Common use of Subleased Premises Clause in Contracts

Subleased Premises. In the event that the Master Lease is terminated at any time during the Term hereof for any reason other than a default due to the acts or omissions of Tenant, as sublessee thereunder, and such termination occurs when Tenant occupies the Subleased Premises pursuant to the Sublease, in order to assure Tenant of the continuation of its use and occupancy of the Subleased Premises without interruption, Landlord hereby grants to Tenant an option to add the Subleased Premises to the Lease hereunder, upon the terms and conditions set forth in this Section and in the Consent. The provisions of this Section 7(a) supplement and are intended to be in addition to the rights granted to Tenant in the Consent. Landlord shall give written notice to Tenant within seven (7) business days after Landlord sends to Sublessor, or receives from Sublessor, written notice that the Master Lease is terminated, or being terminated, and that the termination date will occur prior to the expiration of the current term of the Sublease. Tenant shall have ten (10) business days following its receipt of such written notice from Landlord within which to exercise the expansion option granted by this Section. In the event Tenant exercises its expansion option granted pursuant to this Section to add the Subleased Premises to the Leased Premises governed by the Lease, then Tenant and Landlord shall negotiate in good faith to agree to the terms of an amendment to the Lease (the “Lease Amendment”) consistent with the terms of this Section. The Lease Amendment shall provide, among other provisions, that (1) the Subleased Premises shall be added to the “Leased Premises” under the Lease upon all of the terms and conditions outlined in the Lease applicable to the Leased Premises, including rental rates, (2) the Base Rent, at the amount per rentable square foot as set forth in this Fourth Amendment, as applicable during such

Subleased Premises. In the event that the Master Lease is terminated at any time during the Term hereof for any reason other than a default due Sublandlord does hereby sublease to the acts or omissions of Tenant, as sublessee thereunderSubtenant, and such termination occurs when Tenant occupies Subtenant does hereby sublease and rent from Sublandlord, (i) the Space and (ii) all permanent improvements within the Space constructed by Landlord or by or on behalf of Sublandlord (collectively, the “Subleased Premises Premises”). Subtenant shall have the right to use in common with Sublandlord and others entitled thereto the common areas of the Project pursuant to the Lease. In addition, subject to the terms, covenants and conditions of this Sublease, Subtenant shall have the exclusive right to use during the Sublease Term (defined below), free of charge, the furniture, fixtures and equipment more particularly described on Schedule A annexed hereto and made a part hereof (the “Personal Property”) located in order the Space. Subtenant shall have no obligation whatsoever to assure Tenant repair, replace or maintain the Personal Property, unless any damage thereto is caused by the negligence or willful misconduct of Subtenant. Provided that there is no change in the continuation of its use and occupancy size of the Subleased Premises without interruptionbetween the date of this Sublease and the Commencement Date (defined below) (e.g., Landlord hereby grants to Tenant an option to add there has been no change in the size of the Subleased Premises by reason of any damage or destruction to or condemnation of the Lease hereunderSubleased Premises), upon the terms and conditions set forth in this Section and in the Consent. The provisions of this Section 7(aparties hereby (i) supplement and are intended to be in addition to the rights granted to Tenant in the Consent. Landlord shall give written notice to Tenant within seven (7) business days after Landlord sends to Sublessor, or receives from Sublessor, written notice stipulate that the Master Lease is terminated, or being terminated, and that the termination date will occur prior Space shall be deemed to the expiration contain approximately 19,997 rentable square feet upon delivery of the current term of the Sublease. Tenant shall have ten (10) business days following its receipt of such written notice from Landlord within which Space by Sublandlord to exercise the expansion option granted by this Section. In the event Tenant exercises its expansion option granted pursuant to this Section to add the Subleased Premises to the Leased Premises governed by the Lease, then Tenant and Landlord shall negotiate in good faith to agree to the terms of an amendment to the Lease Subtenant (the “Lease AmendmentSpace Measurement”), (ii) consistent agree that neither party shall have any right to dispute the Space Measurement and (iii) waive any claim in connection with the terms Space Measurement, regardless of this Sectionwhether the Space is found to have contained more or less than 19,997 rentable square feet upon delivery of the Space to Subtenant. The Lease Sublandlord represents and warrants for the benefit of Subtenant that the rentable square footage of the Space was not remeasured pursuant to Section 4 of the Second Amendment shall provide, among other provisions, and that (1) Sublandlord pays Base Rental for the Subleased Premises shall be added to the “Leased Premises” Space under the Lease upon all and Tenant’s Forecast Additional Rental and Tenant’s Additional Rental for the Space under the Lease on the basis of the terms and conditions outlined in the Lease applicable to the Leased Premises, including rental rates, (2) the Base Rent, at the amount per Space consisting of 19,997 rentable square foot as set forth in this Fourth Amendment, as applicable during suchfeet.

Subleased Premises. In As hereinabove provided, the "Minimum Annual Rent" shall mean, during the Initial Term, the First Space Base Rent and, during the Second Space Term, both the First Space Base Rent and the Second Space Base Rent. The Minimum Annual Rent shall be payable, in equal monthly installments, on or before the first day of each month (during the Sublease Term with respect to the First Space Base Rent and during the Second Space Term with respect to the Second Space Base Rent), except that the payment of First Space Base Rent for the first full calendar month of the Sublease Term (following expiration of the sixty (60) day abatement period provided for in Paragraph 4(a) above) shall be made upon Subtenant's signing of this Sublease and the payment of the Second Space Base Rent for the first full calendar month of the Second Space Term shall be made on or before October 1, 2001. Notwithstanding the foregoing, the parties hereby confirm and agree that Subtenant shall be liable for, among other things, the entire amount of the Minimum Annual Rent due to Sublandlord under this Sublease with respect to the entire Subleased Premises (i.e., both the First Space and the Second Space) for the entire Sublease Term in the event of a default (following notice and a five (5) day cure period (in the case of a monetary default) and/or a fifteen (15) day cure period (in the case of a non-monetary default; provided, however, that if such default is not reasonably capable of being cured within such fifteen (15) day period, then so long as Subtenant has commenced curative action within such period and thereafter continues to pursue diligently such curative action, such fifteen (15) day period shall be extended for the Master Lease is terminated period necessary to cure such default, but not more than thirty (30) days, inclusive of the original 15-day period) of Subtenant's obligations under this Sublease during the Initial Term and/or at any time during the Term hereof for any reason other than a default due prior to Subtenant taking possession to the acts Second Space. Except as herein expressly set forth, the Minimum Annual Rent (and all other payments to be made by Subtenant to Sublandlord in accordance with this Sublease) shall be payable without notice or omissions of Tenant, as sublessee thereunderother demand, and such termination occurs when Tenant occupies the Subleased Premises pursuant to the Subleasewithout recoupment, in order to assure Tenant of the continuation of its use and occupancy of the Subleased Premises without interruptioncounterclaim, Landlord hereby grants to Tenant an option to add the Subleased Premises to the Lease hereunderset-off or other deduction, upon the terms and conditions at Sublandlord's address set forth in this Section and in the Consent. The provisions of this Section 7(a) supplement and are intended Paragraph 13 hereinbelow, or at such other place as Sublandlord may designate from time to be in addition to the rights granted to Tenant in the Consent. Landlord shall give written time by notice to Tenant within seven (7) business days after Landlord sends to Sublessor, or receives from Sublessor, written notice that the Master Lease is terminated, or being terminated, and that the termination date will occur prior to the expiration of the current term of the Sublease. Tenant shall have ten (10) business days following its receipt of such written notice from Landlord within which to exercise the expansion option granted by this Section. In the event Tenant exercises its expansion option granted pursuant to this Section to add the Subleased Premises to the Leased Premises governed by the Lease, then Tenant and Landlord shall negotiate in good faith to agree to the terms of an amendment to the Lease (the “Lease Amendment”) consistent with the terms of this Section. The Lease Amendment shall provide, among other provisions, that (1) the Subleased Premises shall be added to the “Leased Premises” under the Lease upon all of the terms and conditions outlined in the Lease applicable to the Leased Premises, including rental rates, (2) the Base Rent, at the amount per rentable square foot as set forth in this Fourth Amendment, as applicable during suchSubtenant.

Subleased Premises. In the event that the Master Lease is terminated at any time during the Term hereof for any reason other than a default due to the acts or omissions of Tenant, as sublessee thereunder, and such termination occurs when Tenant occupies the Subleased Premises pursuant to the Sublease, in order to assure Tenant of the continuation of its use and occupancy of the Subleased Premises without interruption, Landlord hereby grants to Tenant an option to add the Subleased Premises to the Lease hereunder, upon the terms and conditions set forth in this Section and in the Consent. The provisions of this Section 7(a) supplement and are intended to be in addition to the rights granted to Tenant in the Consent. Landlord shall give written notice to Tenant within seven (7) business days after Landlord sends to Sublessor, or receives from Sublessor, written notice that the Master Lease is terminated, or being terminated, and that the termination date will occur prior to the expiration of the current term of the Sublease. Tenant shall have ten (10) business days following its receipt of such written notice from Landlord within which to exercise the expansion option granted by this Section. In the event Tenant exercises its expansion option granted pursuant to this Section to add the Subleased Premises to the Leased Premises governed by the Lease, then Tenant and Landlord shall negotiate in good faith to agree to the terms of an amendment to the Lease (the “Lease Amendment”) consistent with the terms of this Section. The Lease Amendment shall provide, among other provisions, that (1) the Subleased Premises shall be added to the “Leased Premises” under the Lease upon all of the terms and conditions outlined in the Lease applicable to the Leased Premises, including rental rates, (2) the Base Rent, at the amount per rentable square foot as set forth in this Fourth Amendment, as applicable during suchsuch 10 O1037432.2 5/9/2014 lease year, (3) Tenant and Landlord reaffirm all other terms and conditions set forth in the Lease, as amended by this Fourth Amendment, to apply to the Subleased Premises, with the exception of the provisions set forth in Section 4 above related to the Tenant Maintenance Services, (3) Landlord shall have a relocation right for the Subleased Premises, to allow Landlord to change the location of the Subleased Premises within Building III, subject to the provisions contained herein and (4) Tenant will be provided with the same parking spaces as granted to Tenant under the Sublease. The parties shall enter into the Lease Amendment prior to the date of termination of the Master Lease. With respect to such relocation, such Lease Amendment shall provide for the following: (i) The premises to which Tenant shall be relocated (“Substitute Premises”) shall be within Building III, in a size and configuration comparable to the Subleased Premises; (ii) Prior to the obligation of Tenant to relocate to the Substitute Premises, the Landlord shall construct such tenant improvements, at Landlord’s sole cost and expense, as are necessary to render the Substitute Premises in the same or comparable condition as the Subleased Premises; (iii) Landlord shall pay all reasonable costs associated with such relocation, including, without limitation, all cost of the physical relocation of the Subleased Premises and new promotional materials, business cards, letterhead, signage and other business related materials that reference the suite number and the cost of moving any phone and computers and installing related cabling; and (iv) An appropriate adjustment in the Base Rent and Tenant’s Pro Rata Share of any Operating Expenses based upon any variance in the size of the Substitute Premises (but not the rate on a per square foot basis), but in no event shall Tenant be obligated to pay any rent or Operating Expenses in excess of the amount Tenant pays under the Lease for the Subleased Premises. Tenant’s right to exercise this option is conditioned upon Tenant not being in default of the time of exercise or as of the date upon which the Subleased Premises is added to the Lease. It is expressly understood and agreed that the option granted to Tenant under this subsection 7(a) shall apply only if and when the existing lease rights of Metavante Corporation (“Metavante”) cease in Building III in a manner which results in the loss of Tenant’s possessory rights in Building III. (b)

Subleased Premises. In Seller has made available to Buyer a true and complete copy of the Master Lease. The Master Lease is valid, binding, enforceable (subject to the Bankruptcy Exceptions) and in full force and effect, and Seller enjoys peaceful and undisturbed possession of the Subleased Premises. Seller is not in breach or default under the Master Lease, and no event has occurred or circumstance exists which, with the delivery of notice, would constitute such a breach or default, and Seller has paid all rent due and payable under the Master Lease. Seller has not received nor given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by Seller under the Master Lease and, to Seller’s Knowledge, no other party is terminated at in default thereof, and no party to the Master Lease has exercised any time during the Term hereof for termination rights with respect thereto. Seller has not subleased, assigned or otherwise granted to any reason Person (other than a default due Buyer) the right to use or occupy the Subleased Premises, and, except as set forth in Section 3.24 of the Disclosure Schedule, Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in the Subleased Premises. In the five (5) year period immediately prior to Closing: (a) Seller has not received any written notice of (i) except as set forth in Section 3.24(a)(i) to the acts Disclosure Schedule, violations of building codes and/or zoning ordinances or omissions other governmental or regulatory Laws affecting the Subleased Premises, (ii) existing, pending or threatened condemnation proceedings affecting the Subleased Premises, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the ability of Tenant, as sublessee thereunder, and such termination occurs when Tenant occupies Buyer to use the Subleased Premises pursuant to as currently used by Seller; (b) neither the Sublease, in order to assure Tenant whole nor any material portion of the continuation of its use and occupancy of the any Subleased Premises without interruption, Landlord hereby grants to Tenant an option to add the Subleased Premises to the Lease hereunder, upon the terms has been damaged or destroyed by fire or other casualty; and conditions set forth in this Section and in the Consent. The provisions of this Section 7(a) supplement and are intended to be in addition to the rights granted to Tenant in the Consent. Landlord shall give written notice to Tenant within seven (7) business days after Landlord sends to Sublessor, or receives from Sublessor, written notice that the Master Lease is terminated, or being terminated, and that the termination date will occur prior to the expiration of the current term of the Sublease. Tenant shall have ten (10) business days following its receipt of such written notice from Landlord within which to exercise the expansion option granted by this Section. In the event Tenant exercises its expansion option granted pursuant to this Section to add the Subleased Premises to the Leased Premises governed by the Lease, then Tenant and Landlord shall negotiate in good faith to agree to the terms of an amendment to the Lease (the “Lease Amendment”) consistent with the terms of this Section. The Lease Amendment shall provide, among other provisions, that (1c) the Subleased Premises shall be added has not been contaminated with any hazardous or toxic materials (including asbestos, lead-containing materials, radon, radioactive materials, per- and poly-fluoroalkyl substances (PFAS), or other emerging contaminants). The Subleased Premises is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the “Leased Premises” under the Lease upon Closing and constitutes all of the terms and conditions outlined in real property necessary to conduct the Lease applicable to the Leased Premises, including rental rates, (2) the Base Rent, at the amount per rentable square foot Business as set forth in this Fourth Amendment, as applicable during suchcurrently conducted.

Subleased Premises. In the event that the Master Lease is terminated at any time during the Term hereof for any reason other than a default due to the acts or omissions of Tenant, as sublessee thereunder, and such termination occurs when Tenant occupies the Subleased Premises pursuant to the Sublease, in order to assure Tenant of the continuation of its use and occupancy of the Subleased Premises without interruption, Landlord hereby grants to Tenant an option to add the Subleased Premises to the Lease hereunder, upon Upon the terms and conditions set forth of this Sublease, the Sublessor hereby subleases to the Sublessee and the Sublessee hereby subleases from the Sublessor the entire New Jersey Premises located at 0 Xxxxxxxxx Xxxxx, Xxxxxxxxxxxx, Xxx Xxxxxx leased by the Sublessor under the Master Lease, legally described on attached Exhibit B (the “Subleased Premises”). It is understood and agreed that this Sublease does not include any other premises other than the New Jersey Premises which is the Subleased Premises under this Sublease. It is acknowledged that the following specified personal property, equipment and/or improvements of the Sublessor (collectively, the “Personal Property”) remains upon the Subleased Premises as of the date of this Sublease: (a) all equipment comprising the paint line, including but not limited to the conveyor, the wash system, the paint booths, the drying ovens, paint hoppers and a burn-off oven, (b) the AC motor winder, and (c) all inventory and all movable furniture not purchased by the Sublessee, except for the furniture, files and lab equipment of the Sublessor (the “Excluded Property”) which Excluded Property only may be stored upon the Subleased Premises in this Section and an area of 35 feet by 75 feet (2,625 square feet) in the Consentsouthwest corner of the warehouse, until no later than January 5, 2005. The provisions of this Section 7(aSublessor shall remove the Personal Property (except the Excluded Property which may remain until no later than January 5, 2005) supplement and are intended to be repair any damage caused in addition to the rights granted to Tenant in the Consent. Landlord shall give written notice to Tenant within seven (7) business days after Landlord sends to Sublessor, or receives from Sublessor, written notice that the Master Lease is terminated, or being terminated, and that the termination date will occur connection with such removal prior to the expiration Commencement Date of the current term of the this Sublease. Tenant It is understood that the Excluded Property shall have ten (10) business days following its receipt of be accessed by the Sublessor only at the time that such written notice Excluded Property will be relocated to a different APW facility. If the Excluded Property is not removed from Landlord within which to exercise the expansion option granted by this Section. In the event Tenant exercises its expansion option granted pursuant to this Section to add the Subleased Premises on or before January 5, 2005, the Sublessee may dispose of the Excluded Property as it so desires and the Sublessor shall reimburse the Sublessee for the reasonable cost of such disposal. It is understood that the Sublessee shall not have any liability with respect to the Leased Premises governed by Excluded Property and the Lease, then Tenant and Landlord Sublessee shall negotiate in good faith not be liable for any injury to agree to the terms of an amendment to the Lease (the “Lease Amendment”) consistent with the terms of this Section. The Lease Amendment shall provide, among other provisions, that (1) persons entering the Subleased Premises relating thereto, and the Sublessor shall be added indemnify and hold harmless the Sublessee with respect to any such liability. The Sublessor hereby represents and warrants that no person or entity other than the “Leased Premises” under the Lease upon all Sublessor has any rights to use, occupy, lease, sublease or possess any portion of the terms and conditions outlined in the Lease applicable to the Leased Subleased Premises, including rental rates, (2) the Base Rent, at the amount per rentable square foot as set forth in this Fourth Amendment, as applicable during such.

Subleased Premises. In Landlord now subleases to Tenant two or more of the event that following rooms numbered 5111, 5110, 5090, 5040, 5041, 5042, 5010, 5280, 5030 and 5070 (those which are subleased becoming the Master Lease is terminated at any time during the Term hereof for any reason other than a default due "Subleased Premises") Tenant will be allowed to the acts or omissions of Tenant, as sublessee thereunder, and such termination occurs when Tenant occupies inspect the Subleased Premises pursuant at least forty-five (45) days prior to occupying the Subleased Premises. On or before October 15, 2001, Tenant shall advise Landlord in writing as to which of these rooms it desires to lease. The parties shall complete Exhibit A at that time. Until January 1, 2002, Tenant has the exclusive option to rent more of these rooms by providing written notice of same to Landlord. If that occurs, the parties shall execute a revised Exhibit A. If Tenant does not lease all of the rooms specified above by January 1, 2002, then Landlord may offer those unleased rooms ("Unleased Rooms") to other prospective tenants, so long as Tenant is given a right of first refusal in the manner described below. As to the Unleased Rooms, if after January 1, 2002, and during the term of this Sublease, in order Landlord should receive a bona fide offer to assure Tenant lease one of the continuation of its use and occupancy of the Subleased Premises without interruptionUnleased Rooms that is acceptable to it, Landlord hereby grants shall deliver to Tenant an option to add the Subleased Premises to the Lease hereunder, upon the terms and conditions set forth in this Section and in the Consent. The provisions of this Section 7(a) supplement and are intended to be in addition to the rights granted to Tenant in the Consent. Landlord shall give written notice to Tenant within seven (7) business days after Landlord sends to Sublessor, or receives from Sublessor, a written notice that the Master Lease is terminated, or being terminated, and that the termination date will occur prior to the expiration such an offer has been received. The notice shall include a copy of the current term of the Subleaseoffer. Tenant shall have the right and option for a period of ten (10) business days following its after receipt of such notice to elect to rent those Unleased Rooms upon the same terms and conditions as stated in the bona fide offer which was attached to the notice. Exercise of this option shall be by written notice from Landlord within which Tenant to Landlord. If Tenant does not elect to exercise the expansion option granted by this Section. In the event Tenant exercises its expansion option granted pursuant to this Section to add the Subleased Premises to the Leased Premises governed by the Leaseoption, then Tenant and Landlord shall negotiate may proceed to rent those Unleased Rooms in good faith to agree to the terms of an amendment to the Lease (the “Lease Amendment”) consistent accordance with the terms of this Section. The Lease Amendment shall provide, among other provisions, that (1) the Subleased Premises shall be added to the “Leased Premises” under the Lease upon all provisions of the terms bona fide offer and conditions outlined in the Lease applicable this first right of refusal shall terminate as to the Leased Premisesthose Unleased Rooms. However, including rental ratesif Landlord does not proceed to rent those Unleased Rooms under such bona fide offer, (2) the Base Rent, at the amount per rentable square foot then this first right of refusal will continue as set forth in this Fourth Amendment, as applicable during suchto any subsequent bona fide offers.

Subleased Premises. In the event that the Master Lease is terminated at any time during Sublessor hereby subleases to Sublessee and Sublessee hereby subleases from Sublessor for the Term hereof for any reason other than a default due to (hereinafter defined), at the acts or omissions of Tenant, as sublessee thereunderRental, and such termination occurs when Tenant occupies the Subleased Premises pursuant to the Sublease, in order to assure Tenant upon all of the continuation of its use and occupancy of the Subleased Premises without interruption, Landlord hereby grants to Tenant an option to add the Subleased Premises to the Lease hereunder, upon the terms and conditions set forth in this Section Sublease, that certain office space containing approximately 12,414 rentable square feet (including approximately 1,464 of rentable feet designated as the "ACF") more particularly described on Exhibit A (herein defined as the "Subleased Premises"), together with all other rights, benefits and privileges of a Sublessor as tenant under the Prime Lease including, without limitation, the right of use and enjoyment in common with others, of the Consentcommon areas and facilities appurtenant to and serving the Subleased Premises, and no other furniture, fixtures, machinery, equipment or other furnishings of Sublessor. The provisions of this Section 7(a) supplement and are intended to be in addition to the rights granted to Tenant in the Consent. Landlord shall give written notice to Tenant within seven (7) business days after Landlord sends to Sublessor, or receives from Sublessor, written notice that the Master Lease is terminated, or being terminated, and that the termination date will occur prior to the expiration Subleased Premises comprise portions of the current term Science and Administration Facility (and its related parking area) (hereinafter referred to as the "Leased Property"), having a street address of 0000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxx, 00000. Sublessor is the tenant of the SubleaseLeased Property by virtue of a certain Prime Lease dated June 19, 1998 ("Prime Lease"), with Cousins Properties, Inc. ("Prime Landlord"), which is attached hereto as Exhibit B and incorporated herein by reference in its entirety. Tenant shall have ten (10) business days following its receipt of such written notice from Landlord within which to exercise the expansion option granted by this Section. In the event Tenant exercises its expansion option granted pursuant to this Section to add Sublessee agrees that it will occupy the Subleased Premises to the Leased Premises governed by the Lease, then Tenant and Landlord shall negotiate in good faith to agree to the terms of an amendment to the Lease (the “Lease Amendment”) consistent accordance with the terms of this Sectionthe Prime Lease and will not suffer to be done or omit to do, any action which may result in a violation of or a default under any of the terms an conditions of the Prime Lease, or render the Sublessor liable for any damage, charge or expense thereunder. The Lease Amendment shall provide, among other provisions, that (1) the Subleased Premises This Sublease is and shall be added at all times subject and subordinate to the “Leased Premises” under the Lease upon all each and every one of the terms and conditions outlined of the Prime Lease, except for those provisions of the Prime Lease which are directly contradicted by or inapplicable to the Sublease, in which event the terms of this Sublease shall control over the Prime Lease and the Sublessee shall comply with the applicable terms and provisions of the Prime Lease (e.g., the Rental amount is governed by paragraph 4 below)) which is incorporated herein by reference as though fully set forth. Sublessee's rights under this Sublease shall be contingent upon Sublessor's rights under the Prime Lease, and in the event the Prime Lease applicable is terminated for any reason, then the Sublease shall be terminated and Sublessor shall have no liability to Sublessee as a result of said termination. Sublessor covenants that it has the right, power and authority to enter into and fulfill the obligations of this Sublease. Provided that Inhibitex is not in default hereunder, Sublessor shall take all reasonable actions and pay all monies due under the Prime Lease, in order to keep the Prime Lease in full force and effect. Nothing herein shall be construed in any way to affect the rights and obligations of the Prime Landlord, and no contractual relationship is intended hereby directly between Sublessee and Prime Landlord. Sublessor shall reasonably assist Sublessee in obtaining any consents or approvals of the Prime Landlord regarding Sublessee's signage or alterations to the Leased Subleased Premises, including rental rates, (2) if required under the Base Rent, at the amount per rentable square foot as set forth in this Fourth Amendment, as applicable during suchPrime Lease.

Subleased Premises. In With respect to any "Premises" described and defined as a "Subleased Premises" on the event that the Master Lease is terminated at any time during the Term hereof for any reason other than Addendum hereto, which Landlord does not own, but leases or subleases from a default due to the acts or omissions of Tenant, Lessor (as sublessee thereunder, and such termination occurs when Tenant occupies the Subleased Premises pursuant to the Sublease, defined in order to assure Tenant of the continuation of its use and occupancy of the Subleased Premises without interruption, Landlord hereby grants to Tenant an option to add the Subleased Premises to the Lease hereunder, upon the terms and conditions set forth in this Section and in the Consent. The provisions of this Section 7(aeach Addendum hereto) supplement and are intended to be in addition to the rights granted to Tenant in the Consent. Landlord shall give written notice to Tenant within seven (7) business days after Landlord sends to Sublessor, or receives from Sublessor, written notice that the Master Lease is terminated, or being terminated, and that the termination date will occur prior to the expiration of the current term of the Sublease. Tenant shall have ten (10) business days following its receipt of such written notice from Landlord within which to exercise the expansion option granted by this Section. In the event Tenant exercises its expansion option granted pursuant to this Section to add the Subleased Premises to the Leased Premises governed by the Lease, then Tenant and Landlord shall negotiate in good faith to agree to under the terms of an amendment to existing lease or sublease (each, a "MAIN LEASE"), this Lease shall be a sublease of such Premises. Each such Premises constitutes all or a portion of the Lease Demised Premises (the “Lease Amendment”as defined in each Addendum attached hereto) consistent with leased by Landlord, as lessee or sublessee, under the terms of this Sectionthe applicable Main Lease. The Tenant hereby assumes and agrees to pay and perform all of the obligations of Landlord, as lessee or sub-lessee, under the Main Leases; PROVIDED, HOWEVER, Tenant shall not be bound by those provisions of a Main Lease Amendment which may be specifically excepted in the "Special Provisions" section of the Addendum related to such Main Lease, if applicable. Tenant has received and reviewed, or shall providereceive and review, among other provisionsas appropriate, that (1) the Subleased Premises shall be added a copy of each Main Lease prior to the “Leased execution of the applicable Addendum hereto relating to such Main Lease. Tenant shall not commit or permit to be committed on any of the Premises which are subject to a Main Lease any act or omission which would violate any term or condition of the Main Lease covering such Premises” under the Lease upon all . All of the terms and conditions outlined contained in the Lease applicable Main Leases with respect to the Leased PremisesPremises covered thereby are incorporated herein as terms and conditions of this Lease (with each reference therein to lessor and lessee, including rental rateshowever denominated, to be deemed to refer to Landlord and Tenant). In the event of any conflict or dispute with regard to the rights or obligations of Landlord and Tenant under or arising out of this Lease and under the terms of any Main Lease, the terms and provisions of this Lease shall control. Notwithstanding anything to the contrary contained herein, in the event of any termination or any expiration of a Main Lease, howsoever brought about, (2i) the Base RentRent (hereinafter defined) shall be reduced by the Base Rent Component (hereinafter defined) attributable to the Premises covered thereby, at (ii) this Lease shall terminate with respect to the amount per rentable square foot Premises covered thereby, and (iii) neither Landlord nor Tenant shall have any further rights or obligations under this Lease with respect thereto (except with respect to any rights or obligations accrued as set forth of the date of such expiration or termination, and except for any claim for damages where the expiration or termination of the Main Lease was caused by the failure of Landlord or Tenant to pay or perform their respective obligations in regards to such Main Lease, or this Fourth AmendmentLease, as applicable during suchall of which accrued rights and obligations and damage claims shall survive termination of this Lease with respect to such Premises).

Subleased Premises. In the event that the Master Lease is terminated at any time during the Term hereof for any reason other than a default due Sublandlord does hereby sublease to the acts or omissions of Tenant, as sublessee thereunderSubtenant, and such termination occurs when Tenant occupies Subtenant does hereby sublease and rent from Sublandlord, (i) the Space and (ii) all permanent improvements within the Space constructed by Landlord or by or on behalf of Sublandlord (collectively, the “Subleased Premises Premises”). Subtenant shall have the right to use in common with Original Sublandlord and others entitled thereto the common areas of the Project pursuant to the Lease. In addition, subject to the terms, covenants and conditions of this Sublease, Subtenant shall have the exclusive right to use during the Sublease Term (defined below), free of charge, the furniture, fixtures and equipment more particularly described on Schedule A annexed hereto and made a part hereof (the “Personal Property”) located in order the Space. Subtenant shall have no obligation whatsoever to assure Tenant repair, replace or maintain the Personal Property, unless any damage thereto is caused by the negligence or willful misconduct of Subtenant. Provided that there is no change in the continuation of its use and occupancy size of the Subleased Premises without interruptionbetween the date of this Sublease and the Commencement Date (defined below) (e.g., Landlord hereby grants to Tenant an option to add there has been no change in the size of the Subleased Premises by reason of any damage or destruction to or condemnation of the Lease hereunderSubleased Premises), upon the terms and conditions set forth in this Section and in the Consent. The provisions of this Section 7(aparties hereby (i) supplement and are intended to be in addition to the rights granted to Tenant in the Consent. Landlord shall give written notice to Tenant within seven (7) business days after Landlord sends to Sublessor, or receives from Sublessor, written notice stipulate that the Master Lease is terminated, or being terminated, and that the termination date will occur prior Space shall be deemed to the expiration contain approximately 19,997 rentable square feet upon delivery of the current term of the Sublease. Tenant shall have ten (10) business days following its receipt of such written notice from Landlord within which Space by Sublandlord to exercise the expansion option granted by this Section. In the event Tenant exercises its expansion option granted pursuant to this Section to add the Subleased Premises to the Leased Premises governed by the Lease, then Tenant and Landlord shall negotiate in good faith to agree to the terms of an amendment to the Lease Subtenant (the “Lease AmendmentSpace Measurement”), (ii) consistent agree that neither party shall have any right to dispute the Space Measurement and (iii) waive any claim in connection with the terms Space Measurement, regardless of this Sectionwhether the Space is found to have contained more or less than 19,997 rentable square feet upon delivery of the Space to Subtenant. The Lease Sublandlord represents and warrants for the benefit of Subtenant that the rentable square footage of the Space was not remeasured pursuant to Section 4 of the Second Amendment shall provide, among other provisions, and that (1) Sublandlord pays Base Rental for the Subleased Premises shall be added to the “Leased Premises” Space under the Lease upon all and Tenant’s Forecast Additional Rental and Tenant’s Additional Rental for the Space under the Lease on the basis of the terms and conditions outlined in the Lease applicable to the Leased Premises, including rental rates, (2) the Base Rent, at the amount per Space consisting of 19,997 rentable square foot as set forth in this Fourth Amendment, as applicable during suchfeet.