Common use of Subleased Premises Clause in Contracts

Subleased Premises. Upon the terms and conditions 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 an area of 35 feet by 75 feet (2,625 square feet) in the southwest corner of the warehouse, until no later than January 5, 2005. The Sublessor shall remove the Personal Property (except the Excluded Property which may remain until no later than January 5, 2005) and repair any damage caused in connection with such removal prior to the Commencement Date of this Sublease. It is understood that the Excluded Property shall be accessed by the Sublessor only at the time that such Excluded Property will be relocated to a different APW facility. If the Excluded Property is not removed from 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 Excluded Property and the Sublessee shall not be liable for any injury to persons entering the Subleased Premises relating thereto, and the Sublessor shall 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 Sublessor has any rights to use, occupy, lease, sublease or possess any portion of the Subleased Premises.

Subleased Premises. Upon Landlord now subleases to Tenant two or more of the terms following rooms numbered 5111, 5110, 5090, 5040, 5041, 5042, 5010, 5280, 5030 and conditions 5070 (those which are subleased becoming the "Subleased Premises") Tenant will be allowed to inspect the Subleased Premises 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, Landlord should receive a bona fide offer to lease one of the Sublessor hereby subleases Unleased Rooms that is acceptable to it, Landlord shall deliver to Tenant a written notice that such an offer has been received. The notice shall include a copy of the offer. Tenant shall have the right and option for a period of ten (10) business days 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 Sublessee and the Sublessee hereby subleases notice. Exercise of this option shall be by written notice 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”)Tenant to Landlord. It is understood and agreed that this Sublease If Tenant does not include any other premises other than elect to exercise this option, then Landlord may proceed to rent those Unleased Rooms in accordance with 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 provisions of the Sublessor (collectivelybona fide offer and this first right of refusal shall terminate as to those Unleased Rooms. However, the “Personal Property”) remains upon the Subleased Premises if Landlord does not proceed to rent those Unleased Rooms under such bona fide offer, then this first right of refusal will continue 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 an area of 35 feet by 75 feet (2,625 square feet) in the southwest corner of the warehouse, until no later than January 5, 2005. The Sublessor shall remove the Personal Property (except the Excluded Property which may remain until no later than January 5, 2005) and repair any damage caused in connection with such removal prior to the Commencement Date of this Sublease. It is understood that the Excluded Property shall be accessed by the Sublessor only at the time that such Excluded Property will be relocated to a different APW facility. If the Excluded Property is not removed from 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 Excluded Property and the Sublessee shall not be liable for any injury to persons entering the Subleased Premises relating thereto, and the Sublessor shall 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 Sublessor has any rights to use, occupy, lease, sublease or possess any portion of the Subleased Premisessubsequent bona fide offers.

Subleased Premises. Upon With respect to any "Premises" described and defined as a "Subleased Premises" on the Addendum hereto, which Landlord does not own, but leases or subleases from a Lessor (as defined in each Addendum hereto) under the terms of an 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 Demised Premises (as defined in each Addendum attached hereto) leased by Landlord, as lessee or sublessee, under the terms of the applicable Main Lease. 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 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 receive and review, as appropriate, a copy of each Main Lease prior to the 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. All of the terms and conditions contained in the Main Leases with respect to the Premises covered thereby are incorporated herein as terms and conditions of this SubleaseLease (with each reference therein to lessor and lessee, however 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 Sublessor hereby subleases terms and provisions of this Lease shall control. Notwithstanding anything to the Sublessee and contrary contained herein, in the Sublessee hereby subleases from event of any termination or any expiration of a Main Lease, howsoever brought about, (i) the Sublessor the entire New Jersey Premises located at 0 Xxxxxxxxx Xxxxx, Xxxxxxxxxxxx, Xxx Xxxxxx leased Base Rent (hereinafter defined) shall be reduced by the Sublessor under Base Rent Component (hereinafter defined) attributable to the Master LeasePremises covered thereby, legally described on attached Exhibit B (ii) this Lease shall terminate with respect to the “Subleased Premises”). It is understood Premises covered thereby, and agreed that this Sublease does not include (iii) neither Landlord nor Tenant shall have any other premises other than the New Jersey Premises which is the Subleased Premises further rights or obligations under this Sublease. It is acknowledged that the following specified personal property, equipment and/or improvements of the Sublessor Lease with respect thereto (collectively, the “Personal Property”) remains upon the Subleased Premises except with respect to any rights or obligations accrued 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 windersuch expiration or termination, and (c) all inventory and all movable furniture not purchased except for any claim for damages where the expiration or termination of the Main Lease was caused by the Sublesseefailure of Landlord or Tenant to pay or perform their respective obligations in regards to such Main Lease, except for the furnitureor this Lease, files all of which accrued rights and lab equipment of the Sublessor (the “Excluded Property”) which Excluded Property only may be stored upon the Subleased Premises in an area of 35 feet by 75 feet (2,625 square feet) in the southwest corner of the warehouse, until no later than January 5, 2005. The Sublessor obligations and damage claims shall remove the Personal Property (except the Excluded Property which may remain until no later than January 5, 2005) and repair any damage caused in connection with such removal prior to the Commencement Date survive termination of this Sublease. It is understood that the Excluded Property shall be accessed by the Sublessor only at the time that such Excluded Property will be relocated to a different APW facility. If the Excluded Property is not removed from 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 Lease with respect to the Excluded Property and the Sublessee shall not be liable for any injury to persons entering the Subleased Premises relating thereto, and the Sublessor shall 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 Sublessor has any rights to use, occupy, lease, sublease or possess any portion of the Subleased Premises).

Subleased Premises. Upon Seller has made available to Buyer a true and complete copy of the terms and conditions of this SubleaseMaster Lease. The Master Lease is valid, the Sublessor hereby subleases binding, enforceable (subject to the Sublessee Bankruptcy Exceptions) and in full force and effect, and Seller enjoys peaceful and undisturbed possession of the Sublessee hereby subleases from the Sublessor the entire New Jersey Premises located at 0 Xxxxxxxxx Xxxxx, Xxxxxxxxxxxx, Xxx Xxxxxx leased by the Sublessor Subleased Premises. Seller is not in breach or default under the Master Lease, legally described on attached Exhibit B 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 in default thereof, and no party to the Master Lease has exercised any termination rights with respect thereto. Seller has not subleased, assigned or otherwise granted to any Person (other than Buyer) the “right to use or occupy the Subleased Premises”). It is understood and agreed that this Sublease does , and, except as set forth in Section 3.24 of the Disclosure Schedule, Seller has not include any other premises other than the New Jersey Premises which is pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in the Subleased Premises under this SubleasePremises. It is acknowledged that In the following specified personal propertyfive (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 Disclosure Schedule, equipment violations of building codes and/or improvements zoning ordinances or 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 the Sublessor (collectively, the “Personal Property”) remains upon Buyer to use 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, currently used by Seller; (b) neither the AC motor winder, whole nor any material portion of any Subleased Premises has been damaged or destroyed by fire or other casualty; 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 an area of 35 feet by 75 feet has not been contaminated with any hazardous or toxic materials (2,625 square feet) in 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 southwest corner continued conduct of the warehouse, until no later than January 5, 2005. The Sublessor shall remove Business after the Personal Property (except Closing in substantially the Excluded Property which may remain until no later than January 5, 2005) and repair any damage caused in connection with such removal same manner as conducted prior to the Commencement Date of this Sublease. It is understood that the Excluded Property shall be accessed by the Sublessor only at the time that such Excluded Property will be relocated to a different APW facility. If the Excluded Property is not removed from the Subleased Premises on or before January 5, 2005, the Sublessee may dispose Closing and constitutes all of the Excluded Property real property necessary to conduct the Business 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 Excluded Property and the Sublessee shall not be liable for any injury to persons entering the Subleased Premises relating thereto, and the Sublessor shall 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 Sublessor has any rights to use, occupy, lease, sublease or possess any portion of the Subleased Premisescurrently conducted.

Subleased Premises. Upon Sublessor hereby subleases to Sublessee and Sublessee hereby subleases from Sublessor for the Term (hereinafter defined), at the Rental, and upon all of the terms and conditions set forth in this 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 common areas and facilities appurtenant to and serving the Subleased Premises, and no other furniture, fixtures, machinery, equipment or other furnishings of Sublessor. The Subleased Premises comprise portions of the 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 Leased 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. Sublessee agrees that it will occupy the Subleased Premises in accordance with the terms of the 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. This Sublease is and shall be at all times subject and subordinate to each and every one of the terms and conditions of this 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 Sublessor hereby subleases to terms of this Sublease shall control over the Sublessee Prime Lease and the Sublessee hereby subleases from shall comply with the Sublessor applicable terms and provisions of the entire New Jersey Premises located at 0 Xxxxxxxxx XxxxxPrime Lease (e.g., Xxxxxxxxxxxx, Xxx Xxxxxx leased the Rental amount is governed by the Sublessor 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 Master Prime 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 an area of 35 feet by 75 feet (2,625 square feet) in the southwest corner of event the warehousePrime Lease is terminated for any reason, until no later than January 5, 2005. The then the Sublease shall be terminated and Sublessor shall remove have no liability to Sublessee as a result of said termination. Sublessor covenants that it has the Personal Property (except right, power and authority to enter into and fulfill the Excluded Property which may remain until no later than January 5, 2005) and repair any damage caused in connection with such removal prior to the Commencement Date obligations of this Sublease. It Provided that Inhibitex is understood that not in default hereunder, Sublessor shall take all reasonable actions and pay all monies due under the Excluded Property Prime Lease, in order to keep the Prime Lease in full force and effect. Nothing herein shall be accessed by construed in any way to affect the Sublessor only at the time that such Excluded Property will be relocated to a different APW facility. If the Excluded Property is not removed from the Subleased Premises on or before January 5, 2005, the Sublessee may dispose rights and obligations of the Excluded Property as it so desires Prime Landlord, and the no contractual relationship is intended hereby directly between Sublessee and Prime Landlord. Sublessor shall reimburse reasonably assist Sublessee in obtaining any consents or approvals of the Sublessee for the reasonable cost of such disposal. It is understood that the Sublessee shall not have any liability with respect Prime Landlord regarding Sublessee's signage or alterations to the Excluded Property and the Sublessee shall not be liable for any injury to persons entering the Subleased Premises relating thereto, and the Sublessor shall 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 Sublessor has any rights to use, occupy, lease, sublease or possess any portion of the Subleased Premises, if required under the Prime Lease.

Subleased Premises. Upon 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 Sublease, the Sublessor hereby subleases Section 7(a) supplement and are intended to be in addition to the Sublessee 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 Sublessee hereby subleases 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 Sublessor expansion option granted by this Section. In the entire New Jersey event Tenant exercises its expansion option granted pursuant to this Section to add the Subleased Premises located at 0 Xxxxxxxxx Xxxxx, Xxxxxxxxxxxx, Xxx Xxxxxx leased to the Leased Premises governed by the Sublessor under the Master Lease, legally described on attached Exhibit B then Tenant and Landlord shall negotiate in good faith to agree to the terms of an amendment to the Lease (the “Subleased PremisesLease Amendment”)) consistent with the terms of this Section. It is understood and agreed The Lease Amendment shall provide, among other provisions, that this Sublease does not include any other premises other than the New Jersey Premises which is (1) the Subleased Premises shall be added to the “Leased Premises” under this Sublease. It is acknowledged that the following specified personal property, equipment and/or improvements Lease upon all of the Sublessor (collectively, terms and conditions outlined in the “Personal Property”) remains upon Lease applicable to the Subleased Premises as of the date of this Sublease: (a) all equipment comprising the paint lineLeased Premises, including but not limited to the conveyor, the wash system, the paint booths, the drying ovens, paint hoppers and a burn-off ovenrental rates, (b2) the AC motor winderBase Rent, 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 an area of 35 feet by 75 feet (2,625 square feet) in the southwest corner of the warehouse, until no later than January 5, 2005. The Sublessor shall remove the Personal Property (except the Excluded Property which may remain until no later than January 5, 2005) and repair any damage caused in connection with such removal prior to the Commencement Date of this Sublease. It is understood that the Excluded Property shall be accessed by the Sublessor only at the time that such Excluded Property will be relocated to a different APW facility. If the Excluded Property is not removed from the Subleased Premises on or before January 5amount per rentable square foot as set forth in this Fourth Amendment, 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 Excluded Property and the Sublessee shall not be liable for any injury to persons entering the Subleased Premises relating thereto, and the Sublessor shall 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 Sublessor has any rights to use, occupy, lease, sublease or possess any portion of the Subleased Premises.applicable during such

Subleased Premises. Upon 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 Sublease, the Sublessor hereby subleases Section 7(a) supplement and are intended to be in addition to the Sublessee 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 Sublessee hereby subleases 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 Sublessor expansion option granted by this Section. In the entire New Jersey event Tenant exercises its expansion option granted pursuant to this Section to add the Subleased Premises located at 0 Xxxxxxxxx Xxxxx, Xxxxxxxxxxxx, Xxx Xxxxxx leased to the Leased Premises governed by the Sublessor 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 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, legally described on attached Exhibit B 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 this Sublease does not include any other premises other than the New Jersey Premises which is the Subleased Premises option granted to Tenant under this Sublease. It is acknowledged that subsection 7(a) shall apply only if and when the following specified personal property, equipment and/or improvements existing lease rights of the Sublessor Metavante Corporation (collectively, the “Personal PropertyMetavante”) remains upon cease in Building III in a manner which results in the Subleased Premises as loss 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, Tenant’s possessory rights in Building III. (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 an area of 35 feet by 75 feet (2,625 square feet) in the southwest corner of the warehouse, until no later than January 5, 2005. The Sublessor shall remove the Personal Property (except the Excluded Property which may remain until no later than January 5, 2005) and repair any damage caused in connection with such removal prior to the Commencement Date of this Sublease. It is understood that the Excluded Property shall be accessed by the Sublessor only at the time that such Excluded Property will be relocated to a different APW facility. If the Excluded Property is not removed from 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 Excluded Property and the Sublessee shall not be liable for any injury to persons entering the Subleased Premises relating thereto, and the Sublessor shall 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 Sublessor has any rights to use, occupy, lease, sublease or possess any portion of the Subleased Premises.)

Subleased Premises. Upon the terms and conditions of this SubleaseAs hereinabove provided, the Sublessor hereby subleases to "Minimum Annual Rent" shall mean, during the Sublessee Initial Term, the First Space Base Rent and, during the Second Space Term, both the First Space Base Rent 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 an area of 35 feet by 75 feet (2,625 square feet) in the southwest corner of the warehouse, until no later than January 5, 2005Second Space Base Rent. The Sublessor shall remove the Personal Property (except the Excluded Property which may remain until no later than January 5, 2005) and repair any damage caused in connection with such removal prior to the Commencement Date of this Sublease. It is understood that the Excluded Property Minimum Annual Rent shall be accessed by the Sublessor only at the time that such Excluded Property will be relocated to a different APW facility. If the Excluded Property is not removed from the Subleased Premises payable, in equal monthly installments, on or before January 5, 2005, the Sublessee may dispose first day of each month (during 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 Sublease Term with respect to the Excluded Property First Space Base Rent and during the Sublessee shall not be liable for any injury to persons entering the Subleased Premises relating thereto, and the Sublessor shall indemnify and hold harmless the Sublessee Second Space Term with respect to any such liability. The Sublessor hereby represents and warrants the Second Space Base Rent), except that no person or entity other than the Sublessor has any rights to use, occupy, lease, sublease or possess any portion 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 PremisesPremises (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 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 prior to Subtenant taking possession to the 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 other demand, and without recoupment, counterclaim, set-off or other deduction, at Sublandlord's address set forth in Paragraph 13 hereinbelow, or at such other place as Sublandlord may designate from time to time by notice to Subtenant.

Subleased Premises. Upon Sublandlord does hereby sublease to Subtenant, and Subtenant does hereby sublease and rent from Sublandlord, (i) the terms Space and conditions (ii) all permanent improvements within the Space constructed by Landlord or by or on behalf of this SubleaseSublandlord (collectively, 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 Subtenant shall have the right to use in common with Sublandlord and agreed that this Sublease does not include any other premises other than others entitled thereto the New Jersey Premises which is common areas of the Subleased Premises under Project pursuant to the Lease. In addition, subject to the terms, covenants and conditions of this Sublease. It is acknowledged that , Subtenant shall have the following specified personal propertyexclusive right to use during the Sublease Term (defined below), free of charge, the furniture, fixtures and equipment and/or improvements of the Sublessor more particularly described on Schedule A annexed hereto and made a part hereof (collectively, the “Personal Property”) remains upon located in the Space. Subtenant shall have no obligation whatsoever to 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 size of the Subleased Premises as of between the date of this Sublease: Sublease and the Commencement Date (adefined below) all equipment comprising (e.g., there has been no change in 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 size of the Sublessor (the “Excluded Property”) which Excluded Property only may be stored upon the Subleased Premises in an area by reason of 35 feet by 75 feet (2,625 square feet) in the southwest corner of the warehouse, until no later than January 5, 2005. The Sublessor shall remove the Personal Property (except the Excluded Property which may remain until no later than January 5, 2005) and repair any damage caused in connection with such removal prior or destruction to the Commencement Date of this Sublease. It is understood that the Excluded Property shall be accessed by the Sublessor only at the time that such Excluded Property will be relocated to a different APW facility. If the Excluded Property is not removed from 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 Excluded Property and the Sublessee shall not be liable for any injury to persons entering the Subleased Premises relating thereto, and the Sublessor shall 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 Sublessor has any rights to use, occupy, lease, sublease or possess any portion condemnation of the Subleased Premises), the parties hereby (i) stipulate that the Space shall be deemed to contain approximately 19,997 rentable square feet upon delivery of the Space by Sublandlord to Subtenant (the “Space Measurement”), (ii) agree that neither party shall have any right to dispute the Space Measurement and (iii) waive any claim in connection with the Space Measurement, regardless of whether the Space is found to have contained more or less than 19,997 rentable square feet upon delivery of the Space to Subtenant. 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 and that Sublandlord pays Base Rental for the Space under the Lease and Tenant’s Forecast Additional Rental and Tenant’s Additional Rental for the Space under the Lease on the basis of the Space consisting of 19,997 rentable square feet.

Subleased Premises. Upon Sublandlord does hereby sublease to Subtenant, and Subtenant does hereby sublease and rent from Sublandlord, (i) the terms Space and conditions (ii) all permanent improvements within the Space constructed by Landlord or by or on behalf of this SubleaseSublandlord (collectively, 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 Subtenant shall have the right to use in common with Original Sublandlord and agreed that this Sublease does not include any other premises other than others entitled thereto the New Jersey Premises which is common areas of the Subleased Premises under Project pursuant to the Lease. In addition, subject to the terms, covenants and conditions of this Sublease. It is acknowledged that , Subtenant shall have the following specified personal propertyexclusive right to use during the Sublease Term (defined below), free of charge, the furniture, fixtures and equipment and/or improvements of the Sublessor more particularly described on Schedule A annexed hereto and made a part hereof (collectively, the “Personal Property”) remains upon located in the Space. Subtenant shall have no obligation whatsoever to 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 size of the Subleased Premises as of between the date of this Sublease: Sublease and the Commencement Date (adefined below) all equipment comprising (e.g., there has been no change in 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 size of the Sublessor (the “Excluded Property”) which Excluded Property only may be stored upon the Subleased Premises in an area by reason of 35 feet by 75 feet (2,625 square feet) in the southwest corner of the warehouse, until no later than January 5, 2005. The Sublessor shall remove the Personal Property (except the Excluded Property which may remain until no later than January 5, 2005) and repair any damage caused in connection with such removal prior or destruction to the Commencement Date of this Sublease. It is understood that the Excluded Property shall be accessed by the Sublessor only at the time that such Excluded Property will be relocated to a different APW facility. If the Excluded Property is not removed from 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 Excluded Property and the Sublessee shall not be liable for any injury to persons entering the Subleased Premises relating thereto, and the Sublessor shall 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 Sublessor has any rights to use, occupy, lease, sublease or possess any portion condemnation of the Subleased Premises), the parties hereby (i) stipulate that the Space shall be deemed to contain approximately 19,997 rentable square feet upon delivery of the Space by Sublandlord to Subtenant (the “Space Measurement”), (ii) agree that neither party shall have any right to dispute the Space Measurement and (iii) waive any claim in connection with the Space Measurement, regardless of whether the Space is found to have contained more or less than 19,997 rentable square feet upon delivery of the Space to Subtenant. 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 and that Sublandlord pays Base Rental for the Space under the Lease and Tenant’s Forecast Additional Rental and Tenant’s Additional Rental for the Space under the Lease on the basis of the Space consisting of 19,997 rentable square feet.