Common use of Condition of Subleased Premises Clause in Contracts

Condition of Subleased Premises. (a) Subtenant shall maintain and repair the Subleased Premises in a manner consistent with Sublandlord’s obligations under the Lease. Sublandlord shall have the right to enter the Subleased Premises from time to time upon reasonable prior notice to Subtenant, during normal business hours and escorted by Subtenant (if Subtenant makes such escort reasonably available). Sublandlord’s right of entry shall include the right of inspection to confirm that Subtenant is in compliance with all applicable maintenance and repair obligations set forth in the Lease. In the event that Sublandlord determines, in Sublandlord’s reasonable opinion, that Subtenant is in default of any maintenance and/or repair obligation set forth in the Lease which first arises after the Commencement Date, and such default may incur liability to Sublandlord upon the surrender of the Subleased Premises upon the expiration or earlier termination of the Lease (a “Required Repair Item”), then Sublandlord shall have the right to notify Subtenant of any such Required Repair Items. Subtenant shall be obligated to cure such Required Repair Items within thirty (30) days of such notice from Sublandlord, or, if such Required Repair Items cannot be reasonably completed in such thirty (30) day period, such longer period as reasonably necessary to cure such Required Repair Items, so long as Subtenant has commenced such cure and diligently pursues such cure to completion. In no event shall Sublandlord’s rights hereunder impose any additional and/or greater repair or maintenance standards from those set forth in the Lease. In the event Subtenant fails to cure such Required Repair Items as set forth above, then such failure shall be deemed a default under this Sublease, entitling Sublandlord to exercise any of its rights and remedies herein, including, without limitation, the self help rights set forth above.

Condition of Subleased Premises. (a) Subtenant shall maintain and repair the Subleased Premises in a manner consistent with Sublandlord’s obligations under the Lease. Sublandlord shall have the right to enter the Subleased Premises from time to time upon reasonable prior notice to Subtenant, during normal business hours and escorted by Subtenant (if Subtenant makes such escort reasonably available). Sublandlord’s right of entry shall include the right of inspection to confirm that Subtenant is in compliance with all applicable maintenance and repair obligations set forth in the Lease. In the event that Sublandlord determines, in Sublandlord’s reasonable opinion, that Subtenant is in default of any maintenance and/or repair obligation set forth in the Lease which first arises after the Commencement DateLease, and such default may incur liability to Sublandlord upon the surrender of the Subleased Premises upon the expiration or earlier termination of the Lease (a “Required Repair Item”), then Sublandlord shall have the right to notify Subtenant of any such Required Repair Items. Subtenant shall be obligated to cure such Required Repair Items within thirty (30) days of such notice from Sublandlord, or, if such Required Repair Items cannot be reasonably completed in such thirty (30) day period, such longer period as reasonably necessary to cure such Required Repair Items, so long as Subtenant has commenced such cure and diligently pursues such cure to completion. In no event shall Sublandlord’s rights hereunder impose any additional and/or greater repair or maintenance standards from those set forth in the Lease. In the event Subtenant fails to cure such Required Repair Items as set forth above, then such failure shall be deemed a default under this Sublease, entitling Sublandlord to exercise any of its rights and remedies herein, including, without limitation, the self help rights set forth in Section 6(b) above.

Condition of Subleased Premises. Sublessee represents that it has made or caused to be made a thorough examination and inspection of the Subleased Premises and is familiar with the condition of every part thereof. Sublessee agrees that, except as expressly provided herein, (ai) Subtenant it enters into this Sublease without relying upon any representations, warranties or promises by Sublessor, its agents, representatives, employees, servants or any other person in respect of the Building or the Subleased Premises, (ii) no rights, easements or licenses are acquired by Sublessee by implication or otherwise except as expressly set forth herein, (iii) Sublessor shall maintain have no obligation to do any work in order to make the Subleased Premises suitable and ready for occupancy and use by Sublessee other than ensuring that all building systems serving the Subleased Premises are in good working order, decommissioning the Lab Space in accordance with local and state regulations, and performing any of the demising work if required by code to prepare the Subleased Premises for Sublessee's use and occupancy including "patch" and paint work, limited to repair and painting of damaged wall areas, for the Office Space and replacing ceiling tiles where needed in the Lab Space (collectively "Sublessor's Work") which Sublessor shall perform at its expense, and (iv) the Subleased Premises are in satisfactory condition. Sublessor shall deliver the Subleased Premises to Sublessee in broom clean condition and with all building systems serving the Subleased Premises in a manner consistent with Sublandlord’s obligations under the Leasegood working order. Sublandlord If Sublessor has not completed Sublessor's Work by July 1, 2005, Sublessee shall have the right to enter the Subleased Premises from time to time upon reasonable prior terminate this Sublease by sending written notice to Subtenant, during normal business hours and escorted Sublessor. The taking of possession by Subtenant (if Subtenant makes such escort reasonably available). Sublandlord’s right of entry shall include the right of inspection to confirm that Subtenant is in compliance with all applicable maintenance and repair obligations set forth in the Lease. In the event that Sublandlord determines, in Sublandlord’s reasonable opinion, that Subtenant is in default of any maintenance and/or repair obligation set forth in the Lease which first arises after the Commencement Date, and such default may incur liability to Sublandlord upon the surrender Sublessee of the Subleased Premises upon or any portion thereof delivered by Sublessor to Sublessee shall be conclusive evidence as against Sublessee, that, at the expiration time such possession was so taken, the Subleased Premises or earlier termination such portion thereof were in good and satisfactory condition. Following the completion of the Lease Improvement Work, Sublessee shall make no alterations, installations, removals, additions or improvements in or to the Subleased Premises or any other portion of the Building except with the written consent of Sublessor (excluding cosmetic alterations in the Subleased Premises that do not affect the Building's structure or base building systems and cost no more than $50,000.00 in the aggregate for a “Required Repair Item”single project), then Sublandlord which consent Sublessor shall grant or deny within fifteen (15) business days of such request and the written consent of Prime Lessor in accordance with Section 5.9 of the Prime Lease. Notwithstanding the foregoing, Sublessor hereby approves Sublessee's improvement work (the "Improvement Work") as set forth on Exhibit C attached hereto; provided, however, Sublessee acknowledges that it must still obtain Prime Lessor's consent to such Improvement Work in accordance with Section 5.9 of the Prime Lease. Sublessee's contractor(s) shall perform the Improvement Work in compliance with the provisions of Section 5.9 of the Prime Lease. Any work shall be done in accordance with the plans and specifications submitted to and approved by Sublessor and Prime Lessor, except that Sublessor will not need to approve plans and specifications for minor non-structural modifications that do not affect the Building's structure or base building systems, provided that Sublessee must still obtain Prime Lessor's approval of the plans and specifications. No structural alterations shall be done. All such minor, non-structural modifications made by Sublessee shall be done at Sublessee's sole cost and expense in a good and workmanlike manner using new materials of first-class quality consistent with the style and finish of the Subleased Premises. Sublessee shall secure all necessary permits in advance of commencement of any work and shall keep the Subleased Premises free of any mechanics or other liens and shall hold Sublessor and Prime Lessor harmless from any loss, cost or damage arising out of any work done by Sublessee or its agents or contractors. Sublessee shall have the right to notify Subtenant of any such Required Repair Items. Subtenant shall be obligated to cure such Required Repair Items within thirty (30) days of such notice from Sublandlord, or, if such Required Repair Items cannot be reasonably completed in such thirty (30) day period, such longer period as reasonably necessary to cure such Required Repair Items, use its own contractor so long as Subtenant has commenced such cure and diligently pursues such cure to completionsaid Contractor complies with the requirements of the Prime Lease. In no event shall Sublandlord’s rights hereunder impose any additional and/or greater repair or maintenance standards from those set forth All contractors working for Sublessee in the Lease. In the event Subtenant fails to cure such Required Repair Items as set forth above, then such failure Subleased Premises shall be deemed a default under properly insured and shall provide certificates of insurance naming Sublessor and Prime Lessor as additional insureds prior to commencement of any work. Sublessee shall keep and maintain the Subleased Premises and the fixtures and equipment therein clean and in good order, repair and condition, except for reasonable wear and tear and damage by fire or other casualty or condemnation. Sublessee shall, at its sole cost and expense, decommission the Lab Space upon the Expiration Date or such earlier date upon which this SubleaseSublease may expire, entitling Sublandlord be canceled or be terminated pursuant to exercise any of its rights and remedies hereinthe terms or provisions of the Prime Lease, including, without limitation, the self help rights set forth abovethis Sublease or applicable law.

Condition of Subleased Premises. (a) Subtenant shall maintain represents and repair warrants that it has made a thorough examination of the Subleased Premises and it is familiar with the condition thereof. Subtenant acknowledges that it enters into this Sublease without any representation or warranties by Sublandlord or anyone acting or purporting to act on behalf of Sublandlord, as to present or future condition of the Subleased Premises or the appurtenances thereto or any improvements therein or of the Building, except as otherwise expressly set forth herein. It is further agreed that Subtenant does and will accept the Subleased Premises in the Required Condition, and Sublandlord has no obligation to perform any work therein or contribute to the cost of any work to prepare the Subleased Premises for Subtenant’s occupancy except as necessary to deliver the Premises in the Required Condition. In addition, Sublessee expressly acknowledges and agrees that all furniture, equipment, fixtures and telecommunications equipment (“Transferred Property”), as listed in the attached Exhibit C, will remain with the Subleased Premises and become the property of Sublessee upon the expiration of this Sublease. Subtenant may remove all or any portion of the Transferred Property from the Subleased Premises during the Term. Subtenant will, throughout the Term and at its sole cost, keep and maintain the Subleased Premises and all fixtures and equipment located therein in the condition required pursuant to the Xxxxxxxxx, as incorporated herein. All repairs and replacements required of Subtenant in connection herewith shall be of a quality and class at least equal to the minimum building standards established by Overlandlord and shall be done in a good and workmanlike manner consistent in compliance with Sublandlord’s obligations under all applicable laws and the Leaseterms and conditions of this Sublease. If Subtenant fails to maintain the Subleased Premises in compliance with the terms hereof, Sublandlord shall have the right to enter the Subleased Premises from time to time upon reasonable prior notice to Subtenant, during normal business hours do such acts and escorted by Subtenant (if Subtenant makes expend such escort funds as are reasonably available). Sublandlord’s right of entry shall include the right of inspection to confirm that Subtenant is in compliance with all applicable maintenance required and repair obligations set forth in the Lease. In the event that Sublandlord determines, in Sublandlord’s reasonable opinion, that Subtenant is in default of any maintenance and/or repair obligation set forth in the Lease which first arises after the Commencement Date, and such default may incur liability to Sublandlord upon the surrender of the Subleased Premises upon the expiration or earlier termination of the Lease (a “Required Repair Item”), then Sublandlord shall have the right to notify Subtenant of any such Required Repair Items. Subtenant shall be obligated to cure such Required Repair Items within thirty (30) days of such notice from Sublandlord, or, if such Required Repair Items cannot be reasonably completed in such thirty (30) day period, such longer period reimburse Sublandlord for the cost thereof as reasonably necessary to cure such Required Repair Items, so long as Subtenant has commenced such cure and diligently pursues such cure to completion. In no event shall Sublandlord’s rights hereunder impose any additional and/or greater repair or maintenance standards from those set forth in the Lease. In the event Subtenant fails to cure such Required Repair Items as set forth above, then such failure shall be deemed a default under this Sublease, entitling Sublandlord to exercise any of its rights and remedies herein, including, without limitation, the self help rights set forth aboverent upon demand.

Condition of Subleased Premises. (a) Subtenant Keane shall maintain and repair deliver the Subleased Premises broom clean and shalx xxxove old equipment not required by Subtenant. Keane will assume responsibility, if any, for complying with cixx xxd state applicable code/ordinances, other than those that are the responsibility of the Overlandlord or the Subtenant. Keane shall check that phones systems are in working order at txx xxmmencement of the term. Subtenant shall be responsible for any and all telephone maintenance issues. Keane provides no implied warranties or fitness for a manner consistent particulax xxxposes concerning said telephone equipment. Keane shall reinstall certain furniture items listed in Exhibit "X" prior to the Commencement date. The use of existing telephone hardware shall be without additional charge. Subtenant will responsible for all telephone use charges, maintenance, service and taxes, etc. associated with Sublandlord’s obligations under telephone use and operation. With the Leaseexception of the above, INTERVISUAL BOOKS, INC. Sublandlord shall have agrees that it has inspected the right Subleased Premises, agrees to enter take the same in its present "as is" condition, and acknowledges that no representation with respect to its condition has been made and that Keane will not perform any work to prepare the Subleased Premisxx xxr INTERVISUAL BOOKS, INC.'S occupancy. Any work required by INTERVISUAL BOOKS, INC. to prepare the Subleased Premises from time for its occupancy, with the exception of property removal and cleaning, and any other changes, alterations, or improvements desired to time upon be made to the Subleased Premises by Subtenant (collectively, "Alterations") shall be at the sole cost and expense of Subtenant and shall be subject to the prior written approval of Keane and the Overlandlord, which approval may be granted or wixxxxxd in Keane's reasonable discretion, and the sole discretion of the Oxxxxxxxlord and any Alterations so approved shall be performed in full compliance with the applicable provisions of the Principal Lease. Following consent of the Overlandlord, Keane shall permit INTERVISUAL BOOKS, INC. access xx xxe Subleased Premises prior notice to Subtenant, the Commencement Date during normal business hours for the purposes installation of furniture, fixtures and escorted by Subtenant equipment (if Subtenant makes such escort reasonably availableFF&E). Sublandlord’s right Access is strictly limited to FF& E installation and not occupancy. INTERVISUAL BOOKS, INC. assumes any and liability for loss/damage or destruction of entry said FF&E during that period and shall include not interfere with Keane's furniture installation work to prepare the right of inspection Xxxxxxsed Premises pursuant to confirm that Subtenant is in compliance with all applicable maintenance and repair obligations set forth in the Lease. In the event that Sublandlord determines, in Sublandlord’s reasonable opinion, that Subtenant is in default of any maintenance and/or repair obligation set forth in the Lease which first arises after the Commencement Date, and such default may incur liability to Sublandlord upon the surrender of the Subleased Premises upon the expiration or earlier termination of the Lease (a “Required Repair Item”), then Sublandlord shall have the right to notify Subtenant of any such Required Repair Items. Subtenant shall be obligated to cure such Required Repair Items within thirty (30) days of such notice from Sublandlord, or, if such Required Repair Items cannot be reasonably completed in such thirty (30) day period, such longer period as reasonably necessary to cure such Required Repair Items, so long as Subtenant has commenced such cure and diligently pursues such cure to completion. In no event shall Sublandlord’s rights hereunder impose any additional and/or greater repair or maintenance standards from those set forth in the Lease. In the event Subtenant fails to cure such Required Repair Items as set forth above, then such failure shall be deemed a default under this Sublease, entitling Sublandlord to exercise any of its rights and remedies herein, including, without limitation, the self help rights set forth aboveParagraph 6.

Condition of Subleased Premises. Sublessee represents that it has made or caused to be made a thorough examination and inspection of the Subleased Premises and is familiar with the condition of every part thereof. Sublessee agrees that, except as expressly provided herein, (ai) Subtenant it enters into this Sublease without relying upon any representations, warranties or promises by Sublessor, its agents, representatives, employees, servants or any other person in respect of the Building or the Subleased Premises, (ii) no rights, easements or licenses are acquired by Sublessee by implication or otherwise except as expressly set forth herein, (iii) Sublessor shall maintain have no obligation to do any work in order to make the Subleased Premises suitable and ready for occupancy and use by Sublessee other than ensuring that all building systems serving the Subleased Premises are in good working order, decommissioning the Lab Space in accordance with local and state regulations, and performing any of the demising work if required by code to prepare the Subleased Premises for Sublessee’s use and occupancy including “patch” and paint work, limited to repair and painting of damaged wall areas, for the Office Space and replacing ceiling tiles where needed in the Lab Space (collectively “Sublessor’s Work”) which Sublessor shall perform at its expense, and (iv) the Subleased Premises are in satisfactory condition. Sublessor shall deliver the Subleased Premises to Sublessee in broom clean condition and with all building systems serving the Subleased Premises in a manner consistent with Sublandlordgood working order. If Sublessor has not completed Sublessor’s obligations under the Lease. Sublandlord Work by July 1, 2005, Sublessee shall have the right to enter the Subleased Premises from time to time upon reasonable prior terminate this Sublease by sending written notice to Subtenant, during normal business hours and escorted Sublessor. The taking of possession by Subtenant (if Subtenant makes such escort reasonably available). Sublandlord’s right of entry shall include the right of inspection to confirm that Subtenant is in compliance with all applicable maintenance and repair obligations set forth in the Lease. In the event that Sublandlord determines, in Sublandlord’s reasonable opinion, that Subtenant is in default of any maintenance and/or repair obligation set forth in the Lease which first arises after the Commencement Date, and such default may incur liability to Sublandlord upon the surrender Sublessee of the Subleased Premises upon or any portion thereof delivered by Sublessor to Sublessee shall be conclusive evidence as against Sublessee, that, at the expiration time such possession was so taken, the Subleased Premises or earlier termination such portion thereof were in good and satisfactory condition. Following the completion of the Lease Improvement Work, Sublessee shall make no alterations, installations, removals, additions or improvements in or to the Subleased Premises or any other portion of the Building except with the written consent of Sublessor (excluding cosmetic alterations in the Subleased Premises that do not affect the Building’s structure or base building systems and cost no more than $50,000.00 in the aggregate for a “Required Repair Item”single project), then Sublandlord which consent Sublessor shall grant or deny within fifteen (15) business days of such request and the written consent of Prime Lessor in accordance with Section 5.9 of the Prime Lease. Notwithstanding the foregoing, Sublessor hereby approves Sublessee’s improvement work (the “Improvement Work”) as set forth on Exhibit C attached hereto; provided, however, Sublessee acknowledges that it must still obtain Prime Lessor’s consent to such Improvement Work in accordance with Section 5.9 of the Prime Lease. Sublessee’s contractor(s) shall perform the Improvement Work in compliance with the provisions of Section 5.9 of the Prime Lease. Any work shall be done in accordance with the plans and specifications submitted to and approved by Sublessor and Prime Lessor, except that Sublessor will not need to approve plans and specifications for minor non-structural modifications that do not affect the Building’s structure or base building systems, provided that Sublessee must still obtain Prime Lessor’s approval of the plans and specifications. No structural alterations shall be done. All such minor, non-structural modifications made by Sublessee shall be done at Sublessee’s sole cost and expense in a good and workmanlike manner using new materials of first-class quality consistent with the style and finish of the Subleased Premises. Sublessee shall secure all necessary permits in advance of commencement of any work and shall keep the Subleased Premises free of any mechanics or other liens and shall hold Sublessor and Prime Lessor harmless from any loss, cost or damage arising out of any work done by Sublessee or its agents or contractors. Sublessee shall have the right to notify Subtenant of any such Required Repair Items. Subtenant shall be obligated to cure such Required Repair Items within thirty (30) days of such notice from Sublandlord, or, if such Required Repair Items cannot be reasonably completed in such thirty (30) day period, such longer period as reasonably necessary to cure such Required Repair Items, use its own contractor so long as Subtenant has commenced such cure and diligently pursues such cure to completionsaid Contractor complies with the requirements of the Prime Lease. In no event shall Sublandlord’s rights hereunder impose any additional and/or greater repair or maintenance standards from those set forth All contractors working for Sublessee in the Lease. In the event Subtenant fails to cure such Required Repair Items as set forth above, then such failure Subleased Premises shall be deemed a default under properly insured and shall provide certificates of insurance naming Sublessor and Prime Lessor as additional insureds prior to commencement of any work. Sublessee shall keep and maintain the Subleased Premises and the fixtures and equipment therein clean and in good order, repair and condition, except for reasonable wear and tear and damage by fire or other casualty or condemnation. Sublessee shall, at its sole cost and expense, decommission the Lab Space upon the Expiration Date or such earlier date upon which this SubleaseSublease may expire, entitling Sublandlord be canceled or be terminated pursuant to exercise any of its rights and remedies hereinthe terms or provisions of the Prime Lease, including, without limitation, the self help rights set forth abovethis Sublease or applicable law.

Condition of Subleased Premises. (a) Subtenant shall maintain pcOrder acknowledges that Landlord has completed construction of the improvements to the Subleased Premises required under Article 1 of the Master Lease. pcOrder has had an opportunity to inspect the Subleased Premises and repair has found it satisfactory for pcOrder's intended use. Accordingly, pcOrder accepts the Subleased Premises in a manner consistent with Sublandlord’s obligations under the Lease. Sublandlord their "AS-IS" condition and Trilogy shall have no obligation to improve, repair, restore, or refurbish the right Subleased Premises. pcOrder acknowledges that neither Trilogy, nor any agent of Trilogy, has made any representation or warranty with respect to enter the Subleased Premises from time to time upon reasonable prior notice to Subtenant, during normal business hours and escorted by Subtenant (if Subtenant makes such escort reasonably available). Sublandlord’s right of entry shall include the right of inspection to confirm that Subtenant is in compliance with all applicable maintenance and repair obligations set forth in the Lease. In the event that Sublandlord determines, in Sublandlord’s reasonable opinion, that Subtenant is in default of or any maintenance and/or repair obligation set forth in the Lease which first arises after the Commencement Date, and such default may incur liability to Sublandlord upon the surrender other portion of the Subleased Premises upon the expiration or earlier termination of the Lease (a “Required Repair Item”), then Sublandlord shall have the right to notify Subtenant of any such Required Repair Items. Subtenant shall be obligated to cure such Required Repair Items within thirty (30) days of such notice from Sublandlord, or, if such Required Repair Items cannot be reasonably completed in such thirty (30) day period, such longer period as reasonably necessary to cure such Required Repair Items, so long as Subtenant has commenced such cure and diligently pursues such cure to completion. In no event shall Sublandlord’s rights hereunder impose any additional and/or greater repair or maintenance standards from those set forth in the Lease. In the event Subtenant fails to cure such Required Repair Items as set forth above, then such failure shall be deemed a default under this Sublease, entitling Sublandlord to exercise any of its rights and remedies herein, Office Complex including, without limitation, any representation or warranty with respect to the self help rights set forth abovesuitability or fitness of the Subleased Premises or any other portion of the Office Complex for the conduct of pcOrder's business. Subject to obtaining the prior approval of Landlord as required by Article 7 of the Master Lease and Trilogy's approval, as hereafter provided, pcOrder shall be entitled to make such alterations and improvements to the Subleased Premises as pcOrder may determine are appropriate for pcOrder's use of the Subleased Premises. Prior to undertaking any alterations of or improvements to the Subleased Premises, pcOrder shall submit a written request for approval to Trilogy, together with the plans and specifications for such alterations and improvements. Trilogy's approval shall not be unreasonably withheld, delayed or denied. If Landlord and Trilogy each gives its consent, according to the requirements of this agreement, to alterations or improvements to the Subleased Premises by pcOrder, pcOrder shall procure, at pcOrder's expense, all necessary permits before undertaking such work. All such alterations shall be done at pcOrder's sole cost and expense, and in accordance the provisions and requirements of the Master Lease and in accordance with all applicable laws, including applicable building codes and regulations.

Condition of Subleased Premises. (a) Subtenant shall maintain Landlord represents and repair warrants that the Subleased Premises shall be delivered on the Early Access Date to the Subtenant in the Delivery Condition (defined below), broom clean and free of all tenancies. Landlord shall deliver the Subleased Premises on the Early Access Date with all building systems and subsystems (including but not limited to the HVAC, electrical, plumbing, lighting, and ceiling), the roof, windows and structural elements of the building and the foundation in good working condition and repair (the “Delivery Condition”). Subtenant’s acceptance of the Subleased Premises shall not be deemed a manner consistent with Sublandlordwaiver of Subtenant’s obligations under right to have defects in the LeaseLandlord’s Work repaired at no cost to Subtenant. Sublandlord For a period of ninety (90) days following the completion of the Landlord’s Work Tenant shall have the right to enter the Subleased Premises from time to time upon reasonable prior give notice to Subtenant, during normal business hours and escorted by Subtenant (if Subtenant makes Landlord whenever any such escort defect becomes reasonably available). Sublandlord’s right of entry shall include the right of inspection to confirm that Subtenant is in compliance with all applicable maintenance and repair obligations set forth in the Lease. In the event that Sublandlord determines, in Sublandlord’s reasonable opinion, that Subtenant is in default of any maintenance and/or repair obligation set forth in the Lease which first arises after the Commencement Dateapparent, and Landlord shall repair such default may incur liability to Sublandlord upon the surrender defect as soon as practicable and at Landlord’s sole cost and expense. Subtenant represents and warrants that it has made a thorough examination of the Subleased Premises upon and it is familiar with the expiration condition thereof. Subtenant acknowledges that it enters into this Sublease without any representation or earlier termination warranties by Landlord or anyone acting or purporting to act on behalf of Landlord, as to present or future condition of the Lease Subleased Premises or the appurtenances thereto or any improvements therein or of the Building, except as otherwise expressly set forth herein. Subject to the foregoing, it is further agreed that Subtenant does and will accept the Subleased Premises “as is” in its present condition and Landlord has no obligation to perform any work therein (a “Required Repair Item”), then Sublandlord shall have the right to notify Subtenant of any such Required Repair Items. Subtenant shall be obligated to cure such Required Repair Items within thirty (30) days of such notice from Sublandlord, or, if such Required Repair Items cannot be reasonably completed in such thirty (30) day period, such longer period except for Landlord’s Work as reasonably necessary to cure such Required Repair Items, so long as Subtenant has commenced such cure and diligently pursues such cure to completion. In no event shall Sublandlord’s rights hereunder impose any additional and/or greater repair or maintenance standards from those set forth in Section 20 below), or contribute to the Lease. In the event Subtenant fails to cure such Required Repair Items as set forth above, then such failure shall be deemed a default under this Sublease, entitling Sublandlord to exercise cost of any of its rights and remedies herein, including, without limitation, the self help rights set forth abovework.

Condition of Subleased Premises. (a) Subtenant shall maintain 2.1. Sublessee acknowledges that it has inspected the Subleased Premises, including all improvements thereon as of the date of execution of this Sublease and repair that it has determined that the said Subleased Premises are in good and tenantable condition. Sublessee accepts said Subleased Premises in a manner consistent with Sublandlord’s obligations under their present condition and without any representation or warranty by Sublessor as to the Lease. Sublandlord shall have the right to enter the condition of said Subleased Premises from time or as to time upon reasonable prior notice the use or occupancy which may be made thereof and without obligation on the part of the Sublessor to Subtenantmake any alterations, during normal business hours and escorted by Subtenant (if Subtenant makes such escort reasonably available). Sublandlord’s right of entry shall include the right of inspection repairs or additions to confirm said Subleased Premises that Subtenant is in compliance with all applicable maintenance and repair obligations has not been fully set forth in this Sublease. Further, Sublessor shall not be responsible for any latent or other defect or change of condition in said Subleased Premises, and the Lease. In the rent hereunder shall in no event that Sublandlord determines, in Sublandlord’s reasonable opinion, that Subtenant is in default be withheld or diminished on account of any maintenance and/or repair obligation set forth such defect in the Lease which first arises after the Commencement Datesaid Subleased Premises nor any such change in its condition, and such default may incur liability to Sublandlord upon the surrender nor, except as provided herein, for any damage occurring thereto. Sublessee further acknowledges that a portion of the Subleased Premises upon is currently designated as a wetlands area and that Sublessor makes no representation concerning its potential utilization or capability of being developed and undertakes no obligation in respect to this area. Subject to the expiration or earlier termination provisions of Article 25 of this Sublease and Condition 25A of the Lease (a “Required Repair Item”)Master Lease, then Sublandlord shall have Sublessor agrees to cooperate with Sublessee at Sublessee's sole cost and expense in respect to any environmental review for permitting processes that may be required in order to allow utilization of this portion of the right Subleased Premises by Sublessee to notify Subtenant of any such Required Repair Items. Subtenant shall be obligated to cure such Required Repair Items within thirty (30) days of such notice from Sublandlord, or, if such Required Repair Items cannot be reasonably completed in such thirty (30) day period, such longer period as reasonably necessary to cure such Required Repair Items, so long as Subtenant has commenced such cure and diligently pursues such cure to completion. In no event shall Sublandlord’s rights hereunder impose any additional and/or greater repair or maintenance standards from those set forth in the Lease. In the event Subtenant fails to cure such Required Repair Items as set forth above, then such failure shall be deemed a default extent allowed under this Sublease, entitling Sublandlord to exercise any of its rights and remedies herein, including, without limitation, the self help rights set forth above.. END OF ARTICLE 2 ----------------

Condition of Subleased Premises. (a) The Subleased Premises shall be accepted and leased by Subtenant shall maintain and repair on an "as-is" basis. The Subtenant agrees not to make, erect, install or alter any other leasehold improvements in the Subleased Premises in a manner consistent with Sublandlord’s obligations under without having obtained the Leaseprior written approval of the Sublandlord and the Landlord. Sublandlord The Subtenant shall have the right to enter the Subleased Premises from time to time upon reasonable prior notice to Subtenant, during normal business hours and escorted by Subtenant (if Subtenant makes such escort reasonably available). Sublandlord’s right of entry shall include the right of inspection to confirm that Subtenant is in compliance comply with all terms and conditions of the Sublandlord's and Landlord's approval and the applicable maintenance and repair obligations set forth in the Lease. In the event that Sublandlord determines, in Sublandlord’s reasonable opinion, that Subtenant is in default provisions of any maintenance and/or repair obligation set forth in the Lease which first arises after the Commencement Date, and such default may incur liability dealing with same. The Subtenant shall be entitled to Sublandlord upon the surrender vacant possession of the Subleased Premises upon July 1, 2004 (assuming this Sublease Lease Agreement has been signed by the expiration or earlier termination Subtenant and the Sublandlord) to carry out any approved modifications to the Subleased Premises and for move-in purposes. At all times prior to the Commencement Date that the Subtenant is in possession of the Subleased Premises whether carrying on business or not, it shall be bound by all the provisions of the Sublease and the Lease (a “Required Repair Item”), then Sublandlord shall have except that the right to notify Subtenant of any such Required Repair Items. Subtenant shall not be obligated to cure such Required Repair Items within thirty pay Basic Rent and Additional Rent until the Commencement Date. Air handling unit / Raised floor - The air handling unit and the raised floor (30the Equipment Fixtures") days of such notice from Sublandlord, or, if such Required Repair Items cannot be reasonably completed in such thirty (30) day period, such longer period as reasonably necessary to cure such Required Repair Items, so long as Subtenant has commenced such cure and diligently pursues such cure to completion. In no event shall Sublandlord’s rights hereunder impose any additional and/or greater repair or maintenance standards from those set forth located in the Lease. In computer room of the event Subtenant fails to cure such Required Repair Items as set forth above, then such failure Subleased Premises shall be deemed a default under this Sublease, entitling Sublandlord to exercise any for the sole and exclusive use of its rights and remedies herein, including, without limitationthe Subtenant. The daily maintenance of the Equipment Fixtures shall be the sole responsibility of the Subtenant. Provided the Subtenant is in occupancy of the Subleased Premises the Equipment Fixtures shall be the sole exclusive use of the Subtenant. If the Subtenant is not in occupancy of the Subleased Premises, the self help rights set forth aboveEquipment Fixtures, including and restoration, shall revert to the Sublandlord/Landlord.

Condition of Subleased Premises. (a) Subtenant Sublessor shall maintain deliver the Subleased Premises to Sublessee in good condition and repair repair, free of all debris, and with the existing cubicles and other improvements in the Subleased Premises in a manner consistent place, except that the smaller work stations in Room 104 of the Subleased Premises will be removed by Sublessee. Sublessee will be responsible, at its cost, for separating the Subleased Premises with Sublandlord’s obligations doors from the remainder of the space ("Sublessor's Remaining Space") leased by Sublessor under the Master Lease. Sublandlord shall have , and Sublessee will install drywall or a similar material over the right to enter windows looking into the Subleased Premises from time to time upon reasonable prior notice to SubtenantSublessor's Remaining Space, during normal business hours Sublessor and escorted by Subtenant (if Subtenant makes such escort reasonably available). Sublandlord’s right of entry shall include Sublessee will split the right of inspection to confirm that Subtenant is in compliance with all applicable maintenance and repair obligations set forth cost, on a 50/50 basis, for installing card readers in the Leasestairwells of floors 2, 3 and 4. Sublessee also shall move Sublessor's furniture and equipment from the Subleased Premises and into Sublessor's Remaining Space, after Sublessor has prepared same for moving. In addition, Sublessee will rearrange Sublessor's cubicles in Sublessor's Remaining Space pursuant to a reasonable plan to be mutually agreed upon by Sublessor and Sublessee. To the best of Sublessor's knowledge, Sublessor warrants to Sublessee that the plumbing, lighting, air conditioning, heating and other systems in the Subleased Premises shall be in good operating condition on the Commencement Date. In the event that Sublandlord determinesit is determined that this warranty has been violated, in Sublandlord’s reasonable opinion, that Subtenant is in default then Sublessor shall use its best efforts to cause Master Lessor to rectify such violation. If Sublessee fails to give Sublessor notice of any maintenance and/or repair obligation set forth in the Lease which first arises such violation within ninety (90) days after the Commencement Date, and such default may incur liability to Sublandlord upon the surrender of then the Subleased Premises upon the expiration or earlier termination of the Lease (a “Required Repair Item”), then Sublandlord shall have the right to notify Subtenant of any such Required Repair Items. Subtenant shall be obligated to cure such Required Repair Items within thirty (30) days of such notice from Sublandlord, or, if such Required Repair Items cannot be reasonably completed in such thirty (30) day period, such longer period as reasonably necessary to cure such Required Repair Items, so long as Subtenant has commenced such cure and diligently pursues such cure to completion. In no event shall Sublandlord’s rights hereunder impose any additional and/or greater repair or maintenance standards from those set forth in the Lease. In the event Subtenant fails to cure such Required Repair Items as set forth above, then such failure shall be deemed a default to be in good condition and repair, with the exception of any latent defects which Sublessor shall use its best efforts to cause Master Lessor to remedy promptly after receipt of notice from Sublessee; provided, however, that Sublessor shall in no event be required to incur (unless Sublessee agrees in writing to reimburse Sublessor for same) material costs to third parties to cause Master Lessor to perform Master Lessor's obligations under this Sublease, entitling Sublandlord to exercise any of its rights and remedies herein, including, without limitation, the self help rights set forth aboveSection 7.3.

Condition of Subleased Premises. (a) Subtenant shall maintain and repair Except for Sublandlord’s Work, the Subleased Premises are being leased in a manner consistent with their “AS-IS” condition as of the date of this Sublease (reasonable wear and tear excepted) and the parties acknowledge that Sublandlord has made no representations concerning the condition or suitability of the Subleased Premises except as expressly set forth herein. To the best of Sublandlord’s obligations under knowledge, the LeasePersonal Property and all Building systems (including, without limitation, HVAC, plumbing, electrical, life safety, security and lighting systems) servicing the Subleased Premises are in good working order and repair as of the date of this Sublease. Sublandlord and Subtenant shall agree upon the Punch-list Items, if any, within fifteen (15) days after the Commencement Date and Sublandlord shall thereafter use commercially reasonable efforts to complete such Punch-list Items in an expeditious manner at its sole cost and expense (and Subtenant shall provide Sublandlord and its contractors with such access to the Subleased Premises as is reasonably necessary to do so). Upon the expiration or earlier termination of the Sublease Term, Subtenant shall surrender the Space in the condition required by Section 29 of the Original Lease upon the expiration of the term thereof and remove all of (i) its personal property from the Space (and repair any damage caused by such removal), (ii) Subtenant’s Security System and (iii) any other Alterations which Sublandlord shall have reasonably requested that Subtenant remove at the right time at which Sublandlord shall have consented to enter the Subleased Premises from time to time upon reasonable prior notice to Subtenant, during normal business hours and escorted by Subtenant (if Subtenant makes such escort reasonably availablesame in accordance with Section 5(b). Sublandlord’s right of entry Notwithstanding the foregoing, in no event shall include the right of inspection Subtenant have any obligation to confirm that Subtenant is remove (i) any alterations, improvements or cabling in compliance with all applicable maintenance and repair obligations set forth place in the Lease. In the event that Space made or installed by Landlord or by or on behalf of Sublandlord determines, in Sublandlord’s reasonable opinion, that Subtenant is in default of any maintenance and/or repair obligation set forth in the Lease which first arises after prior to the Commencement Date, and (ii) the Subtenant Approved Alterations (except for any signage installed as part of the Subtenant Approved Alterations), or (iii) any Hazardous Substances not placed on or about the Subleased Premises by or on behalf of Subtenant or anyone claiming by, through or under Subtenant. If Subtenant shall be required to remove any Alterations pursuant to this Section 10, then upon such default may incur liability to Sublandlord upon removal, Subtenant shall restore the surrender affected portion of the Subleased Premises to substantially the condition existing prior to the installation of such Alteration. Subject to the provisions of Article 14(q) hereof, upon the expiration or earlier termination of the Lease (a “Required Repair Item”)Sublease Term, then Sublandlord shall have the right to notify Subtenant of any such Required Repair Items. Subtenant shall be obligated deliver the Personal Property to cure such Required Repair Items within thirty (30) days Sublandlord. The provisions of such notice from Sublandlord, or, if such Required Repair Items cannot be reasonably completed in such thirty (30) day period, such longer period as reasonably necessary to cure such Required Repair Items, so long as Subtenant has commenced such cure and diligently pursues such cure to completion. In no event this Section 10 shall Sublandlord’s rights hereunder impose any additional and/or greater repair survive the expiration or maintenance standards from those set forth in the Lease. In the event Subtenant fails to cure such Required Repair Items as set forth above, then such failure shall be deemed a default under earlier termination of this Sublease, entitling Sublandlord to exercise any of its rights and remedies herein, including, without limitation, the self help rights set forth above.

Condition of Subleased Premises. (a) Subtenant Sublessor shall maintain have no obligation ------------------------------- to furnish, render or supply any work, labor, services, fixtures, equipment, decorations or other items to make the Subleased Premises ready or suitable for Sublessee's occupancy, except that it shall be responsible for construction of demising walls. In making and repair executing this Sublease, Sublessee has relied solely on such investigations, examinations and inspections as Sublessee has chosen to make or have made. Sublessee acknowledges that Sublessor has afforded Sublessee the opportunity for full and complete investigations, examinations and inspections. Sublessee accepts the Subleased Premises in a manner consistent with Sublandlord’s obligations under the Leasean "AS IS" condition. Sublandlord shall have the right Sublessee intends to enter perform certain constriction in the Subleased Premises from time to time upon reasonable prior notice to Subtenant, during normal business hours and escorted by Subtenant (if Subtenant makes such escort reasonably availablethe "Sublessee Improvements"). Sublandlord’s right of entry shall include the right of inspection to confirm that Subtenant is in compliance with all applicable maintenance and repair obligations set forth in the Lease. In the event that Sublandlord determines, in Sublandlord’s reasonable opinion, that Subtenant is in default of any maintenance and/or repair obligation set forth in the Lease which first arises after the Commencement Date, and such default may incur liability to Sublandlord upon the surrender of the Subleased Premises upon the expiration or earlier termination of the Lease (a “Required Repair Item”), then Sublandlord shall have the right to notify Subtenant of any such Required Repair Items. Subtenant Sublessee shall be obligated to cure responsible for any costs associated with such Required Repair Items within thirty (30) days construction of such notice from Sublandlord, or, if such Required Repair Items cannot be reasonably completed in such thirty (30) day period, such longer period as reasonably necessary to cure such Required Repair Items, so long as Subtenant has commenced such cure and diligently pursues such cure to completion. In no event shall Sublandlord’s rights hereunder impose any additional and/or greater repair or maintenance standards from those set forth in the Lease. In the event Subtenant fails to cure such Required Repair Items as set forth above, then such failure shall be deemed a default under this Sublease, entitling Sublandlord to exercise any of its rights and remedies hereinSublessee Improvements, including, without limitation, architectural fees, and the self help rights set forth abovecost of entrance doors to the reception area, except that Sublessor agrees to be responsible for the cost of construction of demising walls. Sublessor shall be responsible for demising the Subleased Premises in such a way as to give Sublessee elevator identity. AU construction undertaken shall be subject to the terms of, and in accordance with the provisions of, the Main Lease, as well as of this Sublease. Without limiting the foregoing, Sublessee agrees to obtain approval of final plans for construction from (i) the Landlord, OCP Limited Partnership, notwithstanding that certain construction may not require such approval under the Main Lease if performed by Sublessor, and (H) Sublessor, which approval by Sublessor will not be unreasonably withheld or delayed. Sublessee agrees to make diligent efforts to cause such construction to be completed as soon as is reasonably possible. Such construction shall be deemed to be substantially completed on the date (the "Substantial Completion Date") that all such construction has been completed except for items of work and adjustment of equipment and fixtures which can be completed after occupancy has been taken by Sublessee without causing substantial interference with Sublessee's use of the Subleased Premises (i.e. so-called "punch list" items). In the event that Sublessor and Sublessee disagree as to whether the Substantial Completion Date has occurred, Design Sciences of Concord, Massachusetts shall reasonably make such determination in good faith, which determination shall be conclusive. Sublessee may enter the Subleased Premises upon receipt of Landlord's approval of this Sublease for the purpose of installing Tenant's systems, wiring, furnishings, and trade fixtures, provided, however, that upon any such entry Tenant shall be subject to all of the provisions of this Sublease, except the obligation to pay Fixed Rent, Taxes, and Additional Charges.

Condition of Subleased Premises. On the Commencement Date, the Subleased Premises shall be delivered to Sublessee in the condition existing on the date hereof, with all electrical, plumbing, gas, safety, security, sewer, fire suppression, restrooms, and water systems in good operating condition. Sublessee acknowledges that it has had an opportunity thoroughly to inspect the condition of the Subleased Premises, and Sublessee agrees that, subject only to the foregoing, Sublessee is leasing the Subleased Premises on an “AS IS” basis, with all defects, without any representation or warranty by Sublessor or its agents as to the condition of the Subleased Premises or their fitness for Sublessee’s use, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Subleased Premises, and any easements, covenants or restrictions of record. Sublessee acknowledges that Sublessor and its agents have not made any representations or warranties that the Subleased Premises or the Building comply with legal requirements, including, but not limited to, the ADA, Title 24, any Transportation Management Plans, or any laws relating to hazardous substances or materials, and as a material inducement to Sublessor, Sublessee assumes responsibility for causing the Subleased Premises to comply with all legal requirements throughout the Term to the extent and only to the extent the same become applicable as a result of the introduction of hazardous substances to the Subleased Premises by Sublessee or any of its agents, contractors or employees, special circumstances of Sublessee’s employees (aand not generally applicable to the Building under the ADA), Sublessee’s particular use of (or change of use from that currently obtaining in) Subtenant the Subleased Premises, or Sublessee’s construction of alterations in the Subleased Premises. Sublessee acknowledges that it has satisfied itself that the Subleased Premises are suitable for its intended use. Sublessor shall maintain have no obligation to do any work in and repair to the Subleased Premises in a manner consistent with Sublandlord’s obligations under the Lease. Sublandlord shall have the right order to enter prepare the Subleased Premises from time for occupancy or use by Sublessee. Sublessee shall make no alterations, installations, removals, additions or improvements in or to time upon reasonable prior notice to Subtenant, during normal business hours and escorted by Subtenant (if Subtenant makes such escort reasonably available). Sublandlord’s right of entry shall include the right of inspection to confirm that Subtenant is in compliance with all applicable maintenance and repair obligations set forth in the Lease. In the event that Sublandlord determines, in Sublandlord’s reasonable opinion, that Subtenant is in default of any maintenance and/or repair obligation set forth in the Lease which first arises after the Commencement Date, and such default may incur liability to Sublandlord upon the surrender of the Subleased Premises or any other portion of the Building except with the consent of (a) Sublessor, which shall not be unreasonably withheld or delayed, (b) Prime Lessor in accordance with and to the extent required by Article 10 of the Prime Lease and (c) Master Lessor in accordance with and to the extent required by Article 10 of the Master Lease; provided, however, that, subject to the last sentence of this paragraph, Sublessor shall be entitled to condition its consent upon Sublessee’s removal of the proposed alterations upon the expiration or earlier termination of the Lease (a “Required Repair Item”)this Sublease. Any alterations, then Sublandlord shall have the right installations, removals, additions or improvements consented to notify Subtenant of any such Required Repair Items. Subtenant by Sublessor, Prime Lessor and Master Lessor shall be obligated performed at Sublessee’s sole cost. At the time Sublessee submits plans to cure such Required Repair Items within thirty Sublessor for Sublessor’s approval, Sublessor shall, upon request of Sublessee, inform Sublessee whether it will require any alteration or improvement to be removed from the Subleased Premises upon the expiration of the Sublease term, provided, however, that Sublessor shall not unreasonably require that any alteration or improvement be so removed. All trade fixtures and personal property, including furniture, furnishings, and audio visual or other similar technical or specialty installations, installed in the Subleased Premises at Sublessee’s expense (30“Tenant’s Property”) days of such notice from Sublandlordshall at all times remain Sublessee’s property and Sublessee shall be entitled to all depreciation, oramortization and other tax benefits with respect thereto. Except for Tenant’s Property, if such Required Repair Items which cannot be reasonably completed removed without material injury to the Subleased Premises, at any time Sublessee may remove Tenant’s Property from the Subleased Premises, provided Sublessee repairs all damage caused by such removal and restores the Subleased Premises to a condition consistent with the then condition of the balance of the Subleased Premises. Upon request, Sublessor shall execute a lien waiver in such thirty reasonable form acknowledging its lack of any interest or title in Tenant’s Property. Sublessee shall not misuse the Furniture, fixtures and equipment (30other than Tenant’s Property) day periodand shall keep the same in clean condition, such longer period as reasonably necessary reasonable wear and tear and damage by fire or other casualty, Master Lessor, Prime Lessor, Sublessor or their respective agents, employees and contractors, and hazardous substances not introduced to cure such Required Repair Itemsthe Subleased Premises by Sublessee or its agents, so long as Subtenant has commenced such cure and diligently pursues such cure employees or contractors excepted. Notwithstanding anything to completion. In no event shall Sublandlord’s rights hereunder impose any additional and/or greater repair or maintenance standards from those set forth the contrary in the Lease. In the event Subtenant fails to cure such Required Repair Items as set forth above, then such failure shall be deemed a default under this Sublease, entitling Sublandlord Sublessee shall have no obligation to perform, construct, repair, maintain, make or reimburse Sublessor for any improvement, (i) necessitated by the acts or negligence of Sublessor, Master Lessor, Prime Lessor, any other occupant of the building or the project, or their respective agents, employees, invitees or contractors, (ii) occasioned by the exercise of the power of eminent domain or any peril that would be covered by the customary form of its rights so-called “special form, extended coverage” casualty insurance, (iii) to the structure or common areas of the building or the project or the heating, ventilating, air conditioning, electrical, water, sewer, and remedies herein, including, without limitationplumbing systems serving the Subleased Premises, the self help rights set forth abovebuilding, or the project, unless caused by the acts or negligence of Sublessee or its agents, employees or contractors, (iv) to any portion of the building or the project outside of the demising walls of the Subleased Premises, unless caused by the acts or negligence of Sublessee or its agents, employees or contractors, (v) occasioned by the presence of any hazardous substance on or about the Subleased Premises, other than hazardous substances introduced into the Subleased Premises by Sublessee or its agents, employees or contractors, or persons under its control, (vi) which is expressly the obligation of the Prime Lessor under the Prime Lease or the Master Lessor under the Master Lease, (vii) except to the extent Sublessee’s obligation under the first paragraph of this Section 6, required as a consequence of any law, rule, regulation, ordinance, covenant, condition or restriction or occasioned by any construction defect or legal violation of the Subleased Premises, the building or the project, (viii) which would customarily be reimbursable under any “special form, extended coverage” casualty insurance policy, or (ix) except to the extent Sublessee’s obligation under the first paragraph of this Section 6, which could be treated as a “capital expenditure” under generally accepted accounting principles.

Condition of Subleased Premises. (a) Subtenant shall maintain and repair the Subleased Premises in a manner consistent with Subject to Sublandlord’s obligations under the LeaseSurrender Plan set forth in Section 6(h) hereof, Subtenant is leasing the Subleased Premises “as is”, and Sublandlord shall have no obligation to furnish, render or supply any work, labor, services, material, fixtures, equipment or decorations to make the Subleased Premises ready for Subtenant’s occupancy. The taking of possession of the Subleased Premises by Subtenant shall be conclusive evidence as against Subtenant that the Subleased Premises was in satisfactory condition at the time possession was taken. Subtenant’s acceptance of the Subleased Premises in its “as is” condition is only as against Sublandlord, and does not negate any obligation of Main Landlord to perform work in the Subleased Premises under the Direct Lease with Subtenant. In making and executing this Sublease, Subtenant has relied solely on such investigations, examinations and inspections as Subtenant has chosen to make or has made and Sublandlord’s representations in Sections 4 and 24 hereunder. Subtenant acknowledges that Sublandlord has afforded Subtenant the opportunity for full and complete investigations, examinations, and inspections. The Subleased Premises shall be delivered “broom clean” and vacant, except that the Purchased Assets shall remain in the Subleased Premises. If this Sublease terminates prior to the Expiration Date for any reason, Subtenant shall remove the Purchased Assets from the Subleased Premises prior to the effective date of such termination at the sole cost of Subtenant. Other than as set forth herein, Subtenant acknowledges that no representations with respect to the condition of the Subleased Premises have been made to it. Notwithstanding the foregoing, the parties acknowledge that an inspectional review of the Subleased Premises and the Building is being carried out on behalf of Main Landlord and Subtenant and (i) Subtenant shall use reasonable efforts to cause such inspectional review to be completed within four weeks of the date of execution of this Sublease by both parties, (ii) both Subtenant and Sublandlord shall have the right to enter oversee the Subleased Premises from time to time upon reasonable prior notice to Subtenantinspection and review the resulting report, during normal business hours which shall identify all systems and escorted by Subtenant elements that are not in good working order and legally compliant, (if Subtenant makes such escort reasonably available). Sublandlord’s right iii) Main Landlord and Sublandlord shall determine which of entry Main Landlord and Sublandlord shall include the right of inspection to confirm that Subtenant is in compliance with all applicable maintenance and repair obligations set forth be responsible for correcting each deficiency identified in the Lease. In the event that Sublandlord determinesreport, in Sublandlord’s reasonable opinioncorrection of which is necessary to restore such equipment to good working order, that Subtenant is in default of any maintenance and/or repair obligation set forth in the Lease which first arises after and shall commit to correcting such deficiencies to good working order prior to the Commencement Date, or, if reasonably required, within a reasonable time thereafter, and (iv) if Main Landlord and Sublandlord do not come to an agreement within two (2) weeks following the issuance of such default may incur liability report on allocating the correction of all such deficiencies between Main Landlord and Sublandlord, including a plan to Sublandlord upon correct such deficiencies prior to the surrender of the Subleased Premises upon the expiration Commencement Date (or earlier termination of the Lease (within a “Required Repair Item”time period thereafter, reasonably satisfactory to Subtenant), then Sublandlord, Subtenant and Main Landlord shall meet and negotiate in good faith for an additional period not to exceed fifteen (15) days (unless otherwise agreed in writing between Sublandlord and Subtenant) with the objective of agreeing upon a plan to address any such deficiencies, and if the parties fail to agree upon such a plan, either Subtenant or Sublandlord shall have the right to notify Subtenant of any such Required Repair Items. Subtenant shall be obligated to cure such Required Repair Items within thirty (30) days of such notice from Sublandlord, or, if such Required Repair Items cannot be reasonably completed in such thirty (30) day period, such longer period as reasonably necessary to cure such Required Repair Items, so long as Subtenant has commenced such cure and diligently pursues such cure to completion. In no event shall Sublandlord’s rights hereunder impose any additional and/or greater repair or maintenance standards from those set forth in the Lease. In the event Subtenant fails to cure such Required Repair Items as set forth above, then such failure shall be deemed a default under terminate this Sublease, entitling and upon termination, Sublandlord shall return the Security Deposit in accordance with Section 5 and this Sublease shall otherwise have no further force and effect. If Sublandlord fails to exercise correct any such deficiency within the agreed time period, provided Sublandlord is not diligently working to correct such deficiencies, then Subtenant shall have the right, but not the obligation, to undertake such work and Subtenant may offset the costs of its rights and remedies hereinsuch work against Rent thereafter otherwise payable to Sublandlord, includingprovided Subtenant obtains Sublandlord’s written consent to the costs of such work prior to commencing such work, without limitation, the self help rights set forth aboveSublandlord not to unreasonably withhold or delay such consent.

Condition of Subleased Premises. The Subleased Premises shall be delivered to Subtenant by Sublandlord in its present condition existing on the Sublease Commencement Date. Subtenant agrees that none of the terms contained in the Master Lease with respect to the initial construction or completion of the Premises (aor any allowances or other sums provided therefor) Subtenant shall maintain and repair are applicable to the Subleased Premises or this Sublease. Moreover, Subtenant hereby represents, warrants and agrees that (i) it has made a complete examination and inspection of the Subleased Premises, including any and all improvements constructed and/or equipment or facilities existing therein or thereon, and accepts the same in a manner consistent with its current condition, “As-Is”, “Where-Is”, without recourse to Sublandlord’s obligations under the Lease. , and (ii) Sublandlord shall have no obligation to complete any improvements whatsoever to, or provide any allowances for, the right to enter Subleased Premises. SUBLANDLORD MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBLEASED PREMISES OR ANY IMPROVEMENTS, EQUIPMENT, FIXTURES OR FACILITIES CONSTRUCTED OR LOCATED THEREIN OR THEREON. ALL IMPLIED WARRANTIES WITH RESPECT THERETO, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY, HABITABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY NEGATED AND WAIVED. Subtenant hereby assumes all risks associated with the Subleased Premises from time to time upon reasonable prior notice to Subtenantand all improvements, during normal business hours and escorted by Subtenant equipment, fixtures or facilities constructed or located therein or thereon (if Subtenant makes such escort reasonably available). Sublandlord’s right of entry shall include including the right of inspection to confirm that Subtenant is in compliance with all applicable maintenance and repair obligations set forth in the Lease. In the event that Sublandlord determines, in Sublandlord’s reasonable opinion, that Subtenant is in default present physical condition of any maintenance and/or repair obligation set forth in of the Lease which first arises after the Commencement Dateforegoing), and such default may incur except for any claim, loss, damage, expense or liability arising from the negligence or willful misconduct of Sublandlord, its agents, contractors, employees, licensees or invitees, agrees to indemnify and hold harmless Sublandlord from and against any claim, loss, damage, expense (including without limitation reasonable attorneys’ fees and costs) or liability arising out of or based upon any injury or damage to person or property occurring on the surrender Subleased Premises during the Subtenant’s occupancy of the Subleased Premises upon the expiration or earlier termination of the Lease (a “Required Repair Item”), then Sublandlord shall have the right to notify Subtenant of any such Required Repair Items. Subtenant shall be obligated to cure such Required Repair Items within thirty (30) days of such notice from Sublandlord, or, if such Required Repair Items cannot be reasonably completed in such thirty (30) day period, such longer period as reasonably necessary to cure such Required Repair Items, so long as Subtenant has commenced such cure and diligently pursues such cure to completion. In no event shall Sublandlord’s rights hereunder impose any additional and/or greater repair or maintenance standards from those set forth in the Lease. In the event Subtenant fails to cure such Required Repair Items as set forth above, then such failure shall be deemed a default under this Sublease, entitling Sublandlord to exercise any of its rights and remedies herein, including, without limitation, the self help rights set forth above.

Condition of Subleased Premises. (a) Subtenant shall maintain and repair the The Subleased Premises shall be delivered to Sublessee by Sublessor in a manner consistent with Sublandlord’s obligations under its present condition existing on the LeaseSublease Commencement Date. Sublandlord shall have Sublessor and Sublessee agree that none of the right to enter the Subleased Premises from time to time upon reasonable prior notice to Subtenant, during normal business hours and escorted by Subtenant (if Subtenant makes such escort reasonably available). Sublandlord’s right of entry shall include the right of inspection to confirm that Subtenant is in compliance with all applicable maintenance and repair obligations set forth terms contained in the Lease. In Master Lease with respect to the event that Sublandlord determines, in Sublandlord’s reasonable opinion, that Subtenant is in default construction or completion of any maintenance and/or repair obligation set forth in the Lease which first arises after the Commencement Date, and such default may incur liability to Sublandlord upon the surrender of the Subleased Premises upon the expiration or earlier termination of the Lease improvements (a “Required Repair Item”), then Sublandlord shall have the right to notify Subtenant of any such Required Repair Items. Subtenant shall be obligated to cure such Required Repair Items within thirty (30) days of such notice from Sublandlord, or, if such Required Repair Items cannot be reasonably completed in such thirty (30) day period, such longer period as reasonably necessary to cure such Required Repair Items, so long as Subtenant has commenced such cure and diligently pursues such cure to completion. In no event shall Sublandlord’s rights hereunder impose any additional and/or greater repair or maintenance standards from those set forth in the Lease. In the event Subtenant fails to cure such Required Repair Items as set forth above, then such failure shall be deemed a default under this Sublease, entitling Sublandlord to exercise any of its rights and remedies herein, including, without limitation, the self help rights construction and maintenance of the Vessel Mooring System) are applicable to the Subleased Premises or this Sublease, except as expressly set forth abovein this Sublease below. From and after the Sublease Commencement Date, Sublessee hereby assumes all risks associated with the Controlled Premises and all improvements, equipment, fixtures or facilities constructed or located therein or thereon (including the physical condition of any of the foregoing), and Sublessee shall indemnify and hold harmless Sublessor from and against any claim, loss, damage, expense (including without limitation reasonable attorneys' fees and costs) or liability arising out of or based upon any injury or damage to person or property occurring on the Controlled Premises during the Sublessee's occupancy of the Controlled Premises under this Sublease, unless caused by the negligence or intentional torts of Sublessor, or its agents, servants or employees. Furthermore, except as otherwise expressly provided in this Sublease to the contrary, Sublessor shall not be liable to Sublessee, or to Sublessee's agents, servants or employees for any claim, loss, damage, expense or liability arising out of or based upon any injury or damage to person or property occurring on the Common Areas which is caused by the negligence or intentional torts of Sublessee, or its agents, servants or employees, and Sublessee shall indemnify and hold Sublessor harmless from and against all liability and claims (including, without limitation, reasonable attorneys' fees and costs) for or related to the same. Except as otherwise expressly provided in this Sublease to the contrary, Sublessee shall not be liable to Sublessor, or to Sublessor's agents, servants or employees for any claim, loss, damage, expense or liability arising out of or based upon any injury or damage to person or property occurring on the Common Areas which is caused by the negligence or intentional torts of Sublessor, or its agents, servants or employees, and Sublessor agrees to indemnify and hold Sublessee harmless from and against all liability and claims (including, without limitation, reasonable attorneys' fees and costs) for or related to the same.

Condition of Subleased Premises. (a) On the Commencement Date, Sublandlord shall deliver the Subleased Premises, and Subtenant agrees to accept the Subleased Premises, in its “as is” broom clean condition as of the date hereof. Sublandlord shall maintain and repair not be obligated to perform any work or furnish any materials in, to or about the Subleased Premises in a manner consistent with Sublandlord’s obligations under the Lease. Sublandlord shall have the right order to enter prepare the Subleased Premises from time to time upon reasonable prior notice to Subtenant, during normal business hours and escorted for use or occupancy by Subtenant (if Subtenant makes such escort reasonably available)or otherwise except as set forth in herein and/or Exhibit C attached hereto. Sublandlord’s right of entry All work performed by Sublandlord under this Section 3 shall include the right of inspection to confirm that Subtenant is be performed in compliance a good and workmanlike manner in accordance with all applicable maintenance laws. Sublandlord, at its cost and repair obligations set forth prior to the Commencement Date, shall be responsible for demising the Subleased Premises in accordance with the Leaseterms of this Section 3. Sublandlord shall, at its sole cost and expense, barricade the stairwell and remove the video conference equipment in accordance with Exhibit C (the “Stairwell Treatment”) attached hereto. Subtenant shall have no responsibility for any code regulations/sprinkler/demising work associated with the Stairwell Treatment. Any necessary HVAC and/or electrical demising work shall be performed by Sublandlord at its sole cost and expense so the Subleased Premises is delivered as its own floor with separate electrical demising and proper HVAC balancing. Furthermore, Sublandlord at its sole cost and expense shall remove all video conferencing equipment from the Premises prior to the date which is 180 days following the Execution Date (the “Video Equipment Removal Date”). In the event that Sublandlord determinesdoes not remove such video conferencing equipment by the Video Equipment Removal Date, in Sublandlord’s reasonable opinion, that Subtenant is in default of any maintenance and/or repair obligation addition to the abatement set forth in Article 4, Rent shall xxxxx for one additional day for every day beyond the Lease which first arises after Video Equipment Removal Date that Sublandlord fails to remove the Commencement Date, and such default may incur liability to Sublandlord upon the surrender of the Subleased Premises upon the expiration or earlier termination of the Lease (a “Required Repair Item”), then Sublandlord video conferencing equipment. Subtenant shall have the right to notify perform modifications to the Subleased Premises during the course of the Sublease Term in accordance with the Master Lease. Any improvements will be paid by Subtenant and are subject to both Sublandlord and Landlord’s reasonable approval rights, not to be unreasonably withheld, conditioned, or delayed in the case of any such Required Repair ItemsSublandlord. Subtenant shall be obligated to cure such Required Repair Items within thirty (30) days agrees that in executing this Sublease, it has not relied upon any statements, representations, covenants or warranties made by Sublandlord or any person acting on behalf of such notice from Sublandlord, orSublandlord other than those, if any, expressly set forth in this Sublease, and on such Required Repair Items cannot be reasonably completed in such thirty (30) day periodinvestigations, such longer period as reasonably necessary to cure such Required Repair Items, so long examinations and inspections as Subtenant has commenced such cure and diligently pursues such cure chosen to completion. In no event shall Sublandlord’s rights hereunder impose any additional and/or greater repair make or maintenance standards from those set forth in the Lease. In the event Subtenant fails to cure such Required Repair Items as set forth above, then such failure shall be deemed a default under this Sublease, entitling Sublandlord to exercise any of its rights and remedies herein, including, without limitation, the self help rights set forth abovehas made.

Condition of Subleased Premises. (a) Subtenant shall maintain and repair has inspected the Subleased Premises in a manner consistent fully familiar with Sublandlord’s obligations under the Leasecondition thereof. Sublandlord Subtenant shall have the right to enter take possession of the Subleased Premises from (together with the Furniture) in their “as is” condition and state of repair on the date of this Sublease, subject to reasonable wear and tear, and Subtenant acknowledges that, except as expressly set forth in this Sublease, Sublandlord has made no representation or warranty concerning the condition of the Subleased Premises, and Sublandlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to the Subleased Premises to prepare the Subleased Premises for Subtenant’s occupancy. The taking of occupancy of the whole or any part of the Subleased Premises shall be conclusive evidence, as against Subtenant, that Subtenant accepts possession of the same and that the Subleased Premises (or that part of the Subleased Premises occupied by Subtenant, as the case may be) was in good and satisfactory condition at the time such occupancy was so taken; however, Subtenant’s failure to time upon reasonable take possession of the Subleased Premises shall not be deemed evidence that the same was not in good or satisfactory condition. Without limiting the foregoing, prior notice to the Sublease Commencement Date, Sublandlord shall cause the carpeting located within the Subleased Premises to be shampooed and the interior of the windows within the Subleased Premises to be cleaned. Subtenant shall be permitted to use, at no additional cost to Subtenant, during normal business hours and escorted by Subtenant (if Subtenant makes such escort reasonably available). Sublandlord’s right of entry shall include the right of inspection to confirm that Subtenant is in compliance with all applicable maintenance and repair obligations set forth in the Lease. In the event that Sublandlord determines, in Sublandlord’s reasonable opinion, that Subtenant is in default of any maintenance and/or repair obligation set forth in the Lease which first arises after the Commencement Date, and such default may incur liability to Sublandlord upon the surrender of Sublease Term solely within the Subleased Premises upon all of Sublandlord’s telephone equipment (including, without limitation, the expiration or earlier termination telephone switch) and furniture located within the Subleased Premises on the date of this Sublease (collectively, the Lease (a “Required Repair ItemFurniture”), then Sublandlord an inventory of which Furniture is annexed to this Sublease as Exhibit D. The Furniture is delivered to Subtenant ‘‘as is” and without representation or warranty by Sublandlord. Subtenant, at its sole cost, shall have maintain the right to notify Subtenant of any such Required Repair ItemsFurniture during the Sublease Term in good condition and repair, reasonable wear and tear excepted. Subtenant shall be obligated pay all maintenance and usage costs with respect to cure such Required Repair Items within thirty (30) days of such notice from Sublandlord, or, if such Required Repair Items cannot be reasonably completed in such thirty (30) day period, such longer period as reasonably necessary to cure such Required Repair Items, so long as Subtenant has commenced such cure and diligently pursues such cure to completion. In no event shall Sublandlord’s rights hereunder impose any additional and/or greater repair or maintenance standards from those set forth in the Lease. In the event Subtenant fails to cure such Required Repair Items as set forth above, then such failure shall be deemed a default under this Sublease, entitling Sublandlord to exercise any of its rights and remedies hereinFurniture, including, without limitation, all telephone bills. Subject to the self help rights set forth abovelast sentence of this Paragraph 3(a), on the Sublease Expiration Date, Subtenant shall become the owner of the Furniture and on or prior such date, Subtenant, at its sole cost, shall remove the Furniture from the Subleased Premises. If Subtenant shall fail to so remove the Furniture, then Sublandlord shall be entitled to remove it at Subtenant’s cost, to be reimbursed to Sublandlord on demand. Notwithstanding the foregoing, (i) the right to own the Furniture granted to Subtenant in this Paragraph 3(a) shall be personal to Metropolitan Research Associates, LLC and in no event shall such right be assigned or otherwise transferred to any other person or entity prior to the Sublease Expiration Date; and (ii) if this Sublease shall terminate prior to the Sublease Expiration Date for any reason other than the termination of the Lease due to Sublandlord’s default beyond all applicable notice and grace periods there under, then Subtenant shall not become the owner of the Furniture upon the termination of this Sublease, but rather the Furniture shall remain the property of Sublandlord and shall be returned to Sublandlord with the Subleased Premises on such date of termination of this Sublease in good condition and repair, reasonable wear and tear excepted.

Condition of Subleased Premises. (a) Sublessor and Subtenant covenant and agree that Subtenant is leasing the subleased premises in its "AS IS" condition on the date hereof and Sublessor shall maintain and repair have no obligation to perform any work to the Subleased Premises in a manner consistent with Sublandlord’s obligations subleased premises or to any part of the Building to prepare the subleased premises for occupancy by Subtenant. Sublessor makes no representation or warranty regarding the condition of the subleased premises or the Building or title to the subleased premises, except that Sublessor is the tenant under the Underlying Lease. Sublandlord shall In making and executing this Sublease, Subtenant has not relied upon or been induced by any statements or representations of any persons, other than those, if any, set forth expressly in this Sublease in respect of the physical condition of the subleased premises or the Building or of any other matter affecting the subleased premises or this transaction which might be pertinent in considering the leasing of said subleased premises or the execution of this Sublease. Subtenant has, on the contrary, relied solely on such representations, if any, as are expressly made herein and on such investigations, examinations and inspections as Subtenant has chosen to make or have made. Subtenant acknowledges that Sublessor has afforded Subtenant the right opportunity for full and complete investigations, examinations, and inspections. If any alterations, improvements or other work are required in order to enter separate the Subleased Premises subleased premises from time the balance of the premises demised to time upon reasonable prior notice Sublessor under the Underlying Lease or properly demise the subleased premises to Subtenant, during normal business hours and escorted same shall be performed by Subtenant (if Subtenant makes such escort reasonably available)at Subtenant's own cost and expense in accordance with the terms and provisions of this Sublease. Sublandlord’s right of entry shall include the right of inspection to confirm that Subtenant is in compliance with all applicable maintenance All trade fixtures, furniture, furnishings and repair obligations set forth other personal property currently located in the Lease. In subleased premises will be removed prior to the event that Sublandlord determines, in Sublandlord’s reasonable opinion, that Subtenant is in default of any maintenance and/or repair obligation set forth in the Lease which first arises after the Commencement Date, and such default may incur liability to Sublandlord upon the surrender of the Subleased Premises upon the expiration or earlier termination of the Lease (a “Required Repair Item”), then Sublandlord shall have the right to notify Subtenant of any such Required Repair Items. Subtenant shall be obligated to cure such Required Repair Items within thirty (30) days of such notice from Sublandlord, or, if such Required Repair Items cannot be reasonably completed in such thirty (30) day period, such longer period as reasonably necessary to cure such Required Repair Items, so long as Subtenant has commenced such cure and diligently pursues such cure to completion. In no event shall Sublandlord’s rights hereunder impose any additional and/or greater repair or maintenance standards from those set forth in the Lease. In the event Subtenant fails to cure such Required Repair Items as set forth above, then such failure shall be deemed a default under this Sublease, entitling Sublandlord to exercise any of its rights and remedies herein, including, without limitation, the self help rights set forth aboveapplicable commencement date.

Condition of Subleased Premises. (a) Subtenant shall maintain and repair accepts the Subleased Premises as of the Sublease Commencement Date in their “as-is, where-is” condition and acknowledges that Sublandlord has made no representation or warranty as to the suitability of the Subleased Premises for the conduct of Subtenant’s business. Other than those improvements to the previously unimproved space within the Subleased Premises (the “Unimproved Space”) to be completed in accordance with the Subtenant Improvement Letter Agreement attached hereto as Exhibit C and made a manner consistent with Sublandlord’s obligations under the Lease. part hereof, Sublandlord shall have no obligation or responsibility to install or construct any alterations, additions, or improvements to the right Subleased Premises. Upon ARC’s vacation of the ARC Space, Subtenant shall have the right, upon at least sixty (60) days prior notice to enter Master Landlord and Sublandlord and having obtained Master Landlord’s prior written consent, to have the automatic security system on the front and back entrance doors servicing the west wing of the Building deactivated and to install, following Master Landlord’s approval of such system and plans for its installation, Subtenant’s own security system at the entrance of the west wing of the Building, provided that such system does not unreasonably increase Operating Costs and provided further that Subtenant shall ensure that Sublandlord, Master Landlord, and Master Landlord’s Manager continue to have access to the west wing of the Building and the Subleased Premises from time as set forth herein. If Subtenant’s security system includes monitoring services acceptable to time Sublandlord and Master Landlord, and Subtenant ensures that Sublandlord, Master Landlord and Master Landlord’s agents have notice under any such monitoring services agreement, Subtenant shall have the right, upon reasonable at least sixty (60) days prior notice to SubtenantSublandlord and Master Landlord and the delivery of Master Landlord’s written consent to the same, during normal business hours and escorted to have the security system monitoring service currently employed by Master Landlord discontinued on the west wing of the Building. If Subtenant (if exercises this right to deactivate the security system at the west wing entrance doors upon the expiration or sooner termination of this Sublease, Subtenant makes such escort reasonably available). Sublandlord’s right of entry shall include shall, at its expense, remove the right of inspection to confirm that Subtenant is in compliance with all applicable maintenance security system installed by it and repair obligations set forth in the Lease. In the event that Sublandlord determines, in Sublandlord’s reasonable opinion, that Subtenant is in default of any maintenance and/or repair obligation set forth in the Lease which first arises after the Commencement Datedamage caused thereby, and if requested by either Sublandlord or Master Landlord at the expiration of this Sublease, reinstall Master Landlord’s security locking system on such default may incur liability to doors. All Subtenant Improvements shall be the property of Sublandlord and shall remain upon the surrender of and be surrendered with the Subleased Premises upon the expiration or earlier termination of this Sublease unless Sublandlord provides written notice to Subtenant directing Subtenant to remove such improvements and restore the Lease (a “Required Repair Item”), then Sublandlord shall have Subleased Premises to their condition as of the right to notify Subtenant of any such Required Repair Items. Subtenant shall be obligated to cure such Required Repair Items within thirty (30) days of such notice from Sublandlord, or, if such Required Repair Items cannot be reasonably completed in such thirty (30) day period, such longer period as reasonably necessary to cure such Required Repair Items, so long as Subtenant has commenced such cure and diligently pursues such cure to completion. In no event shall Sublandlord’s rights hereunder impose any additional and/or greater repair or maintenance standards from those set forth in the Lease. In the event Subtenant fails to cure such Required Repair Items as set forth above, then such failure shall be deemed a default under this Sublease, entitling Sublandlord to exercise any of its rights and remedies herein, including, without limitation, the self help rights set forth aboveSublease Commencement Date.

Condition of Subleased Premises. (a) Subtenant shall maintain Sublessee acknowledges that it has inspected the Subleased Premises and repair agrees to accept the Subleased Premises in a manner consistent with Sublandlord’s obligations under the Lease. Sublandlord shall have the right their present "as is" condition without representation or warranty of any kind by Sublessor, provided, however, that Sublessor represents and warrants that to enter its knowledge, the Subleased Premises from time to time upon reasonable prior notice to Subtenantare, during normal business hours and escorted by Subtenant (if Subtenant makes such escort reasonably available). Sublandlord’s right as of entry shall include the right date of inspection to confirm that Subtenant is in compliance with all applicable maintenance and repair obligations set forth this Sublease, in the Leasecondition required by the Prime Lease in all material respects. In Sublessee shall not in any way make any alterations, additions or improvements to the event that Sublandlord determinesSubleased Premises without having first secured the written permission of Sublessor and Prime Lessor. Any work shall be done in accordance with the plans and specifications submitted to and approved by Sublessor and Prime Lessor. Any alterations, additions or improvements made by Sublessee to the Subleased Premises shall be done at Sublessee's sole cost and expense in Sublandlord’s reasonable opinion, that Subtenant is in default a good and workmanlike manner using new materials of any maintenance and/or repair obligation set forth in first-class quality consistent with the Lease which first arises after the Commencement Date, style and such default may incur liability to Sublandlord upon the surrender finish of the Subleased Premises. Sublessee shall secure all necessary permits in advance of commencement of any work and shall keep the Subleased Premises upon free of any mechanics' or other liens and shall hold Sublessor and Prime Lessor harmless from any loss, cost or damage arising out of any work done by Sublessee or its agents or contractors. All contractors working for Sublessee in the Subleased Premises shall be properly insured and shall provide certificates of insurance naming Sublessor and Prime Lessor as additional named insureds prior to commencement of any work. Sublessee, at the expiration of the Term or earlier termination of this Sublease, shall deliver the Lease Subleased Premises to Sublessor in the same condition as they were at the time of the commencement of this Sublease, reasonable wear and tear only excepted, and including removing any remaining alterations made by Sublessee if so requested by Prime Lessor or Sublessor, and otherwise in the condition required by the Prime Lease, and Sublessee shall remove all personal goods and effects of Sublessee leaving the Subleased Premises neat, clean and in first-class rentable condition. Sublessee shall be solely responsible for its own personal property. Notwithstanding the foregoing, each of Sublessor and Sublessee, soley as between themselves and their respective permitted sucessors and assigns (a “Required Repair Item”expressly excluding the Prime Lessor who shall in no way be bound hereby including in the event of any attornment of Sublessee under this Sublease directly to the Prime Lessor), hereby agree that in the event the costs of restoring the Subleased Premises at the expiration or termination of this Sublease (the "Restoration Costs") exceeds $210,000 (the "Threshold Amount") and (1) such expiration is at the contemplated expiration of the Term on September 30, 2010 then Sublandlord Sublessor shall pay or otherwise reimburse Sublessee for any Restoration Costs in excess of the Threshold Amount provided that Sublessor shall have sole control over and resolve with the right Prime Lessor any issues relating to notify Subtenant what items must be removed and/or restored; (2) any termination is as a result of a default under the Prime Lease caused by Sublessor for which Sublessee is not responsible and Sublessee is not allowed to holdover in the Subleased Premises for the balance of the Term by the Prime Lessor then Sublessor shall pay or otherwise reimburse Sublessee for all Restoration Costs whether or not the amount of such costs exceeds the Threshold Amount) provided that Sublessor shall have sole control over and resolve with the Prime Lessor any issues relating to what items must be removed and/or restored; and (3) any termination is as a result of a default under the Prime Lease caused by Sublessor for which Sublessee is not responsible and Sublessee is allowed to holdover in the Subleased Premises for the balance of the Term by the Prime Lessor then Sublessor shall pay or otherwise reimburse Sublessee for seventy percent (75%) of any such Required Repair Itemscosts in excess of the Threshold Amount. Subtenant Payment by Sublessor to Sublessee pursuant to this provision shall be obligated to cure such Required Repair Items made within thirty sixty (3060) days of such notice Sublessor's receipt of written invoice for payment from SublandlordSublessee, or, if such Required Repair Items cannot be reasonably completed in such thirty (30) day period, such longer period as reasonably necessary to cure such Required Repair Items, so long as Subtenant has commenced such cure and diligently pursues such cure to completion. In no event shall Sublandlord’s rights hereunder impose any additional and/or greater repair or maintenance standards from those set forth in accompanied by all reasonable support documention evidencing the Lease. In the event Subtenant fails to cure such Required Repair Items as set forth above, then such failure shall be deemed a default under this Sublease, entitling Sublandlord to exercise any of its rights and remedies herein, including, without limitation, the self help rights set forth aboveamounts owed.

Condition of Subleased Premises. (a) Subtenant As further consideration for this Sublease, Sublessor shall maintain assign to Sublessee lien free rights to all existing furniture, security systems, telephone systems and repair equipment, network cabling and computer-room equipment and back-up power systems in the Subleased Premises, at no cost to Sublessee. Sublessor shall be responsible for patching any and all damaged walls, including touching up paint, within the Subleased Premises. Notwithstanding Sublessor's responsibility to paint and patch damaged walls within the Subleased Premises, Sublessor shall have no obligation to furnish, render or supply any work, labor, services fixtures, equipment, decorations or other items to make the Subleased Premises ready or suitable for Sublessee's occupancy. In making and executing this Sublease, Sublessee has relied solely on such investigations, examinations and inspections as Sublessee has chosen to make or have made. Sublessee acknowledges that Sublessor has approved Sublessee the opportunity for full and complete investigations, examinations and inspections. Without limiting the foregoing, Sublessee agrees to obtain approval of final plans for construction from the Sublessor, which approval by Sublessor will not be unreasonably withheld or delayed. All construction undertaken shall be subject to the terms of, and in accordance with the provisions of, the Main Lease, as well as of this Sublease. Notwithstanding anything set forth in this Sublease, Sublessee accepts the Subleased Premises in a manner consistent with Sublandlord’s obligations under an "AS IS" condition as of the Leasedate of this Sublease. Sublandlord shall have In the right event, that Sublessee intends to enter perform certain construction in the Subleased Premises from time to time upon reasonable prior notice to Subtenant, during normal business hours and escorted by Subtenant (if Subtenant makes such escort reasonably available). Sublandlord’s right of entry shall include the right of inspection to confirm that Subtenant is in compliance with all applicable maintenance and repair obligations set forth in the Lease. In the event that Sublandlord determines, in Sublandlord’s reasonable opinion, that Subtenant is in default of any maintenance and/or repair obligation set forth in the Lease which first arises after the Commencement Date, and such default may incur liability to Sublandlord upon the surrender of the Subleased Premises upon the expiration or earlier termination of the Lease (a “Required Repair Item”"Sublessee 8 Improvements"), then Sublandlord shall have the right to notify Subtenant of any such Required Repair Items. Subtenant Sublessee shall be obligated to cure responsible for any costs associated with such Required Repair Items within thirty (30) days construction of such notice from Sublandlord, or, if such Required Repair Items cannot be reasonably completed in such thirty (30) day period, such longer period as reasonably necessary to cure such Required Repair Items, so long as Subtenant has commenced such cure and diligently pursues such cure to completion. In no event shall Sublandlord’s rights hereunder impose any additional and/or greater repair or maintenance standards from those set forth in the Lease. In the event Subtenant fails to cure such Required Repair Items as set forth above, then such failure shall be deemed a default under this Sublease, entitling Sublandlord to exercise any of its rights and remedies herein, including, without limitation, the self help rights set forth aboveSublessee Improvements.

Condition of Subleased Premises. (a) The Subtenant shall maintain has examined and knows the condition of the Subleased Premises, and hereby acknowledges that the Subleased Premises are in good order and repair and acceptable to him, subject to the Renovation Work (as 5 defined below) to be performed by Tenant pursuant to Section 11 below. Subtenant expressly acknowledges that it is accepting possession of the Subleased Premises in a manner consistent with Sublandlord’s obligations under the Lease. Sublandlord shall have the right an "As Is, Where Is" condition without any warranties, express or implied, and without Tenant being required to enter make any alterations, improvements, repairs or decorations whatsoever to the Subleased Premises from either at the time possession is delivered to time upon reasonable prior notice Subtenant or during the entire term of this Sublease except for the Renovation Work. Subtenant agrees to Subtenantkeep the Subleased Premises in good repair, during normal business hours order and escorted by Subtenant (if Subtenant makes such escort reasonably available). Sublandlord’s right of entry shall include the right of inspection to confirm that Subtenant is condition in compliance with all applicable maintenance and repair obligations set forth in the Lease. In the event that Sublandlord determines, in Sublandlord’s reasonable opinion, that Subtenant is in default of any maintenance and/or repair obligation set forth in the Lease which first arises after the Commencement Date, and to yield up the Subleased Premises in such default may incur liability to Sublandlord upon condition. Upon the surrender termination or expiration of this Sublease, Subtenant will remove all of Subtenant's property from the Subleased Premises on or before the expiration or termination date an deliver possession of the Subleased Premises upon the expiration or earlier termination of Premises, thoroughly clean and in good condition, reasonable wear and tear excepted, and in compliance with the Lease (a “Required Repair Item”), then Sublandlord shall have the right to notify Subtenant of any and such Required Repair Itemsreasonable conditions as may be set forth by Tenant. Subtenant shall will be obligated liable for any damages Tenant may suffer due to cure such Required Repair Items within thirty (30) days of such notice from Sublandlord, or, if such Required Repair Items cannot be reasonably completed in such thirty (30) day period, such longer period as reasonably necessary Subtenant's failure to cure such Required Repair Items, so long as Subtenant has commenced such cure and diligently pursues such cure to completion. In no event shall Sublandlord’s rights hereunder impose any additional and/or greater repair or maintenance standards from those set forth leave the Subleased Premises in the Lease. In the event Subtenant fails to cure such Required Repair Items as set forth above, then such failure shall be deemed a default condition required under this Sublease, entitling Sublandlord to exercise any of its rights and remedies herein, including, without limitation, the self help rights set forth aboveSection 10.

Condition of Subleased Premises. (a) Subtenant shall maintain has thoroughly inspected and repair examined the Subleased Premises, has elected to sublease the Subleased Premises from Sublandlord under the terms of this Sublease on a strictly “AS IS” and “with all faults” basis, and acknowledges that Sublandlord has no obligation to make or to fund any improvements or renovations in a manner consistent with Sublandlordconnection therewith, except that Sublandlord shall have the Subleased Premises professionally cleaned prior to delivery to Subtenant. If the Subleased Premises, the roof, the lighting in the Subleased Premises or the HVAC, electrical, or plumbing systems serving the Subleased Premises are not in good working condition, Sublandlord shall at Subtenant’s request use commercially reasonable efforts to cause Master Landlord to perform Master Landlord’s obligations under the LeaseMaster Lease to keep and maintain in good condition, order and repair the structural portions of the Building and the Building systems as provided in Section 10.2(b) below. Sublandlord Subtenant shall have the right not make any alterations, additions or improvements to enter the Subleased Premises from time without first obtaining the written consent of Sublandlord and, if required by Sublandlord in its sole discretion, of Master Landlord. Any approved alterations, additions or improvements to time upon reasonable prior notice to Subtenant, during normal business hours and escorted by Subtenant (if Subtenant makes such escort reasonably available). Sublandlord’s right of entry shall include the right of inspection to confirm that Subtenant is in compliance with all applicable maintenance and repair obligations set forth in the Lease. In the event that Sublandlord determines, in Sublandlord’s reasonable opinion, that Subtenant is in default of any maintenance and/or repair obligation set forth in the Lease which first arises after the Commencement Date, and such default may incur liability to Sublandlord upon the surrender of the Subleased Premises shall be made by Subtenant at Subtenant’s sole cost and expense, and otherwise upon all applicable terms and conditions of the Master Lease (including Section 23 thereof, as modified herein) and this Sublease. Upon the expiration or earlier termination of the Lease (a “Required Repair Item”), then Sublandlord shall have the right to notify Subtenant of any such Required Repair Items. Subtenant shall be obligated to cure such Required Repair Items within thirty (30) days of such notice from Sublandlord, or, if such Required Repair Items cannot be reasonably completed in such thirty (30) day period, such longer period as reasonably necessary to cure such Required Repair Items, so long as Subtenant has commenced such cure and diligently pursues such cure to completion. In no event shall Sublandlord’s rights hereunder impose any additional and/or greater repair or maintenance standards from those set forth in the Lease. In the event Subtenant fails to cure such Required Repair Items as set forth above, then such failure shall be deemed a default under this Sublease, entitling Subtenant shall deliver the Subleased Premises to Sublandlord to exercise any of its rights in good condition, broom clean, ordinary wear and remedies herein, including, without limitation, the self help rights set forth abovetear excepted.