Common use of Prime Lease Clause in Contracts

Prime Lease. Sublessor represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor.

Prime Lease. Sublessor represents Subtenant agrees that a true it will do nothing in, on or about the Subleased Premises which would result in the breach by Sublandlord of its undertakings and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults obligations under the Prime Lease. This Except as expressly set forth herein, the Sublease is shall be subject to and subordinate to the Prime Lease, on all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms as are contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all and the provisions of the terms Prime Lease are hereby incorporated into this Sublease as if Sublandlord were the landlord thereunder and conditions contained Subtenant the tenant thereunder. Where appropriate, references to "Landlord" in the Prime LeaseLease shall be deemed to mean "Sublandlord" hereunder and references to "Tenant" in the Prime Lease shall be deemed to mean "Subtenant" hereunder, except for it being understood and agreed that Sublandlord will not be acting as, or assuming any of the provisions responsibilities of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3Prime Landlord, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference all references in the Prime Lease to "Landlord" being deemed to refer to Sublessor -provided services or Landlord insurance requirements, and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference any other references which by their nature relate to the Premises being deemed to refer to owner or operator of the Subleased Premises); and all such provisions along with all , rather than to a tenant of the provisions specifically set forth in this SubleaseSubleased Premises subleasing space to a subtenant shall continue to be references to Prime Landlord and not to Sublandlord. Without limiting the foregoing, shall be Subtenant expressly agrees that it does not have any right to expand the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations premises or extend the term under either the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under Sublease or the Prime Lease as a result of such default; subject, however, and that it is not entitled to the following provisions and procedures: Insofar as any expenditure or allowance by Sublandlord or Prime Lessor is or may be obligated Landlord with respect to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee except as expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessorset forth herein.

Prime Lease. Sublessor represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A B and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor as Tenant Lessee under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of Sublessee's Share of all rent which becomes due under the Prime Lease with respect to the Subleased Premises onlyLease. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant Lessee thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.31.2, 3.31.5, 5.41.6, 6.171.7, 7.11.10, 7.22.2, 7.33, 4, 12, 15, Rider No. 1, and 7.4 Rider No. 2, are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "LandlordLessor" being deemed to refer to Sublessor and Prime Lessor, with each reference to "TenantLessee" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor.

Prime Lease. Sublessor represents (a) Subtenant acknowledges that a true it has received and complete copy ----------- reviewed the Prime Lease. Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants and agreements of the Prime Lease, except as amendedexpressly modified by this Sublease. Subtenant shall not do or permit anything to be done in, supplemented and modifiedor in connection with Subtenant’s use or occupancy of, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge Premises, which would violate any of any defaults under the terms, covenants or agreements of the Prime Lease. This Except as modified hereby, and except for the Excluded Sections (defined below) of the Prime Lease, (i) Subtenant covenants and agrees to perform, observe and fulfill all of Sublandlord’s obligations, duties, undertakings and covenants under the Prime Lease and (ii) Sublandlord shall have the same obligations to Subtenant and rights of Landlord against Subtenant with respect to this Sublease is subject as the “Landlord” has with respect to and subordinate against the “Tenant” pursuant to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease Subtenant shall have the same meanings obligations to Sublandlord and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition rights of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights Subtenant against Sublandlord with respect to this Sublease as the Leased Premises which Sublessor “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0In furtherance thereof, Xxxxxxxxx shall assume, perform and observe all for purposes of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference references to the Premises being deemed to refer to the Subleased “Premises); and all such provisions along with all of the provisions specifically set forth ” in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned construed to Sublessee. Sublessee mean the “Premises”; references to “Landlord” in the Prime Lease shall be subrogated construed to such rights mean “Sublandlord”; references to “Tenant” in the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name Lease shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee construed to take such action mean “Subtenant”; and references to “Annual Base Rent” and “Monthly Base Rent” in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, the Prime Lease shall be given construed to Sublessor.mean “Base Rent”. The “

Prime Lease. Sublessor represents that a true and complete copy ----------- of Notwithstanding anything to the contrary contained herein, in the event the Prime LeaseLease is terminated for any reason whatsoever, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants this Sublease shall terminate on the date that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Leaseterminated. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless Upon any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason reasons other than Subtenant’s breach or default hereunder, or Sublandlord’s default under the Prime Lease occasioned by Subtenant’s failure to perform its obligations hereunder, all Rent due and owing hereunder shall be pro-rated, where applicable, as of the date of such termination, and paid to Sublandlord, and thereafter in the event of a termination of the Prime Lease which is not due to Subtenant’s breach or default by Sublessor under this Sublease and/or Sublandlord’s default under the Prime Lease which occurs for any reason other than a is due to Subtenant’s breach or a default by Sublessee under this Sublease, then then, Sublandlord shall have no further obligation or liability to Subtenant arising from, through, or under this Sublease shall terminate coincidentally therewith without any liability except as more particularly set forth herein, and upon Subtenant’s return of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all possession of the Premises to Sublandlord and Subtenant’s compliance with its obligations hereunder accruing on and/or before the date of Sublessor as Tenant under the Prime Leasesuch termination, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee Subtenant shall have so complied on no obligation or prior liability to Sublandlord accruing after the date of such date, unless otherwise specifically provided herein. Except as otherwise provided in termination relating to this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically more particularly set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessorherein.

Prime Lease. 2.2.1 Sublessor hereby represents that a true and complete copy ----------- of warrants that: (i) Sublessor is lessee under the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that ; (ii) the Prime Lease is in full force and effect and effect, Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is subject submitted to Sublessee a true and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition complete copy of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under Lease and the Prime Lease for has not been modified except as set forth in Section 1.1 hereof; (iii) Sublessor has not received any reason other than a notice of default by on the part of Sublessor as tenant under the Prime Lease which occurs for has not been cured, nor has Sublessor given Prime lessor notice of any reason other than a breach or a default on the part of Prime Lessor as landlord under the Prime Lease which has not been cured, nor does Sublessor have any knowledge of any default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor as Tenant either party under the Prime Lease; and (iv) Sublessor has not received any notice or complaint that any portion of the Premises built out or otherwise improved by Sublessor fails to comply with the physical accessibility requirements of the Americans With Disabilities Act. Sublessee warrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee also warrants that it is satisfied with the present condition of the Premises (which Sublessee takes "as is" without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use except as otherwise specifically set forth in the Technology Agreement) and with Sublessee's ability to use the Premises on the terms herein set forth. Sublessor also represents that it has heretofore used and/or stored, to and shall from the extent that such terms and conditions are applicable to date hereof through the Subleased PremisesCommencement Date use and/or store, in the Leased Premises certain hazardous or toxic materials or substances, including without limitation thereto payment oil and radioactive materials (collectively, "Hazardous Substances") regulated by local, state or in Federal law (for example, the case Federal Comprehensive Environmental Response Compensation Liability Act of payment in 1980, the first instance by SublessorMassachusetts Hazardous Waste Management Act and the Massachusetts Oil and Hazardous Material Release Prevention Act). Sublessor further represents and warrants that it has heretofore used, reimbursement of Sublessor for payment) of all rent which becomes due under stored and disposed of, and shall from the Prime Lease with respect to date hereof through the Subleased Premises only. Sublessee's performance Commencement Date use, store and observance of dispose of, all such obligations shall be effected so that, whenever time periods are specified Hazardous Substances strictly in accordance with all applicable laws and that it has not caused or permitted the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on release or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided discharge of any Hazardous Substances in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to or about the Premises being deemed to refer to the Subleased Premises); that has not been fully cleaned up and all such provisions along remediated in accordance with all of the provisions specifically set forth in this Subleaseapplicable laws. Sublessor shall indemnify and hold harmless Sublessee from any claims, shall be the complete terms losses, liability, costs and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, expenses incurred by Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subjectany breach by Sublessor of any of the foregoing representations relating to Sublessor's use, howeverstorage and disposal of Hazardous Substances. Sublessor shall, prior to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action ------------------ *Confidential treatment has been requested for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessormarked portion.

Prime Lease. Sublessor represents (a) It is understood that Sublandlord is a true sublandlord and complete copy ----------- of the Prime Lease, as amended, supplemented that Sublandlord grants this Sublease under and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all virtue of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee rights under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then and that this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant is subordinate and subject to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0set forth below, Xxxxxxxxx shall assume, perform and observe all the provisions of the obligations Prime Lease are incorporated herein by reference, and made a part hereof, except that: (i) each reference in such incorporated sections to “Lease” shall be deemed a reference to this “Sublease”; (ii) each reference to the “Premises” shall be deemed a reference to the “Subleased Premises”; (iii) each reference to “Landlord” shall be deemed a reference to “Sublandlord” and each reference to “Tenant” shall be deemed a reference to “Subtenant”, except as otherwise expressly set forth herein; (iv) with respect to work, services, utilities, electricity, repairs (including, without limitation, repairs of Sublessor as Tenant any damage caused by Prime Landlord), restoration, insurance, indemnities, reimbursements, title, representations, warranties, covenants or the performance of any other obligation of the “Landlord” under the Prime Lease, whether or not incorporated herein, (A) reference to “Landlord” shall be deemed a reference solely to Landlord, and (B) the extent sole obligation of Sublandlord shall be to request the same in writing from Prime Landlord as and when requested to do so by Subtenant, and to use Sublandlord’s reasonable efforts (not including the payment of money or the incurring of any liabilities) to obtain Prime Landlord’s performance (provided, however, that such terms Sublandlord shall not be required to institute any legal proceedings against Prime Landlord unless Subtenant pays all costs, and conditions are applicable indemnifies, defends and holds Sublandlord harmless against all losses, costs (including reasonable attorney’s fees), claims, liabilities and damages, in connection therewith); (v) with respect to the Subleased Premisesany obligation of Subtenant to be performed under this Sublease, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under wherever the Prime Lease with respect grants to the Subleased Premises only. Sublessee's performance and observance “Tenant” a specified number of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior days to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of perform its obligations under the Prime LeaseLease (including, Sublessee without limitation, curing any defaults), Subtenant shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease have three (3) fewer calendar days (or such lesser time as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, provided in this Sublease) to perform any other act whatsoever the obligation, but in no case shall Subtenant have less than three (3) business days to perform the obligation; (vi) with respect to any approval or consent required to be obtained from the Premises or the Subleased Premises or to perform any obligation or satisfy any condition “Landlord” under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything such approval or consent must be obtained from both Prime Landlord and Sublandlord, and Sublandlord’s withholding of approval or consent shall in all events be deemed reasonable if for any reason Prime Landlord’s approval or consent is not obtained, and if Prime Landlord’s approval may not be unreasonably withheld, conditioned and/or delayed under the Prime Lease, then Sublandlord’s consent shall likewise not be unreasonably withheld, conditioned and/or delayed, as the case may be; (vii) in any case where the “Landlord” reserves or is granted the right to manage, supervise, control, repair, alter, regulate the contrary provided in this Paragraph 5use of, Sublessor does not undertake enter or use the performance Premises or observance any areas beneath, above or adjacent thereto, such reservation or grant of such obligations, but is only obligated right of entry shall be deemed to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action be for the enforcement benefit of Sublessor's rights both Prime Landlord and Sublandlord; (viii) in any case where “Tenant” is to indemnify, release or waive claims against “Landlord”, such indemnity, release or waiver shall be deemed to run from Subtenant to both Prime Lessor Landlord and Sublandlord; (ix) in any case where “Tenant” is to execute and deliver certain documents or notices to “Landlord”, such obligation shall be deemed to run from Subtenant to both Prime Landlord and Sublandlord; (x) all payments shall be made to Sublandlord, except as otherwise expressly required by the Prime Lease or Prime Landlord’s Consent; (xi) Subtenant shall pay all consent and review fees described in the Prime Lease; (xii) Subtenant shall not have the right to terminate this Sublease as to any or all of the Subleased Premises due to casualty or condemnation unless Sublandlord has such right (and opts to exercise such right) under the Prime Lease; and (xiii) the following provisions of the Prime Lease are not incorporated herein: Section 2.1; Section 2.2; Section 2.3; Section 2.4; Section 2.5; Section 2.6; Section 2.8; Section 2.10; Section 3; Section 4; Section 7.1; Section 8; Section 11; Section 12.1; Section 33; Section 41; Section 42; Exhibit A; Exhibit B; Exhibit D; and Exhibit F; and with respect to the Leased PremisesFirst Amendment: Section 3; Section 5; Section 6; Section 8; Section 9; Section 10; Section 11; Section 12; Section 13; Section 15; and any other provisions that are contrary to the terms of this Sublease. For purposes of this Sublease, Sublessee all references to “Prime Lease” hereunder shall have refer to the right Prime Lease, excluding those Sections set forth in Section 2(a)(xiii). As between Sublandlord and Subtenant, the provisions of Section 35.1 shall not apply, but shall apply as between Sublandlord and Prime Landlord, and Subtenant and Prime Landlord. Subtenant expressly assumes and agrees to take comply with all provisions of the Prime Lease and perform all of the obligations on the part of the “Tenant” to be performed under the Prime Lease (except where such action in Sublessee's own name obligation arises by reason of a (i) breach of Sublandlord under this Sublease, or (ii) breach of Sublandlord under the Prime Lease (other than a breach of the Prime Lease caused by Subtenant’s breach of its obligations under this Sublease)). In the event that the Prime Lease is terminated for any reason whatsoever, then subject to the provisions of, and for that purpose and only to such extent, Sublessor's Prime Landlord’s rights under the Prime Lease, this Sublease shall terminate simultaneously with such termination without any liability of Sublandlord to Subtenant. Subject to Subtenant’s performance of its obligations under this Sublease, Sublandlord shall not default in its monetary obligations under the Prime Lease shall be (beyond any applicable notice and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessorcure period).

Prime Lease. 2.2.1 Sublessor represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor hereby represents and warrants that that: (i) Sublessor is the tenant under the Prime Lease and has the full right to enter into this Sublease (subject to Prime Lessor’s consent); (ii) the Prime Lease is in full force and effect and effect; (iii) Sublessor has no knowledge does not have any actual knowledge, without a duty to investigate, of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for and has not received from Prime Lessor any reason other than a breach or a written notice of any default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to on the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all of the obligations part of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due tenant under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so thatwhich has not been cured, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to nor has Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If given Prime Lessor shall be in default written notice of any default on the part of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to as landlord under the Prime Lease which has not been cured; and (iv) a true and complete copy of the Prime Lease with certain redactions is attached hereto as a result Exhibit B. Sublessee warrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee also represents and warrants that it is satisfied with the present condition of such default; subjectthe Premises, howeverwhich Sublessee takes in “as is” “where is” condition as of the Commencement Date, with the furniture and equipment identified on Exhibit C attached hereto, without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use, without any obligation of any kind on Sublessor to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations repairs or improvements thereto in connection with Sublessee’s occupancy) and without any representation or warranty by Sublessor regarding Sublessee’s ability to use the Subleased PremisesPremises on the terms herein set forth; provided that Sublessor represents to its actual knowledge and without a duty to investigate, to furnish that: (a) the Premises are not in violation of any services to the Leased Premisesapplicable laws, to repair and (b) there are no damages or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever defects with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does would not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessordiscoverable during a visual inspection.

Prime Lease. Sublessor represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime LeaseLease and Sublandlord conveys, and Subtenant takes, no greater rights hereunder than those accorded to or taken by Sublandlord as tenant under the terms of the Prime Lease during the Term. Except as otherwise expressly provided herein, or except as may be inapplicable or inconsistent with the other provisions hereof, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them provisions in the Prime Lease, unless any such term is expressly defined Lease are incorporated herein by reference as if set forth herein in full and shall be applicable to this Sublease or with the context requires otherwise. Sublessee shall not commit or permit to be committed on same force and effect as if Sublandlord were the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee landlord under the Prime Lease for any reason other than a default by Sublessor and Subtenant were the tenant thereunder. Except as otherwise expressly provided herein, Subtenant covenants with Sublandlord to fully and faithfully perform all of Sublandlord's obligations, covenants and conditions under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Subleaseto be paid, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform performed and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease observed with respect to the Subleased Premises only. Sublessee's performance from and observance of all such obligations shall be effected so thatafter the Sublease Term Commencement Date, whenever time periods are specified in the and Sublandlord covenants with Subtenant to use reasonable best efforts to cause Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior Landlord to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, fully and faithfully perform all of the terms Prime Landlord's obligations, covenants and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in under the Prime Lease to "Landlord" being deemed to refer to Sublessor be paid, performed and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever observed with respect to the Subleased Premises from and after the Sublease Term Commencement Date. Sublandlord agrees to promptly provide Subtenant with a copy of any default notice received by Sublandlord from Prime Landlord. If the Prime Lease gives Sublandlord any right to terminate the Prime Lease in the event of the partial or total damage, destruction, or condemnation of the Subleased Premises or to perform any obligation the building or satisfy any condition under project of which the Prime LeaseSubleased Premises are a part, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance exercise of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action right by Sublandlord shall not constitute a default or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessorbreach hereunder.

Prime Lease. Sublessor represents that a true True, accurate and complete copy ----------- copies of the Prime Lease, as amended, supplemented Lease and modified, is attached hereto as Exhibit A the Sublease have been given by Sub-Sublessor and have been reviewed by Sub-Sublessee and Sub-Sublessee acknowledges receipt thereof. Sublessor represents and warrants that it is familiar with the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. terms thereof This Sub-Sublease is subject and subordinate to the Prime LeaseLease and the Sublease. Except as may be inconsistent, inapplicable or inappropriate with the terms hereof or as otherwise expressly provided herein, all of the terms terms, covenants and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime LeaseLease and the Sublease contained shall be applicable to this Sub-Sublease and shall be deemed incorporated herein, with the same force and effect (unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In Lease and/or the event of Sublease otherwise requires) as if Sub-Sublessor were the termination of the Sublessor's interest as Sublessee "Landlord" under the Prime Lease for any reason other than a default by Sublessor and/or the "Sublessor" under the Sublease, SubSublessee were the "Tenant" under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee and/or the "Sublessee" under this the Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant was the "Premises" referred to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior and/or the "Leased Premises referred to such date, unless otherwise specifically provided herein. Except as otherwise provided in this the Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference if references in the Prime Lease to "LandlordLease" being deemed to refer to Sublessor and Prime Lessor, with each reference and/or references in the Sublease to "TenantSublease" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in meant this Sublease, shall be the complete terms and conditions of this Sub-Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the The following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee are hereby expressly acknowledges that notwithstanding anything to the contrary provided in excluded from this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor.Sub-Sublease:

Prime Lease. Sublessor represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is Agreement shall be subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for Lease as said terms and conditions affect the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3Premises, and 7.4 are incorporated herein as all of the terms and conditions of the Prime Lease, except as otherwise set forth herein, are hereby incorporated into this Agreement and shall be binding upon Grantee (and Grantor, to the extent applicable) with respect to the Sublease Premises to the same extent as if Grantee were named as tenant and Grantor as landlord under the Prime Lease. If a term or provision of this Agreement is inconsistent or in conflict with a term or provision of the Prime Lease, the term or provision of this Agreement shall control but only as between Grantor and Grantee (with each reference including, by way of example, that Grantee shall have no obligation to pay Sublease Rent or operating expenses except as explicitly provided herein). For purposes of this Agreement, references in the Prime Lease to "Landlord" being deemed the premises, demised premises, or similar references in the Prime Lease shall mean the Sublease Premises. Each party agrees that it shall not do or omit to refer do anything which would result in a default under the Prime Lease, and each party agrees to Sublessor indemnify and Prime Lessorhold the other harmless from and against all claims, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all demands or liabilities resulting from such provisions along with all of the provisions specifically set forth in this Subleaseparty's breach, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default violation or nonperformance of any of its obligations under the Prime Lease, Sublessee as incorporated herein. Subject to the exceptions set forth herein, Grantee shall be entitled to all of the rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to privileges of Grantor as tenant under the terms of the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises Premises. In addition, this Agreement shall be subject and subordinate to all mortgages, deeds of trust and other rights or the Subleased Premises or encumbrances to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under which the Prime Lease shall is now or hereafter may be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability subject or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor.subordinate

Prime Lease. Sublessor represents that a true This Sublease is made specifically subject to the terms and complete copy ----------- provisions of the Prime Lease, . Nothing herein contained is intended or shall be construed to grant Subtenant any rights with respect to the leased premises in excess of Sublessor's rights as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults lessee under the Prime Lease. This Sublease is subject During the term hereof, Subtenant shall observe and subordinate perform all terms, covenants and conditions of the Prime Lease which are to be observed or performed on the part of the lessee thereunder, unless specifically stated otherwise under this Sublease. Subtenant shall indemnify and hold Sublessor harmless from and against all claims, damages, costs and expenses (including reasonable attorneys' fees) in respect to the Prime Lease, all of the terms and conditions thereof and the non-observance or non-performance by Prime Lessor Subtenant of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease terms or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition conditions of the Prime Lease. In Further, Subtenant shall neither do nor permit anything to the event done which would cause the Prime Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Prime Landlord, except for the termination of the Sublessor's interest as Sublessee under Prime Lease by Prime Landlord not caused by the default of Subtenant, and Subtenant shall indemnify and hold Sublessor harmless from and against all claims, damages, costs and expenses (including reasonable attorneys' fees) of any kind whatsoever, by reason of any breach or default on the part of Subtenant by reason of which the Prime Lease may be terminated or forfeited. Sublessor covenants that Subtenant shall peacefully hold and enjoy the leased premises during the term of this Sublease for any reason other than a default by Sublessor under so long as the Subtenant perrorms its agreements hereunder and so long as the Prime Lease which occurs for is not terminated by reason of matters or events outside of Sublessor' 5 control. Sublessor shall hold harmless and indemnify Subtenant from and against any reason other than a breach and all claims, damages or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premisesloss, including without limitation thereto payment (or in the case of payment in the first instance by Sublessorreasonable attorneys' fees, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for arising from Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on failure to observe any terms or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of perform any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to other than those obligations under the Prime Lease that are to be performed by Subtenant as provided under this Sublease. Sublessor shall give to Subtenant, and Subtenant shall give to Sublessor, a result copy of such default; subject, however, any notice received from Prime Landlord relating to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything and in the event the party who has the responsibility under this Sublease to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of cure such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights default under the Prime Lease fails to do so, the other party shall be have the right, but not the obligation, to cure such default and hereby are conferred upon to seek reimbursement from the defaulting party for any and assigned all costs and expenses, including reasonable attorneys' fees, incurred in curing such default. Sublessor agrees to Sublessee. Sublessee shall be subrogated cooperate and respond reasonably as to such rights any request from Subtenant for assistance in dealing with Prime Landlord to secure for Subtenant the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend enjoyment and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason realization of any such action, and that copies all of all papers, the rights and notices privileges of all proceedings, shall Sublessor under the Prime Lease to which Subtenant may be given to Sublessorentitled under this Sublease.

Prime Lease. Sublessor represents The Prime Lease is incorporated herein by reference so that, except to the extent that a true certain provisions of the Prime Lease are inapplicable or modified by this Sublease, or excluded below, each and complete copy ----------- every term, covenant and condition of the Prime Lease binding or inuring to the benefit of Landlord shall, in respect of the Sublease, bind or inure to the benefit of Sublessor, and each and every term, covenant and condition of the Prime Lease binding or inuring to the benefit of lessee thereunder shall, in respect to the Sublease, bind or inure to the benefit of Subtenant, with the same force and effect as if such terms, covenants and conditions were completely set forth in the Sublease, and as if the words “Lessor(s)” and “Lessee(s)”, or words of similar import, wherever the same appear in the Prime Lease, were construed to mean, respectively, “Sublessor” and “Subtenant” in the Sublease, and as amendedif the words “Leased Premises”, supplemented “Premises”, “Leased Property”, or words of similar import, wherever the same appear in the Prime Lease, were construed to mean “Subleased Premises” in the Sublease, and modifiedas if the word “Lease”, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereofor words of similar import, wherever the same appear in the Prime Lease, were construed to mean the “Sublease.” If any of the express provisions of the Sublease shall conflict with any of the provisions of the Prime Lease incorporated by reference herein, such conflict shall be resolved in every instance in favor of the express provisions of the Sublease. Notwithstanding the foregoing or anything to the contrary contained herein, Subtenant shall not have the right to exercise any renewal options, expansion options, rights of first offer or similar rights set forth in the Prime Lease. Sublessor represents and warrants that the document attached hereto as Exhibit A is a true and correct copy of the Prime Lease, as such has been amended, revised or supplemented to date. The Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a without default by either Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor.

Prime Lease. Sublessor represents Sublessee acknowledges that a true it has read and complete copy ----------- examined the Prime Lease including all Schedules and Amendments as of the date hereof and is fully familiar with the terms, covenants and conditions on the Sublandlord's part as tenant to be performed thereunder. All the obligations contained in the Prime Lease conferred and imposed upon Sublandlord (as lessee therein) except as modified and amended by this Sublease, are hereby conferred and imposed upon Sublessee. Any rights granted to Sublandlord (as lessee under the Prime Lease) are not necessarily granted to Sublessee, as Sublessee shall have only those rights as are specifically set forth in this Sublease. Sublessee covenants and agrees to fully and faithfully perform the terms and conditions of the Prime Lease and this Sublease on its part to be performed. Sublandlord shall make all rental payments to Landlord when due under the Prime Lease and shall not do or cause to be done or suffer or permit any act to be done which would cause the Prime Lease, or the rights of Sublandlord, as amendedTenant, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease, to be endangered, canceled, terminated, forfeited, surrendered or which would cause Sublandlord to be in default thereunder or liable for any damage, claim or penalty. This Sublease is subject and subordinate to Should Sublandlord receive any notice of default from Landlord in connection with the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and Sublandlord shall promptly forward said notice to the extent approved by Sublessee, . Sublessee shall not do or cause to be done or suffer or permit any act to be done which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in would cause the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition rights of Sublandlord, as tenant, under the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease , to be endangered, canceled, terminated, forfeited or surrendered, or which would cause Sublandlord to be in default thereunder or liable for any reason other than a default by Sublessor under damage, claim or penalty. Sublessee agrees, as an express inducement for Sublandlord's executing this Sublease, that if there is any conflict between the provisions of this Sublease and the provisions of the Prime Lease which occurs would permit Sublessee to do or cause to be done or suffer or permit any act or thing to be done which is prohibited by the Prime Lease then the provisions of the Prime Lease shall prevail except for the limitations set forth herein in Section 4. If the Prime Lease terminates or is terminated for any reason other than a breach or a default by Sublessee under this Subleasewhatsoever, then this Sublease shall terminate coincidentally therewith simultaneously therewith. If Sublessee is not in default under the terms and conditions hereof, any such termination shall be without any liability of Sublessor between Sublandlord and Sublessee, except such liability theretofore accruing; however, if Sublessee is in default, the default provisions hereof shall control as to Sublessee's liability. Sublessee shall only have such rights with respect Sublandlord may not voluntarily or otherwise consent to the Leased Premises which Sublessor has pursuant to termination of the Prime LeaseLease without the consent of Sublessee, said consent not to be unreasonably withheld. Except as specifically exempted as provided below in this Xxxxxxxxx 0In the event of a bankruptcy, Xxxxxxxxx shall assumedissolution, perform and observe all of the obligations of Sublessor as Tenant or reorganization which might preclude Sublandlord from performing under the Prime Lease, Sublessee, at its option, shall be entitled to consider this Sublease as an assignment of Sublandlord's right, title and interest in and to the extent that Prime Lease as of the date and time of such terms and conditions are applicable event. Sublessee shall have the right to exercise this option by written notice to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due lessor under the Prime Lease with respect to and from and after the Subleased Premises only. Sublessee's performance and observance date of all such obligations notice, Sublessee shall be effected so that, whenever time periods are specified in deemed to be the lessee under the Prime Lease. Sublandlord shall have no duty to perform any obligations of the Landlord under the Prime Lease and shall under no circumstances be responsible for Sublessor's compliance as Tenant thereunderor liable to Sublessee for any default, Sublessee shall have so complied failure or delay on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all the part of the terms and conditions contained Landlord in the performance of any obligations under the Prime Lease, except for nor shall such default of the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of Landlord affect this Sublease (with each reference in or waive or defer the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default performance of any of Sublessee's obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Landlord, Sublandlord agrees, upon notice from Sublessee, to make demand upon Landlord to perform its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor.

Prime Lease. Sublessor represents Tenant acknowledges that a true it has read and complete copy ----------- examined the Prime Lease including all Schedules and Amendments as of the date hereof and is fully familiar with the terms, covenants and conditions on the Landlord's part as tenant to be performed thereunder. All the obligations contained in the Prime Lease conferred and imposed upon Landlord (as lessee therein) except as modified and amended by this Sublease, are hereby conferred and imposed upon Tenant. Any rights granted to Landlord (as lessee under the Prime Lease) are not necessarily granted to Tenant, as Tenant shall have only those rights as are specifically set forth in this Sublease. Tenant covenants and agrees to fully and faithfully perform the terms and conditions of the Prime Lease and this Sublease on its part to be performed. Tenant shall not do or cause to be done or suffer or permit any act to be done which would cause the Prime Lease, or the rights of Landlord, as amendedtenant, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease, to be endangered, canceled, terminated, forfeited or surrendered, or which would cause Landlord to be in default thereunder or liable for any damage, claim or penalty. This Tenant agrees, as an express inducement for Landlord's executing this Sublease, that if there is any conflict between the provisions of this Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor provisions of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs would permit Tenant to do or cause to be done or suffer or permit any act or thing to be done which is prohibited by the Prime Lease then the provisions of the Prime Lease shall prevail except for the limitations set forth herein in Section 1 and 4. If the Prime Lease terminates or is terminated for any reason other than a breach or a default by Sublessee under this Subleasewhatsoever, then this Sublease shall terminate coincidentally therewith simultaneously therewith. If Tenant is not in default under the terms and conditions hereof, any such termination shall be without any liability of Sublessor between Landlord and Tenant, except such liability theretofore accruing; however, if Tenant is in default, the default provisions hereof shall control as to SublesseeTenant's liability. Sublessee shall only have such rights with respect Landlord may not voluntarily or otherwise consent to the Leased Premises which Sublessor has pursuant to termination of the Prime LeaseLease without the consent of Tenant, said consent not to be unreasonably withheld, conditioned or delayed. Except as specifically exempted as provided below in this Xxxxxxxxx 0In the event of a bankruptcy, Xxxxxxxxx shall assumedissolution, perform and observe all of the obligations of Sublessor as Tenant or reorganization which might preclude Landlord from performing under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased PremisesTenant, including without limitation thereto payment (or in the case of payment in the first instance by Sublessorat its option, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights consider this Sublease as an assignment of Landlord's right, title and remedies against Prime Lessor which Sublessor would otherwise be entitled interest in and to under the Prime Lease as a result of the date and time of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expenseevent. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee Tenant shall have the right to take such action in Sublessee's own name and for that purpose and only exercise this option by written notice to such extent, Sublessor's rights the Lessor under the Prime Lease and from and after the date of such notice, Tenant shall be and hereby are conferred upon and assigned deemed to Sublessee. Sublessee shall be subrogated to such rights to the extent that Lessor under the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to SublessorLease.

Prime Lease. Sublessor represents that a A true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, Lease (with certain financial provisions deleted for reasons of confidentiality) is attached hereto as Exhibit A A. Where not expressly inconsistent with the terms hereof and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that except as otherwise stated herein to the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This contrary, this Sublease is shall be subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for Lease as said terms and conditions affect the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3Subleased Premises, and 7.4 are incorporated herein as all of the terms and conditions of the Prime Lease, except as otherwise set forth herein, are hereby incorporated into this Sublease (and shall be binding upon Subtenant with each reference respect to the Subleased Premises to the same extent as if Subtenant were named as tenant and Sublandlord as landlord under the Prime Lease. This Sublease is also subject and subordinate to any amendments and supplements to the Prime Lease hereafter entered into between Prime Landlord and Sublandlord, provided that any such amendment or supplement to the Prime Lease which would materially and adversely affect the use or occupancy by Subtenant of the Subleased Premises in accordance with the terms of this Sublease, increase the financial obligations of Subtenant, or decrease Subtenant’s rights under this Sublease, shall not be deemed incorporated herein and shall not be binding on Tenant or impact its rights hereunder without the express prior written consent of Subtenant. For purposes of this Sublease, references in the Prime Lease to "Landlord" being deemed to refer to Sublessor the “Term” shall mean the Term of this Sublease and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference references to the Premises being deemed to refer to “Premises” in the Prime Lease shall mean the Subleased Premises); and all such provisions along with all . Except as otherwise provided herein, when any fraction, factor or formula, which is based on the number of square feet leased, is expressed in the Prime Lease, it will be adjusted by substituting the number of square feet of the provisions specifically set forth Subleased Premises for the number of square feet of the Premises leased in this Subleasethe Prime Lease. Each party agrees that it shall not do or omit to do anything which would result in a default under the Prime Lease, shall be and each party agrees to indemnify and hold the complete terms other harmless from and conditions of this Sublease. If Prime Lessor shall be in default against all claims, demands or liabilities resulting from such party's breach, violation or nonperformance of any of its obligations under the Prime Lease, Sublessee as incorporated herein. With the exceptions set forth herein, Subtenant shall be entitled to all of the rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to privileges of the Sublandlord as tenant under the terms of the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements with respect to the Subleased Premises. Notwithstanding anything to the contrary in this Sublease, none of the provisions of the Prime Lease dealing with the following matters shall be applicable to Subtenant or be incorporated into this Sublease: (i) tenant improvements allowances, (ii) extensions of the term of the Prime Lease, (iii) rights of first refusals or options (iv) parking allocations (but Subtenant shall benefit from the allocations and associated rights set forth in this Sublease), and (v) any other matters that, in context, should not apply to the terms of this Sublease. Specifically, but without limiting the generality of the foregoing, the following provisions of the Prime Lease shall not be incorporated into this Sublease: Sections 9.3, 29.1(but such section shall be incorporated as it relates to the liability of Prime Landlord), 32.4, 51, 54, 55, 56, and 57. Sublandlord represents and warrants to Subtenant that, as of the date hereof, to furnish any services to the Leased Premisesactual knowledge of Sublandlord, to repair or rebuild (i) the samePrime Lease is in full force and effect, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition (ii) Sublandlord has neither given nor received a notice of a present default under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does and (iii) Sublandlord is not undertake the performance or observance aware of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights present default under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to SublessorLease.

Prime Lease. Sublessor represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises onlyLease. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant Lessee thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor.

Prime Lease. Sublessor represents that a true Except as may be inconsistent with the terms of this Sublease, all terms, covenants, conditions, provisions and complete copy ----------- agreements of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that Lease shall be applicable to this Agreement with the Prime Lease is in full same force and effect as if Angeion were the Landlord and Sublessor has no knowledge of any defaults Subtenant were the Tenant under the Prime Lease. This Sublease is subject Subtenant shall keep and subordinate to perform promptly each of the terms, covenants, conditions, provisions and agreements of the Tenant under the Prime Lease, all except for those provisions which, under the terms of this Sublease, Angeion is to keep or perform. A default by Subtenant under the terms of the Prime Lease shall constitute a default by Subtenant under the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered intothis Sublease. All terms contained Notwithstanding anything in this Sublease shall have to the same meanings and definitions ascribed contrary, the only services or rights to them in which Subtenant is entitled pursuant to this Sublease are those to which Angeion is entitled under the Prime Lease, unless and for all such services and rights, Subtenant will look to Prime Landlord and Angeion hereby authorizes Subtenant to communicate directly with Prime Landlord regarding the same, provided, however, that Subtenant will provide Angeion with (a) a copy of any written notice Subtenant provides to Prime Landlord or which Prime Landlord provides to Subtenant, and (b) notice of any unwritten communication to or with Prime Landlord, each of which shall be provided no later than 24 hours following such term notice to or communication to or with Prime Landlord. Subtenant represents that it has read and is expressly defined in this Sublease or familiar with the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition terms of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under (i) Prime Landlord requires Angeion to make application on Subtenant’s behalf with respect to any matter regarding the Prime Lease for and (ii) Angeion is provided with written notice of such requirement, Angeion shall use commercially reasonable efforts, at Subtenant’s expense, to make any reason other than a default by Sublessor such application. Angeion shall also use commercially reasonable efforts, at Subtenant’s expense, to join in any effort of Subtenant to enforce the terms of the Prime Lease against Prime Landlord to the extent the Prime Landlord is not performing an obligation under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor Prime Landlord is obligated to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has perform pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all In the event Prime Landlord fails or refuses to comply with any of the terms of the Prime Lease affecting the Subleased Premises or the use or occupancy thereof by Subtenant, Subtenant may, to the extent permitted by applicable law, in its own name (and, if necessary, in the name of Angeion provided that Angeion has consented to the same, which consent Angeion will not unreasonably withhold or delay) compel performance by Prime Landlord of Prime Landlord’s obligations under the terms and provisions of Sublessor as Tenant the Prime Lease, and Angeion shall reasonably cooperate with Subtenant in connection therewith. Angeion shall, if requested in writing by Subtenant, commence legal proceedings, with counsel reasonably acceptable to Subtenant, against Prime Landlord to compel Prime Landlord to perform under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises. Subtenant shall reimburse Angeion for all reasonable costs, including without limitation thereto payment reasonable attorneys’ fees, that Angeion incurs, if (i) Angeion commences legal proceedings for the benefit of Subtenant under this Sublease; or (ii) Angeion commences any legal proceeding in the case name of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to SublessorAngeion.

Prime Lease. Sublessor represents that a true (a) All the rights and complete copy ----------- obligations of Sublandlord contained in the Prime Lease as they relate to the Sublet Premises are hereby conferred and imposed upon Subtenant, except as expressly modified and amended by this Sublease. Subtenant hereby assumes all of the obligations of Sublandlord under the Prime Lease as they relate to the Sublet Premises (except for payment of the Rent under the Prime Lease) first arising on or after the Commencement Date as though it were the original lessee of the Sublet Premises and covenants and agrees fully and faithfully to perform the terms and conditions of the Prime Lease and the Sublease as they relate to the Sublet Premises on its part to be performed, including, but not limited to, all indemnity, maintenance, repair and compliance with law obligations. Subtenant shall not do or cause to be done or suffer or permit any act to be done which would or might cause the Prime Lease, or the rights of Sublandlord as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that tenant under the Prime Lease is Lease, to be endangered, canceled, terminated, forfeited or surrendered, or which would or might cause Sublandlord to be in default thereunder or liable for any damage, claim or penalty. For so long as this Sublease shall remain in full force and effect and Sublessor has no knowledge Subtenant is not in default hereunder beyond the expiration of any defaults under applicable notice and cure periods, Sublandlord shall not cause any Event of Default or agree to terminate the Prime LeaseLease prior to the expiration thereof. This Subtenant agrees, as an express inducement for Sublandlord 's executing this Sublease, that if there is any conflict between the provisions of this Sublease and the provisions of the Prime Lease which would permit Subtenant to do or cause to be done or suffer or permit any act or thing to be done which is subject and subordinate to prohibited by the Prime Lease, all of then the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition provisions of the Prime LeaseLease shall prevail. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this SubleaseAll indemnities, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant and remedies given to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified Landlord in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior are hereby given to such date, unless otherwise specifically provided herein. Except as otherwise provided in Sublandlord under this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor.

Prime Lease. Sublessor represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime LeaseLease except as may be inconsistent with the terms hereof. The terms, all covenants and conditions contained in Sections 1(a), 5(a), 6(b), 6(c), 6(e), 7, 8, 11(a), 14, 18, 19, 20(a), 20(d), 21(a) through (g), 21(i), 25, 26, 28(a), 30, 34(a), 34(b), 34(d) through (f), 34(h) through 34(m), 34(o), 34(p), and Exhibit D to the extent particular provisions thereof are referred to in the forgoing Sections of the terms Prime Lease are incorporated in this Sublease with the same force and conditions thereof effect as if Sublessor were the Prime Landlord and Sublessee were the performance by Prime Lessor of all of its obligations tenant thereunder, and Sublessor shall have all rights against Sublessee as would be available to the extent approved Prime Landlord against the tenant under the Prime Lease if such breach were by Sublesseethe tenant thereunder; provided, that incorporating such provisions herein shall not obligate Sublessor or be construed as causing Sublessor to assume or agree to perform any obligations of Prime Landlord under the Prime Lease except with respect to the giving of notice under this Sublease. Sublessee shall not do, omit to do or permit to be done or omitted any act in or related to the Premises which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All could constitute a breach or default under the terms contained in this Sublease shall have the same meanings and definitions ascribed to them in of the Prime Lease, unless any such term is expressly defined or result in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Prime Lease by Prime Landlord. Notwithstanding anything herein contained, the only services or rights to which Sublessee is entitled hereunder are those to which Sublessor is entitled under the Prime Lease, and for all such services and rights Sublessee will look solely to the Prime Landlord. Sublessor will cooperate with the Sublessee to secure the cooperation of the Prime Landlord with respect to any matter arising under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease as to which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublesseesuch cooperation is reasonably required. Sublessee shall only have such acknowledges Prime Landlord's rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, Lease are superior to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in not affected by this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor.

Prime Lease. Sublessor represents The Prime Lease is incorporated herein by reference (Exhibit A) so that, except to the extent that a true and complete copy ----------- certain provisions of the Prime LeaseLease are inapplicable or modified by this Sublease, as amendedor excluded below, supplemented each and modifiedevery term, is attached hereto as Exhibit A covenant and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that condition of the Prime Lease is binding or inuring to the benefit of Landlord shall, in full respect of the Sublease, bind or inure to the benefit of Sublessor, and each and every term, covenant and condition of the Prime Lease binding or inuring to the benefit of lessee there under shall, in respect to the Sublease, bind or inure to the benefit of Subtenant, with the same force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime Leaseas if such terms, all of the terms covenants and conditions thereof and were completely set forth in the performance by Prime Lessor of all of its obligations thereunderSublease, and to as if the extent approved by Sublesseewords “Landlord” and “Tenant”, which approval will not be unreasonably withheldor words of similar import, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have wherever the same meanings and definitions ascribed to them appear in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit were construed to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the mean, respectively, “Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform ” and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided “Subtenant” in this Sublease, all and as if the words “Leased Premises”, “Premises”, “Leased Property”, or words of similar import, wherever the terms and conditions contained same appear in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease were construed to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the mean “Subleased Premises); and all such provisions along with all of the provisions specifically set forth ” in this Sublease, shall be and as if the complete terms and conditions word “Lease”, or words of this Sublease. If Prime Lessor shall be similar import, wherever the same appear in default of any of its obligations under the Prime Lease, Sublessee were construed to mean this “Sublease.” If any of the express provisions of the Sublease shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under conflict with any of the provisions of the Prime Lease as a result incorporated by reference herein, such conflict shall be resolved in every instance in favor of such default; subject, however, to the following express provisions and procedures: Insofar as Prime Lessor is of the Sublease. Notwithstanding the foregoing or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5contained herein, Sublessor does Subtenant shall not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action exercise any renewal options, expansion options, rights of first offer or similar rights set forth in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to SublessorLease.

Prime Lease. Sublessor represents Subtenant agrees that a true it will do nothing in, on or about the Subleased Premises which would result in the breach by Sublandlord of its undertakings and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults obligations under the Prime Lease. This Except as expressly set forth herein, this Sublease is shall be subject to and subordinate to the Prime Lease, on all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms as are contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all and the provisions of the terms Prime Lease are hereby incorporated into this Sublease as if Sublandlord were the landlord thereunder and conditions contained Subtenant the tenant thereunder. Where appropriate, references to "Landlord" in the Prime LeaseLease shall be deemed to mean "Sublandlord" hereunder and references to "Tenant" in the Prime Lease shall be deemed to mean "Subtenant" hereunder, except for it being understood and agreed that Sublandlord will not be acting as, or assuming any of the provisions of 2.3responsibilities of, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3Prime Landlord, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference all references in the Prime Lease to "Landlord" being deemed to refer to Sublessor -provided services or Landlord insurance requirements, and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference any other references which by their nature relate to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all owner or operator of the provisions specifically set forth in this SubleaseBuilding, rather than to a tenant of the Building subleasing space to a subtenant, shall continue to be references to Prime Landlord and not to Sublandlord. Without limiting the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of foregoing, Subtenant expressly agrees that it does not have any of its obligations right to expand the premises or extend the term under either the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under Sublease or the Prime Lease as a result of such default; subject, however, and that it is not entitled to the following provisions and procedures: Insofar as any expenditure or allowance by Sublandlord or Prime Lessor is or may be obligated Landlord with respect to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee except as expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessorset forth herein.

Prime Lease. Sublessor represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime This Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime Lease. Prime Landlord is not a party to this Lease and its consent to or approval of this Lease shall not bind it to these terms and conditions. Prime Landlord is not personally liable hereunder. Prime Landlord does however have the rights on its part expressly provided for herein, all if any, and Prime Landlord is an intended third party beneficiary with respect thereto. Tenant shall not cause, permit, nor suffer to occur any act or failure to act that violates or is in conflict with any of the terms and conditions thereof and the performance by Prime Lessor provisions of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or causes the context requires otherwisePrime Lease to be defaulted or forfeited. Sublessee Landlord shall not commit cause, permit, or permit suffer to be committed on the Subleased Premises occur any act or omission which failure to act that violates or is in conflict with any term or condition of the provisions of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach , or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in causes the Prime Lease to "be defaulted or forfeited. It is expressly understood and agreed by Tenant that Landlord" being deemed , its shareholders, directors, officers, employees and agents are not liable to refer Tenant for any damages arising out of or pertaining to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all any breach of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of Lease by Prime Landlord (including Prime Landlord’s failure to perform any of its obligations under the Prime Lease recited in this Lease). Tenant shall also indemnify, Sublessee and hold Landlord, its shareholders, directors, officers, employees and agents harmless from and defend Landlord against any and all claims or liability arising out of or pertaining to a breach of the Prime Lease by Landlord caused by or resulting from a breach of this Lease by Tenant. Landlord shall be entitled indemnify, and hold Tenant, its shareholders, directors, officers, employees and agents harmless from and defend Tenant against any and all claims or liability arising out of or pertaining to all rights and remedies against a breach of the Prime Lessor which Sublessor would otherwise be entitled Lease by Landlord that is not caused by or resulting from a breach of this Lease by Tenant. If Landlord is required to pay to Prime Landlord any additional charges under the Prime Lease as a result of special or extra services furnished to, requests made by, or acts or omissions of Tenant or Tenant’s agents, employees, contractors, principals, invitees and/or licensees, Tenant shall promptly pay to Landlord the amount(s) required to satisfy such default; subjectcharges so Landlord may transmit the same to Prime Landlord. At any time, howeverLandlord may, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild by providing Tenant with written notice of the same, elect to insure the Subleased Premises, require Tenant to perform its obligations hereunder directly to Prime Landlord, and Tenant shall do so upon Landlord’s election, in which case, Tenant shall send to Landlord, upon delivery or receipt (as the case may be), copies of all notices and other communications it thereafter sends to or receives from Prime Landlord. This Lease and the obligations of the parties hereunder are expressly conditioned upon Landlord obtaining the prior written consent hereto by Prime Landlord. Tenant shall promptly deliver to Landlord any other act whatsoever information reasonably requested by Prime Landlord (in connection with Prime Landlord’s approval of this Lease) with respect to the Premises nature and operation of Tenant’s business and/or the financial condition of Tenant, or the Subleased Premises or to perform any obligation or satisfy any condition as may otherwise be required under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If Prime Landlord fails to consent to this Lease within thirty (30) days after receipt the execution and delivery of written request from Sublesseethis Lease in form reasonably acceptable to Tenant, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee Tenant shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime terminate this Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights by giving written notice thereof to the extent that Landlord at any time thereafter, but before Prime Landlord grants such consent, and within 5 days following such termination, Landlord shall return any Security Deposit and prepaid rent to Tenant. If Prime Landlord fails to consent to this Lease within forty five (45) days after the same execution and delivery of this Lease in form reasonably acceptable to Landlord, Landlord shall apply have the right to terminate this Lease by giving written notice thereof to the Subleased PremisesTenant at any time thereafter, but before Prime Landlord grants such consent, and within 5 days following such termination, Landlord shall return any Security Deposit and prepaid rent to Tenant. If No failure or refusal of Prime Landlord to so consent to this Lease as aforesaid shall subject Landlord to any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given except for Landlord’s failure to Sublessoruse good faith efforts to obtain Prime Landlord’s consent.

Prime Lease. 2.2.1 Sublessor represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor hereby represents and warrants that that: (i) Sublessor is the tenant under the Prime Lease and has the full right to enter into this Sublease (subject, however, to Prime Lessor’s consent); (ii) the Prime Lease is in full force and effect and and, to the best of Sublessor’s actual knowledge, Sublessor is not in default thereunder; (iii) Sublessor has no knowledge not received from Prime Lessor any written notice of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed default on the Subleased Premises any act or omission which violates any term or condition part of the Prime Lease. In the event of the termination of the Sublessor's interest Sublessor as Sublessee under the Prime Lease for any reason other than a default by Sublessor tenant under the Prime Lease which occurs for has not been cured, nor has Sublessor given Prime Lessor written notice of any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability on the part of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except Lessor as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due landlord under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance which has not been cured; and observance (iv) a true and complete copy of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance with certain redactions is attached hereto as Tenant thereunder, Exhibit B. Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided hereinwarrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Except as otherwise provided in this Sublease, all Sublessee also represents and warrants that it is satisfied with the present condition of the Premises (which Sublessee takes “as is” as of the date the Sublessee’s last inspection of the Premises, to wit, May 5, 2021, reasonable wear and tear excepted, without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use and without any obligation of any kind on Sublessor to make any repairs or improvements thereto in connection with Sublessee’s occupancy) and with Sublessee’s ability to use the Premises on the terms and conditions contained herein set forth. Notwithstanding anything in the Prime Leaseimmediately forgoing sentence to the contrary, except for to the provisions best of 2.3Sublessor’s actual knowledge without having undertaken any independent investigation, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, Sublessor confirms that the Building systems and 7.4 equipment that are incorporated herein as terms and conditions the responsibility of this Sublease (with each reference in the tenant under Section 9.01 of the Prime Lease to "Landlord" being deemed to refer to Sublessor maintain and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor repair shall be in default good working order and condition as of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to SublessorCommencement Date.

Prime Lease. Sublessor represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor SubLandlord represents and warrants to --------------------------- SubTenant that the Prime Lease is in full force and effect and Sublessor has no knowledge of effect. Notwithstanding any defaults under provision contained in this SubLease to the contrary, if the Prime LeaseLease is terminated, this SubLease shall terminate immediately. This Sublease SubLease is and at all times shall be subject to and subordinate to the Prime Lease, all of the terms and conditions thereof Lease and the performance by Prime Lessor rights of all of its obligations Landlord thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee SubLandlord shall not commit or permit any of its Affiliates to be committed commit on the Subleased Premises any act or omission which violates shall violate any term or condition of the Prime Lease. SubTenant hereby expressly assumes and agrees: (i) to comply with all provisions of the Prime Lease which are required to be performed by SubTenant hereunder; and (ii) to perform all obligations on the part of the "Tenant" to be performed under the terms of the Prime Lease with respect to the Premises (other then Tenant's obligations to pay rent and other charges to Landlord) during the term of this SubLease which are not required to be performed by SubLandlord hereunder. In the event of a conflict between the termination provisions of this SubLease and the Prime Lease, as between SubLandlord and SubTenant, the provisions of this SubLease shall control. Further, as between SubLandlord and SubTenant, SubLandlord shall be responsible for the performance of the Sublessor's interest as Sublessee obligations of "Tenant" under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall if and only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions obligations are applicable not required to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance be performed by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due SubTenant under this SubLease. SubLandlord's only obligations under the Prime Lease with respect to the Subleased Premises only. Sublesseeare to use due diligence and reasonable efforts (at SubTenant's performance sole cost and observance expense) to cause Landlord to perform its responsibilities and to make those payments of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant rent and other charges due to Landlord thereunder, Sublessee shall have so complied on or prior which payments SubLandlord hereby agrees to such datemake, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies SubTenant makes timely payments to SubLandlord of all papers, rent and notices of all proceedings, shall be given to Sublessorother charges payable under this SubLease.

Prime Lease. Sublessor represents that a true (a) Where not expressly inconsistent with the terms hereof and complete copy ----------- of except as otherwise stated herein to the Prime Leasecontrary, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This this Sublease is shall be subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for Lease as said terms and conditions affect the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3Subleased Premises, and 7.4 are incorporated herein as all of the terms and conditions of the Prime Lease, except as otherwise set forth herein, are hereby incorporated into this Sublease (and shall be binding upon Subtenant with each reference respect to the Subleased Premises to the same extent as if Subtenant were named as tenant and Sublandlord as landlord under the Prime Lease, including but not limited to all exhibits attached to the Prime Lease, including the Rules and Regulations. If a term or provision of this Sublease is inconsistent or in conflict with a term or provision of the Prime Lease, the term or provision of this Sublease shall control as between Sublandlord and Subtenant. For purposes of this Sublease, references in the Prime Lease to "Landlord" being deemed to refer to Sublessor the term of lease shall mean the Term of this Sublease and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference references to the Premises being deemed to refer to premises, demised premises, or similar references in the Prime Lease shall mean the Subleased Premises); and all such provisions along with all . Except as otherwise provided herein, when any fraction, factor or formula, which is based on the number of square feet leased, is expressed in the Prime Lease, it will be adjusted by substituting the number of square feet of the provisions specifically set forth Subleased Premises for the number of square feet of the premises leased by Sublandlord under the Prime Lease. Subtenant agrees that it shall not do or omit to do anything which would result in this Subleasea default under the Prime Lease, shall be the complete terms and conditions of this Sublease. If agrees to indemnify and hold Sublandlord and Prime Lessor shall be in default Landlord harmless from and against all claims, demands or liabilities resulting from Subtenant’s breach, violation or nonperformance of any of its obligations under the Prime Lease, Sublessee as incorporated herein. With the exceptions set forth herein, Subtenant shall be entitled to all of the rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to privileges of the Sublandlord as tenant under the terms of the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements with respect to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor.

Prime Lease. Sublessor represents that a A true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, Lease (with certain financial provisions deleted for reasons of confidentiality) is attached hereto as Exhibit A B. Where not expressly inconsistent with the terms hereof and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that except as otherwise stated herein to the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This contrary, this Sublease is shall be subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for Lease as said terms and conditions affect the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3Subleased Premises, and 7.4 are incorporated herein as all of the terms and conditions of the Prime Lease, except as otherwise set forth herein, are hereby incorporated into this Sublease (and shall be binding upon Subtenant with each reference respect to the Subleased Premises to the same extent as if Subtenant were named as tenant and Sublandlord as landlord under the Prime Lease. For purposes of this Sublease, references in the Prime Lease to the ["Landlord" being deemed to refer to Sublessor term"] shall mean the Term of this Sublease and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference references to the Premises being deemed to refer to ["premises"] in the Prime Lease shall mean the Subleased Premises); and all such provisions along with all . [Except as otherwise provided herein, when any fraction, factor or formula, which is based on the number of square feet leased, is expressed in the Prime Lease, it will be adjusted by substituting the number of square feet of the provisions specifically set forth Subleased Premises for the number of square feet of the [Premises] leased in this Subleasethe Prime Lease.] Each party agrees that it shall not do or omit to do anything which would result in a default under the Prime Lease, shall be and each party agrees to indemnify and hold the complete terms other harmless from and conditions of this Sublease. If Prime Lessor shall be in default against all claims, demands or liabilities resulting from such party s breach, violation or nonperformance of any of its obligations under the Prime Lease, Sublessee as incorporated herein. With the exceptions set forth herein, Subtenant shall be entitled to all of the rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to privileges of the Sublandlord as tenant under the terms of the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against The following provisions of the Prime Lessor in Sublessee's name Lease shall not be barred by reason incorporated into this Sublease: Sections: 1.01 Demised Premises, 1.02 Temporary Premises, 2.01 Term, 2.02 Options to renew the Term of lack this Lease, 2.03 Vacation, 2.04 Acknowledgment of privityTerm, nonassignability 3.01 Base Annual Rent, 3.02 Base Annual Rent Adjustments, 3.03 Sixth Floor Premises Rent, 4.01 Definition of Taxes, 4.02 Tenant s Proportionate Share of Taxes, 4.03 Payment of Taxes, 4.04 Tax Refund, 4.05 Additional Taxes, 5.01 Definition of Common Area Expenses, 5.02 Tenant s Proportionate Share of Common Area Expenses, 5.03 Payment of Common Area Expenses, 5.04 Tenant s Audit, 6.01 Financial Statements, 7.04 Landlords Contribution For Tenants Work, 7.06 Pre Commencement Date Work, 8.02 The Option Period Alterations Allowance, 9.02 Restriction On Competitor Signage, 10.01 Assignment and Subletting, 10.02 Sublease Assignment and Subtenant Subleases, 14.02 Valet or otherwiseOther Parking, Sublessor shall permit Sublessee 28.01 Brokerage Commission, 31.02 Notices, 31.04 Successors, 31.12 Covenant to take such action in Sublessor's namePay Rent; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such actionLate Charge, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor31.13 Satellite Dish.

Prime Lease. Sublessor represents that a true Tenant recognizes and complete copy ----------- acknowledges the existence of the Prime Lease, as amended, supplemented Lease and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime this Lease is in full force and effect and Sublessor has no knowledge a sublease of any defaults under a portion of Landlord’s leasehold estate created by the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the The termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason whatsoever, other than the default of Landlord, shall never constitute a default by Sublessor under Landlord hereunder nor shall such termination entitle Tenant to terminate this Lease or the Prime payment of any rent or other sums due by Tenant hereunder. Tenant further agrees that this Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor is subject to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease and hereby agrees to "Landlord" being deemed be bound by provisions thereof, including but not limited to refer the provisions relating to Sublessor employment and non-discrimination and other provisions of which Landlord has made Tenant aware in writing. By execution hereof, Tenant hereby acknowledges that it has received a copy of all provisions of the Prime Lease relating to employment and non-discrimination all as set forth on Exhibit C attached hereto. Provided, however, that the execution of this Lease by Landlord shall never be construed to be an approval hereof by the Prime Lessor, with each reference to "Tenant" therein it being deemed to refer to Sublessee and with each reference to understood that the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all Prime Lessor cannot be bound by any act or omission of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this SubleaseLandlord. If Prime Lessor shall be request a modification of this Lease, Tenant shall not unreasonably withhold or delay its consent to a modification which does not materially adversely affect Tenant’s rights and privileges hereunder or impose material burdens on Tenant. Landlord shall reasonably cooperate with Tenant in default connection with any approval of Prime Lessor required for the construction of any of its obligations under the Prime Alterations by Tenant pursuant to this Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor.

Prime Lease. Sublessor represents that a true and complete copy ----------- of Except as may be inconsistent with the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime Leaseterms hereof, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunderterms, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms covenants and conditions contained in the Prime Lease, except for Lease (other than any options or rights of first refusal granted to Sublessor or obligations of Sublessor to offer to purchase the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of Sublet Premises) shall be applicable to this Sublease (with the same force and effect as if Sublessor were the lessor under the Prime Lease and Sublessee were the lessee thereunder; and in case of any breach hereof by Sublessee, Sublessor and Sublessee shall have all the rights against each reference in other as would be available to the Prime Landlord and the lessee under the Prime Lease if such breach were by a party thereto. Neither Sublessor nor Sublessee shall either do or permit anything to be done which would cause the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default terminated or forfeited by reason of any right of its obligations under termination or forfeiture reserved or vested in the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to SublesseeLandlord. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend indemnify and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer claims of any kind whatsoever by reason of any such actionbreach or default on the part of Sublessee by reason of which the Prime Lease may be terminated or forfeited, except by reason of any breach or default on the part of Sublessor that could cause the Prime Lease to be terminated. Sublessor agrees that, provided that Sublessee is not in default under the Sublease, Sublessor shall not (i) voluntarily surrender the Sublet Premises prior to the expiration or termination of the term of the Sublease, except in instances in which the Prime Lease terminates early due to casualty damage, taking of the Premises by eminent domain or otherwise through no fault of Sublessor, or (ii) breach its obligations under the Prime Lease so as to give the Prime Landlord the right to terminate the Prime Lease, and Sublessor agrees to indemnify and hold Sublessee harmless from losses or damages arising from Sublessor's failure to comply with the foregoing. Sublessor shall retain the right to exercise the cancellation option set forth in Section 66 of the Prime Lease, but agrees that copies it shall exercise such right only with the prior written consent of all papersSublessee. In the event that the cancellation option is so exercised, and notices Sublessee agrees to pay the associated termination fee of all proceedings, shall be given to Sublessor$132,182.86.

Prime Lease. Sublessor represents that a true Tenant recognizes and complete copy ----------- acknowledges the existence of the Prime Lease, as amended, supplemented Lease and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime this Lease is in full force and effect and Sublessor has no knowledge a sublease of any defaults under a portion of Landlord’s leasehold estate created by the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the The termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than whatsoever shall never constitute a default by Sublessor under Landlord hereunder nor shall such termination entitle Tenant to terminate this Lease or the Prime payment of any rent or other sums due by Tenant hereunder. Tenant further agrees that this Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor is subject to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease and hereby agrees to "Landlord" being deemed be bound by provisions thereof, including but not limited to refer the provisions relating to Sublessor employment and non-discrimination. By execution hereof, Tenant hereby acknowledges that it has received a copy of all provisions of the Prime Lease relating to employment and non-discrimination all as set forth on Exhibit D attached hereto provided, however, that the execution of this Lease by Landlord shall never be construed to be an approval hereof by the Prime Lessor, with each reference to "Tenant" therein it being deemed to refer to Sublessee and with each reference to understood that the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all Prime Lessor cannot be bound by any act or omission of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this SubleaseLandlord. If Prime Lessor shall be in default request a modification of any of its obligations under the Prime this Lease, Sublessee Tenant shall be entitled not unreasonably withhold or delay its consent to all a modification which does not adversely affect Tenant’s rights and remedies against privileges hereunder or impose material burdens on Tenant. Tenant hereby acknowledges and agrees that all communications with Prime Lessor which Sublessor would otherwise be entitled relating to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be directed through Landlord and hereby are conferred upon and assigned to Sublessee. Sublessee that Tenant shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If not seek any such action against approvals or otherwise communicate with Prime Lessor in Sublessee's name shall be barred by reason regarding this Lease without the approval of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to SublessorLandlord.

Prime Lease. Sublessor represents (a) SpectraSite covenants that it shall not commit any act which would result in a true default or nonconformance of the Prime Lease. The SLA shall be subject to the continued existence and complete copy ----------- enforceability of the Prime Lease, as amendedprovided, supplemented and modifiedhowever, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge any termination or expiration of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for as a result of any reason other than a breach default or a default non-conformance by Sublessee SpectraSite under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability the terms of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, without the prior written consent of Tritel, shall be construed as an event of default under the terms of the applicable SLA. SpectraSite shall not elect not to renew any Prime Lease and the extent that such failure to renew any Prime Lease shall be construed as an event of default under the terms of the applicable SLA unless SpectraSite either: (1) provides to Tritel an attornment and conditions are applicable non-disturbance agreement in a form reasonably acceptable to the Subleased PremisesTritel and SpectraSite, including without limitation thereto payment (or in the case and provides to Tritel written notice of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under its decision not to renew the Prime Lease with respect at lease sixty (60) days prior to the Subleased Premises only. Sublesseedate that SpectraSite must provide the Prime Lessor notice of its intent not to renew the Prime Lease; or (2) provides Tritel with the option, which may be exercised in Tritel's performance and observance sole discretion to receive an assignment of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior and further provided that SpectraSite provides sufficient evidence to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all Tritel that the assignment of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor Tritel is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's namepermitted; provided, however, that Sublessee in the event that Tritel elects not to receive such an assignment pursuant to Section 3.7(a)(2) because there is a material defect in such Site which Tritel believes in its reasonable opinion would impose a liability on Tritel other than those obligations for payment of rent, insurance and taxes imposed by the Prime Lease and such liability would, in the reasonable opinion of Tritel exceed the amount of Twenty Thousand and No/100 Dollars ($20,000.00), then SpectraSite's failure to renew the Prime Lease shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of constitute a default under the applicable SLA. In either event any such actionnon-renewal of the Prime Lease shall not constitute an Event of Default under the term of the Applicable SLA, and provided however, that copies Tritel's election not to receive an assignment of all papers, and notices of all proceedings, the Prime Lease shall be given not waive any default created by SpectraSite's failure to Sublessorrenew the Prime Lease.

Prime Lease. Sublessor represents that a (a) A true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, Lease (with certain financial provisions deleted for reasons of confidentiality) is attached hereto as Exhibit A C. Where not expressly inconsistent with the terms hereof and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that except as otherwise stated herein to the Prime Lease is in full force and effect and Sublessor has no knowledge contrary, this Sublease shall be subject Table of any defaults under the Prime Lease. This Sublease is subject Contents and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for Lease as said terms and conditions affect the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3Subleased Premises, and 7.4 are incorporated herein as all of the terms and conditions of the Prime Lease, except as otherwise set forth herein, are hereby incorporated into this Sublease (and shall be binding upon Subtenant with each reference respect to the Subleased Premises to the same extent as if Subtenant were named as tenant and Sublandlord as landlord under the Prime Lease. For purposes of this Sublease, references in the Prime Lease to "Landlord" being deemed to refer to Sublessor the “term” shall mean the Term of this Sublease and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference references to the Premises being deemed to refer to “premises” in the Prime Lease shall mean the Subleased Premises); and all such provisions along with all . Except as otherwise provided herein, when any fraction, factor or formula, which is based on the number of square feet leased, is expressed in the Prime Lease, it will be adjusted by substituting the number of square feet of the provisions specifically set forth Subleased Premises for the number of square feet of the Premises leased in this Subleasethe Prime Lease. Each party agrees that it shall not do or omit to do anything which would result in a default under the Prime Lease, shall be and each party agrees to indemnify and hold the complete terms other harmless from and conditions of this Sublease. If Prime Lessor shall be in default against all claims, demands or liabilities resulting from such party’s breach, violation or nonperformance of any of its obligations under the Prime Lease, Sublessee as incorporated herein. With the exceptions set forth herein, Subtenant shall be entitled to all of the rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to privileges of the Sublandlord as tenant under the terms of the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against The following provisions of the Prime Lessor Lease shall not be incorporated into this Sublease: Basic Lease Information, sections 1, 2, 3.1, the last sentence of section 3.3, section 4, sections 16.1, 22, 30, Additional Provisions as set forth on Exhibit D to the Lease numbered 35, 36, 37(a), 37(b), 37(c), the First, Second, Third and Fourth Amendments to Lease in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such actiontheir entirety, and that copies of all papersFifth Amendment to Lease Sections I, II, III, IV, V.A., VII, VIII, IX, XII (other than XII.F.) and notices of all proceedings, shall be given to SublessorExhibit A-1.

Prime Lease. Sublessor represents that a true and complete copy of ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises onlyLease. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant Lessee thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor.

Prime Lease. Sublessor represents that a true Reference is made to the Lease Agreement and complete copy ----------- of the Prime Leasesubsequent amendments, as amendedmodifications, supplemented ratifications, and modified, is extensions attached hereto as Exhibit A B and Sublessee acknowledges receipt thereofincorporated herein by reference, hereinafter referred to as the "Prime Lease" dated January 21, 1985, between Government Employees Insurance Company (hereinafter referred to as "Lessor") and Sublessor, as Lessee, pursuant to which Sublessor has leased the Subleased Premises from Lessor. Sublessor represents Except as otherwise expressly provided herein, (a) this Sublease is subject to and warrants that made upon all of the terms, covenants and conditions of the Prime Lease is (except paragraphs as noted in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and Attachment "A" (I)) to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable relate to the Subleased Premises, including without limitation thereto payment with the same force and effect as if such terms, covenants and conditions were fully set forth herein, (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for paymentb) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms terms, covenants and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled is bound to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever comply with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred binding upon and assigned to Sublessee. Sublessee shall be subrogated to such rights hereunder to the extent that the same relate to the Subleased Premises and Sublessee shall apply perform all obligations of Sublessor under the Prime Lease relating to the Subleased Premises during the term of this Sublease. The Sublessee agrees to be bound to the Sublessor by all the terms of the Lease and to assume toward Sublessor and to perform all of the obligations and responsibilities that Sublessor, by the Lease, assumes toward the Landlord under the Lease with respect to the Premises. The relationship between Sublessee and Sublessor under the Sublease shall be the same as between the Sublessor and Landlord under the Lease. Notwithstanding anything to the contrary contained in the Lease or contained in this Sublease, Sublessor alone shall be entitled to exercise those rights and privileges, shall continue to be solely responsible for, and shall timely discharge or otherwise satisfy, all of the obligations and responsibilities of the "Tenant" pursuant to the terms, provisions and conditions of the Prime Lease, and (c) all of the rights and privileges of Sublessor under the Prime Lease, except those specifically excluded pursuant to paragraph 2(A) above, shall inure to the benefit of Sublessee via Sublessor to the extent the same relate to the Subleased Premises. If any such action against Prime Lessor It is the intention of the parties hereto that, except as otherwise expressly provided in Sublessee's name this Sublease, the relationship between Sublessor and Sublessee shall be barred governed by reason the provisions of lack of privitythe Prime Lease as if they had been typed out in full in this Sublease and Sublessor were the party named as "Lessor" under the Prime Lease and Sublessee were the party named as "Lessee" under the Prime Lease. Thus, nonassignability or otherwisefor example, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, the event that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason fails to make timely payment of any such actionmonthly installment of rent when due and payable hereunder, or fails to perform or violates any of the other conditions, covenants or agreements herein made by Sublessee, the respective rights and that copies duties of all papers, Sublessor and notices of all proceedings, Sublessee hereunder shall be given to determined by the Prime Lease, with the terms "Sublessor" substituted for the term "Lessor" or "Landlord" wherever those terms appear in said paragraphs and the term "Sublessee" substituted for the term "Lessee" or "Tenant" wherever those terms appear in said Prime Lease.

Prime Lease. Sublessor represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms convenants, agreements, terms, provisions and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in the Prime Lease which are hereby made a part of this Sublease shall have with the same meanings force and definitions ascribed to them effect as if they were fully set forth herein. Wherever the term "Tenant" appears in the Prime Lease, it shall read "Subtenant" and where ever the term "Owner" appears, it shall be deemed to include "Sublessor" unless by its terms such use would be inappropriate and Sublessor shall have all the rights and remedies of Landlord thereunder, without limiting Sublessor's rights and remedies to enforce any such term is expressly defined in provision of this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of contained in the Prime Lease. In Subtenant agrees to observe and perform all of such covenants, agreements, terms, provisions and conditions contained in this Sublease as though and as if Subtenant was the event of the termination of the Sublessor's interest as Sublessee under tenant originally named in the Prime Lease for any reason other than a default by Sublessor under Lease, except that the provisions of the Prime Lease which occurs for any reason other than a breach or a default have been specifically addressed by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Leasenot, to the extent that such terms addressed, apply and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations Subtenant shall not be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except obligated thereunder except as otherwise provided in this Sublease. The foregoing notwithstanding, all Subtenant shall pay to Sublessor as additional rent its pro rata share of increases in Base Impositions and Base Operating Costs due to Landlord from Sublessor. The term "Base Impositions" shall mean the Impositions levied against the property of which the demised premises are part for city and school taxes for the 1999 state, county and town year and for the 1998/1999 school year. The term "Base Operating Costs" shall mean the Operating Costs in effect for the calendar year ending December 31, 1999. The Subtenant's pro rata share shall equal 33.27% of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease Tenant Proportionate share. Subtenant shall also be allocated four (4) parking spaces. Sublessor shall have no obligation to provide any services or to do any act or thing with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference respect to the Sublet Premises being deemed to refer to which are the Subleased Premises); and all such provisions along with all obligation or responsibility of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations Landlord under the Prime Lease, Sublessee shall be entitled and Subtenant agrees to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled look solely to Landlord under the Prime Lease as a result for the provision of any such default; subjectservice and observance and performance of any such act or thing. Upon Subtenant's written request, howeverSublessor shall present to Landlord, in the name of Sublessor, any demand requested by Subtenant for any such repairs, restorations, materials or services required to be furnished to the following provisions Sublet Premises by Landlord. Subtenant shall have the right to exercise, in Sublessor's name, but at Subtenant's sole cost and procedures: Insofar as Prime Lessor is or may be obligated expense, all of the rights available to construct or Sublessor to enforce performance of the obligations of Landlord to make any alterations such repairs and restorations or improvements to the Subleased Premises, to furnish supply any such materials and services to the Leased Premisesdemised premises, and no cessation, interruption or suspension of any service provided by Landlord shall entitle Subtenant to repair any diminution or rebuild abatement of fixed or additional rent or other compensation under this Sublease, nor shall this Sublease be affected by reason of any such failure, cessation, interruption or suspension. Notwithstanding anything contained herein the same, Sublease shall not be deemed to insure grant Subtenant any rights under the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition Prime Lease which Sublessor does not have under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, and any act of Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor.any

Prime Lease. Sublessor represents that a true Tenant recognizes and complete copy ----------- acknowledges the existence of the Prime Lease, as amended, supplemented Lease and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime this Lease is in full force and effect and Sublessor has no knowledge a sublease of any defaults under a portion of Landlord’s leasehold estate created by the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the The termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than whatsoever shall never constitute a default by Sublessor under Landlord hereunder nor shall such termination entitle Tenant to terminate this Lease or the Prime Lease which occurs for payment of any reason rent or other than a breach or a default sums due by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor Tenant hereunder. Tenant further agrees that thxx Xxxse is subject to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease and hereby agrees to "Landlord" being deemed be bound by provisions thereof, including but not limited to refer the provisions relating to Sublessor employment and non-discrimination. By execution hereof, Tenant hereby acknowledges that it has received a copy of all provisions of the Prime Lease relating to employment and non-discrimination all as set forth on Exhibit D attached hereto provided, however, that the execution of this Lease by Landlord shall never be construed to be an approval hereof by the Prime Lessor, with each reference to "Tenant" therein it being deemed to refer to Sublessee and with each reference to understood that the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all Prime Lessor cannot be bound by any act or omission of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this SubleaseLandlord. If Prime Lessor shall be in default request a modification of any of its obligations under the Prime this Lease, Sublessee Tenant shall be entitled not unreasonably withhold or delay its consent to all a modification which does not adversely affect Tenant’s rights and remedies against privileges hereunder or impose material burdens on Tenant. Tenant hereby acknowledges and agrees that all communications with Prime Lessor which Sublessor would otherwise be entitled relating to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be directed through Landlord and hereby are conferred upon and assigned to Sublessee. Sublessee that Tenant shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If not seek any such action against approvals or otherwise communicate with Prime Lessor in Sublessee's name shall be barred by reason regarding this Lease without the approval of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to SublessorLandlord.

Prime Lease. 2.2.1 Sublessor represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor hereby represents and warrants that that: (i) Sublessor is the tenant under the Prime Lease and has the full right to enter into this Sublease (subject, however, to the Prime Lessor Consent); (ii) the Prime Lease is in full force and effect and effect; (iii) Sublessor has no knowledge not received from Prime Lessor any written notice of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed default on the Subleased Premises any act or omission which violates any term or condition part of the Prime Lease. In the event of the termination of the Sublessor's interest Sublessor as Sublessee under the Prime Lease for any reason other than a default by Sublessor tenant under the Prime Lease which occurs for has not been cured, nor has Sublessor given Prime Lessor written notice of any reason other than a breach or a default by Sublessee on the part of Prime Lessor as landlord under this Subleasethe Prime Lease which has not been cured, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect and, to the Leased Premises which best of Sublessor’s knowledge, no event or circumstance has occurred that, with notice or passage of time, could constitute such a default; (iv) Sublessor has pursuant submitted to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform Sublessee a true and observe all complete copy of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premisesa copy of which is attached hereto as Exhibit B, including without limitation thereto payment (or in the case of payment in the first instance by Sublessorall amendments, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so thatmodifications, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunderextension notices, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3consents, and 7.4 are incorporated herein as terms subordination, non-disturbance and conditions of this Sublease attornment agreements related thereto; and (with each reference in the Prime Lease to "Landlord" being deemed to refer to v) no pending dispute or claim has been asserted between Sublessor and Prime Lessor, with each reference Sublessor does not now intend to "Tenant" therein being deemed assert any such claim, and Sublessor knows of no basis to refer to do so. Sublessee warrants and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee agrees that Sublessee is satisfied with the present condition of the Premises, which Sublessee takes “as a result is” without any representation or warranty by Sublessor regarding the condition of such default; subjectthe Premises (except as provided herein and except that the Premises shall be delivered to Sublessee vacant (except for the FF&E) and in broom clean and good condition, however, free and clear of any debris) and the fitness of the Premises for any particular use and without any obligation of any kind on Sublessor to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations repairs or improvements thereto in connection with Sublessee’s occupancy and with Sublessee’s ability to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to use the Premises or on the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessorterms herein set forth.

Prime Lease. Sublessor represents that a A true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, Lease is attached hereto as Exhibit A B. Where not expressly inconsistent with the terms hereof and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that except as otherwise stated herein to the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This contrary, this Sublease is shall be subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for as otherwise set forth herein. Where not expressly inconsistent with the provisions terms hereof or clearly applicable only to the original parties of 2.3the Prime Lease and except as otherwise stated herein to the contrary, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as all such terms and conditions are hereby incorporated into this Sublease and shall be binding upon Subtenant with respect to the Subleased Premises to the same extent as if Subtenant were named as the “Tenant” and Sublandlord as the “Landlord” under the Prime Lease. For purposes of this Sublease (with each reference Sublease, references in the Prime Lease to "Landlord" being deemed to refer to Sublessor the “Term” shall mean the Term of this Sublease and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference references to the Premises being deemed to refer to “Premises” in the Prime Lease shall mean the Subleased Premises); . Each party agrees that during the Term (as defined below) it shall not do or omit to do anything which would result in a default under the Prime Lease, and all such provisions along each party agrees to indemnify and hold the other and its officers, partners, employees and agents harmless from any claims, judgments, damages, fines, penalties, costs, liabilities (including sums paid in settlement of claims) or loss including attorney’s fees through the trial, appellate and administrative levels, consultants fees, and expert fees which arise during or after the Term in connection with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee as incorporated herein; provided that the liability of the Subtenant under the foregoing indemnity shall only relate to Claims first arising after the Effective Date (as defined in Paragraph 5). With the exceptions set forth herein, Subtenant shall be entitled to all of the rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to privileges of the Sublandlord as tenant under the terms of the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against The following provisions of the Prime Lessor in Sublessee's name Lease shall not be barred by reason of lack of privityincorporated into this Sublease: Lease Paragraphs 1d, nonassignability or otherwise1e, Sublessor 1f, 1g, 1k, 1m, 1p, 1q, 1r, 1t, 4, 5, 10, 49, 53, 54, 55, 56, and Exhibits B and C. Lease Addendum Paragraphs 1, 2, and 4. Sublandlord shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur not do or suffer or permit anything to be done or suffered which would cause the Prime Lease to be terminated or forfeited by reason virtue of any such actionright of termination or forfeiture reserved or vested in the Prime Landlord thereunder, nor shall Sublandlord do or suffer or permit anything to be done or suffered which would cause the Sublandlord to be or become in default of any obligation under the Prime Lease. Notwithstanding anything contained herein to the contrary, Sublandlord shall not agree to an amendment or modification of the Prime Lease which may have a material adverse effect on Subtenant’s business or Subtenant’s intended use or purpose for the Subleased Premises or which significantly increases any of Subtenant’s obligations under this Sublease in a material adverse way, unless Sublandlord shall first obtain Subtenant’s prior written approval thereof, which approval may be withheld solely in the exercise of Subtenant’s good faith and that copies of all papers, and notices of all proceedings, shall be given to Sublessorreasonable business judgment.

Prime Lease. 2.2.1 Sublessor represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor hereby represents and warrants that that: (i) Sublessor is the tenant under the Prime Lease and has the full right to enter into this Sublease (subject, however, to Prime Lessor’s consent); (ii) the Prime Lease is in full force and effect and effect; (iii) Sublessor has not received from Prime Lessor any written notice of any default on the part of Sublessor as tenant under the Prime Lease which has not been cured, nor has Sublessor given Prime Lessor written notice of any default on the part of Prime Lessor as landlord under the Prime Lease which has not been cured; (iv) to the best of Sublessor’s actual knowledge, without independent investigation, no defaults exist by either Sublessor or the Prime Lessor under the Prime Lease, (v) Sublessor, without having undertaken any independent investigation, has no knowledge of any defaults under condition in the Premises that violates Applicable Laws, the Declaration or the Ground Lease, (vi) to Sublessor's actual knowledge, without having undertaken any independent investigation, all building systems and equipment serving the Premises are in good working order (it being understood that Prime Lessor is responsible for the repair and maintenance of such building systems), and (vii) a true and complete copy of the Prime LeaseLease with certain redactions is attached hereto as Exhibit B. Sublessee warrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. This Sublease Sublessee also represents and warrants that it is subject satisfied with the present condition of the Premises (which Sublessee takes “as is” without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use and subordinate without any obligation of any kind on Sublessor to make any repairs or improvements thereto in connection with Sublessee’s occupancy) and with Sublessee’s ability to use the Premises on the terms herein set forth. Sublessor will be responsible for the cost of any work required to correct violations of Applicable Laws which existed prior to the Prime LeaseCommencement Date, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and except to the extent approved the need to comply with such Applicable Laws is solely triggered by Sublessee, which approval will not be unreasonably withheld, all amendments the unique and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings particular use of Sublessee (as opposed to office and definitions ascribed to them in the Prime Lease, unless lab use generally) and excluding any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition compliance of the Prime LeasePremises with the Americans with Disabilities Act or Massachusetts or local disabilities laws. In the event of that during the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunderTerm, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, required to perform any other act whatsoever major capital repair or replacement of systems or equipment in the Premises (a "Major Capital Item"), which Major Capital Item is not the responsibility of Prime Lessor and applies to systems or equipment which will be surrendered at the end of the Sublease Term and which major capital repair or replacement was not caused by the actions or omissions of Sublessee or its Invitees, then Sublessee, after first consulting with respect Sublessor, will perform such Major Capital Item, and the cost of such work that is in excess of Fifty Thousand Dollars ($50,000) (i.e., Sublessee will be responsible for the first $50,000 of the cost of repair or replacement of each Major Capital Item that requires repair or replacement during the Sublease Term) will be allocated between Sublessor and Sublessee as follows: Sublessee will pay the portion of the cost of such Major Capital Item equal to the Premises or number of months remaining in the Subleased Premises or to perform any obligation or satisfy any condition under Sublease Term divided by the Prime Leasenumber of months in the useful life of the Major Capital Item, Sublessee expressly acknowledges that notwithstanding anything to as determined in accordance with generally accepted accounting principles, and Sublessor will pay the contrary provided in this Paragraph 5, Sublessor does not undertake remainder of the performance or observance cost of such obligations, but is only obligated to use reasonable efforts to obtain Prime LessorMajor Capital Item. Sublessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out share of pocket expense. If such cost will be payable within thirty (30) days after receipt of written request a reasonably detailed invoice from Sublessee, Sublessor fails or refuses to take appropriate action for Sublessee detailing the enforcement work performed and calculation of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessorcost allocation.

Prime Lease. Sublessor represents that a (a) A true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, Lease (with certain financial provisions deleted for reasons of confidentiality) is attached hereto as Exhibit A B. Where not expressly inconsistent with the terms hereof and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that except as otherwise stated herein to the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This contrary, this Sublease is shall be subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this Xxxxxxxxx 0, Xxxxxxxxx shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for Lease as said terms and conditions affect the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3Subleased Premises, and 7.4 are incorporated herein as all of the terms and conditions of the Prime Lease (except to the extent that they are inapplicable to, or modified by the provisions of, this Sublease, or inapplicable to the Subleased Premises) are hereby incorporated into this Sublease (and shall be binding upon Subtenant with each reference respect to the Subleased Premises to the same extent as if Subtenant were named as tenant and Sublandlord as landlord under the Prime Lease. If any of the express provisions of this Sublease shall conflict with any of the provisions of the Prime Lease incorporated by reference, such conflict shall be resolved in every instance in favor of the express provisions of this Sublease. For purposes of this Sublease, references in the Prime Lease to "Landlord" being deemed to refer to Sublessor the “term” shall mean the Term of this Sublease and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference references to the Premises being deemed to refer to “premises” in the Prime Lease shall mean the Subleased Premises); and all such provisions along with all . References to the Building shall mean Building 3 only. Except as otherwise provided herein, when any fraction, factor or formula, which is based on the number of the provisions specifically set forth square feet leased, is expressed in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall it will be entitled adjusted by substituting the number of square feet of the Subleased Premises for the number of square feet of the Premises leased in the Prime Lease. The Sublandlord represents and warrants to all rights Subtenant that, as of the date of execution of the Sublease, to the best of Sublandlord’s knowledge, there are no Defaults on the behalf of Prime Landlord or Sublandlord and remedies against Prime Lessor Sublandlord is not aware of any facts or circumstances which Sublessor would otherwise be entitled could result or lead to under the Default of the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as by Prime Lessor is Landlord or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to SublessorSublandlord.