Common use of PROVISIONS CONSTITUTING SUBLEASE Clause in Contracts

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes and agrees to perform all of the obligations of "Lessee" under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas, except as specifically set forth herein. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor to perform all of the obligations of Lessor under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas. Subtenant shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third party.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant Sublessee hereby assumes and agrees to perform all of the obligations of "Lessee" Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and SubtenantSublessee's use of the Common Areascommon areas, except as specifically set forth herein. Sublandlord Sublessor hereby agrees to use commercially reasonable efforts to cause Lessor Lessor, under the Master Lease, to perform all of the obligations of Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and SubtenantSublessee's use of the Common Areascommon areas. Subtenant Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation renegotiations of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such partyparty but, but will at all times times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord Sublessor (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third partySublease.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master LeaseLease except as specifically excluded in section 2.2 of this Sublease. Subtenant Sublessee hereby assumes and agrees to perform all of the obligations of "Lessee" Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and SubtenantSublessee's use of the Common Areascommon area, except as specifically set forth herein. Sublandlord Sublessor hereby agrees to use commercially reasonable efforts to cause Lessor Lessor, under the Master Lease, to perform all of the obligations of Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and SubtenantSublessee's use of the Common Areascommon areas. Subtenant Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation renegotiations of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such partyparty but, but will at all times times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord Sublessor (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from assigning its interest in this Sublease or subletting Sublease, only if Sublessee is in material, uncured breach of the Premises to any other third partyterms of Sublease.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 A. This Sublease is and at all time shall be subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes Sublessee shall take no action which would cause Sublessor to be in default of its obligations under the Master Lease, and agrees to Sublessee shall assume and perform all of the its obligations under this Sublease, (including those obligations of "Lessee" Sublessor under Master Lease that are incorporated herein and are the obligation of Sublessee) and Sublessee shall indemnify and hold Sublessor harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorneys' fees and costs, arising out of Sublessee's failure to do so. Sublessor shall fully perform all of its obligations under the Master Lease (except to the extent said obligations apply to the Subleased Premises and Subtenant's use any of the Common Areassame are the obligation of Sublessee hereunder) and shall indemnify and hold Sublessee harmless from and against all liability, except as specifically set forth hereincosts, damages, claims, demands and expenses, including reasonable attorneys' fees and costs, arising out of Sublessor's failure to do so. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor to perform all Each party's obligations under this Paragraph 2.A shall survive the expiration or earlier termination of the obligations of Lessor under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areasthis Sublease. Subtenant shall not commit or permit to be committed on the Subleased Premises or on Upon any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation termination of the Master Lease, assignmentthis Sublease shall terminate concurrently therewith except as otherwise provided in the Consent of Landlord to Sublease and without any liability of Sublessor to Sublessee; provided, sublettinghowever, that a lease termination due to Sublessor's default of its obligations under the Master Lease or this Sublease, shall be subject to the indemnification set forth above. Sublessor shall not enter into any other voluntary action, avoid amendment or seek to avoid the observance or performance modification of the terms Master Lease materially adversely affecting Sublessee's use of or right to possession of the Premises (as defined below) without the prior written consent of Sublessee which will not be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease unreasonably withheld (and in taking all such action except as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in specifically permitted by this Sublease: (i) ). Notwithstanding the foregoing, Sublessor shall obligate Sublandlord have the right, at its sole election, to exercise its option to extend the Term of the Master Lease; or (ii) shall prevent or prohibit Sublandlord (a) from exercising its any discretionary right to terminate the Master Lease pursuant to paragraph 23 thereof or (b) from assigning its interest granted Sublessor in this Sublease or subletting the Premises to any other third partyMaster Lease as of the date hereof.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes Lease in Exhibit A and agrees to Sublessee shall perform all of the obligations of "Lessee" under the Master Lease Sublessor and Tenant in said lease, to the extent said obligations apply terms and conditions are applicable to the Subleased Premises premises subleased pursuant to this sublease. Each party hereto agrees to perform and Subtenant's use comply with the terms, provisions, covenants and conditions of the Common AreasMaster Lease, except as specifically set forth herein. Sublandlord hereby agrees and not to use commercially reasonable efforts do or permit anything to cause Lessor to perform all of the obligations of Lessor be done which would result in a default under the Master Lease, or cause the Lease to the extent said obligations apply be terminated or forfeited. Each party hereto agrees not to the Subleased Premises and Subtenant's use breach or violate any of the Common Areasterms, covenants and conditions contained in the Master Lease. Subtenant shall Sublessor represents and covenants that Sublessor is not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition currently in default of the Master Lease. Except Any insurance carried by Landlord, Sublessor, or Sublessee with respect to the Premises and property therein or occurrences thereon shall, if it can be so written without additional premium, or with an additional premium which the requesting party agrees to pay, include a clause or endorsement denying to the insurer right of subrogation against that party to the extent rights have been waived or consented to in writing by the insured prior to occurrence of injury or loss. Each party, notwithstanding any provisions of this Sublease to the contrary, hereby waives any rights of recovery against the other party for property covered by insurance containing such clause or parties hereto who are affected thereby, neither endorsement to the extent of the parties hereto will, by renegotiation indemnification received thereunder. Notwithstanding any provision of the Master LeaseLease or the Sublease to the contrary, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance Sublessor shall remain primarily liable for all of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of obligations under the Master Lease; or (ii) shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third party.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant Sublessee hereby assumes and agrees to perform all of the obligations of "Lessee" Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and SubtenantSublessee's use of the Common Areascommon areas, except as specifically set forth herein. Sublandlord Sublessor hereby agrees to use commercially reasonable efforts to cause Lessor Lessor, under the Master Lease, to perform all of the obligations of Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and SubtenantSublessee's use of the Common Areascommon areas. Subtenant Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such partyparty but, but will at all times times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord Sublessor (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third partySublease.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant Sublessee hereby assumes and agrees to perform all of the obligations of "Lessee" under the Master Lease to the extent said obligations apply to the Subleased Premises and SubtenantSublessee's use of the Common Areas, except as specifically set forth herein. Sublandlord Sublessor hereby agrees to use commercially reasonable efforts to cause Lessor under the Master Lease to perform all of the obligations of Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and SubtenantSublessee's use of the Common Areas. Subtenant Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission omission, which violates any term term, or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord Sublessor (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the express terms thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third party.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 2.1. This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant Sublessee hereby assumes and agrees to perform all of the obligations of "Lessee" Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's Sublessee’s use of the Common Areascommon areas, except as specifically set forth herein. Sublandlord Sublessor hereby agrees to use commercially reasonable efforts to cause Lessor Lessor, under the Master Lease, to perform all of the obligations of Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and Subtenant's Sublessee’s use of the Common Areascommon areas. Subtenant Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such partyparty but, but will at all times times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 thereof or (b) Sublessor from assigning its interest in this Sublease or subletting the Premises to any other third party.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes and agrees to perform all of the obligations of "LesseeTenant" under the Master Lease to the extent said obligations apply to the Subleased Premises sublicensed premises and Subtenant's use of any Direct Operating Expenses relating to the Common Areas, except as specifically set forth hereinsublicensed premises. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor Landlord under the Master Lease to perform all of the obligations of Lessor under the Master Lease Landlord thereunder to the extent said obligations apply to the Subleased Premises subleased premises and Subtenant's use of the Common common areas and Outside Areas. Subtenant shall not commit or permit to be committed on the Subleased Premises subleased premises or on any other portion of the Project any act or omission which violates any term or condition conditions of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third partySublease.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes and agrees to perform all of the obligations of "Lessee" under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas, except as specifically set forth herein. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor under the Master Lease to perform all of the obligations of Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas. Subtenant shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third party. If Sublandlord exercises its right, if any, to terminate the Master Lease, the Sublandlord shall reimburse Subtenant for the remaining portion of unamortized (on straight line basis) Tenant Improvement costs as outlined on Addendum #1 Paragraph 2. The full unamortized Tenant Improvement costs are to be paid by Sublandlord when Subtenant is required to vacate the Subleased Premises.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 1.1 This Sublease is and at all times shall be subject and subordinate to the Almaden Financial Plaza Office Lease dated as of May 9, 1996 between North Block Partnership as landlord ("Landlord") and Virtual Chips, Inc. (to which Sublessor is the successor by acquisition) as tenant ("Tenant") (the "Master Lease"). A copy of the Master Lease is attached hereto as EXHIBIT A. --------- Sublessor shall comply with all of the terms and conditions provisions of the Master Lease. Subtenant hereby assumes Lease and agrees to shall perform all the obligations on the part of the obligations of "LesseeTenant" under the Master Lease other than the obligations of Tenant contained in the following paragraphs of the Master Lease: paragraphs 1, 3, 4, 5, 7, 8, 12 (with respect to the obligation to restore any condition that exists as of the Sublease commencement date or the date Sublessee occupies the Subleased Premises if Sublessee occupies the Subleased Premises before the Sublease commencement date) 15, 19.1 (with respect to events occurring prior to the Sublease commencement date), 21.1, 29.1 (to the extent said obligations apply attributable to the Subleased Premises Sublessor) and Subtenant's use of the Common Areas, except as specifically set forth herein. Sublandlord hereby agrees 37.2 and 37.3 (with respect to use commercially reasonable efforts to cause Lessor to perform all of the obligations of Lessor Sublessor to indemnify, defend and hold harmless the Landlord for violations of paragraphs 37.2 and 37.3 caused by Sublessor). Such obligations shall continue to be obligations of Sublessor and Sublessor covenants and agrees to perform such obligations and to maintain the Master Lease in full force and effect for the term of this Sublease (except for breaches of the Master Lease caused by any breach of this Sublease by Sublessee). Sublessee and Sublessor each shall indemnify and hold the other harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of such party's failure to comply with or to perform its obligations hereunder or the obligations of the "Tenant" under the Master Lease (to the extent said obligations apply such obligation has been allocated to a party under this Sublease). In the Subleased Premises and Subtenant's use event of the Common Areas. Subtenant shall not commit or permit to be committed on termination of Sublessor's interest as Tenant under the Subleased Premises or on Master Lease for any reason other portion of the Project any act or omission which violates any term or condition than a voluntary termination of the Master Lease. Except to the extent waived Lease by Sublessor without Sublessee's consent or consented to in writing a breach by the other party or parties hereto who are affected thereby, neither Sublessor of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) shall prevent or prohibit Sublandlord (a) from exercising its right to terminate obligations under the Master Lease pursuant to paragraph 23 thereof (except for breaches resulting from Sublessee's breach of this Sublease) or (b) from assigning its interest in this Sublease, then this Sublease or subletting the Premises shall terminate concurrently therewith without any liability of Sublessor to any other third partySublessee.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes and agrees to perform all of the obligations of "LesseeTenant" under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common AreasAreas as depicted in "Exhibit A" attached, except as specifically set forth herein. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor Landlord under the Master Lease to perform all of the obligations of Lessor under the Master Lease Landlord thereunder to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas. Neither Subtenant nor its employees, agents, contractors or invitees ("Subtenant's Agents") shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project Master Premises any act or omission which violates the rights of any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither . Neither of the parties hereto will, by renegotiation of the Master Lease, Lease assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 thereof or (b) from assigning its interest in this Sublease or subletting portions of the Master Premises to any other third partythan the Subleased Premises.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant Sublessee hereby assumes and agrees to perform all of the obligations of "Lessee" Tenant under the Master Lease to the extent said obligations apply to the Subleased Premises and SubtenantSublessee's use of the Common Areascommon areas, except as otherwise specifically set forth herein. Sublandlord Sublessor hereby agrees to use commercially reasonable efforts to cause Lessor Landlord, under the Master Xxxxx, to perform all of the obligations of Lessor under the Master Lease Landlord thereunder to the extent said obligations apply to the Subleased Premises and SubtenantSublessee's use of the Common Areas. Subtenant Sublessee shall not commit or permit to be committed by any person other than persons employed by Sublessor, unless such person acted at the direct request of Sublessee on the Subleased Premises or on any other portion of the Project Project, any act or omission which violates would result in a default by Tenant of any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation renegotiations of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such partyparty but, but will at all times times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third party.against

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes and agrees to perform all of the obligations of "Lessee" under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common AreasAreas as depicted in Exhibit "A" attached, except as specifically set forth herein. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor under the Master Lease to perform all of the obligations of Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas. Neither Subtenant nor its employees, agents, contractors or invitees ("Subtenant's Agents") shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project Master Premises any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from assigning its interest in this Sublease or subletting portions of the Master Premises other than the Subleased Premises. If Sublandlord has a right under the Master Lease to any other third partyterminate the Lease and Sublandlord elects to exercise such right, Sub landlord shall so notify Subtenant by giving at least thirty (30) days' notice, prior to the effective date of such termination.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Except to the extent that this Sublease is subject and subordinate to clearly indicates otherwise, all of the terms and conditions of the Master Lease and all riders and amendments thereto which are initialed by both parties are incorporated into and made a part of this Sublease as if Sublessor were the Landlord thereunder, Sublessee the Lessee thereunder, and the Premises the Master Premises, except for the following terms and conditions: In the body of the Master Lease, Articles: 1, 2 (a) (e) (f), 17, 33, 35 (f) (g) (n), 36, 37, 00, Xxxxxxxx "X", "X", "X", "X". Subtenant Sublessee hereby assumes and agrees to perform all of the Lessee's obligations of "Lessee" under the Master Lease during the Term to the extent said that such obligations apply are applicable to the Subleased Premises as defined in article 3 hereof. Without limiting the foregoing, Sublessee shall name Sublessor and Subtenant's use Landlord as additional insureds under the insurance policies required to be carried by Sublessee pursuant to the incorporation of the Common Areas, except as specifically set forth herein. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor to perform all of the obligations of Lessor under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas. Subtenant shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition insurance paragraphs of the Master Lease. Except to the extent waived Sublessee shall not commit or consented to in writing by the other party suffer any act or parties hereto who are affected thereby, neither omission that will violate any of the parties hereto will, by renegotiation provisions of the Master Lease, assignment, subletting, default . Notwithstanding the foregoing or any other voluntary action, avoid or seek anything to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times contrary in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease, Sublessee acknowledges and agrees that Sublessor shall not be obligated to perform any of the obligations or to supply or render any of the services in the Master Lease required to be performed, supplied or rendered by Landlord. Sublessee shall look solely to the Landlord for the performance for any of the foregoing obligations and services so long as Sublessor is not in default under the Master Lease and has not commenced to cure such default, in which event Sublessee shall look solely to the Sublessor for the performance thereof to the extent Sublessor is responsible under the Master Lease ; provided, however, unless requested by Landlord, all requests by Sublessee for the performance of any of the foregoing matters shall be submitted to Landlord by Sublessor. Sublessor shall exercise due diligence in attempting to cause Landlord to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or (ii) obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessee under this Sublease and/or the Master Lease, Sublessee shall prevent or prohibit Sublandlord (a) from exercising its be liable to the Sublessor for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease pursuant to paragraph 23 thereof in the event of the partial or (b) from assigning its interest in this Sublease total damage, destruction, or subletting condemnation of the Master Premises to any other third partyor the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant Sublessee hereby assumes and agrees to perform all of the obligations of "Lessee" Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and SubtenantSublessee's use of the Common Areascommon areas, except as specifically set forth herein. Sublandlord Sublessor hereby agrees to use commercially reasonable efforts to cause Lessor Lessor, under the Master Lease, to perform all of the obligations of Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and SubtenantSublessee's use of the Common Areascommon areas. Subtenant Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission omission, which violates any term term, or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto (which waiver or consent may be withheld in the sole discretion of each party) who are affected thereby, neither of the parties hereto will, by renegotiation or surrender of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such partyparty but, but will at all times times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord (a) Sublessor from exercising its right to terminate the Master Lease pursuant to paragraph 23 thereof or (b) from assigning Paragraph 16 of the First Addendum to Lease thereto, provided Sublessee has not exercised its interest renewal option as set forth in this Sublease or subletting the Premises to any other third partySection 5, below.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes and agrees to perform all of the obligations of "LesseeTenant" under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common AreasAreas as depicted in "Exhibit A" attached, except as specifically set forth herein. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor Landlord under the Master Lease to perform all of the obligations of Lessor under the Master Lease Landlord thereunder to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas. Neither Subtenant nor its employees, agents. contractors or invitees ("Subtenant's Agents") shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project Master Premises any act or omission which violates the rights of any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither . Neither of the parties hereto will, by renegotiation of the Master Lease, Lease assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 thereof or (b) from assigning its interest in this Sublease or subletting portions of the Master Premises to any other third partythan the Subleased Premises.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby Lease and from and after the Effective Date Sublessee assumes and agrees to perform all of the obligations of "Lessee" under Tenant (as defined in the Master Lease Lease) in the Lease, to the extent said obligations apply terms and conditions are applicable to the Subleased Sublease Premises (as hereinafter defined) subleased pursuant to this Sublease, except for the payment of rent under the Lease and Subtenant's use except as otherwise expressly provided in this Sublease. All of the Common Areas, terms and conditions of the Lease in Exhibit A are incorporated herein as terms and conditions of this Sublease (except as specifically set forth otherwise provided herein. Sublandlord hereby agrees , with each reference therein as modified in this Sublease Agreement to use commercially reasonable efforts "Landlord" and "Tenant" to cause Lessor be deemed to perform refer to Sublessor and Sublessee, respectively) and along with all of the obligations following paragraphs set out in this Sublease, shall be the complete terms and conditions of Lessor this Sublease. Upon the termination of Sublessor's interest as Tenant under the Master Lease for any reason, this Sublease shall terminate simultaneously therewith (provided, however, such termination shall not affect the parties' respective obligations and liabilities to each other under the extent said obligations apply to the Subleased Premises following two sentences of this Section 2 and Subtenant's use under Section 9 of the Common Areasthis Sublease). Subtenant Sublessee shall not commit or permit to be committed by any persons under Sublessee's control on the Subleased Sublease Premises or on any other portion of the Project any act or omission which violates shall violate any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance Sublessor hereby covenants and agrees that it shall at all times satisfy and comply with all of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights provisions of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in Lease and shall remain obligated as Tenant to all terms thereof, notwithstanding this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third party.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant Sublessee hereby assumes and agrees to perform all of the obligations of "“Tenant” (and/or “Lessee" ”) under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's Sublessee’s use of the Common Areas, except as specifically set forth herein. Sublandlord Sublessor hereby agrees to use commercially reasonable efforts to cause Lessor under the Master Lease to perform all of the obligations of Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and Subtenant's Sublessee’s use of the Common Areas. Subtenant Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord Sublessor (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third partyparty or (c) exercising any of its other continuous rights under the Master Lease.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes and agrees to perform all of the obligations of "LesseeTenant" under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common AreasAreas as depicted in "Exhibit A" attached, except as specifically set forth herein. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor Landlord under the Master Lease to perform all of the obligations of Lessor under the Master Lease Landlord thereunder to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas. Neither Subtenant nor its employees, agents, contractors or invitees ("Subtenant's Agents") shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project Master Premises any act or omission which violates the rights of any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, Lease assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from assigning its interest in this Sublease or subletting portions of the Master Premises to any other third partythan the Subleased Premises.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes and agrees to perform all of the obligations of "Lessee" Tenant under the Master Lease except as specifically set forth herein. Sunstorm hereby agrees to cause Landlord under the Master Lease to perform all of the obligations of Landlord thereunder to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas, except as specifically set forth herein. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor to perform all of the obligations of Lessor under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common AreasPremises. Subtenant shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord Sunstorm (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third party.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease and Lease. Subtenant hereby assumes and agrees to perform all of the obligations of "Lessee" Sublandlord under the Lease and Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's ’s use of the Common Areascommon areas, except as specifically set forth herein. Sublandlord hereby agrees does not assume or agree to perform the obligations of Landlord under the Lease or Master Landlord under the Master Lease. With respect to the performance by Landlord of its obligations under the Lease and Master Landlord of its obligations under the Master Lease, Sublandlord's sole obligation with respect thereto will be to request Landlord to request the same from Master Landlord, on request in writing by Subtenant, and to use commercially reasonable efforts to cause Lessor Landlord to perform all request the same from Master Landlord; provided, however, such efforts shall be at the cost of the obligations of Lessor under the Subtenant and Sublandlord will have no obligation to institute legal action against Landlord or Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common AreasLandlord. Subtenant shall not commit or permit to be committed on {2779-0002/;2} the Subleased Premises or on any other portion of the Project property and/or building of which the Subleased Premises are a part any act or omission which violates any term or condition of the Lease or Master Lease. In addition to, and not in limitation of, Subtenant’s indemnification obligations pursuant to the Lease and Master Lease (as such obligations are incorporated into this Sublease), Subtenant shall indemnify, defend and hold Sublandlord harmless from and against all liability, damages, claims, costs and expenses, including reasonable attorneys' fees incurred in connection therewith, arising out of (i) Subtenant's default under this Sublease, (ii) the use or occupancy of the Subleased Premises by Subtenant and any of its employees, agents, contractors or invitees; and (iii) the negligence or willful misconduct of Subtenant or its employees, contractors, agents or invitees. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such partyparty but, but will at all times times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third partySublease.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes and agrees to perform all of the obligations of "Lessee" under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas, except as specifically set forth herein. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor under the Master Lease to perform all of the obligations of Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas. Subtenant shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate If Sublandlord to exercise its option to extend is given the Term of right under the Master Lease; or (ii) shall prevent or prohibit Sublandlord (a) from exercising its right Lease to terminate the Master Lease pursuant (e.g., in case of destruction). Subtenant shall have the right, in its sole discretion, to paragraph 23 thereof or (b) from assigning determine whether it wishes to have the Master Lease terminated. If Subtenant elects to have the Master Lease terminated, Subtenant shall terminate this Sublease, and Sublandlord shall in turn terminate the Master Lease. As long as Subtenant is not in default of any provision of this Sublease, Sublandlord shall be obligated to perform all its interest in this Sublease or subletting obligations under the Master Lease, and Subtenant shall have quiet enjoyment of the Premises to any other third partyduring the term of this Sublease.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 (a) This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes Lease in Exhibit A, except as specifically exempted herein and agrees to Sublessee shall assume and perform all of the obligations of "Lessee" under the Sublessor and Tenant in said Master Lease Lease, to the extent said obligations apply terms and conditions are applicable to the Subleased Premises and Subtenant's use of the Common Areas, except as specifically set forth hereinpremises subleased pursuant to this Sublease. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor to perform all of the obligations of Lessor under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common AreasTHIS SUBLEASE IS ALSO SUBJECT TO ALL OF THE TERMS AND CONDITIONS OF THE CONSENT TO THIS SUBLEASE TO BE OBTAINED FROM THE LESSOR UNDER THE MASTER LEASE ("LESSOR"). Subtenant Sublessee shall not commit or nor permit to be committed on the Subleased Premises or on any other portion of the Project subleased premises any act or omission which violates shall violate any term or condition of the Master Lease. Except to In the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither event of the parties hereto will, by renegotiation termination of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action Sublessor's interest as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) shall prevent or prohibit Sublandlord (a) from exercising its right to terminate Tenant under the Master Lease pursuant to paragraph 23 thereof or (b) from assigning its interest in for any reason, then this Sublease or subletting the Premises shall terminate coincidentally therewith without any liability of Sublessor to any other third partySublessee. SUBLESSEE SHALL BE ENTITLED TO THE BENEFIT OF ALL OF THE OBLIGATIONS OF LESSOR PURSUANT TO THE MASTER LEASE WITH RESPECT TO THE BUILDING AND THE DEMISED PREMISES, INCLUDING BUT NOT LIMITED TO THE OBLIGATIONS TO REPAIR AND RESTORE AND PROVIDE OR RENDER WORK OR SERVICES, AND SUBLESSEE AGREES THAT SUCH OBLIGATIONS SHALL BE THE RESPONSIBILITY OF LESSOR AND NOT THOSE OF SUBLESSOR. IN THE EVENT LESSOR SHALL FAIL OR REFUSE TO COMPLY WITH ANY OF THE TERMS OF THE MASTER LEASE, SUBLESSEE SHALL HAVE THE RIGHT, IN ITS OWN NAME AND AT ITS OWN COST, TO REQUIRE AND OBTAIN PERFORMANCE BY LESSOR PURSUANT TO THE TERMS OF THE MASTER LEASE. SUBLESSEE SHALL LOOK SOLELY TO LESSOR FOR THE PERFORMANCE OF ALL SERVICES REQUIRED TO BE PERFORMED BY LESSOR UNDER THE MASTER LEASE, AND SHALL NOT UNDER ANY CIRCUMSTANCES SEEK NOR REQUIRE SUBLESSOR TO PERFORM ANY OF SUCH SERVICES, NOR SHALL SUBLESSEE MAKE ANY CLAIM UPON SUBLESSOR FOR ANY DAMAGES WHICH ARISE BY REASON OF THE NEGLIGENCE, WHETHER BY OMISSION OR COMMISSION OF LESSOR.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 5.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes and agrees to perform all of the obligations of "Lessee" under the Master Lease to the extent said such obligations apply to the Subleased Premises and Subtenant's use of the Common Areas, except as specifically set forth herein. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor Master Landlord under the Master Lease to perform all of the obligations of Lessor under the Master Lease Landlord thereunder to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas. Subtenant shall not commit or permit to be committed on the Subleased Premises Premises, the Common Areas, or on any other portion of the Project property any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained Subject to the foregoing and except as otherwise provided herein, nothing in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from assigning its interest interests in this Sublease to any affiliate of Sublandlord, or from subletting any other portion of the Premises to any other third party.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant Sublessee hereby assumes and agrees to perform all of the obligations of "Lessee" Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's Sublessee’s use of the Common Areascommon areas, except as specifically set forth herein. Sublandlord Sublessor hereby agrees to use commercially reasonable efforts to cause Lessor Lessor, under the Master Lease, to perform all of the obligations of Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and Subtenant's Sublessee’s use of the Common Areascommon areas. Subtenant Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation renegotiations of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such partyparty but, but will at all times times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord Sublessor, (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 thereof or (b) from assigning its interest in this Sublease or subletting the Premises to (b) exercising any other third partyrights it has or may in the future have under the Master Lease. Sublessor covenants as follows: (i) not to voluntarily terminate the Master Lease (except at the end of the term of the Master Lease or pursuant to an express termination right under the Master Lease); and (ii) not to modify the Master Lease so as to materially adversely affect Sublessee’s rights hereunder, without the prior written consent of Sublessee. Notwithstanding anything to the contrary in this Sublease, if at any time during the term of this Sublease, Master Landlord shall default in any of its obligations to furnish facilities, services or utilities, or to make repairs to the Premises, then Sublessor shall, upon written notice from Sublessee specifying such default, use commercially reasonable efforts to cause Lessor to cure such default as provided in the Lease.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant Sublessee hereby assumes and agrees to perform all of the obligations of "Lessee" Lessee under the Master Lease Lease, as incorporated herein, to the extent said obligations apply to the Subleased Premises and Subtenant's Sublessee’s use of the Common Areascommon areas, except as specifically set forth herein. Sublandlord Sublessor hereby agrees to use commercially reasonable efforts exercise due diligence to cause Lessor Lessor, under the Master Lease, to perform all of the obligations of Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and Subtenant's Sublessee’s use of the Common Areascommon areas. Subtenant Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such partyparty but, but will at all times times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord Sublessor (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third party; provided, however, that Sublessor agrees that it shall not terminate the Master Lease, except pursuant to the terms thereof, or amend or modify the Master Lease in any manner that adversely affects Sublessee or Sublessee’s rights and obligations under this Sublease, without Sublessee’s prior approval which approval may be withheld in Sublessee’s sole discretion. Regardless, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Although all information furnished regarding property for sale, rental, or financing is from sources deemed reliable, such information has not been verified, and no express representation is made nor is any to be implied as to the accuracy thereof, and it is submitted subject to errors, omissions, change of price, rental or other conditions, prior sale, lease or financing, or withdrawal without notice and to any special conditions imposed by our principal.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes and agrees to perform all of the obligations of "Lessee" under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas, except as specifically set forth herein. Sublandlord hereby agrees to use commercially reasonable efforts comply with all the terms and conditions of the Master Lease and to cause Lessor under the Master Lease to perform all of the obligations of Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas. Subtenant shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord upon at least 30 calendar days prior written notice to Subtenant (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third party.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant During the Term of this Sublease, Sublessee hereby assumes and agrees to perform all of the obligations of "Lessee" Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's Sublessee’s use of the Common Areascommon areas, except as specifically set forth herein. Sublandlord Sublessor hereby agrees to use commercially reasonable efforts to cause Lessor Master Lessor, under the Master Lease, to perform all of the obligations of Master Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and Subtenant's Sublessee’s use of the Common Areascommon areas. Subtenant Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such partyparty but, but will at all times times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third party.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant Sublessee hereby assumes and agrees to perform all of the obligations of "Lessee" Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and SubtenantSublessee's use of the Common Areascommon areas, except as specifically set forth herein. Sublandlord Sublessor hereby agrees to use commercially reasonable efforts to cause Lessor Lessor, under the Master Lease, to perform all of the obligations of Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and SubtenantSublessee's use of the Common Areascommon areas. Subtenant Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation renegotiations of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such partyparty but, but will at all times times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord Sublessor (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from form assigning its interest in this Sublease or subletting the Premises to any other third party.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This In addition to all of the terms stated herein, this Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes and agrees to perform all of the obligations of "LesseeTenant" under the Master Lease to the extent such obligations apply to the Subleased Premises and Subtenant's use of the common areas, except as specifically set forth herein. Sublandlord hereby agrees to use its reasonable best efforts to cause Master Landlord under the Master Lease to perform all of the obligations of Master Landlord thereunder to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas, except as specifically set forth herein. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor to perform all of the obligations of Lessor under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areascommon areas. Subtenant shall not commit or permit to be committed on the Subleased Premises Premises, the common areas, or on any other portion of the Project property any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are is affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained Subject to the foregoing and except as otherwise provided herein, nothing in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from assigning its interest interests in this Sublease to any affiliate of Sublandlord, or from subletting any other portion of the Premises to any other third party.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant Sublessee hereby assumes and agrees to perform all of the obligations of "Lessee" Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's Sublessee’s use of the Common Areascommon areas, except as specifically set forth herein. Sublandlord Sublessor hereby agrees to use commercially reasonable efforts to cause Lessor Lessor, under the Master Lease, to perform all of the obligations of Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and Subtenant's Sublessee’s use of the Common Areascommon areas. Subtenant Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission omission, which violates any term term, or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such partyparty but, but will at all times times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord Sublessor (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third party. In the event Sublessor is in default of Master Lease and fails to cure any default of Master Lease, Lessor may elect to terminate this sublease.

PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease Sublessee is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant , Sublessee hereby assumes and agrees to perform all of the obligations of "Lessee" Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and SubtenantSublessee's use of the Common Areascommon areas, except as specifically set forth herein. Sublandlord Sublessor hereby agrees to use commercially reasonable efforts to cause Lessor Lessor, under the Master Lease, to perform all of the obligations of Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and SubtenantSublessee's use of the Common Areas. Subtenant common areas, Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation renegotiations of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such partyparty but, but will at all times times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord Sublessor (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third party.