Common use of Subleased Premises Clause in Contracts

Subleased Premises. With respect to any "Premises" described and defined as a "Subleased Premises" on the Addendum hereto, which Landlord does not own, but leases or subleases from a Lessor (as defined in each Addendum hereto) under the terms of an existing lease or sublease (each, a "MAIN LEASE"), this Lease shall be a sublease of such Premises. Each such Premises constitutes all or a portion of the Demised Premises (as defined in each Addendum attached hereto) leased by Landlord, as lessee or sublessee, under the terms of the applicable Main Lease. Tenant hereby assumes and agrees to pay and perform all of the obligations of Landlord, as lessee or sub-lessee, under the Main Leases; PROVIDED, HOWEVER, Tenant shall not be bound by those provisions of a Main Lease which may be specifically excepted in the "Special Provisions" section of the Addendum related to such Main Lease, if applicable. Tenant has received and reviewed, or shall receive and review, as appropriate, a copy of each Main Lease prior to the execution of the applicable Addendum hereto relating to such Main Lease. Tenant shall not commit or permit to be committed on any of the Premises which are subject to a Main Lease any act or omission which would violate any term or condition of the Main Lease covering such Premises. All of the terms and conditions contained in the Main Leases with respect to the Premises covered thereby are incorporated herein as terms and conditions of this Lease (with each reference therein to lessor and lessee, however denominated, to be deemed to refer to Landlord and Tenant). In the event of any conflict or dispute with regard to the rights or obligations of Landlord and Tenant under or arising out of this Lease and under the terms of any Main Lease, the terms and provisions of this Lease shall control. Notwithstanding anything to the contrary contained herein, in the event of any termination or any expiration of a Main Lease, howsoever brought about, (i) the Base Rent (hereinafter defined) shall be reduced by the Base Rent Component (hereinafter defined) attributable to the Premises covered thereby, (ii) this Lease shall terminate with respect to the Premises covered thereby, and (iii) neither Landlord nor Tenant shall have any further rights or obligations under this Lease with respect thereto (except with respect to any rights or obligations accrued as of the date of such expiration or termination, and except for any claim for damages where the expiration or termination of the Main Lease was caused by the failure of Landlord or Tenant to pay or perform their respective obligations in regards to such Main Lease, or this Lease, all of which accrued rights and obligations and damage claims shall survive termination of this Lease with respect to such Premises).

Subleased Premises. With respect Sublandlord does hereby sublease to any "Premises" described Subtenant, and defined as a "Subleased Premises" on the Addendum hereto, which Landlord Subtenant does not own, but leases or subleases hereby sublease and rent from a Lessor (as defined in each Addendum hereto) under the terms of an existing lease or sublease (each, a "MAIN LEASE"), this Lease shall be a sublease of such Premises. Each such Premises constitutes all or a portion of the Demised Premises (as defined in each Addendum attached hereto) leased by Landlord, as lessee or sublessee, under the terms of the applicable Main Lease. Tenant hereby assumes and agrees to pay and perform all of the obligations of Landlord, as lessee or sub-lessee, under the Main Leases; PROVIDED, HOWEVER, Tenant shall not be bound by those provisions of a Main Lease which may be specifically excepted in the "Special Provisions" section of the Addendum related to such Main Lease, if applicable. Tenant has received and reviewed, or shall receive and review, as appropriate, a copy of each Main Lease prior to the execution of the applicable Addendum hereto relating to such Main Lease. Tenant shall not commit or permit to be committed on any of the Premises which are subject to a Main Lease any act or omission which would violate any term or condition of the Main Lease covering such Premises. All of the terms and conditions contained in the Main Leases with respect to the Premises covered thereby are incorporated herein as terms and conditions of this Lease (with each reference therein to lessor and lessee, however denominated, to be deemed to refer to Landlord and Tenant). In the event of any conflict or dispute with regard to the rights or obligations of Landlord and Tenant under or arising out of this Lease and under the terms of any Main Lease, the terms and provisions of this Lease shall control. Notwithstanding anything to the contrary contained herein, in the event of any termination or any expiration of a Main Lease, howsoever brought aboutSublandlord, (i) the Base Rent Space and (hereinafter definedii) all permanent improvements within the Space constructed by Landlord or by or on behalf of Sublandlord (collectively, the “Subleased Premises”). Subtenant shall have the right to use in common with Original Sublandlord and others entitled thereto the common areas of the Project pursuant to the Lease. In addition, subject to the terms, covenants and conditions of this Sublease, Subtenant shall have the exclusive right to use during the Sublease Term (defined below), free of charge, the furniture, fixtures and equipment more particularly described on Schedule A annexed hereto and made a part hereof (the “Personal Property”) located in the Space. Subtenant shall have no obligation whatsoever to repair, replace or maintain the Personal Property, unless any damage thereto is caused by the negligence or willful misconduct of Subtenant. Provided that there is no change in the size of the Subleased Premises between the date of this Sublease and the Commencement Date (defined below) (e.g., there has been no change in the size of the Subleased Premises by reason of any damage or destruction to or condemnation of the Subleased Premises), the parties hereby (i) stipulate that the Space shall be reduced deemed to contain approximately 19,997 rentable square feet upon delivery of the Space by Sublandlord to Subtenant (the Base Rent Component (hereinafter defined) attributable to the Premises covered thereby“Space Measurement”), (ii) this Lease agree that neither party shall terminate with respect have any right to dispute the Premises covered thereby, Space Measurement and (iii) neither Landlord nor Tenant shall waive any claim in connection with the Space Measurement, regardless of whether the Space is found to have any further rights contained more or obligations under this Lease with respect thereto (except with respect to any rights or obligations accrued as less than 19,997 rentable square feet upon delivery of the date Space to Subtenant. Sublandlord represents and warrants for the benefit of such expiration or termination, and except for any claim for damages where Subtenant that the expiration or termination rentable square footage of the Main Space was not remeasured pursuant to Section 4 of the Second Amendment and that Sublandlord pays Base Rental for the Space under the Lease was caused by and Tenant’s Forecast Additional Rental and Tenant’s Additional Rental for the failure Space under the Lease on the basis of Landlord or Tenant to pay or perform their respective obligations in regards to such Main Lease, or this Lease, all the Space consisting of which accrued rights and obligations and damage claims shall survive termination of this Lease with respect to such Premises)19,997 rentable square feet.

Subleased Premises. With respect 2.1 The Subleased Premises shall consist of 59,188 rentable square feet, comprising the entire 20th, 21st and 22nd floors of the Building as shown on Exhibit B hereto. 2.2 Sublandlord hereby designates Xxxxx Xxxxxx, whose telephone number is (000) 000-0000, e-mail address is xxxxx.xxxxxx@xxx.xxx, and street address is 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, to act as its representative (“Sublandlord Move-In Representative”) and such person as Subtenant designates from time to time, to act as its representative (“Subtenant Move-In Representative”) for purposes of authorizing and executing any "Premises" described and defined all documents or other writings (following the Sublease execution) pertaining to construction of the improvements in the Subleased Premises such as a "approval of plans and specifications for Subtenant’s improvements and submission of requests for payment of the allowance in connection with the preparation of the Subleased Premises" Premises for occupancy by Subtenant. Subtenant and Sublandlord shall have the right to rely on any approvals and authorizations and documents executed by the Addendum heretoSublandlord Move In Representative and the Subtenant Move-In Representative, which Landlord does not ownrespectively, but leases and, any provisions in this Sublease to the contrary notwithstanding, all notices from Subtenant to Sublandlord, or subleases from a Lessor (as defined vice versa, regarding any move-in each Addendum hereto) under the terms of an existing lease or sublease (each, a "MAIN LEASE"), this Lease related construction matters shall be a sublease of such Premises. Each such Premises constitutes all deemed to have been satisfied if delivered to the Sublandlord Move-In Representative or a portion of the Demised Premises (as defined in each Addendum attached hereto) leased by Landlord, as lessee or sublessee, under the terms of the applicable Main Lease. Tenant hereby assumes and agrees to pay and perform all of the obligations of Landlord, as lessee or subSubtenant Move-lessee, under the Main Leases; PROVIDED, HOWEVER, Tenant shall not be bound by those provisions of a Main Lease which may be specifically excepted in the "Special Provisions" section of the Addendum related to such Main Lease, if applicable. Tenant has received and reviewed, or shall receive and reviewIn Representative, as appropriate, a copy of each Main Lease prior to the execution of the applicable Addendum hereto relating to such Main Leaseas provided above. Tenant shall not commit or permit to be committed on any of the Premises which are subject to a Main Lease any act or omission which would violate any term or condition of the Main Lease covering such Premises. All of the terms and conditions contained in the Main Leases with respect to the Premises covered thereby are incorporated herein as terms and conditions of this Lease (with each reference therein to lessor and lessee, however denominated, to be deemed to refer to Landlord and Tenant). In the event of any conflict or dispute with regard to the rights or obligations of Landlord and Tenant under or arising out of this Lease and under the terms of any Main Lease, the terms and provisions of this Lease shall control. Notwithstanding anything to the contrary contained herein, in the event of any termination or any expiration of a Main Lease, howsoever brought about, (i) the Base Rent (hereinafter defined) shall be reduced by the Base Rent Component (hereinafter defined) attributable to the Premises covered thereby, (ii) this Lease shall terminate with respect to the Premises covered thereby, and (iii) neither Landlord nor Tenant Sublandlord shall have the right to change the Sublandlord Move-In Representative at any further rights or obligations under this Lease with respect thereto (except with respect time upon notice to Subtenant and Subtenant shall have the right to change the Subtenant Move-In Representative at any rights or obligations accrued as of the date of such expiration or termination, and except for any claim for damages where the expiration or termination of the Main Lease was caused by the failure of Landlord or Tenant time upon notice to pay or perform their respective obligations in regards to such Main Lease, or this Lease, all of which accrued rights and obligations and damage claims shall survive termination of this Lease with respect to such Premises)Sublandlord.

Subleased Premises. With respect Landlord now subleases to any "Premises" described Tenant two or more of the following rooms numbered 5111, 5110, 5090, 5040, 5041, 5042, 5010, 5280, 5030 and defined as a 5070 (those which are subleased becoming the "Subleased Premises" on ") Tenant will be allowed to inspect the Addendum heretoSubleased Premises at least forty-five (45) days prior to occupying the Subleased Premises. On or before October 15, 2001, Tenant shall advise Landlord in writing as to which of these rooms it desires to lease. The parties shall complete Exhibit A at that time. Until January 1, 2002, Tenant has the exclusive option to rent more of these rooms by providing written notice of same to Landlord. If that occurs, the parties shall execute a revised Exhibit A. If Tenant does not lease all of the rooms specified above by January 1, 2002, then Landlord may offer those unleased rooms ("Unleased Rooms") to other prospective tenants, so long as Tenant is given a right of first refusal in the manner described below. As to the Unleased Rooms, if after January 1, 2002, and during the term of this Sublease, Landlord should receive a bona fide offer to lease one of the Unleased Rooms that is acceptable to it, Landlord shall deliver to Tenant a written notice that such an offer has been received. The notice shall include a copy of the offer. Tenant shall have the right and option for a period of ten (10) business days after receipt of such notice to elect to rent those Unleased Rooms upon the same terms and conditions as stated in the bona fide offer which was attached to the notice. Exercise of this option shall be by written notice from Tenant to Landlord. If Tenant does not elect to exercise this option, then Landlord may proceed to rent those Unleased Rooms in accordance with the provisions of the bona fide offer and this first right of refusal shall terminate as to those Unleased Rooms. However, if Landlord does not ownproceed to rent those Unleased Rooms under such bona fide offer, but leases or subleases from a Lessor (then this first right of refusal will continue as defined in each Addendum hereto) under the terms of an existing lease or sublease (each, a "MAIN LEASE"), this Lease shall be a sublease of such Premises. Each such Premises constitutes all or a portion of the Demised Premises (as defined in each Addendum attached hereto) leased by Landlord, as lessee or sublessee, under the terms of the applicable Main Lease. Tenant hereby assumes and agrees to pay and perform all of the obligations of Landlord, as lessee or sub-lessee, under the Main Leases; PROVIDED, HOWEVER, Tenant shall not be bound by those provisions of a Main Lease which may be specifically excepted in the "Special Provisions" section of the Addendum related to such Main Lease, if applicable. Tenant has received and reviewed, or shall receive and review, as appropriate, a copy of each Main Lease prior to the execution of the applicable Addendum hereto relating to such Main Lease. Tenant shall not commit or permit to be committed on any of the Premises which are subject to a Main Lease any act or omission which would violate any term or condition of the Main Lease covering such Premises. All of the terms and conditions contained in the Main Leases with respect to the Premises covered thereby are incorporated herein as terms and conditions of this Lease (with each reference therein to lessor and lessee, however denominated, to be deemed to refer to Landlord and Tenant). In the event of any conflict or dispute with regard to the rights or obligations of Landlord and Tenant under or arising out of this Lease and under the terms of any Main Lease, the terms and provisions of this Lease shall control. Notwithstanding anything to the contrary contained herein, in the event of any termination or any expiration of a Main Lease, howsoever brought about, (i) the Base Rent (hereinafter defined) shall be reduced by the Base Rent Component (hereinafter defined) attributable to the Premises covered thereby, (ii) this Lease shall terminate with respect to the Premises covered thereby, and (iii) neither Landlord nor Tenant shall have any further rights or obligations under this Lease with respect thereto (except with respect to any rights or obligations accrued as of the date of such expiration or termination, and except for any claim for damages where the expiration or termination of the Main Lease was caused by the failure of Landlord or Tenant to pay or perform their respective obligations in regards to such Main Lease, or this Lease, all of which accrued rights and obligations and damage claims shall survive termination of this Lease with respect to such Premises)subsequent bona fide offers.

Subleased Premises. With respect to any "Premises" described and defined as a "Subleased Premises" on the Addendum hereto, which Landlord does not own, but leases or subleases from a Lessor (as defined in each Addendum hereto) under the terms of an existing lease or sublease (each, a "MAIN LEASE"), this Lease shall be a sublease of such Premises. Each such Premises constitutes all or a portion of the Demised Premises (as defined in each Addendum attached hereto) leased by Landlord, as lessee or sublessee, under the terms of the applicable Main Lease. Tenant hereby assumes and agrees to pay and perform all of the obligations of Landlord, as lessee or sub-lessee, under the Main Leases; PROVIDED, HOWEVER, Tenant shall not be bound by those provisions of a Main Lease which may be specifically excepted in the "Special Provisions" section of the Addendum related to such Main Lease, if applicable. Tenant has received and reviewed, or shall receive and review, as appropriate, a copy of each Main Lease prior A. Subject to the execution of the applicable Addendum hereto relating to such Main Lease. Tenant shall not commit or permit to be committed on any of the Premises which are subject to a Main Lease any act or omission which would violate any term or condition of the Main Lease covering such Premises. All of the terms and conditions contained in the Main Leases with respect to the Premises covered thereby are incorporated herein as terms and conditions of this Lease Sublease, Sublandlord hereby subleases to Subtenant, and Subtenant hereby subleases from Sublandlord, a portion of the Master Premises consisting of approximately 36,314 rentable square feet as more particularly shown on Exhibit B attached hereto (with each reference therein to lessor and lessee, however denominated, the --------- "Subleased Premises"). The square footage of the Subleased Premises set forth herein is conclusively deemed to be deemed to refer to Landlord and Tenant). In the event of any conflict or dispute with regard to the rights or obligations of Landlord and Tenant under or arising out of this Lease and under the terms of any Main Lease, the terms and provisions of this Lease shall control. Notwithstanding anything to the contrary contained herein, in the event of any termination or any expiration of a Main Lease, howsoever brought about, (i) the Base Rent (hereinafter defined) shall be reduced by the Base Rent Component (hereinafter defined) attributable to the Premises covered thereby, (ii) this Lease shall terminate with respect to the Premises covered thereby, and (iii) neither Landlord nor Tenant shall have any further rights or obligations under this Lease with respect thereto (except with respect to any rights or obligations accrued actual square footage thereof as of the date of such expiration or terminationhereof. B. Subtenant shall have non-exclusive access, with Sublandlord and except for any claim for damages where the expiration or termination other subtenants of the Main Lease was caused by Master Premises, to the failure of Landlord or Tenant common areas (including, without limitation, the main lobby and common area hallways) as shown on Exhibit B --------- attached hereto subject, however, to pay or perform their respective obligations in regards Sublandlord's reasonable rules and regulations that Sublandlord may establish from time to such Main Lease, or this Lease, all of which accrued rights and obligations and damage claims shall survive termination of this Lease time with respect to such access; provided, however, that any rules or regulations established by Sublandlord shall not materially diminish Subtenant's rights hereunder nor impose additional material obligations on Subtenant. C. Subtenant shall be entitled to use, in common with Sublandlord and all subtenants in the Master Premises), the main lobby area subject, however, to Sublandlord's reasonable rules and regulations that Sublandlord may establish from time to time with respect to such use; Notwithstanding the foregoing, any rules or regulations established by Sublandlord shall not materially diminish Subtenant's rights hereunder nor impose additional material obligations on Subtenant. D. Subtenant shall be entitled to non-exclusive access, with Sublandlord and other subtenants of the Master Premises, to the shipping/receiving dock in the Master Premises for the limited purpose of shipping and receiving items in the ordinary course of Subtenant's business subject, however, to Sublandlord's reasonable rules and regulations that Sublandlord may establish from time to time with respect to such access; Notwithstanding the foregoing, any rules or regulations established by Sublandlord shall not materially diminish Subtenant's rights hereunder nor impose additional material obligations on Subtenant.

Subleased Premises. With respect Sublandlord does hereby sublease to any "Premises" described Subtenant, and defined as a "Subtenant does hereby sublease from Sublandlord, for the term and upon the conditions hereinafter provided, the Subleased Premises" on , consisting of the Addendum heretoapproximate Rentable Area provided in the preamble to this Sublease, the number of which Landlord does not ownthe parties agree shall be deemed the actual square footage, subject to Subtenant’s right, but leases or subleases from a Lessor not obligation, to have the Subleased Premises re-measured at its sole cost and expense, provided that Subtenant shall not re-measure the Subleased Premises after the thirtieth (as defined in each Addendum hereto30th) under day following the terms of an existing lease or sublease (each, a "MAIN LEASE"), this Lease shall be a sublease of such Sublease Commencement Date applicable to the Phase II Subleased Premises. Each such If Subtenant should elect to re-measure the Subleased Premises constitutes all or a portion of the Demised Premises (as defined in each Addendum attached hereto) leased by Landlord, as lessee or sublessee, under the terms of the applicable Main Lease. Tenant hereby assumes and agrees to pay and perform all of the obligations of Landlord, as lessee or sub-lessee, under the Main Leases; PROVIDED, HOWEVER, Tenant shall not be bound by those provisions of a Main Lease which may be specifically excepted in the "Special Provisions" section of the Addendum related to such Main Lease, if applicable. Tenant has received and reviewed, or shall receive and review, as appropriate, a copy of each Main Lease prior to the execution of thirtieth (30th) day following the Sublease Commencement Date applicable Addendum hereto relating to such Main Lease. Tenant the Phase II Subleased Premises, and should Subtenant’s qualified professionals determine in writing that the Subleased Premises measure more or less than the approximation, an appropriate increase or decrease shall not commit or permit be made to be committed on any of the Premises those charges which are subject based upon square footage measurements (including but not limited to a Main Lease any act or omission which would violate any term or condition of the Main Lease covering such Premises. All of the terms and conditions contained in the Main Leases with respect to the Premises covered thereby are incorporated herein as terms and conditions of this Lease (with each reference therein to lessor and lessee, however denominated, to be deemed to refer to Landlord and Tenant). In the event of any conflict or dispute with regard to the rights or obligations of Landlord and Tenant under or arising out of this Lease and under the terms of any Main LeaseSublease Base Rent, the terms Sublease Base Rent Credit, and provisions the Security Deposit Amount), the revised square footage shall be confirmed in an amendment to this Sublease signed by both parties, and the determination of this Lease Rentable Area shall controlbe conclusive. Notwithstanding anything to “Rentable Area” means the contrary contained herein, in the event of any termination or any expiration of a Main Lease, howsoever brought about, (i) entire area included within the Base Rent (hereinafter defined) shall be reduced Subleased Premises, being the area bounded by the Base Rent Component (hereinafter defined) attributable interior surface of any exterior wall, the interior of all walls separating the Subleased Premises from any public corridors or other public areas on such floor, and the centerline of all walls separating such Subleased Premises from other adjoining areas leased to Sublandlord or other subtenants on the Premises covered therebyfloor, plus (ii) this Lease shall terminate with respect to a proportionate amount of the Premises covered thereby, and square footage of the Common Areas (iiidefined in Section 3(b)) neither Landlord nor Tenant shall have any further rights or obligations under this Lease with respect thereto (except with respect to any rights or obligations accrued existing as of the date of such expiration or terminationSublease Commencement Date applicable to the Phase II Subleased Premises, including but not limited to common area corridors on the second floor, first floor, and except for any claim for damages where the expiration or termination lower level of the Main Lease was caused by the failure of Landlord or Tenant to pay or perform their respective obligations in regards to such Main Lease, or this Lease, all of which accrued rights and obligations and damage claims shall survive termination of this Lease with respect to such Premises)Building.

Subleased Premises. With respect to any "Premises" described and defined a. Effective as a "Subleased Premises" on of the Addendum heretolater of January 1, which Landlord does not own, but leases 2020 or subleases from a Lessor the date the Sublandlord completes the Second Floor Expansion Work (as defined in each Addendum heretobelow) (the “Second Floor Expansion Date”), the area shown on Exhibit A attached to this Amendment, consisting of the entire second (2nd) floor of the Premises (the “Second Floor Expansion Subleased Premises”), shall be added to and deemed part of the Subleased Premises under the Sublease. Tenant acknowledges that effective as of the Second Floor Expansion Date, Tenant is leasing the entire Premises leased by Sublandlord from Prime Landlord under the Prime Lease, with a total square footage of 85,681, and the Second Floor Expansion Subleased Premises will be deemed to include 22,546 square feet for purposes of calculation of Rent. Except as otherwise provided by this Amendment, all terms and conditions of the Sublease applicable to the Second Floor Subleased Premises, other than Sections 5.3, 5.4, 5.5, and 7.5, shall apply to the Second Floor Expansion Subleased Premises on the Second Floor Expansion Date. b. Notwithstanding the foregoing to the contrary, Subtenant shall have the right to access the Second Floor Expansion Subleased Premises early commencing on the date that Prime Landlord consents to the terms of an existing lease or sublease (each, a "MAIN LEASE"), this Lease shall be a sublease of such Premises. Each such Premises constitutes all or a portion Amendment by execution and delivery to Sublandlord of the Demised Premises Consent of Prime Landlord provided that: (as defined in each Addendum attached heretoa) leased by Landlord, as lessee or sublessee, under the terms of the applicable Main Lease. Tenant hereby assumes and agrees to pay and perform all of the obligations of Landlord, as lessee or sub-lessee, under the Main Leases; PROVIDED, HOWEVER, Tenant shall not be bound by those provisions of a Main Lease which may be specifically excepted in the "Special Provisions" section of the Addendum related to such Main Lease, if applicable. Tenant has received and reviewed, or shall receive and review, as appropriate, a copy of each Main Lease prior to the execution of the applicable Addendum hereto relating to such Main Lease. Tenant shall not commit or permit to be committed on any of the Premises which are subject to a Main Lease any act or omission which would violate any term or condition of the Main Lease covering such Premises. All of the terms and conditions contained in the Main Leases other than with respect to the Premises covered thereby are incorporated herein payment of Second Floor Second Floor Expansion Rent (as terms defined below), Subtenant shall comply and conditions of this Lease (with each reference therein to lessor abide by all terms, obligations, and lessee, however denominated, to be deemed to refer to Landlord and Tenant). In liabilities under the event of any conflict or dispute with regard Sublease applicable to the rights or obligations of Landlord and Tenant under or arising out of this Lease and under the terms of any Main Lease, the terms and provisions of this Lease shall control. Notwithstanding anything to the contrary contained herein, in the event of any termination or any expiration of a Main Lease, howsoever brought about, (i) the Base Rent (hereinafter defined) shall be reduced by the Base Rent Component (hereinafter defined) attributable to the Subleased Premises covered thereby, (ii) this Lease shall terminate with respect to the Second Floor Expansion Subleased Premises covered therebycommencing upon such occupancy; (b) Subtenant shall deliver certificates of insurance reasonably satisfactory to Sublandlord evidencing that the Second Floor Expansion Subleased Premises is insured pursuant to the requirements of the Sublease applicable to the Subleased Premises; (c) the sole purpose for such occupancy shall be to install Tenant’s furniture, fixtures and equipment and store Subtenant’s inventory in the Second Floor Expansion Subleased Premises; (iiid) neither Subtenant shall provide Sublandlord with two (2) business days’ prior written notice which shall identify the times at which Subtenant shall enter the Second Floor Expansion Subleased Premises; (e) Sublandlord shall have the right to have its representative(s) escort and supervise Subtenant’s entry into the Second Floor Expansion Subleased Premises at all times; (f) Neither Prime Landlord nor Tenant Sublandlord shall have any further rights or obligations under this Lease with respect thereto (except liability whatsoever with respect to any Subtenant’s rights or obligations accrued as of the date of such expiration or terminationunder this Section 2(b) it being understood and agreed that Subtenant shall indemnify, defend, and except for any claim for damages where the expiration or termination of the Main Lease was caused by the failure of hold harmless Prime Landlord or Tenant to pay or perform and Sublandlord and their respective obligations employees, agents, contractors, officers, directors, members, and principals from and against any loss, damage, claim or liability incurred or asserted in regards connection with the exercise of Subtenant’s rights under this Section 2(b); and (g) Subtenant shall ensure that the placement of Inventory in the Second Floor Expansion Subleased Premises does not exceed the maximum floor load capacity for the Expansion Subleased Premises. c. Except for the Second Floor Expansion Work (as defined below), Sublandlord shall deliver, and Subtenant shall accept the Second Floor Expansion Subleased Premises and Second Floor Expansion FF&E (as defined below) when delivered to such Main LeaseSubtenant in its “AS-IS, or this LeaseWHERE IS” condition and “WITH ALL FAULTS” existing on the Second Floor Expansion Date. Subtenant acknowledges that, all of which accrued rights and obligations and damage claims shall survive termination except as set forth in Section 4 of this Lease Amendment, neither Sublandlord, Prime Landlord nor any agent of Sublandlord or Prime Landlord has made any representation or warranty with respect to such the Second Floor Expansion Subleased Premises or Second Floor Expansion FF&E, or with respect to the suitability of any part of the same for the conduct of Subtenant’s business. d. Notwithstanding anything herein to the contrary, Sublandlord shall not be responsible for any tenant improvement allowance or other modifications to the Second Floor Expansion Subleased Premises other than the Second Floor Expansion Work. For the purpose of clarity, the terms of Sections 5.3 and 5.4 of the Sublease shall not apply to the Second Floor Expansion Subleased Premises).

Subleased Premises. With respect to any "Premises" described and defined as a "Subleased Premises" on the Addendum hereto, which Landlord does not own, but leases or subleases from a Lessor (as defined in each Addendum hereto) under the terms of an existing lease or sublease (each, a "MAIN LEASE"), this Lease shall be a sublease of such Premises. Each such Premises constitutes all or a portion of the Demised Premises (as defined in each Addendum attached hereto) leased by Landlord, as lessee or sublessee, under the terms of the applicable Main Lease. Tenant hereby assumes and agrees to pay and perform all of the obligations of Landlord, as lessee or sub-lessee, under the Main Leases; PROVIDED, HOWEVER, Tenant shall not be bound by those provisions of a Main Lease which may be specifically excepted in the "Special Provisions" section of the Addendum related to such Main Lease, if applicable. Tenant has received and reviewed, or shall receive and review, as appropriate, a copy of each Main Lease prior Subject to the execution of the applicable Addendum hereto relating to such Main Lease. Tenant shall not commit or permit to be committed on any of the Premises which are subject to a Main Lease any act or omission which would violate any term or condition of the Main Lease covering such Premises. All of the terms and conditions contained in the Main Leases with respect to the Premises covered thereby are incorporated herein as terms and conditions of this Lease Sublease, Sublandlord hereby subleases to Subtenant, and Subtenant hereby subleases from Sublandlord, a portion of the Master Premises consisting of approximately 11,100 rentable square feet located on portions of the first and second floors as more particularly shown on Exhibit B attached hereto (with each reference therein to lessor and lessee, however denominated, to be deemed to refer to Landlord and Tenantthe “Subleased Premises”). The Subleased Premises shall be delivered in phases identified on Exhibit B as “Phase I” and “Phase II”. Phase I consists of approximately 9,300 rentable square feet and shall be delivered to Subtenant on the date by which this Sublease is executed by Sublandlord and Subtenant and Master Landlord’s written consent to this Sublease is obtained. Phase II shall consist of the area identified as “Phase II” on Exhibit B which contains approximately 1,800 rentable square feet and shall be delivered by Sublandlord to Subtenant on or about the date which is twelve (12) months after the Commencement Date. In connection with its use of the event of any conflict or dispute with regard Subleased Premises, and subject to Sublandlord’s reasonable rules and regulations, Subtenant shall have the non- exclusive right to use the common space outlined on Exhibit B, including the foyer, kitchen, restrooms, electrical room, “Xxxxxx” conference room, stairways, certain hallways, and the common loading dock area (the “Shared Areas”), in each case to the rights or obligations of Landlord extent permitted by and Tenant under or arising out of this on the terms set forth in the Master Lease and under subject to Sublandlord’s reasonable rules and regulations. Subtenant shall have no right to enter, and shall prevent its employees, agents, contractors and invitees from entering any portions of the Master Premises other than the Subleased Premises and the Shared Areas. Sublandlord’s entry into the Subleased Premises shall be subject to the terms of any Main LeaseSection 12.1 of the Master Lease incorporate herein, the terms and provisions of this Lease except that no notice shall control. Notwithstanding anything be required in connection with an entry for recurring services to the contrary contained Subleased Premises (e.g., janitorial). The Subleased Premises (and Phase I and Phase II thereof) are stipulated to contain the amount of rentable square feet as set forth herein, and Rent under the Sublease shall not be revised in the event of any termination or any expiration of a Main Lease, howsoever brought about, (i) the Base Rent (hereinafter defined) shall be reduced by the Base Rent Component (hereinafter defined) attributable to the Premises covered thereby, (ii) this Lease shall terminate with respect to the Premises covered thereby, and (iii) neither Landlord nor Tenant shall have any further rights or obligations under this Lease with respect thereto (except with respect to any rights or obligations accrued as actual rentable square feet of the date of such expiration Subleased Premises is more or termination, and except for any claim for damages where the expiration or termination of the Main Lease was caused by the failure of Landlord or Tenant to pay or perform their respective obligations in regards to such Main Lease, or this Lease, all of which accrued rights and obligations and damage claims shall survive termination of this Lease with respect to such Premises)less.

Subleased Premises. With respect to any "Premises" described and defined as a "Subleased Premises" on Upon the Addendum hereto, which Landlord does not own, but leases or subleases from a Lessor (as defined in each Addendum hereto) under the terms of an existing lease or sublease (each, a "MAIN LEASE"), this Lease shall be a sublease of such Premises. Each such Premises constitutes all or a portion of the Demised Premises (as defined in each Addendum attached hereto) leased by Landlord, as lessee or sublessee, under the terms of the applicable Main Lease. Tenant hereby assumes and agrees to pay and perform all of the obligations of Landlord, as lessee or sub-lessee, under the Main Leases; PROVIDED, HOWEVER, Tenant shall not be bound by those provisions of a Main Lease which may be specifically excepted in the "Special Provisions" section of the Addendum related to such Main Lease, if applicable. Tenant has received and reviewed, or shall receive and review, as appropriate, a copy of each Main Lease prior to the execution of the applicable Addendum hereto relating to such Main Lease. Tenant shall not commit or permit to be committed on any of the Premises which are subject to a Main Lease any act or omission which would violate any term or condition of the Main Lease covering such Premises. All of the terms and conditions contained in the Main Leases with respect to the Premises covered thereby are incorporated herein as terms and conditions of this Lease Sublease, the Sublessor hereby subleases to the Sublessee and the Sublessee hereby subleases from the Sublessor the entire New Jersey Premises located at 0 Xxxxxxxxx Xxxxx, Xxxxxxxxxxxx, Xxx Xxxxxx leased by the Sublessor under the Master Lease, legally described on attached Exhibit B (with each reference therein to lessor and lessee, however denominated, to be deemed to refer to Landlord and Tenantthe “Subleased Premises”). In It is understood and agreed that this Sublease does not include any other premises other than the event New Jersey Premises which is the Subleased Premises under this Sublease. It is acknowledged that the following specified personal property, equipment and/or improvements of any conflict or dispute with regard to the rights or obligations of Landlord and Tenant under or arising out of this Lease and under the terms of any Main LeaseSublessor (collectively, the terms and provisions of this Lease shall control. Notwithstanding anything to “Personal Property”) remains upon the contrary contained herein, in the event of any termination or any expiration of a Main Lease, howsoever brought about, (i) the Base Rent (hereinafter defined) shall be reduced by the Base Rent Component (hereinafter defined) attributable to the Subleased Premises covered thereby, (ii) this Lease shall terminate with respect to the Premises covered thereby, and (iii) neither Landlord nor Tenant shall have any further rights or obligations under this Lease with respect thereto (except with respect to any rights or obligations accrued as of the date of such expiration or terminationthis Sublease: (a) all equipment comprising the paint line, including but not limited to the conveyor, the wash system, the paint booths, the drying ovens, paint hoppers and a burn-off oven, (b) the AC motor winder, and (c) all inventory and all movable furniture not purchased by the Sublessee, except for any claim for damages where the expiration or termination furniture, files and lab equipment of the Main Lease was Sublessor (the “Excluded Property”) which Excluded Property only may be stored upon the Subleased Premises in an area of 35 feet by 75 feet (2,625 square feet) in the southwest corner of the warehouse, until no later than January 5, 2005. The Sublessor shall remove the Personal Property (except the Excluded Property which may remain until no later than January 5, 2005) and repair any damage caused in connection with such removal prior to the Commencement Date of this Sublease. It is understood that the Excluded Property shall be accessed by the failure Sublessor only at the time that such Excluded Property will be relocated to a different APW facility. If the Excluded Property is not removed from the Subleased Premises on or before January 5, 2005, the Sublessee may dispose of Landlord or Tenant to pay or perform their respective obligations in regards to the Excluded Property as it so desires and the Sublessor shall reimburse the Sublessee for the reasonable cost of such Main Lease, or this Lease, all of which accrued rights and obligations and damage claims disposal. It is understood that the Sublessee shall survive termination of this Lease not have any liability with respect to the Excluded Property and the Sublessee shall not be liable for any injury to persons entering the Subleased Premises relating thereto, and the Sublessor shall indemnify and hold harmless the Sublessee with respect to any such liability. The Sublessor hereby represents and warrants that no person or entity other than the Sublessor has any rights to use, occupy, lease, sublease or possess any portion of the Subleased Premises).

Subleased Premises. With respect to any As hereinabove provided, the "PremisesMinimum Annual Rent" described shall mean, during the Initial Term, the First Space Base Rent and, during the Second Space Term, both the First Space Base Rent and defined as a "Subleased Premises" on the Addendum hereto, which Landlord does not own, but leases or subleases from a Lessor (as defined in each Addendum hereto) under the terms of an existing lease or sublease (each, a "MAIN LEASE"), this Lease Second Space Base Rent. The Minimum Annual Rent shall be a sublease of such Premises. Each such Premises constitutes all payable, in equal monthly installments, on or a portion of before the Demised Premises (as defined in each Addendum attached hereto) leased by Landlord, as lessee or sublessee, under the terms of the applicable Main Lease. Tenant hereby assumes and agrees to pay and perform all of the obligations of Landlord, as lessee or sub-lessee, under the Main Leases; PROVIDED, HOWEVER, Tenant shall not be bound by those provisions of a Main Lease which may be specifically excepted in the "Special Provisions" section of the Addendum related to such Main Lease, if applicable. Tenant has received and reviewed, or shall receive and review, as appropriate, a copy first day of each Main Lease prior to month (during the execution of the applicable Addendum hereto relating to such Main Lease. Tenant shall not commit or permit to be committed on any of the Premises which are subject to a Main Lease any act or omission which would violate any term or condition of the Main Lease covering such Premises. All of the terms and conditions contained in the Main Leases Sublease Term with respect to the Premises covered thereby are incorporated herein as terms First Space Base Rent and conditions during the Second Space Term with respect to the Second Space Base Rent), except that the payment of First Space Base Rent for the first full calendar month of the Sublease Term (following expiration of the sixty (60) day abatement period provided for in Paragraph 4(a) above) shall be made upon Subtenant's signing of this Lease (Sublease and the payment of the Second Space Base Rent for the first full calendar month of the Second Space Term shall be made on or before October 1, 2001. Notwithstanding the foregoing, the parties hereby confirm and agree that Subtenant shall be liable for, among other things, the entire amount of the Minimum Annual Rent due to Sublandlord under this Sublease with each reference therein to lessor and lessee, however denominated, to be deemed to refer to Landlord and Tenant). In the event of any conflict or dispute with regard respect to the rights or obligations of Landlord entire Subleased Premises (i.e., both the First Space and Tenant under or arising out of this Lease and under the terms of any Main Lease, Second Space) for the terms and provisions of this Lease shall control. Notwithstanding anything to the contrary contained herein, entire Sublease Term in the event of any termination or any expiration a default (following notice and a five (5) day cure period (in the case of a Main Leasemonetary default) and/or a fifteen (15) day cure period (in the case of a non-monetary default; provided, howsoever brought abouthowever, that if such default is not reasonably capable of being cured within such fifteen (i15) day period, then so long as Subtenant has commenced curative action within such period and thereafter continues to pursue diligently such curative action, such fifteen (15) day period shall be extended for the Base period necessary to cure such default, but not more than thirty (30) days, inclusive of the original 15-day period) of Subtenant's obligations under this Sublease during the Initial Term and/or at any time prior to Subtenant taking possession to the Second Space. Except as herein expressly set forth, the Minimum Annual Rent (hereinafter definedand all other payments to be made by Subtenant to Sublandlord in accordance with this Sublease) shall be reduced by the Base Rent Component (hereinafter defined) attributable to the Premises covered thereby, (ii) this Lease shall terminate with respect to the Premises covered therebypayable without notice or other demand, and (iii) neither Landlord nor Tenant shall have any further rights without recoupment, counterclaim, set-off or obligations under this Lease with respect thereto (except with respect to any rights or obligations accrued as of the date of such expiration or terminationother deduction, and except for any claim for damages where the expiration or termination of the Main Lease was caused by the failure of Landlord or Tenant to pay or perform their respective obligations at Sublandlord's address set forth in regards to such Main LeaseParagraph 13 hereinbelow, or this Lease, all of which accrued rights and obligations and damage claims shall survive termination of this Lease with respect at such other place as Sublandlord may designate from time to such Premises)time by notice to Subtenant.

Subleased Premises. With respect to any "Premises" described and defined a. Effective as a "Subleased Premises" on of the Addendum heretolater of June 1, which Landlord does not own, but leases 2019 or subleases from a Lessor the date the Sublandlord completes the Expansion Work (as defined in each Addendum heretobelow) (the “Expansion Date”), the area shown on Exhibit A attached to this Amendment, consisting of 21,420 rentable square feet (the “Expansion Subleased Premises”), shall be added to and deemed part of the Subleased Premises under the Sublease. Except as otherwise provided by this Amendment, all terms and conditions of the Sublease applicable to the Subleased Premises, other than Sections 5.3, 5.4, 5.5, and 7.5, shall apply to the Expansion Subleased Premises on the Expansion Date. b. Notwithstanding the foregoing to the contrary, Subtenant shall have the right to access the Expansion Subleased Premises early commencing on the date that Prime Landlord consents to the terms of an existing lease or sublease (each, a "MAIN LEASE"), this Lease shall be a sublease of such Premises. Each such Premises constitutes all or a portion of the Demised Premises (as defined in each Addendum attached hereto) leased Amendment by Landlord, as lessee or sublessee, under the terms of the applicable Main Lease. Tenant hereby assumes execution and agrees delivery to pay and perform all of the obligations of Landlord, as lessee or sub-lessee, under the Main Leases; PROVIDED, HOWEVER, Tenant shall not be bound by those provisions Sublandlord of a Main Lease which may be specifically excepted in the "Special Provisions" section consent of the Addendum related to such Main Lease, if applicable. Tenant has received and reviewed, or shall receive and review, as appropriate, a copy of each Main Lease prior to the execution of the applicable Addendum hereto relating to such Main Lease. Tenant shall not commit or permit to be committed on any of the Premises which are subject to a Main Lease any act or omission which would violate any term or condition of the Main Lease covering such Premises. All of the terms and conditions contained in the Main Leases Prime Landlord provided that: (a) other than with respect to the Premises covered thereby are incorporated herein payment of Expansion Rent (as terms defined below), Subtenant shall comply and conditions of this Lease (with each reference therein to lessor abide by all terms, obligations, and lessee, however denominated, to be deemed to refer to Landlord and Tenant). In liabilities under the event of any conflict or dispute with regard Sublease applicable to the rights or obligations of Landlord and Tenant under or arising out of this Lease and under the terms of any Main Lease, the terms and provisions of this Lease shall control. Notwithstanding anything to the contrary contained herein, in the event of any termination or any expiration of a Main Lease, howsoever brought about, (i) the Base Rent (hereinafter defined) shall be reduced by the Base Rent Component (hereinafter defined) attributable to the Subleased Premises covered thereby, (ii) this Lease shall terminate with respect to the Expansion Subleased Premises covered therebycommencing upon such occupancy; (b) Subtenant shall deliver certificates of insurance reasonably satisfactory to Sublandlord evidencing that the Expansion Subleased Premises is insured pursuant to the requirements of the Sublease applicable to the Subleased Premises; (c) the sole purpose for such occupancy shall be to store Subtenant’s inventory, including, medical units (electrotherapy), bags, electrodes, and batteries, and similar items (iii“Inventory”) neither in the Expansion Subleased Premises; (d) Subtenant shall provide Sublandlord with two (2) business days’ prior written notice which shall identify the times at which Subtenant shall enter the Expansion Subleased Premises; (e) Sublandlord shall have the right to have its representative(s) escort and supervise Subtenant’s entry into the Expansion Subleased Premises at all times; (f) Neither Prime Landlord nor Tenant Sublandlord shall have any further rights or obligations under this Lease with respect thereto (except liability whatsoever with respect to any Subtenant’s rights or obligations accrued as of the date of such expiration or terminationunder this Section 2(b) it being understood and agreed that Subtenant shall indemnify, defend, and except for any claim for damages where the expiration or termination of the Main Lease was caused by the failure of Landlord or Tenant to pay or perform hold harmless Prime Landlord, Sublandlord and their respective obligations employees, agents, contractors, officers, directors, members, and principals from and against any loss, damage, claim or liability incurred or asserted in regards connection with the exercise of Subtenant’s rights under this Section 2(b); and (g) Subtenant shall ensure that the placement of Inventory in the Expansion Subleased Premises does not exceed the maximum floor load capacity for the Expansion Subleased Premises. c. Notwithstanding the foregoing to such Main Leasethe contrary, or this LeaseSubtenant shall have the right to access the Expansion Subleased Premises early commencing on May 1, all of which accrued rights and obligations and damage claims shall survive termination of this Lease 2019, provided that: (a) other than with respect to the payment of Expansion Rent (as defined below), Subtenant shall comply and abide by all terms, obligations, and liabilities under the Sublease applicable to the Subleased Premises with respect to the Expansion Subleased Premises commencing upon such occupancy; (b) Subtenant shall deliver certificates of insurance reasonably satisfactory to Sublandlord evidencing that the Expansion Subleased Premises is insured pursuant to the requirements of the Sublease applicable to the Subleased Premises).; (c) the sole purpose for such occupancy shall be to install Subtenant’s furniture, fixtures, and equipment in the Subleased Premises; and

Subleased Premises. With respect 1.1 Sublessor sublets to any "Premises" described Sublessee and defined as a "Sublessee subleases from Sublessor, the Subleased Premises" on . Sublessor warrants and represents that the Addendum hereto, which Landlord does not own, but leases or subleases from a Lessor (as defined in each Addendum hereto) under the terms of an existing lease or sublease (each, a "MAIN LEASE"), this Lease shall be a sublease of such Premises. Each such Premises constitutes all or a portion copy of the Demised Premises (Prime Lease attached hereto as defined in each Addendum attached hereto) leased by LandlordEXHIBIT A is a true, as lessee or sublessee, under correct and complete copy thereof and that such Prime Lease represents the terms of the applicable Main Lease. Tenant hereby assumes entire understanding and agrees to pay agreement between Landlord and perform all of the obligations of Landlord, as lessee or sub-lessee, under the Main Leases; PROVIDED, HOWEVER, Tenant shall not be bound by those provisions of a Main Lease which may be specifically excepted in the "Special Provisions" section of the Addendum related to such Main Lease, if applicable. Tenant has received and reviewed, or shall receive and review, as appropriate, a copy of each Main Lease prior to the execution of the applicable Addendum hereto relating to such Main Lease. Tenant shall not commit or permit to be committed on any of the Premises which are subject to a Main Lease any act or omission which would violate any term or condition of the Main Lease covering such Premises. All of the terms and conditions contained in the Main Leases Sublessor with respect to the Premises covered thereby are incorporated herein Subleased Premises. Except as terms otherwise provided in this Sublease, Sublessee acknowledges and conditions of this Lease (with each reference therein to lessor agrees that Sublessor has made and lessee, however denominated, to be deemed to refer to Landlord and Tenant). In the event makes no warranties or representations of any conflict or dispute with regard to the rights or obligations of Landlord and Tenant under or arising out of this Lease and under the terms of any Main Lease, the terms and provisions of this Lease shall control. Notwithstanding anything to the contrary contained herein, in the event of any termination or any expiration of a Main Lease, howsoever brought about, (i) the Base Rent (hereinafter defined) shall be reduced by the Base Rent Component (hereinafter defined) attributable to the Premises covered thereby, (ii) this Lease shall terminate with respect to the Premises covered thereby, and (iii) neither Landlord nor Tenant shall have any further rights or obligations under this Lease with respect thereto (except nature whatsoever with respect to any rights aspect of the condition or obligations accrued otherwise relative to the Subleased Premises and that Sublessee is taking the Subleased Premises strictly in its “AS IS” condition. Sublessor agrees to provide Sublessee with a Tenant Improvement Allowance of [***]. Such allowance shall be paid to Sublessee as a Rent credit over the six (6) month period of the sublease term from July 1, 2007 through December 31, 2007. As such, Sublessee shall have the right to deduct up to one sixth (1/6th) of the Tenant Improvement Allowance or [***] from its monthly Rent during the six (6) month period of July 1, 2007 through December 31, 2007 of the Sublease. 1.2 As of the Effective Date, Sublessor warrants and represents to Sublessee that: (a) Sublessor is not now, and as of the date Commencement Date (as defined below) will not be, in default or breach of such expiration any of the terms or terminationprovisions of the Prime Lease, and except for (b) Sublessor has no notice or knowledge of any claim for damages where by Landlord that Sublessor is or would, with the expiration passage of time or termination the giving of notice or otherwise, be in default or breach of any of the Main Lease was caused by terms or provisions of the failure of Landlord or Tenant to pay or perform their respective obligations in regards to such Main Prime Lease, (c) to the knowledge of Sublessor, Landlord is not in default or breach of any of the terms or provisions of the Prime Lease, (d) to the knowledge of Sublessor, the Subleased Premises are in full compliance with all applicable laws, statutes, ordinances, rules, regulations, directives, orders and other requirements of any federal, state and municipal entities, or otherwise, including without limitation the Americans with Disabilities Act and all applicable environmental laws, rules and regulations. 1.3 Sublessor shall indemnify and hold Sublessee harmless from claims arising from Sublessor’s breach of its representations and warranties contained in this Sublease. This Section 1.3 shall survive the termination or expiration of this Lease, all of which accrued rights and obligations and damage claims shall survive termination of this Lease with respect to such Premises).

Subleased Premises. With respect 2.1 Sublandlord hereby subleases to any "Premises" described Subtenant and defined as a "Subleased Premises" on the Addendum hereto, which Landlord does not own, but leases or Subtenant hereby subleases from a Lessor (as defined in each Addendum hereto) under Sublandlord for the terms term at the rental, and upon all of an existing lease or sublease (eachthe conditions set forth herein, a "MAIN LEASE"), this Lease shall be a sublease of such Premises. Each such Premises constitutes all or a portion of the Demised Master Premises consisting of approximately thirty-five thousand three hundred seventy (35,370) square feet of Rentable Area in the location and configuration shown on Exhibit A-1 attached hereto (the "Subleased Premises"). 2.2 Sublandlord also hereby grants Subtenant the non-exclusive right to use for their intended purposes the outside areas designated on the Site Plan as defined common area not intended for the exclusive use of any occupant of the Master Premises. Subtenant shall not have the right to use any areas with the building not specifically designated as common area including, without limitation, the elevator and any interior corridors, stairways, doorways and restrooms not so designated. Notwithstanding the foregoing, Subtenant shall have the right, during normal business hours, upon prior reasonable notice to Sublandlord, to use the elevator solely for the purpose of (i) moving Subtenant's equipment in each Addendum and out of the building, and (ii) provided handicapped access to those whose are unable to use the stairwell to access the second floor of the Master Premises or to the extent required by the Americans With Disabilities Act. Subtenant shall have the right to use one hundred thirty (130) parking spaces in the location shown on the Site Plan. Subtenant shall not at any time use more parking spaces than the number so allocated to Subtenant or park its vehicles in any portion of the Master Premises not designated for the use of Subtenant. 2.3 On the Commencement Date, Sublandlord shall deliver to Subtenant the Subleased Premises substantially in accordance with that certain space plan dated April 11, 1997 approved by Sublandlord and Subtenant and attached hereto) leased hereto as Exhibit C. Subtenant shall accept the Subleased Premises in their then existing condition, "as is" and shall waive any right or claim Subtenant may have against Sublandlord arising out of the condition of the Subleased Premises. Subtenant shall promptly notify Sublandlord in writing of any deficiencies or defects that Subtenant discovers in the Subleased Premises. Sublandlord shall use reasonable efforts to enforce the warranties, covenants and representations made by LandlordMaster Landlord pursuant to Sections 14.4, as lessee or sublessee14.5 and 39 of the Master Lease, under the obligation of Master Landlord to complete "punch-list" items pursuant to the terms of the applicable Main Work Letter attached to the Master Lease. Tenant hereby assumes , and agrees to pay and perform all any other obligation of the obligations of Landlord, as lessee or sub-lessee, under the Main Leases; PROVIDED, HOWEVER, Tenant shall not be bound by those provisions of a Main Lease which may be specifically excepted Master Landlord set forth in the "Special Provisions" section of the Addendum related to such Main Lease, if applicable. Tenant has received and reviewed, or shall receive and review, as appropriate, a copy of each Main Master Lease prior to the execution of the applicable Addendum hereto relating to such Main Lease. Tenant shall not commit or permit to be committed on any of the Premises which are subject to a Main Lease any act or omission which would violate any term or condition of the Main Lease covering such Premises. All of the terms and conditions contained in the Main Leases with respect to the Premises covered thereby are incorporated herein as terms and conditions construction of this Lease (with each reference therein the Master Premises. Except for Sublandlord's obligations stated in the immediately preceding sentence, Sublandlord shall not be obligated to lessor and lessee, however denominated, repair any defects or deficiencies in the work required to be deemed constructed by Master Landlord pursuant to refer to Landlord and Tenant). In the event of any conflict or dispute with regard to the rights or obligations of Landlord and Tenant under or arising out of this Lease and under the terms of the Master Lease and Sublandlord shall not be liable for any Main failure by Master Landlord to perform its obligations in this regard under the Master Lease, the terms and provisions of this Lease . Sublandlord shall control. Notwithstanding anything use reasonable efforts to the contrary enforce any warranties contained herein, in the event owner-contractor agreement between Sublandlord and Devcon Construction, Inc. for the benefit of any termination or any expiration of a Main Lease, howsoever brought about, (i) the Base Rent (hereinafter defined) shall be reduced by the Base Rent Component (hereinafter defined) attributable to the Premises covered thereby, (ii) this Lease shall terminate with respect to the Premises covered thereby, and (iii) neither Landlord nor Tenant shall have any further rights or obligations under this Lease with respect thereto (except with respect to any rights or obligations accrued as of the date of such expiration or termination, and except for any claim for damages where the expiration or termination of the Main Lease was caused by the failure of Landlord or Tenant to pay or perform their respective obligations in regards to such Main Lease, or this Lease, all of which accrued rights and obligations and damage claims shall survive termination of this Lease with respect to such Premises)Subtenant.

Subleased Premises. With respect to any "Premises" described 1.01 The Sublandlord hereby lets and defined as a "Subleased Premises" on demises unto the Addendum heretoSubtenant, which Landlord does not ownand the Subtenant hereby takes and leases from the Sublandlord, but leases or subleases from a Lessor (as defined in each Addendum hereto) under the terms of an existing lease or sublease (each, a "MAIN LEASE"), this Lease shall be a sublease of such Premises. Each such Premises constitutes all or a portion of the Demised Premises containing approximately Ten Thousand One Hundred Forty-one (as defined in each Addendum attached hereto10,141) leased by Landlord, as lessee or sublessee, under rentable square feet located on the terms 36th floor of the applicable Main Lease. Tenant hereby assumes Building and more particularly described in the Third Amendment to Lease (the “Subleased Premises”), on the terms, covenants, and conditions set forth in this Sublease Agreement. 1.02 The Subtenant has inspected the Subleased Premises and agrees to pay accept the Subleased Premises in “as-is” and perform all “where-is” condition; without any obligation on the part of the obligations Sublandlord or the Landlord to modify, improve or otherwise prepare the Subleased Premises for the Subtenant’s occupancy; and without any representations and/or warranties of the Sublandlord or the Landlord, except for those representations and/or warranties set forth in this Sublease Agreement. 1.03 The Sublandlord hereby grants to the Subtenant the right to use all office furniture and equipment owned by the Sublandlord located on the Subleased Premises as lessee or sub-lessee, under the Main Leases; PROVIDED, HOWEVER, Tenant shall not be bound by those provisions of a Main Lease which may be specifically excepted in the "Special Provisions" section of the Addendum related to such Main Lease, if applicableCommencement Date (as hereinafter defined). Tenant has received and reviewed, or shall receive and review, as appropriate, a copy of each Main Lease prior to the execution As of the applicable Addendum hereto relating to such Main Lease. Tenant shall not commit or permit to be committed on any of the Premises which are subject to a Main Lease any act or omission which would violate any term or condition of the Main Lease covering such Premises. All of the terms and conditions contained in the Main Leases with respect to the Premises covered thereby are incorporated herein Expiration Date (as terms and conditions of this Lease (with each reference therein to lessor and lessee, however denominated, to be deemed to refer to Landlord and Tenant). In the event of any conflict or dispute with regard to the rights or obligations of Landlord and Tenant under or arising out of this Lease and under the terms of any Main Lease, the terms and provisions of this Lease shall control. Notwithstanding anything to the contrary contained herein, in the event of any termination or any expiration of a Main Lease, howsoever brought about, (i) the Base Rent (hereinafter defined) the Sublandlord shall transfer title to such furniture and equipment to the Subtenant by a xxxx of sale. The Sublandlord makes no representation or warranty regarding the condition of such furniture or equipment or otherwise, except that title thereto is in the Sublandlord. The Subtenant shall be reduced by responsible for maintaining such furniture and equipment at its expense during the Base Rent Component Term (as hereinafter defined) attributable to in such condition as Subtenant deems appropriate and at the Premises covered thereby, (ii) this Lease shall terminate with respect to the Premises covered thereby, and (iii) neither Landlord nor Tenant shall have any further rights or obligations under this Lease with respect thereto (except with respect to any rights or obligations accrued as end of the date of Term, it shall remove at its expense all such expiration or termination, furniture and except for any claim for damages where equipment from the expiration or termination of Subleased Premises as required under the Main Lease was caused by the failure of Landlord or Tenant to pay or perform their respective obligations in regards to such Main Lease, or this Lease, all of which accrued rights and obligations and damage claims shall survive termination of this Lease with respect to such Premises).

Subleased Premises. With respect Sublandlord hereby leases to any "Premises" described Subtenant, and defined as a "Subtenant hereby leases from Sublandlord, the Subleased Premises" on , together with the Addendum hereto, which Landlord does not ownright to use the Common Area (including, but leases or subleases from a Lessor (as defined in each Addendum hereto) under not limited to, Tenant’s Allocated Parking Stalls within the terms of an existing lease or sublease (each, a "MAIN LEASE"Project), this Lease shall be a sublease of such Premises. Each such Premises constitutes all or a portion of the Demised Premises (as defined in each Addendum attached heretoParking Area and the Exterior Area) leased provided by Landlord, as lessee or sublessee, under Master Landlord to Sublandlord pursuant to the terms of the applicable Main Master Lease. Tenant The Subleased Premises shall include all tenant improvements, alterations, conduits and equipment installed therein by Sublandlord. In addition, Sublandlord hereby assumes assigns to Subtenant for the duration of the Term (as hereinafter defined) of this Sublease, all rights that Sublandlord has pursuant to the Master Lease in connection with the occupancy, use or enjoyment of the Subleased Premises and agrees that (subject to pay Sublandlord’s rights pursuant to the MSA and perform the Conduits Agreement (each term as defined below)) such rights shall be exercisable exclusively by Subtenant while the Sublease is in effect. Such rights shall include, but not be limited to, the following: all rights Sublandlord has pursuant to Section 2.1 [Demise of Premises] of the obligations Master Lease; all signage rights Sublandlord has pursuant to Section 4.3 [Signs] of Landlordthe Master Lease, as lessee or sub-lesseeall parking rights that Sublandlord has pursuant to Section 4.4 [Parking] of the Master Lease, under all rights Sublandlord has pursuant to Section 14.1(D) of the Main LeasesMaster Lease (i.e., to permit Customers to enter upon and occupy the Premises for purposes of installing, repairing, replacing, operating and maintaining their customer equipment); PROVIDED, HOWEVER, Tenant shall not be bound by those all rights Sublandlord has pursuant to the following provisions of a Main the Lease which may be specifically excepted in the "Special Provisions" section of the Addendum related to such Main Lease, if applicable. Tenant has received and reviewed, or shall receive and review, as appropriate, a copy of each Main Lease prior Rider to the execution Master Lease: Paragraph 3 [Roof Rights]; Paragraph 4 [Exterior Area]; Paragraph 5 [Fiber and Electrical Conduit Rights of the applicable Addendum hereto relating to such Main LeaseWay]; Paragraph 6 [Emergency Generators and Fuel Storage Tanks]; Paragraph 7 [HVAC]; Paragraph 8 [Life Safety Systems]; Paragraph 10 [Leasehold Mortgage]; Paragraph 11 [Telephone Service]; and Paragraph 17 [Sprinkler]. Tenant shall not commit or permit to be committed on any of the Premises which are Sublandlord warrants that (a) subject to a Main Lease any act or omission which would violate any term or condition obtaining the consent of Master Landlord as provided in Section 5, Sublandlord has the Main Lease covering such Premises. All of full power, authority and legal right to sublease the terms and conditions contained in Subleased Premises to Subtenant, (b) Subtenant will have the Main Leases with respect right quietly to enjoy the Subleased Premises covered thereby are incorporated herein as terms and conditions of this Lease (with each reference therein subject to lessor and lessee, however denominated, to be deemed to refer to Landlord and Tenant). In the event of any conflict or dispute with regard to the rights or obligations of Landlord and Tenant under or arising out of this Lease and under the terms of any Main Lease, the terms and provisions of this Lease shall control. Notwithstanding anything to the contrary contained herein, in the event of any termination or any expiration of a Main Lease, howsoever brought about, (i) the Base Rent (hereinafter defined) shall be reduced by the Base Rent Component (hereinafter defined) attributable to the Premises covered therebyMaster Lease, (ii) the terms of this Lease shall terminate with respect to the Premises covered therebySublease, and (iii) neither Landlord nor Tenant shall have any further rights or obligations under this other interest to which the Master Lease with respect thereto is subject according to its terms, and (except with respect to any rights or obligations accrued c) the Subleased Premises will be in the same condition on the Commencement Date (as of defined herein) as on the date of such expiration or terminationhereof, normal wear and except for any claim for damages where the expiration or termination of the Main Lease was caused by the failure of Landlord or Tenant to pay or perform their respective obligations in regards to such Main Lease, or this Lease, all of which accrued rights and obligations and damage claims shall survive termination of this Lease with respect to such Premises)tear excepted.

Subleased Premises. With Seller has made available to Buyer a true and complete copy of the Master Lease. The Master Lease is valid, binding, enforceable (subject to the Bankruptcy Exceptions) and in full force and effect, and Seller enjoys peaceful and undisturbed possession of the Subleased Premises. Seller is not in breach or default under the Master Lease, and no event has occurred or circumstance exists which, with the delivery of notice, would constitute such a breach or default, and Seller has paid all rent due and payable under the Master Lease. Seller has not received nor given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by Seller under the Master Lease and, to Seller’s Knowledge, no other party is in default thereof, and no party to the Master Lease has exercised any termination rights with respect thereto. Seller has not subleased, assigned or otherwise granted to any "Premises" described and defined as a "Person (other than Buyer) the right to use or occupy the Subleased Premises" on the Addendum hereto, which Landlord does not ownand, but leases or subleases from a Lessor (except as defined set forth in each Addendum hereto) under the terms of an existing lease or sublease (each, a "MAIN LEASE"), this Lease shall be a sublease of such Premises. Each such Premises constitutes all or a portion Section 3.24 of the Demised Premises (as defined in each Addendum attached hereto) leased by LandlordDisclosure Schedule, as lessee Seller has not pledged, mortgaged or sublessee, under the terms of the applicable Main Lease. Tenant hereby assumes and agrees to pay and perform all of the obligations of Landlord, as lessee or sub-lessee, under the Main Leases; PROVIDED, HOWEVER, Tenant shall not be bound by those provisions of a Main Lease which may be specifically excepted otherwise granted an Encumbrance on its leasehold interest in the "Special Provisions" section of the Addendum related to such Main Lease, if applicable. Tenant has received and reviewed, or shall receive and review, as appropriate, a copy of each Main Lease prior to the execution of the applicable Addendum hereto relating to such Main Lease. Tenant shall not commit or permit to be committed on any of the Premises which are subject to a Main Lease any act or omission which would violate any term or condition of the Main Lease covering such Subleased Premises. All of the terms and conditions contained in the Main Leases with respect to the Premises covered thereby are incorporated herein as terms and conditions of this Lease (with each reference therein to lessor and lessee, however denominated, to be deemed to refer to Landlord and Tenant). In the event five (5) year period immediately prior to Closing: (a) Seller has not received any written notice of any conflict or dispute with regard to the rights or obligations of Landlord and Tenant under or arising out of this Lease and under the terms of any Main Lease, the terms and provisions of this Lease shall control. Notwithstanding anything to the contrary contained herein, in the event of any termination or any expiration of a Main Lease, howsoever brought about, (i) the Base Rent (hereinafter definedexcept as set forth in Section 3.24(a)(i) shall be reduced by the Base Rent Component (hereinafter defined) attributable to the Premises covered therebyDisclosure Schedule, violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Subleased Premises, (ii) this Lease shall terminate with respect to existing, pending or threatened condemnation proceedings affecting the Premises covered therebySubleased Premises, and or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the ability of Buyer to use the Subleased Premises as currently used by Seller; (b) neither Landlord the whole nor Tenant shall have any further rights material portion of any Subleased Premises has been damaged or obligations under this Lease destroyed by fire or other casualty; and (c) the Subleased Premises has not been contaminated with respect thereto any hazardous or toxic materials (except with respect to any rights including asbestos, lead-containing materials, radon, radioactive materials, per- and poly-fluoroalkyl substances (PFAS), or obligations accrued as other emerging contaminants). The Subleased Premises is sufficient for the continued conduct of the date of such expiration or termination, Business after the Closing in substantially the same manner as conducted prior to the Closing and except for any claim for damages where the expiration or termination constitutes all of the Main Lease was caused by real property necessary to conduct the failure of Landlord or Tenant to pay or perform their respective obligations in regards to such Main Lease, or this Lease, all of which accrued rights and obligations and damage claims shall survive termination of this Lease with respect to such Premises)Business as currently conducted.

Subleased Premises. With respect In the event that the Master Lease is terminated at any time during the Term hereof for any reason other than a default due to any "Premises" described the acts or omissions of Tenant, as sublessee thereunder, and defined as a "such termination occurs when Tenant occupies the Subleased Premises" on Premises pursuant to the Addendum heretoSublease, in order to assure Tenant of the continuation of its use and occupancy of the Subleased Premises without interruption, Landlord hereby grants to Tenant an option to add the Subleased Premises to the Lease hereunder, upon the terms and conditions set forth in this Section and in the Consent. The provisions of this Section 7(a) supplement and are intended to be in addition to the rights granted to Tenant in the Consent. Landlord shall give written notice to Tenant within seven (7) business days after Landlord sends to Sublessor, or receives from Sublessor, written notice that the Master Lease is terminated, or being terminated, and that the termination date will occur prior to the expiration of the current term of the Sublease. Tenant shall have ten (10) business days following its receipt of such written notice from Landlord within which to exercise the expansion option granted by this Section. In the event Tenant exercises its expansion option granted pursuant to this Section to add the Subleased Premises to the Leased Premises governed by the Lease, then Tenant and Landlord does not own, but leases or subleases from a Lessor (as defined shall negotiate in each Addendum hereto) under good faith to agree to the terms of an existing lease or sublease amendment to the Lease (each, a "MAIN LEASE"), this the “Lease shall be a sublease of such Premises. Each such Premises constitutes all or a portion of the Demised Premises (as defined in each Addendum attached heretoAmendment”) leased by Landlord, as lessee or sublessee, under consistent with the terms of this Section. The Lease Amendment shall provide, among other provisions, that (1) the applicable Main Lease. Tenant hereby assumes and agrees Subleased Premises shall be added to pay and perform all of the obligations of Landlord, as lessee or sub-lessee, “Leased Premises” under the Main Leases; PROVIDED, HOWEVER, Tenant shall not be bound by those provisions of a Main Lease which may be specifically excepted in the "Special Provisions" section of the Addendum related to such Main Lease, if applicable. Tenant has received and reviewed, or shall receive and review, as appropriate, a copy of each Main Lease prior to the execution of the applicable Addendum hereto relating to such Main Lease. Tenant shall not commit or permit to be committed on any of the Premises which are subject to a Main Lease any act or omission which would violate any term or condition of the Main Lease covering such Premises. All upon all of the terms and conditions contained outlined in the Main Leases with respect Lease applicable to the Premises covered thereby are incorporated herein as terms and conditions of this Lease (with each reference therein to lessor and lesseeLeased Premises, however denominated, to be deemed to refer to Landlord and Tenant). In the event of any conflict or dispute with regard to the rights or obligations of Landlord and Tenant under or arising out of this Lease and under the terms of any Main Lease, the terms and provisions of this Lease shall control. Notwithstanding anything to the contrary contained herein, in the event of any termination or any expiration of a Main Lease, howsoever brought aboutincluding rental rates, (i2) the Base Rent (hereinafter defined) shall be reduced by Rent, at the Base Rent Component (hereinafter defined) attributable to the Premises covered therebyamount per rentable square foot as set forth in this Fourth Amendment, (ii) this Lease shall terminate with respect to the Premises covered thereby, and (iii) neither Landlord nor Tenant shall have any further rights or obligations under this Lease with respect thereto (except with respect to any rights or obligations accrued as of the date of such expiration or termination, and except for any claim for damages where the expiration or termination of the Main Lease was caused by the failure of Landlord or Tenant to pay or perform their respective obligations in regards to such Main Lease, or this Lease, all of which accrued rights and obligations and damage claims shall survive termination of this Lease with respect to such Premises).applicable during such

Subleased Premises. With respect Sublandlord does hereby sublease to any "Premises" described Subtenant, and defined as a "Subleased Premises" on the Addendum hereto, which Landlord Subtenant does not own, but leases or subleases hereby sublease and rent from a Lessor (as defined in each Addendum hereto) under the terms of an existing lease or sublease (each, a "MAIN LEASE"), this Lease shall be a sublease of such Premises. Each such Premises constitutes all or a portion of the Demised Premises (as defined in each Addendum attached hereto) leased by Landlord, as lessee or sublessee, under the terms of the applicable Main Lease. Tenant hereby assumes and agrees to pay and perform all of the obligations of Landlord, as lessee or sub-lessee, under the Main Leases; PROVIDED, HOWEVER, Tenant shall not be bound by those provisions of a Main Lease which may be specifically excepted in the "Special Provisions" section of the Addendum related to such Main Lease, if applicable. Tenant has received and reviewed, or shall receive and review, as appropriate, a copy of each Main Lease prior to the execution of the applicable Addendum hereto relating to such Main Lease. Tenant shall not commit or permit to be committed on any of the Premises which are subject to a Main Lease any act or omission which would violate any term or condition of the Main Lease covering such Premises. All of the terms and conditions contained in the Main Leases with respect to the Premises covered thereby are incorporated herein as terms and conditions of this Lease (with each reference therein to lessor and lessee, however denominated, to be deemed to refer to Landlord and Tenant). In the event of any conflict or dispute with regard to the rights or obligations of Landlord and Tenant under or arising out of this Lease and under the terms of any Main Lease, the terms and provisions of this Lease shall control. Notwithstanding anything to the contrary contained herein, in the event of any termination or any expiration of a Main Lease, howsoever brought aboutSublandlord, (i) the Base Rent Space and (hereinafter definedii) all permanent improvements within the Space constructed by Landlord or by or on behalf of Sublandlord (collectively, the “Subleased Premises”). Subtenant shall have the right to use in common with Sublandlord and others entitled thereto the common areas of the Project pursuant to the Lease. In addition, subject to the terms, covenants and conditions of this Sublease, Subtenant shall have the exclusive right to use during the Sublease Term (defined below), free of charge, the furniture, fixtures and equipment more particularly described on Schedule A annexed hereto and made a part hereof (the “Personal Property”) located in the Space. Subtenant shall have no obligation whatsoever to repair, replace or maintain the Personal Property, unless any damage thereto is caused by the negligence or willful misconduct of Subtenant. Provided that there is no change in the size of the Subleased Premises between the date of this Sublease and the Commencement Date (defined below) (e.g., there has been no change in the size of the Subleased Premises by reason of any damage or destruction to or condemnation of the Subleased Premises), the parties hereby (i) stipulate that the Space shall be reduced deemed to contain approximately 19,997 rentable square feet upon delivery of the Space by Sublandlord to Subtenant (the Base Rent Component (hereinafter defined) attributable to the Premises covered thereby“Space Measurement”), (ii) this Lease agree that neither party shall terminate with respect have any right to dispute the Premises covered thereby, Space Measurement and (iii) neither Landlord nor Tenant shall waive any claim in connection with the Space Measurement, regardless of whether the Space is found to have any further rights contained more or obligations under this Lease with respect thereto (except with respect to any rights or obligations accrued as less than 19,997 rentable square feet upon delivery of the date Space to Subtenant. Sublandlord represents and warrants for the benefit of such expiration or termination, and except for any claim for damages where Subtenant that the expiration or termination rentable square footage of the Main Space was not remeasured pursuant to Section 4 of the Second Amendment and that Sublandlord pays Base Rental for the Space under the Lease was caused by and Tenant’s Forecast Additional Rental and Tenant’s Additional Rental for the failure Space under the Lease on the basis of Landlord or Tenant to pay or perform their respective obligations in regards to such Main Lease, or this Lease, all the Space consisting of which accrued rights and obligations and damage claims shall survive termination of this Lease with respect to such Premises)19,997 rentable square feet.

Subleased Premises. With respect to any "Premises" described and defined (a) Effective as a "Subleased Premises" on the Addendum hereto, which Landlord does not own, but leases or subleases from a Lessor (as defined in each Addendum hereto) under the terms of an existing lease or sublease (each, a "MAIN LEASE"), this Lease shall be a sublease of such Premises. Each such Premises constitutes all or a portion of the Demised Premises (as defined in each Addendum attached hereto) leased by LandlordEffective Date, as lessee or sublessee, under the terms of the applicable Main Lease. Tenant hereby assumes on and agrees to pay and perform all of the obligations of Landlord, as lessee or sub-lessee, under the Main Leases; PROVIDED, HOWEVER, Tenant shall not be bound by those provisions of a Main Lease which may be specifically excepted in the "Special Provisions" section of the Addendum related to such Main Lease, if applicable. Tenant has received and reviewed, or shall receive and review, as appropriate, a copy of each Main Lease prior to the execution of the applicable Addendum hereto relating to such Main Lease. Tenant shall not commit or permit to be committed on any of the Premises which are subject to a Main Lease any act or omission which would violate any term or condition of the Main Lease covering such Premises. All of the terms and conditions contained in of the Main Leases Lease which shall, subject to subparagraphs (e) and (f) below, apply with equal force to Sublandlord’ s and Subtenant’s rights and obligations hereunder, Sublandlord hereby leases to Subtenant and Subtenant hereby leases from Sublandlord the Data Center Premises for the term, at the rental, and upon all of the conditions set forth herein. From and after the Effective Date, Subtenant shall comply, subject to subparagraph (e) below, with respect to the Data Center Premises, with all of its obligations under the Lease with respect to the Leased Premises, including without limitation pursuant to paragraph 3 of the Third Amendment, except that Expense Rent for the Data Center Premises covered thereby are incorporated herein shall be payable in accordance with subparagraph (b) below. (b) Subtenant shall pay to Sublandlord, monthly in advance commencing on the Effective Date, as terms and conditions Expense Rent for the Data Center Premises, the amount of this $15,167 per month, which amount is calculated as set forth in Exhibit “B” hereto. (c) The Term of the Sublease with respect to the Data Center Premises shall be co-terminous with the Lease Term; provided, however, upon written notice from Subtenant given to Sublandlord, if at all, at least ninety (with each reference therein 90) days prior to lessor and lesseeSubtenant’s desired termination date or from Sublandlord to Subtenant given, however denominatedif at all, at least eleven (11) months prior to Sublandlord’s desired termination date (in whichever case, a “Termination Notice”), either party may terminate the Sublease as of the date specified in the Termination Notice (which date, if Subtenant delivers the Termination Notice, must be at least ninety (90) days after such Termination Notice is given and, if Sublandlord delivers the Termination Notice, must be at least eleven (11) months after the Termination Notice is given, in order for such Termination Notice to be deemed effective); provided, however, the Sublease shall terminate upon any termination of Sublandlord’s lease with Master Landlord respect to refer to Landlord and Tenantthe Data Center Premises (the “Master Lease”). In the event of any conflict or dispute with regard If a Termination Notice is timely and properly given pursuant to the rights or obligations immediately preceding sentence (it being acknowledged and agreed that Subtenant may deliver a Termination Notice after Sublandlord delivers a Termination Notice, in which case Subtenant’s Termination Notice shall control if the date specified for termination therein is earlier than the date specified in Sublandlord’ s Termination Notice), then the Sublease shall terminate at 11:59 p.m. on the day specified in Subtenant’s Termination Notice. Upon any early termination of Landlord and Tenant under or arising out the Sublease pursuant to this subparagraph, the same shall be surrendered on the early termination date in the same condition in which Subtenant is required to surrender the Leased Premises pursuant to Section 2.5 of this Lease and under the terms of any Main Lease, except that Subtenant shall not be required to repair or replace any stained or damaged ceiling tiles, wall coverings and floor coverings, unless such stain or damage to ceiling tiles, wall coverings or floor coverings were the terms and provisions result solely of this Lease shall control. Subtenant’s activities in the Data Center Premises or were caused by the removal of Subtenant’s equipment, trade fixtures, furniture, supplies, wall decorations and/or other personal property. (d) Notwithstanding anything to the contrary contained herein, if Subtenant uses the Data Center Premises or fails to perform its obligations hereunder in any manner which would permit Master Landlord to charge Sublandlord any additional sums pursuant to the Master Lease, then Subtenant shall pay such additional charges directly to Sublandlord upon receipt of written notice thereof from Sublandlord and such additional charges shall be deemed Additional Rent. (e) The provisions of Sections 1.1(w) and (y), 2.6, 5.3 and 9.2(a) and Article 16 of and Exhibit B (other than Exhibit A to the Fourth Amendment) to the Original Lease, the first sentences of Sections 2.3, 4.5, 4.10(e) of the Original Lease, the First Amendment, paragraph 2 of the Second Amendment, paragraph 4 of the Third Amendment and the Fifth Amendment shall have no application to the Sublease and/or the Data Center Premises. The following terms as used in the event of any termination or any expiration of a Main Lease, howsoever brought about, Lease shall have the meanings set forth below with respect to this Sublease: (i) “Premises” and/or “Leased Premises” (and any references thereto in the Base Rent (hereinafter definedLease) shall be reduced by means the Base Rent Component (hereinafter defined) attributable to the Premises covered thereby, (ii) this Lease shall terminate with respect to the Premises covered thereby, and (iii) neither Landlord nor Tenant shall have any further rights or obligations under this Lease with respect thereto (except with respect to any rights or obligations accrued as of the date of such expiration or termination, and except for any claim for damages where the expiration or termination of the Main Lease was caused by the failure of Landlord or Tenant to pay or perform their respective obligations in regards to such Main Lease, or this Lease, all of which accrued rights and obligations and damage claims shall survive termination of this Lease with respect to such Data Center Premises).;

Subleased Premises. With respect Sublessor hereby subleases to Sublessee and Sublessee hereby rents from Sublessor the Premises. On and after May 1, 2002 (or such earlier date as provided herein or otherwise agreed to in writing by the Parties), Sublessee also rents from Sublessor the ACC Sublease Premises which shall also be included in the Premises. Sublessor shall not be responsible for any "Premises" described delays in delivering possession of the ACC Sublease Premises to Sublessee so long as it uses reasonable steps to deliver possession to Sublessee as soon as possible after May 1, 2002. In the event that Sublessor is unable, notwithstanding its reasonable steps, to deliver possession of the ACC Sublease Premises to Sublessee on May 1, 2002, Sublessee's obligations to pay Base Rent (as set forth below) and defined as a "Subleased Premises" on the Addendum hereto, which Landlord does not own, but leases or subleases from a Lessor other Rent (as defined below) which is attributable to the ACC Sublease Premises shall be suspended until Sublessor is able to deliver possession of the ACC Sublease Premises. In other words, until Sublessor is able to deliver possession of the ACC Sublease Premises, Sublessee shall pay only Eighty-Nine and 03/100 percent (89.03%) of the Base Rent for the applicable period(s) set forth below in each Addendum heretosection 2.1 plus those costs for Additional Rent set forth in section 2.2 (in lieu of section 2.3) below, in addition to its other obligations under the Sublease. None of the Existing ACC Sublease provisions shall apply to this Sublease. Notwithstanding the provisions of this section 1.1 above, in the event that the Existing ACC Sublease is terminated prior to May 1, 2002, then so long as Sublessee is not then in default under the terms of an existing lease or sublease (eachthis Sublease, a "MAIN LEASE"), this Lease and no event shall have occurred and be a sublease of such Premises. Each such Premises constitutes all or a portion of the Demised Premises (as defined in each Addendum attached hereto) leased by Landlord, as lessee or sublesseecontinuing which, under the terms of this Sublease would constitute a default under the applicable Main Lease. Tenant hereby assumes and agrees to pay and perform all Sublease after the giving of notice or passage of time, or both, Sublessee shall begin renting the ACC Sublease Premises immediately following the termination of the obligations of Landlord, as lessee or sub-lessee, under Existing ACC Sublease and the Main Leases; PROVIDED, HOWEVER, Tenant shall not be bound vacancy by those provisions of a Main Lease which may be specifically excepted in the "Special Provisions" section ACC of the Addendum related to such Main Lease, if applicable. Tenant has received and reviewed, or shall receive and review, as appropriate, a copy of each Main Lease prior to the execution of the applicable Addendum hereto relating to such Main Lease. Tenant shall not commit or permit to be committed on any of the Premises which are subject to a Main Lease any act or omission which would violate any term or condition of the Main Lease covering such ACC Sublease Premises. All of the terms and conditions contained in the Main Leases with respect to the Premises covered thereby are incorporated herein as terms and conditions of this Lease (with each reference therein to lessor and lessee, however denominated, to be deemed to refer to Landlord and Tenant). In the event of any conflict or dispute with regard to such early renting by Sublessee of the rights or obligations of Landlord ACC Sublease Premises, then from and Tenant under or arising out of this Lease and under the terms of any Main Lease, the terms and provisions of this Lease shall control. Notwithstanding anything to the contrary contained herein, in the event of any termination or any expiration of a Main Lease, howsoever brought about, (i) the Base Rent (hereinafter defined) shall be reduced by the Base Rent Component (hereinafter defined) attributable to the Premises covered thereby, (ii) this Lease shall terminate with respect to the Premises covered thereby, and (iii) neither Landlord nor Tenant shall have any further rights or obligations under this Lease with respect thereto (except with respect to any rights or obligations accrued as of after the date of such expiration or terminationearly renting, in addition to all of Sublessee's obligations under the Sublease, the Additional Rent shall be payable by Sublessee in accordance with section 2.3 below, and except for any claim for damages where the expiration or termination of monthly Base Rent set forth in section 2.1 shall be modified in accordance with the Main Lease was caused by the failure of Landlord or Tenant to pay or perform their respective obligations in regards to such Main Lease, or this Lease, all of which accrued rights and obligations and damage claims shall survive termination of this Lease with respect to such Premises).following schedule: Starting Ending Monthly Date Date Base Rent ----------- ----------- ------------ 02/01/99 01/31/2000 $90,915.00 02/01/2000 01/31/2001 $95,700.00 02/01/2001 01/31/2002 $100,485.00 02/01/2002 01/31/2003 $105,270.00 02/01/2003 01/31/2004 $110,055.00 02/01/2004 05/31/2004 $115,797.00

Subleased Premises. With respect Sublandlord leases to any "Premises" described Subtenant and defined as a "Subtenant leases from Sublandlord the Subleased Premises" on the Addendum hereto, which Landlord does not own, but leases or subleases from a Lessor (as defined in each Addendum hereto) under the terms of an existing lease or sublease (each, a "MAIN LEASE"), this Lease shall be a sublease of such Premises. Each such Premises constitutes all or a portion of the Demised Premises (as defined in each Addendum attached hereto) leased by Landlord, as lessee or sublessee, under the terms of the applicable Main Lease. Tenant hereby assumes and agrees to pay and perform upon all of the obligations of Landlordterms, as lessee or sub-lessee, under the Main Leases; PROVIDED, HOWEVER, Tenant shall not be bound by those provisions of a Main Lease which may be specifically excepted in the "Special Provisions" section of the Addendum related to such Main Lease, if applicable. Tenant has received and reviewed, or shall receive and review, as appropriate, a copy of each Main Lease prior to the execution of the applicable Addendum hereto relating to such Main Lease. Tenant shall not commit or permit to be committed on any of the Premises which are subject to a Main Lease any act or omission which would violate any term or condition of the Main Lease covering such Premises. All of the terms covenants and conditions contained in this Sublease. The Subleased Premises consist of all of the Main Leases premises leased to Sublandlord under the Master Lease as follows: an approximately 31,266 (+/-) square foot two-story building located at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, XX together with the parking, sidewalks, driveways and landscaped areas appurtenant thereto. Sublandlord shall deliver the Subleased Premises in the configuration shown on Exhibit B attached hereto; provided however, at Subtenant's request (and without cost to Subtenant), the carpet and the drop-ceiling shall not be installed until improvements to be constructed by, or at the direction of, Subtenant are substantially completed. Tenant acknowledges that it has had an opportunity to conduct, and has conducted, such inspections of the Subleased Premises as it deems necessary to evaluate its condition. Tenant agrees to accept possession of the Subleased Premises in its then existing condition, "as is, where is, with all faults", subject to the rights of the "Tenant" under the last paragraph of Section 48 of the Master Lease, which rights shall be enforced jointly by Subtenant and Sublandlord, as necessary. Notwithstanding the foregoing to the contrary, Sublandlord's obligations with respect to the correction of defects and "punch list" items shall be limited to using reasonable efforts to cause Landlord to repair and/or complete such items. Sublandlord hereby assigns to Subtenant during the Term the right to enforce any warranties in effect with respect to the Subleased Premises covered thereby are incorporated herein as terms to the extent such warranties would reduce Subtenant's obligations hereunder and conditions of shall cooperate with Subtenant in entering into any such warranties except that the Sublandlord shall not be required to incur any expenses in this Lease (with each reference therein regard. Subtenant acknowledges that Sublandlord has not made any representation or warranty to lessor and lessee, however denominated, to be deemed to refer to Landlord and Tenant). In the event of any conflict or dispute Subtenant with regard to the rights or obligations of Landlord and Tenant under or arising out of this Lease and under the terms of any Main LeaseSubleased Premises including, without limitation, the terms and provisions of this Lease shall control. Notwithstanding anything to the contrary contained herein, in the event of any termination or any expiration of a Main Lease, howsoever brought about, (i) the Base Rent (hereinafter defined) shall be reduced by the Base Rent Component (hereinafter defined) attributable to the Premises covered thereby, (ii) this Lease shall terminate with respect to the Premises covered thereby, and (iii) neither Landlord nor Tenant shall have any further rights or obligations under this Lease with respect thereto (except with respect to any rights or obligations accrued as suitability of the date Subleased Premises for the conduct of such expiration or terminationSubtenant's business, the physical, environmental and except for any claim for damages where economic condition and the expiration or termination compliance of the Main Lease was caused by the failure of Landlord or Tenant to pay or perform their respective obligations in regards to such Main Lease, or this Lease, all of which accrued rights and obligations and damage claims shall survive termination of this Lease Subleased Premises with respect to such Premises)applicable legal requirements except as otherwise expressly provided herein.

Subleased Premises. With respect Tenant intends to any "Premises" described and defined as enter into a "sublease (the “Sublease”) with Central Industrial Supply Company (“CIS”), for that certain premises located 00 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx (the “Subleased Premises" on the Addendum hereto”), which Landlord does not own, but leases or subleases from a Lessor (as defined in each Addendum hereto) under such Subleased Premises is adjacent to the terms of an existing lease or sublease (each, a "MAIN LEASE"), this Lease shall be a sublease of such Premises. Each such Premises constitutes all or a portion of the Demised Premises (as defined in each Addendum attached hereto) leased by Landlord, as lessee or sublessee, under Provided the terms of the applicable Main Lease. Tenant hereby assumes Sublease require that Tenant, as subtenant under the Sublease, will pay the rent under the Sublease in the amounts set forth in that certain Standard Industrial Lease dated August 16, 2006 by and agrees to pay and perform all of the obligations of between Landlord, as lessee or sub-lesseelandlord, and CIS, as tenant (the “CIS Lease”), Landlord will agree that in the event Landlord elects to terminate the CIS Lease due to a default by CIS prior to the termination of the Sublease, the Sublease shall not terminate (even if the Sublease term has not commenced pursuant to the terms of the Sublease) and Tenant, as subtenant under the Main Leases; PROVIDEDSublease, HOWEVERshall attorn to Landlord and recognize Landlord as the sublandlord under the Sublease, Tenant upon the terms and conditions and at the rental rate specified in the Sublease, and for the then remaining term of the Sublease, except that Landlord shall not be bound by those provisions of a Main Lease which may be specifically excepted in the "Special Provisions" section any provision of the Addendum related Sublease which in any way increases Landlord’s duties, obligations or liabilities to such Main Lease, if applicable. Tenant has received and reviewed, or shall receive and reviewTenant, as appropriatesublesee, a copy of each Main beyond those owed to CIS under the CIS Lease. If the CIS Lease is terminated after the Sublease has been executed but prior to the execution commencement date of the applicable Addendum hereto relating to such Main Sublease term, Landlord will agree that (i) the Sublease term shall commence upon the termination of the CIS Lease (the “Early Sublease Commencement Date”) and that Tenant, as subtenant, shall commence paying rent under the Sublease (at the rates set forth in the CIS Lease. Tenant ) upon the Early Sublease Commencement Date, and (ii) Tenant, as subtenant, shall not commit or permit be responsible for any amounts due under the CIS Lease and unpaid by CIS for periods prior to be committed on any the Early Sublease Commencement Date. The foregoing provisions of this paragraph shall apply notwithstanding that, as a matter of law, the Sublease may otherwise terminate upon the termination of the Premises which are subject to a Main Lease any act or omission which would violate any term or condition of the Main Lease covering such Premises. All of the terms and conditions contained in the Main Leases with respect to the Premises covered thereby are incorporated herein as terms and conditions of this Lease (with each reference therein to lessor and lessee, however denominated, to be deemed to refer to Landlord and Tenant)CIS Lease. In the event of any conflict or dispute with regard to the rights or obligations of such an attornment, Landlord and Tenant under or arising out of this Lease and under the terms of any Main Lease, the terms and provisions of this Lease shall control. Notwithstanding anything to the contrary contained herein, in the event of any termination or any expiration of a Main Lease, howsoever brought about, not (i) be liable to Tenant, as sublessee, for any act, omission or breach of the Base Rent (hereinafter defined) shall be reduced Sublease by the Base Rent Component (hereinafter defined) attributable to the Premises covered therebyCIS, (ii) this Lease shall terminate with respect be subject to the Premises covered therebyany offsets or defenses which Tenant, and as sublessee, might have against CIS, (iii) neither be bound by any rent or additional rent which Tenant, as sublessee, might have paid in advance to CIS, (iv) be bound to honor any rights of Tenant, as sublessee, in any security deposit made with CIS except to the extent CIS has turned over such security deposit to Landlord. Landlord nor Tenant shall have any further rights or obligations under this Lease with respect thereto (except with respect the right to any rights or obligations accrued as of reasonably review and consent to the date of such expiration or termination, Sublease and except for any claim for damages where the expiration or termination of the Main Lease was caused to require Tenant and CIS to enter into a consent form provided by the failure of Landlord or Tenant to pay or perform their respective obligations in regards to such Main Lease, or this Lease, all of which accrued rights and obligations and damage claims shall survive termination of this Lease with respect to such Premises)Landlord.

Subleased Premises. With respect (a) Subject to any "Premises" described the written consent of Prime Landlord, Sublandlord hereby subleases to Subtenant, and defined as a "Subtenant hereby subleases from Sublandlord, the Subleased Premises" on . Additionally, Subtenant is hereby granted the Addendum heretononexclusive right to use the common areas of the Building to the extent of Sublandlord’s rights to use of the same pursuant to the Prime Lease, which Landlord does not ownin common with other tenants in the Building (collectively, but leases or subleases from a Lessor the “Common Areas”), each throughout the Term (as defined in each Addendum heretoSection 3). Subtenant covenants that its use of the Subleased Premises and Common Areas shall at all times comply with any and all terms, conditions and provisions of the Prime Lease and with any rules and regulations established by Prime Landlord and Sublandlord from time to time pursuant to the Prime Lease. The Subleased Premises shall not be subject to measurement or adjustment during the Term except due to physical changes to the square footage (e.g. due to casualty or condemnation). (b) under the terms Sublandlord and Subtenant acknowledge and agree that Subtenant is currently a licensee of an existing lease or sublease (each, a "MAIN LEASE"), this Lease shall be a sublease of such Premises. Each such Premises constitutes all or a portion of the Demised Subleased Premises (as defined in each Addendum attached hereto) leased by Landlordpursuant to the License, as lessee or sublessee, under the terms and has therefore examined such portion of the applicable Main LeaseSubleased Premises and is familiar with the same. Tenant hereby assumes Sublandlord shall deliver, and agrees to pay Subtenant shall accept, the Subleased Premises, upon and perform all of the obligations of Landlord, as lessee or sub-lessee, under the Main Leases; PROVIDED, HOWEVER, Tenant shall not be bound by those provisions of a Main Lease which may be specifically excepted in the "Special Provisions" section of the Addendum related to such Main Lease, if applicable. Tenant has received and reviewed, or shall receive and review, as appropriate, a copy of each Main Lease prior to the execution of the applicable Addendum hereto relating to such Main Lease. Tenant shall not commit or permit to be committed on any of the Premises which are subject to a Main Lease any act or omission which would violate any term or condition of the Main Lease covering such Premises. All of the terms and conditions contained herein set forth, and otherwise in the Main Leases its “AS IS, WHERE IS AND WITH ALL FAULTS” condition. Except as otherwise provided in this Sublease, Subtenant hereby waives all warranties, whether express or implied (including warranties of merchantability or fitness for a particular purpose), with respect to the Subleased Premises covered thereby or any furniture, fixtures and equipment located therein. (c) Subtenant acknowledges and agrees that no representations or warranties, express or implied, have been made by or on behalf of the Sublandlord with respect to the condition of the Subleased Premises, compliance with any Laws, statutes, or regulations, including, but not limited to, the Americans with Disabilities Act of 1991, 42 USC § 1201 et seq. and all regulations applicable thereto promulgated as of the date hereof (collectively “ADA”), or the use or occupation that may be made thereof, all of which are incorporated herein as hereby expressly disclaimed by Sublandlord and waived by Subtenant, and that Sublandlord shall in no event whatsoever be liable for any latent defects in the Subleased Premises or in the furniture, furnishings, fixtures, or equipment therein. Sublandlord have no obligation for completing any alterations, improvements, repairs or decorations to all or any portion of the Subleased Premises, or provide an allowance for the same or any other reason, either prior to the Commencement Date or during the term of this Sublease, or any extension thereof. (d) Provided that Subtenant is not in default of this Sublease beyond any applicable notice and cure periods, Subtenant shall peaceably and quietly hold and enjoy the Subleased Premises for the Term, without hindrance from Sublandlord or any party claiming by, through, or under Sublandlord, subject to the terms and conditions of this Lease Sublease and the underlying Prime Lease, where applicable. (with each reference therein to lessor and lessee, however denominated, to be deemed to refer to Landlord and Tenant). In the event of any conflict or dispute with regard e) The parties agree to the rights or obligations following allocation of Landlord and Tenant under or arising out risk with respect to their use of this Lease and under the terms of any Main Lease, the terms and provisions of this Lease shall control. Shared Areas: (i) Notwithstanding anything to the contrary contained herein, in the event of any termination or any expiration of a Main Lease, howsoever brought aboutSublease, (i) the Base Rent (hereinafter defined) Subtenant shall be reduced responsible for, and shall indemnify, defend and hold Sublandlord harmless against any damage, injury, or claims caused by or attributable to Subtenant, its agents, employees, representatives, or contractors in the Base Rent Component Shared Area, and (hereinafter definedii) Sublandlord shall be responsible for, and shall indemnify, defend and hold Subtenant harmless against any damage, injury, or claims caused by or attributable to Sublandlord, its agents, employees, representatives, or contractors in the Shared Area. (ii) In the event of damage, injury, or claims arising from circumstances where both Subtenant and Sublandlord, or their respective agents, employees, representatives, or contractors, are found to be contributory, liability shall be allocated between Subtenant and Sublandlord on a proportionate basis, reflective of each party's contribution to the fault as determined by a mutually agreed upon mediator, or, absent such agreement, by a court of competent jurisdiction. Both parties agree to negotiate in good faith to establish the degree of fault and corresponding liability. (iii) Subtenant’s obligation to decommission the Subleased Premises in accordance with the requirements of the Prime Lease shall not be deemed to require Subtenant to perform decommissioning work on the Shared Area. (iv) Subtenant’s obligation to repair and maintain the Subleased Premises in accordance with the terms and conditions of the Prime Lease attributable to the Subleased Premises covered therebyshall not be deemed to require Subtenant to repair or maintain the Shared Area, (ii) this Lease shall terminate with respect except to the Premises covered therebyextent of damage caused by Subtenant or its agents, employees, representatives, or contractors, and (iii) neither Landlord nor Tenant shall have any further rights or obligations under this Lease with respect thereto (except with respect to any rights or obligations accrued as provided that Subtenant pays Subtenant’s proportionate shares of the date Pass Through Costs for the cost of such expiration or termination, and except janitorial services for any claim for damages where the expiration or termination of the Main Lease was caused by the failure of Landlord or Tenant to pay or perform their respective obligations in regards to such Main Lease, or this Lease, all of which accrued rights and obligations and damage claims shall survive termination of this Lease with respect to such Premises).Shared Space as reflected on Exhibit C.

Subleased Premises. With respect Subject to any "Premises" described the terms of this Sublease, Sublandlord hereby subleases to Subtenant, and defined as a "Subleased Premises" on the Addendum hereto, which Landlord does not own, but leases or Subtenant hereby subleases from a Lessor Sublandlord the Premises in its entirety, together with the right to exercise, in common with Sublandlord and others entitled thereto, Sublandlord’s right to use the Common Areas (as defined in each Addendum heretothe Master Lease) of the Building and the Project under the terms of an existing lease Master Lease necessary or sublease (each, a "MAIN LEASE"), this Lease shall be a sublease of such Premises. Each such Premises constitutes all or a portion appropriate to Subtenant’s use of the Demised Premises (as defined in each Addendum attached hereto) leased by LandlordSubleased Premises, as lessee or sublessee, under subject to the terms of the applicable Main LeaseMaster Lease and any rules and regulations established from time to time by Master Landlord with respect to the use of such Common Areas. Tenant hereby assumes The parties hereto agree that the sublease of the Subleased Premises is upon and agrees subject to pay the terms, covenants and conditions herein set forth, and Subtenant covenants as a material part of the consideration for this Sublease to keep and perform each and all of such terms, covenants and conditions by it to be kept and performed and that this Sublease is made upon the condition of such performance. Sublandlord shall observe and perform for the benefit of Subtenant all of the obligations of Landlord, as lessee or sub-lessee, “Tenant” under the Main Leases; PROVIDEDMaster Lease which are necessary and required to give Subtenant the benefits and rights provided by this Sublease, HOWEVERand which are not Subtenant’s obligations hereunder. Except as specifically set forth in this Sublease, Tenant Sublandlord shall not be bound by those provisions of a Main Lease which may be specifically excepted in obligated to provide or pay for any improvement work or services related to the "Special Provisions" section improvement of the Addendum related to such Main Lease, if applicableSubleased Premises. Tenant Subtenant also acknowledges that neither Sublandlord nor any agent of Sublandlord has received and reviewed, made any representation or shall receive and review, as appropriate, a copy of each Main Lease prior to warranty regarding the execution of the applicable Addendum hereto relating to such Main Lease. Tenant shall not commit or permit to be committed on any of the Premises which are subject to a Main Lease any act or omission which would violate any term or condition of the Main Lease covering such Subleased Premises. All of , the terms and conditions contained in Building or the Main Leases Project or with respect to the suitability of any of the foregoing for the conduct of Subtenant’s business, except as specifically set forth in this Sublease. The square footage of the Premises covered thereby are incorporated herein as terms and conditions will not be re-measured at any time during the term of this Lease (with each reference therein to lessor and lessee, however denominated, to be deemed to refer to Landlord and Tenant). In the event of any conflict or dispute with regard to the rights or obligations of Landlord and Tenant under or arising out of this Lease and under the terms of any Main Lease, the terms and provisions of this Lease shall control. Notwithstanding anything to the contrary contained herein, in the event of any termination or any expiration of a Main Lease, howsoever brought about, (i) the Base Rent (hereinafter defined) shall be reduced by the Base Rent Component (hereinafter defined) attributable to the Premises covered thereby, (ii) this Lease shall terminate with respect to the Premises covered thereby, and (iii) neither Landlord nor Tenant shall have any further rights or obligations under this Lease with respect thereto (except with respect to any rights or obligations accrued as of the date of such expiration or termination, and except for any claim for damages where the expiration or termination of the Main Lease was caused by the failure of Landlord or Tenant to pay or perform their respective obligations in regards to such Main Lease, or this Lease, all of which accrued rights and obligations and damage claims shall survive termination of this Lease with respect to such Premises)Sublease.

Subleased Premises. With respect In the event that the Master Lease is terminated at any time during the Term hereof for any reason other than a default due to any "Premises" described the acts or omissions of Tenant, as sublessee thereunder, and defined as a "such termination occurs when Tenant occupies the Subleased Premises" on Premises pursuant to the Addendum heretoSublease, in order to assure Tenant of the continuation of its use and occupancy of the Subleased Premises without interruption, Landlord hereby grants to Tenant an option to add the Subleased Premises to the Lease hereunder, upon the terms and conditions set forth in this Section and in the Consent. The provisions of this Section 7(a) supplement and are intended to be in addition to the rights granted to Tenant in the Consent. Landlord shall give written notice to Tenant within seven (7) business days after Landlord sends to Sublessor, or receives from Sublessor, written notice that the Master Lease is terminated, or being terminated, and that the termination date will occur prior to the expiration of the current term of the Sublease. Tenant shall have ten (10) business days following its receipt of such written notice from Landlord within which to exercise the expansion option granted by this Section. In the event Tenant exercises its expansion option granted pursuant to this Section to add the Subleased Premises to the Leased Premises governed by the Lease, then Tenant and Landlord does not own, but leases or subleases from a Lessor (as defined shall negotiate in each Addendum hereto) under good faith to agree to the terms of an existing lease or sublease amendment to the Lease (each, a "MAIN LEASE"), this the “Lease shall be a sublease of such Premises. Each such Premises constitutes all or a portion of the Demised Premises (as defined in each Addendum attached heretoAmendment”) leased by Landlord, as lessee or sublessee, under consistent with the terms of this Section. The Lease Amendment shall provide, among other provisions, that (1) the applicable Main Lease. Tenant hereby assumes and agrees Subleased Premises shall be added to pay and perform all of the obligations of Landlord, as lessee or sub-lessee, “Leased Premises” under the Main Leases; PROVIDED, HOWEVER, Tenant shall not be bound by those provisions of a Main Lease which may be specifically excepted in the "Special Provisions" section of the Addendum related to such Main Lease, if applicable. Tenant has received and reviewed, or shall receive and review, as appropriate, a copy of each Main Lease prior to the execution of the applicable Addendum hereto relating to such Main Lease. Tenant shall not commit or permit to be committed on any of the Premises which are subject to a Main Lease any act or omission which would violate any term or condition of the Main Lease covering such Premises. All upon all of the terms and conditions contained outlined in the Main Leases with respect Lease applicable to the Premises covered thereby are incorporated herein Leased Premises, including rental rates, (2) the Base Rent, at the amount per rentable square foot as set forth in this Fourth Amendment, as applicable during such 10 O1037432.2 5/9/2014 lease year, (3) Tenant and Landlord reaffirm all other terms and conditions of set forth in the Lease, as amended by this Lease (with each reference therein to lessor and lessee, however denominatedFourth Amendment, to be deemed to refer to Landlord and Tenant). In the event of any conflict or dispute with regard apply to the rights or obligations Subleased Premises, with the exception of the provisions set forth in Section 4 above related to the Tenant Maintenance Services, (3) Landlord shall have a relocation right for the Subleased Premises, to allow Landlord to change the location of the Subleased Premises within Building III, subject to the provisions contained herein and (4) Tenant will be provided with the same parking spaces as granted to Tenant under or arising out of this the Sublease. The parties shall enter into the Lease and under the terms of any Main Lease, the terms and provisions of this Lease shall control. Notwithstanding anything Amendment prior to the contrary contained hereindate of termination of the Master Lease. With respect to such relocation, in such Lease Amendment shall provide for the event of any termination or any expiration of a Main Lease, howsoever brought about, following: (i) The premises to which Tenant shall be relocated (“Substitute Premises”) shall be within Building III, in a size and configuration comparable to the Subleased Premises; (ii) Prior to the obligation of Tenant to relocate to the Substitute Premises, the Landlord shall construct such tenant improvements, at Landlord’s sole cost and expense, as are necessary to render the Substitute Premises in the same or comparable condition as the Subleased Premises; (iii) Landlord shall pay all reasonable costs associated with such relocation, including, without limitation, all cost of the physical relocation of the Subleased Premises and new promotional materials, business cards, letterhead, signage and other business related materials that reference the suite number and the cost of moving any phone and computers and installing related cabling; and (iv) An appropriate adjustment in the Base Rent and Tenant’s Pro Rata Share of any Operating Expenses based upon any variance in the size of the Substitute Premises (hereinafter defined) but not the rate on a per square foot basis), but in no event shall Tenant be reduced by obligated to pay any rent or Operating Expenses in excess of the Base Rent Component (hereinafter defined) attributable amount Tenant pays under the Lease for the Subleased Premises. Tenant’s right to exercise this option is conditioned upon Tenant not being in default of the Premises covered thereby, (ii) this Lease shall terminate with respect to the Premises covered thereby, and (iii) neither Landlord nor Tenant shall have any further rights time of exercise or obligations under this Lease with respect thereto (except with respect to any rights or obligations accrued as of the date upon which the Subleased Premises is added to the Lease. It is expressly understood and agreed that the option granted to Tenant under this subsection 7(a) shall apply only if and when the existing lease rights of such expiration or termination, and except for any claim for damages where Metavante Corporation (“Metavante”) cease in Building III in a manner which results in the expiration or termination loss of the Main Lease was caused by the failure of Landlord or Tenant to pay or perform their respective obligations Tenant’s possessory rights in regards to such Main Lease, or this Lease, all of which accrued rights and obligations and damage claims shall survive termination of this Lease with respect to such Premises)Building III.