Common use of Termination of Master Lease Clause in Contracts

Termination of Master Lease. If for any reason the term of the Master Lease is terminated prior to the Expiration Date of this Sublease, this Sublease shall thereupon terminate and Sublandlord shall not be liable to Subtenant by reason thereof for damages or otherwise unless and to the extent such termination is due to Sublandlord’s default under this Sublease (including, without limitation, a default under Section 9.1.4). In the event of any such early termination, Sublandlord shall return to Subtenant that portion of any rent paid in advance by Subtenant, if any, which is applicable to the period following the date of such termination. Notwithstanding the foregoing, so long as Subtenant is not in default after the expiration of applicable notice and cure periods hereunder, Sublandlord agrees that, except in the event of a casualty or condemnation where Sublandlord is entitled under this Sublease to terminate the Master Lease with respect to the Premises, Sublandlord shall not voluntarily terminate the Master Lease with respect to the Premises without Subtenant’s consent, in its sole discretion, unless Master Landlord agrees to recognize this Sublease as a direct agreement with Subtenant upon substantially the same terms set forth in this Sublease, or Subtenant otherwise has the right to continue to occupy the Premises pursuant to a direct agreement with Master Landlord upon terms satisfactory to Subtenant, in its sole discretion. Nothing herein shall prevent Sublandlord from terminating the Master Lease with respect to spaces other than the Premises leased by Sublandlord thereunder. Sublandlord agrees not to modify the Master Lease in any manner that affects the Premises or Subtenant’s rights or obligations under the Master Lease, without obtaining Subtenant’s prior written consent, to be provided in Subtenant’s sole discretion.

Termination of Master Lease. If for any reason the term of the Master Lease is terminated prior to the Expiration Date of this Sublease, this Sublease shall thereupon terminate Sublandlord hereby acknowledges and Sublandlord shall not be liable to Subtenant by reason thereof for damages or otherwise unless and to the extent such termination is due to Sublandlord’s default under this Sublease (including, without limitation, a default under Section 9.1.4). In the event of any such early termination, Sublandlord shall return to Subtenant agrees that portion of any rent paid in advance by Subtenant, if any, which is applicable to the period following the date of such termination. Notwithstanding the foregoing, so long as Subtenant is not in default after the expiration of applicable notice and cure periods hereunder, Sublandlord agrees that, except in the event of a casualty or condemnation where Sublandlord is entitled under this Sublease to terminate the Master Lease with respect to the Premises, Sublandlord it shall not voluntarily terminate the Master Lease with respect to without the Premises without prior written consent of Subtenant’s consent, in its sole discretion, unless Master Landlord agrees to recognize this Sublease as a direct agreement with Subtenant upon substantially the same terms set forth in this Sublease, or Subtenant otherwise has the right to continue to occupy the Premises pursuant to a direct agreement with Master Landlord upon terms satisfactory to Subtenant, in its sole discretion. Nothing herein shall prevent Sublandlord from terminating If for any reason the Master Lease with respect shall terminate prior to spaces other than the Premises leased Expiration Date, this Sublease shall thereupon be terminated unless Landlord elects to cause Subtenant to attorn to Landlord. In consideration of the foregoing, Sublandlord agrees, as a courtesy to Subtenant to request from Landlord a non-disturbance agreement in favor of Subtenant that provides that: (i) upon a default by Sublandlord thereunder. Sublandlord agrees not to modify the Master Lease in any manner that affects the Premises or Subtenant’s rights or obligations under the Master Lease, without obtaining this Sublease shall not be terminated by Landlord or affected by such default, (ii) this Sublease shall continue in full force and effect, and (iii) provided Subtenant is not in default of this Sublease, Subtenant’s prior written consent, to occupancy of the Premises shall not be provided in Subtenantaffected or disturbed by Landlord notwithstanding any termination of the Master Lease. Subtenant and Sublandlord acknowledge and agree that (A) the effectiveness of this Sublease is not conditioned or contingent upon Sublandlord’s sole discretionobtaining such non-disturbance and (B) Subtenant shall reimburse Sublandlord for the costs of obtaining and negotiating any non-disturbance agreement for the benefit of Subtenant including any costs passed through by Landlord and reasonable attorneys’ fees of Landlord.

Termination of Master Lease. If for any reason the term of the Master Lease is terminated prior to the Expiration Date of this Sublease, this Sublease shall thereupon terminate and Sublandlord shall not be liable to Subtenant by reason thereof for damages or otherwise unless and to the extent (except where such termination is due to Sublandlord’s default under this Sublease (including, without limitation, results from a default under Section 9.1.4). In the event Master Lease by Sublandlord through no fault of any such early termination, Subtenant or is otherwise a breach of the terms of this Sublease by Sublandlord) except that Sublandlord shall return to Subtenant that portion of any rent Rent paid in advance by Subtenant, if any, which is applicable to the period following the date of such terminationtermination and so much of the Security Deposit as Sublandlord is obligated to return in accordance with the provisions of this Sublease. Notwithstanding the foregoing, so So long as Subtenant is not in default after the expiration of applicable notice and cure periods hereunder, Sublandlord agrees that, except in the event of a casualty or condemnation where Sublandlord is entitled complies with its obligations under this Sublease Sublease: (a) Sublandlord shall perform all of its obligations under the Master Lease not agreed to be performed by Subtenant hereunder to the extent required to keep the Master Lease in full force and effect during the Term; (b) Sublandlord shall not, without Subtenant’s prior written consent, exercise any right to terminate the Master Lease with respect to the PremisesLease, Sublandlord shall not voluntarily terminate the Master Lease with respect to the Premises without Subtenant’s consent, in its sole discretion, unless Master Landlord agrees to recognize this Sublease as a direct agreement with Subtenant upon substantially the same terms set forth in this SubleaseLease, or Subtenant otherwise has the right to continue to occupy the Premises pursuant to a direct agreement with Master Landlord upon terms satisfactory to Subtenant, in its sole discretion. Nothing herein shall prevent Sublandlord from terminating take any other action under the Master Lease with respect to spaces other than that could materially adversely affect Subtenant’s use or occupancy of the Premises leased by or materially increase Subtenant’s obligations or decrease Subtenant’s rights; and (c) Sublandlord thereunder. Sublandlord agrees shall not agree to modify any amendment of the Master Lease in any manner that affects the Premises or which would materially adversely affect Subtenant’s rights or obligations under this Sublease. Notwithstanding the foregoing, Sublandlord shall have no liability to Subtenant for its violation of the terms of this Section 9.3 if Master Lease, without obtaining Subtenant’s prior written consent, to be provided Landlord agrees that Subtenant may remain in Subtenant’s sole discretionpossession of the Premises on the same terms as this Sublease for the remainder of the Term.

Termination of Master Lease. If for any reason the term Building of the Master Lease Sublease Premises is terminated prior to the Expiration Date of this Sublease, this Sublease shall thereupon terminate damaged or destroyed and Sublandlord shall not be liable to Subtenant by reason thereof for damages Landlord or otherwise unless and to the extent such termination is due to Sublandlord’s default under this Sublease (including, without limitation, a default under Section 9.1.4). In the event of Sublessor exercises any such early termination, Sublandlord shall return to Subtenant that portion of any rent paid in advance by Subtenant, if any, which is applicable to the period following the date of such termination. Notwithstanding the foregoing, so long as Subtenant is not in default after the expiration of applicable notice and cure periods hereunder, Sublandlord agrees that, except in the event of a casualty option Landlord or condemnation where Sublandlord is entitled under this Sublease Sublessor may have to terminate the Master Lease with respect to such Building, this Sublease shall terminate as to such Building as of the Premisesdate of the termination of the Master Lease with respect to such Building; provided, Sublandlord shall however, that as long as Sublessee is not voluntarily in default under this Sublease beyond applicable notice and cure periods at the time Sublessor is permitted to exercise its option to terminate the Master Lease with respect to any Building of the Premises without Subtenant’s consentSublease Premises, in its sole discretion, unless Master Landlord agrees to recognize this Sublease as a direct agreement with Subtenant upon substantially the same terms set forth in this Sublease, or Subtenant otherwise has the right to continue to occupy the Premises pursuant to a direct agreement with Master Landlord upon terms satisfactory to Subtenant, in its sole discretion. Nothing herein Sublessor shall prevent Sublandlord from terminating not terminate the Master Lease with respect to spaces other than such Building without giving Sublessee at least fifteen (15) days advance written notice of Sublessor’s intent to so terminate (the Premises leased by Sublandlord thereunder. Sublandlord agrees not to modify the Master Lease in any manner that affects the Premises or Subtenant’s rights or obligations under the Master Lease, without “Termination Notice”) and obtaining SubtenantSublessee’s prior written consentconsent to such termination, which consent shall not be unreasonably withheld, conditioned or delayed by Sublessee (and Sublessee’s failure to respond to Sublessor’s request for consent within ten (10) days after Sublessor’s Termination Notice shall be deemed Sublessee’s consent to such termination); and further provided that if Sublessee fails to cure any monetary default or any other default which Sublessor has reasonably determined to be provided in Subtenantmaterial hereunder, and of which Sublessee has received notice on or before delivery of the Termination Notice by Sublessor, Sublessee shall be deemed to have consented to such termination regardless of whether Sublessee responds to Sublessor’s sole discretionrequest for consent. As a condition to Sublessee’s preservation of this Sublease following delivery of Sublessor’s Termination Notice, Sublessor may require Sublessee to pay for the cost of any repairs to the Tenant Improvements which are not covered by Sublessor’s insurance and to provide additional security to Sublessor to cover such cost.

Termination of Master Lease. If for any reason the term 4.1 Any termination of the Master Lease is terminated prior to for any reason shall constitute, without further act or deed, a termination of the Expiration Date of this Sublease, this provided that Landlord shall have the option, at its sole election, to: (a) elect by written notice to continue the Sublease shall thereupon terminate and Sublandlord shall not be liable to Subtenant by reason thereof for damages or otherwise unless and to the extent such termination is due to Sublandlord’s default under this Sublease (including, without limitation, a default under Section 9.1.4). In the event of any such early termination, Sublandlord shall return to Subtenant that portion of any rent paid in advance by Subtenant, if any, which is applicable to the period following the date of such termination. Notwithstanding the foregoing, so long as Subtenant is not in default after the expiration of applicable notice and cure periods hereunder, Sublandlord agrees that, except in the event of a casualty or condemnation where Sublandlord is entitled under this Sublease to terminate the Master Lease solely with respect to the PremisesSubleased Premises without any additional or further agreement of any kind on the part of Subtenant and with the same force and effect as if Landlord, Sublandlord shall not voluntarily terminate as landlord, and Subtenant, as tenant, had entered into a lease as of the effective date of such expiration, termination or surrender of the Master Lease with respect for a term equal to the Premises without Subtenant’s consentthen unexpired term of the Sublease, in its sole discretion, unless Master Landlord agrees to recognize this Sublease as a direct agreement with Subtenant upon substantially and containing the same terms set forth and conditions as those contained in the Sublease (except as specifically provided in this Agreement), in which event Landlord shall assume Tenant's obligations as sublandlord thereunder and Subtenant shall attorn to Landlord as landlord on such terms and conditions. (b) enter into a lease directly with Subtenant for the balance of the term remaining under the Sublease, for the same consideration and upon the same terms and conditions as in the Sublease. If Landlord exercises such option, Landlord and Subtenant shall enter into a new lease directly between Landlord and Subtenant upon such terms and conditions. 4.2 If Landlord elects to proceed under either Sections 4.1(a) or Subtenant otherwise has the right to continue to occupy the Premises pursuant to a direct agreement with Master Landlord upon terms satisfactory to Subtenant4.1(b) above, in its sole discretion. Nothing herein no event shall prevent Sublandlord from terminating the Master Lease with respect Landlord be: (a) bound by or liable for any rent paid by Subtenant to spaces other than the Premises leased Tenant; or any security deposit paid by Sublandlord thereunder. Sublandlord agrees Subtenant to Tenant that is not transferred to modify the Master Lease in Landlord; (b) liable for any manner that affects the Premises act or Subtenant’s rights omission of Tenant or obligations for any default of Tenant under the Master Lease, Sublease which occurred prior to Landlord's assumption; (c) subject to any defenses or offsets that Subtenant may have against Tenant which arose prior to Landlord's assumption; or (d) bound by any changes or modifications made to the Sublease without obtaining Subtenant’s prior the written consent, to be provided in Subtenant’s sole discretionconsent of Landlord.

Termination of Master Lease. If Except as hereinafter provided in this Section 12.01, if for any reason the term of the Master Lease is terminated prior to the Expiration Date of this Sublease, this Sublease shall thereupon terminate be terminated, and Sublandlord shall not be liable to Subtenant by reason thereof for damages or otherwise unless and to the extent such termination is due to Sublandlord’s default under this Sublease (including, without limitation, a default under Section 9.1.4)thereof. In the event of any such early termination, Sublandlord shall return to Subtenant that portion of any rent paid in advance by Subtenant, if any, which is applicable to the period following the date of such termination. Notwithstanding the foregoing, so long as Provided Subtenant is not in default after following notice and the expiration of any applicable notice and cure periods hereunderperiod under this Sublease, Sublandlord agrees that, except in during the event term of a casualty or condemnation where Sublandlord is entitled under this Sublease to terminate the Master Lease with respect to the Premises, that (x) Sublandlord shall not voluntarily terminate the Master Lease with respect to the Subleased Premises without Subtenant’s consent, in its sole discretion, unless prior to the Expiration Date of this Sublease except if pursuant to Articles 9 or 10 of the Master Lease and except that Sublandlord may also voluntarily terminate the Master Lease for any reason other than pursuant to Articles 9 or 10 of the Master Lease if Master Landlord agrees to recognize this Sublease as a direct agreement with lease between Master Landlord and Subtenant upon substantially pursuant to the same terms set forth in of this Sublease; (y) Sublandlord shall not commit or permit to be committed any acts which would create a default on the part of Sublandlord, or Subtenant otherwise has the right to continue to occupy the Premises pursuant to a direct agreement with Master Landlord upon terms satisfactory to Subtenantas tenant, in its sole discretion. Nothing herein shall prevent Sublandlord from terminating under the Master Lease with respect to spaces other than the Premises leased Subleased Premises, unless such default is caused by any act or omission of Subtenant or its respective agents, employees, licensees, contractors or invitees; and (z) Sublandlord thereunder. Sublandlord agrees shall not to modify or amend the Master Lease in any manner that affects so as to increase (other than to a de minimis extent) the Premises obligations of Subtenant under this Sublease or materially adversely affect Subtenant’s rights or obligations under the Master Lease, without obtaining Subtenant’s prior written consent, to be provided in Subtenant’s sole discretionleasehold interest created by this Sublease.

Termination of Master Lease. If for any reason Notwithstanding anything to the contrary in this Sublease, if the term of the Master Lease is terminated for any reason prior to the Expiration Date of this SubleaseDate, this Sublease shall thereupon terminate concurrently as between Sublandlord and Subtenant. Subtenant acknowledges that in the event of a termination of the Master Lease for any reason, including but not limited to an agreement between Sublandlord and Master Landlord terminating the Master Lease, this Sublease shall terminate and Subtenant shall remain in possession of the Premises pursuant to the Direct Lease. Upon the termination of this Sublease as between Sublandlord and Subtenant, neither Subtenant nor Sublandlord shall not have any liability to the other except (a) Sublandlord shall be liable to Subtenant if the termination of the Master Lease is caused by reason thereof a breach of Sublandlord’s obligations under this Sublease, (b) Subtenant shall be liable to Sublandlord for damages any payment under this Sublease, whether of Base Rent, Additional Rent or otherwise unless otherwise, which shall have accrued (or shall relate to the period) prior to the expiration or sooner termination of this Sublease, (c) Sublandlord shall be liable to Subtenant for any payment or refund due to Subtenant and that is applicable to the period prior to the expiration or sooner termination of this Sublease (provided that, to the extent such termination is payment or refund due to Sublandlord’s Subtenant is to be paid by Master Landlord, Sublandlord shall only be liable for delivering the payment or refund actually received from Master Landlord); and (d) if the Master Lease and/or this Sublease is terminated as a result of a breach or default by Subtenant of its obligations under this Sublease (Sublease, Subtenant shall be liable to Sublandlord for all damages suffered by Sublandlord as a result of the termination, including, without limitation, a default under Section 9.1.4). In the event of any such early termination, Sublandlord shall return to Subtenant that portion of any rent paid in advance by Subtenant, if any, which is applicable to the period following the date of such termination. Notwithstanding the foregoing, so long as Subtenant is not in default after the expiration of applicable notice and cure periods hereunder, Sublandlord agrees that, except in the event of a casualty or condemnation where Sublandlord is entitled all Rent payable under this Sublease to terminate the Master Lease with respect up to the Premises, Sublandlord shall not voluntarily terminate the Master Lease with respect to the Premises without Subtenant’s consent, in its sole discretion, unless Master Landlord agrees to recognize this Sublease as a direct agreement with Subtenant upon substantially the same terms set forth in this Sublease, or Subtenant otherwise has the right to continue to occupy the Premises pursuant to a direct agreement with Master Landlord upon terms satisfactory to Subtenant, in its sole discretion. Nothing herein shall prevent Sublandlord from terminating the Master Lease with respect to spaces other than the Premises leased by Sublandlord thereunder. Sublandlord agrees not to modify the Master Lease in any manner that affects the Premises or Subtenant’s rights or obligations under the Master Lease, without obtaining Subtenant’s prior written consent, to be provided in Subtenant’s sole discretionExpiration Date.

Termination of Master Lease. If for any reason a. Subject to the term terms of the nondisturbance agreement (if any) in the Landlord’s consent form pursuant to Section 17 of this Sublease, in the event that the Master Lease is terminated prior to shall terminate by operation of law or otherwise, or Landlord or Sublandlord as tenant under the Expiration Date of this SubleaseMaster Lease cancels or terminates the Master Lease, as expressly provided therein, or in the event that the Landlord shall terminate the Master Lease for any reason, this Sublease shall thereupon terminate automatically be canceled and terminated, and both parties hereto shall thereupon be relieved of all further liability hereunder; except the obligations which shall survive the expiration or earlier termination of this Sublease and those obligations that shall have accrued prior to the effective date of such termination. b. Notwithstanding the foregoing provisions of this Section 15, Sublandlord shall not be liable to Subtenant for any Claims incurred or suffered by reason thereof for damages or otherwise Subtenant as a result of a termination of the Master Lease as a result of (i) a voluntary termination of the Master Lease by Sublandlord unless and such termination was due to the extent such default of Landlord under the terms of the Master Lease or pursuant to a express right of termination is due to Sublandlord’s default under this Sublease (including, without limitation, a default under Section 9.1.4). In granted in the event of any such early termination, Sublandlord shall return to Subtenant that portion of any rent paid in advance by Subtenant, if any, which is applicable to the period following the date of such termination. Notwithstanding the foregoing, so long as Subtenant is not in default after the expiration of applicable notice and cure periods hereunder, Sublandlord agrees that, except Master Lease in the event of a casualty or condemnation where condemnation, (ii) an act or omission by Sublandlord (which is entitled under this Sublease not caused by Subtenant, its agents, employees, licensees, contractors or invitees) which entitles Master Landlord to terminate the Master Lease, or (iii) a default by Sublandlord under the Master Lease with respect that does not result from a violation of the terms of the Master Lease by Subtenant or a default by Subtenant under the terms of this Sublease. Sublandlord’s liability as set forth in the immediately preceding sentence shall survive the termination of this Sublease. c. Notwithstanding the foregoing provisions of this Section 15, Subtenant shall be liable to Sublandlord for any Claims incurred or suffered by Sublandlord as a result of (i) a termination of the Master Lease as a result of any act or omission of Subtenant, its employees, agents, invitees or contractors, or (ii) any breach by Subtenant in the performance of its obligations under the terms of this Sublease. Subtenant’s liability as set forth in the immediately preceding sentence shall survive the termination of this Sublease. d. Sublandlord shall fully perform all obligations of “Tenant” under the terms of the Master Lease except for such matters as shall be the obligation of Subtenant to perform pursuant to the Premisesterms of this Sublease. In addition, Sublandlord shall not voluntarily terminate agree to amend the Master Lease with respect to or the Premises without Subtenant’s consent, in its sole discretion, unless Master Landlord agrees to recognize this Sublease as a direct agreement with Subtenant upon substantially the same terms set forth in this Sublease, or Subtenant otherwise has the right to continue to occupy the Premises pursuant to a direct agreement with Master Landlord upon terms satisfactory to Subtenant, in its sole discretion. Nothing herein shall prevent Sublandlord from terminating the Master Lease with respect to spaces other than the Premises leased by Sublandlord thereunder. Sublandlord agrees not to modify the Master Ground Lease in any a manner that affects the Premises or would adversely affect Subtenant’s rights or obligations under the Master Lease, this Sublease without obtaining Subtenant’s prior written consent, to which consent may be provided withheld in Subtenant’s sole but reasonable discretion.

Termination of Master Lease. If for any reason This Sublease is, and shall at all times remain, subordinate and subject to the term of Master Lease. In the event the Master Lease is terminated prior to for any reason, then, on the Expiration Date date of such termination (regardless of whether the termination of this SubleaseSublease occurs before or after the termination of the Master Lease), this Sublease shall thereupon terminate and Sublandlord be of no further force or effect; provided, however, that on or before the effective date of such termination of the Master Lease, Subtenant shall not be liable deliver to Subtenant by reason thereof for damages or otherwise unless and Landlord an amount (the “Termination Fee”) equal to the extent such termination is due cumulative sum of the GLCR Monthly Rent that was due, payable or accrued for the entire period from the commencement of the Sublease Term up through the date Subtenant delivers said amount to Landlord (the “Payment Delivery Date”), regardless of (and without deduction for) any amounts of GLCR Monthly Rent which may been paid to Sublandlord’s default under this Sublease (including, without limitation, a default under Section 9.1.4). In the event that there is a good faith dispute between the parties regarding whether the termination of any such early termination, Sublandlord shall return to Subtenant that portion of any rent paid in advance by Subtenant, if any, which is applicable to the period following the date of such termination. Notwithstanding the foregoing, so long as Subtenant is not in default after the expiration of applicable notice and cure periods hereunder, Sublandlord agrees that, except in the event of a casualty or condemnation where Sublandlord is entitled under this Sublease to terminate the Master Lease with respect or this Sublease was permitted pursuant to the Premisesterms thereof, Sublandlord then such dispute shall not voluntarily terminate the Master Lease be satisfied by arbitration in accordance with respect to the Premises without Subtenant’s consent, in its sole discretion, unless Master Landlord agrees to recognize this Sublease as a direct agreement with Subtenant upon substantially the same terms set forth in this Sublease, or Subtenant otherwise has the right to continue to occupy the Premises pursuant to a direct agreement with Master Landlord upon terms satisfactory to Subtenant, in its sole discretion. Nothing herein shall prevent Sublandlord from terminating the Master Lease with respect to spaces other than the Premises leased by Sublandlord thereunder. Sublandlord agrees not to modify the Master Lease in any manner that affects the Premises or Subtenant’s rights or obligations under Section 33.2 of the Master Lease, without obtaining Subtenant shall be permitted to deliver the Termination Fee into escrow with a third party escrow agent reasonably acceptable to Subtenant and Landlord (to be held pursuant to a standard joint order escrow) and Subtenant’s prior written consent, to be provided in payment of the Termination Fee into escrow during the continuance of such good faith dispute shall satisfy Subtenant’s sole discretionobligation to pay the Termination Fee under this Section 9. All fees associated with such escrow shall be paid by the non-prevailing party. Provided that Subtenant fully complies with the terms of this Section 9, in no event shall the Termination Fee be calculated to include any GLCR Monthly Rent that would have been payable for any period after the Payment Delivery Date.

Termination of Master Lease. If for any reason the term 4.1 Any termination of the Master Lease is terminated prior to for any reason shall constitute, without further act or deed, a termination of the Expiration Date of this Sublease, this provided that Landlord shall have the option, at its sole election, to: (a) elect by written notice to continue the Sublease shall thereupon terminate and Sublandlord shall not be liable to Subtenant by reason thereof for damages or otherwise unless and to the extent such termination is due to Sublandlord’s default under this Sublease (including, without limitation, a default under Section 9.1.4). In the event of any such early termination, Sublandlord shall return to Subtenant that portion of any rent paid in advance by Subtenant, if any, which is applicable to the period following the date of such termination. Notwithstanding the foregoing, so long as Subtenant is not in default after the expiration of applicable notice and cure periods hereunder, Sublandlord agrees that, except in the event of a casualty or condemnation where Sublandlord is entitled under this Sublease to terminate the Master Lease solely with respect to the PremisesSubleased Premises without any additional or further agreement of any kind on the part of Subtenant and with the same force and effect as if Landlord, Sublandlord shall not voluntarily terminate as landlord, and Subtenant, as tenant, had entered into a lease as of the effective date of such expiration, termination or surrender of the Master Lease with respect for a term equal to the Premises without Subtenant’s consentthen unexpired term of the Sublease, in its sole discretion, unless Master Landlord agrees to recognize this Sublease as a direct agreement with Subtenant upon substantially and containing the same terms set forth and conditions as those contained in the Sublease (except as specifically provided in this Agreement), in which event Landlord shall assume Tenant’s obligations as sublandlord thereunder and Subtenant shall attorn to Landlord as landlord on such terms and conditions. (b) enter into a lease directly with Subtenant for the balance of the term remaining under the Sublease, for the same consideration and upon the same terms and conditions as in the Sublease. If Landlord exercises such option, Landlord and Subtenant shall enter into a new lease directly between Landlord and Subtenant upon such terms and conditions. 4.2 If Landlord elects to proceed under either Sections 4.1(a) or Subtenant otherwise has the right to continue to occupy the Premises pursuant to a direct agreement with Master Landlord upon terms satisfactory to Subtenant4.1(b) above, in its sole discretion. Nothing herein no event shall prevent Sublandlord from terminating the Master Lease with respect Landlord be: (a) bound by or liable for any rent paid by Subtenant to spaces other than the Premises leased Tenant; or any security deposit paid by Sublandlord thereunder. Sublandlord agrees Subtenant to Tenant that is not transferred to modify the Master Lease in Landlord; (b) liable for any manner that affects the Premises act or Subtenant’s rights omission of Tenant or obligations for any default of Tenant under the Master Lease, Sublease which occurred prior to Landlord’s assumption; (c) subject to any defenses or offsets that Subtenant may have against Tenant which arose prior to Landlord’s assumption; or (d) bound by any changes or modifications made to the Sublease without obtaining Subtenant’s prior the written consent, to be provided in Subtenant’s sole discretionconsent of Landlord.

Termination of Master Lease. If for If, at any reason time prior to the expiration or earlier termination of the term of the Sublease or Master Lease is (or Subtenant’s or Tenant’s right to possession thereunder) or if the Master Lease or Sublease shall expire or be sooner terminated prior for any reason, then the Sublease shall simultaneously terminate. If such termination occurs, Subtenant shall vacate the Subleased Premises on or before the date of termination, and Subtenant hereby waives any right to receive any notice to quit in connection with such vacation or termination of its right to possess the Subleased Premises. Notwithstanding the foregoing, at Landlord’s option and upon written demand from Landlord, Subtenant shall attorn to Landlord for the remainder of the term of the Sublease, such attornment to be upon all of the terms and conditions of the Master Lease (except that the Leased Premises shall be the Subleased Premises and the rent set forth in the Sublease shall be substituted for the annual Basic Rent and Tenant’s Share of Basic Operating Cost set forth in the Master Lease). In no event, however, shall Landlord be (a) liable for any act or omission of Tenant, (b) subject to any offsets or defenses which Subtenant had or might have against Tenant, (c) bound by any rent or other payment paid by Subtenant to Tenant more than thirty (30) days in advance, (d) bound by any amendment to the Expiration Date Sublease not consented to in writing by Landlord; or (e) bound by any security deposit paid to Tenant unless such security deposit is actually received by Landlord. Subtenant agrees to execute from time to time documents reasonably satisfactory to Landlord in confirmation of said attornment. The provisions of this SubleaseParagraph shall be self-operative and shall apply notwithstanding the fact that, as a matter of law, the Sublease may otherwise terminate upon the termination of the Master Lease. Nothing contained in this Sublease Paragraph shall thereupon terminate and Sublandlord shall not be liable construed to Subtenant impair or modify any right otherwise exercisable by reason thereof for damages Landlord, whether under the Master Lease or otherwise unless and to the extent such termination is due to Sublandlord’s default under this Sublease (any other agreement, at law or in equity, including, without limitation, a default under Section 9.1.4)the right to terminate Subtenant’s right to occupy the Subleased Premises if Landlord elects not to recognize Subtenant. In the event If Subtenant shall continue in possession of any such early termination, Sublandlord shall return to Subtenant that portion of any rent paid in advance by Subtenant, if any, which is applicable to the period following the date of such termination. Notwithstanding the foregoing, so long as Subtenant is not in default Subleased Premises after the expiration termination of applicable notice and cure periods hereunder, Sublandlord agrees that, except in the event of a casualty or condemnation where Sublandlord is entitled under this Sublease to terminate the Master Lease with respect without Landlord’s express written permission, then such holdover shall be deemed to the Premises, Sublandlord shall not voluntarily terminate be an Event of Default under the Master Lease with respect (for which no notice or cure period shall be applicable), entitling Landlord to the Premises without Subtenant’s consent, in its sole discretion, unless Master all rights and remedies afforded to Landlord agrees to recognize this Sublease as a direct agreement with Subtenant upon substantially the same terms set forth in this Sublease, or Subtenant otherwise has the right to continue to occupy the Premises pursuant to a direct agreement with Master Landlord upon terms satisfactory to Subtenant, in its sole discretion. Nothing herein shall prevent Sublandlord from terminating the Master Lease with respect to spaces other than the Premises leased by Sublandlord thereunder. Sublandlord agrees not to modify the Master Lease in any manner that affects the Premises or Subtenant’s rights or obligations under the Master Lease, without obtaining Subtenant’s prior written consentat law or in equity. Tenant shall immediately and vigorously pursue against Subtenant all rights and remedies available to Tenant under the Sublease, at law or in equity in order to be provided in Subtenant’s sole discretionremedy such holdover.

Termination of Master Lease. If for Sublessor agrees with Sublessee that, so long as this Sublease is in full force and effect and Sublessee is not in default, beyond applicable notice and cure periods, of its obligations hereunder, Sublessor shall not exercise any reason the term of right it may have under the Master Lease is terminated prior to terminate the Expiration Date of this Sublease, this Sublease shall thereupon terminate and Sublandlord shall not be liable to Subtenant by reason thereof for damages or otherwise unless and to the extent such termination is due to Sublandlord’s default under this Sublease Master Lease (including, including without limitation, its right to terminate under Article II.A of Exhibit E of the Original Lease, as amended by the First Amendment), nor enter into any arrangement with Master Lessor to otherwise terminate the Master Lease, unless and until Master Lessor has agreed in writing to continue this Sublease in full force and effect as a default under Section 9.1.4)direct lease between Master Lessor and Sublessee upon and subject to all of the terms, covenants and conditions of this Sublease for the balance of the Term hereof. In the event of If Master Lessor so consents, Sublessee shall attorn to Master Lessor in connection with any such early termination, Sublandlord voluntary termination and shall return to Subtenant that portion of any rent paid execute an attornment agreement in advance such form as may reasonably be requested by Subtenant, if any, which is applicable to the period following the date of such terminationMaster Lessor. Notwithstanding the foregoing, so long as Subtenant if Sublessee is not in default after the expiration of default, beyond applicable notice and cure periods hereunderperiods, Sublandlord agrees that, except in the event of a casualty or condemnation where Sublandlord is entitled under this Sublease on the last day upon which Sublessor otherwise is required, if at all, to exercise its right to terminate under Article II.A of Exhibit E of the Master Lease with respect Original Lease, as amended, Sublessor shall have the right to exercise such termination right and Sublessor shall deliver a copy of the termination notice to Sublessee. Notwithstanding anything to the Premises, Sublandlord shall not voluntarily terminate the Master Lease with respect to the Premises without Subtenant’s consent, in its sole discretion, unless Master Landlord agrees to recognize this Sublease as a direct agreement with Subtenant upon substantially the same terms set forth contrary contained in this Sublease, or Subtenant otherwise has the right Sublessor shall be in default under this Sublease if (i) Sublessor fails to continue pay to occupy the Premises pursuant to a direct agreement with Master Landlord upon terms satisfactory to Subtenant, in its sole discretion. Nothing herein shall prevent Sublandlord from terminating Lessor any and all rent due under the Master Lease with respect to spaces other than the Premises leased by Sublandlord (except as specifically set forth thereunder. Sublandlord agrees not to modify the Master Lease in ), or (ii) if this Sublease terminates solely as a result of any manner that affects the Premises or Subtenant’s rights or obligations default of Sublessor under the Master Lease, without obtaining Subtenant’s prior written consent, and in either case the default is not due to be provided in Subtenant’s sole discretionany default of Sublessee under this Sublease or under the Master Lease to the extent incorporated herein.

Termination of Master Lease. If the Master Lease shall be terminated for any reason reason, or Landlord shall accept a surrender of the same, then, subject to the terms set forth in this Paragraph 15, the Sublease and the term and estate thereby granted shall terminate upon written notice from Landlord to Subtenant, and Subtenant shall vacate the Sublease Premises on the effective date of such termination or surrender, unless the Master Lease is so being reinstated as provided below. Notwithstanding anything to the contrary contained in the Master Lease or the Sublease, in the event of the termination of the Master Lease is terminated prior to the Expiration Date of this Sublease, this Sublease shall thereupon terminate and Sublandlord shall not be liable to Subtenant by reason thereof for damages or otherwise unless and to the extent such termination is due to Sublandlord’s default under this Sublease (including, without limitation, following rejection of the Master Lease in any bankruptcy or similar proceeding or following Tenant’s exercise of its termination right pursuant to Exhibit N of the Master Lease) or Master Landlord’s reentry and repossession of the Premises prior to the expiration of the Term, the Master Landlord shall serve upon Subtenant written notice that the Master Lease has been terminated (or shall be terminated on a default under Section 9.1.4). In the event fixed date) together with a statement of any and all sums which would at that time be due under the Master Lease but for such early termination, Sublandlord shall return to Subtenant that portion and of any rent paid in advance by Subtenantall other defaults, if any, which is applicable under the Master Lease. At Landlord’s election, exercisable by giving written notice to Subtenant simultaneously with said notice from Landlord to Subtenant, Subtenant shall thereupon have the period obligation to obtain a reinstatement of the Master Lease in accordance with and upon the following terms and conditions: (a) Upon the date written request of Landlord requesting reinstatement of the Master Lease, within thirty (30) days after receipt of such termination. Notwithstanding notice from Master Landlord that the foregoingMaster Lease has been terminated or Master Landlord has reentered and repossessed the Premises, so long as the Master Landlord shall reinstate the Master Lease of the entire Premises with Subtenant, whereupon Subtenant is not in default after shall cure any previously uncured defaults of Sublandlord under the expiration of Master Lease beyond applicable notice and cure periods hereunder, Sublandlord agrees that, except in which are reasonably susceptible of cure by Subtenant prior to the event reinstatement of a casualty or condemnation where Sublandlord is entitled under this Sublease to terminate the Master Lease with respect to the PremisesLease, Sublandlord and shall not voluntarily terminate the Master Lease with respect to the Premises without Subtenant’s consent, in its sole discretion, unless reimburse Master Landlord agrees to recognize this Sublease as a direct agreement with Subtenant upon substantially the same terms set forth in this Sublease, or Subtenant otherwise has the right to continue to occupy the Premises pursuant to a direct agreement with for all of Master Landlord upon terms satisfactory to Subtenant, in its sole discretion. Nothing herein shall prevent Sublandlord Landlord’s costs and expenses arising from terminating the Master Lease with respect to spaces other than the Premises leased by Sublandlord thereunder. Sublandlord agrees not to modify the Master Lease in any manner that affects the Premises or SubtenantSublandlord’s rights or obligations defaults under the Master Lease, including, without obtaining Subtenantlimitation, Master Landlord’s reasonable attorneys fees. (b) Such reinstatement of the Master Lease shall be effective as of the date of termination of the Master Lease, and shall be for the remainder of the Term (which shall include the right to exercise any applicable extension options subject to the terms and provisions of the Master Lease) and at the rent and upon all the agreements, terms, covenants and conditions thereof and rental adjustments shall be made between the parties, as applicable. In addition to curing prior written consent, to be defaults of Sublandlord as provided in Subtenant’s sole discretionparagraph (a) above such reinstatement shall require Subtenant to perform any unfulfilled obligations of Sublandlord under the Master Lease first arising, or continuing, after the event of default which occasioned the termination of the Master Lease. Upon the execution of such reinstatement of the Master Lease, Subtenant shall expressly assume in writing all obligations as tenant under the Master Lease from and after the date thereof, including, without limitation, the obligation to pay any and all sums thereafter arising under the Master Lease.

Termination of Master Lease. If the Master Lease shall be terminated for any reason reason, or Landlord shall accept a surrender of the same, then, subject to the terms set forth in this paragraph 15, the Sublease and the term and estate thereby granted shall terminate upon written notice from Landlord to Subtenant, and Subtenant shall vacate the Sublease Premises on the effective date of such termination or surrender. Notwithstanding anything to the contrary contained in the Master Lease or the Sublease, in the event of the termination of the Master Lease is terminated prior to the Expiration Date of this Sublease, this Sublease shall thereupon terminate and Sublandlord shall not be liable to Subtenant by reason thereof for damages or otherwise unless and to the extent such termination is due to Sublandlord’s default under this Sublease (including, without limitation, following rejection of the Master Lease in any bankruptcy or similar proceeding or following Tenant’s exercise of its termination right pursuant to Exhibit N of the Master Lease) or Master Landlord’s reentry and repossession of the Premises prior to the expiration of the Term, the Master Landlord shall serve upon Subtenant written notice that the Master Lease has been terminated together with a default under Section 9.1.4). In the event statement of any and all sums which would at that time be due under the Master Lease but for such early termination, Sublandlord shall return to Subtenant that portion and of any rent paid in advance by Subtenantall other defaults, if any, which is applicable under the Master Lease. Subtenant shall thereupon have the option to obtain a reinstatement of the period Master Lease in accordance with and upon the following terms and conditions: (a) Upon the date written request of Subtenant, within thirty (30) days after receipt of such termination. Notwithstanding notice from Master Landlord that the foregoingMaster Lease has been terminated or Master Landlord has reentered and repossessed the Premises, so long as the Master Landlord shall reinstate the Master Lease of the entire Premises with Subtenant, provided Subtenant is not in default after cures any previously uncured defaults of Sublandlord under the expiration of Master Lease beyond applicable notice and cure periods hereunder, Sublandlord agrees that, except in which are reasonably susceptible of cure by Subtenant prior to the event reinstatement of a casualty or condemnation where Sublandlord is entitled under this Sublease to terminate the Master Lease with respect to the PremisesLease, Sublandlord shall not voluntarily terminate the Master Lease with respect to the Premises without Subtenant’s consent, in its sole discretion, unless and reimburses Master Landlord agrees to recognize this Sublease as a direct agreement with Subtenant upon substantially the same terms set forth in this Sublease, or Subtenant otherwise has the right to continue to occupy the Premises pursuant to a direct agreement with for all of Master Landlord upon terms satisfactory to Subtenant, in its sole discretion. Nothing herein shall prevent Sublandlord Landlord’s costs and expenses arising from terminating the Master Lease with respect to spaces other than the Premises leased by Sublandlord thereunder. Sublandlord agrees not to modify the Master Lease in any manner that affects the Premises or SubtenantSublandlord’s rights or obligations defaults under the Master Lease, including, without obtaining Subtenantlimitation, Master Landlord’s reasonable attorneys fees. (b) Such reinstatement of the Master Lease shall be effective as of the date of termination of the Master Lease, and shall be for the remainder of the Term (which shall include the right to exercise any applicable extension options subject to the terms and provisions of the Master Lease) and at the rent and upon all the agreements, terms, covenants and conditions thereof. In addition to curing prior written consent, to be defaults of Sublandlord as provided in Subtenant’s sole discretion.paragraph (a) above, such reinstatement shall require Subtenant to perform any unfulfilled obligations of Sublandlord under the Master Lease first arising, or continuing, after the event of default which occasioned the termination of the Master Lease. Upon the execution of such reinstatement of the Master Lease, Subtenant shall expressly assume in writing all obligations as tenant under the Master Lease from and after the date thereof, including, without limitation, the obligation to pay any and all sums thereafter arising under the Master Lease

Termination of Master Lease. If for the Premises is damaged or destroyed and Landlord exercises any reason the term of option it may have to terminate the Master Lease is terminated prior to the Expiration Date of this SubleaseLease, this Sublease shall thereupon terminate and Sublandlord shall not be liable to Subtenant by reason thereof for damages or otherwise unless and to the extent such termination is due to Sublandlord’s default under this Sublease (including, without limitation, a default under Section 9.1.4). In the event as of any such early termination, Sublandlord shall return to Subtenant that portion of any rent paid in advance by Subtenant, if any, which is applicable to the period following the date of such terminationthe termination of the Master Lease. Notwithstanding If Sublessor has the foregoing, so long as Subtenant is not in default after the expiration of applicable notice and cure periods hereunder, Sublandlord agrees that, except in the event of a casualty or condemnation where Sublandlord is entitled under this Sublease option to terminate the Master Lease with respect due to an event of damage or destruction to the PremisesPremises and Sublessee is not then in default (following Sublessor's notice to Sublessee and the expiration without cure of the applicable cure period provided for in Section 15 of the Master Lease, Sublandlord which has been incorporated herein) hereunder, then Sublessor shall not voluntarily promptly give Sublessee notice of such option and shall exercise such option only if so directed by Sublessee within ten (10) business days of receipt thereof, subject to the relevant provisions of the Master Lease; provided, however, that in the event that the Master Lease shall be terminable by Sublessor pursuant to its terms, yet Sublessee shall direct Sublessor to refrain from terminating the Master Lease, Sublessor shall nonetheless have the right to terminate the Master Lease with respect to the Premises without Subtenant’s consent, in its sole discretion, unless Master Landlord agrees to recognize and this Sublease as a direct agreement with Subtenant upon substantially and all of the same terms set forth obligations of Sublessor under both if Landlord has agreed in this Sublease, or Subtenant otherwise has the right writing to continue to occupy the Premises pursuant to a direct agreement with Master Landlord upon terms satisfactory to Subtenant, in its sole discretion. Nothing herein shall prevent Sublandlord (i) release Sublessor from terminating the Master Lease with respect to spaces other than the Premises leased by Sublandlord thereunder. Sublandlord agrees not to modify the Master Lease in any manner that affects the Premises or Subtenant’s rights or all obligations and liabilities under the Master Lease; and (ii) continue this Sublease in full force and effect as a direct lease between Landlord and Sublessee upon and subject to all of the terms, without obtaining Subtenant’s prior written consentcovenants and conditions of this Sublease for the balance of the Term hereof. If Landlord so consents, Sublessee shall (a) attorn to be provided Landlord in Subtenant’s sole discretion.connection with any such voluntary termination and shall execute an attornment agreement in such form as may

Termination of Master Lease. If for any reason the term of the Master Lease is terminated prior to the Expiration Date of this Sublease, this Sublease shall thereupon terminate and Sublandlord shall not be liable to Subtenant by reason thereof for damages or otherwise unless and to the extent (except where such termination is due to Sublandlord’s default under this Sublease (including, without limitation, results from a default under Section 9.1.4). In the event Master Lease by Sublandlord through no fault of any such early termination, Subtenant or is otherwise a breach of the terms of this Sublease by Sublandlord) except that Sublandlord shall return to Subtenant that portion of any rent Rent paid in advance by Subtenant, if any, which is applicable to the period following the date of such terminationtermination and so much of the Security Deposit as Sublandlord is obligated to return in accordance with the provisions of this Sublease. Notwithstanding the foregoing, so So long as Subtenant is not in default after the expiration of applicable notice and cure periods hereunder, Sublandlord agrees that, except in the event of a casualty or condemnation where Sublandlord is entitled complies with its obligations under this Sublease Sublease: (a) Sublandlord shall perform all of its obligations under the Master Lease not agreed to be performed by Subtenant hereunder to the extent required to keep the Master Lease in full force and effect during the Term; (b) Sublandlord shall not, without Subtenant’s prior written consent, exercise any right to terminate the Master Lease with respect to the PremisesLease, Sublandlord shall not voluntarily terminate the Master Lease with respect to the Premises without Subtenant’s consent, in its sole discretion, unless Master Landlord agrees to recognize this Sublease as a direct agreement with Subtenant upon substantially the same terms set forth in this SubleaseLease, or Subtenant otherwise has the right to continue to occupy the Premises pursuant to a direct agreement with Master Landlord upon terms satisfactory to Subtenant, in its sole discretion. Nothing herein shall prevent Sublandlord from terminating take any other action under the Master Lease with respect to spaces other than that could materially adversely affect Subtenant’s use or occupancy of the Premises leased by or materially increase Subtenant’s obligations or decrease Subtenant’s rights; and (c) Sublandlord thereunder. Sublandlord agrees shall not agree to modify any amendment of the Master Lease in any manner that affects the Premises or which would materially adversely affect Subtenant’s rights or obligations under this Sublease. Notwithstanding the foregoing, Sublandlord shall have no liability to Subtenant for its violation of the terms of this Section 9.3 if Master Lease, without obtaining Landlord agrees that Subtenant’s prior written consent, to be provided in Subtenant’s sole discretion.

Termination of Master Lease. If for any reason the term of the Master Lease is terminated terminates prior to the Expiration Date expiration of this Subleasethe Sublease term, this at Landlord’s option, Subtenant shall: (a) attorn to Landlord and enter into such reasonable documents as Landlord shall request in connection therewith; or (b) quit and surrender the Sublease shall thereupon terminate and Sublandlord shall not be liable Premises, repairing all damage caused by Subtenant including by the installation or removal of Subtenant’s property. Tenant agrees that in the event of such attornment Tenant shall, upon the written demand of Landlord, immediately pay or transfer to Subtenant Landlord any security deposit, rent or other sums then held by reason thereof for damages or otherwise unless and to the extent such termination is due to Sublandlord’s default under this Sublease (including, without limitation, a default under Section 9.1.4)Tenant from Subtenant. In the event of attornment under clause (a), Subtenant shall thereupon be bound to Landlord and Landlord shall be deemed to be the sublandlord for all purposes under the terms of the Sublease during the remaining term thereof except that Landlord shall not be: (i) Bound by any payment of sublease rent in advance or other sums which Subtenant may have paid to Tenant other than rent paid for the current month; (ii) Bound to return or apply any security deposit paid to Tenant and not actually received by Landlord; (iii) Bound by any modification or amendment made to the Sublease without Landlord’s written consent; (iv) Responsible for any act, default or neglect of the Tenant and Subtenant shall be obligated to pay all rents and other charges under the Sublease without offset or abatement by virtue of any such early terminationact, Sublandlord default or neglect of the Tenant, including without limitation any deferred maintenance or other failure to repair, replace or maintain any improvements on the Premises; (v) Responsible for any obligation of the Tenant to improve the Sublease Premises or any other part of the Premises and the covenant of Subtenant to pay rent and otherwise to perform under the Sublease shall return to Subtenant that portion be entirely independent of any rent paid in advance obligation of the Tenant to construct any improvements; (vi) Bound by Subtenantany option or right of first refusal; (vii) Obligated to provide any services that Tenant has agreed to provide such as copying equipment, if any, which is applicable to the period following the date of such termination. Notwithstanding the foregoing, so long as Subtenant is not in default after the expiration of applicable notice and cure periods hereunder, Sublandlord agrees that, reception or other services except in the event of a casualty or condemnation where Sublandlord is entitled under this Sublease to terminate the Master Lease with respect to the Premises, Sublandlord shall not voluntarily terminate the Master Lease with respect to the Premises without Subtenant’s consent, for those services required in its sole discretion, unless Master role as Landlord agrees to recognize this Sublease as a direct agreement with Subtenant upon substantially the same terms set forth in this Sublease, or Subtenant otherwise has the right to continue to occupy the Premises pursuant to a direct agreement with Master Landlord upon terms satisfactory to Subtenant, in its sole discretion. Nothing herein shall prevent Sublandlord from terminating the Master Lease with respect to spaces other than the Premises leased by Sublandlord thereunder. Sublandlord agrees not to modify the Master Lease in any manner that affects the Premises or Subtenant’s rights or obligations under the Master Lease, without obtaining Subtenant’s prior written consent, ; or (viii) Obligated to be provided in Subtenant’s sole discretionrebuild or restore or replace the Sublease Premises or any other improvements following damage or destruction except to the extent it is obligated to do so under the Master Lease.

Termination of Master Lease. If for any reason the term of the Master Lease is terminated prior due to Sublessor’s default of the Expiration Date Master Lease and such termination of the Master Lease results in an early termination of this Sublease through no fault or action of Sublessee, then, as an obligation that survives the termination of this Sublease, this Sublease shall thereupon terminate and Sublandlord shall not in addition to other damages to which Sublessee may be liable to Subtenant by reason thereof for damages or otherwise unless and entitled hereunder, Sublessor agrees that, subject to the extent such penultimate sentence of this Paragraph 26, Sublessor shall pay to Sublessee an amount equal to the unamortized amount, as of the date of the termination is due of this Sublease, of the actual out-of-pocket costs incurred by Sublessee in excess of the Allowance for the Initial Alterations performed by Sublessee pursuant to Sublandlord’s default under Exhibit C of this Sublease (including, without limitation, a default under Section 9.1.4the “Excess Sublessee Improvement Costs”). In For purposes of this Paragraph 26, the event of any such early termination, Sublandlord Excess Sublessee Improvement Costs shall return to Subtenant that portion of any rent paid in advance by Subtenant, if any, which is applicable to be amortized on a straight-line basis over the period following the date of such termination. Notwithstanding the foregoing, so long as Subtenant is not in default Term commencing from and after the expiration of applicable notice and cure periods hereunder, Sublandlord agrees that, except in the event of Commencement Date (or a casualty or condemnation where Sublandlord is entitled under this Sublease to terminate the pro rata per diem portion thereof for any partial month). If despite such Master Lease with respect to termination the Premises, Sublandlord shall not voluntarily terminate the then-current Master Lease with respect to the Premises without Subtenant’s consent, in its sole discretion, unless Master Landlord agrees to recognize this Sublease as a direct agreement with Subtenant upon substantially the same terms set forth in this Sublease, or Subtenant otherwise has the right to continue to occupy the Premises pursuant to a direct agreement with Master Landlord upon terms satisfactory to Subtenant, in its sole discretion. Nothing herein shall prevent Sublandlord from terminating the Master Lease with respect to spaces other than the Premises leased by Sublandlord thereunder. Sublandlord agrees not to modify the Master Lease in any manner that affects the Premises or Subtenant’s rights or obligations Lessor under the Master Lease, without obtaining Subtenantor its successor as owner of the Premises, agrees to a continuation of this Sublease or enters into a replacement lease with Sublessee or its affiliate for Sublessee’s prior written consent(or its affiliate’s) continued occupancy of the Premises then, notwithstanding any contrary provision of this Paragraph 26, Sublessor shall have no obligation under this Paragraph 26. Notwithstanding anything to be provided the contrary in Subtenantthis Paragraph 26, in no event shall Sublessee’s sole discretionright to recovery under this Sublease as a result of such termination exceed the amount of damages recoverable by Sublessee under California Civil Code Section 3300 taking into account Sublessee’s duty to mitigate damages. This Paragraph 26 shall survive termination of this Sublease.

Termination of Master Lease. If This Sublease is, and shall at all times remain, subordinate to the Master Lease and to any mortgage financing of Landlord or superior lease, and to all other matters, instruments or agreements to which the Master Lease is or shall be subject or subordinate, and to all renewals, modifications, consolidations, replacements and extensions thereof. In the event the Master Lease expires or is terminated for any reason reason, then, on the term date of such expiration or termination, this Sublease shall automatically terminate and be of no further force or effect as if such expiration or termination date had been specified in this Sublease as the expiration date hereof. If the expiration or termination of the Master Lease is terminated prior (and resulting termination of this Sublease) occurs, Sublandlord shall have no liability to Subtenant for the Expiration Date resultant termination of this Sublease, this Sublease shall thereupon terminate and Sublandlord shall not be liable to Subtenant by notwithstanding the reason thereof for damages such expiration or otherwise unless and to the extent such termination is due to Sublandlord’s default under this Sublease (includingtermination, including without limitation, a default under Section 9.1.4). In any such expiration or termination caused by (i) the event exercise of any such early termination, termination right by Landlord or Sublandlord shall return to Subtenant that portion of any rent paid in advance by Subtenant, if any, which is applicable to the period following the date of such termination. Notwithstanding the foregoing, so long as Subtenant is not in default after the expiration of applicable notice and cure periods hereunder, Sublandlord agrees that, except in the event of a casualty or condemnation where Sublandlord is entitled under this Sublease to terminate the Master Lease with respect to the Premises, Sublandlord shall not voluntarily terminate the Master Lease with respect to the Premises without Subtenant’s consent, in its sole discretion, unless Master Landlord agrees to recognize this Sublease as a direct agreement with Subtenant upon substantially the same terms set forth in this Sublease, or Subtenant otherwise has the right to continue to occupy the Premises pursuant to a direct agreement with Master Landlord upon terms satisfactory to Subtenant, in its sole discretion. Nothing herein shall prevent Sublandlord from terminating the Master Lease with respect to spaces other than the Premises leased by Sublandlord thereunder. Sublandlord agrees not to modify the Master Lease in any manner that affects the Premises or Subtenant’s rights or obligations under the Master Lease, including without obtaining Subtenantlimitation on account of a casualty or condemnation, (ii) the agreement of Landlord and Sublandlord, or (iii) the default of Sublandlord under the Master Lease. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees or ground lessors. Subtenant agrees that in the event of termination, reentry or dispossession by Landlord under the Master Lease, Landlord may, at its option, take over all of the right, title and interest of Sublandlord under this Sublease, and Subtenant shall, at Landlord’s prior written consentoption, attorn to be provided in Subtenant’s sole discretionLandlord pursuant to the provisions of this Sublease.