THAT THE SUBLEASED PREMISES ARE
(I) SO DESTROYED THAT THEY CANNOT BE REPAIRED OR REBUILT WITHIN ONE HUNDRED
EIGHTY (180) DAYS AFTER THE DATE OF SUCH DAMAGE; OR (II) DESTROYED BY A CASUALTY
WHICH IS NOT COVERED BY SUBLESSOR'S INSURANCE CARRIED BY SUBLESSOR, OR IF SUCH
CASUALTY IS COVERED BY SUBLESSOR'S INSURANCE BUT PRIME LESSOR OR OTHER PARTY
ENTITLED TO INSURANCE PROCEEDS FAILS TO MAKE SUCH PROCEEDS AVAILABLE TO
SUBLESSOR IN AN AMOUNT SUFFICIENT FOR RESTORATION OF THE SUBLEASED PREMISES,
THEN SUBLESSOR SHALL GIVE WRITTEN NOTICE TO SUBLESSEE OF SUCH DETERMINATION (THE
"DETERMINATION NOTICE") WITHIN SIXTY (60) DAYS OF SUCH CASUALTY.
EITHER
SUBLESSOR OR SUBLESSEE MAY TERMINATE AND CANCEL THIS LEASE EFFECTIVE AS OF THE
DATE OF SUCH CASUALTY BY GIVING WRITTEN NOTICE TO THE OTHER PARTY WITHIN THIRTY
(30) DAYS AFTER SUBLESSEE'S RECEIPT OF THE DETERMINATION NOTICE.
UPON THE
GIVING OF SUCH TERMINATION NOTICE, ALL OBLIGATIONS HEREUNDER WITH RESPECT TO
PERIODS FROM AND AFTER THE EFFECTIVE DATE OF TERMINATION SHALL THEREUPON CEASE
AND TERMINATE.
IF NO SUCH TERMINATION NOTICE IS GIVEN, SUBLESSOR SHALL, TO THE
EXTENT OF THE AVAILABLE INSURANCE PROCEEDS, MAKE SUCH REPAIR OR RESTORATION OF
THE SUBLEASED PREMISES TO THE APPROXIMATE CONDITION EXISTING PRIOR TO SUCH
CASUALTY, PROMPTLY AND IN SUCH MANNER AS NOT TO UNREASONABLY INTERFERE WITH
SUBLESSEE'S USE AND OCCUPANCY OF THE SUBLEASED PREMISES (IF SUBLESSEE IS STILL
OCCUPYING THE SUBLEASED PREMISES).
BASE RENT AND ADDITIONAL RENT SHALL
PROPORTIONATELY ABATE DURING THE TIME THAT THE SUBLEASED PREMISES OR ANY PART
THEREOF ARE UNUSABLE BY REASON OF ANY SUCH DAMAGE THERETO.
IN THE EVENT OF ANY
CONFLICT BETWEEN THE TERMS OF THIS SECTION 7 AND THE PRIME LEASE, THE TERMS OF
THE PRIME LEASE SHALL CONTROL NOTWITHSTANDING THE TERMS OF SECTION 27 BELOW TO
THE CONTRARY.
8.
SURRENDER AND RESTORATION.
SUBLESSEE
MAY, AT THE EXPIRATION OR EARLIER TERMINATION OF THIS SUBLEASE OR ANY PHASE
THEREOF, SURRENDER SUCH PHASE OF THE SUBLEASED PREMISES TO SUBLESSOR IN ITS THEN
CURRENT "AS IS" CONDITION.
IN ADDITION, SUBLESSEE SHALL REMOVE ANY OF ITS
PERSONAL PROPERTY, FURNITURE, FIXTURES AND EQUIPMENT, PROVIDED SUBLESSEE
PROMPTLY REPAIRS ANY DAMAGE TO SUCH PHASE OF THE SUBLEASED PREMISES CAUSED BY
SUCH REMOVAL.
NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY IN THIS
SUBLEASE AND/OR IN THE PRIME LEASE, AND EXCEPT AS
26
EXPRESSLY PROVIDED IN SECTIONS 19 AND 22 BELOW, SUBLESSOR HEREBY AGREES THAT
SUBLESSEE SHALL NOT BE REQUIRED TO REMOVE ANY ALTERATIONS OR IMPROVEMENTS UNLESS
SUBLESSOR REQUIRED SUCH REMOVAL AT THE TIME CONSENT WAS REQUIRED AND GIVEN BY
SUBLESSOR TO SUBLESSEE AT THE TIME OF SUBLESSEE'S REQUEST OF A SUBLESSEE CHANGE.
9.
CONNECTION TO OTHER FACILITIES.
SUBLESSOR AND SUBLESSEE HEREBY ACKNOWLEDGE THAT SUBLESSEE DOES BUSINESS OR MAY
BE DOING BUSINESS IN MORE THAN ONE FACILITY IN CLOSE PROXIMITY TO THE SUBLEASED
PREMISES.
AS PART OF SUBLESSEE'S WORK OR IN CONNECTION WITH SUBSEQUENT
ALTERATIONS TO THE SUBLEASED PREMISES, SUBLESSEE SHALL HAVE THE RIGHT, AT ITS
SOLE COST AND EXPENSE, TO "CONNECT" SUBLESSEE'S OTHER FACILITIES TO THE
SUBLEASED PREMISES IN ORDER TO PROVIDE VOICE/DATA COMMUNICATIONS, EMPLOYEE