AN AMOUNT DETERMINED BY MULTIPLYING THE EXPANSION SPACE
ALLOWANCE BY A FRACTION, THE NUMERATOR OF WHICH IS EQUAL TO THE NUMBER OF MONTHS
OF THE SUBLEASE TERM REMAINING AFTER SUBTENANT'S OCCUPANCY OF THE EXPANSION
SPACE AND THE DENOMINATOR OF WHICH IS EQUAL TO THIRTY-SIX (36).
12.
LIABILITY OF SUBLANDLORD.
SUBLANDLORD
HEREBY ACKNOWLEDGES THAT THIS SUBLEASE DOES NOT RELIEVE IT FROM ITS LIABILITY
FOR THE PAYMENT OF RENT AND THE PERFORMANCE AND OBSERVANCE OF ALL OF THE TERMS,
CONDITIONS, COVENANTS AND OBLIGATIONS UNDER THE MASTER LEASE.
SUBLANDLORD
FURTHER ACKNOWLEDGES THAT THIS SUBLEASE SHALL NOT BE CONSTRUED TO MODIFY, WAIVE,
IMPAIR, OR AFFECT ANY OF THE TERMS, PROVISIONS OR CONDITIONS OF THE MASTER
LEASE.
13.
INCORPORATION OF TERMS OF MASTER LEASE.
(A)
SUBTENANT ACKNOWLEDGES AND AGREES THAT ALL
OF THE TERMS, CONDITIONS AND COVENANTS SET FORTH IN THE MASTER LEASE, EXCEPT FOR
THOSE SPECIFIC PROVISIONS SET FORTH IN SECTIONS 1-11 HEREIN, SHALL BE
INCORPORATED INTO AND MADE A PART OF THIS SUBLEASE, AND SUBTENANT SHALL BE AND
HEREBY AGREES TO BE SUBJECT TO AND BOUND BY AND TO COMPLY WITH ALL OF SUCH
TERMS, CONDITIONS
4
AND COVENANTS WITH RESPECT TO THE PREMISES AND TO SATISFY ALL APPLICABLE TERMS
AND CONDITIONS OF THE MASTER LEASE FOR THE BENEFIT OF BOTH SUBLANDLORD AND
LANDLORD.
THE PROVISIONS OF THIS SUBLEASE SHALL BE INTERPRETED WHEREVER
POSSIBLE SO AS TO BE CONSISTENT WITH THE PROVISIONS OF THE MASTER LEASE; IN THE
EVENT, HOWEVER, OF AN IRRECONCILABLE INCONSISTENCY, THE PROVISIONS OF THIS
SUBLEASE SHALL CONTROL.
WHEREVER IN THE MASTER LEASE THE WORD "TENANT" APPEARS,
FOR THE PURPOSES OF THIS SUBLEASE, THE WORD "SUBTENANT" SHALL BE SUBSTITUTED,
AND REFERENCES TO THE "LANDLORD" SHALL BE DEEMED TO INCLUDE THE "SUBLANDLORD."
(B)
UPON THE BREACH OF ANY OF THE TERMS,
CONDITIONS OR COVENANTS OF THE MASTER LEASE OR UPON THE FAILURE OF THE SUBTENANT
TO PAY RENT OR TO COMPLY WITH ANY OF THE PROVISIONS OF THIS SUBLEASE,
SUBLANDLORD MAY EXERCISE ANY AND ALL RIGHTS AND REMEDIES GRANTED TO LANDLORD BY
THE MASTER LEASE.
WHENEVER THE PROVISIONS OF THE MASTER LEASE REQUIRE THE
WRITTEN CONSENT OF THE LANDLORD, SUCH PROVISIONS SHALL BE CONSTRUED TO REQUIRE
THE WRITTEN CONSENT OF BOTH THE LANDLORD AND THE SUBLANDLORD.
SUBTENANT HEREBY
ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH THE TERMS OF THE MASTER LEASE
AND AGREES THAT THIS SUBLEASE IS SUBORDINATE AND SUBJECT TO THE MASTER LEASE AND
THAT ANY TERMINATION THEREOF SHALL LIKEWISE TERMINATE THIS SUBLEASE.
14.
BROKERAGE.
SUBTENANT WARRANTS THAT IT HAS
HAD NO DEALINGS WITH ANY BROKER OR AGENT IN CONNECTION WITH THE NEGOTIATION OR
EXECUTION OF THIS SUBLEASE OTHER THAN CARMEN COMMERCIAL REAL ESTATE SERVICES,
INC., WHO WILL BE COMPENSATED THROUGH A COMMISSION SHARING ARRANGEMENT WITH
SUBLANDLORD'S BROKER, MERIDIAN REAL ESTATE SERVICES.
SUBTENANT AGREES TO
INDEMNIFY SUBLANDLORD AND LANDLORD AGAINST ALL COSTS, EXPENSES, ATTORNEYS' FEES
OR OTHER LIABILITY FOR COMMISSIONS OR OTHER COMPENSATION OR CHARGES ASSERTED BY
ANY BROKER OR AGENT CLAIMING BY, THROUGH OR UNDER SUBTENANT.
15.
SECURITY DEPOSIT.
(A)
ON OR BEFORE THE EXECUTION AND