WITH ALL
REASONABLE RULES AND REGULATIONS PROMULGATED FROM TIME TO TIME BY MASTER
LANDLORD AND SUBLANDLORD.
SUBJECT TO MASTER LANDLORD'S CONSENT, SUBLANDLORD
SHALL PERMIT SUBTENANT, WITHOUT ADDITIONAL COST, TO USE SUBLANDLORD'S AVAILABLE
SPACE IN THE BUILDING'S LOBBY DIRECTORY; PROVIDED, HOWEVER, THAT SUBLANDLORD
SHALL RETAIN THE RIGHT TO USE SPACE IN THE BUILDING'S LOBBY DIRECTORY TO THE
EXTENT REASONABLY REQUIRED BY SUBLANDLORD UNTIL SUCH TIME AS SUBLANDLORD HAS
VACATED THE FIFTEENTH FLOOR.
EFFECT OF CONVEYANCE:
AS USED IN THIS SUBLEASE, THE TERM "SUBLANDLORD" MEANS
THE HOLDER OF THE TENANT'S INTEREST UNDER THE MODIFIED WILSON LEASE.
IN THE
EVENT OF ANY ASSIGNMENT OR TRANSFER OF THE TENANT'S INTEREST UNDER THE MODIFIED
WILSON LEASE, WHICH ASSIGNMENT OR TRANSFER MAY OCCUR AT ANY TIME DURING THE TERM
HEREOF IN SUBLANDLORD'S SOLE DISCRETION, SUBLANDLORD SHALL BE AND HEREBY IS
ENTIRELY RELIEVED OF ALL COVENANTS AND OBLIGATIONS OF SUBLANDLORD HEREUNDER
ARISING FROM AND AFTER THE DATE OF SUCH TRANSFER, AND IT SHALL BE DEEMED AND
CONSTRUED, WITHOUT FURTHER AGREEMENT BETWEEN THE PARTIES HERETO, THAT ANY
TRANSFEREE HAS ASSUMED AND SHALL CARRY OUT ALL COVENANTS AND OBLIGATIONS
THEREAFTER TO BE PERFORMED BY SUBLANDLORD HEREUNDER ARISING FROM AND AFTER THE
DATE OF SUCH TRANSFER.
SUBLANDLORD SHALL TRANSFER AND DELIVER ANY SECURITY OF
SUBTENANT TO THE TRANSFEREE OF THE TENANT'S INTEREST UNDER THE MODIFIED WILSON
LEASE, AND THEREUPON SUBLANDLORD SHALL BE DISCHARGED FROM ANY FURTHER LIABILITY
WITH RESPECT THERETO.
DELIVERY AND ACCEPTANCE:
BY TAKING POSSESSION OF EACH PORTION OF THE SUBLEASED
PREMISES, SUBTENANT CONCLUSIVELY SHALL BE DEEMED TO HAVE ACCEPTED SUCH PORTION
OF THE SUBLEASED PREMISES IN THEIR THEN-EXISTING, "AS IS" CONDITION, WITHOUT ANY
REPRESENTATION OR WARRANTY WHATSOEVER FROM SUBLANDLORD WITH RESPECT THERETO.
IMPROVEMENTS:
SUBTENANT SHALL NOT MAKE ANY ALTERATIONS OR IMPROVEMENTS TO THE SUBLEASED
PREMISES EXCEPT AS PERMITTED IN AND IN ACCORDANCE WITH THE PROVISIONS OF (I) THE
DIRECT LEASE, AS INCORPORATED HEREIN, OR (II) THE CONSENT.
SUBTENANT ACKNOWLEDGES THAT ALL LANDLORD'S WORK (I.E., BOTH THE BASE BUILDING
WORK AND THE LEASEHOLD WORK, AS DESCRIBED IN THE WORK AGREEMENT) HAS BEEN
COMPLETED WITH RESPECT TO THE SIXTEENTH FLOOR AND THE FIFTEENTH FLOOR.
SUBTENANT FURTHER ACKNOWLEDGES THAT ALL BASE BUILDING WORK HAS BEEN COMPLETED
WITH RESPECT TO THE SHELL SPACE AND THAT THE SHELL SPACE IS "READY FOR BUILDOUT"
AS DEFINED IN THE WORK AGREEMENT.
RELEASE AND WAIVER OF SUBROGATION:
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THIS SUBLEASE, THE PARTIES HERETO RELEASE EACH OTHER AND THEIR RESPECTIVE
AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS FROM ALL LIABILITY FOR DAMAGE TO ANY
PROPERTY THAT IS ACTUALLY COVERED BY PROPERTY INSURANCE IN FORCE OR WHICH WOULD
NORMALLY BE COVERED BY FULL REPLACEMENT VALUE "ALL RISK" PROPERTY INSURANCE,
WITHOUT REGARD TO THE NEGLIGENCE OR WILLFUL MISCONDUCT OF THE ENTITY SO
RELEASED.
EACH PARTY SHALL CAUSE EACH INSURANCE POLICY IT OBTAINS TO INCLUDE A
WAIVER OF SUBROGATION REGARDING THE LIABILITIES RELEASED HEREBY.
SUBLANDLORD
SHALL NOT BE LIABLE TO SUBTENANT, NOR SHALL SUBTENANT BE ENTITLED TO TERMINATE
THIS SUBLEASE OR TO ABATE RENT FOR ANY REASON, INCLUDING, WITHOUT LIMITATION,
(I) FAILURE OR INTERRUPTION OF ANY UTILITY