right to rescind its request regarding the proposed Transfer by written notice
to Sublessor within five (5) business days of Sublessor's notice of Sublessor's
election to recapture the Transfer Portion.
In the event that Sublessor desires
to recapture the Transfer Portion, unless Sublessee has rescinded its request
pursuant to the preceding sentence, Sublessee and Sublessor shall mutually agree
on the date for such recapture (which date shall in no event be earlier than the
consummation date proposed in Sublessee's notice to Sublessor) and Sublessee and
Sublessor shall execute an amendment to this Sublease removing the Transfer
Portion from the Subleased Premises and making appropriate corresponding changes
in this Sublease. In the absence of an agreement between Sublessor and Sublessee
on the date of any recapture, the recapture date shall be the later of (i) sixty
(60) days (or, in connection with a Change of Control during the initial Term,
the First Extension or the Second Extension, one hundred twenty (120) days)
after the date of Sublessor's notice that it intends to recapture the Transfer
Portion and (ii) the consummation date proposed in Sublessee's notice to
Sublessor.
Following any such recapture, Sublessor may lease the Transfer
Portion (or any other premises in the Building) to the proposed transferee (or
any other person or entity) without liability to Sublessee.
If Sublessee Transfers any portion of the Subleased Premises, Sublessee shall
pay to Sublessor, as additional rent, fifty percent (50%) of the amount, if any,
by which the amounts received by Sublessee in respect of each such Transferred
Portion, net of reasonable out-of-pocket costs incurred by Sublessee in
connection with such Transfer, exceed the Base Rent and additional rent payable
with respect to each such Transferred portion.
8.
INSURANCE.
SUBLESSEE SHALL MAINTAIN INSURANCE IN ACCORDANCE WITH
THE MASTER LEASE AND IN COMPLIANCE WITH ALL OF SUBLESSOR'S OBLIGATIONS UNDER THE
MASTER LEASE.
SUCH POLICIES OF INSURANCE SHALL NAME SUBLESSOR AND MASTER LESSOR
(AND ALL OTHER PERSONS REQUIRED BY THE MASTER LEASE OR MASTER LESSOR) AS AN
ADDITIONAL INSURED, SHALL CONTAIN A CROSS LIABILITY ENDORSEMENT, AND SHALL
PROVIDE THAT THE SAME MAY NOT BE CANCELLED EXCEPT UPON 30 DAYS PRIOR WRITTEN
NOTICE TO SUBLESSOR AND MASTER LESSOR AND SUCH OTHER PERSONS.
SUBLESSEE SHALL
PROVIDE SUBLESSOR AND MASTER LESSOR AND SUCH OTHER PERSONS WITH A CERTIFICATE OR
CERTIFICATES OF SAID POLICIES OR, TO THE EXTENT REQUIRED BY THE MASTER LEASE,
COPIES (OR ORIGINALS IF REQUIRED) OF SAID POLICIES.
SUBLESSEE AGREES THAT SUCH
INSURANCE SHALL NOT BE DEEMED TO LIMIT ITS LIABILITY UNDER THIS SUBLEASE.
SUBLESSEE FURTHER AGREES TO PAY TO SUBLESSOR, AS ADDITIONAL RENT, SUBLESSEE'S
PROPORTIONATE SHARE (BASED ON THE SQUARE FOOTAGE OF THE BUILDING ALLOCABLE TO
THE SUBLEASED PREMISES) OF THE COST OF INSURANCE RELATED TO THE BUILDING AND
TAKEN OUT BY SUBLESSOR.
9.
CASUALTY AND EMINENT DOMAIN.
TO THE EXTENT THAT SUBLESSOR'S BASE
RENT AND ADDITIONAL RENT ABATES PURSUANT TO THE MASTER LEASE IN THE EVENT OF A
FIRE OR OTHER CASUALTY OR UPON ANY EXERCISE OF THE POWER OF EMINENT DOMAIN,
SUBLESSEE'S BASE