{"id":41967,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/sublease-and-license-agreement-pitney-bowes-inc-and-pitney.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"sublease-and-license-agreement-pitney-bowes-inc-and-pitney","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/sublease-and-license-agreement-pitney-bowes-inc-and-pitney.html","title":{"rendered":"Sublease and License Agreement &#8211; Pitney Bowes Inc. and Pitney Bowes Office Systems Inc."},"content":{"rendered":"<pre>                                                   [PBI and PBOS Share Space]\n                                                   --------------------------\n\n                        SUBLEASE AND LICENSE AGREEMENT\n                                        \n     THIS SUBLEASE AND LICENSE AGREEMENT (this \"Sublease\") is made and entered\n                                                --------                      \ninto this __ day of _________, 2001, by and between PITNEY BOWES INC., a\nDelaware corporation (\"Sublandlord\") and PITNEY BOWES OFFICE SYSTEMS, INC., a\n                       -----------                                           \nDelaware corporation (\"Subtenant\").\n                       ---------   \n\n1.  BASIC SUBLEASE PROVISIONS.\n    ------------------------- \n\n    A.  Property Address:  See Exhibit A, line 1(A).\n                           --- ---------            \n\n    B.  Prime Landlord:  See Exhibit A, line 1(B).\n                         --- ---------            \n    C.  Prime Landlord's Address (for notices):  See Exhibit A, line 1(C).\n                                                  --- ---------            \n    D.  Identification of Prime Lease and all amendments thereto: See Exhibit A,\n                                                                  --- ---------\n        line 1(D).\n\n    E.  Subtenant's Share:  See Exhibit A, line 1(E).\n                            -------------            \n\n    F.  Expiration Date of Prime Lease:  See Exhibit A, line 1(F).\n                                         --- ---------            \n\n    G.  Minimum Rent:   See Exhibit A, line 1(G).\n                        --- ---------            \n\n    H.  Subtenant's Address for notices:\n\n                Pitney Bowes Office Systems, Inc.\n                Attn:  Lease Administration\n                100 Oakview Drive\n                Trumbull, CT  06611-4724\n\n       with a copy to:\n\n                Pitney Bowes Office Systems, Inc.\n                Attn:  Mark S. Flynn, Esq.\n                General Counsel\n                100 Oakview Drive\n                Trumbull, CT  06611-4724\n\n    I.  Sublandlord's Address for notices:\n\n                MSC 5105\n                Attn:  Manager, National Leasing &amp; Asset Management\n                Pitney Bowes Inc.\n                1 Elmcroft Road\n                Stamford, CT 06926-0700\n \n       with a copy to:\n\n                Trammell Crow Company\n                Attn:  Pitney Bowes Lease Administration\n                1687 114th Avenue, S.E.\n\n \n                                                     [OSD and PBI Share Space]\n\n\n\n                Bellevue, WA 98004-6921\n\n    J.  Sublandlord's Address for Payment of Minimum Rent:\n\n               Chase Manhattan Bank\n               ABA #:021000021\n               Account Name:  Pitney Bowes Inc.\n               Account #:  9104010567\n               Reference:  5301400-1404199\n\n    K.  Commencement Date: The date of the distribution of 100% of the issued\nand outstanding shares of Subtenant's common stock to Sublandlord's\nshareholders.\n        \n    L.  All capitalized terms used but not otherwise defined herein shall have\nthe meanings given to them in the Prime Lease.\n\n2.  PRIME LEASE.  Sublandlord is the tenant under that certain Lease Agreement\n    -----------                                                               \nreferenced in Line 1(D) of Exhibit A attached hereto (as same may be amended,\n                           ---------                                         \nthe \"Prime Lease\") with Prime Landlord for the lease of that certain premises\n     -----------                                                             \ndescribed therein (the \"Prime Premises\").  Sublandlord represents and warrants\n                        --------------                                        \nthat the Prime Lease delivered to Subtenant is a true and correct copy of the\nPrime Lease;  Subtenant acknowledges receipt thereof.\n\n3.  SUBLEASE; LICENSE.  Subtenant acknowledges that prior to the Commencement\n    -----------------                                                        \nDate its employees occupied portions of the Premises as employees of the Office\nSystems Division (\"OSD\") of Sublandlord.  Sublandlord, for and in consideration\n                   ---                                                         \nof the rents hereunder and of the covenants and agreements herein contained on\nthe part of Subtenant to be performed, subject to subsection 4(B), hereby: (i)\n                                                  ---------------             \nsubleases to Subtenant, and Subtenant accepts from Sublandlord, that certain\nportion of the Prime Premises that has historically been used exclusively by OSD\nemployees (the \"Subleased Premises\"); and (ii) grants to Subtenant, and\n                ------------------                                     \nSubtenant accepts from Sublandlord, a non-exclusive license during the Term (as\ndefined in Section 4) to use, subject to the terms of this Sublease, that\n           ---------                                                     \ncertain portion of the Prime Premises that has historically been shared by\nemployees of OSD and other employees of Sublandlord (the \"Licensed Space\"). The\n                                                          --------------       \nSubleased Premises and the Licensed Space are collectively referred to herein as\nthe \"PBOS Licensed\/Subleased Area,\" and that portion of the Prime Premises that\n     ----------------------------                                              \ndoes not comprise the PBOS Licensed\/Subleased Area is referred to herein as the\n\"PBI Space.\"\n ---------  \n\n4.  TERM; SUBLANDLORD'S RIGHT TO TERMINATE AND RECAPTURE.\n    ---------------------------------------------------- \n\n    A.  The term of this Sublease (the \"Term\") shall commence on the\n                                        ----\nCommencement Date and shall expire on the earlier of: (i) the date (the\n\"Expiration Date\") that is five (5) business days prior to the Expiration Date\n ---------------        \nof Prime Lease as specified in Section 1(F); or (ii) the expiration or sooner\n                               ------------\ntermination of the Prime Lease, unless sooner terminated as otherwise provided\nelsewhere in this Sublease. If the address of the Prime Premises is listed on\nExhibit B attached hereto and made a part hereof (each of such locations is\n---------\nreferred to herein as an \"Underutilized Site\"), Sublandlord shall have the right\n                          ------------------\nto terminate this Sublease at any time during the Term by providing Subtenant at\nleast 120 days' prior notice that this Sublease shall terminate effective on the\ndate specified in such notice. Subtenant shall have no obligation to pay Rent\n(as defined in Section 7) with respect to any period not within the Term.\n               ---------\n\n    B.  In addition to the remedies set forth in Section 24, if the Prime\n                                                 ----------\nPremises are an Underutilized Site or if Subtenant does not use and occupy all\nor any portion of the PBOS Licensed\/Subleased Area in conformity (in size,\nscope, use or otherwise) with Sublandlord's corporate standards, a copy of which\nare attached hereto and made a part hereof as Exhibit C (the \"Corporate\n                                              ---------       ---------\n\nStandards\"), then Sublandlord shall\n---------\n\n\n                                      -2-\n\n \n                                                [OSD and PBI Share Space]\n\n\n\nhave the right, but not the obligation, to terminate this Sublease with respect\nto all or such portion of the PBOS Licensed\/Subleased Area that is not in\ncompliance with the Corporate Standards (the \"Recapture Space\") by providing\n                                              ---------------\nwritten notice to Subtenant, which notice shall state whether or not a\nsubstantial renovation (as defined below) will be required as a result of\nSublandlord's exercise of its recapture right; provided, however, Sublandlord\n                                               --------  -------\nshall not exercise the foregoing recapture right if the PBOS Licensed\/Subleased\nArea after exercise of such recapture right and completion of any tenant\nimprovement work as set forth in clause (ii)(c) below will not comply with the\nCorporate Standards. If Sublandlord's recapture notice states that a substantial\nrenovation will be required as a result of Sublandlord's exercise of its\nrecapture right or if Sublandlord's exercise of its recapture right will\nmaterially and adversely affect the ability of Subtenant to conduct its business\nat the remaining PBOS Licensed\/Subleased Area, then Subtenant shall have the\nright to terminate this Sublease by providing written notice to Sublandlord of\nits election within ten (10) days after receipt of the recapture notice; the\neffective date of such termination shall be the date that is 120 days after\nreceipt of the recapture notice. If: (i) Sublandlord's recapture notice states\nthat a substantial renovation will not be required as a result of Sublandlord's\nexercise of its recapture right; or (ii) Subtenant does not exercise its\ntermination right pursuant to the preceding sentence within the required time\nperiod, then effective on the 15th day after receipt of Sublandlord's recapture\nnotice: (a) the Recapture Space shall be deemed part of the PBI Space and no\nlonger part of the PBOS Licensed\/Subleased Area; (b) Rent and Subtenant's Share\nshall be adjusted, if at all, to reflect the new square footage comprising the\nPBOS Licensed\/Subleased Area, as set forth in more detail below; and (c)\nSublandlord shall, at Sublandlord's expense, cause all work reasonably necessary\nto complete any tenant improvements reasonably required, in Sublandlord's\njudgment, to implement the reduction in the PBOS Licensed\/Subleased Area. As\nused herein, a \"substantial renovation\" shall be deemed to exist where the total\nconstruction costs attributable to the Prime Premises are estimated by\nSublandlord to be more than $5 per square foot. Effective immediately upon the\nrecapture of space by Sublandlord pursuant to this subsection 4(B): (1) Minimum\n                                                   ---------------\nRent shall equal the product of the following three numbers: (x) 120; (y) the\nnumber of Subtenant's employees and contract workers including, but not limited\nto, management, sales, service and support personnel reflected on a current\npopulation report for the PBOS Licensed\/Subleased Area; and (z) the Cost Per\nSquare Foot (as set forth in Exhibit A, line 1(E)), but in no event shall\n                             ----------\nMinimum Rent be increased to a number greater than the Minimum Rent number\napplicable prior to such recapture so long as the number described in clause (y)\nimmediately above did not increase over the number provided to Sublandlord for\nsuch category at the execution of this Sublease; and (2) Subtenant's Share shall\nequal the product of: (i) 120; and (ii) the number of Subtenant's employees and\ncontract workers including, but not limited to, management, sales, service and\nsupport personnel reflected on a current population report for the PBOS\nLicensed\/Subleased Area, divided by the Rentable Square Feet of the Prime\nPremises as set forth in Exhibit A, line 1(E), but in no event shall Subtenant's\n                         ---------\nShare be increased to a number greater than the Subtenant's Share number\napplicable prior to such recapture so long as the number described in clause\n(ii) immediately above did not increase over the number provided to Sublandlord\nfor such category at the execution of this Sublease. Under no circumstance shall\nSublandlord be obligated, following the termination by Subtenant of its use of\nall or a portion of the PBOS Licensed\/Subleased Area in conformity with the\nCorporate Standards, to terminate this Sublease with respect to all or such\nportion; absent such a termination by Sublandlord under this Section, this\nSublease shall remain in full force and effect pursuant to the terms hereof.\n\n\n5.  POSSESSION.  Subtenant has inspected the PBOS Licensed\/Subleased Area and\n    ----------                                                               \nthe building of which the PBOS Licensed\/Subleased Area is a part (the\n                                                                     \n\"Building\") and hereby accepts the same \"as is,\" without any warranties,\n --------                                                               \nrepresentations or obligations (either express or implied) on the part of\nSublandlord or Prime Landlord to perform any fit-ups, maintenance, alterations,\nimprovements, replacements, repairs, work or other services thereto, except as\nspecifically set forth in Section 14.  Subtenant's initial occupancy of the PBOS\n                          ----------                                            \nLicensed\/Subleased Area shall be deemed to be an acknowledgment by Subtenant\nthat the PBOS Licensed\/Subleased Area is in good and tenantable order and that\nSubtenant accepts the PBOS Licensed\/Subleased Area.\n\n                                      -3-\n\n \n                                                     [OSD and PBI Share Space]\n\n\n\n6.  USE.  Subject to the limitations on use set forth in the Prime Lease and\n    ---                                                                     \nLegal Requirements (as defined below), but further subject to subsection 4(B)\n                                                              ---------------\nabove, each of Sublandlord and Subtenant shall have the right to use and occupy\nthe Prime Premises only for the use for which the Prime Premises are currently\nused and in conformity with Sublandlord's Corporate Standards as historically\napplied, and for no other uses.  During the Term, neither party shall use any\npart of the Prime Premises for any purpose that is competitive to the other\nparty's business, as contemplated by that certain Distribution Agreement to be\nentered into between Sublandlord and Subtenant as of the Commencement Date.  As\nused herein, \"Legal Requirements\" shall mean every statute, law (including,\n              ------------------                                           \nwithout limitation, the Americans with Disabilities Act of 1990, ordinance,\ncode, regulation, order, permit, approval, license, judgment, restriction or\nrule of any federal, state, county, municipal or local government and all\ndepartments, commissions, boards, bureaus and offices thereof having or claiming\njurisdiction over the Property (a \"Governmental Authority\") or other public or\n                                   ----------------------                     \nquasi-public body, agency, court, department, bureau or authority having\njurisdiction over the subject matter.  Each party shall use commercially\nreasonable efforts to cooperate with the other in connection with this Sublease.\n\n7.  RENT.\n    ---- \n\n      A.    MINIMUM RENT. Beginning on the Commencement Date, Subtenant shall\n            ------------\npay Minimum Rent to Sublandlord via electronic funds transfer at the address\nspecified in Section 1(K), or to such other payee or at such other address as\nmay be designated by notice in writing from Sublandlord to Subtenant, without\nprior demand therefor and without any deduction or offset whatsoever. Except as\nspecifically set forth herein, Minimum Rent includes Subtenant's Share of real\nestate taxes, operating expenses, insurance, utilities and amortization of\nleasehold improvements to the extent Sublandlord is required to pay such costs\npursuant to the Prime Lease. Minimum Rent for each calendar month shall be paid\nin equal monthly installments in advance on the day that is three (3) business\ndays prior to the first day of each calendar month of the Term, except that the\nfirst installment of Minimum Rent shall be paid by Subtenant to Sublandlord on\nor prior to the Commencement Date. Minimum Rent shall be pro-rated (based on a\n30-day month) for partial months at the beginning and end of the Term.\n\n    B.    ADDITIONAL RENT.\n          --------------- \n\n          (i)   Extraordinary Expenses. Subtenant shall reimburse Sublandlord\n                ----------------------\nfor Subtenant's Share of any and all other reasonable expenses incurred or\npayable by Sublandlord in connection with the leasing of the PBOS\nLicensed\/Subleased Area, regardless of the payee for such expenses, and\nSubtenant shall pay such expenses as additional rent hereunder. Any expense\nincurred by Sublandlord pursuant to the Prime Lease shall be deemed a reasonable\nexpense. Sublandlord shall send a bill to Subtenant for such additional rent.\nSuch payment shall be due from Subtenant to Sublandlord no fewer than three (3)\nbusiness days prior to the date upon which Sublandlord's payment of such\nadditional rent is due from Sublandlord, provided Subtenant shall have been\nbilled therefor at least five (5) business days prior to such due date, or, if\nSubtenant shall have been billed less than five (5) business days prior to such\ndue date, such payment shall be due within three (3) business days.\n\n          (ii)  Administrative Fee.   At the same time and in the same manner as\n                ------------------                                              \nMinimum Rent is payable hereunder, Subtenant shall pay Sublandlord as additional\nrent a monthly administrative fee equal to two percent (2%) of the total Rent\npayable for such month.\n\n          (iii) Interest. All Rent payments not received by Sublandlord when due\n                --------\nshall bear interest at the rate equal to the lesser of: (i) the prime rate as\nannounced from time to time by Chase Manhattan Bank or its successor plus (x)\nwith respect to Rent payments made within five (5) business days after the date\ndue, 2% per annum and (y) with respect to Rent payments made over five (5)\nbusiness  \n\n                                      -4-\n\n \n                                                       [OSD and PBI Share Space]\n \ndays after the date due, 4% per annum; or (ii) the highest rate permitted under\napplicable law, until payment is received by Sublandlord.\n\n    C.    RENT.  All charges, costs and sums required to be paid by Subtenant to\n          ----                                                                  \nSublandlord under this Sublease, including without limitation all payments due\nfrom Subtenant under Section 7(B), shall be deemed \"Additional Rent,\" and\n                     ------------                   ---------------      \nMinimum Rent and Additional Rent shall collectively be referred to herein as\n                                                                            \n\"Rent.\"  All Rent payable by Subtenant hereunder shall be made without any\n-----                                                                     \ndeduction or offset whatsoever and shall be made to Sublandlord via electronic\nfunds transfer.  Subtenant's covenant to pay Rent shall be independent of every\nother covenant in this Sublease.\n\n8.  QUIET ENJOYMENT.  Sublandlord represents that it has full power and\n    ---------------                                                    \nauthority to enter into this Sublease, subject to the consent of Prime Landlord,\nif required under the Prime Lease.  So long as Subtenant is not in default in\nthe performance of its covenants and agreements in this Sublease beyond the\nexpiration of any applicable notice and cure period, Subtenant's quiet and\npeaceable enjoyment of the Subleased Premises shall not be disturbed or\ninterfered with by Sublandlord, or by any person claiming by, through, or under\nSublandlord, but subject to the terms of the Prime Lease and this Sublease, and\nto Sublandlord's rights thereunder and hereunder.\n\n9.  SUBTENANT'S INSURANCE.  Subtenant shall procure and maintain, at its own\n    ---------------------                                                   \ncost and expense, such liability insurance as is required to be carried by\nSublandlord under the Prime Lease, naming as additional insureds Sublandlord,\nPrime Landlord and any others required by Prime Landlord, and such property\ninsurance as is required to be carried by Sublandlord under the Prime Lease to\nthe extent such property insurance pertains to the Subleased Premises.  If the\nPrime Lease requires Sublandlord to insure leasehold improvements or\nalterations, then Subtenant shall insure such leasehold improvements that are\nlocated in the Subleased Premises, as well as alterations in the Subleased\nPremises made by Subtenant.  Subtenant shall furnish to Sublandlord a\ncertificate of Subtenant's insurance required hereunder not later than ten (10)\ndays prior to the Commencement Date and new certificates annually thereafter,\nbut in no event less than thirty (30) days prior to the expiration of the\ncurrent certificate.  Each party hereby waives claims against the other for\nproperty damage provided such waiver shall not invalidate the waiving party's\nproperty insurance; each party shall obtain from its insurance carrier a waiver\nof its right of subrogation.  Subtenant hereby waives claims against Prime\nLandlord and Sublandlord for property damage to the Subleased Premises or its\ncontents if and to the extent that Sublandlord waives such claims against Prime\nLandlord under the Prime Lease.  Subtenant shall obtain, for the benefit of\nPrime Landlord and Sublandlord, such waivers of subrogation rights from its\ninsurer as are required of Sublandlord under the Prime Lease.  Sublandlord shall\ncontinue to comply with its obligations under the Prime Lease with respect to\nmaintaining insurance.\n\n10.  ASSIGNMENT OR SUBLETTING.\n     ------------------------ \n\n        A.  SUBTENANT'S RIGHT. Subject to Prime Landlord's consent if required\n            -----------------\nunder the Prime Lease, Subtenant shall not, without Sublandlord's prior consent,\nwhich may be withheld in its sole and absolute discretion, for any reason or no\nreason: (i) assign, convey, mortgage, hypothecate, pledge, encumber or otherwise\ntransfer, by operation of law or otherwise, this Sublease or any interest\nhereunder; (ii) allow any transfer thereof or any lien upon Subtenant's interest\nby operation of law or otherwise; (iii) further sublet or license the PBOS\nLicensed\/Subleased Area or any part thereof; (iv) list the PBOS\nLicensed\/Subleased Area or any part thereof as available for assignment or\nsublease with any broker or agent or otherwise advertise, post, communicate or\nsolicit prospective assignees or subtenants through any direct or indirect\nmeans; or (v) permit the occupancy of the PBOS Licensed\/Subleased Area or any\npart thereof by anyone other than Subtenant and Sublandlord (the foregoing\nactions are collectively referred to herein as a \"Transfer\"). The following\n                                                  --------\nshall each be deemed a Transfer for purposes of this Section: (a) any transfer\n(or sequence of related transfers resulting, in the aggregate, in the transfer)\nof\n\n                                      -5-\n\n \n                                                     [OSD and PBI Share Space]\n\n \n50% or more of the beneficial ownership of Subtenant; (b) any dissolution,\nmerger, consolidation or other reorganization of Subtenant; and (c) the sale of\n50% or more in the aggregate of the value of the assets of Subtenant. Any\nTransfer consummated without Sublandlord's consent shall be deemed void ab\ninitio and the transferee shall acquire no rights and neither Sublandlord nor\nPrime Landlord shall recognize any such transfer. In no event shall Sublandlord\nbe obligated to consider a consent to any proposed Transfer if a Subtenant Event\nof Default (as defined in Section 23) then exists under this Sublease, or a fact\n                          ----------\nor condition exists that, but for the giving of notice or the passage of time,\nwould constitute a Subtenant Event of Default. Notwithstanding the foregoing\nrestrictions and limitations on Transfers, following the occurrence of a\nSubtenant Event of Default hereunder and the termination of this Sublease by\nSublandlord or the commencement by Sublandlord of the exercise of its remedies\nrelating to the Subtenant Event of Default, if: (i) Subtenant has provided\nSublandlord with written notice of the name of Subtenant's secured lender (the\n\"Secured Lender\") prior to the occurrence of said Subtenant Event of Default;\n --------------\n(ii) the Secured Lender has a lien on any of Subtenant's personal property\nassets located at the PBOS Licensed\/Subleased Area; (iii) the Secured Lender has\npaid or caused to be paid to Sublandlord all Minimum Rent and Additional Rent\nowed and unpaid from Subtenant to Sublandlord through and including the last day\nof the 45 day period described below; and (iv) the Secured Lender shall agree in\nwriting to indemnify, defend and hold harmless Sublandlord from and against any\nand all losses, costs, liabilities and expenses suffered or incurred by\nSublandlord as a result of Secured Lender having access to the PBOS\nLicensed\/Subleased Area, then Sublandlord shall, for 30 days following the\ntermination of this Sublease or the commencement by Sublandlord of the exercise\nof its remedies hereunder, provide the Secured Lender with reasonable access\nduring ordinary business hours to the PBOS Licensed\/Subleased Area solely for\nthe purpose of allowing the Secured Lender to gain access to its collateral then\nlocated in the PBOS Licensed\/Subleased Area for the purpose of exercising its\nrights and remedies as a secured lender in accordance with all applicable law.\n\n    B.  SUBLANDLORD'S RIGHT. Subject to Prime Landlord's consent if required\n        -------------------\nunder the Prime Lease, Sublandlord shall not Transfer this Sublease without\nSubtenant's prior consent, which may be withheld in its sole and absolute\ndiscretion, for any reason or no reason. Any Transfer consummated without\nSubtenant's reasonable consent shall be deemed void ab initio and the transferee\nshall acquire no rights and neither Subtenant nor Prime Landlord shall recognize\nany such transfer. In no event shall Subtenant be obligated to consider a\nconsent to any proposed Transfer if a Sublandlord Event of Default (as defined\nin Section 25) then exists under this Sublease, or a fact or condition exists\n   ----------\nthat, but for the giving of notice or the passage of time, would constitute a\nSublandlord Event of Default.\n\n11.    OPTIONS PERSONAL TO SUBLANDLORD.  Sublandlord expressly reserves, and\n       -------------------------------                                      \ndoes not grant to Subtenant under this Sublease, any and all options of\nSublandlord under the Prime Lease to: (i) expand or reduce the area of the Prime\nPremises; (ii) terminate the Prime Lease upon a casualty or condemnation, on a\nparticular date or otherwise; (iii) renew or extend the term of the Prime Lease,\nand all similar rights of Sublandlord; or (iv) purchase all or any part of the\nProperty, and all similar rights of Sublandlord.  If Sublandlord notifies\nSubtenant in writing that it does not wish to exercise any such option under the\nPrime Lease and Prime Landlord agrees in writing to release Sublandlord from all\nliability under the Prime Lease, then effective as of such release of\nSublandlord, this Sublease shall include the grant of such option subject to the\nterms of the Prime Lease.  Further, in anticipation of the expiration or\ntermination of the Prime Lease, Subtenant shall not negotiate or enter into any\nagreement with Prime Landlord with respect to the leasing of all or any portion\nof the Prime Premises unless Subtenant shall have first obtained a written\nconfirmation from Sublandlord that Sublandlord does not wish to lease all or\nsuch portion of the Prime Premises.\n\n12.  RULES.  Subtenant shall comply with all rules and regulations that Prime\n     -----                                                                   \nLandlord and\/or Sublandlord has made or may reasonably hereafter from time to\ntime make for the Building, including without limitation those rules and\nregulations of Sublandlord set forth on Exhibit D attached hereto and \n                                        ---------\n\n                                      -6-\n\n \n                                                     [OSD and PBI Share Space]\n\n \nmade a part hereof, as they may reasonably be amended from time to time,\nprovided such rules are applicable to all occupants of the Prime Premises.\nSublandlord shall not be liable in any way for damage caused by the non-\nobservance by any of the other tenants of the Building of such similar covenants\nin their leases or of such rules and regulations.\n\n13.  CONFLICT IN TERMS.  If any provision of this Sublease (express or implied)\n     -----------------                                                         \nshall be in conflict with the terms of the Prime Lease, the terms of this\nSublease shall control except to the extent a default under the Prime Lease\nwould result therefrom.\n\n14.  REPAIRS; COMPLIANCE.\n     ------------------- \n        \n      A.  Sublandlord shall, to the extent of Sublandlord's express obligations\nunder the Prime Lease, be responsible for all maintenance, repairs and\nreplacements with respect to the Prime Premises. Notwithstanding the foregoing:\n(i) Sublandlord shall not be required to commence (by means of example only, by\nsoliciting bids) any repair required of it under this Section with regard to any\npart of the PBOS Licensed\/Subleased Area until the expiration of five (5)\nbusiness days after receipt of notice from Subtenant that such repair is\nnecessary; (ii) Subtenant shall promptly notify Sublandlord of any repairs\nnecessary to any part of the PBOS Licensed\/Subleased Area and shall indemnify\nSublandlord for any liability incurred as a result of Subtenant's failure to\nnotify Sublandlord promptly of any necessary repairs to the Subleased Premises;\nand (iii) Subtenant shall reimburse Sublandlord as Additional Rent, within\nfifteen (15) days following Subtenant's receipt of an invoice therefor, for: (x)\nall costs incurred by Sublandlord for repairs with respect to the Subleased\nPremises; (y) Subtenant's Share of the costs incurred by Sublandlord for repairs\nwith respect to the Licensed Space for which Sublandlord is responsible under\nthis Sublease; and (z) all costs incurred by Sublandlord resulting from the\nnegligence or willful misconduct of Subtenant or Subtenant's employees, agents,\ncontractors or invitees (collectively, \"Subtenant's Representatives\").\n                                        ---------------------------\n\n\n    B.  Subtenant shall, at Subtenant's expense, comply with all Legal\nRequirements and the requirements of all insurance bodies and their fire\nprevention engineers at any time in force, applicable to the Subleased Premises\nor to Subtenant's particular use or manner of use of the PBOS Licensed\/Subleased\nArea, except that Subtenant shall not hereby be under any obligation to comply\nwith any law, ordinance, rule or regulation requiring any structural alteration\nof or in connection with the PBOS Licensed\/Subleased Area, unless such\nalteration is required by reason of: (i) Subtenant's particular use or manner of\nuse of the PBOS Licensed\/Subleased Area; (ii) a condition that has been created\nby Subtenant or Subtenant's Representatives; or (iii) a breach of any of\nSubtenant's covenants and agreements hereunder, or such alteration is required\nto be performed by Sublandlord under the Prime Lease. As used herein \"structure\"\nor \"structural\" shall have the definition ascribed to it in the Prime Lease or\nif no specific definition is given therein \"structure\" or \"structural\" shall\nmean that portion of the Building that is integral to the integrity of the\nBuilding as an existing enclosed unit and shall, in any event, include footings,\nfoundation, outside walls, skeleton, bearing columns and interior bearing walls,\nfloor slabs, roof and roofing system. Notwithstanding the foregoing, if the\nPrime Lease imposes greater obligations on Sublandlord with respect to the\nforegoing, then Subtenant shall also comply with such provisions of the Prime\nLease as if Subtenant were named therein in lieu of Sublandlord.\n\n15.  FIRE OR CASUALTY OR EMINENT DOMAIN.  In the event of a fire or other\n     ----------------------------------                                  \ncasualty affecting the Building or the Prime Premises, or of a taking of all or\na part of the Building or the Prime Premises under the power of eminent domain,\nSublandlord shall have the right to exercise any right that may have the effect\nof terminating the Prime Lease, provided when Sublandlord sends its notice to\nPrime Landlord exercising such right, Sublandlord simultaneously sends a copy\nthereof to Subtenant. If Sublandlord is entitled, under the Prime Lease, to a\nrent abatement as a result of a fire or other casualty or as a result of a\ntaking under the power of eminent domain, then Subtenant shall be entitled to\nsuch rent abatement in\n\n\n                                      -7-\n\n \n                                                     [OSD and PBI Share Space]\n\n\n\n\nproportion to the amount of the PBOS Licensed\/Subleased Area that is rendered\nuntenantable. If the Prime Lease imposes on Sublandlord the obligation to repair\nor restore leasehold improvements or alterations, Sublandlord shall be\nresponsible for repair or restoration of such leasehold improvements or\nalterations, and Subtenant shall reimburse Sublandlord in accordance with\nsubsection 14(A)(iii) for the expenses incurred by Sublandlord in connection\n---------------------\nwith said repair or restoration. \n\n16.  ALTERATIONS.  Subtenant shall not make any alterations in or additions to\n     -----------                                                              \nthe Licensed Space.  Subtenant shall not make any alterations in or additions to\nthe Subleased Premises (\"Alterations\") if to do so would constitute a default\n                         -----------                                         \nunder the Prime Lease or if the Alteration is required to be removed at the end\nof the term of the Prime Lease pursuant to the terms thereof (in either case, a\n\"Prohibited Alteration\").  If Subtenant wishes to make an Alteration to the\n ---------------------                                                     \nSubleased Premises that is not a Prohibited Alteration, Sublandlord's consent\nthereto shall nonetheless be required, which consent shall not be unreasonably\nwithheld, and if Sublandlord consents thereto, Sublandlord shall use reasonable\nefforts to obtain the consent of Prime Landlord if such consent is required\nunder the Prime Lease.  Subtenant shall provide Sublandlord with a copy of the\narchitectural plans for any requested Alteration for Sublandlord's review and\nconsent; provided, however, Sublandlord's consent to an Alteration shall in no\n         --------  -------                                                    \nway be construed as an approval of the suitability of the plans therefor for\nconstruction.  If Alterations by Subtenant are permitted or consented to as\nrequired herein, Subtenant shall comply with all of the covenants of Sublandlord\ncontained in the Prime Lease pertaining to the performance of such Alterations.\nIn addition, Subtenant shall indemnify, defend and hold harmless Sublandlord\nagainst liability, loss, cost, damage, liens and expense imposed on Sublandlord\narising out of the performance of Alterations by Subtenant, including without\nlimitation Sublandlord's expenses incurred in connection with the review of\nSubtenant's plans.  If Sublandlord consents to an Alteration, Sublandlord may,\nbut shall not be required to, elect to perform or cause to be performed the work\nnecessary to complete such Alteration at Subtenant's cost.  Upon completion of\nthe Alteration, Subtenant shall pay within ten (10) days after receipt of an\ninvoice therefor, Sublandlord's actual costs and expenses incurred by\nSublandlord in connection therewith, including without limitation for architects\nand for project management, together with an administrative fee in the amount of\nthree percent (3%) of the total cost of the Alteration.\n\n17.  SURRENDER.  Upon the expiration or earlier termination of this Sublease, or\n     ---------                                                                  \nupon the termination of Subtenant's right to possession of all or any part of\nthe PBOS Licensed\/Subleased Area, Subtenant shall at once surrender and deliver\nup the PBOS Licensed\/Subleased Area, together with all improvements thereon and\nAlterations thereto, to Sublandlord in good condition and repair, reasonable\nwear and tear excepted, and in any event in at least the condition required\nunder the Prime Lease.  Subtenant shall surrender to Sublandlord all keys to any\npart of the Prime Premises and make known to Sublandlord the combination of all\ncombination locks that Subtenant is permitted to leave on the PBOS\nLicensed\/Subleased Area.  All Alterations in or upon the Subleased Premises made\nby Subtenant shall become a part of and shall remain upon the Subleased Premises\nupon such termination without compensation, allowance or credit to Subtenant.\nSubtenant shall also remove any improvements to the Premises, or portions\nthereof, that Prime Landlord may require Sublandlord to remove pursuant to the\nterms of the Prime Lease.  Further, Subtenant shall remove any telephone,\ncomputer or similar cabling or wiring installed in the Building by or on behalf\nof Subtenant.  Subtenant shall restore the Subleased Premises to their condition\nprior to the making of such Alteration, repairing any damage occasioned by such\nremoval or restoration to Sublandlord's satisfaction on or prior to the end of\nthe Term.  If Sublandlord or Prime Landlord requires removal of any improvements\nto the Premises, or portions thereof, and Subtenant does not make such removal\nin accordance with this Section, Sublandlord may remove the same (and repair any\ndamage occasioned thereby), and dispose thereof, or at its election, warehouse\nthe same.  Subtenant shall pay the costs of such removal, repair and warehousing\non demand.\n\n18.  REMOVAL OF SUBTENANT'S PROPERTY.  Upon the expiration of this Sublease,\n     -------------------------------                                        \nSubtenant shall remove Subtenant's articles of personal property incident to\nSubtenant's business (collectively, \"Trade \n                                     -----\n\n                                      -8-\n\n \n                                                       [OSD and PBI Share Space]\n\n \nFixtures\"); provided, however, Subtenant shall repair any injury or damage to\n--------    --------  -------\nthe PBOS Licensed\/Subleased Area that may result from such removal and shall\nrestore the PBOS Licensed\/Subleased Area to the same condition as prior to the\ncommencement of the Prime Lease to Sublandlord's satisfaction on or prior to the\nend of the Term. If Subtenant does not remove Subtenant's Trade Fixtures from\nthe PBOS Licensed\/Subleased Area prior to the expiration or earlier termination\nof the Term, Sublandlord may, at its option, remove the same (and repair any\ndamage occasioned thereby and restore the PBOS Licensed\/Subleased Area as\naforesaid) and dispose thereof or deliver the same to any other place of\nbusiness of Subtenant, or warehouse the same, and Subtenant shall pay the cost\nof such removal, repair, restoration, delivery or warehousing to Sublandlord on\ndemand, or Sublandlord may treat Trade Fixtures as having been conveyed to\nSublandlord with this Sublease as a bill of sale, without further payment or\ncredit by Sublandlord to Subtenant.\n\n19.  HOLDING OVER.  Subtenant shall have no right to occupy the PBOS\n     ------------                                                   \nLicensed\/Subleased Area or any portion thereof after the expiration of this\nSublease or after termination of this Sublease or Subtenant's right to\npossession in consequence of a Subtenant Event of Default.  If Subtenant or any\nparty claiming by, through or under Subtenant holds over, Sublandlord may\nexercise any and all remedies available to it at law or in equity to recover\npossession of the PBOS Licensed\/Subleased Area and to recover damages, including\nwithout limitation, damages payable by Sublandlord to Prime Landlord by reason\nof such holdover.  For each and every month or partial month that Subtenant or\nany party claiming by, through or under Subtenant remains in occupancy of all or\nany portion of the PBOS Licensed\/Subleased Area after the expiration of this\nSublease or after termination of this Sublease or Subtenant's right to\npossession, Subtenant shall pay, as minimum damages and not as a penalty,\nmonthly rental at a rate equal to double the rate of Minimum Rent and all\nadditional rent payable by Sublandlord to Prime Landlord under the Prime Lease\nimmediately prior to the expiration or other termination of this Sublease or of\nSubtenant's right to possession.  The acceptance by Sublandlord of any lesser\nsum shall be construed as payment on account and not in satisfaction of damages\nfor such holding over.  If Subtenant fails to surrender the PBOS\nLicensed\/Subleased Area upon the expiration or termination of this Sublease,\nSubtenant shall indemnify, defend and hold harmless Sublandlord from all costs,\nloss, expense or liability, including without limitation, claims made by Prime\nLandlord, claims made by any succeeding tenant and real estate brokers' claims\nand attorneys' fees.  No acceptance by Sublandlord of any Rent during or for any\nperiod following the expiration or termination of this Sublease shall operate or\nbe construed as an extension or renewal of this Sublease.\n\n20.  ENCUMBERING TITLE.  Subtenant shall not do any act that shall in any way\n     -----------------                                                       \nencumber the title of Prime Landlord in and to the Building or the Property, nor\nshall the interest or estate of Prime Landlord or Sublandlord be in any way\nsubject to any claim by way of lien or encumbrance, whether by operation of law\nby virtue of any express or implied contract by Subtenant, or by reason of any\nother act or omission of Subtenant.  Any claim to, or lien upon, the PBOS\nLicensed\/Subleased Area, the Building or the Property arising from any act or\nomission of Subtenant shall accrue only against the subleasehold estate of\nSubtenant and shall be subject and subordinate to the paramount title and rights\nof Prime Landlord in and to the Building and the Property and the interest of\nSublandlord in the Prime Premises.  Without limiting the generality of the\nforegoing, Subtenant shall not permit the PBOS Licensed\/Subleased Area, the\nBuilding or the Property to become subject to any mechanics', laborers' or\nmaterialmen's lien on account of labor or material furnished to Subtenant or\nclaimed to have been furnished to Subtenant in connection with work of any\ncharacter performed or claimed to have been performed on the PBOS\nLicensed\/Subleased Area by Subtenant or Subtenant's Representatives; provided,\n                                                                     -------- \nhowever, if so permitted to Sublandlord under the Prime Lease, Subtenant shall\n-------                                                                       \nhave the right to contest in good faith and with reasonable diligence, the\nvalidity of any such lien or claimed lien if Subtenant shall give to Prime\nLandlord and Sublandlord such security as may be deemed satisfactory to them to\nassure payment thereof and to prevent any sale, foreclosure, or forfeiture of\nthe PBOS Licensed\/Subleased Area, the Building or the Property by reason of\nnonpayment thereof; provided, further, on final determination of the \n                    --------  -------\n\n\n                                      -9\n\n \n                                                     [OSD and PBI Share Space]\n\n\n\nlien or claim of lien, Subtenant shall immediately pay any judgment rendered,\nwith all proper costs and charges, and shall have the lien released and any\njudgment satisfied.\n\n21.  INDEMNITY. Subtenant shall indemnify Sublandlord and hold Sublandlord\n     ---------                                                            \nharmless from all losses, damages, liabilities and expenses that Sublandlord may\nincur, or for which Sublandlord may be liable to Prime Landlord, arising from\nthe acts or omissions of Subtenant that are the subject matter of any indemnity\nor hold harmless of Sublandlord to Prime Landlord under the Prime Lease.\n\n22.  SUBLANDLORD'S RIGHT TO ACCESS.  Sublandlord reserves the right, on\n     -----------------------------                                     \nreasonable prior notice, to inspect the Subleased Premises, to access the\nSubleased Premises to perform any maintenance obligations imposed on Sublandlord\nunder Section 14, or to exhibit the Subleased Premises to persons having a\n      ----------                                                          \nlegitimate interest at any time during the Term.  Sublandlord further reserves\nPrime Landlord's right of access to the PBOS Licensed\/Subleased Area to the\nextent, if any, reserved by Prime Landlord under the Prime Lease.\n\n23.  DEFAULTS.  Any one or more of the following events shall be considered a\n     --------                                                                \n\"Subtenant Event of Default\" hereunder:\n---------------------------            \n\n    A.  If Subtenant shall default in any payment of Rent required to be made by\nSubtenant hereunder when due as herein provided and such default shall continue\nfor five (5) days after the date that such payment became due and payable; or\n\n    B.  If Subtenant breaches Section 6 of this Sublease; or\n                              ---------                     \n\n    C.  If Subtenant shall be adjudged an involuntary bankrupt, or a decree or\norder approving, as properly filed, a petition or answer filed against Subtenant\nasking reorganization of Subtenant under the federal bankruptcy laws as now or\nhereafter amended, or under the laws of any state, shall be entered, and any\nsuch decree or judgment or order shall not have been vacated or stayed or set\naside within sixty (60) days from the date of the entry or granting thereof; or\n\n    D.  Subtenant shall file, or admit the jurisdiction of the court and the\nmaterial allegations contained in, any petition in bankruptcy, or any petition\npursuant or purporting to be pursuant to the federal bankruptcy laws now or\nhereafter amended, or Subtenant shall institute any proceedings for relief of\nSubtenant under any bankruptcy or insolvency laws or any laws relating to the\nrelief of debtors, readjustment of indebtedness, reorganization, arrangements,\ncomposition or extension; or\n\n    E.  If Subtenant shall make any assignment for the benefit of creditors or\nshall apply for or consent to the appointment of a receiver for Subtenant or any\nof the property of Subtenant; or\n\n    F.  If Subtenant shall admit in writing its inability to pay its debts as\nthey become due; or\n\n    G.  If the Subleased Premises are levied on by any revenue officer or\nsimilar officer; or\n\n    H.  If a decree or order appointing a receiver of the property of Subtenant\nshall be made and such decree or order shall not have been vacated, stayed or\nset aside within sixty (60) days from the date of entry or granting thereof; or\n\n    I.  If Subtenant shall abandon the Subleased Premises during the Term\nhereof; or\n\n    J.  If Subtenant shall default in securing insurance or in providing\nevidence of insurance as set forth in Section 9 of this Sublease or shall\n                                      ---------\ndefault with respect to lien claims as set forth in Section 20 of \n                                                    ----------\n\n                                     -10-\n\n \n                                                     [OSD and PBI Share Space]\n\n\n\nthis Sublease and either such default shall continue for five (5) days after\nnotice thereof in writing to Subtenant; or\n\n    K.  If Subtenant shall, by its act or omission to act, cause a default under\nthe Prime Lease and such default shall not be cured within the time, if any,\npermitted for such cure under the Prime Lease; or\n\n    L.  If Subtenant shall default in any of the other covenants and agreements\nherein contained to be kept, observed and performed by Subtenant, and such\ndefault shall continue for thirty (30) days after notice thereof in writing to\nSubtenant, or if such default is of a nature that it cannot be completely\nremedied within such thirty (30)-day period, if Subtenant does not promptly\ninstitute and thereafter diligently prosecute to completion all steps necessary\nto remedy the default after receipt of notice thereof.\n\n24.  SUBLANDLORD REMEDIES.  Upon the occurrence of any one or more Subtenant\n     --------------------                                                   \nEvents of Default, Sublandlord shall have the right to: (i) exercise any remedy\nagainst Subtenant that Prime Landlord may exercise for an event of default by\nSublandlord beyond the expiration of any applicable notice and cure period under\nthe Prime Lease; and (ii) pursue all available remedies in equity or at law.\n\n25.  SUBLANDLORD DEFAULT: SUBTENANT REMEDIES.\n     --------------------------------------- \n\n       A. Any one or more of the following events shall be considered a\n\"Sublandlord Event of Default\" hereunder:\n ----------------------------\n\n          1.  If Sublandlord shall, by its act or omission to act, cause a\ndefault under the Prime Lease and such default shall not be cured within the\ntime, if any, permitted for such cure under the Prime Lease; or\n\n          2.  If Sublandlord shall be adjudged an involuntary bankrupt, or a\ndecree or order approving, as properly filed, a petition or answer filed against\nSublandlord asking reorganization of Sublandlord under the federal bankruptcy\nlaws as now or hereafter amended, or under the laws of any state, shall be\nentered, and any such decree or judgment or order shall not have been vacated or\nstayed or set aside within sixty (60) days from the date of the entry or\ngranting thereof; or\n\n          3.  Sublandlord shall file, or admit the jurisdiction of the court and\nthe material allegations contained in, any petition in bankruptcy, or any\npetition pursuant or purporting to be pursuant to the federal bankruptcy laws\nnow or hereafter amended, or Sublandlord shall institute any proceedings for\nrelief of Sublandlord under any bankruptcy or insolvency laws or any laws\nrelating to the relief of debtors, readjustment of indebtedness, reorganization,\narrangements, composition or extension; or\n\n          4.  If Sublandlord shall make any assignment for the benefit of\ncreditors or shall apply for or consent to the appointment of a receiver for\nSublandlord or any of the property of Sublandlord; or\n\n          5.  If Sublandlord shall admit in writing its inability to pay its\ndebts as they become due; or\n        \n          6.  If the PBI Space is levied on by any revenue officer or similar\nofficer; or\n\n          7.  If a decree or order appointing a receiver of the property of\nSublandlord shall be made and such decree or order shall not have been vacated,\nstayed or set aside within sixty (60) days from the date of entry or granting\nthereof; or\n\n                                     -11-\n\n \n                                                       [OSD and PBI Share Space]\n \n          8.  If Sublandlord shall abandon the Subleased Premises during the\nTerm hereof; or\n\n          9.  If Sublandlord shall default in any of the other covenants and\nagreements herein contained to be kept, observed and performed by Sublandlord,\nand such default shall continue for thirty (30) days after notice thereof in\nwriting to Sublandlord, or if such default is of a nature that it cannot be\ncompletely remedied within such thirty (30)-day period, if Sublandlord does not\npromptly institute and thereafter diligently prosecute to completion all steps\nnecessary to remedy the default after receipt of notice thereof.\n\n    B.  Upon the occurrence of any one or more Sublandlord Events of Default,\nSubtenant shall have the right to: (i) exercise any remedy against Sublandlord\nthat Sublandlord may exercise for an event of default by Prime Landlord beyond\nthe expiration of any applicable notice and cure period under the Prime Lease;\nand (ii) pursue all available remedies in equity or at law.\n\n26.  NOTICES AND CONSENTS.  All notices, demands, requests, consents or\n     --------------------                                              \napprovals that may or are required to be given by either party to the other\nshall be in writing and shall be deemed given when actually received by the\nother party, if:  (i) served personally; (ii) sent by nationally-recognized\novernight courier with return receipt; or (iii) sent by United States registered\nor certified mail, postage prepaid, return receipt requested and, if to\nSubtenant, addressed to Subtenant at the address specified in Section 1(I) or at\n                                                              ------------      \nsuch other place as Subtenant may from time to time designate by notice in\nwriting to Sublandlord, or if to Sublandlord, addressed to Sublandlord at the\naddress specified in Section 1(J) or at such other place as Sublandlord may from\n                     ------------                                               \ntime to time designate by notice in writing to Subtenant.  Notwithstanding the\nforegoing, rejection or other refusal to accept a notice, request or demand, or\nthe inability to deliver because of a changed address of which no notice was\ngiven, shall be deemed to be actual receipt thereof.  Each of Subtenant and\nSublandlord shall promptly deliver to the other a copy of each notice, demand,\nrequest, consent or approval to or from Prime Landlord.\n\n27.  RELATIONSHIP BETWEEN PRIME LEASE AND THIS SUBLEASE.  This Sublease and all\n     --------------------------------------------------                        \nthe rights of parties hereunder are subject and subordinate to the Prime Lease.\nEach party shall not, by its act or omission to act, cause a default under the\nPrime Lease.  In furtherance of the foregoing, the parties hereby confirm, each\nto the other, that it is not practical in this Sublease to enumerate all of the\nrights and obligations of the various parties under the Prime Lease and\nspecifically to allocate those rights and obligations in this Sublease.\nAccordingly, in order to afford to Subtenant the benefits of this Sublease and\nof those provisions of the Prime Lease that by their nature are intended to\nbenefit the party in possession of the Subleased Premises, and in order to\nprotect Sublandlord against a default by Subtenant that might cause a default or\nevent of default by Sublandlord under the Prime Lease:\n\n    A.  Provided Subtenant shall timely pay all Rent when and as due under this\nSublease, Sublandlord shall pay, when and as due, all base rent, additional rent\nand other charges payable by Sublandlord to Prime Landlord under the Prime\nLease;\n\n    B.  Except as otherwise expressly provided herein, Sublandlord shall perform\nits covenants and obligations under the Prime Lease that do not require for\ntheir performance possession of the Subleased Premises and that are not\notherwise to be performed hereunder by Subtenant on behalf of Sublandlord. For\nexample, Sublandlord shall at all times keep in full force and effect all\ninsurance required of Sublandlord as tenant under the Prime Lease.\n\n    C.  Except as otherwise expressly provided herein, Subtenant shall perform\nall affirmative covenants and shall refrain from performing any act that is\nprohibited by the negative covenants of the Prime Lease, where the obligation to\nperform or refrain from performing is by its nature imposed upon the party in\npossession of the Subleased Premises. If possible, Subtenant shall perform such\naffirmative\n\n\n                                     -12-\n\n \n                                                     [OSD and PBI Share Space]\n\n\ncovenants that are also covenants of Sublandlord under the Prime Lease at least\nfive (5) business days prior to the date when Sublandlord's performance is\nrequired under the Prime Lease. Sublandlord shall have the right, but not the\nobligation, to enter the Subleased Premises to cure any default by Subtenant\nunder this Section.\n\n    D.  Sublandlord grants to Subtenant the right to receive all of the services\nand benefits with respect to the Subleased Premises that are to be provided by\nPrime Landlord under the Prime Lease. Sublandlord shall have no duty to perform\nany obligations of Prime Landlord that are, by their nature, the obligation of\nan owner or manager of real property. For example, Sublandlord shall not be\nrequired to provide the services or repairs that Prime Landlord is required to\nprovide under the Prime Lease. Sublandlord shall have no responsibility for or\nbe liable to Subtenant for any default, failure or delay on the part of Prime\nLandlord in the performance or observance by Prime Landlord of any of its\nobligations under the Prime Lease, nor shall such default by Prime Landlord\naffect this Sublease or waive or defer the performance of any of Subtenant's\nobligations hereunder except to the extent that such default by Prime Landlord\nexcuses performance by Sublandlord under the Prime Lease.\n\n28.  PRIME LANDLORD'S CONSENT.  This Sublease and the obligations of the parties\n     ------------------------                                                   \nhereunder are expressly conditioned upon Sublandlord's obtaining prior written\nconsent hereto by Prime Landlord, if such written consent is required under the\nPrime Lease.  Sublandlord shall use commercially reasonable efforts to obtain\nsuch consent.  Subtenant shall promptly deliver to Sublandlord any information\nreasonably requested by Prime Landlord (in connection with Prime Landlord's\napproval of this Sublease) with respect to the nature and operation of\nSubtenant's business and\/or the financial condition of Subtenant.  This Sublease\nand Prime Landlord's consent hereto shall not: (a) create privity of contract\nbetween Prime Landlord and Subtenant; (b) be deemed to have amended the Prime\nLease in any regard (unless Prime Landlord shall have expressly agreed in\nwriting to such amendment); or (c) be construed as a waiver of Prime Landlord's\nright to consent to any assignment of the Prime Lease by Sublandlord or any\nfurther subletting of the Prime Premises, or as a waiver of Prime Landlord's\nright to consent to any assignment by Subtenant of this Sublease or any sub-\nsubletting of the Subleased Premises or any part thereof.  If Prime Landlord's\nconsent to this Sublease is required pursuant to the Prime Lease, and if\nSublandlord reasonably believes that Sublandlord will be placed in default of\nthe Prime Lease by Prime Landlord because of the existence of this Sublease,\nthen Sublandlord shall have the right to terminate immediately this Sublease by\ngiving written notice thereof to Subtenant at any time thereafter, but before\nPrime Landlord grants such consent.\n\n29.  BROKERAGE.  Each party warrants to the other that it has had no dealings\n     ---------                                                               \nwith any broker or agent in connection with this Sublease and covenants to hold\nharmless and indemnify the other party from and against any and all costs\n(including reasonable attorneys' fees), expense or liability for any\ncompensation, commissions and charges claimed by any broker or agent with\nrespect to this Sublease or the negotiation thereof on behalf of such party.\n\n30.  FORCE MAJEURE.  Neither party shall be deemed in default with respect to\n     -------------                                                           \nany of the terms, covenants and conditions of this Sublease if such party's\nfailure to timely perform is due in whole or in part to any strike, lockout,\nlabor trouble (whether legal or illegal), civil disorder, failure of power,\nrestrictive governmental laws and regulations, riots, insurrections, war,\nshortages, accidents, casualties, acts of God, acts caused directly by the other\nparty or its agents, employees and invitees or any other cause beyond the\nreasonable control of a party other than an insufficiency of funds.  This\nSection shall not be applicable, however, if the failure to perform timely\ncreates a default under the Prime Lease.\n\n31.    PARKING.  Subtenant shall have the right to use Subtenant's Share of the\n       -------                                                                 \nnumber of parking spaces, if any, that Sublandlord has the right to use pursuant\nto the Prime Lease, subject to the terms of the Prime Lease.\n\n\n                                     -13-\n\n \n                                                      [OSD and PBI Share Space]\n\n\n\n32.  SIGNAGE.  At Subtenant's cost, Sublandlord shall cooperate with Subtenant\n     -------                                                                  \nin obtaining any additional signage that Subtenant may request.  Any such\nrequest shall be made by Subtenant in writing to Sublandlord.  Subtenant shall,\nsubject to the Prime Lease, modify all signage identifying Subtenant at the\nBuilding, if any, so as to comply with Legal Requirements, including without\nlimitation, the termination of any licensing contracts with Sublandlord.\n\n33.  COOPERATION; ARBITRATION.\n     ------------------------ \n\n     A.    Each party hereto shall use commercially reasonable efforts to\ncooperate and not to compete with the other party and act in good faith in\nconnection with this Sublease. The parties hereto shall not have been deemed to\nhave agreed to the resolution of any dispute arising out this Sublease by\narbitration unless resolution in such manner is required by the terms of the\nPrime Lease or shall have been specifically provided for in this Sublease.\nDisputes under the following sections of this Sublease shall be resolved by\narbitration: 10 and 15. Every dispute between the parties that is expressly\nprovided in this Sublease to be resolved by arbitration shall be resolved in the\nmanner provided in this Section.\n\n     B.    The party requesting arbitration shall do so by giving notice to that\neffect to the other party, and the parties shall have ten (10) days within which\nto select one mutually agreeable arbitrator.  If the parties fail to agree on\none arbitrator within the ten (10)-day period, either party may promptly request\nthe American Arbitration Association (the \"Association\") to appoint one (1)\n                                           -----------                     \narbitrator for the matter, and, in the absence of an identifiable conflict of\ninterest or demonstrable bias, the Association's selection shall be binding upon\nSublandlord and Subtenant.  The Association shall appoint as arbitrator an\nindividual with the following qualifications: at least ten (10) years'\nexperience in the business of commercial real estate (which experience shall be\ndeemed by the Association to be relevant to the pending dispute between\nSublandlord and Subtenant) and never been a direct or indirect employee or agent\nof either Sublandlord or Subtenant.\n\n     C.    The arbitration shall be conducted in accordance with the provisions\nhereof and to the extent consistent with this Section, in accordance with the\nthen-prevailing commercial rules of the Association in the locality in which the\nPrime Premises are located.  The arbitrator shall have the right to retain and\nconsult experts and competent authorities skilled in arbitration.  The\narbitrator shall render his or her decision and award within 30 days after the\nfinal hearing.  Such decision and award shall be in writing and counterpart\ncopies thereof shall be delivered to each of the parties.\n\n     D.    The expenses of arbitration shall be apportioned between the parties\nby the arbitrator, including counsel fees, audit costs, experts and\npresentations of proof. The arbitrator may, however, determine that the\nunsuccessful party shall pay all of such costs, including all costs incurred by\nthe successful party.\n\n34.  ENVIRONMENTAL OBLIGATIONS.  Each of Subtenant and Sublandlord covenants\n     -------------------------                                              \nthat no Hazardous Materials (as defined below) will be brought onto or stored or\nused in the Prime Premises by such party or its respective employees, agents,\ncontractors and invitees (collectively, \"Representatives\"), except in compliance\n                                         ---------------                        \nwith all Legal Requirements.  Each party shall hold harmless, indemnify and\ndefend the other from and against any Environmental Damages (as defined below)\nresulting from events occurring on or about the Property caused by the\nindemnifying party or its respective Representatives.  \"Hazardous Materials\"\n                                                        ------------------- \nshall mean any hazardous or toxic substance, material or waste (including\nconstituents thereof) that is or becomes regulated by one or more Governmental\nAuthorities.  The words \"Hazardous Materials\" include, without limitation: (i)\n                         -------------------                                  \nany material or substance listed or defined as a \"hazardous waste,\" \"extremely\nhazardous waste,\" \"restricted hazardous waste,\" \"hazardous substance\" or \"toxic\nsubstance\" under any Legal Requirement; (ii) petroleum and its byproducts; (iii)\nasbestos, radon gas and urea formaldehyde foam insulation; (iv) polychlorinated\nbiphenyl; (v) any substance designated \n\n                                     -14-\n\n \n                                                      [OSD and PBI Share Space]\n\nas a hazardous or toxic waste or substance (or words of similar import) pursuant\nto the Federal Water Pollution Control Act, as amended (33 U.S.C. (S)1317), the\nFederal Resource Conservation and Recovery Act, as amended (42 U.S.C. (S)6903),\nthe Comprehensive Environmental Response, Compensation and Liability Act, as\namended (42 U.S.C. (S)(S)9601 et seq.), the Toxic Substances Control Act, as\namended (15 U.S.C. (S)(S)2601 et seq.), or the Hazardous Materials\nTransportation Act, as amended (49 U.S.C. (S)(S)1801 et seq.); or (vi) any other\nchemical, material, gas or substance, the exposure to or release of which is or\nmay hereafter be prohibited, limited or regulated by any governmental or quasi-\ngovernmental entity having jurisdiction over the Property or the operations or\nactivity at the Property, or any chemical, material, gas or substance that does\nor may pose a hazard to the health or safety of the occupants of the Property or\nthe occupants of property adjacent to the Property. \"Environmental Damages\"\n                                                     ---------------------\nshall mean all claims, judgments, damages (including punitive damages), losses,\npenalties, fines, liabilities (including strict liability), encumbrances and\nliens, and any other costs and expenses, resulting from the existence on or in,\nor release to, the ground or air, of Hazardous Materials in violation of, or\nalleged to be in violation of, the Legal Requirements applicable thereto,\nincluding any attorneys' fees, disbursements, consultant's fees and other costs\nresulting from: (i) investigation and defense of any alleged claim; (ii)\ndirective of any Governmental Authorities, whether or not the claims or\ndirectives are groundless, false or fraudulent, or are ultimately defeated; and\n(iii) any settlement or judgment.\n\n35.  MISCELLANEOUS.\n     ------------- \n\n     A.  BUSINESS DAYS. As herein, the term \"business days\" shall mean all days\n         -------------\nexcept Saturdays, Sundays and any day that national banks operating in the\nState of Connecticut are required or are authorized to close.\n\n     B.  SUCCESSORS.  The terms, covenants and conditions contained in this\n          ----------                                                          \nSublease shall bind and benefit the successors and assigns of the parties with\nthe same effect as if mentioned in each instance where a party is named or\nreferred to, except that no violation of the provisions of Section 11 shall\n                                                           ----------      \noperate to vest any rights in any successor or assignee or Subtenant.\n\n     C.  ENTIRE AGREEMENT AND AMENDMENTS.  This Sublease contains the entire\n         -------------------------------                                      \nagreement between the parties, and all prior negotiations and agreements are\nmerged in this Sublease.  This Sublease may not be changed, modified or\ndischarged, in whole or in part, except by a written instrument executed by the\nparty against whom enforcement of the change, modification or discharge is\nsought.\n\n     D.  GOVERNING LAW.  This Sublease shall be governed in all respects by the\n         -------------\nlaws of the State or Commonwealth in which the Prime Premises are located.\n\n\n     E.  SEPARABILITY.  If any term or provision of this Sublease or any\n         ------------                                                     \napplication thereof shall be invalid or unenforceable, the remainder of this\nSublease and any other application of such term shall not be affected thereby.\n\n     F.  NOTICE OF LEASE.  This Sublease shall not be filed on the public\n         ---------------\nrecord.\n        \n     G.  COUNTERPARTS.  This Sublease may be executed in any number of\n         ------------                                                   \ncounterparts, each of which upon execution and delivery shall be considered an\noriginal for all purposes; provided, however, all such counterparts shall,\n                           --------  -------                              \ntogether, upon execution and delivery, constitute one and the same instrument.\n\n    H.   CUMULATIVE REMEDIES; WAIVER. All of the remedies given to a party in\n         ---------------------------\nthis Sublease in the event of default by the other party are in addition to all\nother rights or remedies to which the first party may be entitled at law or in\nequity; all such remedies shall be deemed cumulative and the\n\n\n                                     -15-\n\n \n                                                      [OSD and PBI Share Space]\n\n\n\nelection of one shall not be deemed a waiver of any other or further rights or\nremedies. The failure of either party to insist in any one or more instances\nupon the strict performance of any one or more of the agreements, terms,\ncovenants, conditions or obligations of this Sublease, or to exercise any right,\nremedy or election herein contained, shall not be construed as a waiver or\nrelinquishment of the future of the performance of such one or more obligations\nof this Sublease or of the right to exercise such election, but the same shall\ncontinue and remain in full force and effect with respect to any subsequent\nbreach, act or omission, whether of a similar nature or otherwise.\n\n    I.  AMBIGUITIES. Any rule of construction to the effect that any ambiguities\n        -----------\nare to be resolved against the drafting party shall not apply to the\ninterpretation of this Sublease or any amendments or exhibits hereto.\n\n\n\n                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]\n\n\n\n                                     -16-\n\n \n                                                      [OSD and PBI Share Space]\n\n\n\n\n     IN WITNESS WHEREOF Sublandlord and Subtenant have duly executed this\nSublease as of the day and year first above written.\n\n                                    Sublandlord:\n                                    PITNEY BOWES INC.\n\n\n\n                                    By:____________________________________\n                                    Name:   Mary Maarbjerg\n                                    Title:  Vice President, Real Estate and\n                                    Administration\n\n                                    Subtenant:\n                                    PITNEY BOWES OFFICE SYSTEMS, INC.\n\n\n                                    By:____________________________________\n                                    Name:   Mark S. Flynn\n                                    Title:  Vice President\n\n                                     -17-\n\n \n                                                     [OSD and PBI Share Space]\n\n\n\nSTATE OF ________________  )\n                           )  ss:\nCOUNTY OF ______________   )\n\n     The foregoing instrument was acknowledged before me this __ day of\n_________, 2001, by Mary Maarbjerg, Vice President, Real Estate and\nAdministration of Pitney Bowes Inc., a Delaware corporation, on behalf of the\ncorporation.\n\n\n                                 _____________________________________\n                                 Notary Public\n\n                                 My Commission Expires:\n\n\nSTATE OF                   )\n                           )  ss:\nCOUNTY OF                  )\n\n     The foregoing instrument was acknowledged before me this __ day of\n_________, 2001, by Mark S. Flynn, Vice President of Pitney Bowes Office\nSystems, Inc., a Delaware corporation, on behalf of the corporation.\n\n\n                                 _____________________________________\n                                 Notary Public\n                                 My Commission Expires:\n\n\n\n                                     -18-\n\n \n                                                      [OSD and PBI Share Space]\n\n\n                  EXHIBIT A TO SUBLEASE AND LICENSE AGREEMENT\n                  -------------------------------------------\n                                        \n1.A.  Property Address:\n      ---------------- \n\n\n1.B.  Prime Landlord:\n      -------------- \n\n\n1.C.  Prime Landlord's Notice Address:\n      ------------------------------- \n\n\n1.D.  Identification of Prime Lease and all Amendments thereto:\n      -------------------------------------------------------- \n\n\nI.E.  Subtenant's Share:  [Calculated by dividing the rentable square footage\n      -----------------                                                      \n      for which PBOS is paying Minimum Rent, as set forth below, by the rentable\n      square footage of the Prime Premises]\n\n\n      Rentable Square Footage of the PBOS Licensed\/Subleased Area:\n      Rentable Square Footage of the Prime Premises:\n      Subtenant's Share:\n      Cost Per Square Foot:\n\n1.F.  Expiration Date of Prime Lease:\n      ------------------------------ \n\n\n1.G.  Minimum Rent:    Annual      Monthly\n      ------------     ------      -------\n\n\n                                     -19-\n\n \n                                                       [OSD and PBI Share Space]\n\n\n\n                  EXHIBIT B TO SUBLEASE AND LICENSE AGREEMENT\n                  -------------------------------------------\n                                        \n                  [LIST OF ADDRESSES OF UNDERUTILIZED SITES]\n\n\n\n\n                                     -20-\n\n \n                                                      [OSD and PBI Share Space]\n\n\n\n\n                  EXHIBIT C TO SUBLEASE AND LICENSE AGREEMENT\n                  -------------------------------------------\n                                        \n                      [SUBLANDLORD'S CORPORATE STANDARDS]\n                                        \n\n\n\n\n                                     -21-\n\n \n                                                       [OSD and PBI Share Space]\n\n\n\n\n                  EXHIBIT D TO SUBLEASE AND LICENSE AGREEMENT\n                  -------------------------------------------\n\n                             RULES AND REGULATIONS\n\n  1.  Locking devices may not be modified or new ones installed on doors or\n      windows without Sublandlord's prior written consent. At the end of the\n      Sublease Term, Subtenant will account for and give all keys, keycards, and\n      combinations to the Sublandlord. Sublandlord shall not change or modify\n      the locks on any exterior doors or on any interior doors in the Licensed\n      Space without reasonable prior notice and provision of substitute keys,\n      key cards or combinations to Subtenant.\n\n  2.  The doors to the Prime Premises must be securely closed and locked when\n      leaving after normal Business Hours. Each of Subtenant and Sublandlord is\n      responsible for all persons for whom it grants access and shall be liable\n      to the other for all acts of such persons.\n\n  3.  Each of Subtenant and Sublandlord must not overload the floor of the Prime\n      Premises.\n\n  4.  Vending machine selection and operation shall be mutually agreed upon.\n\n  5.  Each of Subtenant and Sublandlord shall not install and\/or utilize on the\n      Prime Premises any office machines, including mail-processing machines,\n      copiers and facsimile machines, that are manufactured or sold in\n      competition with the other's products.\n \n  6.  Each of Subtenant and Sublandlord shall not utilize outsource service\n      providers on the Prime Premises that are in competition with any business\n      owned or operated by the other.\n\n  7.  Hazardous or obnoxious materials may not be used or kept on the Prime\n      Premises.\n\n  8.  The Prime Premises must not be used in an offensive or objectionable\n      manner.\n\n  9.  Each of Subtenant and Sublandlord shall not bring into or keep within the\n      Prime Premises any animals (except seeing-eye dogs required by visually\n      impaired individuals), birds, or bicycles.\n\n 10.  Food preparation or cooking is not permitted.\n\n 11.  Subtenant shall cooperate with Sublandlord's recycling programs such as\n      the \"Waste Wise\" program.\n\n 12.  No curtains, blinds, shades or screens shall be attached to or hung in, or\n      used in connection with, any window or door of the Prime Premises other\n      than building standard window coverings. Neither the interior nor exterior\n      of any windows shall be coated or otherwise sunscreened without the prior\n      written consent of Sublandlord.\n\n 13.  Each of Subtenant and Sublandlord assumes all responsibility for the\n      protection of its personnel, agents and invitees and the respective\n      property thereof, from acts of third parties, including keeping doors\n      locked and other means of entry to the Prime Premises closed. This\n      responsibility exists even if Sublandlord may elect to (but shall not be\n      obligated to do so) provide security equipment or services. Subtenant\n      further assumes the risk that any safety and security devices, services\n      and programs that Sublandlord provides may not be effective, or may\n      malfunction or may be circumvented by an unauthorized third party. Each of\n      Subtenant and Sublandlord shall cooperate in any reasonable safety or\n      security program developed by Sublandlord, requested by Subtenant or\n      required by law.\n\n\n                                     -22-\n\n \n                                                      [OSD and PBI Share Space]\n\n\n14.  No auction, liquidation, fire sale, going-out-of-business, bankruptcy, or\n     other sale to the general public shall be conducted in the Prime Premises.\n\n15.  Smoking is not permitted in the Prime Premises.\n\nThe above Rules and Regulations are in addition to the Prime Lease Rules and\nRegulations (if any) which are deemed a part of this Sublease.\n\n\n                                     -23-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7831,8530],"corporate_contracts_industries":[9454],"corporate_contracts_types":[9604,9579],"class_list":["post-41967","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-imagistics-international-inc","corporate_contracts_companies-pitney-bowes-inc","corporate_contracts_industries-manufacturing__industrial","corporate_contracts_types-land__other","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41967","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41967"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41967"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41967"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41967"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}