Common use of Incorporation of Master Lease Terms Clause in Contracts

Incorporation of Master Lease Terms. (a) The applicable terms, covenants and conditions contained in the Master Lease are hereby incorporated herein and shall, as between Sublandlord and Subtenant, constitute additional terms, covenants and conditions of this Sublease, except to the extent set forth below. Except as provided in this Paragraph 12, all references in the Master Lease to “Landlord”, “Tenant”, “Lease”, “Premises”, “Commencement Date” and “Rent” shall, for purposes of incorporation thereof into this Sublease, mean and refer to “Sublandlord”, “Subtenant”, “Sublease”, “Sublease Premises”, “Sublease Commencement Date” and “Subtenant’s Rent”, respectively. As between the Parties hereto, (i) Sublandlord agrees to observe and perform the terms, covenants and conditions on its part to be observed and performed hereunder (and as Tenant under the Master Lease to the extent that such obligations are not to be performed by Subtenant hereunder) (w) which would materially and adversely impact Subtenant if not complied with, (x) which do not require for their performance possession of the Sublease Premises, (y) which are not otherwise to be performed by Subtenant hereunder, and (z) provided Subtenant complies with its obligations hereunder; and (ii) Subtenant agrees to be bound by the provisions of the Master Lease incorporated herein and to keep, observe and perform for the benefit of Master Landlord and Sublandlord each of the terms, covenants and conditions on its part to be kept, observed and performed hereunder as well as those applicable terms, covenants and conditions to be observed and performed by Sublandlord as Tenant under the Master Lease with respect to the Sublease Premises. Without limiting the foregoing, Subtenant shall not commit or permit to be committed on the Sublease Premises any act or omission which shall violate any term, covenant or condition of the Master Lease. Subtenant shall under no circumstances have any rights with respect to the Sublease Premises greater than Sublandlord’s rights as Tenant under the Master Lease.

Incorporation of Master Lease Terms. (a) The applicable termsExcept as otherwise expressly provided herein, covenants and conditions contained in the provisions of the executed Master Lease in identical form as set forth on EXHIBIT "B" of this Lease/Sublease are hereby incorporated by reference with the same force and effect as if set forth at length herein and shall, as between Sublandlord and Subtenant, constitute additional terms, covenants and conditions of this Sublease, except shall apply to the Premises to the extent set forth belowthat the same are applicable, except as modified and amended by this Lease/Sublease. Except as provided in this Paragraph 12, all references References in the Master Lease to “"Landlord”", “"Tenant”", “"Premises", "Master Lease”", “"Basic Rent" and "Additional Rent" shall be deemed to refer to Sublandlord, Subtenant, Premises”, “Commencement Date” and “Rent” shall, for purposes of incorporation thereof into this Lease/Sublease, mean Basic Rent and refer to “Sublandlord”, “Subtenant”, “Sublease”, “Sublease Premises”, “Sublease Commencement Date” and “Subtenant’s Rent”Additional Rent hereunder, respectively. As between Subtenant hereby covenants to Sublandlord and agrees for the Parties hereto, (i) benefit of Sublandlord agrees to that Subtenant shall perform and observe each and perform the terms, covenants every covenant and conditions on its part agreement to be observed or performed by the Tenant under the Master Lease. Sublandlord hereby covenants to Subtenant and performed hereunder agrees for the benefit of Subtenant that Sublandlord will not interfere with the fulfillment by Landlord of any of its obligations to Subtenant under that certain Non-Disturbance Agreement, dated on or about the date of the Closing, by and among, Landlord, Sublandlord and Subtenant (and as Tenant the "Non-Disturbance Agreement"), nor will Sublandlord have the right to take any action which will result in a default under the Master Lease or in the termination of the Master Lease. Notwithstanding the foregoing, Sublandlord shall have no liability to Subtenant for any default under the Master Lease to the extent that such obligations are not the same is caused by Subtenant's failure to be performed by Subtenant hereunder) (w) which would materially and adversely impact Subtenant if not complied with, (x) which do not require for their performance possession of the Sublease Premises, (y) which are not otherwise to be performed by Subtenant hereunder, and (z) provided Subtenant complies comply with its obligations hereunder; and (ii) Subtenant agrees to be bound by the provisions of the Master Lease incorporated herein and to keep, observe and perform for the benefit of Master Landlord and Sublandlord each of the terms, covenants and conditions on its part to be kept, observed and performed hereunder as well as those applicable terms, covenants and conditions to be observed and performed by Sublandlord as Tenant under the Master Lease with respect to the Sublease Premises. Without limiting the foregoing, Subtenant shall not commit or permit to be committed on the Sublease Premises any act or omission which shall violate any term, covenant or condition of the Master Lease. Subtenant shall under no circumstances have any rights with respect to the Sublease Premises greater than Sublandlord’s rights as Tenant under the Master Lease.own obligations

Incorporation of Master Lease Terms. (a) The provisions, terms, covenants and conditions of the Master Lease are, except as otherwise herein specifically provided, hereby incorporated in this Sublease with the same effect as if entirely rewritten herein,except for the prov1s1ons as to base rent, additional rent and such other terms, covenants and conditions that are specifically inconsistent with the terms hereof. Words or terms which are capitalized but not defined herein shall have the meanings ascribed thereto in the Master Lease unless the context clearly requires otherwise. Sublessee acknowledges that it has read and examined the Master Lease attached hereto as Exhibit “A” and is fully familiar with the terms, provisions, covenants and conditions contained therein. Sublessee hereby covenants to perform the terms, provisions, covenants and conditions of Sublessor as tenant under the Master Lease to the extent the same are applicable to the Sublease Premises during the Term and are not otherwise expressly modified by the terms of this Sublease , and agrees not to do or permit to be done any act which shall result in a violation of any of the terms and conditions of the Master Lease. Except as otherwise specifically provided herein, Sublessee is to have the benefit of the covenants and undertakings of Owner as landlord in the Master Lease to the extent the same are applicable to the Sublease Premises during the Term. Sublessor does not assume any obligation to perform the terms, covenants and conditions contained in the Master Lease are hereby incorporated herein on the part of Owner to be performed as the same relates to providing Building services and shallutilities, as between Sublandlord and Subtenantperforming maintenance, constitute additional termsrepair, covenants replacement, rebuilding, and conditions of restoration. It is further understood and agreed, therefore, that notwithstanding anything to the contrary contained in this Sublease, except Sublessor shall not be in default under this Sublease for failure to render any of the services or perform any of the maintenance, repair, replacement, rebuilding, and restoration obligations required of Sublessor by the terms of this Sublease which are the responsibility of Owner as landlord under the Master Lease, but Sublessor agrees to timely take all commercially reasonable measures to insure that Owner performs such services and obligations. In addition to the extent set forth belowforegoing, upon the request of Sublessee, Sublessor shall be obligated to exercise its self-help rights under Section 7.05 of the Master Lease on Sublessee’s behalf and if successful in doing so, then pass through to Sublessee its proportionate share of any benefits thereof. Except The term “commercially reasonable measures” shall not include legal action against Owner for its failure to so perform unless Sublessee agrees to pay all costs and expenses in connection therewith which shall be payable as provided in this Paragraph 12Additional Rent. In addition to the foregoing, all references no such failure or default on the part of Owner shall constitute an actual or constructive total or partial eviction of Sublessee or entitle Sublessee to a reduction or abatement of Base Rent or Additional Rent hereunder, unless such failure or default would constitute an actual or constructive total or partial eviction of Sublessor or would entitle Sublessor to a reduction or abatement of Base Rent or Additional Rent (as such terms are used in the Master Lease to “Landlord”, “Tenant”, “Lease”, “Premises”, “Commencement Date” and “Rent” shall, for purposes ) under the terms of incorporation thereof into this Sublease, mean and refer to “Sublandlord”, “Subtenant”, “Sublease”, “Sublease Premises”, “Sublease Commencement Date” and “Subtenant’s Rent”, respectively. As between the Parties hereto, (i) Sublandlord agrees to observe and perform the terms, covenants and conditions on its part to be observed and performed hereunder (and as Tenant under the Master Lease to or applicable law, if this Sublease did not exist. Notwithstanding the extent that such obligations foregoing, if any utility, HVAC or elevator service (i.e. no elevators are not to be performed by Subtenant hereunderfunctioning) is interrupted for a period of three (w3) which would materially and adversely impact Subtenant if not complied with, (x) which do not require for their performance possession of the Sublease Premises, (y) which are not otherwise to be performed by Subtenant hereunderdays or longer, and such interruption is not caused by Sublessee’s negligence or willful misconduct or a fire or other casualty, then the Rent payable under this Sublease shall be fully abated from the first day of such interruption on a per diem basis until such interruption is eliminated. (zb) provided Subtenant complies with its obligations hereunder; and (ii) Subtenant agrees to be bound by The Parties agree that the following provisions of the Master Lease incorporated herein and to keepare, observe and perform for the benefit purposes of Master Landlord and Sublandlord each of the termsthis Sublease, covenants and conditions on its part to be kept, observed and performed hereunder as well as those applicable terms, covenants and conditions to be observed and performed by Sublandlord as Tenant under the Master Lease with respect to the Sublease Premises. Without limiting the foregoing, Subtenant shall not commit or permit to be committed on the Sublease Premises any act or omission which shall violate any term, covenant or condition of the Master Lease. Subtenant shall under no circumstances have any rights with respect to the Sublease Premises greater than Sublandlordhereby deleted: 1.01 (first paragraph only); 1.02; 2.01; 2.02 (paragraph titled “Tenant’s rights as Tenant under the Master Lease.Pro Rata Share” only); 2.02(e); 2.03 (third sentence only); 3.02

Incorporation of Master Lease Terms. (a) The applicable terms, covenants and conditions contained in the Master Lease are hereby is incorporated herein and shallin its entirety by this reference, as provided, however, that any conflict or inconsistency between Sublandlord and Subtenant, constitute additional terms, covenants the terms and conditions of this Sublease and the Master Lease shall be resolved in favor of this Sublease, except to . For the extent set forth below. Except as provided in purpose of this Paragraph 12Sublease, all references in the Master Lease to “Landlord”Tenant” shall be deemed to mean Sublessee, “Tenant”, “Lease”, “Premises”, all references to “Commencement Date” and “Rent” shall, for purposes of incorporation thereof into shall mean the Commencement Date under this Sublease, mean and refer all references to “Sublandlord”Lease Term” shall mean the Sublease Term under this Sublease, all references to “Subtenant”Security Deposit’ shall mean the Security Deposit under this Sublease, all references to “Sublease”Lease” shall mean this Sublease and all references to “Landlord” shall mean Landlord and/or Sublessor, “Sublease Premises”, “Sublease Commencement Date” and “Subtenant’s Rent”, respectivelyas applicable. As between Notwithstanding the Parties hereto, (i) Sublandlord agrees to observe and perform foregoing incorporation of the terms, covenants terms and conditions on its part to be observed and performed hereunder (and as Tenant under of the Master Lease to Lease, Sublessor shall not be responsible for the extent that such performance of any obligations are not to be performed by Subtenant hereunder) (w) which would materially and adversely impact Subtenant if not complied with, (x) which do not require for their performance possession of the Sublease Premises, (y) which are not otherwise to be performed by Subtenant hereunder, and (z) provided Subtenant complies with its obligations hereunder; and (ii) Subtenant agrees to be bound by the provisions of the Master Lease incorporated herein and to keep, observe and perform for the benefit of Master Landlord and Sublandlord each of the terms, covenants and conditions on its part to be kept, observed and performed hereunder as well as those applicable terms, covenants and conditions to be observed and performed by Sublandlord as Tenant under the Master Lease with respect to the Sublease Premises. Without limiting the foregoing, Subtenant shall not commit or permit to be committed on the Sublease Premises any act or omission which shall violate any term, covenant or condition of the Master Lease. Subtenant shall under no circumstances have any rights with respect to the Sublease Premises greater than Sublandlord’s rights as Tenant under the Master Lease, and Sublessee agrees to look solely to Landlord for the performance of such obligations. Sublessor shall not be liable to Sublessee for any failure by Landlord to perform its obligations under the Master Lease, (except to the extent such failure to perform was caused by Sublessor’s, or its agents’, acts or omissions) nor shall such failure by Landlord excuse performance by Sublessee of its obligations hereunder.

Incorporation of Master Lease Terms. (a) The applicable termsExcept as may be inconsistent with the terms contained in this Sublease, covenants this Sublease is subject and subordinate to all of the terms and conditions contained in of the Master Lease are hereby incorporated herein and shall, as between Sublandlord and Subtenant, constitute additional terms, covenants and conditions of this Sublease, except to the extent set forth below. Except as provided in this Paragraph 12, all references in the Master Lease is incorporated herein in its entirety by this reference. Subtenant hereby assumes and agrees to perform the obligations of Sublandlord, as “LandlordLessee”, “Tenant”, “Lease”, “Premises”, “Commencement Date” and “Rent” shall, for purposes of incorporation thereof into this Sublease, mean and refer to “Sublandlord”, “Subtenant”, “Sublease”, “Sublease Premises”, “Sublease Commencement Date” and “Subtenant’s Rent”, respectively. As between the Parties hereto, (i) Sublandlord agrees to observe and perform the terms, covenants and conditions on its part to be observed and performed hereunder (and as Tenant under the Master Lease as set forth herein as such relates to the extent that such obligations are not to be performed by Subtenant hereunder) (w) which would materially and adversely impact Subtenant if not complied with, (x) which do not require for their performance possession of the Sublease Premises, (y) which are not otherwise to be performed by Subtenant hereunder, and (z) provided Subtenant complies with its obligations hereunder; and (ii) Subtenant agrees to be bound by the provisions of the Master Lease incorporated herein and to keep, observe and perform for the benefit of Master Landlord and Sublandlord each of the terms, covenants and conditions on its part to be kept, observed and performed hereunder as well as those applicable terms, covenants and conditions to be observed and performed by Sublandlord as Tenant under the Master Lease with respect to the Sublease Premises. Without limiting the foregoing, Neither Sublandlord nor Subtenant shall not commit or permit to be committed on the Sublease Premises any act or omission which shall would violate any term, covenant term or condition of the Master Lease. Neither Sublandlord nor Subtenant shall do nor permit anything to be done which would cause the Master Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Master Landlord under no circumstances the Master Lease, and each party shall indemnify and hold the other harmless from and against all claims, liabilities, judgments, costs, demands, penalties, expenses, and damages of any kind whatsoever, including, without limitation, reasonable attorneys’ fees and court costs, (“Claims”) to the extent incurred by the other party by reason of any failure on the part of indemnifying party to perform any of the obligations of “Lessee” under the Master Lease which such indemnifying party is obligated hereunder to perform pursuant to this Sublease, and such indemnity and hold harmless shall survive the expiration or sooner termination of this Sublease. Subtenant agrees that as of the Commencement Date, it will have read and be familiar with the Master Lease. Notwithstanding the foregoing incorporation of the terms and conditions of the Master Lease, Sublandlord shall not be responsible for the performance of any obligations to be performed by Master Landlord under the Master Lease, and Subtenant shall look solely to Master Landlord for the performance of such obligations. Sublandlord shall not be liable to Subtenant for any failure by Master Landlord to perform its obligations under the Master Lease, nor shall such failure by Master Landlord excuse performance by Subtenant of its obligations hereunder; provided, however, that Sublandlord shall, upon Subtenant’s request, exercise its rights under the Master Lease to enforce Master Landlord’s obligations under the Master Lease. Notwithstanding anything herein contained, with respect to the Sublease Premises greater than Sublandlord’s services or rights as Tenant to which Sublandlord is entitled under the Master Lease, Subtenant shall look solely to the Master Landlord under the Master Lease, and the obligations of Sublandlord hereunder shall be limited to making a demand upon Master Landlord to perform its obligations. The foregoing is not intended to limit Sublandlord’s obligations to be performed under this Sublease. Sublandlord and Subtenant agree that as between Sublandlord and Subtenant the time periods for performance as set forth in the Master Lease, are modified to be two (2) days less than that given to Sublandlord, as tenant, under the Master Lease, and the following sections of the Master Lease shall not be applicable to this Sublease: Sections 1.1 through 1.6, 1.9, 2.2, 2.3, 3, 5, 12, 15, 51, 54, 56, 57, 59, 61, 67, and 71. In all provisions of the Master Lease requiring “Lessee” to designate Master Landlord and as an additional or named insured on its insurance policy, Subtenant shall be required to so designate Master Landlord and any individual, party or entity as reasonably required by Master Landlord, on its insurance policy. As provided in Section 70 of the Master Lease, to the extent that Sublandlord’s rental obligation is abated or reduced pursuant to the Master Lease, the Rent hereunder shall be abated or reduced in the same proportion and period as the abatement or reduction under the Master Lease. Subtenant shall not be entitled to any further abatement or reduction in Rent.

Incorporation of Master Lease Terms. (a) The applicable terms, covenants and conditions contained in the Master Lease are hereby incorporated herein and shall, as between Sublandlord and Subtenant, constitute additional terms, covenants and conditions of this Sublease, except to the extent set forth below. Except as provided in this Paragraph 1210, all references in the Master Lease to “Landlord”, ” “Tenant”, ” “Lease”, ” “Premises”, ” “Commencement Date” and “Rent” shall, for purposes of incorporation thereof into this Sublease, mean and refer to “Sublandlord”, “Subtenant”, “Sublease”, “Sublease Premises”, “Sublease Commencement Date” and “Subtenant’s Rent”, respectively. As between the Parties hereto, (i) Sublandlord agrees to observe and perform the terms, covenants and conditions on its part to be observed and performed hereunder (and as Tenant under the Master Lease to the extent that such obligations are not to be performed by Subtenant hereunder) (w) which would materially and adversely impact Subtenant if not complied with, (x) which do not require for their performance possession of the Sublease Premises, (y) which are not otherwise to be performed by Subtenant hereunder, and (z) provided Subtenant complies with its obligations hereunder; and (ii) Subtenant agrees to be bound by the provisions of the Master Lease incorporated herein and to keep, observe and perform for the benefit of the Master Landlord and Sublandlord each of off the terms, covenants and conditions on its part to be kept, observed and performed hereunder as well as those applicable terms, covenants and conditions to be observed and performed by Sublandlord as Tenant under the Master Lease with respect to the Sublease Premises. Without limiting the foregoing, Subtenant shall not commit or permit to be committed on the Sublease Premises any act or omission which shall violate any term, covenant or condition of the Master Lease. Subtenant shall under no circumstances have any rights with respect to the Sublease Premises greater than Sublandlord’s rights as Tenant under the Master Lease.

Incorporation of Master Lease Terms. (a) 10.1 The applicable terms, covenants and conditions contained in the Master Lease are hereby incorporated herein and shall, as between Sublandlord and Subtenant, constitute additional terms, covenants and conditions of this Sublease, except to the extent set forth below. Except as provided in this Paragraph 12Section 10, all references in the Master Lease to “"Master Landlord”, “," "Tenant”, “," "Master Lease”, “Premises”, “," "Commencement Date” " and “"Rent” " shall, for purposes of incorporation thereof into this Sublease, mean and refer to “"Sublandlord”, “," "Subtenant”, “," "Sublease”, “Sublease Premises”, “," "Sublease Commencement Date” " and “"Subtenant’s 's Rent”, ," respectively. As between the Parties hereto, (i) Sublandlord agrees to observe and perform the terms, covenants and conditions on its part to be observed and performed hereunder (and as Tenant under the Master Lease to the extent that such obligations are not to be performed by Subtenant hereunder) (w) which would materially and adversely impact Subtenant if not complied with, (x) which do not require for their performance possession of the Sublease Premises, (y) which are not otherwise to be performed by Subtenant hereunder, and (z) provided Subtenant complies with its obligations hereunder; and (ii) Subtenant agrees to be bound by the provisions of the Master Lease incorporated herein and to keep, observe and perform for the benefit of the Master Landlord and Sublandlord each of the terms, covenants and conditions on its part to be kept, observed and performed hereunder as well as those applicable terms, covenants and conditions to be observed and performed by Sublandlord as Tenant under the Master Lease with respect to the Sublease Premises. Without limiting the foregoing, Subtenant shall not commit or permit to be committed on the Sublease Premises any act or omission which that shall violate any term, covenant or condition of the Master Lease. Subtenant shall under no circumstances have any rights with respect to the Sublease Premises greater than Sublandlord’s 's rights as Tenant under the Master Lease. 10.2 In the event of conflict between any provision of the Master Lease that is incorporated herein as described above in this Section 10 and any provision of this Sublease, the provisions of this Sublease shall control. 10.3 The following Sections and provisions of the Master Lease do not apply to, shall not be a part of, and are not incorporated into this Sublease. Notwithstanding in such sections are not incorporated in the terms of this Sublease, such subsections nevertheless form a part of the Master Lease, and any definitions set forth in such excluded sections shall continue to be applicable hereto.

Incorporation of Master Lease Terms. (a) The applicable terms10.2.1 Notwithstanding the foregoing, covenants and conditions contained in the following provisions of the Master Lease are hereby not incorporated herein herein: the Basic Lease Provisions summary page, Paragraphs 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 4.1, 4.2, 4.6, Rider 14.1, 15.7, 15.8, 21.27, Lease Rider No. One, Exhibit A, Exhibit C, Exhibit C, Exhibit D, Exhibit E, and shall, as between Sublandlord and Subtenant, constitute additional terms, covenants and conditions of this Sublease, except Exhibit L. With respect to the extent set forth below. Except as provided in this representations and warranties made pursuant to Paragraph 12, all references in 6.8 of the Master Lease to “Landlord”and incorporated herein, “Tenant”, “Lease”, “Premises”, “Commencement Date” the parties acknowledge that Sublessor has undertaken no independent investigation of the accuracy of those representations and “Rent” shall, for warranties. 10.2.2 For purposes of incorporation thereof into this Sublease, mean and refer the terms of the Master Lease are subject to “Sublandlord”, “Subtenant”, “Sublease”, “Sublease Premises”, “Sublease Commencement Date” and “Subtenant’s Rent”, respectively. As between the Parties hereto, following additional modifications: (i) Sublandlord agrees in all provisions of the Master Lease requiring the approval or consent of Landlord, Sublessee shall be required to observe obtain the approval or consent of Landlord and perform Sublessor, which shall be subject to the termssame standard of approval as would apply to the approval of Landlord under the Master Lease, covenants (ii) in all provisions of the Master Lease requiring the Tenant to submit, exhibit, supply or provide to Landlord evidence, certificates or any other matter or thing, Sublessee shall be required to submit, exhibit, supply or provide, as the case may be, the same to both Landlord and conditions on its part Sublessor. In any such instance, Sublessor shall determine, according to the same standard applicable to Landlord under the Master Lease, if such evidence, certificate or other matter or thing shall be observed and performed hereunder satisfactory, (and iii) in all provisions of the Master Lease obligating Landlord to provide to Tenant statements, certificates, or other documents or information, Sublessor shall provide to Sublessee copies of such statements, certificates or other documents or information immediately following receipt from Landlord, insofar as they are applicable to this Sublease, (iv) any rent abatement, refund, credit, or other amount that may be allowed or become due from Landlord to the Tenant under the Master Lease shall be allowed, refunded or credited by Sublessor to Sublessee only to the extent that such obligations are not applicable to be performed by Subtenant hereunder) (w) which would materially and adversely impact Subtenant if not complied with, (x) which do not require for their performance possession Sublessee's occupancy of the Premises pursuant to this Sublease Premises, (y) which are not otherwise to be performed by Subtenant hereunder, and (z) provided Subtenant complies with its obligations hereunder; and (ii) Subtenant agrees to be bound by the provisions of the Master Lease incorporated herein only if and to keep, observe and perform for the benefit of Master Landlord and Sublandlord each of the terms, covenants and conditions on its part extent allowed to be kept, observed and performed hereunder as well as those applicable terms, covenants and conditions to be observed and performed or received by Sublandlord as Tenant Sublessor under the Master Lease with respect to the Sublease PremisesLease. Without limiting the foregoing, Subtenant in no event shall Sublessee have any right or claim to any abatement, refund, credit, or other amount that may be allowed or become due from Landlord to Sublessor with respect to any portion of the Premises not commit or permit included within the Subleased Premises, and (v) Sublessor shall have no obligation, pursuant to be committed on the Sublease Premises any act or omission which shall violate any term, covenant or condition Article XII of the Master Lease. Subtenant shall under no circumstances have , to restore or rebuild any rights with respect portion of the Premises after any damage or destruction or, pursuant to the Sublease Premises greater than Sublandlord’s rights Article XIII, after any taking by eminent domain, except as Tenant under the Master Leaseexpressly set forth therein.

Incorporation of Master Lease Terms. (a) 10.1 The applicable terms, covenants and conditions contained in the Master Lease are hereby incorporated herein and shall, as between Sublandlord and Subtenant, constitute additional terms, covenants and conditions of this Sublease, except to the extent set forth below. Except as provided in this Paragraph 12Section 10, all references in the Master Lease to “Master Landlord”, ,” “Tenant”, ,” “Master Lease”, “Premises”, ,” “Commencement Date” and “Rent” shall, for purposes of incorporation thereof into this Sublease, mean and refer to “Sublandlord”, ,” “Subtenant”, ,” “Sublease”, “Sublease Premises”, ,” “Sublease Commencement Date” and “Subtenant’s Rent”, ,” respectively. As between the Parties hereto, (i) Sublandlord agrees to observe and perform the terms, covenants and conditions on its part to be observed and performed hereunder (and as Tenant under the Master Lease to the extent that such obligations are not to be performed by Subtenant hereunder) (w) which would materially and adversely impact Subtenant if not complied with, (x) which do not require for their performance possession of the Sublease Premises, (y) which are not otherwise to be performed by Subtenant hereunder, and (z) provided Subtenant complies with its obligations hereunder; and (ii) Subtenant agrees to be bound by the provisions of the Master Lease incorporated herein and to keep, observe and perform for the benefit of the Master Landlord and Sublandlord each of the terms, covenants and conditions on its part to be kept, observed and performed hereunder as well as those applicable terms, covenants and conditions to be observed and performed by Sublandlord as Tenant under the Master Lease with respect to the Sublease Premises. Without limiting the foregoing, Subtenant shall not commit or permit to be committed on the Sublease Premises any act or omission which that shall violate any term, covenant or condition of the Master Lease. Subtenant shall under no circumstances have any rights with respect to the Sublease Premises greater than Sublandlord’s rights as Tenant under the Master Lease. 10.2 In the event of conflict between any provision of the Master Lease that is incorporated herein as described above in this Section 10 and any provision of this Sublease, the provisions of this Sublease shall control. 10.3 The following Sections and provisions of the Master Lease do not apply to, shall not be a part of, and are not incorporated into this Sublease. Notwithstanding in such sections are not incorporated in the terms of this Sublease, such subsections nevertheless form a part of the Master Lease, and any definitions set forth in such excluded sections shall continue to be applicable hereto. Section Subject Matter

Incorporation of Master Lease Terms. (a) The applicable terms, covenants and conditions contained in the Master Lease are hereby incorporated herein and shall, as between Sublandlord and Subtenant, constitute additional terms, covenants and conditions of this Sublease, except to the extent set forth below. Except as provided in this Paragraph 1210, all references in the Master Lease to “Landlord”, ,” “Tenant”, ,” “Lease”, ,” “Premises”, ,” “Commencement Date” and “Rent” shall, for purposes of incorporation thereof into this Sublease, mean and refer to “Sublandlord”, ,” “Subtenant”, ,” “Sublease”, ,” “Sublease Premises”, ,” “Sublease Commencement Date” and “Subtenant’s Rent”, ,” respectively. As between the Parties hereto, (i) Sublandlord agrees to observe and perform the terms, covenants and conditions on its part to be observed and performed hereunder (and as Tenant under the Master Lease to the extent that such obligations are not to be performed by Subtenant hereunder) (w) which would materially and adversely impact Subtenant if not complied with, (x) which do not require for their performance possession of the Sublease Premises, (y) which are not otherwise to be performed by Subtenant hereunder, and (z) provided Subtenant complies with its obligations hereunder; and (ii) Subtenant agrees to be bound by the provisions of the Master Lease incorporated herein and to keep, observe and perform for the benefit of the Master Landlord and Sublandlord each of off the terms, covenants and conditions on its part to be kept, observed and performed hereunder as well as those applicable terms, covenants and conditions to be observed and performed by Sublandlord as Tenant under the Master Lease with respect to the Sublease Premises. Without limiting the foregoing, Subtenant shall not commit or permit to be committed on the Sublease Premises any act or omission which shall violate any term, covenant or condition of the Master Lease. Subtenant shall under no circumstances have any rights with respect to the Sublease Premises greater than Sublandlord’s rights as Tenant under the Master Lease.