Common use of Incorporation of Master Lease Clause in Contracts

Incorporation of Master Lease. Notwithstanding any other provision of this Sublease to the contrary, this Sublease and Subtenant's rights under this Sublease shall at all times be subject to all of the terms, covenants, and conditions of the Master Lease (a copy of which agreement, as currently in effect, Subtenant hereby represents that it has received), with the same force and effect as if fully set forth herein, and except as otherwise expressly provided for herein, Subtenant shall keep, observe and perform or cause to be kept, observed and performed, faithfully all those terms, covenants and conditions of Sublandlord as tenant under the Master Lease with respect to the Premises. Except as otherwise provided hereby, the terms, conditions, rights and responsibilities of the Master Lease are incorporated herein by reference, and Sublandlord shall have the rights and responsibilities with respect to the Subtenantthat the Master Landlord has with respect to Sublandlord pursuant to the Master Lease, and Subtenantshall have the rights and responsibilities with respect to Sublandlordthat Sublandlordhas with respect to the Master Landlord pursuant to the Master Lease. However, to the extent that the Master Lease requires or obligates Master Landlord to maintain, repair, restore, or otherwise expend any money or take any action to preserve and maintain all or any portion of the Premises or to furnish any services to the Premises, such obligation shall not pass to Sublandlord by reason of this Sublease and shall remain with the Master Landlord. Subject to the first sentence of this Section 13.5, with respect to the relationship between the Sublandlord and the Subtenant, the terms, covenants and conditions of this Sublease shall control with respect to any conflict or inconsistency between the terms, covenants and conditions contained herein and the terms, covenants and conditions of the Master Lease. Notwithstanding the foregoing, the following sections of the Master Lease are hereby excluded from application to or incorporation within this Sublease: The provision for automatic renewal in Clause II. Subtenant shall NOT have the right to automatically renew this Sublease pursuant to the provisions set forth in Clause II of the Master Lease.

Incorporation of Master Lease. Notwithstanding any other provision of this Sublease to the contrary, this Sublease and Subtenant's rights under this Sublease shall at all times be subject to all of the terms, covenants, and conditions of the Master Lease (a copy of which agreement, as currently in effect, Subtenant hereby represents that it has received), with the same force and effect as if fully set forth herein, and except as otherwise expressly provided for herein, Subtenant shall keep, observe and perform or cause to be kept, observed and performed, faithfully all those terms, covenants and conditions of Sublandlord as tenant under the Master Lease with respect to the Premises. Except as otherwise provided hereby, the terms, conditions, rights and responsibilities of the Master Lease are incorporated herein by reference, and Sublandlord shall have the rights and responsibilities with respect to the Subtenantthat the Master Landlord has with respect to Sublandlord pursuant to the Master Lease, and Subtenantshall have the rights and responsibilities with respect to Sublandlordthat Sublandlordhas with respect to the Master Landlord pursuant to the Master Lease. However, to the extent that the Master Lease requires or obligates Master Landlord to maintain, repair, restore, or otherwise expend any money or take any action to preserve and maintain all or any portion of the Premises or to furnish any services to the Premises, such obligation shall not pass to Sublandlord by reason of this Sublease and shall remain with the Master Landlord. Subject to the first sentence of this Section 13.5, with respect to the relationship between the Sublandlord and the Subtenant, the terms, covenants and conditions of this Sublease shall control with respect to any conflict or inconsistency between the terms, covenants and conditions contained herein and the The terms, covenants and conditions of the Master LeaseLease are hereby incorporated into this Sublease as they apply to the Premises, except as otherwise expressly provided herein. Notwithstanding The terms, conditions and respective obligations of Sublandlord and Subtenant to each other under this Sublease shall be the foregoing, the following sections terms and conditions of the Master Lease are hereby excluded from application to or incorporation within this Sublease: The provision except for automatic renewal in Clause II. Subtenant shall NOT have the right to automatically renew this Sublease pursuant to the those provisions set forth in Clause II of the Master Lease which are directly contradicted by this Sublease in which event the terms of this Sublease shall control over the Master Lease. Therefore, for the purposes of incorporation in this Sublease, (1) wherever in the Master Lease the word “Landlord” is used it shall be deemed to mean the Sublandlord herein, (2) wherever in the Master Lease the word “Tenant” is used it shall be deemed to mean the Subtenant herein, and (3) wherever in the Master Lease the words “Lease”, “Premises”, “Rent” or “Term” are used, such terms shall be deemed to mean this Sublease, the Premises, the Rent hereunder and the Term hereunder, respectively. The time limits contained in the Master Lease for the giving of notices, making of demands or performing of any act, condition or covenant on the part of the tenant thereunder, or for the exercise by the tenant thereunder of any right, remedy or option, are changed for the purposes of incorporation herein by reference by shortening the same in each instance by one (1) day, so that in each instance Subtenant shall have one (1) day less time to observe or perform hereunder than Sublandlord has as the tenant under the Master Lease unless the applicable notice, grace or cure period under the Master Lease is five (5) days or less, in which case such period shall not be shortened. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Landlord or Tenant that is incorporated herein by reference shall be deemed to inure to the benefit of Sublandlord and Landlord, on the one hand, and Subtenant, on the other hand, and any other person intended to be benefitted by said provision, for the purpose of incorporation by reference in this Sublease. Any right of Landlord under the Master Lease of access or inspection, any right of Landlord under the Master Lease to do work in the Premises and any right of Landlord under the Master Lease in respect of rules and regulations, which is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, Landlord, and any other person intended to be benefitted by said provision, for the purpose of incorporation by reference in this Sublease.

Incorporation of Master Lease. Notwithstanding any other provision of this Sublease to the contrary, this Sublease and Subtenant's rights under this Sublease shall at all times be subject to all of the terms, covenants, and conditions of the Master Lease (a copy of which agreement, as currently in effect, Subtenant hereby represents that it has received), with the same force and effect as if fully set forth herein, and except as otherwise expressly provided for herein, Subtenant shall keep, observe and perform or cause to be kept, observed and performed, faithfully all those terms, covenants and conditions of Sublandlord as tenant under the Master Lease with respect to the Subleased Premises. Except as otherwise provided hereby, the terms, conditions, rights and responsibilities of the Master Lease are incorporated herein by reference, and Sublandlord shall have the rights and responsibilities with respect to the Subtenantthat Subtenant that the Master Landlord has with respect to Sublandlord pursuant to the Master Lease, and Subtenantshall Subtenant shall have the rights and responsibilities with respect to Sublandlordthat Sublandlordhas Sublandlord that Sublandlord has with respect to the Master Landlord pursuant to the Master Lease. However, to the extent that the Master Lease requires or obligates Master Landlord to maintain, repair, restore, or otherwise expend any money or take any action to preserve and maintain all or any portion of the Subleased Premises or to furnish any services to the Subleased Premises, such obligation shall not pass to Sublandlord by reason of this Sublease and shall remain with the Master Landlord. Subject to the first sentence of this Section 13.5, with respect to the relationship between the Sublandlord and the Subtenant, the terms, covenants and conditions of this Sublease shall control with respect to any conflict or inconsistency between the terms, covenants and conditions contained herein and the terms, covenants and conditions of the Master Lease. Notwithstanding the foregoing, the following sections of the Master Lease are hereby excluded from application to or incorporation within this Sublease: The provision for automatic renewal in Clause II. Subtenant shall NOT have the right to automatically renew this Sublease pursuant to the provisions set forth in Clause II of the Master Lease.

Incorporation of Master Lease. Notwithstanding any other provision of this Sublease to the contrary, this Sublease and Subtenant's rights under this Sublease shall at all times be subject to all of the terms, covenants, and conditions of the Master Lease (a copy of which agreement, as currently in effect, Subtenant hereby represents that it has received), with the same force and effect as if fully set forth herein, and except as otherwise expressly provided for herein, Subtenant shall keep, observe and perform or cause to be kept, observed and performed, faithfully all those terms, covenants and conditions of Sublandlord as tenant under the Master Lease with respect to the Premises. Except as otherwise provided hereby, the terms, conditions, rights and responsibilities of the Master Lease are incorporated herein by reference, and Sublandlord shall have the rights and responsibilities with respect to the Subtenantthat the Master Landlord has with respect to Sublandlord pursuant to the Master Lease, and Subtenantshall have the rights and responsibilities with respect to Sublandlordthat Sublandlordhas with respect to the Master Landlord pursuant to the Master Lease. However, to the extent that the Master Lease requires or obligates Master Landlord to maintain, repair, restore, or otherwise expend any money or take any action to preserve and maintain all or any portion of the Premises or to furnish any services to the Premises, such obligation shall not pass to Sublandlord by reason of this Sublease and shall remain with the Master Landlord. Subject to the first sentence of this Section 13.5, with respect to the relationship between the Sublandlord and the Subtenant, the terms, covenants and conditions of this Sublease shall control with respect to any conflict or inconsistency between the terms, covenants and conditions contained herein and the The terms, covenants and conditions of the Master LeaseLease are hereby incorporated into this Sublease as they apply to the Subleased Premises, except as otherwise expressly provided herein. Notwithstanding The terms, conditions and respective obligations of Sublandlord and Subtenant to each other under this Sublease shall be the foregoing, the following sections terms and conditions of the Master Lease are hereby excluded from application to or incorporation within this Sublease: The provision except for automatic renewal in Clause II. Subtenant shall NOT have the right to automatically renew this Sublease pursuant to the those provisions set forth in Clause II of the Master Lease which are directly contradicted by this Sublease in which event the terms of this Sublease shall control over the Master Lease. Therefore, for the purposes of incorporation in this Sublease, (1) wherever in the Master Lease the word “Landlord” is used it shall be deemed to mean the Sublandlord herein, (2) wherever in the Master Lease the word “Tenant” is used it shall be deemed to mean the Subtenant herein, and (3) wherever in the Master Lease the words “Lease”, “Premises”, “Rent” or “Term” are used, such terms shall be deemed to mean this Sublease, the Subleased Premises, the Rent hereunder and the Term hereunder, respectively. The time limits contained in the Master Lease for the giving of notices, making of demands or performing of any act, condition or covenant on the part of the tenant thereunder, or for the exercise by the tenant thereunder of any right, remedy or option, are changed for the purposes of incorporation herein by reference by shortening the same in each instance by one (1) day, so that in each instance Subtenant shall have one (1) day less time to observe or perform hereunder than Sublandlord has as the tenant under the Master Lease. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Landlord or Tenant that is incorporated herein by reference shall be deemed to inure to the benefit of Sublandlord and Landlord, on the one hand, and Subtenant, on the other hand, and any other person intended to be benefitted by said provision, for the purpose of incorporation by reference in this Sublease. Any right of Landlord under the Master Lease of access or inspection, any right of Landlord under the Master Lease to do work in the Master Lease Premises and any right of Landlord under the Master Lease in respect of rules and regulations, which is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, Landlord, and any other person intended to be benefitted by said provision, for the purpose of incorporation by reference in this Sublease.

Incorporation of Master Lease. Notwithstanding any other provision of this Sublease to the contrary, this Sublease and Subtenant's ’s rights under this Sublease shall at all times be subject to all of the terms, covenants, and conditions of the Master Lease (a copy of which agreement, as currently in effect, Subtenant hereby represents that it has received), with the same force and effect as if fully set forth herein, and except as otherwise expressly provided for herein, Subtenant shall keep, observe and perform or cause to be kept, observed and performed, faithfully all those terms, covenants and conditions of Sublandlord as tenant under the Master Lease with respect to the Subdemised Premises. Except as otherwise provided hereby, the terms, conditions, rights and responsibilities of the Master Lease are incorporated herein by reference, and Sublandlord shall have the rights and responsibilities with respect to the Subtenantthat Subtenant that the Master Landlord has with respect to Sublandlord pursuant to the Master Lease, and Subtenantshall Subtenant shall have the rights and responsibilities with respect to Sublandlordthat Sublandlordhas Sublandlord that Sublandlord has with respect to the Master Landlord pursuant to the Master Lease. However, to the extent that the Master Lease requires or obligates Master Landlord to maintain, repair, restore, or otherwise expend any money or take any action to preserve and maintain all or any portion of the Subdemised Premises or to furnish any services to the Subdemised Premises, such obligation shall not pass to Sublandlord by reason of this Sublease and shall remain with the Master Landlord. Subject to the first sentence of this Section 13.5, with respect to the relationship between the Sublandlord and the Subtenant, the terms, covenants and conditions of this Sublease shall control with respect to any conflict or inconsistency between the terms, covenants and conditions contained herein and the terms, covenants and conditions of the Master Lease. Notwithstanding the foregoing, the following sections of the Master Lease are hereby excluded from application to or incorporation within this Sublease: The provision for automatic renewal Sections 4(a), 4(d), 4(e), 6, 19, 21, 23(h), 23(j) and 24, as well as provisions contained in Clause II. Subtenant shall NOT have the right to automatically renew this Sublease pursuant Exhibit C which pertain to the provisions set forth matters dealt with in Clause II of the Master Leasereferenced provisions.

Incorporation of Master Lease. Notwithstanding any other provision of this Sublease to the contrary, this Sublease and Subtenant's rights under this Sublease shall at all times be subject to all of the terms, covenants, and conditions of the Master Lease (a copy of which agreement, as currently in effect, Subtenant hereby represents that it has received), with the same force and effect as if fully set forth herein, and except as otherwise expressly provided for herein, Subtenant shall keep, observe and perform or cause to be kept, observed and performed, faithfully all those terms, covenants and conditions of Sublandlord as tenant under the Master Lease with respect to the Premises. Except as otherwise provided hereby, the terms, conditions, rights and responsibilities of the Master Lease are incorporated herein by reference, and Sublandlord shall have the rights and responsibilities with respect to the Subtenantthat the Master Landlord has with respect to Sublandlord pursuant to the Master Lease, and Subtenantshall have the rights and responsibilities with respect to Sublandlordthat Sublandlordhas with respect to the Master Landlord pursuant to the Master Lease. However, to the extent that the Master Lease requires or obligates Master Landlord to maintain, repair, restore, or otherwise expend any money or take any action to preserve and maintain all or any portion of the Premises or to furnish any services to the Premises, such obligation shall not pass to Sublandlord by reason of this Sublease and shall remain with the Master Landlord. Subject to the first sentence of this Section 13.5, with respect to the relationship between the Sublandlord and the Subtenant, the terms, covenants and conditions of this Sublease shall control with respect to any conflict or inconsistency between the terms, covenants and conditions contained herein and the The terms, covenants and conditions of the Master Lease are hereby incorporated into this Sublease as they apply to the Subleased Premises, except as otherwise expressly provided herein. The terms, conditions and respective obligations of Sublandlord and Subtenant to each other under this Sublease shall be the terms and conditions of the Master Lease except for those provisions of the Master Lease which are directly contradicted by this Sublease in which event the terms of this Sublease shall control over the Master Lease. Therefore, for the purposes of incorporation in this Sublease, (1) wherever in the Master Lease the word “Landlord” is used it shall be deemed to mean the Sublandlord herein, (2) wherever in the Master Lease the word “Tenant” is used it shall be deemed to mean the Subtenant herein, and (3) wherever in the Master Lease the words “Lease”, “Premises”, “Rent” or “Term” are used, such terms shall be deemed to mean this Sublease, the Subleased Premises, the Rent hereunder and the Term hereunder, respectively. The time limits contained in the Master Lease for the giving of notices, making of demands or performing of any act, condition or covenant on the part of the tenant thereunder, or for the exercise by the tenant thereunder of any right, remedy or option, are changed for the purposes of incorporation herein by reference by shortening the same in each instance by one (1) day, so that in each instance Subtenant shall have one (1) day less time to observe or perform hereunder than Sublandlord has as the tenant under the Master Lease. Notwithstanding the foregoing, the following sections of in no event shall Subtenant have fewer than one (1) business day for giving a notice, making a demand or performing any act, condition or covenant or exercising any right, remedy or option. Any non-liability, release, indemnity or hold harmless provision in the Master Lease are hereby excluded from application for the benefit of Landlord or Tenant that is incorporated herein by reference shall be deemed to or inure to the benefit of Sublandlord and Landlord, on the one hand, and Subtenant, on the other hand, and any other person intended to be benefitted by said provision, for the purpose of incorporation within by reference in this Sublease: The provision for automatic renewal . Any right of Landlord under the Master Lease of access or inspection, any right of Landlord under the Master Lease to do work in Clause II. Subtenant the Premises and any right of Landlord under the Master Lease in respect of rules and regulations, which is incorporated herein by reference, shall NOT have the right be deemed to automatically renew this Sublease pursuant inure to the provisions set forth benefit of Sublandlord, Landlord, and any other person intended to be benefitted by said provision, for the purpose of incorporation by reference in Clause II of the Master Leasethis Sublease.

Incorporation of Master Lease. Notwithstanding any other provision of this Sublease to Insofar as the contrary, this Sublease and Subtenant's rights under this Sublease shall at all times be subject to all of the terms, covenants, and conditions provisions of the Master Lease do not conflict with specific provisions of this Sublease, such provisions (a copy of which agreement, except for the Excluded Provisions listed in Section 5.8 below) are incorporated by this reference into this Sublease as currently in effect, Subtenant hereby represents that it has received), with the same force and effect fully as if fully set forth herein, and except as otherwise expressly provided for hereincompletely restated in this Section. Subject to the preceding sentence, Subtenant shall keep, observe and perform or cause to be kept, observed and performed, faithfully bound by all those terms, covenants and conditions of Sublandlord as tenant under the Master Lease with respect to the Premises. Except as otherwise provided hereby, the terms, conditions, rights and responsibilities provisions of the Master Lease are incorporated herein by reference, pertaining to the Subleased Premises and Sublandlord shall have perform all of the rights obligations and responsibilities with respect Sublandlord is obligated to the Subtenantthat the Master Landlord has with respect to Sublandlord perform pursuant to the Master Lease, Lease from and Subtenantshall have after the rights and responsibilities with respect to Sublandlordthat Sublandlordhas with respect Sublease Commencement Date pertaining to the Master Landlord pursuant to Subleased Premises. Therefore, for the Master Lease. Howeverpurposes of this Sublease, to the extent that wherever in the Master Lease requires or obligates Master Landlord to maintainthe word “Landlord” is used, repairit shall mean Sublandlord, restore, or otherwise expend any money or take any action to preserve and maintain all or any portion of the Premises or to furnish any services to the Premises, such obligation shall not pass to Sublandlord by reason of this Sublease and shall remain with the Master Landlord. Subject to the first sentence of this Section 13.5, with respect to the relationship between the Sublandlord and the Subtenant, the terms, covenants and conditions of this Sublease shall control with respect to any conflict or inconsistency between the terms, covenants and conditions contained herein and the terms, covenants and conditions of the Master Lease. Notwithstanding the foregoing, the following sections of wherever in the Master Lease the word “Tenant” is used, it shall mean Subtenant, and wherever in the Master Lease the words “Premises” are hereby excluded from application used, it shall mean the Subleased Premises; provided, however, the word “Landlord” shall mean Master Landlord, not Sublandlord, in: (A) any provisions in the Master Lease relating to Master Landlord’s representations, warranties, or incorporation within this Sublease: The provision for automatic renewal in Clause II. Subtenant shall NOT have the right to automatically renew this Sublease pursuant obligations relating to the provisions set forth in Clause II compliance of the Subleased Premises (or portions thereof) with any Laws (as defined below), or any repairs, restorations, replacements, maintenance, or alterations obligations on the part of Master LeaseLandlord relating thereto; and (B) any provisions relating to Master Landlord’s representations, warranties, or obligations relating to the existence of Hazardous Materials on, at, in, under, or about the Subleased Premises and any remedial work or other obligations on the part of Master Landlord relating thereto.

Incorporation of Master Lease. Notwithstanding any other provision of this Sublease to the contrary, this Sublease and Subtenant's ’s rights under this Sublease shall at all times be subject to all of the terms, covenants, and conditions of the Master Lease (a copy of which agreement, as currently in effect, Subtenant hereby represents that it has received), with the same force and effect as if fully set forth herein, and except as otherwise expressly provided for herein, Subtenant shall keep, observe and perform or cause to be kept, observed and performed, performed faithfully all those terms, covenants and conditions of Sublandlord as tenant under the Master Lease with respect to the Subdemised Premises. Except as otherwise provided hereby, the terms, conditions, rights and responsibilities of the Master Lease are incorporated herein by reference, and Sublandlord shall have the rights and responsibilities with respect to the Subtenantthat Subtenant that the Master Landlord has with respect to Sublandlord pursuant to the Master Lease, and Subtenantshall Subtenant shall have the rights and responsibilities with respect to Sublandlordthat Sublandlordhas Sublandlord that Sublandlord has with respect to the Master Landlord pursuant to the Master Lease. However, to the extent that the Master Lease requires or obligates Master Landlord to maintain, repair, restore, or otherwise expend any money or take any action to preserve and maintain all or any portion of the Subdemised Premises or to furnish any services to the Subdemised Premises, such obligation shall not pass to Sublandlord by reason of this Sublease and shall remain with the Master Landlord. Subject to the first sentence of this Section 13.512.4, with respect to the relationship between the Sublandlord and the Subtenant, the terms, covenants and conditions of this Sublease shall control with respect to any conflict or inconsistency between the terms, covenants and conditions contained herein and the terms, covenants and conditions of the Master Lease. Notwithstanding the foregoing, the following sections of the Master Lease are hereby excluded from application to or incorporation within this Sublease: The provision for automatic renewal in Clause II. Subtenant shall NOT have the right to automatically renew this Sublease pursuant to the Sections 1(c), 1(f), 0, 0, 0, 0, 0, 00(x)-(x), 00(x)-(x), 00(x)-(x), 20, 29, 30, 31, 32 (“holding over” provisions set forth in Clause II of the Master Leaseonly), 38, 39, 49, 51, Exhibits B, X-0, X-0, X-0, X-0, X-0, N, O, P, R, U, V and Riders 1-8; and First Amendment Sections 3, 4, 6(iii), 7 and 8.

Incorporation of Master Lease. Notwithstanding any other provision of this Sublease to the contrary, this Sublease and Subtenant's rights under this Sublease shall at all times be subject to all of the terms, covenants, and conditions 4.1. The provisions of the Master Lease (a copy of which agreementare, except as currently otherwise herein specifically provided, hereby incorporated in effect, Subtenant hereby represents that it has received), this Sublease with the same force and effect as if fully set forth entirely rewritten herein, and except shall fix the rights and obligations of the parties hereto with respect to the Sublease Premises with the same effect as otherwise expressly provided for hereinif Sublandlord and Subtenant were, respectively, the landlord and tenant named in the Master Lease. Subtenant shall keep, observe and hereby covenants to perform or cause to be kept, observed and performed, faithfully all those terms, the covenants and conditions undertakings of Sublandlord as tenant under the Master Lease with respect to the Premisesextent the same are applicable to the Sublease Premises during the term 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 said Master Lease. Except as otherwise specifically provided herebyherein, Sublandlord is to have the terms, conditions, rights benefit of the covenants and responsibilities undertakings of Owner as landlord in the Master Lease to the extent the same are incorporated herein applicable to the Sublease Premises during the term of this Sublease. It is expressly understood and agreed, however, that Sublandlord is not in the position to render any of the services or to perform any of the obligations required of Sublandlord by referencethe terms of this Sublease, and that performance by Sublandlord of its obligations hereunder are conditioned upon due performance by Owner of its corresponding obligations under the Master Lease. It is further understood and agreed, therefore, that notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall have not be in default under this Sublease for failure to render such services or perform such obligations required of Sublandlord by the rights and responsibilities with respect to terms of this Sublease which are the Subtenantthat responsibility of the Master Landlord has with respect to Sublandlord pursuant to Owner as landlord under the Master Lease, and Subtenantshall have the rights and responsibilities with respect but Sublandlord agrees to Sublandlordthat Sublandlordhas with respect take all reasonable measures to the Master Landlord pursuant to the Master Leaseinsure that Owner performs said obligations. However, to the extent The term "reasonable measures" shall include measures that the Master Lease requires or obligates Master Landlord to maintain, repair, restore, or otherwise expend any money or it would reasonably take any action to preserve and maintain all or any portion of the Premises or to furnish any services to the Premises, such obligation in its own behalf but shall not pass include legal action against Owner for its failure to Sublandlord by reason of this Sublease so perform unless Subtenant agrees to pay all costs and shall remain with the Master Landlord. Subject to the first sentence of this Section 13.5, with respect to the relationship between the Sublandlord and the Subtenant, the terms, covenants and conditions of this Sublease shall control with respect to any conflict or inconsistency between the terms, covenants and conditions contained herein and the terms, covenants and conditions of the Master Lease. Notwithstanding the foregoing, the following sections of the Master Lease are hereby excluded from application to or incorporation within this Sublease: The provision for automatic renewal expenses in Clause II. Subtenant shall NOT have the right to automatically renew this Sublease pursuant to the provisions set forth in Clause II of the Master Leaseconnection therewith.

Incorporation of Master Lease. Notwithstanding any other provision of this Sublease Except as otherwise provided herein to the contrary, this Sublease and Subtenant's rights under this Sublease shall at all times be subject to all of the terms, covenants, terms and conditions of the Master Lease (are incorporated into and made a copy part of which agreementthis Sublease, as currently in effectbetween Sublessor and Sublessee only, Subtenant hereby represents that it has received), with the same force and effect as if fully set forth herein, and except as otherwise expressly provided for herein, Subtenant shall keep, observe and perform or cause to be kept, observed and performed, faithfully all those terms, covenants and conditions of Sublandlord as tenant Sublessor were the Landlord under the Master Lease with respect and the Sublessee were Tenant thereunder. Sublessee assumes and agrees to perform the Premises. Except as otherwise provided hereby, the terms, conditions, rights and responsibilities of Tenant's obligations under the Master Lease are incorporated herein by reference, and Sublandlord shall have during the rights and responsibilities with respect Sublease Term to the Subtenantthat extent that such obligations are applicable to the Subleased Premises, except that the obligation to pay sums of money under the Master Landlord has with respect to Sublandlord pursuant to Lease shall not be an obligation of Sublessee. Sublessee shall not commit or suffer any act or omission that will violate any of the Master Lease, and Subtenantshall have the rights and responsibilities with respect to Sublandlordthat Sublandlordhas with respect to the Master Landlord pursuant to provisions of the Master Lease. However, to the extent that the Master Lease requires or obligates Master Landlord to maintain, repair, restore, or otherwise expend any money or take any action to preserve and maintain all or any portion of the Premises or to furnish any services to the Premises, such obligation Sublessor shall not pass have any liability to Sublandlord by reason Sublessee for any failure to provide any service or perform any obligation which is the responsibility of this Sublease and shall remain with the Master Landlord. Subject to the first sentence of this Section 13.5, with respect to the relationship between the Sublandlord and the Subtenant, the terms, covenants and conditions of this Sublease shall control with respect to any conflict or inconsistency between the terms, covenants and conditions contained herein and the terms, covenants and conditions of Landlord under the Master Lease. Notwithstanding the foregoingforgoing, the following sections of if the Master Lease are hereby excluded from application to or incorporation within this Sublease: The provision for automatic renewal in Clause II. Subtenant shall NOT have the gives Sublessor any right to automatically renew this Sublease pursuant to terminate the provisions set forth Master Lease in Clause II the event of the partial or total damage or destruction or condemnation of the Subleased Premises or the Premises of which the Subleased Premises are a part as provided for in XXI Condemenation of the Master Lease, the exercise of such right by Sublessor shall not constitute a default or breach hereunder and this Sublease shall terminate contemporaneously with the Master Lease without any liability of Sublessor as a result hereof. Sublessee acknowledges that Sublessee has read and understood the Master Lease and agrees to be bound by the terms and conditions therein.

Incorporation of Master Lease. Notwithstanding any other provision Insofar as the provisions of the Master Lease do not conflict with the specific provisions herein, they and each of them are incorporated into this Sublease Agreement as fully as if completely rewritten herein, and Sublessee agrees to the contrarybe bound to Sublessor as if it were lessee and Sublessor were landlord therein, this Sublease and Subtenant's rights under this Sublease shall at all times be subject to by all of the terms, covenants, conditions and conditions covenants of the Master Lease insofar as they relate to the Sublease Premises, except as otherwise provided in this Sublease Agreement. Except as expressly stated in this Sublease Agreement, Sublessee shall be entitled to receive the benefit of all such terms, conditions and covenants of the Master Lease that are intended by their terms to benefit Sublessor, provided that Sublessor shall not have any liability to Sublessee as a result of a breach of failure to perform by Landlord under the Master Lease; provided, however, Sublessor agrees to (i) use its commercially reasonable efforts to enforce Landlord’s obligations under the Master Lease and (ii) request such above Building standard services on behalf of Sublessee (to the extent Landlord will not accept such requests directly from Sublessee) as are available pursuant to the terms and provisions of the Master Lease, and Sublessee shall pay for such above Building standard services in the amount(s) required per the terms and provisions of the Master Lease. To the extent Sublessor receives written notice from Master Landlord that pertains to or otherwise relates to the Sublease Premises, Sublessor shall provide a copy of which agreementsuch written notice to Sublessee within two (2) business days following Sublessor’s receipt of same. In addition, as currently in effect, Subtenant hereby represents that it has received), with to the same force and effect as if fully set forth herein, and except as otherwise expressly provided for herein, Subtenant shall keep, observe and perform extent Sublessor’s obligation to pay rent or cause to be kept, observed and performed, faithfully all those terms, covenants and conditions of Sublandlord as tenant other sums under the Master Lease with respect to the Premises. Except as otherwise provided herebySublease Premises are abated, the terms, conditions, rights and responsibilities of the Master Lease are incorporated herein by reference, and Sublandlord shall have the rights and responsibilities Sublessee’s obligation to pay Rent with respect to the Subtenantthat the Master Landlord Sublease Premises under this Sublease Agreement shall be abated. Sublessor represents and warrants to Sublessee that (a) Sublessor has with respect delivered to Sublandlord pursuant to Sublessee a full and complete copy of the Master Lease, and Subtenantshall have the rights and responsibilities with respect to Sublandlordthat Sublandlordhas with respect to the Master Landlord pursuant to the Master Lease. However, to the extent that (b) the Master Lease requires or obligates Master Landlord to maintainis, repair, restore, or otherwise expend any money or take any action to preserve and maintain all or any portion as of the Premises or to furnish any services to the PremisesEffective Date hereof, such obligation shall not pass to Sublandlord by reason in full force and effect, and (c) no Event of this Sublease and shall remain with the Master Landlord. Subject to the first sentence of this Section 13.5, with respect to the relationship between the Sublandlord and the Subtenant, the terms, covenants and conditions of this Sublease shall control with respect to any conflict or inconsistency between the terms, covenants and conditions contained herein and the terms, covenants and conditions of the Master Lease. Notwithstanding the foregoing, the following sections of Default has occurred under the Master Lease are hereby excluded from application and, to or incorporation within this Sublease: The provision Sublessor’s knowledge, no event has occurred and is continuing which would constitute an Event of Default but for automatic renewal in Clause II. Subtenant shall NOT have the right to automatically renew this Sublease pursuant to the provisions set forth in Clause II requirement of the giving of notice and/or the expiration of the period of time to cure. Sublessor further represents, warrants and covenants that it shall not take or permit to be taken by those under Sublessor’s control any action or omission that could constitute an Event of Default under the Master LeaseLease and that Sublessor shall maintain the Master Lease in full force and effect throughout the Sublease Term.

Incorporation of Master Lease. Notwithstanding any other provision (a) All of the terms and provisions of the Master Lease, except as provided in subsection (b) below, are incorporated into and made a part of this Sublease Sublease, and the rights and obligations of the parties under the Master Lease are hereby imposed upon the parties hereto with respect to the contrarySublease Premises, this Sublease and Subtenant's rights under this Sublease shall at all times be subject to all of the termsSublandlord being substituted for the Landlord in the Master Lease, covenantsthe Subtenant being substituted for the Tenant in the Master Lease provided, and conditions however, that the term “Landlord” in the following sections of the Master Lease (a copy of which agreementi) shall mean Master Landlord, not Sublandlord: Article 13 (with respect to the obligation to rebuild the Building), and Article 26(a); and (ii) shall mean both Master Landlord and Sublandlord: 8.5, Article 11, Article 14 (except that any entry by Sublandlord shall require no more than one (1) business day prior notice), 32.4, 32.5, 32.8, and 32.9. It is further understood that where reference is made in the Master Lease to the “Premises,” the same shall mean the Sublease Premises as defined herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date or Expansion Space Commencement Date, as currently in effectapplicable, Subtenant hereby represents that it has received), with as defined herein; and where reference is made to the “Lease,” the same force and effect as if fully set forth herein, and except as otherwise expressly provided for herein, Subtenant shall keep, observe and perform or cause mean this Sublease. The parties specifically agree that any provisions relating to be kept, observed and performed, faithfully all those terms, covenants and conditions any construction obligations of Sublandlord as tenant “Landlord” under the Master Lease with respect to construction that occurred or was to have occurred prior to the PremisesCommencement Date hereof, are hereby deleted. Except as otherwise provided hereby, the terms, conditions, rights and responsibilities of the Master Lease are incorporated herein by reference, and Sublandlord shall have the rights and responsibilities with respect not be liable to the Subtenantthat the Subtenant for any failure by Master Landlord has with respect to Sublandlord pursuant to perform its obligations under the Master Lease, and Subtenantshall have the rights and responsibilities with respect to Sublandlordthat Sublandlordhas with respect to the nor shall such failure by Master Landlord pursuant excuse performance by Subtenant of its obligations hereunder; provided, however, that Sublandlord shall use its commercially reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease. However, to the extent that Anything in the Master Lease requires or obligates Master Landlord to maintain, repair, restore, or otherwise expend any money or take any action to preserve and maintain all or any portion of the Premises or to furnish any services to the Premisescontrary notwithstanding, such obligation no personal liability shall not pass to Sublandlord by reason at any time be asserted or enforceable against Sublandlord’s stockholders, directors, officers or partners on account of this Sublease and shall remain with the Master Landlord. Subject to the first sentence any of this Section 13.5, with respect to the relationship between the Sublandlord and the Subtenant, the terms, covenants and conditions of this Sublease shall control with respect to any conflict Sublandlord’s obligations or inconsistency between the terms, covenants and conditions contained herein and the terms, covenants and conditions of the Master Lease. Notwithstanding the foregoing, the following sections of the Master Lease are hereby excluded from application to or incorporation within actions under this Sublease: The provision for automatic renewal in Clause II. Subtenant shall NOT have the right to automatically renew this Sublease pursuant to the provisions set forth in Clause II of the Master Lease.

Incorporation of Master Lease. Notwithstanding any other provision of this Sublease to the contrary, this Sublease and SubtenantTenant's rights under this Sublease shall at all times be subject to all of the terms, covenants, and conditions of the Master Lease (a copy of which agreement, as currently in effect, Subtenant Tenant hereby represents that it has received), with the same force and effect as if fully set forth herein, and except as otherwise expressly provided for herein, Subtenant Tenant shall keep, observe and perform or cause to be kept, observed and performed, faithfully all those terms, covenants and conditions of Sublandlord the Town as tenant under the Master Lease with respect to the Sublease Premises. Except as otherwise provided hereby, the terms, conditions, rights and responsibilities of the Master Lease are incorporated herein by reference, and Sublandlord the Town shall have the rights and responsibilities with respect to the Subtenantthat Tenant that the Master Landlord has with respect to Sublandlord the Town pursuant to the Master Lease, and Subtenantshall Tenant shall have the rights and responsibilities with respect to Sublandlordthat Sublandlordhas the Town that the Town has with respect to the Master Landlord pursuant to the Master Lease. However, to the extent that the Master Lease requires or obligates Master Landlord to maintain, repair, restore, or otherwise expend any money or take any action to preserve and maintain all or any portion of the Sublease Premises or to furnish any services to the Sublease Premises, such obligation shall not pass to Sublandlord the Town by reason of this Sublease and shall remain with the Master Landlord. Subject to the first sentence of this Section 13.52.4, with respect to the relationship between the Sublandlord Town and the SubtenantTenant, the terms, covenants and conditions of this Sublease shall control with respect to any conflict or inconsistency between the terms, covenants and conditions contained herein and the terms, covenants and conditions of the Master Lease. Notwithstanding the foregoing, the following sections of the Master Lease are hereby excluded from application to or incorporation within this Sublease: The provision for automatic renewal in Clause II. Subtenant shall NOT have the right to automatically renew this Sublease pursuant to the provisions set forth in Clause II of the Master Lease.

Incorporation of Master Lease. Notwithstanding any other provision Lessee hereby leases those premises described in Paragraph 2 of this Sublease Lease subject to and agrees to be bound by and shall abide by the terms and conditions of that certain lease entered into by, and between the County of Contra Costa as Lessor ("County") and the Solano Way Partnership as Lessee dxxxx Xugust 20, 1985 (the "Master Lease") as well as the First Amendment to Lease and Consent to Assignment between the same parties dated May 21, 1996 (the "First Amendment"); said Master Lease is attached hereto as Exhibit "B" and the First Amendment is attached hereto as Exhibit "C" and the terms and conditions of each are hereby incorporated by this reference as pertains to the contraryPremises leased hereunder. Wherever in said Master Lease or the First Amendment, this Sublease the Solano Way Partnership shall be xxxxxxed to do any act or shall be obligated in any manner with regard to the Premises leased hereunder (including the obligation not to act in some manner), Lessee hereunder agrees to perform said acts and Subtenant's rights under this Sublease shall at all times be subject to all assume said obligations of the termsSolano Way Partnership so long xx xxxh performance and/or assumption of obligations are not inconsistent herewith. In addition, covenantsin the event Solano Way Partnership defaults xxxxx the Master Lease or the First Amendment, Lessee agrees to attorn to County as if County was named as the Lessor hereunder. Whenever in said Master Lease or the First Amendment, the County retains or is granted any rights with regard to the Premises or said Master Lease or the First Amendment, including but not limited to, right of entry upon the Premises, rights and conditions remedies upon default of said Master Lease or the First Amendment or, in general, rights to enforce the provisions of the Master Lease (a copy of which agreementor the First Amendment, as currently in effect, Subtenant hereby represents Lessee hereunder agrees that it has received), with the same force and effect as if fully set forth herein, and except as otherwise expressly provided for herein, Subtenant Lessor hereunder shall keep, observe and perform or cause to be kept, observed and performed, faithfully have all those terms, covenants and conditions of Sublandlord as tenant under the Master Lease such right with respect to the Premises. Except as otherwise provided hereby, the terms, conditions, rights Premises and responsibilities of the Master Lease are incorporated herein by reference, and Sublandlord shall have the rights and responsibilities with respect to the Subtenantthat the Master Landlord has with respect to Sublandlord pursuant to the Master Lease, and Subtenantshall have the rights and responsibilities with respect to Sublandlordthat Sublandlordhas with respect to the Master Landlord pursuant to the Master Lease. However, to the extent that the Master Lease requires or obligates Master Landlord to maintain, repair, restore, or otherwise expend any money or take any action to preserve and maintain all or any portion of the Premises or to furnish any services to the Premises, such obligation shall not pass to Sublandlord by reason of this Sublease and shall remain with the Master Landlord. Subject to the first sentence of this Section 13.5, with respect to the relationship between the Sublandlord and the Subtenant, the terms, covenants and conditions of this Sublease shall control with respect to any conflict or inconsistency between the terms, covenants and conditions contained herein and the terms, covenants and conditions of the Master Lease. Notwithstanding the foregoing, the following sections of the Master Lease are hereby excluded from application to or incorporation within this Sublease: The provision for automatic renewal in Clause II. Subtenant shall NOT have the right to automatically renew this Sublease pursuant to the provisions set forth in Clause II of the Master Lease.

Incorporation of Master Lease. Notwithstanding any other provision of this Sublease to the contrary, this Sublease and Subtenant's rights under this Sublease shall at all times be subject to all of the terms, covenants, and conditions of the Master Lease (a copy of which agreement, as currently in effect, Subtenant hereby represents that it has received), with the same force and effect as if fully set forth herein, and except as otherwise expressly provided for herein, Subtenant shall keep, observe and perform or cause to be kept, observed and performed, faithfully all those terms, covenants and conditions of Sublandlord as tenant under the Master Lease with respect to the Subdemised Premises. Except as otherwise provided hereby, the terms, conditions, rights and responsibilities of the Master Lease are incorporated herein by reference, and Sublandlord shall have the rights and responsibilities with respect to the Subtenantthat the Master Landlord has with respect to Sublandlord pursuant to the Master Lease, and Subtenantshall have the rights and responsibilities with respect to Sublandlordthat Sublandlordhas with respect to the Master Landlord pursuant to the Master Lease. However, to the extent that the Master Lease requires or obligates Master Landlord to maintain, repair, restore, or otherwise expend any money or take any action to preserve and maintain all or any portion of the Subdemised Premises or to furnish any services to the Subdemised Premises, such obligation shall not pass to Sublandlord by reason of this Sublease and shall remain with the Master Landlord. Subject to the first sentence of this Section 13.5, with respect to the relationship between the Sublandlord and the Subtenant, the terms, covenants and conditions of this Sublease shall control with respect to any conflict or inconsistency between the terms, covenants and conditions contained herein and the terms, covenants and conditions of the Master Lease. Notwithstanding the foregoing, the following sections of the Master Lease are hereby excluded from application to or incorporation within this Sublease: The provision for automatic renewal Sections 4(a), 4(d), 4(e), 6, 19, 21, 23(h), 23(j) and 24, as well as provisions contained in Clause II. Subtenant shall NOT have the right to automatically renew this Sublease pursuant Exhibit C which pertain to the provisions set forth matters dealt with in Clause II of the Master Leasereferenced provisions.

Incorporation of Master Lease. Notwithstanding any other provision of this Sublease Sub-sublease to the contrary, this Sublease Sub-sublease and Subtenant's Sub-subtenant’s rights under this Sublease Sub-sublease shall at all times be subject to all of the terms, covenants, and conditions of the Master Lease (a copy of which agreement, as currently in effect, Subtenant Sub-subtenant hereby represents that it has received), with the same force and effect as if fully set forth herein, and except as otherwise expressly provided for herein, Subtenant Sub-subtenant shall keep, observe and perform or cause to be kept, observed and performed, faithfully all those terms, covenants and conditions of Sublandlord as tenant under the Master Lease with respect to the Sub-subleased Premises. Except as otherwise provided hereby, the terms, conditions, rights and responsibilities of the Master Lease are incorporated herein by reference, and Sublandlord shall have the rights and responsibilities with respect to the Subtenantthat Sub-subtenant that the Master Landlord has with respect to Sublandlord pursuant to the Master Lease, and Subtenantshall Sub-subtenant shall have the rights and responsibilities with respect to Sublandlordthat Sublandlordhas Sublandlord that Sublandlord has with respect to the Master Landlord pursuant to the Master Lease. However, to the extent that the Master Lease requires or obligates Master Landlord to maintain, repair, restore, or otherwise expend any money or take any action to preserve and maintain all or any portion of the Sub-subleased Premises or to furnish any services to the Sub-subleased Premises, such obligation shall not pass to Sublandlord by reason of this Sublease Sub-sublease and shall remain with the Master Landlord. Subject to the first sentence of this Section 13.5, with respect to the relationship between the Sublandlord and the SubtenantSub-subtenant, the terms, covenants and conditions of this Sublease Sub-sublease shall control with respect to any conflict or inconsistency between the terms, covenants and conditions contained herein and the terms, covenants and conditions of the Master Lease. Notwithstanding the foregoing, the following sections of the Master Lease are hereby excluded from application to or incorporation within this Sublease: The provision for automatic renewal in Clause II. Subtenant shall NOT have the right to automatically renew this Sublease pursuant to the provisions set forth in Clause II of the Master Lease.

Incorporation of Master Lease. Notwithstanding any other provision of this Sublease to the contrary, this Sublease and Subtenant's rights under this Sublease shall at all times be subject to all of the terms, covenants, and conditions of the Master Lease (a copy of which agreement, as currently in effect, Subtenant hereby represents that it has received), with the same force and effect as if fully set forth herein, and except as otherwise expressly provided for herein, Subtenant shall keep, observe and perform or cause to be kept, observed and performed, faithfully all those terms, covenants and conditions of Sublandlord as tenant under the Master Lease with respect to the Premises. Except as otherwise provided hereby, the terms, conditions, rights and responsibilities of the Master Lease are incorporated herein by reference, and Sublandlord shall have the rights and responsibilities with respect to the Subtenantthat the Master Landlord has with respect to Sublandlord pursuant to the Master Lease, and Subtenantshall have the rights and responsibilities with respect to Sublandlordthat Sublandlordhas with respect to the Master Landlord pursuant to the Master Lease. However, to the extent that the Master Lease requires or obligates Master Landlord to maintain, repair, restore, or otherwise expend any money or take any action to preserve and maintain all or any portion of the Premises or to furnish any services to the Premises, such obligation shall not pass to Sublandlord by reason of this Sublease and shall remain with the Master Landlord. Subject to the first sentence of this Section 13.5, with respect to the relationship between the Sublandlord and the Subtenant, the terms, covenants and conditions of this Sublease shall control with respect to any conflict or inconsistency between the terms, covenants and conditions contained herein and the The terms, covenants and conditions of the Master LeaseLease are hereby incorporated into this Sublease, except as otherwise expressly provided herein. Notwithstanding The terms, conditions and respective obligations of Sublandlord and Subtenant to each other under this Sublease shall be the foregoing, the following sections terms and conditions of the Master Lease are hereby excluded from application to or incorporation within this Sublease: The provision except for automatic renewal in Clause II. Subtenant shall NOT have the right to automatically renew this Sublease pursuant to the those provisions set forth in Clause II of the Master Lease which are directly contradicted by this Sublease, in which event the terms of this Sublease shall control over the Master Lease. Therefore, for the purposes of this Sublease, (i) wherever in the Master Lease the word “Landlord” is used it shall be deemed to mean the Sublandlord herein, (ii) wherever in the Master Lease the word “Tenant” is used it shall be deemed to mean the Subtenant herein and (iii) wherever in the Master Lease the words “Lease,” “Rent” or “Term” are used, such terms shall be deemed to mean this Sublease, the Rent hereunder and the Term hereunder, respectively. The time limits contained in the Master Lease for the giving of notices, making of demands or performing of any act, condition or covenant on the part of the tenant thereunder, or for the exercise by the tenant thereunder of any right, remedy or option, are changed for the purposes of incorporation herein by reference by shortening the same in each instance by three (3) days, so that in each instance Subtenant shall have three (3) days less time to observe or perform hereunder than Sublandlord has as the tenant under the Master Lease. The time limits contained in the Master Lease for the giving of notices, making of demands or performing of any act, condition or covenant on the part of Landlord, or for the exercise by Landlord of any right, remedy or option, are changed for the purposes of incorporation herein by reference by increasing the same by three (3) business days in each instance, so that in each instance Sublandlord shall have three (3) business days additional time to observe or perform hereunder than Landlord has under the Master Lease. Any non-liability, release, waiver, indemnity or hold harmless provision in the Master Lease for the benefit of Landlord that is incorporated herein by reference shall be deemed to inure to the benefit of Sublandlord, Landlord, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease. Any right of Landlord under the Master Lease of access or inspection, any right of Landlord under the Master Lease to do work in the Premises or in the Building and any right of Landlord under the Master Lease in respect of rules and regulations, which is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, Landlord, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease.

Incorporation of Master Lease. Notwithstanding any a. Sublandlord represents and warrants to Subtenant that (i) the Master Lease is in full force and effect, (ii) the copy of the Master Lease attached hereto as Exhibit A is true, correct, and complete (other provision of this Sublease than the partial redactions), and (iii) to the contrarybest of Sublandlord’s knowledge, neither Sublandlord nor Landlord is in default thereunder and there are no facts or circumstances that could give rise to a default. Except with respect to Sublandlord’s obligation to pay Fixed Rent and Additional Rent due and owing under the Master Lease which provision is expressly excluded from this Sublease and Subtenant's rights under this Sublease shall at all times be subject to Sublease, all of the terms, covenants, agreements, terms and conditions of the Master Lease (relating to or applicable to the tenant under the Master Lease are incorporated herein and made a copy of which agreement, as currently in effect, Subtenant hereby represents that it has received), part hereof with respect to the Subleased Premises only with the same force and effect as if fully set forth at length herein, except to the extent the same are modified or amended by this Sublease, it being understood and except agreed that said provisions shall fix the obligations of the Subtenant with the same effect as otherwise expressly provided for herein, if the Subtenant shall keep, observe and perform or cause to be kept, observed and performed, faithfully all those terms, covenants and conditions of Sublandlord as were the tenant under named in the Master Lease with respect to the PremisesLease. Except as otherwise provided herebyherein, Subtenant agrees that Sublandlord shall have all of the terms, conditions, rights and responsibilities remedies of the Landlord under the Master Lease relating to the Subleased Premises with respect to Subtenant as if such rights and remedies were fully set forth herein. To the extent there is a conflict between the provisions of the Master Lease which are hereby incorporated herein by reference, and Sublandlord shall have the rights and responsibilities with respect to the Subtenantthat the Master Landlord has with respect to Sublandlord pursuant to the Master Lease, and Subtenantshall have the rights and responsibilities with respect to Sublandlordthat Sublandlordhas with respect to the Master Landlord pursuant to the Master Lease. However, to the extent that the Master Lease requires or obligates Master Landlord to maintain, repair, restore, or otherwise expend any money or take any action to preserve and maintain all or any portion of the Premises or to furnish any services to the Premises, such obligation shall not pass to Sublandlord by reason express provisions of this Sublease and shall remain with the Master Landlord. Subject to the first sentence of this Section 13.5, with respect to the relationship between the Sublandlord and the SubtenantSublease, the terms, covenants and conditions express provisions of this Sublease shall control with respect prevail to any conflict or inconsistency between the terms, covenants and conditions contained herein and the terms, covenants and conditions of extent Landlord’s rights under the Master LeaseLease are not affected. Notwithstanding the foregoing, the following sections provisions of the Master Lease are hereby excluded from application to or incorporation within this Subleaseand not incorporated herein: The provision for automatic renewal in Clause II. Subtenant shall NOT have the right to automatically renew this Sublease pursuant to the provisions set forth in Clause II of the Master LeaseArticle VI; Sections 13.26, 13.27, 13.28 and 13.29.

Incorporation of Master Lease. Notwithstanding any other provision of this Sublease to the contrary, this Sublease and Subtenant's rights under this Sublease shall at all times be subject to all (a) All of the terms, covenants, and conditions terms of the Master Lease (a copy of which agreementare hereby incorporated into this Sublease and shall, as currently in effectbetween Sublandlord and Subtenant (as if they were the Landlord and Tenant, Subtenant hereby represents that it has receivedrespectively, under the Master Lease), with respect to the same force Subleased Premises, constitute the terms of this Sublease, except to the extent they are inapplicable to, inconsistent with, or modified by the terms of this Sublease, and effect provided that those economic and performance requirements of the Master Landlord under the Master Lease which are to be performed or paid by the Master Landlord shall not be the responsibility of Sublandlord and any representations or warranties of Master Landlord under the Master Lease shall not be deemed representations or warranties of Sublandlord under this Sublease and Sublandlord shall have no obligation or liability to Subtenant for the failure or breach of such representations and warranties by Master Landlord. Provided, further, that those economic and performance requirements of Sublandlord under the Master Lease as if fully set forth to all portions of the Premises except the Subleased Premises shall not be the responsibility of Subtenant. Notwithstanding any provision to the contrary contained herein, Sublandlord, upon written notice by Subtenant, shall diligently attempt to enforce all obligations of Master Landlord under the Master Lease. If, after receipt of written request from Subtenant, Sublandlord shall fail or refuse to take action for the enforcement of Sublandlord's rights against Master Landlord with respect to the Premises ("Action"), Subtenant, with Sublandlord's consent (which consent shall not be unreasonably withheld), shall have the right to take such Action in its own name, and except as otherwise expressly provided for hereinthat purpose and only to such extent, Subtenant shall keep, observe and perform or cause to be kept, observed and performed, faithfully all those terms, covenants and conditions of the rights of Sublandlord as tenant under the Master Lease with respect are hereby conferred upon and assigned to the Premises. Except as otherwise provided hereby, the terms, conditions, rights and responsibilities of the Master Lease are incorporated herein by referenceSubtenant, and Sublandlord Subtenant shall have the be subrogated to such rights and responsibilities with respect to the Subtenantthat the Master Landlord has with respect to Sublandlord pursuant to the Master Lease, and Subtenantshall have the rights and responsibilities with respect to Sublandlordthat Sublandlordhas with respect to the Master Landlord pursuant to the Master Lease. However, to the extent that the Master Lease requires or obligates Master Landlord to maintain, repair, restore, or otherwise expend any money or take any action to preserve and maintain all or any portion of the Premises or to furnish any services same shall apply to the Premises, such obligation . If any Action against Master Landlord in Subtenant's name shall not pass to Sublandlord be barred by reason of this Sublease lack of privity, nonassignability or otherwise, Subtenant may take such Action in Sublandlord's name; provided that Subtenant has obtained the prior written consent of Sublandlord, which consent shall not be unreasonably withheld or delayed; and provided, further, that Subtenant shall remain with the Master Landlord. Subject indemnify, protect, defend by counsel reasonably satisfactory to Sublandlord and hold Sublandlord harmless from and against any and all claims, demands, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, costs and expenses (including, without limitation, reasonable attorneys' fees) which Sublandlord may incur or suffer by reason of such Action, except to the first sentence extent incurred or suffered by reason of this Section 13.5, with respect Sublandlord's negligent acts or omissions. Sublandlord hereby agrees to the relationship between the Sublandlord and the Subtenant, the terms, covenants and conditions of this Sublease shall control with respect to any conflict or inconsistency between the terms, covenants and conditions contained herein and the terms, covenants and conditions of the Master Lease. Notwithstanding the foregoing, the following sections of perform its obligations as tenant under the Master Lease if and to the extent those obligations are hereby excluded from application to or incorporation within this Sublease: The provision for automatic renewal in Clause II. not assumed by Subtenant shall NOT have the right to automatically renew this Sublease pursuant to the provisions set forth in Clause II terms of the Master Leasethis Sublease.

Incorporation of Master Lease. Notwithstanding any other provision of this Sublease to the contrary, this Sublease and Subtenant's ’s rights under this Sublease shall at all times be subject to all of the terms, covenants, and conditions of the Master Lease (a copy of which agreement, as currently in effect, Subtenant hereby represents that it has received), with the same force and effect as if fully set forth herein, and except as otherwise expressly provided for herein, Subtenant shall keep, observe and perform or cause to be kept, observed and performed, faithfully all those terms, covenants and conditions of Sublandlord as tenant under the Master Lease with respect to the Subleased Premises. Except as otherwise provided hereby, the terms, conditions, rights and responsibilities of the Master Lease are incorporated herein by reference, and Sublandlord shall have the rights and responsibilities with respect to the Subtenantthat Subtenant that the Master Landlord has with respect to Sublandlord pursuant to the Master Lease, and Subtenantshall Subtenant shall have the rights and responsibilities with respect to Sublandlordthat Sublandlordhas Sublandlord that Sublandlord has with respect to the Master Landlord pursuant to the Master Lease. However, to the extent that the Master Lease requires or obligates Master Landlord to maintain, repair, restore, or otherwise expend any money or take any action to preserve and maintain all or any portion of the Subleased Premises or to furnish any services to the Subleased Premises, such obligation shall not pass to Sublandlord by reason of this Sublease and shall remain with the Master Landlord. Subject to the first sentence of this Section 13.5, with respect to the relationship between the Sublandlord and the Subtenant, the terms, covenants and conditions of this Sublease shall control with respect to any conflict or inconsistency between the terms, covenants and conditions contained herein and the terms, covenants and conditions of the Master Lease. Notwithstanding the foregoing, the following sections of the Master Lease are hereby excluded from application to or incorporation within this Sublease: The provision for automatic renewal in Clause II. Subtenant shall NOT have the right to automatically renew this Sublease pursuant to the provisions set forth in Clause II of the Master Lease.

Incorporation of Master Lease. Notwithstanding any other provision Subtenant shall observe and perform for the benefit of this Sublease to the contraryMaster Landlord and Sublandlord each and every term, this Sublease covenant, condition and Subtenant's rights under this Sublease shall at all times be subject to all of the terms, covenants, and conditions agreement of the Master Lease (a copy of which agreement, as currently in effect, Subtenant hereby represents that it has received), Sublandlord is required to observe or perform with respect to the same force and effect as if fully set forth herein, and except as otherwise expressly provided for herein, Subtenant shall keep, observe and perform or cause to be kept, observed and performed, faithfully all those terms, covenants and conditions of Sublandlord Premises as tenant under the Master Lease with respect Lease, except for the covenant of Sublandlord to pay Master Landlord the Premises. Except as otherwise provided hereby, the terms, conditions, rights and responsibilities of Rent due under the Master Lease and except as such terms, covenants, conditions and agreements are incorporated herein by reference, and Sublandlord shall have modified hereby or are inconsistent with the rights and responsibilities with respect to the Subtenantthat the Master Landlord has with respect to Sublandlord pursuant to the Master Lease, and Subtenantshall have the rights and responsibilities with respect to Sublandlordthat Sublandlordhas with respect to the Master Landlord pursuant to the Master Leaseterms of this Sublease. However, to the extent that the Master Lease requires or obligates Master Landlord to maintain, repair, restore, or otherwise expend any money or take any action to preserve and maintain all or any portion of the Premises or to furnish any services to the Premises, such obligation Subtenant shall not pass do or permit to Sublandlord by reason be done any act which would result in a violation of this Sublease and shall remain with the Master Landlord. Subject to the first sentence any of this Section 13.5, with respect to the relationship between the Sublandlord and the Subtenant, the terms, covenants and conditions of this Sublease shall control with respect to any conflict or inconsistency between the terms, covenants and conditions contained herein and the terms, covenants and conditions of the Master LeaseLease or which would cause the Master Lease to be terminated or forfeited. Notwithstanding Except as otherwise specifically provided in this Sublease, all of the foregoingterms, covenants, conditions and agreements which Master Landlord or Sublandlord are required to observe or perform with respect to the following sections of Premises as parties to the Master Lease are hereby excluded from application incorporated herein by reference (and modified by the terms hereof, if applicable) and deemed to constitute terms, covenants, conditions and agreements which Sublandlord and Subtenant are required to observe or incorporation within this Sublease: The provision for automatic renewal in Clause II. Subtenant shall NOT have the right to automatically renew perform under this Sublease pursuant to the provisions as if set forth herein verbatim; provided, however, that (a) the term “Landlord” shall not be deemed to refer to Sublandlord in Clause II those instances where the context requires the term “Landlord” to refer to Master Landlord only (without limiting the foregoing, Section 13.7 of the Master Lease shall be deemed to refer only to Master Landlord); (b) the term “Landlord” shall be deemed to refer to Sublandlord and Master Landlord in those instances where the context requires the term “Landlord” to refer to both Master Landlord and Sublandlord; (c) the term “Tenant” shall be deemed to refer to “Subtenant”; (d) the terms “Base Rent” and “Additional Rent” under the Master Lease shall be deemed to refer to the Base Rent and Additional Rent hereunder; (e) the phrase “this Lease.” shall be deemed to refer to “this Sublease”; (f) the term “Term” shall be deemed to refer to the Term hereof; and (f) the following provisions of the Master Lease shall not be incorporated herein: Sections 1, 3, 4.1, 4.2, 4.3, 4.5, 4.6, 9.1, 9.2, 13.7, 14.5, the first sentence of 16.5, 21, 25, 28, 29.18, Exhibit B, and Exhibit C.

Incorporation of Master Lease. Notwithstanding any other provision of this (a) This Sublease to the contrary, this Sublease is expressly subject and Subtenant's rights under this Sublease shall at all times be subject to all of the terms, covenants, and conditions of the Master Lease (a copy of which agreement, as currently in effect, Subtenant hereby represents that it has received), with the same force and effect as if fully set forth herein, and except as otherwise expressly provided for herein, Subtenant shall keep, observe and perform or cause to be kept, observed and performed, faithfully all those terms, covenants and conditions of Sublandlord as tenant under the Master Lease with respect to the Premises. Except as otherwise provided hereby, the terms, conditions, rights and responsibilities of the Master Lease are incorporated herein by reference, and Sublandlord shall have the rights and responsibilities with respect to the Subtenantthat the Master Landlord has with respect to Sublandlord pursuant subordinate to the Master Lease, the terms and Subtenantshall have the rights and responsibilities with respect to Sublandlordthat Sublandlordhas with respect to the Master Landlord pursuant to the Master Lease. However, to the extent that the Master Lease requires or obligates Master Landlord to maintain, repair, restore, or provisions of which are expressly incorporated herein by this reference (except as otherwise expend any money or take any action to preserve and maintain all or any portion of the Premises or to furnish any services to the Premises, such obligation shall not pass to Sublandlord by reason provided in Paragraph 3(b) of this Sublease and shall remain with Sublease). Except for the Master Landlord. Subject to the first sentence payment of this Section 13.5rent, Subtenant shall, with respect to the relationship between Subleased Premises, perform and observe all of the Sublandlord and the Subtenantapplicable obligations, the terms, covenants and conditions of this Sublease shall control with respect to any conflict or inconsistency between the terms, covenants and conditions contained herein and the terms, covenants and conditions of the Master Lease which are to be performed or observed by Sublandlord, as Tenant, under the Master Lease. Notwithstanding Subtenant shall not take any action or fail to take any action that shall cause Sublandlord to be in default under the foregoingMaster Lease, regardless of the following sections provisions of Paragraph 3(b) of this Sublease. Subtenant shall be entitled to receive the benefit of all utilities, services, maintenance, repairs and replacements provided to Sublandlord by DRI under the Master Lease, if any, as they apply to the Subleased Premises, provided, however, Subtenant understands, acknowledges and agrees that Sublandlord shall have no liability whatsoever to Subtenant if DRI shall not provide any such utilities, services, maintenance, repairs or replacements or shall not otherwise timely and properly comply with or perform its obligations, covenants and agreements under the Master Lease are hereby excluded from application for any reason not due to a default by Sublandlord under the Master Lease which is not caused by or incorporation within does not directly, indirectly or consequentially arise out of or in connection with or does not relate to any default by Subtenant under this Sublease: The provision for automatic renewal Sublease or any act, omission, negligence, or willful or criminal act of Subtenant or its agents, employees, officers, contractors, tenants, concessionaires, servants, licensees, invitees, guests, successors, customers or assigns. All capitalized terms used in Clause II. Subtenant this Sublease Agreement, unless specifically defined herein, shall NOT have the right to automatically renew this Sublease pursuant to the provisions set forth same meaning and definition as used in Clause II of the Master Lease.

Incorporation of Master Lease. Notwithstanding any The terms, conditions and ----------------------------- respective obligations of Sublandlord and Subtenant to each other provision of this Sublease to the contrary, this Sublease and Subtenant's rights under this Sublease shall at all times be subject to all of the terms, covenants, terms and conditions of the Master Lease (a copy except for those provisions of the Master Lease which agreementare directly contradicted by this Sublease in which event the terms of the Sublease document shall control over the Master Lease. Therefore, as currently for the purposes of this Sublease, wherever in effectthe Master Lease the word "Landlord" is used it shall be deemed to mean the Sublandlord herein and wherever in the Master Lease the word "Tenant" is used it shall be deemed to mean the Subtenant herein. The time limits contained in the Master Lease for the giving of notices, Subtenant hereby represents that it has received)making of demands or performing of any act, with condition or covenant on the part of the tenant thereunder, or for the exercise by the tenant thereunder of any right, remedy or option, are changed for the purposes of incorporation herein by reference by shortening the same force and effect as if fully set forth hereinin each instance by three days, and except as otherwise expressly provided for herein, so that in each instance Subtenant shall keep, have three days less time to observe and or perform or cause to be kept, observed and performed, faithfully all those terms, covenants and conditions of hereunder than Sublandlord has as the tenant under the Master Lease with respect to the PremisesLease. Except as otherwise provided hereby, the terms, conditions, rights and responsibilities of The time limits contained in the Master Lease for the giving of notices, making of demands or performing of any act, condition or covenant on the part of Landlord, or for the exercise by Landlord of any right, remedy or option, are changed for the purposes of incorporation herein by reference by doubling the same in each instance, so that in each instance Sublandlord shall have twice as much time to observe or perform hereunder than Landlord has under the Master Lease. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Landlord that is incorporated herein by reference, and Sublandlord shall have the rights and responsibilities with respect be deemed to inure to the Subtenantthat the Master Landlord has with respect to Sublandlord pursuant to the Master Leasebenefit of Sublandlord, Landlord, and Subtenantshall have any other person intended to be benefited by said provision, for the rights and responsibilities with respect to Sublandlordthat Sublandlordhas with respect to the Master purpose of incorporation by reference in this Sublease. Any right of Landlord pursuant to the Master Lease. However, to the extent that under the Master Lease requires of access or obligates Master inspection and any right of Landlord to maintain, repair, restore, or otherwise expend any money or take any action to preserve and maintain all or any portion of the Premises or to furnish any services to the Premises, such obligation shall not pass to Sublandlord by reason of this Sublease and shall remain with the Master Landlord. Subject to the first sentence of this Section 13.5, with respect to the relationship between the Sublandlord and the Subtenant, the terms, covenants and conditions of this Sublease shall control with respect to any conflict or inconsistency between the terms, covenants and conditions contained herein and the terms, covenants and conditions of the Master Lease. Notwithstanding the foregoing, the following sections of under the Master Lease are hereby excluded from application to do work in the Master Lease premises or in the Building and any right of Landlord under the Master Lease in respect of rules and regulations, which is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, Landlord, and any other person intended to be benefited by said provision, for the purpose of incorporation within by reference in this Sublease: The provision for automatic renewal in Clause II. Subtenant shall NOT have the right to automatically renew this Sublease pursuant to the provisions set forth in Clause II of the Master Lease.

Incorporation of Master Lease. Notwithstanding any other provision (a) All of the terms and provisions of the Master Lease, except as provided in subsection (b) below, are incorporated into and made a part of this Sublease Sublease, and the rights and obligations of the parties under the Master Lease are hereby imposed upon the parties hereto with respect to the contrarySublease Premises, this Sublease the Sublandlord being substituted for the Landlord in the Master Lease, the Subtenant being substituted for the Tenant in the Master Lease provided, however, that the term “Landlord” in the following Sections and Subtenant's rights under this Sublease shall at all times be subject to all of the terms, covenants, and conditions Articles of the Master Lease (a copy of which agreementi) shall mean Master Landlord, as currently not Sublandlord: Section 6.1, Articles 7, 11, 13, and 29.13 and (ii) shall mean both Master Landlord and Sublandlord: Article 8. It is further understood that where reference is made in effect, Subtenant hereby represents that it has received), with the Master Lease to the “Premises,” the same force shall mean the Sublease Premises as defined herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; and effect as if fully set forth herein, and except as otherwise expressly provided for herein, Subtenant where reference is made to the “Lease,” the same shall keep, observe and perform or cause mean this Sublease. The parties specifically agree that any provisions relating to be kept, observed and performed, faithfully all those terms, covenants and conditions any construction obligations of Sublandlord as tenant “Landlord” under the Master Lease with respect to construction that occurred or was to have occurred prior to the PremisesCommencement Date hereof, are hereby deleted. Except as otherwise 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 use its commercially reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease, including instituting legal proceedings at Subtenant’s sole cost and expense if reasonably requested by Subtenant, provided hereby, the terms, conditions, rights and responsibilities that Sublandlord is not exposed to any risk of termination of the Master Lease are incorporated herein by reference, and Sublandlord shall have or the rights and responsibilities with respect to the Subtenantthat the Master Landlord has with respect to Sublandlord pursuant to the Master Lease, and Subtenantshall have the rights and responsibilities with respect to Sublandlordthat Sublandlordhas with respect to the Master Landlord pursuant to the Master Building A Lease. However, to the extent that Anything in the Master Lease requires or obligates Master Landlord to maintain, repair, restore, or otherwise expend any money or take any action to preserve and maintain all or any portion of the Premises or to furnish any services to the Premisescontrary notwithstanding, such obligation no personal liability shall not pass to Sublandlord by reason at any time be asserted or enforceable against Sublandlord’s stockholders, directors, officers or partners on account of this Sublease and shall remain with the Master Landlord. Subject to the first sentence any of this Section 13.5, with respect to the relationship between the Sublandlord and the Subtenant, the terms, covenants and conditions of this Sublease shall control with respect to any conflict Sublandlord’s obligations or inconsistency between the terms, covenants and conditions contained herein and the terms, covenants and conditions of the Master Lease. Notwithstanding the foregoing, the following sections of the Master Lease are hereby excluded from application to or incorporation within actions under this Sublease: The provision for automatic renewal in Clause II. Subtenant shall NOT have the right to automatically renew this Sublease pursuant to the provisions set forth in Clause II of the Master Lease.

Incorporation of Master Lease. Notwithstanding any other provision of this Sublease to the contrary, this Sublease and Subtenant's ’s rights under this Sublease shall at all times be subject to all of the terms, covenants, and conditions of the Master Lease (a copy of which agreement, as currently in effect, Subtenant hereby represents that it has received), with the same force and effect as if fully set forth herein, and except as otherwise expressly provided for herein, Subtenant shall keep, observe and perform or cause to be kept, observed and performed, faithfully all those terms, covenants and conditions of Sublandlord as tenant under the Master Lease with respect to the Premises. Except as otherwise provided hereby, the terms, conditions, rights and responsibilities of the Master Lease are incorporated herein by reference, and Sublandlord shall have the rights and responsibilities with respect to the Subtenantthat Subtenant that the Master Landlord has with respect to Sublandlord pursuant to the Master Lease, and Subtenantshall Subtenant shall have the rights and responsibilities with respect to Sublandlordthat Sublandlordhas Sublandlord that Sublandlord has with respect to the Master Landlord pursuant to the Master Lease. However, to the extent that the Master Lease requires or obligates Master Landlord to maintain, repair, restore, or otherwise expend any money or take any action to preserve and maintain all or any portion of the Premises or to furnish any services to the Premises, such obligation shall not pass to Sublandlord by reason of this Sublease and shall remain with the Master Landlord. Subject to the first sentence of this Section 13.5, with respect to the relationship between the Sublandlord and the Subtenant, the terms, covenants and conditions of this Sublease shall control with respect to any conflict or inconsistency between the terms, covenants and conditions contained herein and the terms, covenants and conditions of the Master Lease. Notwithstanding the foregoing, the following sections of the Master Lease are hereby excluded from application to or incorporation within this Sublease: The provision for automatic renewal in Clause II. Subtenant shall NOT have the right to automatically renew this Sublease pursuant to the provisions set forth in Clause II of the Master Lease.

Incorporation of Master Lease. Notwithstanding any other provision (a) Except as herein otherwise expressly provided, all of the terms of the Master Lease are hereby incorporated into and made a part of this Sublease to the contraryas if stated at length herein, and Subtenant accepts this Sublease subject to, and Subtenant's rights under hereby, during the Term of this Sublease shall at all times be subject to Sublease, covenants and assumes all of the terms, covenants, conditions and conditions of agreements contained in the Master Lease (a copy of which agreement, as currently in effect, Subtenant hereby represents that it has received), with the same force and effect as if fully set forth herein, and except as otherwise expressly provided for herein, Subtenant shall keep, observe and perform or cause to be kept, observed performed by Sublandlord thereunder and performed, faithfully agrees that all those terms, covenants and conditions obligations of Sublandlord as tenant “Tenant” under the Master Lease shall be done or performed by Subtenant with respect to the Demised Premises on and after the Commencement Date. The parties hereto agree that subject to the provisions of this Sublease, wherever the words “Demised Premises. Except as otherwise provided hereby” or words of similar import appear in the Master Lease, the terms, conditions, rights same shall be deemed to mean the Demised Premises and responsibilities of wherever the words “Landlord” and “Tenant” appear in the Master Lease are incorporated herein by referenceLease, the words shall be deemed to refer to Sublandlord and Subtenant respectively, so that, subject to the provisions of this Sublease, Sublandlord shall have the rights and responsibilities with respect to powers of the Subtenantthat the Master Landlord has with respect to Sublandlord pursuant to under the Master Lease, and Subtenantshall Subtenant shall have and does hereby agree to be bound by and accepts all the rights rights, powers, duties and responsibilities with respect to Sublandlordthat Sublandlordhas with respect to obligations of the Master Landlord pursuant to Tenant under the Master Lease. However; provided, however, that notwithstanding the foregoing, Sublandlord shall have no obligation to perform any of the extent that obligations of Landlord under the Master Lease, including, but not limited to, the furnishing of any of the work, services, repairs or maintenance undertaken to be made by Landlord under the Master Lease, or any other term, covenant or condition required to be performed by Landlord under the Master Lease requires or obligates Master and Subtenant agrees to look solely to Landlord to maintain, repair, restore, or otherwise expend any money or take any action to preserve and maintain all or any portion for the performance of the Premises or to furnish any services to the Premises, such obligation shall not pass to Sublandlord by reason of this Sublease and shall remain with the Master Landlord. Subject to the first sentence of this Section 13.5, with respect to the relationship between the Sublandlord and the Subtenant, the terms, covenants and conditions of this Sublease shall control with respect to any conflict or inconsistency between the terms, covenants and conditions contained herein and the terms, covenants and conditions of the Master Lease. Notwithstanding the foregoing, the following sections of the Master Lease are hereby excluded from application to or incorporation within this Sublease: The provision for automatic renewal in Clause II. Subtenant shall NOT have the right to automatically renew this Sublease pursuant to the provisions set forth in Clause II of the Master Leaseobligations.

Incorporation of Master Lease. Notwithstanding any other provision of this Sublease to Insofar as the contrary, this Sublease and Subtenant's rights under this Sublease shall at all times be subject to all of the terms, covenants, and conditions provisions of the Master Lease do not conflict with specific provisions of this Sublease, such provisions (a copy of which agreement, except for the Excluded Provisions listed in Paragraph 3 below) are incorporated by this reference into this Sublease as currently in effect, Subtenant hereby represents that it has received), with the same force and effect fully as if fully set forth completely restated herein, and except as otherwise expressly provided for herein, Subtenant shall keep, observe and perform or cause to be kept, observed and performed, faithfully all those terms, covenants and conditions of Sublandlord as tenant under the Master Lease with respect . Subject to the Premises. Except as otherwise provided herebypreceding sentence, Sublessee shall be bound by all the terms, conditions, rights and responsibilities provisions of the Master Lease are incorporated herein by reference, pertaining to the Subleased Premises and Sublandlord shall have perform all of the rights obligations and responsibilities with respect that Sublessor is obligated to the Subtenantthat the Master Landlord has with respect to Sublandlord perform pursuant to the Master Lease, Lease from and Subtenantshall have after the rights and responsibilities with respect to Sublandlordthat Sublandlordhas with respect Sublease Commencement Date pertaining to the Master Landlord pursuant to the Master Lease. However, to the extent that the Master Lease requires or obligates Master Landlord to maintain, repair, restore, or otherwise expend any money or take any action to preserve and maintain all or any portion of the Premises or to furnish any services to the Subleased Premises, such obligation shall not pass to Sublandlord by reason of this Sublease and shall remain with the Master Landlord. Subject to the first sentence of this Section 13.52.2 and except as may be otherwise provided in this Section 2.2, with respect to Sublessor shall be bound by all the relationship between the Sublandlord and the Subtenant, the terms, covenants and conditions of this Sublease shall control with respect to any conflict or inconsistency between the terms, covenants and conditions contained herein and the terms, covenants and conditions of the Master Lease. Notwithstanding the foregoing, the following sections provisions of the Master Lease are hereby excluded from application pertaining to the Subleased Premises and shall perform, or incorporation within this Sublease: The provision for automatic renewal in Clause II. Subtenant shall NOT have cause Master Lessor to perform, all of the right obligations and responsibilities that Master Lessor is obligated to automatically renew this Sublease perform pursuant to the provisions set forth Master Lease pertaining to the Subleased Premises from and after the Sublease Commencement Date. For purposes of this Sublease, wherever in Clause II the Master Lease the word "Landlord" is used, it shall mean Sublessor, wherever in the Master Lease the word "Tenant" is used, it shall mean Sublessee, and wherever in the Master Lease the words "Premises" or similar words are used, they shall mean the Subleased Premises; provided, however, that the word "Landlord" in the Master Lease shall refer to Master Lessor for purposes of Articles VII, XIV and XX only, and shall refer to both Master Lessor and Sublessor in Section 16.1 and Article XVII (subject to Section 10.2 of this Sublease with respect to Sublessor only). Notwithstanding anything to the contrary contained herein, if Sublessor is obligated hereunder to perform or to cause Master Lessor to act or perform under the Master Lease, any delay or failure by Master Lessor to so act or perform shall not be a Force Majeure Event hereunder All terms used herein with initial capital letters that are not specifically defined herein shall have the same meanings attributed to those terms in the Master Lease, provided that the same are not in conflict with the terms and provisions of this Sublease.

Incorporation of Master Lease. Notwithstanding any other provision (a) All of the terms and provisions of the Master Lease, except as provided in subsection (b) below, are incorporated into and made a part of this Sublease Sublease, and the rights and obligations of the parties under the Master Lease are hereby imposed upon the parties hereto with respect to the contrarySublease Premises, this Sublease and Subtenant's rights under this Sublease shall at all times be subject to all of the termsSublandlord being substituted for the Landlord in the Master Lease, covenantsthe Subtenant being substituted for the Tenant in the Master Lease provided, and conditions however, that the term “Landlord” in the following sections of the Master Lease (a copy of which agreementi) shall mean Master Landlord, as currently not Sublandlord: 13, 16.1, 18, 21.2, 32 and 35, and (ii) shall mean both Master Landlord and Sublandlord: 14.1, 15, 16.2, 17, and 39 (except Section 39.8). It is further understood that where reference is made in effect, Subtenant hereby represents that it has received), with the Master Lease to the “Premises,” the same force shall mean the Sublease Premises as defined herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; and effect as if fully set forth herein, and except as otherwise expressly provided for herein, Subtenant where reference is made to the “Lease,” the same shall keep, observe and perform or cause mean this Sublease. The parties specifically agree that any provisions relating to be kept, observed and performed, faithfully all those terms, covenants and conditions any construction obligations of Sublandlord as tenant “Landlord” under the Master Lease with respect to construction that occurred or was to have occurred prior to the PremisesCommencement Date hereof, are hereby deleted. Except as otherwise provided herebySublandlord 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 use its commercially reasonable efforts to cause Master Landlord to perform its obligations under the terms, conditions, rights and responsibilities of Master Lease. Anything in the Master Lease are incorporated herein by reference, and Sublandlord shall have the rights and responsibilities with respect to the Subtenantthat contrary notwithstanding, the Master Landlord has with respect liability of Sublandlord for its obligations under this Sublease is limited solely to Sublandlord pursuant to Sublandlord’s interest in the Master Lease, and Subtenantshall have the rights and responsibilities with respect to Sublandlordthat Sublandlordhas with respect to the Master Landlord pursuant to the Master Lease. Howeverno personal liability shall at any time be asserted or enforceable against any other assets of Sublandlord or against Sublandlord’s stockholders, to the extent that the Master Lease requires directors, officers or obligates Master Landlord to maintain, repair, restore, partners on account of any of Sublandlord’s obligations or otherwise expend any money or take any action to preserve and maintain all or any portion of the Premises or to furnish any services to the Premises, such obligation shall not pass to Sublandlord by reason of this Sublease and shall remain with the Master Landlord. Subject to the first sentence of this Section 13.5, with respect to the relationship between the Sublandlord and the Subtenant, the terms, covenants and conditions of this Sublease shall control with respect to any conflict or inconsistency between the terms, covenants and conditions contained herein and the terms, covenants and conditions of the Master Lease. Notwithstanding the foregoing, the following sections of the Master Lease are hereby excluded from application to or incorporation within actions under this Sublease: The provision for automatic renewal in Clause II. Subtenant shall NOT have the right to automatically renew this Sublease pursuant to the provisions set forth in Clause II of the Master Lease.

Incorporation of Master Lease. Notwithstanding any other provision of this Sublease To the extent applicable to the contrary----------------------------- Sublease Premises, this Sublease and Subtenant's rights under this Sublease shall at all times be subject to all of the terms, covenants, and conditions of the Master Lease (a copy of which agreement, as currently is incorporated into this Sublease in effect, Subtenant hereby represents that it has received), with the same force and effect its entirety as if fully set forth herein, except that the following provisions thereto are expressly excluded in their entirety from the Sublease: (i) Section 31 of, and except Exhibit B to, the Original Lease; (ii) Sections 20, 21, 22, 23 and 24 of the First Addendum; (iii) Section 22 of, and Exhibit B to, the Third Addendum; (iv) Section 22 of, and Exhibit B to, the Fourth Addendum; (v) Section 22 of the Fifth Addendum; and (vi) Section 22 of the Sixth Addendum. If any provision of this Sublease expressly conflicts with any provision of the Master Lease as otherwise expressly provided for incorporated herein, Subtenant the terms of this Sublease shall keep, observe govern. Sublessee shall assume and perform or cause to be kept, observed for the benefit of Sublessor and performed, faithfully all those terms, covenants and conditions of Sublandlord as tenant Master Landlord the Tenant's obligations under the Master Lease with respect to the Premises. Except as otherwise provided hereby, the terms, conditions, rights and responsibilities of the Master Lease are provisions incorporated herein by reference, and Sublandlord shall have the rights and responsibilities with respect to the Subtenantthat the Master Landlord has with respect to Sublandlord pursuant to the Master Lease, and Subtenantshall have the rights and responsibilities with respect to Sublandlordthat Sublandlordhas with respect to the Master Landlord pursuant to the Master Lease. However, to the extent that the provisions are applicable to the Sublease Premises. Whenever the Master Lease requires the approval or obligates consent of Master Landlord Landlord, Sublessee shall be required to maintain, repair, restore, obtain the approval or otherwise expend any money or take any action to preserve consent of both Sublessor and maintain all or any portion of the Premises or to furnish any services to the Premises, such obligation shall not pass to Sublandlord by reason of this Sublease and shall remain with the Master Landlord. Subject Whenever the Master Lease requires Tenant to submit, exhibit to, supply or provide Master Landlord with evidence, certificates, or any other matter or thing, Sublessee shall submit, exhibit to, supply or provide, as the first sentence of this Section 13.5, with respect to the relationship between the Sublandlord and the Subtenantcase may be, the termssame to both Master Landlord and Sublessor. In any such instance, covenants Sublessor shall reasonably determine if such evidence, certificate or other matter or thing shall be satisfactory; provided, that Sublessor agrees that it shall not unreasonably withhold consent to any item which is consented to by Master Landlord. Sublessee acknowledges that it has reviewed the Master Lease and is familiar with the terms and conditions thereof. Sublessee shall not do or permit to be done anything which would constitute a violation or breach of this Sublease shall control with respect to any conflict of the terms or inconsistency between the terms, covenants and conditions contained herein and the terms, covenants and conditions of the Master Lease. Notwithstanding the foregoing, the following sections of or which would cause the Master Lease are hereby excluded from application to be terminated or incorporation within this Sublease: The provision for automatic renewal in Clause II. Subtenant shall NOT have the right to automatically renew this Sublease pursuant to the provisions set forth in Clause II of the Master Leaseforfeited.

Incorporation of Master Lease. Except as otherwise provided under this Sublease, and except for the following sections or provisions of the Master Lease: Summary of Basic Lease Information; Articles 1,2,3 and 4; Sections 7.1, 7.2, 8.6, 10.3.2(ii) and (iii); Article 21; Sections 29.13 (first sentence), 29.24, 29.28, 29.29, and 29.33; and Exhibit B, which sections and provisions are all expressly excluded from this Sublease and not incorporated herein by reference, all the terms and conditions contained in the Master Lease are hereby incorporated as terms and conditions of this Sublease (with each reference in the Master Lease to "Landlord", “Tenant", and “Premises” to be deemed to refer to Sublessor, Sublessee and Sublease Premises, respectively, hereunder and all references to the term "Lease" to be deemed to refer to this Sublease), and along with all of the provisions set forth herein, shall be the complete terms and conditions of this Sublease. Except as otherwise provided in this Sublease, Sublessee agrees to perform all obligations of Sublessor, as Tenant under the Master Lease which accrue on or after the Commencement Date with respect to the Sublease Premises to the extent the provisions of the Master Lease imposing such obligations are incorporated herein by reference. So long as Sublessee is not in default in the performance of its obligations hereunder (after expiration of all applicable notice and cure periods), Sublessor shall perform or cause to be performed in a timely and proper fashion all of its obligations as Tenant under the Master Lease, except for obligations which have been delegated to Sublessee hereunder, and shall use Sublessor's diligent good faith efforts to cause Master Landlord to perform its obligations under the Master Lease for the benefit of Sublessee. Notwithstanding the foregoing, Sublessor shall not be responsible for the performance or the furnishing of any maintenance, repair, replacement or other obligations or services regarding the Building, the Sublease Premises, or the Common Area (as defined in the Master Lease) which are required to be performed or provided by Master Landlord under the Master Lease (including, without limitation, Master Landlord's maintenance and repair responsibilities and the obligation to maintain property insurance pursuant to the Master Lease) and Sublessee agrees to look solely to Master Landlord for the performance of such obligations or services. Provided that Sublessor has performed all obligations required of Sublessor as Tenant under the Master Lease (except to the extent such obligations have been delegated to Sublessee in this Sublease), Sublessor shall have no liability to Sublessee for any failure by Master Landlord to perform its obligations under the Master Lease, nor shall such failure by Master Landlord excuse performance by Sublessee of its obligations under this Sublease. In the event of any conflict between any term of the Master Lease incorporated into this Sublease and any other provision of this Sublease to the contrary, this Sublease and Subtenant's rights under this Sublease shall at all times be subject to all of the terms, covenants, and conditions of the Master Lease (a copy of which agreement, as currently in effect, Subtenant hereby represents that it has received), with the same force and effect as if fully set forth herein, and except as otherwise expressly provided for herein, Subtenant shall keep, observe and perform or cause to be kept, observed and performed, faithfully all those terms, covenants and conditions of Sublandlord as tenant under the Master Lease with respect to the Premises. Except as otherwise provided herebySublease, the terms, conditions, rights and responsibilities of the Master Lease are incorporated herein by reference, and Sublandlord latter shall have the rights and responsibilities with respect to the Subtenantthat the Master Landlord has with respect to Sublandlord pursuant to the Master Lease, and Subtenantshall have the rights and responsibilities with respect to Sublandlordthat Sublandlordhas with respect to the Master Landlord pursuant to the Master Lease. However, to the extent that the Master Lease requires or obligates Master Landlord to maintain, repair, restore, or otherwise expend any money or take any action to preserve and maintain all or any portion of the Premises or to furnish any services to the Premises, such obligation shall not pass to Sublandlord by reason of this Sublease and shall remain with the Master Landlord. Subject to the first sentence of this Section 13.5, with respect to the relationship between the Sublandlord and the Subtenant, the terms, covenants and conditions of this Sublease shall control with respect to any conflict or inconsistency between the terms, covenants and conditions contained herein and the terms, covenants and conditions of the Master Lease. Notwithstanding the foregoing, the following sections of the Master Lease are hereby excluded from application to or incorporation within this Sublease: The provision for automatic renewal in Clause II. Subtenant shall NOT have the right to automatically renew this Sublease pursuant to the provisions set forth in Clause II of the Master Leasecontrol.

Incorporation of Master Lease. Notwithstanding any other provision of this Sublease to the contrary, this Sublease and Subtenant's ’s rights under this Sublease shall at all times be subject to all of the terms, covenants, and conditions of the Master Lease (a copy of which agreement, as currently in effect, Subtenant hereby represents that it has received), with the same force and effect as if fully set forth herein, and except as otherwise expressly provided for herein, Subtenant shall keep, observe and perform or cause to be kept, observed and performed, faithfully all those terms, covenants and conditions of Sublandlord as tenant under the Master Lease with respect to the Subdemised Premises. Except as otherwise provided hereby, the terms, conditions, rights and responsibilities of the Master Lease are incorporated herein by reference, and Sublandlord shall have the rights and responsibilities with respect to the Subtenantthat Subtenant that the Master Landlord has with respect to Sublandlord pursuant to the Master Lease, and Subtenantshall Subtenant shall have the rights and responsibilities with respect to Sublandlordthat Sublandlordhas Sublandlord that Sublandlord has with respect to the Master Landlord pursuant to the Master Lease. However, to the extent that the Master Lease requires or obligates Master Landlord to maintain, repair, restore, or otherwise expend any money or take any action to preserve and maintain all or any portion of the Subdemised Premises or to furnish any services to the Subdemised Premises, such obligation shall not pass to Sublandlord by reason of this Sublease and shall remain with the Master Landlord. Subject to the first sentence of this Section 13.5, with respect to the relationship between the Sublandlord and the Subtenant, the terms, covenants and conditions of this Sublease shall control with respect to any conflict or inconsistency between the terms, covenants and conditions contained herein and the terms, covenants and conditions of the Master Lease. Notwithstanding the foregoing, the following sections of the Master Lease are hereby excluded from application to or incorporation within this Sublease: The provision for automatic renewal in Clause II. Subtenant shall NOT have Sections 1.9-1.10, 2.2-2.3, 3, 4.1-4.5, 4.7, 5.9, 6.3, 6.12, 7.1, 7.5, 9.6, 11.6, 14, 15.2, 15.6 and 15.23-15.26; Exhibits C and H-O; First Amendment Sections 3-7, 9, 11, and 13; and the right to automatically renew this Sublease pursuant to the provisions set forth in Clause II of the Master LeaseSecond Amendment.

Incorporation of Master Lease. Notwithstanding any other provision of this Sublease to the contrary, this Sublease and Subtenant's rights under this Sublease shall at all times be subject to all of the terms, covenants, and conditions of the Master Lease (a copy of which agreement, as currently in effect, Subtenant hereby represents that it has received), with the same force and effect as if fully set forth herein, and except as otherwise expressly provided for herein, Subtenant shall keep, observe and perform or cause to be kept, observed and performed, faithfully all those terms, covenants and conditions of Sublandlord as tenant under the Master Lease with respect to the Subleased Premises. Except as otherwise provided hereby, the terms, conditions, rights and responsibilities of the Master Lease are incorporated herein by reference, and Sublandlord shall have the rights and responsibilities with respect to the Subtenantthat the Master Landlord has with respect to Sublandlord pursuant to the Master Lease, and Subtenantshall have the rights and responsibilities with respect to Sublandlordthat Sublandlordhas with respect to the Master Landlord pursuant to the Master Lease. However, to the extent that the Master Lease requires or obligates Master Landlord to maintain, repair, restore, or otherwise expend any money or take any action to preserve and maintain all or any portion of the Subleased Premises or to furnish any services to the Subleased Premises, such obligation shall not pass to Sublandlord by reason of this Sublease and shall remain with the Master Landlord. Subject to the first sentence of this Section 13.5, with respect to the relationship between the Sublandlord and the Subtenant, the terms, covenants and conditions of this Sublease shall control with respect to any conflict or inconsistency between the terms, covenants and conditions contained herein and the terms, covenants and conditions of the Master Lease. Notwithstanding the foregoing, the following sections of the Master Lease are hereby excluded from application to or incorporation within this Sublease: The provision for automatic renewal in Clause II. Subtenant shall NOT have the right to automatically renew this Sublease pursuant to the provisions set forth in Clause II of the Master Lease.