Common use of Incorporation of Master Lease Clause in Contracts

Incorporation of Master Lease. (a) Subject to and in accordance with the exceptions, qualifications and modifications set forth below and elsewhere in this Sublease, all the provisions of the Master Lease, as set forth in Exhibit D hereto, are hereby incorporated by reference and made a part of this Sublease, and to the extent that such provisions impose obligations or duties on Sublessor as tenant under the Master Lease and are incorporated by reference into the terms of this Sublease, Sublessee does hereby expressly assume and agree with Sublessor to perform and to comply with such obligations and duties of Sublessor as tenant thereunder, as the same accrue on and after the Commencement Date, subject to the provisions of Sections 3.3 and 3.4 above. In the event of any conflict between any provision of the Master Lease incorporated herein and a provision contained in this Sublease, the provision contained in this Sublease shall prevail. (b) Except as otherwise expressly provided herein and except for those provisions that are not incorporated into this Sublease, the term “Landlord” (and similar terms) as used in the Master Lease shall mean “Sublessor” hereunder; the term “Tenant” (and similar terms) as used in the Master Lease shall mean “Sublessee” hereunder; the term “Premises” (and similar terms) as used in the Master Lease shall mean “Subleased Premises” hereunder; and the term “Lease” as used in the Master Lease shall mean this “Sublease”. (c) Sublessor shall have no obligation to operate or maintain (i) the Building or any other premises covered by the Master Lease, (ii) any common areas in the Building or any other premises covered by the Master Lease, or (iii) provide any Building services or utilities. With respect to all services to be performed or provided by Master Lessor under the Master Lease, Sublessor’s sole obligation shall be to exercise commercially reasonable efforts (without litigation or the threat thereof) to require Master Lessor to comply with its obligations to perform or provide such services under the Master Lease, including promptly notifying Master Lessor of its nonperformance if so requested by Sublessee in writing. (d) Notwithstanding anything to the contrary contained herein, in no event shall Sublessor be deemed to be in default under this Sublease or liable to Sublessee for any failure of Master Lessor to perform its obligations under the Master Lease. Wherever the Master Lease requires the consent of the landlord be obtained, both Master Lessor’s consent and Sublessor’s consent shall be required and the standard for such consent by Sublessor shall be a consent not unreasonably withheld or delayed. For the avoidance of doubt, Sublessee shall be required to obtain both Sublessor’s and Master Lessor’s consent for (i) any assignment or sub-subletting of the Subleased Premises (provided that Sublessor’s consent shall not be required for assignments to entities controlled by or under common control with Sublessee if Sublessee is not released from its obligations under this Sublease), or (ii) any Alterations to the Subleased Premises or any portion thereof, in accordance with the provisions of the Master Lease, as incorporated be referenced herein, but subject to the terms and conditions contained in Section 4.2 above.

Incorporation of Master Lease. (a) Subject Notwithstanding any other provision of this Sublease to the contrary, this Sublease and in accordance with Subtenant's rights under this Sublease shall at all times be subject to all of the exceptionsterms, qualifications covenants, and modifications set forth below and elsewhere in this Sublease, all the provisions conditions of the Master LeaseLease (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 in Exhibit D hereto, are hereby incorporated by reference and made a part of this Subleaseherein, and except as otherwise expressly provided for herein, Subtenant shall keep, observe and perform or cause to the extent that such provisions impose obligations or duties on Sublessor be kept, observed and performed, faithfully all those terms, covenants and conditions of Sublandlord as tenant under the Master Lease and are incorporated by reference into the terms of this Sublease, Sublessee does hereby expressly assume and agree with Sublessor to perform and to comply with such obligations and duties of Sublessor as tenant thereunder, as the same accrue on and after the Commencement Date, subject respect to the provisions of Sections 3.3 Premises. Except as otherwise provided hereby, the terms, conditions, rights and 3.4 above. In the event of any conflict between any provision responsibilities of the Master Lease are incorporated herein by reference, and a provision contained in this Sublease, Sublandlord shall have the provision contained in this Sublease shall prevail. (b) Except as otherwise expressly provided herein rights and except for those provisions that are not incorporated into this Sublease, responsibilities with respect to the term “Landlord” (and similar terms) as used in Subtenantthat the Master Lease shall mean “Sublessor” hereunder; the term “Tenant” (and similar terms) as used in the Master Lease shall mean “Sublessee” hereunder; the term “Premises” (and similar terms) as used in the Master Lease shall mean “Subleased Premises” hereunder; and the term “Lease” as used in the Master Lease shall mean this “Sublease”. (c) Sublessor shall have no obligation Landlord has with respect to operate or maintain (i) the Building or any other premises covered by Sublandlord pursuant to the Master Lease, (ii) any common areas in and Subtenantshall have the Building or any other premises covered by rights and responsibilities with respect to Sublandlordthat Sublandlordhas with respect to the Master Lease, or (iii) provide any Building services or utilities. With respect Landlord pursuant to all services to be performed or provided by Master Lessor under the Master Lease, Sublessor’s sole obligation shall be to exercise commercially reasonable efforts (without litigation or the threat thereof) to require Master Lessor to comply with its obligations to perform or provide such services under the Master Lease, including promptly notifying Master Lessor of its nonperformance if so requested by Sublessee in writing. (d) Notwithstanding anything to the contrary contained herein, in no event shall Sublessor be deemed to be in default under this Sublease or liable to Sublessee for any failure of Master Lessor to perform its obligations under the Master Lease. Wherever However, to the extent that the Master Lease requires the consent of the landlord be obtainedor obligates Master Landlord to maintain, both Master Lessor’s consent and Sublessor’s consent shall be required and the standard for such consent by Sublessor shall be a consent not unreasonably withheld or delayed. For the avoidance of doubtrepair, Sublessee shall be required to obtain both Sublessor’s and Master Lessor’s consent for (i) any assignment or sub-subletting of the Subleased Premises (provided that Sublessor’s consent shall not be required for assignments to entities controlled by or under common control with Sublessee if Sublessee is not released from its obligations under this Sublease)restore, or (ii) otherwise expend any Alterations money or take any action to the Subleased Premises preserve and maintain all or any portion thereofof the Premises or to furnish any services to the Premises, in accordance such obligation shall not pass to Sublandlord by reason of this Sublease and shall remain with the provisions 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, as incorporated be referenced herein, but subject 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 terms and conditions contained provisions set forth in Section 4.2 aboveClause II of the Master Lease.

Incorporation of Master Lease. (a) Subject The terms, covenants and conditions of the Master Lease are hereby incorporated into this Sublease as they apply to the 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 accordance with which event the exceptionsterms of this Sublease shall control over the Master Lease. Therefore, qualifications and modifications set forth below and elsewhere for the purposes of incorporation in this Sublease, all the provisions of (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”, as set forth in Exhibit D hereto“Premises”, “Rent” or “Term” are hereby incorporated by reference and made a part of 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 extent that such provisions impose obligations or duties on Sublessor as tenant under the Master Lease and are incorporated by reference into unless the terms of this Subleaseapplicable notice, Sublessee does hereby expressly assume and agree with Sublessor to perform and to comply with such obligations and duties of Sublessor as tenant thereunder, as the same accrue on and after the Commencement Date, subject to the provisions of Sections 3.3 and 3.4 above. In the event of any conflict between any provision of grace or cure period under the Master Lease incorporated herein and a is five (5) days or less, in which case such period shall not be shortened. Any non-liability, release, indemnity or hold harmless provision contained in this Sublease, the provision contained in this Sublease shall prevail. (b) Except as otherwise expressly provided herein and except for those provisions that are not incorporated into this Sublease, the term “Landlord” (and similar terms) as used in the Master Lease for the benefit of Landlord or Tenant that is incorporated herein by reference shall mean “Sublessor” hereunder; be deemed to inure to the term “Tenant” (benefit of Sublandlord and similar terms) as used 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 shall mean “Sublessee” hereunder; the term “Premises” (and similar terms) as used in of access or inspection, any right of Landlord under the Master Lease shall mean “Subleased Premises” hereunder; to do work in the Premises and the term “Lease” as used in any right of Landlord under the Master Lease in respect of rules and regulations, which is incorporated herein by reference, shall mean this “Sublease”. (c) Sublessor shall have no obligation to operate or maintain (i) the Building or any other premises covered by the Master Lease, (ii) any common areas in the Building or any other premises covered by the Master Lease, or (iii) provide any Building services or utilities. With respect to all services to be performed or provided by Master Lessor under the Master Lease, Sublessor’s sole obligation shall be to exercise commercially reasonable efforts (without litigation or the threat thereof) to require Master Lessor to comply with its obligations to perform or provide such services under the Master Lease, including promptly notifying Master Lessor of its nonperformance if so requested by Sublessee in writing. (d) Notwithstanding anything to the contrary contained herein, in no event shall Sublessor 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 default under this Sublease or liable to Sublessee for any failure of Master Lessor to perform its obligations under the Master Lease. Wherever the Master Lease requires the consent of the landlord be obtained, both Master Lessor’s consent and Sublessor’s consent shall be required and the standard for such consent by Sublessor shall be a consent not unreasonably withheld or delayed. For the avoidance of doubt, Sublessee shall be required to obtain both Sublessor’s and Master Lessor’s consent for (i) any assignment or sub-subletting of the Subleased Premises (provided that Sublessor’s consent shall not be required for assignments to entities controlled by or under common control with Sublessee if Sublessee is not released from its obligations under this Sublease), or (ii) any Alterations to the Subleased Premises or any portion thereof, in accordance with the provisions of the Master Lease, as incorporated be referenced herein, but subject to the terms and conditions contained in Section 4.2 above.

Incorporation of Master Lease. (a) Subject to and in accordance Insofar as the provisions of the Master Lease do not conflict with the exceptions, qualifications and modifications set forth below and elsewhere in specific provisions of this Sublease, such provisions (except for the Excluded Provisions listed in Paragraph 3 below) are incorporated by this reference into this Sublease as fully as if completely restated herein. Subject to the preceding sentence, Sublessee shall be bound by all the provisions of the Master LeaseLease pertaining to the Subleased Premises and shall perform all of the obligations and responsibilities that Sublessor is obligated to perform pursuant to the Master Lease from and after the Sublease Commencement Date pertaining to the Subleased Premises. Subject to the first sentence of this Section 2.2 and except as may be otherwise provided in this Section 2.2, as set forth in Exhibit D heretoSublessor shall be bound by all the provisions of the Master Lease pertaining to the Subleased Premises and shall perform, are hereby incorporated by reference or shall cause Master Lessor to perform, all of the obligations and made a part responsibilities that Master Lessor is obligated to perform pursuant to the Master Lease pertaining to the Subleased Premises from and after the Sublease Commencement Date. For purposes of this Sublease, and to the extent that such provisions impose obligations or duties on Sublessor as tenant under wherever in the Master Lease and are incorporated by reference into the terms of this Subleaseword "Landlord" is used, Sublessee does hereby expressly assume and agree with Sublessor to perform and to comply with such obligations and duties of Sublessor as tenant thereunderit shall mean Sublessor, as the same accrue on and after the Commencement Date, subject to the provisions of Sections 3.3 and 3.4 above. In the event of any conflict between any provision of wherever in the Master Lease incorporated herein the word "Tenant" is used, it shall mean Sublessee, and a provision contained wherever in this Subleasethe Master Lease the words "Premises" or similar words are used, they shall mean the provision contained in this Sublease shall prevail. (b) Except as otherwise expressly provided herein and except for those provisions Subleased Premises; provided, however, that are not incorporated into this Sublease, the term “word "Landlord” (and similar terms) as used " in the Master Lease shall mean “Sublessor” hereunder; the term “Tenant” 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 (and similar terms) as used in the Master Lease shall mean “Sublessee” hereunder; the term “Premises” (and similar terms) as used in the Master Lease shall mean “Subleased Premises” hereunder; and the term “Lease” as used in the Master Lease shall mean subject to Section 10.2 of this “Sublease”. (c) Sublessor shall have no obligation to operate or maintain (i) the Building or any other premises covered by the Master Lease, (ii) any common areas in the Building or any other premises covered by the Master Lease, or (iii) provide any Building services or utilities. With Sublease with respect to all services to be performed or provided by Master Lessor under the Master Lease, Sublessor’s sole obligation shall be to exercise commercially reasonable efforts (without litigation or the threat thereof) to require Master Lessor to comply with its obligations to perform or provide such services under the Master Lease, including promptly notifying Master Lessor of its nonperformance if so requested by Sublessee in writing. (d) Sublessor only). Notwithstanding anything to the contrary contained herein, in no event shall if Sublessor be deemed is obligated hereunder to be in default under this Sublease perform or liable to Sublessee for any failure of cause Master Lessor to act or perform its obligations under the Master Lease. Wherever the , any delay or failure by Master Lease requires the consent of the landlord be obtained, both Master Lessor’s consent and Sublessor’s consent shall be required and the standard for such consent by Sublessor shall be a consent not unreasonably withheld Lessor to so act or delayed. For the avoidance of doubt, Sublessee shall be required to obtain both Sublessor’s and Master Lessor’s consent for (i) any assignment or sub-subletting of the Subleased Premises (provided that Sublessor’s consent perform shall not be required for assignments 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 entities controlled by or under common control with Sublessee if Sublessee is not released from its obligations under this Sublease), or (ii) any Alterations to the Subleased Premises or any portion thereof, those terms in accordance with the provisions of the Master Lease, as incorporated be referenced herein, but subject to provided that the same are not in conflict with the terms and conditions contained in Section 4.2 aboveprovisions of this Sublease.

Incorporation of Master Lease. (a) Subject 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 accordance with which event the exceptionsterms of this Sublease shall control over the Master Lease. Therefore, qualifications and modifications set forth below and elsewhere for the purposes of incorporation in this Sublease, all the provisions of the Master Lease, as set forth (1) wherever in Exhibit D hereto, are hereby incorporated by reference and made a part of this Sublease, and to the extent that such provisions impose obligations or duties on Sublessor as tenant under the Master Lease and are incorporated by reference into the terms of this Subleaseword “Landlord” is used it shall be deemed to mean the Sublandlord herein, Sublessee does hereby expressly assume and agree with Sublessor to perform and to comply with such obligations and duties of Sublessor as tenant thereunder, as the same accrue on and after the Commencement Date, subject to the provisions of Sections 3.3 and 3.4 above. In the event of any conflict between any provision of (2) wherever in the Master Lease incorporated herein the word “Tenant” is used it shall be deemed to mean the Subtenant herein, and a provision contained (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 provision contained in this Sublease shall prevail. (b) Except as otherwise expressly provided herein and except for those provisions that are not incorporated into this SubleaseSubleased Premises, the term “Landlord” (Rent hereunder and similar terms) as used the Term hereunder, respectively. The time limits contained in the Master Lease shall mean “Sublessor” hereunder; for the term “Tenant” 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 (and similar terms1) as used day, so that in the Master Lease shall mean “Sublessee” hereunder; the term “Premises” (and similar terms) as used in the Master Lease shall mean “Subleased Premises” hereunder; and the term “Lease” as used in the Master Lease shall mean this “Sublease”. (c) Sublessor each instance Subtenant shall have no obligation one (1) day less time to operate observe or maintain (i) perform hereunder than Sublandlord has as the Building or any other premises covered by the Master Lease, (ii) any common areas in the Building or any other premises covered by the Master Lease, or (iii) provide any Building services or utilities. With respect to all services to be performed or provided by Master Lessor under the Master Lease, Sublessor’s sole obligation shall be to exercise commercially reasonable efforts (without litigation or the threat thereof) to require Master Lessor to comply with its obligations to perform or provide such services under the Master Lease, including promptly notifying Master Lessor of its nonperformance if so requested by Sublessee in writing. (d) Notwithstanding anything to the contrary contained herein, in no event shall Sublessor be deemed to be in default under this Sublease or liable to Sublessee for any failure of Master Lessor to perform its obligations tenant under the Master Lease. Wherever Any non-liability, release, indemnity or hold harmless provision in the Master Lease requires for the consent benefit of the landlord be obtained, both Master Lessor’s consent and Sublessor’s consent Landlord or Tenant that is incorporated herein by reference shall be required deemed to inure to the benefit of Sublandlord and Landlord, on the standard one hand, and Subtenant, on the other hand, and any other person intended to be benefitted by said provision, for such consent the purpose of incorporation by Sublessor 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 a consent not unreasonably withheld or delayed. For deemed to inure to the avoidance benefit of doubtSublandlord, Sublessee shall Landlord, and any other person intended to be required to obtain both Sublessor’s and Master Lessor’s consent benefitted by said provision, for (i) any assignment or sub-subletting the purpose of the Subleased Premises (provided that Sublessor’s consent shall not be required for assignments to entities controlled incorporation by or under common control with Sublessee if Sublessee is not released from its obligations under reference in this Sublease), or (ii) any Alterations to the Subleased Premises or any portion thereof, in accordance with the provisions of the Master Lease, as incorporated be referenced herein, but subject to the terms and conditions contained in Section 4.2 above.

Incorporation of Master Lease. (a) Subject to and in accordance with the exceptions, qualifications and modifications set forth below and elsewhere in this Sublease, all Insofar as the provisions of the Master LeaseLease do not conflict with specific provisions hereof, as set forth in Exhibit D hereto, they and each of them are hereby incorporated by this reference into this Sublease as fully as if completely restated herein. Tenant shall be bound to Landlord by all of the provisions of the Master Lease and made a part shall perform all of the obligations and responsibilities that Landlord by the Master Lease undertakes toward Master Landlord with respect to the Subleased Premises for the term of this Sublease, and except for any obligation to pay rent to Master Landlord as provided in the extent that such provisions impose Master Lease. Therefore, in construing these obligations or duties on Sublessor as tenant under of Tenant to Landlord, wherever in the Master Lease the word “Landlord” or “Lessor” is used, it shall mean Landlord and are incorporated by reference into the terms of this Sublease, Sublessee does hereby expressly assume and agree with Sublessor to perform and to comply with such obligations and duties of Sublessor as tenant thereunder, as the same accrue on and after the Commencement Date, subject to the provisions of Sections 3.3 and 3.4 above. In the event of any conflict between any provision of wherever in the Master Lease incorporated herein the word “Tenant” or “Lessee” is used, it shall mean Tenant and a provision contained wherever in this Subleasethe Master Lease the words “Leased Premises” or “Premises” or similar words are used, they shall mean the provision contained in this Sublease shall prevailSubleased Premises. (b) Except as otherwise expressly provided herein The foregoing notwithstanding, this Sublease does not create any rights in Master Landlord or any third parties, and except for those if there are any provisions that are not incorporated into this Sublease, the term “Landlord” (and similar terms) as used in the Master Lease shall mean “Sublessor” hereunder; that pertain to Landlord’s rights regarding: (1) any option or election, including any option to renew or extend the term “Tenant” thereof, or to expand the premises thereunder, or any preferential right or right of first refusal on any additional space; or (2) any exclusive uses in favor of Landlord; or (3) any sign rights (or rights regarding the name of the Building) in favor of Landlord; or (4) any tenant finish or other construction obligations; or (5) any monetary allowances for construction, rehabilitation or other purposes; or (6) any parking rights of Landlord (but Landlord shall cooperate with Tenant and similar terms) as used in the Master Lease shall mean “Sublessee” hereunder; the term “Premises” (and similar terms) as used in the Master Lease shall mean “Subleased Premises” hereunder; work with Tenant and the term “Lease” as used in operator of the Master Lease shall mean this “Sublease”. (c) Sublessor shall have no obligation to operate or maintain (i) the Building or any other premises covered by the Master Lease, (ii) any common areas garage in the Building or any other premises covered to assist Tenant in acquiring the minimum number of parking spaces required by Tenant in the Master Lease, or (iii) provide any Building services or utilities. With respect to all services to be performed or provided by Master Lessor under garage in the Master Lease, Sublessor’s sole obligation Building); then none of such provisions shall be to exercise commercially reasonable efforts (without litigation or the threat thereof) to require Master Lessor to comply with its obligations to perform or provide such services under the Master Lease, including promptly notifying Master Lessor of its nonperformance if so requested by Sublessee in writing. (d) Notwithstanding anything to the contrary contained herein, in no event shall Sublessor be deemed to be in default under this Sublease or liable to Sublessee for any failure of Master Lessor to perform its obligations under the Master Lease. Wherever the Master Lease requires the consent of the landlord be obtained, both Master Lessor’s consent incorporated herein and Sublessor’s consent shall be required and the standard for such consent by Sublessor shall be a consent not unreasonably withheld or delayed. For the avoidance of doubt, Sublessee shall be required to obtain both Sublessor’s and Master Lessor’s consent for (i) any assignment or sub-subletting of the Subleased Premises (provided that Sublessor’s consent Tenant shall not be required for assignments to entities controlled by have any rights or under common control with Sublessee if Sublessee is not released from its obligations under this Sublease), or (ii) any Alterations to the Subleased Premises or any portion thereof, in accordance with the provisions of the Master Lease, as incorporated be referenced herein, but subject to the terms and conditions contained in Section 4.2 abovebenefits thereunder.

Incorporation of Master Lease. (a) Subject to All of the terms and in accordance with the exceptions, qualifications and modifications set forth below and elsewhere in this Sublease, all the provisions of the Master Lease, except as set forth provided in Exhibit D heretosubsection (b) below, are hereby incorporated by reference into and made a part of this Sublease, and to the extent that such provisions impose rights and obligations or duties on Sublessor as tenant of the parties under the Master Lease and are incorporated by reference into hereby imposed upon the terms of this Sublease, Sublessee does hereby expressly assume and agree parties hereto with Sublessor to perform and to comply with such obligations and duties of Sublessor as tenant thereunder, as the same accrue on and after the Commencement Date, subject respect to the provisions of Sections 3.3 and 3.4 above. In Sublease Premises, the event of any conflict between any provision of Sublandlord being substituted for the Landlord in the Master Lease, the Subtenant being substituted for the Tenant in the Master Lease incorporated herein and a provision contained in this Subleaseprovided, the provision contained in this Sublease shall prevail. (b) Except as otherwise expressly provided herein and except for those provisions however, that are not incorporated into this Sublease, the term “Landlord” in the following sections of the Master Lease (i) shall mean Master Landlord, not Sublandlord: 13, 16.1, 18, 21.2, 32 and similar terms35, and (ii) as used 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 the Master Lease to the “Premises,” the same shall mean the Sublease Premises as defined herein; where reference is made to the “SublessorCommencement Date,” hereunderthe same shall mean the Commencement Date as defined herein; and where reference is made to the term “TenantLease,” (and similar terms) as used in the same shall mean this Sublease. The parties specifically agree that any provisions relating to any construction obligations of “Landlord” under the Master Lease shall mean “Sublessee” hereunder; the term “Premises” (and similar terms) as used in the Master Lease shall mean “Subleased Premises” hereunder; and the term “Lease” as used in the Master Lease shall mean this “Sublease”. (c) Sublessor shall have no obligation to operate or maintain (i) the Building or any other premises covered by the Master Lease, (ii) any common areas in the Building or any other premises covered by the Master Lease, or (iii) provide any Building services or utilities. With with respect to all services construction that occurred or was to have occurred prior to the Commencement Date hereof, are hereby deleted. Sublandlord shall not be performed or provided liable to Subtenant for any failure by Master Lessor Landlord to perform its obligations under the Master Lease, Sublessor’s sole obligation nor shall be to exercise such failure by Master Landlord excuse performance by Subtenant of its obligations hereunder; provided, however, that Sublandlord shall use its commercially reasonable efforts (without litigation or the threat thereof) to require cause Master Lessor to comply with its obligations to perform or provide such services under the Master Lease, including promptly notifying Master Lessor of its nonperformance if so requested by Sublessee in writing. (d) Notwithstanding anything to the contrary contained herein, in no event shall Sublessor be deemed to be in default under this Sublease or liable to Sublessee for any failure of Master Lessor Landlord to perform its obligations under the Master Lease. Wherever Anything in the Master Lease requires to the consent contrary notwithstanding, the liability of the landlord be obtained, both Master Lessor’s consent and Sublessor’s consent shall be required and the standard Sublandlord for such consent by Sublessor shall be a consent not unreasonably withheld or delayed. For the avoidance of doubt, Sublessee shall be required to obtain both Sublessor’s and Master Lessor’s consent for (i) any assignment or sub-subletting of the Subleased Premises (provided that Sublessor’s consent shall not be required for assignments to entities controlled by or under common control with Sublessee if Sublessee is not released from its obligations under this Sublease is limited solely to Sublandlord’s interest in the Master Lease, and no personal liability shall at any time be asserted or enforceable against any other assets of Sublandlord or against Sublandlord’s stockholders, directors, officers or partners on account of any of Sublandlord’s obligations or actions under this Sublease). (b) The following Paragraphs of the Master Lease are not incorporated herein: 1. 1, or 2 - 4, 5.1 - 5.3, 6, 7.3, 7.4, 9, 10.5, 11, 13.5, 14.2, 15.1, 22, 23, 33, 39.8, 40, and Exhibits A, B and C. (iic) any Alterations Subtenant hereby assumes and agrees to perform for Sublandlord’s benefit, during the term of this Sublease, all of Sublandlord’s obligations with respect to the Subleased Premises under the Master Lease, except as otherwise provided herein. Subtenant shall not commit or permit to be committed any portion thereof, in accordance with the provisions act or omission which violates any term or condition of the Master Lease, as incorporated be referenced . Notwithstanding anything to the contrary contained herein, but this Sublease shall be subject and subordinate to all of the terms of the Master Lease and conditions contained Master Landlord shall have all rights in Section 4.2 aboverespect of the Master Lease and the Premises as set forth therein.

Incorporation of Master Lease. (a) Subject to and in accordance with the exceptions, qualifications and modifications set forth below and elsewhere in this Sublease, all the provisions of the Master Lease, as set forth in Exhibit D hereto, are hereby incorporated by reference and made a part of this Sublease, and to the extent that such provisions impose obligations or duties on Sublessor as tenant under the Master Lease and are incorporated by reference into the terms of this Sublease, Sublessee does hereby expressly assume and agree with Sublessor to perform and to comply with such obligations and duties of Sublessor as tenant thereunder, as the same accrue on and after the Commencement Date, subject to the provisions of Sections 3.3 and 3.4 above. In the event of any conflict between any provision of the Master Lease incorporated herein and a provision contained in this Sublease, the provision contained in this Sublease shall prevail. (b) Except as otherwise expressly provided herein and except for those provisions that are not incorporated into this Sublease, the term “Landlord” (and similar terms) as used in the Master Lease shall mean “Sublessor” hereunder; the term “Tenant” (and similar terms) as used in the Master Lease shall mean “Sublessee” hereunder; the term “Premises” (and similar terms) as used in the Master Lease shall mean “Subleased Premises” hereunder; and the term “Lease” as used in the Master Lease shall mean this “Sublease”. (c) Sublessor shall have no obligation to operate or maintain (i) the Building or any other premises covered by the Master Lease, (ii) any common areas in the Building or any other premises covered by the Master Lease, or (iii) provide any Building services or utilities. With respect to all services to be performed or provided by Master Lessor under the Master Lease, Sublessor’s sole obligation shall be to exercise commercially reasonable efforts (without litigation or the threat thereof) to require Master Lessor to comply with its obligations to perform or provide such services under the Master Lease, including promptly notifying Master Lessor of its nonperformance if so requested by Sublessee in writing. (d) Notwithstanding anything to the contrary contained herein, in no event shall Sublessor be deemed to be in default under this Sublease or liable to Sublessee for any failure of Master Lessor to perform its obligations under the Master Lease. Wherever the Master Lease requires the consent of the landlord be obtained, both Master Lessor’s consent and Sublessor’s consent shall be required and the standard for such consent by Sublessor shall be a consent not unreasonably withheld or delayed. For the avoidance of doubt, Sublessee shall be required to obtain both Sublessor’s and Master Lessor’s consent for (i) any assignment or sub-subletting of the Subleased Premises (provided that Sublessor’s consent shall not be required for assignments to entities controlled by or under common control with Sublessee if Sublessee is not released from its obligations under this Sublease), or (ii) any Alterations to the Subleased Premises or any portion thereof, in accordance with the provisions of the Master Lease, as incorporated be referenced herein, but subject to the terms and conditions contained in Section 4.2 above.

Incorporation of Master Lease. (a) Subject to and in accordance with the exceptionsexclusions, qualifications limitations and modifications set forth below and elsewhere in this Sublease, all the terms, provisions, covenants and conditions of the Master Lease are incorporated in this Sublease by reference so that, except to the extent that they are excluded, limited or otherwise modified by the provisions of this Sublease for the purpose of incorporation by reference, each and every term, covenant and condition of the Master Lease binding on or inuring to the benefit of the landlord thereunder shall, in respect of this Sublease, bind or inure to the benefit of Sublandlord, and each and every term, covenant and condition of the Master Lease binding or inuring to the benefit of the tenant thereunder shall, in respect of this Sublease, bind or inure to the benefit of Subtenant, with the same force and effect as if such terms, covenants and conditions were completely set forth in this Sublease, and as if the words (i) “Landlord” and “Tenant,” or words of similar import, wherever the same appear in the Master Lease, were construed to mean, respectively, “Sublandlord” and “Subtenant” in this Sublease, (ii) “Premises,” wherever the same appears in the Master Lease were construed to mean “Premises” in this Sublease, (iii) “Lease,” or words of similar import, wherever the same appear in the Master Lease, were construed to mean this “Sublease,” and (iv) the words “Escalation Rent,” or words of similar import, wherever the same appear in the Master Lease, were construed to mean the Additional Rent payable under Section 3 of this Sublease. Subtenant represents that it has examined, read and is thoroughly familiar with the unredacted terms, covenants and conditions of the Master Lease, and Subtenant accepts those terms, covenants and conditions and obligations thereof that have been incorporated herein. (b) Subject to subsections (a) and (c) of this Section 6, the following sections of the Master Lease are not incorporated as a part of this Sublease and are expressly excluded herefrom: (i) any provision (w) that is inconsistent with another express provision contained in this Sublease, (x) that is inapplicable to the Premises (i.e., the 9th floor of the Master Leased Premises), (y) that relates to a period of time that is prior to or beyond the Sublease Term or (z) that is redacted from the copy of the Master Lease attached hereto; and (ii) The Reference Page (other than the terms “Permitted Use” and “Late Charge”), Sections 2.1, 2.2, 2.5, Article 3 (other than the payment obligations thereunder, subject to Section 3 above), Article 4 (other than the payment obligations thereunder, subject to Section 3 above), Section 6.5, Section 6.7, Article 10, Section 12.1(A) (other than the first two (2) sentences thereof), Section 12.5, Section 12.6, Article 13 (subject to Section 9 hereof), Article 14 (subject to Section 9 hereof), the penultimate sentence of Section 16.1(A), Sections 18.1(B), 28.1, 28.2 (provided that Sublandlord shall be required to use commercially reasonable efforts to cause Landlord to perform its obligations thereunder and Subtenant shall be obligated to pay for services utilized by Subtenant during Overtime Periods as set forth in such Section) and 28.3, Article 31, Article 35, Article 38, Sections 40.2, 40.10, and 40.19, Article 41, Article 42, Article 43, Article 44, Schedules X-0, X-0, X-0 and A-5, Schedule F, Schedule H, Schedule I, Schedule K, Schedule L, Schedule M and Schedule N. (c) The following limitations shall apply to the interpretation and enforcement of the incorporated terms, covenants and conditions of the Master Lease: (i) No provision of the Master Lease shall be deemed incorporated herein to the extent such provision is inconsistent with, conflicts with or cannot reasonably be interpreted together with any express provision of this Sublease. (ii) Except as otherwise provided herein (including the first sentence of Section 8 hereof), 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 (including the cure of any default), 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 two (2) business days, so that in each instance Subtenant shall have two (2) business days less time to observe or perform or cure hereunder than Sublandlord has as the tenant under the Master Lease. (iii) Any non-liability, release, indemnity or hold harmless provision, and any provisions pertaining to waiver of subrogation rights and or the naming of a party under an insurance policy, 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 and Landlord, for the purpose of incorporation by reference in this Sublease. (iv) Any obligation of Sublandlord that is contained in this Sublease by the incorporation by reference of the provisions of the Master Lease and not otherwise inconsistent with any express term of this Sublease shall be observed or performed by Sublandlord using commercially reasonable efforts to cause Landlord under the Master Lease to observe and/or perform the same upon notice from Subtenant. Subtenant shall not in any event have any rights in respect of the Premises greater than Sublandlord’s rights under the Master Lease, and notwithstanding any provision to the contrary, Sublandlord shall not be obligated to perform obligations that pertain to the Premises and common areas for which Landlord is obligated under the Master Lease or Subtenant is responsible under this Sublease, and are part of this Sublease by the incorporation by reference of provisions of the Master Lease, as set forth in Exhibit D heretoand Sublandlord shall have no liability to Subtenant for any such matter whatsoever, are hereby incorporated by reference and made a part except that Sublandlord shall be obligated to use commercially reasonable efforts, upon request of this SubleaseSubtenant, and to cause Landlord to observe and/or perform Landlord’s obligations under the Master Lease. Subject to the foregoing, Sublandlord grants to Subtenant, to the extent that such provisions impose obligations or duties on Sublessor as tenant under the Master Lease and are incorporated not expressly excluded by reference into the terms of this Sublease, Sublessee does the right to receive all of the services available to the Premises that are to be provided by Landlord under the Master Lease (including, without limitation, with respect to access to the Premises, cleaning services, and freight elevator and loading dock usage, Sublandlord acknowledging that Subtenant shall have no liability to Sublandlord for charges for services provided to the Premises except to the extent imposed on Sublandlord pursuant to the Master Lease and provided that the same are required to be paid by Subtenant hereunder). Subtenant hereby expressly assume and agree with Sublessor to perform and to comply with such obligations and duties of Sublessor as tenant thereunder, as the same accrue on and after the Commencement Date, subject to waives the provisions of Sections 3.3 any statute, ordinance or judicial decision, now or hereafter in effect, which would give Subtenant the right to make repairs at the expense of Sublandlord, or to claim any actual or constructive eviction by virtue of interruption in access or services to, or failure to make repairs in or to, the Premises or the Building. (v) With respect to any approval or consent required to be obtained from Landlord under the Master Lease, such approval or consent must be obtained from both Landlord and 3.4 aboveSublandlord (such consent not to be unreasonably withheld, conditioned or delayed by Sublandlord). In Any approval or consent required of Sublandlord conclusively shall be deemed reasonably withheld if approval or consent also is required of Landlord, and Landlord withholds Landlord’s approval or consent. (d) Subtenant shall fully perform all of the event Assumed Obligations and shall indemnify, defend, protect, and hold harmless Sublandlord from any and all liability, damages, liabilities, claims proceedings, actions, demands and costs (including reasonable attorneys’ fees) resulting, directly or indirectly, from Subtenant’s failure to perform the Assumed Obligations. (e) Without limiting the generality of any conflict between any provision the foregoing, for purposes of incorporating the terms, covenants and conditions of the Master Lease incorporated herein and a provision contained in this Sublease, the provision contained in this Sublease shall prevail. (b) Except as otherwise expressly provided herein and except for those provisions that are not incorporated into this Sublease, the term following provisions of the Master Lease are amended as follows: (i) Subtenant shall protect, defend, indemnify and hold Sublandlord harmless from and against all liability as Sublandlord may incur to Landlord as a consequence of Subtenant’s failure to timely surrender possession of the Premises in the condition required by this Sublease, unless and to the extent the same is due to the act or omission of Sublandlord or its agents or employees. (ii) Sublandlord shall only be required, after written request by Subtenant, to use commercially reasonable efforts to cause Landlord to perform any repairs or restoration or provide any services called for thereunder (including, without limitation, Landlord’s obligation to provide services pursuant to Article 28 of the Master Lease and Landlord’s obligation to make repairs pursuant to Article 7 of the Master Lease). For purposes of this Sublease (including Section 6, Section 8 and Section 10 hereof), “commercially reasonable efforts” shall not include the pursuit of legal action by Sublandlord against Landlord” . (iii) Under Article 27 of the Master Lease, Sublandlord’s notice address shall be as provided adjacent to Sublandlord’s signature below, or at such other address as Sublandlord may from time to time designate in writing to Subtenant; and similar termsSubtenant’s notice address shall be as provided adjacent to Subtenant’s signature below. Any notice required or permitted under this Sublease shall be deemed to have been delivered upon actual receipt or upon refusal of delivery. Notices under this Sublease shall be permitted to be transmitted by overnight courier service, in addition to the other methods permitted under the Master Lease. (iv) The rentable area of the Premises as used specified in Recital A above is only an approximation and no variation between the amount so stated and the actual rentable area of the Premises shall alter the obligations of Sublandlord and Subtenant under this Sublease. (v) All references in the Master Lease to any work to be performed by Landlord or Sublandlord for the initial delivery of the Premises to Subtenant shall mean be disregarded, as Subtenant has agreed to accept the Premises in the condition described in this Sublease. All references to the “SublessorPost-Commencement Work” hereunder; the term “Tenant” (and similar terms) as used in the Master Lease shall mean “Sublessee” hereunder; the term “Premises” (and similar terms) as used in the Master Lease shall mean “Subleased Premises” hereunder; and the term “Lease” as used in the Master Lease shall mean this “Sublease”are deemed to be deleted. (cvi) Sublessor shall have no obligation to operate Subtenant may not sublease all or maintain any portion of the Premises or assign its interest in the Sublease without the prior written consent of both (i) Sublandlord (which shall be granted or withheld in accordance with the Building or any other premises covered by standards for Landlord’s consent in the Master Lease, except that Sublandlord shall have no recapture right), and (ii) any common areas Landlord (which consent may be withheld in its sole discretion, except to the Building extent otherwise set forth in Landlord’s Consent). In determining whether or any other premises covered by not to grant consent, Subtenant shall provide (i) Sublandlord with such information regarding the Master Lease, proposed sublessee or (iii) provide any Building services or utilities. With assignee as Landlord is entitled to receive with respect to all services to be performed a proposed sublease or provided by Master Lessor assignment under the Master Lease, Sublessorand (ii) Landlord with such information as Landlord may require in its sole discretion (except to the extent otherwise set forth in Landlord’s sole obligation Consent). (f) Sublandlord covenants and agrees that (i) it will comply in all material respects with the terms of the Master Lease, except to the extent that such non-compliance is caused by the act or omission of Subtenant, (ii) it shall be not at any time during the Sublease Term, unless otherwise agreed to exercise commercially by Subtenant in its reasonable efforts (without litigation discretion, enter into any amendments, modifications or other agreements with Landlord relating to the threat thereof) to require Master Lessor to comply with Lease that would adversely affect Subtenant’s occupancy or use of the Premises or would increase its obligations or reduce its rights hereunder and (iii) it shall not at any time during the Sublease Term, unless otherwise agreed to perform or provide such services under by Subtenant in its sole and absolute discretion, agree to any early termination of the Master Lease, including promptly notifying Master Lessor the exercise of its nonperformance if so requested by Sublessee in writing. (d) Notwithstanding anything to the contrary contained herein, in no event shall Sublessor be deemed to be in default Sublandlord’s rights under this Sublease or liable to Sublessee for any failure of Master Lessor to perform its obligations under the Master LeaseSection 44.3. Wherever the Master Lease requires the consent of the landlord be obtained, both Master Lessor’s consent and Sublessor’s consent shall be required and the standard for such consent by Sublessor shall be a consent not unreasonably withheld or delayed. For the avoidance of doubt, Sublessee shall be required to obtain both Sublessor’s and Master Lessor’s consent for (i) any assignment or sub-subletting of the Subleased Premises (provided that Sublessor’s consent shall not be required for assignments to entities controlled by or under common control with Sublessee if Sublessee is not released from its obligations under this Sublease), or (ii) any Alterations to the Subleased Premises or any portion thereof, in accordance with the provisions of the Master Lease, as incorporated be referenced herein, but subject to if such termination would adversely affect Subtenant’s occupancy or use of the terms and conditions contained in Section 4.2 abovePremises or would increase its obligations or reduce its rights hereunder.

Incorporation of Master Lease. Except as otherwise provided herein, ----------------------------- and except for (ai) Subject the following paragraphs or provisions of the Master Lease: 1.a, b, c, e through i and n, 3, 4.a and b, the first sentence of Paragraph 5, 5.b, 6, the sixth (6th) paragraph of Paragraph 7.b commencing with the word "Notwithstanding", the phrase beginning with "that arises out of Lessor's sole" and ends with "passive" in the third (3rd) sentence in the third (3rd) paragraph of Paragraph 14 is hereby deleted and replaced with the following: "which Lessor is obligated to and indemnify Lessee in accordance with Addendum 5 of this Lease", the exceptionssecond (2nd) sentence of Paragraph 29 and 53, qualifications (ii) the following Addenda to the Master Lease: 1, 2, 3 and modifications 8 and (iii) Exhibit C to the Master Lease, which paragraphs 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 "Lessor" and "Lessee" to be deemed to refer to Sublessor and Sublessee, 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 below herein, shall be the complete terms and elsewhere conditions of this Sublease. Except as otherwise provided in this Sublease, Sublessee assumes and agrees to perform for the benefit of Master Lessor and Sublessor all obligations of Sublessor, as Lessee, under the Master Lease which accrue on or after the Commencement Date to the extent the provisions of the Master LeaseLease are incorporated herein by reference. Notwithstanding the foregoing, as set forth in Exhibit D heretoSublessor shall not be responsible for the performance or the furnishing of any maintenance, are hereby incorporated by reference and made a part of this Subleaserepair, and to the extent that such provisions impose replacement or other obligations or duties on Sublessor as tenant under services regarding the Master Lease and are incorporated by reference into the terms of this Sublease, Sublessee does hereby expressly assume and agree with Sublessor to perform and to comply with such obligations and duties of Sublessor as tenant thereunder, as the same accrue on and after the Commencement Date, subject to the provisions of Sections 3.3 and 3.4 above. In the event of any conflict between any provision of the Master Lease incorporated herein and a provision contained in this SubleaseBuilding, the provision contained in this Sublease shall prevail. (b) Except as otherwise expressly provided herein and except for those provisions that are not incorporated into this Sublease, the term “Landlord” (and similar terms) as used in the Master Lease shall mean “Sublessor” hereunder; the term “Tenant” (and similar terms) as used in the Master Lease shall mean “Sublessee” hereunder; the term “Premises” (and similar terms) as used in the Master Lease shall mean “Subleased Premises” hereunder; and the term “Lease” as used in the Master Lease shall mean this “Sublease”. (c) Sublessor shall have no obligation to operate or maintain (i) the Building or any other premises covered by the Master Lease, (ii) any common areas in the Building or any other premises covered by the Master Lease, or (iii) provide any Building services or utilities. With respect to all services the Common Areas which are required to be performed or provided by Master Lessor under the Master Lease (including Master Xxxxxx'x XXX related responsibilities as described in Paragraph 9 of the Master Lease, Sublessor’s sole obligation shall be ) and Sublessee agrees to exercise commercially reasonable efforts (without litigation or the threat thereof) look solely to require Master Lessor to comply with its for the performance of such obligations to perform or provide such services services. Provided that Sublessor has performed all obligations required of Sublessor as Lessee under the Master Lease, including promptly notifying Master Lessor of its nonperformance if so requested by Lease (except to the extent such obligations have been delegated to Sublessee in writing. (d) Notwithstanding anything to the contrary contained hereinthis Sublease), in Sublessor shall have no event shall Sublessor be deemed to be in default under this Sublease or liable liability to Sublessee for any failure of by Master Lessor to perform its obligations under the Master Lease. Wherever the , nor shall such failure by Master Lease requires the consent Lessor excuse performance by Sublessee of the landlord be obtained, both Master Lessor’s consent and Sublessor’s consent shall be required and the standard for such consent by Sublessor shall be a consent not unreasonably withheld or delayed. For the avoidance of doubt, Sublessee shall be required to obtain both Sublessor’s and Master Lessor’s consent for (i) any assignment or sub-subletting of the Subleased Premises (provided that Sublessor’s consent shall not be required for assignments to entities controlled by or under common control with Sublessee if Sublessee is not released from its obligations under this Sublease), or (ii) any Alterations to the Subleased Premises or any portion thereof, in accordance with the provisions . Paragraph 1. m of the Master Lease, as incorporated be referenced by reference herein, but subject to is modified so that the terms and conditions contained in Section 4.2 above.addresses of the parties for purposes of giving notice are as follows: Sublessor: Macromedia, Inc. 000 Xxxxxxxx Xxxxxx, Suite 310W San Francisco, CA 94103 Attention: Xx. Xxxxx Xxxxxx Sublessee: Inktomi Corporation 0000 Xxxxxxxx Xxx. ----------------------------- Berkely California ----------------------------- _____________________________ Attn: Xx. Xxxxxx Xxxxx ------------------------

Incorporation of Master Lease. (a) Subject The terms, conditions and ----------------------------- respective obligations of Sublandlord and Subtenant to each other under this Sublease shall be the terms and in accordance with conditions of the exceptions, qualifications and modifications set forth below and elsewhere in this Sublease, all the Master Lease except for those provisions of the Master Lease which are directly contradicted by this Sublease in which event the terms of the Sublease document shall control over the Master Lease. Therefore, as set forth in Exhibit D hereto, are hereby incorporated by reference and made a part for the purposes of this Sublease, and to the extent that such provisions impose obligations or duties on Sublessor as tenant under the Master Lease and are incorporated by reference into the terms of this Sublease, Sublessee does hereby expressly assume and agree with Sublessor to perform and to comply with such obligations and duties of Sublessor as tenant thereunder, as the same accrue on and after the Commencement Date, subject to the provisions of Sections 3.3 and 3.4 above. In the event of any conflict between any provision of the Master Lease incorporated herein and a provision contained in this Sublease, the provision contained in this Sublease shall prevail. (b) Except as otherwise expressly provided herein and except for those provisions that are not incorporated into this Sublease, the term “Landlord” (and similar terms) as used wherever in the Master Lease the word "Landlord" is used it shall be deemed to mean “Sublessor” hereunder; the term “Tenant” (Sublandlord herein and similar terms) as used wherever in the Master Lease the word "Tenant" is used it shall be deemed to mean “Sublessee” hereunder; the term “Premises” (and similar terms) as used Subtenant herein. The time limits contained in the Master Lease shall mean “Subleased Premises” hereunder; and for the term “Lease” as used 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 the Master Lease shall mean this “Sublease”. (c) Sublessor each instance by three days, so that in each instance Subtenant shall have no obligation three days less time to operate observe or maintain (i) perform hereunder than Sublandlord has as the Building or any other premises covered by the Master Lease, (ii) any common areas in the Building or any other premises covered by the Master Lease, or (iii) provide any Building services or utilities. With respect to all services to be performed or provided by Master Lessor under the Master Lease, Sublessor’s sole obligation shall be to exercise commercially reasonable efforts (without litigation or the threat thereof) to require Master Lessor to comply with its obligations to perform or provide such services under the Master Lease, including promptly notifying Master Lessor of its nonperformance if so requested by Sublessee in writing. (d) Notwithstanding anything to the contrary contained herein, in no event shall Sublessor be deemed to be in default under this Sublease or liable to Sublessee for any failure of Master Lessor to perform its obligations tenant under the Master Lease. Wherever The time limits contained in the Master Lease requires for the consent giving of notices, making of demands or performing of any act, condition or covenant on the landlord be obtained, both Master Lessor’s consent and Sublessor’s consent shall be required and the standard for such consent by Sublessor shall be a consent not unreasonably withheld or delayed. For the avoidance part of doubt, Sublessee shall be required to obtain both Sublessor’s and Master Lessor’s consent for (i) any assignment or sub-subletting of the Subleased Premises (provided that Sublessor’s consent shall not be required for assignments to entities controlled by or under common control with Sublessee if Sublessee is not released from its obligations under this Sublease)Landlord, or (ii) for the exercise by Landlord of any Alterations 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 the Subleased Premises observe or any portion thereof, in accordance with the provisions of perform hereunder than Landlord has under the Master Lease. Any non-liability, as release, indemnity or hold harmless provision in the Master Lease for the benefit of Landlord that is incorporated herein by reference, shall be referenced herein, but subject deemed to inure to the terms benefit of Sublandlord, Landlord, and conditions contained any other person intended to be benefited by said provision, for the purpose of incorporation by reference in Section 4.2 abovethis Sublease. Any right of Landlord under the Master Lease of access or inspection and any right of Landlord under the Master Lease 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 by reference in this Sublease.

Incorporation of Master Lease. a. Sublandlord represents and warrants to Subtenant that (ai) Subject 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 than the partial redactions), and (iii) to the best of Sublandlord’s knowledge, neither Sublandlord nor Landlord is in default thereunder and in accordance 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 exceptions, qualifications and modifications set forth below and elsewhere in Master Lease which provision is expressly excluded from this Sublease, all of the 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 part hereof with respect to the Subleased Premises only with the same force and effect as if set forth at length herein, except to the extent the same are modified or amended by this Sublease, it being understood and agreed that said provisions shall fix the obligations of the Subtenant with the same effect as if the Subtenant were the tenant named in the Master Lease. Except as otherwise provided herein, Subtenant agrees that Sublandlord shall have all of the rights and 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, as set forth in Exhibit D hereto, Lease which are hereby incorporated by reference and made a part the express provisions of this Sublease, and the express provisions of this Sublease shall prevail to the extent that such provisions impose obligations or duties on Sublessor as tenant Landlord’s rights under the Master Lease and are incorporated by reference into not affected. Notwithstanding the terms of this Subleaseforegoing, Sublessee does hereby expressly assume and agree with Sublessor to perform and to comply with such obligations and duties of Sublessor as tenant thereunder, as the same accrue on and after the Commencement Date, subject to the following provisions of Sections 3.3 and 3.4 above. In the event of any conflict between any provision of the Master Lease are excluded and not incorporated herein herein: Article VI; Sections 13.26, 13.27, 13.28 and a provision contained in this Sublease, the provision contained in this Sublease shall prevail13.29. (b) Except as otherwise expressly provided herein and except for those provisions that are b. Sublandlord shall not incorporated into this Sublease, amend or modify the term “Landlord” (and similar terms) as used in terms of the Master Lease shall mean “Sublessor” hereunder; in any manner during the term “Tenant” (and similar terms) as used in the Master Lease shall mean “Sublessee” hereunder; the term “Premises” (and similar terms) as used in the Master Lease shall mean “Subleased Premises” hereunder; and the term “Lease” as used in the Master Lease shall mean this “Sublease”. (c) Sublessor shall have no obligation to operate Sublease Term which decreases Subtenant’s rights or maintain (i) the Building or any other premises covered by the Master Lease, (ii) any common areas in the Building or any other premises covered by the Master Lease, or (iii) provide any Building services or utilities. With respect to all services to be performed or provided by Master Lessor under the Master Lease, Sublessor’s sole obligation shall be to exercise commercially reasonable efforts (without litigation or the threat thereof) to require Master Lessor to comply with its obligations to perform or provide such services under the Master Lease, including promptly notifying Master Lessor of its nonperformance if so requested by Sublessee in writing. (d) Notwithstanding anything to the contrary contained herein, in no event shall Sublessor be deemed to be in default benefits under this Sublease or liable increases Subtenant’s obligations, without Subtenant’s prior written consent. Sublandlord shall pay all rental due under the Master Lease on or before the date due and otherwise perform all obligations under the Master Lease that are not the obligations of Subtenant as occupant of the Subleased Premises under this Sublease. If Master Landlord shall default in the performance of its obligations under the Master Lease (including those rights accruing to Sublessee for any failure the benefit of the Subtenant and the Subleased Premises), Sublandlord shall use commercially reasonable efforts promptly and timely and in consultation with Subtenant to cause Master Lessor Landlord to perform its obligations under the Master LeaseLease and to enforce the terms thereof (“Enforcement”). Wherever Sublandlord shall not take any action or do or permit to be done on its behalf anything which (i) will result in a violation of or default under any of the terms, covenants, conditions, or provisions of the Master Lease requires the consent of the landlord be obtained, both Master Lessor’s consent and Sublessor’s consent shall be required and the standard for such consent by Sublessor shall be a consent not unreasonably withheld or delayed. For the avoidance of doubt, Sublessee shall be required any other instrument to obtain both Sublessor’s and Master Lessor’s consent for (i) any assignment or sub-subletting of the Subleased Premises (provided that Sublessor’s consent shall not be required for assignments to entities controlled by or under common control with Sublessee if Sublessee which this Sublease is not released from its obligations under this Sublease)subordinate, or (ii) will result in any Alterations additional cost or other liability to the Subleased Premises or any portion thereof, in accordance with the provisions of the Master Lease, as incorporated be referenced herein, but subject to the terms and conditions contained in Section 4.2 aboveSubtenant unless paid for by Sublandlord.

Incorporation of Master Lease. (a) Subject to and in accordance with the exceptionsexclusions, qualifications limitations ------------------------------ and modifications set forth below and elsewhere in this Sublease, all the terms, covenants and conditions of the Master Lease are incorporated in this Sublease by reference so that, except to the extent that they are excluded, limited or otherwise modified by the provisions of this Sublease for the purpose of incorporation by reference, each and every term, covenant and condition of the Master Lease binding or inuring to the benefit of the Landlord thereunder shall, in respect of this Sublease, bind or inure to the benefit of Sublandlord, and each and every term, covenant and condition of the Master Lease binding or inuring to the benefit of the Tenant thereunder shall, in respect of this Sublease, bind or inure to the benefit of Subtenant, with the same force and effect as if such terms, covenants and conditions were completely set forth in this Sublease, and as if the words "Landlord" and "Tenant," or words of similar import, wherever the same appear in the Master Lease, were construed to mean, respectively, "Sublandlord" and "Subtenant" in this Sublease, and as if the word "Lease," or words of similar import, wherever the same appear in the Master Lease, were construed to mean this "Sublease." Subtenant represents that it has examined, read and is thoroughly familiar with the terms, covenants and conditions of the Master Lease, and accepts those terms, covenants and conditions and obligations thereof which have been incorporated herein. The following sections of the Master Lease are not incorporated as a part of this Sublease and are expressly excluded herefrom (except insofar as the same may be referenced elsewhere in this Sublease for purposes of identification or definition of certain matters): Section 1 (Commencement and Termination); 2 (Occupancy of Premises); 22 (Assignment and Subletting The following limitations shall apply to the interpretation and enforcement of the incorporated terms, covenants and conditions of 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 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 two (2) business days, so that in each instance Subtenant shall have two (2) business days 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, and any provisions pertaining to waiver of subrogation rights and or the naming of a party under an insurance policy, in the Master Lease for the benefit of the Landlord which is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord and Landlord, for the purpose of incorporation by reference in this Sublease. Any right of the Landlord for access or inspection and any right of the Landlord under the Master Lease to do work in the Premises or in the Building or in the Common Area, and any right of the Landlord in respect of rules and regulations, shall be deemed to inure to the benefit of Sublandlord and the Landlord, for the purpose of incorporation by reference in this Sublease. If any of the express provisions of this Sublease shall conflict with any of the provisions incorporated by reference, such conflict shall be resolved in every instance in favor of the express provisions of this Sublease. If any incorporated provision of the Master Lease cross-references a provision of the Master Lease which is not incorporated in this Sublease, such cross-referenced Master Lease provision shall be disregarded except to the extent required for a fair and equitable interpretation of the incorporated Master Lease provision. Any obligation of Sublandlord which is contained in this Sublease by the incorporation by reference of the provisions of the Master Lease shall be observed or performed by Sublandlord using reasonable good faith efforts to cause the Landlord under the Master Lease to observe and/or perform the same, and Sublandlord shall have a reasonable time do so after written notice from Subtenant specifying with reasonable particularity the deficiency in Landlord's performance under the Master Lease. Sublandlord shall not be required to furnish, supply, install, maintain or repair anything under any provision of the Master Lease. Subtenant shall not in any event have any rights in respect of the Premises greater than Sublandlord's rights under the Master Lease, and notwithstanding any provision to the contrary, as to obligations that pertain to the Premises and Common Area, and are part of this Sublease by the incorporation by reference of provisions of the Master Lease, as set forth in Exhibit D hereto, are hereby incorporated by reference and made a part of this SubleaseSublandlord shall not be required to make any payment or to perform any obligation, and to the extent that such provisions impose obligations or duties on Sublessor as tenant under the Master Lease and are incorporated by reference into the terms of this Sublease, Sublessee does hereby expressly assume and agree with Sublessor to perform and to comply with such obligations and duties of Sublessor as tenant thereunder, as the same accrue on and after the Commencement Date, subject to the provisions of Sections 3.3 and 3.4 above. In the event of any conflict between any provision of the Master Lease incorporated herein and a provision contained in this Sublease, the provision contained in this Sublease shall prevail. (b) Except as otherwise expressly provided herein and except for those provisions that are not incorporated into this Sublease, the term “Landlord” (and similar terms) as used in the Master Lease shall mean “Sublessor” hereunder; the term “Tenant” (and similar terms) as used in the Master Lease shall mean “Sublessee” hereunder; the term “Premises” (and similar terms) as used in the Master Lease shall mean “Subleased Premises” hereunder; and the term “Lease” as used in the Master Lease shall mean this “Sublease”. (c) Sublessor Sublandlord shall have no liability to Subtenant for any matter whatsoever, except for Sublandlord's obligation to operate or maintain (i) pay the Building or any other premises covered by Underlying Rent and to use reasonable good faith efforts, upon request of Subtenant, to cause the Master Lease, (ii) any common areas in the Building or any other premises covered by the Master Lease, or (iii) provide any Building services or utilities. With respect Landlord to all services to be performed or provided by Master Lessor under the Master Lease, Sublessor’s sole obligation shall be to exercise commercially reasonable efforts (without litigation or the threat thereof) to require Master Lessor to comply with its obligations to observe and/or perform or provide such services under the Master Lease, including promptly notifying Master Lessor of its nonperformance if so requested by Sublessee in writing. (d) Notwithstanding anything to the contrary contained herein, in no event shall Sublessor be deemed to be in default under this Sublease or liable to Sublessee for any failure of Master Lessor to perform its Landlord's obligations under the Master Lease. Wherever Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord. Subtenant hereby expressly waives the provisions of any statute, ordinance or judicial decision which would give Subtenant rights to make repairs at the expense of Sublandlord. With respect to any approval or consent required to be obtained from Landlord under the Master Lease, such approval or consent must be obtained from both Landlord and Sublandlord. Any approval or consent required of Sublandlord conclusively shall be deemed reasonably withheld if approval or consent also is required of the Landlord, and Landlord withholds Landlord's approval or consent. Subtenant shall fully perform all of the Assumed Obligations and shall indemnify, defend, protect, and hold harmless Sublandlord from any and all liability, damages, liabilities, claims proceedings, actions, demands and costs (including reasonable attorneys' fees) resulting, directly or indirectly, from Subtenant's failure to perform the Assumed Obligations. Without limiting the generality of the foregoing, for purposes of incorporating the terms, covenants and conditions of the Master Lease requires into this Sublease, the consent following provisions of the landlord be obtained, both Master Lessor’s consent and Sublessor’s consent shall be required and the standard for such consent by Sublessor shall be a consent not unreasonably withheld or delayed. For the avoidance of doubt, Sublessee shall be required to obtain both Sublessor’s and Master Lessor’s consent for (i) any assignment or sub-subletting of the Subleased Premises (provided that Sublessor’s consent shall not be required for assignments to entities controlled by or under common control with Sublessee if Sublessee is not released from its obligations under this Sublease), or (ii) any Alterations to the Subleased Premises or any portion thereof, in accordance with the provisions Lease are amended as follows: Under Par 3 of the Master Lease, Sublandlord shall be entitled to rely on any statement or estimate from Landlord regarding the calculation and payment of Additional Rent and shall be under no duty to verify the same. Under Par 3 (C), Par 4 and Par 18 of the Master Lease, Sublandlord shall only be required, after written request by Subtenant, to use reasonable good faith efforts to cause Landlord to maintain the insurance required of Landlord. Under Par 11 and Par 19 of the Master Lease, Sublandlord shall only be required, after written request by Subtenant, to use reasonable good faith efforts to cause Landlord to perform the maintenance and repair obligations thereunder. Under Par 14 of the Master Lease, Sublandlord shall only be required, after written request by Subtenant, to use reasonable good faith efforts to cause Landlord to furnish the utilities and services called for thereunder. Under Par 22 of the Master Lease, all profit or additional consideration from any assignment or sublease shall be paid to Sublandlord. Under Par 11 of the Master Lease, upon surrender of the Premises at the expiration or earlier termination of this Sublease, Subtenant shall return the Premises to Sublandlord in the same condition as incorporated be referenced hereinexisted upon delivery of the Premises to Subtenant, but subject prior to the terms construction of any alterations or improvements as may be made by Subtenant; provided, however, that Subtenant shall not be required to remove such any alterations or improvements if Landlord shall agree in writing to waive its right to require Sublandlord to remove such any alterations or improvements upon surrender of the Premises to Landlord. Under Par 3 (G) and conditions contained Par 5 of the Master Lease, Sublandlord's notice address shall be as provided adjacent to Sublandlord's signature below, or at such other address as Sublandlord may from time to time designate in Section 4.2 abovewriting; and Subtenant's notice address shall be as provided adjacent to Subtenant's signature below, provided that after Subtenant takes occupancy of the Premises, notices shall be sent to Subtenant at the address of the Premises. Any notice required or permitted under this Sublease shall be deemed to have been delivered upon actual receipt or upon refusal of delivery. Notices under this Sublease shall be permitted to be transmitted by overnight courier service or by facsimile, in addition to the other methods permitted under the Master Lease. Notices sent by facsimile shall be followed by a mailed copy to the recipient's notice address and shall be effective (a) on the date received if transmission is made on a business day and received before 5:00 p.m. that same day, or (b) in all other cases, on the business day next following receipt of the facsimile transmission.

Incorporation of Master Lease. (a) Subject to Subtenant acknowledges that it has received and in accordance with reviewed the exceptionsMaster Lease, qualifications and modifications set forth below and elsewhere in the terms of the Master Lease are incorporated herein by this Sublease, all reference. All of the provisions of the Master Lease, as set forth in Exhibit D hereto, are hereby incorporated by reference and made a part Lease (except those expressly excluded pursuant to the provisions of this Sublease, and to the extent that such provisions impose obligations or duties on Sublessor as tenant under the Master Lease and are incorporated by reference into the terms of this Sublease, Sublessee does hereby expressly assume and agree with Sublessor to perform and to comply with such obligations and duties of Sublessor as tenant thereunder), as the same accrue on and after the Commencement Date, subject to the provisions of Sections 3.3 and 3.4 above. In the event of any conflict between any provision of the Master Lease incorporated herein and a provision contained in may be modified or supplemented by this Sublease, the provision contained in shall apply to this Sublease shall prevail.and the subtenancy hereby created, except that: (bi) Except except as this Sublease otherwise expressly provided herein and provides or the context otherwise dictates, in each instance, where the term “Tenant” is used in such provisions, the term “Subtenant” shall be substituted; (ii) except for those provisions that are not incorporated into as this SubleaseSublease otherwise provides or the context otherwise dictates, in each instance where the term “Landlord” (and similar terms) as used in the Master Lease shall mean “Sublessor” hereunder; is used, the term “TenantSublandlord” (and similar terms) as used in the Master Lease shall mean “Sublessee” hereunder; the term “Premises” (and similar terms) as used in the Master Lease shall mean “Subleased Premises” hereunder; and the term “Lease” as used in the Master Lease shall mean this “Sublease”. (c) Sublessor shall have no obligation to operate or maintain (i) the Building or any other premises covered by the Master Lease, (ii) any common areas in the Building or any other premises covered by the Master Lease, or (iii) provide any Building services or utilities. With respect to all services to be performed or provided by Master Lessor under the Master Lease, Sublessor’s sole obligation shall be to exercise commercially reasonable efforts (without litigation or the threat thereof) to require Master Lessor to comply with its obligations to perform or provide such services under the Master Leasesubstituted; provided, including promptly notifying Master Lessor of its nonperformance if so requested by Sublessee in writing. (d) Notwithstanding however, notwithstanding anything to the contrary contained herein, Sublandlord shall have no duty or obligation to Subtenant to perform any of the obligations of Master Landlord or Sublandlord under the Master Lease except (A) as otherwise expressly provided in no this Sublease, or (B) to maintain the Master Lease free from default by Sublandlord (in its capacity as Tenant under the Master Lease). Sublandlord agrees upon written request by Subtenant to act on Subtenant’s behalf with respect to the enforcement of any rights of Sublandlord under the Master Lease in the event of any default by Master Landlord under the Master Lease; provided, however, Sublandlord shall Sublessor not be deemed obligated to be incur any out-of-pocket costs or to initiate litigation in default connection therewith. Sublandlord agrees to allow Subtenant to commence litigation, if necessary, in Sublandlord’s name, to enforce Subtenant’s rights under this Sublease in which event Subtenant shall indemnify, protect, defend and hold Sublandlord harmless from and against all claims, demands, liabilities, losses, costs or liable to Sublessee for expenses (including reasonable attorneys’ fees) arising from such enforcement action(s) and Subtenant will not, without Sublandlord’s prior consent which consent shall not unreasonably be delayed, withheld or conditioned, settle any failure of Master Lessor to perform its such action(s) which would materially affect Sublandlord or Sublandlord’s rights or obligations under the Master LeaseLease or create any additional financial obligation on the part of Sublandlord. Wherever Notwithstanding anything to the contrary contained in this Sublease, Subtenant acknowledges and agrees that: (i) Sublandlord shall not be liable to Subtenant for any termination of the Master Lease requires the consent of the landlord be obtained, both Master Lessor’s consent and Sublessor’s consent shall be required and the standard for such consent by Sublessor shall be a consent not unreasonably withheld or delayed. For the avoidance of doubt, Sublessee shall be required to obtain both Sublessor’s and Master Lessor’s consent for (i) any assignment or sub-subletting of the Subleased Premises (provided that Sublessor’s consent shall not be required for assignments to entities controlled by or under common control with Sublessee if Sublessee which is not released from its obligations under this Sublease)the result of any action or failure to act of Sublandlord, or and (ii) any Alterations this Sublease is subordinate and subject to the Subleased Premises Master Lease and that, except as otherwise set forth in the Consent to Sublease of Master Landlord, any termination of the Master Lease may likewise terminate this Sublease without liability whatsoever to Sublandlord except that if such termination is the result of any action or any portion thereof, in accordance with failure to act of Sublandlord under the provisions terms of the Master Lease, then Sublandlord shall be liable to Subtenant as incorporated be referenced herein, but subject to the terms and conditions contained provided in Section 4.2 above.Paragraph 18 of this Sublease; and

Incorporation of Master Lease. (a) Subject This Sublease is subject to all of the terms and in accordance with the exceptions, qualifications and modifications set forth below and elsewhere in this Sublease, all the provisions conditions of the Master Lease, all of which are hereby incorporated by reference. Except as provided in Paragraph 6(e) below, all references in the Master Lease to “Landlord” and “Tenant” shall, for purposes of incorporation thereof into this Sublease, mean and refer to Sublandlord and Subtenant, respectively. Subtenant hereby agrees to be bound by the terms of the Master Lease and, with respect to the Sublease Premises, hereby assumes and agrees to pay, perform and observe for the benefit of Master Landlord and Sublandlord, each and all of the liabilities, obligations, covenants, conditions and restrictions to be paid, performed or observed by Sublandlord, as Tenant, under the Master Lease, except to the extent any of the same are herein expressly acknowledged not to constitute an obligation of Subtenant. Without limiting the foregoing, Subtenant shall not commit or permit to be committed on the Sublease Premises any act or omission which shall violate any term, covenant or condition of the Master Lease. (b) Notwithstanding the foregoing, whenever any provision of the Master Lease incorporated herein specifies a time period in connection with the payment or performance of any liability or obligation by Subtenant hereunder, or any notice period or other time condition to the exercise of any right or remedy by Sublandlord hereunder, such time period shall be shortened in each instance by three (3) business days for the purpose of incorporation into this Sublease. Any default notice or other notice of any obligation (including any billing or invoice for any Subtenant’s Rent or any other expense or charge falling due under the Master Lease) from Master Landlord which is received by Subtenant (whether directly or as a result of being forwarded by Sublandlord to Subtenant) shall constitute such notice from Sublandlord to Subtenant under this Sublease without the need for any additional notice from Sublandlord. If Subtenant shall fail to pay any installment of Subtenant’s Rent or any other expense or charge when due hereunder or shall breach or default in the observance or performance of any conditions or covenants to be observed or performed by Subtenant hereunder (including under any of the applicable provisions of the Master Lease incorporated herein), then Sublandlord shall have and may exercise all rights and remedies against Subtenant as provided to Master Landlord in the event of default by Sublandlord as set forth in Exhibit D heretothe Master Lease (including, are hereby incorporated by reference but not limited to, the rights and made a part remedies provided in Article 19.02 of this Sublease, the Master Lease). (c) This Sublease is and shall be at all times subject and subordinate to the extent that such provisions impose obligations or duties on Sublessor as tenant Master Lease, including all rights of Master Landlord thereunder. Without limiting the generality of the foregoing, in the event of termination of Sublandlord’s interest under the Master Lease and are incorporated by reference into for any reason (including, without limitation, upon the terms occurrence of any casualty or condemnation pertaining to the Sublease Premises), this SubleaseSublease shall terminate coincidentally therewith without any liability of Sublandlord to Subtenant. Sublandlord agrees that, Sublessee does hereby expressly assume and agree with Sublessor to perform and to comply with such obligations and duties of Sublessor as tenant thereunder, as the same accrue on and after the Commencement Date, subject to notwithstanding the provisions of Sections 3.3 Paragraph 12 below, so long as Subtenant is not in Default hereunder beyond any applicable notice and 3.4 above. cure periods, Sublandlord shall not voluntarily terminate the Master Lease without the prior written consent of Subtenant, which consent may be withheld in Subtenant’s sole and absolute discretion. (d) In the event of any conflict between any provision of the Master Lease which is incorporated herein as described above in this Paragraph 6 and a any provision contained in of this Sublease, the provision contained in this Sublease latter shall prevailcontrol. In determining whether to grant or withhold any consent or approval hereunder, Sublandlord may expressly condition the same upon the consent or approval of Master Landlord, as applicable, if such consent or approval is required under the Master Lease. (be) Except as otherwise expressly provided herein The following provisions of the Master Lease are hereby acknowledged by Sublandlord and except for those provisions that are Subtenant not to be incorporated by reference into this Sublease, the term “Landlord” : Article 2 (and similar termsTerm); Article 3 (Possession); Article 4 (Rent); Article 13 (Indemnification); Article 27 (Construction Changes); Article 31 (Notices); Article 39 (Basic Rent); Article 40 (Consent); Section 42(A) as used in the Master Lease shall mean “Sublessor” hereunder(Assignment to Affiliates); the term “Tenant” Article 48 (and similar terms) as used in the Master Lease shall mean “Sublessee” hereunderTermination Contingency); the term “Premises” Article 49 (and similar terms) as used in the Master Lease shall mean “Subleased Premises” hereunderBrokers); Article 50 (Cross Default); Article 51 (Option to Extend); Article 52 (Existing Tenant Improvements); Article 53 (Trade Fixtures); and the term “Lease” as used in the Master Lease shall mean this “Sublease”.Exhibits A, B-1, C and D. (cf) Sublessor Sublandlord and Subtenant agree that Sublandlord shall have no obligation not be responsible or liable to operate Subtenant for the performance or maintain (i) the Building or nonperformance of any other premises covered by the obligations of Master Lease, (ii) any common areas in the Building or any other premises covered by the Master Lease, or (iii) provide any Building services or utilities. With respect to all services to be performed or provided by Master Lessor Landlord under the Master Lease, Sublessor’s sole obligation shall be to exercise commercially reasonable efforts (without litigation or the threat thereof) to require Master Lessor to comply with its obligations to perform or provide such services under the Master Lease, including promptly notifying Master Lessor of its nonperformance if so requested by Sublessee and in writing.furtherance thereof agree as follows: (di) Notwithstanding anything to the contrary contained hereinin this Sublease, Sublandlord shall not be required to (A) provide or perform any insurance and services (including without limitation, the insurance described in Article 12 of the Master Lease) or any alterations, improvements, improvement allowances or other construction obligations as to the Sublease Premises that Master Landlord may have agreed to provide or perform pursuant to the Master Lease or as required by law, (B) provide any utilities (including electricity) to the Sublease Premises that Master Landlord may have agreed to furnish pursuant to any provision of the Master Lease (or as required by law), (C) perform any maintenance or make any of the repairs to the Sublease Premises or the Building that Master Landlord may have agreed to perform or make (or as required by law), (D) comply with any laws or requirements of governmental authorities regarding the maintenance or operation of the Sublease Premises, (E) take any other action relating to the operation, maintenance, repair, alteration or servicing of the Sublease Premises that Master Landlord may have agreed to provide, furnish, make, comply with, or take, or cause to be provided, furnished, made, complied with or taken under the Master Lease, or (F) provide Subtenant with any rebate, credit, allowance or other concession required of Master Landlord pursuant to the Master Lease except to pass through to Subtenant any such rebate, credit, allowance or concession that may in fact be granted by the Master Landlord, with respect to the Sublease Premises during the term of this Sublease. Sublandlord makes no representation or warranty of quiet enjoyment as to any persons claiming by, through or under Master Landlord. (ii) Sublandlord agrees, upon request of Subtenant, to use commercially reasonable efforts, at Subtenant’s sole cost and expense, to cause Master Landlord to provide, furnish, or comply with any of Master Landlord’s obligations under the Master Lease (provided, however, that Sublandlord shall not be obligated to use such efforts or take any action which, in no event Sublandlord’s reasonable judgment, might give rise to a default by Sublandlord under the Master Lease). If Master Landlord shall Sublessor be deemed default in the performance of any of its obligations under the Master Lease or at law, Sublandlord shall, upon request and at the expense of Subtenant, cooperate with Subtenant in the prosecution of any action or proceeding which Sublandlord, in its reasonable judgment, deems meritorious, in order to be in default have Master Landlord (A) make such repairs, furnish such electricity, provide such services or comply with any other obligation of Master Landlord under this Sublease the Master Lease or liable to Sublessee as required by law, and/or (B) compensate Subtenant for any earlier default by Master Landlord in the payment or performance of its liabilities and obligations under the Master Lease during the Sublease Term. (iii) The indemnity obligation of Subtenant as set forth in Paragraph 9(b) shall apply to any claims of Master Landlord arising from or in connection with any such request, action or proceeding referred to in clause (ii) above. (iv) Subtenant shall not make any claim against Sublandlord for any damage which may arise by reason of: (i) the failure of Master Lessor Landlord to keep, observe or perform any of its obligations under the Master Lease. Wherever the Master Lease requires the consent of the landlord be obtained, both Master Lessor’s consent and Sublessor’s consent shall be required and the standard for such consent by Sublessor shall be a consent not unreasonably withheld or delayed. For the avoidance of doubt, Sublessee shall be required to obtain both Sublessor’s and Master Lessor’s consent for (i) any assignment or sub-subletting of the Subleased Premises (provided that Sublessor’s consent shall not be required for assignments to entities controlled by or under common control with Sublessee if Sublessee is not released from its obligations under this Sublease), ; or (ii) the acts or omissions of Master Landlord or its agents, contractors, employees, invitees or licensees. (g) Subtenant agrees that any Alterations to waiver of liability, waiver of subrogation rights, or indemnification provisions in the Subleased Premises Master Lease which are incorporated herein as waivers or any portion thereofobligations of Subtenant (including, in accordance with the provisions without limitation, Article 12 of the Master Lease), shall be deemed expanded so as incorporated be referenced hereinto provide for Subtenant to make such waivers and provide such indemnities not only in favor of Sublandlord, but subject to also in favor of Master Landlord, and the terms respective affiliated employees, agents and conditions contained the like of both Sublandlord and Master Landlord as enumerated in Section 4.2 abovesuch provisions.

Incorporation of Master Lease. (a) Subject to The terms, covenants and in accordance with the exceptions, qualifications and modifications set forth below and elsewhere in this Sublease, all the provisions of the Master Lease, as set forth in Exhibit D hereto, are hereby incorporated by reference and made a part of this Sublease, and to the extent that such provisions impose obligations or duties on Sublessor as tenant under the Master Lease and are incorporated by reference into the terms of this Sublease, Sublessee does hereby expressly assume and agree with Sublessor to perform and to comply with such obligations and duties of Sublessor as tenant thereunder, as the same accrue on and after the Commencement Date, subject to the provisions of Sections 3.3 and 3.4 above. In the event of any conflict between any provision conditions of the Master Lease incorporated herein and a provision contained in this Sublease, the provision contained in this Sublease shall prevail. (b) Except as otherwise expressly provided herein and except for those provisions that are not hereby incorporated into this Sublease, 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 term “Landlord” 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 this Sublease, (and similar termsi) as used wherever in the Master Lease the word “Landlord” is used it shall be deemed to mean “Sublessor” hereunder; the term “Tenant” Sublandlord herein, (and similar termsii) as used wherever in the Master Lease the word “Tenant” is used it shall be deemed to mean “Sublessee” hereunder; the term “Premises” Subtenant herein and (and similar termsiii) as used wherever in the Master Lease the words “Lease,” “Rent” or “Term” are used, such terms shall be deemed to mean “Subleased Premises” hereunder; this Sublease, the Rent hereunder and the term “Lease” as used Term hereunder, respectively. The time limits contained in the Master Lease shall mean this “Sublease”. 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 (c3) Sublessor days, so that in each instance Subtenant shall have no obligation three (3) days less time to operate observe or maintain (i) perform hereunder than Sublandlord has as the Building or any other premises covered by the Master Lease, (ii) any common areas in the Building or any other premises covered by the Master Lease, or (iii) provide any Building services or utilities. With respect to all services to be performed or provided by Master Lessor under the Master Lease, Sublessor’s sole obligation shall be to exercise commercially reasonable efforts (without litigation or the threat thereof) to require Master Lessor to comply with its obligations to perform or provide such services under the Master Lease, including promptly notifying Master Lessor of its nonperformance if so requested by Sublessee in writing. (d) Notwithstanding anything to the contrary contained herein, in no event shall Sublessor be deemed to be in default under this Sublease or liable to Sublessee for any failure of Master Lessor to perform its obligations tenant under the Master Lease. Wherever The time limits contained in the Master Lease requires for the consent giving of notices, making of demands or performing of any act, condition or covenant on the landlord be obtained, both Master Lessor’s consent and Sublessor’s consent shall be required and the standard for such consent by Sublessor shall be a consent not unreasonably withheld or delayed. For the avoidance part of doubt, Sublessee shall be required to obtain both Sublessor’s and Master Lessor’s consent for (i) any assignment or sub-subletting of the Subleased Premises (provided that Sublessor’s consent shall not be required for assignments to entities controlled by or under common control with Sublessee if Sublessee is not released from its obligations under this Sublease)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 (ii3) any Alterations business days in each instance, so that in each instance Sublandlord shall have three (3) business days additional time to the Subleased Premises observe or any portion thereof, in accordance with the provisions of perform hereunder than Landlord has under the Master Lease. Any non-liability, as release, waiver, indemnity or hold harmless provision in the Master Lease for the benefit of Landlord that is incorporated herein by reference shall be referenced herein, but subject deemed to inure to the terms benefit of Sublandlord, Landlord, and conditions contained any other person intended to be benefited by said provision, for the purpose of incorporation by reference in Section 4.2 abovethis 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. (a) Subject to All of the terms and in accordance with the exceptionsprovisions of Sections 6, qualifications 8, 11E, 12, 13, 14, 15, 16, 17, 19, 20, 21, 23, 27, 31 and modifications set forth below and elsewhere in this Sublease, all the provisions 32 of the Master Lease, as set forth in Exhibit D hereto, Lease are hereby incorporated by reference into and made a part of this Sublease, and to the extent that such provisions impose obligations or duties on Sublessor as tenant under the Master Lease and are incorporated by reference into the terms of this Sublease, Sublessee does hereby expressly assume and agree with Sublessor to perform and to comply with such obligations and duties of Sublessor as tenant thereunder, as the same accrue on and after the Commencement Dateand, subject to the provisions of Sections 3.3 Section 17, hereof, the rights and 3.4 above. In obligations of the event of any conflict between any provision of parties under the Master Lease incorporated herein are hereby imposed upon the parties hereto with respect to the Sublease Premises, the Sublandlord being substituted for the Landlord in the Master Lease, the Subtenant being substituted for the Tenant in the Master Lease. 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 as defined herein; and a provision contained in where reference is made to the “Lease,” the same shall mean this Sublease, the provision contained in this Sublease shall prevail. (b) Except as otherwise expressly provided herein and except for those provisions that are Sublandlord shall not incorporated into this Sublease, the commit or permit to be committed any act or omission which violates any term “Landlord” (and similar terms) as used in or condition of the Master Lease nor shall mean “Sublessor” hereunder; the term “Tenant” (and similar terms) as used in Sublandlord amend the Master Lease in any manner which shall mean “Sublessee” hereunder; adversely affect Subtenant’s rights or increase Subtenant’s obligations hereunder except as set forth in Section 13(c), below. Simultaneously herewith, Sublandlord shall endeavor to deliver to Subtenant a Non-disturbance and Attornment Agreement, in form reasonably acceptable to Subtenant, executed by Master Landlord providing that, in the term “Premises” (and similar terms) as used in event that the Master Lease is terminated, Master Landlord shall mean “Subleased Premises” not disturb Subtenant’s possession, provided that Subtenant is not in default hereunder; and the term “Lease” as used in the Master Lease shall mean this “Sublease”. (c) Sublessor shall have no obligation to operate or maintain (i) the Building or any other premises covered by the Master Lease, (ii) any common areas in the Building or any other premises covered by the Master Lease, or (iii) provide any Building services or utilities. With respect to all services to be performed or provided by Master Lessor under the Master Lease, Sublessor’s sole obligation shall be to exercise commercially reasonable efforts (without litigation or the threat thereof) to require Master Lessor to comply with its obligations to perform or provide such services under the Master Lease, including promptly notifying Master Lessor of its nonperformance if so requested by Sublessee in writing. (d) Notwithstanding anything to the contrary contained herein, in no event shall Sublessor be deemed to be in default under this Sublease or liable shall be subject and subordinate to Sublessee for any failure of Master Lessor to perform its obligations under the Master Lease. Wherever the Master Lease requires the consent all of the landlord be obtained, both Master Lessor’s consent and Sublessor’s consent shall be required and the standard for such consent by Sublessor shall be a consent not unreasonably withheld or delayed. For the avoidance of doubt, Sublessee shall be required to obtain both Sublessor’s and Master Lessor’s consent for (i) any assignment or sub-subletting of the Subleased Premises (provided that Sublessor’s consent shall not be required for assignments to entities controlled by or under common control with Sublessee if Sublessee is not released from its obligations under this Sublease), or (ii) any Alterations to the Subleased Premises or any portion thereof, in accordance with the provisions terms of the Master Lease, as incorporated be referenced herein, but subject . (c) Notwithstanding anything herein to the terms and conditions contained in Section 4.2 abovecontrary, upon at least sixty (60) days’ notice to Subtenant, Sublandlord shall have the right to cause the Master Lease to terminate on any date at least one year after the date hereof.

Incorporation of Master Lease. (a) Subject This Sublease is subject to all of the terms and in accordance with the exceptions, qualifications and modifications set forth below and elsewhere in this Sublease, all the provisions conditions of the Master Lease, all of which are hereby incorporated by reference. Except as provided in Paragraph 6(e) below, all references in the Master Lease to “Landlord” and “Tenant” shall, for purposes of incorporation thereof into this Sublease, mean and refer to Sublandlord and Subtenant, respectively. Subtenant hereby agrees to be bound by the terms of the Master Lease and, with respect to the Sublease Premises, hereby assumes and agrees to pay, perform and observe for the benefit of Master Landlord and Sublandlord, each and all of the liabilities, obligations, covenants, conditions and restrictions to be paid, performed or observed by Sublandlord, as Tenant, under the Master Lease, except to the extent any of the same are herein expressly acknowledged not to constitute an obligation of Subtenant. Without limiting the foregoing, Subtenant shall not commit or permit to be committed on the Sublease Premises any act or omission which shall violate any term, covenant or condition of the Master Lease. (b) Notwithstanding the foregoing, whenever any provision of the Master Lease incorporated herein specifies a time period in connection with the payment or performance of any liability or obligation by Subtenant hereunder, or any notice period or other time condition to the exercise of any right or remedy by Sublandlord hereunder, such time period shall be shortened in each instance by three (3) business days for the purpose of incorporation into this Sublease. Any default notice or other notice of any obligation (including any billing or invoice for any Subtenant’s Rent or any other expense or charge falling due under the Master Lease) from Master Landlord which is received by Subtenant (whether directly or as a result of being forwarded by Sublandlord to Subtenant) shall constitute such notice from Sublandlord to Subtenant under this Sublease without the need for any additional notice from Sublandlord. If Subtenant shall fail to pay any installment of Subtenant’s Rent or any other expense or charge when due hereunder or shall breach or default in the observance or performance of any conditions or covenants to be observed or performed by Subtenant hereunder (including under any of the applicable provisions of the Master Lease incorporated herein), then Sublandlord shall have and may exercise all rights and remedies against Subtenant as provided to Master Landlord in the event of default by Sublandlord as set forth in Exhibit D heretothe Master Lease (including, are hereby incorporated by reference but not limited to, the rights and made a part remedies provided in Article 19.02 of this Sublease, the Master Lease). (c) This Sublease is and shall be at all times subject and subordinate to the extent that such provisions impose obligations or duties on Sublessor as tenant Master Lease, including all rights of Master Landlord thereunder. Without limiting the generality of the foregoing, in the event of termination of Sublandlord’s interest under the Master Lease and are incorporated by reference into for any reason (including, without limitation, upon the terms occurrence of any casualty or condemnation pertaining to the Sublease Premises), this SubleaseSublease shall terminate coincidentally therewith without any liability of Sublandlord to Subtenant. Sublandlord agrees that, Sublessee does hereby expressly assume and agree with Sublessor to perform and to comply with such obligations and duties of Sublessor as tenant thereunder, as the same accrue on and after the Commencement Date, subject to notwithstanding the provisions of Sections 3.3 Paragraph 12 below, so long as Subtenant is not in Default hereunder beyond any applicable notice and 3.4 above. cure periods, Sublandlord shall not voluntarily terminate the Master Lease without the prior written consent of Subtenant, which consent may be withheld in Subtenant’s sole and absolute discretion. (d) In the event of any conflict between any provision of the Master Lease which is incorporated herein as described above in this Paragraph 6 and a any provision contained in of this Sublease, the provision contained in this Sublease latter shall prevailcontrol. In determining whether to grant or withhold any consent or approval hereunder, Sublandlord may expressly condition the same upon the consent or approval of Master Landlord, as applicable, if such consent or approval is required under the Master Lease. (be) Except as otherwise expressly provided herein The following provisions of the Master Lease are hereby acknowledged by Sublandlord and except for those provisions that are Subtenant not to be incorporated by reference into this Sublease, the term “Landlord” : Article 2 (and similar termsTerm); Article 3 (Possession); Article 4 (Rent); Article 13 (Indemnification); Article 27 (Construction Changes); Article 31 (Notices); Article 39 (Basic Rent); Article 40 (Consent); Section 42(A) as used in the Master Lease shall mean “Sublessor” hereunder(Assignment to Affiliates); the term “Tenant” Article 48 (and similar terms) as used in the Master Lease shall mean “Sublessee” hereunderTermination Contingency); the term “Premises” Article 49 (and similar terms) as used in the Master Lease shall mean “Subleased Premises” hereunderBrokers); Article 50 (Cross Default); Article 51 (Option to Extend); Article 52 (Existing Tenant Improvements); Article 53 (Trade Fixtures); and the term “Lease” as used in the Master Lease shall mean this “Sublease”.Exhibits A, B-1, C and D. (cf) Sublessor Sublandlord and Subtenant agree that Sublandlord shall have no obligation not be responsible or liable to operate Subtenant for the performance or maintain (i) the Building or nonperformance of any other premises covered by the obligations of Master Lease, (ii) any common areas in the Building or any other premises covered by the Master Lease, or (iii) provide any Building services or utilities. With respect to all services to be performed or provided by Master Lessor Landlord under the Master Lease, Sublessor’s sole obligation shall be to exercise commercially reasonable efforts (without litigation or the threat thereof) to require Master Lessor to comply with its obligations to perform or provide such services under the Master Lease, including promptly notifying Master Lessor of its nonperformance if so requested by Sublessee and in writing.furtherance thereof agree as follows: (di) Notwithstanding anything to the contrary contained hereinin this Sublease, Sublandlord shall not be required to (A) provide or perform any insurance and services (including without limitation, the insurance described in Article 12 of the Master Lease) or any alterations, improvements, improvement allowances or other construction obligations as to the Sublease Premises that Master Landlord may have agreed to provide or perform pursuant to the Mater Lease or as required by law, (B) provide any utilities (including electricity) to the Sublease Premises that Master Landlord may have agreed to furnish pursuant to any provision of the Master Lease (or as required by law), (C) perform any maintenance or make any of the repairs to the Sublease Premises or the Building that Master Landlord may have agreed to perform or make (or as required by law), (D) comply with any laws or requirements of governmental authorities regarding the maintenance or operation of the Sublease Premises, (E) take any other action relating to the operation, maintenance, repair, alteration or servicing of the Sublease Premises that Master Landlord may have agreed to provide, furnish, make, comply with, or take, or cause to be provided, furnished, made, complied with or taken under the Master Lease, or (F) provide Subtenant with any rebate, credit, allowance or other concession required of Master Landlord pursuant to the Master Lease except to pass through to Subtenant any such rebate, credit, allowance or concession that may in fact be granted by the Master Landlord, with respect to the Sublease Premises during the term of this Sublease. Sublandlord makes no representation or warranty of quiet enjoyment as to any persons claiming by, through or under Master Landlord. (ii) Sublandlord agrees, upon request of Subtenant, to use commercially reasonable efforts, at Subtenant’s sole cost and expense, to cause Master Landlord to provide, furnish, or comply with any of Master Landlord’s obligations under the Master Lease (provided, however, that Sublandlord shall not be obligated to use such efforts or take any action which, in no event Sublandlord’s reasonable judgment, might give rise to a default by Sublandlord under the Master Lease). If Master Landlord shall Sublessor be deemed default in the performance of any of its obligations under the Master Lease or at law, Sublandlord shall, upon request and at the expense of Subtenant, cooperate with Subtenant in the prosecution of any action or proceeding which Sublandlord, in its reasonable judgment, deems meritorious, in order to be in default have Master Landlord (A) make such repairs, furnish such electricity, provide such services or comply with any other obligation of Master Landlord under this Sublease the Master Lease or liable to Sublessee as required by law, and/or (B) compensate Subtenant for any earlier default by Master Landlord in the payment or performance of its liabilities and obligations under the Master Lease during the Sublease Term. (iii) The indemnity obligation of Subtenant as set forth in Paragraph 9(b) shall apply to any claims of Master Landlord arising from or in connection with any such request, action or proceeding referred to in clause (ii) above. (iv) Subtenant shall not make any claim against Sublandlord for any damage which may arise by reason of: (i) the failure of Master Lessor Landlord to keep, observe or perform any of its obligations under the Master Lease. Wherever the Master Lease requires the consent of the landlord be obtained, both Master Lessor’s consent and Sublessor’s consent shall be required and the standard for such consent by Sublessor shall be a consent not unreasonably withheld or delayed. For the avoidance of doubt, Sublessee shall be required to obtain both Sublessor’s and Master Lessor’s consent for (i) any assignment or sub-subletting of the Subleased Premises (provided that Sublessor’s consent shall not be required for assignments to entities controlled by or under common control with Sublessee if Sublessee is not released from its obligations under this Sublease), ; or (ii) the acts or omissions of Master Landlord or its agents, contractors, employees, invitees or licensees. (g) Subtenant agrees that any Alterations to waiver of liability, waiver of subrogation rights, or indemnification provisions in the Subleased Premises Master Lease which are incorporated herein as waivers or any portion thereofobligations of Subtenant (including, in accordance with the provisions without limitation, Article 12 of the Master Lease), shall be deemed expanded so as incorporated be referenced hereinto provide for Subtenant to make such waivers and provide such indemnities not only in favor of Sublandlord, but subject to also in favor of Master Landlord, and the terms respective affiliated employees, agents and conditions contained the like of both Sublandlord and Master Landlord as enumerated in Section 4.2 abovesuch provisions.

Incorporation of Master Lease. (a) Subject to All of the terms and in accordance with the exceptions, qualifications and modifications set forth below and elsewhere in this Sublease, all the provisions of the Master Lease, except as set forth provided in Exhibit D heretosubsection (b) below, are hereby incorporated by reference into and made a part of this Sublease, and to the extent that such provisions impose rights and obligations or duties on Sublessor as tenant of the parties under the Master Lease and are incorporated by reference into hereby imposed upon the terms of this Sublease, Sublessee does hereby expressly assume and agree parties hereto with Sublessor to perform and to comply with such obligations and duties of Sublessor as tenant thereunder, as the same accrue on and after the Commencement Date, subject respect to the provisions of Sections 3.3 and 3.4 above. In Sublease Premises, the event of any conflict between any provision of Sublandlord being substituted for the Landlord in the Master Lease, the Subtenant being substituted for the Tenant in the Master Lease incorporated herein and a provision contained in this Subleaseprovided, the provision contained in this Sublease shall prevail. (b) Except as otherwise expressly provided herein and except for those provisions however, that are not incorporated into this Sublease, the term “Landlord” in the following Sections and Articles of the Master Lease (i) shall mean Master Landlord, not Sublandlord: Section 6.1, Articles 7, 11, 13, and similar terms29.13 and (ii) as used shall mean both Master Landlord and Sublandlord: Article 8. 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 “SublessorCommencement Date,” hereunderthe same shall mean the Commencement Date as defined herein; and where reference is made to the term “TenantLease,” (and similar terms) as used in the same shall mean this Sublease. The parties specifically agree that any provisions relating to any construction obligations of “Landlord” under the Master Lease shall mean “Sublessee” hereunder; the term “Premises” (and similar terms) as used in the Master Lease shall mean “Subleased Premises” hereunder; and the term “Lease” as used in the Master Lease shall mean this “Sublease”. (c) Sublessor shall have no obligation to operate or maintain (i) the Building or any other premises covered by the Master Lease, (ii) any common areas in the Building or any other premises covered by the Master Lease, or (iii) provide any Building services or utilities. With with respect to all services construction that occurred or was to have occurred prior to the Commencement Date hereof, are hereby deleted. Sublandlord shall not be performed or provided liable to Subtenant for any failure by Master Lessor Landlord to perform its obligations under the Master Lease, Sublessor’s sole obligation nor shall be to exercise such failure by Master Landlord excuse performance by Subtenant of its obligations hereunder; provided, however, that Sublandlord shall use its commercially reasonable efforts (without litigation or the threat thereof) to require cause Master Lessor Landlord to comply with perform its obligations to perform or provide such services under the Master Lease, including promptly notifying Master Lessor of its nonperformance instituting legal proceedings at Subtenant’s sole cost and expense if so reasonably requested by Sublessee Subtenant, provided that Sublandlord is not exposed to any risk of termination of the Master Lease or the Building A Lease. Anything in writingthe Master Lease to the contrary notwithstanding, no personal liability shall at any time be asserted or enforceable against Sublandlord’s stockholders, directors, officers or partners on account of any of Sublandlord’s obligations or actions under this Sublease. (db) The following Sections and Exhibits of the Master Lease are not incorporated herein: Summary of Basic Lease Information (except Items 7 and 9), Sections 1.1.1 and 1.2, Articles 2 and 3, Sections 4.6 and 8.5, Articles 20, 21 and 22 (unless Master Landlord consents to such equipment), Sections 23.4.1 (subject to Section 11 above), 29.32, 29.34, 29.35, 29.36 and 29.37, Exhibits A, B, C and G, and First, Second, Third and Fourth Amendments to Lease. (c) Subtenant hereby assumes and agrees to perform for Sublandlord’s benefit, during the term of this Sublease, all of Sublandlord’s obligations as Subtenant with respect to the Premises under the Master Lease, as such obligations apply to the Sublease Premises, except as otherwise provided herein. Subtenant shall not commit or permit to be committed any act or omission which violates any term or condition of the Master Lease. Notwithstanding anything to the contrary contained herein, in no event shall Sublessor be deemed to be in default under this Sublease or liable shall be subject and subordinate to Sublessee for any failure all of Master Lessor to perform its obligations under the Master Lease. Wherever terms of the Master Lease requires the consent of the landlord be obtained, both Master Lessor’s consent and Sublessor’s consent shall be required and the standard for such consent by Sublessor shall be a consent not unreasonably withheld or delayed. For the avoidance of doubt, Sublessee shall be required to obtain both Sublessor’s and Master Lessor’s consent for (i) any assignment or sub-subletting of the Subleased Premises (provided that Sublessor’s consent Landlord shall not be required for assignments to entities controlled by or under common control with Sublessee if Sublessee is not released from its obligations under this Sublease), or (ii) any Alterations to the Subleased Premises or any portion thereof, have all rights in accordance with the provisions respect of the Master Lease, Lease and the Premises as incorporated be referenced herein, but subject to the terms and conditions contained in Section 4.2 aboveset forth therein.

Incorporation of Master Lease. (a) Subject 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 accordance with which event the exceptionsterms of this Sublease shall control over the Master Lease. Therefore, qualifications and modifications set forth below and elsewhere for the purposes of incorporation in this Sublease, all the provisions of (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”, as set forth in Exhibit D hereto“Premises”, “Rent” or “Term” are hereby incorporated by reference and made a part of 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 extent that such provisions impose obligations or duties on Sublessor as tenant under the Master Lease and are incorporated by reference into Lease. Notwithstanding the terms of this Sublease, Sublessee does hereby expressly assume and agree with Sublessor to perform and to comply with such obligations and duties of Sublessor as tenant thereunder, as the same accrue on and after the Commencement Date, subject to the provisions of Sections 3.3 and 3.4 above. In the event of any conflict between any provision of the Master Lease incorporated herein and a provision contained in this Sublease, the provision contained in this Sublease shall prevail. (b) Except as otherwise expressly provided herein and except for those provisions that are not incorporated into this Sublease, the term “Landlord” (and similar terms) as used in the Master Lease shall mean “Sublessor” hereunder; the term “Tenant” (and similar terms) as used in the Master Lease shall mean “Sublessee” hereunder; the term “Premises” (and similar terms) as used in the Master Lease shall mean “Subleased Premises” hereunder; and the term “Lease” as used in the Master Lease shall mean this “Sublease”. (c) Sublessor shall have no obligation to operate or maintain (i) the Building or any other premises covered by the Master Lease, (ii) any common areas in the Building or any other premises covered by the Master Lease, or (iii) provide any Building services or utilities. With respect to all services to be performed or provided by Master Lessor under the Master Lease, Sublessor’s sole obligation shall be to exercise commercially reasonable efforts (without litigation or the threat thereof) to require Master Lessor to comply with its obligations to perform or provide such services under the Master Lease, including promptly notifying Master Lessor of its nonperformance if so requested by Sublessee in writing. (d) Notwithstanding anything to the contrary contained hereinforegoing, in no event shall Sublessor 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 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 default under this Sublease or liable to Sublessee for any failure Sublease. Any right of Master Lessor to perform its obligations Landlord under the Master Lease. Wherever Lease of access or inspection, any right of Landlord under the Master Lease requires to do work in the consent Premises and any right of Landlord under the landlord be obtainedMaster Lease in respect of rules and regulations, both Master Lessor’s consent and Sublessor’s consent which is incorporated herein by reference, shall be required deemed to inure to the benefit of Sublandlord, Landlord, and any other person intended to be benefitted by said provision, for the standard for such consent purpose of incorporation by Sublessor shall be a consent not unreasonably withheld or delayed. For the avoidance of doubt, Sublessee shall be required to obtain both Sublessor’s and Master Lessor’s consent for (i) any assignment or sub-subletting of the Subleased Premises (provided that Sublessor’s consent shall not be required for assignments to entities controlled by or under common control with Sublessee if Sublessee is not released from its obligations under reference in this Sublease), or (ii) any Alterations to the Subleased Premises or any portion thereof, in accordance with the provisions of the Master Lease, as incorporated be referenced herein, but subject to the terms and conditions contained in Section 4.2 above.

Incorporation of Master Lease. (a) Subject to Subtenant acknowledges that it has received and in accordance with reviewed the exceptionsMaster Lease, qualifications and modifications set forth below and elsewhere in the terms of the Master Lease are incorporated herein by this Sublease, all reference. All of the provisions of the Master Lease, as set forth in Exhibit D hereto, are hereby incorporated by reference and made a part Lease (except those expressly excluded pursuant to the provisions of this Sublease, and to the extent that such provisions impose obligations or duties on Sublessor as tenant under the Master Lease and are incorporated by reference into the terms of this Sublease, Sublessee does hereby expressly assume and agree with Sublessor to perform and to comply with such obligations and duties of Sublessor as tenant thereunder), as the same accrue on and after the Commencement Date, subject to the provisions of Sections 3.3 and 3.4 above. In the event of any conflict between any provision of the Master Lease incorporated herein and a provision contained in may be modified or supplemented by this Sublease, the provision contained in shall apply to this Sublease shall prevail.and the subtenancy hereby created, except that: (bi) Except except as this Sublease otherwise expressly provided herein and provides or the context otherwise dictates, in each instance, where the term “Tenant” is used in such provisions, the term “Subtenant” shall be substituted; (ii) except for those provisions that are not incorporated into as this SubleaseSublease otherwise provides or the context otherwise dictates, in each instance where the term “Landlord” (and similar terms) as used in the Master Lease shall mean “Sublessor” hereunder; is used, the term “TenantSublandlord” (and similar terms) as used in the Master Lease shall mean “Sublessee” hereunder; the term “Premises” (and similar terms) as used in the Master Lease shall mean “Subleased Premises” hereunder; and the term “Lease” as used in the Master Lease shall mean this “Sublease”. (c) Sublessor shall have no obligation to operate or maintain (i) the Building or any other premises covered by the Master Lease, (ii) any common areas in the Building or any other premises covered by the Master Lease, or (iii) provide any Building services or utilities. With respect to all services to be performed or provided by Master Lessor under the Master Lease, Sublessor’s sole obligation shall be to exercise commercially reasonable efforts (without litigation or the threat thereof) to require Master Lessor to comply with its obligations to perform or provide such services under the Master Leasesubstituted; provided, including promptly notifying Master Lessor of its nonperformance if so requested by Sublessee in writing. (d) Notwithstanding however, notwithstanding anything to the contrary contained herein, Sublandlord shall have no duty or obligation to Subtenant to perform any of the obligations of Master Landlord or Sublandlord under the Master Lease except (A) as otherwise expressly provided in no this Sublease, or (B) to maintain the Master Lease free from default by Sublandlord (in its capacity as Tenant under the Master Lease). Sublandlord agrees upon written request by Subtenant to act on Subtenant’s behalf with respect to the enforcement of any rights of Sublandlord under the Master Lease in the event of any default by Master Landlord under the Master Lease; provided, however, Sublandlord shall Sublessor not be deemed obligated to be incur any out-of-pocket costs or to initiate litigation in default connection therewith. Sublandlord agrees to allow Subtenant to commence litigation, if necessary, in Sublandlord’s name, to enforce Subtenant’s rights under this Sublease in which event Subtenant shall indemnify, protect, defend and hold Sublandlord harmless from and against all claims, demands, liabilities, losses, costs or liable to Sublessee for expenses (including reasonable attorneys’ fees) arising from such enforcement action(s) and Subtenant will not, without Sublandlord’s prior consent which consent shall not unreasonably be delayed, withheld or conditioned, settle any failure of Master Lessor to perform its such action(s) which would materially affect Sublandlord or Sublandlord’s rights or obligations under the Master LeaseLease or create any additional financial obligation on the part of Sublandlord. Wherever Notwithstanding anything to the contrary contained in this Sublease, Subtenant acknowledges and agrees that: (i) Sublandlord shall not be liable to Subtenant for any termination of the Master Lease requires the consent of the landlord be obtained, both Master Lessor’s consent and Sublessor’s consent shall be required and the standard for such consent by Sublessor shall be a consent not unreasonably withheld or delayed. For the avoidance of doubt, Sublessee shall be required to obtain both Sublessor’s and Master Lessor’s consent for (i) any assignment or sub-subletting of the Subleased Premises (provided that Sublessor’s consent shall not be required for assignments to entities controlled by or under common control with Sublessee if Sublessee which is not released from its obligations under this Sublease)the result of any action or failure to act of Sublandlord, or and (ii) any Alterations this Sublease is subordinate and subject to the Subleased Premises Master Lease and that, except as otherwise set forth in the Consent to Sublease of Master Landlord, any termination of the Master Lease may likewise terminate this Sublease without liability whatsoever to Sublandlord except that if such termination is the result of any action or any portion thereof, in accordance with failure to act of Sublandlord under the provisions terms of the Master Lease, then Sublandlord shall be liable to Subtenant as provided in Paragraph 18 of this Sublease; and (iii) in each instance, where the term “Premises” is used in such provisions, the term “Subleased Premises” shall be substituted. (iv) notwithstanding anything contained in this Sublease, the following provisions of the Master Lease shall not be incorporated in this Sublease and shall not be referenced hereindeemed obligations of Subtenant hereunder: Section 2 (“Demised Premises”); Section 3 (“Term”); Section 4 (“Tenant’s Plans and Specifications”); Section 5 (“Base Rent and Time of Payment”); Section 6 (“Additional Rent”); Section 9 (“Use”); Section 11 (“Assignment and Subletting”); Section 14A and B (“Default by Tenant or Landlord”); Section 15 (“Contractual Security Interest”); and Sections X, but subject to X, X, X, X, X, X, X, X, X, X, P and Q of Section 44 (“Additional Provisions”). If there is any conflict between the terms of this Sublease and conditions contained in Section 4.2 abovethe terms of the Master Lease, the terms of this Sublease shall control.

Incorporation of Master Lease. (a) Subject to and in accordance with the exceptionsexclusions, qualifications limitations and modifications set forth below and elsewhere in this Sublease, all the terms, covenants and conditions of the Master Lease are incorporated in this Sublease by reference so that, except to the extent that they are excluded, limited or otherwise modified by the provisions of this Sublease, each and every term, covenant and condition of the Master Lease binding on or inuring to the benefit of the Landlord thereunder shall, in respect of this Sublease, bind or inure to the benefit of Sublandlord, and each and every term, covenant and condition of the Master Lease binding or inuring to the benefit of the Tenant thereunder shall, in respect of this Sublease, bind or inure to the benefit of Subtenant, with the same force and effect as if such terms, covenants and conditions were completely set forth in this Sublease, and as if the words “Landlord” and “Tenant,” or words of similar import, wherever the same appear in the Master Lease, were construed to mean, respectively, “Sublandlord” and “Subtenant” in this Sublease, and as if the word “Lease,” or words of similar import, wherever the same appear in the Master Lease, were construed to mean this “Sublease.” Subtenant represents that it has examined, read and is thoroughly familiar with the terms, covenants and conditions of the Master Lease, as set forth in Exhibit D heretoand Subtenant accepts those terms, are hereby covenants and conditions and obligations thereof which have been incorporated by reference and made a part of this Sublease, and to the extent that such provisions impose obligations or duties on Sublessor as tenant under the Master Lease and are incorporated by reference into the terms of this Sublease, Sublessee does hereby expressly assume and agree with Sublessor to perform and to comply with such obligations and duties of Sublessor as tenant thereunder, as the same accrue on and after the Commencement Date, subject to the provisions of Sections 3.3 and 3.4 above. In the event of any conflict between any provision of the Master Lease incorporated herein and a provision contained in this Sublease, the provision contained in this Sublease shall prevailherein. (b) Except as otherwise expressly provided herein and except for those provisions that The following sections of the Master Lease are not incorporated into as a part of this SubleaseSublease and are expressly excluded herefrom (except insofar as the same may be referenced elsewhere in this Sublease for purposes of identification or definition of certain matters): 1.2 of the Summary of Basic Lease Information and Definitions, 1.6 of the term “Landlord” (Summary of Basic Lease Information and similar terms) as used in Definitions, 1.7 of the Master Summary of Basic Lease shall mean “Sublessor” hereunder; Information and Definitions, 1.8 of the term “Tenant” (Summary of Basic Lease Information and similar terms) as used in Definitions, 1.13 of the Master Summary of Basic Lease shall mean “Sublessee” hereunder; Information and Definitions, 1.15 of the term “Premises” (Summary of Basic Lease Information and similar terms) as used in Definitions, 1.18 of the Master Summary of Basic Lease shall mean “Subleased Premises” hereunder; Information and the term “Lease” as used in the Master Lease shall mean this “Sublease”. (c) Sublessor shall have no obligation to operate or maintain (i) the Building or any other premises covered by the Master LeaseDefinitions, (ii) any common areas in the Building or any other premises covered by the Master Lease2.1, or (iii) provide any Building services or utilities. With respect to all services to be performed or provided by Master Lessor under the Master Lease2.2, Sublessor’s sole obligation shall be to exercise commercially reasonable efforts (without litigation or the threat thereof) to require Master Lessor to comply with its obligations to perform or provide such services under the Master Lease2.3, including promptly notifying Master Lessor of its nonperformance if so requested by Sublessee in writing. 3.1, 6.3 (d) Notwithstanding anything to the contrary contained herein, in no event shall Sublessor be deemed to be in default under this Sublease or liable to Sublessee for any failure of Master Lessor to perform its obligations under the Master Lease. Wherever the Master Lease requires the consent of the landlord be obtained, both Master Lessor’s consent and Sublessor’s consent shall be required and the standard for such consent by Sublessor shall be a consent not unreasonably withheld or delayed. For the avoidance of doubt, Sublessee shall be required to obtain both Sublessor’s and Master Lessor’s consent for (i) any assignment or sub-subletting of the Subleased Premises (provided that Sublessor’s consent shall not be required for assignments to entities controlled by or under common control with Sublessee if Sublessee is not released from its obligations under this Sublease), or (ii) any Alterations to the Subleased Premises or any portion thereof6.4, in accordance with the provisions of the Master Lease, as incorporated be referenced herein, but subject to the terms and conditions contained in Section 4.2 above.9.2,

Incorporation of Master Lease. (a) Subject to and in accordance Insofar as the provisions of the Master Lease do not conflict with the exceptions, qualifications and modifications set forth below and elsewhere in specific provisions of this Sublease, such provisions (except for the Excluded Provisions listed in Section 5.8 below) are incorporated by this reference into this Sublease as fully as if completely restated in this Section. Subject to the preceding sentence, Subtenant shall be bound by all the provisions of the Master LeaseLease pertaining to the Subleased Premises and shall perform all of the obligations and responsibilities Sublandlord is obligated to perform pursuant to the Master Lease from and after the Sublease Commencement Date pertaining to the Subleased Premises. Therefore, as set forth in Exhibit D hereto, are hereby incorporated by reference and made a part for the purposes of this Sublease, and to the extent that such provisions impose obligations or duties on Sublessor as tenant under the Master Lease and are incorporated by reference into the terms of this Sublease, Sublessee does hereby expressly assume and agree with Sublessor to perform and to comply with such obligations and duties of Sublessor as tenant thereunder, as the same accrue on and after the Commencement Date, subject to the provisions of Sections 3.3 and 3.4 above. In the event of any conflict between any provision of the Master Lease incorporated herein and a provision contained in this Sublease, the provision contained in this Sublease shall prevail. (b) Except as otherwise expressly provided herein and except for those provisions that are not incorporated into this Sublease, the term “Landlord” (and similar terms) as used wherever in the Master Lease the word “Landlord” is used, it shall mean “Sublessor” hereunder; the term “Tenant” (Sublandlord, and similar terms) as used wherever in the Master Lease the word “Tenant” is used, it shall mean “Sublessee” hereunder; the term “Premises” (Subtenant, and similar terms) as used wherever in the Master Lease the words “Premises” are used, it shall mean “the Subleased Premises; provided, however, the word “Landlord” hereunder; and the term “Lease” as used shall mean Master Landlord, not Sublandlord, in: (A) any provisions in the Master Lease shall mean this “Sublease”. (c) Sublessor shall have no obligation relating to operate or maintain (i) the Building or any other premises covered by the Master LeaseLandlord’s representations, (ii) any common areas in the Building or any other premises covered by the Master Leasewarranties, or (iii) provide any Building services or utilities. With respect to all services to be performed or provided by Master Lessor under the Master Lease, Sublessor’s sole obligation shall be to exercise commercially reasonable efforts (without litigation or the threat thereof) to require Master Lessor to comply with its obligations to perform or provide such services under the Master Lease, including promptly notifying Master Lessor of its nonperformance if so requested by Sublessee in writing. (d) Notwithstanding anything relating to the contrary contained herein, in no event shall Sublessor be deemed to be in default under this Sublease or liable to Sublessee for any failure of Master Lessor to perform its obligations under the Master Lease. Wherever the Master Lease requires the consent of the landlord be obtained, both Master Lessor’s consent and Sublessor’s consent shall be required and the standard for such consent by Sublessor shall be a consent not unreasonably withheld or delayed. For the avoidance of doubt, Sublessee shall be required to obtain both Sublessor’s and Master Lessor’s consent for (i) any assignment or sub-subletting compliance of the Subleased Premises (provided that Sublessor’s consent shall not be required for assignments to entities controlled by or under common control portions thereof) with Sublessee if Sublessee is not released from its obligations under this Subleaseany Laws (as defined below), or any repairs, restorations, replacements, maintenance, or alterations obligations on the part of Master Landlord relating thereto; and (iiB) any Alterations 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 any portion thereof, in accordance with other obligations on the provisions part of the Master Lease, as incorporated be referenced herein, but subject to the terms and conditions contained in Section 4.2 aboveLandlord relating thereto.

Incorporation of Master Lease. (a) Subject This Sublease is subject to and in accordance with the exceptionsmade upon all obligations, qualifications terms, covenants and modifications set forth below and elsewhere in this Sublease, all the provisions conditions of the Master Lease, with the same force and effect as if fully set forth in Exhibit D heretoherein at length, are hereby incorporated by reference except as otherwise specifically provided herein. All the terms, covenants and made a part of this Sublease, and conditions which Sublessor is bound to the extent that such provisions impose obligations or duties on Sublessor as tenant comply with under the Master Lease as lessee thereunder shall, to the extent only that they apply to the Premises and are incorporated except as otherwise provided herein, be binding upon the Sublessee. It is the intention of the parties that, except as otherwise provided in this Sublease, the relationship between Sublessor and Sublessee shall be governed by reference into the language of the various articles of the Master Lease as if they had been typed out herein in full (specifically excluding 1A, IC, 21, 23, 28, 33 and 36 and Exhibit “C” Exhibit “D” and Exhibit “F”, and any other article which by its nature should be excluded to be consistent with the terms of this Sublease), Sublessee does hereby expressly assume and agree with Sublessor to perform and to comply with such obligations and duties of Sublessor as tenant thereunder, as the same accrue on and after the Commencement Date, subject to the provisions of Sections 3.3 and 3.4 above. In the event of any conflict between any provision of the Master Lease incorporated herein and a provision contained in this Sublease, the provision contained in this Sublease shall prevail. (b) Except as otherwise expressly provided herein and except for those provisions that are not incorporated into this Sublease, the term terms “Landlord” (and similar terms) as used in the Master Lease shall mean “Sublessor” hereunder; the term ”, “Tenant” (and similar terms) as used in the Master Lease shall mean “Sublessee” hereunder; the term “Premises” (and similar terms) as used in the Master Lease shall mean “Subleased Premises” hereunder; and the term “Lease” as used in the Master Lease shall mean this read, respectively, “Sublessor”, “Sublessee” and “Sublease”. (c) Sublessor shall have no obligation to operate or maintain (i) . Notwithstanding the Building or foregoing, if any other premises covered by the Master Lease, (ii) any common areas in the Building or any other premises covered by the Master Lease, or (iii) provide any Building services or utilities. With respect to all services to be performed or provided by Master Lessor under the Master Lease, Sublessor’s sole obligation shall be to exercise commercially reasonable efforts (without litigation or the threat thereof) to require Master Lessor to comply with its obligations to perform or provide such services under the Master Lease, including promptly notifying Master Lessor provision of its nonperformance if so requested by Sublessee in writing. (d) Notwithstanding anything to the contrary contained herein, in no event shall Sublessor be deemed to be in default under this Sublease or liable to Sublessee for any failure of Master Lessor to perform its obligations under the Master Lease. Wherever the Master Lease requires the consent of the landlord be obtained, both Master Lessor’s consent and Sublessor’s consent shall be required and the standard for such consent by Sublessor shall be a consent not unreasonably withheld or delayed. For the avoidance of doubt, Sublessee shall be required to obtain both Sublessor’s and Master Lessor’s consent for (i) any assignment or sub-subletting of the Subleased Premises (provided that Sublessor’s consent shall not be required for assignments to entities controlled by or under common control with Sublessee if Sublessee is not released from its obligations under this Sublease), or (ii) any Alterations to the Subleased Premises or any portion thereof, interpreted in accordance with the provisions preceding sentence conflicts with a term contained in this Sublease, the term contained in this Sublease shall control. Sublessee represents and warrants that it will introduce no Hazardous Substances to the Premises except for such cleaning and office supplies as may be permitted by law in the quantities as are permitted by law. Sublessee shall have no responsibility for Sublessor’s default or for curing defaults related to the Premises that exist as of the Master LeaseCommencement Date, as incorporated be referenced herein, but subject to the terms and conditions contained in Section 4.2 aboveSublessor shall immediately cure any such defaults.

Incorporation of Master Lease. Section 4.01. This Sublease is made upon the terms and conditions set forth in, and is subject and subordinate to (i) the Master Lease and (ii) any mortgages and ground leases which now or hereafter may be superior to the Master Lease. A copy of the Master Lease has been delivered to the Sublessee and the Sublessee hereby acknowledges that it has received, read and examined the Master Lease and is fully familiar with all of its terms, covenants and provisions. Section 4.02. The Sublessor hereby warrants and represents that the Master Lease is in full force and effect and that the Sublessor, subject to such consents as are required under the Master Lease, is authorized and empowered to enter into this Sublease. Section 4.03. Except as hereinafter provided in Section 4.05 of this Sublease, the Sublessor and the Sublessee hereby agree that this Sublease shall incorporate, and there is hereby incorporated into this Sublease, all of the terms, covenants, conditions and provisions of the Master Lease with the same force and effect as if such terms, covenants, conditions and provisions were set forth herein in full as part of a direct lease from the Sublessor to the Sublessee, and for the purposes of this incorporation, (a) Subject the term "Tenant" in the Master Lease means the Sublessee, (b)the term "Landlord" in the Master Lease means the Sublessor, subject, however, to and in accordance with the exceptions, qualifications and modifications limitations set forth below in Section 4.05(e) and elsewhere in this Sublease, all (c) the provisions of the Master Lease, as set forth term "Demised Premises" in Exhibit D hereto, are hereby incorporated by reference and made a part of this Sublease, and to the extent that such provisions impose obligations or duties on Sublessor as tenant under the Master Lease means the Subleased Premises and are incorporated by reference into (d) the terms of this Sublease, Sublessee does hereby expressly assume and agree with Sublessor to perform and to comply with such obligations and duties of Sublessor as tenant thereunder, as term "Expiration Date" in the same accrue on and after Master Lease means the Commencement Sublease Expiration Date, subject to the provisions of Sections 3.3 and 3.4 above. In the event of any conflict inconsistency between any provision of the Master Lease incorporated herein and a provision contained in the specific provisions of this Sublease, the provision contained in specific provisions of this Sublease shall prevailgovern. (b) Except as otherwise expressly provided herein and except for those provisions that are not incorporated into this Sublease, the term “Landlord” (and similar terms) as used in the Master Lease shall mean “Sublessor” hereunder; the term “Tenant” (and similar terms) as used in the Master Lease shall mean “Sublessee” hereunder; the term “Premises” (and similar terms) as used in the Master Lease shall mean “Subleased Premises” hereunder; and the term “Lease” as used in the Master Lease shall mean this “Sublease”. (c) Sublessor shall have no obligation to operate or maintain (i) the Building or any other premises covered by the Master Lease, (ii) any common areas in the Building or any other premises covered by the Master Lease, or (iii) provide any Building services or utilities. With respect to all services to be performed or provided by Master Lessor under the Master Lease, Sublessor’s sole obligation shall be to exercise commercially reasonable efforts (without litigation or the threat thereof) to require Master Lessor to comply with its obligations to perform or provide such services under the Master Lease, including promptly notifying Master Lessor of its nonperformance if so requested by Sublessee in writing. (d) Notwithstanding anything to the contrary contained herein, in no event shall Sublessor be deemed to be in default under this Sublease or liable to Sublessee for any failure of Master Lessor to perform its obligations under the Master Lease. Wherever the Master Lease requires the consent of the landlord be obtained, both Master Lessor’s consent and Sublessor’s consent shall be required and the standard for such consent by Sublessor shall be a consent not unreasonably withheld or delayed. For the avoidance of doubt, Sublessee shall be required to obtain both Sublessor’s and Master Lessor’s consent for (i) any assignment or sub-subletting of the Subleased Premises (provided that Sublessor’s consent shall not be required for assignments to entities controlled by or under common control with Sublessee if Sublessee is not released from its obligations under this Sublease), or (ii) any Alterations to the Subleased Premises or any portion thereof, in accordance with the provisions of the Master Lease, as incorporated be referenced herein, but subject to the terms and conditions contained in Section 4.2 above.

Incorporation of Master Lease. (a) Subject to and in accordance with To the exceptions, qualifications and modifications set forth below and elsewhere in this Sublease, all the provisions of the Master Lease, as set forth in Exhibit D hereto, are hereby incorporated by reference and made a part of this Sublease, and extent applicable to the extent that such provisions impose obligations or duties on Sublessor as tenant under ----------------------------- Sublease Premises, the Master Lease is incorporated into this Sublease in 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 are incorporated by reference into Exhibit B to, the terms 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, Sublessee does hereby Sublease expressly assume and agree conflicts with Sublessor to perform and to comply with such obligations and duties of Sublessor as tenant thereunder, as the same accrue on and after the Commencement Date, subject to the provisions of Sections 3.3 and 3.4 above. In the event of any conflict between any provision of the Master Lease as incorporated herein and a provision contained in this Subleaseherein, the provision contained in terms of this Sublease shall prevail. (b) Except as otherwise expressly provided herein govern. Sublessee shall assume and except perform for those provisions that are not incorporated into this Sublease, the term “Landlord” (benefit of Sublessor and similar terms) as used in Master Landlord the Master Lease shall mean “Sublessor” hereunder; the term “Tenant” (and similar terms) as used in the Master Lease shall mean “Sublessee” hereunder; the term “Premises” (and similar terms) as used in the Master Lease shall mean “Subleased Premises” hereunder; and the term “Lease” as used in the Master Lease shall mean this “Sublease”. (c) Sublessor shall have no obligation to operate or maintain (i) the Building or any other premises covered by the Master Lease, (ii) any common areas in the Building or any other premises covered by the Master Lease, or (iii) provide any Building services or utilities. With respect to all services to be performed or provided by Master Lessor under the Master Lease, Sublessor’s sole obligation shall be to exercise commercially reasonable efforts (without litigation or the threat thereof) to require Master Lessor to comply with its obligations to perform or provide such services under the Master Lease, including promptly notifying Master Lessor of its nonperformance if so requested by Sublessee in writing. (d) Notwithstanding anything to the contrary contained herein, in no event shall Sublessor be deemed to be in default under this Sublease or liable to Sublessee for any failure of Master Lessor to perform its 's obligations under the Master LeaseLease provisions incorporated herein to the extent that the provisions are applicable to the Sublease Premises. Wherever Whenever the Master Lease requires the approval or consent of the landlord be obtained, both Master Lessor’s consent and Sublessor’s consent shall be required and the standard for such consent by Sublessor shall be a consent not unreasonably withheld or delayed. For the avoidance of doubtLandlord, Sublessee shall be required to obtain the approval or consent of both Sublessor’s Sublessor and Master Lessor’s Landlord. 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 case may be, the same to both Master Landlord and Sublessor. In any such instance, 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 for (i) to any assignment 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 sub-subletting permit to be done anything which would constitute a violation or breach of any of the Subleased Premises (provided that Sublessor’s consent shall not be required for assignments to entities controlled by terms or under common control with Sublessee if Sublessee is not released from its obligations under this Sublease), or (ii) any Alterations to the Subleased Premises or any portion thereof, in accordance with the provisions conditions of the Master Lease, as incorporated or which would cause the Master Lease to be referenced herein, but subject to the terms and conditions contained in Section 4.2 aboveterminated or forfeited.

Incorporation of Master Lease. (a) Subject to All of the terms and in accordance with the exceptions, qualifications and modifications set forth below and elsewhere in this Sublease, all the provisions of the Master Lease, except as set forth provided in Exhibit D heretosubsection (b) below, are hereby incorporated by reference into and made a part of this Sublease, and to the extent that such provisions impose rights and obligations or duties on Sublessor as tenant of the parties under the Master Lease and are incorporated by reference into hereby imposed upon the terms of this Sublease, Sublessee does hereby expressly assume and agree parties hereto with Sublessor to perform and to comply with such obligations and duties of Sublessor as tenant thereunder, as the same accrue on and after the Commencement Date, subject respect to the provisions of Sections 3.3 and 3.4 above. In Sublease Premises, the event of any conflict between any provision of Sublandlord being substituted for the Landlord in the Master Lease, the Subtenant being substituted for the Tenant in the Master Lease incorporated herein and a provision contained in this Subleaseprovided, the provision contained in this Sublease shall prevail. (b) Except as otherwise expressly provided herein and except for those provisions however, that are not incorporated into this Sublease, the term “Landlord” in the following sections of the Master Lease (i) shall mean Master Landlord, not Sublandlord: Article 13 (with respect to the obligation to rebuild the Building), and similar termsArticle 26(a); and (ii) as used 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 “SublessorCommencement Date,” hereunderthe same shall mean the Commencement Date or Expansion Space Commencement Date, as applicable, as defined herein; and where reference is made to the term “TenantLease,” (and similar terms) as used in the same shall mean this Sublease. The parties specifically agree that any provisions relating to any construction obligations of “Landlord” under the Master Lease shall mean “Sublessee” hereunder; the term “Premises” (and similar terms) as used in the Master Lease shall mean “Subleased Premises” hereunder; and the term “Lease” as used in the Master Lease shall mean this “Sublease”. (c) Sublessor shall have no obligation to operate or maintain (i) the Building or any other premises covered by the Master Lease, (ii) any common areas in the Building or any other premises covered by the Master Lease, or (iii) provide any Building services or utilities. With with respect to all services construction that occurred or was to have occurred prior to the Commencement Date hereof, are hereby deleted. Sublandlord shall not be performed or provided liable to Subtenant for any failure by Master Lessor Landlord to perform its obligations under the Master Lease, Sublessor’s sole obligation nor shall be to exercise such failure by Master Landlord excuse performance by Subtenant of its obligations hereunder; provided, however, that Sublandlord shall use its commercially reasonable efforts (without litigation or the threat thereof) to require cause Master Lessor to comply with its obligations to perform or provide such services under the Master Lease, including promptly notifying Master Lessor of its nonperformance if so requested by Sublessee in writing. (d) Notwithstanding anything to the contrary contained herein, in no event shall Sublessor be deemed to be in default under this Sublease or liable to Sublessee for any failure of Master Lessor Landlord to perform its obligations under the Master Lease. Wherever Anything in the Master Lease requires to the consent contrary notwithstanding, no personal liability shall at any time be asserted or enforceable against Sublandlord’s stockholders, directors, officers or partners on account of the landlord be obtained, both Master Lessorany of Sublandlord’s consent and Sublessor’s consent shall be required and the standard for such consent by Sublessor shall be a consent not unreasonably withheld obligations or delayed. For the avoidance of doubt, Sublessee shall be required to obtain both Sublessor’s and Master Lessor’s consent for (i) any assignment or sub-subletting of the Subleased Premises (provided that Sublessor’s consent shall not be required for assignments to entities controlled by or under common control with Sublessee if Sublessee is not released from its obligations actions under this Sublease. (b) The following sections of the Master Lease are not incorporated herein: 1.1, 1.2(d), or 1.2(e), 1.2(f), 1.3, 4.1, 5.1, 6.2, 6.3, 8.1, 8.4 (iiexcept those provisions specifying notice and consent requirements of Master Landlord), Article 9, Article 10, Article 15, Article 22, Article 23, Article 24, Article 31, the first sentence of Article 32.1, the first sentence of Article 32.3, Article 34, 32.6; and Sections 1, 2, 3, 5, 6 and 7 of the letter agreement dated December 30, 1998. (c) any Alterations Subtenant hereby assumes and agrees to perform for Sublandlord’s benefit, during the term of this Sublease, all of Sublandlord’s obligations with respect to the Subleased Premises under the Master Lease, except as otherwise provided herein. Subtenant shall not commit or permit to be committed any portion thereof, in accordance with the provisions act or omission which violates any term or condition of the Master Lease, as incorporated be referenced . Notwithstanding anything to the contrary contained herein, but this Sublease shall be subject and subordinate to all of the terms of the Master Lease and conditions contained Master Landlord shall have all rights in Section 4.2 aboverespect of the Master Lease and the Premises as set forth therein.

Incorporation of Master Lease. (a) Subject to and in accordance with the exceptions, qualifications and modifications set forth below and elsewhere in this SubleaseExcept as otherwise provided herein, all of the terms and provisions of the Master Lease, as set forth in Exhibit D hereto, Lease are hereby incorporated by reference into and made a part of this Sublease, Sublease and to the extent that such provisions impose rights and obligations or duties on Sublessor as tenant of the parties under the Master Lease and are incorporated by reference into hereby imposed upon the terms of this Sublease, Sublessee does hereby expressly assume and agree parties hereto with Sublessor to perform and to comply with such obligations and duties of Sublessor as tenant thereunder, as the same accrue on and after the Commencement Date, subject respect to the provisions of Sections 3.3 and 3.4 above. In the event of any conflict between any provision of the Master Lease incorporated herein and a provision contained in this SubleaseSubleased Premises, the provision contained Sublessor being substituted for the "Landlord" in this Sublease shall prevail. (b) Except as otherwise expressly provided herein and except for those provisions that are not incorporated into this Sublease, the term “Landlord” (and similar terms) as used in the Master Lease shall mean “Sublessor” hereunder; the term “Tenant” (and similar terms) as used in the Master Lease shall mean “Sublessee” hereunder; the term “Premises” (and similar terms) as used in the Master Lease shall mean “Subleased Premises” hereunder; and the term “Lease” as used in the Master Lease shall mean this “Sublease”. (c) Sublessor shall have no obligation to operate or maintain (i) the Building or any other premises covered by the Master Lease, (ii) any common areas the Sublessee being substituted for the "Tenant'" in the Building or any other premises covered by the Master Lease, or (iii) provide and this Sublease being substituted for the "Lease" in the Master Lease. The parties specifically agree that any Building services or utilities. With respect provisions relating to all services to be performed or provided by Master Lessor any construction obligations of "Landlord" under the Master Lease, Sublessor’s sole obligation shall be Lease with respect to exercise commercially reasonable efforts (without litigation construction that occurred or the threat thereof) was to require Master Lessor to comply with its obligations to perform or provide such services under the Master Lease, including promptly notifying Master Lessor of its nonperformance if so requested by Sublessee in writing. (d) Notwithstanding anything have occurred prior to the contrary contained hereinCommencement Date hereof, in no event are hereby deleted. Sublessor shall Sublessor not be deemed to be in default under this Sublease or liable to Sublessee for any failure of by Master Lessor to perform its obligations under the Master Lease, nor shall such failure by Master Lessor excuse performance by. Wherever Sublessee of its obligations hereunder. Notwithstanding anything in the Master Lease requires to the consent contrary, no personal liability shall at any time be asserted or enforceable against any other assets of the landlord be obtainedSublessor or against Sublessor's stockholders, both Master Lessor’s consent and directors, officers or partners on account of any of Sublessor’s consent shall be required and the standard for such consent by Sublessor shall be a consent not unreasonably withheld 's obligations or delayed. For the avoidance of doubt, Sublessee shall be required to obtain both Sublessor’s and Master Lessor’s consent for (i) any assignment or sub-subletting of the Subleased Premises (provided that Sublessor’s consent shall not be required for assignments to entities controlled by or under common control with Sublessee if Sublessee is not released from its obligations actions under this Sublease). (b) Sublessee hereby agrees to indemnify and hold harmless Sublessor from and against any and all claims, or liabilities, losses, damages and expenses (ii) any Alterations to the Subleased Premises or any portion thereof, in accordance with the provisions of the Master Lease, as incorporated be referenced herein, but subject to the terms and conditions contained in Section 4.2 above.including reasonable

Incorporation of Master Lease. (a) Subject to and in accordance with the exceptions, qualifications and modifications set forth below and elsewhere in this SubleaseExcept as otherwise provided herein, all of the terms and provisions of the Master Lease, as set forth in Exhibit D hereto, Lease are hereby incorporated by reference into and made a part of this Sublease, Sublease and to the extent that such provisions impose rights and obligations or duties on Sublessor as tenant of the parties under the Master Lease and are incorporated by reference into hereby imposed upon the terms of this Sublease, Sublessee does hereby expressly assume and agree parties hereto with Sublessor to perform and to comply with such obligations and duties of Sublessor as tenant thereunder, as the same accrue on and after the Commencement Date, subject respect to the provisions of Sections 3.3 and 3.4 above. In the event of any conflict between any provision of the Master Lease incorporated herein and a provision contained in this SubleaseSubleased Premises, the provision contained Sublessor being substituted for the "Landlord" in this Sublease shall prevail. (b) Except as otherwise expressly provided herein and except for those provisions that are not incorporated into this Sublease, the term “Landlord” (and similar terms) as used in the Master Lease shall mean “Sublessor” hereunder; the term “Tenant” (and similar terms) as used in the Master Lease shall mean “Sublessee” hereunder; the term “Premises” (and similar terms) as used in the Master Lease shall mean “Subleased Premises” hereunder; and the term “Lease” as used in the Master Lease shall mean this “Sublease”. (c) Sublessor shall have no obligation to operate or maintain (i) the Building or any other premises covered by the Master Lease, (ii) any common areas the Sublessee being substituted for the "Tenant" in the Building or any other premises covered by the Master Lease, or (iii) provide and this Sublease being substituted for the "Lease" in the Master Lease. The parties specifically agree that any Building services or utilities. With respect provisions relating to all services to be performed or provided by Master Lessor any construction obligations of "Landlord" under the Master Lease, Sublessor’s sole obligation shall be Lease with respect to exercise commercially reasonable efforts (without litigation construction that occurred or the threat thereof) was to require Master Lessor to comply with its obligations to perform or provide such services under the Master Lease, including promptly notifying Master Lessor of its nonperformance if so requested by Sublessee in writing. (d) Notwithstanding anything have occurred prior to the contrary contained hereinCommencement Date hereof, in no event are hereby deleted. Sublessor shall Sublessor not be deemed to be in default under this Sublease or liable to Sublessee for any failure of by Master Lessor to perform its obligations under the Master Lease, nor shall such failure by Master Lessor excuse performance by Sublessee of its obligations hereunder. Wherever Notwithstanding anything in the Master Lease requires to the consent contrary, the liability of Sublessor for its obligations under this Sublease is limited solely to Sublessor's interest in the landlord Master Lease, and no personal liability shall at any time be obtainedasserted or enforceable against any other assets of Sublessor or against Sublessor's stockholders, both Master Lessor’s consent directors, officers or partners on account of any of Sublessor's obligations or actions under this Sublease. (b) Sublessee hereby agrees to indemnify and Sublessor’s consent shall be required hold harmless Sublessor from and the standard for such consent against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) incurred by Sublessor shall be a consent not unreasonably withheld arising out of, from or delayed. For the avoidance of doubt, Sublessee shall be required to obtain both Sublessor’s and Master Lessor’s consent for in connection with (i) any assignment the use or sub-subletting occupancy of the Subleased Premises by Sublessee, (provided that Sublessor’s consent shall not be required for assignments to entities controlled ii) any breach or default by or under common control with Sublessee if Sublessee is not released from its obligations under this Sublease), or (iii) the failure of Sublessee to perform any obligation under the terms and provisions of the Master Lease assumed by Sublessee hereunder or required to be performed by Sublessee as provided herein, from and after the Commencement Date of this Sublease. (c) Sublessor hereby agrees to indemnify and hold harmless Sublessee from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) incurred by Sublessee arising out of, from or in connection with (i) Sublessor's breach or default of any provision of this Sublease or any provisions of the Master Lease not assumed by Sublessee hereunder, or (ii) any Alterations to acts or omissions of Sublessor under the Master Lease in connection with the Subleased Premises or any portion thereof, in accordance with the provisions of the Master Lease, as incorporated be referenced herein, but subject prior to the terms Commencement Date of this Sublease. (d) Within thirty (30) days after (i) full execution and conditions contained delivery of this Sublease, and (ii) Master Lessor's consent to this Sublease has been obtained, Sublessee shall deliver to Sublessor a certificate of insurance evidencing that Sublessor and Master Lessor are named as additional insured on the policy of liability insurance Sublessee shall maintain respecting the Subleased Premises in Section 4.2 abovethe amount of $1,000,000. (e) Sublessee shall not, without the prior written consent of Sublessor and Master Lessor, assign or sublease the Sublease Premises.

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 (a) Subject 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 in accordance “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 exceptions, qualifications and modifications provisions set forth below herein, shall be the complete terms and elsewhere 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, as set forth in Exhibit D hereto, are hereby incorporated by reference and made a part of this Subleaseexcept for obligations which have been delegated to Sublessee hereunder, and shall use Sublessor's diligent good faith efforts to the extent that such provisions impose cause Master Landlord to perform its obligations or duties on Sublessor as tenant 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 are incorporated by reference into repair responsibilities and the terms obligation to maintain property insurance pursuant to the Master Lease) and Sublessee agrees to look solely to Master Landlord for the performance of this Sublease, Sublessee does hereby expressly assume and agree with Sublessor to perform and to comply with such obligations and duties or services. Provided that Sublessor has performed all obligations required of Sublessor as tenant thereunder, as Tenant under the same accrue on and after the Commencement Date, subject Master Lease (except to the provisions 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 Sections 3.3 and 3.4 aboveits obligations under this Sublease. In the event of any conflict between any provision term of the Master Lease incorporated herein into this Sublease and a any other provision contained in of this Sublease, the provision contained in this Sublease latter shall prevailcontrol. (b) Except as otherwise expressly provided herein and except for those provisions that are not incorporated into this Sublease, the term “Landlord” (and similar terms) as used in the Master Lease shall mean “Sublessor” hereunder; the term “Tenant” (and similar terms) as used in the Master Lease shall mean “Sublessee” hereunder; the term “Premises” (and similar terms) as used in the Master Lease shall mean “Subleased Premises” hereunder; and the term “Lease” as used in the Master Lease shall mean this “Sublease”. (c) Sublessor shall have no obligation to operate or maintain (i) the Building or any other premises covered by the Master Lease, (ii) any common areas in the Building or any other premises covered by the Master Lease, or (iii) provide any Building services or utilities. With respect to all services to be performed or provided by Master Lessor under the Master Lease, Sublessor’s sole obligation shall be to exercise commercially reasonable efforts (without litigation or the threat thereof) to require Master Lessor to comply with its obligations to perform or provide such services under the Master Lease, including promptly notifying Master Lessor of its nonperformance if so requested by Sublessee in writing. (d) Notwithstanding anything to the contrary contained herein, in no event shall Sublessor be deemed to be in default under this Sublease or liable to Sublessee for any failure of Master Lessor to perform its obligations under the Master Lease. Wherever the Master Lease requires the consent of the landlord be obtained, both Master Lessor’s consent and Sublessor’s consent shall be required and the standard for such consent by Sublessor shall be a consent not unreasonably withheld or delayed. For the avoidance of doubt, Sublessee shall be required to obtain both Sublessor’s and Master Lessor’s consent for (i) any assignment or sub-subletting of the Subleased Premises (provided that Sublessor’s consent shall not be required for assignments to entities controlled by or under common control with Sublessee if Sublessee is not released from its obligations under this Sublease), or (ii) any Alterations to the Subleased Premises or any portion thereof, in accordance with the provisions of the Master Lease, as incorporated be referenced herein, but subject to the terms and conditions contained in Section 4.2 above.