Common use of Incorporation of Prime Lease Clause in Contracts

Incorporation of Prime Lease. Except for sections inconsistent with the agreements and understandings expressed in this Sublease or applicable only to Landlord and Sublessor as the original parties to the Prime Lease, the terms, provisions, covenants, and conditions of the Prime Lease are hereby incorporated herein by reference as the same relate only to the Subleased Premises, on the following understandings: a. In any case where Landlord reserves rights and remedies pursuant to the Prime Lease, said rights and remedies shall inure to the benefit of Sublessor as well as to Landlord; b. With respect to work, services, repairs, repainting and restoration, or the performance of other obligations required of Landlord under the Prime Lease, Sublessor’s obligation with respect thereto shall be to request the same of Landlord upon request in writing by Sublessee and to use reasonable diligence to obtain the same from Landlord; [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. c. In any instance where the consent of Landlord is required to any act or omission, Sublessor shall not be required to give such consent unless and until Landlord also has given its consent in writing; and d. Sublessee shall perform and comply with the terms, provisions, covenants and conditions of the Prime Lease to the extent applicable to the Subleased Premises and this Sublease, and Sublessee shall not do or suffer to permit anything to be done that would result in a default under or cause the Prime Lease to be terminated or forfeited, including, but not limited to, the Applicable Requirements.

Incorporation of Prime Lease. Except for sections inconsistent This Sublease Agreement is subject to all of the terms of the Prime Lease with the agreements same force and understandings expressed effect as if each provision of the Prime Lease were included in this Sublease or applicable Sublease, excepting as otherwise provided herein. Tenant covenants that it has provided Subtenant a full and complete copy of the Prime Lease. All of the terms which Tenant is bound to comply with under the Prime Lease shall, to the extent only that they apply to the Premises and except as otherwise provided herein, be binding upon Subtenant. All of the obligations of Landlord and Sublessor as set forth in the original parties Prime Lease shall, to the extent that they apply to the Premises, inure to Subtenant's benefit provided, however, that this shall not be construed to establish any direct obligations on the part of the Landlord to Subtenant under the terms of the Prime Lease, nor any direct obligation on the termspart of Subtenant to Landlord. It is the intention of the parties that, provisionsexcept as otherwise provided in this Sublease, covenants, the relationship between Tenant and conditions Subtenant shall be governed by the language of the various sections and the covenants of the Prime Lease are hereby incorporated herein by reference as if those sections were included in this Sublease in full, and the same relate only to the Subleased Premiseswords "Landlord", on the following understandings: a. In any case where Landlord reserves rights "Tenant" and remedies pursuant to "Lease" as used in the Prime Lease, said rights shall refer to, respectively, "Tenant", "Subtenant" and remedies shall inure to "Sublease". To the benefit of Sublessor as well as to Landlord; b. With respect to work, services, repairs, repainting and restoration, or the performance of other obligations required of Landlord under the Prime Lease, Sublessor’s obligation with respect thereto shall be to request the same of Landlord upon request in writing by Sublessee and to use reasonable diligence to obtain the same from Landlord; [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. c. In any instance where the consent of Landlord extent that action is required by the Landlord to any act or omission, Sublessor shall not be required to give such consent unless and until Landlord also has given its consent in writing; and d. Sublessee shall perform and comply with effect the terms, provisions, covenants and conditions terms of the Prime Lease to the extent applicable to the Subleased Premises and this or Sublease, Tenant agrees to assist Subtenant and Sublessee shall not do or suffer use its best efforts to permit anything to be done that would result effect such action on the part of Landlord in a default under or cause the Prime Lease to be terminated or forfeited, including, but not limited to, the Applicable Requirementscommercially reasonable manner.

Incorporation of Prime Lease. Except for sections inconsistent with the agreements and understandings Understandings expressed in this Sublease or are applicable only to Landlord and Sublessor as the original parties to the Prime Lease, the terms, provisions, covenants, and conditions of the Prime Lease are hereby incorporated herein by reference as the same relate only to the Additional Subleased Premises, on the following understandings: a. In any case where Landlord reserves rights and remedies pursuant to the Prime Lease, said rights and remedies shall inure to the benefit of Sublessor as well as to Landlord; b. With respect to work, services, repairs, repainting and restoration, or the performance of other obligations required of Landlord under the Prime Lease, Sublessor’s obligation with respect thereto shall be to request the same of Landlord upon request in writing by Sublessee and to use reasonable diligence to obtain the same from Landlord; [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. c. In any instance where the consent of Landlord is required to any act or omission, Sublessor shall not be required to give such consent unless and until Landlord also has given its consent in writing; and d. Sublessee shall perform and comply with the terms, provisions, covenants and conditions of the Prime Lease to the extent applicable to the Additional Subleased Premises and this Sublease, and Sublessee shall not do or suffer to permit anything to be done that would result in a default under or cause the Prime Lease to be terminated or forfeited, including, but not limited to, the Applicable Requirements.

Incorporation of Prime Lease. Except for sections inconsistent with Sublandlord’s rights in and to the agreements Sublease Premises are governed by the Prime Lease. This Sublease shall be subject and understandings expressed subordinate in this Sublease or applicable only to Landlord and Sublessor as the original parties all respects to the Prime Lease, and all of the terms, provisions, covenants, and conditions of the Prime Lease are hereby incorporated herein by reference as the same relate only to the Subleased Premises, on the following understandings: a. In any case where Landlord reserves rights and remedies pursuant to the Prime Lease, said rights and remedies shall inure to the benefit of Sublessor as well as to Landlord; b. With respect to work, services, repairs, repainting and restoration, or the performance of other obligations required of Landlord under the Prime Lease, Sublessor’s obligation with respect thereto shall be to request the same of Landlord upon request in writing by Sublessee and to use reasonable diligence to obtain the same from Landlord; [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. c. In any instance where the consent of Landlord is required to any act or omission, Sublessor shall not be required to give such consent unless and until Landlord also has given its consent in writing; and d. Sublessee shall perform and comply with the terms, provisions, covenants and conditions of the Prime Lease to the extent applicable to the Subleased Premises and shall be, except as otherwise expressly provided in this Sublease, incorporated by reference into this Sublease as if completely set forth herein. Such incorporated terms, conditions, covenants and Sublessee shall not do or suffer to permit anything to be done that would result in a default under or cause obligations of the Prime Lease are hereby incorporated by reference herein as if Sublandlord were the “Landlord” thereunder and Subtenant were the “Tenant” thereunder, provided that the Subtenant’s obligation for Base Rent, Expenses and Taxes shall be as provided in Section 5 of this Sublease. Subtenant hereby accepts this Sublease and the Sublease Premises and hereby agrees to perform each of the terms, conditions, covenants and obligations of the Prime Lease incorporated in this Sublease, which are binding on the “Tenant” thereunder with respect to the Sublease Premises during the Term. If Subtenant breaches any term, covenant or condition of this Sublease, Sublandlord shall have all the rights and remedies against Subtenant as would be terminated available to Prime Landlord under the Prime Lease. Subtenant shall promptly furnish Sublandlord with copies of all notices relating to the Sublease Premises, which Subtenant shall receive from Prime Landlord. Notwithstanding the foregoing, Subtenant expressly agrees and acknowledges that Sublandlord shall not be obligated to perform, and shall not be liable for the performance by Prime Landlord of any of the covenants and obligations of Prime Landlord under the Prime Lease or forfeited, including, but not limited to, the Applicable Requirementsas incorporated into this Sublease and that Subtenant shall have no claim against Sublandlord by reason of any default by Prime Landlord In performing such covenants and obligations.

Incorporation of Prime Lease. Except for sections (a) This Sublease is in all respects, and shall remain, subject and subordinate to all of the terms and conditions contained in the Prime Lease, and all of the terms and conditions of the Prime Lease, where not expressly inconsistent with the agreements terms hereof and understandings expressed except as otherwise stated herein to the contrary, are hereby incorporated into this Sublease and shall be binding upon Sublandlord and Subtenant with respect to the Premises to the same extent as if Subtenant were named as tenant and Sublandlord as landlord under the Prime Lease. For purposes of this Sublease, references in the Prime Lease to the term of lease shall mean the Term of this Sublease and references to the premises, demised premises, or similar references in the Prime Lease shall mean the Premises. Effective as of the Commencement Date, Subtenant hereby assumes all of the obligations of Sublandlord, as the tenant, under the Prime Lease other than the obligation to pay rent as set forth in the Prime Lease. Sublandlord shall have all of the rights of the Prime Landlord under the Prime Lease as against Subtenant; however, Sublandlord will not have the (i) the rights of Prime Landlord set forth in Section 6.3 of the Prime Lease (said right to be solely the right of Prime Landlord), (ii) the right to terminate described in Section 11.4 of the Prime Lease (said right to be solely the right of Prime Landlord), (iii) the access rights described in Sections 14.1(a) of the Prime Lease (said right to be solely the right of Prime Landlord; additionally, the right set forth in Section 14.1(b) to enter the Premises to “perform Work of Improvement to the Premises or the Building” shall be the sole right of Prime Landlord and not Sublandlord), and (iv) the protections provided by Section 26.3 of the Prime Lease. Notwithstanding anything in this Sublease to the contrary, Sublandlord shall have the right (but no obligation) to enter the Premises to inspect and exercise its cure rights under the Prime Lease (including under Sections 6.4 and 15.8 of the Prime Lease). Additionally, the parties agree that any Restoration Notice will be issued by Prime Landlord only. Subtenant expressly acknowledges and agrees to Prime Landlord’s rights reserved under the Prime Lease. Subtenant further agrees that Prime Landlord’s exercise of its rights under the Prime Lease shall not constitute an actual or applicable only constructive eviction or relieve Subtenant from any of its obligations under this Sublease, or impose any liability upon Sublandlord or its agents. (b) Provided Subtenant is not then in Default hereunder, Sublandlord agrees not to Landlord exercise (i) its option to renew the term of the Prime Lease set forth in Section 2.6 of the Prime Lease or (ii) the termination right set forth in Section 2.7 of the Prime Lease. Provided Subtenant timely pays the Rent due under this Sublease, Sublandlord will pay the rent due under the Prime Lease before an Event of Default shall occur under the Prime Lease for failure to make such payment, and Sublessor payment of the rent due under the Prime Lease as aforesaid shall be Sublandlord’s sole obligation under the original parties Prime Lease provided, however, that the foregoing is not intended to make the Subtenant responsible for removal of any alterations or improvements performed by or on behalf of Sublandlord or any restoration required under the Prime Lease in connection with such removal unless Subtenant enters into a Direct Lease with the Prime Landlord. Provided Subtenant is not then in Default hereunder, Sublandlord will not amend or modify the Prime Lease except to reduce the amount of basic rent due thereunder. (c) Sublandlord shall have no obligation to pass through to Subtenant the benefit of any basic rent reductions that may result from an amendment or modification of the Prime Lease below the amount of the basic rent in effect as of the Commencement Date hereof. (d) If a term or provision of this Sublease is inconsistent or in conflict with a term or provision of the Prime Lease, the termsterm or provision of this Sublease shall control as between Sublandlord and Subtenant. (e) Sublandlord shall have no liability whatsoever to Subtenant if the Prime Landlord fails to perform any of its obligations under the Prime Lease or fails to properly perform or provide any services, provisionsmaintenance, covenantsrepairs, restoration, insurance, or other matters, obligations or actions to be performed or provided by the Prime Landlord under the terms of the Prime Lease. Provided, however, at Subtenant’s expense and conditions request, Sublandlord will take all reasonable actions necessary to attempt to enforce the Sublandlord’s rights as tenant under the Prime Lease for the benefit of Subtenant with respect to the Premises. (f) Subtenant covenants and agrees that Subtenant will not do anything which would constitute a default under the Prime Lease or omit to do anything which Subtenant is obligated to do under the terms of this Sublease and which would constitute a default under the Prime Lease. (g) Any expansion, renewal, first refusal, first offer, cure, termination or other similar rights or options in the Prime Lease are reserved solely to Sublandlord (without any obligation to exercise any such rights or options) and may not be exercised by Subtenant. Any right in the Prime Lease for Sublandlord to contest property taxes with the authority imposing the taxes is reserved solely to Sublandlord without any obligation to exercise such right. Any rights to determine the name of the Building, prohibit or allow competitors signage, or similar rights are reserved to Sublandlord. (h) If the consent or approval of Prime Landlord is required under the Prime Lease with respect to any matter, Subtenant shall be required first to obtain the consent or approval of Sublandlord with respect thereto and, if Sublandlord grants such consent or approval, Sublandlord will promptly forward a request for consent or approval to the Prime Landlord and, at Subtenant’s cost and expense, will use reasonable efforts to obtain such consent. Sublandlord shall have no liability to Subtenant for the failure of Prime Landlord to give its consent. (i) Sublandlord represents that, to the knowledge of Sublandlord’s Director of Corporate Real Estate without review of files, as of the Effective Date the Prime Lease is in full force and effect and there exists under the Prime Lease no material default or Event of Default by either Prime Landlord or Sublandlord. (j) Notwithstanding anything herein to the contrary, the following Sections of the Prime Lease are hereby not incorporated herein by reference as the same relate only to the Subleased Premises, on the following understandings: a. In any case where Landlord reserves rights herein: 11.1(g) and remedies pursuant to the Prime Lease, said rights and remedies shall inure to the benefit of Sublessor as well as to Landlord; b. With respect to work, services, repairs, repainting and restoration, or the performance of other obligations required of Landlord under the Prime Lease, Sublessor’s obligation with respect thereto shall be to request the same of Landlord upon request in writing by Sublessee and to use reasonable diligence to obtain the same from Landlord; [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED11.1 (h). c. In any instance where the consent of Landlord is required to any act or omission, Sublessor shall not be required to give such consent unless and until Landlord also has given its consent in writing; and d. Sublessee shall perform and comply with the terms, provisions, covenants and conditions of the Prime Lease to the extent applicable to the Subleased Premises and this Sublease, and Sublessee shall not do or suffer to permit anything to be done that would result in a default under or cause the Prime Lease to be terminated or forfeited, including, but not limited to, the Applicable Requirements.

Incorporation of Prime Lease. Except for sections inconsistent with (a) All of the agreements and understandings expressed in this Sublease or applicable only to Landlord and Sublessor as the original parties to the Prime Lease, the terms, provisions, covenants, and conditions terms of the Prime Lease are hereby incorporated herein by reference into this Sublease and shall, as between Sublandlord and Subtenant (as if they were the same relate only to the Subleased PremisesLandlord and Tenant, on the following understandings: a. In any case where Landlord reserves rights and remedies pursuant to respectively, under the Prime Lease) constitute the terms of this Sublease, said rights and remedies shall inure except to the benefit of Sublessor as well as to Landlord; b. With respect to workextent they are inapplicable to, services, repairs, repainting and restorationinconsistent with, or modified by the terms of this Sublease and provided that those economic and performance requirements of other obligations required the Prime Landlord under the Prime Lease which are to be performed or paid by the Prime Landlord shall remain the responsibility of Prime Landlord under the Prime Lease, Sublessor’s obligation with respect thereto shall be to request the same of Landlord upon request in writing by Sublessee and to use reasonable diligence to obtain the same from Landlord; [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. c. In any instance where the consent of Landlord is required to any act or omission, Sublessor shall not be required to give such consent unless and until Landlord also has given its consent in writing; and d. Sublessee the responsibility of Sublandlord. Subtenant shall perform and comply with the terms, provisions, covenants and conditions of be bound by the Prime Lease to in accordance with the extent applicable to the Subleased Premises terms and conditions contained in this Sublease, and Sublessee Sublandlord shall be entitled to assert, pursue and obtain all rights and remedies of the Prime Landlord under the Prime Lease, including but not do or suffer limited to permit anything to be done that would result in all rights and remedies associated with a default under or cause the Prime Lease or this Sublease by the Subtenant or Subtenant’s failure to pay any amount of Rent or Additional Rent in accordance herewith. (b) Sublandlord warrants and represents to Subtenant the following, each of which warranties and representations shall be terminated deemed remade and repeated as of the Commencement Date: (i) the Prime Lease is in full force and effect; (ii) Sublandlord has not received a notice of default or forfeitednotice of termination with respect to the Prime Lease; (iii) Sublandlord is neither in default of, includingnor has Sublandlord breached any of, but its covenants, agreements or obligations under the Prime Lease; (iv) to the best of Sublandlord’s knowledge, Prime Landlord is neither in default of nor has Prime Landlord breached any of its covenants, agreements or obligations under the Prime Lease; (v) Sublandlord’s interest in the Prime Lease has not limited tobeen conveyed, transferred, assigned, pledged or otherwise encumbered; and (vi) all amounts due and payable by Sublandlord under the Applicable RequirementsPrime Lease, including any Annual Base Rent and Additional Rent, have been paid through May 31, 2005. (c) If Prime Landlord shall default in any of its obligations under the Prime Lease, or shall fail to furnish facilities, services, or utilities or make repairs to the Subleased Premises, then, upon Sublandlord’s receipt of written notice from Subtenant specifying such default, Sublandlord shall use diligent efforts to cause Prime Landlord to cure such default.

Incorporation of Prime Lease. Except for sections inconsistent as otherwise expressly provided herein, Sublandlord grants to Subtenant, to share in common with Sublandlord, all of Sublandlord's rights, benefits, and interests with respect to the agreements Sublet Premises, and understandings expressed Subtenant agrees to accept from Sublandlord and hereby assumes all of Sublandlord's obligations and burdens under the Prime Lease with respect to the Sublet Premises, as if all of such rights and obligations were set forth herein in their entirety; provided that the terms and conditions of this Sublease or applicable only to Landlord and Sublessor as shall be controlling whenever the original parties to the Prime Lease, the terms, provisions, covenants, terms and conditions of the Prime Lease are hereby incorporated herein by reference as contradictory to or inconsistent with terms and conditions hereof, and provided further that those provisions of the same relate only Prime Lease which are protective and for the benefit of the Landlord shall in this Sublease be deemed to be protective and for the Subleased Premises, benefit of both the Landlord and Sublandlord and any obligation of Sublandlord to restore any of its alterations on surrender shall not be the following understandings: a. In any case where Landlord reserves rights obligation of Subtenant. All of the terms and remedies pursuant to provisions of the Prime Lease, said except as superseded by this Sublease, are incorporated into and made a part of this Sublease and the rights and remedies shall inure obligations of the parties under the Prime Lease are hereby imposed upon the parties hereto with respect to the benefit of Sublessor as well as to Sublet Premises, Sublandlord being substituted for the "Landlord; b. With respect to work, services, repairs, repainting and restoration, or the performance of other obligations required of Landlord under " in the Prime Lease, Sublessor’s obligation with respect thereto shall be and Subtenant being substituted for the "Tenant" in the Prime Lease. It is further understood that where reference is made in the Prime Lease to request the "Premises," the same of Landlord upon request in writing by Sublessee and shall mean the Sublet Premises as defined herein; where reference is made to use reasonable diligence to obtain the "Commencement Date," the same from Landlordshall mean the Commencement Date as defined herein; [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTand where reference is made to the "Lease," the same shall mean this Sublease. Notwithstanding the foregoing sentence, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. c. In any instance where the consent of Landlord is required to any act or omission, Sublessor shall not be required to give such consent unless and until Landlord also has given its consent in writing; and d. Sublessee shall perform and comply with the terms, provisions, covenants and conditions of the Prime Lease to the extent applicable to the Subleased Premises and this Sublease, and Sublessee shall not do or suffer to permit anything to be done that would result in a default under or cause following Sections of the Prime Lease to be terminated or forfeitedare expressly deleted from this Sublease; Sections 3.02, including14.01, but not limited to, 19.02 and 26.01. Subtenant represents that it has read and is familiar with the Applicable Requirementsterms of the Prime Lease.

Incorporation of Prime Lease. Except for sections inconsistent with the agreements and understandings expressed in this Sublease or applicable only to Landlord and Sublessor as the original parties to the Prime Lease, the terms, provisions, covenants, and conditions of the Prime Lease are hereby incorporated herein by reference as the same relate only to the Subleased Premises, on the following understandings: a. In any case where Landlord reserves rights and remedies pursuant to the Prime Lease, said rights and remedies shall inure to the benefit of Sublessor as well as to Landlord; b. With respect to work, services, repairs, repainting and restoration, or the performance of other obligations required of Landlord under the Prime Lease, Sublessor’s 's obligation with respect thereto shall be to request the same of Landlord upon request in writing by Sublessee and to use reasonable diligence to obtain the same from Landlord; [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.; c. In any instance where the consent of Landlord is required to any act or omission, Sublessor shall not be required to give such consent unless and until Landlord also has given its consent in writing; and d. Sublessee shall perform and comply with the terms, provisions, covenants and conditions of the Prime Lease to the extent applicable to the Subleased Premises and this Sublease, and Sublessee shall not do or suffer to permit anything to be done that would result in a default under or cause the Prime Lease to be terminated or forfeited, including, but not limited to, the Applicable Requirements.

Incorporation of Prime Lease. Except for sections Section 10.1, Section 10.2, Sections 13.3(c) and (d), Article XXV, Article XXVII and Article XXVIII, and to the extent not otherwise inconsistent or otherwise modified in accordance with the agreements and understandings expressed in this Sublease or applicable only to Landlord and Sublessor as the original parties to the Prime Lease, the terms, provisions, covenants, covenants and conditions of the Prime Lease are hereby incorporated herein by reference as the same relate only to the Subleased Premises, and made a part hereof on the following understandings: a. In any case where Landlord reserves rights (a) To the extent not inconsistent with the agreements and remedies pursuant to understandings expressed herein, the term "Landlord" as used in the Prime Lease, said rights and remedies Lease shall inure refer to the benefit of Sublessor as well as Sublandlord hereunder (except with respect to Landlord;'s consent rights under Article IX), and its successors and assigns, and the term "Tenant" as used in the Prime Lease shall refer to Subtenant hereunder. b. (b) With respect to work, services, repairs, repainting and restoration, restoration or the performance of other obligations required of the Landlord under the Prime Lease, Sublessor’s obligation with respect thereto following Subtenant's written request to Sublandlord, Sublandlord agrees to use reasonable, good faith efforts to obtain Landlord's performance thereof; provided, however, that in no event shall Sublandlord have any duty to expend any money to obtain such performance or have any liability for Landlord's failure of performance. Notwithstanding the foregoing, to the extent Sublandlord is entitled to an abatement of Annual Base Rent or any other sums due under the Prime Lease upon a failure of Landlord to perform its obligations under the Prime Lease, Subtenant shall be entitled to request the same an abatement of Landlord upon request in writing by Sublessee and to use reasonable diligence to obtain the same from Landlord; [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDEDall such amounts otherwise payable hereunder. c. In any instance where (c) Subtenant shall comply with all rules and regulations of the consent of Landlord is required Building. (d) Subtenant hereto agrees to any act or omission, Sublessor shall not be required to give such consent unless and until Landlord also has given its consent in writing; and d. Sublessee shall perform and comply with all of the terms, provisions, covenants and conditions of the Prime Lease applicable to "Tenant" as they relate to the extent applicable Premises. (e) Sublandlord promptly shall provide to Subtenant copies of any and all notices and other documents received from Landlord pursuant to the Subleased Prime Lease. (f) To the extent Sublandlord's approval is required under the Prime Lease, Sublandlord shall not approve any Management Agreement proposed by Landlord with a third party which would manage only the Premises and this Subleasenot also those buildings located at 21830 Xxxxxxxx Xxxxxxxxx xxx 21820 Xxxxxxxx Xxxxxxxxx (xxe "Other Buildings"), and Sublessee without first obtaining Subtenant's approval, which shall not do be withheld or suffer delayed unreasonably. If, pursuant to permit anything to be done that would result in a default under or cause Section 13.3(c) of the Prime Lease Lease, Sublandlord elects to be terminated or forfeitedassume responsibility for the management of the Premises and the Other Buildings, including, but not limited to, Sublandlord shall apportion the Applicable Requirementscosts of such management equitably among the Premises and the Other Buildings. (g) Sublandlord acknowledges that it has reviewed the signage Subtenant has ordered for the Premises and hereby gives its consent for Subtenant to install and maintain such signage on the outside of the Premises in accordance with the terms of the Prime Lease.

Incorporation of Prime Lease. Except for sections inconsistent with the agreements and understandings expressed in this Sublease or applicable only to Landlord and Sublessor as the original parties to the Prime Lease, the terms, provisions, covenants, and conditions of the Prime Lease are hereby incorporated herein by reference as the same relate only to the Additional Subleased Premises, on the following understandings: a. In any case where Landlord reserves rights and remedies pursuant to the Prime Lease, said rights and remedies shall inure to the benefit of Sublessor as well as to Landlord; b. With respect to work, services, repairs, repainting and restoration, or the performance of other obligations required of Landlord under the Prime Lease, Sublessor’s obligation with respect thereto shall be to request the same of Landlord upon request in writing by Sublessee and to use reasonable diligence to obtain the same from Landlord; [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. c. In any instance where the consent of Landlord is required to any act or omission, Sublessor shall not be required to give such consent unless and until Landlord also has given its consent in writing; and d. Sublessee shall perform and comply with the terms, provisions, covenants and conditions of the Prime Lease to the extent applicable to the Additional Subleased Premises and this Sublease, and Sublessee shall not do or suffer to permit anything to be done that would result in a default under or cause the Prime Lease to be terminated or forfeited, including, but not limited to, the Applicable Requirements.

Incorporation of Prime Lease. Except for sections inconsistent with a. This Sublease is made subject to and subordinate to all of the agreements and understandings expressed in this Sublease or applicable only to Landlord and Sublessor as the original parties to the Prime Lease, the terms, provisions, covenants, terms and conditions of the Prime Lease are hereby and is conditioned upon the written approval of Prime Landlord. Except as expressly set forth below, (i) every provision of the Prime Lease shall be deemed incorporated herein into, and made a part of, this Sublease by reference as notwithstanding that such provisions are not restated herein, (ii) each reference in the same relate only Prime Lease to “Lease” shall be deemed a reference to this Sublease; (iii) each reference in the Prime Lease to the Subleased “Premises, on the following understandings: a. In any case where Landlord reserves rights and remedies pursuant ” shall be deemed a reference to the Sublease Premises under this Sublease; (iv) each reference in the Prime LeaseLease to “Landlord” and “Tenant” shall be deemed a reference to “Sublandlord” and “Subtenant”, said rights respectively; and remedies shall inure (v) each reference to the benefit “date of Sublessor as well as to Landlord; b. With respect to work, services, repairs, repainting and restoration, this lease” or the performance of other obligations required of Landlord under the Prime Lease, Sublessor’s obligation with respect thereto similar phrase shall be deemed to request be a reference to the same date of Landlord upon request in writing by Sublessee this Sublease. However, notwithstanding the foregoing, Sublandlord is not assuming, and to use reasonable diligence to obtain the same from Landlord; [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. c. In any instance where the consent of Landlord is required to any act or omission, Sublessor shall not be responsible or liable for Prime Landlord’s obligation to perform any agreement or obligation on the part of the “Landlord” under the Lease to the extent that Prime Landlord exercises its right to so perform (such as, by way of example and not limitation, restoring the Sublease Premises following a fire or other casualty or making any of the repairs required by Section 9 of the Lease). In the event Landlord fails to give perform any such consent unless and until Landlord also has given its consent in writing; and d. Sublessee agreement or obligation, then, promptly following Subtenant’s request, Sublandlord shall perform and comply with take reasonable, appropriate action against Prime Landlord, as permitted by law or by the terms, provisions, covenants and conditions terms of the Prime Lease to the extent applicable to the Subleased Premises enforce such agreements and this Sublease, and Sublessee shall not do or suffer to permit anything to be done that would result in a default under or cause the obligations of Prime Lease to be terminated or forfeited, including, but not limited to, the Applicable RequirementsLandlord.

Incorporation of Prime Lease. Except for sections inconsistent as otherwise expressly provided herein, the provisions of the Prime Lease are hereby incorporated by reference into this Sublease, and Sublandlord grants to Subtenant, to share in common with the agreements Sublandlord, all of Sublandlord's rights, benefits, and understandings expressed in this Sublease or applicable only to Landlord and Sublessor as the original parties interests with respect to the Sublet Premises, and Subtenant agrees to accept from Sublandlord and hereby assumes all of Sublandlord's obligations and burdens under the Prime LeaseLease with respect to the Sublet Premises during the Sublease Term and such further time, if any, as Subtenant is deemed to be holding over as provided in Section 15 below, as if all of such rights and obligations were set forth herein in their entirety, provided that the terms, provisions, covenants, terms and conditions hereof shall be controlling whenever the terms and conditions of the Prime Lease are hereby incorporated herein by reference as contradictory to or inconsistent with the same relate only to the Subleased Premisesterms and conditions hereof, on the following understandings: a. In any case where Landlord reserves rights and remedies pursuant to provided further that those provisions of the Prime Lease, said rights Lease which are protective and remedies shall inure to for the benefit of Sublessor as well as the Landlord shall in this Sublease be deemed to be protective and for the benefit of the Landlord and Sublandlord, that references therein to "Landlord; b. With respect to work, services, repairs, repainting " and restoration, or the performance of other obligations required of Landlord under the Prime Lease, Sublessor’s obligation with respect thereto "Tenant" shall be deemed to request refer to "Sublandlord" and "Subtenant", respectively, that references therein to "this Lease" shall be deemed to refer to "this Sublease," that references therein to the same "Premises" shall be deemed to refer to the "Sublet Premises," that references to the "Term" shall be deemed to refer to the "Sublease Term," all as defined herein.. Notwithstanding the foregoing provisions of Landlord upon request in writing by Sublessee and to use reasonable diligence to obtain the same from Landlord; [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTthis subsection 12a, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. c. In any instance where the consent of Landlord is required to any act or omission, Sublessor shall not be required to give such consent unless and until Landlord also has given its consent in writing; and d. Sublessee shall perform and comply with the terms, provisions, covenants and conditions of the following Sections of the Prime Lease shall not apply to the extent applicable to the Subleased Premises and nor be deemed incorporated by reference into, this Sublease, and Sublessee nor shall not do Subtenant have any rights or suffer obligations to permit anything Sublandlord or Landlord thereunder, nor shall Landlord or Sublandlord have any obligations to be done that would result in a default under or cause the Prime Lease to be terminated or forfeited, including, but not limited to, the Applicable Requirements.Subtenant thereunder:

Incorporation of Prime Lease. Except for sections inconsistent with a. All of the agreements and understandings expressed in this Sublease or applicable only to Landlord and Sublessor as the original parties to the Prime Lease, the terms, provisions, covenants, and conditions terms of the Prime Lease are hereby incorporated herein by reference into this Sublease and shall, as between Sublandlord and Subtenant (as if they were the same relate only to the Subleased PremisesLandlord and Tenant, on the following understandings: a. In any case where Landlord reserves rights and remedies pursuant to respectively, under the Prime Lease) constitute the terms of this Sublease, said rights and remedies shall inure except to the benefit of Sublessor as well as to Landlord; b. With respect to workextent they are inapplicable to, services, repairs, repainting and restorationinconsistent with, or modified by the terms of this Sublease and provided that those economic and performance requirements of other obligations required the Prime Landlord under the Prime Lease which are to be performed or paid by the Prime Landlord shall remain the responsibility of Prime Landlord under the Prime Lease, Sublessor’s obligation with respect thereto shall be to request the same of Landlord upon request in writing by Sublessee and to use reasonable diligence to obtain the same from Landlord; [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. c. In any instance where the consent of Landlord is required to any act or omission, Sublessor shall not be required to give such consent unless and until Landlord also has given its consent in writing; and d. Sublessee the responsibility of Sublandlord. Subtenant shall perform and comply with the terms, provisions, covenants and conditions of be bound by the Prime Lease to in accordance with the extent applicable to the Subleased Premises terms and conditions contained in this Sublease, and Sublessee Sublandlord shall be entitled to assert, pursue and obtain all rights and remedies of the Prime Landlord under the Prime Lease, including but not do or suffer limited to permit anything to be done that would result in all rights and remedies associated with a default under or cause the Prime Lease or this Sublease by the Subtenant or Subtenant’s failure to pay any amount of Rent or Additional Rent in accordance herewith. b. Sublandlord warrants and represents to Subtenant the following, each of which warranties and representations shall be terminated deemed remade and repeated as of the Commencement Date: (i) the Prime Lease is in full force and effect; (ii) Sublandlord has not received a notice of default or forfeitednotice of termination with respect to the Prime Lease; (iii) Sublandlord is neither in default of, includingnor has Sublandlord breached any of, but its covenants, agreements or obligations under the Prime Lease; (iv) to the best of Sublandlord’s knowledge, Prime Landlord is neither in default of nor has Prime Landlord breached any of its covenants, agreements or obligations under the Prime Lease; (v) Sublandlord’s interest in the Prime Lease has not limited tobeen conveyed, transferred, assigned, pledged or otherwise encumbered, except with respect to a certain sublease dated June 21, 2005 made by Sublandlord to American Tack and Hardware concerning certain premises located on the Applicable Requirementsfirst floor of the Building; and (vi) all amounts due and payable by Sublandlord under the Prime Lease, including any Annual Base Rent and Additional Rent, have been paid through April 30, 2007. c. If Prime Landlord shall default in any of its obligations under the Prime Lease, or shall fail to furnish facilities, services, or utilities or make repairs to the Subleased Premises, then, upon Sublandlord’s receipt of written notice from Subtenant specifying such default, Sublandlord shall use diligent efforts to cause Prime Landlord to cure such default.

Incorporation of Prime Lease. Except for sections inconsistent with the agreements and understandings expressed in this Sublease or applicable only to Landlord and Sublessor Insofar as the original parties to the Prime Lease, the terms, provisions, covenants, and conditions provisions of the Prime Lease do not conflict with specific provisions of this Sublease, such provisions (except for the Excluded Provisions listed below) are hereby incorporated herein by this reference into this Sublease as the same relate only fully as if completely restated herein. Subject to the Subleased Premisespreceding sentence, on the following understandings: a. In any case where Landlord reserves rights and remedies pursuant to the Prime Lease, said rights and remedies shall inure to the benefit of Sublessor as well as to Landlord; b. With respect to work, services, repairs, repainting and restoration, or the performance of other obligations required of Landlord under the Prime Lease, Sublessor’s obligation with respect thereto Sublessee shall be to request bound by all the same of Landlord upon request in writing by Sublessee and to use reasonable diligence to obtain the same from Landlord; [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. c. In any instance where the consent of Landlord is required to any act or omission, Sublessor shall not be required to give such consent unless and until Landlord also has given its consent in writing; and d. Sublessee shall perform and comply with the terms, provisions, covenants and conditions provisions of the Prime Lease to the extent applicable pertaining to the Subleased Premises and shall perform all of the obligations and responsibilities that Sublessor is obligated to perform pursuant to the Prime Lease pertaining to the Subleased Premises from and after the Sublease Commencement Date. Therefore, for the purposes of this Sublease, and Sublessee shall not do or suffer to permit anything to be done that would result wherever in a default under or cause the Prime Lease to be terminated or forfeitedthe word “Landlord” is used, includingit shall mean Sublessor, but not limited toand wherever in the Prime Lease the word “Tenant” is used, it shall mean Sublessee, provided, however, the Applicable Requirementsword “Landlord” shall mean (i) Prime Landlord, not Sublessor, with respect to any provisions in the Prime Lease relating to Prime Landlord’s representations, warranties or obligations relating to the compliance of the Subleased Premises (or portions thereof) or any portion of the Building with any laws, or any repair, restoration, replacement, maintenance or alteration obligations on the part of Prime Landlord; any provisions relating to Prime Landlord’s obligation to maintain insurance; provisions relating to Prime Landlord’s indemnification obligations; any provisions relating to Prime Landlord’s representations, warranties or obligations relating to the existence of hazardous materials on, at, in, under or about the Subleased Premises; any remedial work or other obligations on the part of Prime Landlord relating thereto; any obligation to pay any tenant allowance; and any obligation to obtain a non-disturbance agreement from any mortgagee.

Incorporation of Prime Lease. Except for sections inconsistent with as modified by this Sublease, the agreements Prime Lease is incorporated herein by reference and understandings expressed in this Sublease or applicable only is expressly made subject to Landlord and Sublessor as all the original parties to the Prime Lease, the terms, provisions, covenants, terms and conditions of the Prime Lease. Any conflict between this Sublease and the Prime Lease are hereby incorporated herein shall be governed by reference this Sublease. Except as otherwise provided herein, Subtenant expressly assumes all obligations under the same relate only Prime Lease arising from and after the Sublease Commencement Date and the Subtenant agrees to use the Subleased PremisesSublease Premises in accordance with the terms of the Prime Lease and not do or omit to do anything which will breach any of the terms thereof. Except as specifically provided herein, on nothing in this Sublease shall be construed to create a privity of estate or contract between Subtenant and the following understandings: a. In any case where Landlord reserves rights Prime Landlord. This Sublease shall be expressly subject and remedies pursuant subordinate to all of the terms, covenants and conditions contained in the Prime Lease, said rights except: (a) any and remedies shall inure all referenced to and any obligation on the benefit part of Sublessor as well as Prime Landlord and/or Sublandlord to Landlord; b. With respect to perform tenant work, servicesconstruction and/or improvements in respect of the Sublease Premises, repairsexcept that this Sublease shall be expressly subject to Paragraph 6 of the First Amendment to Lease Agreement and the Exhibits referenced therein, repainting regarding the Approved Alterations, as that term is defined in the First Amendment to Lease Agreement, and restorationthe cost of the Approved Alterations and the benefits of the Allowance and Required Payment, or as those terms are defined in the performance First Amendment to Lease Agreement, shall be shared equally by Sublandlord and Subtenant; and (b) all references to any right(s) to surrender any portion of other obligations required of the Sublease Premises. If Prime Landlord under the Prime LeaseLease fails to perform its obligations, Sublessor’s obligation with respect thereto Subtenant shall be notify Sublandlord in writing. In such event Sublandlord shall use commercially reasonable efforts to request the same of cause said Prime Landlord upon request in writing by Sublessee and to use reasonable diligence to obtain the same from Landlord; [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTperform its obligations, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. c. In any instance where the consent of Landlord is required to any act or omission, Sublessor but Sublandlord shall not be required obligated to give incur any cost (unless Subtenant agrees to reimburse Sublandlord for such consent unless and until Landlord also has given its consent in writing; and d. Sublessee cost) or liability therefore, nor shall perform and comply with the terms, provisions, covenants and conditions Sublandlord be responsible or liable for any such failure of the Prime Lease to the extent applicable to the Subleased Premises and Landlord. Except as otherwise provided in this Sublease, and Sublessee shall not do or suffer to permit anything to be done that would result in a default Subtenant expressly assumes the Sublandlord’s obligations arising under or cause the Prime Lease to be terminated or forfeited, including, but not limited tofrom and after the Sublease Commencement Date. In the event of a conflicting termination date in this Sublease, the Applicable Requirementstermination date in the Prime Lease shall govern.

Incorporation of Prime Lease. Except for sections inconsistent with the agreements and understandings expressed in this Sublease or applicable only to Landlord and Sublessor as the original parties to the Prime Lease, the terms, provisions, covenants, and conditions of the Prime Lease are hereby incorporated herein by reference as the same relate only to the Additional Subleased Premises, on the following understandings: a. In any case where Landlord reserves rights and remedies pursuant to the Prime Lease, said rights and remedies shall inure to the benefit of Sublessor as well as to Landlord; b. With respect to work, services, repairs, repainting and restoration, or the performance of other obligations required of Landlord under the Prime Lease, Sublessor’s 's obligation with respect thereto shall be to request the same of Landlord upon request in writing by Sublessee and to use reasonable diligence to obtain the same from Landlord; [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.; c. In any instance where the consent of Landlord is required to any act or omission, Sublessor shall not be required to give such consent unless and until Landlord also has given its consent in writing; and d. Sublessee shall perform and comply with the terms, provisions, covenants and conditions of the Prime Lease to the extent applicable to the Additional Subleased Premises and this Sublease, and Sublessee shall not do or suffer to permit anything to be done that would result in a default under or cause the Prime Lease to be terminated or forfeited, including, but not limited to, the Applicable Requirements.