Common use of Incorporation of Prime Lease Clause in Contracts

Incorporation of Prime Lease. (a) This Sublease and all of Sublessee’s rights and obligations hereunder are in all respects subject and subordinate to the Prime Lease and all of the terms and conditions thereof (whether or not incorporated by reference hereunder) and all leases, mortgages, deeds, deeds of trust or other instruments and to all other matters to which the Prime Lease is or shall be subordinate and modifications, amendments, restatements, renewals or consolidations thereof, provided, Sublessor has in each instance demanded a non-disturbance agreement with respect to the Prime Lease with respect to each such mortgage, lease, deed or other instrument to which it is entitled under the Prime Lease. This section shall be self-operative and no further instrument of subordination shall be required to be executed by any party to effect such subordination; provided, however that Sublessee, within ten (10) days of a written request therefor, shall execute any certificate that Sublessor or Landlord may reasonably request from time to time to confirm such subordination. (b) The Prime Lease is hereby incorporated into this Sublease in its entirety except as hereinafter expressly set forth and except to the extent any provisions thereof do not relate to the Subleased Premises or are inapplicable, inconsistent with, or modified by the terms of this Sublease. All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Prime Lease, unless the context clearly requires otherwise. Except as provided in subsection (d) and Section 13 below, the rights and obligations contained in the Prime Lease with respect to the Subleased Premises are, during the Term hereof hereby imposed upon the respective parties hereto, Sublessor being substituted for “Landlord,” (except in the following: the elections and determinations and responsibilities under Section 5.06B, Section 6.02A, Section 6.02B, Section 7.01B(ii) and (iii), Section 7.01F, Section 7.01G (Sublessor agreeing to use its reasonable efforts as provided in Section 13(c) of this Sublease to cause Landlord to comply with its obligations thereunder), Sections 7.07B, Section 7.07C, Section 7.09C, Section 8.04, Section 13.01, Section 18.01A(i), Section 18.01B(i), Section 18.01B(vi), Section 18.01B(vii), Section 18.01D, Section 18.01E(i) (Sublessor agreeing to use its reasonable efforts as provided in Section 13(c) of this Sublease to cause Landlord to comply with its obligations under Section 18.01), Section 18.03A, Section 18.04, Section 18.05, Section 18.06, Section 18.08A (but Sublessor shall still be required to provide Sublessee with the shaft space referred to in Section 6(e) of this Sublease), Section 18.08B, Section 18.09(iii), Section 18.09(iv), Section 19.02, the restoration obligations of Landlord under Article 9 and Section 20.04B, “Landlord” shall continue to mean Landlord but the foregoing shall not relieve Sublessor of any of its obligations set forth in Section 6(e) of this Sublease), “Sublessee” being substituted for “Tenant,” “Sublease” being substituted for “Lease”, “Subleased Premises” being substituted for “Demised Premises” and “Base Rent” being substituted for “Fixed Rent.” “Sublessor” shall not be substituted for, but be added as a party in addition to, “Landlord” in the following provisions of the Prime Lease (to the extent incorporated herein): Section 5.02A(ii), Section 5.02A(iii), Section 5.02A(iv); Section 5.03B; Section 5.06; Section 6.05, Section 6.06, 7.02; Section 8.03B; and Section 8.03C.

Incorporation of Prime Lease. (a) This Sublease Subtenant hereby acknowledges and all agrees that it has received and reviewed a copy of Sublessee’s rights and obligations hereunder are in all respects subject and subordinate to the Prime Lease and all of the terms and conditions thereof (whether or not incorporated by reference hereunder) and all leases, mortgages, deeds, deeds of trust or other instruments and to all other matters to which the Prime Lease is or shall be subordinate and modifications, amendments, restatements, renewals or consolidations thereof, provided, Sublessor has in each instance demanded a non-disturbance agreement with respect to the Prime Lease with respect to each such mortgage, lease, deed or other instrument to which it is entitled under the Prime Lease. This section shall be self-operative and no further instrument of subordination shall be required to be executed by any party to effect such subordination; provided, however that Sublessee, within ten (10) days of a written request therefor, shall execute any certificate that Sublessor or Landlord may reasonably request from time to time to confirm such subordination. (b) The Prime Lease is hereby incorporated into this Sublease in its entirety except Except as hereinafter expressly otherwise set forth below, and except to the extent any consistent with the provisions thereof do not relate to the Subleased Premises or are inapplicable, inconsistent with, or modified by the terms of this Sublease. All capitalized terms used herein without definition shall have , the meanings ascribed to such terms in terms, provisions, covenants, and conditions of the Prime Lease, unless Lease are hereby incorporated by reference as if set forth at length herein on the context clearly requires otherwise. Except as provided in subsection (d) following basis: Subtenant hereby assumes and Section 13 below, agrees to perform all of the rights and obligations contained in of Sublandlord under the Prime Lease with respect to the Subleased Premises arePremises, accruing or payable during the Term hereof hereby imposed upon the respective parties hereto, Sublessor being substituted for “Landlord,” (except in the following: manner and time required under the elections and determinations and responsibilities under Section 5.06B, Section 6.02A, Section 6.02B, Section 7.01B(ii) and (iii), Section 7.01F, Section 7.01G (Sublessor agreeing to use its reasonable efforts as provided in Section 13(c) of this Sublease to cause Landlord to comply with its obligations thereunder), Sections 7.07B, Section 7.07C, Section 7.09C, Section 8.04, Section 13.01, Section 18.01A(i), Section 18.01B(i), Section 18.01B(vi), Section 18.01B(vii), Section 18.01D, Section 18.01E(i) (Sublessor agreeing to use its reasonable efforts as provided in Section 13(c) of this Sublease to cause Landlord to comply with its obligations under Section 18.01), Section 18.03A, Section 18.04, Section 18.05, Section 18.06, Section 18.08A (but Sublessor shall still be required to provide Sublessee with the shaft space referred to in Section 6(e) of this Sublease), Section 18.08B, Section 18.09(iii), Section 18.09(iv), Section 19.02, the restoration obligations of Landlord under Article 9 and Section 20.04B, Prime Lease. The term “Landlord” therein shall continue refer to mean Landlord but Sublandlord herein, its successors and assigns; the foregoing term “Tenant” therein shall refer to Subtenant herein, its permitted successors and assigns; the term “Premises” therein shall refer to the Premises; and the term “Lease" therein shall refer to this Sublease. Notwithstanding anything herein to the contrary, the following sections or articles of the Prime Lease are not relieve Sublessor of any of its obligations incorporated: The term “Premises” as set forth in Section 6(e1.1 (a) of except to the extent that the same is applicable to the Premises under this Sublease), and the terms (and any related references) “Sublessee” being substituted for “Tenant,” “Sublease” being substituted for “LeaseService Annex”, “Subleased Premises” being substituted for “Demised Premises” Exterior Storage Area”, and “Base Rent” being substituted for “Fixed Rent.” “Sublessor” shall not be substituted forEmergency Generator Area”, but be added as a party in addition toSections 2.1, “Landlord” 2.2, 2.3, 2.6, and 3.1 (except the first and last sentences of Section 3.1 (d), which are incorporated herein by reference), Article 5, Sections 7.2 (c), 8.1(b), 9.1, 9.6(c), 10.1 (b), 10.1(c), 10.1(d), 10.6, 11.1, 11.2(b), and 11.2(c), lines 8 through 18 of Section 15.1, Article 16, Sections 17.1, 17.15, 17.16, and 17.20, and Exhibit B, In addition, in the following provisions event of any conflict between the terms of the Prime Lease (and this Sublease, then as between Sublandlord and Subtenant, the terms of this Sublease shall prevail. Any reference in the Prime Lease to the extent incorporated herein): Section 5.02A(ii)obligations assumed by Subtenant hereunder which accrue during the Term shall survive and extend beyond the termination of this Sublease. This Sublease is subject to the terms, Section 5.02A(iii)covenants, Section 5.02A(iv); Section 5.03B; Section 5.06; Section 6.05agreements, Section 6.06provisions, 7.02; Section 8.03Band conditions of the Prime Lease; and Section 8.03C.the expiration or termination of the Prime Lease shall automatically cause a termination of this Sublease. If Sublandlord receives notice from Prime Landlord that (i) Sublandlord is in default under the Prime Lease and such default would give Prime Landlord the right, immediately or after the lapse of a period of time, to cancel or terminate the Prime Lease, or (ii) the Prime Lease is terminating, then in either event, Sublandlord shall, within three (3) Business Days of receipt of such notice, provide a copy of such notice to Subtenant.

Incorporation of Prime Lease. (aA) This Sublease and is subject to all of Sublessee’s rights the terms of the Prime Lease, a copy of which is attached hereto as Exhibit C with the same force and obligations hereunder are in all respects subject and subordinate effect as if fully set forth herein at length, excepting only as otherwise specifically provided herein. All of the terms with which Sublessor is bound to comply 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, and all of the terms obligations of Prime Lessor set forth in the Prirne Lease shall, to the extent that they apply to the Premises, inure to Subtenant's benefit. It is the intention of the parties that, except as otherwise provided in this Sublease, and conditions thereof (whether or not incorporated subject to the concurrence by reference hereunder) the Prime Lessor in writing, the relationship between Sublessor and all leases, mortgages, deeds, deeds Subtenant shall be governed by the language of trust or other instruments and to all other matters to which the various articles of the Prime Lease is or shall be subordinate and modifications, amendments, restatements, renewals or consolidations thereof, provided, Sublessor has as if they were typed out in each instance demanded a non-disturbance agreement with respect to the Prime Lease with respect to each such mortgage, lease, deed or other instrument to which it is entitled under the Prime Lease. This section shall be self-operative and no further instrument of subordination shall be required to be executed by any party to effect such subordination; provided, however that Sublessee, within ten (10) days of a written request therefor, shall execute any certificate that Sublessor or Landlord may reasonably request from time to time to confirm such subordination. (b) The Prime Lease is hereby incorporated into this Sublease in its entirety except full, and the words "Lessor", "Tenant or Lessee" and "Lease," as hereinafter expressly set forth and except to the extent any provisions thereof do not relate to the Subleased Premises or are inapplicable, inconsistent with, or modified by the terms of this Sublease. All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Prime Lease, shall read, respectively, "Sublessor", "Subtenant" and "Sublease" unless specifically denied by Prime Lessor either through written agreement or by actions. Subtenant agrees to notify Sublessor promptly in writing at the context clearly requires otherwise. Except address specified in paragraph 4(A) above and paragraph 8 below if Prime Lessor fails to perform as provided in subsection (d) and Section 13 below, the rights and obligations contained specified in the Prime Lease with respect to Master Lease. (B) For the Subleased Premises are, during the Term hereof hereby imposed upon the respective parties hereto, Sublessor being substituted for “Landlord,” (except in the following: the elections and determinations and responsibilities under Section 5.06B, Section 6.02A, Section 6.02B, Section 7.01B(ii) and (iii), Section 7.01F, Section 7.01G (Sublessor agreeing to use its reasonable efforts as provided in Section 13(c) of this Sublease to cause Landlord to comply with its obligations thereunder), Sections 7.07B, Section 7.07C, Section 7.09C, Section 8.04, Section 13.01, Section 18.01A(i), Section 18.01B(i), Section 18.01B(vi), Section 18.01B(vii), Section 18.01D, Section 18.01E(i) (Sublessor agreeing to use its reasonable efforts as provided in Section 13(c) of this Sublease to cause Landlord to comply with its obligations under Section 18.01), Section 18.03A, Section 18.04, Section 18.05, Section 18.06, Section 18.08A (but Sublessor shall still be required to provide Sublessee with the shaft space referred to in Section 6(e) purposes of this Sublease), Section 18.08B, Section 18.09(iii), Section 18.09(iv), Section 19.02, the restoration obligations of Landlord under Article 9 and Section 20.04B, “Landlord” shall continue to mean Landlord but the foregoing shall not relieve Sublessor of any of its obligations set forth in Section 6(e) of this Sublease), “Sublessee” being substituted for “Tenant,” “Sublease” being substituted for “Lease”, “Subleased Premises” being substituted for “Demised Premises” and “Base Rent” being substituted for “Fixed Rent.” “Sublessor” shall not be substituted for, but be added as a party in addition to, “Landlord” in the following provisions of the Prime Lease (to the extent incorporated herein): Section 5.02A(ii), Section 5.02A(iii), Section 5.02A(iv); Section 5.03B; Section 5.06; Section 6.05, Section 6.06, 7.02; Section 8.03B; and Section 8.03C.are hereby deleted or modified as follows:

Incorporation of Prime Lease. (a) This Sublease and all of Sublessee’s rights and obligations hereunder are in all respects is subject and subordinate to the Prime Lease and all of the terms and conditions thereof (whether or not incorporated by reference hereunder) and all leasesof the Prime Lease, mortgages, deeds, deeds of trust or other instruments and to all other matters to which the Prime Lease is or shall be subordinate subordinate, with the same force and modificationseffect as if fully set forth herein at length, amendments, restatements, renewals or consolidations thereof, provided, Sublessor has in each instance demanded a non-disturbance agreement excepting only as otherwise specifically provided herein. Except for the obligation to pay Base Rent and Additional Rent all of the terms with respect which Sublandlord is bound to comply under the Prime Lease with respect shall, to each such mortgage, lease, deed or other instrument the extent only that they apply to which it is entitled under the Prime Lease. This section shall be self-operative and no further instrument of subordination shall be required to be executed by any party to effect such subordination; provided, however that Sublessee, within ten (10) days of a written request therefor, shall execute any certificate that Sublessor or Landlord may reasonably request from time to time to confirm such subordination. (b) The Prime Lease is hereby incorporated into this Sublease in its entirety except as hereinafter expressly set forth Premises and except to the extent any provisions thereof do not relate they are inapplicable or inconsistent with the same or as otherwise provided herein, be binding upon Subtenant, and all of the obligations of Prime Landlord set forth in the Prime Lease shall, to the Subleased Premises or are inapplicableextent that they apply to the Sublease Premises, inconsistent withinure to Subtenant's benefit. It is the intention of the parties that, or modified except as otherwise provided in this Sublease, the relationship between Sublandlord and Subtenant shall be governed by the terms language of the various articles of the Prime Lease as if they were typed out in this Sublease. All capitalized terms Sublease in full, and the words "Landlord", "Tenant", "Premises" and "Lease" as used herein without definition shall have the meanings ascribed to such terms in the Prime Lease, unless the context clearly requires otherwise. Except as provided in subsection (d) shall read, respectively, "Sublandlord", "Subtenant", "Sublease Premises" and Section 13 below, the rights and obligations contained in the Prime Lease with respect to the Subleased Premises are, during the Term hereof hereby imposed upon the respective parties hereto, Sublessor being substituted for “Landlord,” (except in the following: the elections and determinations and responsibilities under Section 5.06B, Section 6.02A, Section 6.02B, Section 7.01B(ii) and (iii), Section 7.01F, Section 7.01G (Sublessor agreeing to use its reasonable efforts as provided in Section 13(c) of this Sublease to cause Landlord to comply with its obligations thereunder), Sections 7.07B, Section 7.07C, Section 7.09C, Section 8.04, Section 13.01, Section 18.01A(i), Section 18.01B(i), Section 18.01B(vi), Section 18.01B(vii), Section 18.01D, Section 18.01E(i) (Sublessor agreeing to use its reasonable efforts as provided in Section 13(c) of this Sublease to cause Landlord to comply with its obligations under Section 18.01), Section 18.03A, Section 18.04, Section 18.05, Section 18.06, Section 18.08A (but Sublessor shall still be required to provide Sublessee with the shaft space referred to in Section 6(e) of this "Sublease), Section 18.08B, Section 18.09(iii), Section 18.09(iv), Section 19.02, the restoration obligations of Landlord under Article 9 and Section 20.04B, “Landlord” shall continue to mean Landlord but the foregoing shall not relieve Sublessor of any of its obligations set forth in Section 6(e) of this Sublease), “Sublessee” being substituted for “Tenant,” “Sublease” being substituted for “Lease”, “Subleased Premises” being substituted for “Demised Premises” and “Base Rent” being substituted for “Fixed Rent".” “Sublessor” shall not be substituted for, but be added as a party in addition to, “Landlord” in the following provisions of the Prime Lease (to the extent incorporated herein): Section 5.02A(ii), Section 5.02A(iii), Section 5.02A(iv); Section 5.03B; Section 5.06; Section 6.05, Section 6.06, 7.02; Section 8.03B; and Section 8.03C.

Incorporation of Prime Lease. (a) This Sublease and all of SublesseeSubtenant’s rights under this Sublease shall at all times be subject to and obligations hereunder are in all respects subject and subordinate to the Prime Lease and is made upon all of the terms terms, covenants, and conditions thereof (whether or not incorporated by reference hereunder) and all leases, mortgages, deeds, deeds of trust or other instruments and to all other matters to which the Prime Lease is or shall be subordinate and modifications, amendments, restatements, renewals or consolidations thereof, provided, Sublessor has in each instance demanded a non-disturbance agreement with respect to the Prime Lease with respect to each such mortgage, lease, deed or other instrument to which it is entitled under the Prime Lease. This section shall be self-operative and no further instrument of subordination shall be required to be executed by any party to effect such subordination; provided, however that Sublessee, within ten (10) days of a written request therefor, shall execute any certificate that Sublessor or Landlord may reasonably request from time to time to confirm such subordination. (b) The Prime Lease is hereby incorporated into this Sublease in its entirety except as hereinafter expressly set forth and except to the extent any provisions thereof do not relate to the Subleased Premises or are inapplicable, inconsistent with, or modified by the terms of this Sublease. All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Prime Lease, unless with the context clearly requires otherwise. Except same force and effect as if fully set forth herein at length, and except as otherwise expressly provided for in subsection (d) this Sublease, Subtenant shall keep, observe and Section 13 belowperform or cause to be kept, the rights observed and obligations contained in performed, faithfully all those terms, covenants and conditions of Sublandlord under the Prime Lease with respect to the Subleased Premises areDemised Premises. The parties specifically agree that any provisions relating to any construction obligations of “Prime Landlord” under the Prime Lease, during are hereby deleted; provided, however, the Term hereof hereby imposed upon the respective parties hereto, Sublessor being substituted for “Landlord,” (except foregoing provision shall in the following: the elections and determinations and responsibilities under Section 5.06B, Section 6.02A, Section 6.02B, Section 7.01B(ii) and (iii), Section 7.01F, Section 7.01G (Sublessor agreeing no way be construed as limiting Sublandlord’s obligation to use its reasonable commercially reasonable, good faith efforts as provided to enforce, pursuant to Section 9(b) below, the obligations of Prime Landlord under the Prime Lease, including, without limitation, the obligations of Prime Landlord set forth in Section 13(c8(a) of the Prime Lease. For the purposes of this Sublease and for purposes of the Prime Lease as applied to cause Landlord the Subtenant, all references to comply with its obligations thereunder)the Premises in the Prime Lease shall be deemed to refer only to the Demised Premises, Sections 7.07Ball references to the “Term” or “initial Term” therein shall refer to the Term under this Sublease, Section 7.07Call references to “Landlord” therein shall, Section 7.09C, Section 8.04, Section 13.01, Section 18.01A(i), Section 18.01B(i), Section 18.01B(vi), Section 18.01B(vii), Section 18.01D, Section 18.01E(i) (Sublessor agreeing to use its reasonable efforts except as provided in otherwise herein and subject to the first sentence of Section 13(c) of this Sublease to cause Landlord to comply with its obligations under Section 18.01), Section 18.03A, Section 18.04, Section 18.05, Section 18.06, Section 18.08A (but Sublessor shall still be required to provide Sublessee with the shaft space referred to in Section 6(e9(b) of this Sublease), Section 18.08Brefer to Sublandlord, Section 18.09(iii), Section 18.09(iv), Section 19.02, the restoration obligations of Landlord under Article 9 and Section 20.04B, excluding any such references to “Landlord” under Article 40 of the Prime Lease and further excluding any liabilities assumed by Landlord under the Prime Lease that are not expressly assumed by Sublandlord hereunder; and all references to “Tenant” therein shall continue refer to mean Landlord but the foregoing shall not relieve Sublessor of any of its obligations Subtenant except as expressly set forth in Section 6(e) herein. In addition, all representations, warranties, and obligations of Tenant with respect to “Tenant Improvements” under the Prime Lease shall be deemed to be representations, warranties, and obligations of Subtenant with respect to the “Initial Improvements” under this Sublease). Notwithstanding the foregoing, “Sublessee” being substituted for “Tenant,” “Sublease” being substituted for “Lease”, “Subleased Premises” being substituted for “Demised Premises” and “Base Rent” being substituted for “Fixed Rent.” “Sublessor” shall not be substituted for, but be added as a party in addition to, “Landlord” in the following provisions of the Prime Lease are hereby expressly excluded and shall not be incorporated in this Sublease: Basic Lease Information pertaining to Tenant, Tenant’s Address, the permitted uses of the Demised Premises, Scheduled Occupancy Date, Scheduled Rent Commencement Date, Expiration Date, Monthly Base Rent, Base Rent Adjustments, Security Deposit, Broker and Broker’s Fees; Sections 1(b); 3 (except that the definition of “Occupancy Date” in Section 3(a) is incorporated herein, all but the first three (3) sentences of Section 3(b) are incorporated herein but are subject to the extent incorporated herein): limitations set forth in Section 5.02A(ii9(b) of this Sublease; Section 4(b); subsection (iii) in Section 13, subsection (iii) in Section 21(a); 21(b); 21(e)(2); 34; 38, 39; 40(d), 43, 44, and Exhibit “D”. In addition, (1) references to “Tenant” in the first sentence of Section 5.02A(iii), Section 5.02A(iv); Section 5.03B; Section 5.06; Section 6.05, Section 6.06, 7.02; Section 8.03B4(a)(1) shall mean only Sublandlord; and (2) references to “Landlord” in Section 8.03C.1(d),

Incorporation of Prime Lease. (a) This Sublease and Except as otherwise expressly provided herein, Sublandlord grants to Subtenant, to share in common with Sublandlord, all of SublesseeSublandlord’s rights rights, benefits, and obligations hereunder are in all respects subject and subordinate to the Prime Lease and all of the terms and conditions thereof (whether or not incorporated by reference hereunder) and all leases, mortgages, deeds, deeds of trust or other instruments and to all other matters to which the Prime Lease is or shall be subordinate and modifications, amendments, restatements, renewals or consolidations thereof, provided, Sublessor has in each instance demanded a non-disturbance agreement interests with respect to the Prime Lease with respect Sublet Premises, and Subtenant agrees to each such mortgage, lease, deed or other instrument to which it is entitled accept from Sublandlord and hereby assumes all of Sublandlord’s obligations and burdens under the Prime Lease. This section shall be self-operative and no further instrument of subordination shall be required to be executed by any party to effect such subordination; provided, however that Sublessee, within ten (10) days of a written request therefor, shall execute any certificate that Sublessor or Landlord may reasonably request from time to time to confirm such subordination. (b) The Prime Lease is hereby incorporated into this Sublease in its entirety except as hereinafter expressly set forth and except to the extent any provisions thereof do not relate to the Subleased Premises or are inapplicable, inconsistent with, or modified by the terms of this Sublease. All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Prime Lease, unless the context clearly requires otherwise. Except as provided in subsection (d) and Section 13 below, the rights and obligations contained in the Prime Lease with respect to the Subleased Premises areSublet Premises, during as if all of such rights and obligations were set forth herein in their entirety, provided that the Term terms and conditions hereof hereby imposed upon shall be controlling whenever the respective parties heretoterms and conditions of the Prime Lease are contradictory to or inconsistent with the terms and conditions hereof, Sublessor being substituted and provided further that those provisions of the Prime Lease which are protective and for “Landlord,” (except the benefit of the Landlord shall in the following: the elections and determinations and responsibilities under Section 5.06B, Section 6.02A, Section 6.02B, Section 7.01B(ii) and (iii), Section 7.01F, Section 7.01G (Sublessor agreeing to use its reasonable efforts as provided in Section 13(c) of this Sublease be deemed to cause be protective and for the benefit of the Landlord to comply with its obligations thereunder), Sections 7.07B, Section 7.07C, Section 7.09C, Section 8.04, Section 13.01, Section 18.01A(i), Section 18.01B(i), Section 18.01B(vi), Section 18.01B(vii), Section 18.01D, Section 18.01E(i) (Sublessor agreeing to use its reasonable efforts as provided in Section 13(c) of this Sublease to cause Landlord to comply with its obligations under Section 18.01), Section 18.03A, Section 18.04, Section 18.05, Section 18.06, Section 18.08A (but Sublessor shall still be required to provide Sublessee with the shaft space referred to in Section 6(e) of this Sublease), Section 18.08B, Section 18.09(iii), Section 18.09(iv), Section 19.02, the restoration obligations of Landlord under Article 9 and Section 20.04B, “Landlord” shall continue to mean Landlord but Sublandlord. Notwithstanding the foregoing shall not relieve Sublessor of any of its obligations set forth in Section 6(e) of this Sublease)sentence, “Sublessee” being substituted for “Tenant,” “Sublease” being substituted for “Lease”, “Subleased Premises” being substituted for “Demised Premises” and “Base Rent” being substituted for “Fixed Rent.” “Sublessor” shall not be substituted for, but be added as a party in addition to, “Landlord” in the following provisions of the Prime Lease (are not incorporated into this Sublease and Subtenant shall have no rights or obligations with respect to the extent incorporated herein): subject matter thereof: Section 5.02A(ii), 2.02; Article 3; the second paragraph of Section 5.02A(iii), Section 5.02A(iv)7.05; Section 5.03B13.01; the second paragraph of Section 14.01; Section 5.0616.02; Section 6.05, Section 6.06, 7.0217.09; Section 8.03B17.10; Section 17.22; Section 17.25; Exhibit “D”; Exhibit “G”; Exhibit “H”; Exhibit “J”; Exhibit “K”; Exhibit “L”; Exhibit “M”; Exhibit “N”; Exhibit “O”; and Exhibit “R”. Subtenant shall have no liability or obligation under the Prime Lease with regard to (a) any portion of the Leased Premises other than the Sublet Premises, or (b) any provisions of the Prime Lease, including provisions thereof involving the payment of rent or additional rent, which are replaced or superceded by the terms and provisions of this Sublease, or which are otherwise inapplicable to Subtenant and the Sublet Premises. Without limiting the generality of the foregoing, Subtenant shall have no liability or obligation under the following provisions of the Prime Lease: Article 4; Article 5; Section 8.03C.9.02; the last sentence of 10.01; and Exhibit “D”. Subtenant represents that it has read and is familiar with the terms of the Prime Lease.

Incorporation of Prime Lease. (a) This Sublease Subtenant hereby acknowledges and all agrees that it has received and reviewed a copy of Sublessee’s rights and obligations hereunder are in all respects subject and subordinate to the Prime Lease and all of the terms and conditions thereof (whether or not incorporated by reference hereunder) and all leases, mortgages, deeds, deeds of trust or other instruments and to all other matters to which the Prime Lease is or shall be subordinate and modifications, amendments, restatements, renewals or consolidations thereof, provided, Sublessor has in each instance demanded a non-disturbance agreement with respect to the Prime Lease with respect to each such mortgage, lease, deed or other instrument to which it is entitled under the Prime Lease. This section shall be self-operative and no further instrument of subordination shall be required to be executed by any party to effect such subordination; provided, however that Sublessee, within ten (10) days of a written request therefor, shall execute any certificate that Sublessor or Landlord may reasonably request from time to time to confirm such subordination. (b) The Prime Lease is hereby incorporated into this Sublease in its entirety except Except as hereinafter expressly otherwise set forth below, and except to the extent any consistent with the provisions thereof do not relate to the Subleased Premises or are inapplicable, inconsistent with, or modified by the terms of this Sublease. All capitalized terms used herein without definition shall have , the meanings ascribed to such terms in terms, provisions, covenants, and conditions of the Prime Lease, unless Lease are hereby incorporated by reference as if set forth at length herein on the context clearly requires otherwise. Except as provided in subsection (d) following basis: Subtenant hereby assumes and Section 13 below, agrees to perform all of the rights and obligations contained in of Sublandlord under the Prime Lease with respect to the Subleased Premises arePremises, accruing or payable during the Term hereof hereby imposed upon the respective parties hereto, Sublessor being substituted for “Landlord,” (except in the following: manner and time required under the elections and determinations and responsibilities under Section 5.06B, Section 6.02A, Section 6.02B, Section 7.01B(ii) and (iii), Section 7.01F, Section 7.01G (Sublessor agreeing to use its reasonable efforts as provided in Section 13(c) of this Sublease to cause Landlord to comply with its obligations thereunder), Sections 7.07B, Section 7.07C, Section 7.09C, Section 8.04, Section 13.01, Section 18.01A(i), Section 18.01B(i), Section 18.01B(vi), Section 18.01B(vii), Section 18.01D, Section 18.01E(i) (Sublessor agreeing to use its reasonable efforts as provided in Section 13(c) of this Sublease to cause Landlord to comply with its obligations under Section 18.01), Section 18.03A, Section 18.04, Section 18.05, Section 18.06, Section 18.08A (but Sublessor shall still be required to provide Sublessee with the shaft space referred to in Section 6(e) of this Sublease), Section 18.08B, Section 18.09(iii), Section 18.09(iv), Section 19.02, the restoration obligations of Landlord under Article 9 and Section 20.04B, Prime Lease. The term “Landlord” therein shall continue refer to mean Landlord but Sublandlord herein, its successors and assigns; the foregoing term “Tenant” therein shall refer to Subtenant herein, its permitted successors and assigns; the term “Premises” therein shall refer to the Premises; and the term “Lease” therein shall refer to this Sublease. Notwithstanding anything herein to the contrary, the following sections or articles of the Prime Lease are not relieve Sublessor of any of its obligations incorporated: The term “Premises” as set forth in Section 6(e1.1(a) of except to the extent that the same is applicable to the Premises under this Sublease), and the terms (and any related references) “Sublessee” being substituted for “Tenant,” “Sublease” being substituted for “LeaseService Annex”, “Subleased Premises” being substituted for “Demised Premises” Exterior Storage Area”, and “Base Rent” being substituted for “Fixed Rent.” “Sublessor” shall not be substituted forEmergency Generator Area”, but be added as a party in addition toSections 2.1, “Landlord” 2.2, 2.3, 2.6, and 3.1 (except the first and last sentences of Section 3.1(d), which are incorporated herein by reference), Article 5, Sections 7.2(c), 8.1(b), 9.1, 9.6(c), 10.1(b), 10.1(c), 10.1(d), 10.6, 11.1, 11.2(b), and 11.2(c), lines 8 through 18 of Section 15.1, Article 16, Sections 17.1, 17.15, 17.16, and 17.20, and Exhibit B. In addition, in the following provisions event of any conflict between the terms of the Prime Lease (and this Sublease, then as between Sublandlord and Subtenant, the terms of this Sublease shall prevail. Any reference in the Prime Lease to the extent incorporated herein): Section 5.02A(ii)obligations assumed by Subtenant hereunder which accrue during the Term shall survive and extend beyond the termination of this Sublease. This Sublease is subject to the terms, Section 5.02A(iii)covenants, Section 5.02A(iv); Section 5.03B; Section 5.06; Section 6.05agreements, Section 6.06provisions, 7.02; Section 8.03Band conditions of the Prime Lease; and Section 8.03C.the expiration or termination of the Prime Lease shall automatically cause a termination of this Sublease. If Sublandlord receives notice from Prime Landlord that (i) Sublandlord is in default under the Prime Lease and such default would give Prime Landlord the right, immediately or after the lapse of a period of time, to cancel or terminate the Prime Lease, or (ii) the Prime Lease is terminating, then in either event, Sublandlord shall, within three (3) Business Days of receipt of such notice, provide a copy of such notice to Subtenant.

Incorporation of Prime Lease. (a) This Sublease and all of SublesseeSubtenant’s rights under this Sublease shall at all times be subject to and obligations hereunder are in all respects subject and subordinate to the Prime Lease and is made upon all of the terms terms, covenants, and conditions thereof (whether or not incorporated by reference hereunder) and all leases, mortgages, deeds, deeds of trust or other instruments and to all other matters to which the Prime Lease is or shall be subordinate and modifications, amendments, restatements, renewals or consolidations thereof, provided, Sublessor has in each instance demanded a non-disturbance agreement with respect to the Prime Lease with respect to each such mortgage, lease, deed or other instrument to which it is entitled under the Prime Lease. This section shall be self-operative and no further instrument of subordination shall be required to be executed by any party to effect such subordination; provided, however that Sublessee, within ten (10) days of a written request therefor, shall execute any certificate that Sublessor or Landlord may reasonably request from time to time to confirm such subordination. (b) The Prime Lease is hereby incorporated into this Sublease in its entirety except as hereinafter expressly set forth and except to the extent any provisions thereof do not relate to the Subleased Premises or are inapplicable, inconsistent with, or modified by the terms of this Sublease. All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Prime Lease, unless with the context clearly requires otherwise. Except same force and effect as if fully set forth herein at length, and except as otherwise expressly provided for in subsection (d) this Sublease, Subtenant shall keep, observe and Section 13 belowperform or cause to be kept, the rights observed and obligations contained in performed, faithfully all those terms, covenants and conditions of Sublandlord under the Prime Lease with respect to the Subleased Premises areDemised Premises. The parties specifically agree that any provisions relating to any construction obligations of “Prime Landlord” under the Prime Lease, during are hereby deleted; provided, however, the Term hereof hereby imposed upon the respective parties hereto, Sublessor being substituted for “Landlord,” (except foregoing provision shall in the following: the elections and determinations and responsibilities under Section 5.06B, Section 6.02A, Section 6.02B, Section 7.01B(ii) and (iii), Section 7.01F, Section 7.01G (Sublessor agreeing no way be construed as limiting Sublandlord’s obligation to use its reasonable commercially reasonable, good faith efforts as provided to be enforce, pursuant to Section 9(b) below, the obligations of Prime Landlord under the Prime Lease, including, without limitation, the obligations of Prime Landlord set forth in Section 13(c8(a) of the Prime Lease. For the purposes of this Sublease and for purposes of the Prime Lease as applied to cause Landlord the Subtenant, all references to comply with its obligations thereunder)the Premises in the Prime Lease shall be deemed to refer only to the Demised Premises, Sections 7.07Ball references to the “Term” or “initial Term” therein all refer to the Term under this Sublease, Section 7.07Call references to “Landlord” therein shall, Section 7.09C, Section 8.04, Section 13.01, Section 18.01A(i), Section 18.01B(i), Section 18.01B(vi), Section 18.01B(vii), Section 18.01D, Section 18.01E(i) (Sublessor agreeing to use its reasonable efforts except as provided in otherwise herein and subject to the first sentence of Section 13(c) of this Sublease to cause Landlord to comply with its obligations under Section 18.01), Section 18.03A, Section 18.04, Section 18.05, Section 18.06, Section 18.08A (but Sublessor shall still be required to provide Sublessee with the shaft space referred to in Section 6(e9(b) of this Sublease), Section 18.08Brefer to Sublandlord, Section 18.09(iii), Section 18.09(iv), Section 19.02, the restoration obligations of Landlord under Article 9 and Section 20.04B, excluding any such references to “Landlord” shall continue to mean Landlord but the foregoing shall not relieve Sublessor of any of its obligations set forth in Section 6(e) of this Sublease), “Sublessee” being substituted for “Tenant,” “Sublease” being substituted for “Lease”, “Subleased Premises” being substituted for “Demised Premises” and “Base Rent” being substituted for “Fixed Rent.” “Sublessor” shall not be substituted for, but be added as a party in addition to, “Landlord” in the following provisions under Article 40 of the Prime Lease (to and further excluding any liabilities assumed by Landlord under the extent incorporated herein): Section 5.02A(ii), Section 5.02A(iii), Section 5.02A(iv); Section 5.03B; Section 5.06; Section 6.05, Section 6.06, 7.02; Section 8.03BPrime Lease that are not expressly assumed by Sublandlord hereunder; and Section 8.03C.all references to “Tenant” therein shall refer to Subtenant except as expressly set forth herein. In addition, all representations, warranties, and obligations of Tenant