Common use of Incorporation of Sublease Clause in Contracts

Incorporation of Sublease. All of the terms and provisions of the Master Lease, except as specifically excluded therefrom in this paragraph, are incorporated into and made a part of this Sublease and the rights and obligations of the parties under the Master Lease are hereby imposed upon the parties hereto with respect to the Subleased Premises, Sublandlord being substituted for the “Landlord” in the Master Lease (except in Sections 1, 7, 9, 10(f), 12, 16, 20, 21, 39(c), and the introductory paragraph of 39, in which references to “Landlord” shall continue to be deemed to refer to the Master Landlord, not Sublandlord) and Subtenant being substituted for the “Tenant” in the Master Lease. It is further understood that where reference is made in the Master Lease to the “Premises,” the same shall mean the Subleased Premises as defined herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; and where reference is made to “this Lease,” the same shall mean this Sublease. Notwithstanding the foregoing, Sublandlord shall have no obligation to perform any of Master Landlord’s obligations under the Master Lease but upon request of Subtenant, Sublandlord shall use commercially reasonable efforts to cause Master Landlord to perform such obligations. The following Sections of the Master Lease are not incorporated herein: Basic Lease information, Sections 2, 3(a), 3(b), 3(c), 32, 34, 37, 42, 43, 44, 45, Exhibit B (Work Letter), Exhibit F (Form of Letter of Credit), and Exhibit G (Description of Second Building). Sublandlord represents and warrants to Subtenant that (i) except as specifically set forth herein, the Master Lease is unmodified and in full force and effect, (ii) to the best of Sublandlord’s knowledge, Sublandlord is not in default under the Master Lease, nor is there any event or circumstance which has occurred or is occurring that with notice or the passage of time or both would result in a default by Sublandlord under the Master Lease, (iii) to the best of Sublandlord’s knowledge, Master Landlord is not in default under the Master Lease, nor is there any event or circumstance which has occurred or is occurring that with notice or the passage of time or both would result in a default by Master Landlord under the Master Lease, (iv) Sublandlord shall not exercise its termination rights, if any, under the Master Lease (except any such rights arising from a condemnation or casualty of the Master Lease Premises) or otherwise agree to an early termination of the Master Lease or surrender of the Subleased Premises unless Master Landlord accepts this Sublease as a direct lease between Master Landlord and Subtenant and (v) Sublandlord shall not amend or otherwise modify the terms of the Master Lease in a manner that would materially and adversely affect Subtenant’s use and enjoyment of the Subleased Premises as contemplated by this Sublease.

Incorporation of Sublease. (a) All of the terms and provisions of the Master Lease, except as specifically excluded therefrom provided in this paragraphsubsection (b) below, are incorporated into and made a part of this Sublease and the rights and obligations of the parties under the Master Lease are hereby imposed upon the parties hereto with respect to the Subleased Premises, Sublandlord being substituted for the “"Landlord” " in the Master Lease (except in Sections 1Lease, 7, 9, 10(f), 12, 16, 20, 21, 39(c), and the introductory paragraph of 39, in which references to “Landlord” shall continue to be deemed to refer to the Master Landlord, not Sublandlord) and Subtenant being substituted for the “"Tenant” " in the Master Lease. It is further understood that where reference is made in the Master Lease to the “"Premises,” " the same shall mean the Subleased Premises as defined herein; where reference is made to the “"Commencement Date,” " the same shall mean the Commencement Date as defined herein; and where reference is made to “"this Lease,” " the same shall mean this Sublease. Notwithstanding the foregoing, Sublandlord shall have no obligation to perform any of Master Landlord’s obligations under the Master Lease but upon request of Subtenant, Sublandlord shall use commercially reasonable efforts to cause Master Landlord to perform such obligations. . (b) The following Sections of the Master Lease are not incorporated herein: Basic Lease information, Sections 2, 3(a)3, 3(b)9, 3(c)12, 3214, 3420, 3721, 4224, 4327. (c) Subtenant hereby assumes and agrees to perform for Sublandlord's benefit, 44during the term of this Sublease, 45, Exhibit B (Work Letter), Exhibit F (Form all of Letter Sublandlord's obligations with respect to the Premises under the provisions of Credit), and Exhibit G (Description of Second Building). Sublandlord represents and warrants to Subtenant that (i) except as specifically set forth herein, the Master Lease is unmodified incorporated herein (and modified hereby), except as otherwise provided herein. Subtenant shall not commit or permit to be committed any act or omission by Subtenant or its agents, employees, contractors or invitees which violates any term or condition of the Master Lease. Sublandlord will cooperate with Subtenant in full force enforcing the Master Lease against Master Landlord in order to obtain for Subtenant the services and effect, (ii) other benefits to be provided by Master Landlord to the best of Sublandlord’s knowledge, Sublandlord is not in default Premises under the Master Lease; however, nor is there any event or circumstance which has occurred or is occurring that with notice or the passage of time or both would result in a default by Sublandlord under the Master Lease, (iii) to the best of Sublandlord’s knowledge, Master Landlord is not in default under the Master Lease, nor is there any event or circumstance which has occurred or is occurring that with notice or the passage of time or both would result in a default by Master Landlord under the Master Lease, (iv) Sublandlord foregoing shall not exercise relieve Sublandlord of its termination rightsobligations under this Sublease. Except as otherwise provided herein, if any, under the Master Lease (except any such rights arising from a condemnation or casualty of the Master Lease Premises) or otherwise agree to an early termination of the Master Lease or surrender of the Subleased Premises unless Master Landlord accepts this Sublease as a direct lease between Master Landlord shall be subject and Subtenant and (v) Sublandlord shall not amend or otherwise modify subordinate to all of the terms of the Master Lease Lease. It is the intention of Sublandlord and Subtenant that, in a manner that would materially the event of any inconsistency or contradiction between the Sublease and adversely affect the Master Lease, the terms of this Sublease shall control as between Sublandlord and Subtenant’s use and enjoyment of the Subleased Premises as contemplated by this Sublease.

Incorporation of Sublease. All 3 4 3B.1 Except as herein otherwise expressly provided and except for the obligation to pay rent and additional rent under the Sublease, all of the terms terms, covenants, conditions and provisions of in the Master LeaseSublease are hereby incorporated in, except as specifically excluded therefrom in this paragraph, are incorporated into and made a part of this Underlease, with the exception of the "Excluded Sublease Articles" (as hereinafter defined) (the incorporated terms, provisions, covenants and conditions are collectively called the "Incorporated Sublease Articles"), and such rights and obligations of as are contained in the parties under the Master Lease Sublease are hereby imposed upon the respective parties hereto with respect to hereto; the Subleased Premises, Sublandlord Underlandlord herein being substituted for the “Landlord” "Sublessor" named in the Master Lease (except in Sections 1, 7, 9, 10(f), 12, 16, 20, 21, 39(c), Sublease and the introductory paragraph of 39, in which references to “Landlord” shall continue to be deemed to refer to the Master Landlord, not Sublandlord) and Subtenant Undertenant herein being substituted for the “Tenant” "Sublessee" named in the Master LeaseSublease; provided, however, that the Underlandlord herein shall not be liable for any defaults by Sublessor and Underlandlord shall have all of the rights, but none of the obligations, under the Incorporated Sublease Articles. It is further understood If the Sublease shall be terminated for any reason during the term hereof, then and in that where reference is made in the Master Lease to the “Premises,” the same event this Underlease shall mean the Subleased Premises as defined herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; thereupon automatically terminate, and where reference is made to “this Lease,” the same shall mean this Sublease. Notwithstanding the foregoing, Sublandlord Underlandlord shall have no obligation liability to perform any of Master Landlord’s obligations Undertenant by reason thereof unless such termination was caused by Underlandlord's default under the Master Lease but Sublease or Underlandlord's voluntary agreement to terminate the Sublease. Upon the termination of this Underlease, whether by forfeiture, lapse of time or otherwise, or upon request the termination of SubtenantUndertenant's right to possession, Undertenant will at once surrender and deliver up the Premises in good condition and repair, reasonable wear and tear excepted. Notwithstanding anything to the contrary contained in this Underlease, Undertenant agrees that Underlandlord may at any time after the date hereof surrender the Sublease and the premises demised thereunder to Sublandlord, provided Sublandlord shall use commercially reasonable efforts deliver a written agreement to cause Master Landlord to perform Undertenant providing that notwithstanding such obligations. The following Sections surrender Sublandlord shall not disturb Undertenant's occupancy of the Master Lease are not incorporated herein: Basic Lease information, Sections 2, 3(a), 3(b), 3(c), 32, 34, 37, 42, 43, 44, 45, Exhibit B (Work Letter), Exhibit F (Form of Letter of Credit), and Exhibit G (Description of Second Building). Sublandlord represents and warrants to Subtenant that (i) except Premises so long as specifically set forth herein, the Master Lease is unmodified and in full force and effect, (ii) to the best of Sublandlord’s knowledge, Sublandlord Undertenant is not in default under hereunder if Undertenant shall at Sublandlord's election either (i) attorn to Sublandlord as if Sublandlord were the Master Lease, nor is there any event Underlandlord hereunder or circumstance which has occurred or is occurring that (ii) enter into a lease with notice or Sublandlord for the passage of time or both would result in a default by Sublandlord under the Master Lease, (iii) to the best of Sublandlord’s knowledge, Master Landlord is not in default under the Master Lease, nor is there any event or circumstance which has occurred or is occurring that with notice or the passage of time or both would result in a default by Master Landlord under the Master Lease, (iv) Sublandlord shall not exercise its termination rights, if any, under the Master Lease (except any such rights arising from a condemnation or casualty remaining term of the Master Lease Premises) or otherwise agree to an early termination of Underlease on the Master Lease or surrender of the Subleased Premises unless Master Landlord accepts this Sublease as a direct lease between Master Landlord same terms and Subtenant and (v) Sublandlord shall not amend or otherwise modify the terms of the Master Lease in a manner that would materially and adversely affect Subtenant’s use and enjoyment of the Subleased Premises as contemplated by this Subleaseconditions contained herein.

Incorporation of Sublease. All of the terms and provisions of the Master Lease, except as specifically excluded therefrom in this paragraph, are incorporated into and made a part of this Sublease and the rights and obligations of the parties under the Master Lease are hereby imposed upon the parties hereto with respect to the Subleased Premises, Sublandlord being substituted for the “Landlord” in the Master Lease (except in Sections 1, 7, 9, 10(f), 12, 16, 20, 21, 39(c), and the introductory paragraph of 39, in which references to “Landlord” shall continue to be deemed to refer to the Master Landlord, not Sublandlord) and Subtenant being substituted for the “Tenant” in the Master Lease. It is further understood that where reference is made in the Master Lease to the “Premises,” the same shall mean the Subleased Premises as defined herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; and where reference is made to “this Lease,” the same shall mean this Sublease. Notwithstanding the foregoing, Sublandlord shall have no obligation to perform any of Master Landlord’s obligations under the Master Lease but upon request of Subtenant, Sublandlord shall use commercially reasonable efforts to cause Master Landlord to perform such obligations. The following Sections of the Master Lease are not incorporated herein: Basic Lease information, Sections 2, 3(a), 3(b), 3(c), 32, 34, 37, 42, 43, 44, 45, Exhibit B (Work Letter), Exhibit F (Form of Letter of Credit), and Exhibit G (Description of Second Building). Sublandlord represents and warrants to Subtenant that (i) except as specifically set forth herein, the Master Lease is unmodified and in full force and effect, (ii) to the best of Sublandlord’s knowledge, Sublandlord is not in default under the Master Lease, nor is there any event or circumstance which has occurred or is occurring that with notice or the passage of time or both would result in a default by Sublandlord under the Master Lease, (iii) to the best of Sublandlord’s knowledge, Master Landlord is not in default under the Master Lease, nor is there any event or circumstance which has occurred or is occurring that with notice or the passage of time or both would result in a default by Master Landlord under the Master Lease, (iv) Sublandlord shall not exercise its termination rights, if any, under the Master Lease (except any such rights arising from a condemnation or casualty of the Master Lease Premises) or otherwise agree to an early termination of the Master Lease or surrender of the Subleased Premises unless Master Landlord accepts this Sublease as a direct lease between Master Landlord and Subtenant and (v) Sublandlord shall not amend or otherwise modify the terms of the Master Lease in a manner that would materially and adversely affect affect; Subtenant’s use and enjoyment of the Subleased Premises as contemplated by this Sublease.

Incorporation of Sublease. Sub-Sublandlord’s rights in and to the Sub-Sublease Premises are governed by the Sublease. This Sub-Sublease shall be subject and subordinate in all respects to the Sublease. All of the terms terms, covenants and provisions conditions of the Master LeaseSublease, to the extent applicable to the Sub-Sublease Premises, shall be, except as specifically excluded therefrom otherwise expressly provided in this paragraphSub-Sublease or where inapplicable to or inconsistent with this Sub-Sublease, are (i) incorporated by reference into this Sub-Sublease as if completely set forth herein, and made a part of (ii) interpreted as if Sub-Sublandlord was the “Sublessor,” Sub-Subtenant was the “Subtenant,” this Sub-Sublease was the “Sublease,” and the rights and obligations Sublease Premises were the “Demised Premises” under the applicable incorporated term, covenant, or condition of the parties under the Master Lease are hereby imposed upon the parties hereto with respect to the Subleased Premises, Sublandlord being substituted for the “Landlord” in the Master Lease (except in Sections 1, 7, 9, 10(f), 12, 16, 20, 21, 39(c), and the introductory paragraph of 39, in which references to “Landlord” shall continue to be deemed to refer to the Master Landlord, not Sublandlord) and Subtenant being substituted for the “Tenant” in the Master Lease. It is further understood that where reference is made in the Master Lease to the “Premises,” the same shall mean the Subleased Premises as defined herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; and where reference is made to “this Lease,” the same shall mean this Sublease. Notwithstanding the foregoing, the parties agree that the following provisions of the Sublease are not so incorporated herein by reference: Article 2(B), Article 4, Article 7, Article 12, Article 21, Article 23, Article 25, Article 27, Article 35, and Article 40. Sub-Subtenant shall perform all obligations of Sub-Sublandlord, as Subtenant under the Sublease, to the extent related to the Sub-Sublease Premises (except that Sub-Subtenant’s obligations for rent shall be limited to the obligation to pay Sub-Sublease Rent as set forth in Section 5 of this Sub-Sublease). Sub-Sublandlord agrees that it shall be responsible for performing those obligations of Subtenant under the incorporated provisions of the Sublease to the extent that Sub-Subtenant is not responsible for such obligations pursuant to the terms of this Sub-Sublease. Notwithstanding the foregoing, Sub-Subtenant expressly agrees and acknowledges that Sub-Sublandlord shall not be obligated to perform, and shall not be liable for the performance by Sublessor or any of the covenants and obligations of Sublessor under the Sublease or as incorporated into this Sub-Sublease and that Sub-Subtenant shall have no obligation claim against Sub-Sublandlord by reason of any default by Sublessor in performing such covenants and obligations. Notwithstanding anything to perform the contrary, if Sublessor defaults in any of Master Landlord’s its obligations under the Master Lease but Sublease and such default shall adversely affect Sub-Subtenant’s use of the Sub-Sublease Premises or shall adversely affect any of Sub-Subtenant’s rights under this Sub-Sublease, Sub-Sublandlord shall, upon request of Sub-Subtenant, make a demand upon Sublessor to perform its obligations under the Sublease with respect to the Demised Premises. If following the making of such demand, Sublessor shall fail to perform its obligations under the Sublease, then upon Sub-Subtenant’s request, Sub-Sublandlord shall, at Sub-Subtenant’s expense, take all commercially reasonable measures, including, without limitation, if reasonably requested by Sub-Subtenant (and at Sub-Subtenant’s expense, as approved by Sub-Subtenant in advance), commence a proceeding or, if so provided in the Sublease, arbitration to enforce the relevant provisions of the Sublease on behalf of Sub-Subtenant with respect thereto, provided that Sub-Sublandlord need not commence or continue any such measures or proceedings (i) unless Sub-Subtenant has advanced to Sub-Sublandlord all of the expected expenses related thereto as reasonably estimated from time to time by Sub-Sublandlord, or (ii) if such measures or proceedings will adversely and materially affect Sub-Sublandlord’s use or occupancy of the balance of the Demised Premises or any of Sub-Sublandlord’s rights under this Sub-Sublease or the Sublease. To the extent Sub-Sublandlord elects to jointly participate in any such measures or proceedings for Sub-Sublandlord’s own benefit due to an issue relating to the balance of the Demised Premises outside of the Sub-Sublease Premises or other issue relating to Sub-Sublandlord’s rights, then Sub-Sublandlord agrees to pay its proportionate share of the cost of such measure or proceeding. Sub-Sublandlord shall use commercially reasonable efforts not agree to cause Master Landlord any amendment to perform such obligations. The following Sections or termination of the Master Lease are not incorporated herein: Basic Lease information, Sections 2, 3(a), 3(b), 3(c), 32, 34, 37, 42, 43, 44, 45, Exhibit B (Work Letter), Exhibit F (Form of Letter of Credit), and Exhibit G (Description of Second Building). Sublandlord represents and warrants to Subtenant Sublease that (i) except as specifically set forth hereinwould materially adversely affect Sub-Subtenant’s rights, the Master Lease is unmodified and in full force and effector expand Sub-Subtenant’s obligations, under this Sub-Sublease, or (ii) to the best of Sublandlordwould have a material adverse effect on Sub-Subtenant’s knowledge, Sublandlord is not in default under the Master Lease, nor is there any event occupancy or circumstance which has occurred or is occurring that with notice or the passage of time or both would result in a default by Sublandlord under the Master Lease, (iii) to the best of Sublandlord’s knowledge, Master Landlord is not in default under the Master Lease, nor is there any event or circumstance which has occurred or is occurring that with notice or the passage of time or both would result in a default by Master Landlord under the Master Lease, (iv) Sublandlord shall not exercise its termination rights, if any, under the Master Lease (except any such rights arising from a condemnation or casualty use of the Master Lease Premises) or otherwise agree to an early termination of the Master Lease or surrender of the Subleased Sub-Sublease Premises unless Master Landlord accepts this Sublease as a direct lease between Master Landlord and Subtenant and (v) Sublandlord shall not amend or otherwise modify the terms of the Master Lease for their intended purposes, without, in a manner that would materially and adversely affect either event, first obtaining Sub-Subtenant’s use prior written approval thereof, which consent may be granted or withheld in Sub-Subtenant’s sole and enjoyment of the Subleased Premises as contemplated by this Subleaseabsolute discretion.

Incorporation of Sublease. All Notwithstanding any other provision of this Sub-sublease to the contrary, this Sub-sublease and Sub-subtenant’s rights under this Sub-sublease shall at all times be subject to all of the terms terms, covenants, and provisions conditions of the Master LeaseSublease (a copy of which agreement, as currently in effect, Sub-subtenant hereby represents that it has received), with the same force and effect as if fully set forth herein, and except as specifically excluded therefrom in this paragraphotherwise expressly provided for herein, are incorporated into Sub-subtenant shall keep, observe and made a part perform or cause to be kept, observed and performed, faithfully all those terms, covenants and conditions of this Sublease and the rights and obligations of the parties Sub-sublandlord as Sublessee under the Master Lease are hereby imposed upon the parties hereto Sublease with respect to the Subleased Sub-subleased Premises. Except as otherwise provided hereby, the terms, conditions, rights and responsibilities of the Sublease are incorporated herein by reference, and Sub-sublandlord shall have the rights and responsibilities with respect to the Sub-subtenant that the Subublandlord has with respect to Sub-sublandlord pursuant to the Sublease, and Sub-subtenant shall have the rights and responsibilities with respect to Sub-sublandlord that Sub-sublandlord has with respect to the Sublandlord pursuant to the Sublease. However, to the extent that the Sublease requires or obligates Sublandlord to maintain, repair, restore, or otherwise expend any money or take any action to preserve and maintain all or any portion of the Sub-subleased Premises or to furnish any services to the Sub-subleased Premises, Sublandlord being substituted for such obligation shall not pass to Sub-sublandlord by reason of this Sub-sublease and shall remain with the “Landlord” in Sublandlord. Subject to the Master Lease first sentence of this Section 13.5 (except in Sections 1, 7, 9, 10(fb), 12, 16, 20, 21, 39(c), with respect to the relationship between the Sub-sublandlord and the introductory paragraph Sub-subtenant, the terms, covenants and conditions of 39this Sub-sublease shall control with respect to any conflict or inconsistency between the terms, in which references to “Landlord” shall continue to be deemed to refer to covenants and conditions contained herein and the Master Landlordterms, not Sublandlord) covenants and Subtenant being substituted for the “Tenant” in the Master Lease. It is further understood that where reference is made in the Master Lease to the “Premises,” the same shall mean the Subleased Premises as defined herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; and where reference is made to “this Lease,” the same shall mean this Sublease. Notwithstanding the foregoing, Sublandlord shall have no obligation to perform any of Master Landlord’s obligations under the Master Lease but upon request of Subtenant, Sublandlord shall use commercially reasonable efforts to cause Master Landlord to perform such obligations. The following Sections conditions of the Master Lease are not incorporated herein: Basic Lease information, Sections 2, 3(a), 3(b), 3(c), 32, 34, 37, 42, 43, 44, 45, Exhibit B (Work Letter), Exhibit F (Form of Letter of Credit), and Exhibit G (Description of Second Building). Sublandlord represents and warrants to Subtenant that (i) except as specifically set forth herein, the Master Lease is unmodified and in full force and effect, (ii) to the best of Sublandlord’s knowledge, Sublandlord is not in default under the Master Lease, nor is there any event or circumstance which has occurred or is occurring that with notice or the passage of time or both would result in a default by Sublandlord under the Master Lease, (iii) to the best of Sublandlord’s knowledge, Master Landlord is not in default under the Master Lease, nor is there any event or circumstance which has occurred or is occurring that with notice or the passage of time or both would result in a default by Master Landlord under the Master Lease, (iv) Sublandlord shall not exercise its termination rights, if any, under the Master Lease (except any such rights arising from a condemnation or casualty of the Master Lease Premises) or otherwise agree to an early termination of the Master Lease or surrender of the Subleased Premises unless Master Landlord accepts this Sublease as a direct lease between Master Landlord and Subtenant and (v) Sublandlord shall not amend or otherwise modify the terms of the Master Lease in a manner that would materially and adversely affect Subtenant’s use and enjoyment of the Subleased Premises as contemplated by this Sublease.

Incorporation of Sublease. (a) All of the terms and provisions of the Master Lease, except as specifically excluded therefrom provided in this paragraphsubsection (b) below, are incorporated into and made a part of this Sublease Sublease, and the rights and obligations of the parties under the Master Lease are hereby imposed upon the parties hereto with respect to the Subleased Premises, the Subleased Premises being substituted for the Premises, the Initial Office Term and Additional Office Term, being substituted, as appropriate, for the Term, the Sublandlord being substituted for the “Landlord” Landlord in the Master Lease (except in Sections 1Lease, 7, 9, 10(f), 12, 16, 20, 21, 39(c), and the introductory paragraph of 39, in which references to “Landlord” shall continue to be deemed to refer to the Master Landlord, not Sublandlord) and Subtenant being substituted for the “Tenant” in the Master Lease. It is further understood that where reference is made Tenant in the Master Lease with respect to the “Subleased Premises,” , provided, however, that under no circumstance shall Sublandlord be obligated to, or be responsible or liable in any way, for Sublandlord’s or Master Landlord’s failure to, (i) perform any acts required to be completed by Master Landlord under the same shall mean Master Lease, (ii) supply any item, including, but not limited to, any utility or service to the Subleased Premises required to be supplied by Master Landlord under the Master Lease, or (iii) complete any work and/or maintenance in the Subleased Premises required to be completed by Master Landlord under the Master Lease; and no such failure will in any way excuse Subtenant’s performance under this Sublease or entitle Subtenant to any abatement of rent or other charge. In all provisions of the Master Lease requiring the approval or consent of Master Landlord, Subtenant shall be required to obtain the approval or consent of both Sublandlord and Master Landlord. In all provisions of the Master Lease requiring that the tenant thereunder deliver notice to Master Landlord, Subtenant shall be required to deliver notice concurrently to Sublandlord and Master Landlord. In all provisions of the Master Lease requiring tenant to submit, exhibit to, supply or provide Master Landlord with evidence, certificates, or any other matter or thing, Subtenant shall be required to submit, exhibit to, supply or provide, as defined herein; where reference is made to the “Commencement Date,” case may be, the same shall mean the Commencement Date as defined herein; to both Master Landlord and where reference is made to “this Lease,” the same shall mean this SubleaseSublandlord. Notwithstanding the foregoingIn any such instance, Sublandlord shall have no determine if such evidence, certificate or other matter or thing shall be satisfactory. In addition, (A) with respect to work, services, repairs, restoration, insurance, indemnities, representations, warranties or the performance of any other obligation of Master Landlord under the Master Lease, the sole obligation of Sublandlord shall be to perform any of request the same in writing from Master Landlord as and when requested to do so by Subtenant, and to use Sublandlord’s reasonable efforts (without requiring Sublandlord to spend more than a nominal sum) to obtain Master Landlord’s obligations performance; (B) with respect to any obligation of Subtenant to be performed under this Sublease, wherever the Master Landlord grants to Sublandlord a specified number of days to perform its obligation under the Master Lease, except as otherwise provided herein, Subtenant shall have three (3) fewer days to perform the obligation, including, without limitations, curing any defaults; (C) in any case where the “Landlord” reserves or is granted the right to manage, supervise, control, repair, alter, regulate the use of, enter or use the Premises or any areas beneath, above or adjacent thereto, such reservation or grant of right of entry shall be deemed to be benefit of both Master Landlord and Sublandlord; (D) in any case where “Tenant” is to indemnify, release or waive claims against “Landlord”, such indemnity, release or waiver shall be deemed to run from Subtenant to both Master Landlord and Sublandlord; and (E) in any case where “Tenant” is to execute and deliver certain documents or notices to “Landlord” such obligation shall be deemed to run from Subtenant to both Master Landlord and Sublandlord. In the event any casualty or condemnation gives either Master Landlord or Sublandlord the right to terminate the Master Lease but upon request and such right is exercised, this Sublease shall be terminated as of Subtenantthe date the Master Lease is so terminated, and neither Master Landlord nor Sublandlord shall use commercially reasonable efforts have any liability to cause Master Landlord to perform Subtenant by reason of such obligations. termination. (b) The following Sections of the Master Lease are not incorporated herein: Basic Lease informationthe introductory paragraphs, Sections 1, 2, 3(a3, 4, 5, 6, 10, 11, 13, 14 17, 22 (except the second sentence of Section 22(a)), 3(b)35, 3(c)38, 3239, 3440, 3741, 4242 and 43(k) and Exhibits A, 43C and G. (c) Subtenant hereby assumes and agrees to perform for Sublandlord’s benefit, 44during the term of this Sublease, 45, Exhibit B (Work Letter), Exhibit F (Form of Letter of Credit), and Exhibit G (Description of Second Building). Sublandlord represents and warrants to Subtenant that (i) except as specifically set forth herein, the Master Lease is unmodified and in full force and effect, (ii) to the best all of Sublandlord’s knowledge, Sublandlord is not in default obligations with respect to the Subleased Premises under the Master Lease, nor is there except as otherwise provided herein. Subtenant shall not commit or permit to be committed any event act or circumstance omission which has occurred violates any term or is occurring that with notice or the passage condition of time or both would result in a default by Sublandlord under the Master Lease, (iii) . This Sublease shall be subject and subordinate to the best all of Sublandlord’s knowledge, Master Landlord is not in default under the Master Lease, nor is there any event or circumstance which has occurred or is occurring that with notice or the passage of time or both would result in a default by Master Landlord under the Master Lease, (iv) Sublandlord shall not exercise its termination rights, if any, under the Master Lease (except any such rights arising from a condemnation or casualty of the Master Lease Premises) or otherwise agree to an early termination of the Master Lease or surrender of the Subleased Premises unless Master Landlord accepts this Sublease as a direct lease between Master Landlord and Subtenant and (v) Sublandlord shall not amend or otherwise modify the terms of the Master Lease. If the Master Lease is terminated for any reason whatsoever, this Sublease shall automatically terminate and in a manner that would materially and adversely affect such event Sublandlord shall have no liability whatsoever to Subtenant’s use and enjoyment of the Subleased Premises as contemplated by this Sublease.

Incorporation of Sublease. (a) All of the terms and provisions of the Master Lease, except as specifically excluded therefrom provided in this paragraphsubsection (b) below, are incorporated into and made a part of this Sublease Sublease, and the rights and obligations of the parties under the Master Lease are hereby imposed upon the parties hereto with respect to the Subleased Premises, the Subleased Premises being substituted for the Premises, the Term being substituted for the Term, the Sublandlord being substituted for the “Landlord” Landlord in the Master Lease (except in Sections 1Lease, 7, 9, 10(f), 12, 16, 20, 21, 39(c), and the introductory paragraph of 39, in which references to “Landlord” shall continue to be deemed to refer to the Master Landlord, not Sublandlord) and Subtenant being substituted for the “Tenant” in the Master Lease. It is further understood that where reference is made Tenant in the Master Lease with respect to the “Subleased Premises,” , provided, however, that under no circumstance shall Sublandlord be obligated to, or be responsible or liable in any way, for Sublandlord’s or Master Landlord’s failure to, (i) perform any acts required to be completed by Master Landlord under the same shall mean Master Lease, (ii) supply any item, including, but not limited to, any utility or service to the Subleased Premises required to be supplied by Master Landlord under the Master Lease, or (iii) complete any work and/or maintenance in the Subleased Premises required to be completed by Master Landlord under the Master Lease; and no such failure will in any way excuse Subtenant’s performance under this Sublease or entitle Subtenant to any abatement of rent or other charge. In all provisions of the Master Lease requiring the approval or consent of Master Landlord, Subtenant shall be required to obtain the approval or consent of both Sublandlord and Master Landlord. In all provisions of the Master Lease requiring that the tenant thereunder deliver notice to Master Landlord, Subtenant shall be required to deliver notice concurrently to Sublandlord and Master Landlord. In all provisions of the Master Lease requiring tenant to submit, exhibit to, supply or provide Master Landlord with evidence, certificates, or any other matter or thing, Subtenant shall be required to submit, exhibit to, supply or provide, as defined herein; where reference is made to the “Commencement Date,” case may be, the same shall mean the Commencement Date as defined herein; to both Master Landlord and where reference is made to “this Lease,” the same shall mean this SubleaseSublandlord. Notwithstanding the foregoingIn any such instance, Sublandlord shall have no determine if such evidence, certificate or other matter or thing shall be satisfactory. In addition, (A) with respect to work, services, repairs, restoration, insurance, indemnities, representations, warranties or the performance of any other obligation of Master Landlord under the Master Lease, the sole obligation of Sublandlord shall be to perform any of request the same in writing from Master Landlord as and when requested to do so by Subtenant, and to use Sublandlord’s reasonable efforts (without requiring Sublandlord to spend more than a nominal sum) to obtain Master Landlord’s obligations performance; (B) with respect to any obligation of Subtenant to be performed under this Sublease, wherever the Master Landlord grants to Sublandlord a specified number of days to perform its obligation under the Master Lease, except as otherwise provided herein, Subtenant shall have three (3) fewer days to perform the obligation, including, without limitations, curing any defaults; (C) in any case where the “Landlord” reserves or is granted the right to manage, supervise, control, repair, alter, regulate the use of, enter or use the Premises or any areas beneath, above or adjacent thereto, such reservation or grant of right of entry shall be deemed to be benefit of both Master Landlord and Sublandlord; (D) in any case where “Tenant” is to indemnify, release or waive claims against “Landlord”, such indemnity, release or waiver shall be deemed to run from Subtenant to both Master Landlord and Sublandlord; and (E) in any case where “Tenant” is to execute and deliver certain documents or notices to “Landlord” such obligation shall be deemed to run from Subtenant to both Master Landlord and Sublandlord. In the event any casualty or condemnation gives either Master Landlord or Sublandlord the right to terminate the Master Lease but upon request and such right is exercised, this Sublease shall be terminated as of Subtenantthe date the Master Lease is so terminated, and neither Master Landlord nor Sublandlord shall use commercially reasonable efforts have any liability to cause Master Landlord to perform Subtenant by reason of such obligations. termination. (b) The following Sections of the Master Lease are not incorporated herein: Basic Lease informationthe introductory paragraphs, Sections 1, 2, 3(a3, 4, 5, 6, 10, 11, 13, 14 17, 22 (except the second sentence of Section 22(a)), 3(b)35, 3(c)38, 3239, 34, 3740, 42, 4343 and 44(k) and Exhibits A, 44C and G. (c) Subtenant hereby assumes and agrees to perform for Sublandlord’s benefit, 45during the term of this Sublease, Exhibit B (Work Letter), Exhibit F (Form of Letter of Credit), and Exhibit G (Description of Second Building). Sublandlord represents and warrants to Subtenant that (i) except as specifically set forth herein, the Master Lease is unmodified and in full force and effect, (ii) to the best all of Sublandlord’s knowledge, Sublandlord is not in default obligations with respect to the Subleased Premises under the Master Lease, nor is there except as otherwise provided herein. Subtenant shall not commit or permit to be committed any event act or circumstance omission which has occurred violates any term or is occurring that with notice or the passage condition of time or both would result in a default by Sublandlord under the Master Lease, (iii) . This Sublease shall be subject and subordinate to the best all of Sublandlord’s knowledge, Master Landlord is not in default under the Master Lease, nor is there any event or circumstance which has occurred or is occurring that with notice or the passage of time or both would result in a default by Master Landlord under the Master Lease, (iv) Sublandlord shall not exercise its termination rights, if any, under the Master Lease (except any such rights arising from a condemnation or casualty of the Master Lease Premises) or otherwise agree to an early termination of the Master Lease or surrender of the Subleased Premises unless Master Landlord accepts this Sublease as a direct lease between Master Landlord and Subtenant and (v) Sublandlord shall not amend or otherwise modify the terms of the Master Lease. If the Master Lease is terminated for any reason whatsoever, this Sublease shall automatically terminate and in a manner that would materially and adversely affect such event Sublandlord shall have no liability whatsoever to Subtenant’s use and enjoyment of the Subleased Premises as contemplated by this Sublease.