Common use of Incorporation of Terms of Master Lease Clause in Contracts

Incorporation of Terms of Master Lease. It is expressly understood, -------------------------------------- acknowledged and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease but only to the extent that the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in Article 4 of the Master Lease, (ii) the Additional Rent obligations set forth in Article 6 of the Master Lease, subject however to Section 4 above and --------- (iii) Articles 16 through 18, inclusive, 35 through 37, inclusive, 39 and 40 of the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlord, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, except to the extent granted to Sublessee hereunder. In the event of any inconsistencies between any of the provisions of this Sublease and the Master Lease, the terms of this Sublease shall govern.

Incorporation of Terms of Master Lease. It is expressly understood, -------------------------------------- acknowledged and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease but only to the extent that the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in Article 4 of the Master Lease, (ii) the Additional Rent obligations set forth in Article 6 of the Master Lease, subject however to Section 4 above and --------- (iii) Articles 16 through 18, --------- inclusive, 35 through 37, inclusive, 39 and 40 of the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlord, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, except to the extent granted to Sublessee hereunder. In the event of any inconsistencies between any of the provisions of this Sublease and the Master Lease, the terms of this Sublease shall govern.

Incorporation of Terms of Master Lease. It is expressly understood, -------------------------------------- acknowledged and agreed by Sublessee that all of the other The terms, conditions and covenants respective obligations of Sublandlord and Subtenant to each other under this Sublease shall be those stated in the Master Lease but only to the extent that the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in Article 4 and conditions of the Master Lease, (ii) the Additional Rent obligations set forth in Article 6 except for those provisions of the Master LeaseLease which are directly contradicted by this Sublease, subject however to Section 4 above and --------- (iii) Articles 16 through 18, inclusive, 35 through 37, inclusive, 39 and 40 in which event the terms of this Sublease shall control over the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with Therefore, for the purposes of this Sublease, wherever in the Master Lease with respect the word “Landlord” is used it shall be deemed to mean Sublandlord and wherever in the Master Lease the word “Tenant” is used it shall be deemed to mean Subtenant. Additionally, wherever in the Master Lease the word “Premises” is used it shall be deemed to mean the Subleased Premises and to satisfy all applicable terms and conditions of Premises. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of both Sublessor and Master Landlord that is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, Landlord, and that upon any other person intended to be benefited by said provision, for the breach purpose of any of said terms, conditions or covenants of the Master Lease incorporation by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by reference in this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee Any right of Landlord under the Master Lease other than (a) of access or inspection, (b) to maintain do work in the Master Lease Premises or in full force the Building, (c) in respect of rules and effect during regulations, which is incorporated herein by reference, shall be deemed to inure to the term benefit of Sublandlord, Landlord, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease, ; provided, however, that Sublessor Sublandlord acknowledges the confidential nature of Subtenant’s business and shall use reasonable efforts to comply with the reasonable security requirements of Subtenant (except in the event of emergency) and shall use commercially reasonable efforts to keep any knowledge regarding Subtenant’s operations within the Subleased Premises gained through inspection by Sublandlord or access by Sublandlord confidential and Sublandlord shall not be liable to Sublessee use such confidential information for any earlier termination of other purpose than managing the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord Subleased Premises and the Sublessor. Sublessor hereby covenants that discharging its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, except to the extent granted to Sublessee hereunder. In the event of any inconsistencies between any of the provisions of this Sublease and the Master Lease, the terms of this Sublease shall govern.

Incorporation of Terms of Master Lease. It is expressly understood, -------------------------------------- acknowledged and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease but only to the extent that the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in Article 4 of the Master Lease, (ii) the Additional Rent obligations set forth in Article 6 of the Master Lease, subject however to Section 4 above and --------- (iii) Articles 16 through 18, inclusive, 35 through 37, inclusive, 39 and 40 of the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlord, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, except to the extent granted to Sublessee hereunder. In the event of any inconsistencies between any of the provisions of this Sublease and the Master Lease, the terms of this Sublease shall govern.

Incorporation of Terms of Master Lease. It is expressly understood, -------------------------------------- acknowledged and agreed by Sublessee that all of the other The terms, conditions and covenants respective obligations of Sublandlord and Subtenant to each other under this Sublease shall be those stated in the Master Lease but only to the extent that the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in Article 4 and conditions of the Master Lease, (ii) the Additional Rent obligations set forth in Article 6 except for those provisions of the Master LeaseLease which are contradicted by this Sublease, subject however to Section 4 above and --------- (iii) Articles 16 through 18, inclusive, 35 through 37, inclusive, 39 and 40 in which event the terms of this Sublease shall control over the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with Therefore, for the purposes of this Sublease, wherever in the Master Lease with respect the word “Landlord” is used it shall be deemed to mean Sublandlord and wherever in the Master Lease the word “Tenant” is used it shall be deemed to mean Subtenant. Additionally, wherever in the Master Lease the word “Premises” is used it shall be deemed to mean the Subleased Premises and to satisfy all applicable terms and conditions of Premises. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of both Sublessor and Master Landlord that is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, Landlord, and that upon any other person intended to be benefited by said provision, for the breach purpose of any of said termsincorporation by reference in this Sublease. Any non-liability, conditions release, indemnity or covenants of hold harmless provision in the Master Lease for the benefit of Sublandlord that is incorporated herein by Sublessee or upon reference, shall, to the failure extent possible under any legal theory, be deemed to inure to the benefit of both Sublandlord and Subtenant and any other person intended to be benefited by said provision, for the Sublessee to pay rent or comply with any purpose of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord incorporation by the Master Lease, as well as any and all rights and remedies granted to Sublessor by reference in this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term Any right of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (a) of access or inspection, (b) to do work in the Master Lease Premises or in the Building, (c) in respect of rules and regulations, which is incorporated herein by reference, shall be deemed to inure to the extent applicable)benefit of Sublandlord, it has not been granted Landlord, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease. Sublandlord represents and warrants to Subtenant that as of the rights Effective Date (i) the Master Lease represents the entire agreement between Sublandlord and Subtenant with respect to the Subleased Premises, and (ii) each of SublessorSublandlord and, as lessee under to Sublandlord’s knowledge, Landlord is in compliance with all of the terms and conditions of the Master Lease. Sublandlord covenants that it will not (without Subtenant’s prior written consent) amend or modify the Master Lease in any manner which would materially affect Subtenant’s rights and obligations under this Sublease; provided, such rights being specifically reserved however that the foregoing shall in no event limit the exercise by Sublessor, except to the extent granted to Sublessee hereunder. In the event Sublandlord of any inconsistencies between any express rights of the provisions of this Sublease and termination as set forth in the Master Lease, the terms of this Sublease shall governLease following a casualty or condemnation.

Incorporation of Terms of Master Lease. It (a) This Sublease is expressly understood, -------------------------------------- acknowledged subject and agreed by Sublessee that all of subordinate to the other terms, conditions Sublease and covenants of this Sublease shall be those stated in the Master Lease but only Lease. Subject to the extent that modifications set forth in this Sub-Sublease, the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in Article 4 of the Master Lease, (ii) the Additional Rent obligations set forth in Article 6 of the Master Lease, subject however to Section 4 above and --------- (iii) Articles 16 through 18, inclusive, 35 through 37, inclusive, 39 and 40 of the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlord, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable)incorporated into the Sublease) are incorporated herein by reference, it has not been granted any of the rights of Sublessorand shall, as lessee between Sub-Sublandlord and Sub-Subtenant (as if they were Landlord and Tenant, respectively, under the Master Lease, such rights being specifically reserved by Sublessorand Sublandlord and Subtenant, respectively, under the Sublease) constitute the terms of this Sub-Sublease except to the extent granted to Sublessee hereunderthat they are inapplicable to, inconsistent with, or modified by the terms of this Sub-Sublease. In the event of any inconsistencies between any the terms and provisions of the Master Lease and the Sublease, on the one hand, and the terms and provisions of this Sub-Sublease, on the other hand, as and between Sub-Sublandlord and Sub-Subtenant, the terms and provisions of this Sub-Sublease shall govern. Sub-Sublandlord represents and warrants that (a) the copies of the Master Lease attached hereto as EXHIBIT A, and the Sublease attached hereto as EXHIBIT B, are true and complete copies thereof, and except as set forth in EXHIBIT B, there are no additional agreements between Sub-Sublandlord and Sublandlord with respect to the Sublease Premises, and (b)to the best of Sub-Sublandlord's actual knowledge, there are no defaults on the part of either Landlord or Sublandlord under the Master Lease, nor defaults on the part of either Sublandlord or Sub-Sublandlord under the Sublease, and no event has occurred which, with the giving of notice and the passage of time, would constitute a default under the Master Lease or the Sublease. Furthermore, Sub-Sublandlord shall not modify or amend the Sublease in any way that would materially adversely affect Sub-Subtenant's use of, access to or quiet enjoyment of the Sublease Premises or that would materially increase Sub-Subtenant's obligations, or materially diminish Sub-Subtenant's rights, under this Sub-Sublease without Sub-Subtenant's consent, which consent Sub-Subtenant may withhold in its sole but reasonable discretion. Sub-Subtenant acknowledges that it has reviewed the Master Lease and the Sublease and is familiar with the terms of this Sublease shall governand conditions thereof.

Incorporation of Terms of Master Lease. It (a) This Sublease is expressly understood, -------------------------------------- acknowledged subject and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in subordinate to the Master Lease but only Lease. Subject to the extent that modifications set forth in this Sublease, the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in Article 4 of the Master Lease, (ii) the Additional Rent obligations set forth in Article 6 of the Master Lease, subject however to Section 4 above and --------- (iii) Articles 16 through 18, inclusive, 35 through 37, inclusive, 39 and 40 of the Master Lease. Sublessee shall and hereby agrees to be subject to and bound are incorporated herein by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlordreference, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Leaseshall, as well between Sublandlord and Subtenant (as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master if they were Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master LeaseTenant, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees thatrespectively, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, ) constitute the terms of this Sublease except to the extent granted to Sublessee hereunderthat they are inapplicable to, inconsistent with, or modified by the terms of this Sublease. In the event of any inconsistencies between any the terms and provisions of the Master Lease and the terms and provisions of this Sublease and the Master Lease, the terms and provisions of this Sublease shall govern. Sublandlord represents and warrants that (a) the copy of the Master Lease attached hereto as Exhibit A is a true and complete copy of the Master Lease and there are no additional agreements between Sublandlord and Landlord with respect to the Premises, (b) all of the initial tenant improvement work required to be performed in the Premises pursuant to the terms of the Master Lease has been completed in accordance with the provisions of the Master Lease and (c) to the best of Sublandlord's knowledge, there are no defaults on the part of either Landlord or Sublandlord under the Master Lease and no event has occurred which, with the giving of notice and the passage of time, would constitute a default under the Master Lease. Furthermore, Sublandlord shall not modify or amend the Master Lease in any way that would materially adversely affect Subtenant's use of, access to or quiet enjoyment of the Premises or that would materially increase Subtenant's obligations, or materially diminish Subtenant's rights under this Sublease without Subtenant's consent, which consent Subtenant may withhold in its sole and absolute discretion. Subtenant acknowledges that it has reviewed the Master Lease and is familiar with the terms and conditions thereof.

Incorporation of Terms of Master Lease. It is expressly understood, -------------------------------------- acknowledged and agreed by Sublessee that all of the other The terms, conditions and covenants respective obligations of Sublandlord and Subtenant to each other under this Sublease shall be those stated in the Master Lease but only to the extent that the terms and conditions of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in Article 4 of the Master Lease, (ii) the Additional Rent obligations set forth in Article 6 of the Master Lease, subject however to Section 4 above and --------- (iii) Articles 16 through 18, inclusive, 35 through 37, inclusive, 39 and 40 of the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with the Master Lease with respect to the Subleased Premises, except for those provisions of the Master Lease which are directly contradicted by this Sublease or which are not expressly incorporated herein, in which event the terms of this Sublease shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease the word “Landlord” is used it shall be deemed to mean Sublandlord and wherever in the Master Lease the word “Tenant” is used it shall be deemed to mean Subtenant. Additionally, wherever in the Master Lease the word “Premises”, “Lease” or “Rent” is used it shall be deemed to mean the Subleased Premises, this Sublease or the Rent under this Sublease, respectively, references to the “Term” and “Term Commencement Date” shall mean the Term of this Sublease and the Existing Premises Commencement Date or 2024 Commencement Date, as applicable, respectively, references in the following provisions to "Landlord" shall mean Landlord rather than Sublandlord: Sections 7, 12.1 (the penultimate sentence), 16.1, 25 and 37-40, references in Section 8.5 to satisfy all applicable terms “Landlord” shall mean both Landlord and conditions of Sublandlord, and references to “either party” in Section 24.1 shall mean Landlord and Subtenant. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of both Sublessor and Master Landlord that is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, Landlord, and that upon any other person intended to be benefited by said provision, for the breach purpose of any of said terms, conditions or covenants of the Master Lease incorporation by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by reference in this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term Any right of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (i) of access or inspection, (ii) to do work in the Master Lease Premises or in the Building, and (iii) in respect of rules and regulations, which is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, Landlord, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease. Notwithstanding anything in the Master Lease to the contrary, Sublandlord will provide Subtenant, at all times during the Term with at least twenty-four (24) hours’ prior written notice before Sublandlord may access or inspect the Subleased Premises (except in the case of an actual or imminent emergency, in which case such prior notice will not be required). Subtenant shall be entitled to all credits, if any, given by Landlord to Sublandlord for Sublandlord’s overpayment of any Operating Expenses or other amounts to the extent applicable)paid by Subtenant and, it has not been granted any of the rights of Sublessor, as lessee if rent abates under the Master Lease, such rights being specifically reserved by Sublessor, except Lease as to the extent granted to Sublessee hereunder. In the event of any inconsistencies between any of the provisions of Subleased Premises, rent shall correspondingly xxxxx under this Sublease and the Master Lease, the terms of this Sublease shall governSublease.

Incorporation of Terms of Master Lease. It This Sublease is expressly understood, -------------------------------------- acknowledged subject and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in subordinate to the Master Lease but only Lease. Subject to the extent that modifications as set forth in this Sublease, the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in Article 4 of the Master Lease, (ii) the Additional Rent obligations set forth in Article 6 of the Master Lease, subject however to Section 4 above and --------- (iii) Articles 16 through 18, inclusive, 35 through 37, inclusive, 39 and 40 of the Master Lease. Sublessee shall and hereby agrees to be subject to and bound are incorporated herein by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlordreference, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Leaseshall, as well between Sublandlord and Subtenant (as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that if they were the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master LeaseTenant, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees thatrespectively, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, except ) constitute the terms of this Sublease expect to the extent granted to Sublessee hereunderthat they are inapplicable to, inconsistent with, or modified by, the terms of this Sublease. In the event of any inconsistencies between any the terms and provisions of the Master Lease and the terms and provisions of this Sublease and the Master LeaseSublease, the terms and provisions of this Sublease shall govern. Subtenant acknowledges that it has reviewed the Master Lease and is familiar with the terms and conditions thereof. For the purposes of incorporation herein, the terms of the Master Lease are deleted or modified as follows: Delete in its entirety the following paragraphs of and exhibits to the Addendum to Original Lease: 2 (Term; Condition of Premises), 3 (Rental), 25 (Sublease Shortfall), 26 (Relocation Allowance), 27 (Storage Space), 28 (Parking), 29 (Option to Expand), 30 (Right of First Refusal), Exhibit A (Floor Plans), and Exhibit C (Work Letter: Initial Improvement of Premises). Delete in their entirety the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment. In all provisions of the Master Lease (under the terms thereof and without regard to modifications thereof for purposes of incorporation into this Sublease) requiring the approval or consent of Landlord, Subtenant shall be required to obtain the approval or consent of both Sublandlord and Landlord. In all provisions of the Master Lease requiring Tenant to submit, exhibit to, supply or provide Landlord with evidence, certificates, or any other matter or thing, Subtenant shall be required to submit, exhibit to, supply or provide, as the case may be, the same to both Landlord and Sublandlord. In any such instance, Sublandlord shall determine if such evidence, certificate or other matter or thing shall be satisfactory. Sublandlord shall have no obligation to restore or rebuild any portion of the Sublease Premises after any destruction or taking by eminent domain. Subtenant's rights, if any, to abatement of Rent hereunder shall be limited as provided in the Master Lease; provided, however, Rent shall only xxxxx hereunder if and to the extent Sublandlord's rent obligation for the Sublease Premises abates under the Master Lease. Subtenant's Obligations. Subtenant covenants and agrees that all obligations to Sublandlord under the Master Lease shall be done or performed by Subtenant with respect to the Sublease Premises, except as otherwise provided by this Sublease, and Subtenant's obligations shall run to Sublandlord and Landlord as Sublandlord may determine to be appropriate or be required by the respective interests of Sublandlord and Landlord. Subtenant agrees to indemnify Sublandlord, and hold it harmless, from and against any and all claims, damages, losses, expenses and liabilities (including reasonable attorneys' fees) incurred as a result of the nonperformance, observance or nonpayment of any of Sublandlord's obligations under the Master Lease with respect to the Sublease Premises which, as a result of this Sublease, became an obligation of Subtenant. If Subtenant makes any payment to Sublandlord pursuant to this indemnity, Subtenant shall be subrogated to the rights of Sublandlord concerning said payment. Subtenant shall not do, nor permit to be done, any act or thing which is, or with notice or the passage of time would be, a default under this Sublease or the Master Lease.

Incorporation of Terms of Master Lease. It is expressly understoodExcept as otherwise provided in this Sublease, -------------------------------------- acknowledged the terms and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease but only to the extent that the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in Article 4 include various paragraphs of the Master Lease, which are incorporated herein and are made a part hereof as if set forth at length; provided, however, that: (i) each reference in such incorporated sections to "Lease" and to "Premises" shall be deemed a reference to this "Sublease" and the "Subleased Premises" defined herein, respectively; (ii) the Additional Rent obligations each reference to "Lessor" and "Lessee" shall be deemed a reference to "Sublessor" and "Sublessee", respectively, except as expressly set forth in Article 6 herein; (iii) with respect to work, services, repairs, restoration, insurance or the performance of any other obligation of Lessor under the Master Lease, subject however Sublessor shall request the same in writing from Lessor, as and when requested to Section 4 above do so by Sublessee, and --------- shall use Sublessor's reasonable and diligent efforts (iiiprovided Sublessee pays all costs incurred by Sublessor in connection therewith) Articles 16 through 18to obtain Lessor's performance, inclusive, 35 through 37, inclusive, 39 and 40 of including pursuing all remedies provided in the Master Lease to Sublessor following Lessor's breach or default under the Master Lease. ; (iv) Sublessor shall have no liability to Sublessee shall with respect to (a) representations and hereby agrees to be subject to and bound warranties made by and to comply with Lessor under the Master Lease, (b) any indemnification obligations of Lessor under the Master Lease, or other obligations or liabilities of Lessor under the Master Lease with respect to compliance with laws, condition of the Subleased Premises or Hazardous Substances, and (c) obligations under the Master Lease to satisfy repair, maintain, restore, or insure all applicable terms and conditions or any portion of the Subleased Premises, regardless of whether the incorporation of one or more provisions of the Master Lease for the benefit of both might otherwise operate to make Sublessor and Master Landlord, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, liable therefor (provided, however, that following written notice from Sublessee of Lessor's breach or default, Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that pursue all its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee remedies under the Master Lease as provided in sections 5(iii) and 8(f) of this Sublease); (vi) with respect to any approval or consent required to be obtained from the extent applicable), it has not been granted any of the rights of Sublessor, as lessee Lessor under the Master Lease, such rights being specifically reserved by approval or consent must be obtained from both Lessor and Sublessor, except and the approval of Sublessor not to be unreasonably withheld or delayed; (vii) in any case where "Lessee" is to indemnify, release or waive claims against "Lessor", such indemnity, release or waiver shall be deemed to run from Sublessee to Sublessor; (viii) Sublessee shall pay all consent and review fees set forth in the extent granted Master Lease to Lessor and Sublessor; (ix) Sublessee hereundershall not have the right to terminate this Sublease due to casualty or condemnation unless Sublessor has such right under the Master Lease (in which case, Sublessee shall have the right to terminate this Sublease), and as between Sublessor and Sublessee only, all insurance proceeds from policies maintained by Sublessor or condemnation awards received by Sublessor under the Master Lease shall be deemed to be the property of Sublessor; (x) all "excess rent" under subleases and assignments shall be paid to Sublessor; and (xi) in any case where "Lessee" is to execute and deliver certain documents or notices to "Lessor", such obligation shall be deemed to run from Sublessee to both Lessor and Sublessor. In the event of any inconsistencies between any The following sections of the provisions of Master Lease are hereby incorporated into this Sublease Sublease: Paragraphs 1.2, 1.8 and the Master Lease1.9, the terms of this Sublease except all references to "Lessor" in 1.9 shall governmean Lessor, not Sublessor.

Incorporation of Terms of Master Lease. It is expressly understood, -------------------------------------- acknowledged and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease but only to the extent that the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in Article 4 of the Master Lease, (ii) the Additional Rent obligations set forth in Article 6 of the Master Lease, subject however to Section 4 above and --------- (iii) Articles 16 through 18, inclusive, 35 through 37, inclusive, 39 and 40 of the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlord, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee Subtenant hereby acknowledges that it has read and is familiar with the terms provisions of the Master Lease, Lease (as redacted herein) and agrees that this Sublease is and shall remain in all respects subordinate to and subject to the Master Lease and any amendments, modifications or supplements to the Master Lease hereafter made, provided that Sublandlord shall not enter into any termination thereof shall likewise terminate amendment, modification or supplement of the Master Lease without the prior written consent of Subtenant if such amendment, modification or supplement would materially increase the obligations of the Subtenant or materially decrease its rights under this Sublease. Sublessee further agrees that, All waivers of claims against or exculpations of Landlord contained in executing this Sublease the Master Lease shall run in favor of each of Master Landlord and assuming the obligations Sublandlord. All rights of lessee approval granted to Master Landlord under the Master Lease shall run in favor of each of Master Landlord and Sublandlord. If Master Landlord approval is required under the Master Lease and withholds such approval, Sublandlord’s withholding of its approval shall be deemed reasonable. Notwithstanding the foregoing, whenever the consent of Master Landlord shall be required by, or Master Landlord shall fail to perform its obligations under, the Master Lease, upon Subtenant’s request to Sublandlord to do so, Sublandlord shall use commercially reasonable efforts, as reasonably indicated under the circumstances, to secure such performance or consent by Master Landlord under the Master Lease. Except as otherwise expressly provided to the contrary in this Sublease, the terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements contained in the Master Lease are incorporated herein by reference and are made a part hereof, and shall, as between the Sublandlord and the Subtenant (as if the Sublandlord were the “Lessor” under the Master Lease and the Subtenant were the “Lessee” under the Master Lease), constitute the terms of this Sublease except to the extent applicable)that such terms are inapplicable, it has not been granted any inconsistent with, or modified by the terms of this Sublease and except that with respect to each obligation or act of Subtenant to be performed under this Sublease, whenever the rights Master Lease grants to “Lessee” a specified number of Sublessor, as lessee days to perform its obligations or acts under the Master Lease, such rights being specifically reserved by Sublessorthen Subtenant shall have two (2) fewer days, except with respect to each obligation or act that relates to the extent granted payment of money (but in no case less than two (2) business days), and ten (10) fewer days, with respect to Sublessee hereundereach non-monetary obligation or act, to perform the applicable obligation or act (but in no case less than ten (10) business days). In If any provision of this Sublease is inconsistent with or differs from any provision of the Master Lease, then the provision of this Sublease shall control, it being expressly agreed and understood that in the event of any inconsistencies a conflict between any of the provisions of this Sublease and the provisions of the Master Lease, then, as between Sublandlord and Subtenant, the terms provisions of this Sublease shall governcontrol. The provisions of the Master Lease which do not relate to and concern the Subleased Premises are not incorporated into this Sublease, and it is expressly agreed and understood that Subtenant shall not be entitled to exercise or enjoy any renewal options, expansion options, purchase options and other similar rights and benefits granted to Sublandlord as the “Lessee” under the Master Lease. Notwithstanding the foregoing, as between the Sublandlord and the Subtenant, the following provisions of the Master Lease shall not apply (and all cross references in the Master Lease to such provisions shall be deemed deleted) and shall be of no force or effect with respect to this Sublease: Original Lease Paragraphs Description of Deletion Basic Lease Information The entirety of such information. 1 The first sentence of Paragraph 1 to the extent the premises being leased to Subtenant is limited to the Subleased Premises.

Incorporation of Terms of Master Lease. It (a) The parties acknowledge that it is expressly understood, -------------------------------------- acknowledged and agreed by Sublessee that not practical in this Sublease to enumerate all of the other termsrights and obligations of the various parties under the Master Lease and specifically to allocate those rights and obligations in this Sublease. Accordingly, conditions and covenants in order to afford to Subtenant the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Premises, and in order to protect Sublandlord against a default by Subtenant which causes a default by Sublandlord under the Master Lease, all of the terms and conditions contained in the Master Lease are incorporated as the terms and conditions of this Sublease, except the following provisions which do not have any application to this Sublease: (a) any provisions relating to Sublandlord’s payment of Rent to Master Landlord; (b) any provisions relating to the term of the Master Lease (except that if the term of the Master Lease is terminated prior to the expiration of this Sublease, this Sublease shall terminate (unless Subtenant otherwise agrees with Master Lessor and except as otherwise set forth in the Landlord’s Consent), and if such termination arises in connection with any default, breach, failure, act or omission of Sublandlord, then (i) Sublandlord shall be those liable to Subtenant for all damages, losses, liabilities, costs and expenses arising therefrom, including without limitation reasonable attorney’s fees (collectively, “Losses”) and (ii) Sublandlord hereby agrees to indemnify, protect, defend and hold Subtenant harmless from all such Losses); (c) any options to expand the Master Premises or to extend the term of the Master Lease; (d) any rights of first refusal or rights of first offer that may be stated in the Master Lease but only to Lease; (e) intentionally deleted; (f) any signage rights (except(i) Subtenant shall have the extent that the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations same signage rights as set forth in Article 4 Section 45 of the Master Lease, (ii) Sublandlord shall remove its sign adjacent to the Additional Rent obligations set forth in Article 6 main entrance of the Premises and install (or cause Master LeaseLessor to install, subject however at Sublandlord’s sole cost and expense) Subtenant’s Building standard sign no later than ________, 2016); (g) any rights to Section 4 above and --------- receive tenant improvement allowances or similar allowances; (iiih) Articles 16 through 18, inclusive, 35 through 37, inclusive, 39 and 40 of the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply any provisions that conflict with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master stated in this Sublease; (i) Basic Lease for the benefit of both Sublessor and Master LandlordProvisions 4,5,9, 10, 11, and that upon the breach of any of said terms14; and (j) Lease Provisions 2, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease4, Sublessor may exercise any 19(a) and all rights and remedies granted to Master Landlord by the Master Lease(b), as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the 33 All incorporated provisions of the Master Lease which have been incorporated as provisions (the “Incorporated Provisions”) shall be deemed to operate prospectively from and after the Commencement Date of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, except to the extent granted to Sublessee hereunder. In the event of any inconsistencies between any of the provisions of this Sublease and the Master Lease, the terms of this Sublease shall govern.

Incorporation of Terms of Master Lease. It is expressly understoodExcept for the terms, -------------------------------------- acknowledged covenants and agreed by Sublessee that all conditions set forth in Articles 1 through 6 (other than provisions of Paragraph 6 of the other Fourth Amendment to Master Lease applicable to an allowance for improvements to the Premises, except as modified by Paragraph 6.2 of this Sublease), 9, 11, 12, 21, 31, and 38 through 40 and Sections 7.3 and 7.4, 16.1 through 16.6, 24.1 through 24.3, and 42.12 of the Master Lease and except to the extent the terms, covenants and conditions and covenants of the Master Lease conflict with the provisions of this Sublease, this Sublease shall be those stated in subject to all the Master Lease but only to the extent that the terms terms, covenants and conditions of the Master Lease relate to the Subleased Premisesextent such terms, except for covenants, and conditions are applicable to the Premises subleased pursuant to this Sublease, all of which are herein incorporated by reference (i) collectively, the basic rent obligations set forth in Article 4 "Incorporated Provisions"). Sublessee shall not commit or permit to be committed on the Premises or any other portion of the Project any act or omission which violates any term or condition of the Master Lease, including, without limitation, any term or condition of Section 41 (iiHazardous Materials) the Additional Rent obligations set forth in Article 6 of the Master Lease, subject however to Section 4 above and --------- (iii) Articles 16 through 18, inclusive, 35 through 37, inclusive, 39 and 40 of the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy have all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlordrights, and that upon the breach of any of said terms, conditions or covenants assume all of the Master Lease by Sublessee or upon the failure obligations and perform all of the Sublessee to pay rent or comply with any duties of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease(i.e., as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee Tenant under the Master Lease, such rights being specifically reserved by Sublessor, except ) under the Incorporated Provisions to the extent granted such rights, obligations and duties are applicable to Sublessee hereunderthe Premises subleased pursuant to this Sublease. Sublessor shall have all of the rights, assume all of the obligations and perform all of the duties of Landlord (i.e., as Sublessor under this Sublease) under the Incorporated Provisions to the extent such rights, obligations and duties are applicable to the Premises subleased pursuant to this Sublease. In the event of any inconsistencies between any the terms and provisions of the Master Lease and the terms and provisions of this Sublease and the Master LeaseSublease, the terms and provisions of this Sublease shall govern.. Subtenant acknowledges that it has reviewed the Master Lease and is familiar with the terms and conditions thereof

Incorporation of Terms of Master Lease. It is (a) From and after the Effective Date, except as otherwise expressly understoodset forth in this Sublease, -------------------------------------- acknowledged and agreed by Sublessee that this Sublease shall be subject to all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease but only to the extent that the terms of the Master Lease relate to the Subleased Premisesas if Subtenant were an original party thereto, and Subtenant agrees and covenants that, except for (ithe “Excluded Obligations” as defined below and those provisions specifically excluded in Section 16(c) the basic rent obligations set forth in Article 4 of the Master Leasebelow, (ii) the Additional Rent obligations set forth in Article 6 of the Master LeaseSubtenant shall, subject however to Section 4 above at its sole cost and --------- (iii) Articles 16 through 18expense, inclusive, 35 through 37, inclusive, 39 promptly perform and 40 of the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor Sublandlord and Master Landlord, and that upon . Upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee Subtenant or upon the failure of the Sublessee Subtenant to pay rent Rent or comply with any of the provisions of this Sublease, Sublessor Sublandlord may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor Sublandlord by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the SublessorSublandlord. Sublessor hereby covenants that its Sublandlord’s consent shall not be unreasonably withheld or delayed; provided that any withholding of consent by Master Landlord in accordance with the terms of the Master Lease shall be considered a reasonable withholding of consent by Sublandlord. Sublessee Subtenant hereby acknowledges that it has read and is familiar with the terms of the Master Lease, Lease and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof of the Master Lease shall likewise terminate this Sublease, except in the event that Master Landlord has agreed in its sole and absolute discretion to recognize this Sublease as a direct lease between Master Landlord and Subtenant. Sublessee Subtenant further agrees that, in executing this Sublease and assuming the obligations of lessee “Tenant” under the Master Lease (to the extent applicableapplicable pursuant to the terms of this Section 16), it has not been granted any of the rights of Sublessor, as lessee Sublandlord under the Master Lease, such rights being specifically reserved by SublessorSublandlord, except to the extent expressly granted to Sublessee Subtenant hereunder. In the event of any inconsistencies between any of the provisions of this Sublease and the Master Lease, the terms of this Sublease shall governgovern as between Sublandlord and Subtenant. Notwithstanding anything to the contrary contained in this Sublease, Subtenant shall have no obligation to (i) cure any default of Sublandlord under the Master Lease, (ii) repair any damage to the Subleased Premises caused by Sublandlord, (iii) remove any alterations or additions installed within the Subleased Premises by Sublandlord, (iv) indemnify Sublandlord or Master Landlord with respect to any negligence or willful misconduct of Sublandlord or Sublandlord Parties or other subtenants of the Building other than Subtenant, or (v) discharge any liens on the Subleased Premises or the Building which arise out of any work performed, or claimed to be performed, by or at the direction of Sublandlord. Notwithstanding the foregoing, for purposes of this Sublease, as to such incorporated terms, covenants and conditions, references in the Master Lease to “Landlord” and to “Tenant” shall be deemed to refer to “Sublandlord” and “Subtenant” hereunder, respectively, except that where the term “Landlord” is used in the context of ownership or management of the entire Building or Project, such term shall be deemed to mean only “Master Landlord.”

Incorporation of Terms of Master Lease. It is expressly understood, -------------------------------------- acknowledged and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease but only to the extent that the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in Article 4 of the Master Lease, (ii) the Additional Rent obligations set forth in Article 6 of the Master Lease, subject however to Section 4 above and --------- (iii) Articles 16 through 18, inclusive, 35 through 37, inclusive, 39 and 40 of the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlord, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been incorporated as provisions of this Sublease require the written consent of the Master Landlord, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, except to the extent granted to Sublessee hereunder. In the event of any inconsistencies between any of the provisions of this Sublease and the Master Lease, the terms of this Sublease shall govern.

Incorporation of Terms of Master Lease. It This Sublease is expressly understoodsubject to and subordinate to the terms, -------------------------------------- acknowledged and agreed by Sublessee that all of the other termscovenants, conditions and covenants of this Sublease shall be those stated in the Master Lease but only to the extent that the terms of the Master Lease relate to the Subleased Premises, except for (i) the basic rent obligations set forth in Article 4 of the Master Lease, (ii) the Additional Rent obligations set forth in Article 6 of the Master Lease, subject however to Section 4 above and --------- (iii) Articles 16 through 18, inclusive, 35 through 37, inclusive, 39 and 40 of the Master Lease. Sublessee shall and hereby agrees to be subject to and bound by and to comply with the Master Lease with respect to the Subleased Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Master Landlord, and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to pay rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease, as well as any and all rights and remedies granted to Sublessor by this Sublease. It is further understood and agreed that the Sublessor has no duty or obligation to the Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease, provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination limitations of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease which have been are incorporated as provisions by reference into and made a part of this Sublease require the written consent of the Master LandlordSublease; provided, said provisions shall be construed to require the written consent of both the Master Landlord and the Sublessor. Sublessor hereby covenants that its consent shall not be unreasonably withheld or delayed. Sublessee hereby acknowledges that it has read and is familiar with the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof shall likewise terminate this Sublease. Sublessee further agrees that, in executing this Sublease and assuming the obligations of lessee under the Master Lease (to the extent applicable), it has not been granted any of the rights of Sublessor, as lessee under the Master Lease, such rights being specifically reserved by Sublessor, except to the extent granted to Sublessee hereunder. In the event of that there are any inconsistencies between any of the terms and provisions of this Sublease and the Master Lease, the terms and provisions of this Sublease shall governcontrol. All the terms, covenants, and limitations contained in the Master Lease shall be applicable to this Sublease with the same force and effect as if Sublessor was the Lessor and Sublessee was the Tenant thereunder; provided, that in case of any breach hereof by Sublessee, Sublessor shall have all the rights against Sublessee as would be available to the Landlord against the Sublessor as Tenant under the Master Lease if such breach was by the lessee thereunder. Sublessee shall have the right to request Sublessor to make demand upon the Landlord to enforce the terms or obligations of the Landlord which may effect the Sublessee's use and enjoyment of the Premises. Upon such request Sublessor shall immediately transmit such demand to Landlord. Sublessor shall not, however, be liable or responsible to Sublessee for any failure or neglect by Landlord in complying with Landlord's duties and obligations under the Master Lease. In no event shall Sublessor be deemed to be assuming, and Sublessor is not hereby assuming, any of the Landlord's duties, responsibilities or obligations in connection with maintenance of the Facility or the Premises, or with the providing of services to the Premises or with respect to repair or reconstruction of the Facility or the Premises. In no event shall Sublessor be deemed in any manner to be released from any of its obligations under the Master Lease by virtue of this Sublease or the Landlord's consent hereto, Sublessor acknowledging that it shall be and remain fully liable under the Master Lease.