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

Incorporation of Terms of Master Lease. The terms, conditions and respective obligations of Sublandlord and Subtenant to each other under this Sublease shall be the terms and conditions of the Master Lease, except for those provisions of the Master Lease which are contradicted by this Sublease, in which event the terms of this Sublease shall control over the Master Lease. Therefore, for the purposes of this Sublease, 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” is used it shall be deemed to mean the Subleased Premises. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Landlord that is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, Landlord, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Sublandlord that is incorporated herein by reference, shall, to the 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 purpose of incorporation by reference in this Sublease. Any right of Landlord 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 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. Sublandlord represents and warrants to Subtenant that as of the Effective Date (i) the Master Lease represents the entire agreement between Sublandlord and Subtenant with respect to the Subleased Premises, and (ii) each of Sublandlord and, 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, however that the foregoing shall in no event limit the exercise by Sublandlord of any express rights of termination as set forth in the Master Lease following a casualty or condemnation.

Incorporation of Terms of Master Lease. The It is expressly understood, -------------------------------------- acknowledged and agreed by Sublessee that all of the other terms, conditions and respective obligations covenants 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, except for those provisions (ii) the Additional Rent obligations set forth in Article 6 of the Master Lease which are contradicted by this SubleaseLease, in which event the terms subject however to Section 4 above and (iii) Articles 16 through 18, --------- inclusive, 35 through 37, inclusive, 39 and 40 of this Sublease shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in Sublessee shall and hereby agrees to be subject to and bound by and to comply with the Master Lease the word “Landlord” is used it shall be deemed with respect 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. Any non-liability, release, indemnity or hold harmless provision in Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of Landlord that is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, both Sublessor and Master Landlord, and that upon the breach of any other person intended of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to be benefited 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 said provisionthe Master Lease, for the purpose of incorporation as well as any and all rights and remedies granted to Sublessor by reference in this Sublease. Any non-liability, release, indemnity It is further understood and agreed that the Sublessor has no duty or hold harmless provision in 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 benefit of Sublandlord that Master Lease which is incorporated herein by reference, shall, not due to the extent possible under any legal theoryfault 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 deemed construed to inure 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 benefit of both Sublandlord Master Lease and Subtenant and that any other person intended to be benefited by said provision, for the purpose of incorporation by reference in termination thereof shall likewise terminate this Sublease. Any right Sublessee further agrees that, in executing this Sublease and assuming the obligations of Landlord 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 benefit of Sublandlordextent applicable), Landlord, and it has not been granted 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 Effective Date (i) the Master Lease represents the entire agreement between Sublandlord and Subtenant with respect to the Subleased Premisesrights of Sublessor, and (ii) each of Sublandlord and, to Sublandlord’s knowledge, Landlord is in compliance with all of the terms and conditions of as lessee under the Master Lease, such rights being specifically reserved by Sublessor, except to the extent granted to Sublessee hereunder. Sublandlord covenants that it will not (without Subtenant’s prior written consent) amend or modify In the event of any inconsistencies between any of the provisions of this Sublease and the Master Lease in any manner which would materially affect Subtenant’s rights and obligations under Lease, the terms of this Sublease; provided, however that the foregoing Sublease shall in no event limit the exercise by Sublandlord of any express rights of termination as set forth in the Master Lease following a casualty or condemnationgovern.

Incorporation of Terms of Master Lease. The terms, conditions and respective obligations of Sublandlord and Subtenant to each other under this Sublease shall be the terms and conditions of the Master Lease, except for those provisions of the Master Lease which are directly contradicted by this Sublease, in 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” is used it shall be deemed to mean the Subleased Premises. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Landlord that is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, Landlord, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Sublandlord that is incorporated herein by reference, shall, to the 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 purpose of incorporation by reference in this Sublease. Any right of Landlord 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 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 Sublandlord represents acknowledges the confidential nature of Subtenant’s business and warrants shall use reasonable efforts to comply with the reasonable security requirements of Subtenant that as (except in the event of the Effective Date (iemergency) the Master Lease represents the entire agreement between Sublandlord and Subtenant with respect shall use commercially reasonable efforts to keep any knowledge regarding Subtenant’s operations within the Subleased Premises, Premises gained through inspection by Sublandlord or access by Sublandlord confidential and (ii) each of Sublandlord and, to Sublandlord’s knowledge, Landlord is in compliance with all of shall not use such confidential information for any other purpose than managing the terms Subleased Premises and conditions of discharging its obligations under 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, however that the foregoing shall in no event limit the exercise by Sublandlord of any express rights of termination as set forth in the Master Lease following a casualty or condemnation.

Incorporation of Terms of Master Lease. The It is expressly understood, acknowledged and agreed by Sublessee that all of the other terms, conditions and respective obligations covenants 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 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, except for those provisions of the Master Lease which are contradicted by this Sublease, in which event the terms of this Sublease shall control over the Master Lease. Therefore, for the purposes of this Sublease, 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” is used it shall be deemed to mean the Subleased Premises. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Landlord that is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, both Sublessor and Master Landlord, and that upon the breach of any other person intended of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to be benefited 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 said provisionthe Master Lease, for the purpose of incorporation as well as any and all rights and remedies granted to Sublessor by reference in this Sublease. Any non-liability, release, indemnity It is further understood and agreed that the Sublessor has no duty or hold harmless provision in 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 benefit of Sublandlord that Master Lease which is incorporated herein by reference, shall, not due to the extent possible under any legal theoryfault 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 deemed construed to inure 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 benefit of both Sublandlord Master Lease and Subtenant and that any other person intended to be benefited by said provision, for the purpose of incorporation by reference in termination thereof shall likewise terminate this Sublease. Any right Sublessee further agrees that, in executing this Sublease and assuming the obligations of Landlord 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 benefit of Sublandlordextent applicable), Landlord, and it has not been granted 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 Effective Date (i) the Master Lease represents the entire agreement between Sublandlord and Subtenant with respect to the Subleased Premisesrights of Sublessor, and (ii) each of Sublandlord and, to Sublandlord’s knowledge, Landlord is in compliance with all of the terms and conditions of as lessee under the Master Lease, such rights being specifically reserved by Sublessor, except to the extent granted to Sublessee hereunder. Sublandlord covenants that it will not (without Subtenant’s prior written consent) amend or modify In the event of any inconsistencies between any of the provisions of this Sublease and the Master Lease in any manner which would materially affect Subtenant’s rights and obligations under Lease, the terms of this Sublease; provided, however that the foregoing Sublease shall in no event limit the exercise by Sublandlord of any express rights of termination as set forth in the Master Lease following a casualty or condemnationgovern.

Incorporation of Terms of Master Lease. The It is expressly understood, -------------------------------------- acknowledged and agreed by Sublessee that all of the other terms, conditions and respective obligations covenants 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, except for those provisions (ii) the Additional Rent obligations set forth in Article 6 of the Master Lease which are contradicted by this SubleaseLease, in which event the terms subject however to Section 4 above and --------- (iii) Articles 16 through 18, inclusive, 35 through 37, inclusive, 39 and 40 of this Sublease shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in Sublessee shall and hereby agrees to be subject to and bound by and to comply with the Master Lease the word “Landlord” is used it shall be deemed with respect 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. Any non-liability, release, indemnity or hold harmless provision in Premises and to satisfy all applicable terms and conditions of the Master Lease for the benefit of Landlord that is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, both Sublessor and Master Landlord, and that upon the breach of any other person intended of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to be benefited 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 said provisionthe Master Lease, for the purpose of incorporation as well as any and all rights and remedies granted to Sublessor by reference in this Sublease. Any non-liability, release, indemnity It is further understood and agreed that the Sublessor has no duty or hold harmless provision in 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 benefit of Sublandlord that Master Lease which is incorporated herein by reference, shall, not due to the extent possible under any legal theoryfault 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 deemed construed to inure 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 benefit of both Sublandlord Master Lease and Subtenant and that any other person intended to be benefited by said provision, for the purpose of incorporation by reference in termination thereof shall likewise terminate this Sublease. Any right Sublessee further agrees that, in executing this Sublease and assuming the obligations of Landlord 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 benefit of Sublandlordextent applicable), Landlord, and it has not been granted 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 Effective Date (i) the Master Lease represents the entire agreement between Sublandlord and Subtenant with respect to the Subleased Premisesrights of Sublessor, and (ii) each of Sublandlord and, to Sublandlord’s knowledge, Landlord is in compliance with all of the terms and conditions of as lessee under the Master Lease, such rights being specifically reserved by Sublessor, except to the extent granted to Sublessee hereunder. Sublandlord covenants that it will not (without Subtenant’s prior written consent) amend or modify In the event of any inconsistencies between any of the provisions of this Sublease and the Master Lease in any manner which would materially affect Subtenant’s rights and obligations under Lease, the terms of this Sublease; provided, however that the foregoing Sublease shall in no event limit the exercise by Sublandlord of any express rights of termination as set forth in the Master Lease following a casualty or condemnationgovern.

Incorporation of Terms of Master Lease. The (a) From and after the Effective Date, except as otherwise expressly set forth in this Sublease, this Sublease shall be subject to all of the terms, conditions and respective obligations covenants of Sublandlord the Master Lease as if Subtenant were an original party thereto, and Subtenant agrees and covenants that, except for the “Excluded Obligations” as defined below and those provisions specifically excluded in Section 16(c) below, Subtenant shall, at its sole cost and expense, promptly perform and be bound by and comply with the Master Lease with respect to each other under this Sublease shall be the Subleased Premises and satisfy all applicable terms and conditions of the Master Lease, except for those provisions of the Master Lease which are contradicted by this Sublease, in which event the terms of this Sublease shall control over the Master Lease. Therefore, for the purposes of this Sublease, 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” is used it shall be deemed to mean the Subleased Premises. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Landlord that is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, Landlord, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Sublandlord that is incorporated herein and Master Landlord. Upon the breach of any of said terms, conditions or covenants of the Master Lease by referenceSubtenant or upon the failure of the Subtenant to pay Rent or comply with any of the provisions of this Sublease, shallSublandlord 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 the 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 purpose of incorporation by reference in this Sublease. Any right 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 the Master Landlord and the Sublandlord. 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. Subtenant 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 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. Subtenant further agrees that, in executing this Sublease and assuming the obligations of “Tenant” under the Master Lease (ato the extent applicable pursuant to the terms of this Section 16), it has not been granted any of the rights of Sublandlord under the Master Lease, such rights being specifically reserved by Sublandlord, except to the extent expressly granted to 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 govern 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 access or inspectionSublandlord under the Master Lease, (bii) repair any damage to do 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 Premises or in the Building, (c) in respect of rules to “Landlord” and regulations, which is incorporated herein by reference, to “Tenant” shall be deemed to inure refer to “Sublandlord” and “Subtenant” hereunder, respectively, except that where the benefit term “Landlord” is used in the context of Sublandlord, 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 ownership or management of the Effective Date (i) the entire Building or Project, such term shall be deemed to mean only “Master Lease represents the entire agreement between Sublandlord and Subtenant with respect to the Subleased Premises, and (ii) each of Sublandlord and, 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, however that the foregoing shall in no event limit the exercise by Sublandlord of any express rights of termination as set forth in the Master Lease following a casualty or condemnationLandlord.”

Incorporation of Terms of Master Lease. The terms, conditions and respective obligations of Sublandlord and Subtenant to each other under this Sublease shall be the terms and conditions of the Master Lease, except for those provisions of the Master Lease which are directly contradicted by this Sublease, in 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” is used it shall be deemed to mean the Subleased Premises. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Landlord that is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, Landlord, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Sublandlord the "Tenant" that is incorporated herein by reference, shall, to the extent possible under any legal theory, shall 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 purpose of incorporation by reference in this Sublease. Any right of Landlord 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 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. Sublandlord represents and warrants to Subtenant that as Any right of the Effective Date (i) "Tenant" under the Master Lease represents of quiet enjoyment or any other provision benefiting the entire agreement between Sublandlord and Subtenant with respect to the Subleased Premises, and (ii) each of Sublandlord and, to Sublandlord’s knowledge, Landlord is in compliance with all of the terms and conditions of "Tenant" under the Master Lease. Sublandlord covenants that it will not (without , which is incorporated herein by reference, shall be deemed to inure to the benefit of Subtenant’s prior written consent) amend or modify , and any other person intended to be benefited by said provision, for the Master Lease purpose of incorporation by reference in any manner which would materially affect Subtenant’s rights and obligations under this Sublease; provided, however that the foregoing shall in no event limit the exercise by Sublandlord of any express rights of termination as set forth in the Master Lease following a casualty or condemnation.

Incorporation of Terms of Master Lease. The It is expressly understood, acknowledged and agreed by Sublessee that all of the other terms, conditions and respective obligations covenants 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 the basic rent obligations set forth in 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, except for those provisions of the Master Lease which are contradicted by this Sublease, in which event the terms of this Sublease shall control over the Master Lease. Therefore, for the purposes of this Sublease, 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” is used it shall be deemed to mean the Subleased Premises. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Landlord that is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, both Sublessor and Master Landlord, and that upon the breach of any other person intended of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of the Sublessee to be benefited 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 said provisionthe Master Lease, for the purpose of incorporation as well as any and all rights and remedies granted to Sublessor by reference in this Sublease. Any non-liability, release, indemnity It is further understood and agreed that the Sublessor has no duty or hold harmless provision in 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 benefit of Sublandlord that Master Lease which is incorporated herein by reference, shall, not due to the extent possible under any legal theoryfault 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 deemed construed to inure 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 benefit of both Sublandlord Master Lease and Subtenant and that any other person intended to be benefited by said provision, for the purpose of incorporation by reference in termination thereof shall likewise terminate this Sublease. Any right Sublessee further agrees that, in executing this Sublease and assuming the obligations of Landlord 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 benefit of Sublandlordextent applicable), Landlord, and it has not been granted 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 Effective Date (i) the Master Lease represents the entire agreement between Sublandlord and Subtenant with respect to the Subleased Premisesrights of Sublessor, and (ii) each of Sublandlord and, to Sublandlord’s knowledge, Landlord is in compliance with all of the terms and conditions of as lessee under the Master Lease, such rights being specifically reserved by Sublessor, except to the extent granted to Sublessee hereunder. Sublandlord covenants that it will not (without Subtenant’s prior written consent) amend or modify In the event of any inconsistencies between any of the provisions of this Sublease and the Master Lease in any manner which would materially affect Subtenant’s rights and obligations under Lease, the terms of this Sublease; provided, however that the foregoing Sublease shall in no event limit the exercise by Sublandlord of any express rights of termination as set forth in the Master Lease following a casualty or condemnationgovern.

Incorporation of Terms of Master Lease. The Subtenant hereby acknowledges that it has read and is familiar with the provisions of the Master 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 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. All waivers of claims against or exculpations of Landlord contained in the Master Lease shall run in favor of each of Master Landlord and Sublandlord. All rights of 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, conditions provisions, covenants, stipulations, conditions, rights, obligations, remedies and respective obligations of 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 that such terms are inapplicable, inconsistent with, or modified by the terms of this Sublease and except that with respect to each obligation or act of Subtenant to each other be performed under this Sublease, whenever the Master Lease grants to “Lessee” a specified number of days to perform its obligations or acts under the Master Lease, then Subtenant shall have two (2) fewer days, with respect to each obligation or act that relates to the payment of money (but in no case less than two (2) business days), and ten (10) fewer days, with respect to each non-monetary obligation or act, to perform the applicable obligation or act (but in no case less than ten (10) business days). If any provision of this Sublease shall be the terms and conditions is inconsistent with or differs from any provision of the Master Lease, except for those then the provision of this Sublease shall control, it being expressly agreed and understood that in the event of a conflict between the provisions of this Sublease and the provisions of the Master Lease, then, as between Sublandlord and Subtenant, the provisions of this Sublease shall control. The provisions of the Master Lease which do not relate to and concern the Subleased Premises are contradicted by not incorporated into this Sublease, in which event 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 terms of this Sublease shall control over “Lessee” under the Master Lease. ThereforeNotwithstanding the foregoing, for as between the purposes Sublandlord and the Subtenant, the following provisions of this Sublease, wherever the Master Lease shall not apply (and all cross references in the Master Lease the word “Landlord” is used it to such provisions shall be deemed to mean Sublandlord deleted) and wherever in the Master Lease the word “Tenant” is used it shall be deemed of no force or effect with respect to mean Subtenant. Additionally, wherever in the Master Lease the word “Premises” is used it shall be deemed to mean the Subleased Premises. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Landlord that is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, Landlord, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease: Original Lease Paragraphs Description of Deletion Basic Lease Information The entirety of such information. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit 1 The first sentence of Sublandlord that is incorporated herein by reference, shall, Paragraph 1 to the 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 purpose of incorporation by reference in this Sublease. Any right of Landlord 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 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. Sublandlord represents and warrants premises being leased to Subtenant that as of the Effective Date (i) the Master Lease represents the entire agreement between Sublandlord and Subtenant with respect is limited to the Subleased Premises, and (ii) each of Sublandlord and, 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, however that the foregoing shall in no event limit the exercise by Sublandlord of any express rights of termination as set forth in the Master Lease following a casualty or condemnation.

Incorporation of Terms of Master Lease. The terms, conditions and respective obligations of Sublandlord and Subtenant to each other under this Sublease shall be the terms and conditions of the Master Lease, except for those provisions of the Master Lease which are directly contradicted by this Sublease, in 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” is used it shall be deemed to mean the Subleased Premises. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Landlord that is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, Landlord, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Sublandlord that is incorporated herein by reference, shall, to the 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 purpose of incorporation by reference in this Sublease. Any right of Landlord under the Master Lease (ai) of access or inspection, (bii) to do work in the Master Lease Premises or in the Building, (ciii) 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. Sublandlord represents and warrants to Subtenant that as of the Effective Date (i) the Master Lease represents the entire agreement between Sublandlord and Subtenant with respect Notwithstanding anything to the Subleased Premises, and (ii) each of Sublandlord and, to Sublandlord’s knowledge, Landlord is contrary 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, however that the foregoing shall in no event limit the exercise shall Subtenant be obligated to remove or restore any alterations made by Sublandlord of any express rights of termination as set forth in prior to the Master Lease following a casualty or condemnationEarly Access Date.

Incorporation of Terms of Master Lease. The terms, conditions and respective obligations of Sublandlord and Subtenant to each other under this Sublease shall be the terms and conditions of the Master LeaseLease with respect to the Subleased Premises, except for those provisions of the Master Lease which are directly contradicted by this SubleaseSublease 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 “Landlord” shall mean both Landlord and 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 Landlord that 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. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Sublandlord that is incorporated herein by reference, shall, to the 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 purpose of incorporation by reference in this Sublease. Any right of Landlord under the Master Lease (ai) of access or inspection, (bii) to do work in the Master Lease Premises or in the Building, and (ciii) 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. Sublandlord represents and warrants to Subtenant that as of the Effective Date (i) Notwithstanding anything in the Master Lease represents to the entire agreement between contrary, Sublandlord and 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 with respect 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 paid by Subtenant and, if rent abates under the Master Lease as to the Subleased Premises, and (ii) each of Sublandlord and, 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 rent shall correspondingly xxxxx under this Sublease; provided, however that the foregoing shall in no event limit the exercise by Sublandlord of any express rights of termination as set forth in the Master Lease following a casualty or condemnation.

Incorporation of Terms of Master Lease. The This Sublease is subject to and subordinate to the terms, covenants, conditions and respective obligations of Sublandlord and Subtenant to each other under this Sublease shall be the terms and conditions of the Master Lease, except for those provisions limitations of the Master Lease which are contradicted by this Sublease, in which event the terms of this Sublease shall control over the Master Lease. Therefore, for the purposes of this Sublease, 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” is used it shall be deemed to mean the Subleased Premises. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Landlord that is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, Landlord, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit into and made a part of Sublandlord that is incorporated herein by reference, shall, to the 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 purpose of incorporation by reference in this Sublease. Any right of Landlord 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 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. Sublandlord represents and warrants to Subtenant that as of the Effective Date (i) the Master Lease represents the entire agreement between Sublandlord and Subtenant with respect to the Subleased Premises, and (ii) each of Sublandlord and, 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, however that in the foregoing event that there are any inconsistencies between the terms and provisions of this Sublease and the Master Lease, the terms and provisions of this Sublease shall in no event limit control. All the exercise by Sublandlord of any express rights of termination as set forth terms, covenants, and limitations contained in the Master Lease following a casualty 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 condemnationobligations 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.

Incorporation of Terms of Master Lease. The terms, conditions and respective obligations of Sublandlord and Subtenant to each other under this Sublease shall be the terms and conditions of the Master Lease, except for those provisions of the Master Lease which are directly contradicted by this Sublease, in which event the terms of this Sublease shall control over the Master Lease. Therefore, for the purposes of this SubleaseSublease (except as otherwise provided herein), 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” is used it shall be deemed to mean the Subleased Premises. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Landlord that is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, Landlord, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Sublandlord that is incorporated herein by reference, shall, to the 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 purpose of incorporation by reference in this Sublease. Any right of Landlord under the Master Lease (ai) of access or inspection, (bii) to do work in the Master Lease Premises or in the Building, (ciii) 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. Sublandlord represents and warrants to Subtenant that as of the Effective Date (i) the Master Lease represents the entire agreement between Sublandlord and Subtenant with respect Notwithstanding anything to the Subleased Premises, and (ii) each of Sublandlord and, to Sublandlord’s knowledge, Landlord is contrary 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, however that the foregoing shall in no event limit the exercise shall Subtenant be obligated to remove or restore any alterations made by Sublandlord of any express rights of termination as set forth in prior to the Master Lease following a casualty or condemnationEarly Access Date.

Incorporation of Terms of Master Lease. The termsThis Sublease is subject and subordinate to the Master Lease. Subject to the modifications as set forth in this Sublease, conditions the terms of the Master Lease are incorporated herein by reference, and respective obligations of shall, as between Sublandlord and Subtenant to each other (as if they were the Landlord and Tenant, respectively, under the Master Lease) constitute the terms of this Sublease shall be expect to the extent that they are inapplicable to, inconsistent with, or modified by, the terms of this Sublease. In the event of any inconsistencies between the terms and conditions of the Master Lease, except for those provisions of the Master Lease which are contradicted by and the terms and provisions of this Sublease, in which event the terms and provisions of this Sublease shall control over 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. Therefore, for the purposes of this Sublease, wherever in the Master Lease the word “Landlord” is used it shall be deemed Subtenant's Obligations. Subtenant covenants and agrees that all obligations 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. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Landlord that is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, Landlord, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Sublandlord that is incorporated herein by reference, shall, to the 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 purpose of incorporation by reference in this Sublease. Any right of Landlord 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 benefit of Sublandlord, Landlord, and any other person intended to be benefited done or performed by said provision, for the purpose of incorporation by reference in this Sublease. Sublandlord represents and warrants to Subtenant that as of the Effective Date (i) the Master Lease represents the entire agreement between Sublandlord and Subtenant with respect to the Subleased Sublease Premises, except as otherwise provided by this Sublease, and (ii) each 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 andand Landlord. Subtenant agrees to indemnify Sublandlord, to Sublandlord’s knowledgeand hold it harmless, Landlord is in compliance with from and against any and all claims, damages, losses, expenses and liabilities (including reasonable attorneys' fees) incurred as a result of the terms and conditions 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. 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, however that the foregoing shall in no event limit the exercise by Sublandlord of any express rights of termination as set forth in the Master Lease following a casualty or condemnation.

Incorporation of Terms of Master Lease. The termsExcept as otherwise provided in this Sublease, conditions and respective obligations of Sublandlord and Subtenant to each other under this Sublease shall be the terms and conditions of this Sublease shall 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) each reference to "Lessor" and "Lessee" shall be deemed a reference to "Sublessor" and "Sublessee", respectively, except for those as expressly set forth herein; (iii) with respect to work, services, repairs, restoration, insurance or the performance of any other obligation of Lessor under the Master Lease, Sublessor shall request the same in writing from Lessor, as and when requested to do so by Sublessee, and shall use Sublessor's reasonable and diligent efforts (provided Sublessee pays all costs incurred by Sublessor in connection therewith) to obtain Lessor's performance, 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 with respect to (a) representations and warranties made by 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 repair, maintain, restore, or insure all or any portion of the Subleased Premises, regardless of whether the incorporation of one or more provisions of the Master Lease which are contradicted by might otherwise operate to make Sublessor liable therefor (provided, however, that following written notice from Sublessee of Lessor's breach or default, Sublessor shall pursue all its remedies under the Master Lease as provided in sections 5(iii) and 8(f) of this Sublease, in which event ); (vi) with respect to any approval or consent required to be obtained from the terms of this Sublease shall control over Lessor under the Master Lease. Therefore, for such approval or consent must be obtained from both Lessor and Sublessor, and the purposes approval of this SubleaseSublessor not to be unreasonably withheld or delayed; (vii) in any case where "Lessee" is to indemnify, wherever in the Master Lease the word “Landlord” is used it release or waive claims against "Lessor", such indemnity, release or waiver shall be deemed to mean Sublandlord run from Sublessee to Sublessor; (viii) Sublessee shall pay all consent 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. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Landlord that is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, Landlord, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Sublandlord that is incorporated herein by reference, shall, to the 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 purpose of incorporation by reference in this Sublease. Any right of Landlord 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 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. Sublandlord represents and warrants to Subtenant that as of the Effective Date (i) the Master Lease represents the entire agreement between Sublandlord and Subtenant with respect to the Subleased Premises, and (ii) each of Sublandlord and, 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, however that the foregoing shall in no event limit the exercise by Sublandlord of any express rights of termination as review fees set forth in the Master Lease following a to Lessor and Sublessor; (ix) Sublessee shall not have the right to terminate this Sublease due to casualty or condemnationcondemnation 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. The following sections of the Master Lease are hereby incorporated into this Sublease: Paragraphs 1.2, 1.8 and 1.9, except all references to "Lessor" in 1.9 shall mean Lessor, not Sublessor.