Common use of Subject to Prime Lease Clause in Contracts

Subject to Prime Lease. Sublessor represents and warrants that a true and correct copy of the Prime Lease has as of the date of this Sublease, been delivered to Sublessee. This Sublease is subject and subordinate to the Prime Lease, which Prime Lease is incorporated herein by this reference, and by execution hereof Sublessee acknowledges receipt of a copy of the same. If the Prime Lease terminates for any reason, this Sublease shall terminate. Except for the terms set forth in this Sublease which are inconsistent with the terms of the Prime Lease, all the terms, covenants and conditions contained in the Prime Lease shall be applicable to this Sublease with the same force and effect as if Sublessor were the landlord under the Prime Lease and Sublessee were the tenant thereunder, except that Sublessor’s option to extend the original term is not applicable under this Sublease. 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 tenant under the Prime Lease if such breach were by the tenant thereunder. Sublessee expressly covenants and agrees not to do or permit to be done any act or thing in violation of the Prime Lease nor to require Sublessor to do or perform any act or thing not authorized or permitted by the terms of the Prime Lease. Provided Sublessee pays all amounts due to Sublessor hereunder, Sublessor shall timely pay all rent and other amounts due to the Prime Lessor, and subject to the terms and provisions of this Sublease, provided Sublessee is not in default hereunder, Sublessor shall not hinder or disturb Sublessee’s quiet enjoyment and possession of the Premises. If Sublessor fails to pay any amounts due under the Prime Lease after notice thereof and reasonable opportunity to cure, Sublessee may cure the same and may deduct any amounts so paid to the Prime Lessor from amounts due to the Sublessor.

Subject to Prime Lease. Sublessor represents and warrants that a true and correct copy of the Prime Lease has as of the date of this Sublease, been delivered to Sublessee. This Sublease is expressly subject and subordinate to the Prime Lease, which and to the rights of Prime Lease is incorporated herein by this referenceLandlord thereunder, and by execution hereof Sublessee acknowledges receipt shall under no circumstances have any greater rights than does Sublessor under the Prime Lease, and no provision of this Sublease shall be construed in a copy manner that would constitute a breach of the samePrime Lease. If Without limiting the generality of the foregoing, in the event of the termination or cancellation of the Prime Lease terminates for any reason, this Sublease shall terminate. Except for automatically be deemed terminated effective as of the terms set forth in this Sublease which are inconsistent with the terms same day of such cancellation or termination of the Prime Lease, all the termsand Sublessor shall have no liability or obligation to Sublessee as a result thereof; provided, covenants and conditions contained in however, that if the Prime Lease shall be applicable to terminates as a result of a default or breach by either party hereto under this Sublease with or the same Prime Lease, then the defaulting or breaching party shall indemnify, exonerate and hold the other party hereto harmless from and against any and all loss, cost, damage and liability (including without limitation reasonable attorneys’ fees) incurred by it by reason of such breach by the defaulting or breaching party of its obligation, covenants and/or undertakings under this Sublease and/or the Prime Lease as applicable or failure to perform any obligations assumed by it under this Sublease. Sublessor hereby agrees that it shall not voluntarily terminate the Prime Lease (except for any termination rights granted to Sublessor as a result of a casualty or eminent domain). Notwithstanding the foregoing or anything otherwise provided elsewhere herein, Sublessor covenants that it will not (i) terminate the Prime Lease, or (ii) otherwise breach its obligations or covenants under, or default under, the Prime Lease which results in a termination of the Prime Lease by the Prime Landlord or otherwise materially adversely affect Sublessor’s rights to use the Subleased Premises. In elaboration, and not in limitation, of the foregoing, except in the event of a casualty or condemnation and provided and so long as this Sublease is in full force and effect as if effect, Sublessor were will not voluntarily surrender the landlord Subleased Premises or enter into an agreement with Prime Landlord to terminate the Prime Lease with respect to the Subleased Premises where the effective date of such surrender or termination is prior to the Termination Date. Further, Sublessor covenants that it will provide Sublessee with any notices of default received by Sublessor from the Prime Landlord under the Prime Lease within three (3) business days of receipt of same and will provide Sublessee were the tenant thereunder, except with any notices of default that Sublessor’s option to extend the original term is not applicable under this Sublease. In case of any breach hereof by Sublessee, Sublessor shall have all the rights against Sublessee as would be available provides to the landlord against the tenant Prime Landlord under the Prime Lease if such breach were by within three (3) business days of the tenant thereunderdate same are first sent to the Prime Landlord. Notwithstanding the foregoing, Sublessor shall not be liable to Sublessee expressly covenants and agrees not to do or permit to be done any act or thing in violation for a termination of the Prime Lease nor if the Prime Landlord permits Sublessee to require Sublessor continue to do or perform any act or thing not authorized or permitted by occupy the Subleased Premises pursuant to the terms of this Sublease through the Prime Lease. Provided Sublessee pays all amounts due to Sublessor hereunder, Sublessor shall timely pay all rent and other amounts due to the Prime Lessor, and subject to the terms and provisions of this Sublease, provided Sublessee is not in default hereunder, Sublessor shall not hinder or disturb Sublessee’s quiet enjoyment and possession of the Premises. If Sublessor fails to pay any amounts due under the Prime Lease after notice thereof and reasonable opportunity to cure, Sublessee may cure the same and may deduct any amounts so paid to the Prime Lessor from amounts due to the SublessorTermination Date.

Subject to Prime Lease. Sublessor represents and warrants that a true and correct copy of the Prime Lease has as of the date of this Sublease, been delivered to Sublessee. This Sublease is subject and subordinate to the Prime Lease, which Prime Lease is (including the provisions thereof not incorporated herein by this reference, ) and by execution hereof Sublessee acknowledges receipt to all of a copy of the same. If the Prime Lease terminates for any reason, this Sublease shall terminate. Except for the terms set forth in this Sublease which are inconsistent with the terms of the Prime Lease, all the terms, covenants and conditions contained in the Prime Lease shall be applicable to this Sublease with the same force and effect as if Sublessor were the landlord Landlord's rights under the Prime Lease and Sublessee were the tenant thereunder, except that Sublessor’s option to extend the original term is not applicable under this Sublease. 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 tenant under the Prime Lease if such breach were by the tenant thereunder. Sublessee expressly covenants and agrees not to do or permit to be done any act or thing in violation of the Prime Lease nor to require Sublessor to do or perform any act or thing not authorized or permitted by the terms of the Prime Lease. Provided Sublessee pays all amounts due Subtenant has no authority, and shall not attempt to Sublessor hereunderexercise any of Sublandlord's options (if any exist) to extend or terminate the Prime Lease or to add or remove space from the Leased Premises. Subtenant shall, Sublessor shall timely pay all rent within ten (10) business days after request made by either Landlord or Sublandlord, execute and other amounts due deliver a subordination agreement requested by any current or future mortgagee or ground lessor of the Building or any portion thereof in a commercially reasonable form, subordinating this Sublease to the interest of such mortgagee or ground lessor. Sublandlord will not modify or amend the Prime LessorLease during the Sublease Term in a manner that affects Subtenant's rights or obligations under this Sublease without Subtenant's prior consent (which will not be unreasonably withheld, conditioned or delayed). Sublandlord and Landlord (but, with respect to Landlord, subject to the terms and provisions conditions of any agreement between Landlord and Subtenant to recognize Subtenant as Landlord's tenant in the event of a termination of the Prime Lease) shall have no liability whatsoever to Subtenant with respect to (i) termination of the Prime Lease for any reason (including without limitation Sublandlord's default thereunder) or (ii) termination of this Sublease, provided Sublessee is not in default hereunder, Sublessor shall not hinder or disturb Sublessee’s quiet enjoyment and possession Sublease as a result of termination of the PremisesPrime Lease. If Sublessor However, notwithstanding the foregoing, Sublandlord shall be liable to reimburse Subtenant for any amount paid by Subtenant to Sublandlord as Basic Rent or Additional Rent under this Sublease which Sublandlord fails to pay any amounts as rent to Landlord (to the extent actually due under the Prime Lease after notice thereof and reasonable opportunity to cure, Sublessee may cure the same and may deduct any amounts so paid to the Prime Lessor from amounts due to the SublessorLease).