Common use of Subordination to and Incorporation of Terms of Prime Lease Clause in Contracts

Subordination to and Incorporation of Terms of Prime Lease. This Sublease is in all respects subject to the terms and conditions of the Prime Lease and to the matters to which the Prime Lease is or shall be subordinate. Except as otherwise expressly provided in this Sublease, the terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements of the Prime Lease are incorporated in this Sublease by reference and made a part hereof as if herein set forth at length, and shall apply to the Sublandlord and Subtenant as if they were the Prime Landlord and Prime Tenant, respectively, under the Prime Lease, and as if the Premises being sublet hereby were the Prime Lease Premises demised under the Prime Lease, except to the extent that the terms and conditions do not relate to the Premises or are inapplicable to, inconsistent with, or modified or eliminated by, the terms of this Sublease, and except for those provisions of the Prime Lease which are personal obligations solely of Sublandlord, such as transfers effected by such entity or bankruptcy events of such entity. Sublandlord and Subtenant acknowledge and agree that Subtenant has reviewed and is familiar with the Prime Lease and Sublandlord hereby represents that the copy delivered to Subtenant for such purpose and attached hereto as Exhibit A is a true, correct and complete copy of the executed Prime Lease. In the event of any conflict or inconsistency between the terms contained in the Prime Lease and the corresponding terms in this Sublease, such conflict or inconsistency shall be resolved in favor of the Sublease and the language of the Sublease shall control.

Subordination to and Incorporation of Terms of Prime Lease. a. This Sublease is in all respects subject and subordinate to any mortgage, deed, deed of trust, ground lease or other instrument now or hereafter encumbering the Building or the land on which it is located, to the terms and conditions of the Prime Lease and to the matters to which the Prime Lease Lease, including any amendments thereto, is or shall be subordinate. Except as otherwise expressly provided in this Sublease, the The terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements of the Prime Lease are incorporated in into this Sublease by reference and made a part hereof as if herein set forth at length, and shall apply to the shall, as between Sublandlord and Subtenant (as if they were the Prime Landlord landlord and Prime Tenantthe tenant, respectively, under the Prime Lease, Lease and as if the Premises being sublet hereby were the Prime Lease Premises demised under the Prime Lease), constitute the terms of this Sublease, except to the extent that the terms and conditions they do not relate to the Premises or are inapplicable to, inconsistent with, or modified or eliminated by, the terms of this Sublease. Sublandlord and Subtenant each agree to observe and be bound by each and every covenant, condition and except for those provisions provision of the Prime Lease which are personal obligations solely of Sublandlordinsofar as any such covenant, such as transfers effected by such entity condition or bankruptcy events of such entityprovision affects the Premises or Subtenant's use thereof. Sublandlord and Subtenant acknowledge and agree acknowledges that Subtenant it has reviewed and is familiar with the Prime Lease and Sublandlord hereby represents that the copy delivered to Subtenant for such purpose and attached hereto as Exhibit A is a true, correct and complete copy of the executed Prime Lease. In confirmation of the event subordination provided for in this paragraph, Subtenant shall, within ten (10) days after Sublandlord's reasonable request, execute any requested or appropriate certificate or other document. b. To the extent that Sublandlord is entitled under the Prime Lease to any abatement of any conflict rent as a result of damage or inconsistency between casualty to the terms Premises, then Subtenant shall have the right to an abatement of rent hereunder in an amount equal to the total rent required hereunder multiplied by a fraction equal to the number of square feet in the Premises rendered unusable divided by the number of square feet in the Premises rendered unusable. c. Subtenant hereby assumes and agrees to perform faithfully and be bound by, with respect to the Premises, all of Sublandlord’s obligations, covenants, agreements and liabilities under the Prime Lease and all terms, conditions, provisions and restrictions contained in the Prime Lease and except the corresponding terms in this Sublease, such conflict or inconsistency shall be resolved in favor following provisions of the Sublease and the language Prime Lease: (i) Section 2.6 – Extension Option; (ii) Section 2.7 – One-Time Right of the Sublease shall control.First Offer; (iii) Section 3.1 – Annual Fixed Rent; (iv) Section 3.7 – Net Lease; and

Subordination to and Incorporation of Terms of Prime Lease. (a) This Sublease is in all respects subject and subordinate to the terms and conditions of the Prime Lease and to the matters to which the Prime Lease is or shall be subordinate. Except as otherwise expressly provided in this Sublease, the terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements of the Prime Lease are incorporated in this Sublease by reference and made a part hereof as if herein set forth at length, and shall apply to the Sublandlord shall, as between Landlord and Subtenant Tenant (as if they were the Prime Landlord and Prime Tenant, respectively, under the Prime Lease, Lease and as if the Premises being sublet hereby were the Prime Lease Premises demised under the Prime Lease), constitute the terms of this Sublease, except to the extent that the terms and conditions they do not relate to the Premises or are inapplicable to, inconsistent with, or modified or eliminated by, the terms of this Sublease. In particular, it is intended that Tenant shall not be subject to duplicate monetary obligations to Landlord and except Prime Landlord. To the extent that Tenant is required by this Sublease to make monetary payments to Landlord (such as for those provisions of rent, additional rent or upon default) Tenant shall not be obligated to the Prime Lease which are personal Landlord for any such monetary obligations solely of Sublandlord, such as transfers effected by such entity or bankruptcy events of such entitynor to Landlord for its monetary obligations to the Prime Landlord. Sublandlord Landlord and Subtenant Tenant acknowledge and agree that Subtenant Tenant has reviewed and is familiar with the Prime Lease and Sublandlord Landlord hereby represents that the copy delivered to Subtenant Tenant for such purpose and attached hereto as Exhibit A is a true, correct and complete copy of the executed such Prime Lease. . (b) In the event of any conflict or inconsistency between a default by Landlord, as tenant under the terms contained Prime Lease, resulting in the termination, reentry or dispossession thereunder, Prime Lease Landlord shall take over all of the right, title and interest of Landlord under this Sublease and Tenant hereunder shall, at the corresponding terms option of the Prime Landlord, attorn to and recognize Prime Landlord as Landlord hereunder except that Prime Landlord shall not (i) be liable for any previous act or omission of Landlord under this Sublease, (ii) be subject to any offset, not expressly provided for in this Sublease, which theretofore accrued to Tenant against Landlord, or (iii) be bound by any previous modification of this Sublease or by any previous prepayment of more than one month's rent, and shall, promptly upon Prime Landlord's request, execute and deliver all instruments necessary or appropriate to confirm such conflict attornment and recognition. Tenant hereby waives all rights under any present or inconsistency shall be resolved in favor future law to elect, by reason of the termination of such Prime Lease, to terminate this Sublease and the language or surrender possession of the Sublease shall controlPremises.

Subordination to and Incorporation of Terms of Prime Lease. 9.1 This Sublease is in all respects subject and subordinate to the terms and conditions of the Prime Lease and to the matters to which the Prime Lease is or shall be subordinatesubordinate and of which Subtenant receives notice. Except as otherwise expressly provided in this Sublease, the terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements of the Prime Lease are incorporated in this Sublease by reference and made a part hereof as if herein set forth at length, and shall apply to the shall, as between Sublandlord and Subtenant as if they were the Prime Landlord and Prime Tenant, respectively, under the Prime Lease, and as if the Premises being sublet hereby were the Prime Lease Premises demised under the Prime Lease, except to the extent that the terms and conditions do not relate to the Premises or are inapplicable to, inconsistent with, or modified or eliminated by, constitute the terms of this Sublease, except as excluded in Section 20 herein. Subtenant shall be bound by and except comply with all of said included terms, conditions and covenants of the Prime Lease with respect to the Subleased Premises herein for those the benefit of both Sublandlord and Prime Landlord, it being understood and agreed that wherever in the Prime Lease the word “Tenant” appears, for the purposes of this Sublease, the word “Subtenant” shall be substituted, and wherever the word “Landlord” appears, for the purposes of this Sublease, the word “Sublandlord” shall be substituted; and the term “Premises” shall refer to the Subleased Premises; and that upon the breach of any of said terms, conditions or covenants of the Prime Lease by Subtenant or upon the occurrence of an Event of Default by Subtenant, Sublandlord may exercise, in addition to all rights and remedies granted to Sublandlord under this Sublease, any and all rights and remedies granted to Prime Landlord by the Prime Lease. Subtenant shall be obligated, however, to pay only the Rent, Rental Deposit and Security Deposit provided for in this Sublease and not the amounts of rent, rental escalations and security deposit provided to be paid by Sublandlord under the Prime Lease. In addition, any provisions in the Prime Lease allowing or purporting to allow Sublandlord any rent concessions or abatements or construction or improvements allowances, or granting Sublandlord any option or right to expand the Premises of Sublandlord under the Prime Lease, extend the term of the Prime Lease or any other option, shall not apply to this Sublease. Subtenant further acknowledges and understands that notwithstanding anything to the contrary herein, in the event that the Prime Lease is terminated for any reason, this Sublease shall also be automatically and simultaneously terminated, and Subtenant shall vacate the Subleased Premises in accordance with all terms of the Prime Lease and this Sublease. There shall be no presumption that terms of the Prime Lease are not applicable to construing the provisions of this Sublease based upon the inclusion or omission of specific provisions in this Sublease (it being understood, however, that to the extent of any conflict between the terms of this Sublease and the terms of the Prime Lease, the terms of this Sublease shall control). In the event of any conflict between this Sublease and the Prime Lease, the terms of this Sublease shall control between Sublandlord and Subtenant. Whenever the provisions of the Prime Lease which are personal obligations solely incorporated as provisions of this Sublease require the written consent of Prime Landlord, said provisions shall be construed to require the written consent of both Prime Landlord and Sublandlord, such as transfers effected by such entity or bankruptcy events of such entity. Sublandlord and Subtenant acknowledge and agree hereby acknowledges that Subtenant it has reviewed read and is familiar with all the terms of the Prime Lease (including all amendments), and agrees that this Sublease is subordinate and subject to the Prime Lease. Sublandlord hereby represents that the copy of the Prime Lease delivered to Subtenant for such purpose and attached hereto as Exhibit A F, [redacted to expunge certain confidential economic information], otherwise is a true, correct and complete copy of such Prime Lease. 9.2 To the executed extent practicable, Subtenant shall perform affirmative covenants which are also covenants of Sublandlord under the Prime Lease at least five (5) business days prior to the date when Sublandlord’s performance is required under the Prime Lease. Without limiting the generality of the foregoing, Subtenant shall be responsible for all maintenance, repairs and replacements to the Subleased Premises and its equipment to the extent Sublandlord is obligated to perform the same under the Prime Lease. In the event of Subtenant desires to take any conflict or inconsistency between the terms contained in action and the Prime Lease would require Sublandlord to obtain the consent of Prime Landlord before undertaking any such action of the same kind, Subtenant shall not undertake the same without the prior written consent of Sublandlord and Prime Landlord, and Sublandlord may condition its consent upon the corresponding terms in receipt of Prime Landlord’s consent to same. 9.3 In addition to Sublandlord’s rights and remedies under this Sublease, such conflict or inconsistency Sublandlord shall be resolved in favor have all of the Sublease rights and remedies of Prime Landlord under the language of the Sublease shall controlPrime Lease as against Subtenant.

Subordination to and Incorporation of Terms of Prime Lease. (a) This Sublease is in all respects subject and subordinate to the terms and conditions of the Prime Lease and to the matters to which the Prime Lease is or shall be subordinate. Except as otherwise expressly provided in this Sublease, the terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements of the Prime Lease are incorporated in this Sublease by reference and made a part hereof as if herein set forth at length, and shall apply to the Sublandlord shall, as between Landlord and Subtenant Tenant (as if they were the Prime Landlord and Prime Tenant, respectively, under the Prime Lease, Lease and as if the Premises being sublet hereby were the Prime Lease Premises demised under the Prime Lease), constitute the terms of this Sublease, except to the extent that the terms and conditions they do not relate to the Premises or are inapplicable to, inconsistent with, or modified or eliminated by, the terms of this Sublease. In particular, it is intended that Tenant shall not be subject to duplicate monetary obligations to Landlord and except Prime Landlord. To the extent that Tenant is required by this Sublease to make monetary payments to Landlord (such as for those provisions of rent, additional rent or upon default), Tenant shall not be obligated to the Prime Lease which are personal Landlord for any such monetary obligations solely of Sublandlord, such as transfers effected by such entity or bankruptcy events of such entitynor to Landlord for its monetary obligations to the Prime Landlord. Sublandlord Landlord and Subtenant Tenant acknowledge and agree that Subtenant Tenant has reviewed and is familiar with the Prime Lease and Sublandlord Landlord hereby represents that the copy delivered to Subtenant Tenant for such purpose and attached hereto as Exhibit A is a true, correct and complete copy of the executed such Prime Lease. . (b) In the event of any conflict or inconsistency between a default by Landlord, as tenant under the terms contained Prime Lease, resulting in the termination, reentry or dispossession thereunder, at the option of the Prime Lease Landlord, Prime Landlord shall take over all of the right, title and the corresponding terms interest of Landlord under this Sublease and Tenant hereunder shall attorn to and recognize Prime Landlord as Landlord hereunder except that Prime Landlord shall not (i) be liable for any previous act or omission of Landlord under this Sublease, (ii) be subject to any offset, not expressly provided for in this Sublease, which theretofore accrued to Tenant against Landlord, or (iii) be bound by any previous modification of this Sublease or by any previous prepayment of more than one month's rent, and shall, promptly upon Prime Landlord's request, execute and deliver all instruments necessary or appropriate to confirm such conflict attornment and recognition. Tenant hereby waives all rights under any present or inconsistency shall be resolved in favor future law to elect, by reason of the termination of such Prime Lease, to terminate this Sublease and the language or surrender possession of the Sublease shall controlPremises.

Subordination to and Incorporation of Terms of Prime Lease. (a) This Sublease is in all respects subject and subordinate to the terms and conditions of the Prime Lease and to the matters to which the Prime Lease is or shall be subordinate. Except as otherwise expressly provided in this Sublease, the terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements of the Prime Lease are incorporated in this Sublease by reference and made a part hereof as if herein set forth at length, and shall apply to the Sublandlord shall, as between Landlord and Subtenant Tenant (as if they were the Prime Landlord and Prime Tenant, respectively, under the Prime Lease, Lease and as if the Premises being sublet hereby were the Prime Lease Premises demised under the Prime Lease), constitute the terms of this Sublease, except to the extent that the terms and conditions they do not relate to the Premises or are inapplicable to, inconsistent with, or modified or eliminated by, the terms of this Sublease. In particular, it is intended that Tenant shall not be subject to duplicate monetary obligations to Landlord and except Prime Landlord. To the extent that Tenant is required by this Sublease to make monetary payments to Landlord (such as for those provisions of rent, additional rent or upon default), Tenant shall not be obligated to the Prime Lease which are personal Landlord for any such monetary obligations solely of Sublandlord, such as transfers effected by such entity or bankruptcy events of such entitynor to Landlord for its monetary obligations to the Prime Landlord. Sublandlord Landlord and Subtenant Tenant acknowledge and agree that Subtenant Tenant has reviewed and is familiar with the Prime Lease and Sublandlord Landlord hereby represents that the copy delivered to Subtenant Tenant for such purpose and attached hereto as Exhibit A is a true, correct and complete copy of the executed such Prime Lease. . (b) In the event of any conflict or inconsistency between a default by Landlord, as tenant under the terms contained Prime Lease, resulting in the termination, reentry or dispossession thereunder, Prime Lease Landlord shall take over all of the right, title and interest of Landlord under this Sublease and Tenant hereunder shall, at the corresponding terms option of the Prime Landlord, attorn to and recognize Prime Landlord as Landlord hereunder except that Prime Landlord shall not (i) be liable for any previous act or omission of Landlord under this Sublease, (ii) be subject to any offset, not expressly provided for in this Sublease, which theretofore accrued to Tenant against Landlord, or (iii) be bound by any previous modification of this Sublease or by any previous prepayment of more than one month's rent, and shall, promptly upon Prime Landlord's request, execute and deliver all instruments necessary or appropriate to confirm such conflict attornment and recognition. Tenant hereby waives all rights under any present or inconsistency shall be resolved in favor future law to elect, by reason of the termination of such Prime Lease, to terminate this Sublease and the language or surrender possession of the Sublease shall controlPremises.