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

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, as between Landlord and Tenant (as if they were the Landlord and Tenant, respectively, under the Prime 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 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 Prime Landlord. To the extent that Tenant is required by this Sublease to make monetary payments to Landlord (such as for rent, additional rent or upon default), Tenant shall not be obligated to the Prime Landlord for any such monetary obligations nor to Landlord for its monetary obligations to the Prime Landlord. Landlord and Tenant acknowledge and agree that Tenant has reviewed and is familiar with the Prime Lease and Landlord hereby represents that the copy delivered to Tenant for such purpose and attached hereto as Exhibit A is a true, correct and complete copy of such Prime Lease.

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, as between Landlord shall apply to the Sublandlord and Tenant (Subtenant 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 they 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. In particular, it is intended that Tenant shall not be subject to duplicate monetary and except for those provisions of the Prime Lease which are personal obligations to Landlord and Prime Landlord. To the extent that Tenant is required by this Sublease to make monetary payments to Landlord (solely of Sublandlord, such as for rent, additional rent transfers effected by such entity or upon default), Tenant shall not be obligated to the Prime Landlord for any bankruptcy events of such monetary obligations nor to Landlord for its monetary obligations to the Prime Landlordentity. Landlord Sublandlord and Tenant Subtenant acknowledge and agree that Tenant Subtenant has reviewed and is familiar with the Prime Lease and Landlord Sublandlord hereby represents that the copy delivered to Tenant Subtenant for such purpose and attached hereto as Exhibit A is a true, correct and complete copy of such 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) 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, as between Landlord Sublandlord and Tenant (as if they were the Landlord and Tenant, respectively, under the Prime Lease and as if the Premises being sublet hereby were the Prime Lease Premises demised under the Prime Lease), Subtenant constitute the terms of this Sublease, except as excluded in Section 20 herein. Subtenant shall be bound by and comply with all of said included terms, conditions and covenants of the Prime Lease with respect to the Subleased Premises herein for 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 that they do not relate to of any conflict between the Premises or are inapplicable to, inconsistent with, or modified or eliminated byterms of this Sublease and the terms of the Prime Lease, the terms of this SubleaseSublease shall control). In particularthe event of any conflict between this Sublease and the Prime Lease, it is intended that Tenant the terms of this Sublease shall not control between Sublandlord and Subtenant. Whenever the provisions of the Prime Lease incorporated as provisions of this Sublease require the written consent of Prime Landlord, said provisions shall be subject construed to duplicate monetary obligations to require the written consent of both Prime Landlord and Prime LandlordSublandlord. To the extent Subtenant hereby acknowledges that Tenant is required by this Sublease to make monetary payments to Landlord (such as for rent, additional rent or upon default), Tenant shall not be obligated to the Prime Landlord for any such monetary obligations nor to Landlord for its monetary obligations to the Prime Landlord. Landlord and Tenant acknowledge and agree that Tenant it has reviewed read and is familiar with all the terms of the Prime Lease (including all amendments), and Landlord agrees that this Sublease is subordinate and subject to the Prime Lease. Sublandlord hereby represents that the copy of the Prime Lease delivered to Tenant 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.

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, as between Landlord and Tenant (as if they were the Landlord and Tenant, respectively, under the Prime 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 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 Prime Landlord. To the extent that Tenant is required by this Sublease to make monetary payments to Landlord (such as for rent, additional rent or upon default), ) Tenant shall not be obligated to the Prime Landlord for any such monetary obligations nor to Landlord for its monetary obligations to the Prime Landlord. Landlord and Tenant acknowledge and agree that Tenant has reviewed and is familiar with the Prime Lease and Landlord hereby represents that the copy delivered to Tenant for such purpose and attached hereto as Exhibit A is a true, correct and complete copy of such Prime Lease.

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, as between Landlord and Tenant (as if they were the Landlord and Tenant, respectively, under the Prime 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 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 Prime Landlord. To Except as otherwise expressly provided in this Sublease, to the extent that Tenant is required by this Sublease to make monetary payments to Landlord (such as for rent, additional rent or upon default), ) Tenant shall not be obligated to the Prime Landlord for any such monetary obligations nor to Landlord for its monetary obligations to the Prime Landlord. Landlord and Tenant acknowledge and agree that Tenant has reviewed and is familiar with the Prime Lease and Landlord hereby represents that the copy delivered to Tenant for such purpose and attached hereto as Exhibit A is a true, correct and complete copy of such Prime Lease.

Subordination to and Incorporation of Terms of Prime Lease. (a) 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, as between Landlord Sublandlord and Tenant Subtenant (as if they were the Landlord landlord and Tenantthe tenant, respectively, under the Prime Lease and as if the Subleased 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 they do not relate to the Subleased Premises or are inapplicable to, inconsistent with, or modified or eliminated by, the terms of this Sublease. In particularSublandlord and Subtenant each agree to observe and be bound by each and every covenant, it is intended that Tenant condition and provision of the Prime Lease insofar as any such covenant, condition or provision affects the Subleased Premises or Subtenant’s use thereof. Notwithstanding the foregoing, or anything else to the contrary herein, the following provisions of the Prime Lease shall not be subject to duplicate monetary obligations to Landlord incorporated herein by reference and Prime Landlord. To are expressly excluded from the extent terms of this Sublease: Sections 2.3, 2.4, 2.5, 2.6, 2.7, 4.5, 12.8, 12.10, 12.13, 12.14 and 12.15 and Exhibits A and I of the Original Lease, the First Amendment, the Second Amendment and the Third Amendment; provided, however, that Tenant is required by notwithstanding such non-incorporation, this Sublease remains subject and subordinate to make monetary payments to Landlord (such all of the foregoing provisions as for rent, additional rent or upon default), Tenant shall not be obligated to the Prime Landlord for any such monetary obligations nor to Landlord for its monetary obligations to the Prime Landlordprovided above. Landlord and Tenant acknowledge and agree Subtenant acknowledges that Tenant it has reviewed and is familiar with the Prime Lease and Landlord hereby represents that (as redacted). In confirmation of the copy delivered to Tenant subordination provided for such purpose and attached hereto as Exhibit A is a truein this paragraph, correct and complete copy of such Prime LeaseSubtenant shall, at Sublandlord’s reasonable request, promptly execute any reasonably requested or appropriate certificate or other document in commercially reasonable form.