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 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. 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. (b) In the event of Prime Lease Termination (as hereinafter defined) prior to December 31, 2002 and provided that the Sublease has not theretofore been terminated, Prime Landlord shall recognize Tenant as Prime Landlord's direct Tenant pursuant to the terms and provisions of the Sublease for the then remainder of the Term of the Sublease (through December 31, 2002) and Tenant hereby agrees to attorn to Prime Landlord and perform Tenant's obligations under this Sublease with respect to the Subleased Premises (and only as to the Subleased Premises) to and for the benefit of Prime Landlord as if Prime Landlord were the "Landlord" under this Sublease as a direct Lease between Prime Landlord and Tenant. Such arrangement between Prime Landlord and Tenant shall entitle the Tenant to occupy the Subleased Premises under the terms and provisions of this Sublease after Prime Lease Termination for the then remainder of the Term of the Sublease (through December 31, 2002) but shall not relieve Landlord from any liability to Prime Landlord under the Prime Lease. Tenant hereby agrees to execute and deliver at any time and from time to time, upon request of Prime Landlord, any instruments which may be necessary or appropriate to evidence such assumption and Tenant hereby irrevocably appoints Prime Landlord as its attorney in fact, coupled with an interest to execute on behalf of Tenant any documents or instruments necessary to evidence such assumption. Prime Landlord shall not (i) be liable to Tenant for any act, omission or breach of the Sublease by Landlord, (ii) be subject to any offsets or defenses which Tenant might have against Landlord, (iii) be bound by any rent or additional rent which Tenant might have paid in advance to Landlord, (iv) be bound to honor any rights of Tenant in any security deposit or advance rent made with or paid to Landlord by Tenant except to the extent Landlord has specifically assigned and turned over such security deposits and advance rent to Prime Landlord and Prime Landlord shall actually have the same in its possession and control. Landlord and Tenant hereby agree that in the event of Prime Lease Termination, Landlord shall immediately pay or transfer to Prime Landlord any security deposits, rent or other sums then held by Landlord in connection with the subleasing of the Subleased Premises and, notwithstanding anything contained herein to the contrary, this shall satisfy Landlord's obligations to Tenant under this Sublease with respect to any such sums paid over or transferred to Prime Landlord. Such security deposit may be applied by Prime Landlord pursuant to the terms of the Sublease in the event of any holding over or other default by the Tenant after Prime Lease Termination. Tenant hereby agrees that under no circumstances whatsoever shall Prime Landlord be held in any way responsible or accountable for any security deposit or any sums paid by Tenant to Landlord unless and until and to the extent that Prime Landlord has actually received such sums from Landlord and has acknowledged their source, and Tenant shall have no claim to any security or other deposit made by Landlord under the Prime Lease.

Subordination to and Incorporation of Terms of Prime Lease. (a) This Sublease is and all rights of the Subtenant hereunder are and shall be in all respects respects, except as otherwise specifically set forth in this Sublease, (i) subject and subordinate to the terms Prime Lease and to all of the respective terms, covenants and conditions of thereof and any mortgage to which the Prime Lease is subject and/or subordinate; and (ii) and subordinate to any agreement to which the Prime Lease is subject and/or subordinate, and to the matters to which the Prime Lease is or shall be subject and/or subordinate and all encumbrances now or hereafter placed on or affecting the Prime Lease or the fee title of the Prime Lease Premises as permitted by the Prime Lease or to which the Prime Lease is subject and subordinate. The foregoing provisions shall be self-operative and no further instrument of subordination shall be necessary, unless required by the Sublandlord or the Prime Landlord, in which event the Subtenant agrees, on demand, at any time or times, to execute, acknowledge and deliver to the Sublandlord or to the Prime Landlord any and all instruments that may be necessary or proper to confirm the subordination of this Sublease and all rights of the Subtenant hereunder, to the lien of any such encumbrances; and if, within ten (10) days following demand therefor, Subtenant shall fail or neglect to execute, acknowledge and deliver any such instrument of subordination, the Sublandlord, in addition to any other remedies, may execute, acknowledge and deliver the same as agent or attorney for the Subtenant and the Subtenant hereby irrevocably nominates, constitutes and appoints the Sublandlord as the Subtenant's proper and lawful attorney-in-fact in respect of such subordination. (b) 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 Subtenant (as if they were the Landlord and 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 particularExcept where: otherwise specifically set forth herein or as may otherwise be clear intended by the language of this Sublease, it is intended the terms "Landlord", "Tenant" "Premises" "Term" "Fixed Rent" and "Additional Rent", as used in any such terms provisions, covenants, stipulations, conditions, rights, obligations, remedies, and agreements, of the Prime Lease that Tenant shall not are incorporated into this Sublease, shall, for the sake of this Sublease, be subject deemed to duplicate monetary obligations to Landlord and Prime Landlord. Except mean, respectively, Sublandlord, Subtenant, Subleased Premises, Term, Base Rent, Additional Rent, as otherwise expressly provided defined in this Sublease, to . It is agreed and understood between the extent parties hereto that Tenant Subtenant obtains and is required granted by this Sublease to make monetary payments to Landlord (such no more rights and privileges hereunder than Sublandlord has as for rent, additional rent or upon default) Tenant shall not be obligated to under the Prime Landlord for any such monetary obligations nor to Landlord for its monetary obligations to the Prime LandlordLease. Landlord Sublandlord and Tenant Subtenant acknowledge and agree that Tenant Subtenant has reviewed and is familiar with the Prime Lease (except for those portions of the Prime Lease which have been excised for reasons of confidentiality and Landlord which, Sublandlord represents and warrants to Subtenant, have no applicability to the Subtenant or this Sublease) and 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 (except for those portions of the Prime Lease which have been exceed for reasons of confidentiality and which have no applicability to the Subtenant or this Sublease) of such Prime Lease. (b) In the event of Prime Lease Termination (as hereinafter defined) prior to December 31, 2002 and provided that the Sublease has not theretofore been terminated, Prime Landlord shall recognize Tenant as Prime Landlord's direct Tenant pursuant to the terms and provisions of the Sublease for the then remainder of the Term of the Sublease (through December 31, 2002) and Tenant hereby agrees to attorn to Prime Landlord and perform Tenant's obligations under this Sublease with respect to the Subleased Premises (and only as to the Subleased Premises) to and for the benefit of Prime Landlord as if Prime Landlord were the "Landlord" under this Sublease as a direct Lease between Prime Landlord and Tenant. Such arrangement between Prime Landlord and Tenant shall entitle the Tenant to occupy the Subleased Premises under the terms and provisions of this Sublease after Prime Lease Termination for the then remainder of the Term of the Sublease (through December 31, 2002) but shall not relieve Landlord from any liability to Prime Landlord under the Prime Lease. Tenant hereby agrees to execute and deliver at any time and from time to time, upon request of Prime Landlord, any instruments which may be necessary or appropriate to evidence such assumption and Tenant hereby irrevocably appoints Prime Landlord as its attorney in fact, coupled with an interest to execute on behalf of Tenant any documents or instruments necessary to evidence such assumption. Prime Landlord shall not (i) be liable to Tenant for any act, omission or breach of the Sublease by Landlord, (ii) be subject to any offsets or defenses which Tenant might have against Landlord, (iii) be bound by any rent or additional rent which Tenant might have paid in advance to Landlord, (iv) be bound to honor any rights of Tenant in any security deposit or advance rent made with or paid to Landlord by Tenant except to the extent Landlord has specifically assigned and turned over such security deposits and advance rent to Prime Landlord and Prime Landlord shall actually have the same in its possession and control. Landlord and Tenant hereby agree that in the event of Prime Lease Termination, Landlord shall immediately pay or transfer to Prime Landlord any security deposits, rent or other sums then held by Landlord in connection with the subleasing of the Subleased Premises and, notwithstanding anything contained herein to the contrary, this shall satisfy Landlord's obligations to Tenant under this Sublease with respect to any such sums paid over or transferred to Prime Landlord. Such security deposit may be applied by Prime Landlord pursuant to the terms of the Sublease in the event of any holding over or other default by the Tenant after Prime Lease Termination. Tenant hereby agrees that under no circumstances whatsoever shall Prime Landlord be held in any way responsible or accountable for any security deposit or any sums paid by Tenant to Landlord unless and until and to the extent that Prime Landlord has actually received such sums from Landlord and has acknowledged their source, and Tenant shall have no claim to any security or other deposit made by Landlord under the Prime Lease.

Subordination to and Incorporation of Terms of Prime Lease. (a) This Sublease is and all rights of the Subtenant hereunder are and shall be in all respects subject and subordinate to the terms and conditions of to: (i) the Prime Lease and to all of the respective terms, covenants and conditions thereof (subject to Section 12(b) of this Sublease), (ii) any agreement to which the Prime Lease is subject and/or subordinate, and to the matters to which the Prime Lease is or shall be subject and/or subordinate, and (iii) all encumbrances now or hereafter placed on or affecting the Prime Lease or the fee title of the Prime Lease Premises as permitted by the Prime Lease or to which the Prime Lease is subject and subordinate. The foregoing provisions shall be self-operative and no further instrument of subordination shall be necessary, unless required by the Sublandlord or the Prime Landlord, in which event the Subtenant agrees, on demand, at any time or times, to execute, acknowledge and deliver to the Sublandlord or to the Prime Landlord any and all instruments that may be necessary or proper to confirm the subordination of this Sublease and all rights of the Subtenant hereunder, to the lien of any such encumbrances; and if, within ten (10) days following demand therefor, Subtenant shall fail or neglect to execute, acknowledge and deliver any such instrument of subordination, the Sublandlord, in addition to any other remedies, may execute, acknowledge and deliver the same as agent or attorney for the Subtenant and the Subtenant hereby irrevocably nominates, constitutes and appoints the Sublandlord as the Subtenant's proper and lawful attorney-in-fact for such purpose. (b) 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 Subtenant (as if they were the Landlord and 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 particular, it It is intended agreed and understood between the parties hereto that Tenant shall not be subject to duplicate monetary obligations to Landlord Subtenant obtains and Prime Landlord. Except as otherwise expressly provided in this Sublease, to the extent that Tenant is required granted by this Sublease to make monetary payments to Landlord (such no more rights and privileges hereunder than Sublandlord has as for rent, additional rent or upon default) Tenant shall not be obligated to under the Prime Landlord for any such monetary obligations nor to Landlord for its monetary obligations to the Prime LandlordLease. Landlord Sublandlord and Tenant Subtenant acknowledge and agree that Tenant Subtenant has reviewed and is familiar with the Prime Lease (except for those portions of the Prime Lease which have been excised for reasons of confidentiality and Landlord which have no applicability to the Subtenant or this Sublease) and 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 (except for those portions of the Prime Lease which have been excised for reasons of confidentiality and which have no applicability to the Subtenant or this Sublease) of such Prime Lease. (bc) In the event of Prime Lease Termination (a default by Sublandlord, as hereinafter defined) prior to December 31, 2002 and provided that the Sublease has not theretofore been terminated, Prime Landlord shall recognize Tenant as Prime Landlord's direct Tenant pursuant to the terms and provisions of the Sublease for the then remainder of the Term of the Sublease (through December 31, 2002) and Tenant hereby agrees to attorn to Prime Landlord and perform Tenant's obligations under this Sublease with respect to the Subleased Premises (and only as to the Subleased Premises) to and for the benefit of Prime Landlord as if Prime Landlord were the "Landlord" under this Sublease as a direct Lease between Prime Landlord and Tenant. Such arrangement between Prime Landlord and Tenant shall entitle the Tenant to occupy the Subleased Premises under the terms and provisions of this Sublease after Prime Lease Termination for the then remainder of the Term of the Sublease (through December 31, 2002) but shall not relieve Landlord from any liability to Prime Landlord tenant under the Prime Lease. Tenant hereby agrees to execute , resulting in the termination, reentry or dispossession thereunder, Prime Landlord may, at its option, take over all of the right, title and deliver interest of Sublandlord under this Sublease and Subtenant hereunder shall, at any time and from time to time, upon request the option of the Prime Landlord, any instruments which may be necessary or appropriate attorn to evidence such assumption and Tenant hereby irrevocably appoints recognize Prime Landlord as its attorney in fact, coupled with an interest to execute on behalf of Tenant any documents or instruments necessary to evidence such assumption. Sublandlord hereunder except that Prime Landlord shall not (i) be liable to Tenant for any act, previous act or omission or breach of the Sublease by LandlordSublandlord under this Sublease, (ii) be subject to any offsets offset which theretofore accrued to Subtenant against Sublandlord, or defenses which Tenant might have against Landlord, (iii) be bound by any rent previous modification of this Sublease or additional rent which Tenant might by any previous prepayment of more than one month's rent, and Subtenant shall, promptly upon Prime Landlord's request, execute and deliver all instruments necessary or appropriate to confirm such attornment and recognition. Subtenant hereby waives all rights under any present or future law to elect, by reason of the termination of such Prime Lease, to terminate this Sublease or surrender possession of the Subleased Premises. (d) Subtenant shall not have paid in advance to Landlord, (iv) be bound to honor any rights of Tenant in any security deposit or advance rent made with or paid to Landlord by Tenant except to the extent Landlord has specifically assigned and turned over such security deposits and advance rent to Prime Landlord and Prime Landlord shall actually have the same in its possession and control. Landlord and Tenant hereby agree that in the event of Prime Lease Termination, Landlord shall immediately pay or transfer to Prime Landlord any security deposits, rent or other sums then held by Landlord in connection with the subleasing of the Subleased Premises and, notwithstanding anything contained herein to the contrary, this shall satisfy Landlord's obligations to Tenant under this Sublease with respect to any such sums paid over or transferred to Prime Landlord. Such security deposit may be applied by Prime Landlord pursuant to the terms of the Sublease in the event of any holding over or other default by the Tenant after Prime Lease Termination. Tenant hereby agrees that under no circumstances whatsoever shall Prime Landlord be held in any way responsible or accountable for any security deposit or any sums paid by Tenant to Landlord unless and until and to the extent that Prime Landlord has actually received such sums from Landlord and has acknowledged their source, and Tenant shall have no claim to any security or other deposit made by Landlord under the Prime Lease, which have been excluded from the Prime Lease by this Sublease, and the Subtenant shall only have those rights of the Tenant under the Prime Lease to the extent they remain or have been modified pursuant to this Sublease. (e) In the event or any inconsistency between the Prime Lease and this Sublease, such inconsistency (i) if it relates to obligations of, or restrictions upon, Subtenant, it shall be resolved in favor of that obligation which is more onerous to Subtenant or that restriction which is more restrictive of Subtenant, as the case may be, or (ii) if it relates to the rights of, or benefits to be conferred upon, Subtenant, it shall be resolved in favor of this Sublease.

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 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. Except as otherwise are expressly provided in excluded from the terms of this Sublease: Sections 2.3, to 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 extent 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. (b) In b. To the event of extent that Sublandlord is entitled under the Prime Lease Termination (to any abatement of rent as hereinafter defined) prior to December 31, 2002 and provided that the Sublease has not theretofore been terminated, Prime Landlord shall recognize Tenant as Prime Landlord's direct Tenant pursuant a result of damage or casualty to the terms Subleased Premises, then Subtenant shall have the right to a corresponding abatement of rent hereunder. c. Subtenant xxxxxx assumes and provisions of the Sublease for the then remainder of the Term of the Sublease (through December 31, 2002) and Tenant hereby agrees to attorn to Prime Landlord perform faithfully and perform Tenant's obligations under this Sublease be bound by, with respect to the Subleased Premises (Premises, all of Sublandlord’s obligations, covenants, agreements and only as to the Subleased Premises) to and for the benefit of Prime Landlord as if Prime Landlord were the "Landlord" under this Sublease as a direct Lease between Prime Landlord and Tenant. Such arrangement between Prime Landlord and Tenant shall entitle the Tenant to occupy the Subleased Premises under the terms and provisions of this Sublease after Prime Lease Termination for the then remainder of the Term of the Sublease (through December 31, 2002) but shall not relieve Landlord from any liability to Prime Landlord liabilities under the Prime Lease and all terms, conditions, provisions and restrictions contained in the Prime Lease except the following provisions of the Prime Lease. Tenant hereby agrees to execute and deliver at any time and from time to time, upon request of Prime Landlord, any instruments which may be necessary or appropriate to evidence such assumption and Tenant hereby irrevocably appoints Prime Landlord as its attorney in fact, coupled with an interest to execute on behalf of Tenant any documents or instruments necessary to evidence such assumption. Prime Landlord shall not : (i) be liable to Tenant for any act, omission or breach of the Sublease by Landlord, Section 2.6 – Extension Options; (ii) be subject to any offsets or defenses which Tenant might have against Landlord, (iii) be bound by any rent or additional rent which Tenant might have paid in advance to Landlord, (iv) be bound to honor any rights Section 2.7 – Right of Tenant in any security deposit or advance rent made with or paid to Landlord by Tenant except to the extent Landlord has specifically assigned and turned over such security deposits and advance rent to Prime Landlord and Prime Landlord shall actually have the same in its possession and control. Landlord and Tenant hereby agree that in the event of Prime Lease Termination, Landlord shall immediately pay or transfer to Prime Landlord any security deposits, rent or other sums then held by Landlord in connection with the subleasing of the Subleased Premises First Offer; and, notwithstanding anything contained herein to the contrary, this shall satisfy Landlord's obligations to Tenant under this Sublease with respect to any such sums paid over or transferred to Prime Landlord. Such security deposit may be applied by Prime Landlord pursuant to the terms of the Sublease in the event of any holding over or other default by the Tenant after Prime Lease Termination. Tenant hereby agrees that under no circumstances whatsoever shall Prime Landlord be held in any way responsible or accountable for any security deposit or any sums paid by Tenant to Landlord unless and until and to the extent that Prime Landlord has actually received such sums from Landlord and has acknowledged their source, and Tenant shall have no claim to any security or other deposit made by Landlord under the Prime Lease.