Common use of Subordination to and Incorporation of the Lease Clause in Contracts

Subordination to and Incorporation of the Lease. (a) This Sublease is in all respects subject and subordinate to the terms and conditions of the Lease and to the matters to which the Lease, including any amendments thereto, is or shall be subordinate. Subtenant agrees that Subtenant has reviewed and is familiar with the Lease, and will not do or suffer or permit anything to be done which would result in a default or breach (whether or not subject to notice or grace periods) on the part of Sublandlord, as tenant, under the Lease or cause the Lease to be terminated. Sublandlord agrees that Sublandlord will not do or suffer or permit anything to be done which would result in a Default on the part of Sublandlord (as tenant), under the Lease. If, however, the Lease is terminated prior to its scheduled expiration for any reason whatsoever, including a voluntary termination, then except as may otherwise be expressly provided for in the Consent from Landlord, this Sublease shall likewise terminate, without further notice and without further obligation or liability on the part of the parties. (b) Except as otherwise expressly provided in this Sublease, the terms, covenants, conditions, rights, obligations, remedies and agreements of the Lease are incorporated into this Sublease by reference and made a part hereof as if fully set forth herein and shall constitute the terms of this Sublease, mutatis mutandis, Sublandlord being substituted for “Landlord” thereunder and Subtenant being substituted for “Tenant” thereunder, except to the extent that such terms do not relate to the Subleased Premises or are inapplicable to, or specifically inconsistent with, the terms of this Sublease, it being understood and agreed that Sublandlord will not be acting as, or assuming any of the responsibilities of, Landlord, and all references in the Lease to landlord-provided functions, services and/or allowances, or to landlord insurance requirements, including the preparation of Annual Estimates and Annual Statements of Operating Expenses pursuant to Section 5 (Operating Expense Payments), Section 11 (Utilities and Services; Emergency Generator; Service Interruptions), Section 13 Landlord’s Repairs, Section 17(a) Landlord’s Insurance, Section 18 (Restoration) and Section 19 (Eminent Domain) shall continue to be references to Landlord and not to Sublandlord. Nothing in this Section 3 shall be diminished or impaired by reason of any repetition anywhere in this Sublease expressly referring to specific incorporation by reference in the Sublease of any provision of the Lease. (c) The following provisions of the Original Lease shall not be incorporated herein by reference and are expressly excluded from the terms of this Sublease: Section 1 ( except for the second sentence thereof, which is incorporated by reference) Lease of Premises Section 2(a), 2(b), 2(c), 2(d), 2(e) Delivery; Acceptance of Premises; Commencement Date

Subordination to and Incorporation of the Lease. (a) 4.1. This Sublease is in all respects subject and subordinate to the terms and conditions of the Lease (a true and complete copy of which has been furnished by Sublandlord to Subtenant), and to the all matters to which the Lease, including any amendments thereto, Lease is or shall be subject and subordinate. Subtenant agrees that Subtenant has reviewed and is familiar with the Leaseshall indemnify Sublandlord for, and will not do shall hold it harmless from and against, any and all losses, damages, penalties, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, which may be sustained or suffer incurred by Sublandlord by reason of Subtenant's failure to keep, observe or permit anything perform any of the terms, provisions, covenants, conditions and obligations on Sublandlord's part to be done which would result in a default kept, observed or breach (whether or not subject to notice or grace periods) on the part of Sublandlord, as tenant, performed under the Lease to the extent same shall have been incorporated herein, or cause the Lease otherwise arising out of or with respect to be terminated. Sublandlord agrees that Sublandlord will not do or suffer or permit anything to be done which would result in a Default on the part of Sublandlord (as tenant), under the Lease. If, however, the Lease is terminated prior to its scheduled expiration for any reason whatsoever, including a voluntary termination, then except as may otherwise be expressly provided for in the Consent from Landlord, this Sublease shall likewise terminate, without further notice Subtenant's use and without further obligation or liability on the part occupancy of the partiesSubleased Premises from and after the Commencement Date. (b) 4.2. Except as otherwise expressly provided in in, or otherwise inconsistent with, this Sublease, or to the extent not applicable to the Subleased Premises, the terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements of contained in the Lease are incorporated into in this Sublease by reference reference, and are made a part hereof as if fully herein set forth herein and shall constitute at length, (i) except for the terms references to "Landlord" in the specific sections of this Sublease, mutatis mutandisthe Lease referred to in Section 4.3 hereof, Sublandlord being shall be substituted for “all references to the "Landlord” thereunder and Subtenant being substituted for “Tenant” thereunder, except " under the Lease to the extent that such terms do the reference to Landlord is in its capacity as landlord under the Lease and not relate to in any other capacity, (ii) Subtenant shall be substituted for the "Tenant" under the Lease, and (iii) Subleased Premises or are inapplicable to, or specifically inconsistent with, the terms of this Sublease, it being understood and agreed that Sublandlord will not be acting as, or assuming any of the responsibilities of, Landlord, and all references in the Lease to landlord-provided functions, services and/or allowances, or to landlord insurance requirements, including the preparation of Annual Estimates and Annual Statements of Operating Expenses pursuant to Section 5 (Operating Expense Payments), Section 11 (Utilities and Services; Emergency Generator; Service Interruptions), Section 13 Landlord’s Repairs, Section 17(a) Landlord’s Insurance, Section 18 (Restoration) and Section 19 (Eminent Domain) shall continue to be references to Landlord and not to Sublandlord. Nothing in this Section 3 shall be diminished or impaired by reason of any repetition anywhere in this Sublease expressly referring to specific incorporation by reference in the Sublease of any provision of substituted for "demised premises" under the Lease. (c) The , except that the following provisions of the Original Lease and any references to such provisions shall be deemed deleted therefrom and shall have no force and effect as between Sublandlord and Subtenant: (i) with respect to the Initial Lease: Article 1, Article 2, Section 3.01(b), Article 21, Article 24, Section 43.09, Article 44, Schedule A, Schedule A-1, Schedule C, and Schedule D; and (ii) with respect to the First Amendment: Section 2, Section 3, Section 4, Section 5, Section 6, Section 7, Section 8, Exhibit A, Exhibit B, and Exhibit C. 4.3. The references to "Landlord" in the Initial Lease in Article 3, Article 4, Article 5, Article 6, Article 7, Article 8, Article 10, Article 13, Article 14, Article 16, Section 22.01, Article 25, Article 31, Article 36, Article 39, Article 40, Article 42, Article 45, shall continue to refer to the Prime Landlord. The references to "Landlord" in Article 9, Article 11, Article 15, Article 17, Article 18, Article 19, Article 20, Article 26, Article 27, Article 28, Article 29, Article 30, Article 32, Article 34, and Article 35 of the Initial Lease shall be deemed to refer collectively to the Prime Landlord and Sublandlord. 4.4. Sublandlord represents that as of the date hereof, the Lease is in full force and effect. Sublandlord represents that Sublandlord has not be incorporated herein by reference and are expressly excluded received as of the date hereof any notice of default from the terms Landlord under the Lease, and has not, to the best of this Sublease: Section 1 ( except for its knowledge, done or suffered or caused to be done any acts which would result in any cancellation, forfeiture, or termination of the second sentence thereof, which Lease. Sublandlord covenants that Sublandlord's interest in the Lease is incorporated by reference) Lease of Premises Section 2(a), 2(b), 2(c), 2(d), 2(e) Delivery; Acceptance of Premises; Commencement Dateunencumbered.

Subordination to and Incorporation of the Lease. (a) 8.1. This Sublease is in all respects subject and subordinate to the terms and conditions of the Lease and to the matters all instruments, laws, rules, regulations and private restrictions to which the Lease, including any amendments thereto, Lease is or shall be subject and subordinate. Subtenant agrees that Subtenant has reviewed and is familiar with the Leaseshall indemnify Sublandlord for, and will not do shall hold it ham1less from and against, any and all losses, damages, penalties, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, which may be sustained or suffer incurred by Sublandlord by reason of Subtenant's failure to keep, observe or permit anything perform any of the terms, provisions, covenants, conditions and obligations on Sublandlord's part to be done which would result in a default kept, observed or breach (whether or not subject to notice or grace periods) on the part of Sublandlord, as tenant, perf01med under the Lease to the extent same shall have been incorporated herein, or cause the Lease otherwise arising out of or with respect to be terminated. Sublandlord agrees that Sublandlord will not do or suffer or permit anything to be done which would result in a Default on the part of Sublandlord (as tenant), under the Lease. If, however, the Lease is terminated prior to its scheduled expiration for any reason whatsoever, including a voluntary termination, then except as may otherwise be expressly provided for in the Consent from Landlord, this Sublease shall likewise terminate, without further notice Subtenant's use and without further obligation or liability on the part occupancy of the partiesPremises from and after the Commencement Date. (b) 8.2. Except as otherwise expressly provided in in, or otherwise inconsistent with, this Sublease, or to the extent not applicable to the Premises, the terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements of contained in the Lease are incorporated into in this Sublease by reference reference, and are made a part hereof as if fully herein set forth herein at length, and (i) as if the word "Lease" or "lease" or words of similar import, wherever the same appear in the Lease, were construed to mean this "Sublease", (ii) Sublandlord is hereby entitled to all the rights, privileges and benefits of the Landlord under the Lease and may enforce the tem1s and conditions of the Lease against the Subtenant as if the Subtenant were the "Tenant" thereunder, (iii) Subtenant shall be substituted for the "Tenant" under the Lease, and (iv) Premises shall be substituted for "demised premises"under the Lease, except that the following provisions of the Lease and any references to such provisions shall be deemed deleted therefrom and shall constitute have no force and effect as between Sublandlord and Subtenant: Articles/Sections: 1.1, 1.2, 1.3, 2. 1.1, 2.1.2, 2.3, 2.4, 2.5, 2.6. 1, 2.8.2 (first, sixth and seventh sentences), 2.8.6, 3. 1, 3.2, 3.3, 3.5, 3.6, 3.7, 4.1, 4.2(C), 4.2(0), 4.3, 4.4, 5.1, 5.6.1, 5.6.5(g), 5.14 (first sentence and sixth grammatical paragraph, subparagraph s (i)-(iv)), 6.1, 6.3 (regarding any right of Subtenant to tem1inate the Sublease), 6.3 (third grammatical paragraph), 6.4(second grammatical paragraph), 8.8. 8.11, 8.12, 8.15 (regarding any right of Subtenant to receive an SNDA), 8.20, 8.21, 8.24, 8.26A, 8.26C, 8.27, 8.29, 8.30, 8.31. Exhibits: X-0, X, X, X, X, X, X, X, X, X, X. 8.3. If any of the express provisions of this Sublease shall conflict with any of the provisions of the Lease incorporated by reference, such conflict shall be resolved in every instance in favor of the express provisions of the Sublease. 8.4. Subtenant may peaceably and quietly enjoy the Premises subject and subordinate to the terms of this SubleaseSublease and to the terms of the Lease, mutatis mutandis, Sublandlord being substituted for “Landlord” thereunder and Subtenant being substituted for “Tenant” thereunder, except to the extent that such terms do not relate to the Subleased Premises or are inapplicable to, or specifically inconsistent with, the terms of this Sublease, it being understood and agreed that Sublandlord will not be acting as, or assuming any of the responsibilities of, Landlord, and all references in the Lease to landlord-provided functions, services and/or allowances, or to landlord insurance requirements, including the preparation of Annual Estimates and Annual Statements of Operating Expenses pursuant to Section 5 (Operating Expense Payments), Section 11 (Utilities and Services; Emergency Generator; Service Interruptions), Section 13 Landlord’s Repairs, Section 17(a) Landlord’s Insurance, Section 18 (Restoration) and Section 19 (Eminent Domain) shall continue to be references to Landlord and not to Sublandlord. Nothing in this Section 3 shall be diminished or impaired by reason of any repetition anywhere in this Sublease expressly referring to specific incorporation by reference in the Sublease of any provision of the Leaseincorporated herein. (c) The following provisions of the Original Lease shall not be incorporated herein by reference and are expressly excluded from the terms of this Sublease: Section 1 ( except for the second sentence thereof, which is incorporated by reference) Lease of Premises Section 2(a), 2(b), 2(c), 2(d), 2(e) Delivery; Acceptance of Premises; Commencement Date

Subordination to and Incorporation of the Lease. (a) This Sublease is in all respects shall be expressly subject and subordinate to all of the terms terms, provisions, covenants and conditions of the Lease. Except as provided in this Section 4, or elsewhere in this Sublease, all of the terms, provisions, covenants, agreements and conditions of the Lease are hereby incorporated in and made a part of this Sublease with the same force and effect as though set forth in full herein, except that the provisions as to the matters Base Rent payable by Sublessor to which the Landlord, the provisions of Sections 1.1 and 1.3 and Articles 2, 3, 14, 19, 24, 45, 46, 48 and 49 of the Lease, including any amendments theretothe Landlord's Work letters and such other terms, is covenants and conditions as are not relevant or applicable or are specifically inconsistent with the terms hereof (collectively, the "Excluded Provisions") are not incorporated herein. Wherever the term (i) "Tenant" occurs in the Lease the same shall be subordinatedeemed to refer to Sublessee herein, (ii) "Landlord" occurs in the Lease the same shall be deemed to refer to both the Landlord and the Sublessor, (iii) "Premises" occurs in the Lease the same shall be deemed to refer to the Sublet Space and (iv) "this Lease" occurs in the Lease the same shall be deemed to refer to this Sublease. Subtenant agrees that Subtenant A true and complete copy of the Lease has reviewed and is familiar with the Leasebeen furnished to Sublessee, and will Sublessee covenants and agrees to observe and perform in respect of the Sublet Space all of the terms, provisions, covenants and conditions contained in the Lease upon the part of the tenant therein named to be observed or performed, except for the Excluded Provisions. Sublessee agrees not to do or or, to the extent reasonably within its control, to suffer or permit anything to be done which would result in a default or breach (whether or not subject to notice or grace periods) on the part of Sublandlord, as tenant, under the Lease or cause the Lease to be terminated. Sublandlord agrees that Sublandlord will not do or suffer or permit anything to be done which would result in a Default on the part of Sublandlord (as tenant), under the Lease. If, however, the Lease is terminated prior to its scheduled expiration for any reason whatsoever, including a voluntary termination, then except as may otherwise be expressly provided for in the Consent from Landlord, this Sublease shall likewise terminate, without further notice and without further obligation or liability on the part of the parties. (b) Except as otherwise expressly provided in this Sublease, the terms, covenants, conditions, rights, obligations, remedies and agreements of the Lease are incorporated into this Sublease by reference and made a part hereof as if fully set forth herein and shall constitute the terms of this Sublease, mutatis mutandis, Sublandlord being substituted for “Landlord” thereunder and Subtenant being substituted for “Tenant” thereunder, except to the extent that such terms do not relate to the Subleased Premises or are inapplicable to, or specifically inconsistent with, the terms of this Sublease, it being understood and agreed that Sublandlord will not be acting as, or assuming any of the responsibilities of, Landlord, and all references in the Lease to landlord-provided functions, services and/or allowances, or to landlord insurance requirements, including the preparation of Annual Estimates and Annual Statements of Operating Expenses pursuant to Section 5 (Operating Expense Payments), Section 11 (Utilities and Services; Emergency Generator; Service Interruptions), Section 13 Landlord’s Repairs, Section 17(a) Landlord’s Insurance, Section 18 (Restoration) and Section 19 (Eminent Domain) shall continue to be references to Landlord and not to Sublandlord. Nothing in this Section 3 shall be diminished or impaired by reason of any repetition anywhere in this Sublease expressly referring to specific incorporation by reference in the Sublease of any provision of the Lease. (c) The following provisions of the Original Lease shall not be incorporated herein by reference and are expressly excluded from the terms of this Sublease: Section 1 ( except for the second sentence thereof, which is incorporated by reference) Lease of Premises Section 2(a), 2(b), 2(c), 2(d), 2(e) Delivery; Acceptance of Premises; Commencement Date

Subordination to and Incorporation of the Lease. (a) 8.1 This Sublease is in all respects subject and subordinate to the terms and conditions of the Lease and to the matters all instruments, laws, rules, regulations and private restrictions to which the Lease, including any amendments thereto, Lease is or shall be subject and subordinate. Subtenant agrees that Subtenant has reviewed and is familiar with the Leaseshall indemnify Sublandlord for, and will not do shall hold it harmless from and against, any and all losses, damages, penalties, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, which may be sustained or suffer incurred by Sublandlord by reason of Subtenant’s failure to keep, observe or permit anything perform any of the terms, provisions, covenants, conditions and obligations on Sublandlord’s part to be done which would result in a default kept, observed or breach (whether or not subject to notice or grace periods) on the part of Sublandlord, as tenant, performed under the Lease to the extent same shall have been incorporated herein, or cause the Lease otherwise arising out of or with respect to be terminated. Sublandlord agrees that Sublandlord will not do or suffer or permit anything to be done which would result in a Default on the part of Sublandlord (as tenant), under the Lease. If, however, the Lease is terminated prior to its scheduled expiration for any reason whatsoever, including a voluntary termination, then except as may otherwise be expressly provided for in the Consent from Landlord, this Sublease shall likewise terminate, without further notice Subtenant’s use and without further obligation or liability on the part occupancy of the partiesPremises from and after the Commencement Date. (b) 8.2 Except as otherwise expressly provided in in, or otherwise inconsistent with, this Sublease, or to the extent not applicable to the Premises, the terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements of contained in the Lease are incorporated into in this Sublease by reference reference, and are made a part hereof as if fully herein set forth herein at length, and shall constitute (i) as if the word “Lease” or “lease” or words of similar import, wherever the same appear in the Lease, were construed to mean this “Sublease”, (ii) Sublandlord is hereby entitled to all the rights, privileges and benefits of the Landlord under the Lease and may enforce the terms and conditions of this Sublease, mutatis mutandis, Sublandlord being substituted for “Landlord” thereunder and the Lease against the Subtenant being substituted for as if the Subtenant were the “Tenant” thereunder, except to (iii) Subtenant shall be substituted for the extent that such terms do not relate to “Tenant” under the Subleased Premises or are inapplicable to, or specifically inconsistent with, the terms of this Sublease, it being understood and agreed that Sublandlord will not be acting as, or assuming any of the responsibilities of, LandlordLease, and all references in (iv) Premises shall be substituted for “demised premises” under the Lease to landlord-provided functionsLease, services and/or allowances, or to landlord insurance requirements, including the preparation of Annual Estimates and Annual Statements of Operating Expenses pursuant to Section 5 (Operating Expense Payments), Section 11 (Utilities and Services; Emergency Generator; Service Interruptions), Section 13 Landlord’s Repairs, Section 17(a) Landlord’s Insurance, Section 18 (Restoration) and Section 19 (Eminent Domain) shall continue to be references to Landlord and not to Sublandlord. Nothing except that notwithstanding anything contained in this Section 3 shall be diminished or impaired by reason of any repetition anywhere in this Sublease expressly referring 8.2 to specific incorporation by reference in the Sublease of any provision of contrary, the Lease. (c) The following provisions of the Original Lease and any references to such provisions shall not be incorporated herein by reference deemed deleted therefrom and are expressly excluded from the terms of this Subleaseshall have no force and effect as between Sublandlord and Subtenant: Section 1 ( except for the second sentence thereof, which is incorporated by reference) Lease of Premises Section 2(a), 2(b), 2(c), 2(d), 2(e) Delivery; Acceptance of Premises; Commencement Date

Subordination to and Incorporation of the Lease. (a) 4.1. This Sublease is in all respects subject and subordinate to the terms and conditions of the Lease and to the all matters to which the Lease, including any amendments thereto, Lease is or shall be subject and subordinate. Subtenant agrees that Subtenant has reviewed and is familiar with the Leaseshall indemnify Sublandlord for, and will not do shall hold it harmless from and against, any and all losses, damages, penalties, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, which may be sustained or suffer incurred by Sublandlord by reason of Subtenant's failure to keep, observe or permit anything perform any of the terms, provisions, covenants, conditions and obligations on Sublandlord's part to be done which would result in a default kept, observed or breach (whether or not subject to notice or grace periods) on the part of Sublandlord, as tenant, performed under the Lease to the extent same shall have been incorporated herein, or cause the Lease otherwise arising out of or with respect to be terminated. Sublandlord agrees that Sublandlord will not do or suffer or permit anything to be done which would result in a Default on the part of Sublandlord (as tenant), under the Lease. If, however, the Lease is terminated prior to its scheduled expiration for any reason whatsoever, including a voluntary termination, then except as may otherwise be expressly provided for in the Consent from Landlord, this Sublease shall likewise terminate, without further notice Subtenant's use and without further obligation or liability on the part occupancy of the partiesPremises from and after the Commencement Date. (b) 4.2. Except as otherwise expressly provided in in, or otherwise inconsistent with, this Sublease, or to the extent not applicable to the Premises, the terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements of contained in the Lease are incorporated into in this Sublease by reference reference, and are made a part hereof as if fully herein set forth herein at length, and (i) as if the word "Lease" or "lease" or words of similar import, wherever the same appear in the Lease, were construed to mean this "Sublease", (ii) Sublandlord shall be substituted for all references to the "Landlord' under the Lease, (iii) Subtenant shall be substituted for the "Tenant" under the Lease, and (iv) Premises shall be substituted for "Demised Premises" under the Lease, except that the following provisions of the Lease and any references to such provisions shall be deemed deleted therefrom and shall constitute have no force and effect as between Sublandlord and Subtenant: Sections 1.01, 2.01, 3.10 (second paragraph), 8.03(i), 8.04, 24.01, 25.06(a)(i) and (iii), 25.06(b), (c) and (d), Articles 42, 44, 47.01, Schedules C, E, F, H, M, O and P of the original lease dated July 17, 1992 between Owner and Sublandlord; Sections 2(a), 2(b)(v), 3(b) through 3(g), 4(a), 5, 6(a), (b), 7, 10(a), 11, 12(b)(i)(and any references to a specific monetary amount), 13, 14, 15, 16, 18, 19, 20(e) of the Modification Agreement. 4.3. If any of the express provisions of this Sublease shall conflict with any of the provisions of the Lease incorporated by reference, such conflict shall be resolved in every instance in favor of the express provisions of the Sublease. 4.4. Subtenant may peaceably and quietly enjoy the Premises subject and subordinate to the terms of this SubleaseSublease and to the terms of the Lease, mutatis mutandis, Sublandlord being substituted for “Landlord” thereunder and Subtenant being substituted for “Tenant” thereunder, except to the extent that such terms do not relate incorporated herein. 4.5. Anything herein to the Subleased Premises or are inapplicable tocontrary notwithstanding, or specifically inconsistent with, the terms of this Sublease, it being understood and agreed that Sublandlord will not be acting as, or assuming shall have no obligation to reimburse Subtenant for any of the responsibilities of, Landlord, and all references in the Lease to landlord-provided functions, services and/or allowances, or to landlord insurance requirements, including the preparation of Annual Estimates and Annual Statements of Operating Expenses pursuant to costs under Section 5 (Operating Expense Payments), Section 11 (Utilities and Services; Emergency Generator; Service Interruptions), Section 13 Landlord’s Repairs, Section 17(a) Landlord’s Insurance, Section 18 (Restoration) and Section 19 (Eminent Domain) shall continue to be references to Landlord and not to Sublandlord. Nothing in this Section 3 shall be diminished or impaired by reason of any repetition anywhere in this Sublease expressly referring to specific incorporation by reference in the Sublease of any provision of the Lease. (c) The following provisions 4.03 of the Original Lease unless and until Sublandlord actually receives payment of such costs from Owner pursuant to said Section 4.03. In addition, Subtenant shall not be incorporated entitled to offset any costs or expenses under said Section 4.03 unless Sublandlord has received payment from the Owner and failed to remit such payment to Subtenant. 4.6. Anything herein to the contrary notwithstanding, to the extent Sublandlord shall actually receive any rent abatement under Section 9(c), (d) and (e) of the Modification Agreement, Subtenant shall be entitled to receive a corresponding rent abatement under this Sublease. Thus, for example, if under Section 9(d), Subtenant receives an abatement equal to one and one-half days, for each day after February 28, 2001 that the 11th and 12th Floors Adjustment Date does not occur, which abatement is actually received by reference and are expressly excluded from Sublandlord under the terms of the Lease, Subtenant shall receive a corresponding abatement for the same period of one and one-half days of Fixed Rent for the 11 & 12 Premises for each day that the 11th and 12th Floors Adjustment Date has not occurred under Section 16.2 of this Sublease: . Notwithstanding the foregoing, if Owner has given Sublandlord a notice under Section 1 ( except for 9(f) of the second sentence thereofModification Agreement that Owner intends to terminate its obligation to add the 11th and 12th Floors Added Space to the Premises demised under the Lease, Sublandlord shall not agree to waive the penalties (i.e., the rent abatements) under Subparagraph (c) and (d) unless advised by Subtenant within the time required by the Modification Agreement (in which is incorporated by reference) Lease case Subtenant shall not be entitled to any abatement hereunder). If Subtenant fails to advise Sublandlord to waive such penalties then, upon the effective date of Landlord's notice of termination, Sublandlord shall have no obligation to deliver the 11 & 12 Premises Section 2(a), 2(b), 2(c), 2(d), 2(e) Delivery; Acceptance of to Subtenant and Subtenant shall have no rights or obligations with respect to the 11 & 12 Premises; Commencement Date.

Subordination to and Incorporation of the Lease. (a) 4.1 This Sublease is in all respects subject and subordinate to the terms and conditions of the Lease and to the all matters to which the Lease, including any amendments thereto, Lease is or shall be subject and subordinate. Sublandlord represents that a true and complete copy of the Lease has been furnished by Sublandlord to Subtenant. Subtenant agrees that Subtenant has reviewed and is familiar with the Leaseshall indemnify Sublandlord for, and will not do shall hold it harmless from and defend it against, any and all losses, damages, penalties, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, which may be sustained or suffer incurred by Sublandlord by reason of Subtenant's failure to keep, observe or permit anything perform any of the terms, provisions, covenants, conditions and obligations on Sublandlord's part to be done which would result in a default kept, observed or breach (whether or not subject to notice or grace periods) on the part of Sublandlord, as tenant, performed under the Lease to the extent same shall have been incorporated herein, or cause the Lease otherwise arising out of or with respect to be terminated. Sublandlord agrees that Sublandlord will not do or suffer or permit anything to be done which would result in a Default on the part of Sublandlord (as tenant), under the Lease. If, however, the Lease is terminated prior to its scheduled expiration for any reason whatsoever, including a voluntary termination, then except as may otherwise be expressly provided for in the Consent from Landlord, this Sublease shall likewise terminate, without further notice Subtenant's use and without further obligation or liability on the part occupancy of the partiesPremises from and after the Commencement Date. (b) 4.2 Except as otherwise expressly provided in provide in, or otherwise inconsistent with, this Sublease, or to the extent not applicable to the Premises, the terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements of contained in the Lease are incorporated into in this Sublease by reference reference, and are made a part hereof as if fully herein set forth herein and shall constitute the terms of this Sublease, mutatis mutandisat length, Sublandlord being substituted for “the "Landlord” thereunder and " under the Lease, Subtenant being substituted for “the "Tenant” thereunder, except to " under the extent that such terms do not relate to the Subleased Premises or are inapplicable to, or specifically inconsistent with, the terms of this Sublease, it being understood and agreed that Sublandlord will not be acting as, or assuming any of the responsibilities of, LandlordLease, and all references in the Lease to landlord-provided functions, services and/or allowances, or to landlord insurance requirements, including the preparation of Annual Estimates and Annual Statements of Operating Expenses pursuant to Section 5 (Operating Expense Payments), Section 11 (Utilities and Services; Emergency Generator; Service Interruptions), Section 13 Landlord’s Repairs, Section 17(a) Landlord’s Insurance, Section 18 (Restoration) and Section 19 (Eminent Domain) shall continue to be references to Landlord and not to Sublandlord. Nothing in this Section 3 shall be diminished or impaired by reason of any repetition anywhere in this Sublease expressly referring to specific incorporation by reference in the Sublease of any provision of Premises being substituted for "Premises" under the Lease. (c) The following provisions of the Original Lease shall not be incorporated herein by reference and are expressly excluded from the terms of this Sublease: Section 1 ( except for the second sentence thereof, which is incorporated by reference) Lease of Premises Section 2(a), 2(b), 2(c), 2(d), 2(e) Delivery; Acceptance of Premises; Commencement Date

Subordination to and Incorporation of the Lease. (a) 4.1. This Sublease is in all respects subject and subordinate to the terms and conditions of the Lease (a true and complete copy of which has been furnished by Sublandlord to Subtenant), and to the all matters to which the Lease, including any amendments thereto, Lease is or shall be subject and subordinate. Subtenant agrees that Subtenant has reviewed and is familiar with the Leaseshall indemnify Sublandlord for, and will not do shall hold it harmless from and against, any and all losses, damages, penalties, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, which may be sustained or suffer incurred by Sublandlord by reason of Subtenant's failure to keep, observe or permit anything perform any of the terms, provisions, covenants, conditions and obligations on Sublandlord's part to be done which would result in a default kept, observed or breach (whether or not subject to notice or grace periods) on the part of Sublandlord, as tenant, performed under the Lease to the extent same shall have been incorporated herein, or cause the Lease otherwise arising out of or with respect to be terminated. Sublandlord agrees that Sublandlord will not do or suffer or permit anything to be done which would result in a Default on the part of Sublandlord (as tenant), under the Lease. If, however, the Lease is terminated prior to its scheduled expiration for any reason whatsoever, including a voluntary termination, then except as may otherwise be expressly provided for in the Consent from Landlord, this Sublease shall likewise terminate, without further notice Subtenant's use and without further obligation or liability on the part occupancy of the partiesDemised Premises from and after the Commencement Date. (b) 4.2. Except as otherwise expressly provided in in, or otherwise inconsistent with, this Sublease, or to the extent not applicable to the Demised Premises, the terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements of contained in the Lease are incorporated into in this Sublease by reference reference, and are made a part hereof as if fully herein set forth herein and shall constitute at length; provided that the terms of this Sublease, mutatis mutandis, Sublandlord being substituted for “Landlord” thereunder and Subtenant being substituted for “Tenant” thereunder, except to the extent that such terms do not relate to the Subleased Premises or are inapplicable to, or specifically inconsistent with, the terms of this Sublease, it being understood and agreed that Sublandlord will not be acting as, or assuming any following portions of the responsibilities ofLease shall not so be incorporated herein: "Basic Lease Provisions", LandlordSection 1, Section 28, Section 34, Section 38, Section 39(a) and all references in the Lease to landlord-provided functions(f), services and/or allowancesXxxxxxx 00, or to landlord insurance requirementsXxxxxxx 00, including the preparation of Annual Estimates and Annual Statements of Operating Expenses pursuant to Section 5 (Operating Expense PaymentsXxxxxxx 00(x),(x),(x),(x)-(x), Section 11 (Utilities and Services; Emergency Generator; Service Interruptions)70, Section 13 Landlord’s Repairs76, Section 17(a) Landlord’s Insuranceand Exhibits A, Section 18 (Restoration) B, and Section 19 (Eminent Domain) shall continue to be references to Landlord and not to Sublandlord. Nothing in this Section 3 shall be diminished or impaired by reason of any repetition anywhere in this Sublease expressly referring to specific incorporation by reference in the Sublease of any provision of the Lease. (c) The following provisions of the Original Lease shall not be incorporated herein by reference and are expressly excluded from the terms C; provided further that for purposes of this SubleaseAgreement: Section 1 ( except for the second sentence thereof, which is incorporated by reference) Lease of Premises Section 2(a), 2(b), 2(c), 2(d), 2(e) Delivery; Acceptance of Premises; Commencement Date