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

Subordination to and Incorporation of the Lease. 1Subtenant hereby acknowledges that it has read and is familiar with the provisions of the Lease and agrees that this Sublease is in all respects subject and subordinate to the terms and conditions of the Lease and to all matters to which the Lease is subject and subordinate. In addition, this Sublease shall also be subject to and Subtenant accepts this Sublease also subject to any amendments, modifications or supplements to the Lease hereafter made, provided that Sublandlord shall not enter into any amendment, modification or supplement that would prevent or materially adversely affect the use by Subtenant of the Premises in accordance with the terms hereof, increase the obligations of Subtenant or decrease its rights hereunder, shorten the Term or increase the Rental required to be paid by Subtenant hereunder. Except to the extent caused by the negligence of Sublandlord, Subtenant shall protect, defend, indemnify and hold harmless Sublandlord 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 incurred by Sublandlord by reason of Subtenant's failure to keep, observe or perform any of the terms, provisions, covenants, conditions and obligations on Sublandlord's part to be kept, observed or performed under the Lease to the extent same shall have been incorporated herein or otherwise arising out of or with respect to Subtenant's use and occupancy of the Premises from and after the Commencement Date. The provisions of this Section 7.1 shall survive the expiration or earlier termination of the Lease and/or this Sublease. This Section 7.1 shall be self-operative and no further instrument of subordination shall be required. To confirm such subordination, Subtenant shall execute promptly any certificate reasonably acceptable to Subtenant that Sublandlord may reasonably request.

Subordination to and Incorporation of the Lease. 1Subtenant hereby acknowledges that it has read and is familiar with the provisions of the Lease and agrees that this 5.1 This Sublease is in all respects subject and subordinate to the terms and conditions of the Prime Lease (true and complete copies of which have been furnished by Sublandlord to Subtenant), and to all matters to which the Prime Lease is are subject and subordinate. In addition, this Sublease shall also be subject to and Subtenant accepts this Sublease also subject to any amendments, modifications or supplements to the Lease hereafter made, provided that Sublandlord shall not enter into any amendment, modification or supplement that would prevent or materially adversely affect the use by Subtenant of the Premises in accordance with the terms hereof, increase the obligations of Subtenant or decrease its rights hereunder, shorten the Term or increase the Rental required to be paid by Subtenant hereunder. Except to the extent caused by the negligence of Sublandlord, Subtenant shall protectindemnify Sublandlord for, defend, indemnify and shall hold it harmless Sublandlord 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 incurred by Sublandlord by reason of Subtenant's failure to keep, observe or perform any of the terms, provisions, covenants, conditions and obligations on Sublandlord's part to be kept, observed or performed under the Prime Lease with respect to the Demised Premises to the extent same shall have been incorporated herein herein, or otherwise arising out of or with respect to Subtenant's use and occupancy of the Demised Premises from and after the Commencement Date. The Sublandlord shall promptly provide Subtenant with a copy of any notice it receives from Prime Landlord with respect to any alleged breach and the same opportunity permitted by the Prime Lease to cure such breach provided that the time to cure shall in no event extend beyond the date that Sublandlord must effectuate any cure. Sublandlord shall indemnify Subtenant for, and 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 incurred by Subtenant by reason of Sublandlord's failure to keep, observe or perform any of the terms, provisions, covenants, conditions and obligations on Sublandlord's part to be kept, observed or performed under the Prime Lease. 5.2 Except as otherwise expressly provided 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 contained in the Prime Lease including but not limited to Sections 2.2 (first sentence only), 2.7 (as amended by the Seventh and Eighth Lease Amendments), 2.8, 2.9, 3.3, 3.4 (first paragraph), 3.6, 4.1.1, 4.1.2, 4.1.3, 4.1.5, 4.1.6, 4.1.7, 4.2, Article 5, Article 6, Article 7, Article 8, Article 9 and Section 1 of the Ninth Lease Amendment and Sections 6(e) and 6(f) of the Tenth Lease Amendment are incorporated in this Sublease by reference, and are made a part hereof as if herein set forth at length, Sublandlord being substituted for the "Landlord" under the Prime Lease, Subtenant being substituted for the "Tenant" under the Prime Lease, and Demised Premises being substituted for "Premises" under the Prime Sublease except that the following provisions of this Section 7.1 shall survive the expiration or earlier termination of the Lease and/or this Sublease. This Section 7.1 shall be self-operative deemed deleted therefrom and shall have no further instrument of subordination shall be requiredforce and effect as between Sublandlord and Subtenant: Article 1, Sections 2.1, 2.2 (except for the first grammatical paragraph), 2.4, 2.5, 2.6, 2.10, 3.1, 3.2, 3.4 (second paragraph), 3.6, 4.1.4. To confirm such subordination5.6, 5.7 (except that with respect to Sections 5.6 & 5.7 Subtenant shall execute promptly any certificate reasonably acceptable have all of the obligations to Subtenant that Sublandlord may reasonably requestthe Prime Landlord set forth therein) and Sections 3, 4 and 5 of the Tenth Amendment.

Subordination to and Incorporation of the Lease. 1Subtenant 6.1 Subtenant hereby acknowledges that it has read and is familiar with the provisions of the Lease and agrees that this Sublease is in all respects subject and subordinate to the terms and conditions of the Lease and to all matters to which the Lease is subject and subordinate. In addition, this Sublease shall also be subject to and Subtenant accepts subtenant accepts, and this Sublease also subject to to, any amendments, modifications or supplements to the Lease hereafter made, provided that Sublandlord sublandlord shall not enter into any amendment, modification or supplement that would prevent or materially adversely affect the use by Subtenant of the Premises in accordance with the terms hereof, increase the obligations of the Subtenant or decrease its rights hereunder, shorten the Term hereof (excluding any early termination rights of Sublandlord as provided in the Lease), or increase the Rental required to be paid by Subtenant subtenant hereunder. Except to the extent caused by the negligence of Sublandlord, Subtenant shall protect, defend, indemnify and hold harmless Sublandlord from for 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 incurred by Sublandlord by reason of Subtenant's failure to keep, observe or perform any of the terms, provisions, covenants, conditions and obligations on Sublandlord's part to be kept, observed or and/or performed under the Lease to the extent same shall have been incorporated herein or herein, and/or otherwise arising out of or with respect to Subtenant's use and occupancy of the Premises from and after the Commencement DateDate and which are not due solely to the gross negligence or intentional misconduct of Sublandlord. The provisions of this Section 7.1 Subparagraph 6.1 shall survive the expiration or earlier termination of the Lease and/or this Sublease. 6.2 Sublandlord represents that (a) a true and complete copy of the Lease is attached hereto as Exhibit "A", (b) the Lease is in full force and effect, (c) to Sublandlord's actual knowledge, Sublandlord is not in default in the payment of rent or additional rent under the Lease or any other provision of the Lease and (d) Sublandlord has not received any notice of default under the Lease, except for any defaults which Sublandlord has cured and the Landlord is no longer claiming to exist. This Sublandlord shall not voluntarily terminate the Lease except pursuant to a right of termination arising out of casualty or condemnation or as otherwise expressly set forth in the Lease (including, without limitation, the right of Sublandlord to terminate the Lease pursuant to Section 7.1 4.4 of the Lease, which right Sublandlord expressly reserves). 6.3 Except as otherwise expressly provided 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 contained in the Lease are incorporated in this Sublease by reference, and are made a part hereof as if herein set forth at length, Sublandlord being substituted for the "Landlord" under the Lease, Subtenant being substituted for the "Tenant" under the Lease, and Premises being substituted for "Demised Premises" under the Lease, except that the following provisions of the Lease are hereby modified, or deemed deleted therefrom or which deleted provision(s) shall have no force and effect as between Sublandlord and Subtenant: (a) Notwithstanding anything to the contrary set forth in Lease, the term of this Sublease and Base Rent payable under this Sublease and the amount of the Security required of Subtenant shall be self-operative as set forth in Pargraphs 2, 3 and no further instrument 17 of subordination this Sublease. (b) All amounts payable hereunder by Subtenant shall be required. To confirm such subordinationpayable directly to Sublandlord. (c) The provisions of Sections 5, 7, 14, 15, 17, 18, 32 and 34.22 of the Lease, and those provisions of Section 34.18 of the Lease which refer to the use of any reserved covered parking spaces (Subtenant having no right to use the same), shall execute promptly any certificate reasonably acceptable not apply to Subtenant that Sublandlord may reasonably requestthis Sublease.

Subordination to and Incorporation of the Lease. 1Subtenant 6.1 Subtenant hereby acknowledges that it has read and is familiar with the provisions of the Lease (as redacted in the copy attached hereto as Exhibit A) and agrees that this Sublease is in all respects subject and subordinate to the terms and conditions of the Lease and to all matters to which the Lease is subject and subordinate. This Section 6.1 shall be self-operative and no further instrument of subordination shall be required. To confirm such subordination, Subtenant shall execute promptly any certificate that Sublandlord may reasonably request. In addition, this Sublease shall also be subject to and Subtenant accepts this Sublease also subject to any amendments, modifications or supplements to the Lease hereafter made, provided that Sublandlord shall not enter into any amendment, modification or supplement that would prevent or materially adversely affect the use and occupancy by Subtenant of the Premises in accordance with the terms hereof, or result in the early termination of this Sublease, or increase the obligations of Subtenant or decrease its Subtenant’s rights hereunder. Notwithstanding the foregoing, shorten Sublandlord may enter into an amendment, modification, or supplement to the Term Lease that does not materially adversely affect Subtenant’s use and occupancy of the Premises or rights under this Lease, or increase the Rental required obligations of Subtenant to a de minimis degree, if the same shall have been consented to by Subtenant, which consent shall not be paid by Subtenant hereunder. Except to the extent caused by the negligence of Sublandlordunreasonably withheld, delayed or conditioned. 6.2 Subtenant shall protect, defend, indemnify and hold harmless Sublandlord 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 incurred by Sublandlord by reason of Subtenant's ’s failure to keep, observe or perform any of the terms, provisions, covenants, conditions and obligations on Sublandlord's ’s part to be kept, observed or performed under the Lease this Sublease to the extent same shall have been incorporated herein or otherwise arising out be the obligations of or Subtenant under the terms of this Sublease with respect to Subtenant's use the Premises and occupancy have been expressly incorporated herein, provided however that no monies shall be payable by Subtenant under this paragraph except as determined by a final order of a court of competent jurisdiction. 6.3 Except as otherwise expressly provided in, or otherwise inconsistent with or modified by, this Sublease, or to the extent applicable to portions of the Building (other than the Premises), the terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements contained in the Lease are incorporated in this Sublease by reference, and are made a part hereof as if herein set forth at length, Sublandlord being substituted for the “Landlord” under the Lease, Subtenant being substituted for the “Tenant” under the Lease, “Base Rent” being substituted for “Fixed Annual Rent” under the Lease, and the Premises from and after the Commencement Date. The provisions as defined in Recital A of this Section 7.1 shall survive Sublease being substituted for “Premises” under the expiration or earlier termination Lease, except that the following Articles, Sections and Exhibits of the Lease (or portions thereof described below) are not incorporated into this Sublease and shall have no force and effect: as between Sublandlord and Subtenant: Sections 1.02(n), 1.03, 1.04, 1.07, 2.02, 2.03, 2.04, 3.01, 3.02, 4.01(b), 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.09(a), 4.10, 4.13, 4.14, 4.15, 5.04, 7.02, 8.03, 13.01, 13.02, 13.03, 13.04, 13.05, 13.06, 13.12, 17.01, 20.02(ii), 22.01, 22.02, 22.03, 22.04, 22.05, 22.06, 22.07, 25.03, 30.04, 30.06, 30.08(a) through 30.08(d), 30.11, 30.16, 30.17, 31.01, 31.02, 32.01 (except to the extent modified by Section 17 hereof), 32.08, 34.01, 34.02, 40.01, 44.02, 44.06, 44.07; Articles 42, 45, 48, 49, 51, 52, 53, Exhibit B, Exhibits C-1 and C-2, the two (2) amendments to the Lease dated March 1, 2006 and August 6, 2007, Section 2.01 except the reference to the February 28, 2017 termination date, the second sentence of Section 19.03, the last sentence of Section 21.01, the seventh and eighth sentences of Section 30.03, the last three sentences in Section 35.03, and the words “Except as otherwise provided in this Article 4” in the first sentence of Section 4.01(a). All amounts payable hereunder by Subtenant shall be payable directly to Sublandlord. 6.4 Except as otherwise provided herein, all rights and remedies available to Landlord against the Tenant (as defined in the Lease) under the Lease and/or by law shall be available to Sublandlord as against Subtenant under this Sublease. This Section 7.1 Except as otherwise provided herein, all rights and remedies available to Tenant against the Landlord under the Lease and/or by law and equity shall be self-operative available to Subtenant as against Sublandlord under this Sublease. 6.5 As between Sublandlord and no further instrument Subtenant, any inconsistencies between the express terms of subordination this Sublease and the express terms of the Lease shall be required. To confirm such subordination, Subtenant shall execute promptly any certificate reasonably acceptable to Subtenant that Sublandlord may reasonably requestresolved in favor of this Sublease.