Common use of Subordination to Lease Clause in Contracts

Subordination to Lease. Except to the extent contradictory with the terms of this Sublease, this Sublease shall be subject to and on all of the terms and conditions as are contained in the Lease and the provisions of the Lease are hereby incorporated into this Sublease as if Sublessor were the lessor thereunder and Sublessee the lessee thereunder. Where appropriate, references to “Landlord” in the Lease shall be deemed to mean “Sublessor” hereunder and references to “Tenant” in the Lease shall be deemed to mean “Sublessee” hereunder, it being understood and agreed that Sublessor will not be acting as, or assuming any of the responsibilities of, Landlord, and all references in the Lease to Landlord-provided services or Landlord insurance requirements, and any other references which by their nature relate to the owner or operator of the Building, rather than to a tenant of the Building subleasing space to a subtenant, shall continue to be references to Landlord and not to Sublessor. This Sublease is in all respects subject and subordinate to the provisions of the Lease and shall automatically terminate upon termination of the Lease for any reason whatsoever. Sublessee covenants and agrees that during the term of this Sublease and for such further time as Sublessee may occupy the Subleased Premises, Sublessee will perform and observe all of the obligations of Sublessor under the Lease (other than payment of Rent which shall be as set forth in this Sublease), to the extent relating to the Subleased Premises, arising and/or occurring from and after the Commencement Date hereof, as fully and as effectually as though Sublessee had been originally named therein as Tenant, and will indemnify and save Sublessor harmless from any loss, cost, liability, damage, or expense, including, without limitation, reasonable attorneys’ fees, that Sublessor may suffer or incur by reason of the failure of Sublessee so to do. Notwithstanding any contrary provision of the Lease or this Sublease, the following definitions in the Lease: Execution Date, Premises Rentable Area, Term Commencement Date, Rent Commencement Date, Expiration Date, Early Access Period, Yearly Fixed Rent and Monthly Payment, Extension Term Yearly Fixed Rent, Pro Rata Share, Security Deposit, Extension Term and Brokers; Sections 12.B, 22, 23, 25, 32(L), 33 and 35; and Exhibits A, A-1, B and D of the Lease are not incorporated as provisions of this Sublease. In addition, Section 24 of the Lease is incorporated by reference, except that Sublessee’s recourse as against Sublessor shall not be limited to Sublessor’s interest in the Property.

Subordination to Lease. Except Each Sublease (and the rights of Sublessee thereunder, including, without limitation, any options to the extent contradictory with the terms of this extend granted therein) and any other documents, instruments or understandings between Lessee and Sublessee relative to any Sublease, this Sublease any Subleased Premises and/or the operation thereof, shall be subject and subordinate to and on all of the terms and conditions as are contained in the Lease and the provisions of the Lease are hereby incorporated into this Sublease as if Sublessor were the lessor thereunder and Sublessee the lessee thereunder. Where appropriate, references to “Landlord” in the Lease shall be deemed to mean “Sublessor” hereunder and references to “Tenant” in the Lease shall be deemed to mean “Sublessee” hereunder, it being understood and agreed that Sublessor will not be acting as, or assuming any of the responsibilities of, Landlord, and all references in the Lease to Landlord-provided services or Landlord insurance requirements, and any other references which by their nature relate to the owner or operator of the Building, rather than to a tenant of the Building subleasing space to a subtenant, shall continue to be references to Landlord and not to Sublessor. This Sublease is in all respects subject and subordinate to the provisions of the Lease and shall automatically terminate upon termination of the Lease for any reason whatsoever. Sublessee covenants and agrees that during the term of this Sublease and for such further time as Sublessee may occupy the Subleased Premises, Sublessee will perform and observe all of the obligations of Sublessor under the Lease (other than payment of Rent which shall be as set forth in this Sublease), to the extent relating to the Subleased Premises, arising and/or occurring from and after the Commencement Date hereof, as fully and as effectually as though Sublessee had been originally named therein as Tenant, and will indemnify and save Sublessor harmless from any loss, cost, liability, damage, or expenseLease, including, without limitation, reasonable attorneys’ feesthose governing proposed improvements, that Sublessor may suffer or incur alterations, insurance, security interests in favor of Lessor granted by reason Lessee under the Lease (including, without limitation Section 16.9 thereof), casualty and Condemnation. Without limiting the foregoing, nothing contained herein shall (i) bind Lessor to any of the failure terms, conditions or covenants of any Sublease or (ii) be deemed Lessor's consent or agreement to any change or modification to the Lease. Each of Lessee and Sublessee so acknowledges that (A) it has reviewed the Lease, (B) certain provisions of the Subleases are or may be in conflict with provisions of the Lease and that in the event of any conflict, as between Lessor and the other parties hereto, the terms of the Lease shall control, and (C) neither Lessor's acknowledgement to doany Sublease nor this Agreement constitutes Lessor's acceptance of any modification of the Lease. Notwithstanding Nothing contained in this Agreement shall constitute an express or implied waiver by Lessor of any contrary provision rights or benefits that it is entitled to under the Lease. In addition, and without limiting the foregoing, each of Lessee and Sublessee further acknowledges and agrees that, except as provided in Section 2(c) below, Sublessee shall not have any right to occupy or otherwise use any Subleased Premises (or the Personal Property thereat) following the expiration of the Term of the Lease or this Sublease, the following definitions in the Lease: Execution Date, Premises Rentable Area, Term Commencement Date, Rent Commencement Date, Expiration Date, Early Access Period, Yearly Fixed Rent and Monthly Payment, Extension Term Yearly Fixed Rent, Pro Rata Share, Security Deposit, Extension Term and Brokers; Sections 12.B, 22, 23, 25, 32(L), 33 and 35; and Exhibits A, A-1, B and D any earlier termination of the Lease are not incorporated as provisions with respect to such Subleased Premises, including, without limitation, any termination by reason of this Sublease. In addition(w) an Event of Default, Section 24 of (x) any damage or destruction, (y) a Condemnation, or (z) the Lease is incorporated mutual termination thereof by reference, except that Sublessee’s recourse as against Sublessor shall not be limited to Sublessor’s interest in the PropertyLessee and Lessor.”

Subordination to Lease. Except Each Sublease (and the rights of Sublessee thereunder, including, without limitation, any options to the extent contradictory with the terms of this extend granted therein) and any other documents, instruments or understandings between Lessee and Sublessee relative to any Sublease, this Sublease any Subleased Premises and/or the operation thereof, shall be subject and subordinate to and on all of the terms and conditions as are contained in the Lease and the provisions of the Lease are hereby incorporated into this Sublease as if Sublessor were the lessor thereunder and Sublessee the lessee thereunder. Where appropriate, references to “Landlord” in the Lease shall be deemed to mean “Sublessor” hereunder and references to “Tenant” in the Lease shall be deemed to mean “Sublessee” hereunder, it being understood and agreed that Sublessor will not be acting as, or assuming any of the responsibilities of, Landlord, and all references in the Lease to Landlord-provided services or Landlord insurance requirements, and any other references which by their nature relate to the owner or operator of the Building, rather than to a tenant of the Building subleasing space to a subtenant, shall continue to be references to Landlord and not to Sublessor. This Sublease is in all respects subject and subordinate to the provisions of the Lease and shall automatically terminate upon termination of the Lease for any reason whatsoever. Sublessee covenants and agrees that during the term of this Sublease and for such further time as Sublessee may occupy the Subleased Premises, Sublessee will perform and observe all of the obligations of Sublessor under the Lease (other than payment of Rent which shall be as set forth in this Sublease), to the extent relating to the Subleased Premises, arising and/or occurring from and after the Commencement Date hereof, as fully and as effectually as though Sublessee had been originally named therein as Tenant, and will indemnify and save Sublessor harmless from any loss, cost, liability, damage, or expenseLease, including, without limitation, reasonable attorneys’ feesthose governing proposed improvements, that Sublessor may suffer or incur by reason alterations, insurance, casualty and Condemnation. Without limiting the foregoing, nothing contained herein shall (i) bind Lessor to any of the failure terms, conditions or covenants of any Sublease or (ii) be deemed Lessor's consent or agreement to any change or modification to the Lease. Each of Lessee and Sublessee so acknowledges that (A) it has reviewed the Lease, (B) certain provisions of the Subleases are or may be in conflict with provisions of the Lease and that in the event of any conflict, as between Lessor and the other parties hereto, the terms of the Lease shall control, and (C) neither Lessor's acknowledgement to doany Sublease nor this Agreement constitutes Lessor's acceptance of any modification of the Lease. Notwithstanding Nothing contained in this Agreement shall constitute an express or implied waiver by Lessor of any contrary provision rights or benefits that it is entitled to under the Lease. In addition, and without limiting the foregoing, each of Lessee and Sublessee further acknowledges and agrees that, except as provided in Section 2(c) below, Sublessee shall not have any right to occupy or otherwise use any Subleased Premises following the expiration of the Term of the Lease or this Sublease, the following definitions in the Lease: Execution Date, Premises Rentable Area, Term Commencement Date, Rent Commencement Date, Expiration Date, Early Access Period, Yearly Fixed Rent and Monthly Payment, Extension Term Yearly Fixed Rent, Pro Rata Share, Security Deposit, Extension Term and Brokers; Sections 12.B, 22, 23, 25, 32(L), 33 and 35; and Exhibits A, A-1, B and D any earlier termination of the Lease are not incorporated as provisions with respect to such Subleased Premises, including, without limitation, any termination by reason of this Sublease. In addition(w) an Event of Default, Section 24 of (x) any damage or destruction, (y) a Condemnation, or (z) the Lease is incorporated mutual termination thereof by reference, except that Sublessee’s recourse as against Sublessor shall not be limited to Sublessor’s interest in the PropertyLessee and Lessor.

Subordination to Lease. Except (a) This Sublease is subject and subordinate to the extent contradictory with Master Lease. Sublessee shall not cause a default under the terms Master Lease or permit its employees, agents, contractors or invitees to cause a default under the Master Lease. If the Master Lease terminates before the expiration of the term of this Sublease, this Sublease Sublessor shall not be subject liable to and on Sublessee for any damages arising out of such termination. (b) Except as set forth below, all of the terms terms, covenants and conditions as are contained in the Lease and the provisions of the Master Lease are hereby incorporated into as a part of this Sublease as if Sublessor were the lessor thereunder and Sublessee the lessee thereunder. Where appropriateSublease, references to “Landlord” in the Lease shall be deemed to mean “Sublessor” hereunder and references to “Tenant” in the Lease shall be deemed to mean “Sublessee” hereunderprovided, it being understood and agreed that Sublessor will not be acting ashowever, or assuming any of the responsibilities of, Landlord, and all references in the Lease to "Landlord-provided services or Landlord insurance requirements", "Tenant", "Lease", "Premises", "Lease Commencement Date", "Lease Expiration Date" and "Term" are hereby revised to read: "Sublessor", "Sublessee", "Sublease", "Subleased Premises", "Sublease Commencement Date", "Sublease Expiration Date" and "Sublease Term"; further provided, however, that while it is not practical in this Sublease to allocate between Sublessor and Sublessee, the specific obligations of Sublessor, as tenant, and any other references Master Landlord, as landlord, under the provisions of the Master Lease, Sublessor and Sublessee hereby agree: (i) Sublessor shall have no obligation or responsibility to observe or perform those covenants or undertakings of the Master Landlord which by their nature relate to are the obligations of the owner or operator of the Building, rather than including, without limitation any obligation to a tenant provide services, make repairs or maintain insurance, and Sublessee shall seek such observance and performance and obtain such services solely from the Master Landlord; (ii) Sublessee shall direct its performance of all responsibilities and obligations of the Building subleasing space to a subtenant, shall continue to be references to Landlord and not to Sublessor. This Sublease is in tenant under the Master Lease under all respects subject and subordinate to of the provisions of the Master Lease incorporated herein, both to Sublessor and the Master Landlord; (iii) nothing herein shall automatically terminate upon termination create or be deemed to create any privity of contract or privity of estate between Master Landlord and Sublessee; notwithstanding the provisions of the Master Lease for incorporated herein, Master Landlord shall not have or be deemed to have any reason whatsoever. responsibilities or obligations to Sublessee; (iv) to the extent Sublessor shall have the right to terminate the Master Lease under any provisions of the Master Lease, Sublessor shall have the right to do so without the consent or approval of Sublessee, provided (A) Sublessor shall notify Sublessee covenants of such election in writing within thirty (30) days of exercising such termination right; and agrees that during the term (B) allow Sublessee thirty (30) days from its receipt of this Sublease and for such further time as Sublessee may occupy notice to vacate the Subleased Premises; (v) to the extent incorporated into this Sublease, Sublessee will shall perform each and observe all every of the obligations of Sublessor the Sublessor, as the tenant under the Lease Master Lease; (vi) notwithstanding any other than payment of Rent which shall be as set forth in this Sublease), to the extent relating to the Subleased Premises, arising and/or occurring from and after the Commencement Date hereof, as fully and as effectually as though Sublessee had been originally named therein as Tenant, and will indemnify and save Sublessor harmless from any loss, cost, liability, damage, or expense, including, without limitation, reasonable attorneys’ fees, that Sublessor may suffer or incur by reason of the failure of Sublessee so to do. Notwithstanding any contrary provision of the Lease or this Sublease, Sublessor, as sublessor under this Sublease, shall have the following definitions in benefit of all rights, remedies and limitations of liability enjoyed by Master Landlord, as the landlord under the Master Lease: Execution Date, Premises Rentable Areabut, Term Commencement Date, Rent Commencement Date, Expiration Date, Early Access Period, Yearly Fixed Rent and Monthly Payment, Extension Term Yearly Fixed Rent, Pro Rata Share, Security Deposit, Extension Term and Brokers; Sections 12.B, 22, 23, 25, 32(L), 33 and 35; and Exhibits A, A-1, B and D notwithstanding the incorporation of certain of the Lease are not incorporated as provisions of this Sublease. In additionterms, Section 24 covenants and conditions of the Master Lease is incorporated by referenceas provided above, except that Sublessee’s recourse as against (A) Sublessor shall not be limited bound by any representations or warranties of the Master Landlord under the Master Lease; (B) in any instance where the consent of Master Landlord is required under the terms of the Master Lease, the consent of Sublessor and Master Landlord shall be required; and (C) Sublessor shall not be liable to Sublessor’s interest Sublessee for any failure or delay in Master Landlord's performance of its obligations, as landlord under the PropertyMaster Lease, and no such failure or delay in performance by Master Landlord shall excuse or be deemed a waiver of any of the obligations of Sublessee hereunder, provided that upon request of Sublessee, Sublessor shall, at Sublessee's expense, use reasonable efforts to cooperate with Sublessee in its efforts to cause Master Landlord to perform its obligations under the Master Lease, provided that in no event shall Sublessor be obligated to institute legal proceedings.

Subordination to Lease. Except (a) This Sublease is subject and subordinate to the extent contradictory with terms and conditions of the terms Lease and Sublessor does not purport to convey, and Sublessee does not hereby take, any greater rights in the Subleased Premises than those accorded to or taken by Sublessor as tenant under the Lease. Sublessee shall not cause a default under the Lease or permit Sublessee’s Invitees to cause a default under the Lease. If the Lease terminates before the end of the Sublease Term, Sublessor shall not be liable to Sublessee for any damages arising out of such termination. Pursuant to Section 8.1 (c) of the Lease, Sublessee hereby acknowledges that Lessor has no obligations to Sublessee under the Lease, the Sublease or otherwise. (b) Except as otherwise specified in this Sublease, this Sublease shall be subject to and on all of the terms and conditions of the Lease are incorporated as are contained a part of this Sublease, but all references in the Lease to “Tenant”, “Premises”, “Leasable Square Footage of the Premises”, “Tenant’s Work”, “Lease Term”, “Commencement Date”, “Common Areas”, Permitted Use”, “Tenant’s Parking Allocation”, Base Rent”, “Additional Rent” and “Brokers” shall be deemed to refer, respectively, to Sublessee, Subleased Premises, Leasable Square Footage of the Subleased Premises, Sublessee’s Work, Sublease Term, Commencement Date, Common Areas, Permitted Use, Sublessee’s Parking Allocation, Base Rent, Additional Rent and Brokers, as defined in this Sublease. Capitalized terms used but not defined in this Sublease shall have the meaning ascribed to such terms in the Lease. In the event of a conflict or ambiguity between the provisions of the Lease and the provisions of this Sublease, as between Sublessor and Sublessee the Lease are hereby provisions of this Sublease shall govern and control. To the extent incorporated into this Sublease as if Sublessor were the lessor thereunder and Sublessee the lessee thereunder. Where appropriate, references to “Landlord” in the Lease shall be deemed to mean “Sublessor” hereunder and references to “Tenant” in the Lease shall be deemed to mean “Sublessee” hereunder, it being understood and agreed that Sublessor will not be acting as, or assuming any of the responsibilities of, Landlord, and all references in the Lease to Landlord-provided services or Landlord insurance requirements, and any other references which by their nature relate to the owner or operator of the Building, rather than to a tenant of the Building subleasing space to a subtenant, shall continue to be references to Landlord and not to Sublessor. This Sublease is in all respects subject and subordinate to the provisions of the Lease and shall automatically terminate upon termination of the Lease for any reason whatsoever. Sublessee covenants and agrees that during the term of this Sublease and for such further time as Sublessee may occupy the Subleased PremisesSublease, Sublessee will shall perform and observe all of the obligations of Sublessor the Sublessor, as tenant under the Lease (Lease. Notwithstanding any other than payment provision of Rent which shall be as set forth in this Sublease), to the extent relating to the Subleased Premises, arising and/or occurring from and after the Commencement Date hereofSublessor, as fully sublandlord under this Sublease, shall have the benefit of all rights, remedies, benefits and limitations of liability enjoyed by Lessor, as effectually the landlord under the Lease, but (i) Sublessor shall have no obligations under this Sublease to perform the obligations of Lessor, as though Sublessee had been originally named therein as Tenant, and will indemnify and save Sublessor harmless from any loss, cost, liability, damage, or expenselandlord under the Lease, including, without limitation, reasonable attorneys’ feesany obligation to provide services, that Sublessor may suffer perform maintenance or incur by reason of repairs, or maintain insurance, and Sublessee shall seek such performance and obtain such services solely from the failure of Sublessee so to do. Notwithstanding any contrary provision of the Lease or this Sublease, the following definitions in the Lease: Execution Date, Premises Rentable Area, Term Commencement Date, Rent Commencement Date, Expiration Date, Early Access Period, Yearly Fixed Rent and Monthly Payment, Extension Term Yearly Fixed Rent, Pro Rata Share, Security Deposit, Extension Term and BrokersLessor; Sections 12.B, 22, 23, 25, 32(L), 33 and 35; and Exhibits A, A-1, B and D of the Lease are not incorporated as provisions of this Sublease. In addition, Section 24 of the Lease is incorporated by reference, except that Sublessee’s recourse as against (ii) Sublessor shall not be limited bound by any representations or warranties of the Lessor under the Lease; (iii) in any instance where the consent of Lessor is required under the terms of the Lease, the consent of Sublessor and Lessor shall be required; and (iv) Sublessor shall not be liable to Sublessee for any failure or delay in Lessor’s performance of its obligations, as landlord under the Lease, nor shall Sublessee be entitled to terminate this Sublease or xxxxx the Base Rent or Additional Rent due hereunder. Upon request of Sublessee, Sublessor shall, at Sublessee’s expense, use commercially reasonable efforts to cooperate with Sublessee in its efforts to cause Lessor to perform its obligations under the Lease, provided, however, if the nature of the breached obligation for which enforcement is sought impacts Sublessor’s interest in ability to operate its business operations at the PropertyPremises and Sublessor agrees with Sublessee’s assertion that Lessor has failed to perform its obligations under the Lease, then the cost of the efforts to cause Lessor to perform its obligations under the Lease shall be equitably allocated between Sublessor and Sublessee.

Subordination to Lease. Except (a) This Sublease is subject and subordinate to the extent contradictory terms and conditions of the Lease and Sublandlord does not purport to convey, and Subtenant does not hereby take, any greater rights in the Sublease Premises than those accorded to or taken by Sublandlord as tenant under the Lease, and Subtenant shall take subject to all rights of Landlord under the Lease. Additionally, the terms of Section 16.7 of the Lease are incorporated herein by reference, and Sublandlord and Subtenant agree to comply with the terms and conditions thereof notwithstanding anything in this Sublease to the contrary. Subtenant shall not cause a default under the Lease or permit its employees, agents, contractors or invitees to cause a default under the Lease. If the Lease terminates before the end of the Sublease Term due to the direct actions of the Sublandlord, Sublandlord shall be liable to Subtenant for only out-of-pocket direct moving expenses associated with moving Subtenant to new space within the State of New Jersey; provided however, that, notwithstanding the foregoing, Sublandlord shall remain liable to Subtenant for out-of-pocket direct damages arising out of any willful termination of the Lease by Sublandlord or any termination of the Lease resulting from an Event of Default by Sublandlord (unless such Event of Default is directly caused by, or is indirectly caused by a material act or omission of, Subtenant) and in no event shall Sublandlord be liable for consequential damages. (b) Except as otherwise specified in this Sublease, this Sublease shall be subject to and on all of the terms and conditions of the Lease are incorporated as are contained a part of this Sublease, but all references in the Lease to “Landlord”, “Tenant”, “Premises”, “Term”, “Minimum Rent”, “Adjusted Minimum Rent”, “Commencement Date”, and “Expiration Date” shall be deemed to refer, respectively, to Sublandlord, Subtenant, Subleased Premises, Sublease Term, Base Rent, Base Rent, Commencement Date, and Expiration Date, as defined in this Sublease. Capitalized terms used but not defined in this Sublease shall have the meaning ascribed to such terms in the Lease. In the event of a conflict or ambiguity between the provisions of the Lease and the provisions of this Sublease, the Lease are hereby provisions of this Sublease shall govern and control. To the extent incorporated into this Sublease as if Sublessor were the lessor thereunder and Sublessee the lessee thereunder. Where appropriateSublease, references to “Landlord” in the Lease Subtenant shall be deemed to mean “Sublessor” hereunder and references to “Tenant” in the Lease shall be deemed to mean “Sublessee” hereunder, it being understood and agreed that Sublessor will not be acting as, or assuming any of the responsibilities of, Landlord, and all references in the Lease to Landlord-provided services or Landlord insurance requirements, and any other references which by their nature relate to the owner or operator of the Building, rather than to a tenant of the Building subleasing space to a subtenant, shall continue to be references to Landlord and not to Sublessor. This Sublease is in all respects subject and subordinate to the provisions of the Lease and shall automatically terminate upon termination of the Lease for any reason whatsoever. Sublessee covenants and agrees that during the term of this Sublease and for such further time as Sublessee may occupy the Subleased Premises, Sublessee will perform and observe all of the obligations of Sublessor the Sublandlord, as tenant under the Lease (Lease. Notwithstanding any other than payment provision of Rent which shall be as set forth in this Sublease), to the extent relating to the Subleased Premises, arising and/or occurring from and after the Commencement Date hereofSublandlord, as fully sublandlord under this Sublease, shall have the benefit of all rights, remedies and limitations of liability enjoyed by Landlord, as effectually the landlord under the Lease, but (i) Sublandlord shall have no obligations under this Sublease to perform the obligations of Landlord, as though Sublessee had been originally named therein as Tenant, and will indemnify and save Sublessor harmless from any loss, cost, liability, damage, or expenselandlord under the Lease, including, without limitation, reasonable attorneys’ feesany obligation to provide services, that Sublessor may suffer perform maintenance or incur repairs, or maintain insurance, and Subtenant shall seek such performance and obtain such services solely from the Landlord; (ii) Sublandlord shall not be bound by reason any representations or warranties of the failure Landlord under the Lease; (iii) in any instance where the consent of Sublessee so to do. Notwithstanding any contrary provision Landlord is required under the terms of the Lease or this SubleaseLease, the following definitions consent of Sublandlord and Landlord shall be required; (iv) Sublandlord shall not be liable to Subtenant for any failure or delay in Landlord’s performance of its obligations, as landlord under the Lease: Execution Date, Premises Rentable Area, Term Commencement Date, Rent Commencement Date, Expiration Date, Early Access Period, Yearly Fixed Rent and Monthly Payment, Extension Term Yearly Fixed Rent, Pro Rata Share, Security Deposit, Extension Term and Brokers; Sections 12.B, 22, 23, 25, 32(L), 33 and 35; and Exhibits A, A-1, B and D of the Lease are not incorporated as provisions of (v) Subtenant’s liability under this Sublease. In addition, Section 24 of the Lease is incorporated by reference, except that Sublessee’s recourse as against Sublessor Sublease shall not be limited to Sublessor’s its interest in the PropertyBuilding of the Premises, and (vi) Subtenant shall not be entitled to terminate this Sublease or xxxxx the Base Rent or Additional Rent due hereunder. Upon request of Subtenant, Sublandlord shall, at Subtenant’s expense, (x) on behalf of Subtenant, exercise all commercially reasonable rights and remedies available to Sublandlord under the Lease; and (y) use reasonable efforts to cooperate with Subtenant, at Subtenant’s expense, in its efforts to cause Landlord to perform its obligations under the Lease.

Subordination to Lease. Except (a) This Sublease is subject and subordinate to the extent contradictory with terms and conditions of the terms Lease. Sublessee shall not cause a default under the Lease or permit its employees, agents, contractors or invitees to cause a default under the Lease. If the Lease terminates before the end of the Term, Sublessor shall not be liable to Sublessee for any damages arising out of such termination. a. Except as otherwise specified in this Sublease, this Sublease shall be subject to and on all of the terms and conditions as are contained in the Lease and the provisions of the Lease are hereby incorporated into as a part of this Sublease as if Sublessor were the lessor thereunder and Sublessee the lessee thereunder. Where appropriateSublease, references to “Landlord” in the Lease shall be deemed to mean “Sublessor” hereunder and references to “Tenant” in the Lease shall be deemed to mean “Sublessee” hereunder, it being understood and agreed that Sublessor will not be acting as, or assuming any of the responsibilities of, Landlord, and but all references in the Lease to Landlord-provided services or Landlord insurance requirements“Tenant”, “Premises”, “Term”, “Basic Rent”, and any other references which by their nature relate “Term of Lease” shall be deemed to the owner or operator of the Buildingrefer, rather than respectively, to a tenant of the Building subleasing space to a subtenantSublessee, shall continue to be references to Landlord and not to Sublessor. This Sublease is in all respects subject and subordinate to the provisions of the Lease and shall automatically terminate upon termination of the Lease for any reason whatsoever. Sublessee covenants and agrees that during the term of this Sublease and for such further time as Sublessee may occupy the Subleased Demised Premises, Term, Base Rent, and Commencement Date, as defined in this Sublease. To the extent incorporated into this Sublease, Sublessee will shall perform and observe all of the obligations of Sublessor the Sublessor, as tenant under the Lease Lease. Notwithstanding any other provision of this Sublease, Sublessor, as sublandlord under this Sublease, shall have the benefit of all rights, remedies and limitations of liability enjoyed by Lessor, as the landlord under the Lease, but (other than payment i) Sublessor shall have no obligations under this Sublease to perform the obligations of Rent which Lessor, as landlord under the Lease, including without limitation any obligation to provide services or maintain insurance, and Sublessee shall seek such performance and obtain such services solely from the Lessor; (ii) Sublessor shall not be bound by any representations or warranties of the Lessor under the Lease; (iii) in any instance where the consent of Lessor is required under the terms of the Lease, the consent of Sublessor and Lessor shall be as set forth required; and (iv) Sublessor shall not be liable to Sublessee for any failure or delay in this Sublease), to the extent relating to the Subleased Premises, arising and/or occurring from and after the Commencement Date hereofLessor’s performance of its obligations, as fully and as effectually as though Sublessee had been originally named therein as Tenant, and will indemnify and save Sublessor harmless from any loss, cost, liability, damage, or expense, including, without limitation, reasonable attorneys’ fees, that Sublessor may suffer or incur by reason of landlord under the failure of Sublessee so to do. Lease. b. Notwithstanding any contrary provision of the Lease or this Sublease, the following definitions (i) in any instances where Lessor, as landlord under the Lease: Execution Date, Premises Rentable Areahas a certain period of time in which to notify Sublessor, Term Commencement Dateas tenant under the Lease, Rent Commencement Datewhether Lessor will or will not take some action, Expiration DateSublessor, Early Access Period, Yearly Fixed Rent and Monthly Payment, Extension Term Yearly Fixed Rent, Pro Rata Share, Security Deposit, Extension Term and Brokers; Sections 12.B, 22, 23, 25, 32(L), 33 and 35; and Exhibits A, A-1, B and D of the Lease are not incorporated as provisions of landlord under this Sublease. In addition, Section 24 shall have an additional ten-day period after receiving such notice in which to notify Sublessee, (ii) in any instance where Sublessor, as tenant under the Lease, has a certain period of time in which to notify Lessor, as landlord under the Lease, whether Sublessor will or will not take some action, Sublessee, as tenant under this Sublease, must notify Sublessor, as landlord under this Sublease, at least five business days before the end of such period, but in no event shall Sublessee have a period of less than five days in which so to notify Sublessor unless the period under the Lease is incorporated by referencefive days or less, except that Sublessee’s recourse as against in which case the period under this Sublease shall be one day less than the period provided to Sublessor shall not be limited under the Lease, and (iii) in any instance where a specific grace period is granted to Sublessor’s interest , as tenant under the Lease, before Sublessor is considered in default under the PropertyLease, Sublessee, as tenant under this Sublease, shall be deemed to have a grace period which is ten days less than Sublessor before Sublessee is considered in default under this Sublease, but in no event shall any grace period be reduced to less than five days unless the period under the Lease is five days or less, in which case the period under this Sublease shall be one day less than the period provided to Sublessor under the Lease.