Common use of Subtenant’s Obligations Clause in Contracts

Subtenant’s Obligations. This Sublease is expressly subject and subordinate to all of the terms and conditions of the Prime Lease, and to all amendments, renewals and extensions thereof, and all of the terms, provisions and covenants as contained in the Prime Lease are incorporated herein by reference, except as herein expressly set forth; provided, however, that: (i) each reference in such incorporated provisions of the Prime Lease to “Lease” and to “Premises” shall be deemed a reference to this Sublease and to the Subleased Premises, respectively; (ii) except to the extent provided in this Sublease (including the limitation contained in clause (iii) of this Section 7(a)), each reference to “Landlord” shall be deemed a reference to both Landlord and to Sublandlord; (iii) Sublandlord shall have no liability to Subtenant with respect to any representations or warranties made by the Landlord under the Prime Lease, or any indemnification obligations of the Landlord under the Prime Lease, or any obligations or liabilities of the Landlord under the Prime Lease with respect to compliance with laws, condition of the Subleased Premises, access to Common Areas, changes in location of any elements of the Project, operation of the Project or any portion thereof, including Operating Expenses, or any Hazardous Materials; (iv) with respect to any approval or consent required to be obtained from Landlord under the Prime Lease, such consent must be obtained from both Landlord and Sublandlord, and the approval or consent of Sublandlord may be withheld if Landlord’s approval or consent is not obtained; (v) in any case where “Tenant” is required to indemnify, defend, release, exculpate or waive claims against “Landlord,” such indemnity, defense, release, exculpation and waiver shall be deemed to run in favor of both Landlord and Sublandlord and shall survive the expiration or earlier termination of this Sublease; provided, however, as to Sublandlord, the indemnification, defense, release and waiver by Subtenant shall apply except to the extent of the gross negligence and/or willful misconduct of Sublandlord and the employees, agents and contractors of Sublandlord, notwithstanding any negligence of any of the foregoing; and (vi) where “Tenant” is required to execute and deliver certain documents or notices to “Landlord,” such obligation stall be deemed to run to both Landlord and Sublandlord. Subtenant hereby covenants and agrees to observe all of the terms, conditions, and covenants imposed upon the Tenant under the Prime Lease and to perform all of the duties and obligations imposed upon the Tenant thereunder to the extent applicable to the term of Subtenant’s use and/or occupancy of the Subleased Premises, the Building and the Project. To the extent any provision of this Sublease is inconsistent with any provisions of the Prime Lease, this Sublease shall govern except that if the standard for performance is more stringent under the Prime Lease, in which event the more stringent provision shall prevail and Subtenant shall be obligated to comply therewith. Subtenant acknowledges that any default by it under this Sublease may constitute a default by Sublandlord as Tenant under the Prime Lease, and that Subtenant’s liability to Sublandlord shall include, but not be limited to, any damages or liabilities incurred by Sublandlord to Landlord under the Prime Lease.

Subtenant’s Obligations. This Sublease is expressly subject 3.1 Subtenant shall use and subordinate to all of operate the terms Subtenant’s Premises in accordance with Tenant’s covenants and conditions of the Prime Lease, a copy of which has been provided by Tenant. Without limiting any other provision of this Sublease or the Lease, Subtenant shall take good care of the Subtenant’s Premises, suffer no waste or injury thereto and shall comply with all laws, orders and regulations which are imposed on Tenant, as tenant under the Lease, and are applicable to all amendmentsthe Subtenant’s Premises and/or Subtenant’s use thereof. The terms, renewals provisions, covenants, stipulations, conditions, rights, obligations, remedies and extensions thereof, and all agreements of the terms, provisions and covenants as contained in the Prime Lease are incorporated into this Sublease by reference and made a part hereof as if herein by referenceset forth at length, and shall, as between Tenant and Subtenant (as if they were the landlord and tenant, respectively, under the Lease and as if the premises actually being sublet hereby were the Premises demised under the Lease), constitute the terms of this Sublease, including without limitation, the late payment fee and interest on past due rent, except to the extent that they do not relate to the Subtenant’s Premises and the period of the Term, or are inapplicable to, or modified or eliminated by, or otherwise addressed by, the terms of this Sublease. Notwithstanding the foregoing provisions of this Section 3.1 to the contrary, it is expressly understood and agreed that Sections 2, 2A, 3(c), 5(a), 5(d) and 5(i), the first sentence of Section 5(f), the last sentence of Section 5(h) and Sections 6(d)(i), 7(b), 10(b), 10(d), 12, 20, 28, 29, 35, 36, 37, 38, 39 and 41 of the Lease and Exhibit B thereto shall not be applicable with respect to this Sublease or the Subtenant’s Premises; however, upon Subtenant’s written request from time to time, Tenant shall exercise reasonable efforts to cause Landlord to perform its obligations under Sections 5(a), 5(d), 5(i) and 7(b) of the Lease. Tenant and Subtenant each covenants and agrees that it shall not do anything that would constitute a default under the Lease or omit to do anything that it is obligated to do under the terms of this Sublease so as herein to cause a default under the Lease. 3.2 Except as expressly set forthforth in this Sublease (including, without limitation, Section 7.13 below), Tenant shall not be obligated to furnish to the Subtenant’s Premises any services or utilities of any nature whatsoever, including without limitation, heat, electricity, air conditioning, elevator service, cleaning, window washing or trash removal services; provided, however, Tenant shall exercise commercially reasonable efforts to obtain such utilities and services for the Subtenant’s Premises from Landlord pursuant to and in accordance with the terms of the Lease. 3.3 Tenant represents and warrants to Subtenant as of the Commencement Date that: (i) each reference in such incorporated provisions a complete and accurate copy of the Prime Lease to “Lease” and to “Premises” shall be deemed a reference to this Sublease and to the Subleased Premises, respectivelyParking Agreement (as hereinafter defined) are attached hereto as Exhibit B; (ii) except to the extent provided in this Sublease Tenant’s Knowledge (including the limitation contained in clause (iii) of this Section 7(a)as hereinafter defined), each reference to “Landlord” shall be deemed a reference to both Landlord the Subtenant’s Premises are in material compliance with all Legal Requirements and to Sublandlordare in good working order and condition; (iii) Sublandlord shall have no liability to Subtenant with respect to any representations or warranties made by the Landlord under the Prime Lease, or any indemnification obligations of the Landlord under the Prime Lease, or any obligations or liabilities of the Landlord under the Prime Lease with respect to compliance with laws, condition of the Subleased Premises, access to Common Areas, changes is in location of any elements of the Project, operation of the Project or any portion thereof, including Operating Expenses, or any Hazardous Materialsfull force and effect; (iv) with respect to any approval or consent required to be obtained from Landlord Tenant is not in default under the Prime Lease, such consent must be obtained from both Landlord Lease and Sublandlord, and the approval or consent of Sublandlord may be withheld if Landlord’s approval or consent is not obtained; (v) to Tenant’s Knowledge, Landlord in any case where not in default under the Lease. The term “Tenant’s Knowledge” is required to indemnify, defend, release, exculpate or waive claims against “Landlord,” such indemnity, defense, release, exculpation and waiver shall be deemed to run in favor of both Landlord and Sublandlord and shall survive have the expiration or earlier termination of this Sublease; provided, however, as to Sublandlord, the indemnification, defense, release and waiver by Subtenant shall apply except to the extent of the gross negligence and/or willful misconduct of Sublandlord and the employees, agents and contractors of Sublandlord, notwithstanding any negligence of any of the foregoing; and (vi) where “Tenant” is required to execute and deliver certain documents or notices to “Landlord,” such obligation stall be deemed to run to both Landlord and Sublandlord. Subtenant hereby covenants and agrees to observe all of the terms, conditions, and covenants imposed upon the Tenant under the Prime Lease and to perform all of the duties and obligations imposed upon the Tenant thereunder to the extent applicable to same meaning given the term of Subtenant“Seller’s use and/or occupancy of Knowledge” in the Subleased Premises, the Building and the Project. To the extent any provision of this Sublease is inconsistent with any provisions of the Prime Lease, this Sublease shall govern except that if the standard for performance is more stringent under the Prime Lease, in which event the more stringent provision shall prevail and Subtenant shall be obligated to comply therewith. Subtenant acknowledges that any default by it under this Sublease may constitute a default by Sublandlord as Tenant under the Prime Lease, and that Subtenant’s liability to Sublandlord shall include, but not be limited to, any damages or liabilities incurred by Sublandlord to Landlord under the Prime LeaseAgreement.

Subtenant’s Obligations. This Sublease is Subtenant covenants and agrees that except as expressly subject and subordinate to all of the terms and conditions of the Prime Lease, and to all amendments, renewals and extensions thereof, and all of the terms, provisions and covenants as contained excluded in the Prime preceding section, all obligations of Sublandlord under the Master Lease are incorporated herein by reference, except as herein expressly set forth; provided, however, that: (i) each reference in such incorporated provisions of the Prime Lease to “Lease” and to “Premises” shall be deemed a reference to this Sublease and to the Subleased Premises, respectively; (ii) except to the extent provided in this Sublease (including the limitation contained in clause (iii) of this Section 7(a)), each reference to “Landlord” shall be deemed a reference to both Landlord and to Sublandlord; (iii) Sublandlord shall have no liability to done or performed by Subtenant with respect to the Premises, except as otherwise provided by this Sublease, and Subtenant's obligations shall run to Sublandlord and Landlord as Sublandlord may reasonably determine to be appropriate or be required by the respective interests of Sublandlord and Landlord. Subtenant agrees to indemnify Sublandlord and Landlord, and hold it harmless, from and against any representations and all claims, damages, losses, expenses and liabilities (including reasonable attorneys' fees) incurred as a result of the non-performance, non-observance or warranties non-payment of any of Sublandlord's covenants, warranties, obligations and payments made by the Landlord Sublandlord under or required of Sublandlord under the Prime LeaseMaster Lease which, or any indemnification obligations of the Landlord under the Prime Lease, or any obligations or liabilities of the Landlord under the Prime Lease with respect to compliance with laws, condition of the Subleased Premises, access to Common Areas, changes in location of any elements of the Project, operation of the Project or any portion thereof, including Operating Expenses, or any Hazardous Materials; (iv) with respect to any approval or consent required to be obtained from Landlord under the Prime Lease, such consent must be obtained from both Landlord and Sublandlord, and the approval or consent of Sublandlord may be withheld if Landlord’s approval or consent is not obtained; (v) in any case where “Tenant” is required to indemnify, defend, release, exculpate or waive claims against “Landlord,” such indemnity, defense, release, exculpation and waiver shall be deemed to run in favor of both Landlord and Sublandlord and shall survive the expiration or earlier termination as a result of this Sublease; provided, howeverbecame an obligation of Subtenant. If Subtenant makes any payment to Sublandlord pursuant to this indemnity, as to Sublandlord, the indemnification, defense, release and waiver by Subtenant shall apply except be subrogated to the extent rights of Sublandlord concerning said payment. Subtenant shall not do, nor permit to be done, any act or thing which is, or with notice or the passage of time would be, a default under this Sublease or the Master Lease. Sublandlord agrees to indemnify and hold Subtenant harmless from and against any and all claims, damages, losses, expenses, and liabilities (including reasonable attorneys' fees) incurred as a result of the gross negligence and/or willful misconduct of Sublandlord and the employeesnon-performance, agents and contractors of Sublandlord, notwithstanding any negligence non-observance or non-payment of any of the foregoing; and (vi) where “Tenant” is required to execute and deliver certain documents or notices to “Landlord,” such obligation stall be deemed to run to both Landlord and Sublandlord. Subtenant hereby covenants and agrees to observe all of the terms, conditions, and covenants imposed upon the Tenant 's obligations under the Prime Master Lease and to perform all of the duties and obligations imposed upon the Tenant thereunder to the extent applicable to the term of Subtenant’s use and/or occupancy of the Subleased Premises, the Building and the Project. To the extent any provision of or this Sublease is inconsistent with any provisions of the Prime Lease, this Sublease shall govern except that if the standard for performance is more stringent under the Prime Lease, in which event the more stringent provision shall prevail and Subtenant shall be obligated to comply therewith. Subtenant acknowledges that any default by it under this Sublease may constitute a default by Sublandlord as Tenant under the Prime Lease, and that Subtenant’s liability to Sublandlord shall include, but not be limited to, any damages or liabilities incurred by Sublandlord to Landlord under the Prime LeaseSublease.

Subtenant’s Obligations. This Sublease is expressly subject 3.1 Subtenant shall use and subordinate to all of operate the terms Subtenant’s Premises in accordance with Tenant’s covenants and conditions of the Prime Lease, a copy of which has been provided by Tenant. Without limiting any other provision of this Sublease or the Lease, Subtenant shall take good care of the Subtenant’s Premises, suffer no waste or injury thereto and shall comply with all laws, orders and regulations which are imposed on Tenant, as tenant under the Lease, and are applicable to all amendmentsthe Subtenant’s Premises and/or Subtenant’s use thereof. The terms, renewals provisions, covenants, stipulations, conditions, rights, obligations, remedies and extensions thereof, and all agreements of the terms, provisions and covenants as contained in the Prime Lease are incorporated into this Sublease by reference and made a part hereof as if herein by referenceset forth at length, and shall, as between Tenant and Subtenant (as if they were the landlord and tenant, respectively, under the Lease and as if the premises actually being sublet hereby were the Premises demised under the Lease), constitute the terms of this Sublease, including without limitation, the late payment fee and interest on past due rent, except as herein to the extent that they do not relate to the Subtenant’s Premises and the period of the Term, or are inapplicable to, or modified or eliminated by, or otherwise addressed by, the terms of this Sublease. Notwithstanding the foregoing provisions of this Section 3.1 to the contrary, it is expressly set forth; provided, however, understood and agreed that: (i) each reference in such incorporated provisions Sections 16, 28, 29, 30 and 38 of the Prime Lease to “Lease” and to “Premises” shall be deemed a reference to this Sublease and to the Subleased Premises, respectively; (ii) except to the extent provided in this Sublease (including the limitation contained in clause (iii) first sentence of this Section 7(a)), each reference to “Landlord” shall be deemed a reference to both Landlord and to Sublandlord15; (iii) Sublandlord the provisions of Section 4(a) of the Lease as the same relate to the repair or replacement of structural elements of Subtenant’s Premises, the roof and the building systems, including, without limitation, the electrical, plumbing, heating, air conditioning, and other mechanical systems, installations and equipment; and (iv) the provisions of Section 8 of the Lease as the same relate to the use of the Subtenant’s Premises for general office use (and uses incidental to general office use that are commonly found in first class office buildings in the Baltimore, Maryland, area) (as opposed to the use of the Subleased Premises for another purpose), shall have no liability to Subtenant not be applicable with respect to any representations this Sublease or warranties made by the Landlord Subtenant’s Premises. Tenant and Subtenant each covenants and agrees that it shall not do anything that would constitute a default under the Prime Lease or omit to do anything that it is obligated to do under the terms of this Sublease so as to cause a default under the Lease. 3.2 Tenant shall provide to Subtenant (a) heating, or any indemnification obligations ventilation and air-conditioning during normal business hours in the seasons they are required, (b) standard janitorial service on business days (including removal of trash), (c) electricity, (d) water and sewer, (e) elevator service and (f) exterior window-cleaning service (collectively, the “Standard Services”). 3.3 Tenant represents and warrants to Subtenant as of the Landlord under the Prime Lease, or any obligations or liabilities Commencement Date that: (i) a complete and accurate copy of the Landlord under Lease is attached hereto as Exhibit B; (ii) to Tenant’s Knowledge (as hereinafter defined), the Prime Lease with respect to Subtenant’s Premises are in material compliance with laws, condition of all Legal Requirements and are in good working order and condition; (iii) the Subleased Premises, access to Common Areas, changes Lease is in location of any elements of the Project, operation of the Project or any portion thereof, including Operating Expenses, or any Hazardous Materialsfull force and effect; (iv) with respect to any approval or consent required to be obtained from Landlord Tenant is not in default under the Prime Lease, such consent must be obtained from both Landlord Lease and Sublandlord, and the approval or consent of Sublandlord may be withheld if Landlord’s approval or consent is not obtained; (v) to Tenant’s Knowledge, Landlord in any case where not in default under the Lease. The term “Tenant’s Knowledge” is required to indemnify, defend, release, exculpate or waive claims against “Landlord,” such indemnity, defense, release, exculpation and waiver shall be deemed to run in favor of both Landlord and Sublandlord and shall survive have the expiration or earlier termination of this Sublease; provided, however, as to Sublandlord, the indemnification, defense, release and waiver by Subtenant shall apply except to the extent of the gross negligence and/or willful misconduct of Sublandlord and the employees, agents and contractors of Sublandlord, notwithstanding any negligence of any of the foregoing; and (vi) where “Tenant” is required to execute and deliver certain documents or notices to “Landlord,” such obligation stall be deemed to run to both Landlord and Sublandlord. Subtenant hereby covenants and agrees to observe all of the terms, conditions, and covenants imposed upon the Tenant under the Prime Lease and to perform all of the duties and obligations imposed upon the Tenant thereunder to the extent applicable to same meaning given the term of Subtenant“Seller’s use and/or occupancy of Knowledge” in the Subleased Premises, the Building and the Project. To the extent any provision of this Sublease is inconsistent with any provisions of the Prime Lease, this Sublease shall govern except that if the standard for performance is more stringent under the Prime Lease, in which event the more stringent provision shall prevail and Subtenant shall be obligated to comply therewith. Subtenant acknowledges that any default by it under this Sublease may constitute a default by Sublandlord as Tenant under the Prime Lease, and that Subtenant’s liability to Sublandlord shall include, but not be limited to, any damages or liabilities incurred by Sublandlord to Landlord under the Prime LeaseAgreement.

Subtenant’s Obligations. This Sublease is expressly subject Except as otherwise specifically provided ----------------------- herein, all acts to be performed and subordinate to all of the terms and conditions of the Prime Lease, to be observed by and to all amendments, renewals and extensions thereof, and all of the terms, provisions and covenants as contained in the Prime Lease are incorporated herein by reference, except as herein expressly set forth; provided, however, that: (i) each reference in such incorporated provisions of the Prime Lease to “Lease” and to “Premises” shall be deemed a reference to this Sublease and inuring to the Subleased Premisesbenefit of, respectively; (ii) except to the extent provided in this Sublease (including the limitation contained in clause (iii) of this Section 7(a)), each reference to “Landlord” shall be deemed a reference to both Landlord and to Sublandlord; (iii) Sublandlord shall have no liability to Subtenant with respect to any representations or warranties made by the Landlord under the Prime Lease, or any indemnification obligations of the Landlord under the Prime Lease, or any obligations or liabilities of the Landlord under the Prime Lease with respect to compliance with laws, condition of the Subleased Premises, access to Common Areas, changes in location of any elements of the Project, operation of the Project or any portion thereof, including Operating Expenses, or any Hazardous Materials; (iv) with respect to any approval or consent required to be obtained from Landlord under the Prime Lease, such consent must be obtained from both Landlord and Sublandlord, and the approval or consent of Sublandlord may be withheld if Landlord’s approval or consent is not obtained; (v) in any case where “Tenant” is required to indemnify, defend, release, exculpate or waive claims against “Landlord,” such indemnity, defense, release, exculpation and waiver shall be deemed to run in favor of both Landlord and Sublandlord and shall survive the expiration or earlier termination of this Sublease; provided, however, as to Sublandlord, the indemnification, defense, release and waiver by Subtenant shall apply except to the extent of the gross negligence and/or willful misconduct of Sublandlord and the employees, agents and contractors of Sublandlord, notwithstanding any negligence of any of the foregoing; and (vi) where “Tenant” is required to execute and deliver certain documents or notices to “Landlord,” such obligation stall be deemed to run to both Landlord and Sublandlord. Subtenant hereby covenants and agrees to observe all of the terms, conditions, and covenants imposed upon the Tenant under the Prime Lease and to perform all of the duties and obligations imposed upon the Tenant thereunder to the extent applicable to the term of Subtenant’s use and/or occupancy of the Subleased Premises, the Building and the Project. To the extent any provision of this Sublease is inconsistent with any provisions of the Prime Lease, this Sublease shall govern except that if the standard for performance is more stringent under the Prime Lease, in which event the more stringent provision shall prevail and Subtenant shall be obligated to comply therewith. Subtenant acknowledges that any default by it under this Sublease may constitute a default by Sublandlord as Tenant under the Prime Lease of the Premises, shall be performed, and observed by, and shall inure to the benefit of, Subtenant, and Subtenant's obligations shall run to Sublandlord as appropriate or required by the respective interests of Sublandlord and Landlord. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all liabilities, obligations, damages, penalties, claims, costs, expenses and liabilities (including, but not limited to, reasonable attorneys' fees and disbursements) paid, suffered or incurred by Sublandlord as a result of the nonperformance or non-observance by Subtenant, Subtenant's agents, contractors, employees, invitees or licensees of any such terms and conditions contained in the Lease. In furtherance of the foregoing, Subtenant shall not (i) do or permit to be done anything prohibited to Sublandlord, as Tenant under the Lease, and that Subtenant’s or (ii) take any action or do or permit anything which would result in any additional cost or other liability to Sublandlord shall include, but not be limited to, any damages or liabilities incurred by Sublandlord to Landlord under the Prime LeaseLease and/or this Sublease. In the event of any inconsistency between the Lease and this Sublease, such inconsistency (i) if it relates to obligations of, or restrictions on, Subtenant, 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 any other matter, the Lease shall govern.

Subtenant’s Obligations. This Sublease is expressly subject From and subordinate after the Early Access Date, if any (and if none, from and after the Commencement Date), Subtenant shall also be responsible for the following at its own cost and expense: (a) All utility consumption costs relating to all utilities consumed by Subtenant in the Premises, in each case in an amount not greater than the actual cost for the same incurred by Sublandlord, including without limitation, electric and other charges incurred in connection with lighting and providing electrical power to the Premises, which the parties agree shall be charged to Tenant at a fixed rate of One and 75/100 Dollars ($1.75) per rentable square foot of the terms Premises per annum, payable in equal monthly installments of $882.44 at the same time and conditions in the same manner as Tenant’s payment of Annual Fixed Rent, provided, Tenant uses electricity for ordinary general office purposes only and without exceeding the Prime Lease, and standard electricity service provided by Landlord as set forth in Exhibit C to all amendments, renewals and extensions thereof, and all of the terms, provisions and covenants as contained in the Prime Lease are incorporated herein by reference(and if Tenant uses electricity for any other purpose, except as herein expressly set forth; providedequipment other than ordinary office machines, howeveror otherwise exceeds such standards, that: (ithen Landlord may require that Tenant pay to install a check meter(s) each reference or submeter(s) to measure Subtenant’s usage, and in such incorporated provisions of the Prime Lease to “Lease” and to “Premises” event Tenant shall be deemed a reference obligated to this Sublease and pay the actual cost of its electricity consumption as shown on such meter or meters), Subtenant shall hold Sublandlord harmless from all costs or expenses Sublandlord may incur from Subtenant’s failure to pay utility bills or to perform any of its obligations with respect to the Subleased Premisespurchase of utilities. (b) All maintenance, respectively; (ii) except repairs and replacements as to the Premises and its equipment, to the extent provided in this Sublease (including Sublandlord is obligated to perform or pay for the limitation contained in clause (iii) of this Section 7(a))same, each reference to “Landlord” shall be deemed a reference to both Landlord and to Sublandlord; (iii) Sublandlord shall have no liability to Subtenant with respect to any representations or warranties made by both, as the Landlord tenant under the Prime Lease. Subtenant shall also reimburse Sublandlord as Additional Rent for the cost of any such obligations performed by the Prime Landlord at the expense of Sublandlord, if and to the extent required by reason of Subtenant’s failure to perform the same. (c) The cost of any license or roof rights for Subtenant in connection with telecommunications equipment as provided in Section 31 hereof. (d) The cost of any indemnification obligations after-hours HVAC (i.e., outside of the Landlord under standard hours described in Exhibit C to the Prime Lease, ) and utility costs that are requested by Subtenant as provided in Section 27 hereof. (e) special cleaning services for removal of rubbish and for daily and other desired or any obligations or liabilities required cleaning of the Landlord under the Prime Lease with respect to compliance with laws, condition of the Subleased Premises, access to Common Areas, changes in location of any elements of the Project, operation of the Project or any portion thereof, including Operating Expenses, or any Hazardous Materials; Premises over and above cleaning services (ivif any) with respect to any approval or consent required to be obtained from Landlord under the Prime Lease, such consent must be obtained from both Landlord and Sublandlord, and the approval or consent of Sublandlord may be withheld if Landlord’s approval or consent is not obtained; (v) in any case where “Tenant” is required to indemnify, defend, release, exculpate or waive claims against “Landlord,” such indemnity, defense, release, exculpation and waiver shall be deemed to run in favor of both Landlord and Sublandlord and shall survive the expiration or earlier termination of this Sublease; provided, however, as to Sublandlord, the indemnification, defense, release and waiver by Subtenant shall apply except to the extent of the gross negligence and/or willful misconduct of Sublandlord and the employees, agents and contractors of Sublandlord, notwithstanding any negligence of any of the foregoing; and (vi) where “Tenant” is required to execute and deliver certain documents or notices to “Landlord,” such obligation stall be deemed to run to both Landlord and Sublandlord. Subtenant hereby covenants and agrees to observe all of the terms, conditions, and covenants imposed upon the Tenant under the Prime Lease and to perform all of the duties and obligations imposed upon the Tenant thereunder to the extent applicable to the term of Subtenant’s use and/or occupancy of the Subleased Premises, the Building and the Project. To the extent any provision of this Sublease is inconsistent with any provisions of the Prime Lease, this Sublease shall govern except that if the standard for performance is more stringent under the Prime Lease, in which event the more stringent provision shall prevail and Subtenant shall be obligated to comply therewith. Subtenant acknowledges that any default by it under this Sublease may constitute a default provided by Sublandlord as Tenant under the Prime Lease, and that Subtenant’s liability to Sublandlord shall include, but not be limited to, any damages or liabilities incurred by Sublandlord to Landlord under the Prime Leasehereunder.

Subtenant’s Obligations. This Sublease is expressly subject and subordinate 6.1.1 Sublandlord grants to Subtenant the right to receive all of the terms services and conditions benefits with respect to the Premises which are to be provided to Sublandlord by Landlord under the Lease. The parties contemplate that Landlord will, in fact, perform its obligations under the Lease and in the event of any default or failure of such performance by Landlord, Sublandlord agrees that it will, upon notice from Subtenant, make demand upon Landlord to perform its obligations under the Prime Lease, Lease and use all best efforts to enforce Sublandlord’s rights against Master Landlord under the Lease for the benefit of Subtenant (and to all amendmentsforward to Master Landlord any notices or requests for consent as Subtenant may reasonably request). If Master Landlord shall default in any of its obligations to Sublandlord with respect to the Premises, renewals Subtenant shall have the right to bring any action or proceeding or to take any steps to enforce Sublandlord’s rights against Master Landlord, in its own name and, for that purpose and extensions thereofonly to such extent, and all of the termsrights of Sublandlord under the Lease, provisions as the case may be, hereby are conferred upon and covenants as contained assigned to Subtenant and Subtenant hereby is subrogated to such rights to the extent that the same shall apply to the Sub-Subleased Premises. If any such action against Master Landlord in Subtenant’s name shall be barred by reason of lack of privity, nonassignability or otherwise, Subtenant may take such action in Sublandlord’s name upon obtaining the prior written consent of Sublandlord (which consent will not be unreasonably withheld, delayed or conditioned), and upon providing Sublandlord with at least five (5) days’ prior written notice of such action, unless there is an emergency, and Subtenant hereby agrees to indemnify, defend and hold Sublandlord harmless from and against all liability, loss, damage, cost or expense, including, without limitation, reasonable attorney’s fees, which Sublandlord shall suffer or incur by reason of, arising out of, or in connection with, any action that Subtenant brings against Master Landlord, whether or not such action is in the Prime name of Sublandlord. Sublandlord specifically agrees to cooperate, at Subtenant’s cost and expense, with Subtenant in the event Subtenant desires to initiate such legal action or litigation in order to address the Master Landlord’s failure to perform its obligations under the Lease. Subtenant acknowledges that the failure of Master Landlord to provide any services or comply with any obligations under the Lease shall not entitle Subtenant to any abatement or reduction in rent payable hereunder, unless Sublandlord receives an abatement or reduction in rent from the Master Landlord as a result of such Master Landlord’s failure to provide any services or comply with any obligations under the Lease, in which case Subtenant shall be entitled to the same abatement or reduction in rent from the Sublandlord that the Sublandlord receives from the Master Landlord, and if such failure continues for 20 days, Subtenant may terminate this Sublease with no further obligation to Sublandlord or Master Landlord. 6.1.2 On or before the Expiration Date, Subtenant shall remove its equipment and personalty from the Premises and if Subtenant shall have performed any structural alterations that are incorporated herein by referencenot typical of those generally found in office, except R&D and testing facilities, and provided that, under the Lease, Sublandlord is obligated to restore the same, then Subtenant shall restore such alterations. Subtenant shall not make any Alterations to the Premises without the consents of the Sublandlord, and as herein expressly set forth; provided in the Lease, Master Landlord (provided, however, that: (i) each reference in such incorporated provisions of the Prime Lease to “Lease” and to “Premises” shall be deemed a reference to this Sublease and to the Subleased Premises, respectively; (ii) except that to the extent provided in this Sublease (including the limitation contained in clause (iii) of this Section 7(a)), each reference to “Landlord” shall be deemed a reference to both Landlord and to Sublandlord; (iii) Sublandlord shall have no liability to Subtenant with respect to any representations or warranties made by the Landlord permissible under the Prime Master Lease, or any indemnification obligations of Subtenant may make all non-structural and decorative Alterations without having to obtain consent). 6.1.3 Subtenant shall maintain the Landlord under Premises to the Prime Lease, or any obligations or liabilities of the Landlord under the Prime Lease with respect to compliance with laws, condition of the Subleased Premises, access to Common Areas, changes in location of any elements of the Project, operation of the Project or any portion thereof, including Operating Expenses, or any Hazardous Materials; (iv) with respect to any approval or consent required to be obtained from Landlord under the Prime Lease, such consent must be obtained from both Landlord and Sublandlord, and the approval or consent of extent that Sublandlord may be withheld if Landlord’s approval or consent is not obtained; (v) in any case where “Tenant” is required to indemnify, defend, release, exculpate or waive claims against “Landlord,” such indemnity, defense, release, exculpation and waiver shall be deemed to run in favor of both Landlord and Sublandlord and shall survive maintain the expiration or earlier termination of this Sublease; provided, however, as to Sublandlord, the indemnification, defense, release and waiver by Subtenant shall apply except to the extent of the gross negligence and/or willful misconduct of Sublandlord and the employees, agents and contractors of Sublandlord, notwithstanding any negligence of any of the foregoing; and (vi) where “Tenant” is required to execute and deliver certain documents or notices to “Landlord,” such obligation stall be deemed to run to both Landlord and Sublandlord. Subtenant hereby covenants and agrees to observe all of the terms, conditions, and covenants imposed upon the Tenant Premises under the Prime Lease and to perform all of the duties and obligations imposed upon the Tenant thereunder to the extent applicable to the term of Subtenant’s use and/or occupancy of the Subleased Premises, the Building and the Project. To the extent any provision of this Sublease is inconsistent with any provisions of the Prime Lease, this Sublease shall govern except that if the standard for performance is more stringent under the Prime Lease, in which event the more stringent provision shall prevail and Subtenant shall be obligated to comply therewith. Subtenant acknowledges that any default by it under this Sublease may constitute a default by Sublandlord as Tenant under the Prime Lease, and that Subtenant’s liability to Sublandlord shall include, but not be limited to, any damages or liabilities incurred by Sublandlord to Landlord under the Prime Lease.

Subtenant’s Obligations. This Sublease is expressly subject Subtenant covenants and subordinate to agrees that all obligations of Sublandlord under the terms and conditions of the Prime Lease, and to all amendments, renewals and extensions thereof, and all of the terms, provisions and covenants as contained in the Prime Master Lease are incorporated herein by reference, except as herein expressly set forth; provided, however, that: (i) each reference in such incorporated provisions of the Prime Lease to “Lease” and to “Premises” shall be deemed a reference to this Sublease and to the Subleased Premises, respectively; (ii) except to the extent provided in this Sublease (including the limitation contained in clause (iii) of this Section 7(a)), each reference to “Landlord” shall be deemed a reference to both Landlord and to Sublandlord; (iii) Sublandlord shall have no liability to done or performed by Subtenant with respect to any representations the Sublease Premises, except as otherwise provided by this Sublease, and Subtenant's obligations shall run to Sublandlord and Landlord as Sublandlord may determine to be appropriate or warranties made be required by the Landlord respective interests of Sublandlord and Landlord. Subtenant shall name Sublandlord under its insurance policy insuring the Sublease Premises. Subtenant agrees to indemnify Sublandlord, and hold it harmless, from and against any and all claims, damages, losses, expenses and liabilities (including reasonable attorneys' fees) incurred as a result of the non-performance, non-observance or non-payment of any of Sublandlord's obligations under the Prime LeaseMaster Lease which, as a result of this Sublease, became an obligation of Subtenant. If Subtenant makes any payment to Sublandlord pursuant to this indemnity, Subtenant shall be subrogated to the rights of Sublandlord concerning said payment. Notwithstanding anything in this Agreement to the contrary, except for any charges incurred by or any indemnification obligations of the Landlord under the Prime Leasefor Subtenant as provided in this Sublease, or any obligations or liabilities of the Landlord under the Prime Lease Subtenant shall have no obligation with respect to compliance with lawsthe payment of Direct Expenses, condition of the Subleased Premises, access to Common Areas, changes in location of any elements of the Project, operation of the Project Other Rent or any portion thereof, including Operating Expenses, or any Hazardous Materials; (iv) with respect to any approval or consent required to be obtained from Landlord under the Prime Lease, such consent must be obtained from both Landlord and Sublandlord, and the approval or consent other monetary obligation of Sublandlord may be withheld if Landlord’s approval or consent is not obtained; (v) in any case where “Tenant” is required to indemnify, defend, release, exculpate or waive claims against “Landlord,” such indemnity, defense, release, exculpation and waiver shall be deemed to run in favor of both Landlord and Sublandlord and shall survive the expiration or earlier termination of this Sublease; provided, however, as to Sublandlord, the indemnification, defense, release and waiver by Subtenant shall apply except to the extent of the gross negligence and/or willful misconduct of Sublandlord and the employees, agents and contractors of Sublandlord, notwithstanding any negligence of any of the foregoing; and (vi) where “Tenant” is required to execute and deliver certain documents or notices to “Landlord,” such obligation stall be deemed to run to both Landlord and Sublandlord. Subtenant hereby covenants and agrees to observe all of the terms, conditions, and covenants imposed upon the Tenant under the Prime Lease and to perform all of the duties and obligations imposed upon the Tenant thereunder to the extent applicable to the term of Subtenant’s use and/or occupancy of the Subleased Premises, the Building and the Project. To the extent any provision of this Sublease is inconsistent with any provisions of the Prime Lease, this Sublease shall govern except that if the standard for performance is more stringent under the Prime Lease, in which event the more stringent provision shall prevail and Subtenant shall be obligated to comply therewith. Subtenant acknowledges that any default by it under this Sublease may constitute a default by Sublandlord as Tenant under the Prime Master Lease, and that Subtenant’s liability to Sublandlord shall includeindemnify and hold Subtenant harmless from (a) any and all claims resulting from Sublandlord's failure to pay the Direct Expenses, but not be limited toOther Rent and other monetary obligations of Tenant under the Master Lease and (b) any other damages incurred by Subtenant as a result thereof, including, without limitation, any damages increase in Subtenant's rent for the Sublease Premises as a result of Tenant's default, as provided in Section 14.8 of the Master Lease. Subtenant shall not do, nor permit to be done, any act or liabilities incurred by Sublandlord to Landlord thing which is, or with notice or the passage of time would be, a default under this Sublease or the Prime Master Lease.

Subtenant’s Obligations. This Sublease is expressly subject and subordinate Except as otherwise specifically provided herein, all acts to all of the terms and conditions of the Prime Lease, and to all amendments, renewals and extensions thereof, be performed and all of the terms, provisions provisions, covenants, stipulations, conditions, rights, obligations, remedies and covenants agreements to be observed by Sublandlord, as contained in tenant under the Prime Lease are incorporated herein by reference, except as herein expressly set forth; provided, however, that: (i) each reference in such incorporated provisions of the Prime Lease to “Lease” and to “Premises” , shall be deemed a reference performed, and observed by Subtenant, and Subtenant’s obligations shall run to Sublandlord or the Prime Landlord as Sublandlord may determine to be appropriate or required by the respective interests of Sublandlord and Prime Landlord. In the event of any inconsistency between the Prime Lease and this Sublease and Sublease, such inconsistency (i) if it relates to obligations of, or restrictions on, Subtenant, 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 Subleased Premisescase may be, respectively; or (ii) except if it relates to the extent provided rights of, or benefits to be conferred upon, Subtenant, shall be resolved in this Sublease (including the limitation contained in clause (iii) favor of this Section 7(a)), each reference Sublease. Subtenant assumes and agrees to “Landlord” shall be deemed a reference to both Landlord and to perform Sublandlord; (iii) Sublandlord shall have no liability to Subtenant with respect to any representations or warranties made by the Landlord under the Prime Lease, or any indemnification ’s obligations of the Landlord under the Prime Lease, or any obligations or liabilities of the Landlord under the Prime Lease with respect to compliance with laws, condition of during the Subleased Premises, access to Common Areas, changes in location of any elements of the Project, operation of the Project or any portion thereof, including Operating Expenses, or any Hazardous Materials; (iv) with respect to any approval or consent required to be obtained from Landlord under the Prime Lease, such consent must be obtained from both Landlord and Sublandlord, and the approval or consent of Sublandlord may be withheld if Landlord’s approval or consent is not obtained; (v) in any case where “Tenant” is required to indemnify, defend, release, exculpate or waive claims against “Landlord,” such indemnity, defense, release, exculpation and waiver shall be deemed to run in favor of both Landlord and Sublandlord and shall survive the expiration or earlier termination of this Sublease; provided, however, as to Sublandlord, the indemnification, defense, release and waiver by Subtenant shall apply except Sublease Term to the extent of such obligations are applicable to the gross negligence and/or willful misconduct of Sublandlord Subleased Premises and the employees, agents and contractors of Sublandlord, notwithstanding any negligence of any of the foregoing; and (vi) where “Tenant” is required to execute and deliver certain documents are not either excluded from incorporation herein or notices to “Landlord,” such obligation stall be deemed to run to both Landlord and Sublandlordspecifically contradicted or modified herein. Subtenant hereby covenants and agrees to observe all of the terms, conditions, and covenants imposed upon the Tenant that Subtenant shall not do anything that would constitute a default under the Prime Lease and or omit to perform all of do anything that Subtenant is obligated to do under the duties and obligations imposed upon the Tenant thereunder to the extent applicable to the term of Subtenant’s use and/or occupancy of the Subleased Premises, the Building and the Project. To the extent any provision terms of this Sublease is inconsistent with any provisions of the Prime Lease, this Sublease shall govern except that if the standard for performance is more stringent under the Prime Lease, in which event the more stringent provision shall prevail and Subtenant shall so as to cause there to be obligated to comply therewith. Subtenant acknowledges that any default by it under this Sublease may constitute a default by Sublandlord as Tenant under the Prime Lease, and that Subtenant’s liability to Sublandlord shall include, but not be limited to, any damages or liabilities incurred by Sublandlord to Landlord under this Sublease is made upon the Prime Leasecondition of such performance.

Subtenant’s Obligations. This Sublease is expressly subject Except as otherwise specifically provided ----------------------- herein, all acts to be performed and subordinate to all of the terms and conditions to be observed by and inuring to the benefit of, Sublandlord, as Tenant under the Lease of the Prime LeasePremises, shall be performed, and to all amendments, renewals and extensions thereofobserved by, and shall inure to the benefit of, Subtenant, and Subtenant's obligations shall run to Sublandlord as appropriate or required by the respective interests of Sublandlord and Landlord. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all liabilities, obligations, damages, penalties, claims, costs, expenses and liabilities (including, but not limited to, reasonable attorneys' fees and disbursements) paid, suffered or incurred by Sublandlord as a result of the termsnonperformance or non-observance by Subtenant, provisions Subtenant's agents, contractors, employees, invitees or licensees of any such terms and covenants as conditions contained in the Prime Lease are incorporated herein by referenceLease. In furtherance of the foregoing, except as herein expressly set forth; provided, however, that: Subtenant shall not (i) each reference in such incorporated provisions of the Prime Lease to “Lease” and to “Premises” shall be deemed a reference to this Sublease and to the Subleased Premises, respectively; (ii) except to the extent provided in this Sublease (including the limitation contained in clause (iii) of this Section 7(a)), each reference to “Landlord” shall be deemed a reference to both Landlord and to Sublandlord; (iii) Sublandlord shall have no liability to Subtenant with respect to any representations do or warranties made by the Landlord under the Prime Lease, or any indemnification obligations of the Landlord under the Prime Lease, or any obligations or liabilities of the Landlord under the Prime Lease with respect to compliance with laws, condition of the Subleased Premises, access to Common Areas, changes in location of any elements of the Project, operation of the Project or any portion thereof, including Operating Expenses, or any Hazardous Materials; (iv) with respect to any approval or consent required permit to be obtained from Landlord under the Prime Lease, such consent must be obtained from both Landlord and Sublandlord, and the approval or consent of Sublandlord may be withheld if Landlord’s approval or consent is not obtained; (v) in any case where “Tenant” is required done anything prohibited to indemnify, defend, release, exculpate or waive claims against “Landlord,” such indemnity, defense, release, exculpation and waiver shall be deemed to run in favor of both Landlord and Sublandlord and shall survive the expiration or earlier termination of this Sublease; provided, however, as to Sublandlord, the indemnification, defense, release and waiver by Subtenant shall apply except to the extent of the gross negligence and/or willful misconduct of Sublandlord and the employees, agents and contractors of Sublandlord, notwithstanding any negligence of any of the foregoing; and (vi) where “Tenant” is required to execute and deliver certain documents or notices to “Landlord,” such obligation stall be deemed to run to both Landlord and Sublandlord. Subtenant hereby covenants and agrees to observe all of the terms, conditions, and covenants imposed upon the Tenant under the Prime Lease and to perform all of the duties and obligations imposed upon the Tenant thereunder to the extent applicable to the term of Subtenant’s use and/or occupancy of the Subleased Premises, the Building and the Project. To the extent any provision of this Sublease is inconsistent with any provisions of the Prime Lease, this Sublease shall govern except that if the standard for performance is more stringent under the Prime Lease, in which event the more stringent provision shall prevail and Subtenant shall be obligated to comply therewith. Subtenant acknowledges that any default by it under this Sublease may constitute a default by Sublandlord as Tenant under the Prime Lease, and that Subtenant’s or (ii) take any action or do or permit anything which would result in any additional cost or other liability to Sublandlord shall include, but not be limited to, any damages or liabilities incurred by Sublandlord to Landlord under the Prime LeaseLease and/or this Sublease. In the event of any inconsistency between the Lease and this Sublease, such inconsistency (i) if it relates to obligations of, or restrictions on, Subtenant, 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 any other matter, the Lease shall govern.