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 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 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 Subtenant’s 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 . Tenant 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 each covenants and agrees to observe all of the terms, conditions, and covenants imposed upon the Tenant that it shall not do anything that would constitute a default under the Prime Lease and or omit to perform all of do anything that it 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 so as to cause a default 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 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.

Subtenant’s Obligations. This Sublease is expressly subject Except as otherwise specifically provided herein, all acts and subordinate obligations 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, rights, obligations, remedies, agreements and covenants as contained in the Prime Lease are incorporated herein by referenceconditions be observed by, 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 as Tenant under the Prime Lease with respect to compliance with lawsthe Premises shall be performed and observed by, condition and shall inure to the benefit of, Subtenant but solely to the extent each of same relates Subtenant's occupancy or its use and enjoyment of the Subleased Sublease Premises, access and Subtenant's obligations shall run to Common AreasSublandlord or Prime Landlord, changes as Sublandlord may reasonably determine to be appropriate or required by the respective interests of Sublandlord and Prime Landlord. Subtenant hereby agrees to idemnify, defend and hold Sublandlord harmless from and against, all claims, damages, costs, expenses and liabilities (including, but not limited to, reasonable attorney's fees and disbursements) relating to the Sublease Premises, pursuant to (and in location accordance with the terms of) Sublandlord's indemnity of any elements Prime Landlord contained in Section 20.03 of the ProjectPrime Lease, operation said Section 20.03 being incorporated herein by reference and being applicable from Subtenant to (and for the benefit of) Sublandlord. In furtherance of the Project foregoing, Subtenant shall not (i) do or permit to be done anything prohibited under the Prime Lease or the Superior Mortgages, (ii) take any action or do or permit to be done anything which would result in any additional cost or expense or other liability being incurred by Sublandlord under the provisions of the Prime Lease, or (iii) do or permit to be done by Subtenant's contractors, agents, employees, invitees, guests or licensees or any portion thereofother person or entity, including Operating Expensesanything which would cause Sublandlord, or any Hazardous Materials; (iv) with respect to any approval or consent required to be obtained from Landlord as Tenant under the Prime Lease, such consent must to 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 default thereunder. Subtenant's obligations under this Article shall survive the expiration or earlier termination of this Sublease; provided. In the event that any term or condition of this Sublease confers any rights which, howeverif exercised hereunder, as to Sublandlord, the indemnification, defense, release and waiver by Subtenant shall apply except to the extent would constitute a default under or breach 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 or any provision of this Sublease is inconsistent with any provisions of the Prime LeaseSuperior Mortgages, this Sublease shall govern except that if the standard for performance is more stringent under be deemed amended to comply or be consistent with the Prime LeaseLease or any such Superior Mortgages, in which event the more stringent provision shall prevail and or both. Subtenant shall be obligated to comply therewith. Subtenant acknowledges that not take or suffer any default by it under this action in connection with its use and enjoyment of the Sublease may Premises which would constitute a default by Sublandlord as Tenant under under, or be a violation of, the Prime LeaseLease or any Superior Mortgages, 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 Leaseboth.

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 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 into this Sublease by reference and to made a part hereof as if herein set forth at length, and shall, as between Tenant and Subtenant (as if they were the Subleased Premiseslandlord and tenant, respectively; (ii) , 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 provided in 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 (including Sublease. Notwithstanding the limitation contained in clause (iii) foregoing provisions of this Section 7(a)3.1 to the contrary, it is expressly understood and agreed that Sections 2, 2A, 3(c), each reference to “Landlord” 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 deemed a reference to both Landlord and to Sublandlord; (iii) Sublandlord shall have no liability to Subtenant applicable with respect to any representations this Sublease or warranties made by 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 the Prime LeaseSections 5(a), or any indemnification obligations 5(d), 5(i) and 7(b) 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 . Tenant 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 each covenants and agrees to observe all of the terms, conditions, and covenants imposed upon the Tenant that it shall not do anything that would constitute a default under the Prime Lease and or omit to perform all of do anything that it 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 so as to cause a default 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 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 (a) 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 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 respective interests 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 Anything contained in any provision of this Sublease to the contrary notwithstanding, Subtenant agrees, with respect to the Sublease Premises, to comply with and remedy any default in this Sublease or the Master Lease which is inconsistent Subtenant's obligation to cure, within the period allowed to Sublandlord under this Sublease, even if such time period is shorter than the period otherwise allowed under the Master Lease due to the fact that notice of default from Sublandlord to Subtenant is given after the corresponding notice of default from Landlord to Sublandlord (any such default not cured within the time period allowed to Subtenant under this Sublease and the Master Lease as incorporated by the terms of this Sublease, shall, upon notice to Subtenant from Sublandlord, be deemed an "Event of Default" hereunder). Provided Subtenant is given notice and the opportunity to cure such act or omission in accordance with any provisions the terms of the Prime LeaseMaster Lease as incorporated into this Sublease, this Sublease shall govern except that if 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 standard for performance is more stringent non-performance, non-observance or non-payment of any of Sublandlord's obligations under the Prime LeaseMaster Lease which, in which event the more stringent provision shall prevail and 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 obligated subrogated to comply therewiththe rights of Sublandlord concerning said payment. Subtenant acknowledges that 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 by it under this Sublease may constitute a default by Sublandlord as Tenant under or 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 Master Lease.

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 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 During the Sublease is expressly subject Term, except for Sublandlord’s obligations provided in Section 8.1 above, Subtenant shall, at its sole cost and subordinate to all expense, maintain the Sublease Premises (taking into account the standard for surrender of the terms Sublease Premises as set forth in Section 9.4) in good order and repair, except for damage by casualty or condemnation, Sublandlord’s obligations or other conditions that Subtenant is not responsible for under this Sublease, but including, without limitation, all Subtenant’s Insured Property (as defined in Section 10.2), the carpet, wall-covering, interior doors, horizontal distribution portions of plumbing and other fixtures, equipment, alterations and improvements, located exclusively in, and serving exclusively, the Sublease Premises, whether installed by Sublandlord or Subtenant. Subtenant shall keep the Sublease Premises reasonably clean and orderly in accordance with Sublandlord’s standards for the Building. All repairs made by Subtenant shall be at least equal to the original work in class and quality and shall be performed in good workmanlike manner. Further, Subtenant shall be responsible for, and upon written demand by Sublandlord shall promptly reimburse Sublandlord for, any damage to any portion of the Prime Lease, and to all amendments, renewals and extensions thereof, and all of Property or the terms, provisions and covenants as contained in the Prime Lease are incorporated herein Sublease Premises caused by reference, except as herein expressly set forth; provided, however, that: (i) each reference in such incorporated provisions of Subtenant’s activities on the Prime Lease to “Lease” and to “Property or the Sublease Premises” shall be deemed a reference to this Sublease and to the Subleased Premises, respectively; (ii) except the performance or existence of any alterations, additions or improvements made by Subtenant in or 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 SublandlordPremises; (iii) Sublandlord shall have no liability to Subtenant with respect to any representations or warranties made by the Landlord under the Prime Leaseinstallation, 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 Projectuse, operation or movement of Subtenant’s property in or about the Project Property or any portion thereof, including Operating Expenses, the Sublease Premises; or any Hazardous Materials; (iv) with respect to any approval negligence 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 willful misconduct by Subtenant or its officers, partners, employees, agents, contractors or invitees. The foregoing matters as set forth in clauses (i)-(iv) shall apply except not be applicable 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 caused by Sublandlord as Tenant under the Prime Leaseor its agents, and that Subtenant’s liability to Sublandlord shall include, but not be limited to, any damages employees or liabilities incurred by Sublandlord to Landlord under the Prime Leasecontractors.

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 in the Prime Lease are incorporated herein by reference, except as herein expressly set forth; provided, however, that: (i) each reference in assigned to Subtenant and Subtenant hereby is subrogated to 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 rights to the extent provided that the same shall apply to the Sub-Subleased Premises. If any such action against Master Landlord in this Sublease (including the limitation contained in clause (iii) of this Section 7(a)), each reference to “Landlord” Subtenant’s name shall be deemed a reference to both Landlord and to barred by reason of lack of privity, nonassignability or otherwise, Subtenant may take such action in Sublandlord; (iii) Sublandlord shall have no liability to Subtenant with respect to any representations or warranties made by ’s name upon obtaining 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 prior written consent of Sublandlord may (which consent will not be withheld if Landlord’s approval unreasonably withheld, delayed or consent conditioned), and upon providing Sublandlord with at least five (5) days’ prior written notice of such action, unless there is not obtained; (v) in any case where “Tenant” is required an emergency, and Subtenant hereby agrees to indemnify, defenddefend and hold Sublandlord harmless from and against all liability, releaseloss, exculpate damage, cost or waive claims 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 indemnity, defense, release, exculpation and waiver shall be deemed to run action is 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 name of Sublandlord. Sublandlord specifically agrees to cooperate, notwithstanding any negligence of any of at Subtenant’s cost and expense, with Subtenant in the foregoing; and (vi) where “Tenant” is required event Subtenant desires to execute and deliver certain documents initiate such legal action or notices litigation in order to “address the Master Landlord,” such obligation stall be deemed ’s failure to run to both Landlord and Sublandlordperform its obligations under the Lease. Subtenant hereby covenants and agrees acknowledges that the failure of Master Landlord to observe all of the terms, conditions, and covenants imposed upon the Tenant provide any services or comply with any obligations under the Prime Lease and shall not entitle Subtenant to perform all 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 the duties and obligations imposed upon the Tenant thereunder such Master Landlord’s failure 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 provide any provision of this Sublease is inconsistent services or comply with any provisions of the Prime Lease, this Sublease shall govern except that if the standard for performance is more stringent obligations under the Prime Lease, in which event the more stringent provision shall prevail and case Subtenant shall be obligated entitled to comply therewith. 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 acknowledges that any default by it under may terminate this Sublease may constitute a default by Sublandlord as Tenant under the Prime Lease, and that Subtenant’s liability with no further obligation to Sublandlord shall include, but not be limited to, any damages or liabilities incurred by Sublandlord to Landlord under the Prime LeaseMaster Landlord.

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 under the Prime Lease, or any indemnification obligations respective interests of the Landlord under the Prime Lease, or any obligations or liabilities of the Landlord under the Prime Lease with respect Sublandlord and Landlord. Subtenant agrees 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 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 approval non-performance, non-observance or consent non-payment of Sublandlord may be withheld if Landlord’s approval or consent is not obtained; (v) in any case where “Tenant” is required to indemnifyof Sublandlord's obligations under the Master Lease that, 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 that is, or with notice or the passage of time would be, a default under this Sublease or the Master Lease. Sublandlord agrees to indemnify Subtenant, 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 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 Premisesthat, the Building and the Project. To the extent any provision as a result of this Sublease is inconsistent with any provisions Sublease, expressly do not become an obligation of Subtenant such as 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 obligation 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 Leasepay operating expenses.