Common use of Incorporation of Master Lease Clause in Contracts

Incorporation of Master Lease. (a) All of the terms and provisions of the Master Lease, except as expressly modified in this Sublease or as provided in subsection (b), are incorporated into and made a part of this Sublease, and the rights and obligations of the parties under the Master Lease are hereby imposed upon the parties hereto with respect to the Sublease Premises, the Sublandlord being substituted for the Landlord in the Master Lease, the Subtenant being substituted for the Tenant in the Master Lease provided, however, that the term “Landlord” in the following Paragraphs of the Master Lease (i) shall mean Master Landlord, not Sublandlord: the second sentence of the second paragraph of 7 (Use), 10 (Parking), 11 (Utilities and Services), 13 (Landlord’s Repairs), the first paragraph of 17 (Insurance), 22 (Assignment and Subletting) and 36 (Limitation on Landlord’s Liability); and (ii) shall mean both Master Landlord and Sublandlord: 7 (Use) except as provided above, 9 (Taxes), 12 (Alterations), 14 (Tenant’s Repairs), 15 (Mechanic’s Liens), 16 (Indemnification), 17 (Insurance) excluding the first paragraph, 20 (Events of Default), 21 (Landlord’s Remedies), 23 (Estoppel Certificate), 26 (Rules and Regulations), 27 (Subordination), 29 (Waiver of Jury Trial), 30 (Environmental Requirements), 31 (Tenant’s Remedies/Limitations of Liability) with respect to the first two paragraphs only, 32 (Inspection and Access), 33 (Security), 34 (Force Majeure), and 38 (Signs; Exterior Appearance). It is further understood that where reference is made in the Master Lease to the “Premises,” the same shall mean the Sublease Premises as defined herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; and where reference is made to the “Lease,” the same shall mean this Sublease. The parties specifically agree that any provisions relating to any construction obligations of “Landlord” under the Master Lease with respect to construction that occurred or was to have occurred prior to the Commencement Date hereof, are hereby deleted. Sublandlord shall not be liable to Subtenant for any failure by Master Landlord to perform its obligations under the Master Lease, nor shall such failure by Master Landlord excuse performance by Subtenant of its obligations hereunder; provided, however, that Sublandlord shall use its commercially reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease. Anything in the Master Lease to the contrary notwithstanding, the liability of Sublandlord for its obligations under this Sublease is limited solely to Sublandlord’s interest in the Master Lease, and no personal liability shall at any time be asserted or enforceable against any other assets of Sublandlord or against Sublandlord’s stockholders, directors, officers or partners on account of any of Sublandlord’s obligations or actions under this Sublease.

Incorporation of Master Lease. (a) All Except as otherwise provided herein, all of the terms and provisions of the Master Lease, except as expressly modified in this Sublease or as provided in subsection (b), Lease are incorporated into and made a part of this Sublease, Sublease and the rights and obligations of the parties under the Master Lease are hereby imposed upon the parties hereto with respect to the Sublease Premises, the Sublandlord being substituted for the Landlord “Landlord” in the Master Lease, the Subtenant being substituted for the Tenant “Tenant” in the Master Lease, and this Sublease being substituted for the “Lease” and the “Premises” being substituted for the “Property” in the Master Lease (except in Section 13.6(b)(viii), and Section 14.6, where the “Property” shall mean the Property); provided, however, that the term “Landlord” in the following Paragraphs of the Master Lease Sections 1.2 and 12.1 (i) a), Article 19, and Section 21.14 shall mean Master Landlord, not Sublandlord: the second sentence of the second paragraph of 7 (Use), 10 (Parking), 11 (Utilities and Services), 13 (Landlord’s Repairs), the first paragraph of 17 (Insurance), 22 (Assignment and Subletting) and 36 (Limitation on Landlord’s Liability); and (ii) shall mean both Master Landlord and Sublandlord: 7 (Use) except as provided above, 9 (Taxes), 12 (Alterations), 14 (Tenant’s Repairs), 15 (Mechanic’s Liens), 16 (Indemnification), 17 (Insurance) excluding the first paragraph, 20 (Events of Default), 21 (Landlord’s Remedies), 23 (Estoppel Certificate), 26 (Rules and Regulations), 27 (Subordination), 29 (Waiver of Jury Trial), 30 (Environmental Requirements), 31 (Tenant’s Remedies/Limitations of Liability) with respect to the first two paragraphs only, 32 (Inspection and Access), 33 (Security), 34 (Force Majeure), and 38 (Signs; Exterior Appearance). It is further understood that where reference is made in the Master Lease to the “Premises,” the same shall mean the Sublease Premises as defined herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; and where reference is made to the “Lease,” the same shall mean this Sublease. The parties specifically agree that any provisions relating to any construction obligations of “Landlord” under the Master Lease with respect to construction that occurred or was to have occurred prior to the Commencement Date hereof, are hereby deleted. Sublandlord shall not be liable to Subtenant for any failure by Master Landlord to perform its obligations under the Master Lease, nor shall such failure by Master Landlord excuse performance by Subtenant of its obligations hereunder; provided, however, that Sublandlord shall use its commercially reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease. Anything in the Master Lease to the contrary notwithstanding, the liability of Sublandlord for its obligations under this Sublease is limited solely to Sublandlord’s interest in the Master Lease, and no personal liability shall at any time be asserted or enforceable against any other assets of Sublandlord or against Sublandlord’s stockholders, directors, officers or partners on account of any of Sublandlord’s obligations or actions under this Sublease. The following Sections of the Master Lease are not incorporated herein: Section 1.1, Section 2.1, Section 2.2, Section 2.3, Section 2.4, Section 2.6, Section 3.1, Article 4, Article 5, Article 6, Article 7, Section 9.1, Section 9.3, Section 10.1, Section 12.1(b), Section 12.2(c), Section 13.6(d), Section 16.1, Section 16.2, Article 17, Section 20.1, Section 21.11, Section 21.12, Section 21.15, Section 21.16, Section 21.17, Exhibits C, D and E, the First Amendment and the Second Amendment. Notwithstanding the foregoing, for purposes of the incorporation set forth in this Section 8, Section 13.6(b)(vi) of the Master Lease is amended to delete “Nuclear Regulatory Commission” and insert “California Department of Health Services (“DHS”).”

Incorporation of Master Lease. (a) All of the applicable terms and provisions conditions of the Master Lease, except as expressly modified in this Sublease or as provided in subsection (b), Lease are incorporated into and made a part of this SubleaseSublease as if Sublandlord were the landlord, Subtenant the tenant, and the rights Sublease Premises the Master Premises, except for the following: (i) Summary of Basic Lease Information, Sections 1, 2, 3, 4, 5, 6.3, 7, 8, 9, 10, and obligations 12; (ii) Sections 1.1.1, 1.3, 1.4, 1.5, 2.1, 2.2, Article 3, Article 4 (except as specifically incorporated pursuant to Section 5 above), Section 7.2, Sections 14.3, 14.4 (first sentence only), 14.8, Article 21, Article 22, Sections 23.1, 23.5, Article 25, Sections 29.14 and 29.20 of the parties Master Lease and (iii) Exhibits A, C, D and F attached to the Master Lease. Subtenant assumes and agrees to perform the tenant's ARTISTdirect Sublease January 26, 2006 obligations under the Master Lease incorporated herein during the Term to the extent that these obligations are hereby imposed upon the parties hereto with respect applicable to the Sublease Premises. However, the Sublandlord being substituted for the obligation to pay Monthly Base Rent and Direct Expenses to Master Landlord in the Master Lease, the Subtenant being substituted for the Tenant in under the Master Lease provided, however, that will be considered performed by Subtenant to the term “Landlord” extent and in the following Paragraphs amount such rent and expenses are paid to Sublandlord in accordance with Section 4 of this Sublease. Subtenant will not commit or suffer any act or omission that will violate any of the Master Lease (i) shall mean Master Landlord, not Sublandlord: the second sentence provisions of the second paragraph of 7 (Use), 10 (Parking), 11 (Utilities and Services), 13 (Landlord’s Repairs), the first paragraph of 17 (Insurance), 22 (Assignment and Subletting) and 36 (Limitation on Landlord’s Liability); and (ii) shall mean both Master Landlord and Sublandlord: 7 (Use) except as provided above, 9 (Taxes), 12 (Alterations), 14 (Tenant’s Repairs), 15 (Mechanic’s Liens), 16 (Indemnification), 17 (Insurance) excluding the first paragraph, 20 (Events of Default), 21 (Landlord’s Remedies), 23 (Estoppel Certificate), 26 (Rules and Regulations), 27 (Subordination), 29 (Waiver of Jury Trial), 30 (Environmental Requirements), 31 (Tenant’s Remedies/Limitations of Liability) with respect to the first two paragraphs only, 32 (Inspection and Access), 33 (Security), 34 (Force Majeure), and 38 (Signs; Exterior Appearance). It is further understood that where reference is made in the Master Lease to the “Premises,” the same shall mean the Sublease Premises as defined extent incorporated herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; and where reference is made to the “Lease,” the same shall mean this Sublease. The parties specifically agree that any provisions relating to any construction obligations of “Landlord” under the Master Lease with respect to construction that occurred or was to have occurred prior to the Commencement Date hereof, are hereby deleted. Sublandlord shall not be liable to Subtenant for any failure by Master Landlord to perform its obligations under the Master Lease, nor shall such failure by Master Landlord excuse performance by Subtenant of its obligations hereunder; provided, however, that Sublandlord shall use its commercially reasonable efforts will exercise due diligence in attempting to cause Master Landlord to perform its obligations under the Master LeaseLease for the benefit of Subtenant. Anything in Notwithstanding the first sentence of this paragraph 9(a), Sublandlord shall not be liable for the performance of the obligations of the Master Landlord under the Master Lease (including, but not limited to Master Landlord's obligations under Articles 6, 11, 13 and 19.6 of the contrary notwithstandingMaster Lease) except as may be specifically set forth in this Sublease. If the Master Lease terminates, at the option of Master Landlord, this Sublease will terminate and the parties will be relieved of any further liability or obligation under this Sublease. However, if the Master Lease terminates as a result of Sublandlord for its obligations a default or breach by Subtenant under this Sublease is limited solely to Sublandlord’s interest in or the Master Lease, and no personal liability Subtenant will be liable to Sublandlord for the damage suffered as a result of the termination. Regardless, if the Master Lease gives Sublandlord any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the Building or Project of which the Sublease Premises are a part, the exercise of this right by Sublandlord will not constitute a default or breach hereunder, but shall at any time cause this Sublease to terminate concurrently with the Master Lease, in which case the parties shall be asserted or enforceable against any other assets of Sublandlord or against Sublandlord’s stockholders, directors, officers or partners on account relieved of any of Sublandlord’s obligations or actions subsequent liability under this Sublease.

Incorporation of Master Lease. (a) All Except to the extent that they are inapplicable to, or modified by, or excluded by, the terms of this Sublease, all of the terms covenants, agreements, terms, provisions and provisions conditions of the Master Lease, except as expressly modified in this Sublease or as provided in subsection (b), Lease are hereby incorporated into and made a part of this Sublease. Except to the extent that they are inapplicable to, and or modified by, the terms of this Sublease, the rights and obligations of the parties under contained in the Master Lease are hereby imposed upon the respective parties hereto with respect to the Sublease Premiseshereto, the Sublandlord being substituted for the Landlord "Landlord" named in the Master Lease, the Subtenant being substituted for the Tenant "Tenant" named in the Master Lease providedLease, however, that and "Subleased Premises" being substituted for the term “Landlord” "Premises" named in the following Paragraphs of Master Lease, except for Xxxxxxxxxx 0, 0, 0, 0, 0 xxx 0, Xxxxxxxxx 26(g), the Master Lease (i) shall mean Master Landlord, not Sublandlord: the second last sentence of the second paragraph of 7 (Use), 10 (Parking), 11 (Utilities and Services), 13 (Landlord’s Repairs), the first paragraph of 17 (InsuranceParagraph 28, Paragraph 30, Paragraph 34(b), 22 (Assignment Xxxxxxxxx 00, Xxxxxxxxx 38, Xxxxxxxxx 00, Xxxxxxxxx 41, Exhibits A, A-1, B, and Subletting) and 36 (Limitation on Landlord’s Liability)C of the Lease; the First Amendment in its entirety; the Second Amendment in its entirety; and (ii) shall mean both Master Landlord all references to "Building 3 and Sublandlord: 7 (Use) except as provided above5" in the Third Amendment, 9 (Taxesand Section 2, Section 4(b)(iii), 12 (Alterations4(b)(iv), 14 (Tenant’s RepairsSection 4(c), 15 (Mechanic’s LiensSection 5, Section 6(ii), Section 8, Section 9, Section 10, Section 13, Section 14, Section 15 and Section 16 (Indemnification)of the Third Amendment, 17 (Insurance) excluding the first paragraph, 20 (Events of Default), 21 (Landlord’s Remedies), 23 (Estoppel Certificate), 26 (Rules and Regulations), 27 (Subordination), 29 (Waiver of Jury Trial), 30 (Environmental Requirements), 31 (Tenant’s Remedies/Limitations of Liability) with respect to the first two paragraphs only, 32 (Inspection and Access), 33 (Security), 34 (Force Majeure), and 38 (Signs; Exterior Appearance). It is further understood that where reference is made in the Master Lease to the “Premises,” the same shall mean the Sublease Premises as defined herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; and where reference is made to the “Lease,” the same shall mean which are hereby deleted from this Sublease. The parties specifically agree that any provisions relating Except as so excluded, inapplicable or modified, all acts and obligations to any construction obligations be performed and all of “Landlord” the terms and conditions to be observed by Sublandlord as Tenant under the Master Lease with respect to construction that occurred or was to have occurred prior to the Commencement Date hereof, are hereby deleted. Sublandlord shall not be liable to Subtenant for any failure by Master Landlord to perform its obligations under the Master Lease, nor shall such failure by Master Landlord excuse performance by Subtenant of its obligations hereunder; provided, however, that Sublandlord shall use its commercially reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease. Anything in the Master Lease Premises shall be performed and observed by Subtenant with respect to the contrary notwithstanding, the liability of Sublandlord for its obligations under this Sublease is limited solely to Sublandlord’s interest in the Master Lease, and no personal liability shall at any time be asserted or enforceable against any other assets of Sublandlord or against Sublandlord’s stockholders, directors, officers or partners on account of any of Sublandlord’s obligations or actions under this SubleaseSubleased Premises.

Incorporation of Master Lease. (a) All Subject to the express rights, duties, obligations of Sublessor and Sublessee as set forth in this Sublease, all provisions of the terms Master Lease are incorporated herein by reference, which provisions are to be construed in accordance with Section 24.1 above; provided, however, (i) no such incorporated provision shall be construed to give Sublessor any rights or privileges or create any duty or obligation with respect to the Premises which are reserved to the Master Landlord alone or owner of the Premises alone as the fee owner thereof or otherwise, including, but not limited to, provisions regarding repair or restoration of the Premises, control of common areas, surrender of Sublessee’s alterations and improvements, or termination of the Master Lease upon damage or destruction, (ii) no such incorporated provision shall be construed as creating an indemnity obligation of Sublessor other than that which arises out of the act or omission of Sublessor and its agents, employees and contractors, and (iii) the provisions of the following paragraphs of the Master Lease are specifically excluded from the preceding general incorporation: paragraphs 1; 2; 4 (but excepting the second paragraph thereof); 5, 7; 8 (first sentence thereof only); 10 (but excepting the first paragraph thereof); 12 (but excepting the first sentence and second paragraph thereof); 13; 18 (but excepting the first paragraph thereof); 19 (but excepting the first paragraph thereof); 20; 26; 28 through 32; 37 through 39; 41; 43 (but excepting the first sentence thereof); and 45 (but only as to that provision on page 28 that states “If Landlord fails to perform any obligation required under this Lease or by law or governmental regulation, Tenant in its sole discretion may, after providing any required notice and after allowing any applicable cure period to elapse, perform such obligation, in which event Landlord shall pay Tenant as additional rent all sums paid by Tenant in connection with such substitute performance within ten (10) days following Tenant’s written notice for such payment, failing which Tenant shall be entitled to all remedies available at law or in equity.”); Exhibit B, Exhibit C, Exhibit D and Exhibit E. Sublessee acknowledges and agrees that it has been provided with a copy of the Master Lease, except as expressly modified in this Sublease or as provided in subsection (b), are incorporated into and made a part of this Sublease, that it accepts the terms and the rights and obligations of the parties under the Master Lease are hereby imposed upon the parties hereto with respect to the Sublease Premises, the Sublandlord being substituted for the Landlord in the Master Lease, the Subtenant being substituted for the Tenant in the Master Lease provided, however, that the term “Landlord” in the following Paragraphs of the Master Lease (i) shall mean Master Landlord, not Sublandlord: the second sentence of the second paragraph of 7 (Use), 10 (Parking), 11 (Utilities and Services), 13 (Landlord’s Repairs), the first paragraph of 17 (Insurance), 22 (Assignment and Subletting) and 36 (Limitation on Landlord’s Liability); and (ii) shall mean both Master Landlord and Sublandlord: 7 (Use) except as provided above, 9 (Taxes), 12 (Alterations), 14 (Tenant’s Repairs), 15 (Mechanic’s Liens), 16 (Indemnification), 17 (Insurance) excluding the first paragraph, 20 (Events of Default), 21 (Landlord’s Remedies), 23 (Estoppel Certificate), 26 (Rules and Regulations), 27 (Subordination), 29 (Waiver of Jury Trial), 30 (Environmental Requirements), 31 (Tenant’s Remedies/Limitations of Liability) with respect to the first two paragraphs only, 32 (Inspection and Access), 33 (Security), 34 (Force Majeure), and 38 (Signs; Exterior Appearance). It is further understood that where reference is made in the Master Lease to the “Premises,” the same shall mean the Sublease Premises as defined herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; and where reference is made to the “Lease,” the same shall mean this Sublease. The parties specifically agree that any provisions relating to any construction obligations of “Landlord” under the Master Lease with respect to construction that occurred or was to have occurred prior to the Commencement Date hereof, are hereby deleted. Sublandlord shall not be liable to Subtenant for any failure by Master Landlord to perform its obligations under the Master Lease, nor shall such failure by Master Landlord excuse performance by Subtenant of its obligations hereunder; provided, however, that Sublandlord shall use its commercially reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease. Anything in the Master Lease to the contrary notwithstanding, the liability of Sublandlord for its obligations under this Sublease is limited solely to Sublandlord’s interest in the Master Lease, and no personal liability shall at any time be asserted or enforceable against any other assets of Sublandlord or against Sublandlord’s stockholders, directors, officers or partners on account of any of Sublandlord’s obligations or actions under this Subleaseconditions set forth therein.

Incorporation of Master Lease. (a) All Subtenant shall observe and perform the terms, covenants, conditions and agreements of the terms and provisions of Master Lease which Sublandlord is required to observe or perform with respect to the Premises as tenant under the Master Lease, except for the covenant of Sublandlord to pay Master Landlord the rent or other charges due under the Master Lease and except as expressly such terms, covenants, conditions and agreements are modified hereby or are inconsistent with the terms of this Sublease. Subtenant shall not do or permit to be done any act which would result in a violation of any of the terms, covenants and conditions of the Master Lease. Except as otherwise provided in this Sublease or as provided to the extent inconsistent with the terms of this Sublease (in subsection (bwhich case the terms of this Sublease shall control), are incorporated into and made a part of this Sublease, and the rights and obligations all of the parties under terms and conditions of the Master Lease are hereby imposed upon incorporated herein by reference (and modified by the parties hereto with respect to the Sublease Premises, the Sublandlord being substituted for the Landlord in the Master Lease, the Subtenant being substituted for the Tenant in the Master Lease provided, however, that the term “Landlord” in the following Paragraphs of the Master Lease (i) shall mean Master Landlord, not Sublandlord: the second sentence of the second paragraph of 7 (Use), 10 (Parking), 11 (Utilities and Services), 13 (Landlord’s Repairs), the first paragraph of 17 (Insurance), 22 (Assignment and Subletting) and 36 (Limitation on Landlord’s Liability); and (ii) shall mean both Master Landlord and Sublandlord: 7 (Use) except as provided above, 9 (Taxes), 12 (Alterations), 14 (Tenant’s Repairs), 15 (Mechanic’s Liens), 16 (Indemnification), 17 (Insurance) excluding the first paragraph, 20 (Events of Default), 21 (Landlord’s Remedies), 23 (Estoppel Certificate), 26 (Rules and Regulations), 27 (Subordination), 29 (Waiver of Jury Trial), 30 (Environmental Requirements), 31 (Tenant’s Remedies/Limitations of Liability) with respect to the first two paragraphs only, 32 (Inspection and Access), 33 (Security), 34 (Force Majeure), and 38 (Signs; Exterior Appearance). It is further understood that where reference is made in the Master Lease to the “Premises,” the same shall mean the Sublease Premises as defined herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; and where reference is made to the “Lease,” the same shall mean this Sublease. The parties specifically agree that any provisions relating to any construction obligations of “Landlord” under the Master Lease with respect to construction that occurred or was to have occurred prior to the Commencement Date terms hereof, are hereby deleted. Sublandlord shall not be liable to Subtenant for any failure by Master Landlord to perform its obligations under the Master Lease, nor shall such failure by Master Landlord excuse performance by Subtenant of its obligations hereunderif applicable); provided, however, that Sublandlord (a) the term “Landlord” shall use its commercially reasonable efforts be deemed to cause Master Landlord refer to perform its obligations under Sublandlord; (b) the Master term “Tenant” shall be deemed to refer to “Subtenant”; (c) the phrase “this Lease. Anything in ” shall be deemed to refer to “this Sublease”; (d) the term “Term” shall be deemed to refer to the Term of this Sublease; (e) the term “Premises” shall refer to the Sublet Portion only and (f) the following provisions of the Master Lease shall not be incorporated herein- 1, 2.1, 2.2, 3, 6.1, 6.3, 7.7, 12, 13.1.1, 13.1.2, 13,2, 16.3, 20.1, 20.2, 20.3, 20.4, 20.6, 20.7, 22, 36, 38, 39, 40. 41, 42, 43, 44.7, Exhibit D, Exhibit F, Exhibit H and Exhibit I, provided that Sublandlord shall have no liability for Master Landlord’s failure to comply with the contrary notwithstanding, the liability terms of Sublandlord for its obligations under this Sublease is limited solely to Sublandlord’s interest in Section 10.2 of the Master Lease, and no personal liability shall at any time be asserted or enforceable against any other assets of Sublandlord or against Sublandlord’s stockholders, directors, officers or partners on account of any of Sublandlord’s obligations or actions under this SubleaseLease except as set forth in Section 6.8 below.

Incorporation of Master Lease. (a) All Except as otherwise provided herein, all of the terms and provisions of the Master Lease, except as expressly modified in this Sublease or as provided in subsection (b), Lease are incorporated into and made a part of this Sublease, Sublease and the rights and obligations of the parties under the Master Lease are hereby imposed upon the parties hereto with respect to the Sublease Premises, the Sublandlord being substituted for the Landlord "Landlord" in the Master Lease, the Subtenant being substituted for the Tenant "Tenant" in the Master Lease Lease, and this Sublease being substituted for the "Lease" in the Master Lease, provided, however, that the term “"Landlord” " in the following Paragraphs of the Master Lease (iSections 1.2 and 12.1(a) shall mean Master Landlord, not Sublandlord: the second sentence of the second paragraph of 7 (Use), 10 (Parking), 11 (Utilities and Services), 13 (Landlord’s Repairs), the first paragraph of 17 (Insurance), 22 (Assignment and Subletting) and 36 (Limitation on Landlord’s Liability); and (ii) shall mean both Master Landlord and Sublandlord: 7 (Use) except as provided above, 9 (Taxes), 12 (Alterations), 14 (Tenant’s Repairs), 15 (Mechanic’s Liens), 16 (Indemnification), 17 (Insurance) excluding the first paragraph, 20 (Events of Default), 21 (Landlord’s Remedies), 23 (Estoppel Certificate), 26 (Rules and Regulations), 27 (Subordination), 29 (Waiver of Jury Trial), 30 (Environmental Requirements), 31 (Tenant’s Remedies/Limitations of Liability) with respect to the first two paragraphs only, 32 (Inspection and Access), 33 (Security), 34 (Force Majeure), and 38 (Signs; Exterior Appearance). It is further understood that where reference is made in the Master Lease to the “Premises,” the same shall mean the Sublease Premises as defined herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; and where reference is made to the “Lease,” the same shall mean this Sublease. The parties specifically agree that any provisions relating to any construction obligations of “"Landlord” " under the Master Lease with respect to construction that occurred or was to have occurred prior to the Commencement Date hereof, are hereby deleted. Sublandlord shall not be liable to Subtenant for any failure by Master Landlord to perform its obligations under the Master Lease, nor shall such failure by Master Landlord excuse performance by Subtenant of its obligations hereunder; provided, however, that Sublandlord shall use its commercially reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease. Anything in the Master Lease to the contrary notwithstanding, the liability of Sublandlord for its obligations under this Sublease is limited solely to Sublandlord’s interest in the Master Lease, and no personal liability shall at any time be asserted or enforceable against any other assets of Sublandlord or against Sublandlord’s 's stockholders, directors, officers or partners on account of any of Sublandlord’s 's obligations or actions under this Sublease. The following Sections of the Master Lease are not incorporated herein: 1.1(a), 2.1, 2.2, 2.3, 2.4, 2.6, 3.1, 4.1, Article 5, Article 6, Article 7, Article 9, Article 11 (except Section 11.4, which is incorporated), Sections 12.1(b) and 12.2(c), Section 13.1, Section 15.1, Article 17, Section 20.1, 21.15, 21.16 and Exhibits A-E. (b) Subtenant hereby agrees to indemnify and hold harmless Sublandlord from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) incurred by Sublandlord arising out of, from or in connection with (i) the use or occupancy of the Premises by Subtenant, (ii) Subtenant's negligence or willful misconduct causing damage to the Equipment or the built-in equipment located in or serving the Sublease Premises, (iii) any breach or default by Subtenant under this Sublease or (iv) the failure of Subtenant to perform any obligation under the terms and provisions of the Master Lease assumed by Subtenant hereunder or required to be performed by Subtenant as provided herein, from and after the Commencement Date of this Sublease.

Incorporation of Master Lease. (a) All of the terms and provisions of the Master Lease, except as expressly modified in this Sublease or as provided in subsection (b)) below, are incorporated into and made a part of this Sublease, and the rights and obligations of the parties under the Master Lease are hereby imposed upon the parties hereto with respect to the Sublease Premises, the Sublandlord being substituted for the Landlord in the Master Lease, the Subtenant being substituted for the Tenant in the Master Lease provided, however, that the term “Landlord” in the following Paragraphs sections of the Master Lease (i) shall mean Master Landlord, not Sublandlord: the second sentence of the second paragraph of 7 (UseSection 10.D., Section ll.C.(i), 10 (Parking)Section 21.C. and 21D, 11 (Utilities Section 23.A., 23.B. and Services)23.C., 13 (Landlord’s Repairs)Section 27.A. and 27.B., the first paragraph of 17 (Insurance)Section 34 , 22 (Assignment and Subletting) and 36 (Limitation on Landlord’s Liability); and (ii) shall mean both Master Landlord and Sublandlord: 7 Section 3.I. and 0.XX., Section 5.N., 5.T., 5.U., 5.W., and 0.XX., Section 8, Section ll.B. and ll.C. (Useii) except as provided above, 9 and (Taxesiii), 12 Section 12, Section 13, Section 14, Section 17, Section 18, Section 19, Section 20, Section 21 (Alterationsexcepting 21.C. and 21.D.), 14 (Tenant’s Repairs)Section 22, 15 (Mechanic’s Liens), 16 (Indemnification), 17 (Insurance) excluding the first paragraph, 20 (Events of Default), 21 (Landlord’s Remedies), 23 (Estoppel Certificate), 26 (Rules and Regulations), 27 (Subordination), 29 (Waiver of Jury Trial), 30 (Environmental Requirements), 31 (Tenant’s Remedies/Limitations of Liability) with respect to the first two paragraphs only, 32 (Inspection and Access), 33 (Security), 34 (Force Majeure)23.D., and 23.E., Section 24, Section 25, Section 26, Section 27.C., Sections 29 through 33 and Sections 38 (Signs; Exterior Appearance)through 40. It is further understood that where reference is made in the Master Lease to the “Premises,” the same shall mean the Sublease Premises as defined herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; and where reference is made to the “Lease,” the same shall mean this SubleaseSublease as defined herein; and where reference is made to Monthly Rent, the same shall mean the “Rent” as defined herein. The parties specifically agree that any provisions relating to any construction obligations of “Landlord” under the Master Lease with respect to construction that occurred or was to have occurred prior to the Commencement Date hereof, are hereby deleted. Sublandlord shall not be liable to Subtenant for any failure by Master Landlord to perform its obligations under the Master Lease, nor shall such failure by Master Landlord excuse performance by Subtenant of its obligations hereunder; provided, however, that Sublandlord shall use its commercially reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease. Anything in the Master Lease to the contrary notwithstanding, the liability of Sublandlord for its obligations under this Sublease is limited solely to Sublandlord’s interest in the Master Lease, and no personal liability shall at any time be asserted or enforceable against any other assets of Sublandlord or against Sublandlord’s stockholders, directors, officers or partners on account of any of Sublandlord’s obligations or actions under this Sublease.,

Incorporation of Master Lease. (a) All of To the terms and provisions of the Master Lease, except as expressly modified in this Sublease or as provided in subsection (b), are incorporated into and made a part of this Sublease, and the rights and obligations of the parties under the Master Lease are hereby imposed upon the parties hereto with respect extent applicable to the Sublease Premises, the Sublandlord being substituted Master Lease is incorporated into this Sublease in its entirety as if fully set forth herein, except that the following provisions thereto are expressly excluded in their entirety from the Sublease: (i) Sections 2, 3, 20 and 31 of, and Exhibit B to, the Original Lease; (ii) Sections 1, 3, 7, 8, 20, 21, 22, 23 and 24 of the First Addendum; (iii) Sections 20 and 22 of, and Exhibit B to, the Third Addendum; (iv) Sections 20 and 22 of, and Exhibit B to, the Fourth Addendum; (v) Sections 20 and 22 of the Fifth Addendum; (vi) Sections 20 and 22 of the Sixth Addendum; and (vii) Sections 3 and 4 of the Seventh Addendum. Notwithstanding the immediately preceding sentence, if Sublessee "holds-over", then in addition to those provisions of the Master Lease incorporated pursuant to the immediately preceding sentence, the following provisions shall be incorporated into this Sublease as if fully set forth herein and Sublessee shall be solely responsible for all amounts payable by Sublessor to Master Landlord under the Master Lease: (a) Sections 3 and 20 of the Original Lease; (b) Sections 7 and 8 of the First Addendum; (c) Section 20 of each of the Third Addendum, Fourth Addendum, Fifth Addendum and Sixth Addendum; and (d) Sections 3 and 4 of the Seventh Addendum. If any provision of this Sublease expressly conflicts with any provision of the Master Lease as incorporated herein, the terms of this Sublease shall govern. Sublessee shall assume and perform for the benefit of Sublessor and Master Landlord in the Tenant's obligations under the Master Lease provisions incorporated herein to the extent that the provisions are applicable to the Sublease Premises. Whenever the Master Lease requires the approval or consent of Master Landlord, Sublessee shall be required to obtain the approval or consent of both Sublessor and Master Landlord. Whenever the Master Lease requires Tenant to submit, exhibit to, supply or provide Master Landlord with evidence, certificates, or any other matter or thing, Sublessee shall submit, exhibit to, supply or provide, as the case may be, the same to both Master Landlord and Sublessor. In any such instance, Sublessor shall reasonably determine if such evidence, certificate or other matter or thing shall be satisfactory. Sublessee acknowledges that it has reviewed the Master Lease and is familiar with the terms and conditions thereof. Neither Sublessor nor Sublessee shall do or permit to be done anything which would constitute a violation or breach of any of the terms or conditions of the Master Lease, the Subtenant being substituted for the Tenant in the Master Lease provided, however, that the term “Landlord” in the following Paragraphs of the Master Lease (i) shall mean Master Landlord, not Sublandlord: the second sentence of the second paragraph of 7 (Use), 10 (Parking), 11 (Utilities and Services), 13 (Landlord’s Repairs), the first paragraph of 17 (Insurance), 22 (Assignment and Subletting) and 36 (Limitation on Landlord’s Liability); and (ii) shall mean both Master Landlord and Sublandlord: 7 (Use) except as provided above, 9 (Taxes), 12 (Alterations), 14 (Tenant’s Repairs), 15 (Mechanic’s Liens), 16 (Indemnification), 17 (Insurance) excluding the first paragraph, 20 (Events of Default), 21 (Landlord’s Remedies), 23 (Estoppel Certificate), 26 (Rules and Regulations), 27 (Subordination), 29 (Waiver of Jury Trial), 30 (Environmental Requirements), 31 (Tenant’s Remedies/Limitations of Liability) with respect to the first two paragraphs only, 32 (Inspection and Access), 33 (Security), 34 (Force Majeure), and 38 (Signs; Exterior Appearance). It is further understood that where reference is made in or which would cause the Master Lease to the “Premises,” the same shall mean the Sublease Premises as defined herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; and where reference is made to the “Lease,” the same shall mean this Sublease. The parties specifically agree that any provisions relating to any construction obligations of “Landlord” under the Master Lease with respect to construction that occurred be terminated or was to have occurred prior to the Commencement Date hereof, are hereby deleted. Sublandlord shall not be liable to Subtenant for any failure by Master Landlord to perform its obligations under the Master Lease, nor shall such failure by Master Landlord excuse performance by Subtenant of its obligations hereunder; provided, however, that Sublandlord shall use its commercially reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease. Anything in the Master Lease to the contrary notwithstanding, the liability of Sublandlord for its obligations under this Sublease is limited solely to Sublandlord’s interest in the Master Lease, and no personal liability shall at any time be asserted or enforceable against any other assets of Sublandlord or against Sublandlord’s stockholders, directors, officers or partners on account of any of Sublandlord’s obligations or actions under this Subleaseforfeited.