Common use of Incorporation of Prime Lease Clause in Contracts

Incorporation of Prime Lease. Sublandlord’s rights in and to the Sublease Premises are governed by the Prime Lease. This Sublease shall be subject and subordinate in all respects to the Prime Lease, and all of the terms, covenants and conditions of the Prime Lease shall be, except as otherwise expressly provided in this Sublease, incorporated by reference into this Sublease as if completely set forth herein. Such incorporated terms, conditions, covenants and obligations of the Prime Lease are hereby incorporated by reference herein as if Sublandlord were the “Landlord” thereunder and Subtenant were the “Tenant” thereunder, provided that the Subtenant’s obligation for Base Rent, Expenses and Taxes shall be as provided in Section 5 of this Sublease. Subtenant hereby accepts this Sublease and the Sublease Premises and hereby agrees to perform each of the terms, conditions, covenants and obligations of the Prime Lease incorporated in this Sublease, which are binding on the “Tenant” thereunder with respect to the Sublease Premises during the Term. If Subtenant breaches any term, covenant or condition of this Sublease, Sublandlord shall have all the rights and remedies against Subtenant as would be available to Prime Landlord under the Prime Lease. Subtenant shall promptly furnish Sublandlord with copies of all notices relating to the Sublease Premises, which Subtenant shall receive from Prime Landlord. Notwithstanding the foregoing, Subtenant expressly agrees and acknowledges that Sublandlord shall not be obligated to perform, and shall not be liable for the performance by Prime Landlord of any of the covenants and obligations of Prime Landlord under the Prime Lease or as incorporated into this Sublease and that Subtenant shall have no claim against Sublandlord by reason of any default by Prime Landlord In performing such covenants and obligations.

Incorporation of Prime Lease. Except as otherwise expressly provided herein, Sublandlord grants to Subtenant, to share in common with Sublandlord’s rights in , all of Sublandlord's rights, benefits, and interests with respect to the Sublet Premises, and Subtenant agrees to accept from Sublandlord and hereby assumes all of Sublandlord's obligations and burdens under the Prime Lease with respect to the Sublet Premises, as if all of such rights and obligations were set forth herein in their entirety; provided that the terms and conditions of this Sublease Premises shall be controlling whenever the terms and conditions of the Prime Lease are governed by contradictory to or inconsistent with terms and conditions hereof, and provided further that those provisions of the Prime Lease which are protective and for the benefit of the Landlord shall in this Sublease be deemed to be protective and for the benefit of both the Landlord and Sublandlord and any obligation of Sublandlord to restore any of its alterations on surrender shall not be the obligation of Subtenant. All of the terms and provisions of the Prime Lease. This , except as superseded by this Sublease, are incorporated into and made a part of this Sublease shall be subject and subordinate the rights and obligations of the parties under the Prime Lease are hereby imposed upon the parties hereto with respect to the Sublet Premises, Sublandlord being substituted for the "Landlord" in all respects to the Prime Lease, and all of Subtenant being substituted for the "Tenant" in the Prime Lease. It is further understood that where reference is made in the Prime Lease to the "Premises," the same shall mean the Sublet 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. Notwithstanding the foregoing sentence, the terms, covenants and conditions of the Prime Lease shall be, except as otherwise expressly provided in this Sublease, incorporated by reference into this Sublease as if completely set forth herein. Such incorporated terms, conditions, covenants and obligations following Sections of the Prime Lease are hereby incorporated by reference herein as if Sublandlord were the “Landlord” thereunder and Subtenant were the “Tenant” thereunder, provided that the Subtenant’s obligation for Base Rent, Expenses and Taxes shall be as provided in Section 5 of expressly deleted from this Sublease; Sections 3.02, 14.01, 19.02 and 26.01. Subtenant hereby accepts this Sublease represents that it has read and is familiar with the Sublease Premises and hereby agrees to perform each of the terms, conditions, covenants and obligations terms of the Prime Lease incorporated in this Sublease, which are binding on the “Tenant” thereunder with respect to the Sublease Premises during the Term. If Subtenant breaches any term, covenant or condition of this Sublease, Sublandlord shall have all the rights and remedies against Subtenant as would be available to Prime Landlord under the Prime Lease. Subtenant shall promptly furnish Sublandlord with copies of all notices relating to the Sublease Premises, which Subtenant shall receive from Prime Landlord. Notwithstanding the foregoing, Subtenant expressly agrees and acknowledges that Sublandlord shall not be obligated to perform, and shall not be liable for the performance by Prime Landlord of any of the covenants and obligations of Prime Landlord under the Prime Lease or as incorporated into this Sublease and that Subtenant shall have no claim against Sublandlord by reason of any default by Prime Landlord In performing such covenants and obligations.

Incorporation of Prime Lease. SublandlordThis Sublease and Subtenant’s rights in and to the Sublease Premises are governed by the Prime Lease. This under this Sublease shall at all times be subject to and subordinate in is made upon all respects to of the terms, covenants, and conditions of the Prime Lease, with the same force and effect as if fully set forth herein at length, and except as otherwise expressly provided for in this Sublease, Subtenant shall keep, observe and perform or cause to be kept, observed and performed, faithfully all of the those terms, covenants and conditions of Sublandlord under the Prime Lease shall be, except as otherwise expressly provided in this Sublease, incorporated by reference into this Sublease as if completely set forth herein. Such incorporated terms, conditions, covenants and obligations of the Prime Lease are hereby incorporated by reference herein as if Sublandlord were the “Landlord” thereunder and Subtenant were the “Tenant” thereunder, provided that the Subtenant’s obligation for Base Rent, Expenses and Taxes shall be as provided in Section 5 of this Sublease. Subtenant hereby accepts this Sublease and the Sublease Premises and hereby agrees to perform each of the terms, conditions, covenants and obligations of the Prime Lease incorporated in this Sublease, which are binding on the “Tenant” thereunder with respect to the Sublease Premises during the TermDemised Premises. If Subtenant breaches The parties specifically agree that any term, covenant or condition provisions relating to any construction obligations of this Sublease, Sublandlord shall have all the rights and remedies against Subtenant as would be available to “Prime Landlord Landlord” under the Prime Lease. Subtenant , are hereby deleted; provided, however, the foregoing provision shall promptly furnish Sublandlord with copies of all notices relating in no way be construed as limiting Sublandlord’s obligation to use commercially reasonable, good faith efforts to enforce, pursuant to Section 9(b) below, the Sublease Premises, which Subtenant shall receive from Prime Landlord. Notwithstanding the foregoing, Subtenant expressly agrees and acknowledges that Sublandlord shall not be obligated to perform, and shall not be liable for the performance by Prime Landlord of any of the covenants and obligations of Prime Landlord under the Prime Lease or as incorporated into Lease, including, without limitation, the obligations of Prime Landlord set forth in Section 8(a) of the Prime Lease. For the purposes of this Sublease and for purposes of the Prime Lease as applied to the Subtenant, all references to the Premises in the Prime Lease shall be deemed to refer only to the Demised Premises, all references to the “Term” or “initial Term” therein shall refer to the Term under this Sublease, all references to “Landlord” therein shall, except as provided otherwise herein and subject to the first sentence of Section 9(b) of this Sublease, refer to Sublandlord, excluding any such references to “Landlord” under Article 40 of the Prime Lease and further excluding any liabilities assumed by Landlord under the Prime Lease that are not expressly assumed by Sublandlord hereunder; and all references to “Tenant” therein shall refer to Subtenant except as expressly set forth herein. In addition, all representations, warranties, and obligations of Tenant with respect to “Tenant Improvements” under the Prime Lease shall have no claim against Sublandlord by reason be deemed to be representations, warranties, and obligations of any default by Subtenant with respect to the “Initial Improvements” under this Sublease. Notwithstanding the foregoing, the following provisions of the Prime Landlord Lease are hereby expressly excluded and shall not be incorporated in this Sublease: Basic Lease Information pertaining to Tenant, Tenant’s Address, the permitted uses of the Demised Premises, Scheduled Occupancy Date, Scheduled Rent Commencement Date, Expiration Date, Monthly Base Rent, Base Rent Adjustments, Security Deposit, Broker and Broker’s Fees; Sections 1(b); 3 (except that the definition of “Occupancy Date” in Section 3(a) is incorporated herein, all but the first three (3) sentences of Section 3(b) are incorporated herein but are subject to the limitations set forth in Section 9(b) of this Sublease; Section 4(b); subsection (iii) in Section 13, subsection (iii) in Section 21(a); 21(b); 21(e)(2); 34; 38, 39; 40(d), 43, 44, and Exhibit “D”. In performing such covenants addition, (1) references to “Tenant” in the first sentence of Section 4(a)(1) shall mean only Sublandlord; and obligations.(2) references to “Landlord” in Section 1(d),

Incorporation of Prime Lease. Sublandlord’s rights in and to Insofar as the Sublease Premises are governed by the Prime Lease. This Sublease shall be subject and subordinate in all respects to the Prime Lease, and all of the terms, covenants and conditions provisions of the Prime Lease shall be, except as otherwise expressly provided in do not conflict with specific provisions of this Sublease, such provisions (except for the Excluded Provisions listed below) are incorporated by this reference into this Sublease as fully as if completely set forth restated herein. Such incorporated termsSubject to the preceding sentence, conditions, covenants and obligations Sublessee shall be bound by all the provisions of the Prime Lease are hereby incorporated by reference herein as if Sublandlord were pertaining to the “Landlord” thereunder and Subtenant were the “Tenant” thereunder, provided that the Subtenant’s obligation for Base Rent, Expenses and Taxes shall be as provided in Section 5 of this Sublease. Subtenant hereby accepts this Sublease and the Sublease Subleased Premises and hereby agrees shall perform all of the obligations and responsibilities that Sublessor is obligated to perform each of the terms, conditions, covenants and obligations of pursuant to the Prime Lease incorporated in this Sublease, which are binding on the “Tenant” thereunder with respect pertaining to the Subleased Premises from and after the Sublease Premises during Commencement Date. Therefore, for the Term. If Subtenant breaches any term, covenant or condition purposes of this Sublease, Sublandlord wherever in the Prime Lease the word “Landlord” is used, it shall have all mean Sublessor, and wherever in the rights and remedies against Subtenant as would be available Prime Lease the word “Tenant” is used, it shall mean Sublessee, provided, however, the word “Landlord” shall mean (i) Prime Landlord, not Sublessor, with respect to any provisions in the Prime Lease relating to Prime Landlord under the Prime Lease. Subtenant shall promptly furnish Sublandlord with copies of all notices Landlord’s representations, warranties or obligations relating to the Sublease Premisescompliance of the Subleased Premises (or portions thereof) or any portion of the Building with any laws, which Subtenant shall receive from or any repair, restoration, replacement, maintenance or alteration obligations on the part of Prime Landlord. Notwithstanding ; any provisions relating to Prime Landlord’s obligation to maintain insurance; provisions relating to Prime Landlord’s indemnification obligations; any provisions relating to Prime Landlord’s representations, warranties or obligations relating to the foregoingexistence of hazardous materials on, Subtenant expressly agrees and acknowledges that Sublandlord shall not be obligated to performat, and shall not be liable for in, under or about the performance by Prime Landlord of Subleased Premises; any of remedial work or other obligations on the covenants and obligations part of Prime Landlord under the Prime Lease or as incorporated into this Sublease relating thereto; any obligation to pay any tenant allowance; and that Subtenant shall have no claim against Sublandlord by reason of any default by Prime Landlord In performing such covenants and obligationsobligation to obtain a non-disturbance agreement from any mortgagee.

Incorporation of Prime Lease. Sublandlord’s rights in and to the Sublease Premises are governed by the Prime Lease. This Sublease shall be subject and subordinate in all respects to the Prime Lease, and all of the terms, covenants and conditions of the Prime Lease shall be, except Except as otherwise expressly provided in this Subleaseherein, incorporated by reference into this Sublease as if completely set forth herein. Such incorporated terms, conditions, covenants and obligations the provisions of the Prime Lease are hereby incorporated by reference herein into this Sublease, and Sublandlord grants to Subtenant, to share in common with Sublandlord, all of Sublandlord's rights, benefits, and interests with respect to the Sublet Premises, and Subtenant agrees to accept from Sublandlord and hereby assumes all of Sublandlord's obligations and burdens under the Prime Lease with respect to the Sublet Premises during the Sublease Term and such further time, if any, as Subtenant is deemed to be holding over as provided in Section 15 below, as if Sublandlord all of such rights and obligations were the “Landlord” thereunder and Subtenant were the “Tenant” thereunderset forth herein in their entirety, provided that the Subtenant’s obligation for Base Rent, Expenses terms and Taxes conditions hereof shall be as provided in Section 5 of this Sublease. Subtenant hereby accepts this Sublease controlling whenever the terms and the Sublease Premises and hereby agrees to perform each of the terms, conditions, covenants and obligations conditions of the Prime Lease are contradictory to or inconsistent with the terms and conditions hereof, and provided further that those provisions of the Prime Lease which are protective and for the benefit of the Landlord shall in this Sublease be deemed to be protective and for the benefit of the Landlord and Sublandlord, that references therein to "Landlord" and "Tenant" shall be deemed to refer to "Sublandlord" and "Subtenant", respectively, that references therein to "this Lease" shall be deemed to refer to "this Sublease," that references therein to the "Premises" shall be deemed to refer to the "Sublet Premises," that references to the "Term" shall be deemed to refer to the "Sublease Term," all as defined herein.. Notwithstanding the foregoing provisions of this subsection 12a, the terms, covenants and conditions of the following Sections of the Prime Lease shall not apply to nor be deemed incorporated in by reference into, this Sublease, which are binding on the “Tenant” thereunder with respect nor shall Subtenant have any rights or obligations to the Sublease Premises during the Term. If Sublandlord or Landlord thereunder, nor shall Landlord or Sublandlord have any obligations to Subtenant breaches any term, covenant or condition of this Sublease, Sublandlord shall have all the rights and remedies against Subtenant as would be available to Prime Landlord under the Prime Lease. Subtenant shall promptly furnish Sublandlord with copies of all notices relating to the Sublease Premises, which Subtenant shall receive from Prime Landlord. Notwithstanding the foregoing, Subtenant expressly agrees and acknowledges that Sublandlord shall not be obligated to perform, and shall not be liable for the performance by Prime Landlord of any of the covenants and obligations of Prime Landlord under the Prime Lease or as incorporated into this Sublease and that Subtenant shall have no claim against Sublandlord by reason of any default by Prime Landlord In performing such covenants and obligations.thereunder:

Incorporation of Prime Lease. Sublandlord’s rights in and to the Sublease Premises are governed by the The Prime Lease. This Sublease shall be subject and subordinate Lease is senior in all respects to the Prime Lease, and all of the terms, covenants and conditions of the Prime Lease shall be, except this Sublease. Except as otherwise expressly provided in this SubleaseAgreement, incorporated by reference into this Sublease as if completely set forth herein. Such incorporated terms, conditions, covenants all provisions and obligations Exhibits of the Prime Lease hereby are hereby incorporated by reference herein and made a part hereof, to the extent applicable to this Sublease or the Subleased Premises, with the same force and effect as if Sublandlord were the “Landlord” thereunder set forth expressly herein (it being acknowledged that Exhibits C, F, G and Subtenant were the “Tenant” thereunderH shall not apply to Subtenant). Except as otherwise required under this Agreement, provided that the Subtenant’s obligation for Base Rent, Expenses and Taxes shall be as provided in Section 5 of this Sublease. Subtenant hereby accepts this Sublease and the Sublease Premises and hereby agrees to perform each of the terms, conditions, all covenants and obligations of the provisions to be paid or performed by Sublessor to Prime Lease incorporated in this Sublease, which are binding on the “Tenant” thereunder Landlord with respect to the Sublease Subleased Premises during the Term. If Subtenant breaches any term, covenant or condition of this Sublease, Sublandlord shall have all the rights and remedies against Subtenant as would be available to Prime Landlord under the Prime Lease. Subtenant Lease shall promptly furnish Sublandlord with copies of all notices relating to the Sublease Premises, which Subtenant shall receive from Prime Landlordbe paid or performed by Subtenant. Notwithstanding the foregoing, in the event of any inconsistency between the provisions of this Sublease and the Prime Lease, Subtenant expressly agrees and acknowledges Sublessor agree that Sublandlord this Sublease shall control as to all matters between Sublessor and Subtenant and the Prime Lease shall control as to all other matters. By way of examples only, (i) any provisions regarding Base Rent and Security Deposits shall be governed solely by this Sublease and (ii) no letter of credit shall be required in connection with Subtenant's sublease of the Subleased Premises. All capitalized terms contained herein which are not otherwise defined shall have the meaning given to them in the Prime Lease. If Subtenant obtains any additional services from the Prime Landlord that are in addition to the services to be obligated provided to performSublessor under the Prime Lease, and such as after hour air-conditioning, Subtenant shall not be liable pay for the performance same at the rates charged therefore by Prime Landlord of any of the covenants and obligations of Prime Landlord under the Prime Lease or as incorporated into this Sublease and that Subtenant shall have no claim against Sublandlord by reason of any default by make such payment to the Prime Landlord In performing such or Sublessor, as Sublessor shall direct. Sublessor covenants and obligationsagrees that it shall not enter into any modification or other agreement with respect to the Prime Lease which would prevent or adversely affect the use by Subtenant of the Subleased Premises in accordance with the terms of this Sublease, increase the obligations of Subtenant or decrease its rights under this Sublease, or in any other way increase the rent or additional rent required to be paid by Subtenant under the terms of this Sublease.

Incorporation of Prime Lease. Sublandlord’s rights in and to the Sublease Premises are governed by the Prime Lease. (a) This Sublease is in all respects, and shall be remain, subject and subordinate to all of the terms and conditions contained in all respects to the Prime Lease, and all of the terms, covenants terms and conditions of the Prime Lease shall beLease, where not expressly inconsistent with the terms hereof and except as otherwise expressly provided in stated herein to the contrary, are hereby incorporated into this Sublease and shall be binding upon Sublandlord and Subtenant with respect to the Premises to the same extent as if Subtenant were named as tenant and Sublandlord as landlord under the Prime Lease. For purposes of this Sublease, incorporated by reference into references in the Prime Lease to the term of lease shall mean the Term of this Sublease and references to the premises, demised premises, or similar references in the Prime Lease shall mean the Premises. Effective as if completely of the Commencement Date, Subtenant hereby assumes all of the obligations of Sublandlord, as the tenant, under the Prime Lease other than the obligation to pay rent as set forth hereinin the Prime Lease. Such incorporated termsSublandlord shall have all of the rights of the Prime Landlord under the Prime Lease as against Subtenant; however, conditions, covenants and obligations Sublandlord will not have the (i) the rights of Prime Landlord set forth in Section 6.3 of the Prime Lease are hereby incorporated by reference herein as if Sublandlord were (said right to be solely the “right of Prime Landlord” thereunder and Subtenant were ), (ii) the “Tenant” thereunder, provided that the Subtenant’s obligation for Base Rent, Expenses and Taxes shall be as provided right to terminate described in Section 5 of this Sublease. Subtenant hereby accepts this Sublease and the Sublease Premises and hereby agrees to perform each of the terms, conditions, covenants and obligations 11.4 of the Prime Lease incorporated (said right to be solely the right of Prime Landlord), (iii) the access rights described in Sections 14.1(a) of the Prime Lease (said right to be solely the right of Prime Landlord; additionally, the right set forth in Section 14.1(b) to enter the Premises to “perform Work of Improvement to the Premises or the Building” shall be the sole right of Prime Landlord and not Sublandlord), and (iv) the protections provided by Section 26.3 of the Prime Lease. Notwithstanding anything in this Sublease, which are binding on the “Tenant” thereunder with respect Sublease to the Sublease Premises during the Term. If Subtenant breaches any term, covenant or condition of this Subleasecontrary, Sublandlord shall have all the right (but no obligation) to enter the Premises to inspect and exercise its cure rights under the Prime Lease (including under Sections 6.4 and remedies against 15.8 of the Prime Lease). Additionally, the parties agree that any Restoration Notice will be issued by Prime Landlord only. Subtenant as would be available expressly acknowledges and agrees to Prime Landlord Landlord’s rights reserved under the Prime Lease. Subtenant shall promptly furnish Sublandlord with copies of all notices relating to the Sublease Premises, which Subtenant shall receive from further agrees that Prime Landlord. Notwithstanding the foregoing, Subtenant expressly agrees and acknowledges that Sublandlord shall not be obligated to perform, and shall not be liable for the performance by Prime Landlord ’s exercise of any of the covenants and obligations of Prime Landlord its rights under the Prime Lease shall not constitute an actual or as incorporated into constructive eviction or relieve Subtenant from any of its obligations under this Sublease and that Subtenant shall have no claim against Sublease, or impose any liability upon Sublandlord by reason of any default by Prime Landlord In performing such covenants and obligationsor its agents.

Incorporation of Prime Lease. Sublandlord’s rights in Except as modified by this Sublease, the Prime Lease is incorporated herein by reference and this Sublease is expressly made subject to all the terms and conditions of the Prime Lease. Any conflict between this Sublease and the Prime Lease shall be governed by this Sublease. Except as otherwise provided herein, Subtenant expressly assumes all obligations under the Prime Lease arising from and after the Sublease Commencement Date and the Subtenant agrees to use the Sublease Premises are governed by in accordance with the terms of the Prime LeaseLease and not do or omit to do anything which will breach any of the terms thereof. Except as specifically provided herein, nothing in this Sublease shall be construed to create a privity of estate or contract between Subtenant and the Prime Landlord. This Sublease shall be expressly subject and subordinate in all respects to the Prime Lease, and all of the terms, covenants and conditions contained in the Prime Lease, except: (a) any and all referenced to and any obligation on the part of Prime Landlord and/or Sublandlord to perform tenant work, construction and/or improvements in respect of the Prime Lease shall beSublease Premises, except as otherwise expressly provided in this Sublease, incorporated by reference into that this Sublease as if completely set forth herein. Such incorporated terms, conditions, covenants and obligations shall be expressly subject to Paragraph 6 of the Prime First Amendment to Lease Agreement and the Exhibits referenced therein, regarding the Approved Alterations, as that term is defined in the First Amendment to Lease Agreement, and the cost of the Approved Alterations and the benefits of the Allowance and Required Payment, as those terms are hereby incorporated by reference herein as if Sublandlord were defined in the “Landlord” thereunder and Subtenant were the “Tenant” thereunderFirst Amendment to Lease Agreement, provided that the Subtenant’s obligation for Base Rent, Expenses and Taxes shall be as provided in Section 5 shared equally by Sublandlord and Subtenant; and (b) all references to any right(s) to surrender any portion of this Sublease. Subtenant hereby accepts this Sublease and the Sublease Premises and hereby agrees to perform each of the terms, conditions, covenants and obligations of the Prime Lease incorporated in this Sublease, which are binding on the “Tenant” thereunder with respect to the Sublease Premises during the TermPremises. If Subtenant breaches any term, covenant or condition of this Sublease, Sublandlord shall have all the rights and remedies against Subtenant as would be available to Prime Landlord under the Prime Lease. Lease fails to perform its obligations, Subtenant shall promptly furnish notify Sublandlord with copies of all notices relating in writing. In such event Sublandlord shall use commercially reasonable efforts to the Sublease Premisescause said Prime Landlord to perform its obligations, which Subtenant shall receive from Prime Landlord. Notwithstanding the foregoing, Subtenant expressly agrees and acknowledges that but Sublandlord shall not be obligated to performincur any cost (unless Subtenant agrees to reimburse Sublandlord for such cost) or liability therefore, and nor shall not Sublandlord be responsible or liable for the performance by Prime Landlord of any such failure of the covenants and Prime Landlord. Except as otherwise provided in this Sublease, Subtenant expressly assumes the Sublandlord’s obligations of Prime Landlord arising under the Prime Lease or as incorporated into from and after the Sublease Commencement Date. In the event of a conflicting termination date in this Sublease and that Subtenant Sublease, the termination date in the Prime Lease shall have no claim against Sublandlord by reason of any default by Prime Landlord In performing such covenants and obligationsgovern.

Incorporation of Prime Lease. SublandlordThis Sublease and Subtenant’s rights in and to the Sublease Premises are governed by the Prime Lease. This under this Sublease shall at all times be subject to and subordinate in is made upon all respects to of the terms, covenants, and conditions of the Prime Lease, with the same force and effect as if fully set forth herein at length, and except as otherwise expressly provided for in this Sublease, Subtenant shall keep, observe and perform or cause to be kept, observed and performed, faithfully all of the those terms, covenants and conditions of Sublandlord under the Prime Lease shall be, except as otherwise expressly provided in this Sublease, incorporated by reference into this Sublease as if completely set forth herein. Such incorporated terms, conditions, covenants and obligations of the Prime Lease are hereby incorporated by reference herein as if Sublandlord were the “Landlord” thereunder and Subtenant were the “Tenant” thereunder, provided that the Subtenant’s obligation for Base Rent, Expenses and Taxes shall be as provided in Section 5 of this Sublease. Subtenant hereby accepts this Sublease and the Sublease Premises and hereby agrees to perform each of the terms, conditions, covenants and obligations of the Prime Lease incorporated in this Sublease, which are binding on the “Tenant” thereunder with respect to the Sublease Premises during the TermDemised Premises. If Subtenant breaches The parties specifically agree that any term, covenant or condition provisions relating to any construction obligations of this Sublease, Sublandlord shall have all the rights and remedies against Subtenant as would be available to “Prime Landlord Landlord” under the Prime Lease. Subtenant , are hereby deleted; provided, however, the foregoing provision shall promptly furnish Sublandlord with copies of all notices relating in no way be construed as limiting Sublandlord’s obligation to use commercially reasonable, good faith efforts to be enforce, pursuant to Section 9(b) below, the Sublease Premises, which Subtenant shall receive from Prime Landlord. Notwithstanding the foregoing, Subtenant expressly agrees and acknowledges that Sublandlord shall not be obligated to perform, and shall not be liable for the performance by Prime Landlord of any of the covenants and obligations of Prime Landlord under the Prime Lease or as incorporated into Lease, including, without limitation, the obligations of Prime Landlord set forth in Section 8(a) of the Prime Lease. For the purposes of this Sublease and for purposes of the Prime Lease as applied to the Subtenant, all references to the Premises in the Prime Lease shall be deemed to refer only to the Demised Premises, all references to the “Term” or “initial Term” therein all refer to the Term under this Sublease, all references to “Landlord” therein shall, except as provided otherwise herein and subject to the first sentence of Section 9(b) of this Sublease, refer to Sublandlord, excluding any such references to “Landlord” under Article 40 of the Prime Lease and further excluding any liabilities assumed by Landlord under the Prime Lease that are not expressly assumed by Sublandlord hereunder; and all references to “Tenant” therein shall refer to Subtenant shall have no claim against Sublandlord by reason except as expressly set forth herein. In addition, all representations, warranties, and obligations of any default by Prime Landlord In performing such covenants and obligations.Tenant