Common use of Incorporation of Prime Lease Clause in Contracts

Incorporation of Prime Lease. Subtenant hereby acknowledges and agrees that it has received and reviewed a copy of the Prime Lease. Except as otherwise set forth below, and to the extent consistent with the provisions of this Sublease, the terms, provisions, covenants, and conditions of the Prime Lease are hereby incorporated by reference as if set forth at length herein on the following basis: Subtenant hereby assumes and agrees to perform all of the obligations of Sublandlord under the Prime Lease with respect to the Premises, accruing or payable during the Term in the manner and time required under the Prime Lease. The term “Landlord” therein shall refer to Sublandlord herein, its successors and assigns; the term “Tenant” therein shall refer to Subtenant herein, its permitted successors and assigns; the term “Premises” therein shall refer to the Premises; and the term “Lease" therein shall refer to this Sublease. Notwithstanding anything herein to the contrary, the following sections or articles of the Prime Lease are not incorporated: The term “Premises” as set forth in Section 1.1 (a) except to the extent that the same is applicable to the Premises under this Sublease, and the terms (and any related references) “Service Annex”, “Exterior Storage Area”, and “Emergency Generator Area”, Sections 2.1, 2.2, 2.3, 2.6, and 3.1 (except the first and last sentences of Section 3.1 (d), which are incorporated herein by reference), Article 5, Sections 7.2 (c), 8.1(b), 9.1, 9.6(c), 10.1 (b), 10.1(c), 10.1(d), 10.6, 11.1, 11.2(b), and 11.2(c), lines 8 through 18 of Section 15.1, Article 16, Sections 17.1, 17.15, 17.16, and 17.20, and Exhibit B, In addition, in the event of any conflict between the terms of the Prime Lease and this Sublease, then as between Sublandlord and Subtenant, the terms of this Sublease shall prevail. Any reference in the Prime Lease to the obligations assumed by Subtenant hereunder which accrue during the Term shall survive and extend beyond the termination of this Sublease. This Sublease is subject to the terms, covenants, agreements, provisions, and conditions of the Prime Lease; and the expiration or termination of the Prime Lease shall automatically cause a termination of this Sublease. If Sublandlord receives notice from Prime Landlord that (i) Sublandlord is in default under the Prime Lease and such default would give Prime Landlord the right, immediately or after the lapse of a period of time, to cancel or terminate the Prime Lease, or (ii) the Prime Lease is terminating, then in either event, Sublandlord shall, within three (3) Business Days of receipt of such notice, provide a copy of such notice to Subtenant.

Incorporation of Prime Lease. Subtenant hereby acknowledges (a) This Sublease and agrees that all of Sublessee’s rights and obligations hereunder are in all respects subject and subordinate to the Prime Lease and all of the terms and conditions thereof (whether or not incorporated by reference hereunder) and all leases, mortgages, deeds, deeds of trust or other instruments and to all other matters to which the Prime Lease is or shall be subordinate and modifications, amendments, restatements, renewals or consolidations thereof, provided, Sublessor has in each instance demanded a non-disturbance agreement with respect to the Prime Lease with respect to each such mortgage, lease, deed or other instrument to which it has received and reviewed a copy of is entitled under the Prime Lease. Except This section shall be self-operative and no further instrument of subordination shall be required to be executed by any party to effect such subordination; provided, however that Sublessee, within ten (10) days of a written request therefor, shall execute any certificate that Sublessor or Landlord may reasonably request from time to time to confirm such subordination. (b) The Prime Lease is hereby incorporated into this Sublease in its entirety except as otherwise hereinafter expressly set forth below, and except to the extent consistent with any provisions thereof do not relate to the provisions Subleased Premises or are inapplicable, inconsistent with, or modified by the terms of this Sublease. All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Prime Lease, unless the context clearly requires otherwise. Except as provided in subsection (d) and Section 13 below, the terms, provisions, covenants, rights and conditions of the Prime Lease are hereby incorporated by reference as if set forth at length herein on the following basis: Subtenant hereby assumes and agrees to perform all of the obligations of Sublandlord under contained in the Prime Lease with respect to the PremisesSubleased Premises are, accruing or payable during the Term hereof hereby imposed upon the respective parties hereto, Sublessor being substituted for “Landlord,” (except in the manner following: the elections and time determinations and responsibilities under Section 5.06B, Section 6.02A, Section 6.02B, Section 7.01B(ii) and (iii), Section 7.01F, Section 7.01G (Sublessor agreeing to use its reasonable efforts as provided in Section 13(c) of this Sublease to cause Landlord to comply with its obligations thereunder), Sections 7.07B, Section 7.07C, Section 7.09C, Section 8.04, Section 13.01, Section 18.01A(i), Section 18.01B(i), Section 18.01B(vi), Section 18.01B(vii), Section 18.01D, Section 18.01E(i) (Sublessor agreeing to use its reasonable efforts as provided in Section 13(c) of this Sublease to cause Landlord to comply with its obligations under Section 18.01), Section 18.03A, Section 18.04, Section 18.05, Section 18.06, Section 18.08A (but Sublessor shall still be required to provide Sublessee with the shaft space referred to in Section 6(e) of this Sublease), Section 18.08B, Section 18.09(iii), Section 18.09(iv), Section 19.02, the restoration obligations of Landlord under the Prime Lease. The term Article 9 and Section 20.04B, “Landlord” therein shall refer continue to Sublandlord hereinmean Landlord but the foregoing shall not relieve Sublessor of any of its obligations set forth in Section 6(e) of this Sublease), its successors and assigns; the term “Sublessee” being substituted for “Tenant,” therein shall refer to Subtenant herein“Sublease” being substituted for “Lease”, its permitted successors and assigns; the term “Subleased Premises” therein being substituted for “Demised Premises” and “Base Rent” being substituted for “Fixed Rent.” “Sublessor” shall refer to the Premises; and the term not be substituted for, but be added as a party in addition to, “Lease" therein shall refer to this Sublease. Notwithstanding anything herein to the contrary, Landlord” in the following sections or articles provisions of the Prime Lease are not incorporated: The term “Premises” as set forth in Section 1.1 (a) except to the extent that the same is applicable to the Premises under this Sublease, and the terms (and any related references) “Service Annex”, “Exterior Storage Area”, and “Emergency Generator Area”, Sections 2.1, 2.2, 2.3, 2.6, and 3.1 (except the first and last sentences of incorporated herein): Section 3.1 (d5.02A(ii), which are incorporated herein by referenceSection 5.02A(iii), Article 5Section 5.02A(iv); Section 5.03B; Section 5.06; Section 6.05, Sections 7.2 (c)Section 6.06, 8.1(b), 9.1, 9.6(c), 10.1 (b), 10.1(c), 10.1(d), 10.6, 11.1, 11.2(b), and 11.2(c), lines 8 through 18 of 7.02; Section 15.1, Article 16, Sections 17.1, 17.15, 17.16, and 17.20, and Exhibit B, In addition, in the event of any conflict between the terms of the Prime Lease and this Sublease, then as between Sublandlord and Subtenant, the terms of this Sublease shall prevail. Any reference in the Prime Lease to the obligations assumed by Subtenant hereunder which accrue during the Term shall survive and extend beyond the termination of this Sublease. This Sublease is subject to the terms, covenants, agreements, provisions, and conditions of the Prime Lease8.03B; and the expiration or termination of the Prime Lease shall automatically cause a termination of this Sublease. If Sublandlord receives notice from Prime Landlord that (i) Sublandlord is in default under the Prime Lease and such default would give Prime Landlord the right, immediately or after the lapse of a period of time, to cancel or terminate the Prime Lease, or (ii) the Prime Lease is terminating, then in either event, Sublandlord shall, within three (3) Business Days of receipt of such notice, provide a copy of such notice to Subtenant.Section 8.03C.

Incorporation of Prime Lease. Subtenant hereby acknowledges and agrees that it has received and reviewed a copy of the Prime Lease. Except as otherwise set forth below, and to the extent consistent with the provisions of this Sublease, the terms, provisions, covenants, and conditions of the Prime Lease are hereby incorporated by reference as if set forth at length herein on the following basis: Subtenant hereby assumes and agrees to perform all of the obligations of Sublandlord under the Prime Lease with respect to the Premises, accruing or payable during the Term in the manner and time required under the Prime Lease. The term “Landlord” therein shall refer to Sublandlord herein, its successors and assigns; the term “Tenant” therein shall refer to Subtenant herein, its permitted successors and assigns; the term “Premises” therein shall refer to the Premises; and the term “Lease" ” therein shall refer to this Sublease. Notwithstanding anything herein to the contrary, the following sections or articles of the Prime Lease are not incorporated: The term “Premises” as set forth in Section 1.1 (a1.1(a) except to the extent that the same is applicable to the Premises under this Sublease, and the terms (and any related references) “Service Annex”, “Exterior Storage Area”, and “Emergency Generator Area”, Sections 2.1, 2.2, 2.3, 2.6, and 3.1 (except the first and last sentences of Section 3.1 (d3.1(d), which are incorporated herein by reference), Article 5, Sections 7.2 (c7.2(c), 8.1(b), 9.1, 9.6(c), 10.1 (b10.1(b), 10.1(c), 10.1(d), 10.6, 11.1, 11.2(b), and 11.2(c), lines 8 through 18 of Section 15.1, Article 16, Sections 17.1, 17.15, 17.16, and 17.20, and Exhibit B, B. In addition, in the event of any conflict between the terms of the Prime Lease and this Sublease, then as between Sublandlord and Subtenant, the terms of this Sublease shall prevail. Any reference in the Prime Lease to the obligations assumed by Subtenant hereunder which accrue during the Term shall survive and extend beyond the termination of this Sublease. This Sublease is subject to the terms, covenants, agreements, provisions, and conditions of the Prime Lease; and the expiration or termination of the Prime Lease shall automatically cause a termination of this Sublease. If Sublandlord receives notice from Prime Landlord that (i) Sublandlord is in default under the Prime Lease and such default would give Prime Landlord the right, immediately or after the lapse of a period of time, to cancel or terminate the Prime Lease, or (ii) the Prime Lease is terminating, then in either event, Sublandlord shall, within three (3) Business Days of receipt of such notice, provide a copy of such notice to Subtenant.

Incorporation of Prime Lease. Subtenant hereby acknowledges and agrees that it has received and reviewed a copy of the Prime Lease. Except as otherwise set forth belowexpressly provided herein, Sublandlord grants to Subtenant, to share in common with Sublandlord, all of Sublandlord’s rights, benefits, and interests with respect to the extent consistent with the provisions of this Sublease, the terms, provisions, covenantsSublet Premises, and conditions of the Prime Lease are hereby incorporated by reference as if set forth at length herein on the following basis: Subtenant agrees to accept from Sublandlord and hereby assumes and agrees to perform all of the Sublandlord’s obligations of Sublandlord and burdens under the Prime Lease with respect to the Sublet Premises, accruing or payable during as if all of such rights and obligations were set forth herein in their entirety, provided that the Term in terms and conditions hereof shall be controlling whenever the manner terms and time required under conditions of the Prime Lease. The term “Landlord” therein 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 refer in this Sublease be deemed to Sublandlord herein, its successors be protective and assigns; for the term “Tenant” therein shall refer to Subtenant herein, its permitted successors benefit of the Landlord and assigns; the term “Premises” therein shall refer to the Premises; and the term “Lease" therein shall refer to this SubleaseSublandlord. Notwithstanding anything herein to the contraryforegoing sentence, the following sections or articles provisions of the Prime Lease are not incorporatedincorporated into this Sublease and Subtenant shall have no rights or obligations with respect to the subject matter thereof: The term Section 2.02; Article 3; the second paragraph of Section 7.05; Section 13.01; the second paragraph of Section 14.01; Section 16.02; Section 17.09; Section 17.10; Section 17.22; Section 17.25; Exhibit “Premises” as set forth in Section 1.1 D”; Exhibit “G”; Exhibit “H”; Exhibit “J”; Exhibit “K”; Exhibit “L”; Exhibit “M”; Exhibit “N”; Exhibit “O”; and Exhibit “R”. Subtenant shall have no liability or obligation under the Prime Lease with regard to (a) except to any portion of the extent that Leased Premises other than the same is applicable to Sublet Premises, or (b) any provisions of the Premises under Prime Lease, including provisions thereof involving the payment of rent or additional rent, which are replaced or superceded by the terms and provisions of this Sublease, or which are otherwise inapplicable to Subtenant and the terms (and any related references) “Service Annex”Sublet Premises. Without limiting the generality of the foregoing, “Exterior Storage Area”, and “Emergency Generator Area”, Sections 2.1, 2.2, 2.3, 2.6, and 3.1 (except Subtenant shall have no liability or obligation under the first and last sentences following provisions of Section 3.1 (d), which are incorporated herein by reference), the Prime Lease: Article 4; Article 5, Sections 7.2 (c), 8.1(b), 9.1, 9.6(c), 10.1 (b), 10.1(c), 10.1(d), 10.6, 11.1, 11.2(b), and 11.2(c), lines 8 through 18 ; Section 9.02; the last sentence of Section 15.1, Article 16, Sections 17.1, 17.15, 17.16, and 17.20, 10.01; and Exhibit B, In addition, in the event of any conflict between “D”. Subtenant represents that it has read and is familiar with the terms of the Prime Lease and this Sublease, then as between Sublandlord and Subtenant, the terms of this Sublease shall prevail. Any reference in the Prime Lease to the obligations assumed by Subtenant hereunder which accrue during the Term shall survive and extend beyond the termination of this Sublease. This Sublease is subject to the terms, covenants, agreements, provisions, and conditions of the Prime Lease; and the expiration or termination of the Prime Lease shall automatically cause a termination of this Sublease. If Sublandlord receives notice from Prime Landlord that (i) Sublandlord is in default under the Prime Lease and such default would give Prime Landlord the right, immediately or after the lapse of a period of time, to cancel or terminate the Prime Lease, or (ii) the Prime Lease is terminating, then in either event, Sublandlord shall, within three (3) Business Days of receipt of such notice, provide a copy of such notice to Subtenant.