Common use of Subject to Master Lease Clause in Contracts

Subject to Master Lease. The terms, conditions and respective obligations of Sublandlord and Subtenant to each other under this Sublease shall be the terms and conditions of the Master Lease, as it pertains to the Subleased Premises except for those provisions of the Master Lease which are contradicted by this Sublease, in which event the terms of this Sublease shall control over the Master Lease, so long as this Sublease is in effect. Therefore, for the purposes of this Sublease: (a) wherever in the Master Lease the word "Landlord" is used it shall be deemed to mean the Sublandlord herein; (b) wherever in the Master Lease the word "Tenant" is used it shall be deemed to mean the Subtenant herein; (c) wherever in the Master Lease the word "Term" is used it shall be deemed to mean the Sublease Term herein; and (d) wherever in the Master Lease the word "Premises" is used it shall be deemed to mean the Subleased Premises herein, in each case as the same pertains to the Subleased Premises. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Landlord or Tenant that is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord and Subtenant, as appropriate, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease. Any right of Landlord under the Master Lease of access or inspection and any right of Landlord under the Master Lease to do work in the Master Lease Premises or in the Building and any right of Landlord under the Master Lease in respect of rules and regulations, which are incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord and Subtenant, as appropriate, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease. For the purposes of incorporation herein, the terms of the Master Lease are subject to the following additional clarifications and modifications:

Subject to Master Lease. The termsExcept as specifically set forth herein, conditions and respective obligations of Sublandlord and Subtenant to each other under this Sublease shall be is subject and subordinate to all of the terms and conditions of the lease (the "Original Lease") dated April 24, 1997, between Casiopea Venture Corporation ("Master Lessor") and Sublessor's assignor, Qualix Group, Inc., as Lessee. The Original Lease and attached Addenda A and B, Exhibits, and Acknowledgment of Lease Commencement dated October, 28, 1998, are referred to herein as the "Master Lease". Sublessee hereby assumes and agrees to perform the obligations of Lessee under the Master Lease as more particularly set forth hereafter. Unless otherwise defined, all capitalized terms used herein shall have the same meanings as it pertains to given them in the Subleased Premises except for those provisions Master Lease. A copy of the Master Lease which are contradicted is attached hereto as Exhibit "B" and incorporated herein by this Sublease, reference. Sublessee shall not commit or permit to be committed any act or omission which would violate any term or condition of the Master Lease. Sublessee shall neither do nor permit anything to be done which would cause the Master Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in which event the terms of this Sublease shall control over Master Lessor under the Master Lease, so long as this Sublease is in effect. Thereforeand Sublessee shall indemnify and hold Sublessor harmless from and against all liability, for judgments, costs, demands, claims, and damages of any kind whatsoever (including, without limitation, attorneys' fees and court costs) by reason of any failure on the purposes part of this Sublease: (a) wherever in Sublessee to perform any of the obligations of Lessee under the Master Lease which Sublessee has become obligated hereunder to perform. In the word "Landlord" is used it shall be deemed to mean event of the Sublandlord herein; (b) wherever in termination of Sublessor's interest as Lessee under the Master Lease Lease, then this Sublease shall terminate automatically upon such termination without any liability of Master Lessor to Sublessee. In the word "Tenant" is used it shall be deemed to mean event of the Subtenant herein; (c) wherever in the Master Lease the word "Term" is used it shall be deemed to mean the Sublease Term herein; and (d) wherever in the Master Lease the word "Premises" is used it shall be deemed to mean the Subleased Premises herein, in each case termination of Sublessor's interest as the same pertains to the Subleased Premises. Any non-liability, release, indemnity or hold harmless provision in Lessee under the Master Lease for any reason other than for Sublessor's breach, then this Sublease shall terminate automatically upon such termination without any liability of Sublessor to Sublessee. Sublessee represents and warrants to Sublessor that it has read and is familiar with the benefit of Landlord or Tenant Master Lease. Sublessor represents to Sublessee that is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord and Subtenant, as appropriate, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease. Any right of Landlord under the Master Lease is in full force and effect, and that no default or event that, with the passing of access time or inspection and any right the giving of Landlord under notice or both, would constitute a default, exists on the Master Lease part of Sublessor. Sublessor agrees to do work in the Master Lease Premises or in the Building and any right of Landlord under maintain the Master Lease in respect full force and effect throughout the term of rules and regulationsthis Sublease, which are incorporated herein by reference, shall be deemed to inure except to the benefit extent that any failure to maintain the Master Lease is due to the failure of Sublandlord and Subtenant, as appropriate, and Sublessee to comply with any other person intended to be benefited by said provision, for the purpose of incorporation by reference in its obligations under this Sublease. For the purposes of incorporation herein, the terms of Sublessor shall not amend or modify the Master Lease are subject in such a manner as to materially adversely affect Sublessee's use of the following additional clarifications Subleased Premises or increase the obligations or decrease the rights of Sublessee hereunder, without the prior written consent of Sublessee which may be granted or withheld at Sublessee's sole discretion. In the event that Sublessee desires to take any action that will require the consent of Master Lessor, Sublessor shall use reasonable and modifications:diligent efforts at no cost to Sublessor to obtain such consent on behalf of Sublessee, provided that Sublessor shall not be liable in any way for the failure of Master Lessor to so consent.

Subject to Master Lease. The terms, conditions This Sublease is subject and respective obligations subordinate to all of Sublandlord and Subtenant to each other under this Sublease shall be the terms and conditions of the Master Lease, as it pertains . Sublessee shall not commit or permit to be committed on the Subleased Sublease Premises except for those provisions any act or omission which shall violate any of the terms or conditions of the Master Lease. Sublessor represents and warrants to Sublessee that (a) a true and complete copy of the Master Lease which are contradicted by this Subleaseis attached hereto as Exhibit A and the Master Lease is currently in full force and effect and has not been modified, amended or supplemented; (b) Sublessor is not in which event the terms of this Sublease shall control over any respect in breach or default under the Master Lease, so long as this nor is there any fact or circumstance which (with the passage of time or the giving of notice or both) might ripen into a breach or default thereunder, (c) Sublessor has not previously assigned, transferred or hypothecated the Master Lease or any interest therein or subleased all or any portion of the Sublease Premises; (d) to the best of Sublessor’s knowledge, Master Landlord is not in effectbreach or default under the Master Lease, nor is there any fact or circumstance which (with the passage of time or the giving of notice or both) might ripen into a breach or default thereunder, and (e) Sublessor has not received any written notice of any actual or alleged violation of any laws applicable to the Sublease Premises. Therefore, for Sublessee shall obtain and maintain all insurance of the purposes of this Sublease: (a) wherever type and coverages specified in the Master Lease to be obtained by the word "Landlord" is used it shall be deemed to mean Sublessor under the Sublandlord herein; (b) wherever Master Lease, in amounts not less than those specified in the Master Lease Lease, provided, however, Sublessee shall have no obligation to maintain any all-risk property insurance on the word "Tenant" is used it shall be deemed to mean the Subtenant herein; Original Improvements (c) wherever as defined in Section 10.3.2 of the Master Lease the word "Term" is used it shall be deemed Lease) or on any other improvement to mean the Sublease Term herein; Premises not constructed by or for Sublessee with its own funds and (d) wherever in the Master Lease the word "Premises" is used it shall be deemed have no obligation to mean the Subleased Premises herein, in each case as repair any of the same pertains to the Subleased Premisesfollowing any damage or destruction. Any non-liability, release, indemnity or hold harmless provision in the All policies of insurance obtained by Sublessee shall name as additional insureds Master Lease for the benefit of Landlord or Tenant that is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord and Subtenant, as appropriate, (and any other person intended party specified by Master Landlord of which Sublessee receives written notice). Sublessee’s insurance shall be primary over Master Landlord’s and Sublessor’s insurance. Sublessee shall deliver to be benefited by said provisionSublessor annually certificates reflecting that Sublessor has obtained and is maintaining the required insurance coverages in the appropriate amounts. If practicable, for the purpose Sublessee shall perform affirmative covenants which are also covenants of incorporation by reference in this Sublease. Any right of Landlord Sublessor under the Master Lease of access or inspection and any right of Landlord at least two (2) business days prior to the date when Sublessor’s performance is required under the Master Lease to do work in the Master Lease Premises or in the Building and any right of Landlord under the Master Lease in respect of rules and regulations, which are incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord and Subtenant, as appropriate, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease. For the purposes of incorporation herein, the terms of the Master Lease are subject to the following additional clarifications and modifications:Lease.

Subject to Master Lease. The terms, This Sublease is subject to terms and conditions and respective obligations of Sublandlord the Master Lease and Subtenant shall not permit any act or omission to each other under this Sublease act that will violate any provision of the Master Lease; provided that such act or omission is within the reasonable control of Subtenant. Subtenant shall be comply with the terms and conditions of the Master Lease, as it pertains Lease and shall promptly perform all obligations of Tenant under the Master Lease to the Subleased Premises except for those provisions extent that terms, conditions and obligations are incorporated herein and applicable to the Premises. Sublandlord does not assume the obligations of the Master Lease which are contradicted by this Sublease, in which event the terms of this Sublease shall control over Landlord under the Master Lease, so long as this Sublease is but shall exercise due diligence in effect. Therefore, for the purposes of this Sublease: (a) wherever in attempting to cause the Master Lease the word "Landlord" is used it shall be deemed Landlord to mean the Sublandlord herein; (b) wherever in the Master Lease the word "Tenant" is used it shall be deemed to mean the Subtenant herein; (c) wherever in the Master Lease the word "Term" is used it shall be deemed to mean the Sublease Term herein; and (d) wherever in the Master Lease the word "Premises" is used it shall be deemed to mean the Subleased Premises herein, in each case as the same pertains to the Subleased Premises. Any non-liability, release, indemnity or hold harmless provision in perform its obligations under the Master Lease for the benefit of Landlord or Tenant that is incorporated herein by reference, shall be deemed to inure Subtenant. Except to the benefit extent caused by the negligence or willful misconduct of Sublandlord and SubtenantSublandlord, its agents, employees, contractors or invitees, or a breach of Sublandlord's obligations as appropriate, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease. Any right of Landlord tenant under the Master Lease (to the extent those obligations are not Subtenant's under this Lease) Sublandlord shall not be liable to Subtenant for Master Landlord's failure to perform any of access or inspection and any right of Landlord Master Landlord's obligations under the Master Lease Lease, nor shall Sublandlord have any obligations to do work in bring legal proceedings or take any other action against Master Landlord to assure performance of Master Landlord's obligations under the Master Lease Premises or in Lease. After giving Sublandlord a reasonable opportunity to enforce the Building and any right of Landlord under Master Lease,, Subtenant may, at its expense, enforce the Master Lease in respect the name of rules and regulations, which are incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord and Subtenant, as appropriate, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease. For the purposes of incorporation herein, the terms of the Master Lease are subject to the following additional clarifications and modifications:Sublandlord.

Subject to Master Lease. The terms, conditions This Sublease is subject and respective obligations subordinate to the Master Lease. Subtenant shall not permit any violation of Sublandlord and Subtenant to each other under this Sublease shall be any of the terms and conditions provisions of the Master Lease, as it pertains to the Subleased Premises except for those provisions . A true and complete copy of the Master Lease which are contradicted by is attached hereto as Exhibit C. If the Master Lease terminates, this Sublease shall terminate, subject to Section 19 below, and the parties shall be relieved from all liabilities and obligations under this Sublease, in which event the terms of except that if this Sublease terminates as a result of a default of one of the parties under this Sublease or the Master Lease or both, the defaulting party shall control over be liable to the non-defaulting party for all damage suffered by the non-defaulting party as a result of termination. In the event of casualty or condemnation, Sublandlord may exercise any right to terminate the Master Lease without regard to this Sublease, and in the event of such a termination, Subtenant shall have no recourse against Sublandlord with respect to such termination. Sublandlord shall not terminate the Master Lease prior to the expiration of its term without providing Subtenant at least thirty (30) days prior written notice of termination. In the event Sublandlord receives any notice of failure to pay or failure to perform any covenant, agreement or obligation under the Master Lease, so long Sublandlord shall notify Subtenant of such notice as this Sublease is in effect. Therefore, for the purposes of this Sublease: (a) wherever in the Master Lease the word "Landlord" is used it shall be deemed to mean the Sublandlord herein; (b) wherever in the Master Lease the word "Tenant" is used it shall be deemed to mean the Subtenant herein; (c) wherever in the Master Lease the word "Term" is used it shall be deemed to mean the Sublease Term herein; and (d) wherever in the Master Lease the word "Premises" is used it shall be deemed to mean the Subleased Premises herein, in each case soon as the same pertains notice is received by Sublandlord pursuant to the Subleased Premises. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Landlord or Tenant that is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord and Subtenant, as appropriate, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease. Any right of Landlord under the Master Lease of access or inspection and any right of Landlord under the Master Lease to do work in the Master Lease Premises or in the Building and any right of Landlord under the Master Lease in respect of rules and regulations, which are incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord and Subtenant, as appropriate, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease. For the purposes of incorporation herein, the terms of the Master Lease are subject and Subtenant may take any such actions to cure any such failure under the Master Lease. Subtenant shall be under no obligation to take such action but may do so solely at its own discretion. In the event Subtenant pays any amount or performs any obligations on behalf of Sublandlord pursuant to the following additional clarifications and modifications:terms of the Master Lease, Subtenant may deduct such amounts paid from the amount that would otherwise be due from Subtenant to Sublandlord pursuant to this Sublease.

Subject to Master Lease. The terms, conditions and respective obligations of Sublandlord and Subtenant to each other under this Sublease shall be the terms and conditions of the Master Lease, as it pertains to the Subleased Premises except for those provisions of the Master Lease which are contradicted by this Sublease, in which event the terms of this Sublease shall control over the Master Lease, so long as this Sublease is in effect. Therefore, for the purposes of this Sublease: (a) wherever in the Master Lease the word "“Landlord" ” is used it shall be deemed to mean the Sublandlord herein; (b) wherever in the Master Lease the word "Tenant" is used it shall be deemed to mean the Subtenant herein; (c) wherever in the Master Lease the word "“Term" ” is used it shall be deemed to mean the Sublease Term herein; and (d) wherever in the Master Lease the word "“Premises" ” is used it shall be deemed to mean the Subleased Premises herein, in each case as the same pertains to the Subleased Premises. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Landlord or Tenant that is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord and Subtenant, as appropriate, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease. Any right of Landlord under the Master Lease of access or inspection and any right of Landlord under the Master Lease to do work in the Master Lease Premises or in the Building and any right of Landlord under the Master Lease in respect of rules and regulations, which are incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord and Subtenant, as appropriate, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease. For the purposes of incorporation herein, the terms of the Master Lease are subject to the following additional clarifications and modifications: