Common use of The Master Lease Clause in Contracts

The Master Lease. (a) Sublessee acknowledges that it has reviewed and is familiar with all of the terms, covenants, and conditions of the Master Lease, and other related documentation, a copy of each of which is attached hereto as Exhibit A and made a part hereof. The Sublessee shall perform, observe, and comply with all of the terms, covenants, and conditions of the Master Lease to the full extent that the Tenant must perform, observe, and comply with under the Master Lease except as otherwise expressly provided herein Sublessee hereby makes all waivers and grants all rights for the benefit of Sublessor, as are made or granted by Sublessor as Tenant under the Master Lease provided such waivers or grant of rights do not contradict the rights secured by the Sublessee under this sublease. The parties hereby confirm that it is not practical in this Sublease agreement to enumerate all of the rights and obligations of the various parties under the Master Lease and specifically to allocate those rights and obligations in this Sublease agreement. It is the intent of the Parties to afford to Subtenant the benefits and obligations of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit and obligate the party in possession of the Premises. It is understood however that the following provisions of the Master lease and any other rights secured or outlined elsewhere in this document are not subordinate and therefore not controlling: (1) Sublessor shall not have the right to exercise Article III, Paragraph 3.5 of the Master Lease unless Sublessee has breached the Sublease or Master Lease; (2) Article III, Paragraph 3.3 of the Master Lease Agreement is not applicable to the Sublease and (3) Article V, Increases in Real Estate Taxes and Operating Costs, of the Master Lease are also not applicable. (b) This Sublease is expressly made subject to all of the terms, covenants, and conditions of the Master Lease, and other related documents, except as otherwise expressly provided herein. Subject to the Consent to Sublease and Recognition Agreement annexed hereto as Exhibit C, this Sublease shall terminate upon the expiration or termination of the Master Lease or be canceled or terminated pursuant to any of the conditions or covenants of this Sublease or Master Lease or pursuant to law, whereupon all covenants and agreements made by Sublessor herein shall cease without prejudice to the right of Sublessor to recover all Rental accrued to the latter of termination or recovery of the Subleased Premises. (c) For the purposes of this Sublease, Sublessee agrees to provide sufficient notice to the Sublessor (a minimum of three (3) additional business days) to allow Sublessor to provide notice to the Master Landlord pursuant to the terms and conditions in the Master Lease.

The Master Lease. (a) Sublessee acknowledges This Sublease is subject to the Master Lease. Sublessor represents that it has reviewed the Master Lease attached hereto as Exhibit “A” is a true, correct and is familiar with all of the terms, covenants, and conditions complete copy of the Master Lease, and other related documentation, a copy of each of which is attached hereto as Exhibit A and made a part hereof. The Sublessee shall perform, observe, and comply with all of the terms, covenants, and conditions of that the Master Lease to the is in full extent force and effect, that the Tenant must perform, observethere are not now, and comply with that on the Effective Date, there shall not be any uncured defaults on Sublessor’s part under the Master Lease except as otherwise expressly provided herein Sublessee hereby makes all waivers and grants all rights for or any events or conditions that are then continuing which, with the benefit passage of Sublessortime, as are made or granted by Sublessor as Tenant under the Master Lease provided such waivers or grant of rights do not contradict the rights secured by the Sublessee under this subleasewill become a default. The parties hereby confirm that it is not practical in this Sublease agreement to enumerate all of the rights and obligations of the various parties under the Master Lease and specifically to allocate those rights and obligations in this Sublease agreement. It is the intent of the Parties to afford to Subtenant the benefits and obligations of this Sublease and of those provisions of the Master Lease which by their nature are intended applicable to benefit and obligate the party in possession of the Premises. It is understood however that the following provisions of this Sublease as though landlord under the Master lease Lease were the Sublessor under this Sublease and any other rights secured or outlined elsewhere in tenant under the Master Lease were Sublessee under this document are not subordinate and therefore not controlling: (1) Sublessor Sublease. Sublessee shall not have the right to make directly demands and requests of Landlord relating to the enforcement of the tenant’s rights and the performance of the landlord’s obligations that relate to the conditions of the Premises under the Master Lease, provided that Sublessee delivers contemporaneous notice of such requests and demands to Sublessor. With respect to all communications between the Sublessee and Landlord that do not relate to the conditions of the Premises, all communications between Sublessee and Landlord shall be through Sublessor. Sublessee has received a copy of the Master Lease. Neither Sublessee nor Sublessor will do, nor allow to be done by anyone under their respective control, anything that would constitute a default under the Master Lease or that would cause the Master Lease to be terminated or forfeited by virtue of any rights reserved by or vested in Landlord, nor shall Sublessor agree to terminate nor exercise Article IIIany right to terminate the Master Lease without the prior written consent of Sublessee as long as Sublessee is not in Default under this Sublease. Sublessee will indemnify Sublessor against any loss, Paragraph 3.5 liability, and expenses (including reasonable attorneys’ fees and costs) arising out of any default under the Master Lease caused by Sublessee, and Sublessor will indemnify Sublessee against any loss, liability, and expenses (including reasonable attorneys’ fees and costs) arising out of any default under the Master Lease caused by Sublessor, or arising out of any termination of the Master Lease unless by Sublessor without Sublessee’s consent (provided Sublessee has breached the Sublease or Master Lease; (2) Article III, Paragraph 3.3 of the Master Lease Agreement is not applicable in Default under this Sublease at the time of such termination). Pursuant to the Sublease and (3Paragraph 12.3(b) Article V, Increases in Real Estate Taxes and Operating Costs, of the Master Lease are also not applicable. (b) This Sublease is expressly made subject to all of the terms, covenants, and conditions of the Master Lease, and other related documents, except as otherwise expressly provided herein. Subject to if Sublessee receives a written notice from Landlord that the Consent to Sublease and Recognition Agreement annexed hereto as Exhibit C, this Sublease shall terminate upon the expiration or termination Sublessor is in breach of the Master Lease or be canceled or terminated pursuant to any of Lease, then Sublessee shall pay the conditions or covenants of Base Rent and Operating Expenses due under this Sublease directly to or Master Lease or pursuant as directed by the Landlord, which payments shall be credited against any payments due to law, whereupon all covenants and agreements made by Sublessor herein shall cease without prejudice to the right of Sublessor to recover all Rental accrued to the latter of termination or recovery of the Subleased Premises. (c) For the purposes of under this Sublease, Sublessee agrees to provide sufficient notice to the Sublessor (a minimum of three (3) additional business days) to allow Sublessor to provide notice to the Master Landlord pursuant to the terms and conditions in the Master Lease.

The Master Lease. (a) Sublessee acknowledges that it has reviewed and This Sublease is familiar with all of the terms, covenants, and conditions of subject to the Master Lease, and other related documentation, a copy of each of which is attached hereto as Exhibit A and made a part hereof. The Sublessee shall perform, observe, and comply with all of the terms, covenants, and conditions provisions of the Master Lease to the full extent that the Tenant must perform, observe, and comply with under the Master Lease except as otherwise expressly provided herein Sublessee hereby makes all waivers and grants all rights for the benefit of Sublessor, as are made or granted by Sublessor as Tenant under the Master Lease provided such waivers or grant of rights do not contradict the rights secured by the Sublessee under this sublease. The parties hereby confirm that it is not practical in incorporated into this Sublease agreement to enumerate all of as though Sublandlord were the rights and obligations of the various parties Landlord under the Master Lease and specifically Subtenant were the Tenant under the Master Lease, to allocate those rights the extent any such provisions apply to the Subleased Premises. Capitalized terms used and obligations not otherwise defined herein shall have the meanings assigned thereto in the Master Lease. Subtenant has received a copy of the Master Lease. In the event the Master Lease terminates or expires for any reason, this Sublease agreementshall automatically terminate as well. It is Without limiting the intent of foregoing in any manner, Subtenant expressly agrees with respect to the Parties to afford to Subtenant the benefits Subleased Premises that Tenant’s restoration, maintenance and repair obligations of this Sublease and of those provisions set forth at paragraphs 9 - 10 of the Master Lease which by their nature are intended shall apply to benefit and obligate Subtenant; provided, however, that Subtenant’s obligations hereunder shall be limited to the party in possession conditions of the PremisesSubleased Premises as they exist on the Sublease Commencement Date. It is understood however that the following provisions of the Master lease and any other rights secured or outlined elsewhere in this document are not subordinate and therefore not controlling: (1) Sublessor shall not have the right Subtenant further expressly agrees with respect to exercise Article III, Paragraph 3.5 paragraph 20 of the Master Lease unless Sublessee has breached the Sublease that: (i) Tenant’s indemnity obligations set forth therein shall apply to Subtenant, and Sublandlord shall be an additional indemnitee with respect to such obligations; and (ii) Subtenant shall maintain Commercial General Liability insurance as set forth therein, naming Sublandlord as an additional insured, and Subtenant shall provide a certificate or Master Lease; (2) Article IIIother proof of such insurance coverage to Sublandlord at its request. Provided further, Paragraph 3.3 that such restoration, maintenance, repair and indemnity obligations of Subtenant shall exclude any liability, damage or injury caused by Sublandlord and/or its employees, contractors and agents in connection with Sublandlord’s use of the Master Lease Agreement is not applicable Retained Premises and/or access to the Sublease and (3) Article V, Increases in Real Estate Taxes and Operating Costs, of the Master Lease are also not applicable. (b) This Sublease is expressly made subject to all of the terms, covenants, and conditions of the Master Lease, and other related documents, except as otherwise expressly provided herein. Subject to the Consent to Sublease and Recognition Agreement annexed hereto as Exhibit C, this Sublease shall terminate upon the expiration or termination of the Master Lease or be canceled or terminated Subleased Premises pursuant to any of the conditions or covenants of this Sublease or Master Lease or pursuant to law, whereupon all covenants and agreements made by Sublessor herein shall cease without prejudice to the right of Sublessor to recover all Rental accrued to the latter of termination or recovery of the Subleased PremisesParagraph 7 above. (c) For the purposes of this Sublease, Sublessee agrees to provide sufficient notice to the Sublessor (a minimum of three (3) additional business days) to allow Sublessor to provide notice to the Master Landlord pursuant to the terms and conditions in the Master Lease.

The Master Lease. (a) Sublessee acknowledges It is hereby agreed that it has reviewed Sublandlord leases the Subleased Premises to Subtenant upon each and is familiar with all of the terms, covenantsconditions, covenants and conditions obligations of the Master Lease, and other related documentationSubtenant hereby unconditionally and irrevocably accepts this Sublease and the Subleased Premises subject to and upon, a copy of each of which is attached hereto as Exhibit A and made a part hereof. The Sublessee shall hereby irrevocably and unconditionally assumes and agrees to be bound by and perform, observe, each and comply with all of the terms, covenantsconditions, covenants and conditions obligations of the Master Lease binding on the "Tenant" thereunder with respect to the full extent that the Tenant must perform, observeSubleased Premises, and comply with under such terms, conditions, covenants and obligations of the Master Lease are hereby incorporated by reference herein as if Sublandlord were the "Landlord" thereunder and Subtenant were the "Tenant" thereunder and the "Premises" therein were the Subleased Premises, except as otherwise expressly provided herein Sublessee hereby makes and except to the extent that the terms of the Master Lease are inconsistent with the express terms of this Sublease. (b) Subtenant shall look solely and directly to the Master Landlord for any and all waivers services to be provided to the Subleased Premises pursuant to the Master Lease or otherwise. Failure on the part of the Master Landlord or any party to provide these services shall not be a default by Sublandlord of its obligations under this Sublease. (c) Sublandlord agrees to take commercially reasonable efforts to assist Subtenant as Subtenant may from time to time request in seeking to enforce Master Landlord's obligations to provide services and grants rights pursuant to the Master Lease; provided, however, that Subtenant shall reimburse Sublandlord for any all rights reasonable costs and expenses (including reasonable attorneys' fees) actually incurred by Sublandlord in connection therewith. If and to the extent Sublandlord receives an abatement of rent with respect to all or any portion of the Subleased Premises on account of such lack of services, then Sublandlord shall grant a parallel abatement (pertaining to such portion of the Subleased Premises) to Subtenant. If Master Landlord shall default in the performance of any of Master Landlord's obligations under the Master Lease, Sublandlord shall, at Subtenant's written reasonable request, use commercially reasonable efforts to cause Master Landlord to remedy such default (including but not limited to promptly sending notice of such default to Master Landlord); and if (x) such default shall continue uncured beyond the applicable cure period provided in the Master Lease, and (y) Subtenant shall give notice to Sublandlord requesting that Sublandlord institute an appropriate action or proceeding for the benefit enforcement of Sublessorsaid Master Landlord obligations and Sublandlord shall fail to do so within a reasonable time after Subtenant’s written request therefor (no less than 20 days after receipt of such written request), as are made then Subtenant shall have the right to institute an appropriate action or granted by Sublessor as Tenant proceeding against Master Landlord in the name of Sublandlord to enforce Sublandlord’s rights under the Master Lease provided which are applicable to Subtenant (and shall reasonably cooperate with such waivers reasonable requests of Subtenant as may be necessary to enable Subtenant to proceed in Sublandlord’s name), using counsel reasonably acceptable to Sublandlord (it being agreed that ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP is hereby deemed acceptable). (d) Sublandlord shall not (A) (1) do anything which would constitute a violation or grant breach of rights any of the terms, conditions or provisions of the Master Lease or which would cause the Master Lease to be terminated or forfeited. or (2) permit any such violation or breach, (B) voluntarily cancel or surrender the Master Lease, or (C) assign or sublease its interest thereunder (other than pursuant to this Sublease). (e) Sublandlord may not modify, or cause to be modified, the Master Lease, without the consent of Subtenant, which consent may be granted or withheld in Subtenant's reasonable discretion. (f) Sublandlord shall promptly furnish Subtenant with copies of all notices relating to the Subleased Premises which Sublandlord receives from Master Landlord. (g) Sublandlord agrees to pay all Rent with respect to that portion of the Premises not subleased hereunder according to the terms and conditions set forth in the Master Lease. (h) Sublandlord hereby represents and warrants to Subtenant that (i) the Master Lease is in full force and effect as of the date hereof; (ii) a true, correct and complete copy of the Master Lease has been delivered to Subtenant, together with any amendments, modifications and supplements thereto, and is attached hereto as Exhibit A; (iii) Sublandlord has received no notice or claim that the Subleased Premises do not contradict comply with applicable legal requirements for general office use, (iv) Sublandlord has fully performed its obligations under the rights secured Master Lease in all material respects through the date of this Sublease, (v) to the knowledge of Sublandlord, there are no pending claims against Sublandlord nor, to the knowledge of Sublandlord, any facts that would reasonably be expected to give rise to a claim against Sublandlord, under the Master Lease by the Sublessee under this sublease. The parties hereby confirm that it is not practical in this Sublease agreement to enumerate all counterparties thereto, (vi) there exists no defaults by Sublandlord (or any event that, with the giving of notice or the rights and obligations passage of time or both, would constitute a default on the various parties part of Sublandlord) under the Master Lease and specifically to allocate those rights and obligations in this Sublease agreement. It is the intent of the Parties to afford to Subtenant the benefits and obligations of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit and obligate the party in possession of the Premises. It is understood however that the following provisions of the Master lease and any other rights secured or outlined elsewhere in this document are not subordinate and therefore not controlling: (1) Sublessor shall not have the right to exercise Article III, Paragraph 3.5 of the Master Lease unless Sublessee has breached the Sublease or Master Lease; (2) Article III, Paragraph 3.3 of the Master Lease Agreement is not applicable to the Sublease and (3) Article V, Increases in Real Estate Taxes and Operating Costs, of the Master Lease are also not applicable. (b) This Sublease is expressly made subject to all of the terms, covenants, and conditions of the Master Lease, and other related documents, except as otherwise expressly provided herein. Subject to the Consent to Sublease and Recognition Agreement annexed hereto as Exhibit C, this Sublease shall terminate upon the expiration or termination of the Master Lease or be canceled or terminated pursuant to any of the conditions or covenants of this Sublease or Master Lease or pursuant to law, whereupon all covenants and agreements made by Sublessor herein shall cease without prejudice to the right of Sublessor to recover all Rental accrued to the latter of termination or recovery of the Subleased Premises. (c) For the purposes of this Sublease, Sublessee agrees to provide sufficient notice to the Sublessor (a minimum of three (3) additional business daysvii) to allow Sublessor to provide notice to the Sublandlord’s knowledge, there exists no defaults by Master Landlord pursuant to (or any event that, with the terms and conditions in giving of notice or the passage of time or both, would constitute a default by Master Landlord) under the Master Lease. (i) Sublandlord shall not modify the Master Lease without Subtenant's prior consent, and any such modification shall not be effective against Subtenant without Subtenant's written consent.

The Master Lease. (a) Sublessee acknowledges It is hereby agreed that it has reviewed Sublandlord leases the Subleased Premises to Subtenant upon each and is familiar with all of the terms, covenantsconditions, covenants and conditions obligations of the Master Lease, and other related documentationSubtenant hereby unconditionally and irrevocably accepts this Sublease and the Subleased Premises subject to and upon, a copy of each of which is attached hereto as Exhibit A and made a part hereof. The Sublessee shall hereby irrevocably and unconditionally assumes and agrees to be bound by and perform, observe, each and comply with all of the terms, covenantsconditions, covenants and conditions obligations of the Master Lease binding on the "Tenant" thereunder with respect to the full extent that the Tenant must perform, observeSubleased Premises, and comply with under such terms, conditions, covenants and obligations of the Master Lease are hereby incorporated by reference herein as if Sublandlord were the "Landlord" thereunder and Subtenant were the "Tenant" thereunder and the "Premises" therein were the Subleased Premises, except as otherwise expressly provided herein Sublessee hereby makes and except to the extent that the terms of the Master Lease are inconsistent with the express terms of this Sublease. (b) Subtenant shall look solely and directly to the Master Landlord for any and all waivers services to be provided to the Subleased Premises pursuant to the Master Lease or otherwise. Failure on the part of the Master Landlord or any party to provide these services shall not be a default by Sublandlord of its obligations under this Sublease. (c) Sublandlord agrees to take commercially reasonable efforts to assist Subtenant as Subtenant may from time to time request in seeking to enforce Master Landlord's obligations to provide services and grants rights pursuant to the Master Lease; provided, however, that Subtenant shall reimburse Sublandlord for any all rights reasonable costs and expenses (including reasonable attorneys' fees) actually incurred by Sublandlord in connection therewith. If and to the extent Sublandlord receives an abatement of rent with respect to all or any portion of the Subleased Premises on account of such lack of services, then Sublandlord shall grant a parallel abatement (pertaining to such portion of the Subleased Premises) to Subtenant. If Master Landlord shall default in the performance of any of Master Landlord's obligations under the Master Lease, Sublandlord shall, at Subtenant's written reasonable request, use commercially reasonable efforts to cause Master Landlord to remedy such default (including but not limited to promptly sending notice of such default to Master Landlord); and if (x) such default shall continue uncured beyond the applicable cure period provided in the Master Lease, and (y) Subtenant shall give notice to Sublandlord requesting that Sublandlord institute an appropriate action or proceeding for the benefit enforcement of Sublessorsaid Master Landlord obligations and Sublandlord shall fail to do so within a reasonable time after Subtenant’s written request therefor (no less than 20 days after receipt of such written request), as are made then Subtenant shall have the right to institute an appropriate action or granted by Sublessor as Tenant proceeding against Master Landlord in the name of Sublandlord to enforce Sublandlord’s rights under the Master Lease provided which are applicable to Subtenant (and shall reasonably cooperate with such waivers reasonable requests of Subtenant as may be necessary to enable Subtenant to proceed in Sublandlord’s name), using counsel reasonably acceptable to Sublandlord (it being agreed that G▇▇▇▇▇, D▇▇▇ & C▇▇▇▇▇▇▇ LLP is hereby deemed acceptable). (d) Sublandlord shall not (A) (1) do anything which would constitute a violation or grant breach of rights any of the terms, conditions or provisions of the Master Lease or which would cause the Master Lease to be terminated or forfeited. or (2) permit any such violation or breach, (B) voluntarily cancel or surrender the Master Lease, or (C) assign or sublease its interest thereunder (other than pursuant to this Sublease). (e) Sublandlord may not modify, or cause to be modified, the Master Lease, without the consent of Subtenant, which consent may be granted or withheld in Subtenant's reasonable discretion. (f) Sublandlord shall promptly furnish Subtenant with copies of all notices relating to the Subleased Premises which Sublandlord receives from Master Landlord. (g) Sublandlord agrees to pay all Rent with respect to that portion of the Premises not subleased hereunder according to the terms and conditions set forth in the Master Lease. (h) Sublandlord hereby represents and warrants to Subtenant that (i) the Master Lease is in full force and effect as of the date hereof; (ii) a true, correct and complete copy of the Master Lease has been delivered to Subtenant, together with any amendments, modifications and supplements thereto, and is attached hereto as Exhibit A; (iii) Sublandlord has received no notice or claim that the Subleased Premises do not contradict comply with applicable legal requirements for general office use, (iv) Sublandlord has fully performed its obligations under the rights secured Master Lease in all material respects through the date of this Sublease, (v) to the knowledge of Sublandlord, there are no pending claims against Sublandlord nor, to the knowledge of Sublandlord, any facts that would reasonably be expected to give rise to a claim against Sublandlord, under the Master Lease by the Sublessee under this sublease. The parties hereby confirm that it is not practical in this Sublease agreement to enumerate all counterparties thereto, (vi) there exists no defaults by Sublandlord (or any event that, with the giving of notice or the rights and obligations passage of time or both, would constitute a default on the various parties part of Sublandlord) under the Master Lease and specifically to allocate those rights and obligations in this Sublease agreement. It is the intent of the Parties to afford to Subtenant the benefits and obligations of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit and obligate the party in possession of the Premises. It is understood however that the following provisions of the Master lease and any other rights secured or outlined elsewhere in this document are not subordinate and therefore not controlling: (1) Sublessor shall not have the right to exercise Article III, Paragraph 3.5 of the Master Lease unless Sublessee has breached the Sublease or Master Lease; (2) Article III, Paragraph 3.3 of the Master Lease Agreement is not applicable to the Sublease and (3) Article V, Increases in Real Estate Taxes and Operating Costs, of the Master Lease are also not applicable. (b) This Sublease is expressly made subject to all of the terms, covenants, and conditions of the Master Lease, and other related documents, except as otherwise expressly provided herein. Subject to the Consent to Sublease and Recognition Agreement annexed hereto as Exhibit C, this Sublease shall terminate upon the expiration or termination of the Master Lease or be canceled or terminated pursuant to any of the conditions or covenants of this Sublease or Master Lease or pursuant to law, whereupon all covenants and agreements made by Sublessor herein shall cease without prejudice to the right of Sublessor to recover all Rental accrued to the latter of termination or recovery of the Subleased Premises. (c) For the purposes of this Sublease, Sublessee agrees to provide sufficient notice to the Sublessor (a minimum of three (3) additional business daysvii) to allow Sublessor to provide notice to the Sublandlord’s knowledge, there exists no defaults by Master Landlord pursuant to (or any event that, with the terms and conditions in giving of notice or the passage of time or both, would constitute a default by Master Landlord) under the Master Lease. (i) Sublandlord shall not modify the Master Lease without Subtenant's prior consent, and any such modification shall not be effective against Subtenant without Subtenant's written consent.

The Master Lease. (a) If Lessor shall be in default under the Master Lease in any of its obligations to Sublessor or in any of its obligations to Sublessee, if any, Sublessee acknowledges that it has reviewed and is familiar with all of the termsshall, covenantsby written notice to Sublessor, specify any such default by Lessor, and conditions Sublessor shall, after receiving such notice, either (i) take action for the enforcement of Sublessor's rights against Lessor with respect to such default as described in this Paragraph 2.1 above, or (ii) cure any such default to the extent permitted pursuant to the provisions of the Master Lease, and other related documentation, a copy of each of which is attached hereto as Exhibit A and made a part hereof. The Sublessee shall perform, observe, be entitled to participate with Sublessor in the enforcement of Sublessor's rights against Lessor (and comply with all of the terms, covenants, and conditions of the Master Lease in any recovery or relief obtained to the full extent that the Tenant must performparties' respective rights or interests are affected or costs are incurred). One-half (1/2) of all expenses incurred by Sublessor in connection with its efforts to cause Lessor to perform said obligations shall be paid to Sublessor by Sublessee upon demand, observe, and comply with as Charges (defined in Paragraph 5.4 below). If Sublessee wishes to pursue Lessor's failure to perform its obligations under the Master Lease except as otherwise expressly in addition to Sublessor's reasonable pursuit of the same, then, provided herein such action would not constitute a default under the Master Lease, Sublessee hereby makes shall have the right to take enforcement or self-help action against Lessor in its own name or in the name of Sublessor and at its sole cost and expense and, for that purpose and only to such extent, all waivers and grants all of the rights for of Sublessor to enforce or perform the benefit obligations of Sublessor, as are made or granted by Sublessor as Tenant Lessor under the Master Lease provided are hereby conferred upon and for this purpose assigned to Sublessee and Sublessee hereby is subrogated to such waivers rights (including the benefit of any recovery or grant relief). Sublessee shall indemnify and hold Sublessor harmless from and against all loss, cost, liability, claims, damages and expenses (including without limitation reasonable attorneys' fees), penalties and fines incurred in connection with or arising from the taking of rights do not contradict the rights secured any such action by the Sublessee under this sublease. The parties hereby confirm that it is not practical in this Sublease agreement to enumerate all of the rights and obligations of the various parties under the Master Lease and specifically to allocate those rights and obligations in this Sublease agreement. It is the intent of the Parties to afford to Subtenant the benefits and obligations of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit and obligate the party in possession of the Premises. It is understood however that the following provisions of the Master lease and any other rights secured or outlined elsewhere in this document are not subordinate and therefore not controlling: (1) Sublessor shall not have the right to exercise Article III, Paragraph 3.5 of the Master Lease unless Sublessee has breached the Sublease or Master Lease; (2) Article III, Paragraph 3.3 of the Master Lease Agreement is not applicable to the Sublease and (3) Article V, Increases in Real Estate Taxes and Operating Costs, of the Master Lease are also not applicableSublessee. (b) This Sublease is expressly made subject to all of the terms, covenants, and conditions of the Master Lease, and other related documents, except as otherwise expressly provided herein. Subject to the Consent to Sublease and Recognition Agreement annexed hereto as Exhibit C, this Sublease shall terminate upon the expiration or termination of the Master Lease or be canceled or terminated pursuant to any of the conditions or covenants of this Sublease or Master Lease or pursuant to law, whereupon all covenants and agreements made by Sublessor herein shall cease without prejudice to the right of Sublessor to recover all Rental accrued to the latter of termination or recovery of the Subleased Premises. (c) For the purposes of this Sublease, Sublessee agrees to provide sufficient notice to the Sublessor (a minimum of three (3) additional business days) to allow Sublessor to provide notice to the Master Landlord pursuant to the terms and conditions in the Master Lease.

The Master Lease. (a) Sublessee acknowledges that it has reviewed Sublandlord leases the Premises to Subtenant subject to each and is familiar with all every term, condition, covenant, and obligation of the termsMaster Lease and this Sublease. Notwithstanding anything to the contrary contained herein, covenants, Subtenant hereby unconditionally and irrevocably accepts this Sublease and the Premises subject to the terms and conditions of the Master Lease. Subtenant agrees to be bound by each and every term, condition, covenant, and other related documentation, a copy of each of which is attached hereto as Exhibit A and made a part hereof. The Sublessee shall perform, observe, and comply with all of the terms, covenants, and conditions obligation of the Master Lease binding on the Sublandlord with respect to the full extent that the Tenant must perform, observe, and comply with under the Premises. The Master Lease is incorporated herein as if Sublandlord were the "Landlord" thereunder and Subtenant were the "Tenant" thereunder and the premises therein were the Premises, as applicable, except as otherwise expressly provided herein Sublessee hereby makes all waivers and grants all rights for except to the benefit extent that the terms of Sublessor, as are made or granted by Sublessor as Tenant under the Master Lease provided such waivers or grant of rights do not contradict the rights secured by the Sublessee under this sublease. The parties hereby confirm that it is not practical in this Sublease agreement to enumerate all of the rights and obligations of the various parties under the Master Lease and specifically to allocate those rights and obligations in this Sublease agreement. It is are inconsistent with the intent of the Parties to afford to Subtenant the benefits and obligations express terms of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit and obligate the party in possession of the Premises. It is understood however that the following provisions of the Master lease and any other rights secured or outlined elsewhere in this document are not subordinate and therefore not controlling: Sublease. (1b) Sublessor In no event shall not Subtenant have the right to exercise Article IIIany right or option under the Master Lease to lease additional space, Paragraph 3.5 or to extend or terminate the term of the Master Lease unless Sublessee has breached or this Sublease. Without limiting the Sublease foregoing, Subtenant shall receive no benefit or Master Lease; (2) Article III, Paragraph 3.3 have any rights whatever under Sections 40 and 41 of the Master Lease Lease. (c) Subtenant shall obtain and keep in full force and effect throughout the Term such insurance for the Premises as is required to be carried by the Tenant under the Master Agreement. The Sublandlord and Master Landlord shall be named as additional insured under all such policies. If the Master Agreement does not require insurance to be carried by the Tenant, then the Subtenant shall obtain such insurance for the Premises as is not applicable reasonably required by the Sublandlord. (d) Subtenant shall look solely and directly to the Sublease Master Landlord for any and (3) Article Vall services to be provided to the Premises pursuant to the Master Lease, Increases in Real Estate Taxes and Operating Costsrespectively, or otherwise. Failure on the part of the Master Lease are also Landlord or any party to provide these services shall not be a default by Sublandlord of its obligations under this Sublease and Subtenant hereby waives any right (including under any applicable law) to claim damages against Sublandlord for the failure of Master Landlord, as applicable, to provide such services. Notwithstanding the foregoing, if the Master Landlord for reasons outside Master Landlord’s control wrongfully denies access to the entire Premises, or wrongfully withholds services that substantially disrupt Subtenant’s useful possession of the entire Premises as reasonably determined by Sublandlord and Subtenant, and Subtenant notifies in writing to Sublandlord and said interference of access or withholding of services continues beyond fifteen (15) days, Subtenant shall be entitled to receive a proportionate reduction of the Rent payable hereunder. (be) This Sublandlord agrees to take commercially reasonable efforts to assist Subtenant as Subtenant may request from time to time in enforcing Master Landlord to provide services under this Sublease; provided, however, that Subtenant shall reimburse Sublandlord for any all reasonable costs and expenses (including reasonable attorneys' fees) actually incurred by Sublandlord in connection therewith. Sublandlord shall in no way be liable to Subtenant for any failure by Master Landlord to perform its obligations under this Sublease is expressly made subject and the Master Lease, respectively. If Master Landlord shall default in the performance of any of Master Landlord’s obligations under the Master Lease, Sublandlord shall, at Subtenant's written reasonable request, send notice of such default to all of the terms, covenants, and conditions of Master Landlord. If (x) such default continues uncured beyond any applicable cure period provided in the Master Lease, and (y) Subtenant gives notice to Sublandlord requesting that Sublandlord institute an appropriate action or proceeding to enforce Sublandlord’s obligations as applicable, and Sublandlord fails to do so within thirty (30) days after receipt of Subtenant’s written request, then Subtenant shall have the right to institute an appropriate action or proceeding against Master Landlord in the name of Sublandlord to enforce Sublandlord’s rights under the Master Lease which are applicable to Subtenant. Any counsel engaged by Subtenant to institute such actions shall be reasonably acceptable to Sublandlord. Sublandlord shall reasonably cooperate with the reasonable requests of Subtenant necessary to enable Subtenant to proceed in Sublandlord’s name; provided that Sublandlord will not have any liability for any costs incurred in connection with this enforcement. (f) Sublandlord shall not (i) (A) take or fail to take any action that would constitute a violation or breach of any of the terms, conditions or provisions of this Sublease or would cause the Master Lease to be terminated or forfeited, or (B) permit any such violation or breach, (ii) voluntarily cancel or surrender the Master Lease Agreement without the prior written consent of Subtenant, or (iii) assign or Sublease its interest thereunder (other related documents, than pursuant to this Sublease) except as otherwise expressly provided herein. Subject to the Consent to extent the Master Lease permits any such assignment or Sublease and Recognition Agreement annexed hereto as Exhibit Conly if the assignee or sublessee assumes the obligations of Sublandlord hereunder. (g) Except to the extent expressly set forth in this Sublease, this Sublease shall terminate upon the expiration Sublandlord may not make or termination permit any modification or waiver of the Master Lease that will adversely affect the rights or obligations of Subtenant hereunder without the consent of Subtenant, which consent may not be canceled unreasonably withheld, conditioned or terminated pursuant to any delayed. Any modification in violation of the conditions or covenants of this Sublease or Master Lease or pursuant to law, whereupon all covenants and agreements made by Sublessor herein foregoing shall cease not be effective against Subtenant without prejudice to the right of Sublessor to recover all Rental accrued to the latter of termination or recovery of the Subleased PremisesSubtenant’s written consent. (ch) For Sublandlord shall promptly furnish Subtenant with copies of all notices relating to the purposes Subleased Premises which Sublandlord receives from Sublandlord. (i) Provided Subtenant makes timely payment of this SubleaseRent as and when due hereunder, Sublessee Sublandlord agrees to provide sufficient notice to the Sublessor (a minimum of three (3) additional business days) to allow Sublessor to provide notice to the Master Landlord pursuant pay all rent and other charges according to the terms and conditions set forth in this Sublease. (j) Wherever in this Sublease the Sublandlord is required to obtain the consent of Master Landlord prior to taking any action, Subtenant shall notify Sublandlord and/or Master Landlord prior to taking any such action, and Sublandlord shall use commercially reasonable efforts to request the consent of Master Landlord. Subtenant shall not take any such action without obtaining such consents of Master Landlord, Sublandlord. (k) Notwithstanding anything contrary contained herein, any charges levied by Master Landlord for the return of the Premises shall be the liability of Subtenant under the terms of the Master Lease.

The Master Lease. (a) Sublessee acknowledges Subtenant covenants and agrees that it has reviewed and is familiar with all obligations of "Tenant" under the terms, covenants, and conditions of the Master Lease, and other related documentation, a copy of each of which is attached hereto as Exhibit A and made a part hereof. The Sublessee shall perform, observe, and comply with all of the terms, covenants, and conditions terms of the Master Lease (as herein incorporated) shall be done or performed by Subtenant with respect to the full extent that the Tenant must performPremises, observeexcept as otherwise provided by this Sublease, and comply with Subtenant's obligations shall run to Sublandlord or Master Landlord as Sublandlord may reasonably determine to be appropriate or required by the respective interests of Sublandlord and Master Landlord. In any case where Subtenant has rights under the Master Lease except as otherwise expressly provided herein Sublessee hereby makes all waivers and grants all rights for the benefit of Sublessor, as are made or granted by Sublessor as Tenant under the Master Lease provided such waivers or grant of rights do not contradict the rights secured by the Sublessee under this sublease. The parties hereby confirm that it is not practical in this Sublease agreement which would ordinarily run to enumerate all of the rights and obligations of the various parties "Tenant" under the Master Lease and specifically which require the consent of Master Landlord, Subtenant agrees to allocate those rights direct any request regarding that right to Sublandlord, who will then communicate directly to Master Landlord regarding the request. Sublandlord agrees to forward any such request to Master Landlord immediately upon Sublandlord's receipt thereof, but in any case within three (3) Business Days of Sublandlord's receipt of any such request. Sublandlord agrees to promptly communicate any response from Master Landlord to Subtenant in writing no more than three (3) Business Days after receipt; provided, however, that in no event shall the foregoing be deemed to extend the time period within which Sublandlord is required to respond to Subtenant's request hereunder. Subtenant agrees to indemnify Sublandlord and obligations in this Sublease agreement. It is the intent hold it harmless from and against any and all claims, damages, losses, expenses and liabilities (including reasonable attorneys' fees) incurred by Sublandlord as a result of the Parties to afford to Subtenant the benefits and non-performance or non-observance of any Sublandlord's obligations of this Sublease and of those provisions of under the Master Lease which are the result of a default by their nature are intended Subtenant under this Sublease. Sublandlord agrees to benefit indemnify Subtenant and obligate the party in possession hold it harmless from and against any and all claims, damages, losses, expenses and liabilities (including reasonable attorneys' fees) incurred by Subtenant as a result of the Premises. It is understood however that the following provisions non-observance by Sublandlord of any of Sublandlord's obligations as "Tenant" under the Master lease and Lease. Neither Subtenant nor Sublandlord shall do, nor permit to be done, any other rights secured act or outlined elsewhere in thing which is, or with notice or the passage of time would be, a default under this document are not subordinate and therefore not controlling: (1) Sublessor shall not have the right to exercise Article IIISublease, Paragraph 3.5 of and/or the Master Lease unless Sublessee has breached the Sublease or Master Lease; (2) Article III, Paragraph 3.3 of the Master Lease Agreement is not applicable to the Sublease and (3) Article V, Increases in Real Estate Taxes and Operating Costs, of the Master Lease are also not applicable. (b) This Sublease is expressly made subject Sublandlord agrees that Subtenant shall be entitled to receive all of the terms, covenants, services and conditions of repairs to be provided by Master Landlord to Sublandlord under the Master Lease, and other related documentsLease with respect to the Premises, except as otherwise expressly provided herein. Subject to the Consent to Sublease and Recognition Agreement annexed hereto as Exhibit C, by this Sublease shall terminate upon the expiration or termination of by the Master Lease or (as incorporated herein), and Sublandlord hereby agrees to use commercially reasonable efforts (which shall not be canceled or terminated pursuant deemed to require litigation) in seeking to enforce said rights of Subtenant against Master Landlord. Subtenant acknowledges that Sublandlord is not the owner of the Building and Subtenant shall not, under any circumstances, seek nor require Sublandlord to perform any of the conditions or covenants of this Sublease or Master Lease or pursuant to lawsuch services, whereupon all covenants and agreements made by Sublessor herein nor shall cease without prejudice to the right of Sublessor to recover all Rental accrued to the latter of termination or recovery of the Subleased Premises. (c) For the purposes of this Sublease, Sublessee agrees to provide sufficient notice to the Sublessor (a minimum of three (3) additional business days) to allow Sublessor to provide notice to the Master Landlord pursuant to the terms and conditions in the Master Lease.Subtenant make any claim upon Sublandlord for any damages which may arise