Common use of The Master Lease Clause in Contracts

The Master Lease. 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 shall, by written notice to Sublessor, specify any such default by Lessor, and 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. Sublessee shall be entitled to participate with Sublessor in the enforcement of Sublessor's rights against Lessor (and in any recovery or relief obtained to the extent the parties' 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, as Charges (defined in Paragraph 5.4 below). If Sublessee wishes to pursue Lessor's failure to perform its obligations under the Master Lease in addition to Sublessor's reasonable pursuit of the same, then, provided such action would not constitute a default under the Master Lease, Sublessee 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 of the rights of Sublessor to enforce or perform the obligations of Lessor under the Master Lease are hereby conferred upon and for this purpose assigned to Sublessee and Sublessee hereby is subrogated to such rights (including the benefit of any recovery or 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 any such action by Sublessee.

The Master Lease. If Lessor shall be in default This Sublease is subject to the Master Lease. The provisions of the Master Lease are incorporated into this Sublease as though Sublandlord were the Landlord under the Master Lease in any of its obligations to Sublessor or in any of its obligations to Sublesseeand Subtenant were the Tenant under the Master Lease, if any, Sublessee shall, by written notice to Sublessor, specify any such default by Lessor, and 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 any such provisions apply to the provisions Subleased Premises. Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Master Lease. Subtenant has received a copy of the Master Lease. Sublessee In the event the Master Lease terminates or expires for any reason, this Sublease shall automatically terminate as well. Without limiting the foregoing in any manner, Subtenant expressly agrees with respect to the Subleased Premises that Tenant’s restoration, maintenance and repair obligations set forth at paragraphs 9 - 10 of the Master Lease shall apply to Subtenant; provided, however, that Subtenant’s obligations hereunder shall be entitled to participate with Sublessor in the enforcement of Sublessor's rights against Lessor (and in any recovery or relief obtained limited to the extent conditions of the parties' respective rights Subleased Premises as they exist on the Sublease Commencement Date. Subtenant further expressly agrees with respect to paragraph 20 of the Master Lease 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 interests are affected other proof of such insurance coverage to Sublandlord at its request. Provided further, that such restoration, maintenance, repair and indemnity obligations of Subtenant shall exclude any liability, damage or costs are incurred). One-half (1/2) of all expenses incurred injury caused by Sublessor Sublandlord and/or its employees, contractors and agents in connection with its efforts to cause Lessor to perform said obligations shall be paid to Sublessor by Sublessee upon demand, as Charges (defined in Paragraph 5.4 below). If Sublessee wishes to pursue Lessor's failure to perform its obligations under the Master Lease in addition to Sublessor's reasonable pursuit Sublandlord’s use of the same, then, provided such action would not constitute a default under Retained Premises and/or access to the Master Lease, Sublessee shall have the right Subleased Premises pursuant 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 of the rights of Sublessor to enforce or perform the obligations of Lessor under the Master Lease are hereby conferred upon and for this purpose assigned to Sublessee and Sublessee hereby is subrogated to such rights (including the benefit of any recovery or 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 any such action by SublesseeParagraph 7 above.

The Master Lease. If Lessor (a) Subtenant covenants and agrees that all obligations of "Tenant" under the terms of the Master Lease (as herein incorporated) shall be in default done or performed by Subtenant with respect to the Premises, except as otherwise provided by this Sublease, and 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 which would ordinarily run to "Tenant" under the Master Lease and which require the consent of Master Landlord, Subtenant agrees to 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 its obligations to Sublessor or in any Sublandlord's receipt of its obligations to Sublessee, if any, Sublessee shall, by written notice to Sublessor, specify any such default 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 hold it harmless from and against any and all claims, damages, losses, expenses and liabilities (including reasonable attorneys' fees) incurred by Lessor, and Sublessor shall, after receiving such notice, either (i) take action for the enforcement of Sublessor's rights against Lessor with respect to such default Sublandlord as described in this Paragraph 2.1 above, or (ii) cure any such default to the extent permitted pursuant to the provisions a result of the Master Lease. Sublessee shall be entitled to participate with Sublessor in the enforcement non-performance or non-observance of Sublessorany Sublandlord's rights against Lessor (and in any recovery or relief obtained to the extent the parties' 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, as Charges (defined in Paragraph 5.4 below). If Sublessee wishes to pursue Lessor's failure to perform its obligations under the Master Lease in addition which are the result of a default by Subtenant under this Sublease. Sublandlord agrees to Sublessor's indemnify Subtenant and hold it harmless from and against any and all claims, damages, losses, expenses and liabilities (including reasonable pursuit attorneys' fees) incurred by Subtenant as a result of the same, then, provided such action would not constitute a default non-observance by Sublandlord of any of Sublandlord's obligations as "Tenant" under the Master Lease. Neither Subtenant nor Sublandlord shall do, Sublessee shall have nor permit to be done, any act or thing which is, or with notice or the right to take enforcement or self-help action against Lessor in its own name or in the name passage of Sublessor and at its sole cost and expense andtime would be, for that purpose and only to such extenta default under this Sublease, all of the rights of Sublessor to enforce or perform the obligations of Lessor under and/or the Master Lease are hereby conferred upon and for this purpose assigned to Sublessee and Sublessee hereby is subrogated to such rights (including the benefit of any recovery or 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 any such action by SublesseeLease.

The Master Lease. If Lessor shall be in default under (a) It is hereby agreed that Sublandlord leases the Master Lease in any Subleased Premises to Subtenant upon each and all of its the terms, conditions, covenants and obligations to Sublessor or in any of its obligations to Sublessee, if any, Sublessee shall, by written notice to Sublessor, specify any such default by Lessor, and 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. Sublessee shall , and Subtenant hereby unconditionally and irrevocably accepts this Sublease and the Subleased Premises subject to and upon, and hereby irrevocably and unconditionally assumes and agrees to be entitled to participate with Sublessor in bound by and perform, each and all of the enforcement terms, conditions, covenants and obligations of Sublessor's rights against Lessor (and in any recovery or relief obtained to the extent the parties' 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, as Charges (defined in Paragraph 5.4 below). If Sublessee wishes to pursue Lessor's failure to perform its obligations under the Master Lease in addition binding on the "Tenant" thereunder with respect to Sublessor's reasonable pursuit of the sameSubleased Premises, thenand such terms, provided such action would not constitute a default under the Master Leaseconditions, Sublessee shall have the right to take enforcement or self-help action against Lessor in its own name or in the name of Sublessor covenants and at its sole cost and expense and, for that purpose and only to such extent, all of the rights of Sublessor to enforce or perform the obligations of Lessor under the Master Lease are hereby conferred upon 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 and except to the extent that the terms of the Master Lease are inconsistent with the express terms of this Sublease. Subtenant shall be liable for this purpose assigned any and all damages resulting from or in respect of Subtenant's failure to Sublessee perform any of the terms, conditions, covenants and Sublessee hereby is subrogated obligations set forth in the Master Lease to such rights (including the benefit extent of Subtenant's pro-rata share of any recovery such damages, such pro rata share to be calculated by multiplying any such damages by the ratio of rentable square feet contained in the Subleased Premises to the rentable square feet contained in the Sublandlord Premises. Subtenant expressly agrees and acknowledges that Sublandlord shall not be obligated to perform, and shall not be liable for the performance by Master Landlord of any of the covenants and obligations of Master Landlord under the Master Lease or relief)as incorporated into this Sublease and that Subtenant shall have no claim against Sublandlord by reason of any default by Master Landlord in performing such covenants and obligations. Sublessee Subtenant shall indemnify indemnify, defend and hold Sublessor Sublandlord harmless from and against all any liability, loss, cost, liabilityclaim, claimsdamage, damages and expenses (including expense or cause of action, including, without limitation reasonable limitation, attorneys' fees)fees and court costs, penalties and fines incurred which arise from, in respect of, in connection with or arising from are related in any manner or to any extent to any failure by Subtenant to perform each and all of the taking of any such action by Sublesseeterms, conditions, covenants or obligations in the Master Lease which are binding on the "Tenant" thereunder with respect to the Subleased Premises.

The Master Lease. If Lessor This Sublease is subject to the Master Lease. Sublessor represents that the Master Lease attached hereto as Exhibit “A” is a true, correct and complete copy of the Master Lease, that the Master Lease is in full force and effect, that there are not now, and that on the Effective Date, there shall not be in default any uncured defaults on Sublessor’s part under the Master Lease in or any events or conditions that are then continuing which, with the passage of its obligations time, will become a default. The provisions of the Master Lease are applicable to this Sublease as though landlord under the Master Lease were the Sublessor or in any under this Sublease and tenant under the Master Lease were Sublessee under this Sublease. Sublessee shall have the right to make directly demands and requests of its obligations Landlord relating to Sublessee, if any, Sublessee shall, by written notice to Sublessor, specify any such default by Lessor, and Sublessor shall, after receiving such notice, either (i) take action for 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's rights against Lessor with . With respect to such default as described in this Paragraph 2.1 above, or (ii) cure any such default all communications between the Sublessee and Landlord that do not relate to the extent permitted pursuant to conditions of the provisions Premises, all communications between Sublessee and Landlord shall be through Sublessor. Sublessee has received a copy of the Master Lease. Neither Sublessee shall nor Sublessor will do, nor allow to be entitled to participate with Sublessor in the enforcement of Sublessor's rights against Lessor (and in any recovery or relief obtained to the extent the parties' done by anyone under their 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 demandcontrol, as Charges (defined in Paragraph 5.4 below). If Sublessee wishes to pursue Lessor's failure to perform its obligations under the Master Lease in addition to Sublessor's reasonable pursuit of the same, then, provided such action anything that would not constitute a default under the Master LeaseLease or that would cause the Master Lease to be terminated or forfeited by virtue of any rights reserved by or vested in Landlord, Sublessee nor shall have the Sublessor agree to terminate nor exercise any right to take enforcement or self-help action 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 Lessor in its own name or in the name any loss, liability, and expenses (including reasonable attorneys’ fees and costs) arising out of Sublessor and at its sole cost and expense and, for that purpose and only to such extent, all of the rights of Sublessor to enforce or perform the obligations of Lessor any default under the Master Lease are hereby conferred upon caused by Sublessee, and for this purpose assigned to Sublessor will indemnify Sublessee and Sublessee hereby is subrogated to such rights (including the benefit of against any recovery or 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)’ fees and costs) arising out of any default under the Master Lease caused by Sublessor, penalties and fines incurred in connection with or arising from the taking out of any termination of the Master Lease by Sublessor without Sublessee’s consent (provided Sublessee is not in Default under this Sublease at the time of such action termination). Pursuant to Paragraph 12.3(b) of the Master Lease, if Sublessee receives a written notice from Landlord that the Sublessor is in breach of the Master Lease, then Sublessee shall pay the Base Rent and Operating Expenses due under this Sublease directly to or as directed by Sublesseethe Landlord, which payments shall be credited against any payments due to Sublessor under this Sublease.