The Master Lease. (a) This Sublease is subject and subordinate to all the terms and conditions of the Master Lease, and all rights of Landlord thereunder. Subtenant acknowledges that it has received a copy of the Master Lease (with material economic terms deleted therefrom), and is familiar with the terms and conditions thereof. Except with respect to payment of rent under the Master Lease or as otherwise expressly provided in this Sublease, Subtenant hereby agrees to comply in all respects with Sublandlord's obligations under the Master Lease insofar as the same are applicable to the Subleased Premises. Subtenant will not cause or allow to be caused any default under the Master Lease. Subtenant will indemnify Sublandlord against any loss, liability, and expenses (including reasonable attorneys' fees and costs) arising out of any default under the Master Lease caused solely by Subtenant. In the event the Master Lease terminates for any reason prior to the expiration or termination of this Sublease for reasons other than a default by Sublandlord, under either the Master Lease or this Sublease, Subtenant shall not have any claim whatsoever against Sublandlord arising or resulting from such termination of the Master Lease. In any event, however, Sublandlord agrees not to exercise its early termination right set forth in Section 2.4.1 of the Master Lease, without the prior written approval of Subtenant. Sublandlord further agrees that, during the Term of this Sublease, Sublandlord will not enter into any amendment of the Master Lease or take any action which would materially impair or increase Subtenant's rights and obligations under this Sublease (and except insofar as any such further obligations are required by law). (b) Subtenant shall expend commercially reasonable diligent efforts to obtain, and Sublandlord agrees to cooperate with Subtenant, at no cost to Sublandlord, in requesting from Master Landlord a nondisturbance and recognition agreement to be entered into by Subtenant and Master Landlord in a form agreed to by Subtenant and Master Landlord and otherwise reasonably acceptable to Sublandlord. (c) The Sublandlord covenants to act with due diligence and in a commercially reasonable manner to fulfill its obligations under the Master Lease, to avoid any default on behalf of Sublandlord under the Master Lease. Sublandlord shall cooperate reasonably with Subtenant, as necessary, by forwarding or joining in notices, requests or demands made by Subtenant to the Master Landlord for purposes of enforcing the rights of the Subtenant under this Sublease or the rights of the Sublandlord under the Master Lease to the extent that such rights of the Sublandlord have been assigned to the Subtenant pursuant to Section 31 herein. Sublandlord shall indemnify Subtenant from any loss to Subtenant arising from a voluntary termination of the Master Lease made without Subtenant's consent, or from a default hereunder by Sublandlord or from a default under the Master Lease on behalf of Sublandlord.
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The Master Lease. (a) This Sublease is subject and subordinate to all the terms and conditions of the Master Lease, and all rights of Landlord Sublandlord thereunder. Subtenant acknowledges that it has received a copy of the Master Lease (with material economic terms deleted therefrom)Lease, and is familiar with the terms and conditions thereof. thereof Except with respect to payment of rent “Rent” under the Master Lease or as otherwise expressly provided in this Sublease, Subtenant hereby agrees to comply in all respects with Sublandlord's ’s obligations under the Master Lease insofar as the same are applicable to the Subleased Premises. , Subtenant and Sublandlord will not cause or allow to be caused any default under the Master Lease. Subtenant will indemnify Sublandlord , and shall indemnify, defend and hold harmless the other party against any loss, liability, and expenses (including reasonable attorneys' ’ fees and costs) arising out of any default under the Master Lease caused solely by SubtenantSubtenant or Sublandlord. In the event the Master Lease terminates for any reason prior to the expiration or termination of this Sublease for reasons other than a default by Sublandlord, under either the Master Lease or this Sublease, Subtenant shall not have any claim whatsoever against Sublandlord arising or resulting from such termination of the Master Lease. In any eventLease unless directly caused by the default of Sublandlord or Sublandlord’s voluntary agreement to terminate the Master Lease without the consent of Subtenant (which consent may be withheld at Subtenant’s sole discretion); provided, however, that Sublandlord agrees not shall in no way be liable under any circumstances for any indirect, consequential, special, punitive, or exemplary damages. Sublandlord acknowledges that it has the obligation to exercise its early termination right set forth in Section 2.4.1 of use good faith, commercially reasonable efforts to maintain the Master Lease, without Lease in full force and effect for the prior written approval benefit of Subtenant. Sublandlord further agrees that, during the Term of this Sublease, Sublandlord will not enter into any amendment of the Master Lease or take any action which would materially impair or increase Subtenant's rights and obligations under this Sublease (and except insofar as any such further obligations are required by law).
(b) Subtenant shall expend commercially reasonable diligent efforts have the right, but not the obligation to obtain, and Sublandlord agrees to cooperate with Subtenant, at no cost to Sublandlord, in requesting from Master Landlord a nondisturbance and recognition agreement to be entered into by Subtenant and Master Landlord in a form agreed to by Subtenant and Master Landlord and otherwise reasonably acceptable to Sublandlord.
(c) The Sublandlord covenants to act with due diligence and in a commercially reasonable manner to fulfill its obligations under the Master Lease, to avoid cure any default on behalf of Sublandlord under the Master Lease. , following written notice to Sublandlord shall cooperate reasonably with Subtenant, as necessary, by forwarding or joining in notices, requests or demands made by Subtenant and following provision to the Master Landlord for purposes Sublandlord of enforcing the rights of the Subtenant under this Sublease or the rights of the Sublandlord under the Master Lease a reasonable opportunity to the extent that cure such rights of the Sublandlord have been assigned to the Subtenant pursuant to Section 31 herein. Sublandlord shall indemnify Subtenant from any loss to Subtenant arising from a voluntary termination of the Master Lease made without Subtenant's consent, or from a default hereunder by Sublandlord or from a default under the Master Lease on behalf of Sublandlorddefault.
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