The Master Lease. Tenant acknowledges that Landlord’s right to occupancy and control of portions of the Property has been granted pursuant to a lease (the “Master Lease”) from Master Landlord. The portion of the Premises indicated on Exhibit A is located on the portion of the Property leased from Master Landlord. All of Tenant’s rights hereunder are subject and subordinate to the provisions of the Master Lease. Tenant has received a complete copy of and reviewed the Master Lease. Landlord will promptly forward any future amendments to the Master Lease to Tenant. In the event that the Master Lease shall be terminated for any reason whatsoever, this Lease shall likewise terminate without further liability to either party. During the term of this Lease, Tenant does hereby expressly assume and agree, for the benefit of Landlord and Master Landlord, to perform and comply with and be bound by each and every obligation of and restriction on Landlord under the Master Lease, except for the payment of rent, as such obligations relate to the Premises. The obligations that Tenant has assumed under this Section are hereinafter referred to as “Tenant’s Assumed Obligations.” Tenant shall indemnify and hold Landlord free and harmless from and defend Landlord and all officers, directors, partners, shareholders, agents, employees, representatives and affiliates of Landlord and of any affiliated company or person against all liability, judgments, costs, damages, claims or demands, including reasonable attorneys’ fees, arising out of Tenant’s failure to comply with or perform Tenant’s Assumed Obligations.
The Master Lease. (a) It is hereby agreed that Sublandlord leases the Subleased Premises to Subtenant upon each and all of the terms, conditions, covenants and obligations of the Master Lease, 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 bound by and perform, each and all of the terms, conditions, covenants and obligations of the Master Lease binding on the "Tenant" thereunder with respect to the Subleased Premises, and 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 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 any and all damages resulting from or in respect of Subtenant's failure to perform any of the terms, conditions, covenants and obligations set forth in the Master Lease to the extent of Subtenant's pro-rata share of any 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 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. Subtenant shall indemnify, defend and hold Sublandlord harmless from and against any liability, loss, cost, claim, damage, expense or cause of action, including, without limitation, attorneys' fees and court costs, which arise from, in respect of, in connection with or are related in any manner or to any extent to any failure by Subtenant to perform each and all of the terms, conditions, covenants or obligations in the Master Lease which are binding on the "Tenant" thereunder with respect to the Subleased Premises.
The Master Lease. (a) It is hereby agreed that Sublandlord leases the Subleased Premises to Subtenant upon each and all of the terms, conditions, covenants and obligations of the Master Lease, 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 bound by and perform, each and all of the terms, conditions, covenants and obligations of the Master Lease binding on the "Tenant" thereunder with respect to the Subleased Premises, and 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 and except to the extent that the terms of the Master Lease are inconsistent with the express terms of this Sublease.
The Master Lease. This Sublease is subject to the Master Lease. The provisions of the Master Lease are applicable to this Sublease as though landlord under the Master Lease were the Sublessor under this Sublease and tenant under the Master Lease were Sublessee under this Sublease; provided, however, that all communications between Sublessee and Landlord shall be through Sublessor only. Sublessee has received a copy of the Master Lease. Sublessee will not cause or allow to be caused any default under the Master Lease. Sublessee will indemnify Sublessor against any loss, 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.
The Master Lease. Tenant hereby recognizes that the estate of ---------------- Landlord in the Premises and the Building is that of the "Lessee" under the Master Lease. Tenant agrees that all rights, power, privileges and options granted to Tenant by this Lease are subject to the provisions of the Master Lease and no such right, power, privilege or option may be exercised or enjoyed by Tenant if and to the extent that the exercise or enjoyment thereof would not be permitted by, or would violate the terms of, the Master Lease, and that Tenant will not commit or suffer any act of omission or commission which would violate any of the terms or conditions of the Master Lease.
The Master Lease. This Sublease is subject to the Master Lease. Except as set forth in this Sublease, the provisions of the Master Lease are applicable to this Sublease as though Sublandlord were the Landlord under the Master Lease and Subtenant were the Tenant under the Master Lease. Subtenant shall not cause or allow to be caused any default under the Master Lease. Subtenant shall defend, indemnify and hold harmless Sublandlord against any loss, liability, and expenses (including attorneys’ fees and costs) arising out of any default under the Master Lease caused by Subtenant, and Sublandlord shall defend, indemnify and hold harmless Subtenant against any loss, liability, and expenses (including reasonable attorneys’ fees and costs) arising out of any default under the Master Lease caused by Sublandlord.
The Master Lease. This Sublease is subject and subordinate to all the terms and conditions of the Master Lease, and all rights of Sublandlord thereunder. Subtenant acknowledges that it has received a copy of the Master Lease, 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. Neither Subtenant nor Sublandlord will cause or allow to be caused any default under the Master Lease. In the event the Master Lease terminates for any reason prior to the expiration or termination of this Sublease, Subtenant shall not have any claim whatsoever against Sublandlord arising or resulting from such termination of the Master Lease unless caused by the actions or omissions of Sublandlord. In the event the Master Lease terminates for any reason prior to the expiration or termination of this Sublease, Sublandlord shall not have any claim whatsoever against Subtenant arising or resulting from such termination of the Master Lease unless caused by the actions or omissions of Subtenant.
The Master Lease. PropCo, as landlord, and SCI, as tenant, entered into that certain Master Lease, dated as of November 7, 2007 (as amended as of the Petition Date, the “Master Lease”), under which SCI leases the real property and improvements occupied by the Leased Hotels. The Master Lease is a “triple net” lease under which taxes, insurance, capital expenditures, and other expenses (in each case as provided therein) are born by SCI. SCI pays rent to PropCo both in the form of cash payments to PropCo and cash payments to third parties on behalf of PropCo, all as required pursuant to the terms of the Master Lease. Payments to be made by SCI to PropCo under the Master Lease are due on the day (the “Rent Payment Date”) that is the third (3rd) business day preceding the fifteenth (15th) day of each calendar month. Such rent payments cover the period from the fifteenth (15th) day of the month in which such rent payment is made through the fourteenth (14th) day of the next month (the “Rental Period”).
The Master Lease. This Agreement incorporates all of the terms of the Master Lease, and Subtenant shall abide by all of the terms thereof. Except as otherwise provided by the terms of this Agreement, this Agreement is subordinate and subject to all terms, conditions, specifications and requirements of the Master Lease. The provisions of the Master Lease shall be construed and shall apply to this Agreement as though the Landlord under the Master Lease were the Sublessor under this Agreement and the Tenant under the Master Lease were the Subtenant under this Agreement. When the terms of this Agreement conflict with the Master Lease, the Master Lease shall control. Sublessor shall have all the rights and remedies against the Subtenant that the Landlord has against the Lessor. Subtenant shall indemnify and hold Sublessor harmless for any and all liability arising out of the use/or possession of the Subleased Premises by the Subtenant and any violation of the Master Lease or this Agreement by Subtenant.
The Master Lease. Notwithstanding the fact that Sublessor has executed this Sublease, if Master Landlord does not approve this Sublease, it shall be null and void and of no effect. Sublessor makes no representations or warranties that Master Landlord will approve this Sublease.
