Common use of The Master Lease Clause in Contracts

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 Sublessee acknowledges that it has reviewed and is hereby agreed that Sublandlord leases the Subleased Premises to Subtenant upon each and familiar with all of the terms, conditionscovenants, covenants and obligations conditions of the Master Lease, and Subtenant hereby unconditionally other related documentation, a copy of each of which is attached hereto as Exhibit A and irrevocably accepts this Sublease and the Subleased Premises subject to and uponmade a part hereof. The Sublessee shall perform, observe, and hereby irrevocably and unconditionally assumes and agrees to be bound by and perform, each and comply with all of the terms, conditionscovenants, 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 binding on and specifically to allocate those rights and obligations in this Sublease agreement. It is the "Tenant" thereunder with respect 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 Subleased PremisesSublease and (3) Article V, Increases in Real Estate Taxes and such termsOperating Costs, 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 also 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 Premisesapplicable.

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 (ai) It is hereby agreed that Sublandlord leases take action for the Subleased Premises enforcement of Sublessor's rights against Lessor with respect to Subtenant upon each and all of such default as described in this Paragraph 2.1 above, or (ii) cure any such default to the terms, conditions, covenants and obligations 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 Subtenant hereby unconditionally at its sole cost and irrevocably accepts this Sublease expense and, for that purpose and the Subleased Premises subject only to and uponsuch extent, and hereby irrevocably and unconditionally assumes and agrees to be bound by and perform, each and all of the terms, conditions, covenants and rights of Sublessor to enforce or perform the obligations of the Master Lease binding on the "Tenant" thereunder with respect to the Subleased Premises, and such terms, conditions, covenants and obligations of Lessor under the Master Lease are hereby incorporated by reference herein as if Sublandlord were conferred upon and for this purpose assigned to Sublessee and Sublessee hereby is subrogated to such rights (including 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 benefit 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 Premisesrecovery or relief). Subtenant expressly agrees and acknowledges that Sublandlord Sublessee 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 indemnify and hold Sublandlord Sublessor harmless from and against any liability, all loss, cost, claimliability, damageclaims, expense or cause of action, including, damages and expenses (including without limitation, limitation reasonable attorneys' fees fees), penalties and court costs, which arise from, in respect of, fines incurred in connection with or are related in arising from the taking of any manner or to any extent to any failure such action 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 PremisesSublessee.

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 agrees that all 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 under the terms of the Master Lease are inconsistent (as herein incorporated) shall be done or performed by Subtenant with respect to the express terms of Premises, except as otherwise provided by this Sublease. Subtenant shall be liable for any , and all damages resulting from or in respect of Subtenant's failure obligations shall run to perform any of the terms, conditions, covenants and obligations set forth in the Sublandlord or Master Lease to the extent of Subtenant's pro-rata share of any such damages, such pro rata share Landlord as Sublandlord may reasonably determine to be calculated by multiplying any such damages appropriate or required by the ratio respective interests of rentable square feet contained in the Subleased Premises to the rentable square feet contained in the Sublandlord Premisesand Master Landlord. In any case where 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 has rights under the Master Lease or as incorporated into this Sublease 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 Subtenant shall have no claim against right to Sublandlord, who will then communicate directly to Master Landlord regarding the request. Sublandlord by reason 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 default by such request. Sublandlord agrees to promptly communicate any response from Master Landlord to Subtenant in performing such covenants and obligationswriting 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 shall indemnify, defend agrees to indemnify Sublandlord and hold Sublandlord it harmless from and against any liabilityand all claims, lossdamages, costlosses, claim, damage, expense or cause of action, including, without limitation, expenses and liabilities (including reasonable 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 fees) incurred by Subtenant to perform each and all Sublandlord as a result of the terms, conditions, covenants non-performance or non-observance of any Sublandlord's obligations in under the Master Lease which are binding on the result of a default by Subtenant under this Sublease. Sublandlord agrees to indemnify Subtenant and 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 non-observance by Sublandlord of any of Sublandlord's obligations as "Tenant" thereunder under the Master Lease. Neither Subtenant nor Sublandlord shall do, nor permit to be done, any act or thing which is, or with respect to notice or the Subleased Premisespassage of time would be, a default under this Sublease, and/or the Master Lease.

The Master Lease. (a) It This Sublease is hereby agreed that Sublandlord leases subject and subordinate to all the Subleased Premises to Subtenant upon each terms and all of the terms, conditions, covenants and obligations conditions of the Master Lease, and all rights of Landlord thereunder. 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 acknowledges that it has received a copy of the Master Lease binding on (with material economic terms deleted therefrom), and is familiar with the "Tenant" thereunder terms and conditions thereof. Except with respect to the Subleased Premises, and such terms, conditions, covenants and obligations payment 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 rent under the Master Lease or as incorporated into otherwise expressly provided in this Sublease and that Sublease, Subtenant shall have no claim against Sublandlord by reason of 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 by under the Master Landlord in performing such covenants and obligationsLease. Subtenant shall indemnify, defend and hold will indemnify Sublandlord harmless from and against any loss, liability, loss, cost, claim, damage, expense or cause of action, including, without limitation, and expenses (including reasonable attorneys' fees and court costs, which arise from, in respect of, in connection with or are related in ) arising out of any manner or to any extent to any failure by Subtenant to perform each and all of the terms, conditions, covenants or obligations in default under the Master Lease which are binding on caused solely by Subtenant. In the "Tenant" thereunder with respect event the Master Lease terminates for any reason prior to the Subleased Premisesexpiration 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).