Common use of PROVISIONS CONSTITUTING SUBLEASE Clause in Contracts

PROVISIONS CONSTITUTING SUBLEASE. 1.1 This Sublease is and at all times shall be subject and subordinate to the Lease dated as of May 9, 1995, between Sobrato Development Companies #871, as landlord ("Landlord"), and Sublessor, as tenant, as amended by that certain First Amendment to Lease dated November 26, 1997 (the "Amendment") (together, the "Master Lease"). A copy of the Master Lease is attached hereto as EXHIBIT A. Sublessee shall comply with all of the provisions of the Master Lease and shall perform all the obligations on the part of the "Tenant" under the Master Lease. Sublessee shall indemnify and hold Sublessor harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of Sublessee's failure to comply with or to perform Sublessee's obligations hereunder or the obligations of the "Tenant" under the Master Lease as provided herein. In the event of the termination of Sublessor's interest as "Tenant" under the Master Lease for any reason other than a voluntary termination of the Master Lease by Sublessor without Sublessee's consent, then this Sublease shall terminate concurrently therewith without any liability of Sublessor to Sublessee. 1.2 Except for sections 1, 2, 3, 4, 5, 6, 7, 8, 10, the second paragraph of section 17, 18(A), (B) and (E), 26, the second paragraph of section 32, 34, 37, 38, 39, 40, 42 and 46 of the Master Lease, all of the terms and conditions contained in the Master Lease are incorporated herein as terms and conditions of this Sublease, and along with all of the provisions of this Sublease shall be the complete terms and conditions of this Sublease. The terms of the Amendment shall not be incorporated into this Sublease. All references in the Master Lease to the "Lease" shall be deemed to refer to this Sublease and all references in the Master Lease to "Landlord" and "Tenant" shall be deemed to refer to Sublessor and Sublessee, respectively, except that any reference to "Landlord" in section 9, the second paragraph of section 11, sections 12(C) and (D), sections 13, 14, 15, 16, the first paragraph of section 17, sections 18(C) and (D), the first paragraph of section 19, and sections 20, 23, 27, 29(A) for purposes of Landlord's consent only, 33, 36, and 45 of the Master Lease shall be deemed to refer to both Landlord and Sublessor and any reference to "Landlord" in the first and third paragraphs of section 11, sections 12(B), 25, 28, 30, 31, the first paragraph of section 32, and section 43 of the Master Lease shall be deemed to refer to Landlord only.

PROVISIONS CONSTITUTING SUBLEASE. 1.1 (a) This Sublease is subject to all of the terms and at all times shall be subject and subordinate to the Lease dated as of May 9, 1995, between Sobrato Development Companies #871, as landlord ("Landlord"), and Sublessor, as tenant, as amended by that certain First Amendment to Lease dated November 26, 1997 (the "Amendment") (together, the "Master Lease"). A copy conditions of the Master Lease is attached hereto as EXHIBIT A. in Exhibit A and Sublessee shall comply with all assume and perform the obligations of Sublessor and Lessee in said Master Lease, to the provisions extent said terms and conditions are applicable to the Premises subleased pursuant to this sublease. Sublessee shall not commit or permit to be committed on the Premises any act or omission which shall violate any term or conditions of the Master Lease and shall perform all the obligations on the part of the "Tenant" under the Master Lease. Sublessee shall indemnify and hold Sublessor harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of Sublessee's failure to comply with or to perform Sublessee's obligations hereunder or the obligations of the "Tenant" under the Master Lease as provided herein. In the event of the termination of Sublessor's interest as "Tenant" Lessee under the Master Lease for any reason other than a voluntary termination of the Master Lease by Sublessor without Sublessee's consentreason, then this Sublease shall terminate concurrently coincidentally therewith without any liability of Sublessor to or Sublessee. 1.2 Except for sections 1, 2, 3, 4, 5, 6, 7, 8, 10, the second paragraph of section 17, 18(A), (Bb) and (E), 26, the second paragraph of section 32, 34, 37, 38, 39, 40, 42 and 46 of the Master Lease, all All of the terms and conditions contained in the Exhibit A Master Lease are incorporated herein herein, except for Sections 1.5, 1.6, 1.7, 49, 49b, 49c, ---------------------------- 49d,50, 51, 52, 53 as terms and conditions of this SubleaseSublease (with each ------------------ reference therein to Lessor and Lessee to be deemed to refer to Sublessor and Sublessee) and, and along with all of the provisions of following Sections set out in this Sublease Sublease, shall be the complete terms and conditions of this Sublease. The terms of the Amendment shall not be incorporated into this Sublease. All references in the Master Lease to the "Lease" shall be deemed to refer to this Sublease and all references in the Master Lease to "Landlord" and "Tenant" shall be deemed to refer to Sublessor and Sublessee, respectively, except that any reference to "Landlord" in section 9, the second paragraph of section 11, sections 12(C) and (D), sections 13, 14, 15, 16, the first paragraph of section 17, sections 18(C) and (D), the first paragraph of section 19, and sections 20, 23, 27, 29(A) for purposes of Landlord's consent only, 33, 36, and 45 of the Master Lease shall be deemed to refer to both Landlord and Sublessor and any reference to "Landlord" in the first and third paragraphs of section 11, sections 12(B), 25, 28, 30, 31, the first paragraph of section 32, and section 43 of the Master Lease shall be deemed to refer to Landlord only.

PROVISIONS CONSTITUTING SUBLEASE. 1.1 This Sublease is and at all times shall be subject and subordinate to the Lease Agreement (Single Tenant Industrial) dated as of May 9January 27, 1995, 1996 between Sobrato Development Companies #871Xxxxxxx Investment Company, as landlord Landlord ("Landlord"), and Sublessor, Sublessor as tenant, as amended by that certain First Amendment to Lease dated November 26, 1997 Tenant (the "Amendment") (together, the "Master Lease"). A copy of the Master Lease is attached hereto as EXHIBIT A. Sublessee shall comply with all of the provisions of the Master Lease --------- and shall perform all the obligations on the part of the "Tenant" Tenant under the Master LeaseLease as they relate to the Subleased Premises (as defined in paragraph 2.1 below). Sublessee shall indemnify and hold Sublessor harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of Sublessee's failure to comply with or to perform Sublessee's obligations hereunder or the obligations of the "Tenant" under the Master Lease as provided hereinhereunder. In the event of the termination of Sublessor's interest as "Tenant" Tenant under the Master Lease for any reason other than a voluntary termination of the Master Lease by Sublessor without Sublessee's consent, then this Sublease shall terminate concurrently therewith without any liability of Sublessor to Sublessee. 1.2 Except for sections 1, 2paragraphs 2(c), 2(d), 2(f), 2(h), 2(i), sections 3, 4, 5, 66.1, 78.1, 88.2, 109.1, the second paragraph of section 179.2, 18(A)11, (B) and (E)13.2, 2614.1, the second paragraph of section 3214.2, 3417.9, 21, 24, 37, 3838.10, 39, 40, 42 40 and 46 41 of the Master Lease, Lease all of the terms and conditions contained in the Master Lease are incorporated herein as terms and conditions of this Sublease, and along with all of the provisions of this Sublease shall be the complete terms and conditions of this Sublease. The terms of the Amendment shall not be incorporated into this Sublease. All references in the incorporated provisions of the Master Lease to the "Lease" shall be deemed to refer to this Sublease and all references in the Master Lease to "Landlord" Landlord and "Tenant" Tenant shall be deemed to refer to Sublessor and Sublessee, respectively, except that any reference to "Landlord" in section 9, the second paragraph of section 11, sections 12(C) and (D6.5(e), sections 136.6, 146.7, 157, 168.3, the first 9.3 (except that references therein to section 9.1 shall be deemed to refer to paragraph 22.1 of section this Sublease), 9.5, 9.6, 10.1, 10.2, 10.3, 12.1, 12.2, 17, sections 18(C) 30, 32, 34 and (D), the first paragraph of section 19, and sections 20, 23, 27, 29(A) for purposes of Landlord's consent only, 33, 36, and 45 35 of the Master Lease shall be deemed to refer to both Landlord and Sublessor and any reference to "Landlord" in the first and third paragraphs of section 11, sections 12(B6.5(f), 259.4 (except that references therein to section 9.1 shall be deemed to refer to paragraph 22.1 of this Sublease), 28, 30, 31, the first paragraph of section 32, 13.1 and section 43 13.2 of the Master Lease shall be deemed to refer to Landlord only.

PROVISIONS CONSTITUTING SUBLEASE. 1.1 2.1 This Sublease is subject to all the terms and at all times shall be subject and subordinate to the Lease dated as of May 9, 1995, between Sobrato Development Companies #871, as landlord ("Landlord"), and Sublessor, as tenant, as amended by that certain First Amendment to Lease dated November 26, 1997 (the "Amendment") (together, the "Master Lease"). A copy conditions of the Master Lease is attached hereto Lease, except as EXHIBIT A. Sublessee shall comply with all of the provisions of the Master Lease and shall perform all the obligations on the part of the "Tenant" under the Master Leasespecifically exempted herein. Sublessee shall indemnify assume and hold Sublessor harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of Sublessee's failure to comply with or to perform Sublessee's obligations hereunder or the obligations of Lessee in said Lease to the "Tenant" under extent said terms and conditions are applicable to the Master Lease as provided hereinpremises subleased pursuant to this Sublease. In Sublessee shall not commit or permit to be committed on the event subleased premises any act or omission which shall violate any term or condition of the termination of Sublessor's interest as "Tenant" under the Master Lease for any reason other than a voluntary termination of the Master Lease by Sublessor without Sublessee's consent, then this Sublease shall terminate concurrently therewith without any liability of Sublessor to SublesseeLease. 1.2 Except for sections 1, 2, 3, 4, 5, 6, 7, 8, 10, the second paragraph of section 17, 18(A), (B) and (E), 26, the second paragraph of section 32, 34, 37, 38, 39, 40, 42 and 46 of the Master Lease, all 2.2 All of the terms and conditions contained in the Master Lease attached hereto, are incorporated herein (except for Articles 1.3, 1.5, 1.10, 49, 50 -- and Exhibit B to the Lease,) in their entirety as terms and conditions of this Sublease, Sublease (with each reference therein to Landlord and Tenant to be deemed to refer to Sublessor and Sublessee) and along with all of the provisions of following paragraphs set out in this Sublease Sublease, shall be the complete terms and conditions of this Sublease. . 2.3 The terms parties hereto agree that the Sublessee's obligations under this Sublease are conditioned Sublessor obtaining and providing to Sublessee the Lessor's written consent to the term and conditions of this Sublease within forty five (45) days after the final execution of the Amendment shall not be incorporated into this Sublease. All references in the Master Lease to the "Lease" shall be deemed to refer to this Sublease and all references in the Master Lease to "Landlord" and "Tenant" shall be deemed to refer to Letter of Intent by Sublessor and Sublessee, respectively, except that any reference . Such consent shall be in a form and content acceptable to "Landlord" in section 9, Sublessee. In the second paragraph of section 11, sections 12(Cevent Sublessee has not notified Sublessor within forty-five (45) and (D), sections 13, 14, 15, 16, days from the first paragraph of section 17, sections 18(C) and (D), the first paragraph of section 19, and sections 20, 23, 27, 29(A) for purposes of Landlord's consent only, 33, 36, and 45 mutual execution of the Master Lease Letter of Intent that all of the above conditions are completed, satisfied or waived, this Sublease shall terminate and be of no further force or effect and the parties shall be deemed to refer to both Landlord relieved of all obligations and Sublessor and any reference to "Landlord" in the first and third paragraphs of section 11, sections 12(B), 25, 28, 30, 31, the first paragraph of section 32, and section 43 of the Master Lease shall be deemed to refer to Landlord onlyliability hereunder.

PROVISIONS CONSTITUTING SUBLEASE. 1.1 A. This Sublease is subject to all of the terms and at all times shall be subject and subordinate to the Lease dated as of May 9, 1995, between Sobrato Development Companies #871, as landlord ("Landlord"), and Sublessor, as tenant, as amended by that certain First Amendment to Lease dated November 26, 1997 (the "Amendment") (together, the "Master Lease"). A copy conditions of the Master Lease is attached hereto in Exhibit "A", except as EXHIBIT A. specifically set forth herein, and Sublessee shall comply with all of the provisions of the Master Lease assume and shall perform all the obligations on the part of the "Tenant" under the Master Lease. Sublessee shall indemnify and hold Sublessor harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of Sublessee's failure to comply with or to perform Sublessee's obligations hereunder or the obligations of the "Tenant" Sublessor as leasee under the Master Lease as provided hereinto the extent such terms and conditions are applicable to the Premises subleased pursuant to this Sublease. Sublessee shall not commit or permit on the subleased Premises any act or omission which shall violate any term or condition of the Master Lease. In the event of the termination of Sublessor's interest as "Tenant" Lessee under the Master Lease for any reason other than a voluntary termination of the Master Lease by Sublessor without Sublessee's consentreason, then this Sublease shall terminate concurrently coincidentally therewith without any liability of Sublessor to Sublessee. 1.2 Except for sections 1, 2, 3, 4, 5, 6, 7, 8, 10, the second paragraph of section 17, 18(A), (B) and (E), 26, the second paragraph of section 32, 34, 37, 38, 39, 40, 42 and 46 of the Master Lease, all B. All of the terms and conditions contained in the Master Lease are incorporated herein herein, except for the introductory summary of basic terms on page 1, paragraphs 4, 5, 6, 7, the first two sentences of Section 8, the first paragraph of Section 9 (other than the last sentence), 10 (other than the last sentence), 11, and the introductory clause of the first sentence of Section 30, 36, the address for Sublessor in 37(c), 39, all attachments and exhibits to the Master Lease other than Exhibits A and C and the Rules and Regulations, and any specific references to dollar amounts regarding rent and security deposit as terms and conditions of this SubleaseSublease (with each reference therein to Lessor and Lessee to be deemed to refer to Sublessor and Subleasee, except with respect to obligations that only Master Lessor can perform), and along with all of the provisions of following paragraphs set out in this Sublease shall be the complete terms and conditions of this Sublease. The In the event the terms in one of the Amendment shall not be incorporated into this Sublease. All references in the Master Lease to the "Lease" shall be deemed to refer to this Sublease and all references in the Master Lease to "Landlord" and "Tenant" shall be deemed to refer to Sublessor and Sublessee, respectively, except that any reference to "Landlord" in section 9, the second paragraph of section 11, sections 12(C) and (D), sections 13, 14, 15, 16, the first paragraph of section 17, sections 18(C) and (D), the first paragraph of section 19, and sections 20, 23, 27, 29(A) excepted paragraphs is needed for purposes of Landlord's consent only, 33, 36, and 45 a logical interpretation of the Master Lease (i.e., rent amounts outlined in the introductory summary of basic terms on page 1), then the business terms delineated in this Sublease shall be deemed to refer to both Landlord and Sublessor and any reference to "Landlord" in the first and third paragraphs of section 11, sections 12(B), 25, 28, 30, 31, the first paragraph of section 32, and section 43 of the Master Lease shall be deemed to refer to Landlord onlyincorporated for interpretation reasons.

PROVISIONS CONSTITUTING SUBLEASE. 1.1 A. This Sublease is and at all times shall be subject and subordinate to the Lease dated as Master Lease, any and all subsequent amendments or supplemental agreements thereto and any and all matters to which the tenancy of May 9, 1995, between Sobrato Development Companies #871, as landlord ("Landlord"), and Sublessor, as tenant, as amended by that certain First Amendment to Lease dated November 26, 1997 (Tenant under the "Amendment") (together, the "Master Lease"), is or may be subordinate, and Sublessee shall in no case have any rights under this Sublease that exceed Sublessor's rights as Tenant under the Master Lease. A copy Sublessor agrees that it shall not modify or amend the Master Lease without Sublessee's consent thereto, provided that such consent shall not be unreasonably withheld or delayed. It shall not be deemed unreasonable for Sublessee to withhold its consent to any such modification or amendment in the event the same would increase Sublessee's rental obligations hereunder, affect Sublessee's use or occupancy, change the Subleased Premises, materially decrease the obligations of Sublessor hereunder or Landlord under the Master Lease, adversely affect the rights of Sublessee hereunder, or decrease the services required to be provided by Landlord to the Premises. Sublessee shall in no event withhold its consent to any modification or amendment to the Master Lease to which Sublessor is required to consent. B. All of the terms and conditions of the Master Lease is attached hereto are incorporated herein by reference as EXHIBIT A. if fully set forth herein, and the following terms and conditions thereof shall be applicable to this Sublease with the same force and effect as if all references to "Landlord", "Tenant", "Premises", and "Lease" referred instead to "Sublessor", "Sublessee", the "Subleased Premises", and this "Sublease", respectively: Articles 3(B-E), 7, 8(B & C), 9(A(2-4) & (7-11)), 9(B(1 & 2)), 12(C), the first and last sentences of 15(B), Articles 16(B & C), 17(A-F), 20, 21, 22, 23, 24(A-D, F), 25, 26(A), 27(A, E, F, H, I, J, K), 31, 32, 33, 37, and 39. In the event Sublessor incurs any obligations or costs pursuant to Article 10, 11, 12(F), 13A, or 16A of the Master Lease, Sublessee shall comply with all hold harmless and defend Sublessor therefrom, and reimburse Sublessor therefor upon demand. In case of any default under any of the provisions terms of the Master Lease and or of this Sublease by Sublessee, Sublessor shall perform have all the obligations on the part of the "Tenant" rights, remedies, and damages against Sublessee as would be available pursuant to Articles 19, 20, 21, and 29 of the Master Lease to Landlord against Tenant as if Tenant were in default beyond the applicable cure periods under the Master Lease. Sublessee shall indemnify and hold Sublessor harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of Sublessee's failure neither do nor permit to comply with or to perform Sublessee's obligations hereunder or the obligations of the "Tenant" be done anything which would constitute a default under the Master Lease as provided herein. In the event of the termination of Sublessor's interest as "Tenant" under the Master Lease for any reason other than a voluntary termination of the Master Lease by Sublessor without Sublessee's consent, then this Sublease shall terminate concurrently therewith without any liability of Sublessor to Sublessee. 1.2 Except for sections 1, 2, 3, 4, 5, 6, 7, 8, 10, the second paragraph of section 17, 18(A), (B) and (E), 26, the second paragraph of section 32, 34, 37, 38, 39, 40, 42 and 46 of the Master Lease, all of the terms and conditions contained in the Master Lease are incorporated herein as terms and conditions of this Sublease, and along with all of the provisions of this Sublease shall be the complete terms and conditions of this Sublease. The terms of the Amendment shall not be incorporated into this Sublease. All references in or cause the Master Lease to the "Lease" shall be deemed to refer to this Sublease and all references terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in the Master Lease to "Landlord" and "Tenant" shall be deemed to refer to Sublessor and Sublessee, respectively, except that any reference to "Landlord" in section 9, the second paragraph of section 11, sections 12(C) and (D), sections 13, 14, 15, 16, the first paragraph of section 17, sections 18(C) and (D), the first paragraph of section 19, and sections 20, 23, 27, 29(A) for purposes of Landlord's consent only, 33, 36, and 45 of the Master Lease shall be deemed to refer to both Landlord and Sublessor and any reference to "Landlord" in the first and third paragraphs of section 11, sections 12(B), 25, 28, 30, 31, the first paragraph of section 32, and section 43 of the Master Lease shall be deemed to refer to Landlord onlythereunder.

PROVISIONS CONSTITUTING SUBLEASE. 1.1 This Sublease is and at all times shall be of no force and effect unless and until the Landlord under the Master Lease shall grant its consent in writing thereto and this Sublease is subject to all of the terms and subordinate to the Lease dated as of May 9, 1995, between Sobrato Development Companies #871, as landlord ("Landlord"), and Sublessor, as tenant, as amended by that certain First Amendment to Lease dated November 26, 1997 (the "Amendment") (together, the "Master Lease"). A copy conditions of the Master Lease is attached hereto except as EXHIBIT A. specifically exempted herein and Sublessee shall comply with all assume and perform the obligations of Sublessor as Tenant in said Master Lease to the provisions extent said terms and conditions are applicable to the premises subleased pursuant to this Sublease. Sublessor shall not commit or permit to be committed on the Subleased premises any act or omission which shall violate any term or condition of the Master Lease and shall perform all the obligations on the part or interfere with Sublessee's quiet enjoyment of the "Tenant" under the Master Lease. Sublessee shall indemnify and hold Sublessor harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of Sublessee's failure to comply with or to perform Sublessee's obligations hereunder or the obligations of the "Tenant" under the Master Lease as provided hereinpremises. In the event of the termination of Sublessor's interest as "Tenant" Tenant under the Master Lease for any reason other than a voluntary termination outside the reasonable control of the Master Lease by Sublessor without Sublessee's consentSublessor, then this Sublease shall terminate concurrently coincidentally therewith without any liability of Sublessor to Sublessee. 1.2 Except for sections 1, 2, 3, 4, 5, 6, 7, 8, 10, the second paragraph of section 17, 18(A), (B) and (E), 26, the second paragraph of section 32, 34, 37, 38, 39, 40, 42 and 46 of the Master Lease, all . All of the terms and conditions contained in the Master Lease are incorporated herein except articles 3.1, 3.4, 4.1, 10, 11, 48.1, 53, and Exhibits "B," "B-1" &"C," as terms and conditions of this SubleaseSublease (with each reference therein to Landlord and Tenant to be deemed to refer to Sublessor and Sublessee) and, and along with all of the provisions of following paragraphs set out in this Sublease Sublease, shall be the complete terms and conditions of this Sublease. The terms of the Amendment shall not be incorporated into this Sublease. All references in the Master Lease to the "Lease" shall be deemed to refer to this Sublease and all references in the Master Lease to "Landlord" and "Tenant" shall be deemed to refer to Sublessor and Sublessee, respectively, except that any reference to "Landlord" in section 9, the second paragraph of section 11, sections 12(C) and (D), sections 13, 14, 15, 16, the first paragraph of section 17, sections 18(C) and (D), the first paragraph of section 19, and sections 20, 23, 27, 29(A) for purposes of Landlord's consent only, 33, 36, and 45 of the Master Lease shall be deemed to refer to both Landlord and Sublessor and any reference to "Landlord" in the first and third paragraphs of section 11, sections 12(B), 25, 28, 30, 31, the first paragraph of section 32, and section 43 of the Master Lease shall be deemed to refer to Landlord only.

PROVISIONS CONSTITUTING SUBLEASE. 1.1 4.1 This Sublease is and at all times shall be subject and subordinate to all of the terms and conditions of the Master Lease dated attached hereto as of May 9, 1995, between Sobrato Development Companies #871, as landlord ("Landlord"), and Sublessor, as tenant, as amended by that certain First Amendment to Lease dated November 26, 1997 (the "Amendment") (togetherExhibit A, the "Master Lease")terms and conditions of which, subject to Section 4.2, are incorporated herein by reference. A Sublessee acknowledges receipt of a copy of the Master Lease prior to the date hereof and confirms that Sublessee is attached hereto as EXHIBIT A. familiar with the terms and conditions thereof. Sublessor represents and warrants to Sublessee shall comply that, to Sublessor’s knowledge, no facts or circumstances exist, that with all the giving of the provisions notice or passage of the time or both, would constitute a default by Sublessor or Master Lease and shall perform all the obligations on the part of the "Tenant" Landlord under the Master Lease. Sublessee shall indemnify and hold Sublessor harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of Sublessee's failure to comply with or to perform Sublessee's obligations hereunder or the obligations of the "Tenant" under the Master Lease as provided herein. In the event of the termination of Sublessor's interest as "Tenant" under the Master Lease for any reason other than a voluntary termination of the Master Lease by Sublessor without Sublessee's consent, then this Sublease shall terminate concurrently therewith without any liability of Sublessor to Sublessee. 1.2 Except for sections 1, 2, 3, 4, 5, 6, 7, 8, 10, the second paragraph of section 17, 18(A), (B) and (E), 26, the second paragraph of section 32, 34, 37, 38, 39, 40, 42 and 46 of the Master Lease, all 4.2 All of the terms and conditions contained in the Master Lease are incorporated herein as by this reference and shall be terms and conditions of this Sublease, subject to Section 4.1 above, except (i) those terms and along with all of conditions directly contradicted by the provisions of this Sublease shall be the complete terms and conditions of this Sublease. The , in which case the terms and conditions of the Amendment this Sublease shall not be incorporated into this Sublease. All references control as between Sublessor and Sublessee; (ii) definitions in the Master Lease that have different definitions than the same defined terms set forth in this Sublease, in which case the definitions in this Sublease shall control as between Sublessor and Sublessee; and (iii) the following provisions of the Master Lease, which are hereby excluded from incorporation into this Sublease: Lease Sections 1.1, 1.2.2, 1.3, 1.4, 1.8, 1.10, 1.12, 1.15, 1.17, 14.8, 14.9, 16, 22, Exhibit A, Exhibit B, Exhibit C, Exhibit F Sections 4, 7, 8, 9 and 10, and Exhibit I. No consent by Master Landlord to this Sublease shall amend or be deemed to amend the terms or conditions of the Master Lease (even if directly contradictory to the "term or conditions of this Sublease) or permit Sublessee to engage in any activities or to do any things that are prohibited to Sublessor under the Master Lease" . Without limiting the foregoing, Sublessor confirms that throughout the Sublease Term Sublessee may use Sublessee’s Share (as defined in Section 6 below) of Sublessor’s parking rights provided under the Master Lease, and Sublessee may use all of Landlord’s Furniture subject to the terms and conditions of Master Lease, Exhibit F, Section 6, excepting only any such furniture located in the Retained Premises as of the date hereof (if any). Sublessor further agrees to assign 120 of Sublessor’s fitness center memberships to Sublessee as of the Commencement Date. 4.3 All references to “Tenant” in the terms and conditions of the Master Lease, as incorporated herein, shall be deemed to refer to this Sublease and Sublessee; all references to “Landlord” in the Master Lease to "Landlord" terms and "Tenant" shall be deemed to refer to Sublessor and Sublessee, respectively, except that any reference to "Landlord" in section 9, the second paragraph of section 11, sections 12(C) and (D), sections 13, 14, 15, 16, the first paragraph of section 17, sections 18(C) and (D), the first paragraph of section 19, and sections 20, 23, 27, 29(A) for purposes of Landlord's consent only, 33, 36, and 45 conditions of the Master Lease Lease, as incorporated herein, shall be deemed to refer to both Landlord and Sublessor and Master Landlord; provided, however, that all such Master Lease references to the “Landlord” concerning any reference and all obligations to "Landlord" maintain, repair, own, finance, insure, operate (including providing services and utilities as set forth in the first and third paragraphs of section 11, sections 12(BMaster Lease), 25, 28, 30, 31, improve or upgrade the first paragraph of section 32Building and/or the Sublet Premises shall refer only to Master Landlord, and section 43 Sublessee agrees that Sublessor shall have no such obligations under this Sublease. Sublessee agrees that Sublessor’s sole obligation with respect to the foregoing obligations of Master Landlord, which are not applicable to Sublessor, is to use best efforts to cause Master Landlord to discharge such obligations as provided in the Master Lease. No default by Master Landlord in the performance of such obligations shall entitle Sublessee to any remedies whatsoever against Sublessor under this Sublease unless, and only to the extent, Sublessor is entitled to the same remedy under the Master Lease. 4.4 During the term of this Sublease, Sublessor shall not exercise any right to terminate the Master Lease, or agree with Master Landlord to terminate the Master Lease, without the prior express written consent of Sublessee. Sublessor shall throughout the term of this Sublease comply with all of the obligations of “Tenant” under the Master Lease shall be deemed except to refer the extent those obligations are expressly assigned to Landlord onlySublessee hereunder.