Common use of Relationship to Lease Clause in Contracts

Relationship to Lease. This Sublease and all of Subtenant's rights --------------------- hereunder are expressly subject to and subordinate to all of the terms of the Lease. Subtenant hereby acknowledges that it has received copies of the Lease and has read all of the terms and conditions thereof. Subtenant hereby agrees to assume all obligations of Sublandlord, as "Tenant" under the Lease, with respect to the Subleased Premises. All of the terms and conditions of the Lease are hereby incorporated into this Sublease by reference as if fully set forth herein and except that "Landlord" shall be read as "Sublandlord" and "Tenant" shall be read as "Subtenant"; provided, however, that (i) Subtenant hereby acknowledges that Subtenant shall look solely to Landlord for the performance of all the Landlord's obligations under the Lease and that Sublandlord shall not be obligated to provide any services to Subtenant or otherwise perform any obligations in connection with this Sublease, and (ii) Subtenant shall not be entitled to exercise (or to require Sublandlord to exercise) any right of first offer, right of first refusal, right to contest taxes, renewal option, purchase option, termination option, contraction option, expansion option or any such other right or option granted to Sublandlord as "Tenant" under the Lease. Subtenant acknowledges that any termination of the Lease will result in a termination of the Sublease.

Relationship to Lease. This Sublease and all of Subtenant's ’s rights --------------------- hereunder are expressly subject to and subordinate to all of the terms and conditions of the LeaseLease and the Original Sublease. Subtenant hereby acknowledges that it has received copies of the Lease and has read all of the terms and conditions thereofof the Lease and Original Sublease. In the event of any conflict between the terms of the Lease and the terms of this Sublease, or between the terms of the Original Sublease and the terms of this Sublease, this Sublease shall control as between Sublandlord and Subtenant. Subtenant hereby agrees to assume perform all obligations of Sublandlord, Sublandlord under the Original Sublease (as "Tenant" tenant under the Lease, ) during the Sublease Term to the extent relating to the Subleased Premises except (i) with respect to the Subleased Premises. All payment of “Base Rental” (as such term is defined in Section 5 of the terms Original Lease), and conditions (ii) with respect to the payment of the additional rent and other charges required to be paid by Original Sublandlord under Sections 6 and 7 of the Original Lease. During the Sublease Term, the benefit of all repairs, restorations, compliance with laws and other requirements, materials and services, performed by Landlord or provided to the Subleased Premises by Landlord pursuant to the Lease, and any consents provided by Landlord pursuant to the Lease, shall accrue to Subtenant. If Landlord defaults under any of the terms, covenants and provisions of the Lease are hereby incorporated into this Sublease by reference as if fully set forth herein and except such default has a materially adverse effect on Subtenant’s use or occupancy of or access to the Subleased Premises (an “Interruption”) then, in such event, upon Subtenant’s written request, Sublandlord shall make a commercially reasonable effort to enforce the applicable provisions of the Lease, at no cost or expense to Sublandlord and at Subtenant’s sole cost and expense (provided, however, that "Landlord" Sublandlord shall be read responsible for paying any costs or expenses incurred by Sublandlord as "Sublandlord" and "Tenant" shall be read as "a result of enforcing the applicable provisions of the Lease in the event that an Interruption results from an Event of Default by Sublandlord under the Lease), for Subtenant"’s benefit in an attempt to cause Landlord to cure such default; provided, however, that in no event shall the foregoing require, or be construed or interpreted as requiring, Sublandlord to commence or prosecute any legal actions or proceedings against Landlord. Notwithstanding the foregoing, provided that no Default (idefined below) exists, if an Interruption has occurred and an action with respect to such Interruption against Landlord by Subtenant in Subtenant’s own name is barred by reason of lack of privity, non-assignability or otherwise, then upon request, Sublandlord shall execute all documents reasonably required to allow Subtenant to bring such action in Sublandlord’s name, provided the same is without cost and expense to (provided that Sublandlord shall be responsible for paying any costs or expenses incurred by Sublandlord as a result of allowing Subtenant to bring such action in Sublandlord’s name if an Interruption results from an Event of Default by Sublandlord under the Lease), or recourse against, Sublandlord. Subtenant shall indemnify and hold harmless Sublandlord from and against any and all suits, claims, demands, liability, damages, costs and expenses of every kind and nature incurred by Sublandlord including, without limitation, reasonable attorneys’ fees and expenses, court costs, penalties and fines (excluding, however, any costs or expenses incurred by Sublandlord in the event that the Interruption resulted from an Event of Default by Sublandlord under the Lease), to the extent resulting from any such action. Subtenant hereby acknowledges that Subtenant shall look solely to Landlord for the performance of all the Landlord's ’s obligations under the Lease and that Sublandlord shall not be obligated to provide any services to Subtenant or otherwise perform any obligations in connection with this Sublease, and (ii) Subtenant shall not be entitled to exercise (or to require Sublandlord to exercise) any right of first offer, right of first refusal, right to contest taxes, renewal option, purchase option, termination option, contraction option, expansion option or any such other right or option granted to Sublandlord as "Tenant" the Subleased Premises that are Landlord’s obligation under the Lease. Subtenant acknowledges that any termination of the Lease will may result in a termination of this Sublease. Notwithstanding anything to the contrary contained in this Sublease or the Lease, Sublandlord shall indemnify, defend and protect Subtenant from any and all claims, liabilities, judgments, causes of action, damages, costs and expenses (including reasonable attorneys’ fees) resulting from the termination of this Sublease by reason of a default by Sublandlord under the Lease (and such default is not caused by a default of Subtenant under this Sublease). The indemnification provisions set forth in this Section 4 shall survive the expiration or earlier termination of this Sublease. Sublandlord agrees not to hereafter surrender the Subleased Premises or voluntarily terminate the Original Sublease or enter into any agreement with Original Sublandlord to terminate the Original Sublease provided, however, that the foregoing shall not be construed or interpreted in any manner as prohibiting Sublandlord from exercising any right currently contained in the Original Sublease in favor of Sublandlord for the termination of the Sublease in the event of casualty or condemnation.

Relationship to Lease. This Sublease and all of Subtenant's --------------------- rights --------------------- hereunder are expressly subject to and subordinate to all of the terms of the Lease. Subtenant hereby acknowledges that it has received copies of the Lease and has read all of the terms and conditions thereof. Subtenant hereby agrees to assume all obligations of Sublandlord, Sublandlord (as "Tenant" tenant under the Lease, ) with respect to the Subleased Premises. All of the terms and conditions of the Lease are hereby incorporated into this Sublease by reference as if fully set forth herein and except that "Landlord" shall be read as "Sublandlord" and "Tenant" shall be read as "Subtenant"; provided, however, that (i) Subtenant hereby acknowledges that Subtenant shall look solely to Landlord for the performance of all the Landlord's obligations under the Lease and that Sublandlord shall not be obligated to provide any services to Subtenant or otherwise perform any obligations in connection with this Sublease, and (ii) Subtenant shall not be entitled to exercise (or to require Sublandlord to exercise) any right of first offer, right of first refusal, right to contest taxes, renewal option, purchase option, termination option, contraction option, expansion option or any such other right or option granted to Sublandlord as "Tenant" under the Lease. Subtenant acknowledges that any termination of the Lease will may result in a termination of the Sublease. In the event of a default under any underlying lease of all or any portion of the Subleased Premises which results in the termination of such lease, Subtenant shall, at the option of the lessor under any such lease ("Underlying Lessor"), provided such option is exercised within thirty (30) days of the termination of such underlying lease, attorn to and recognize the Underlying Lessor as landlord hereunder and shall, promptly upon the Underlying Lessor's request, execute and deliver all instruments necessary or appropriate to confirm such attornment and recognition. Notwithstanding such attornment and recognition, the Underlying Lessor shall not (i) be liable for any previous act or omission of Sublandlord under this Sublease, (ii) be subject to any offset, not expressly provided for in this Sublease, which shall have accrued to the Subtenant against Sublandlord, or (iii) be bound by any modification of this Sublease or by any prepayment of more than one month's rent, unless such modification or prepayment shall have been previously approved in writing by the Underlying Lessor. Subtenant hereby waives all rights under any present or future law to elect, by reason of the termination of such underlying lease, to terminate this Sublease or surrender possession of the Subleased Premises.

Relationship to Lease. This Sublease and all of Subtenant's ’s rights --------------------- hereunder are expressly subject to and subordinate to all of the terms and conditions of the Lease. Subtenant hereby acknowledges that it has received copies of the Lease and has read all of the terms and conditions thereofof the Lease. In the event of any conflict between the terms of the Lease and the terms of this Sublease, the terms of this Sublease shall control as between Sublandlord and Subtenant. Subtenant hereby agrees to assume perform all obligations of Sublandlord, Sublandlord under the Lease (as "Tenant" tenant under the Lease, ) during the Sublease Term to the extent relating to the Subleased Premises except (i) with respect to the Subleased Premises. All payment of “Base Rental” (as such term is defined in Section 5 of the terms Original Lease), and conditions (ii) with respect to the payment of the additional rent and other charges required to be paid by Sublandlord under Sections 6 and 7 of the Original Lease. During the Sublease Term, the benefit of all repairs, restorations, compliance with laws and other requirements, materials and services, performed by Landlord or provided to the Subleased Premises by Landlord pursuant to the Lease, and any consents provided by Landlord pursuant to the Lease, shall accrue to Subtenant. If Landlord defaults under any of the terms, covenants and provisions of the Lease are hereby incorporated into this Sublease by reference as if fully set forth herein and except such default has a materially adverse effect on Subtenant’s use or occupancy of or access to the Subleased Premises (an “Interruption”) then, in such event, upon Subtenant’s written request, Sublandlord shall make a commercially reasonable effort to enforce the applicable provisions of the Lease, at no cost or expense to Sublandlord and at Subtenant’s sole cost and expense (provided, however, that "Landlord" Sublandlord shall be read responsible for paying any costs or expenses incurred by Sublandlord as "Sublandlord" and "Tenant" shall be read as "a result of enforcing the applicable provisions of the Lease in the event that an Interruption results from an Event of Default by Sublandlord under the Lease), for Subtenant"’s benefit in an attempt to cause Landlord to cure such default; provided, however, that in no event shall the foregoing require, or be construed or interpreted as requiring, Sublandlord to commence or prosecute any legal actions or proceedings against Landlord. Notwithstanding the foregoing, provided that no Default (idefined below) exists, if an Interruption has occurred and an action with respect to such Interruption against Landlord by Subtenant in Subtenant’s own name is barred by reason of lack of privity, non-assignability or otherwise, then upon request, Sublandlord shall execute all documents reasonably required to allow Subtenant to bring such action in Sublandlord’s name, provided the same is without cost and expense to (provided that Sublandlord shall be responsible for paying any costs or expenses incurred by Sublandlord as a result of allowing Subtenant to bring such action in Sublandlord’s name if an Interruption results from an Event of Default by Sublandlord under the Lease), or recourse against, Sublandlord. Subtenant shall indemnify and hold harmless Sublandlord from and against any and all suits, claims, demands, liability, damages, costs and expenses of every kind and nature incurred by Sublandlord including, without limitation, reasonable attorneys’ fees and expenses, court costs, penalties and fines (excluding, however, any costs or expenses incurred by Sublandlord in the event that the Interruption resulted from an Event of Default by Sublandlord under the Lease), to the extent resulting from any such action. Subtenant hereby acknowledges that Subtenant shall look solely to Landlord for the performance of all the Landlord's ’s obligations under the Lease and that Sublandlord shall not be obligated to provide any services to Subtenant or otherwise perform any obligations in connection with this Sublease, and (ii) Subtenant shall not be entitled to exercise (or to require Sublandlord to exercise) any right of first offer, right of first refusal, right to contest taxes, renewal option, purchase option, termination option, contraction option, expansion option or any such other right or option granted to Sublandlord as "Tenant" the Subleased Premises that are Landlord’s obligation under the Lease. Subtenant acknowledges that any termination of the Lease will may result in a termination of this Sublease. Notwithstanding anything to the contrary contained in this Sublease or the Lease, Sublandlord shall indemnify, defend and protect Subtenant from any and all claims, liabilities, judgments, causes of action, damages, costs and expenses (including reasonable attorneys’ fees) resulting from the termination of this Sublease by reason of a default by Sublandlord under the Lease (and such default is not caused by a default of Subtenant under this Sublease). The indemnification provisions set forth in this Section 4 shall survive the expiration or earlier termination of this Sublease. Sublandlord agrees not to hereafter surrender the Subleased Premises or voluntarily terminate the Lease or enter into any agreement with Landlord to terminate the Lease provided, however, that the foregoing shall not be construed or interpreted in any manner as prohibiting Sublandlord from exercising any right currently contained in the Lease in favor of Sublandlord for the termination of the Lease in the event of casualty or condemnation.