Common use of Relationship to Master Lease Clause in Contracts

Relationship to Master Lease. This Sublease is subject and subordinate to all the provisions in the Master Lease, and neither Sublandlord nor Subtenant shall commit or permit to be committed any act or omission that will violate any provisions of the Master Lease with respect to the Subleased Premises. Except as otherwise expressly provided in this Sublease, Subtenant agrees to perform all the terms and conditions of the Master Lease that are to be observed and performed by Sublandlord under the Master Lease with respect to the Term of this Sublease and Subtenant shall be responsible for and perform the obligations of the “Tenant” under the Master Lease first accruing from and after the Commencement Date of this Sublease. Subtenant’s obligations shall not include (and Sublandlord’s obligations under this Sublease shall include) the obligations of Sublandlord under the Master Lease that (i) are otherwise inconsistent with any other terms or conditions of this Sublease or that Subtenant has no obligation to perform (e.g., Sublandlord’s obligation to pay Base Rent under the Master Lease and Sublandlord’s surrender obligations under the Master Lease) (collectively referred to herein as “Sublandlord’s Remaining Obligations”), or (ii) are applicable to any period of time before possession of the Subleased Premises has been delivered to Subtenant or after the expiration or earlier termination of the term of this Sublease. Sublandlord shall not agree to amend or modify the Master Lease in any way so as to materially or adversely affect Subtenant or its interest thereunder, increase Subtenant’s obligations thereunder or materially restrict Subtenant’s rights thereunder, without the prior written approval of Subtenant, which may be withheld in Subtenant’s sole (but reasonable) discretion. Sublandlord shall not voluntarily terminate the Master Lease during the term of this Sublease for any reason (including, without limitation, any damage to or destruction of the Subleased Premises caused by a casualty or eminent domain action) without Subtenant’s prior written approval. If Sublandlord shall be entitled to receive under the Master Lease an abatement of rent as to the Subleased Premises (applicable to any period after the Commencement Date), then Subtenant shall be entitled to receive from Sublandlord a proportionate abatement of Rent under this Sublease. Subtenant acknowledges that certain of the rights of “Tenant” under the Master Lease are not transferable to Subtenant, including, without limitation, Section 23.11. Real Estate Brokers; Finders, Section 24. Option to Extend, Section 26. Tenant Improvement Allowance, and Section 27. Termination, and agrees and acknowledges that such unavailability of rights shall not constitute a breach or failure of this Sublease. Except as set forth in the following sentence, if the Master Lease terminates, this Sublease shall terminate, and the parties shall be relieved from all liabilities and obligations under this Sublease; except that if this Sublease terminates as a result of a default of one of the parties under this Sublease or the Master Lease, or both, the defaulting party shall be liable and responsible to the non-defaulting party for all claims, demands and damages suffered by the non-defaulting party as a result of such termination. In the event of any such termination of the Master Lease or re-entry or repossession of the Premises by Master Landlord, Master Landlord may, at its sole discretion and option, take over all right, title, and interest of Sublandlord under this Sublease and Subtenant shall, at Master Landlord’s option, attorn to Master Landlord, but Master Landlord shall not:

Relationship to Master Lease. This Sublease is subject and subordinate ---------------------------- to the Master Lease. Sublandlord shall perform all of its obligations under the provisions Master Lease to the extent Subtenant is not required to perform such obligations under this Sublease. In the event, however, that Sublandlord defaults in the performance of any of Sublandlord's remaining obligations under the Master Lease, and neither Sublandlord nor then Subtenant shall commit or permit to be committed any act or omission that will violate any provisions of the Master Lease with respect to the Subleased Premises. Except as otherwise expressly provided give Sublandlord written notice thereof specifying in this Subleasewhat manner Sublandlord has defaulted, Subtenant agrees to perform all the terms and conditions of the Master Lease that are to be observed and performed if such default is not cured by Sublandlord under the Master Lease with respect within thirty (30) days thereafter (except that if such default cannot be cured within said thirty (30) day period, then such period shall be extended for an additional reasonable time, provided that Sublandlord commences to the Term of this Sublease cure such default within such thirty (30) day period and proceeds diligently thereafter to effect such cure as quickly as reasonably possible), then Subtenant shall be responsible for entitled to cure such default and perform the obligations of the “Tenant” under the Master Lease first accruing promptly collect from and after the Commencement Date of this SubleaseSublandlord Subtenant's reasonable expenses in so doing. Subtenant’s obligations Subtenant shall not include be required, however, to wait the entire cure period described herein if earlier action is required to comply with any applicable governmental law, regulation or order. Sublandlord shall indemnify, defend, protect, and hold harmless Subtenant from any and all liability, damages, claims, actions, demands and costs (including reasonable and actual attorneys' fees), resulting, directly or indirectly, from Sublandlord’s obligations under this Sublease shall include) the 's failure to perform such remaining obligations of Sublandlord under the Master Lease that (i) are otherwise inconsistent with Lease. Upon any other terms or conditions termination of the Master Lease, this Sublease or shall also terminate except as otherwise provided in the Consent of the Master Landlord; provided, however, that Subtenant has no obligation to perform (e.g., Sublandlord’s obligation to pay Base Rent under if the Master Lease and Sublandlord’s surrender is terminated as a result of a default by Sublandlord of such remaining obligations of Sublandlord under the Master Lease) (collectively referred to herein as “Sublandlord’s Remaining Obligations”), or (ii) are applicable to any period of time before possession of the Subleased Premises has been delivered Sublandlord shall be liable to Subtenant for all damages resulting therefrom, and Subtenant shall have all rights and remedies that would otherwise be available to it at law or in equity as a result of such default. Provided that Subtenant is not then in default (after the expiration or earlier termination of the term of applicable notice and cure periods) under this Sublease. , Sublandlord shall not agree to amend enter into any amendment or modify modification of the Master Lease in any way so as to which will materially or and adversely affect Subtenant or its interest thereunder, increase Subtenant’s obligations thereunder or materially restrict Subtenant’s rights thereunder, 's use and occupancy of the Premises without the prior written approval consent of Subtenant, nor shall Sublandlord consent to a termination of the Master Lease (except as specifically permitted by this Sublease), or a surrender thereof without the consent of Subtenant, which may be withheld in Subtenant’s sole (but reasonable) discretion. Sublandlord consent shall not voluntarily terminate be unreasonably withheld. Subtenant hereby expressly assumes and agrees: (i) to comply with all provisions of the Master Lease which are incorporated hereunder applicable to the Sublease Term; and (ii) to perform all the obligations on the part of the "Tenant" to be performed under the terms of the Master Lease during the term of this Sublease for any reason (including, without limitation, any damage to or destruction of the Subleased Premises caused by a casualty or eminent domain action) without Subtenant’s prior written approval. If Sublandlord shall be entitled to receive under the Master Lease an abatement of rent as to the Subleased Premises (applicable to any period after the Commencement Date), then Subtenant shall be entitled to receive from Sublandlord a proportionate abatement of Rent under this Sublease. Subtenant acknowledges that certain of the rights of “Tenant” under the Master Lease which are not transferable to Subtenant, including, without limitation, Section 23.11. Real Estate Brokers; Finders, Section 24. Option to Extend, Section 26. Tenant Improvement Allowance, and Section 27. Termination, and agrees and acknowledges that such unavailability of rights shall not constitute a breach or failure of this Sublease. Except as set forth in the following sentence, if the Master Lease terminates, this Sublease shall terminate, and the parties shall be relieved from all liabilities and obligations under this Sublease; except that if this Sublease terminates as a result of a default of one of the parties under this Sublease or the Master Lease, or both, the defaulting party shall be liable and responsible to the non-defaulting party for all claims, demands and damages suffered by the non-defaulting party as a result of such terminationincorporated hereunder. In the event of any such termination a conflict between the provisions of this Sublease and the Master Lease, as between Sublandlord and Subtenant, the provisions of this Sublease shall control. In the event of a conflict between the express provisions of this Sublease and the provisions of the Master Lease or re-entry or repossession Lease, as incorporated herein, the express provisions of the Premises by Master Landlord, Master Landlord may, at its sole discretion and option, take over all right, title, and interest of Sublandlord under this Sublease and Subtenant shall, at Master Landlord’s option, attorn to Master Landlord, but Master Landlord shall not:prevail.

Relationship to Master Lease. This Sublease is and all of the Sublessee’s rights hereunder are expressly subject to and subordinate to all of the provisions in terms of the Master Lease. It is understood, and neither Sublandlord nor Subtenant however, that the Sublessee shall commit or permit not be bound by any amendments to be committed any act or omission that will violate any provisions of the Master Lease with respect made after the date hereof without the Sublessee’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Subject to the Subleased Premises. Except as otherwise expressly provided in provisions of this Sublease, Subtenant agrees to perform all of the terms covenants, agreements, terms, provisions and conditions of the Master Lease that are incorporated herein as if set forth at length herein, except those which by their nature or purport are inapplicable or inappropriate to be observed the subleasing of the Subleased Premises pursuant to this Sublease or are inconsistent with or modified by any of the terms, covenants or conditions of this Sublease. Notwithstanding the generality of the preceding sentence, it is agreed as follows: for the purposes of the incorporation of the terms and performed by Sublandlord provisions of the Master Lease herein, the term “Tenant” in the Master Lease shall mean and refer to the Sublessee hereunder, the term “Landlord” in the Master Lease shall mean and refer to the Sublessor hereunder, the term “Leased Premises” in the Master Lease shall mean and refer only to the Subleased Premises hereunder, the term “Basic Rent” or words of similar import in the Master Lease shall mean and refer to the Base Rent hereunder, the term “Additional Rent” or words of similar import in the Master Lease shall mean and refer to the Additional Rent hereunder, the term “Monetary Obligation” or words of similar import in the Master Lease shall mean and refer to the Base Rent, Additional Rent and all other sums payable hereunder, the term “Lease” or words of similar import in the Master Lease shall mean and refer to this Sublease, and the term “Alterations” or words of similar import in the Master Lease shall mean any alterations, installations, additions and improvements, made pursuant to and in compliance with this Sublease. The Sublessee covenants and agrees to indemnify and to hold the Sublessor harmless from and against any liabilities arising under the Master Lease by reason of the Sublessee’s failure to comply fully with respect and pay and perform any and all of said duties, covenants and obligations under and pursuant to this Sublease or by reason of Sublessee’s use and occupancy of the Subleased Premises or the conduct of the business conducted by the Sublessee. Subject to the Term foregoing provisions regarding incorporating the Master Lease by reference, it is understood that in the event of this Sublease a default by the Sublessee hereunder that remains uncured beyond any applicable notice and Subtenant cure periods, the Sublessor shall be responsible for and perform the obligations entitled to all of the “Tenant” rights and benefits of the Master Landlord under the Master Lease first accruing from and after the Commencement Date (except Section 23(a)(iii) of this Sublease. Subtenant’s obligations shall not include (and Sublandlord’s obligations under this Sublease shall include) the obligations of Sublandlord under the Master Lease that (i) are otherwise inconsistent with any other terms or conditions of this Sublease or that Subtenant has no obligation to perform (e.g., Sublandlord’s obligation to pay Base Rent under the Master Lease and Sublandlord’s surrender obligations under the Master Lease) (collectively referred and the Sublessor shall be able to herein as “Sublandlord’s Remaining Obligations”), or (ii) are applicable to any period of time before possession of enforce against the Subleased Premises has been delivered to Subtenant or after Sublessee the expiration or earlier termination of obligations for which the term of Sublessee is responsible for under this Sublease. Sublandlord shall not agree to amend or modify , and the Master Lease in any way so as to materially or adversely affect Subtenant or its interest thereunder, increase Subtenant’s obligations thereunder or materially restrict Subtenant’s rights thereunder, without the prior written approval of Subtenant, which may be withheld in Subtenant’s sole (but reasonable) discretion. Sublandlord shall not voluntarily terminate the Master Lease during the term of this Sublease for any reason (including, without limitation, any damage to or destruction of the Subleased Premises caused by a casualty or eminent domain action) without Subtenant’s prior written approval. If Sublandlord Sublessor shall be entitled to receive all rights and remedies which may be available to the Master Landlord. In addition, the Sublessor shall also be entitled to all other rights and remedies available under law or equity. The Sublessee and the Sublessor acknowledge that termination of the Master Lease an abatement will result in a termination of rent as to the Subleased Premises (applicable to any period after the Commencement Date), then Subtenant shall be entitled to receive from Sublandlord a proportionate abatement of Rent under this Sublease. Subtenant acknowledges , provided however it is understood that certain a separate nondisturbance agreement will be executed in connection with the Sublease which will provide in part that in the event of the rights termination of “Tenant” under the Master Lease are not transferable to Subtenant, including, without limitation, Section 23.11. Real Estate Brokers; Finders, Section 24. Option to Extend, Section 26. Tenant Improvement Allowance, and Section 27. Termination, and agrees and acknowledges that such unavailability of rights shall not constitute a breach or failure of this Sublease. Except as set forth in the following sentence, if the Master Lease terminates, this Sublease shall terminate, and the parties shall be relieved from all liabilities and obligations under this Sublease; except that if this Sublease terminates as a result of a default by the Sublessor (not arising because of one a default of the parties Sublessee), then such Master Landlord will recognize the rights of the Sublessee under this Sublease or as provided in such nondisturbance agreement entered into between the Sublessor and the Master Lease, Landlord. It is understood that whenever the consent or both, the defaulting party shall be liable and responsible to the non-defaulting party for all claims, demands and damages suffered by the non-defaulting party as a result of such termination. In the event of any such termination approval of the Master Lease Landlord is required with respect to any action or re-entry or repossession omission of the Premises Sublessee, the Sublessee shall be required to first obtain the prior written approval or consent of the Sublessor which consent shall not be unreasonably withheld, conditioned or delayed, and if consented to or approved by Master Landlordthe Sublessor, then such matter shall be submitted to the Master Landlord may, at for its sole discretion and option, take over all right, title, and interest approval or consent. It is understood that the Sublessee shall not be responsible for any obligations of Sublandlord under this Sublease and Subtenant shall, at Master Landlord’s option, attorn to Master Landlord, but Master Landlord shall not:the Sublessor not expressly set forth herein or expressly incorporated herein by reference.