Common use of Subject to Master Lease Clause in Contracts

Subject to Master Lease. This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Sublessee shall not commit or permit to be committed on the Sublease Premises any act or omission which shall violate any of the terms or conditions of the Master Lease. Sublessor represents and warrants to Sublessee that (a) a true and complete copy of the Master Lease is attached hereto as Exhibit A and the Master Lease is currently in full force and effect and has not been modified, amended or supplemented; (b) Sublessor is not in any respect in breach or default under the Master Lease, nor is there any fact or circumstance which (with the passage of time or the giving of notice or both) might ripen into a breach or default thereunder, (c) Sublessor has not previously assigned, transferred or hypothecated the Master Lease or any interest therein or subleased all or any portion of the Sublease Premises; (d) to the best of Sublessor’s knowledge, Master Landlord is not in breach or default under the Master Lease, nor is there any fact or circumstance which (with the passage of time or the giving of notice or both) might ripen into a breach or default thereunder, and (e) Sublessor has not received any written notice of any actual or alleged violation of any laws applicable to the Sublease Premises. Sublessee shall obtain and maintain all insurance of the type and coverages specified in the Master Lease to be obtained by the Sublessor under the Master Lease, in amounts not less than those specified in the Master Lease, provided, however, Sublessee shall have no obligation to maintain any all-risk property insurance on the Original Improvements (as defined in Section 10.3.2 of the Master Lease) or on any other improvement to the Sublease Premises not constructed by or for Sublessee with its own funds and shall have no obligation to repair any of the same following any damage or destruction. All policies of insurance obtained by Sublessee shall name as additional insureds Master Landlord (and any other party specified by Master Landlord of which Sublessee receives written notice). Sublessee’s insurance shall be primary over Master Landlord’s and Sublessor’s insurance. Sublessee shall deliver to Sublessor annually certificates reflecting that Sublessor has obtained and is maintaining the required insurance coverages in the appropriate amounts. If practicable, Sublessee shall perform affirmative covenants which are also covenants of Sublessor under the Master Lease at least two (2) business days prior to the date when Sublessor’s performance is required under the Master Lease.

Subject to Master Lease. This The terms, conditions and respective obligations of Sublandlord and Subtenant to each other under this Sublease is subject and subordinate to all of shall be the terms and conditions of the Master Lease. Sublessee shall not commit or permit , as it pertains to be committed on the Sublease Subleased Premises any act or omission which shall violate any of the terms or conditions of the Master Lease. Sublessor represents and warrants to Sublessee that (a) a true and complete copy except for those provisions of the Master Lease which are contradicted by this Sublease, in which event the terms of this Sublease shall control over the Master Lease, so long as this Sublease is attached hereto as Exhibit A and in effect. Therefore, for the purposes of this Sublease: (a) wherever in the Master Lease the word “Landlord” is currently in full force and effect and has not been modified, amended or supplementedused it shall be deemed to mean the Sublandlord herein; (b) Sublessor is not in any respect in breach or default under the Master Lease, nor is there any fact or circumstance which (with the passage of time or the giving of notice or both) might ripen into a breach or default thereunder, (c) Sublessor has not previously assigned, transferred or hypothecated the Master Lease or any interest therein or subleased all or any portion of the Sublease Premises; (d) to the best of Sublessor’s knowledge, Master Landlord is not in breach or default under the Master Lease, nor is there any fact or circumstance which (with the passage of time or the giving of notice or both) might ripen into a breach or default thereunder, and (e) Sublessor has not received any written notice of any actual or alleged violation of any laws applicable to the Sublease Premises. Sublessee shall obtain and maintain all insurance of the type and coverages specified wherever in the Master Lease the word "Tenant" is used it shall be deemed to be obtained by mean the Sublessor under the Master Lease, in amounts not less than those specified Subtenant herein; (c) wherever in the Master Lease, provided, however, Sublessee Lease the word “Term” is used it shall have no obligation be deemed to maintain any all-risk property insurance on mean the Original Improvements Sublease Term herein; and (as defined d) wherever in Section 10.3.2 of the Master Lease) or on any other improvement Lease the word “Premises” is used it shall be deemed to mean the Subleased Premises herein, in each case as the same pertains to the Sublease Premises not constructed Subleased Premises. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Landlord or Tenant that is incorporated herein by or for Sublessee with its own funds reference, shall be deemed to inure to the benefit of Sublandlord and shall have no obligation to repair any of the same following any damage or destruction. All policies of insurance obtained by Sublessee shall name Subtenant, as additional insureds Master Landlord (appropriate, and any other party specified person intended to be benefited by Master said provision, for the purpose of incorporation by reference in this Sublease. Any right of Landlord of which Sublessee receives written notice). Sublessee’s insurance shall be primary over Master Landlord’s and Sublessor’s insurance. Sublessee shall deliver to Sublessor annually certificates reflecting that Sublessor has obtained and is maintaining the required insurance coverages in the appropriate amounts. If practicable, Sublessee shall perform affirmative covenants which are also covenants of Sublessor under the Master Lease at least two (2) business days prior to the date when Sublessor’s performance is required of access or inspection and any right of Landlord under the Master Lease.Lease to do work in the Master Lease Premises or in the Building and any right of Landlord under the Master Lease in respect of rules and regulations, which are incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord and Subtenant, as appropriate, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease. For the purposes of incorporation herein, the terms of the Master Lease are subject to the following additional clarifications and modifications:

Subject to Master Lease. This Sublease is subject to terms and subordinate conditions of the Master Lease and Subtenant shall not permit any act or omission to all act that will violate any provision of the Master Lease; provided that such act or omission is within the reasonable control of Subtenant. Subtenant shall comply with the terms and conditions of the Master LeaseLease and shall promptly perform all obligations of Tenant under the Master Lease to the extent that terms, conditions and obligations are incorporated herein and applicable to the Premises. Sublessee shall Sublandlord does not commit or permit to be committed on assume the Sublease Premises any act or omission which shall violate any of the terms or conditions obligations of the Master Landlord under the Master Lease. Sublessor represents and warrants , but shall exercise due diligence in attempting to Sublessee that (a) a true and complete copy of cause the Master Landlord to perform its obligations under the Master Lease is attached hereto for the benefit of Subtenant. Except to the extent caused by the negligence or willful misconduct of Sublandlord, its agents, employees, contractors or invitees, or a breach of Sublandlord's obligations as Exhibit A and tenant under the Master Lease is currently in full force and effect and has (to the extent those obligations are not been modified, amended or supplemented; (bSubtenant's under this Lease) Sublessor is Sublandlord shall not in be liable to Subtenant for Master Landlord's failure to perform any respect in breach or default of Master Landlord's obligations under the Master Lease, nor is there shall Sublandlord have any fact obligations to bring legal proceedings or circumstance which (with the passage of time or the giving of notice or both) might ripen into a breach or default thereunder, (c) Sublessor has not previously assigned, transferred or hypothecated the Master Lease or take any interest therein or subleased all or any portion of the Sublease Premises; (d) to the best of Sublessor’s knowledge, other action against Master Landlord is not in breach or default to assure performance of Master Landlord's obligations under the Master Lease. After giving Sublandlord a reasonable opportunity to enforce the Master Lease,, nor is there any fact or circumstance which (with the passage of time or the giving of notice or both) might ripen into a breach or default thereunderSubtenant may, and (e) Sublessor has not received any written notice of any actual or alleged violation of any laws applicable to the Sublease Premises. Sublessee shall obtain and maintain all insurance of the type and coverages specified in at its expense, enforce the Master Lease to be obtained by the Sublessor under the Master Lease, in amounts not less than those specified in the Master Lease, provided, however, Sublessee shall have no obligation to maintain any all-risk property insurance on the Original Improvements (as defined in Section 10.3.2 name of the Master Lease) or on any other improvement to the Sublease Premises not constructed by or for Sublessee with its own funds and shall have no obligation to repair any of the same following any damage or destruction. All policies of insurance obtained by Sublessee shall name as additional insureds Master Landlord (and any other party specified by Master Landlord of which Sublessee receives written notice). Sublessee’s insurance shall be primary over Master Landlord’s and Sublessor’s insurance. Sublessee shall deliver to Sublessor annually certificates reflecting that Sublessor has obtained and is maintaining the required insurance coverages in the appropriate amounts. If practicable, Sublessee shall perform affirmative covenants which are also covenants of Sublessor under the Master Lease at least two (2) business days prior to the date when Sublessor’s performance is required under the Master LeaseSublandlord.

Subject to Master Lease. This Sublease is subject and subordinate to all the Master Lease. Subtenant shall not permit any violation of any of the terms and conditions provisions of the Master Lease. Sublessee shall not commit or permit to be committed on the Sublease Premises any act or omission which shall violate any of the terms or conditions of the Master Lease. Sublessor represents and warrants to Sublessee that (a) a A true and complete copy of the Master Lease is attached hereto as Exhibit A and C. If the Master Lease is currently terminates, this Sublease shall terminate, subject to Section 19 below, 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 to the non-defaulting party for all damage suffered by the non-defaulting party as a result of termination. In the event of casualty or condemnation, Sublandlord may exercise any right to terminate the Master Lease without regard to this Sublease, and in full force and effect and has the event of such a termination, Subtenant shall have no recourse against Sublandlord with respect to such termination. Sublandlord shall not been modifiedterminate the Master Lease prior to the expiration of its term without providing Subtenant at least thirty (30) days prior written notice of termination. In the event Sublandlord receives any notice of failure to pay or failure to perform any covenant, amended agreement or supplemented; (b) Sublessor is not in any respect in breach or default obligation under the Master Lease, nor Sublandlord shall notify Subtenant of such notice as soon as the notice is there any fact or circumstance which (with received by Sublandlord pursuant to the passage terms of time or the giving of notice or both) might ripen into a breach or default thereunder, (c) Sublessor has not previously assigned, transferred or hypothecated the Master Lease or and Subtenant may take any interest therein or subleased all or such actions to cure any portion of the Sublease Premises; (d) to the best of Sublessor’s knowledge, Master Landlord is not in breach or default such failure under the Master Lease, nor is there . Subtenant shall be under no obligation to take such action but may do so solely at its own discretion. In the event Subtenant pays any fact amount or circumstance which (with the passage performs any obligations on behalf of time or the giving of notice or both) might ripen into a breach or default thereunder, and (e) Sublessor has not received any written notice of any actual or alleged violation of any laws applicable Sublandlord pursuant to the Sublease Premises. Sublessee shall obtain and maintain all insurance terms of the type and coverages specified in the Master Lease to be obtained by the Sublessor under the Master Lease, in Subtenant may deduct such amounts not less than those specified in paid from the Master Lease, provided, however, Sublessee shall have no obligation amount that would otherwise be due from Subtenant to maintain any all-risk property insurance on the Original Improvements (as defined in Section 10.3.2 of the Master Lease) or on any other improvement Sublandlord pursuant to the Sublease Premises not constructed by or for Sublessee with its own funds and shall have no obligation to repair any of the same following any damage or destruction. All policies of insurance obtained by Sublessee shall name as additional insureds Master Landlord (and any other party specified by Master Landlord of which Sublessee receives written notice). Sublessee’s insurance shall be primary over Master Landlord’s and Sublessor’s insurance. Sublessee shall deliver to Sublessor annually certificates reflecting that Sublessor has obtained and is maintaining the required insurance coverages in the appropriate amounts. If practicable, Sublessee shall perform affirmative covenants which are also covenants of Sublessor under the Master Lease at least two (2) business days prior to the date when Sublessor’s performance is required under the Master Leasethis Sublease.

Subject to Master Lease. This Except as specifically set forth herein, this Sublease is subject and subordinate to all of the terms and conditions of the lease (the "Original Lease") dated April 24, 1997, between Casiopea Venture Corporation ("Master Lessor") and Sublessor's assignor, Qualix Group, Inc., as Lessee. The Original Lease and attached Addenda A and B, Exhibits, and Acknowledgment of Lease Commencement dated October, 28, 1998, are referred to herein as the "Master Lease". Sublessee hereby assumes and agrees to perform the obligations of Lessee under the Master Lease as more particularly set forth hereafter. Unless otherwise defined, all capitalized terms used herein shall have the same meanings as given them in the Master Lease. A copy of the Master Lease is attached hereto as Exhibit "B" and incorporated herein by this reference. Sublessee shall not commit or permit to be committed on the Sublease Premises any act or omission which would violate any term or condition of the Master Lease. Sublessee shall violate neither do nor permit anything to be done which would cause the Master Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Master Lessor under the Master Lease, and Sublessee shall indemnify and hold Sublessor harmless from and against all liability, judgments, costs, demands, claims, and damages of any kind whatsoever (including, without limitation, attorneys' fees and court costs) by reason of any failure on the part of Sublessee to perform any of the terms or conditions obligations of Lessee under the Master Lease which Sublessee has become obligated hereunder to perform. In the event of the termination of Sublessor's interest as Lessee under the Master Lease, then this Sublease shall terminate automatically upon such termination without any liability of Master Lessor to Sublessee. In the event of the termination of Sublessor's interest as Lessee under the Master Lease for any reason other than for Sublessor's breach, then this Sublease shall terminate automatically upon such termination without any liability of Sublessor to Sublessee. Sublessee represents and warrants to Sublessor that it has read and is familiar with the Master Lease. Sublessor represents and warrants to Sublessee that (a) a true and complete copy of the Master Lease is attached hereto as Exhibit A and the Master Lease is currently in full force and effect effect, and has not been modifiedthat no default or event that, amended or supplemented; (b) Sublessor is not in any respect in breach or default under the Master Lease, nor is there any fact or circumstance which (with the passage passing of time or the giving of notice or both) might ripen into , would constitute a breach or default thereunderdefault, (c) exists on the part of Sublessor. Sublessor has not previously assigned, transferred or hypothecated agrees to maintain the Master Lease or any interest therein or subleased all or any portion in full force and effect throughout the term of the Sublease Premises; (d) this Sublease, except to the best of Sublessor’s knowledge, Master Landlord is not in breach or default under the Master Lease, nor is there extent that any fact or circumstance which (with the passage of time or the giving of notice or both) might ripen into a breach or default thereunder, and (e) Sublessor has not received any written notice of any actual or alleged violation of any laws applicable failure to the Sublease Premises. Sublessee shall obtain and maintain all insurance of the type and coverages specified in the Master Lease to be obtained by the Sublessor under the Master Lease, in amounts not less than those specified in the Master Lease, provided, however, Sublessee shall have no obligation to maintain any all-risk property insurance on the Original Improvements (as defined in Section 10.3.2 of the Master Lease) or on any other improvement is due to the Sublease Premises not constructed by or for failure of Sublessee to comply with its own funds and shall have no obligation to repair any of the same following any damage its obligations under this Sublease. Sublessor shall not amend or destruction. All policies of insurance obtained by Sublessee shall name as additional insureds Master Landlord (and any other party specified by Master Landlord of which Sublessee receives written notice). Sublessee’s insurance shall be primary over Master Landlord’s and Sublessor’s insurance. Sublessee shall deliver to Sublessor annually certificates reflecting that Sublessor has obtained and is maintaining the required insurance coverages in the appropriate amounts. If practicable, Sublessee shall perform affirmative covenants which are also covenants of Sublessor under modify the Master Lease in such a manner as to materially adversely affect Sublessee's use of the Subleased Premises or increase the obligations or decrease the rights of Sublessee hereunder, without the prior written consent of Sublessee which may be granted or withheld at least two (2) business days prior Sublessee's sole discretion. In the event that Sublessee desires to take any action that will require the date when Sublessor’s performance is required under consent of Master Lessor, Sublessor shall use reasonable and diligent efforts at no cost to Sublessor to obtain such consent on behalf of Sublessee, provided that Sublessor shall not be liable in any way for the failure of Master LeaseLessor to so consent.

Subject to Master Lease. This The terms, conditions and respective obligations of Sublandlord and Subtenant to each other under this Sublease is subject and subordinate to all of shall be the terms and conditions of the Master Lease. Sublessee shall not commit or permit , as it pertains to be committed on the Sublease Subleased Premises any act or omission which shall violate any of the terms or conditions of the Master Lease. Sublessor represents and warrants to Sublessee that (a) a true and complete copy except for those provisions of the Master Lease which are contradicted by this Sublease, in which event the terms of this Sublease shall control over the Master Lease, so long as this Sublease is attached hereto as Exhibit A and in effect. Therefore, for the purposes of this Sublease: (a) wherever in the Master Lease the word "Landlord" is currently in full force and effect and has not been modified, amended or supplementedused it shall be deemed to mean the Sublandlord herein; (b) Sublessor is not in any respect in breach or default under the Master Lease, nor is there any fact or circumstance which (with the passage of time or the giving of notice or both) might ripen into a breach or default thereunder, (c) Sublessor has not previously assigned, transferred or hypothecated the Master Lease or any interest therein or subleased all or any portion of the Sublease Premises; (d) to the best of Sublessor’s knowledge, Master Landlord is not in breach or default under the Master Lease, nor is there any fact or circumstance which (with the passage of time or the giving of notice or both) might ripen into a breach or default thereunder, and (e) Sublessor has not received any written notice of any actual or alleged violation of any laws applicable to the Sublease Premises. Sublessee shall obtain and maintain all insurance of the type and coverages specified wherever in the Master Lease the word "Tenant" is used it shall be deemed to be obtained by mean the Sublessor under the Master Lease, in amounts not less than those specified Subtenant herein; (c) wherever in the Master Lease, provided, however, Sublessee Lease the word "Term" is used it shall have no obligation be deemed to maintain any all-risk property insurance on mean the Original Improvements Sublease Term herein; and (as defined d) wherever in Section 10.3.2 of the Master Lease) or on any other improvement Lease the word "Premises" is used it shall be deemed to mean the Subleased Premises herein, in each case as the same pertains to the Sublease Premises not constructed Subleased Premises. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Landlord or Tenant that is incorporated herein by or for Sublessee with its own funds reference, shall be deemed to inure to the benefit of Sublandlord and shall have no obligation to repair any of the same following any damage or destruction. All policies of insurance obtained by Sublessee shall name Subtenant, as additional insureds Master Landlord (appropriate, and any other party specified person intended to be benefited by Master said provision, for the purpose of incorporation by reference in this Sublease. Any right of Landlord of which Sublessee receives written notice). Sublessee’s insurance shall be primary over Master Landlord’s and Sublessor’s insurance. Sublessee shall deliver to Sublessor annually certificates reflecting that Sublessor has obtained and is maintaining the required insurance coverages in the appropriate amounts. If practicable, Sublessee shall perform affirmative covenants which are also covenants of Sublessor under the Master Lease at least two (2) business days prior to the date when Sublessor’s performance is required of access or inspection and any right of Landlord under the Master Lease.Lease to do work in the Master Lease Premises or in the Building and any right of Landlord under the Master Lease in respect of rules and regulations, which are incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord and Subtenant, as appropriate, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease. For the purposes of incorporation herein, the terms of the Master Lease are subject to the following additional clarifications and modifications: