Common use of Sublease Subject to Master Lease Clause in Contracts

Sublease Subject to Master Lease. It is expressly understood, acknowledged and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease except as modified herein by this Sublease. Unless otherwise stated herein, Sublessee shall be subject to, bound by and comply with all of said articles and sections of the Master Lease with respect to the Premises and shall satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Landlord, it being understood and agreed that, except to the extent the context clearly indicates to the contrary, wherever in the Master Lease the word “Tenant” appears, for the purposes of this Sublease, the word “Sublessee” shall be substituted; wherever the word “Landlord” appears, for the purposes of this Sublease, the word “Sublessor” shall be substituted and wherever the words “Base Rent Installment Amount” appears, for the purposes of this Sublease, the words “Base Rent” shall be substituted; and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of Sublessee to pay Rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Landlord by the Master Lease. In the event of any conflict between this Sublease and the Master Lease, the terms of this Sublease shall control. Whenever the provisions of the Master Lease incorporated as provisions of this Sublease require the written consent of Landlord, said provisions shall be construed to require the written consent of both Landlord and Sublessor. Sublessor agrees that it shall not unreasonably withhold, condition or delay its consent and if Landlord has provided its written consent, Sublessor agrees that its failure to provide consent or notice of non-consent within ten (10) days of written notice that Landlord has consented shall be deemed to be Sublessor’s granting of consent. Sublessee hereby acknowledges that it has read and is familiar with all the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof without the fault of Sublessor shall likewise terminate this Sublease.

Sublease Subject to Master Lease. It (a) Subtenant acknowledges that the rights it is expressly understoodhereby acquiring in and to the Subleased Premises are derived from the Master Lease and that the rights, acknowledged terms and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated are in all respects subordinate to the Master Lease except as modified herein by this SubleaseLease. Unless otherwise stated herein, Sublessee shall Subtenant agrees to be subject to, bound by the terms of Articles 2, 7, 8, 9, 10A, 11, 12, 13, 14, 15, 16, 17, 18, 21, 22, 23, 24, 25, 26, 30, 31, 33, 34, 35, 37, 38, 39, 40, 41 and comply with all of said articles and sections 42 of the Master Lease Lease, and to perform with respect to the Subleased Premises each and shall satisfy all applicable terms and conditions every obligation of Sublessor pursuant to the aforementioned Articles of the Master Lease for Lease, (other than the benefit of both Sublessor obligation to pay rent and Landlord, it being understood and agreed that, except additional rent which obligations shall be determined solely by reference to the extent the context clearly indicates to the contrary, wherever in the Master Lease the word “Tenant” appears, for the purposes of this Sublease) as if each such term, the word “Sublessee” shall be substituted; wherever the word “Landlord” appearscondition, for the purposes of covenant and obligation were set forth in full in this Sublease, the word “Sublessor” shall be substituted and wherever the words “Base Rent Installment Amount” appears, for the purposes of this Sublease, the words “Base Rent” shall be substituted; and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of Sublessee to pay Rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Landlord by the Master Lease. In the event of any conflict between this Sublease and the Master LeaseLease and this Sublease, the terms of this Sublease shall controlgovern the relationship between Sublessor and Subtenant. Whenever Notwithstanding anything to the provisions of contrary herein, it is further agreed that, in the event the Master Lease incorporated as provisions of terminates for any reason, this Sublease require and all rights of Subtenant in and to the written consent of LandlordSubleased Premises shall automatically terminate on the date the Master Lease terminates, said provisions shall be construed to require the written consent of both Landlord and Sublessor. Sublessor agrees that it shall not unreasonably withhold, condition have any liability to Subtenant whatsoever as a result of such termination. (b) Notwithstanding anything to the contrary herein or delay its consent and if Landlord has provided its written consentin the Master Lease, Sublessor agrees that its failure shall have no obligation to perform any of the terms, covenants and conditions contained in the Master Lease to be performed by the Master Lessor. Without limiting the foregoing, Sublessor shall have no obligation to provide consent any or notice all of non-consent within ten (10) days of written notice that Landlord has consented shall be deemed the services, utilities, insurance, work, alterations, repairs or maintenance to be Sublessor’s granting of consent. Sublessee hereby acknowledges that it has read and is familiar with all provided by the terms of Master Lessor under the Master Lease, and agrees that this Sublease is subordinate and subject Sublessor shall in no way be liable to Subtenant for any failure of the Master Lease and that any termination thereof without Lessor to provide such services, utilities, insurance, work, alterations, repairs or maintenance unless such failure is the fault result of the willful or grossly negligent actions of Sublessor shall likewise terminate this Subleaseor Sublessor's officers, agents, employees, contractors, guests or invitees. (c) Attached hereto as Exhibit C is a copy of the Consent to --------- Sublease executed by Master Lessor, Sublessor and Subtenant, the terms of which are incorporated herein and made a part hereof.

Sublease Subject to Master Lease. It This Sublease is expressly understood, acknowledged and agreed by Sublessee that shall be at all times subject to all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease except as modified herein by this Sublease. Unless otherwise stated herein, Sublessee shall be subject to, bound by and comply with all of said articles and sections of the Master Lease with respect to the Premises and shall satisfy all applicable terms and conditions of the Master Lease for and shall in all respects be limited and construed in a fashion consistent with the benefit of both estate granted to Sublessor and Landlord, it being understood and agreed that, except by Master Lessor pursuant to the extent Master Lease. Without limiting the context clearly indicates generality of the foregoing, Sublessee acknowledges that Master Lessor has reserved rights of entry and inspection that may be greater than those reserved to Sublessor hereunder; that all improvements and alterations made to the contrary, wherever Premises may become the property of Master Lessor on surrender of the Premises by Sublessee; that Master Lessor’s consent may be required for any assignment of this Sublease or any subletting of the Premises by Sublessee; that Master Lessor has reserved the right to discharge liens against the Premises caused by Sublessee or persons acting on Sublessee’s behalf and to thereafter xxx to collect the same; that Master Lessor’s consent may be required under various circumstances in addition to or in lieu of any consent required from Sublessor; that Sublessee’s subleasehold estate may be subordinate to liens or encumbrances of Master Lessor; that use of the Premises may be restricted by the Master Lease the word “Tenant” appears, for the purposes of to a greater degree than by this Sublease, the word “Sublessee” shall be substituted; wherever the word “Landlord” appears, for the purposes of this Sublease, the word “Sublessor” shall be substituted and wherever the words “Base Rent Installment Amount” appears, for the purposes of this Sublease, the words “Base Rent” shall be substituted; and that Master Lessor may have the option of terminating this Sublease or assuming Sublessor’s rights and obligations hereunder upon the breach of any of said terms, conditions or covenants a cancellation of the Master Lease by Lease. Sublessee shall not commit or upon permit to be committed any act or omission within the failure of Sublessee to pay Rent Premises, the Building, the Land or comply with Common Areas which shall violate any terms, covenants or conditions of the provisions of this Sublease, Sublessor may exercise Master Lease. Each party agrees that it shall promptly forward to the other party any and all rights and remedies granted notices or other communications received with regard to Landlord the Premises by the first party from the Master Lessor under the Master Lease. In the event of any conflict between this Sublease and that the Master LeaseLease shall terminate for any reason, the terms of this Sublease shall controlalso terminate and, unless the termination was the fault of Sublessor, the parties hereunder shall have no further obligations or liabilities to each other; provided that any such termination shall not impair the rights of Sublessor under Section 17 hereof. Whenever Where any approval or consent of Master Lessor under the provisions Master Lease shall be required for any act of Sublessee hereunder, obtaining the approval or consent of the Master Lessor shall be a condition to the right of Sublessee to undertake such act hereunder. Sublessee acknowledges that it shall have no rights to purchase the Premises, to cancel the Master Lease or to extend the term of the Master Lease incorporated as pursuant to any such provisions of this Sublease require the written consent of Landlord, said provisions shall be construed to require the written consent of both Landlord and Sublessor. Sublessor agrees that it shall not unreasonably withhold, condition or delay its consent and if Landlord has provided its written consent, Sublessor agrees that its failure to provide consent or notice of non-consent within ten (10) days of written notice that Landlord has consented shall be deemed to be Sublessor’s granting of consent. Sublessee hereby acknowledges that it has read and is familiar with all the terms of contained in the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof without the fault of Sublessor shall likewise terminate this Sublease.

Sublease Subject to Master Lease. It This Sublease is expressly understood, acknowledged and agreed by Sublessee that shall be at all times subject to all of the other terms, covenants and conditions of the Master Lease, attached hereto as EXHIBIT B, and covenants shall in all respects be limited to the estate granted to Sublessor by Master Lessor pursuant to the Master Lease. Excluding only the obligations with regard to the payment of this Sublease shall be those stated basic rental and excluding any rights, if applicable, with regard to extension options, expansion options, options to purchase, or rights of first refusal contained in the Master Lease except as modified herein by this Sublease. Unless otherwise stated hereinLease, Sublessee shall assumes and agrees to be subject to, bound by the terms of and comply with to perform all of said articles the obligations and sections duties of Sublessor under the Master Lease with respect to the Premises and Sublease Premises, as if Sublessee were the tenant named thereunder. Sublessee shall satisfy all applicable terms and not commit or permit to be committed any act or omission which shall violate any terms, covenants or conditions of the Master Lease for the benefit of both Lease. Sublessee agrees that it shall promptly forward to Sublessor and Landlord, it being understood and agreed that, except to the extent the context clearly indicates to the contrary, wherever in the Master Lease the word “Tenant” appears, for the purposes of this Sublease, the word “Sublessee” shall be substituted; wherever the word “Landlord” appears, for the purposes of this Sublease, the word “Sublessor” shall be substituted and wherever the words “Base Rent Installment Amount” appears, for the purposes of this Sublease, the words “Base Rent” shall be substituted; and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of Sublessee to pay Rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Landlord notices or other communications received by Sublessee from the Master Lessor under the Master Lease. Sublessee acknowledges that Sublessor has no duty or obligation to Sublessee under the Master Lease other than to maintain the Master Lease in full force and effect during the Term of this Sublease. In the event that the Master Lease shall terminate for any reason prior to the Expiration Date of any conflict between this Sublease through no fault of Sublessor, this Sublease shall also terminate and the parties hereunder shall have no further obligations or liabilities to each other; provided that any such termination shall not impair the rights of Sublessor under Section 17 hereof. Where any approval or consent shall be required of Master Lessor pursuant to the provisions of the Master Lease, Sublessor may, without limitation, condition its approval or consent upon Sublessee's obtaining the approval or consent of the Master Lessor. To the extent that the terms of this Sublease are more restrictive than the terms of the Master Lease, the terms of this Sublease shall control. Whenever the provisions of the Master Lease incorporated as provisions of this Sublease require the written consent of Landlord, said provisions shall be construed to require the written consent of both Landlord and Sublessor. Sublessor agrees that it shall not unreasonably withhold, condition or delay its consent and if Landlord has provided its written consent, Sublessor agrees that its failure to provide consent or notice of non-consent within ten (10) days of written notice that Landlord has consented shall be deemed to be Sublessor’s granting of consent. Sublessee hereby acknowledges that it has read and is familiar with all the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof without the fault of Sublessor shall likewise terminate this Subleaseprevail.

Sublease Subject to Master Lease. It is expressly understood, acknowledged and agreed by Sublessee Subtenant that all of this Sublease shall incorporate by reference the other terms, conditions and covenants of this Sublease shall be those stated the Master Lease, except for the payment of Base Rent and except as excluded in Section 5(b) herein, modified as appropriate in the Master Lease except circumstances so as modified herein to make such Sections, and any Sections contained therein, applicable only to the subleasing hereunder by this SubleaseSublandlord of the Premises covered hereby. Unless otherwise stated herein, Sublessee Subtenant shall be subject to, bound by and comply with all of said articles Articles and sections Sections of the Master Lease with respect to the Premises and shall satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor Sublandlord and Master Landlord, it being understood and agreed that, except to the extent the context clearly indicates to the contrary, that wherever in the Master Lease the word “Tenant” appears, for the purposes of this Sublease, the word “SublesseeSubtenant” shall be substituted; , and wherever the word “LandlordLessor” appears, for the purposes of this Sublease, the word “Sublessor” shall be substituted and wherever the words “Base Rent Installment Amount” appears, for the purposes of this Sublease, the words “Base RentSublandlord” shall be substituted; and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee Subtenant or upon the failure of Sublessee Subtenant to pay Rent or comply with any of the provisions of this Sublease, Sublessor Sublandlord may exercise any and all rights and remedies granted to Master Landlord by the Master Lease. It is further understood and agreed that Sublandlord has no duty or obligation to Subtenant under the aforesaid Articles and Sections of the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease; provided, however, that Sublandlord shall not be liable to Subtenant for any earlier termination of the Master Lease which is not due to the fault or act of Sublandlord. In the event of any conflict between this Sublease and the Master Lease, the terms of this Sublease shall control. Whenever the provisions of the Master Lease incorporated as provisions of this Sublease require the written consent of Master Landlord, said provisions shall be construed to require the written consent of both Master Landlord and SublessorSublandlord. Sublessor agrees that it shall not unreasonably withhold, condition or delay its consent and if Landlord has provided its written consent, Sublessor agrees that its failure to provide consent or notice of non-consent within ten (10) days of written notice that Landlord has consented shall be deemed to be Sublessor’s granting of consent. Sublessee Subtenant hereby acknowledges that it has read and is familiar with all the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof without the fault of Sublessor Sublandlord shall likewise terminate this Sublease. Sublandlord will not voluntarily do, or fail to do, anything which will constitute a default under the Master Lease or consent to the termination of the Master Lease. Sublandlord hereby agrees to defend, indemnify and hold harmless Subtenant from and against any and all claims, actions, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) arising from Sublandlord’s breach of any provisions of this Sublease, including, without limitation, the provisions of this Section 5. For clarity, the parties acknowledge that the foregoing indemnity is intended to include losses suffered by Subtenant arising out of a termination of the Sublease, such as moving costs, lost value of the improvements installed in the Premises at Subtenant’s cost and increased rental obligations under any replacement lease (including any direct lease with the Landlord) entered by Subtenant. The foregoing indemnity shall survive the expiration or earlier termination of this Sublease. Sublandlord agrees to take all reasonable steps to protect Subtenants rights pursuant to this Sublease in the event of a foreclosure, including by enforcement of Sublandlord’s right under the SNDA.

Sublease Subject to Master Lease. It Notwithstanding anything to the contrary in this Sublease, Subtenant acknowledges that the rights it is expressly understoodhereby acquiring in and to the Subleased Premises are derived from the Master Lease and that the rights, acknowledged terms and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall are in all respects subordinate and subject to the terms and conditions of the Master Lease. Subtenant agrees to be those stated in bound by each term, condition and covenant of the Master Lease except that governs the use of the Subleased Premises, and to perform with respect to the Subleased Premises each and every obligation of Sublessor pursuant to the Master Lease (other than the payment of rent), as modified herein by if each such term, condition, covenant and obligation were set forth in full in this Sublease. Unless otherwise stated Notwithstanding anything to the contrary herein, Sublessee it is further agreed that, in the event the Master Lease terminates for any reason, this Sublease and all rights of Subtenant in and to the Subleased Premises shall be subject toautomatically terminate on the date the Master Lease terminates, bound and Sublessor shall not have any liability to Subtenant whatsoever as a result of such termination; provided, that Sublessor shall not terminate, or by and comply with all of said articles and sections its act or omission cause the termination of the Master Lease with respect to the Subleased Premises, unless satisfactory arrangements are made for Subtenant to continue to occupy, on an uninterrupted basis, the Subleased Premises and shall satisfy all applicable in accordance with this Sublease or on financial terms and conditions of the Master Lease for the benefit of both Sublessor and Landlord, it being understood and agreed that, except no less favorable to the extent the context clearly indicates to the contrary, wherever in the Master Lease the word “Tenant” appears, for the purposes of Subtenant than this Sublease, the word “Sublessee” . Master Landlord's consent to this Sublease shall be substituted; wherever the word “Landlord” appears, for the purposes of this Sublease, the word “Sublessor” shall be substituted and wherever the words “Base Rent Installment Amount” appears, for the purposes of this Sublease, the words “Base Rent” shall be substituted; and that upon the breach not relieve Sublessor of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of Sublessee to pay Rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Landlord by its obligations under the Master Lease. In the event of any conflict between this Sublease and the Master Lease, the terms of this Sublease shall control. Whenever the provisions of the Master Lease incorporated as provisions of this Sublease require the written consent of Landlord, said provisions shall be construed to require the written consent of both Landlord and Sublessor. Sublessor agrees that it shall not unreasonably withhold, condition or delay its consent and if Landlord has provided its written consent, Sublessor agrees that its failure to provide consent or notice of non-consent within ten (10) days of written notice that Landlord has consented shall be deemed to be Sublessor’s granting of consent. Sublessee hereby acknowledges that it has read and is familiar with all the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof without the fault of Sublessor shall likewise terminate this Sublease.

Sublease Subject to Master Lease. It is expressly understoodExcept as otherwise specifically set forth herein, acknowledged this Sublease and agreed by Sublessee that Sublessee's leasehold interest granted hereby are subject and subordinate in all respects to all of the other terms and provisions of the Master Lease and all of such terms are incorporated herein as if set out in full. Sublessee shall at all times fully and completely comply with and abide by all terms, provisions, conditions and covenants of this Sublease shall be those stated "Tenant" contained in the Master Lease except as modified herein by this Sublease. Unless otherwise stated hereinLease, Sublessee and Sublessor shall be subject to, bound by and comply with have all rights of said articles and sections of the Master Lease with respect to the Premises and shall satisfy all applicable terms and conditions of the Master Lease "Landlord" provided for the benefit of both Sublessor and Landlord, it being understood and agreed that, except to the extent the context clearly indicates to the contrary, wherever in the Master Lease Lease, all as if Sublessee were the word “"Tenant” appears, for " thereunder and Sublessor were the purposes "Landlord" thereunder. Sublessee hereby agrees to promptly and properly satisfy all of this Sublease, the word “Sublessee” shall be substituted; wherever the word “Landlord” appears, for the purposes such obligations of this Sublease, the word “Sublessor” shall be substituted and wherever the words “Base Rent Installment Amount” appears, for the purposes of this Sublease, the words “Base Rent” shall be substituted; and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of Sublessee to pay Rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Landlord by "Tenant" under the Master Lease. In , except only for the event payment of any conflict between this Sublease and rent under paragraph (1) of the Master Lease, the terms resurfacing of this Sublease shall control. Whenever the provisions parking lot under paragraph (2) of the Master Lease incorporated and except as provisions of this Sublease require otherwise expressly set forth herein. In the written consent of Landlord, said provisions shall be construed event that Sublessee fails or refuses to require the written consent of both Landlord and Sublessor. Sublessor agrees that it shall not unreasonably withhold, condition or delay its consent and if Landlord has provided its written consent, Sublessor agrees that its failure to provide consent or notice of non-consent within ten (10) days of written notice that Landlord has consented shall be deemed to be Sublessor’s granting of consent. Sublessee hereby acknowledges that it has read and is familiar comply with all the terms of the Master Leaseterms, provisions, conditions and agrees that this Sublease is subordinate and subject to covenants set forth hereunder and/or under the Master Lease required hereunder to be complied with, in addition to all other rights and that any termination thereof without the fault of remedies provided for in this Sublease, Sublessor shall likewise terminate this Subleasehave the right, after giving five (5) business days prior written notice to Sublessee of any such a default (or no notice if the Master Lease provides for none or such lesser notice), to take any necessary measures to ensure compliance with such provisions and/or perform such obligations on behalf of Sublessee, and to the extent that Sublessor incurs any costs and/or expenses in connection therewith, to receive reimbursement from Sublessee therefor.

Sublease Subject to Master Lease. It (a) This Sublease is expressly understoodmade subject to all the terms and conditions of the Master Lease, acknowledged except as specifically provided to the contrary in this Sublease or in the Owner’s Consent (as hereinafter defined). Sublessee hereby assumes, and agreed by Sublessee covenants that it shall, throughout the Term, observe all of the other terms, provisions, covenants and conditions of the Master Lease on the part of Sublessor to be performed as the tenant thereunder (except the provisions which are not incorporated herein), and that Sublessee will not do any act, matter or thing which will be, result in, or constitute a violation or breach of or a default under the Master Lease; any such violation, breach or default shall constitute the breach by Sublessee of a substantial obligation under this Sublease. Sublessee shall indemnify and hold Sublessor harmless from and against all claims, penalties and expenses, including reasonable out-of-pocket attorneys’ fees and disbursements, based upon any default by Sublessee, during the Term, in Sublessee’s performance of those terms, provisions, covenants and conditions of the Master Lease which are or shall be applicable to Sublessee, as above provided, and Sublessee shall pay to Sublessor as Additional Rent hereunder any and all sums which Sublessor is required to pay to Owner, which requirement is caused in whole or in part by Sublessee’s failure to perform or observe any of the terms, provisions, covenants and conditions of the Master Lease or by any act or omission described in the preceding sentence. In any case where the consent or approval of Owner shall be required pursuant to the Master Lease, Sublessor’s consent shall also be required hereunder. (b) Except as specifically set forth in this Sublease, to the extent that any duty, requirement or obligation of Sublessee which is covered or addressed by any of the terms or provisions of this Sublease shall be those stated in is also covered and/ or addressed by any of the Master Lease except as modified herein by this Sublease. Unless otherwise stated herein, Sublessee shall be subject to, bound by and comply with all of said articles and sections terms or provisions of the Master Lease with respect to the Premises and Sublease Premises: (i) Sublessee shall satisfy all applicable comply with the terms and conditions of the Master Lease for the benefit provisions of both Sublessor and Landlord, it being understood and agreed that, except to the extent the context clearly indicates to the contrary, wherever in the Master Lease the word “Tenant” appears, for the purposes of this Sublease, the word “Sublessee” shall be substituted; wherever the word “Landlord” appears, for the purposes of this Sublease, the word “Sublessor” shall be substituted and wherever the words “Base Rent Installment Amount” appears, for the purposes of this Sublease, the words “Base Rent” shall be substituted; and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of Sublessee to pay Rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Landlord by the Master Lease. In the event of any conflict between this Sublease and the Master Lease, to the extent that such terms and provisions of this Sublease and those of the Master Lease are not in conflict, and (ii) to the extent that such terms and provisions of this Sublease and those ofthe Master Lease are in conflict, Sublessee shall control. Whenever (as between the terms and provisions of this Sublease and the terms and provisions of the Master Lease) comply with the terms and provisions of the Sublease. (c) This Sublease is subject and subordinate to the Master Lease incorporated as and to the matters to which the Master Lease is or shall be subordinate, and in the event of termination, re-entry or dispossess by Owner under the Master Lease, Sublessee shall, at Owner’s option, attorn to Owner pursuant to the then executory provisions of this Sublease, except that Owner shall not (i) be liable for any previous act or omission of Sublessor under this Sublease, (ii) be subject to any offset not expressly provided in this Sublease require which shall have theretofore accrued to Sublessee against Sublessor, or (iii) be bound by any previous modification of this Sublease or by any previous prepayment of more than one (1) month’s Base Rent or Additional Rent. (d) If any termination of the written consent Master Lease is the result of Landlorda voluntary termination of the Master Lease by Sublessor or a default by Sublessor under the Master Lease and such default of Sublessor was not due to default by Sublessee of its obligations hereunder, said provisions Sublessor shall be construed liable to require Sublessee for any and all damages (except for consequential and punitive damages) incurred by Sublessee as a result of such termination. In the written consent event of both Landlord and Sublessor. Sublessor agrees that it shall not unreasonably withhold, condition any other expiration or delay its consent and if Landlord has provided its written consent, Sublessor agrees that its failure to provide consent or notice of non-consent within ten (10) days of written notice that Landlord has consented shall be deemed to be Sublessor’s granting of consent. Sublessee hereby acknowledges that it has read and is familiar with all the terms earlier termination of the Master Lease, and agrees that for any reason whatsoever, this Sublease is subordinate shall automatically terminate on the date of the expiration or termination of the Master Lease; provided, however, that those terms and subject conditions of this Sublease which expressly survive expiration or termination of this Sublease, including, but not limited to, indemnity obligations, shall survive any such expiration or termination of this Sublease. Further, in the event of any damage to or destruction of the Premises or the Building or in the event that the Premises or the Building (or any portion thereof, including, any parking spaces allocated to Sublessor under the Master Lease) are taken for any public or quasi-public use in condemnation proceedings or by any right of eminent domain or sale in lieu of condemnation and if Sublessor or Owner elect to terminate the Master Lease and as a result of such damage, destruction or condemnation, then this Sublease shall automatically terminate (provided, however, that if the damage, destruction or taking solely affects the Sublease Premises, Sublessor will not elect to terminate the Master Lease unless Sublessee has given its prior written consent to such termination). Upon any termination thereof without of this Sublease pursuant to the fault foregoing provisions of Sublessor shall likewise terminate this Section 8(d) of this Sublease, Sublessee shall not have any right or claim against Sublessor on account of such termination other than as specifically provided herein.

Sublease Subject to Master Lease. It is expressly understood, acknowledged and agreed by Sublessee Subtenant that all of this Sublease shall incorporate by reference the other terms, conditions and covenants of this Sublease shall be those stated the Master Lease, except as excluded in Section 5.2 herein, modified as appropriate in the Master Lease except circumstances so as modified herein to make such Articles, and any Sections contained therein, applicable only to the subleasing hereunder by this SubleaseSublandlord of the Premises covered hereby. Unless otherwise stated herein, Sublessee Subtenant shall be subject to, bound by and comply with all of said articles Articles and sections Sections of the Master Lease with respect to the Premises and shall satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor Sublandlord and Master Landlord, it being understood and agreed that, except to the extent the context clearly indicates to the contrary, that wherever in the Master Lease the word “Tenant” appears, for the purposes of this Sublease, the word “SublesseeSubtenant” shall be substituted; , and wherever the word “Landlord” appears, for the purposes of this Sublease, the word “Sublessor” shall be substituted and wherever the words “Base Rent Installment Amount” appears, for the purposes of this Sublease, the words “Base RentSublandlord” shall be substituted; and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee Subtenant or upon the failure of Sublessee Subtenant to pay Rent or comply with any of the provisions of this Sublease, Sublessor Sublandlord may exercise any and all rights and remedies granted to Master Landlord by the Master Lease with respect to such breach; and Subtenant shall reciprocally be entitled to all rights and services afforded to Sublandlord under the Master Lease, in each case, as the same relate to the Premises. Subtenant expressly acknowledges, notwithstanding anything to the contrary in this Sublease, that Subtenant’s duty to indemnify, protect, defend and hold Sublandlord harmless from and against any and all claims, liabilities, penalties, losses or expenses (including attorneys fees and costs) pursuant to this Sublease, and as more specifically set forth in Section 17 of the Master Lease, shall include Sublandlord’s duty to indemnify, defend, protect and hold Master Landlord harmless from and against any and all claims, liabilities, penalties, forfeitures, losses or expenses (including attorneys’ fees and costs) arising in connection with Subtenant’s use and occupancy of the Premises. It is further understood and agreed that Sublandlord has no duty or obligation to Subtenant under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease; provided, however, that Sublandlord shall not be liable to Subtenant for any earlier termination of the Master Lease which is not due to the fault of Sublandlord. In the event of any conflict between this Sublease and the Master Lease, as between Sublandlord and Subtenant only, the terms of this Sublease shall control. Whenever the provisions of the Master Lease incorporated as provisions of this Sublease require the written consent of Landlord, said provisions shall be construed to require the written consent of both Master Landlord and SublessorSublandlord. Sublessor agrees that it shall not unreasonably withhold, condition or delay its consent and if Landlord has provided its written consent, Sublessor agrees that its failure to provide consent or notice of non-consent within ten (10) days of written notice that Landlord has consented shall be deemed to be Sublessor’s granting of consent. Sublessee Subtenant hereby acknowledges that it has read and is familiar with all the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof without the fault of Sublessor Sublandlord shall likewise terminate this Sublease.

Sublease Subject to Master Lease. It This Sublease and Sublessee's possession of the Subleased Premises hereunder is and shall be expressly understood, acknowledged subject and agreed by Sublessee that subordinate to all of the other terms, covenants and conditions and covenants of this Sublease shall be those stated contained in the Master Lease except as modified herein Lease, a copy of which Sublessee expressly acknowledges has been reviewed by this SubleaseSublessee. Unless otherwise stated herein, Sublessee shall be subject to, bound by covenants and comply with agrees to observe and perform all of said articles the terms, covenants and sections of conditions to be performed by the Tenant under the Master Lease with respect to the Subleased Premises (provided that Sublessee shall not be obligated to pay any rent other than as provided in Section 3 of this Sublease) and shall satisfy all applicable terms further covenants and agrees not to do or suffer or permit anything to be done or suffered which would result in a default or event of default under the Master Lease or cause the Master Lease to be terminated. All of the terms, covenants and conditions of the Master Lease for (including without limitation, all defined terms thereunder) are hereby incorporated herein with the benefit of both Sublessor same force and Landlordeffect as if set forth in full and the parties agree that all such terms, it being understood covenants and agreed that, except conditions shall apply to the extent the context clearly indicates to the contrary, wherever in Subleased Premises and whenever the Master Lease imposes duties or obligations on the word “Tenant” appearsTenant thereunder, for the purposes same duties and obligations shall be deemed to refer to Sublessee with respect to the Subleased Premises and Sublessee hereby expressly assumes such duties and obligations. Notwithstanding the foregoing, Sublessee shall not be entitled to exercise any rights or options of the Tenant under the Master Lease (including without limitation any renewal, expansion, early termination or other rights or options), Sublessor hereby expressly reserving all such rights and options and Sublessee hereby expressly acknowledging and agreeing that Sublessee's rights and options are limited to those expressly set forth in this Sublease. Sublessor and Sublessee hereby covenant and agree that in the event that Sublessor exercises the renewal option under the Master Lease, the word “Sublessee” Sublessor and Sublessee shall be substituted; wherever the word “Landlord” appears, for the purposes of enter into an amendment to this Sublease, the word “Sublessor” shall be substituted and wherever the words “Base Rent Installment Amount” appears, for the purposes of this Sublease, the words “Base Rent” shall be substituted; and that Sublease to renew it upon the breach of any of said terms, same terms and conditions or covenants as set forth in the renewal of the Master Lease except that the Base Rental per square foot for the Subleased Premises shall be equal to the Base Rent per square foot payable by Sublessee or upon Sublessor for the failure of Sublessee to pay Rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Landlord by Premises under the Master Lease. In If Sublessor determines not to exercise an extension or renewal, Sublessor will upon Sublessee's request assist Sublessee in the event of any conflict between this Sublease and the negotiation with Master LeaseLessor whereby Sublessee will enter into its own lease with Master Lessor, the terms of this Sublease provided that Sublessor shall control. Whenever the provisions of have no obligation to compromise its own rights under the Master Lease incorporated as provisions of this Sublease require the written consent of Landlord, said provisions shall be construed or to require the written consent of both Landlord and Sublessor. Sublessor agrees that it shall not unreasonably withhold, condition or delay its consent and if Landlord has provided its written consent, Sublessor agrees that its failure to provide consent or notice of non-consent within ten (10) days of written notice that Landlord has consented shall be deemed to be Sublessor’s granting of consent. Sublessee hereby acknowledges that it has read and is familiar with all the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that expend any termination thereof without the fault of Sublessor shall likewise terminate this Subleasefunds in connection therewith.

Sublease Subject to Master Lease. It This Sublease is expressly understood, acknowledged and agreed by Sublessee that in all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease except as modified herein by this Sublease. Unless otherwise stated herein, Sublessee shall be respects -------------------------------- subject to, bound by and comply with all of said articles and sections of the Master Lease with respect to the Premises and shall satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and Landlord, it being understood and agreed that, except to the extent the context clearly indicates to the contrary, wherever in the Master Lease the word “Tenant” appears, for the purposes of this Sublease, the word “Sublessee” shall be substituted; wherever the word “Landlord” appears, for the purposes of this Sublease, the word “Sublessor” shall be substituted and wherever the words “Base Rent Installment Amount” appears, for the purposes of this Sublease, the words “Base Rent” shall be substituted; and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of Sublessee to pay Rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Landlord by the Master Lease. In the event of any conflict between this Sublease and the Master Lease, the terms of this Sublease shall control. Whenever the provisions of the Master Lease incorporated as provisions of this Sublease require the written consent of Landlord, said provisions shall be construed to require the written consent of both Landlord and Sublessor. Sublessor agrees that it shall not unreasonably withhold, condition or delay its consent and if Landlord has provided its written consent, Sublessor agrees that its failure to provide consent or notice of non-consent within ten (10) days of written notice that Landlord has consented shall be deemed to be Sublessor’s granting of consent. Sublessee hereby acknowledges that it has read and is familiar with all the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to any termination of the Master Lease and that any termination thereof without the fault of Sublessor shall likewise automatically terminate this Sublease; provided, however, that if this Sublease terminates as a result of a default of one of the parties under this Sublease or the Master Lease (except the Master Landlord), the defaulting party shall be liable to the non-defaulting party for all damage suffered by the non-defaulting party as a result of such termination, including, without limitation, the unamortized costs of the non-defaulting party's tenant improvements that were paid for directly by such non-defaulting party, tenant relocation costs and the positive difference, if any, between the then current rent paid by the non-defaulting party for the Premises and the rental costs incurred upon the non-defaulting party's relocation into rental space that is in a geographic location comparable to the Premises and is of reasonably comparable size and quality to the Premises. As applied to this Sublease, and except as otherwise expressly provided herein, each reference to "Lease" in the Master Lease will be deemed to refer to "Sublease," each reference to "Premises" in the Master Lease will be deemed to refer to the Premises under this Sublease, and the words "Landlord" and "Tenant" in the Master Lease will be deemed to refer to Sublandlord and Subtenant, respectively, under this Sublease. Except as otherwise expressly provided in this section and in Sections 19 and 25 below, the covenants, agreements, provisions and conditions of the Master Lease, to the extent that late to the Premises and to the extent they do not contradict the express terms of Sublease, are made a pan of and incorporated into this Sublease as if recited in full in Sublease, and the rights and obligations of the Master Landlord as landlord and the Landlord as tenant under the Master Lease will be deemed the rights and obligations XXX landlord and Subtenant, respectively, under this Sublease, and will inure to the XXX of, and be binding on. Sublandlord and Subtenant, respectively.

Sublease Subject to Master Lease. It This Sublease and possession of the Subleased Premises hereunder is and shall be expressly understood, acknowledged subject and agreed by Sublessee that subordinate to all of the other terms, covenants and conditions and covenants of this Sublease shall be those stated contained in the Master Lease except Lease, a copy of which Sublessee expressly acknowledges has been reviewed by Sublessee. Except as modified herein by this Sublease. Unless otherwise stated expressly set forth herein, Sublessee shall be subject to, bound by covenants and comply with agrees to observe and perform all of said articles the terms, covenants and sections of conditions to be performed by the “Tenant” or “Lessee” under the Master Lease with respect to the Subleased Premises and shall satisfy all applicable terms further covenants and agrees, with respect only to the Subleased Premises and any other area of the Premises used and/or occupied by Sublessee, not to do or suffer or permit anything to be done or suffered by third parties other than Sublessor which would result in a default or event of default under the Master Lease or cause the Master Lease to be terminated. All of the terms, covenants and conditions of the Master Lease (including without limitation, all defined terms thereunder) are hereby incorporated herein with the same force and effect as if set forth in full and the parties agree that all such terms, covenants and conditions shall apply to the Subleased Premises and whenever the Master Lease imposes duties or obligations on the Tenant or Lessee thereunder, the same duties and obligations shall be deemed to refer to Sublessee with respect to the Subleased Premises and Sublessee hereby expressly assumes such duties and obligations; provided, however, that such assumption of duties and obligations is contingent upon Sublessor delivering written notice of such duties and obligations to Sublessee to the extent they are not expressly set forth in the Master Lease. Notwithstanding the foregoing, Sublessor shall have no duty to perform any obligations of Master Landlord under the Master Lease, but shall exercise commercially reasonable efforts in attempting to cause Master Landlord to perform its obligations under the Master Lease for the benefit of both Sublessee. Sublessor and Landlordshall have no responsibility for or liability to Sublessee for any default, it being understood and agreed thatfailure or delay on the part of Master Landlord in the performance or observance by Master Landlord of any of its obligations under the Master Lease, nor shall such default by Master Landlord affect this Sublease or waive the further performance of any of Sublessee’s obligations hereunder except to the extent the context clearly indicates to the contrary, wherever in the that such default by Master Lease the word “Tenant” appears, for the purposes of this Sublease, the word “Sublessee” shall be substituted; wherever the word “Landlord” appears, for the purposes of this Sublease, the word “Sublessor” shall be substituted and wherever the words “Base Rent Installment Amount” appears, for the purposes of this Sublease, the words “Base Rent” shall be substituted; and that upon the breach of any of said terms, conditions or covenants of the Master Lease Landlord excuses performance by Sublessee or upon the failure of Sublessee to pay Rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Landlord by under the Master Lease. In Except as otherwise expressly set forth herein, Sublessee shall not be entitled to exercise any rights or options of the event of any conflict between this Sublease and the Master Lease, the terms of this Sublease shall control. Whenever the provisions of Tenant or Lessee under the Master Lease incorporated as provisions of this Sublease require the written consent of Landlord(including, said provisions shall be construed to require the written consent of both Landlord and Sublessor. Sublessor agrees that it shall not unreasonably withholdwithout limitation, condition any renewal, expansion, early termination or delay its consent and if Landlord has provided its written consentother rights or options), Sublessor agrees that its failure to provide consent or notice of non-consent within ten (10) days of written notice that Landlord has consented shall be deemed to be Sublessor’s granting of consent. Sublessee hereby acknowledges that it has read expressly reserving all such rights and is familiar with all the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof without the fault of Sublessor shall likewise terminate this Subleaseoptions.