Common use of Sublease Subject to Master Lease Clause in Contracts

Sublease Subject to Master Lease. This Sublease and Sublessee's possession of the Subleased Premises hereunder is and shall be expressly subject and subordinate to all of the terms, covenants and conditions contained in the Master Lease, a copy of which Sublessee expressly acknowledges has been reviewed by Sublessee. Sublessee covenants and agrees to observe and perform all of the terms, covenants and 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 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 (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 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. 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, Sublessor and Sublessee shall enter into an amendment to this Sublease to renew it upon the same terms and conditions 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 Sublessor for the Premises under the Master Lease. If Sublessor determines not to exercise an extension or renewal, Sublessor will upon Sublessee's request assist Sublessee in the negotiation with Master Lessor whereby Sublessee will enter into its own lease with Master Lessor, provided that Sublessor shall have no obligation to compromise its own rights under the Master Lease or to expend any funds in connection therewith.

Sublease Subject to Master Lease. This Except as otherwise specifically set forth herein, this Sublease and Sublessee's possession of the Subleased Premises hereunder is and shall be expressly leasehold interest granted hereby are subject and subordinate in all respects to all of the 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 and conditions of "Tenant" contained in the Master Lease, a copy and Sublessor shall have all rights of which "Landlord" provided for in the Master Lease, all as if Sublessee expressly acknowledges has been reviewed by Sublesseewere the "Tenant" thereunder and Sublessor were the "Landlord" thereunder. Sublessee covenants and hereby agrees to observe promptly and perform properly satisfy all of such obligations of "Tenant" under the Master Lease, except only for the payment of rent under paragraph (1) of the Master Lease, the resurfacing of the parking lot under paragraph (2) of the Master Lease and except as otherwise expressly set forth herein. In the event that Sublessee fails or refuses to comply with all of the terms, provisions, conditions and covenants and conditions to be performed by the Tenant set forth hereunder and/or under the Master Lease with respect required hereunder to the Subleased Premises (be complied with, in addition to all other rights and remedies provided that Sublessee shall not be obligated to pay any rent other than as provided for in Section 3 of this Sublease, Sublessor shall have the right, after giving five (5) and further covenants and agrees not business days prior written notice to do or suffer or permit anything to be done or suffered which would result in Sublessee of any such a default (or event of default under no notice if the Master Lease provides for none or cause the Master Lease such lesser notice), to be terminated. All take any necessary measures to ensure compliance with such provisions and/or perform such obligations on behalf of the termsSublessee, 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 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. 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 extent that Sublessor exercises the renewal option under the Master Lease, Sublessor and Sublessee shall enter into an amendment to this Sublease to renew it upon the same terms and conditions 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 Sublessor for the Premises under the Master Lease. If Sublessor determines not to exercise an extension or renewal, Sublessor will upon Sublessee's request assist Sublessee in the negotiation with Master Lessor whereby Sublessee will enter into its own lease with Master Lessor, provided that Sublessor shall have no obligation to compromise its own rights under the Master Lease or to expend incurs any funds costs and/or expenses in connection therewith, to receive reimbursement from Sublessee therefor.

Sublease Subject to Master Lease. This Sublease and Sublessee's possession of the Subleased Premises hereunder is and shall be expressly at all times subject and subordinate to all of the terms, covenants and conditions contained in the Master Lease, a copy of which Sublessee expressly acknowledges has been reviewed by Sublessee. Sublessee covenants and agrees to observe and perform all of the terms, covenants and 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 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 (including without limitationLease, attached hereto as EXHIBIT B, and shall in 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 respects be limited to the Subleased Premises estate granted to Sublessor by Master Lessor pursuant to the Master Lease. Excluding only the obligations with regard to the payment of basic rental and whenever 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, Sublessee assumes and agrees to be bound by the terms of and to perform all of the obligations and duties of Sublessor under the Master Lease imposes duties or obligations on the Tenant thereunder, the same duties and obligations shall be deemed to refer to Sublessee with respect to the Subleased Premises and Sublease Premises, as if Sublessee hereby expressly assumes such duties and obligationswere the tenant named thereunder. Notwithstanding the foregoing, Sublessee shall not commit or permit to be entitled to exercise committed any rights act or options omission which shall violate any terms, covenants or conditions of the Tenant Master Lease. Sublessee agrees that it shall promptly forward to Sublessor any and all 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 (including without limitation any renewal, expansion, early termination or other rights or options), Sublessor hereby expressly reserving all such rights than to maintain the Master Lease in full force and options and Sublessee hereby expressly acknowledging and agreeing that Sublessee's rights and options are limited to those expressly set forth in effect during the Term of this Sublease. Sublessor and Sublessee hereby covenant and agree that in In the event that the Master Lease shall terminate for any reason prior to the Expiration Date of 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 exercises under Section 17 hereof. Where any approval or consent shall be required of Master Lessor pursuant to the renewal option under provisions of the Master Lease, Sublessor and Sublessee shall enter into an amendment to this Sublease to renew it may, without limitation, condition its approval or consent upon Sublessee's obtaining the same terms and conditions as set forth in the renewal approval or consent of the Master Lease except Lessor. To the extent that the Base Rental per square foot for terms of this Sublease are more restrictive than the Subleased Premises shall be equal to the Base Rent per square foot payable by Sublessor for the Premises under terms of the Master Lease. If Sublessor determines not to exercise an extension or renewal, Sublessor will upon Sublessee's request assist Sublessee in the negotiation with Master Lessor whereby Sublessee will enter into its own lease with Master Lessor, provided that Sublessor terms of this Sublease shall have no obligation to compromise its own rights under the Master Lease or to expend any funds in connection therewithprevail.

Sublease Subject to Master Lease. This Sublease and Sublessee's possession is in all respects -------------------------------- subject to the provisions of the Subleased Premises hereunder is and shall be expressly subject and subordinate to all of the terms, covenants and conditions contained in the Master Lease, a copy and any termination of which Sublessee expressly acknowledges has been reviewed by Sublessee. Sublessee covenants and agrees to observe and perform all of the terms, covenants and 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 automatically terminate this Sublease) and further covenants and agrees not to do or suffer or permit anything to be done or suffered which would ; provided, however, that if this Sublease terminates as a result in of a default of one of the parties under this Sublease or event of default under the Master Lease or cause (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 terminateddeemed 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. All of Except as otherwise expressly provided in this section and in Sections 19 and 25 below, the termscovenants, covenants agreements, provisions and conditions of the Master Lease (including without limitationLease, all defined to the extent that late to the Premises and to the extent they do not contradict the express terms thereunder) of Sublease, are hereby made a pan of and incorporated herein with the same force and effect into this Sublease as if set forth recited in full in Sublease, and the parties agree that all such terms, covenants rights and conditions shall apply to the Subleased Premises and whenever obligations of the Master Lease imposes duties or obligations on Landlord as landlord and the Tenant 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. Notwithstanding the foregoing, Sublessee shall not be entitled to exercise any rights or options of the Tenant Landlord as tenant under the Master Lease (including without limitation any renewal, expansion, early termination or other rights or options), Sublessor hereby expressly reserving all such will be deemed the rights and options obligations XXX landlord and Sublessee hereby expressly acknowledging and agreeing that Sublessee's rights and options are limited to those expressly set forth in Subtenant, respectively, under this Sublease. Sublessor , and Sublessee hereby covenant and agree that in the event that Sublessor exercises the renewal option under the Master Lease, Sublessor and Sublessee shall enter into an amendment to this Sublease to renew it upon the same terms and conditions 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 will inure to the Base Rent per square foot payable by Sublessor for the Premises under the Master LeaseXXX of, and be binding on. If Sublessor determines not to exercise an extension or renewalSublandlord and Subtenant, Sublessor will upon Sublessee's request assist Sublessee in the negotiation with Master Lessor whereby Sublessee will enter into its own lease with Master Lessor, provided that Sublessor shall have no obligation to compromise its own rights under the Master Lease or to expend any funds in connection therewithrespectively.

Sublease Subject to Master Lease. (a) This Sublease is expressly made subject to all the terms and Sublessee's possession conditions of the Subleased Premises hereunder is Master Lease, except as specifically provided to the contrary in this Sublease or in the Owner’s Consent (as hereinafter defined). Sublessee hereby assumes, and shall be expressly subject and subordinate to covenants that it shall, throughout the Term, observe all of the terms, covenants and conditions contained in the Master Lease, a copy of which Sublessee expressly acknowledges has been reviewed by Sublessee. Sublessee covenants and agrees to observe and perform all of the terms, covenants and 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 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 termsprovisions, 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 without limitationreasonable out-of-pocket attorneys’ fees and disbursements, all defined terms thereunder) are hereby incorporated herein with based upon any default by Sublessee, during the same force and effect as if set forth Term, in full and the parties agree that all such Sublessee’s performance of those terms, provisions, covenants and conditions shall apply to the Subleased Premises and whenever of the Master Lease imposes duties which are or obligations on the Tenant thereunder, the same duties and obligations shall be deemed applicable to refer to Sublessee with respect to the Subleased Premises Sublessee, as above provided, and Sublessee hereby expressly assumes such duties shall pay to Sublessor as Additional Rent hereunder any and obligations. Notwithstanding the foregoingall sums which Sublessor is required to pay to Owner, Sublessee shall not be entitled which requirement is caused in whole or in part by Sublessee’s failure to exercise perform or observe any rights or options of the Tenant under terms, provisions, covenants and conditions of the Master Lease (including without limitation or by any renewal, expansion, early termination act 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 omission described in the event that Sublessor exercises preceding sentence. In any case where the renewal option under consent or approval of Owner shall be required pursuant to the Master Lease, Sublessor and Sublessee Sublessor’s consent shall enter into an amendment to this Sublease to renew it upon the same terms and conditions as set forth in the renewal of the Master Lease except that the Base Rental per square foot for the Subleased Premises shall also be equal to the Base Rent per square foot payable by Sublessor for the Premises under the Master Lease. If Sublessor determines not to exercise an extension or renewal, Sublessor will upon Sublessee's request assist Sublessee in the negotiation with Master Lessor whereby Sublessee will enter into its own lease with Master Lessor, provided that Sublessor shall have no obligation to compromise its own rights under the Master Lease or to expend any funds in connection therewithrequired hereunder.

Sublease Subject to Master Lease. This Notwithstanding anything to the contrary in this Sublease, Subtenant acknowledges that the rights it is hereby acquiring in and to the Subleased Premises are derived from the Master Lease and that the rights, terms and conditions of this Sublease are in all respects subordinate and Sublessee's possession subject to the terms and conditions of the Master Lease. Subtenant agrees to be bound by each term, condition and covenant of the Master Lease that governs the use of the Subleased Premises, and to perform with respect to the Subleased Premises hereunder each and every obligation of Sublessor pursuant to the Master Lease (other than the payment of rent), as if each such term, condition, covenant and obligation were set forth in full in this Sublease. Notwithstanding anything to the contrary herein, it is and shall be expressly subject and subordinate to all of the termsfurther agreed that, covenants and conditions contained in the event the Master LeaseLease terminates for any reason, this Sublease and all rights of Subtenant in and to the Subleased Premises shall automatically terminate on the date the Master Lease terminates, and Sublessor shall not have any liability to Subtenant whatsoever as a copy result of which Sublessee expressly acknowledges has been reviewed such termination; provided, that Sublessor shall not terminate, or by Sublessee. Sublessee covenants and agrees to observe and perform all its act or omission cause the termination of the terms, covenants and conditions to be performed by the Tenant under the Master Lease with respect to the Subleased Premises (provided that Sublessee shall not be obligated Premises, unless satisfactory arrangements are made for Subtenant to pay any rent other than as provided in Section 3 of this Sublease) and further covenants and agrees not continue 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 termsoccupy, covenants and conditions of the Master Lease (including without limitationon an uninterrupted basis, 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 in accordance with this Sublease or obligations on the Tenant thereunder, the same duties and obligations shall be deemed financial terms no less favorable 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 Subtenant than this Sublease. Master Landlord's consent to this Sublease shall not relieve Sublessor and Sublessee hereby covenant and agree that in the event that Sublessor exercises the renewal option of any of its obligations under the Master Lease, Sublessor and Sublessee shall enter into an amendment to this Sublease to renew it upon the same terms and conditions 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 Sublessor for the Premises under the Master Lease. If Sublessor determines not to exercise an extension or renewal, Sublessor will upon Sublessee's request assist Sublessee in the negotiation with Master Lessor whereby Sublessee will enter into its own lease with Master Lessor, provided that Sublessor shall have no obligation to compromise its own rights under the Master Lease or to expend any funds in connection therewith.

Sublease Subject to Master Lease. This It is expressly understood, acknowledged and agreed by Subtenant that this Sublease and Sublessee's possession of the Subleased Premises hereunder is and shall be expressly subject and subordinate to all of incorporate by reference the terms, conditions and covenants and conditions contained in of the Master Lease, a copy except for the payment of which Sublessee expressly acknowledges has been reviewed Base Rent and except as excluded in Section 5(b) herein, modified as appropriate in the circumstances so as to make such Sections, and any Sections contained therein, applicable only to the subleasing hereunder by SublesseeSublandlord of the Premises covered hereby. Sublessee covenants Subtenant shall be subject to, bound by and agrees to observe and perform comply with all of the terms, covenants said Articles and conditions to be performed by the Tenant under Sections of the Master Lease with respect to the Subleased Premises (provided and shall satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublandlord and Master Landlord, it being understood and agreed that Sublessee wherever in the Master Lease the word “Tenant” appears, for the purposes of this Sublease, the word “Subtenant” shall be substituted, and wherever the word “Lessor” appears, for the purposes of this Sublease, the word “Sublandlord” shall be substituted; and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Subtenant or upon the failure of Subtenant to pay Rent or comply with any of the provisions of this Sublease, 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 obligated liable to pay Subtenant for any rent other than as provided in Section 3 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) 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 further covenants Sublandlord. 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 Sublandlord shall likewise terminate this Sublease. Sublandlord will not voluntarily do, or fail to do or suffer or permit do, anything to be done or suffered which would result in will constitute 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 consent to the Subleased Premises and whenever the Master Lease imposes duties or obligations on the Tenant 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. Notwithstanding the foregoing, Sublessee shall not be entitled to exercise any rights or options termination 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, Sublessor and Sublessee shall enter into an amendment to this Sublease to renew it upon the same terms and conditions 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 Sublessor for the Premises under the Master Lease. If Sublessor determines not Sublandlord hereby agrees to exercise an extension or renewaldefend, Sublessor will upon Sublessee's request assist Sublessee 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 negotiation with Master Lessor whereby Sublessee will enter into its own Premises at Subtenant’s cost and increased rental obligations under any replacement lease (including any direct lease with Master Lessorthe 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, provided that Sublessor shall have no obligation to compromise its own rights including by enforcement of Sublandlord’s right under the Master Lease or to expend any funds in connection therewithSNDA.

Sublease Subject to Master Lease. This Sublease Inclusions. It is expressly understood, acknowledged and Sublessee's possession of the Subleased Premises hereunder is and shall be expressly subject and subordinate to agreed by Sublessee that all of the other terms, conditions and covenants and conditions contained of this Sublease shall be those stated in the Master LeaseLease except as modified herein by this Sublease. Unless otherwise stated herein, a copy of which Sublessee expressly acknowledges has been reviewed shall be subject to, bound by Sublessee. Sublessee covenants and agrees to observe and perform comply with all of the terms, covenants said articles and conditions to be performed by the Tenant under sections of the Master Lease with respect to the Subleased Premises (provided that Sublessee and shall not be obligated to pay any rent other than as provided in Section 3 of this Sublease) and 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 satisfy all applicable terms and conditions of the Master Lease (including without limitationfor the benefit of both Sublessor and Landlord, all defined terms thereunder) are hereby incorporated herein with the same force it being understood and effect as if set forth in full and the parties agree that all such termsagreed that, covenants and conditions shall apply except to the Subleased Premises and whenever extent the context clearly indicates to the contrary, wherever in the Master Lease imposes duties or obligations on the Tenant thereunderword “Tenant” appears, for the purposes of this Sublease, the same duties word “Sublessee” shall be substituted; wherever the word “Landlord” appears, for the purposes of this Sublease, the word “Sublessor” shall be substituted and obligations 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 refer to Sublessee with respect to the Subleased Premises and be Sublessor’s granting of consent. Sublessee hereby expressly assumes such duties acknowledges that it has read and obligations. Notwithstanding is familiar with all the foregoing, Sublessee shall not be entitled to exercise any rights or options terms 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, Sublessor and Sublessee shall enter into an amendment to agrees that this Sublease is subordinate and subject to renew it upon the same terms and conditions as set forth in the renewal of the Master Lease except and that any termination thereof without the Base Rental per square foot for the Subleased Premises shall be equal to the Base Rent per square foot payable by Sublessor for the Premises under the Master Lease. If Sublessor determines not to exercise an extension or renewal, Sublessor will upon Sublessee's request assist Sublessee in the negotiation with Master Lessor whereby Sublessee will enter into its own lease with Master Lessor, provided that fault of Sublessor shall have no obligation to compromise its own rights under the Master Lease or to expend any funds in connection therewithlikewise terminate this Sublease.

Sublease Subject to Master Lease. This Sublease (a) Subtenant acknowledges that the rights it is hereby acquiring in and Sublessee's possession of to the Subleased Premises hereunder is are derived from the Master Lease and shall be expressly subject that the rights, terms and conditions of this Sublease are in all respects subordinate to all the Master Lease. Subtenant agrees to be bound by the terms of the termsArticles 2, covenants 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 conditions contained in 42 of the Master Lease, a copy of which Sublessee expressly acknowledges has been reviewed by Sublessee. Sublessee covenants and agrees to observe and perform all of the terms, covenants and conditions to be performed by the Tenant under the Master Lease with respect to the Subleased Premises each and every obligation of Sublessor pursuant to the aforementioned Articles of the Master Lease, (provided that Sublessee shall not be obligated other than the obligation to pay any rent other than as provided in Section 3 of and additional rent which obligations shall be determined solely by reference to this Sublease) and 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 (including without limitation, all defined terms thereunder) are hereby incorporated herein with the same force and effect as if each such term, condition, covenant and obligation were set forth in full in this Sublease. In the event of any conflict between the Master Lease and this Sublease, the parties agree that terms of this Sublease shall govern the relationship between Sublessor and Subtenant. Notwithstanding anything to the contrary herein, it is further agreed that, in the event the Master Lease terminates for any reason, this Sublease and all such terms, covenants rights of Subtenant in and conditions shall apply to the Subleased Premises and whenever shall automatically terminate on the date the Master Lease imposes duties or obligations on the Tenant thereunderterminates, 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. Notwithstanding the foregoing, Sublessee Sublessor shall not be entitled have any liability to exercise any rights or options Subtenant whatsoever as a result 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, Sublessor and Sublessee shall enter into an amendment to this Sublease to renew it upon the same terms and conditions 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 Sublessor for the Premises under the Master Lease. If Sublessor determines not to exercise an extension or renewal, Sublessor will upon Sublessee's request assist Sublessee in the negotiation with Master Lessor whereby Sublessee will enter into its own lease with Master Lessor, provided that Sublessor shall have no obligation to compromise its own rights under the Master Lease or to expend any funds in connection therewithtermination.

Sublease Subject to Master Lease. This Sublease and Sublessee's possession of the Subleased Premises hereunder is and shall be expressly at all times subject and subordinate to all of the terms, covenants and conditions contained in the Master Lease, a copy of which Sublessee expressly acknowledges has been reviewed by Sublessee. Sublessee covenants and agrees to observe and perform all of the terms, covenants and 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 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 (including without limitation, and shall in all defined terms thereunder) are hereby incorporated herein respects be limited and construed in a fashion consistent 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 estate granted to Sublessor by Master Lessor pursuant to the Subleased Premises and whenever Master Lease. Without limiting the Master Lease imposes duties or obligations on the Tenant 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. Notwithstanding generality of the foregoing, Sublessee shall not acknowledges that Master Lessor has reserved rights of entry and inspection that may be entitled greater than those reserved to exercise any rights or options Sublessor hereunder; that all improvements and alterations made to the Premises may become the property of Master Lessor on surrender of the Tenant 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 (including without limitation any renewal, expansion, early termination to a greater degree than by this Sublease; and that Master Lessor may have the option of terminating this Sublease or other rights or options), Sublessor hereby expressly reserving all such assuming Sublessor’s 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 obligations hereunder upon a cancellation of the Master Lease, Sublessor and . Sublessee shall enter into an amendment not commit or permit to this Sublease to renew it upon be committed any act or omission within the same terms and Premises, the Building, the Land or Common Areas which shall violate any terms, covenants or conditions as set forth in the renewal of the Master Lease except Lease. Each party agrees that the Base Rental per square foot for the Subleased Premises it shall be equal promptly forward to the Base Rent per square foot payable by Sublessor for other party any and all notices or other communications received with regard to the Premises by the first party from the Master Lessor under the Master Lease. If Sublessor determines not to exercise an extension or renewalIn the event that the Master Lease shall terminate for any reason, Sublessor will upon Sublessee's request assist Sublessee in this Sublease shall also terminate and, unless the negotiation with Master Lessor whereby Sublessee will enter into its own lease with Master Lessortermination was the fault of Sublessor, provided that Sublessor the parties hereunder shall have no obligation further obligations or liabilities to compromise its own each other; provided that any such termination shall not impair the rights of Sublessor under Section 17 hereof. Where any approval or consent of Master Lessor under the 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 expend extend the term of the Master Lease pursuant to any funds such provisions contained in connection therewiththe Master Lease.

Sublease Subject to Master Lease. This It is expressly understood, acknowledged and agreed by Subtenant that this Sublease and Sublessee's possession of the Subleased Premises hereunder is and shall be expressly subject and subordinate to all of incorporate by reference the terms, conditions and covenants and conditions contained in of the Master Lease, a copy except as excluded in Section 5.2 herein, modified as appropriate in the circumstances so as to make such Articles, and any Sections contained therein, applicable only to the subleasing hereunder by Sublandlord of which Sublessee expressly acknowledges has been reviewed the Premises covered hereby. Subtenant shall be subject to, bound by Sublessee. Sublessee covenants and agrees to observe and perform comply with all of the terms, covenants said Articles and conditions to be performed by the Tenant under Sections of the Master Lease with respect to the Subleased Premises (provided that Sublessee and shall not be obligated to pay any rent other than as provided in Section 3 of this Sublease) and 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 satisfy all applicable terms and conditions of the Master Lease (including without limitationfor the benefit of both Sublandlord and Master Landlord, all defined terms thereunder) are hereby incorporated herein with the same force it being understood and effect as if set forth agreed that wherever 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 thereunderword “Tenant” appears, for the purposes of this Sublease, the same duties and obligations word “Subtenant” shall be deemed substituted, and wherever the word “Landlord” appears, for the purposes of this Sublease, the word “Sublandlord” shall be substituted; and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Subtenant or upon the failure of Subtenant to refer pay Rent or comply with any of the provisions of this Sublease, Sublandlord may exercise any and all rights and remedies granted to Sublessee Master Landlord by the Master Lease with respect to the Subleased Premises such breach; and Sublessee hereby expressly assumes such duties and obligations. Notwithstanding the foregoing, Sublessee Subtenant shall not reciprocally 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 services afforded 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 Sublandlord under the Master Lease, Sublessor 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 Sublessee shall enter into an amendment hold Sublandlord harmless from and against any and all claims, liabilities, penalties, losses or expenses (including attorneys fees and costs) pursuant to this Sublease to renew it upon the same terms Sublease, and conditions as more specifically set forth in Section 17 of the renewal 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 except that the Base Rental per square foot for the Subleased Premises shall be equal which is not due to the Base Rent per square foot payable by Sublessor for fault of Sublandlord. In the Premises under event of any conflict between this Sublease and the Master Lease, as between Sublandlord and Subtenant only, the terms of this Sublease shall control. If Sublessor determines not to exercise an extension or renewal, Sublessor will upon Sublessee's request assist Sublessee in Whenever the negotiation with Master Lessor whereby Sublessee will enter into its own lease with Master Lessor, provided that Sublessor shall have no obligation to compromise its own rights under provisions of the Master Lease or incorporated as provisions of this Sublease require the written consent of Landlord, said provisions shall be construed to expend require the written consent of both Master Landlord and Sublandlord. 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 funds in connection therewithtermination thereof without the fault of Sublandlord shall likewise terminate this Sublease.

Sublease Subject to Master Lease. This Sublease and Sublessee's possession of the Subleased Premises hereunder is and shall be expressly subject and subordinate to all of the terms, covenants and conditions contained in the Master Lease, a copy of which Sublessee expressly acknowledges has been reviewed by Sublessee. Except as otherwise expressly set forth herein, Sublessee covenants and agrees to observe and perform all of the terms, covenants and conditions to be performed by the Tenant “Tenant” or “Lessee” 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 further covenants and agrees 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 Sublessee. Sublessor shall have no responsibility for or liability to Sublessee for any default, failure 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 that such default by Master Landlord excuses performance by Sublessor under the Master Lease. Except as otherwise expressly set forth herein, Sublessee shall not be entitled to exercise any rights or options of the Tenant or Lessee under the Master Lease (including including, without limitation 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, Sublessor and Sublessee shall enter into an amendment to this Sublease to renew it upon the same terms and conditions 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 Sublessor for the Premises under the Master Lease. If Sublessor determines not to exercise an extension or renewal, Sublessor will upon Sublessee's request assist Sublessee in the negotiation with Master Lessor whereby Sublessee will enter into its own lease with Master Lessor, provided that Sublessor shall have no obligation to compromise its own rights under the Master Lease or to expend any funds in connection therewithoptions.