Common use of SUBORDINATION TO MASTER LEASE Clause in Contracts

SUBORDINATION TO MASTER LEASE. This Sublease shall at all times be subject and subordinate to the terms and provisions of the Master Lease. Except for the Excluded Sections of the Master Lease and except as otherwise set forth in this Sublease, all of the terms and conditions contained in the Master Lease are hereby incorporated herein by this reference as terms and conditions of this Sublease, except that references in the Master Lease to the terms listed in Column A below shall be deemed to be references to the terms set forth in this Sublease listed in the same row in Column B below: Column A Column B Lease Sublease Landlord Sublandlord Tenant Subtenant Term Sublease Term Base Rent Monthly Base Rent (which amount shall be annualized where the context so admits) Premises Subleased Premises Commencement Date Sublease Commencement Date References within the first two (2) sentences of Master Lease Section 21.1 to "Landlord" shall, however, be construed to refer solely to Master Landlord, and such references in the remainder of said Section shall be deemed to refer to both Master Landlord and Sublandlord. Subtenant shall not cause a default under the Master Lease and shall use reasonable efforts to prevent its employees, agents, contractors or invitees from causing a default under the Master Lease. Notwithstanding any other provision of this Sublease, Sublandlord, as sublandlord under this Sublease, shall have the benefit of all rights, waivers, remedies and limitations of liability enjoyed by Master Landlord, as the landlord under the Master Lease, but (i) Sublandlord shall have no obligation under this Sublease to perform the obligations of Master Landlord, as landlord under the Master Lease, including, without limitation, any obligation to provide services or maintain insurance; (ii) Sublandlord shall not be bound by any representations or warranties of the Master Landlord under the Master Lease; (iii) in any instance where the consent of Master Landlord, as the landlord under the Master Lease, is required under the terms of the Master Lease, the consent of Sublandlord and Master Landlord shall be required; (iv) Sublandlord shall not be liable to Subtenant for any failure or delay in Master Landlord's performance of its obligations, as landlord under the Master Lease. Upon the default by Subtenant in the full and timely payment and performance of its obligations under the Sublease, Sublandlord may exercise any and all rights and remedies granted to Master Landlord by the Master Lease with respect to default by the Tenant under the Master Lease. In the event that Subtenant breaches any of the terms, conditions or covenants of this Sublease or of the Master Lease and fails to remedy such breach within twenty (20) days after written notice, Sublandlord shall have the right, but not the obligation, to cure such breach and charge Subtenant for the costs incurred thereby, which costs Subtenant shall pay to Sublandlord upon demand. Subtenant shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. If the Master Lease terminates for any reason, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease; provided, however, that Subtenant shall pay to Sublandlord all sums due and accrued under this Sublease as of the termination date. Notwithstanding any contrary provision of this Sublease, (i) in any instances where Master Landlord, as landlord under the Lease, has a certain period of time in which to notify Sublandlord, as tenant under the Master Lease, whether Master Landlord will or will not take any particular action, Sublandlord, as landlord under this Sublease, shall have an additional five (5) business days after receiving such notice in which to notify Subtenant (except in the case of a request by Subtenant for consent by Sublandlord to a Transfer, in which event Sublandlord shall so notify Subtenant within fifteen (15) days), (ii) in any instance where Sublandlord, as tenant under the Master Lease, has a certain period of time in which to notify Master Landlord as landlord under the Master Lease, Subtenant, as tenant under this Sublease will notify both the Master Landlord and Sublandlord within the time prescribed in the Master Lease, (iii) in any instance where a specific grace period is granted to Sublandlord, as tenant under the Master Lease, before Sublandlord is considered in default under the Master Lease, Subtenant, as tenant under this Sublease, shall be deemed to have a grace period that is three (3) days less than Sublandlord had before Subtenant is considered in default under this Sublease, but in no event shall any grace period be reduced to less than five days unless the relevant period under the Master Lease is six (6) days or less, in which case the period under this Sublease shall be two (2) days less than the period provided to Sublandlord under the Master Lease. In no event shall Master Landlord or Sublandlord be liable for any consequential damages suffered by Subtenant in connection with any breach of this Sublease or otherwise.

SUBORDINATION TO MASTER LEASE. This Sublease shall at all times be subject and subordinate to the terms and provisions of the Master LeaseLease except as otherwise expressly set forth herein. Except for the Excluded Sections of the Master Lease and except as otherwise set forth in this SubleaseSublease and except for Sections 1.1(a), 1.1(b), 1.3 and 1.4 of the Master Lease, all of the terms and conditions contained in the Master Lease are hereby incorporated herein by this reference as terms and conditions of this Sublease, except with each reference to Lessor and Lessee (or Landlord and Tenant, as applicable) therein to be deemed to refer to Sublandlord and Subtenant respectively herein. Unless mutually agreed upon by Sublandlord and Subtenant in writing, Sublandlord covenants and agrees that references in Sublandlord shall not enter into any modification or other agreement with respect to the Master Lease which would materially adversely effect the use by Subtenant of the Premises in accordance with the terms of this Sublease. Subject to the foregoing sentence, unless mutually agreed upon by Sublandlord and Subtenant in writing, Sublandlord covenants and agrees that Sublandlord shall not enter into any modification or other agreement with respect to the Master Lease which would materially adversely affect the use by Subtenant of the Premises in accordance with the terms listed of this Sublease. Sublandlord shall have the right but shall not be obligated to agree with the Master Landlord to any amendment to the Master Lease which the Sublandlord in Column A below its discretion deems to be appropriate, without the approval of the Subtenant. Sublandlord shall give Subtenant written notice of any such amendment, and such amendment shall be deemed to be references to binding on Subtenant hereunder. Upon the terms set forth in this Sublease listed in breach of any of the same row in Column B below: Column A Column B Lease Sublease Landlord Sublandlord Tenant Subtenant Term Sublease Term Base Rent Monthly Base Rent (which amount shall be annualized where the context so admits) Premises Subleased Premises Commencement Date Sublease Commencement Date References within the first two (2) sentences terms, conditions or covenants of Master Lease Section 21.1 to "Landlord" shall, however, be construed to refer solely to Master Landlord, and such references in the remainder of said Section shall be deemed to refer to both Master Landlord and Sublandlord. Subtenant shall not cause a default under the Master Lease and shall use reasonable efforts or upon the failure of Subtenant to prevent its employees, agents, contractors pay rent or invitees from causing a default under comply with any of the Master Lease. Notwithstanding any other provision provisions of this Sublease, Sublandlord, as sublandlord under this Sublease, shall have the benefit of all rights, waivers, remedies after Subtenant has received prior written notice and limitations of liability enjoyed by Master Landlord, as the landlord under the Master Lease, but (i) Sublandlord shall have no obligation under this Sublease had an opportunity to perform the obligations of Master Landlord, as landlord under the Master Lease, including, without limitation, any obligation to provide services or maintain insurance; (ii) Sublandlord shall not be bound by any representations or warranties of the Master Landlord under the Master Lease; (iii) in any instance where the consent of Master Landlord, as the landlord under the Master Lease, is required under the terms of the Master Lease, the consent of Sublandlord and Master Landlord shall be required; (iv) Sublandlord shall not be liable to Subtenant for any failure or delay in Master Landlord's performance of its obligations, as landlord under the Master Lease. Upon the default by Subtenant in the full and timely payment and performance of its obligations under the Subleasecure, Sublandlord may exercise any and all rights and remedies granted to Master Landlord by the Master Lease with respect to default by the Tenant under the Master Lease. In the event that Subtenant breaches any of the terms, terms conditions or covenants of this Sublease or of the Master Lease and fails to remedy such breach within twenty fifteen (2015) days after of written notice, Sublandlord shall have has the right, but not the obligation, to cure such breach and charge xxxx Subtenant for the costs incurred thereby, which costs Subtenant shall pay to Sublandlord upon demand. Subtenant shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. If the Master Lease terminates for any reasonterminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease; provided, provided '. however, that Subtenant shall pay to Sublandlord all sums due and accrued under this Sublease as of the termination date. Notwithstanding any contrary provision of this Sublease, (i) in any instances where Master Landlord, as landlord under the Lease, has a certain period of time in which to notify Sublandlord, as tenant under the Master Lease, whether Master Landlord will or will not take any particular action, Sublandlord, as landlord under this Sublease, shall have an additional five (5) business days after receiving such notice in which to notify Subtenant (except in the case of a request by Subtenant for consent by Sublandlord to a Transfer, in which event Sublandlord shall so notify Subtenant within fifteen (15) days), (ii) in any instance where Sublandlord, as tenant under the Master Lease, has a certain period of time in which to notify Master Landlord as landlord under the Master Lease, Subtenant, as tenant under this Sublease will notify both the Master Landlord and Sublandlord within the time prescribed in the Master Lease, (iii) in any instance where a specific grace period is granted to Sublandlord, as tenant under the Master Lease, before Sublandlord is considered in default under the Master Lease, Subtenant, as tenant under this Sublease, shall be deemed to have a grace period that is three (3) days less than Sublandlord had before Subtenant is considered in default under this Sublease, but in no event shall any grace period be reduced to less than five days unless the relevant period under the Master Lease is six (6) days or less, in which case the period under this Sublease shall be two (2) days less than the period provided to Sublandlord under the Master Lease. In no event shall Master Landlord or Sublandlord be liable for any consequential damages suffered by Subtenant in connection with any breach of this Sublease or otherwise.

SUBORDINATION TO MASTER LEASE. This Sublease is, and shall at all times be be, subject and subordinate to the terms and provisions of the Master Lease. Except for the Excluded Sections of This Sublease shall also be subject to any amendments, modifications or supplements to the Master Lease hereafter made, and except as otherwise set forth in Subtenant accepts this SubleaseSublease subject to any such amendments, all of the terms and conditions contained in modifications or supplements to the Master Lease are hereby incorporated herein hereafter made, provided that Sublandlord shall not enter into any amendment, modification or supplement, without Subtenant’s prior written consent that would prevent or adversely affect the use by this reference as terms and conditions Subtenant of this Sublease, except that references the Sublease Premises in the Master Lease to accordance with the terms listed in Column A below shall be deemed hereof, increase the obligations of Subtenant or decrease its rights hereunder, shorten or lengthen the Term hereof or increase the Rent required to be references to the terms set forth in this Sublease listed in the same row in Column B below: Column A Column B Lease Sublease Landlord Sublandlord Tenant paid by Subtenant Term Sublease Term Base Rent Monthly Base Rent (which amount hereunder. Nothing herein shall be annualized where the context so admits) Premises Subleased Premises Commencement Date Sublease Commencement Date References within the first two (2) sentences of Master Lease Section 21.1 to "Landlord" shall, however, be construed to refer solely grant Subtenant any greater rights in and to Master Landlord, and such references the Sublease Premises than Sublandlord holds in the remainder of said Section shall be deemed to refer to both Master Landlord and Sublandlord. Subtenant shall not cause a default Sublease Premises under the Master Lease and shall use reasonable efforts to prevent its employees, agents, contractors or invitees from causing a default under the Master Lease. Notwithstanding any other provision of this Sublease, Sublandlord, as sublandlord under this Sublease, shall have the benefit of all rights, waivers, remedies and limitations of liability enjoyed by Master Landlord, as the landlord under the Master Lease, but (i) Sublandlord shall have no obligation under this Sublease to perform the obligations of Master Landlord, as landlord under the Master Lease, including, without limitation, any obligation to provide services or maintain insurance; (ii) Sublandlord shall not be bound by any representations or warranties of the Master Landlord under the Master Lease; (iii) in any instance where the consent of Master Landlord, as the landlord under the Master Lease, is required under the terms of the Master Lease, the consent of Sublandlord and Master Landlord shall be required; (iv) Sublandlord shall not be liable to Subtenant for any failure or delay in Master Landlord's performance of its obligations, as landlord under the Master Lease. Upon the default by Subtenant in the full and timely payment and performance of its obligations under the Sublease, Sublandlord may exercise any and all rights and remedies granted to Master Landlord by the Master Lease with respect to default by the Tenant under the Master Lease. In the event that Subtenant breaches any of the terms, conditions or covenants of this Sublease or of the Master Lease and fails to remedy such breach within twenty (20) days after written notice, Sublandlord shall have the right, but not the obligation, to cure such breach and charge Subtenant for the costs incurred thereby, which costs Subtenant shall pay to Sublandlord upon demand. Subtenant shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. If the Master Lease terminates for any reasonterminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, excluding those which accrued prior to such termination and those which by their terms survive the termination of this Sublease; provided, however, that Subtenant shall pay to Sublandlord all sums due and accrued under this Sublease as of the termination date. Notwithstanding any contrary provision of this Sublease, (i) in any instances where Master Landlord, as landlord under the Lease, has a certain period of time in which to notify Sublandlord, as tenant under if the Master Lease, whether Master Landlord will or will not take any particular action, Sublandlord, Lease terminates as landlord a result of an Event of Default by Subtenant under this Sublease, then Subtenant shall have be liable to Sublandlord for all damages suffered as a result of such termination, and if the Master Lease terminates solely as a result of an additional five (5) business days after receiving such notice in which to notify Subtenant (except in the case Event of a request by Subtenant for consent Default by Sublandlord to a Transfer, in which event Sublandlord shall so notify Subtenant within fifteen (15) days), (ii) in any instance where Sublandlord, as tenant under the Master Lease, has a certain period of time in which to notify Master Landlord as landlord under the Master Lease, Subtenant, as tenant under this Sublease will notify both the Master Landlord and Sublandlord within the time prescribed in the Master Lease, (iii) in any instance where a specific grace period is granted to Sublandlord, as tenant under the Master Lease, before Sublandlord is considered in default under the Master Lease, Subtenant, as tenant under this Sublease, shall be deemed to have a grace period that is three (3) days less than Sublandlord had before Subtenant is considered in default under this Sublease, but in no event shall any grace period be reduced to less than five days unless the relevant period under the Master Lease is six (6) days or less, in which case the period and no Event of Default by Subtenant under this Sublease exists), then Sublandlord shall be two (2) days less than the period provided liable to Sublandlord under the Master LeaseSubtenant for all damages suffered as a result of such termination. In no event shall either party be liable to the other for indirect or consequential damages, including, without limitation, loss of profits or loss of business opportunities as a result thereof. Sublandlord shall have no liability to Subtenant for any failure of Master Landlord to apply insurance proceeds or Sublandlord be liable for any consequential damages suffered by Subtenant in connection with any breach condemnation award toward the repair or restoration of this the Sublease Premises or otherwisethe Building.

SUBORDINATION TO MASTER LEASE. This Sublease shall at all times be subject and subordinate to the terms and provisions of the Master Lease. Except for the Excluded Sections of the Master Lease and except as otherwise set forth in this Sublease, all of the terms and conditions contained in the Master Lease are hereby incorporated herein by this reference as terms and conditions of this Sublease, except that references in the Master Lease to the terms listed in Column A below shall be deemed to be references to the terms set forth in this Sublease listed in the same row in Column B below: Column COLUMN A Column COLUMN B -------- -------- Lease Sublease Landlord Sublandlord Tenant Subtenant Term Sublease Term Base Rent Monthly Base Rent (which amount shall be annualized where the context so admits) Premises Subleased Premises Commencement Date Sublease Commencement Date References within the first two (2) sentences of Master Lease Section 21.1 to "Landlord" shall, however, be construed to refer solely to Master Landlord, and such references in the remainder of said Section shall be deemed to refer to both Master Landlord and Sublandlord. Subtenant shall not cause a default under the Master Lease and shall use reasonable efforts to prevent or permit its employees, agents, contractors or invitees from causing to cause a default under the Master Lease. Notwithstanding any other provision of this Sublease, Sublandlord, as sublandlord under this Sublease, shall have the benefit of all rights, waivers, remedies and limitations of liability enjoyed by Master Landlord, as the landlord under the Master Lease, but (ia) Sublandlord shall have no obligation under this Sublease to perform the obligations of Master Landlord, as landlord under the Master Lease, including, without limitation, any obligation to provide services or maintain insurance; (iib) Sublandlord shall not be bound by any representations or warranties of the Master Landlord under the Master Lease; (iiic) in any instance where the consent of Master Landlord, as the landlord under the Master Lease, is required under the terms of the Master Lease, the consent of Sublandlord and Master Landlord shall be required; and (ivd) Sublandlord shall not be liable to Subtenant for any failure or delay in Master Landlord's performance of its obligations, as landlord under the Master Lease, provided that Sublandlord shall make all reasonable efforts to assist Subtenant in obtaining Master Landlord's performance of its obligations under the Master Lease. Upon the default by Subtenant in the full and timely payment and performance of its obligations under the Sublease, Sublandlord may exercise any and all rights and remedies granted to Master Landlord by the Master Lease with respect to default by the Tenant or Lessee under the Master Lease. In the event that Subtenant breaches any of the terms, conditions or covenants of this Sublease or of the Master Lease and fails to remedy such breach within twenty five (205) days after written noticenotice for a monetary default and thirty (30) days after written notice for a non-monetary default, Sublandlord shall have the right, but not the obligation, to cure such breach and charge Subtenant for the costs incurred thereby, which costs Subtenant shall pay to Sublandlord upon demand. Subtenant shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. If the Master Lease terminates for any reason, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease; provided, however, that Subtenant shall pay to Sublandlord all sums due and accrued under this Sublease as of the termination date. Notwithstanding any contrary provision of this Sublease, (i) in any instances where Master Landlord, as landlord under the Lease, has a certain period of time in which to notify Sublandlord, as tenant under the Master Lease, whether Master Landlord will or will not take any particular action, Sublandlord, as landlord under this Sublease, shall have an additional five ten (510) business days day period after receiving such notice in which to notify Subtenant (except in the case of a request by Subtenant for consent by Sublandlord to a Transfer, in which event Sublandlord shall so notify Subtenant within fifteen (15) days), (ii) in any instance where Sublandlord, as tenant under the Master Lease, has a certain period of time in which to notify Master Landlord as landlord under the Lease, whether Sublandlord will or will not take any particular action, Subtenant, as tenant under this Sublease, must notify Sublandlord, as landlord under this Sublease, at least five (5) days before the end of such period, but in no event shall Subtenant have a period of less than five (5) days in which so to notify Sublandlord unless the relevant period under the Master Lease is five days or less, in which case the period under this Sublease shall be two (2) days less than the period provided to Sublandlord under the Lease, (iii) in any instance where Sublandlord, as tenant under the Master Lease, has a certain period of time in which to pay money to Master Landlord as landlord under the Lease, Subtenant, as tenant under this Sublease will notify both Sublease, must, unless otherwise herein provided, so pay Sublandlord, as landlord under this Sublease, at least five (5) business days before the end of such period, but in no event shall Subtenant have a period of less than five (5) days in which so to pay Sublandlord unless the relevant period under the Master Landlord and Lease is five days or less, in which case the period under this Sublease shall be two (2) days less than the period provided to Sublandlord within under the time prescribed in the Master Lease, and (iiiiv) in any instance where a specific grace period is granted to Sublandlord, as tenant under the Master Lease, before Sublandlord is considered in default under the Master Lease, Subtenant, as tenant under this Sublease, shall be deemed to have a grace period that is three ten (310) days less than Sublandlord had before Subtenant is considered in default under this Sublease, but in no event shall any grace period be reduced to less than five days unless the relevant period under the Master Lease is six (6) days or less, in which case the period under this Sublease shall be two (2) days less than the period provided to Sublandlord under the Master Lease. In no event shall Master Landlord or Sublandlord be liable for any consequential damages suffered by Subtenant in connection with any breach of this Sublease or otherwise.

SUBORDINATION TO MASTER LEASE. This Sublease shall at all times be subject and subordinate to the terms and provisions of the Master Lease. Except for Sections 3(b), 3(c), 4, 5(c), 7, 8(b), 9(c), 9(d), 9(e), 10, 14, 16(a), 16(c), 22, 23 (fourth (4th) sentence from the Excluded Sections end only), 31, 33, 39, 40, 41, 42(d), 42(i), 42(j), 42(k), 42(l), and Exhibit C of the Master Lease and except as otherwise set forth in this Sublease, all of the terms and conditions contained in the Master Lease are hereby incorporated herein by this reference as terms and conditions of this Sublease, except that references in the Master Lease to the terms listed in Column A below shall be deemed to be references to the terms set forth in this Sublease listed in the same row in Column B below: Column A Column B Lease Sublease Landlord Sublandlord Tenant Subtenant Term Sublease Term Base Annual Rental Premises Sublease Rent Monthly Base Rent (which amount shall be annualized where the context so admits) Premises Subleased Premises Commencement Date Sublease Commencement Date References within the first two (2) sentences of Master Lease Section 21.1 to "Landlord" shall, however, be construed to refer solely to Master Landlord, and such references in the remainder of said Section shall be deemed to refer to both Master Landlord and Sublandlord. Subtenant shall not cause a default under the Master Lease and shall use reasonable efforts to prevent or permit its employees, agents, contractors or invitees from causing to cause a default under the Master Lease. Notwithstanding any other provision of this Sublease, Sublandlord, as sublandlord under this Sublease, shall have the benefit of all rights, waivers, rights and remedies and (but not waivers or limitations of liability liability) enjoyed by Master Landlord, as the landlord under the Master Lease, but (i) Sublandlord shall have no obligation under this Sublease to perform the obligations of Master Landlord, as landlord under the Master Lease, including, including without limitation, limitation any obligation to provide services or maintain insurance; (ii) Sublandlord shall not be bound by any representations or warranties of the Master Landlord under the Master Lease; (iii) in any instance where the consent of Master Landlord, as the landlord under the Master Lease, Landlord is required under the terms of the Master Lease, the consent of Sublandlord and Master Landlord shall be required; and (iv) Sublandlord shall not be liable to Subtenant for any failure or delay in Master Landlord's ’s performance of its obligations, as landlord under the Master Lease. Upon request of Subtenant, Sublandlord shall, at Subtenant’s expense, use reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease, including without limitation, those obligations set forth in Sections 7 and 10 of the Master Lease. Upon the default by Subtenant in the full and timely payment and performance of its obligations under the SubleaseSublease (beyond any applicable notice and cure period), Sublandlord may exercise any and all rights and remedies granted to Master Landlord by the Master Lease with respect to default by the Tenant or Lessee under the Master Lease. In the event that Subtenant breaches any of the terms, terms conditions or covenants of this Sublease or of the Master Lease and fails to remedy such breach within twenty ten (2010) days after written notice, Sublandlord shall have the right, but not the obligation, to cure such breach and charge Subtenant for the costs incurred thereby, which costs Subtenant shall pay to Sublandlord upon demand. Subtenant shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. If the Master Lease terminates for any reason, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease; provided, however, that Subtenant shall pay to Sublandlord all sums due and accrued under this Sublease as of the termination date. Notwithstanding any contrary provision of this Sublease, (i) in any instances where Master Landlord, as landlord under the Master Lease, has a certain period of time in which to notify Sublandlord, as tenant under the Master Lease, whether Master Landlord will or will not take any particular action, Sublandlord, as landlord under this Sublease, shall have an additional five (5) business days day period after receiving such notice in which to notify Subtenant (except in the case of a request by Subtenant for consent by Sublandlord to a Transfer, in which event Sublandlord shall so notify Subtenant within fifteen (15) days)Subtenant, (ii) in any instance where Sublandlord, as tenant under the Master Lease, has a certain period of time in which to notify Master Landlord as landlord under the Master Lease, whether Sublandlord will or will not take any particular action, Subtenant, as tenant under this Sublease will Sublease, must notify both Sublandlord, as landlord under this Sublease, at least five (5) business days before the end of such period, but in no event shall Subtenant have a period of less than five (5) business days in which so to notify Sublandlord unless the relevant period under the Master Landlord and Lease is five (5) business days or less, in which case the period under this Sublease shall be two (2) days less than the period provided to Sublandlord within the time prescribed in under the Master Lease, and (iii) in any instance where a specific grace period is granted to Sublandlord, as tenant under the Master Lease, before Sublandlord is considered in default under the Master Lease, Subtenant, as tenant under this Sublease, shall be deemed to have a grace period that which is three five (35) days less than Sublandlord had before Subtenant is considered in default under this Sublease, but in no event shall any grace period be reduced to less than five (5) business days unless the relevant period under the Master Lease is six (6) days or less, in which case the period under this Sublease shall be two (2) days less than the period provided to Sublandlord under the Master Lease. In no event shall Provided that Subtenant is not in default hereunder (beyond any applicable cure period), Sublandlord agrees not to enter into a voluntary agreement with Master Landlord or to terminate the Master Lease (with an effective termination date prior to the expiration of the Sublease Term). Additionally, Sublandlord be liable for any consequential damages suffered by Subtenant in connection with any breach acknowledges and agrees that it shall not exercise its rights (if any) under Sections 39 and 40 of this Sublease or otherwisethe Master Lease.

SUBORDINATION TO MASTER LEASE. This Sublease shall at all times be subject and subordinate to the terms and provisions of the Master Lease. Except for the Excluded Sections of the Master Lease and except as otherwise set forth in this Sublease, all of the terms and conditions contained in the Master Lease are hereby incorporated herein by this reference as terms and conditions of this Sublease, except that references in the Master Lease to the terms listed in Column A below shall be deemed to be references to the terms set forth in this Sublease listed in the same row in Column B below: Column A Column B Lease Sublease Landlord or Lessor Sublandlord Tenant or Lessee Subtenant Term Sublease Term Annual Fixed Rent, Fixed Rent or Base Rent Monthly Base monthly Rent (which amount shall be annualized where the context so admits) Premises Subleased Premises Commencement Date Sublease Commencement Date References within to Landlord or Lessor in Sections 2D(5), 8A, 9E, 10, 11 and 20 of the first two (2) sentences of Master Lease Section 21.1 to "Landlord" shall, however, be construed to refer solely to Master Landlord, and such references in the remainder of said Section shall be deemed references to refer to both Master Landlord and Sublandlordonly. Subtenant shall not cause a default under the Master Lease and shall use reasonable efforts to prevent or permit its employees, agents, contractors or invitees from causing to cause a default under the Master Lease. Notwithstanding any other provision of this Sublease, Sublandlord, as sublandlord under this Sublease, shall have the benefit of all rights, waivers, remedies and limitations of liability enjoyed by Master Landlord, as the landlord under the Master Lease, but (i) Sublandlord shall have no obligation under this Sublease to perform the obligations of Master Landlord, as landlord under the Master Lease, including, including without limitation, limitation any obligation to provide services or maintain insurance; (ii) Sublandlord shall not be bound by any representations or warranties of the Master Landlord under the Master Lease; (iii) in any instance where the consent of Master Landlord, as the landlord under the Master Lease, Landlord is required under the terms of the Master Lease, the consent of Sublandlord and Master Landlord shall be required; and (iv) Sublandlord shall not be liable to Subtenant for any failure or delay in Master Landlord's ’s performance of its obligations, as landlord under the Lease. Upon request of Subtenant, Sublandlord shall, at Subtenant’s expense, use reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease. If Subtenant requests that Sublandlord institute legal action against the Master Landlord, Sublandlord shall reasonably consider such request in a timely fashion. If Subtenant requests that Sublandlord institute legal action against the Master Landlord, then Subtenant shall be responsible for all costs incurred by Sublandlord in instituting and pursuing such legal action. Upon the default by Subtenant in the full and timely payment and performance of its obligations under the Sublease, Sublandlord may exercise any and all rights and remedies granted to Master Landlord by the Master Lease with respect to default by the Tenant or Lessee under the Master Lease. In the event that Subtenant breaches any of the terms, terms conditions or covenants of this Sublease or of the Master Lease and fails to remedy such breach within twenty ten (2010) days after written notice, Sublandlord shall have the right, but not the obligation, to cure such breach and charge Subtenant for the costs incurred thereby, which costs Subtenant shall pay to Sublandlord upon demand. Subtenant shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. If the Master Lease terminates for any reason, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease; provided, however, that Subtenant shall pay to Sublandlord all sums due and accrued under this Sublease as of the termination date. Notwithstanding any contrary provision of this Sublease, (i) in any instances where Master Landlord, as landlord under the Lease, has a certain period of time in which to notify Sublandlord, as tenant under the Master Lease, whether Master Landlord will or will not take any particular action, Sublandlord, as landlord under this Sublease, shall have an additional five ten (510) business days day period after receiving such notice in which to notify Subtenant (except in the case of a request by Subtenant for consent by Sublandlord to a Transfer, in which event Sublandlord shall so notify Subtenant within fifteen (15) days)Subtenant, (ii) in any instance where Sublandlord, as tenant under the Master Lease, has a certain period of time in which to notify Master Landlord as landlord under the Master Lease, whether Sublandlord will or will not take any particular action, Subtenant, as tenant under this Sublease will Sublease, must notify both Sublandlord, as landlord under this Sublease, at least five (5) business days before the end of such period, but in no event shall Subtenant have a period of less than five (5) days in which so to notify Sublandlord unless the relevant period under the Master Landlord and Lease is five days or less, in which case the period under this Sublease shall be two (2) days less than the period provided to Sublandlord within under the time prescribed in the Master Lease, and (iii) in any instance where a specific grace period is granted to Sublandlord, as tenant under the Master Lease, before Sublandlord is considered in default under the Master Lease, Subtenant, as tenant under this Sublease, shall be deemed to have a grace period that which is three ten (310) days less than Sublandlord had before Subtenant is considered in default under this Sublease, but in no event shall any grace period be reduced to less than five days unless the relevant period under the Master Lease is six (6) days or less, in which case the period under this Sublease shall be two (2) days less than the period provided to Sublandlord under the Master Lease. In no event shall Master Landlord Landlord, Sublandlord, or Sublandlord Subtenant be liable for any consequential damages suffered by Subtenant Subtenant, Master Landlord or Sublandlord in connection with any breach of this Sublease or otherwise. Notwithstanding the preceding sentence, Subtenant shall be responsible for all costs, damages, liabilities, and claims resulting from its holding over in the Subleased Premises after the expiration or earlier termination of the Master Lease.