Common use of The Master Lease Clause in Contracts

The Master Lease. Tenant acknowledges that Landlord’s right to occupancy and control of portions of the Property has been granted pursuant to a lease (the “Master Lease”) from Master Landlord. The portion of the Premises indicated on Exhibit A is located on the portion of the Property leased from Master Landlord. All of Tenant’s rights hereunder are subject and subordinate to the provisions of the Master Lease. Tenant has received a complete copy of and reviewed the Master Lease. Landlord will promptly forward any future amendments to the Master Lease to Tenant. In the event that the Master Lease shall be terminated for any reason whatsoever, this Lease shall likewise terminate without further liability to either party. During the term of this Lease, Tenant does hereby expressly assume and agree, for the benefit of Landlord and Master Landlord, to perform and comply with and be bound by each and every obligation of and restriction on Landlord under the Master Lease, except for the payment of rent, as such obligations relate to the Premises. The obligations that Tenant has assumed under this Section are hereinafter referred to as “Tenant’s Assumed Obligations.” Tenant shall indemnify and hold Landlord free and harmless from and defend Landlord and all officers, directors, partners, shareholders, agents, employees, representatives and affiliates of Landlord and of any affiliated company or person against all liability, judgments, costs, damages, claims or demands, including reasonable attorneys’ fees, arising out of Tenant’s failure to comply with or perform Tenant’s Assumed Obligations.

The Master Lease. Tenant acknowledges (a) It is hereby agreed that Landlord’s right Sublandlord leases the Subleased Premises to occupancy Subtenant upon each and control of portions all of the Property has been granted pursuant to a lease (the “Master Lease”) from Master Landlord. The portion of the Premises indicated on Exhibit A is located on the portion of the Property leased from Master Landlord. All of Tenant’s rights hereunder are subject terms, conditions, covenants and subordinate to the provisions obligations of the Master Lease. Tenant has received a complete copy , and Subtenant hereby unconditionally and irrevocably accepts this Sublease and the Subleased Premises subject to and upon, and hereby irrevocably and unconditionally assumes and agrees to be bound by and perform, each and all of the terms, conditions, covenants and reviewed obligations of the Master LeaseLease binding on the “Tenant” thereunder with respect to the Subleased Premises, and such terms, conditions, covenants and obligations of the Master Lease are hereby incorporated by reference herein as if Sublandlord were the “Landlord” thereunder and Subtenant were the “Tenant” thereunder and the “Premises” therein were the Subleased Premises, except as otherwise .expressly provided herein and except to the extent that the terms of the Master Lease are inconsistent with the express terms of this Sublease. Landlord will promptly forward Subtenant shall be liable for any future amendments and all damages resulting from or in respect of Subtenant’s failure to perform any of the terms, conditions, covenants and obligations set forth in the Master Lease to Tenantthe extent of Subtenant’s pro-rata share of any such damages, such pro rata share to be calculated by multiplying any such damages by the ratio of rentable square feet contained in the Subleased Premises to the rentable square feet contained in the Sublandlord Premises. In the event Subtenant expressly agrees and acknowledges that the Master Lease Sublandlord shall not be terminated for any reason whatsoeverobligated to perform, this Lease and shall likewise terminate without further liability to either party. During the term of this Lease, Tenant does hereby expressly assume and agree, not be liable for the benefit performance by Master Landlord of Landlord any of the covenants and obligations of Master Landlord, to perform and comply with and be bound by each and every obligation of and restriction on Landlord under the Master LeaseLease or as incorporated into this Sublease and that Subtenant shall have no claim against Sublandlord by reason of any default by Master Landlord in performing such covenants and obligations. Subtenant shall indemnify, except for the payment of rent, as such obligations relate to the Premises. The obligations that Tenant has assumed under this Section are hereinafter referred to as “Tenant’s Assumed Obligations.” Tenant shall indemnify defend and hold Landlord free and Sublandlord harmless from and defend Landlord against any liability, loss, cost, claim, damage, expense or cause of action, including, without limitation, attorneys’ fees and court costs, which arise from, in respect of, in connection with or are related in any manner or to any extent to any failure by Subtenant to perform each and all officersof the terms, directorsconditions, partners, shareholders, agents, employees, representatives and affiliates of Landlord and of any affiliated company covenants or person against all liability, judgments, costs, damages, claims or demands, including reasonable attorneys’ fees, arising out of obligations in the Master Lease which are binding on the “Tenant’s failure ” thereunder with respect to comply with or perform Tenant’s Assumed Obligationsthe Subleased Premises.

The Master Lease. Tenant acknowledges This Sublease is subject to the Master Lease. Sublessor represents that Landlordthe Master Lease attached hereto as Exhibit “A” is a true, correct and complete copy of the Master Lease, that the Master Lease is in full force and effect, that there are not now, and that on the Effective Date, there shall not be any uncured defaults on Sublessor’s part under the Master Lease or any events or conditions that are then continuing which, with the passage of time, will become a default. The provisions of the Master Lease are applicable to this Sublease as though landlord under the Master Lease were the Sublessor under this Sublease and tenant under the Master Lease were Sublessee under this Sublease. Sublessee shall have the right to occupancy make directly demands and control requests of portions Landlord relating to the enforcement of the Property has been granted pursuant tenant’s rights and the performance of the landlord’s obligations that relate to a lease (the “Master Lease”) from Master Landlord. The portion conditions of the Premises indicated on Exhibit A is located on under the portion Master Lease, provided that Sublessee delivers contemporaneous notice of such requests and demands to Sublessor. With respect to all communications between the Sublessee and Landlord that do not relate to the conditions of the Property leased from Master LandlordPremises, all communications between Sublessee and Landlord shall be through Sublessor. All of Tenant’s rights hereunder are subject and subordinate to the provisions Sublessee has received a copy of the Master Lease. Tenant has received Neither Sublessee nor Sublessor will do, nor allow to be done by anyone under their respective control, anything that would constitute a complete copy of and reviewed default under the Master Lease. Landlord will promptly forward any future amendments to Lease or that would cause the Master Lease to Tenant. In the event that be terminated or forfeited by virtue of any rights reserved by or vested in Landlord, nor shall Sublessor agree to terminate nor exercise any right to terminate the Master Lease shall be terminated for without the prior written consent of Sublessee as long as Sublessee is not in Default under this Sublease. Sublessee will indemnify Sublessor against any reason whatsoeverloss, liability, and expenses (including reasonable attorneys’ fees and costs) arising out of any default under the Master Lease caused by Sublessee, and Sublessor will indemnify Sublessee against any loss, liability, and expenses (including reasonable attorneys’ fees and costs) arising out of any default under the Master Lease caused by Sublessor, or arising out of any termination of the Master Lease by Sublessor without Sublessee’s consent (provided Sublessee is not in Default under this Lease shall likewise terminate without further liability Sublease at the time of such termination). Pursuant to either party. During the term Paragraph 12.3(b) of this Lease, Tenant does hereby expressly assume and agree, for the benefit of Landlord and Master Landlord, to perform and comply with and be bound by each and every obligation of and restriction on Landlord under the Master Lease, except for if Sublessee receives a written notice from Landlord that the payment Sublessor is in breach of rentthe Master Lease, as such obligations relate to then Sublessee shall pay the Premises. The obligations that Tenant has assumed Base Rent and Operating Expenses due under this Section are hereinafter referred Sublease directly to or as “Tenant’s Assumed Obligationsdirected by the Landlord, which payments shall be credited against any payments due to Sublessor under this Sublease.” Tenant shall indemnify and hold Landlord free and harmless from and defend Landlord and all officers, directors, partners, shareholders, agents, employees, representatives and affiliates of Landlord and of any affiliated company or person against all liability, judgments, costs, damages, claims or demands, including reasonable attorneys’ fees, arising out of Tenant’s failure to comply with or perform Tenant’s Assumed Obligations.

The Master Lease. Tenant acknowledges that Landlord’s right This Sublease is subject to occupancy and control of portions the Master Lease. The provisions of the Property has been granted pursuant to a lease (Master Lease are incorporated into this Sublease as though Sublandlord were the “Landlord under the Master Lease and Subtenant were the Tenant under the Master Lease”) from Master Landlord. The portion of the Premises indicated on Exhibit A is located on the portion of the Property leased from Master Landlord. All of Tenant’s rights hereunder are subject and subordinate , to the extent any such provisions apply to the Subleased Premises. Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Master Lease. Subtenant has received a copy of the Master Lease. Tenant has received a complete copy of and reviewed In the Master Lease. Landlord will promptly forward any future amendments to event the Master Lease terminates or expires for any reason, this Sublease shall automatically terminate as well. Without limiting the foregoing in any manner, Subtenant expressly agrees with respect to the Subleased Premises that Tenant. In the event that ’s restoration, maintenance and repair obligations set forth at paragraphs 9 - 10 of the Master Lease shall apply to Subtenant; provided, however, that Subtenant’s obligations hereunder shall be terminated for any reason whatsoever, this Lease shall likewise terminate without limited to the conditions of the Subleased Premises as they exist on the Sublease Commencement Date. Subtenant further liability expressly agrees with respect to either party. During the term paragraph 20 of this Lease, Tenant does hereby expressly assume and agree, for the benefit of Landlord and Master Landlord, to perform and comply with and be bound by each and every obligation of and restriction on Landlord under the Master LeaseLease that: (i) Tenant’s indemnity obligations set forth therein shall apply to Subtenant, except for and Sublandlord shall be an additional indemnitee with respect to such obligations; and (ii) Subtenant shall maintain Commercial General Liability insurance as set forth therein, naming Sublandlord as an additional insured, and Subtenant shall provide a certificate or other proof of such insurance coverage to Sublandlord at its request. Provided further, that such restoration, maintenance, repair and indemnity obligations of Subtenant shall exclude any liability, damage or injury caused by Sublandlord and/or its employees, contractors and agents in connection with Sublandlord’s use of the payment of rent, as such obligations relate Retained Premises and/or access to the Premises. The obligations that Tenant has assumed under this Section are hereinafter referred Subleased Premises pursuant to as “Tenant’s Assumed ObligationsParagraph 7 above.” Tenant shall indemnify and hold Landlord free and harmless from and defend Landlord and all officers, directors, partners, shareholders, agents, employees, representatives and affiliates of Landlord and of any affiliated company or person against all liability, judgments, costs, damages, claims or demands, including reasonable attorneys’ fees, arising out of Tenant’s failure to comply with or perform Tenant’s Assumed Obligations.