Common use of The Master Lease Clause in Contracts

The Master Lease. This Sublease is subject to the Master Lease. The provisions of the 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, 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. In the 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’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 limited to the conditions of the Subleased Premises as they exist on the Sublease Commencement Date. Subtenant further expressly agrees with respect to paragraph 20 of the Master Lease that: (i) Tenant’s indemnity obligations set forth therein shall apply to Subtenant, 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 Retained Premises and/or access to the Subleased Premises pursuant to Paragraph 7 above.

The Master Lease. This Sublease (a) It is subject hereby agreed that Sublandlord leases the Subleased Premises to Subtenant upon each and all of the terms, conditions, covenants and obligations of the Master Lease. The provisions , 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 obligations of the Master Lease 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 into this Sublease by reference herein as though if Sublandlord were the Landlord under the Master Lease "Landlord" thereunder and Subtenant were the Tenant under "Tenant" thereunder and the Master Lease"Premises" therein were the Subleased Premises, except as otherwise expressly provided herein and except to the extent any such provisions apply to that 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. In Lease are inconsistent with the event express terms of this Sublease. (b) Subtenant shall look solely and directly to the Master Lease terminates or expires Landlord for any reason, this Sublease shall automatically terminate as well. Without limiting the foregoing in any manner, Subtenant expressly agrees with respect and all services to be provided to the Subleased Premises that Tenant’s restoration, maintenance and repair obligations set forth at paragraphs 9 - 10 pursuant to the Master Lease or otherwise. Failure on the part of the Master Lease Landlord or any party to provide these services shall apply not be a default by Sublandlord of its obligations under this Sublease. (c) Sublandlord agrees to Subtenanttake commercially reasonable efforts to assist Subtenant as Subtenant may from time to time request in seeking to enforce Master Landlord's obligations to provide services and rights pursuant to the Master Lease; provided, however, that Subtenant’s obligations hereunder Subtenant shall be limited reimburse Sublandlord for any all reasonable costs and expenses (including reasonable attorneys' fees) actually incurred by Sublandlord in connection therewith. If and to the conditions extent Sublandlord receives an abatement of rent with respect to all or any portion of the Subleased Premises on account of such lack of services, then Sublandlord shall grant a parallel abatement (pertaining to such portion of the Subleased Premises) to Subtenant. If Master Landlord shall default in the performance of any of Master Landlord's obligations under the Master Lease, Sublandlord shall, at Subtenant's written reasonable request, use commercially reasonable efforts to cause Master Landlord to remedy such default (including but not limited to promptly sending notice of such default to Master Landlord); and if (x) such default shall continue uncured beyond the applicable cure period provided in the Master Lease, and (y) Subtenant shall give notice to Sublandlord requesting that Sublandlord institute an appropriate action or proceeding for the enforcement of said Master Landlord obligations and Sublandlord shall fail to do so within a reasonable time after Subtenant’s written request therefor (no less than 20 days after receipt of such written request), then Subtenant shall have the right to institute an appropriate action or proceeding against Master Landlord in the name of Sublandlord to enforce Sublandlord’s rights under the Master Lease which are applicable to Subtenant (and shall reasonably cooperate with such reasonable requests of Subtenant as they exist on may be necessary to enable Subtenant to proceed in Sublandlord’s name), using counsel reasonably acceptable to Sublandlord (it being agreed that Gxxxxx, Dxxx & Cxxxxxxx LLP is hereby deemed acceptable). (d) Sublandlord shall not (A) (1) do anything which would constitute a violation or breach of any of the Sublease Commencement Date. Subtenant further expressly agrees with respect to paragraph 20 terms, conditions or provisions of the Master Lease that: or which would cause the Master Lease to be terminated or forfeited. or (i2) Tenant’s indemnity obligations set forth therein shall apply permit any such violation or breach, (B) voluntarily cancel or surrender the Master Lease, or (C) assign or sublease its interest thereunder (other than pursuant to this Sublease). (e) Sublandlord may not modify, or cause to be modified, the Master Lease, without the consent of Subtenant, and which consent may be granted or withheld in Subtenant's reasonable discretion. (f) Sublandlord shall be an additional indemnitee promptly furnish Subtenant 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 copies 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 Retained Premises and/or access all notices relating to the Subleased Premises pursuant which Sublandlord receives from Master Landlord. (g) Sublandlord agrees to Paragraph 7 abovepay all Rent with respect to that portion of the Premises not subleased hereunder according to the terms and conditions set forth in the Master Lease. (h) Sublandlord hereby represents and warrants to Subtenant that (i) the Master Lease is in full force and effect as of the date hereof; (ii) a true, correct and complete copy of the Master Lease has been delivered to Subtenant, together with any amendments, modifications and supplements thereto, and is attached hereto as Exhibit A; (iii) Sublandlord has received no notice or claim that the Subleased Premises do not comply with applicable legal requirements for general office use, (iv) Sublandlord has fully performed its obligations under the Master Lease in all material respects through the date of this Sublease, (v) to the knowledge of Sublandlord, there are no pending claims against Sublandlord nor, to the knowledge of Sublandlord, any facts that would reasonably be expected to give rise to a claim against Sublandlord, under the Master Lease by the counterparties thereto, (vi) there exists no defaults by Sublandlord (or any event that, with the giving of notice or the passage of time or both, would constitute a default on the part of Sublandlord) under the Master Lease and (vii) to Sublandlord’s knowledge, there exists no defaults by Master Landlord (or any event that, with the giving of notice or the passage of time or both, would constitute a default by Master Landlord) under the Master Lease. (i) Sublandlord shall not modify the Master Lease without Subtenant's prior consent, and any such modification shall not be effective against Subtenant without Subtenant's written consent.

The Master Lease. This Sublease (a) It is subject hereby agreed that Sublandlord leases the Subleased Premises to Subtenant upon each and all of the terms, conditions, covenants and obligations of the Master Lease. The provisions , 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 obligations of the Master Lease 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 into this Sublease by reference herein as though if Sublandlord were the Landlord under the Master Lease "Landlord" thereunder and Subtenant were the Tenant under "Tenant" thereunder and the Master Lease"Premises" therein were the Subleased Premises, except as otherwise expressly provided herein and except to the extent any such provisions apply to that 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. In Lease are inconsistent with the event express terms of this Sublease. (b) Subtenant shall look solely and directly to the Master Lease terminates or expires Landlord for any reason, this Sublease shall automatically terminate as well. Without limiting the foregoing in any manner, Subtenant expressly agrees with respect and all services to be provided to the Subleased Premises that Tenant’s restoration, maintenance and repair obligations set forth at paragraphs 9 - 10 pursuant to the Master Lease or otherwise. Failure on the part of the Master Lease Landlord or any party to provide these services shall apply not be a default by Sublandlord of its obligations under this Sublease. (c) Sublandlord agrees to Subtenanttake commercially reasonable efforts to assist Subtenant as Subtenant may from time to time request in seeking to enforce Master Landlord's obligations to provide services and rights pursuant to the Master Lease; provided, however, that Subtenant’s obligations hereunder Subtenant shall be limited reimburse Sublandlord for any all reasonable costs and expenses (including reasonable attorneys' fees) actually incurred by Sublandlord in connection therewith. If and to the conditions extent Sublandlord receives an abatement of rent with respect to all or any portion of the Subleased Premises on account of such lack of services, then Sublandlord shall grant a parallel abatement (pertaining to such portion of the Subleased Premises) to Subtenant. If Master Landlord shall default in the performance of any of Master Landlord's obligations under the Master Lease, Sublandlord shall, at Subtenant's written reasonable request, use commercially reasonable efforts to cause Master Landlord to remedy such default (including but not limited to promptly sending notice of such default to Master Landlord); and if (x) such default shall continue uncured beyond the applicable cure period provided in the Master Lease, and (y) Subtenant shall give notice to Sublandlord requesting that Sublandlord institute an appropriate action or proceeding for the enforcement of said Master Landlord obligations and Sublandlord shall fail to do so within a reasonable time after Subtenant’s written request therefor (no less than 20 days after receipt of such written request), then Subtenant shall have the right to institute an appropriate action or proceeding against Master Landlord in the name of Sublandlord to enforce Sublandlord’s rights under the Master Lease which are applicable to Subtenant (and shall reasonably cooperate with such reasonable requests of Subtenant as they exist on may be necessary to enable Subtenant to proceed in Sublandlord’s name), using counsel reasonably acceptable to Sublandlord (it being agreed that Xxxxxx, Xxxx & Xxxxxxxx LLP is hereby deemed acceptable). (d) Sublandlord shall not (A) (1) do anything which would constitute a violation or breach of any of the Sublease Commencement Date. Subtenant further expressly agrees with respect to paragraph 20 terms, conditions or provisions of the Master Lease that: or which would cause the Master Lease to be terminated or forfeited. or (i2) Tenant’s indemnity obligations set forth therein shall apply permit any such violation or breach, (B) voluntarily cancel or surrender the Master Lease, or (C) assign or sublease its interest thereunder (other than pursuant to this Sublease). (e) Sublandlord may not modify, or cause to be modified, the Master Lease, without the consent of Subtenant, and which consent may be granted or withheld in Subtenant's reasonable discretion. (f) Sublandlord shall be an additional indemnitee promptly furnish Subtenant 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 copies 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 Retained Premises and/or access all notices relating to the Subleased Premises pursuant which Sublandlord receives from Master Landlord. (g) Sublandlord agrees to Paragraph 7 abovepay all Rent with respect to that portion of the Premises not subleased hereunder according to the terms and conditions set forth in the Master Lease. (h) Sublandlord hereby represents and warrants to Subtenant that (i) the Master Lease is in full force and effect as of the date hereof; (ii) a true, correct and complete copy of the Master Lease has been delivered to Subtenant, together with any amendments, modifications and supplements thereto, and is attached hereto as Exhibit A; (iii) Sublandlord has received no notice or claim that the Subleased Premises do not comply with applicable legal requirements for general office use, (iv) Sublandlord has fully performed its obligations under the Master Lease in all material respects through the date of this Sublease, (v) to the knowledge of Sublandlord, there are no pending claims against Sublandlord nor, to the knowledge of Sublandlord, any facts that would reasonably be expected to give rise to a claim against Sublandlord, under the Master Lease by the counterparties thereto, (vi) there exists no defaults by Sublandlord (or any event that, with the giving of notice or the passage of time or both, would constitute a default on the part of Sublandlord) under the Master Lease and (vii) to Sublandlord’s knowledge, there exists no defaults by Master Landlord (or any event that, with the giving of notice or the passage of time or both, would constitute a default by Master Landlord) under the Master Lease. (i) Sublandlord shall not modify the Master Lease without Subtenant's prior consent, and any such modification shall not be effective against Subtenant without Subtenant's written consent.

The Master Lease. This Sublease (a) Sublessee acknowledges that it has reviewed and is subject to familiar with all of the terms, covenants, and conditions of the Master Lease, and other related documentation, a copy of each of which is attached hereto as Exhibit A and made a part hereof. The Sublessee shall perform, observe, and comply with all of the terms, covenants, and conditions of the Master Lease to the full extent that the Tenant must perform, observe, and comply with under the Master Lease except as otherwise expressly provided herein Sublessee hereby makes all waivers and grants all rights for the benefit of Sublessor, as are made or granted by Sublessor as Tenant under the Master Lease provided such waivers or grant of rights do not contradict the rights secured by the Sublessee under this sublease. The parties hereby confirm that it is not practical in this Sublease agreement to enumerate all of the rights and obligations of the various parties under the Master Lease and specifically to allocate those rights and obligations in this Sublease agreement. It is the intent of the Parties to afford to Subtenant the benefits and obligations of this Sublease and of those provisions of the Master Lease which by their nature are incorporated into intended to benefit and obligate the party in possession of the Premises. It is understood however that the following provisions of the Master lease and any other rights secured or outlined elsewhere in this Sublease as though Sublandlord were document are not subordinate and therefore not controlling: (1) Sublessor shall not have the Landlord under right to exercise Article III, Paragraph 3.5 of the Master Lease unless Sublessee has breached the Sublease or Master Lease; (2) Article III, Paragraph 3.3 of the Master Lease Agreement is not applicable to the Sublease and Subtenant were (3) Article V, Increases in Real Estate Taxes and Operating Costs, of the Tenant under Master Lease are also not applicable. (b) This Sublease is expressly made subject to all of the terms, covenants, and conditions of the Master Lease, and other related documents, except as otherwise expressly provided herein. Subject to the extent Consent to Sublease and Recognition Agreement annexed hereto as Exhibit C, this Sublease shall terminate upon the expiration or termination of the Master Lease or be canceled or terminated pursuant to any such provisions apply of the conditions or covenants of this Sublease or Master Lease or pursuant to law, whereupon all covenants and agreements made by Sublessor herein shall cease without prejudice to the right of Sublessor to recover all Rental accrued to the latter of termination or recovery of the Subleased Premises. Capitalized . (c) For the purposes of this Sublease, Sublessee agrees to provide sufficient notice to the Sublessor (a minimum of three (3) additional business days) to allow Sublessor to provide notice to the Master Landlord pursuant to the terms used and not otherwise defined herein shall have the meanings assigned thereto conditions in the Master Lease. Subtenant has received a copy of the Master Lease. In the 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’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 limited to the conditions of the Subleased Premises as they exist on the Sublease Commencement Date. Subtenant further expressly agrees with respect to paragraph 20 of the Master Lease that: (i) Tenant’s indemnity obligations set forth therein shall apply to Subtenant, 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 Retained Premises and/or access to the Subleased Premises pursuant to Paragraph 7 above.

The Master Lease. This Sublease is subject If Lessor shall be in default under the Master Lease in any of its obligations to Sublessor or in any of its obligations to Sublessee, if any, Sublessee shall, by written notice to Sublessor, specify any such default by Lessor, and Sublessor shall, after receiving such notice, either (i) take action for the enforcement of Sublessor's rights against Lessor with respect to such default as described in this Paragraph 2.1 above, or (ii) cure any such default to the extent permitted pursuant to the provisions of the Master Lease. The provisions Sublessee shall be entitled to participate with Sublessor in the enforcement of Sublessor's rights against Lessor (and in any recovery or relief obtained to the Master Lease extent the parties' respective rights or interests are incorporated into this Sublease affected or costs are incurred). One-half (1/2) of all expenses incurred by Sublessor in connection with its efforts to cause Lessor to perform said obligations shall be paid to Sublessor by Sublessee upon demand, as though Sublandlord were the Landlord Charges (defined in Paragraph 5.4 below). If Sublessee wishes to pursue Lessor's failure to perform its obligations under the Master Lease and Subtenant were in addition to Sublessor's reasonable pursuit of the Tenant same, then, provided such action would not constitute a default under the Master Lease, to the extent any such provisions apply to the Subleased Premises. Capitalized terms used and not otherwise defined herein Sublessee shall have the meanings assigned thereto right to take enforcement or self-help action against Lessor in its own name or in the Master Lease. Subtenant has received a copy name of Sublessor and at its sole cost and expense and, for that purpose and only to such extent, all of the Master Lease. In rights of Sublessor to enforce or perform the event obligations of Lessor under the Master Lease terminates or expires are hereby conferred upon and for any reason, this Sublease shall automatically terminate as well. Without limiting the foregoing in any manner, Subtenant expressly agrees with respect purpose assigned to the Subleased Premises that Tenant’s restoration, maintenance Sublessee 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 limited to the conditions of the Subleased Premises as they exist on the Sublease Commencement Date. Subtenant further expressly agrees with respect to paragraph 20 of the Master Lease that: (i) Tenant’s indemnity obligations set forth therein shall apply to Subtenant, and Sublandlord shall be an additional indemnitee with respect Sublessee hereby is subrogated to such obligations; rights (including the benefit of any recovery or relief). Sublessee shall indemnify and (ii) Subtenant shall maintain Commercial General Liability insurance as set forth thereinhold Sublessor harmless from and against all loss, naming Sublandlord as an additional insuredcost, 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 employeesclaims, contractors damages and agents expenses (including without limitation reasonable attorneys' fees), penalties and fines incurred in connection with Sublandlord’s use or arising from the taking of the Retained Premises and/or access to the Subleased Premises pursuant to Paragraph 7 aboveany such action by Sublessee.

The Master Lease. (a) This Sublease is subject and subordinate to all the Master Lease. The provisions terms and conditions of the 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, 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 Leaseall rights of Landlord thereunder. Subtenant acknowledges that it has received a copy of the Master Lease (with material economic terms deleted therefrom), and is familiar with the terms and conditions thereof. Except with respect to payment of rent under the Master Lease or as otherwise expressly provided in this Sublease, Subtenant hereby agrees to comply in all respects with Sublandlord's obligations under the Master Lease insofar as the same are applicable to the Subleased Premises. Subtenant will not cause or allow to be caused any default under the Master Lease. Subtenant will indemnify Sublandlord against any loss, liability, and expenses (including reasonable attorneys' fees and costs) arising out of any default under the Master Lease caused solely by Subtenant. In the event the Master Lease terminates or expires for any reason, reason prior to the expiration or termination of this Sublease shall automatically terminate as well. Without limiting for reasons other than a default by Sublandlord, under either the foregoing in any mannerMaster Lease or this Sublease, Subtenant expressly shall not have any claim whatsoever against Sublandlord arising or resulting from such termination of the Master Lease. In any event, however, Sublandlord agrees with respect not to the Subleased Premises that Tenant’s restoration, maintenance and repair obligations exercise its early termination right set forth at paragraphs 9 - 10 in Section 2.4.1 of the Master Lease, without the prior written approval of Subtenant. Sublandlord further agrees that, during the Term of this Sublease, Sublandlord will not enter into any amendment of the Master Lease or take any action which would materially impair or increase Subtenant's rights and obligations under this Sublease (and except insofar as any such further obligations are required by law). (b) Subtenant shall apply expend commercially reasonable diligent efforts to obtain, and Sublandlord agrees to cooperate with Subtenant; provided, howeverat no cost to Sublandlord, that in requesting from Master Landlord a nondisturbance and recognition agreement to be entered into by Subtenant and Master Landlord in a form agreed to by Subtenant and Master Landlord and otherwise reasonably acceptable to Sublandlord. (c) The Sublandlord covenants to act with due diligence and in a commercially reasonable manner to fulfill its obligations under the Master Lease, to avoid any default on behalf of Sublandlord under the Master Lease. Sublandlord shall cooperate reasonably with Subtenant’s obligations hereunder shall be limited , as necessary, by forwarding or joining in notices, requests or demands made by Subtenant to the conditions Master Landlord for purposes of enforcing the rights of the Subleased Premises as they exist on Subtenant under this Sublease or the Sublease Commencement Daterights of the Sublandlord under the Master Lease to the extent that such rights of the Sublandlord have been assigned to the Subtenant pursuant to Section 31 herein. Sublandlord shall indemnify Subtenant further expressly agrees with respect from any loss to paragraph 20 Subtenant arising from a voluntary termination of the Master Lease that: (i) Tenant’s indemnity obligations set forth therein shall apply to made without Subtenant's consent, 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 or from 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 default hereunder by Sublandlord and/or its employees, contractors and agents in connection with or from a default under the Master Lease on behalf of Sublandlord’s use of the Retained Premises and/or access to the Subleased Premises pursuant to Paragraph 7 above.

The Master Lease. This Sublease is subject to (a) Subtenant covenants and agrees that all obligations of "Tenant" under the Master Lease. The provisions terms of the Master Lease are incorporated into (as herein incorporated) shall be done or performed by Subtenant with respect to the Premises, except as otherwise provided by this Sublease Sublease, and Subtenant's obligations shall run to Sublandlord or Master Landlord as though Sublandlord were may reasonably determine to be appropriate or required by the Landlord respective interests of Sublandlord and Master Landlord. In any case where Subtenant has rights under the Master Lease which would ordinarily run to "Tenant" under the Master Lease and which require the consent of Master Landlord, Subtenant were agrees to direct any request regarding that right to Sublandlord, who will then communicate directly to Master Landlord regarding the Tenant under the Master Lease, request. Sublandlord agrees to the extent forward any such provisions apply request 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. In the event the Master Lease terminates or expires for any reasonLandlord immediately upon Sublandlord's receipt thereof, this Sublease shall automatically terminate as well. Without limiting the foregoing but in any manner, case within three (3) Business Days of Sublandlord's receipt of any such request. Sublandlord agrees to promptly communicate any response from Master Landlord to Subtenant expressly agrees with respect to the Subleased Premises that Tenant’s restoration, maintenance and repair obligations set forth at paragraphs 9 - 10 of the Master Lease shall apply to Subtenantin writing no more than three (3) Business Days after receipt; provided, however, that in no event shall the foregoing be deemed to extend the time period within which Sublandlord is required to respond to Subtenant’s 's request hereunder. Subtenant agrees to indemnify Sublandlord and hold it harmless from and against any and all claims, damages, losses, expenses and liabilities (including reasonable attorneys' fees) incurred by Sublandlord as a result of the non-performance or non-observance of any Sublandlord's obligations hereunder under the Master Lease which are the result of a default by Subtenant under this Sublease. Sublandlord agrees to indemnify Subtenant and hold it harmless from and against any and all claims, damages, losses, expenses and liabilities (including reasonable attorneys' fees) incurred by Subtenant as a result of the non-observance by Sublandlord of any of Sublandlord's obligations as "Tenant" under the Master Lease. Neither Subtenant nor Sublandlord shall do, nor permit to be done, any act or thing which is, or with notice or the passage of time would be, a default under this Sublease, and/or the Master Lease. (b) Sublandlord agrees that Subtenant shall be limited entitled to receive all services and repairs to be provided by Master Landlord to Sublandlord under the conditions of the Subleased Premises as they exist on the Sublease Commencement Date. Subtenant further expressly agrees Master Lease with respect to paragraph 20 of the Premises, except as otherwise provided by this Sublease or by the Master Lease that: (i) Tenant’s indemnity obligations set forth therein shall apply to Subtenantas incorporated herein), and Sublandlord hereby agrees to use commercially reasonable efforts (which shall not be an additional indemnitee with respect deemed to such obligations; and (iirequire litigation) in seeking to enforce said rights of Subtenant shall maintain Commercial General Liability insurance as set forth therein, naming against Master Landlord. Subtenant acknowledges that Sublandlord as an additional insured, is not the owner of the Building and Subtenant shall provide a certificate or other proof not, under any circumstances, seek nor require Sublandlord to perform any of such insurance coverage to services, nor shall Subtenant make any claim upon Sublandlord at its request. Provided further, that such restoration, maintenance, repair and indemnity obligations of Subtenant shall exclude for any liability, damage or injury caused by Sublandlord and/or its employees, contractors and agents in connection with Sublandlord’s use of the Retained Premises and/or access to the Subleased Premises pursuant to Paragraph 7 above.damages which may arise

The Master Lease. This Sublease is (a) Sublandlord leases the Premises to Subtenant subject to each and every term, condition, covenant, and obligation of the Master Lease and this Sublease. Notwithstanding anything to the contrary contained herein, Subtenant hereby unconditionally and irrevocably accepts this Sublease and the Premises subject to the terms and conditions of the Master Lease. The provisions Subtenant agrees to be bound by each and every term, condition, covenant, and obligation of the Master Lease are binding on the Sublandlord with respect to the Premises. The Master Lease is incorporated into this Sublease herein as though if Sublandlord were the Landlord "Landlord" thereunder and Subtenant were the "Tenant" thereunder and the premises therein were the Premises, as applicable, except as otherwise expressly provided herein and except to the extent that the terms of the Master Lease and this Sublease are inconsistent with the express terms of this Sublease. (b) In no event shall Subtenant have the right to exercise any right or option under the Master Lease to lease additional space, or to extend or terminate the term of the Master Lease or this Sublease. Without limiting the foregoing, Subtenant shall receive no benefit or have any rights whatever under Sections 40 and 41 of the Master Lease. (c) Subtenant were shall obtain and keep in full force and effect throughout the Term such insurance for the Premises as is required to be carried by the Tenant under the Master LeaseAgreement. The Sublandlord and Master Landlord shall be named as additional insured under all such policies. If the Master Agreement does not require insurance to be carried by the Tenant, then the Subtenant shall obtain such insurance for the Premises as is reasonably required by the Sublandlord. (d) Subtenant shall look solely and directly to the extent Master Landlord for any such provisions apply and all services to be provided to the Subleased Premises. Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in Premises pursuant to the Master Lease, respectively, or otherwise. Subtenant has received a copy Failure on the part of the Master LeaseLandlord or any party to provide these services shall not be a default by Sublandlord of its obligations under this Sublease and Subtenant hereby waives any right (including under any applicable law) to claim damages against Sublandlord for the failure of Master Landlord, as applicable, to provide such services. In Notwithstanding the event foregoing, if the Master Lease terminates Landlord for reasons outside Master Landlord’s control wrongfully denies access to the entire Premises, or expires for any reasonwrongfully withholds services that substantially disrupt Subtenant’s useful possession of the entire Premises as reasonably determined by Sublandlord and Subtenant, this Sublease shall automatically terminate as well. Without limiting the foregoing and Subtenant notifies in any mannerwriting to Sublandlord and said interference of access or withholding of services continues beyond fifteen (15) days, Subtenant expressly agrees with respect shall be entitled to the Subleased Premises that Tenant’s restoration, maintenance and repair obligations set forth at paragraphs 9 - 10 receive a proportionate reduction of the Rent payable hereunder. (e) Sublandlord agrees to take commercially reasonable efforts to assist Subtenant as Subtenant may request from time to time in enforcing Master Lease shall apply Landlord to Subtenantprovide services under this Sublease; provided, however, that Subtenant shall reimburse Sublandlord for any all reasonable costs and expenses (including reasonable attorneys' fees) actually incurred by Sublandlord in connection therewith. Sublandlord shall in no way be liable to Subtenant for any failure by Master Landlord to perform its obligations under this Sublease and the Master Lease, respectively. If Master Landlord shall default in the performance of any of Master Landlord’s obligations under the Master Lease, Sublandlord shall, at Subtenant's written reasonable request, send notice of such default to Master Landlord. If (x) such default continues uncured beyond any applicable cure period provided in the Master Lease, and (y) Subtenant gives notice to Sublandlord requesting that Sublandlord institute an appropriate action or proceeding to enforce Sublandlord’s obligations as applicable, and Sublandlord fails to do so within thirty (30) days after receipt of Subtenant’s obligations hereunder written request, then Subtenant shall have the right to institute an appropriate action or proceeding against Master Landlord in the name of Sublandlord to enforce Sublandlord’s rights under the Master Lease which are applicable to Subtenant. Any counsel engaged by Subtenant to institute such actions shall be limited reasonably acceptable to Sublandlord. Sublandlord shall reasonably cooperate with the reasonable requests of Subtenant necessary to enable Subtenant to proceed in Sublandlord’s name; provided that Sublandlord will not have any liability for any costs incurred in connection with this enforcement. (f) Sublandlord shall not (i) (A) take or fail to take any action that would constitute a violation or breach of any of the terms, conditions or provisions of this Sublease or would cause the Master Lease to be terminated or forfeited, or (B) permit any such violation or breach, (ii) voluntarily cancel or surrender the Master Lease Agreement without the prior written consent of Subtenant, or (iii) assign or Sublease its interest thereunder (other than pursuant to this Sublease) except to the conditions extent the Master Lease permits any such assignment or Sublease and only if the assignee or sublessee assumes the obligations of Sublandlord hereunder. (g) Except to the Subleased Premises as they exist on the Sublease Commencement Date. Subtenant further extent expressly agrees with respect to paragraph 20 set forth in this Sublease, Sublandlord may not make or permit any modification or waiver of the Master Lease that: that will adversely affect the rights or obligations of Subtenant hereunder without the consent of Subtenant, which consent may not be unreasonably withheld, conditioned or delayed. Any modification in violation of the foregoing shall not be effective against Subtenant without Subtenant’s written consent. (h) Sublandlord shall promptly furnish Subtenant with copies of all notices relating to the Subleased Premises which Sublandlord receives from Sublandlord. (i) Tenant’s indemnity obligations Provided Subtenant makes timely payment of Rent as and when due hereunder, Sublandlord agrees to pay all rent and other charges according to the terms and conditions set forth therein in this Sublease. (j) Wherever in this Sublease the Sublandlord is required to obtain the consent of Master Landlord prior to taking any action, Subtenant shall apply notify Sublandlord and/or Master Landlord prior to Subtenanttaking any such action, and Sublandlord shall be an additional indemnitee with respect use commercially reasonable efforts to such obligations; and (ii) request the consent of Master Landlord. Subtenant shall maintain Commercial General Liability insurance as set forth thereinnot take any such action without obtaining such consents of Master Landlord, naming Sublandlord as an additional insuredSublandlord. (k) Notwithstanding anything contrary contained herein, and Subtenant any charges levied by Master Landlord for the return of the Premises 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 be the liability 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 under the terms of the Retained Premises and/or access to the Subleased Premises pursuant to Paragraph 7 aboveMaster Lease.

The Master Lease. This Sublease is subject to the Master Lease. Sublessor represents that the 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 incorporated into applicable to this Sublease as though Sublandlord were the Landlord landlord under the Master Lease and Subtenant were the Tenant Sublessor under this Sublease and tenant under the Master Lease were Sublessee under this Sublease. Sublessee shall have the right to make directly demands and requests of Landlord relating to the enforcement of the tenant’s rights and the performance of the landlord’s obligations that relate to the conditions of the Premises under the 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 extent any such provisions apply to conditions of the Subleased Premises, all communications between Sublessee and Landlord shall be through Sublessor. Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Master Lease. Subtenant Sublessee has received a copy of the Master Lease. In the event Neither Sublessee nor Sublessor will do, nor allow to be done by anyone under their respective control, anything that would constitute a default under the Master Lease terminates or expires for that would cause the Master Lease to be terminated or forfeited by virtue of any reasonrights reserved by or vested in Landlord, nor shall Sublessor agree to terminate nor exercise any right to terminate the Master Lease without the prior written consent of Sublessee as long as Sublessee is not in Default under this Sublease shall automatically terminate as wellSublease. Without limiting Sublessee will indemnify Sublessor against any loss, liability, and expenses (including reasonable attorneys’ fees and costs) arising out of any default under the foregoing in Master Lease caused by Sublessee, and Sublessor will indemnify Sublessee against any mannerloss, Subtenant expressly agrees with respect to liability, and expenses (including reasonable attorneys’ fees and costs) arising out of any default under the Subleased Premises that Tenant’s restorationMaster Lease caused by Sublessor, maintenance and repair obligations set forth at paragraphs 9 - 10 or arising out of any termination of the Master Lease shall apply by Sublessor without Sublessee’s consent (provided Sublessee is not in Default under this Sublease at the time of such termination). Pursuant to Subtenant; provided, however, that Subtenant’s obligations hereunder shall be limited to the conditions of the Subleased Premises as they exist on the Sublease Commencement Date. Subtenant further expressly agrees with respect to paragraph 20 Paragraph 12.3(b) of the Master Lease that: (i) Tenant’s indemnity obligations set forth therein Lease, if Sublessee receives a written notice from Landlord that the Sublessor is in breach of the Master Lease, then Sublessee shall apply pay the Base Rent and Operating Expenses due under this Sublease directly to Subtenantor as directed by the Landlord, and Sublandlord which payments shall be an additional indemnitee with respect credited against any payments due 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 Retained Premises and/or access to the Subleased Premises pursuant to Paragraph 7 aboveSublessor under this Sublease.