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 the 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. Subtenant expressly agrees and acknowledges that Sublandlord shall not be obligated to perform, and shall not be liable for the performance by Master Landlord of any of the covenants and obligations of Master Landlord under the Master Lease 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, defend and hold Sublandlord harmless from and 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 of the terms, conditions, covenants or obligations in the Master Lease which are binding on the “Tenant” thereunder with respect to the Subleased Premises. (b) Notwithstanding anything to the contrary set forth herein, the parties agree that the Subtenant shall not be entitled to any of the rights and benefits granted to Sublandlord set forth in the following Master Lease provisions: Paragraphs [ , , and ]. In Subtenant and Sublandlord further agree that these provisions shall remain in full force and effect as to Sublandlord, and this Sublease shall not interfere with, contravene, limit or in any way alter the event that rights and benefits granted to Sublandlord pursuant to said provisions. (c) The following sections of the Master Lease shall be terminated for incorporated by reference, as modified in the manner set forth below: [Insert, provisions, if applicable] (d) Except as specifically provided elsewhere herein, Sublandlord shall have no obligation to render any reason whatsoever, this Lease shall likewise terminate without further liability services to either party. During Subtenant in or to the term Subleased Premises of this Lease, Tenant does hereby expressly assume and agree, any nature whatsoever or to expend any money for the benefit maintenance, repair or restoration of the Subleased Premises. (e) Subtenant shall not do, or with respect to the Subleased Premises permit to be done, anything which would constitute a violation or breach of any of the terms, conditions or provisions of the Master Lease or which would cause the Master Lease to be terminated or forfeited. (f) Subtenant shall promptly furnish Sublandlord with copies of all notices relating to the Subleased Premises which Subtenant shall receive from Master Landlord and Sublandlord shall promptly furnish Subtenant with copies of all notices relating to the Subleased Premises which Sublandlord receives from Master Landlord. (g) Wherever in the Master Lease the “Tenant” thereunder is required to obtain the consent of the “Landlord” thereunder prior to taking any action, Subtenant shall be required to perform obtain the consent of both Sublandlord and Master Landlord as a condition to taking any such action. (h) Except as otherwise expressly set forth herein, wherever in the Master Lease a time is specified within which the “Tenant” thereunder must (i) give notice or make a demand following an event, (ii) respond to any notice, request, or demand previously given or made by the “Landlord” thereunder, (iii) exercise any right, remedy, or option, or (iv) comply with and be bound by each and every any obligation of and restriction on Landlord under the Master Lease, (except for the payment of rent, as additional rent, or any other amount), such obligations relate time period shall also apply to Subtenant. Wherever in the Master Lease a time is specified within which the “Landlord” thereunder must (i) give notice or make a demand following an event, (ii) respond to any notice, request, or demand previously given or made by the “Tenant” thereunder, (iii) exercise any right, remedy, or option, or (iv) comply with any obligation, such time is hereby changed (only for the purpose of this Sublease) by adding two (2) business days to the Premises. The time set forth in the Master Lease. (i) Provided Subtenant is not in default with respect to any of its monetary obligations hereunder, Sublandlord agrees to pay all Rent according to the terms and conditions set forth in the Master Lease. (j) Sublandlord hereby represents and warrants to Subtenant that Tenant (i) the Master Lease is in full force and effect as of the date hereof; (ii) a true and correct copy of the Master Lease has assumed been delivered to Subtenant and is attached hereto as Exhibit A; (iii) to Sublandlord’s knowledge, there exists no default, or event or condition which, with the giving of notice or the passage of time or both, would become a default which would affect the Subleased Premises or Subtenant’s use and occupancy thereof under the Master Lease on the part of Sublandlord; and (iv) Sublandlord has received no notice or claim that the Subleased Premises do not comply with applicable legal requirements for general office use. (k) In the event that the terms and conditions of this Section are hereinafter referred Sublease conflict with the terms and conditions of the Master Lease provisions incorporated by reference herein, the terms and conditions of this Sublease shall govern. (l) Subtenant acknowledges that this Sublease is subject and subordinate to as “Tenant’s Assumed Obligations.” Tenant the Master Lease and, to the extent that the Master Lease is also subject and subordinate to any of the following, this Sublease shall indemnify be subject and hold Landlord free subordinate to same: (i) all ground and harmless from and defend Landlord underlying leases and all officersdeeds of trust or mortgages which might now or hereafter affect such leases, directors(ii) the leasehold estate or estates thereby created or the real property of which the Subleased Premises form a part, partners(iii) and any and all renewals, shareholdersmodifications, agentsconsolidations, employeesreplacements and extensions thereof. Sublandlord shall have the right to modify the Master Lease without Subtenant’s prior consent, representatives and affiliates provided, that if the modification in question would affect any right or obligation of Landlord and of any affiliated company Subtenant hereunder or person would affect the Subleased Premises, then such modification shall not be effective against all liability, judgments, costs, damages, claims or demands, including reasonable attorneys’ fees, arising out of TenantSubtenant without Subtenant’s failure to comply with or perform Tenant’s Assumed Obligationswritten consent.

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 the 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. Subtenant expressly agrees and acknowledges that Sublandlord shall not be obligated to perform, and shall not be liable for the performance by Master Landlord of any of the covenants and obligations of Master Landlord under the Master Lease 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, defend and hold Sublandlord harmless from and 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 of the terms, conditions, covenants or obligations in the Master Lease which are binding on the "Tenant" thereunder with respect to the Subleased Premises. (b) Notwithstanding anything to the contrary set forth herein, the parties agree that the Subtenant shall not be entitled to any of the rights and benefits granted to Sublandlord set forth in the following Master Lease provisions: Paragraphs [____, ____, ____ and ____]. In Subtenant and Sublandlord further agree that these provisions shall remain in full force and effect as to Sublandlord, and this Sublease shall not interfere with, contravene, limit or in any way alter the event that rights and benefits granted to Sublandlord pursuant to said provisions. (c) The following sections of the Master Lease shall be terminated for incorporated by reference, as modified in the manner set forth below: ____________________________ [Insert, provisions, if applicable] (d) Except as specifically provided elsewhere herein, Sublandlord shall have no obligation to render any reason whatsoever, this Lease shall likewise terminate without further liability services to either party. During Subtenant in or to the term Subleased Premises of this Lease, Tenant does hereby expressly assume and agree, any nature whatsoever or to expend any money for the benefit maintenance, repair or restoration of the Subleased Premises. (e) Subtenant shall not do, or with respect to the Subleased Premises permit to be done, anything which would constitute a violation or breach of any of the terms, conditions or provisions of the Master Lease or which would cause the Master Lease to be terminated or forfeited. (f) Subtenant shall promptly furnish Sublandlord with copies of all notices relating to the Subleased Premises which Subtenant shall receive from Master Landlord and Sublandlord shall promptly furnish Subtenant with copies of all notices relating to the Subleased Premises which Sublandlord receives from Master Landlord. (g) Wherever in the Master Lease the "Tenant" thereunder is required to obtain the consent of the "Landlord" thereunder prior to taking any action, Subtenant shall be required to perform obtain the consent of both Sublandlord and Master Landlord as a condition to taking any such action. (h) Except as otherwise expressly set forth herein, wherever in the Master Lease a time is specified within which the "Tenant" thereunder must (i) give notice or make a demand following an event, (ii) respond to any notice, request, or demand previously given or made by the "Landlord" thereunder, (iii) exercise any right, remedy, or option, or (iv) comply with and be bound by each and every any obligation of and restriction on Landlord under the Master Lease, (except for the payment of rent, as additional rent, or any other amount), such obligations relate time period shall also apply to Subtenant. Wherever in the Master Lease a time is specified within which the "Landlord" thereunder must (i) give notice or make a demand following an event, (ii) respond to any notice, request, or demand previously given or made by the "Tenant" thereunder, (iii) exercise any right, remedy, or option, or (iv) comply with any obligation, such time is hereby changed (only for the purpose of this Sublease) by adding two (2) business days to the Premises. The time set forth in the Master Lease. (i) Provided Subtenant is not in default with respect to any of its monetary obligations hereunder„ Sublandlord agrees to pay all Rent according to the terms and conditions set forth in the Master Lease. (j) Sublandlord hereby represents and warrants to Subtenant that Tenant (i) the Master Lease is in full force and effect as of the date hereof; (ii) a true and correct copy of the Master Lease has assumed been delivered to Subtenant and is attached hereto as Exhibit A; (iii) to Sublandlord's knowledge, there exists no default, or event or condition which, with the giving of notice or the passage of time or both, would become a default which would affect the Subleased Premises or Subtenant's use and occupancy thereof under the Master Lease on the part of Sublandlord; and (iv) Sublandlord has received no notice or claim that the Subleased Premises do not comply with applicable legal requirements for general office use. (k) In the event that the terms and conditions of this Section are hereinafter referred Sublease conflict with the terms and conditions of the Master Lease provisions incorporated by reference herein, the terms and conditions of this Sublease shall govern. (l) Subtenant acknowledges that this Sublease is subject and subordinate to as “Tenant’s Assumed Obligations.” Tenant the Master Lease and, to the extent that the Master Lease is also subject and subordinate to any of the following, this Sublease shall indemnify be subject and hold Landlord free subordinate to same: (i) all ground and harmless from and defend Landlord underlying leases and all officersdeeds of trust or mortgages which might now or hereafter affect such leases, directors(ii) the leasehold estate or estates thereby created or the real property of which the Subleased Premises form a part, partners(iii) and any and all renewals, shareholdersmodifications, agentsconsolidations, employeesreplacements and extensions thereof. Sublandlord shall have the right to modify the Master Lease without Subtenant's prior consent, representatives and affiliates provided, that if the modification in question would affect any right or obligation of Landlord and of any affiliated company Subtenant hereunder or person would affect the Subleased Premises, then such modification shall not be effective 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 ObligationsSubtenant without Subtenant's written consent.