Sublease Agreement Template Page 2

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SUBLEASE AGREEMENT
responsibility to investigate the financial capability and/or suitability of all proposed tenants.
7. Master Lease.
(a) Sublessor is the lessee of the Premises by virtue of a lease, (the “Master Lease”), a copy of which is attached
is the lessor, (“Master Lessor”).
hereto, wherein
(b) This Sublease is and shall at all times be subject and subordinate to the Master Lease.
(c) The terms, conditions and respective obligations of Sublessor and Sublessee to each other under this Sublease
shall be the terms and conditions of the Master Lease except for those provisions of the Master Lease which are directly
contradicted by this Sublease in which event the terms of this Sublease shall control over the Master Lease. Therefore,
for the purposes of this Sublease, wherever in the Master Lease the word “Lessor” is used it shall be deemed to mean
the Sublessor herein and wherever in the Master Lease the word “Lessee” is used it shall be deemed to mean the
Sublessee herein.
(d) During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the
termination of this Sublease, Sublessee does hereby expressly assume and agree to perform and comply with, for the
benefit of Sublessor and Master Lessor, each and every obligation of Sublessor under the Master Lease (the
“Sublessee’s Assumed Obligations”).
The obligations that Sublessee has not assumed under this Paragraph 7 are
hereinafter referred to as the “Sublessor’s Remaining Obligations”.
(e) Sublessee shall hold Sublessor free and harmless from all liability, judgments, costs, damages, claims or
demands, including reasonable attorneys’ fees, arising out of Sublessee’s failure to comply with or perform Sublessee’s
Assumed Obligations.
(f) Sublessor agrees to maintain the Master Lease during the entire term of this Sublease, subject however, to any
earlier termination of the Master Lease without the fault of the Sublessor, and to comply with or perform Sublessor’s
Remaining Obligations and to hold Sublessee free and harmless from all liability, judgments, costs, damages, claims or
demands arising out of Sublessor’s failure to comply with or perform Sublessor’s Remaining Obligations.
(g) Sublessor represents to Sublessee that the Master Lease is in full force and effect and that no default exists on
the part of any party to the Master Lease.
8. Assignment of Sublease and Default.
(a) Sublessor hereby assigns and transfers to Master Lessor the Sublessor’s interest in this Sublease, subject to
the provisions of this Paragraph 8.
(b) Master Lessor, by executing this document, agrees that until a default occurs in the performance of Sublessor’s
Obligations under the Master Lease, that Sublessor may receive, collect and enjoy the Rent accruing under this
Sublease. However, if Sublessor defaults in the performance of its obligations to Master Lessor, then Master Lessor
may, at its option, receive and collect, directly from Sublessee, all Rent owing and to be owed under this Sublease.
Master Lessor shall not, by reason of this assignment of the Sublease nor by reason of the collection of the Rent from
Sublessee, be deemed liable to Sublessee for any failure of Sublessor to perform and comply with Sublessor’s
Remaining Obligations.
(c) Sublessor hereby irrevocably authorizes and directs Sublessee upon receipt of any written notice from the
Master Lessor stating that a default exists in the performance of Sublessor’s obligations under the Master Lease, to pay
to Master Lessor the Rent due and to become due under the Sublease. Sublessor agrees that Sublessee shall have the
right to rely upon any such statement and request from Master Lessor, and that Sublessee shall pay such Rent to Master
Lessor without any obligation or right to inquire as to whether such default exists and notwithstanding any notice from or
claim from Sublessor to the contrary and Sublessor shall have no right or claim against Sublessee for any such Rent so
paid by Sublessee.
(d) No changes or modifications shall be made to this Sublease without the consent of Master Lessor.
9. Consent of Master Lessor.
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