Fill and Sign the Sublease for Franchisor Leased Locations Long Form

FF 10/96© STP 3030-1 Form 3.03 Sublease for Franchisor-Leased Locations (Long Form) SUBLEASE THIS SUBLEASE is made and entered into by and between ABC, Inc., a corporation, hereafter called “Sublessor” and , hereafter called “Sublessee”, with reference to the following facts: A. Sublessor is, or shall be, a party to that certain Lease Agreement (the “Master Lease”) by and between Sublessor and (the “Lessor”) with respect to those certain premises (the “Subleased Premises”) described as follows: B. Contemporaneously herewith, Sublessor and Sublessee have entered into that certain Franchise Agreement, dated (the “Franchise Agreement”), for the operation of a retail store at t he Subleased Premises under the name “ABC,” or such other name(s) as Sublessor may authorize or direct pursuant to the terms of the Franchise Agreement. C. The parties now desire to enter into this Sublease, pursuant to which Sublessor shall grant Sublessee the right to occupy the Subleased Premises upon the terms and conditions set forth herein below. NOW THEREFORE, in consideration of the foregoing and the mutual promises herein contained, t he parties hereto agree as follows: I. DEMISE AND DESCRIPTION OF PROPERTY Sublessor hereby leases to Sublessee, and Sublessee hereby hires from Sublessor on the terms and subject to the conditions and covenants set forth, the property identified above as the “ Subleased Premises.” II. TERM AND RENEWAL A. Subject to earlier termination as hereinafter set forth, the term of this Sublea se shall commence on , 19 (the “Commencement Date”) and shall expire on , 19 ; provided however, that in the event of the expiration or termination for any cause whatsoever, of either the Master Lease or the Franchise Agreement, this Sublease shall thereupon immediately terminate. If said termination results from Sublessee's breach of the Franchise Agreement or of any obligation here under, said automatic termination of this Sublease shall not relieve Sublessee of any li ability or responsibility to Sublessor for any damages or losses of any kind or nature incurred or sustained by Sublessor by reason of Sublessee's said breach. Form 3.03 3030-2© STP FF 10/96 B. If for any reason Sublessor cannot deliver possession of the Subleased Premises to Sublessee on the Commencement Date, Sublessor shall not be subject to any liability therefor, nor sha ll such failure affect the validity of this Sublease or the obligations of Sublessee hereunder but in such case Suble ssee shall not be obligated to pay rent until possession of the premises is tendered to Sublessee, and the term hereof shall be extended, to the extent that, and only if, the term of the Master Lease is extended by reason of such delay in possession. C. Notwithstanding the fact that Sublessor may have the right to renew the Master L ease upon the expiration of the term hereof, Sublessee expressly agrees that Sublessor shall be under no obliga tion whatsoever to extend or renew the Master Lease. If, however, at the expiration of the t erm hereof, Sublessee shall have the right to renew the Franchise Agreement, and shall have properly and tim ely exercised said renewal right, Sublessor agrees that it shall either assist Sublessee to negotiate a direct lease with the Lessor for the Subleased Premises or may, in its sole and absolute discretion, offer to enter into a new Sublease upon such terms as may be mutually agreeable to Sublessor and Sublessee. III. USE OF PREMISES The Subleased Premises shall be used by Sublessee only for the purpose of conducting a retail store (hereafter called the “Franchise Business”) pursuant to the terms and conditions of the Franchise Agreement, under the name “ABC” or such other name as Sublessor may authorize or direct pursuant to the terms of the Franchise Agreement. Use of the Subleased Premises for any other purpose, either whol ly or in part, without the written consent of Sublessor, will be deemed a material breach of this Sublease. IV. RENT A. Sublessee shall pay to Sublessor as rent: 1. A minimum monthly base rental of ($ ) in advance, on the first day of each calendar month, commencing on , 19 , subject to any increases in the minimum base rental payable by Sublessor under the Master Lease. 2. All additional amounts due by Sublessor to the Lessor under the Master Lease, which amounts shall be payable by Sublessee to Sublessor prior to the date(s) on which such amounts become due from Sublessor to the Lessor, on such specific dates and in such manner as Sublessor may direct from time to time. These amounts may include, without limitation, percentage rental payme nts, taxes, including real and personal, fees and charges for maintenance, energy, Merchants' Associations dues and common area charges. 3. All taxes that are now or may in the future be levied, assessed or imposed upon the rent reserved hereunder by any government authority acting under any present or future law, payable upon receipt of written notice thereof from Sublessor. Form 3.03 FF 10/96© STP 3030-3 4. Not less than ten (10) days before the first rent payment is due pursuant hereto, Sublessee sha ll enter into an arrangement with his bank, on terms satisfactory to Sublessor, pursuant to which the minimum monthly rent payable under this Paragraph A, shall be paid to the Sublessor by automatic bank dra ft, drawn against Sublessee's account on the first day of each month during the term of this Sublease. B. Sublessee hereby agrees, that if any installment of rent or other sums due from Sublessee are not received by Sublessor or Sublessor's designee within five (5) days after such amount is due, then, wit hout any requirement for notice, Sublessee shall pay to Sublessor such overdue amount plus a late c harge equal to ten percent (10%) of the overdue amounts. The parties hereby agree that such late cha rge represents a fair and reasonable estimate of the cost Sublessor will incur by reason of the late payment . Payment of the late charge by Sublessee shall not be considered alternative performance under this Sublease, nor shall the acceptance of the amount due or the late charge by Sublessor constitute a waiver of Subl essee's default with respect to any such overdue amount or prevent Sublessor from exercising any other rights and remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not col lected, for three (3) consecutive installments of rent, then the rent, including amounts reasonably estima ted to cover additional amounts due under this Sublease, shall automatically become payable qua rterly, in advance, rather than monthly, notwithstanding any other provisions of this Sublease to the contrary. C. All rent, whether minimum base rental or additional amounts due, for any partial m onth, shall be payable on a pro-rated basis. D. Sublessee shall deposit with Sublessor upon execution of this Sublease, the amount of $ as security for Sublessee's performance of Sublessee's obligations under this Sublease. If Sublessee fail s to perform, or otherwise defaults with respect to any provision of this Sublease, Sublessor may use, appl y or retain any portion of said deposit necessary to cure Sublessee's default under this Sublease. If Subl essor so uses or applies all or any portion of said deposit, Sublessee shall within ten (10) days afte r written demand therefor deposit cash with Sublessor in an amount sufficient to restore said deposit to the full amount hereabove stated. Sublessee's failure to restore said deposit shall be a material bre ach of this Sublease. Sublessor shall not be required to keep said deposit separate from its general accounts. If Sublessee performs all obligations hereunder, said deposit, or so much thereof as has not been applied by Sublessor, shall be returned, without payment of interest, to Sublessee after expiration of this Sublease. V. MAINTENANCE AND REPAIR A. Except as otherwise expressly provided for in writing, Sublessee accepts the Subleased Premises in the condition existing as of the Commencement Date hereof, and by taking possession of the Subleased Premises, Sublessee agrees that the Subleased Premises are in good and tenantable condi tion. Sublessee acknowledges that neither Sublessor nor Sublessor's agents have made any representations or warranties whatsoever concerning the Subleased Premises, its condition, or the use to which it may be put , except as may be expressly provided in writing and attached hereto as an exhibit. B. The parties hereby expressly agree that the Sublessor shall not have any duty or responsibili ty to repair, replace, or maintain any part or portions of the Subleased Premises. Furthermore, the Sublessee agrees that it shall, at its sole cost and expense, maintain, repair or replac e as necessary any part or portion of the Subleased Premises, expressly including, but not limited to, the storefront, signage, fl oors, ceilings, interior and exterior lighting, doors, plateglass, window casements, glazing, sewer, water connections, pipes and plumbing facilities, gas mains, electrical wiring and each and every other part or portion thereof. In addition, Sublessee agrees that it shall, at its sole cost and expense, maint ain the Subleased Premises, the furniture, fixtures, equipment and signs therein and thereon in good condition and repair. The above -stated responsibilities and obligations of Sublessee shall not be limited by, but at a mini mum, must comply with the standards set forth in the Master Lease and Franchise Agreement. Failure of Sublessee to fulfill its Form 3.03 3030-4© STP FF 10/96 above-stated maintenance, repair or replacement obligations within ( ) days from receipt of written notice by Sublessor shall constitute a material breach of t his Sublease and, Sublessor, at its sole discretion, shall have the right to terminate this Sublease or unde rtake necessary repairs, maintenance, or replacement and charge Sublessee the costs of making the repai rs, maintenance or replacement. Any expenses incurred by Sublessor in accordance with this paragraph shall be due and payable within five (5) days after written request by Sublessor and shall carry the maximum rate of interest allowable by law from the date incurred until paid. C. The Subleased Premises may not be altered or changed by Sublessee without the prior writ ten consent of Sublessor. Sublessor may as a condition to Sublessor's granting consent, require Sublessee to provide Sublessor at Sublessee's sole cost and expense, a lien and completion bond in an a mount equal to one and one-half times the estimated cost of such alterations, repairs or changes, to indemnify Sublessor against liability for mechanic's and materialmen's liens and to ensure compl etion of all work. Unless otherwise provided by written agreement, all alterations, improvements and changes that a re undertaken at the cost of Sublessee, shall be the property of Sublessor and shall remain upon and be surrendered wi th the Subleased Premises. D. Sublessee shall pay, when due, all claims for labor or materials furnished to or for Subl essee at or for use in the Subleased Premises, which claims are or may be secured by any mechanics' or materialmen's liens against the Subleased Premises or any interest therein. Sublessor shall have the right to post notices of non-responsibility at or on the Subleased Premises as provided by law. E. Sublessee shall, upon expiration or sooner termination of this Sublease or the Franchise Agreem ent, return to Sublessor the Subleased Premises in good condition, broom clean, ordinary wear and tear excepted. VI. INDEMNITY AND INSURANCE A. Sublessor shall not be liable and Sublessee agrees to defend, indemnify and hold Sublessor, t he Lessor and the Subleased Premises harmless from any and all liability and claims of liability, damage or injury to persons or property, from any cause whatsoever, arising on or about, the Subleased Premises, arising out of or in connection with the operation of the Franchise Business or any activity whatsoever carried on by Sublessee, its agents or employees on the Subleased Premises. This obligati on to indemnify shall include reasonable attorneys' fees and all other reasonable costs, expenses and lia bilities from the first notice that any claim or demand is to be made or may be made. B. Sublessee shall carry and maintain during the entire term of this Sublease, at Subl essee's sole cost and expense, the following types of insurance in the amounts specified in and the form provide d for in this section: 1. Broad form, comprehensive public liability insurance, including products liability insura nce with at least the minimum types of coverage and limits as may be required by the Master Lease and the Franchise Agreement, and as Sublessor may otherwise specify in writing from time to time . Said insurance shall insure against any and all liability of Sublessee with respect to the Suble ased Premises and the Franchise Business and shall insure Sublessee's obligation under the indemnification provision of thi s Sublease. 2. A policy or policies of fire insurance with Standard Form Extended Coverage Endorsement, including such other risks as are now or hereafter included in extended coverage endorsements in common use for commercial structures, to the extent of at least full insurable value of Subl essee's improvements, trade fixtures, equipment and merchandise, which may from time to time be located in the Subleased Form 3.03 FF 10/96© STP 3030-5 Premises, and trade fixtures, merchandise and equipment of others which are in Sublessee's possession, and which are located within the Subleased Premises. The proceeds from any such policy shall be used to repair or replace said improvements, fixtures, equipment and merchandise. C. All policies of insurance provided for in this Sublease shall be issued by companies with a t least a Best's Triple A rating and shall be licensed to do business in the state in which the Subleased Premises are located. In addition, said policies shall be issued in the names of Sublessor, the Lessor and Sublessee for the mutual and joint protection and benefit of all the parties. Furthermore, all insurance policies shall contain a provision that Sublessor, although named as an insured, shall nevertheless be entitled to rec over under said policies for any loss, injury or damage to Sublessor, its servants, agents or employees caused by t he negligence of Sublessee, its agents or employees, and shall contain a clause waiving a ny and all subrogation rights against Sublessor. Furthermore, Sublessee hereby agrees to waive the right to recovery against Sublessor for any loss or damage covered by insurance, either pursuant to this Sublease or obtained independently, and further agrees to waive any rights for losses which would have been covered by the policies required by this Sublease, even if such policies were not in effect at the time of the loss. D. Sublessee shall deliver to Sublessor copies of all policies evidencing the insurance procured by Sublessee, or, at Sublessor's request, from time to time, deliver in lieu thereof cert ificates of coverage from the insurance company or companies writing the policy or policies of insurance. Said certi ficate(s) shall, among other things, designate the company writing the same, the number, amounts and provisi ons thereof, and shall provide evidence of payment of said policies. Upon Sublessor's written request, duplica te copies of said certificates of insurance shall be delivered to the Lessor. E. All insurance policies provided for in this Sublease shall contain a provision that sai d policies shall not be cancelled or terminated without thirty (30) days written notice from the insuranc e company to Sublessor. Sublessee agrees that on or before twenty (20) days prior to the expiration of any insurance policy, Sublessee will deliver to Sublessor written notification in the form of receipt or other similar document from the applicable insurance company or companies that said policy or policie s have been renewed, or deliver certificates of coverage from another insurance company meeting the above-stated criteria. F. If Sublessee fails or refuses to procure or maintain the required insurance, or fails or refuses t o furnish Sublessor with the proof of insurance as required above, Sublessor shall have the right, at Sublessor's election, and on five (5) days notice, to procure and maintain such insurance. The prem iums paid by Sublessor under this provision shall be due immediately, with interest at the ma ximum rate permitted by law, and shall be payable upon demand by Sublessor. Sublessor shall give Sublessee prompt notice of the payment of such premiums, stating the amount paid and the names of the insurer or insurers. G. Notwithstanding anything to the contrary contained herein, Sublessee at its sole cost a nd expense, shall maintain any and all amounts or types of insurance, in addition to those stat ed above, which may be required by Sublessor as Lessee, under the terms of the Master Lease, or as required by Sublessee as Franchisee under the Franchise Agreement. Form 3.03 3030-6© STP FF 10/96 VII. ASSIGNMENT AND SUBLETTING Sublessee shall not assign, mortgage, hypothecate or otherwise encumber this Sublease or the Subleased Premises, in whole or in part, nor sublet all or any part of the Subleased Premi ses, without the prior written consent of Sublessor in each instance. This prohibition against assigning or sublet ting shall be construed to include a prohibition against any assignment or subletting by operation of law. Shoul d the Sublessor, as the Franchisor, consent to the assignment of the Franchise Agreement, Sublessee shall assign this Sublease to the same assignee upon Sublessee's receipt of such consent. Notwithstanding any assignment or sublease, with the consent of Sublessor, the undersigned Sublessee shall remain full y liable on this Sublease and shall not be released from performing any of the terms, covenants and conditions of this Sublease. The term “assignment” shall include any and all events and occurrenc es constituting an “assignment” under the Master Lease or Franchise Agreement. VIII. DEFAULT AND REMEDIES A. Sublessor may, at its option and without limiting Sublessor in the exercise of any othe r right or remedy it may have on account of a default or breach by Sublessee, exercise the right s and remedies specified in paragraph B of this Article if: 1. Sublessee defaults in the payment of any money agreed to be paid by Sublessee to Sublessor for rent, taxes, utilities, advertising, or for any other purpose hereunder, and if such default continues for ( ) days after written notice to Sublessee by Sublessor. 2. Sublessee fails to implement, or at any time fails to maintain, the aut omatic bank draft arrangement described in Section IV, Paragraph A, above. 3. Sublessee abandons the Subleased Premises, as the term “abandonment” is defined in eithe r the Franchise Agreement or Master Lease. 4. Sublessee defaults in the performance of any other of its agreements, conditions or covenants under this Sublease and such default continues for ( ) days after written notice to Sublessee by Sublessor. 5. Sublessee commits any material breach of the Franchise Agreement, as defined there in, or any other act or omission to act which, with the passage of time or the giving of notice, or both, gives Sublessor, as the Franchisor thereunder, the right to terminate the Franchise Agreement, and Sublessee fails to cure such breach in the manner and within the time periods prescribed by the Franchise Agreement. B. On any breach, default or abandonment as described in paragraph A above, Sublessor may exerci se any one or more of the following rights within the periods of time stated in paragraph A above: 1. Immediately re-enter the Subleased Premises and remove all persons and, at Sublessor's option, use Sublessee's personal property and trade fixtures, or any such property or fixtures without compensation and without liability for damage or remove and store them in a public warehouse or else where, at the expense of and at the risk of Sublessee. In the event there is any such re-entry by Sublessor, Sublessor m ay make any repairs, additions or improvements to or upon the Subleased Premises which may be nec essary or convenient; provided, however, that Sublessor shall be entitled to recover from Sublessee the e xpenses for such repairs, additions or improvements only to the extent necessary to restore the Franchise Business Form 3.03 FF 10/96© STP 3030-7 and/or the Subleased Premises to the condition thereof at the commencement of this Subl ease, or the condition in which the same was required to have been, pursuant to the terms of this Sublease , the Master Lease and the Franchise Agreement, reasonable wear and tear excepted. Re-entry by Suble ssor shall not relieve Sublessee of its obligation to compensate Sublessor for damages caused by its breach, nor shall re- entry constitute a termination of this Sublease unless notice of termination is given. Notwithstanding any election by Sublessor not to terminate this Sublease, Sublessor may at any time there after elect to terminate this Sublease for any previous breach or default hereunder by Sublessee which remains uncured. 2. Terminate this Sublease, in which event Sublessee agrees to immediately surrender posse ssion of the Subleased Premises and pay Sublessor, in addition to any amount owed or recoverable unde r this Sublease, all damages Sublessor may incur by reason of Sublessee's default, including the cost of recovering the Subleased Premises. 3. To collect by suit or otherwise, each installment of rent or other sum that becom es due hereunder, or to enforce, by suit or otherwise, any other term or provision hereof on the part of Sublessee required to be kept or performed, it being specifically agreed that all unpaid instal lments of rent or other sum shall bear interest computed at the highest legal rate of interest from the due date thereof until paid. C. On any breach, default or abandonment as described in paragraph A above, damages that Suble ssor may recover, in addition to those provided in the Franchise Agreement, include but shall not be limited to the following: 1. The worth at the time of the award of the amount by which the unpaid rental for the balance of the term exceeds the amount of such rental loss that Sublessee proves could have bee n reasonably avoided; and 2. Any other amount necessary to compensate Sublessor for all the detriment proximately cause d by Sublessee's failure to perform its obligation under this Sublease and the Franchise Agree ment, or which, in the ordinary course of things, will likely result therefrom, including but not limited to, any cost or expense incurred by Sublessor in (a) retaking possession of the Subleased Premises, including reasona ble attorneys' fees therefor; (b) maintaining or preserving the Subleased Premises after such defaul t; (c) preparing the Subleased Premises for reletting to a new Sublessee or for use by Sublessor, and/or (d) a ny other loss or cost incurred or sustained by Sublessor which was necessary or appropriate. D. Sublessor's failure to pursue its rights and remedies upon any default or breach on the part of Sublessee shall not be a waiver thereof, nor shall any custom or practice which may grow up between the parties in the course of administering this Sublease, be construed to waive or lessen the rights of either party to insist upon performance of this Sublease and the terms, covenants or conditions therein, or to exercise any right given on account of any such default. The acceptance of rent hereunder shall not become or be construed to become a waiver of any term, covenant or condition of this Sublease. Form 3.03 3030-8© STP FF 10/96 E. Sublessee hereby pledges and hypothecates to Sublessor any and all furniture and personal property which Sublessee may bring into or upon the Subleased Premises hereby leased, including such property as may be exempt by law from execution or attachment, to secure the performance under t he terms and conditions hereof. Sublessee covenants and agrees that in the event of any default and in addition to any remedies set forth in this Article, such furniture and personal property shall be subject t o a lien on behalf of Sublessor. The enforcement of such lien or forebearance of enforcement shall be at the sole option of Sublessor. F. The rights, powers, elections and remedies of Sublessor contained in this Sublease shall be construed as cumulative and no one of them is or shall be considered exclusive of the other or excl usive of any rights or remedies allowed by law, and the exercise of one or more rights or powers, elections or re medies shall not limit or impair Sublessor's rights to exercise any other. G. If Sublessee is in default in the performance of any covenant on his part to be performed unde r this Sublease, and such default or failure to perform continues for ( ) days after written notice, Sublessor may, without waiving or releasing Sublessee from the performance, but sha ll not be obligated to, perform any such covenant, and in exercising any such right, pay necessary a nd incidental costs and expenses in connection therewith. All sums so paid by Sublessor, together with intere st thereon at the highest rate allowed by law, shall be deemed additional rent and upon five (5) days not ice shall be payable to Sublessor on the next rent paying day. H. The parties hereby waive trial by jury in any action, proceeding or counterclaim brought by either party against the other on any matter whatsoever arising out of or in any way connected with this Sublease, the relationship of landlord and tenant created hereby, Sublessee's use or occupancy of the Subl eased Premises, and/or any claim for injury or damage. In the event Sublessor commences any acti on or proceeding for unlawful detainer, non-payment of rent, additional rent or other charges due hereunder, Sublessee agrees not to interpose any counterclaim of any nature or description in any such a ction or proceeding relating to the performance of the parties under the Franchise Agreement or any ancillary agreement. The foregoing, however, shall not be construed as a waiver of Sublessee's right to asse rt such claim in a separate action or proceeding instituted by Sublessee. IX. CONDEMNATION In the event that any action or proceeding is commenced for condemnation, in exercise of the right of eminent domain, of the Subleased Premises or any portion thereof, or if Sublessor is advised in writ ing by any government (federal, State or Municipal) or agency or department or bureau thereof, or any e ntity or body having the right of power of condemnation, of its intention to condemn the whole or any portion of the Subleased Premises, Sublessee having the right of possession of the Subleased Premises at the t ime thereof, or if the Subleased Premises or any portion thereof be condemned through such action, then and in any of said events: A. Sublessor may, without any obligation or liability to Sublessee, and without affecting t he validity and existence of this Sublease other than as hereafter expressly provided, agree to sell a nd/or convey to the condemnor or to the Lessor without first requiring any action or proceeding be instituted, or if such action or proceeding shall have been instituted, without requiring any trial or hearing thereof (a nd Sublessor is expressly empowered to stipulate to judgment therein), the Subleased Premises or any portion t hereof sought by the condemnor, free from this Sublease and the rights of Sublessee hereunder. Form 3.03 FF 10/96© STP 3030-9 B. Sublessee shall have no claim against Sublessor under this Sublease or the Master Le ase, nor be entitled to any part or portion of the amount that may be paid or awarded as a resul t of the sale for the reasons as aforesaid or condemnation of the Subleased Premises or any portion thereof, Sublessee hereby assigning, transferring and setting over unto Sublessor the interest, if any, which Sublessee would but for this provision have in, to, upon or against the Subleased Premises or any portion thereof, or any am ount which is agreed to be paid and/or is awarded and paid to Sublessor or the Lessor. C. If any part of the Subleased Premises shall be taken or condemned as hereinbefore provided, and a part thereof remains which is suitable for the use contemplated hereunder, this Sublease shall, as to the part so taken, terminate as of the date title shall vest in the condemnor and the re nt payable hereunder shall be adjusted for the remainder of the term as of the date of such termination in the sam e proportion as provided in the Master Lease. If all of the Subleased Premises be taken or condemned as he reinbefore provided, or so much thereof that the contemplated use shall be substantially impaired in the judgment of Sublessor, this Sublease shall thereupon terminate. X. SUBORDINATION Sublessee expressly agrees that this Sublease and Sublessee's rights hereunder shall be subject and subordinate to the Master Lease, and all other leases, mortgages, deeds of trust or any other encumbrances now or hereafter placed, charged or enforced against the Subleased Premises or any land, buildi ngs or improvements included thereon or of which the Subleased Premises are a part or any portion or portions thereof. Sublessee further agrees to execute at any time, and from time to time, suc h documents as may be required to effectuate such subordination, and upon failure to execute any such documents at Subl essor's request, Sublessor shall be, and hereby is, appointed Sublessee's attorney-in-fact to do so. XI. NOTICES Any notice required or permitted to be given hereunder shall be in writing and shall be served upon the other party personally or by registered or certified mail, postage prepaid. Any notice to Subl essor shall be addressed to it at , , Attn: Leasing Manager. Any notice to Sublessee may be addressed to him at the address of the Subleased Premises. Either party may designate anot her address at any time by appropriate written notice to the other. Service of any notice or demand by mail shall be deemed complete and shall be effective upon the earlier of actual receipt or forty-eight (48) hours after the time the same is deposited in the United States mails as aforesaid. Form 3.03 3030-10© STP FF 10/96 XII. INCORPORATION OF MASTER LEASE Sublessee hereby expressly assumes and agrees to perform all of the obligations and covenants require d by the Master Lease to be kept or performed by Sublessor as the Lessee thereof. Sublessor agrees to maintain the Master Lease during the entire term of this Sublease, subject, howeve r, to any earlier termination of the Master Lease without the fault of Sublessor, and to pay all rents and taxes provided for therein in accordance with the terms of the Master Lease. Sublessor does not assume the obligations of the Master Landlord under such provisions of the Master Lease, but shall exercise due diligence in attempting to cause the Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. XIII. MISCELLANEOUS A. The language and parts of this Sublease shall be construed according to their fair me aning and not strictly for or against either the Sublessee or Sublessor. B. The captions of the articles of this Sublease are for convenience in reference only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Sublease. C. Any sums accruing to Sublessor under the provisions of this Sublease which shall not be paid when due shall bear an interest at the highest rate permissible by law from the date due, until paid. D. It is understood that there are no oral agreements or representations between the parti es hereto affecting this Sublease, and that this Sublease supersedes and cancels any and all previous and contemporaneous negotiations, arrangements, representations, brochures, agreements and understandings, if any, between the parties with respect to the subject matter hereof. Furthermore, this Sublease is not subject to modification, except in writing signed by both parties. E. It is agreed that if any portion of this Sublease shall be determined void by any court of competent jurisdiction, then such determination shall not affect any other provision of this Sublease and all such other provisions shall remain in full force and effect. F. A waiver of any breach or default under this Sublease shall not be considered a waiver of any other breach or default. Sublessor's consent to, or approval of any act by Sublessee requiring Sublessor's consent or approval shall not be deemed to waive or render unnecessary Sublessor's consent to or approval of any subsequent similar act by Sublessee. G. If either party commences an action or arbitration against the other party arisi ng out of or in connection with this Sublease, the prevailing party shall be entitled to have and to recover from the losing party reasonable attorney's fees and the costs of the suit or arbitration. Form 3.03 FF 10/96© STP 3030-11 This Sublease has been executed by the parties on , 19 . SUBLESSOR: ABC, INC. By: Its: SUBLESSEE: By: Its: