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THIS SUBLEASE AGREEMENT (the "Agreement") is entered into on this, ______________ _____, ________.








For and in consideration of the covenants and obligations contained herein the Sublessor and Subtenants do hereby agree as follows:


    The Sublessor is the lessee of the Premises by virtue of a lease, (the "Master Lease"), a copy of which is attached to this agreement, wherein is the lessor ("Master Lessor").

    This Sublease will always be subject to and subordinate to the Master Lease.

    The terms, conditions and respective obligations of Sublessor and Subtenants to each other under this Sublease will be the terms and conditions of the Master Lease except for those provisions of the Master Lease which are directly contradicted by this Agreement. In cases where they are contradictory, the terms of this Agreement will have control over the Master Lease. Therefore for the purposes of this Sublease, wherever in the Master Lease the word "Lessor" is used it will be considered as meaning the Sublessor in this contract and wherever in the Master Lease the word "Lessee" is used it will be considered as meaning the Subtenants herein.

    During the term of this Sublease and for all subsequent periods, for obligations which have come up before the termination of this Sublease, the Subtenants expressly assumes and agrees to perform and comply with, for the benefit of the Sublessor and the Master Lessor, every obligation of the Sublessor under the Master Lease("The Subtenants Assumed Obligations").

    The Subtenants will hold the Sublessor free and harmless from all liability, judgments, costs,damages, claims or demands including reasonable attorneys fees, arising out of the Subtenants failure to obey or perform the Subtenants Assumed Obligations.

    The Sublessor agrees to maintain the Master Lease during the entire term of this Sublease, subject however to any early termination of the Master Lease without the fault of the Sublessor, and to obey or perform the Sublessor's remaining Obligations and to hold the Subtenants free and harmless from all liability, judgments, costs, damges, claims or demands arising out of the Sublessor's failure to comply with or perform the Sublessor's Remaing Obligations.

    The Sublessor confirms to the Subtenants 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.

  2. PREMISES - :

    The Sublessor hereby subleases to the Subtenants and the Subtenants hereby subleases from the Sublessor for the amount of time indicated below, with the conditions described in this contract, that certain real property, including all improvements on the property, located at , (the "Premises").

  3. RENT
    Subtenants shall pay to Sublessor Dollars ($ USD) every (the "Rent"). Payments will be made on or before for the entire term of this Agreement. Payments can be made in the following forms: .
    Payments are to be made at In the event that any payment by Subtenants is returned for insufficient funds ("NSF") or a stop payment, Subtenants shall reimburse Sublessor any related charges or fees incurred. Sublessor may also require in writing that Subtenants pay Rent in cash for three months, and that all future Rent payments shall be remitted by Subtenants to Sublessor by money order or cashier's check.

  4. USE:

    The Premises will be used and occupied only for normal residential tenancy and for no other purposes.

    The Sublessor guarantees that the improvements on the Premises comply with all applicable covenants or restrictions of record and applicable building codes, regulations and ordinances in effect on the start date. This guarantee does not apply to the use to which the Subtenants will put the Premises or to any alternations or utility installations made or to be made by the Subtenants.

    The Subtenants is responsible for determing whether or not the zoning is appropriate for its intended use, and acknowledges that prior uses of the Premises may no longer be permitted. If the Premises do not comply with this guarantee, or in the event that the applicable requirements are changed afterwards, the rights and obligations of the Sublessor and the Subtenants will be explained and described in the Master Lease.

    The Subtenants acknowledges that:
    1. The Sublessor assigns and transfers to the Master Lessor the Sublessor's interest in this Agreement.
    2. The Master Lessor, by executing this document, agrees that until a default occurs in the performance of the Sublessor's Obligations under the Master Lease, which the Sublessor may receive, collect and enjoy the Rent accruing under this Sublease. However, if the Sublessor defaults in the performance of its obligations to Master Lessor, then the Master Lessor may, at its option, recieve and collect, directly from Subtenants, all Rent owning and to be owed under this Agreement. The Master Lessor will not, by reason of this assignment of the Agreement or by reason of the collection of the Rent from Subtenants, be considered liable to the Subtenants for any failure of the Sublessor to perform and comply with the Sublessor's Remaining Obligations.

    3. The Sublessor irrevocably authorizes and directs the Subtenants upon reciept of any written notice from the Master Lessor stating that a default exists in the performance of the Sublessor's obligations under the Master Lease, to pay to the Master Lessor the Rent due and that which will become due under the Agreement. The Sublessor agrees that the Subtenants will have the right to rely upon any such statement and request from the Master Lessor, and that the Subtenants will pay such Rent to the Master Lessor without any obligation or right to inquire as to whether such a default exists and regardless of any notice from or claim from the Sublessor to the contrary and the Sublessor will have no right or claim against the Subtenants for any such Rent so paid by Subtenants.
    4. No changes or modifications will be made to this Agreement without the consent of the Master Lessor.


      In the event that the Master Lease requires that the Sublessor obtain the consent of the Master Lessor to any subletting by the Sublessor, then this Agreement will not be effective unless, within ten (10) days of the date of signing, the Master Lessor signs this Agreement thereby giving its consent to this subletting.
    1. In the event that the obligations of the Sublessor under the Master Lease have been guaranteed by third parties, then neither this Agreement nor the Master Lessor's consent will be effective unless, within ten (10) days of the date of this signing, those guarantors sign this Agreement thereby giving their consnet to this Agreement.

    2. In the event that the Master Lessor does give such consent then:
      1. Such consent will not release the Sublessor of its obligations or alter the primary liability of the Sublessor to pay the Rent and perform and comply with all of the obligations of the Sublessor to be performed under the Master Lease.

      2. The collection of Reny by the Master Lessor from the Subtenants or anyone else responsible under the Master Lease will not be considered a waiver by the Master Lessor of any provisions of the Master Lease.

      3. The consent to this Agreement will not comprise consent to any subsequent subletting.

      4. In the event of any default of the Sublessor under the Master Lease, the Master Lessor may proceed directly against the Sublessor, any guarantors or anyone else liable under the Master Lease or this Agreement without first pursuing all the Master Lessor's remedies against any other person or entity liable thereon to the Master Lessor.

      5. The Master Lessor may permit subsequent sublettings and assignments of the Master Lease or this Agreement or any amendments or modifications to this lease without notifying the Sublessor or anyone else responsible under the Master Lease and without obtaining their consent and this will not relieve such persons from liability.

      6. In the event that the Sublessor should default in its obligations under the Master Lease, then the Master Lessor, at its option and without being obligated to do so, may require the Subtenants to remain as tenant after the transfer of ownership in which event the Master Lessor will undertake the obligations of the Sublessor under this Agreement from the time of the exercise of said option to termination of this Agreement, but the Master Lessor will not be liable for any prepaid Rent nor any Security Deposit paid by the Subtenants, nor will the Master Lessor be liable for any other defaults of the Sublessor under the Agreement.

    3. The signatures of the Master Lessor and any Guarantors of the Sublessor at the end of this document will represent their consent to the terms of this Agreement.

    4. The Master Lessor affirms that, to the best of the Master Lessor's knowledge, no default preently exists under the Master Lease of the obligations that are to be carried out by the Sublessor and that the Master Lease is in full force and effect.

    5. In the event that the Sublessor defaults under its obligations to be performed under the Master Lease by the Sublessor, the Master Lessor agrees to deliver to the Subtenants a copy of any such notice of default. The Subtenants will have the right to correct any default of the Sublessor described in any notice within ten (10) days after the service of such notice of default on the Subtenants. If the Var1b corrects such a default, then the Subtenants will have the right of reimbursement and offset from and against the Sublessor.


    If the Subtenants is in breach of this Agreement, and the Sublessor finds it necessary to enforce this Agreement, or collect rental or other damages through an attorney or in a legal action, the Sublessor shall be indemnified by the Subtenants for any reasonable attorneys' fees and out-of-pocket-costs which in any way relate to, or were precipitated by, the breach of this Agreement by the Subtenants.


    This Agreement shall be governed and construed in accordance with the laws of the State of .


    Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement.

The parties hereby indicate by their signatures below that they have read and agree with the terms and conditions of this Agreement in its entirety.
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