Common use of Compliance with Master Lease Clause in Contracts

Compliance with Master Lease. a. This Sublease and all of the covenants and agreements of Sublessor and all rights and privileges of Sublessee are subject to (1) all of the terms and conditions of the Master Lease; (2) the performance and observance by Master Lessor of all of its obligations and agreements under the Master Lease; and (3) all of the rights and privileges of Master Lessor and Sublessor under the Master Lease. The terms and conditions contained in the Master Lease are incorporated as terms and conditions of this Sublease, except for rent, term, security deposit and as otherwise set forth herein. If there is a conflict between the terms of this Sublease and the Master Lease, then as between Sublessor and Sublessee, the terms of this Sublease shall control. Sublessee shall pay the Minimum Rent directly to Sublessor, with Sublessor being responsible for paying directly to Master Lessor all Base Rent and Rent Adjustments due under the Master Lease. b. Sublessee shall not commit or permit to be committed on the Premises any act or omission that violates any term or condition of the Master Lease. c. Except as otherwise provided herein, Sublessor grants to Sublessee, for the duration of the Term of this Sublease, all of the rights and privileges granted Sublessor under the Master Lease as it relates to the Premises. Sublessor does not assume or agree to perform for Sublessee’s benefit any of the duties or obligations of the Master Lessor under the Master Lease. d. Sublessee indemnifies and agrees to hold Sublessor harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessee under the Master Lease or this Sublease and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. Sublessor indemnifies and agrees to hold Sublessee harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessor under the Master Lease or this Sublease (which breach is not caused by Sublessee) and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. e. On the Termination Date, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Master Lessor or Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Premises or the Building of which the Premises are a part, the exercise of such right by Master Lessor or Sublessor shall not constitute a default or breach hereunder. f. Sublessor shall not modify, amend or terminate the Master Lease without Sublessee’s prior written consent.

Compliance with Master Lease. a. This Sublease and all Subtenant will occupy the Subleased Premises in accordance with the terms of the covenants Master Lease and agreements will not suffer to be done, or omit to do, any act which may result in a violation of Sublessor or a default under the Master Lease, or render Sublandlord liable for any damage, charge or expense thereunder. Subtenant will indemnify, defend protect and all rights hold Sublandlord harmless from and privileges against any loss, cost, damage or liability (including reasonable attorneys’ fees) of Sublessee are subject any kind or nature arising out of, by reason of, or resulting from, Subtenant’s failure to (1) all perform or observe any of the terms and conditions of the Master Lease; Lease or this Sublease. Sublandlord convenants and agrees (2x) the performance and observance by Master Lessor to comply with all provisions of all of its obligations and agreements under the Master Lease; and (3) all of the rights and privileges of Master Lessor and Sublessor under the Master Lease. The terms and conditions contained in the Master Lease are incorporated applicable to the Subleased Premises so as terms and conditions to not cause an Event of this Sublease, except for rent, term, security deposit and as otherwise set forth herein. If there is a conflict between the terms of this Sublease and the Master Lease, then as between Sublessor and Sublessee, the terms of this Sublease shall control. Sublessee shall pay the Minimum Rent directly to Sublessor, with Sublessor being responsible for paying directly to Master Lessor all Base Rent and Rent Adjustments due under the Master Lease. b. Sublessee shall not commit or permit to be committed on the Premises any act or omission that violates any term or condition of the Master Lease. c. Except as otherwise provided herein, Sublessor grants to Sublessee, for the duration of the Term of this Sublease, all of the rights and privileges granted Sublessor Default under the Master Lease as it relates with respect to the Premises. Sublessor does this Sublease, (y) not assume to enter into any agreement amending or agree to perform for Sublessee’s benefit any of the duties or obligations of the Master Lessor under the Master Lease. d. Sublessee indemnifies and agrees to hold Sublessor harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessee under modifying the Master Lease or this Sublease and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. Sublessor indemnifies and agrees to hold Sublessee harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessor under the Master Lease or this Sublease (which breach is not caused by Sublessee) and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. e. On the Termination Date, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation in a way that would adversely affect Subtenant’s rights under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Master Lessor or Sublessor any right (z) not to terminate the Master Lease in other than a termination expressly permitted pursuant to the event terms of the partial or total damage, destruction, or condemnation of the Premises or the Building of which the Premises are a part, the exercise of such right by Master Lessor or Sublessor shall not constitute a default or breach hereunder. f. Sublessor shall not modify, amend or terminate the Master Lease without Sublesseeor a partial termination that does not adversely affect Subtenant’s prior written consentrights under this Sublease (collectively, the “Modification Covenants”). In the event that Sublandlord is in breach of the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to such breach. Any other provision in this Sublease to the contrary notwithstanding, Subtenant shall pay to Sublandlord as Rent hereunder any and all sums which Sublandlord may be required to pay the Landlord arising out of a request by Subtenant for, or the use by Subtenant of, additional or over-standard Building services from Landlord (for example, but not by way of limitation, charges associated with after-hour HVAC usage and overstandard electrical charges).

Compliance with Master Lease. a. This Sublease and all of During the covenants and agreements of Sublessor and all rights and privileges of Sublessee are subject to (1) all of Term, Subtenant will occupy the Subleased Premises in accordance with the terms and conditions of the Master Lease; (2) Lease and will not suffer to be done in or about the performance and observance by Master Lessor Subleased Premises, or omit to do in or about the Subleased Premises, any act which would result in a violation of all of its obligations and agreements or a default under the Master Lease; , or render Sublandlord liable for any damage, charge or expense thereunder. Subtenant will indemnify, defend protect and hold Sublandlord harmless from and against any loss, cost, damage or liability (3including attorneys’ fees) all of any kind or nature arising out of, by reason of, or resulting from, Subtenant’s failure to perform or observe any of the rights and privileges of Master Lessor and Sublessor under the Master Lease. The terms and conditions contained in the Master Lease are incorporated as terms and conditions of this Sublease, except or, to the extent incorporated herein, the Master Lease. Notwithstanding anything herein to the contrary, Subtenant is not responsible for rentthe acts or omissions of Sublandlord or its agents, termemployees, security deposit and as otherwise set forth hereincontractors or invitees. If there is a conflict between the terms of Any other provision in this Sublease to the contrary notwithstanding, Subtenant shall pay to Sublandlord as Rent hereunder any and all sums which Sublandlord may be required to pay the Landlord arising out of a request by Subtenant for, or the use by Subtenant of, additional or over-standard Building services from Landlord (for example, but not by way of limitation, charges associated with after-hour HVAC usage and over-standard electrical charges) in each case, in respect to the Subleased Premises. Sublandlord agrees to perform all of its obligations under the Master Lease and maintain the same in full force and effect, except to the extent that any failure to maintain the Master Lease is due to the failure of Subtenant to comply with any of its obligations under this Sublease, and provided further that the foregoing shall in no event limit the exercise by Sublandlord of any express rights it may have under the Master Lease, then as between Sublessor and Sublessee, the terms including without limitation any rights of this Sublease shall control. Sublessee shall pay the Minimum Rent directly to Sublessor, with Sublessor being responsible for paying directly to Master Lessor all Base Rent and Rent Adjustments due under the Master Lease. b. Sublessee shall not commit or permit to be committed on the Premises any act or omission that violates any term or condition termination of the Master LeaseLease following a casualty or condemnation. c. Except as otherwise provided herein, Sublessor grants to Sublessee, for the duration of the Term of this Sublease, all of the rights and privileges granted Sublessor under the Master Lease as it relates to the Premises. Sublessor does not assume or agree to perform for Sublessee’s benefit any of the duties or obligations of the Master Lessor under the Master Lease. d. Sublessee indemnifies and agrees to hold Sublessor harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessee under the Master Lease or this Sublease and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. Sublessor indemnifies and agrees to hold Sublessee harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessor under the Master Lease or this Sublease (which breach is not caused by Sublessee) and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. e. On the Termination Date, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Master Lessor or Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Premises or the Building of which the Premises are a part, the exercise of such right by Master Lessor or Sublessor shall not constitute a default or breach hereunder. f. Sublessor shall not modify, amend or terminate the Master Lease without Sublessee’s prior written consent.

Compliance with Master Lease. a. This Sublease and all Subtenant agrees that it will occupy the Subleased Premises in accordance with the terms of the covenants Master Lease and agreements each party agrees that it will not do or omit to do or permit any act which may result in a violation of Sublessor and all rights and privileges of Sublessee are subject to (1) all or a default under any of the terms and conditions of the Master Lease; (2) the performance , or render Sublandlord or Subtenant liable for any damage, charge or expense thereunder. Except as otherwise expressly provided herein, Sublandlord will perform its covenants and observance by Master Lessor of all of its obligations and agreements under the Master Lease; and (3) all Lease which do not require for their performance possession of the rights Subleased Premises and privileges which are not otherwise to be performed hereunder by Subtenant on behalf of Master Lessor Sublandlord. Each party further covenants and Sublessor under agrees to indemnify the Master Lease. The terms other party against and conditions contained in hold the Master Lease are incorporated as other harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (including attorneys fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, such party's failure to perform or observe any of the terms and conditions of this Sublease, except for rent, term, security deposit and as otherwise set forth herein. If there is a conflict between the terms of this Sublease and the Master Lease, then as between Sublessor and Sublessee, the terms of this Sublease shall control. Sublessee shall pay the Minimum Rent directly to Sublessor, with Sublessor being responsible for paying directly to Master Lessor all Base Rent and Rent Adjustments due under the Master Lease. b. Sublessee shall not commit or permit to be committed on the Premises any act or omission that violates any term or condition of the Master Lease. c. Except as otherwise provided herein, Sublessor grants to Sublessee, for the duration of the Term of this Sublease, all of the rights and privileges granted Sublessor under the Master Lease as it relates to the Premises. Sublessor does not assume or agree to perform for Sublessee’s benefit any of the duties or obligations of the Master Lessor under the Master Lease. d. Sublessee indemnifies and agrees to hold Sublessor harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessee under the Master Lease or this Sublease. Any other provision in this Sublease and all costs and expensesto the contrary notwithstanding, including reasonable attorneys’ fees, incurred on account of the same. Sublessor indemnifies and agrees Subtenant shall pay to hold Sublessee harmless from and against Sublandlord as Rent hereunder any and all claimssums which Sublandlord may be required to pay Landlord arising out of a request by Subtenant for, liabilitiesor use by Subtenant of, damages additional or over-standard Building services from Landlord (for example, but not by way of limitation, charges associated with after-hour HVAC usage and losses arising by reason overstandard electrical charges). Sublandlord shall not amend or modify the Master Lease in any manner that would increase Subtenant's obligations (other than in a de minimis manner, such as adding additional notice recipients) or adversely affect Subtenant's rights under this Sublease without the consent of the breach of Subtenant, which may be granted or withheld in Subtenant's sole discretion. Nothing set forth in this Sublease will preclude Sublandlord from exercising any covenant, agreement or obligation to be observed or performed by Sublessor rights under the Master Lease or this Sublease (which breach is not caused by Sublessee) and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. e. On the Termination Date, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Master Lessor or Sublessor any right to terminate the Master Lease in the event of the partial casualty or total damage, destruction, or condemnation of the Premises or the Building of which the Premises are a part, the exercise of such right by Master Lessor or Sublessor shall not constitute a default or breach hereundercondemnation. f. Sublessor shall not modify, amend or terminate the Master Lease without Sublessee’s prior written consent.

Compliance with Master Lease. a. This Sublease and all (a) Subtenant agrees that it will occupy the Subleased Premises in accordance with the terms of the covenants Master Lease and agreements will not suffer to be done or omit to do any act which may result in a violation of Sublessor and all rights and privileges of Sublessee are subject to (1) all or a default under any of the terms and conditions of the Master Lease; (2) the performance and observance by Master Lessor of all of its obligations and agreements under the Master Lease; and (3) all , including, without limitation, surrendering possession of the rights Subleased Premises to Sublandlord no later than the expiration or termination date of the Sublease, or render Sublandlord liable for any damage, charge or expense thereunder. Subtenant further covenants and privileges agrees to indemnify Sublandlord against and hold Sublandlord harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (including, but not limited to, reasonable attorney's fees) and damages of Master Lessor and Sublessor under any kind or nature whatsoever arising out of, by reason of, or resulting from, Subtenant's failure to perform or observe any of the Master Lease. The terms and conditions contained in the Master Lease are incorporated as terms and conditions of this Sublease, except for rent, term, security deposit and as otherwise set forth herein. If there is a conflict between the terms of this Sublease and the Master Lease, then as between Sublessor and Sublessee, the terms of this Sublease shall control. Sublessee shall pay the Minimum Rent directly to Sublessor, with Sublessor being responsible for paying directly to Master Lessor all Base Rent and Rent Adjustments due under the Master Lease. b. Sublessee shall not commit or permit to be committed on the Premises any act or omission that violates any term or condition of the Master Lease. c. Except as otherwise provided herein, Sublessor grants to Sublessee, for the duration of the Term of this Sublease, all of the rights and privileges granted Sublessor under the Master Lease as it relates to the Premises. Sublessor does not assume or agree to perform for Sublessee’s benefit any of the duties or obligations of the Master Lessor under the Master Lease. d. Sublessee indemnifies and agrees to hold Sublessor harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessee under the Master Lease or this Sublease. Any other provision in this Sublease and all costs and expensesto the contrary notwithstanding, including reasonable attorneys’ fees, incurred on account of the same. Sublessor indemnifies and agrees Subtenant shall pay to hold Sublessee harmless from and against Sublandlord as Rent hereunder any and all claims, liabilities, damages and losses sums which Sublandlord may be required to pay to Landlord arising out of a request by reason Subtenant for additional Building services from Landlord (b) Subtenant agrees that Sublandlord shall not be required to perform any of the breach covenants, agreements and/or obligations of any covenant, agreement or obligation to be observed or performed by Sublessor Landlord under the Master Lease or this Sublease (which breach is not caused by Sublessee) and all costs and expensesand, including reasonable attorneys’ fees, incurred on account insofar as any of the same. e. On covenants, agreements and obligations of Sublandlord hereunder are required to be performed under the Termination DateMaster Lease by Landlord thereunder, this Sublease shall terminate Subtenant acknowledges and the parties agrees that Sublandlord shall be relieved entitled to look to Landlord for such performance. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any further liability such services or obligation facilities shall give rise to any (i) abatement, diminution or reduction of Subtenant's obligations under this Sublease, provided however, that if or (ii) liability on the Master Lease terminates as a result part of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such terminationSublandlord. Notwithstanding the foregoing, if Sublandlord shall promptly take such action as may reasonably be indicated, under the Master Lease gives Master Lessor or Sublessor any right circumstances, to terminate secure such performance upon Subtenant's request to Sublandlord to do so and shall thereafter diligently prosecute such performance on the Master Lease in the event part of the partial or total damage, destruction, or condemnation of the Premises or the Building of which the Premises are a part, the exercise of such right by Master Lessor or Sublessor shall not constitute a default or breach hereunderLandlord. f. Sublessor shall not modify, amend or terminate the Master Lease without Sublessee’s prior written consent.

Compliance with Master Lease. a. This Sublease and all (a) Subtenant agrees that it will occupy the Subleased Premises in accordance with the terms of the covenants Master Lease and agreements will not suffer to be done or omit to do any act which will result in a violation of Sublessor and all rights and privileges of Sublessee are subject to (1) all or a default under any of the terms and conditions of the Master Lease; (2) , including, without limitation, surrendering possession of the performance and observance by Master Lessor Subleased Premises to Sublandlord no later than the expiration or termination date of all of its obligations and agreements under the Master Lease; , or render Sublandlord liable for any damage, charge or expense thereunder. Subtenant further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (3including attorneys fees) all and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Subtenant's failure to perform or observe any of the rights and privileges of Master Lessor and Sublessor under the Master Lease. The terms and conditions contained in the Master Lease are incorporated as terms and conditions of the Master Lease (to the extent that Subtenant is obligated hereby to perform such matters) or this Sublease. Any other provision in this Sublease to the contrary notwithstanding, Subtenant shall pay to Sublandlord as Rent hereunder any and all sums which Sublandlord may be required to pay the 5 Landlord arising out of a request by Subtenant for additional Building services from Landlord (e.g., charges associated with after-hour HVAC usage and overstandard electrical charges). (b) Subtenant agrees that Sublandlord shall not be required to perform any of the covenants, agreements and/or obligations of Landlord under the Master Lease and, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to be performed under the Master Lease by Landlord thereunder, Subtenant required to be performed under the Master Lease by Landlord thereunder, Subtenant acknowledges and agrees that Sublandlord shall be entitled to look to Landlord for such performance. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) abatement, diminution or reduction of Subtenant's obligations under this Sublease, except for rentor (ii) liability on the part of Sublandlord. Notwithstanding the foregoing, termSublandlord shall promptly take such action as may reasonably be indicated, security deposit under the circumstances, to secure such performance upon Subtenant's request to Sublandlord to do so and shall thereafter diligently prosecute such performance on the part of Landlord. (c) In the event that Subtenant holds over after the Expiration Date, Sublandlord shall have the same rights and remedies against Subtenant as otherwise set forth herein. If there is a conflict between the terms of this Sublease and Landlord has against Sublandlord under the Master LeaseLease and, then in addition to any damages, costs and expenses incurred by Sublandlord as between Sublessor a result of such holding over, Subtenant shall be liable to Sublandlord for all damages and Sublessee, the terms of this Sublease shall control. Sublessee shall pay the Minimum Rent directly to Sublessor, with Sublessor being responsible payments that Sublandlord is liable for paying directly to Master Lessor all Base Rent and Rent Adjustments due under the Master Lease. b. Sublessee shall not commit or permit to be committed on the Premises any act or omission that violates any term or condition of the Master Lease. c. Except as otherwise provided herein, Sublessor grants to Sublessee, for the duration of the Term of this Sublease, all of the rights and privileges granted Sublessor under the Master Lease as it relates to the Premises. Sublessor does not assume or agree to perform for Sublessee’s benefit any of the duties or obligations of the Master Lessor under the Master Lease. d. Sublessee indemnifies and agrees to hold Sublessor harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessee under the Master Lease or this Sublease and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. Sublessor indemnifies and agrees to hold Sublessee harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessor under the Master Lease or this Sublease (which breach is not caused by Sublessee) and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. e. On the Termination Date, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Master Lessor or Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Premises or the Building of which the Premises are a part, the exercise of such right by Master Lessor or Sublessor shall not constitute a default or breach hereunder. f. Sublessor shall not modify, amend or terminate the Master Lease without Sublessee’s prior written consent.

Compliance with Master Lease. a. This Sublease and all (a) Subtenant agrees that it will occupy the Premises in accordance with the terms of the covenants Master Lease and agreements will not suffer to be done or omit to do any act which may result in a violation of Sublessor and all rights and privileges of Sublessee are subject to (1) all or a default under any of the terms and conditions of the Master Lease; , or render Sublandlord liable for any damage, charge or expense thereunder. Subtenant further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (2including attorneys’ fees) the performance and observance damages of any kind or nature whatsoever arising out of, by Master Lessor of all of its obligations and agreements under the Master Lease; and (3) all reason of, or resulting from, Subtenant’s failure to perform or observe any of the rights and privileges of Master Lessor and Sublessor under the Master Lease. The terms and conditions contained in the Master Lease are incorporated as terms and conditions of the Master Lease or this Sublease, except provided that in no event shall Subtenant be liable for rent, term, security deposit and the payment of any Base Rent (as otherwise set forth herein. If there such term is a conflict between the terms of this Sublease and defined in the Master Lease, then as between Sublessor and Sublessee, the terms of this Sublease shall control. Sublessee shall pay the Minimum Rent directly to Sublessor, with Sublessor being responsible for paying directly to Master Lessor all Base Rent and Rent Adjustments ) due under the Master Lease. b. Sublessee (b) Subtenant agrees that Sublandlord shall not commit or permit be required to be committed on the Premises perform any act or omission that violates any term or condition of the Master Lease. c. Except as otherwise provided hereincovenants, Sublessor grants to Sublessee, for the duration agreements and/or obligations of the Term of this Sublease, all of the rights and privileges granted Sublessor Landlord under the Master Lease and, insofar as it relates to the Premises. Sublessor does not assume or agree to perform for Sublessee’s benefit any of the duties or covenants, agreements and obligations of Sublandlord hereunder are required to be performed under the Master Lessor Lease by Landlord thereunder, Subtenant acknowledges and agrees that Sublandlord shall be entitled to look to Landlord for such performance. In addition, Sublandlord shall have no obligation to perform any improvements or repairs or any other obligation of Landlord under the Master Lease. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) abatement, diminution or reduction of Subtenant’s obligations under this Sublease, except to the extent such event results in an abatement, diminution or reduction of Sublandlord’s obligations under the Master Lease, or (ii) liability on the part of Sublandlord. Notwithstanding any provision of this Section 5.2(b) to the contrary, upon Subtenant’s request to Sublandlord to do so, Sublandlord shall promptly take all actions reasonably necessary under the circumstances in a good faith effort to secure performance by Landlord of Landlord’s obligations under the Master Lease. d. Sublessee indemnifies and agrees (c) Without limiting any other provision of this Sublease, Subtenant shall pay to hold Sublessor harmless from and against Sublandlord as Rent hereunder any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation sums which Sublandlord may be required to be observed or performed by Sublessee pay to Landlord under the Master Lease with respect to personal property or this Sublease similar taxes assessed on Subtenant’s equipment, furniture, fixtures and all costs personal property, obligations arising out of a request by Subtenant for, or the use by Subtenant of, additional or over-standard Building services from Landlord (including, but not limited to, charges associated with after-hours HVAC usage and overstandard electrical charges), charges arising out of a request by Subtenant for alterations or additions to the Premises, charges for additional keys, and any other expenses, taxes and charges payable by the tenant under the Master Lease with respect to the Premises, provided that Subtenant is not obligated to pay any Base Rent (as defined in the Master Lease) due under the Master Lease and is only obligated to pay Building Direct Expenses to the extent provided in Section 3.2 above. Subtenant also agrees to notify Sublandlord prior to requesting any such service or work. Sublandlord represents and warrants that other than Base Rent, Tenant’s Share of increases in Building Direct Expenses, and the telecommunications license fee referenced in Section 3.3 above, Tenant is not obligated to pay any other regularly recurring fees or charges under the Master Lease. (d) Sublandlord represents and warrants that as of the date of this Sublease, Sublandlord is not in default of its obligations under the Master Lease. Sublandlord agrees that it will not (i) suffer to be done or omit to do any act which may result in a violation of or a default under any of the terms and conditions of the Master Lease (provided, however, that the foregoing shall in no event include any act or omission of Subtenant or any employee, agent, contractor or invitee of Subtenant), (ii) enter into any agreement or amendment that terminates or modifies the Master Lease in any respect, or (iii) exercise any right under the Master Lease, without the prior written consent of Subtenant, that will result in a termination or modification of the Master Lease. Sublandlord further covenants and agrees to indemnify Subtenant against and hold harmless Subtenant from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (including reasonable attorneys’ fees) and damages incurred by Subtenant and arising out of, incurred on account of the same. Sublessor indemnifies and agrees to hold Sublessee harmless from and against any and all claims, liabilities, damages and losses arising by reason of, or resulting from, Sublandlord’s breach or default under this Sublease (including any breach or default of the breach clause (i), (ii) or (iii) of any covenantthis Section 5.2(d)), agreement or obligation to be observed or performed by Sublessor under the Master Lease (except to the extent such breach or this Sublease (which default under the Master Lease is the result of a breach is not caused or default by Sublessee) and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. e. On the Termination Date, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation Subtenant under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Master Lessor or Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Premises or the Building of which the Premises are a part, the exercise of such right by Master Lessor or Sublessor shall not constitute a default or breach hereunder). f. Sublessor shall not modify, amend or terminate the Master Lease without Sublessee’s prior written consent.

Compliance with Master Lease. a. This Sublease and all (a) Subtenant agrees that it will occupy the Subleased Premises in accordance with the terms of the covenants Master Lease and agreements will not suffer to be done or omit to do any act which will result in a violation of Sublessor and all rights and privileges of Sublessee are subject to (1) all or a default under any of the terms and conditions of the Master Lease; (2) , including, without limitation, surrendering possession of the performance and observance by Master Lessor Subleased Premises to Sublandlord no later than the expiration or termination date of all of its obligations and agreements under the Master Lease; , or render Sublandlord liable for any damage, charge or expense thereunder. Subtenant further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (3including attorneys fees) all and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Subtenant's failure to perform or observe any of the rights and privileges of Master Lessor and Sublessor under the Master Lease. The terms and conditions contained in the Master Lease are incorporated as terms and conditions of the Master Lease (to the extent that Subtenant is obligated hereby to perform such matters) or this Sublease, except for rent, term, security deposit and as otherwise set forth herein. If there is a conflict between the terms of Any other provision in this Sublease and to the Master Leasecontrary notwithstanding, then as between Sublessor and Sublessee, the terms of this Sublease shall control. Sublessee Subtenant shall pay to Sublandlord as Rent hereunder any and all sums which Sublandlord may be required to pay the Minimum Rent directly to Sublessor, Landlord arising out of a request by Subtenant for additional Building services from Landlord (e.g. charges associated with Sublessor being responsible for paying directly to Master Lessor all Base Rent after-hour HVAC usage and Rent Adjustments due under the Master Leaseoverstandard electrical charges). b. Sublessee (b) Subtenant agrees that Sublandlord shall not commit or permit be required to be committed on the Premises perform any act or omission that violates any term or condition of the Master Lease. c. Except as otherwise provided hereincovenants, Sublessor grants to Sublessee, for the duration agreements and/or obligations of the Term of this Sublease, all of the rights and privileges granted Sublessor Landlord under the Master Lease and, insofar as it relates to the Premises. Sublessor does not assume or agree to perform for Sublessee’s benefit any of the duties or covenants, agreements and obligations of the Master Lessor under the Master Lease. d. Sublessee indemnifies and agrees to hold Sublessor harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation Sublandlord hereunder are required to be observed or performed by Sublessee under the Master Lease or this Sublease and all costs and expensesby Landlord thereunder, including reasonable attorneys’ fees, incurred on account of the same. Sublessor indemnifies Subtenant acknowledges and agrees to hold Sublessee harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessor under the Master Lease or this Sublease (which breach is not caused by Sublessee) and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. e. On the Termination Date, this Sublease shall terminate and the parties that Sublandlord shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable entitled to the nondefaulting party look to Landlord for the damage suffered as a result of such terminationperformance. Notwithstanding the foregoing, if the Master Lease gives Master Lessor or Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Premises or the Building of which the Premises are a part, the exercise of such right by Master Lessor or Sublessor Sublandlord shall not constitute a default be responsible for any failure or breach hereunder. f. Sublessor shall not modifyinterruption, amend or terminate the Master Lease without Sublessee’s prior written consent.for any reason

Compliance with Master Lease. a. (a) This Sublease and all of the covenants and agreements of Sublessor and all rights and privileges interests of Sublessee are Subtenant hereunder shall be subject and subordinate to (1) the Master Lease. . The rights and obligations of Landlord under the Master Lease with respect to any part or all of the terms Subleased Premises shall not be in any way affected or modified by this Sublease. Except for Articles 1, 22, 29, 30 (expect as amended hereby), 39, 45 and 46 and Exhibits A, Exhibit C, Exhibit D and Exhibit E of the Master Lease, Article 1 through 10 of the First Modification and Article 3b, Article 4, the 2nd subparagraph (other than the 1st sentence thereof) of Section 5a. Sections 8 and 11 of the Second Modification, Subtenant shall be bound by, and covenants and agrees to perform and comply with, all of the terms, provisions, covenants and conditions of the Master Lease; Lease (2excepting, however, those terms, provisions, covenants and conditions which are inconsistent with the agreements and provisions of this Sublease) applicable to Sublandlord or the Premises, or the use and occupancy thereof with each reference therein to (i) “Landlord” and “Tenant” to be deemed to refer to Sublandlord and Subtenant, respectively, (ii) “Rent” or “rent” to be deemed to be the Base Rent set forth in Section 3 hereof, (iii) “Term” to be deemed to refer to the Sublease Term, and (iv) the performance and observance by Master Lessor of all of its obligations and agreements “Lease” to be deemed to refer to this Sublease. (b) Subtenant shall not do, suffer or permit anything to be done which would result in a default under the Master Lease; , or cause the Master Lease to be terminated or Sublandlord to suffer or incur any liability, loss, cost, expense or damage. Subtenant agrees to comply with all rules and (3) all regulations which may be adopted by Landlord with respect to the Premises or the Building. Subtenant shall be required at its sole cost and expense to obtain the consent of Landlord with respect to any matter or thing required by Subtenant during the rights and privileges term of Master Lessor and Sublessor this Sublease which requires Landlord’s consent under the Master Lease. The terms and conditions contained in Any consent of Landlord automatically shall be deemed the consent of Sublandlord. In the event Sublandlord shall receive written notice from Landlord of an alleged default caused by Subtenant under the Master Lease are incorporated as terms and conditions of this Subleasewith respect to the Premises, except for rent, term, security deposit and as otherwise set forth herein. If there is a conflict between the terms default arising from Sublandlord’s failure to pay Rent or additional rent under Article 1 of this Sublease and the Master Lease, then as between Sublessor and Sublessee, the terms of this Sublease shall control. Sublessee shall pay the Minimum Rent directly to Sublessor, with Sublessor being responsible for paying directly to Master Lessor all Base Rent and Rent Adjustments due Escalations under the Master Lease. b. Sublessee shall not commit or permit to be committed on the Premises any act or omission that violates any term or condition Article 30 of the Master Lease. c. Except , Sublandlord shall give written notice of such default to Subtenant and Subtenant shall immediately undertake any and all actions required to cure such alleged default. In the event Subtenant fails to undertake such action within the applicable cure or grace periods set forth in Section 12 hereof, in addition to and without waiving any other legal or equitable remedies Sublandlord may have with respect thereto, Sublandlord may elect to enter the Premises pursuant to applicable legal proceedings and take such action and to incur such costs, fees and expenses as otherwise provided herein, Sublessor grants Sublandlord shall deem necessary or desirable to Sublessee, for cure such alleged default. In the duration event of the Term of this Sublease, all of the rights and privileges granted Sublessor a default under the Master Lease as it relates to the Premises. Sublessor does not assume continuing beyond any applicable cure or agree to perform for Sublessee’s benefit any of the duties or obligations of the Master Lessor under the Master Lease. d. Sublessee indemnifies grace period which is caused by Subtenant, Subtenant covenants and agrees 4454311.3 to hold Sublessor harmless from immediately pay Sublandlord any reasonable, out of pocket costs, fees and against any and all claims, liabilities, damages and losses arising expenses actually incurred by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessee under the Master Lease or this Sublease and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. Sublessor indemnifies and agrees to hold Sublessee harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessor under the Master Lease or this Sublease (which breach is not caused by Sublessee) and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. e. On the Termination Date, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a Sublandlord in connection with such default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Master Lessor or Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Premises or the Building of which the Premises are a part, the exercise of such right by Master Lessor or Sublessor shall not constitute a default or breach hereundercure thereof. f. Sublessor shall not modify, amend or terminate the Master Lease without Sublessee’s prior written consent.

Compliance with Master Lease. a. This During the Sublease Term, Subtenant agrees to perform and all comply with, for the benefit of Sublandlord and Landlord, the obligations of Sublandlord, as “Tenant,” under the Master Lease, as they pertain to the Subleased Premises, to the extent such obligations are incorporated herein, except where Sublandlord has expressly retained such obligations. Subtenant agrees that it will occupy the Subleased Premises in accordance with the terms of the covenants Master Lease as incorporated herein and agreements will not suffer to be done or omit to do any act which may result in a violation of Sublessor and all rights and privileges of Sublessee are subject to (1) all or a default under any of the terms and conditions of the Master Lease; (2) . Provided that Subtenant is not in default under this Sublease, Sublandlord agrees that it will comply with the performance and observance by Master Lessor terms of all of its obligations and agreements under the Master Lease; Lease and (3) all will not suffer to be done or omit to do any act which may result in a violation of or a default under any of the rights terms and privileges conditions of Master Lessor and Sublessor under the Master Lease. The terms Subtenant further covenants and conditions contained in agrees to indemnify Sublandlord against and hold Sublandlord harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (including reasonable attorneys’ fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Subtenant's failure to perform or observe any of the Master Lease are incorporated as terms and conditions of this Sublease, except for rent, term, security deposit and as otherwise set forth herein. If there is a conflict between the terms of this Sublease and the Master Lease, then as between Sublessor and Sublessee, the terms of this Sublease shall control. Sublessee shall pay the Minimum Rent directly to Sublessor, with Sublessor being responsible for paying directly to Master Lessor all Base Rent and Rent Adjustments due under the Master Lease. b. Sublessee shall not commit or permit to be committed on the Premises any act or omission that violates any term or condition of the Master Lease. c. Except as otherwise provided herein, Sublessor grants to Sublessee, for the duration of the Term of this Sublease, all of the rights and privileges granted Sublessor under the Master Lease as it relates to the Premises. Sublessor does not assume or agree to perform for Sublessee’s benefit any of the duties or obligations of the Master Lessor under the Master Lease. d. Sublessee indemnifies and agrees to hold Sublessor harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessee under the Master Lease or this Sublease and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the sameSublease. Sublessor indemnifies and agrees to hold Sublessee harmless from and against any and all claims, liabilities, damages and losses arising by reason of the Sublandlord will indemnify Subtenant for its breach of any covenant, agreement or obligation to be observed or performed by Sublessor obligations under the Master Lease or this Sublease (which breach is not caused by Sublessee) and all costs and expensesSubtenant; or, including reasonable attorneys’ fees, incurred on account if Subtenant was not the sole cause of the same. e. On breach but contributed thereto, Sublandlord’s indemnification shall only apply to that portion of the Termination Date, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as breach which was not a result of a default or breach by Sublessor or Sublessee under Subtenant’s contribution. Any other provision in this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party contrary notwithstanding, Subtenant shall pay to Sublandlord as Rent hereunder any and all sums which Sublandlord may be required to pay the Landlord arising out of a request by Subtenant for the damage suffered as a result of such termination. Notwithstanding the foregoingadditional Building services from Landlord, if the Master Lease gives Master Lessor or Sublessor any right and which Landlord bills to terminate the Master Lease in the event of the partial or total damageSublandlord (e.g., destruction, or condemnation of the Premises or the Building of which the Premises are a part, the exercise of such right by Master Lessor or Sublessor shall not constitute a default or breach hereundercharges associated with non-scheduled common area maintenance). f. Sublessor shall not modify, amend or terminate the Master Lease without Sublessee’s prior written consent.

Compliance with Master Lease. a. This Sublease Notwithstanding anything to the contrary contained in this Sublease, Subtenant shall not do or permit anything to be done by its employees, agents, contractors, invitees, or any other party by, through or under Subtenant 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 by virtue of any rights of termination or forfeiture reserved by or vested in Master Landlord. Subtenant shall indemnify, defend and hold Sublandlord harmless from and against any and all of the covenants losses, claims, liabilities, damages, costs or expenses (including, without limitation, reasonable attorneys’ fees and agreements of Sublessor and all rights and privileges of Sublessee are subject disbursements) arising from Subtenant’s failure to (1) all perform or observe any of the terms and conditions of the Master Lease; Lease (2as and to the extent incorporated herein) the performance and observance by Master Lessor of all of its or this Sublease. Subtenant’s obligations and agreements indemnity in this Section shall survive the expiration or sooner termination of this Sublease. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall not do or permit anything to be done by its employees, agents, contractors, invitees, or any other party by, through or under the Master Lease; and (3) all Sublandlord which would constitute a violation or breach of any of the rights and privileges terms, conditions or provisions of Master Lessor and Sublessor under the Master Lease. The terms and conditions contained in the Master Lease are incorporated as terms and conditions of this Sublease, except for rent, term, security deposit and as otherwise set forth herein. If there is a conflict between the terms of this Sublease and the Master Lease, then as between Sublessor and Sublessee, the terms of this Sublease shall control. Sublessee shall pay the Minimum Rent directly to Sublessor, with Sublessor being responsible for paying directly to Master Lessor all Base Rent and Rent Adjustments due under the Master Lease. b. Sublessee shall not commit or permit to be committed on the Premises any act or omission that violates any term or condition of the Master Lease. c. Except as otherwise provided herein, Sublessor grants to Sublessee, for the duration of the Term of this Sublease, all of the rights and privileges granted Sublessor under which would cause the Master Lease as it relates to the Premisesbe terminated or forfeited by virtue of any rights of termination or forfeiture reserved by or vested in Master Landlord. Sublessor does not assume or agree to perform for Sublessee’s benefit any of the duties or obligations of the Master Lessor under the Master Lease. d. Sublessee indemnifies Sublandlord shall indemnify, defend and agrees to hold Sublessor Subtenant harmless from and against any and all losses, claims, liabilities, damages damages, costs or expenses (including, without limitation, reasonable attorneys’ fees and losses disbursements) arising by reason from Sublandlord’s failure to perform or observe any of the breach terms and conditions of any covenant, agreement or obligation to be observed or performed by Sublessee under the Master Lease or this Sublease applicable to Sublandlord. Sublandlord’s obligations and all costs and expenses, including reasonable attorneys’ fees, incurred on account indemnity in this Section shall survive the expiration or sooner termination of the same. Sublessor indemnifies and agrees to hold Sublessee harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessor under the Master Lease or this Sublease (which breach is not caused by Sublessee) and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. e. On the Termination Date, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Master Lessor or Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Premises or the Building of which the Premises are a part, the exercise of such right by Master Lessor or Sublessor shall not constitute a default or breach hereunder. f. Sublessor shall not modify, amend or terminate the Master Lease without Sublessee’s prior written consent.

Compliance with Master Lease. a. This Sublease (a) During the Term and for all periods thereafter with respect to obligations which arise prior to the termination of this Sublease, Subtenant shall perform and comply with, for the benefit of Sublandlord and Landlord, the obligations of Tenant under the Master Lease which pertain to the Subleased Premises and/or this Sublease. Without limiting the generality of the covenants foregoing statement, Subtenant shall occupy and agreements use the Subleased Premises in compliance with the terms of Sublessor the Master Lease applicable to the Subleased Premises, and all rights and privileges will not do or permit any act or omission which may result in a violation of Sublessee are subject to (1) all or a default under any of the terms and conditions of the Master Lease; , or render Sublandlord liable for any damage, charge, lien, penalty or expense thereunder. (2b) the performance and observance by Master Lessor of all of its obligations and agreements under the Master Lease; and (3) all Subtenant agrees that Sublandlord shall not be required to perform any of the rights and privileges obligations, agreements or undertakings of Master Lessor and Sublessor Landlord under the Master Lease. The terms and conditions contained in Insofar as any of the obligations, agreements or undertakings of Sublandlord under this Sublease are required to be performed under the Master Lease are incorporated by Landlord, Sublandlord shall use reasonable efforts to seek and obtain Landlord's performance thereof and shall otherwise have no duty, obligation or liability with respect to Landlord's failure to do so. Any condition resulting from a default by Landlord shall not constitute, as terms between Sublandlord and conditions Subtenant, an actual or constructive eviction of Subtenant. No such default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, except or entitle Subtenant to receive any reduction in or abatement of the rent provided for rentin this Sublease. In furtherance of the foregoing, term, security deposit Subtenant hereby waives any cause of action and as otherwise set forth herein. If there is a conflict between the terms any right to bring any action against Sublandlord by reason of this Sublease and the Master Lease, then as between Sublessor and Sublessee, the terms any act or omission of this Sublease shall control. Sublessee shall pay the Minimum Rent directly to Sublessor, with Sublessor being responsible for paying directly to Master Lessor all Base Rent and Rent Adjustments due Landlord under the Master Lease. b. Sublessee shall not commit or permit to be committed on the Premises any act or omission that violates any term or condition of the Master Lease. c. Except as otherwise provided herein, Sublessor grants to Sublessee, for the duration of the Term of this Sublease, all of the rights and privileges granted Sublessor under the Master Lease as it relates to the Premises. Sublessor does not assume or agree to perform for Sublessee’s benefit any of the duties or obligations of the Master Lessor under the Master Lease. d. Sublessee indemnifies and agrees to hold Sublessor harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessee under the Master Lease or this Sublease and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. Sublessor indemnifies and agrees to hold Sublessee harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessor under the Master Lease or this Sublease (which breach is not caused by Sublessee) and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. e. On the Termination Date, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Master Lessor or Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Premises or the Building of which the Premises are a part, the exercise of such right by Master Lessor or Sublessor shall not constitute a default or breach hereunder. f. Sublessor shall not modify, amend or terminate the Master Lease without Sublessee’s prior written consent.

Compliance with Master Lease. a. This Sublease and all Subtenant will occupy the Subleased Premises in accordance with the terms of the covenants Master Lease and agreements will not suffer to be done, or omit to do, any act which may result in a violation of Sublessor or a default under the Master Lease, or render Sublandlord liable for any damage, charge or expense thereunder. Except to the extent caused by the gross negligence or willful misconduct of Sublandlord, its agents, employees or contractors, Subtenant will indemnify, defend protect and all rights hold Sublandlord harmless from and privileges against any loss, cost, damage or liability (including reasonable attorneys’ fees) of Sublessee any kind or nature arising out of, by reason of, or resulting from, (i) Subtenant’s failure to perform or observe any of the terms and conditions of (x) the Master Lease which are subject Subtenant’s obligation to perform or observe pursuant to this Sublease, or (1y) all this Sublease, or (ii) any accident, damage or injury to any person or property occurring in, on or about the Subleased Premises after the Early Access Date, or any work done in or to the Subleased Premises after the Early Access Date; or (iii) the negligent acts or omissions of Subtenant, its agents, employees, or contractors. Except to the extent caused by the negligence or willful misconduct of Subtenant, its agents, employees or contractors, Sublandlord will indemnify, protect and hold Subtenant harmless from and against any loss, cost, damage or liability (including reasonable attorneys’ fees) of any kind or nature arising out of, by reason of, or resulting from, (i) Sublandlord’s failure to perform or observe any of the terms and conditions of the Master Lease; Lease (2unless caused by Subtenant’s breach or default under this Sublease) or of this Sublease beyond any applicable notice and cure periods, or (ii) the performance and observance by Master Lessor gross negligence or willful misconduct of all of Sublandlord, its obligations and agreements under the Master Lease; and (3) all of the rights and privileges of Master Lessor and Sublessor under the Master Leaseagents, employees or contractors. The terms and conditions contained indemnifications in this Section 5(b) will survive the Master Lease are incorporated as terms and conditions expiration or sooner termination of this Sublease, except for rent, term, security deposit and as otherwise set forth herein. If there is a conflict between the terms of Any other provision in this Sublease and to the Master Leasecontrary notwithstanding, then as between Sublessor and Sublessee, the terms of this Sublease shall control. Sublessee Subtenant shall pay the Minimum to Sublandlord as Rent directly to Sublessor, with Sublessor being responsible for paying directly to Master Lessor all Base Rent and Rent Adjustments due under the Master Lease. b. Sublessee shall not commit or permit to be committed on the Premises any act or omission that violates any term or condition of the Master Lease. c. Except as otherwise provided herein, Sublessor grants to Sublessee, for the duration of the Term of this Sublease, all of the rights and privileges granted Sublessor under the Master Lease as it relates to the Premises. Sublessor does not assume or agree to perform for Sublessee’s benefit any of the duties or obligations of the Master Lessor under the Master Lease. d. Sublessee indemnifies and agrees to hold Sublessor harmless from and against hereunder any and all claims, liabilities, damages and losses sums which Sublandlord may be required to pay the Landlord arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessee under the Master Lease or this Sublease and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. Sublessor indemnifies and agrees to hold Sublessee harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessor under the Master Lease or this Sublease (which breach is not caused by Sublessee) and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. e. On the Termination Date, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result out of a default or breach request by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Master Lessor or Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destructionSubtenant for, or condemnation the use by Subtenant of, additional or over-standard Building services from Landlord (for example, but not by way of the Premises or the Building of which the Premises are a partlimitation, the exercise of such right by Master Lessor or Sublessor shall not constitute a default or breach hereundercharges associated with after-hours HVAC usage and overstandard electrical charges). f. Sublessor shall not modify, amend or terminate the Master Lease without Sublessee’s prior written consent.

Compliance with Master Lease. a. This Sublease and all (a) Subtenant agrees that it will occupy the Subleased Premises in accordance with the terms of the covenants Master Lease and agreements will not suffer to be done or omit to do any act which may result in a violation of Sublessor and all rights and privileges of Sublessee are subject to (1) all or a default under any of the terms and conditions of the Master Lease; (2) , including, without limitation, surrendering possession of the performance and observance by Master Lessor Subleased Premises to Sublandlord no later than the expiration or termination date of all of its obligations and agreements under the Master Lease; , or render Sublandlord liable for any damage, charge or expense thereunder. Subtenant further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (3including attorneys fees) all and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Subtenant's failure to perform or observe any of the rights and privileges of Master Lessor and Sublessor under the Master Lease. The terms and conditions contained in the Master Lease are incorporated as terms and conditions of this Sublease, except for rent, term, security deposit and as otherwise set forth herein. If there is a conflict between the terms of this Sublease and the Master Lease, then as between Sublessor and Sublessee, the terms of this Sublease shall control. Sublessee shall pay the Minimum Rent directly to Sublessor, with Sublessor being responsible for paying directly to Master Lessor all Base Rent and Rent Adjustments due under the Master Lease. b. Sublessee shall not commit or permit to be committed on the Premises any act or omission that violates any term or condition of the Master Lease. c. Except as otherwise provided herein, Sublessor grants to Sublessee, for the duration of the Term of this Sublease, all of the rights and privileges granted Sublessor under the Master Lease as it relates to the Premises. Sublessor does not assume or agree to perform for Sublessee’s benefit any of the duties or obligations of the Master Lessor under the Master Lease. d. Sublessee indemnifies and agrees to hold Sublessor harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessee under the Master Lease or this Sublease. Any other provision in this Sublease and all costs and expensesto the contrary notwithstanding, including reasonable attorneys’ fees, incurred on account of the same. Sublessor indemnifies and agrees Subtenant shall pay to hold Sublessee harmless from and against Sublandlord as Rent hereunder any and all claims, liabilities, damages sums which Sublandlord may be required to pay the Landlord arising out of a request by Subtenant for additional Building services from Landlord (e.g. charges associated with after-hour HVAC usage and losses arising by reason overstandard electrical charges). (b) Subtenant agrees that Sublandlord shall not be required to perform any of the breach covenants, agreements and/or obligations of any covenant, agreement or obligation to be observed or performed by Sublessor Landlord under the Master Lease or this Sublease (which breach is not caused by Sublessee) and all costs and expensesand, including reasonable attorneys’ fees, incurred on account insofar as any of the same. e. On covenants, agreements and obligations of Sublandlord hereunder are required to be performed under the Termination DateMaster Lease by Landlord thereunder, this Sublease shall terminate Subtenant acknowledges and the parties agrees that Sublandlord shall be relieved entitled to look to Landlord for such performance. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any further liability such services or obligation facilities shall give rise to any (i) abatement, diminution or reduction of Subtenant's obligations under this Sublease, provided however, that if or (ii) liability on the Master Lease terminates as a result part of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such terminationSublandlord. Notwithstanding the foregoing, if Sublandlord shall promptly take such action as may reasonably be indicated, under the Master Lease gives Master Lessor or Sublessor any right circumstances, to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Premises or the Building of which the Premises are a part, the exercise of secure such right by Master Lessor or Sublessor shall not constitute a default or breach hereunder. f. Sublessor shall not modify, amend or terminate the Master Lease without Sublessee’s prior written consent.performance upon

Compliance with Master Lease. a. This Sublease and all (a) Subtenant agrees that it will occupy the Subleased Premises in accordance with the terms of the covenants Master Lease and agreements will not knowingly suffer to be done or omit to do any act which may result in a violation of Sublessor and all rights and privileges of Sublessee are subject to (1) all or a default under any of the terms and conditions of the Master Lease; , or render Sublandlord liable for any damage, charge or expense thereunder, except for (1) any charge or expense attributable to the period prior to or after Subtenant’s occupancy of the Subleased Premises, (2) any damages, charges and expenses to the performance and observance extent caused by Master Lessor of all of its obligations and agreements Sublandlord under the Master Lease; Lease excluding damages, charges and expenses to the extent caused by Subtenant under this Sublease, or (3) any damages, charges and expenses arising from the gross negligence or willful misconduct of Sublandlord (the damages, charges and expenses described in the foregoing clauses (1), (2) and (3) all are referred to collectively herein as the “Excluded Charges”). Subtenant further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (including reasonable attorneys’ fees and disbursements) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Subtenant’s failure to perform or observe any of the rights and privileges of Master Lessor and Sublessor under the Master Lease. The terms and conditions contained in the Master Lease are incorporated as terms and conditions of this Sublease, except for rent, term, security deposit and as otherwise set forth herein. If there is a conflict between the terms of this Sublease and the Master Lease, then as between Sublessor and Sublessee, the terms of this Sublease shall control. Sublessee shall pay the Minimum Rent directly to Sublessor, with Sublessor being responsible for paying directly to Master Lessor all Base Rent and Rent Adjustments due under the Master Lease. b. Sublessee shall not commit or permit to be committed on the Premises any act or omission that violates any term or condition of the Master Lease. c. Except as otherwise provided herein, Sublessor grants to Sublessee, for the duration of the Term of this Sublease, all of the rights and privileges granted Sublessor under the Master Lease as it relates (other than terms or conditions relating to the Premisespayment of any Excluded Charges) or this Sublease. Sublessor does not assume or agree to perform for Sublessee’s benefit any of the duties or obligations of the Master Lessor under the Master Lease. d. Sublessee indemnifies Sublandlord covenants and agrees to indemnify Subtenant against and hold Sublessor Subtenant harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (including reasonable attorneys’ fees and against disbursements) and damages of any and all claims, liabilities, damages and losses arising kind or nature whatsoever which Subtenant may incur or pay out by reason of (i) any acts, omissions or gross negligence of Sublandlord in or about the Subleased Premises (except to the extent caused by Subtenant’s negligence), or (ii) any breach of any covenant, agreement or obligation to be observed or performed default by Sublessee Sublandlord under the Master Lease or this Sublease and all costs and expenses, including reasonable attorneys’ fees, incurred on account Sublease. (b) Subtenant agrees that Sublandlord shall not be required to perform any of the same. Sublessor indemnifies covenants, agreements and/or obligations of Landlord under the Master Lease and, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to be performed under the Master Lease by Landlord thereunder, Subtenant acknowledges and agrees that Sublandlord shall be entitled to hold Sublessee harmless from and against look to Landlord for such performance. In addition, Sublandlord shall have no obligation to perform any and all claimsimprovements or repairs or any other obligation of Landlord under the Master Lease. Sublandlord shall not be responsible for any failure or interruption, liabilitiesfor any reason whatsoever, damages and losses arising by reason of the breach services or facilities that may be appurtenant to or supplied to the Premises by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any abatement, diminution or reduction of Subtenant’s obligations under this Sublease, or any liability on the part of Sublandlord unless such failure or interruption is caused by Sublandlord; provided, however, if Sublandlord is entitled to any rent abatement or reduction under the Master Lease, then Subtenant shall be entitled to the same rights as Sublandlord under this Sublease with respect to the Subleased Premises. Notwithstanding the foregoing, Sublandlord shall use commercially reasonable efforts to keep the Master Lease in effect, and provided that there is no uncured default hereunder by Subtenant, upon Subtenant’s request to Sublandlord to do so, Sublandlord shall use commercially reasonable efforts, as reasonably indicated under the circumstances, to obtain the performance by Landlord of its obligations under the Master Lease and/or to obtain the consent or approval of Landlord of any covenantaction Subtenant desires to take that requires such consent or approval; provided, agreement or obligation to be observed or performed by Sublessor however, if Landlord defaults under the Master Lease or this Sublease (which breach is not caused by Sublessee) and all costs and expenses, including reasonable attorneys’ fees, incurred on account fails to perform any of the same. e. On the Termination Date, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation its obligations under this Sublease, provided however, that if the Master Lease terminates as a result after receipt of written notice from Sublandlord of such failure, Sublandlord shall either institute legal proceedings against Landlord directly, or assign Sublandlord’s rights under the Master Lease to Subtenant to the extent necessary to permit Subtenant to institute legal proceedings against the Landlord to obtain performance of Landlord’s obligations under the Master Lease. If Sublandlord fails to abide by the provision set forth in the previous sentence, Subtenant shall have the right to take such action and institute legal proceedings in the name of Sublandlord, and for the purpose and to such extent, all rights and remedies of Sublandlord under the Master Lease are hereby conferred upon and assigned to Subtenant. Subtenant hereby waives and releases any right it may have under applicable law to make repairs at Sublandlord’s expense. (c) Sublandlord reserves the right (i) on not less than one business days’ written notice to Subtenant, to inspect the Subleased Premises, and (ii) following a default by Subtenant (beyond applicable notice and cure periods), to enter upon the Subleased Premises, with reasonable prior notice, and to take such actions or breach by Sublessor cause such things to be done as may be necessary or Sublessee appropriate in order to cure any Subtenant default under this Sublease and/or or under the Master Lease. All such sums paid, then the defaulting party and all reasonable costs and expenses of performing any such cure, shall be liable deemed additional Rent payable by Subtenant to Sublandlord upon demand, together with interest thereon at the Default Rate (specified in the Master Lease) from the date of invoice to Subtenant until repaid. Subtenant shall have the right to have a representative of Subtenant accompany Sublandlord’s representative during any entry by the Sublandlord upon the Subleased Premises. (d) Subtenant shall have no responsibility or liability for (i) making improvements or alterations to the nondefaulting party Subleased Premises in order to comply with changes in laws unless such improvements are necessitated by Subtenant’s alterations or particular use of the Subleased Premises, or (ii) any non-compliance with any laws or requirements that are in existence as of the Commencement Date of this Sublease. In no event shall Subtenant be responsible or liable for any structural improvements or modifications to the damage suffered Subleased Premises or the Building or any base building upgrades. Subtenant shall have no obligation to repair or restore the Building or the Subleased Premises in the event of any casualty or governmental taking, or the payment of any costs relating to the repair or restoration of the Building as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Master Lessor casualty or Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Premises or the Building of which the Premises are a part, the exercise of such right by Master Lessor or Sublessor shall not constitute a default or breach hereundertaking. f. Sublessor shall not modify, amend or terminate the Master Lease without Sublessee’s prior written consent.

Compliance with Master Lease. a. This Sublease Except as otherwise specifically set forth in this Sublease, and all of except for the covenants obligation to pay the Base Rent and agreements of Sublessor and all rights and privileges of Sublessee are subject to (1) all of the terms and conditions of Additional Rent described in the Master Lease; (2) the performance , Sublessee hereby covenants and observance by Master Lessor agrees to comply with and perform all obligations of all of its obligations and agreements under the Master Lease; and (3) all of the rights and privileges of Master Lessor and Sublessor under the Master LeaseLease pertaining to the Subleased Premises, including, without limitation, all repair obligations, all insurance obligations, all obligations to pay utility charges and taxes, and all indemnification obligations of Sublessor thereunder, and any liability accruing from failure to pay same when due thereunder. The terms and conditions contained in Sublessee shall not do anything (nor permit anything to be done) which would cause the Master Lease are incorporated to be terminated or forfeited for any reason. In the event of the termination of Sublessor’s interest as terms and conditions of this Sublease, except for rent, term, security deposit and as otherwise set forth herein. If there is a conflict between the terms of this Sublease and tenant under the Master Lease, then as between Sublessor and Sublessee, the terms of this Sublease shall control. Sublessee shall pay the Minimum Rent directly to Sublessor, with Sublessor being responsible for paying directly to Master Lessor all Base Rent and Rent Adjustments due under the Master Lease. b. Sublessee shall not commit or permit to be committed on the Premises any act or omission that violates any term or condition of the Master Lease. c. Except as otherwise provided herein, Sublessor grants to Sublessee, for the duration of the Term of this Sublease, all of the rights and privileges granted Sublessor under the Master Lease as it relates to the Premises. Sublessor does not assume or agree to perform for Sublessee’s benefit any of the duties or obligations of the Master Lessor under the Master Lease. d. Sublessee indemnifies and agrees to hold Sublessor harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessee under the Master Lease or this Sublease and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. Sublessor indemnifies and agrees to hold Sublessee harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessor under the Master Lease or this Sublease (which breach is not caused by Sublessee) and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. e. On the Termination Date, this Sublease shall terminate automatically upon such termination without any liability of either Sublessor or Master Lessor to Sublessee (provided that the indemnity obligations set forth in Article VIII below shall expressly survive any such termination). Sublessee represents and warrants to Sublessor that Sublessee has read and understands the parties shall be relieved Master Lease. Sublessee agrees that whenever the consent of any further liability or obligation Master Lessor is required under this Sublease, provided however, that if the terms of the Master Lease terminates as a result with respect to any action, Sublessee shall obtain the consent of a default or breach by Sublessor or Sublessee under this Sublease and/or and of Master Lessor prior to taking such action. With the Master Lease, then exception of the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result payment of such termination. Notwithstanding the foregoingBase Rent and Additional Rent, if the Master Lease gives Master Lessor requires Sublessor to perform a specific obligation(s) thereunder on or Sublessor any right before a certain date (or within a certain period of time), and if Sublessee is required to terminate perform a similar obligation(s) under this Sublease, then Sublessee shall perform such obligation(s) at least two (2) days prior to the date required under the Master Lease (or, if applicable, Sublessee shall perform such obligation(s) within a time period which is two (2) days less than the time period provided in the event Master Lease). Sublessee hereby covenants and agrees to promptly deliver to Sublessor copies of any and all notices or other correspondence received by Sublessee from Master Lessor that might affect Sublessor in any manner and further agrees, notwithstanding Section 10.04 below to the partial contrary, to so deliver same in the manner most appropriate to insure that Sublessor will be able to respond to any of such notices or total damageother correspondence from the Master Lessor within any time periods set forth in the Master Lease. Sublessor hereby covenants and agrees to promptly deliver to Sublessee copies of any and all notices or other correspondence received by Sublessor from Master Lessor that might affect Sublessee in any manner and further agrees, destructionnotwithstanding Section 10.04 below to the contrary, to so deliver same in the manner most appropriate to insure that Sublessee will be able to respond to any of such notices or other correspondence from the Master Lessor within any time periods set forth in the Master Lease, or condemnation of the Premises or the Building of which the Premises are a part, the exercise of such right by Master Lessor or Sublessor shall not constitute a default or breach hereunderotherwise take appropriate action. f. Sublessor shall not modify, amend or terminate the Master Lease without Sublessee’s prior written consent.

Compliance with Master Lease. a. This Sublease and all (a) Subtenant agrees that it will occupy the Subleased Premises in accordance with the terms of the covenants Master Lease and agreements will not suffer to be done or omit to do any act which may result in a violation of Sublessor and all rights and privileges of Sublessee are subject to (1) all or a default under any of the terms and conditions of the Master Lease; , or render Sublandlord liable for any damage, charge or expense thereunder. Subtenant further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (2including attorneys fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Subtenant's failure to perform or observe any of the performance terms and observance by Master Lessor conditions of all of its obligations and agreements under the Master Lease; Lease or this Sublease. Any other provision in this Sublease to the contrary notwithstanding, Subtenant shall pay to Sublandlord as Rent hereunder any and all sums which Sublandlord may be required to pay the Landlord arising out of a request by Subtenant for additional Building services from Landlord (3e.g. charges associated with after-hour HVAC usage and overstandard electrical charges). (b) all Subtenant agrees that Sublandlord shall not be required to perform any of the rights and privileges covenants, agreements and/or obligations of Master Lessor and Sublessor Landlord under the Master Lease. The terms Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and conditions contained in the Master Lease are incorporated as terms cleaning service, if any; and conditions no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) abatement, diminution or reduction of Subtenant's obligations under this Sublease, except for rent, term, security deposit and as otherwise set forth herein. If there is a conflict between the terms of this Sublease and the Master Lease, then as between Sublessor and Sublessee, the terms of this Sublease shall control. Sublessee shall pay the Minimum Rent directly to Sublessor, with Sublessor being responsible for paying directly to Master Lessor all Base Rent and Rent Adjustments due under the Master Lease. b. Sublessee shall not commit or permit to be committed on the Premises any act or omission that violates any term or condition of the Master Lease. c. Except as otherwise provided herein, Sublessor grants to Sublessee, for the duration of the Term of this Sublease, all of the rights and privileges granted Sublessor under the Master Lease as it relates to the Premises. Sublessor does not assume extent that Sublandlord's obligations are abated, diminished or agree to perform for Sublessee’s benefit any of the duties or obligations of the Master Lessor under the Master Lease. d. Sublessee indemnifies and agrees to hold Sublessor harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessee reduced under the Master Lease or this Sublease and all costs and expenses, including reasonable attorneys’ fees, incurred (ii) liability on account the part of the same. Sublessor indemnifies and agrees to hold Sublessee harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessor under the Master Lease or this Sublease (which breach is not caused by Sublessee) and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. e. On the Termination Date, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such terminationSublandlord. Notwithstanding the foregoing, if Sublandlord shall promptly take such action as may reasonably be indicated, under the Master Lease gives Master Lessor or Sublessor any right circumstances, to terminate secure such performance upon Subtenant's request to Sublandlord to do so and shall thereafter diligently prosecute such performance on the Master Lease in the event part of the partial or total damage, destruction, or condemnation of the Premises or the Building of which the Premises are a part, the exercise of such right by Master Lessor or Sublessor shall not constitute a default or breach hereunderLandlord. f. Sublessor shall not modify, amend or terminate the Master Lease without Sublessee’s prior written consent.

Compliance with Master Lease. a. This Sublease and all (a) Subtenant will occupy the Subleased Premises in accordance with the terms of the covenants Master Lease and agreements will not suffer to be done, or omit to do, any act which may result in a violation of Sublessor or a default under the Master Lease, or render Sublandlord liable for any damage, charge or expense thereunder. Subtenant will indemnify, defend protect and all rights hold Sublandlord harmless from and privileges against any loss, cost, damage or liability (including attorneys’ fees) of Sublessee are subject any kind or nature arising out of, by reason of, or resulting from, Subtenant’s failure to (1) all perform or observe any of the terms and conditions of the Master Lease; Lease or this Sublease. Any other provision in this Sublease to the contrary notwithstanding, Subtenant shall pay to Sublandlord as Rent hereunder any and all sums which Sublandlord may be required to pay the Landlord arising out of a request by Subtenant for, or the use by Subtenant of, additional or over-standard Building services from Landlord (for example, but not by way of limitation, charges associated with after-hour HVAC usage and overstandard electrical charges). (b) Sublandlord shall (1) comply with its obligations under the Master Lease during the Term, including but not limited to curing Sublandlord’s defaults of the provisions therein, and (2) the performance indemnify Subtenant against and observance hold Subtenant harmless from (x) any loss, cost, damage or liability incurred by Master Lessor of all of its obligations Subtenant and agreements arising from Sublandlord’s default under the Master Lease; and (3) all , provided that such default is not the result of the rights and privileges of Master Lessor and Sublessor under the Master Lease. The terms and conditions contained in the Master Lease are incorporated as terms and conditions of this Sublease, except for rent, term, security deposit and as otherwise set forth herein. If there is a conflict between the terms of this Sublease and the Master Lease, then as between Sublessor and Sublessee, the terms of this Sublease shall control. Sublessee shall pay the Minimum Rent directly to Sublessor, with Sublessor being responsible for paying directly to Master Lessor all Base Rent and Rent Adjustments due under the Master Lease. b. Sublessee shall not commit or permit to be committed on the Premises any an act or omission that violates on the part of Subtenant or any term employee, contractor or condition invitee of the Master Lease. c. Except as otherwise provided herein, Sublessor grants to Sublessee, for the duration Subtenant in violation of the Term of this Sublease, all of the rights and privileges granted Sublessor under the Master Lease as it relates to the Premises. Sublessor does not assume or agree to perform for Sublessee’s benefit any of the duties or obligations of the Master Lessor under the Master Lease. d. Sublessee indemnifies and agrees to hold Sublessor harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessee under the Master Lease or this Sublease and all costs and expensesSublease, including reasonable attorneys’ fees, incurred or (y) from Claims (as defined in the Master Lease) based on account the negligent or willful acts or omissions of the sameSublandlord or its authorized representatives. Sublessor indemnifies and Sublandlord agrees that it will not amend or modify in any way or knowingly take or fail to hold Sublessee harmless from and against take any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessor action under the Master Lease which would amplify or this Sublease (which breach is not caused by Sublessee) and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. e. On the Termination Date, this Sublease shall terminate and the parties shall be relieved of any further liability add to Subtenant’s obligations hereunder or obligation adversely affect Subtenant’s rights under this Sublease. Without limitation, provided however, Sublandlord agrees that if it will not terminate the Master Lease terminates as a result without the prior written consent of a default or breach by Sublessor or Sublessee under this Sublease and/or Subtenant; provided that the Master Lease, then the defaulting party shall foregoing will not be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Master Lessor or Sublessor any right to terminate construed from preventing Subtenant from terminating the Master Lease in the event of the partial or total damage, destruction, casualty or condemnation if Subtenant has a right to do so under the Master Lease. Sublandlord represents to Subtenant that, as of the Premises or the Building of which the Premises are a partEffective Date, the exercise of such right by Master Lessor or Sublessor shall not constitute a default or breach hereunder. f. Sublessor shall not modify, amend or terminate (i) the Master Lease without Sublessee’s prior written consentis in full force and effect, (ii) Sublandlord is not in default under the Master Lease, (iii) Landlord is not in default under the Master lease; (iv) Sublandlord has not received any notice from the Landlord or governmental authorities that (z) the Building is the subject of any pending condemnation or eminent domain proceeding or (zz) the Subleased Premises is not in compliance with applicable laws (as enacted and enforceable as of the Effective Date of this Sublease) in any material manner.

Compliance with Master Lease. a. This Sublease and all of the covenants and agreements of Sublessor and all rights and privileges of Sublessee are subject to (1) all of the terms and conditions of the Master Lease; (2) the performance and observance by Master Lessor of all of its obligations and agreements under the Master Lease; and (3) all of the rights and privileges of Master Lessor and Sublessor under the Master Lease. The terms and conditions contained in the Master Lease are incorporated as terms and conditions of this Sublease, except for rent, term, security deposit and as otherwise set forth herein. If there is a conflict between the terms of this Sublease and the Master Lease, then as between Sublessor and Sublessee, the terms of this Sublease shall control. Sublessee shall pay the Minimum Rent directly to Sublessor, with Sublessor being responsible for paying directly to Master Lessor all Base Rent and Rent Adjustments due under the Master Lease. b. Sublessee shall not commit or permit to be committed on the Premises any act or omission that violates any term or condition of the Master Lease. c. Except as otherwise provided herein, Sublessor grants to Sublessee, for the duration of the Term of (or reasonably inferred) within this Sublease, all of the rights terms, provisions, covenants and privileges granted conditions of the Master Lease are incorporated herein by reference and hereby made a part of and are superior to this Sublease. As between Sublessor and Sublessee, Sublessee hereby assumes and agrees to fully perform all of the obligations of Sublessor as the Tenant under the Master Lease as it relates other than (i) the payment of Base Rent thereunder; (ii) the Sublessor obligations referenced in Section 2; and (iii) obligations, if any, referenced on Schedule 7.2 attached hereto and by this reference made a part hereof. Neither Sublessee nor Sublessor shall have any liability to the Premises. Sublessor does not assume or agree to perform one another, however, for Sublessee’s benefit any of the duties or obligations of the Master Lessor under the Master Lease. d. Sublessee indemnifies and agrees to hold Sublessor harmless from and against any and all claims, liabilities, damages and losses arising by reason of the a breach of any covenant, condition or agreement or obligation to be observed or performed by Sublessee Master Landlord under the Master Lease or this Sublease Lease. Sublessee shall obtain and maintain all costs and expenses, including reasonable attorneys’ fees, incurred on account insurance of the same. Sublessor indemnifies type and agrees to hold Sublessee harmless from and against any and all claims, liabilities, damages and losses arising by reason of coverages specified in the breach of any covenant, agreement or obligation Master Lease to be observed or performed obtained by the Sublessor under the Master Lease or this Sublease (which breach is Lease, in the amounts not caused by Sublessee) and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. e. On the Termination Date, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or less than those specified in the Master Lease, then the defaulting party . All liability policies of insurance obtained by Sublessee shall be liable to the nondefaulting party for the damage suffered as name Master Landlord and Sublessor and any mortgagee or beneficiary under a result deed of such termination. Notwithstanding the foregoing, if the Master Lease gives Master Lessor trust or Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of mortgage encumbering the Premises or the Building Land and any ground lessor of which the Premises are a partLand as additional insureds, the exercise of such right by and all property policies shall name Master Lessor or Sublessor shall not constitute a default or breach hereunder. f. Sublessor shall not modify, amend or terminate the Master Lease without Landlord as additional loss payee. Sublessee’s insurance shall be primary over Master Landlord’s and Sublessor’s insurance. In addition to its delivery prior to the Sublease Commencement Date, Sublessee shall deliver to Sublessor, upon written consentrequest, certificates reflecting that Sublessee has obtained and is maintaining the required insurance coverages in the appropriate amounts.

Compliance with Master Lease. a. This During the Sublease Term, Subtenant agrees to perform and all comply with, for the benefit of Sublandlord and Landlord, the obligations of Sublandlord, as "Tenant," under the Master Lease, as they pertain to the Subleased Premises, to the extent such obligations are incorporated herein, except where Sublandlord has expressly retained such obligations. Subtenant agrees that it will occupy the Subleased Premises in accordance with the terms of the covenants Master Lease as incorporated herein and agreements will not suffer to be done or omit to do any act which may result in a violation of Sublessor and all rights and privileges of Sublessee are subject to (1) all or a default under any of the terms and conditions of the Master Lease; (2) . Provided that Subtenant is not in default under this Sublease, Sublandlord agrees that it will comply with the performance and observance by Master Lessor terms of all of its obligations and agreements under the Master Lease; Lease and (3) all will not suffer to be done or omit to do any act which may result in a violation of or a default under any of the rights terms and privileges conditions of Master Lessor and Sublessor under the Master Lease. The terms Subtenant further covenants and conditions contained in agrees to indemnify Sublandlord against and hold Sublandlord harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (including reasonable attorneys' fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Subtenant's failure to perform or observe any of the Master Lease are incorporated as terms and conditions of this Sublease, except for rent, term, security deposit and as otherwise set forth herein. If there is a conflict between the terms of this Sublease and the Master Lease, then as between Sublessor and Sublessee, the terms of this Sublease shall control. Sublessee shall pay the Minimum Rent directly to Sublessor, with Sublessor being responsible for paying directly to Master Lessor all Base Rent and Rent Adjustments due under the Master Lease. b. Sublessee shall not commit or permit to be committed on the Premises any act or omission that violates any term or condition of the Master Lease. c. Except as otherwise provided herein, Sublessor grants to Sublessee, for the duration of the Term of this Sublease, all of the rights and privileges granted Sublessor under the Master Lease as it relates to the Premises. Sublessor does not assume or agree to perform for Sublessee’s benefit any of the duties or obligations of the Master Lessor under the Master Lease. d. Sublessee indemnifies and agrees to hold Sublessor harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessee under the Master Lease or this Sublease and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the sameSublease. Sublessor indemnifies and agrees to hold Sublessee harmless from and against any and all claims, liabilities, damages and losses arising by reason of the Sublandlord will indemnify Subtenant for its breach of any covenant, agreement or obligation to be observed or performed by Sublessor obligations under the Master Lease or this Sublease (which breach is not caused by Sublessee) and all costs and expensesSubtenant; or, including reasonable attorneys’ fees, incurred on account if Subtenant was not the sole cause of the same. e. On breach but contributed thereto, Sublandlord's indemnification shall only apply to that portion of the Termination Date, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as breach which was not a result of a default or breach by Sublessor or Sublessee under Subtenant's contribution. Any other provision in this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party contrary notwithstanding, Subtenant shall pay to Sublandlord as Rent hereunder any and all sums which Sublandlord may be required to pay the Landlord arising out of a request by Subtenant for the damage suffered as a result of such termination. Notwithstanding the foregoingadditional Building services from Landlord, if the Master Lease gives Master Lessor or Sublessor any right and which Landlord bills to terminate the Master Lease in the event of the partial or total damageSublandlord (e.g., destruction, or condemnation of the Premises or the Building of which the Premises are a part, the exercise of such right by Master Lessor or Sublessor shall not constitute a default or breach hereundercharges associated with non- scheduled common area maintenance). f. Sublessor shall not modify, amend or terminate the Master Lease without Sublessee’s prior written consent.

Compliance with Master Lease. a. This Sublease and all (a) Subtenant agrees that it will occupy the Subleased Premises in accordance with the terms of the covenants Master Lease and agreements will not suffer to be done or omit to do any act which may result in a violation of Sublessor and all rights and privileges of Sublessee are subject to (1) all or a default under any of the terms and conditions of the Master Lease; , or render Sublandlord liable for any damage, charge or expense thereunder. (2b) Subtenant agrees that Sublandlord shall not be required to perform any of the performance covenants, agreements and/or obligations of Landlord under the Master Lease and, insofar as any of the covenants, agreements and observance obligations of Sublandlord hereunder are required to be performed under the Master Lease by Landlord thereunder, Subtenant acknowledges and agrees that Sublandlord shall be entitled to look to Landlord for such performance. Notwithstanding anything to the contrary in this Sublease or the Master Lessor Lease, Sublandlord shall not be responsible for any warranty, maintenance, replacement or repair obligations of all of its obligations and agreements Landlord under the Master Lease; and (3) all , or for any obligation of Landlord to clean up hazardous materials as provided in the Master Lease, or for the performance of any other work of the rights and privileges of Master Lessor and Sublessor Landlord under the Master Lease. The terms and conditions contained in Any obligation of Landlord under the Master Lease are incorporated as terms to carry insurance shall not be applicable to or binding upon Sublandlord. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and conditions cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) abatement, diminution or reduction of Subtenant’s obligations under this Sublease, except for rent, term, security deposit and as otherwise set forth herein. If there is a conflict between to the terms of this Sublease and extent provided in the Master Lease, then as between Sublessor and Sublesseeto the extent applicable to the Subleased Premises, the terms of this Sublease shall control. Sublessee shall pay the Minimum Rent directly to Sublessor, with Sublessor being responsible for paying directly to Master Lessor all Base Rent and Rent Adjustments due under the Master Lease. b. Sublessee shall not commit or permit to be committed (ii) liability on the Premises any act or omission that violates any term or condition part of the Master Lease. c. Except as otherwise provided herein, Sublessor grants to Sublessee, for the duration of the Term of this Sublease, all of the rights and privileges granted Sublessor under the Master Lease as it relates to the Premises. Sublessor does not assume or agree to perform for Sublessee’s benefit any of the duties or obligations of the Master Lessor under the Master Lease. d. Sublessee indemnifies and agrees to hold Sublessor harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessee under the Master Lease or this Sublease and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. Sublessor indemnifies and agrees to hold Sublessee harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessor under the Master Lease or this Sublease (which breach is not caused by Sublessee) and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. e. On the Termination Date, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such terminationSublandlord. Notwithstanding the foregoing, if Sublandlord shall promptly take such action as may reasonably be indicated, under the Master Lease gives Master Lessor or Sublessor circumstances, to secure such performance from Landlord upon Subtenant’s request to Sublandlord to do so. (c) Any other provision in this Sublease to the contrary notwithstanding, Subtenant shall pay to Sublandlord as Rent hereunder any right and all sums, which Sublandlord may be required to terminate pay the Master Lease in the event Landlord arising out of the partial or total damagea request by Subtenant for additional Building services from Landlord, destructionincluding, without limitation, charges associated with after-hour HVAC usage and overstandard electrical charges, or condemnation arising out of a request by Subtenant for alterations or additions to the Subleased Premises. Subtenant also agrees to notify Sublandlord prior to requesting any such service or work, and acknowledges that any alterations or additions to the Subleased Premises or the Building of which the Premises are a part, the exercise of such right by Master Lessor or Sublessor shall not constitute a default or breach hereunder. f. Sublessor shall not modify, amend or terminate the Master Lease without Sublesseebe subject to Sublandlord’s prior written consent.

Compliance with Master Lease. a. This Sublease and all of the covenants and agreements of Sublessor and all rights and privileges of Sublessee are subject to (1) all of Except as otherwise expressly provided herein, the terms and conditions of the Master Lease; (2) the performance and observance by Master Lessor of all of its obligations and agreements under the Master Lease; and (3) all of the rights and privileges of Master Lessor and Sublessor under the Master Lease. The terms and conditions contained in the Master Lease are shall be incorporated herein as terms and conditions of this Sublease, except for rent, term, security deposit and as otherwise if fully set forth herein. If there is , except that (i) each reference to this “Lease”, and the “Lease Term”, “Base Rent” and “Additional Rent” shall be deemed a conflict between reference to this “Sublease”, the terms Term of this Sublease and the Base Rent and Additional Rent under this Sublease, respectively, (ii) prior to the Expansion Premises Commencement Date, each reference to the Premises shall be deemed a reference to the Initial Premises, (iii) each reference to “Landlord” and “Tenant” shall be deemed a reference to “Sublandlord” and “Subtenant”, respectively, (iv) each reference to the Lease Commencement Date and Rent Commencement Date shall be deemed a reference to the Initial Premises Commencement Date, as to the Initial Premises, and the Expansion Premises Commencement Date, as to the Expansion Premises and (iv) wherever there is a requirement to pay the costs and expenses of "Landlord," Subtenant shall only be obligated to pay Master LeaseLandlord’s costs and expenses and not both Sublandlord’s and Master Landlord’s costs and expenses; provided, then however, Sublandlord shall cooperate reasonably to provide a waiver for Subtenant’s lender(s) and equipment lessor(s) and Subtenant shall also pay Sublandlord’s actual reasonable attorneys’ fees to review such waivers. In the event of a conflict between the express provisions of this Sublease and the provisions of the Master Lease incorporated herein, as between Sublessor Sublandlord and SublesseeSubtenant, the terms provisions of this Sublease shall control. Sublessee Subtenant shall pay the Minimum Rent directly to Sublessor, comply with Sublessor being responsible for paying directly to Master Lessor all Base Rent and Rent Adjustments due under the Master Lease. b. Sublessee shall not commit or permit to be committed on the Premises any act or omission that violates any term or condition of the Master Lease. c. Except as otherwise provided herein, Sublessor grants to Sublesseeperform, for the duration benefit of the Term of this SubleaseMaster Landlord and Sublandlord, all of the rights and privileges granted Sublessor under the Master Lease as it relates to the Premises. Sublessor does not assume or agree to perform for Sublessee’s benefit any of the duties or obligations of the Master Lessor under the Master Lease. d. Sublessee indemnifies and agrees to hold Sublessor harmless from and against any and all claimssuch terms, liabilitiescovenants, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessee under the Master Lease or this Sublease and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. Sublessor indemnifies and agrees to hold Sublessee harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessor under the Master Lease or this Sublease (which breach is not caused by Sublessee) and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. e. On the Termination Date, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Master Lessor or Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Premises or the Building of which the Premises are a part, the exercise of such right by Master Lessor or Sublessor shall not constitute a default or breach hereunder. f. Sublessor shall not modify, amend or terminate the Master Lease without Sublessee’s prior written consent.conditions and

Compliance with Master Lease. a. This Sublease and all (a) Subtenant agrees that it will occupy the Subleased Premises in accordance with the terms of the covenants Master Lease and agreements will not suffer to be done or omit to do any act which may result in a violation of Sublessor and all rights and privileges of Sublessee are subject to (1) all or a default under any of the terms and conditions of the Master Lease; , or render Sublandlord liable for any damage, charge or expense thereunder. Subtenant further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (2including attorneys fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Subtenant's failure to perform or observe any of the performance terms and observance by Master Lessor conditions of all of its obligations and agreements under the Master Lease; Lease or this Sublease. Any other provision in this Sublease to the contrary notwithstanding, Subtenant shall pay to Sublandlord as Rent hereunder any and all sums which Sublandlord may be required to pay the Landlord arising out of a request by Subtenant for additional Building services from Landlord (3e.g. charges associated with after-hour HVAC usage and over standard electrical charges). (b) all Subtenant agrees that Sublandlord shall not be required to perform any of the rights and privileges covenants, agreements and/or obligations of Master Lessor and Sublessor Landlord under the Master Lease. The terms Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and conditions contained in the Master Lease are incorporated as terms cleaning service, if any; and conditions no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) abatement, diminution or reduction of this Sublease, except for rent, term, security deposit and as otherwise set forth herein. If there is a conflict between the terms of Subtenant's obligations under this Sublease and (except to the Master Leaseextent that Sublandlord's obligations are abated, then as between Sublessor and Sublessee, the terms of this Sublease shall control. Sublessee shall pay the Minimum Rent directly to Sublessor, with Sublessor being responsible for paying directly to Master Lessor all Base Rent and Rent Adjustments due diminished or reduced under the Master Lease. b. Sublessee shall not commit ) or permit to be committed (ii) liability on the Premises any act or omission that violates any term or condition part of the Master Lease. c. Except as otherwise provided herein, Sublessor grants to Sublessee, for the duration of the Term of this Sublease, all of the rights and privileges granted Sublessor under the Master Lease as it relates to the Premises. Sublessor does not assume or agree to perform for Sublessee’s benefit any of the duties or obligations of the Master Lessor under the Master Lease. d. Sublessee indemnifies and agrees to hold Sublessor harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessee under the Master Lease or this Sublease and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. Sublessor indemnifies and agrees to hold Sublessee harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessor under the Master Lease or this Sublease (which breach is not caused by Sublessee) and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. e. On the Termination Date, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such terminationSublandlord. Notwithstanding the foregoing, if Sublandlord shall promptly take such action as may reasonably be indicated, under the Master Lease gives Master Lessor or Sublessor any right circumstances, to terminate secure such performance upon Subtenant's request to Sublandlord to do so and shall thereafter diligently prosecute such performance on the Master Lease in the event part of the partial or total damage, destruction, or condemnation of the Premises or the Building of which the Premises are a part, the exercise of such right by Master Lessor or Sublessor shall not constitute a default or breach hereunderLandlord. f. Sublessor shall not modify, amend or terminate the Master Lease without Sublessee’s prior written consent.

Compliance with Master Lease. a. This Sublease and all (a) Subtenant agrees that it will occupy the Subleased Premises in accordance with the terms of the covenants Master Lease and agreements will not suffer to be done or omit to do any act which may result in a violation of Sublessor and all rights and privileges of Sublessee are subject to (1) all or a default under any of the terms and conditions of the Master Lease; (2) , including, without limitation, surrendering possession of the performance and observance by Master Lessor Subleased Premises to Sublandlord no later than the expiration or termination date of all of its obligations and agreements under the Master Lease; , or render Sublandlord liable for any damage, charge or expense thereunder. Sublandlord and Subtenant each covenants and agrees to indemnify the other against and hold the other harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (3including attorneys' fees) all and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, the indemnifying party's failure to perform or observe any of the rights and privileges of Master Lessor and Sublessor under the Master Lease. The terms and conditions contained in the Master Lease are incorporated as terms and conditions of this Sublease, except for rent, term, security deposit and as otherwise set forth herein. If there is a conflict between the terms of this Sublease and the Master Lease, then as between Sublessor and Sublessee, the terms of this Sublease shall control. Sublessee shall pay the Minimum Rent directly to Sublessor, with Sublessor being responsible for paying directly to Master Lessor all Base Rent and Rent Adjustments due under the Master Lease. b. Sublessee shall not commit or permit to be committed on the Premises any act or omission that violates any term or condition of the Master Lease. c. Except as otherwise provided herein, Sublessor grants to Sublessee, for the duration of the Term of this Sublease, all of the rights and privileges granted Sublessor under the Master Lease as it relates to the Premises. Sublessor does not assume or agree to perform for Sublessee’s benefit any of the duties or obligations of the Master Lessor under the Master Lease. d. Sublessee indemnifies and agrees to hold Sublessor harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessee under the Master Lease or this Sublease, except to the extent resulting from the indemnified party's negligence or willful misconduct. Any other provision in this Sublease and all costs and expensesto the contrary notwithstanding, including reasonable attorneys’ fees, incurred on account of the same. Sublessor indemnifies and agrees Subtenant shall pay to hold Sublessee harmless from and against Sublandlord as Rent hereunder any and all claims, liabilities, damages and losses sums which Sublandlord may be required to pay the Landlord arising out of a request by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessor Subtenant for additional Building services (other than those required under the Master Lease or this Sublease Lease) from Landlord (which breach is e.g. charges associated with after hour HVAC usage and overstandard electrical charges). (b) Subtenant agrees that Sublandlord shall not caused by Sublessee) and all costs and expenses, including reasonable attorneys’ fees, incurred on account be required to perform any of the same. e. On covenants, agreements and/or obligations of Landlord under Sections 11, 15, 16, 17 and 25 of the Termination DateMaster Lease and, this Sublease insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to be performed under Sections 11, 15, 16, 17 and 25 of the Master Lease by Landlord, Sublandlord agrees to, and Subtenant acknowledges and agrees that Sublandlord shall, use its reasonable efforts to cause Landlord to perform such covenants, agreements and obligations thereunder, which, however, shall terminate not include exercising its remedies under Section 20.2 of the Master Lease. Sublandlord shall not be responsible for any failure or 5 7 interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and the parties cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall be relieved give rise to any (i) abatement, diminution or reduction of any further liability or obligation Subtenant's obligations under this Sublease, provided however, that if except to the Master Lease terminates as a result extent Sublandlord is entitled to the abatement of a default or breach by Sublessor or Sublessee rent with respect to the Subleased Premises under this Sublease and/or the Master Lease, then including without limitation under Sections 11.2, 16.1, 17.2 or 22 of the defaulting party shall be liable Master Lease, or (ii) liability on the part of Sublandlord, except to the nondefaulting party for the damage suffered as a result of such terminationextent caused by Sublandlord's negligence or willful misconduct. Notwithstanding the foregoing, if Sublandlord shall promptly take such action as may reasonably be indicated, under the Master Lease gives Master Lessor circumstances, to remedy such failure or Sublessor any right interruption upon Subtenant's request to terminate Sublandlord to do so and shall thereafter diligently prosecute such performance on the Master Lease in the event part of the partial or total damage, destruction, or condemnation of the Premises or the Building of which the Premises are a part, the exercise of such right by Master Lessor or Sublessor shall not constitute a default or breach hereunderLandlord. f. Sublessor shall not modify, amend or terminate the Master Lease without Sublessee’s prior written consent.

Compliance with Master Lease. a. This Sublease and all (a) Subtenant agrees that it will occupy the Subleased Premises in accordance with the terms of the covenants Master Lease and agreements will not knowingly suffer to be done or omit to do any act which may result in a violation of Sublessor and all rights and privileges of Sublessee are subject to (1) all or a default under any of the terms and conditions of the Master Lease; , or render Sublandlord liable for any damage, charge or expense thereunder. Subtenant further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (2including reasonable attorneys’ fees and disbursements) the performance and observance damages of any kind or nature whatsoever arising out of, by Master Lessor of all of its obligations and agreements under the Master Lease; and (3) all reason of, or resulting from, Subtenant’s failure to perform or observe any of the rights and privileges of Master Lessor and Sublessor under the Master Lease. The terms and conditions contained in the Master Lease are incorporated as terms and conditions of this Sublease, except for rent, term, security deposit and as otherwise set forth herein. If there is a conflict between the terms of this Sublease and the Master Lease, then as between Sublessor and Sublessee, the terms of this Sublease shall control. Sublessee shall pay the Minimum Rent directly to Sublessor, with Sublessor being responsible for paying directly to Master Lessor all Base Rent and Rent Adjustments due under the Master Lease. b. Sublessee shall not commit or permit to be committed on the Premises any act or omission that violates any term or condition of the Master Lease. c. Except as otherwise provided herein, Sublessor grants to Sublessee, for the duration of the Term of this Sublease, all of the rights and privileges granted Sublessor under the Master Lease as it relates to the Premisesor this Sublease. Sublessor does not assume or agree to perform for Sublessee’s benefit any of the duties or obligations of the Master Lessor under the Master Lease. d. Sublessee indemnifies Sublandlord covenants and agrees to indemnify Subtenant against and hold Sublessor Subtenant harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (including reasonable attorneys’ fees and against disbursements) and damages of any and all claims, liabilities, damages and losses arising kind or nature whatsoever which Subtenant may incur or pay out by reason of (i) any acts, omissions or gross negligence of Sublandlord in or about the Subleased Premises (except to the extent caused by Subtenant’s negligence), or (ii) any breach of any covenant, agreement or obligation to be observed or performed default by Sublessee Sublandlord under the Master Lease or this Sublease and all costs and expenses, including reasonable attorneys’ fees, incurred on account Sublease. (b) Subtenant agrees that Sublandlord shall not be required to perform any of the same. Sublessor indemnifies covenants, agreements and/or obligations of Landlord under the Master Lease and, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to be performed under the Master Lease by Landlord thereunder, Subtenant acknowledges and agrees that Sublandlord shall be entitled to hold Sublessee harmless from and against look to Landlord for such performance. In addition, Sublandlord shall have no obligation to perform any and all claimsimprovements or repairs or any other obligation of Landlord under the Master Lease. Sublandlord shall not be responsible for any failure or interruption, liabilitiesfor any reason whatsoever, damages and losses arising by reason of the breach services or facilities that may be appurtenant to or supplied to the Master Lease Premises by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any abatement, diminution or reduction of Subtenant’s obligations under this Sublease, or any liability on the part of Sublandlord unless such failure or interruption is caused by Sublandlord; provided, however, if Sublandlord is entitled to any rent abatement or reduction under the Master Lease, then Subtenant shall be entitled to the same rights as Sublandlord under this Sublease with respect to the Subleased Premises. Notwithstanding the foregoing, Sublandlord shall use commercially reasonable efforts to keep the Master Lease in effect, and provided that there is no uncured default hereunder by Subtenant, upon Subtenant’s request to Sublandlord to do so, Sublandlord shall use commercially reasonable efforts, as reasonably indicated under the circumstances, to obtain the performance by Landlord of its obligations under the Master Lease and/or to obtain the consent or approval of Landlord of any covenantaction Subtenant desires to take that requires such consent or approval; provided, agreement or obligation to be observed or performed by Sublessor however, if Landlord defaults under the Master Lease or this Sublease (which breach is not caused by Sublessee) and all costs and expenses, including reasonable attorneys’ fees, incurred on account fails to perform any of the same. e. On the Termination Date, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation its obligations under this Sublease, provided however, that if the Master Lease terminates after receipt of written notice from Sublandlord of such failure, Sublandlord shall either institute legal proceedings against Landlord directly, or assign to Sublandlord’s rights under the Master Lease to Subtenant to the extent necessary to permit Subtenant to institute legal proceedings against the Landlord to obtain performance of Landlord’s obligations under the Master Lease. If Sublandlord fails to abide by the provision set forth in the previous sentence, Subtenant shall have the right to take such action and institute legal proceedings in the name of Sublandlord, and for the purpose and to such extent, all rights and remedies of Sublandlord under the Master Lease are hereby conferred upon and assigned to Subtenant. Subtenant hereby waives and releases any right it may have under applicable law to make repairs at Sublandlord’s expense. (c) Any other provision in this Sublease to the contrary notwithstanding, Subtenant shall pay to Sublandlord as a result of additional Rent hereunder any and all sums which Sublandlord may be required to pay to Landlord under the Master Lease with respect to the Subleased Premises to the extent attributable to the Subtenant. (d) Sublandlord reserves the right (i) on not less than one (1) day’s written notice to Subtenant, to inspect the Subleased Premises, and (ii) following a default by Subtenant (beyond applicable notice and cure periods), or breach by Sublessor to enter upon the Subleased Premises, with reasonable prior notice, and to take such actions or Sublessee cause such things to be done as may be necessary or appropriate in order to cure any Subtenant default under this Sublease and/or or under the Master Lease. All such sums paid, then the defaulting party and all reasonable costs and expenses of performing any such act, shall be liable deemed additional Rent payable by Subtenant to Sublandlord upon demand, together with interest thereon at a rate of ten percent (10%) from the date of the expenditure until repaid. (e) Subtenant shall have no responsibility or liability for (i) making improvements or alterations to the nondefaulting party Subleased Premises in order to comply with changes in laws unless such improvements are necessitated by Subtenant’s alterations or particular use of the Subleased Premises, or (ii) any non-compliance with any laws or requirements that are in existence as of the Commencement Date of this Sublease. In no event shall Subtenant be responsible or liable for any structural improvements or modifications to the damage suffered Subleased Premises or the Building or any base building upgrades. Subtenant shall have no obligation to repair or restore the Building or the Subleased Premises in the event of any casualty or governmental taking, or the payment of any costs relating to the repair or restoration of the Building as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Master Lessor casualty or Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Premises or the Building of which the Premises are a part, the exercise of such right by Master Lessor or Sublessor shall not constitute a default or breach hereundertaking. f. Sublessor shall not modify, amend or terminate the Master Lease without Sublessee’s prior written consent.

Compliance with Master Lease. a. This Sublease (a) Subtenant acknowledges that Subtenant has reviewed and is familiar with all of the terms, agreements, covenants and agreements conditions of Sublessor the Master Lease. (b) This Sublease is and shall be at all rights times be subject and privileges subordinate to the Master Lease. (c) Under the Master Lease, Sublandlord must obtain the consent of Sublessee are subject Landlord to any subletting. This Sublease shall not be effective unless, within fifteen (115) all days after the execution of this Sublease by Subtenant and Sublandlord, Landlord signs and delivers to Sublandlord and Subtenant a consent to this Sublease. In the event that Landlord does not deliver such consent, this Sublease shall terminate, the Security Deposit shall be refunded to Subtenant, and neither party shall have any liability to the other for anything arising out of or connected with this Sublease. (d) Subtenant agrees that it will occupy the Premises in accordance with the terms of the Master Lease and perform and comply with, for the benefit of Sublandlord and Landlord, the obligations of Sublandlord under the Master Lease, which pertain to the Premises or this Sublease. Subtenant will not suffer to be done or omit to do any act which may result in a violation of or a default under any of the terms and conditions of the Master Lease; (2) the performance and observance by Master Lessor of all of its obligations and agreements under the Master Lease; and (3) all , including without limitation surrendering possession of the rights Premises to Sublandlord no later than the expiration or termination date of the Sublease, or render Sublandlord liable for any damage, charge or expense thereunder. (e) Subtenant further covenants and privileges agrees to indemnify Sublandlord against and hold Sublandlord harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (including, but not limited to, reasonable attorneys' fees) and damages of Master Lessor and Sublessor under any kind or nature whatsoever arising out of, by reason of, or resulting from, Subtenant's failure to perform or observe any of the Master Lease. The terms and conditions contained in the Master Lease are incorporated as terms and conditions of this Sublease, except for rent, term, security deposit and as otherwise set forth herein. If there is a conflict between the terms of this Sublease and the Master Lease, then as between Sublessor and Sublessee, the terms of this Sublease shall control. Sublessee shall pay the Minimum Rent directly to Sublessor, with Sublessor being responsible for paying directly to Master Lessor all Base Rent and Rent Adjustments due under the Master Lease. b. Sublessee shall not commit or permit to be committed on the Premises any act or omission that violates any term or condition of the Master Lease. c. Except as otherwise provided herein, Sublessor grants to Sublessee, for the duration of the Term of this Sublease, all of the rights and privileges granted Sublessor under the Master Lease as it relates to the Premises. Sublessor does not assume or agree to perform for Sublessee’s benefit any of the duties or obligations of the Master Lessor under the Master Lease. d. Sublessee indemnifies and agrees to hold Sublessor harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessee under the Master Lease or this Sublease and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. Sublessor indemnifies Sublease. (f) Sublandlord convenants and agrees to indemnify Subtenant against and hold Sublessee Subtenant harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (including, but not limited to, reasonable attorneys' fees) and against damages of any and all claimskind or nature whatsoever arising out of, liabilities, damages and losses arising by reason of, or resulting from, Sublandlord's failure to perform or observe any of the breach terms and conditions of any covenant, agreement or obligation to be observed or performed by Sublessor under the Master Lease or this Sublease (which breach is not caused by Sublessee) and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the sameSublease. e. On the Termination Date, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Master Lessor or Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Premises or the Building of which the Premises are a part, the exercise of such right by Master Lessor or Sublessor shall not constitute a default or breach hereunder. f. Sublessor shall not modify, amend or terminate the Master Lease without Sublessee’s prior written consent.

Compliance with Master Lease. a. This Sublease and all (a) Subtenant agrees that it will occupy the Subleased Premises in accordance with the terms of the covenants Master Lease and agreements will not suffer to be done or omit to do any act which will result in a violation of Sublessor and all rights and privileges of Sublessee are subject to (1) all or a default under any of the terms and conditions of the Master Lease; (2) , including, without limitation, surrendering possession of the performance and observance by Master Lessor Subleased Premises to Sublandlord no later than the expiration or termination date of all of its obligations and agreements under the Master Lease; , or render Sublandlord liable for any damage, charge or expense thereunder. Subtenant further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (3including attorneys fees) all and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Subtenant's failure to perform or observe any of the rights and privileges of Master Lessor and Sublessor under the Master Lease. The terms and conditions contained in the Master Lease are incorporated as terms and conditions of the Master Lease (to the extent that Subtenant is obligated hereby to perform such matters) or this Sublease, except for rent, term, security deposit and as otherwise set forth herein. If there is a conflict between the terms of Any other provision in this Sublease and to the Master Leasecontrary notwithstanding, then as between Sublessor and Sublessee, the terms of this Sublease shall control. Sublessee Subtenant shall pay to Sublandlord as Rent hereunder any and all sums which Sublandlord may be required to pay the Minimum Rent directly to Sublessor, Landlord arising out of a request by Subtenant for additional Building services from Landlord (e.g. charges associated with Sublessor being responsible for paying directly to Master Lessor all Base Rent after-hour HVAC usage and Rent Adjustments due under the Master Leaseoverstandard electrical charges). b. Sublessee (b) Subtenant agrees that Sublandlord shall not commit or permit be required to be committed on the Premises perform any act or omission that violates any term or condition of the Master Lease. c. Except as otherwise provided hereincovenants, Sublessor grants to Sublessee, for the duration agreements and/or obligations of the Term of this Sublease, all of the rights and privileges granted Sublessor Landlord under the Master Lease and, insofar as it relates to the Premises. Sublessor does not assume or agree to perform for Sublessee’s benefit any of the duties or covenants, agreements and obligations of the Master Lessor under the Master Lease. d. Sublessee indemnifies and agrees to hold Sublessor harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation Sublandlord hereunder are required to be observed or performed by Sublessee under the Master Lease by Landlord thereunder, Subtenant acknowledges and agrees that Sublandlord shall be entitled to look to Landlord for such performance. Sublandlord shall not be responsible for any failure or this Sublease and all costs and expensesinterruption, including reasonable attorneys’ feesfor any reason 4 whatsoever, incurred on account of the same. Sublessor indemnifies services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and agrees cleaning service, if any; and no failure to hold Sublessee harmless from and against furnish, or interruption of, any and all claimssuch services or facilities shall give rise to any (i) abatement, liabilities, damages and losses arising by reason diminution or reduction of the breach of any covenant, agreement or obligation to be observed or performed by Sublessor under the Master Lease or this Sublease (which breach is not caused by Sublessee) and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. e. On the Termination Date, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation Subtenant's obligations under this Sublease, provided however, that if or (ii) liability on the Master Lease terminates as a result part of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such terminationSublandlord. Notwithstanding the foregoing, if Sublandlord shall promptly take such action as may reasonably be indicated, under the Master Lease gives Master Lessor or Sublessor any right circumstances, to terminate secure such performance upon Subtenant's request to Sublandlord to do so and shall thereafter diligently prosecute such performance on the Master Lease in the event part of the partial or total damage, destruction, or condemnation of the Premises or the Building of which the Premises are a part, the exercise of such right by Master Lessor or Sublessor shall not constitute a default or breach hereunderLandlord. f. Sublessor shall not modify, amend or terminate the Master Lease without Sublessee’s prior written consent.

Compliance with Master Lease. a. This Sublease and all (a) Subtenant agrees that it will occupy the Subleased Premises in accordance with the terms of the covenants Master Lease and agreements will not suffer to be done or omit to do any act which may result in a violation of Sublessor and all rights and privileges of Sublessee are subject to (1) all or a default under any of the terms and conditions of the Master Lease; , or render Sublandlord liable for any damage, charge or expense thereunder. Subtenant further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (2including attorneys' fees) the performance and observance damages of any kind or nature whatsoever arising out of, by Master Lessor of all of its obligations and agreements under the Master Lease; and (3) all reason of, or resulting from, Subtenant's failure to perform or observe any of the rights and privileges of Master Lessor and Sublessor under the Master Lease. The terms and conditions contained in the Master Lease are incorporated as terms and conditions of the Master Lease or this Sublease, except for rent, term, security deposit and as otherwise set forth herein. If there is a conflict between the terms of Any other provision in this Sublease and to the Master Leasecontrary notwithstanding, then as between Sublessor and Sublessee, the terms of this Sublease shall control. Sublessee Subtenant shall pay the Minimum Rent directly to Sublessor, Sublandlord as Rental hereunder any and all sums which Sublandlord may be required to pay to Landlord arising out of a request by Subtenant for additional Building services from Landlord (e.g. charges associated with Sublessor being responsible for paying directly to Master Lessor all Base Rent and Rent Adjustments due under the Master Leaseafter-hour HVAC usage). b. Sublessee (b) Subtenant agrees that Sublandlord shall not commit or permit be required to be committed on the Premises perform any act or omission that violates any term or condition of the Master Lease. c. Except as otherwise provided hereincovenants, Sublessor grants to Sublessee, for the duration agreements and/or obligations of the Term of this Sublease, all of the rights and privileges granted Sublessor Landlord under the Master Lease as it relates to and any obligation of Sublandlord which is contained in this Sublease by the Premises. Sublessor does not assume or agree to perform for Sublessee’s benefit any incorporation by reference of the duties or obligations provisions of the Master Lessor under the Master Lease. d. Sublessee indemnifies and agrees to hold Sublessor harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to Lease may be observed or performed by Sublessee Sublandlord using reasonable efforts to cause Landlord to observe and/or perform the same (provided, such efforts are at no cost to Sublandlord), and Sublandlord shall have a reasonable time to enforce its rights to cause such observance or performance. Sublandlord shall not be required to furnish, supply or install anything under any article of the Master Lease incorporated herein by reference which is to be furnished, supplied or installed by Landlord. If Sublandlord fails, after using reasonable efforts, to cause Landlord to observe and/or perform any of its obligations under the Master Lease with respect to the Subleased Premises, Subtenant shall have the right, upon notice to Sublandlord, and at Subtenant's sole cost and expense, to bring an action in Sublandlord's name, to accomplish such purpose. Sublandlord shall not be responsible for any failure or this Sublease and all costs and expensesinterruption, including reasonable attorneys’ feesfor any reason whatsoever, incurred on account of the same. Sublessor indemnifies services or facilities that may be appurtenant to or supplied at the Building by the Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and agrees cleaning service, if any; and no failure to hold Sublessee harmless from and against furnish, or interruption of, any and all claimssuch services or facilities shall give rise to any (i) abatement, liabilities, damages and losses arising by reason diminution or reduction of the breach of any covenant, agreement or obligation to be observed or performed by Sublessor under the Master Lease or this Sublease (which breach is not caused by Sublessee) and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. e. On the Termination Date, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation Subtenant's obligations under this Sublease, provided or (ii) liability on the part of Sublandlord; provided, however, that if the Master Lease terminates Subtenant brings an action in Sublandlord's name against Landlord as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Leaseprovided above, then the defaulting party shall be liable then, to the nondefaulting party for the damage suffered as a result extent any judgment in such action requires Landlord to pay any costs, expenses or damages, or grant any abatement, diminution or reduction of such termination. Notwithstanding the foregoingobligations, if the Master Lease gives Master Lessor or Sublessor any right to terminate the Master Lease in the event respect of the partial or total damage, destruction, or condemnation of the Premises or the Building of which the Premises are a partSubleased Premises, the exercise same shall accrue to the benefit of Subtenant if and when any such right payment is made by Master Lessor Landlord or Sublessor shall not constitute a default any such abatement, diminution or breach hereunderreduction goes into effect. f. Sublessor shall not modify, amend or terminate the Master Lease without Sublessee’s prior written consent.

Compliance with Master Lease. a. This Sublease (a) Subtenant acknowledges that Subtenant has reviewed and is familiar with all of the terms, agreements, covenants and agreements conditions of Sublessor the Master Lease. (b) This Sublease is and shall be at all rights times be subject and privileges of Sublessee are subject subordinate to the Master Lease. Subject to Section 9.3, Sublandlord agrees to (1i) maintain the Master Lease during the term of this Sublease, (ii) pay all Rent required under the Master Lease in accordance with its terms, and (iii) to perform all of its obligations under the Master Lease that Subtenant has not assumed under this Sublease. Notwithstanding the foregoing sentence, Sublandlord shall not be liable to Subtenant for any early termination of the Master Lease unless such early termination is due to Sublandlord's breach under the Master Lease. (c) Under Section 17 of the Master Lease, Sublandlord must obtain the consent of Master Landlord to this Sublease. This Sublease shall not be effective unless, within fifteen (15) days after the execution of this Sublease by Subtenant and Sublandlord, Master Landlord signs and delivers to Sublandlord and Subtenant a consent to this Sublease. In the event that Master Landlord does not deliver such consent, this Sublease shall terminate, the Security Deposit shall be refunded to Subtenant, and neither party shall have any liability to the other for anything arising out of or connected with this Sublease. (d) Subtenant agrees that it will occupy the Sublet Premises in accordance with the terms of the Master Lease and perform and comply with, for the benefit of Sublandlord and Master Landlord, the obligations of Sublandlord under the Master Lease which pertain to the Sublet Premises of this Sublease, other than the payment of Rent. Subtenant will not suffer to be done or omit to do any act which may result in a violation of or a default under any of the terms and conditions of the Master Lease; (2) the performance and observance by Master Lessor of all of its obligations and agreements under the Master Lease; and (3) all , including without limitation surrendering possession of the rights Sublet Premises to Sublandlord no later than the expiration or termination date of the Sublease, or render Sublandlord liable for any damage, charges or expenses thereunder. (e) Subtenant further covenants and privileges agrees to indemnify Sublandlord against and hold Sublandlord harmless from any claim, demand, action, proceeding, suit, liability, loss, judgement, expense (including, but not limited to, reasonable attorney's fees) and damage (collectively, "Loss") of Master Lessor and Sublessor under any kind or nature whatsoever arising out of, by reason of, or resulting from, Subtenant's failure to perform or observe any of the Master Lease. The terms and conditions contained in the Master Lease are incorporated as terms and conditions of this Sublease, except for rent, term, security deposit and as otherwise set forth herein. If there is a conflict between the terms of this Sublease and the Master Lease, then as between Sublessor and Sublessee, the terms of this Sublease shall control. Sublessee shall pay the Minimum Rent directly to Sublessor, with Sublessor being responsible for paying directly to Master Lessor all Base Rent and Rent Adjustments due under the Master Lease. b. Sublessee shall not commit or permit to be committed on the Premises any act or omission that violates any term or condition of the Master Lease. c. Except as otherwise provided herein, Sublessor grants to Sublessee, for the duration of the Term of this Sublease, all of the rights and privileges granted Sublessor under the Master Lease as it relates to the Premises. Sublessor does not assume or agree to perform for Sublessee’s benefit any of the duties or obligations of the Master Lessor under the Master Lease. d. Sublessee indemnifies and agrees to hold Sublessor harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessee under the Master Lease or this Sublease and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. Sublessor indemnifies and agrees to hold Sublessee harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessor under the Master Lease or this Sublease (which breach is not caused by Sublessee) and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. e. On the Termination Date, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if unless such Loss arises out of or results from the Master Lease terminates as a result negligence or willful misconduct of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Master Lessor or Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Premises or the Building of which the Premises are a part, the exercise of such right by Master Lessor or Sublessor shall not constitute a default or breach hereunderSublandlord. f. Sublessor shall not modify, amend or terminate the Master Lease without Sublessee’s prior written consent.

Compliance with Master Lease. a. This Sublease (a) Subtenant agrees that it will use and all occupy the Subleased Premises for general office use and ancillary uses only, and in accordance with the terms of the covenants Master Lease, and agreements will not suffer to be done or omit to do any act which may result in a violation of Sublessor and all rights and privileges of Sublessee are subject to (1) all or a default under any of the terms and conditions of the Master Lease; , or render Sublandlord liable for any damage, charge or expense thereunder. Subtenant further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (2including attorneys fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Subtenant's failure to perform or observe any of the performance applicable terms and observance conditions of the Master Lease or this Sublease. Any other provision in this Sublease to the contrary notwithstanding, Subtenant shall pay to Sublandlord as Rent hereunder any and all sums which Sublandlord may be required to pay the Landlord arising out of a request by Master Lessor Subtenant for additional Building services from Landlord (e.g. charges associated with after-hour HVAC usage and overstandard electrical charges). (b) Subtenant agrees that Sublandlord shall not be required to perform any of all the covenants, agreements and/or obligations of its obligations and agreements Landlord under the Master Lease; and (3) all Lease and, insofar as any of the rights covenants, agreements and privileges obligations of Sublandlord hereunder are required to be performed under the Master Lessor Lease by Landlord thereunder, Subtenant acknowledges and Sublessor agrees that Sublandlord shall be entitled to look to Landlord for such performance. Sublandlord agrees to use commercially reasonable efforts to cause Landlord to perform its obligations under the Master Lease. The terms Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and conditions contained in the Master Lease are incorporated as terms cleaning service, if any; and conditions no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) abatement, diminution or reduction of Subtenant's obligations under this Sublease, or (ii) liability on the part of Sublandlord, except for rentthat, termto the extent Sublandlord is entitled to any abatement, security deposit and as otherwise set forth herein. If there is a conflict between the terms diminution or reduction of this Sublease and Sublandlord's obligation to pay rent under the Master Lease, then as between Sublessor and Sublessee, the terms of Subtenant's rent under this Sublease shall control. Sublessee shall pay the Minimum Rent directly to Sublessorbe proportionately abated, with Sublessor being responsible for paying directly to Master Lessor all Base Rent and Rent Adjustments due under the Master Lease. b. Sublessee shall not commit diminished or permit to be committed on the Premises any act or omission that violates any term or condition of the Master Lease. c. Except as otherwise provided hereinreduced, Sublessor grants to Sublessee, for the duration of the Term of this Sublease, all of the rights and privileges granted Sublessor under the Master Lease as it relates to the Premises. Sublessor does not assume or agree to perform for Sublessee’s benefit any of the duties or obligations of the Master Lessor under the Master Lease. d. Sublessee indemnifies and agrees to hold Sublessor harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessee under the Master Lease or this Sublease and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. Sublessor indemnifies and agrees to hold Sublessee harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessor under the Master Lease or this Sublease (which breach is not caused by Sublessee) and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. e. On the Termination Date, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable extent applicable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Master Lessor or Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Premises or the Building of which the Premises are a part, the exercise of such right by Master Lessor or Sublessor shall not constitute a default or breach hereunderSubleased Premises. f. Sublessor shall not modify, amend or terminate the Master Lease without Sublessee’s prior written consent.

Compliance with Master Lease. a. This Sublease and all Subtenant will occupy the Subleased Premises in accordance with the terms of the covenants Master Lease and agreements will not suffer to be done, or omit to do, any act which may result in a violation of Sublessor or a default under the Master Lease, or render Sublandlord liable for any damage, charge or expense thereunder that is not contemplated pursuant to the terms of this Sublease. Sublandlord will occupy the Master Lease Premises in accordance with the terms of the Master Lease and all rights will not suffer to be done, or omit to do, any act which may result in a violation of or a default under the Master Lease, or render Subtenant liable for any damage, charge or expense thereunder that is not contemplated pursuant to the terms of this Sublease. Subtenant will indemnify, defend protect and privileges hold Sublandlord harmless from and against any loss, cost, damage or liability (including attorneys’ fees) of Sublessee are subject any kind or nature arising out of, by reason of, or resulting from, Subtenant’s failure to (1) all perform or observe any of the terms and conditions of the Master Lease; (2) the performance and observance by Master Lessor of all of Lease applicable to its obligations and agreements under the Master Lease; and (3) all occupancy of the rights and privileges of Master Lessor and Sublessor under the Master Lease. The terms and conditions contained in the Master Lease are incorporated as terms and conditions of Subleased Premises or this Sublease. Sublandlord will indemnify, except for rent, term, security deposit defend protect and as otherwise set forth herein. If there is a conflict between the terms of this Sublease and the Master Lease, then as between Sublessor and Sublessee, the terms of this Sublease shall control. Sublessee shall pay the Minimum Rent directly to Sublessor, with Sublessor being responsible for paying directly to Master Lessor all Base Rent and Rent Adjustments due under the Master Lease. b. Sublessee shall not commit or permit to be committed on the Premises any act or omission that violates any term or condition of the Master Lease. c. Except as otherwise provided herein, Sublessor grants to Sublessee, for the duration of the Term of this Sublease, all of the rights and privileges granted Sublessor under the Master Lease as it relates to the Premises. Sublessor does not assume or agree to perform for Sublessee’s benefit any of the duties or obligations of the Master Lessor under the Master Lease. d. Sublessee indemnifies and agrees to hold Sublessor Subtenant harmless from and against any and all claimsloss, liabilitiescost, damages and losses damage or liability (including attorneys’ fees) of any kind or nature arising out of, by reason of, or resulting from, Sublandlord’s failure to perform or observe any of the breach terms and conditions of any covenant, agreement or obligation to be observed or performed by Sublessee under the Master Lease or (except to the extent such performance has been assumed by Subtenant pursuant to the terms of this Sublease). Any other provision in this Sublease and all costs and expensesto the contrary notwithstanding, including reasonable attorneys’ fees, incurred on account of the same. Sublessor indemnifies and agrees Subtenant shall pay to hold Sublessee harmless from and against Sublandlord as Rent hereunder any and all claimssums which Sublandlord may be required to pay the Landlord arising out of a request by Subtenant for, liabilitiesor the use by Subtenant of, damages additional or over- standard Building services from Landlord (for example, but not by way of limitation, charges associated with after-hour HVAC usage and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessor under the Master Lease or overstandard electrical charges). Any other provision in this Sublease (which breach is not caused by Sublessee) to the contrary notwithstanding, Sublandlord shall pay to Landlord any and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. e. On the Termination Date, this Sublease shall terminate and the parties shall sums which Sublandlord may be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result required to pay Landlord arising out of a default or breach request by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Master Lessor or Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destructionSublandlord for, or condemnation the use by Sublandlord of, additional or over-standard Building services from Landlord (for example, but not by way of the Premises or the Building of which the Premises are a partlimitation, the exercise of such right by Master Lessor or Sublessor shall not constitute a default or breach hereundercharges associated with after-hour HVAC usage and overstandard electrical charges). f. Sublessor shall not modify, amend or terminate the Master Lease without Sublessee’s prior written consent.

Compliance with Master Lease. a. This (a) During the Term and for all periods thereafter with respect to obligations which arise prior to the termination of this Sublease, Subtenant shall perform and comply with, for the benefit of Sublandlord and Master Landlord, the obligations of Tenant under the Master Lease which pertain to the Sublease and all Premises and/or this Sublease. Without limiting the generality of the covenants foregoing statement, Subtenant shall occupy and agreements use the Sublease Premises in compliance with the terms of Sublessor the Master Lease applicable to the Sublease Premises, and all rights and privileges will not do or permit any act or omission which may result in a violation of Sublessee are subject to (1) all or a default under any of the terms and conditions of the Master Lease; (2) , or render Sublandlord liable for any damage, charge, lien, penalty or expense thereunder. To the performance and observance by Master Lessor extent that Subtenant makes any payment of all Rent or performs any of its obligations hereunder directly to or for Master Landlord, Subtenant shall deliver to Sublandlord a copy of any such payments and agreements such evidence that such other obligations have been performed as Sublandlord may reasonably request from time to time. If Subtenant fails to pay any amount or perform any other obligations required to be paid or performed by Subtenant under this Sublease, after notice and the Master Lease; expiration of any applicable cure period, Sublandlord may make such payment or perform such obligation, in which case Subtenant shall, on Sublandlord’s demand, reimburse Sublandlord for all reasonable costs and expenses actually incurred by Sublandlord. (3b) all Subtenant agrees that Sublandlord shall not be required to perform any of the rights and privileges obligations, agreements or undertakings of Master Lessor and Sublessor Landlord under the Master Lease. The terms and conditions contained in Insofar as any of the obligations, agreements or undertakings of Sublandlord under this Sublease are required to be performed under the Master Lease are incorporated by Master Landlord, Sublandlord, upon Subtenant's written request, shall use reasonable efforts to seek and obtain such performance thereof but shall otherwise have no duty, obligation or liability with respect to the failure of Master Landlord to do so. This Sublease shall remain in full force and effect notwithstanding Master Landlord’s failure or refusal to comply with any such obligations, agreements or undertakings. At Subtenant's request, Sublandlord shall assign to Subtenant any cause of action Sublandlord may have against Master Landlord as terms a result of Master Landlord's breach or default under the Master Lease which has caused damage to Subtenant, to the extent such assignment does not impair Sublandlord's right to pursue any claims it may have against Master Landlord for damages that Sublandlord may have incurred. Alternatively, at Sublandlord's election following Subtenant's request, Sublandlord consents to be named as a plaintiff in any action or proceeding that Subtenant may elect to bring against Master Landlord as a result of Master Landlord's breach or default under the Master Lease which has caused damage to Subtenant, to the extent such action or proceeding does not impair Sublandlord's right to pursue any claims it may have against Master Landlord for damages that Sublandlord may have incurred. Subtenant shall indemnify and, at Sublandlord's request and conditions with counsel approved by Sublandlord, defend Sublandlord and its parents, subsidiaries and affiliates, now or hereafter existing, and their respective officers, directors, shareholders, partners, members, representatives, managers, employees, agents, successors and assigns from and against all losses, costs, damages, expenses and liabilities, including, without limitation, reasonable attorneys' fees and costs (collectively, "Liabilities"), which any such indemnified person or entity may incur or pay out by reason of this Subleaseany such assignment by Landlord, except for rentor by Sublandlord being named as a party in such action or proceeding, termor as a result of any cross-complaint brought against any such indemnified party in such action or proceeding; provided, security deposit and however, that such indemnity shall not apply to Liabilities suffered or incurred as otherwise set forth herein. If there is a conflict between the terms result of this Sublease and an Event of Default by Sublandlord under the Master Lease, then as between Sublessor and Sublesseeor the tortious conduct of any such indemnified party, to the terms extent such Liabilities are not caused by or the result of this Sublease shall control. Sublessee shall pay the Minimum Rent directly to Sublessor, with Sublessor being responsible for paying directly to Master Lessor all Base Rent and Rent Adjustments due under the Master Lease. b. Sublessee shall not commit or permit to be committed on the Premises any act or omission that violates any term or condition of Subtenant. Without limiting the Master Lease. c. Except as otherwise provided hereinforegoing, Sublessor grants to SublesseeSubtenant shall reimburse Sublandlord, for the duration of the Term of this Subleasewithin fifteen (15) days after demand, all of the rights reasonable costs incurred by Sublandlord in seeking and privileges granted Sublessor obtaining Master Landlord's performance under the Master Lease as it relates for the benefit of Subtenant. (c) Each party agrees to promptly deliver to the Premises. Sublessor does not assume or agree to perform for Sublessee’s benefit any other party a copy of the duties or obligations of the Master Lessor under the Master Lease. d. Sublessee indemnifies and agrees to hold Sublessor harmless from and against any and all claims, liabilities, damages and losses arising notices received by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessee under the Master Lease or this Sublease and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. Sublessor indemnifies and agrees to hold Sublessee harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessor under the Master Lease or this Sublease (which breach is not caused by Sublessee) and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. e. On the Termination Date, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting such party shall be liable with respect to the nondefaulting party for the damage suffered as a result of such terminationSublease Premises from Master Landlord or any governmental agency. Notwithstanding the foregoing, if the Master Lease gives Master Lessor or Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Premises or the Building of which the Premises are a part, the exercise of such right by Master Lessor or Sublessor shall not constitute a default or breach hereunder12. f. Sublessor shall not modify, amend or terminate the Master Lease without Sublessee’s prior written consent.

Compliance with Master Lease. a. This Sublease and all of the covenants and agreements of Sublessor and all rights and privileges of (a) Sublessee are subject agrees to (1) all of the terms and conditions of the Master Lease; (2) the performance and observance by Master Lessor of perform all of its obligations and agreements under the Master Lease; Lease and (3) to otherwise comply with all of the rights provisions thereof incorporated herein for the benefit of both Sublessor and privileges of Master Lessor Landlord and Sublessor not to engage in or permit any act or omission to occur which would result in or cause a default to occur under the Master Lease. The terms and conditions contained in Sublessor agrees to perform all of its obligations under the Master Lease are incorporated as terms and conditions to otherwise comply with all of this Sublease, except for rent, term, security deposit the provisions thereof and as otherwise set forth herein. If there is not to engage in or permit any act or omission to occur which would result in or cause a conflict between the terms of this Sublease and the Master Lease, then as between Sublessor and Sublessee, the terms of this Sublease shall control. Sublessee shall pay the Minimum Rent directly default to Sublessor, with Sublessor being responsible for paying directly to Master Lessor all Base Rent and Rent Adjustments due occur under the Master Lease. Sublessee and Sublessor each agree to indemnify and hold the other harmless from any and all losses, damages and costs (including court costs and attorney's fees) incurred as a result of any default on their part of their covenants and obligations under this Section. b. Sublessee shall not commit or permit to be committed on (b) Without limiting the Premises any act or omission that violates any term or condition generality of the Master Lease. c. Except as otherwise provided hereinindemnity and hold harmless provision set forth in paragraph (a) of this Section or the indemnity, Sublessor grants to Sublessee, for the duration of the Term of hold harmless and defend provisions set forth in or incorporated into this Sublease, Sublessee shall defend, with counsel approved by Sublessor, which approval shall not be unreasonably withheld, indemnify and hold harmless the Indemnified Parties from and against all claims, law suits, causes of actions, demands, judgments, damages, losses and liabilities, and all remedial, testing, investigatory, reporting, legal, consulting and court costs and expenses arising as a result of any default by Sublessee of its covenants or in the rights and privileges granted Sublessor performance of its obligations under Section 5.2.2 of the Master Lease as it relates to the Premises. Sublessor does not assume or agree to perform for Sublessee’s benefit any of the duties or obligations of the Master Lessor under the Master Lease. d. Sublessee indemnifies and agrees to hold Sublessor harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessee under the Master Lease or incorporated into this Sublease and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. Sublessor indemnifies and agrees or otherwise arising with respect to hold Sublessee harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessor under the Master Lease or this Sublease (which breach is not caused by Sublessee) and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. e. On the Termination Date, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default Sublessee's generation, use, storage or breach by Sublessor disposal of Hazardous Materials in, on, under or Sublessee from the Premises. Sublessee's defend, indemnification and hold harmless obligations under this Sublease and/or Section shall survive the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Master Lessor or Sublessor any right to terminate the Master Lease in the event expiration of the partial or total damage, destruction, or condemnation of the Premises or the Building of which the Premises are a part, the exercise of such right by Master Lessor or Sublessor shall not constitute a default or breach hereunderTerm. f. Sublessor shall not modify, amend or terminate the Master Lease without Sublessee’s prior written consent.