Common use of Consent to Sublease Clause in Contracts

Consent to Sublease. Landlord consents to the subleasing by Tenant to Subtenant of the Subleased Premises; provided, however, that: (a) such consent does not: (i) relieve, release or discharge Tenant of any obligation to be paid or performed by Tenant under the Lease, including, without limitation, the payment of rent and other amounts when due under the Lease, whether occurring before or after such consent or the date of the Sublease, and Tenant will not be released from any liability under the Lease because of Landlord’s failure to give notice of default by Subtenant under or with respect to any of the provisions of the Lease, but rather Tenant and, with respect to the Subleased Premises (except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), Subtenant shall be jointly and severally primarily liable for such payment and performance; (ii) constitute consent by Landlord to, approval or ratification by Landlord of, or agreement by Landlord with, any particular provision of the Sublease or a representation or warranty by Landlord with respect to the Sublease, and Landlord shall not in any respect or for any purpose be bound or estopped by the Sublease; or (iii) constitute a consent to any change, alteration, addition, improvement or repair to the Subleased Premises, including the installation of signage, which must be separately obtained from Landlord by Tenant in accordance with Paragraphs 9.2 or 19.2 (as the case may be) of the Lease; (b) Subtenant may not further sublease the Subleased Premises, allow the Subleased Premises to be used by others or assign, transfer, mortgage, encumber, pledge or hypothecate the Sublease or Subtenant’s interest in the Sublease, in whole or in part, without the prior written consent of Landlord in each instance, which consent may be withheld in accordance with the provisions of the Lease relating to assignment and subleasing of the Lease; this consent is not, and shall not be deemed or construed as, a consent to any future or other sublease, assignment or transfer, or a consent to a sublease term beyond the term of the Lease, or a renewal or extension of the Lease or the Sublease; (c) such consent shall not be deemed or construed to be an assignment or partial assignment of the Lease, or, except to the extent expressly provided by this Agreement, if at all, to create any privity of contract between Landlord and Subtenant with respect to the Lease; (d) such consent shall not be deemed or construed to modify, amend, waive or affect any term, condition or other provision of the Lease, waive any breach of the Lease or any of the rights or remedies of Landlord, enlarge or increase Landlord’s obligations or Tenant’s rights under the Lease, grant to Subtenant rights that are greater than those granted to Tenant under the Lease, or waive or affect Tenant’s obligations under the Lease, which shall continue to apply to the Premises and the occupants of the Premises as if the Sublease had not been made, with the Sublease remaining in all respects subject and subordinate to the Lease, as the same may be amended; if any conflict exists between the Lease or this Agreement and the Sublease (except, as to Subtenant, as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), then the Lease or this Agreement, as applicable, shall control and prevail; (e) notwithstanding any provision of the Sublease to the contrary, Subtenant shall have no right to enforce any of Tenant’s rights under the Lease directly against Landlord, all of such rights being personal to Tenant; (f) Tenant and Subtenant shall not amend the Sublease in any respect without the prior written approval of Landlord, and in no event shall any such amendment, whether or not approved by Landlord, affect or modify or be deemed to affect or modify the Lease in any respect; (g) for the benefit of Landlord, Subtenant agrees that Subtenant will be fully and completely bound by each and every term of the Lease relating to Subtenant’s occupancy and use of the Subleased Premises, and, except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable, Subtenant expressly assumes and agrees to perform and comply with every obligation of Tenant under the Lease as to the Subleased Premises, as if Subtenant was the tenant under the Lease with respect to the Subleased Premises, including, without limitation, Tenant’s obligation to indemnify Landlord in accordance with Paragraph 11.1 of the Lease and deliver financial statements in accordance with Paragraph 18.2 of the Lease; Subtenant acknowledges that Subtenant has examined and is familiar with all of the provisions of the Lease; (h) Tenant shall be liable to Landlord for any default under the Lease, whether such default is caused by either or both Tenant and Subtenant or anyone claiming by, through or under either Tenant or Subtenant; subject to the notice and cure provisions given to Tenant and set forth in Paragraph 16.1 of the Lease, Landlord may proceed directly against Tenant without first exhausting Landlord’s remedies against Subtenant, Landlord may proceed directly against Subtenant without first exhausting Landlord’s remedies against Tenant, or Landlord may proceed directly against Tenant and Subtenant simultaneously; therefore, such consent shall not be deemed to restrict or diminish any right that Landlord may have against Tenant or Subtenant pursuant to the Lease, or at law or in equity for violation of the Lease or otherwise, including, without limitation, the right to enjoin or otherwise restrain any violation of the Lease by Subtenant, and Landlord may at any time enforce the Lease against either or both Tenant and Subtenant; any breach of the Lease by either Tenant or Subtenant will entitle Landlord to avail itself of any remedy set forth in the Lease in the event of such breach, as well as any other remedy available at law to Landlord; (i) notwithstanding anything to the contrary contained in this Agreement, Landlord shall not be liable at any time for any cost or obligation of any kind arising in connection with the Sublease, including, without limitation, any failure of Tenant or Subtenant to perform any of their respective obligations under the Sublease, brokerage commissions or other charges or expenses, improvements to the Subleased Premises, or security required to be given by Subtenant under the Sublease; Tenant and Subtenant jointly and severally agree to indemnify, protect, defend and hold harmless Landlord from all claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) that Landlord may incur as a result of any claim to pay any person any commission, finder’s fee or other charge in connection with the Sublease; (j) to the extent that any provisions of the Sublease are contrary to the provisions of the Lease, such Sublease provisions are deemed revoked as to Landlord, and Tenant and Subtenant shall fully perform all provisions of the Lease; without limiting the generality of the foregoing, and notwithstanding anything to the contrary contained in the Sublease: (i) nothing in the Sublease shall expand the liability or obligations of Landlord, whether to Tenant, Subtenant or any other party, and Landlord withholds consent to anything in the Sublease that does expand or purports to expand the liability or obligations of Landlord; and (ii) Subtenant shall have no right to expand or relocate the Subleased Premises beyond the Premises, to extend or renew the term of the Sublease beyond the initial term of the Lease or to exercise any option to terminate, right of first offer or right of first refusal, regardless of whether Tenant may have any such right under the Lease, and Subtenant shall have no right to exercise Tenant’s rights thereunder; Subtenant’s sole remedy for any alleged or actual breach of its rights in connection with the Subleased Premises shall be solely and exclusively against Tenant; and (k) pursuant and subject to Paragraph 10.3 of the Lease, concurrently with the execution and delivery of this Agreement, Tenant shall pay to Landlord all of Landlord’s reasonable and customary attorneys’ fees and costs incurred in connection with the Sublease and this Agreement.

Consent to Sublease. Landlord In accordance with the provisions of Section 18 of that certain lease agreement dated April 28, 2004 (the “Lease”) between the undersigned, as “Landlord”, and Xxxxxxx & Xxxxxxx Group North America, Inc., as “Tenant”, the undersigned hereby consents to the subleasing by Tenant to Subtenant of sublease agreement (the Subleased Premises; provided“Sublease”) between Tenant, as “Sublessor”, and Aegerion Pharmaceuticals, Inc., as “Sublessee”, dated June 6, 2006. Provided, however, that: (a) such this consent does not: (i) relieve, release or discharge Tenant of any obligation to be paid or performed by Tenant under the Lease, including, without limitation, the payment of rent and other amounts when due under the Lease, whether occurring before or after such consent or the date of the Sublease, and Tenant will shall not be released from deemed in any liability under the Lease because of Landlord’s failure way to give notice of default by Subtenant under modify or with respect to amend any of the terms or provisions of the Lease, but rather Tenant andit being the intent and understanding of Landlord in executing this consent that the Sublease is, with respect and shall be, subject and subordinate in all respects to the Subleased Premises (except as expressly set forth Lease, and that in the Sublease with respect to event of any conflict between the amount of rent or security deposit payable), Subtenant shall be jointly terms and severally primarily liable for such payment and performance; (ii) constitute consent by Landlord to, approval or ratification by Landlord of, or agreement by Landlord with, any particular provision conditions of the Sublease or a representation or warranty by Landlord with respect to Lease and the terms and conditions of the Sublease, the terms and conditions of the Lease shall control as between Landlord shall not in and Tenant. Further, and notwithstanding any respect or for any purpose be bound or estopped by the Sublease; or (iii) constitute a consent to any change, alteration, addition, improvement or repair structuring of obligations and responsibilities between Tenant and Sublessee pursuant to the Subleased Premises, including the installation terms of signage, which must be separately obtained from Landlord by Tenant in accordance with Paragraphs 9.2 or 19.2 (as the case may be) of the Lease; (b) Subtenant may not further sublease the Subleased Premises, allow the Subleased Premises to be used by others or assign, transfer, mortgage, encumber, pledge or hypothecate the Sublease or Subtenant’s interest in the Sublease, in whole or in part, without the prior written consent of Landlord in each instance, which consent may be withheld in accordance with the provisions of the Lease relating to assignment and subleasing of the Lease; this consent is not, and shall not be deemed or construed as, a consent to any future or other sublease, assignment or transfer, or a consent to a sublease term beyond the term Section 18 of the Lease, or a renewal or extension Tenant remains fully liable for the performance of all applicable obligations and responsibilities of the Lease or the Sublease; (c) such consent shall not be deemed or construed to be an assignment or partial assignment of the Lease, or, except to the extent expressly provided by this Agreement, if at all, to create any privity of contract between Landlord and Subtenant with respect to the Lease; (d) such consent shall not be deemed or construed to modify, amend, waive or affect any term, condition or other provision of the Lease, waive any breach of the Lease or any of the rights or remedies of Landlord, enlarge or increase Landlord’s obligations or “Tenant’s rights ” under the Lease. Further, grant to Subtenant rights that are greater than those granted to Tenant under the Lease, or waive or affect Tenant’s obligations under the Lease, which shall continue to apply to the Premises and the occupants of the Premises as if the Sublease had not been made, with the Sublease remaining in all respects subject and subordinate to the Lease, as the same may be amended; if any conflict exists between the Lease or this Agreement and the Sublease (except, as to Subtenant, as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), then the Lease or this Agreement, as applicable, shall control and prevail; (e) notwithstanding any provision of the Sublease to the contrary, Subtenant shall have no right to enforce any of Tenant’s rights under the Lease directly against Landlord, all of such rights being personal to Tenant; (f) Tenant and Subtenant shall not amend the Sublease in any respect without the prior written approval of Landlord, and in no event shall any such amendment, whether or not approved consent by Landlord, affect or modify or be deemed to affect or modify the Lease in any respect; (g) for the benefit of Landlord, Subtenant agrees that Subtenant will be fully and completely bound by each and every term of the Lease relating to Subtenant’s occupancy and use of the Subleased Premises, and, except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable, Subtenant expressly assumes and agrees to perform and comply with every obligation of Tenant under the Lease as to the Subleased Premises, as if Subtenant was the tenant under the Lease with respect to the Subleased Premises, including, without limitation, Tenant’s obligation to indemnify Landlord in accordance with Paragraph 11.1 of the Lease and deliver financial statements in accordance with Paragraph 18.2 of the Lease; Subtenant acknowledges that Subtenant has examined and is familiar with all of the provisions of the Lease; (h) Tenant shall be liable to Landlord for any default under the Lease, whether such default is caused by either or both Tenant and Subtenant or anyone claiming by, through or under either Tenant or Subtenant; subject to the notice and cure provisions given to Tenant and set forth in Paragraph 16.1 of the Lease, Landlord may proceed directly against Tenant without first exhausting Landlord’s remedies against Subtenant, Landlord may proceed directly against Subtenant without first exhausting Landlord’s remedies against Tenant, or Landlord may proceed directly against Tenant and Subtenant simultaneously; therefore, such consent shall not be deemed to restrict or diminish any right that be a waiver by Landlord may have against Tenant or Subtenant pursuant to the Lease, or at law or in equity for violation of the Lease or otherwise, including, without limitation, the its right to enjoin approve any other subletting or otherwise restrain any violation of the Lease by Subtenantassignment, and Landlord may at any time enforce the Lease against either or both Tenant and Subtenant; any breach of the Lease by either Tenant or Subtenant will entitle Landlord to avail itself of any remedy as set forth in the Lease in the event of such breachLease. LANDLORD: GLB 3, as well as any other remedy available at law to Landlord; (i) notwithstanding anything to the contrary contained in this AgreementL.L.C., Landlord shall not be liable at any time for any cost or obligation of any kind arising in connection with the Subleasea New Jersey limited liability partnership By: Glenborough Realty Trust Incorporated, includinga Maryland corporation, without limitationIts Manager By: /s/ [ILLEGIBLE] Its Executive Vice President The undersigned, any failure of Tenant or Subtenant to perform any of their respective obligations GLB 3, L.L.C., Lessor under the Sublease, brokerage commissions or other charges or expenses, improvements to the Subleased Premises, or security required to be given by Subtenant under the Sublease; Tenant and Subtenant jointly and severally agree to indemnify, protect, defend and hold harmless Landlord from all claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) that Landlord may incur as a result of any claim to pay any person any commission, finder’s fee or other charge in connection with the Sublease; (j) to the extent that any provisions of the Sublease are contrary to the provisions of the Lease, such Sublease provisions are deemed revoked as to Landlord, and Tenant and Subtenant shall fully perform all provisions of the Lease; without limiting the generality of the foregoing, and notwithstanding anything hereby consents to the contrary contained in foregoing Sublease to be effective upon the Sublease: (i) nothing in the Sublease shall expand the liability or obligations execution of Landlordsaid instrument by Xxxxxxx & Xxxxxxx Group North America, whether to TenantInc., Subtenant or any other party, and Landlord withholds consent to anything in the Sublease that does expand or purports to expand the liability or obligations of Landlord; and (ii) Subtenant shall have no right to expand or relocate the Subleased Premises beyond the Premises, to extend or renew the term of the Sublease beyond the initial term of the Lease or to exercise any option to terminate, right of first offer or right of first refusal, regardless of whether Tenant may have any such right lessee under the Lease, and Subtenant shall have no right to exercise Tenant’s rights thereunder; Subtenant’s sole remedy for any alleged or actual breach by the above-named Sublessee. GLB 3, L.L.C., a New Jersey limited liability partnership By: Glenborough Realty Trust Incorporated, a Maryland corporation, Its Manager By: /s/ [ILLEGIBLE] Date: June 6, 2006 1. LEASE OF PREMISES 1 2. DEFINITIONS 1 2.1 ANNUAL BASE RENT: 1 2.2 BASE YEAR 1 2.3 COMMENCEMENT DATE 1 2.4 COMMON AREA 1 2.5 EXPIRATION DATE 1 2.6 LANDLORD’S ADDRESS FOR NOTICE 2 2.7 LISTING AND LEASING AGENT(S) 2 2.8 MONTHLY INSTALLMENTS OF BASE RENT 2 2.9 NOTICE 2 2.10 PARKING 2 2.11 PREMISES 2 2.12 PROJECT 2 2.13 LAND 3 2.14 PARK 3 2.15 RENTABLE AREA 3 2.16 SECURITY DEPOSIT (Section 8.) 3 2.17 STATE 3 2.18 TENANT’S PROPORTIONATE SHARE 3 2.19 TENANT’S USE (Section 9.) 3 2.20 TERM 3 3. EXHIBITS AND ADDENDA 3 4. DELIVERY OF POSSESSION 4 5. INTENDED USE OF THE PREMISES 5 6. RENT 5 6.1 Payment of its rights in connection with the Subleased Premises shall be solely Rent 5 6.2 [Intentionally Deleted] 5 6.3 Determination and exclusively against Tenant; and (k) pursuant Payment of Tax Costs and subject to Paragraph 10.3 of the Lease, concurrently with the execution and delivery of this Agreement, Tenant shall pay to Landlord all of Landlord’s reasonable and customary attorneys’ fees and costs incurred in connection with the Sublease and this Agreement.Operating Expenses 8

Consent to Sublease. Landlord consents to the subleasing by Tenant to Subtenant of the Subleased Premises; provided, however, that: (a) such Notwithstanding the prohibition set forth in Section 6.1(a), so long as there then exists no Default of Tenant (nor any event or circumstance which, with the giving of notice or the passage of time, or both, would constitute a Default of Tenant), Landlord shall not unreasonably withhold, delay or condition its consent does notto one or more sublettings requested by Tenant, provided further that: (i) relieveThe business of each proposed subtenant and its use of the Premises shall be consistent with the Permitted Uses, release and the financial condition and standing of the proposed subtenant shall be reasonably acceptable to Landlord (notwithstanding that Tenant will remain liable hereunder).. (ii) Neither the proposed subtenant nor any person who directly or discharge indirectly, controls, is controlled by, or is under common control with, the proposed subtenant or any person who controls the proposed subtenant, shall be (A) a government (or subdivision or agency thereof), or (B) a medical or dental office, or (C) a tenant of the Building or the Park; (iii) The form of the proposed sublease, as well as the Landlord’s consent thereto, shall be reasonably satisfactory to Landlord and its counsel and shall comply with the applicable provisions of this Article 6; (iv) not later than fifteen (15) days prior to the proposed commencement of such sublease, Landlord shall have received information reasonably sufficient to determine compliance with the foregoing conditions; and (v) Tenant shall in all cases remain fully and primarily liable hereunder. If Tenant requests Xxxxxxxx’s consent to a sublease then, at the time of such request, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed transfer, copies of the proposed documentation, and the following information about the proposed sublessee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed sublessee’s creditworthiness and character. (b) It shall not be unreasonable for Landlord to withhold its consent to any obligation to be paid or performed by proposed sublease if (i) at the time of such request, Tenant is in default under the this Lease, (ii) the proposed sublessee is a tenant in the Building or is an affiliate of such a tenant or a party that Landlord has identified as a tenant or a prospective tenant in the Building, (iii) the financial responsibility (including, without limitation, the payment of rent and other amounts when due under fact that the Lease, whether occurring before or after such consent or proposed sublessee has a smaller net worth than tenant on the date of this Lease and/or such sublessee is less able financially to pay the SubleaseRent under this Lease as and when they are due and payable), nature of business, and character of the proposed transferee are not all reasonably satisfactory to Landlord, (iv) in the reasonable judgment of Landlord the purpose for which the transferee intends to use the Premises (or a portion thereof) is not in keeping with Landlord’s standards for the Building or would impose a burden on the parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant will not be released from any liability (or, in the case of retail space, is for a use that Landlord determines in its sole discretion is inconsistent with Landlord’s desired retail mix), (v) the proposed sublessee is a government entity or quasi-governmental entity or agency, (vi) the Basic Rent payable by the proposed transferee is less than the greater of: (x) the then prevailing fair market rental rate for the Premises as determined by Landlord, or (y) the Basic Rent payable by Tenant under the Lease because and/or (vii) the proposed sublease would cause Landlord to be in violation of Landlord’s failure to give notice of default by Subtenant under or with respect to any of the provisions of the Lease, but rather Tenant and, with respect to the Subleased Premises (except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), Subtenant shall be jointly and severally primarily liable for such payment and performance; (ii) constitute consent by Landlord to, approval or ratification by Landlord of, its obligations under another lease or agreement by to which Landlord with, any particular provision of the Sublease or is a representation or warranty by Landlord with respect to the Sublease, and Landlord shall not in any respect or for any purpose be bound or estopped by the Sublease; or (iii) constitute a consent to any change, alteration, addition, improvement or repair to the Subleased Premises, including the installation of signage, which must be separately obtained from Landlord by Tenant in accordance with Paragraphs 9.2 or 19.2 (as the case may be) of the Lease; (b) Subtenant may not further sublease the Subleased Premises, allow the Subleased Premises to be used by others or assign, transfer, mortgage, encumber, pledge or hypothecate the Sublease or Subtenant’s interest in the Sublease, in whole or in part, without the prior written consent of Landlord in each instance, which consent may be withheld in accordance with the provisions of the Lease relating to assignment and subleasing of the Lease; this consent is not, and shall not be deemed or construed as, a consent to any future or other sublease, assignment or transfer, or a consent to a sublease term beyond the term of the Lease, or a renewal or extension of the Lease or the Sublease; (c) such consent shall not be deemed or construed to be an assignment or partial assignment of the Lease, or, except to the extent expressly provided by this Agreement, if at all, to create any privity of contract between Landlord and Subtenant with respect to the Lease; (d) such consent shall not be deemed or construed to modify, amend, waive or affect any term, condition or other provision of the Lease, waive any breach of the Lease or any of the rights or remedies of Landlord, enlarge or increase Landlord’s obligations or Tenant’s rights under the Lease, grant to Subtenant rights that are greater than those granted to Tenant under the Lease, or waive or affect Tenant’s obligations under the Lease, which shall continue to apply to the Premises and the occupants of the Premises as if the Sublease had not been made, with the Sublease remaining in all respects subject and subordinate to the Lease, as the same may be amended; if any conflict exists between the Lease or this Agreement and the Sublease (except, as to Subtenant, as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), then the Lease or this Agreement, as applicable, shall control and prevail; (e) notwithstanding any provision of the Sublease to the contrary, Subtenant shall have no right to enforce any of Tenant’s rights under the Lease directly against Landlord, all of such rights being personal to Tenant; (f) Tenant and Subtenant shall not amend the Sublease in any respect without the prior written approval of Landlord, and in party. In no event shall any such amendment, whether sublease cover fewer than 2,000 square feet of space or not approved by Landlord, affect or modify or be deemed to affect or modify the Lease in any respect; (g) for the benefit of Landlord, Subtenant agrees that Subtenant will be fully and completely bound by each and every have a fixed term of the Lease relating less than one (1) year. The foregoing shall not exclude any other reasonable basis for Landlord to Subtenant’s occupancy and use of the Subleased Premises, and, except as expressly set forth in the Sublease with respect withhold its consent. Landlord shall have no liability for damages to the amount of rent or security deposit payable, Subtenant expressly assumes and agrees to perform and comply with every obligation of Tenant under the Lease as to the Subleased Premises, as if Subtenant was the tenant under the Lease with respect to the Subleased Premises, including, without limitation, Tenant’s obligation to indemnify Landlord in accordance with Paragraph 11.1 of the Lease and deliver financial statements in accordance with Paragraph 18.2 of the Lease; Subtenant acknowledges that Subtenant has examined and is familiar with all of the provisions of the Lease; (h) Tenant shall be liable to Landlord for any default under the Lease, whether such default is caused by either or both Tenant and Subtenant or anyone claiming by, through or under either Tenant or Subtenant; subject to the notice any proposed sublessee, and cure provisions given to Tenant and set forth in Paragraph 16.1 of the Lease, Landlord may proceed directly against Tenant without first exhausting Landlord’s remedies against Subtenant, Landlord may proceed directly against Subtenant without first exhausting Landlord’s remedies against Tenant, or Landlord may proceed directly against Tenant and Subtenant simultaneously; therefore, such consent shall not be deemed permitted to restrict or diminish any right that Landlord may have against Tenant or Subtenant pursuant to the terminate this Lease, or at law or in equity for violation if it is adjudicated that Landlord’s consent has been unreasonably withheld and such unreasonable withholding of the consent constitutes a breach of this Lease or otherwise, including, without limitation, the right to enjoin or otherwise restrain any violation of the Lease by Subtenant, and Landlord may at any time enforce the Lease against either or both Tenant and Subtenant; any breach of the Lease by either Tenant or Subtenant will entitle Landlord to avail itself of any remedy set forth in the Lease in the event of such breach, as well as any other remedy available at law to Landlord; (i) notwithstanding anything to the contrary contained in this Agreement, Landlord shall not be liable at any time for any cost or obligation of any kind arising in connection with the Sublease, including, without limitation, any failure of Tenant or Subtenant to perform any of their respective obligations under the Sublease, brokerage commissions or other charges or expenses, improvements to the Subleased Premises, or security required to be given by Subtenant under the Sublease; Tenant and Subtenant jointly and severally agree to indemnify, protect, defend and hold harmless Landlord from all claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) that Landlord may incur as a result of any claim to pay any person any commission, finder’s fee or other charge in connection with the Sublease; (j) to the extent that any provisions of the Sublease are contrary to the provisions of the Lease, such Sublease provisions are deemed revoked as to Landlord, and Tenant and Subtenant shall fully perform all provisions of the Lease; without limiting the generality of the foregoing, and notwithstanding anything to the contrary contained in the Sublease: (i) nothing in the Sublease shall expand the liability or obligations of Landlord, whether duty to Tenant, Subtenant the proposed sublessee or any other party, and Landlord withholds consent to anything in person on the Sublease that does expand or purports to expand the liability or obligations part of Landlord; and (ii) Subtenant shall have no right to expand or relocate the Subleased Premises beyond the Premises. In such event, to extend or renew the term of the Sublease beyond the initial term of the Lease or to exercise any option to terminate, right of first offer or right of first refusal, regardless of whether Tenant may have any such right under the Lease, and Subtenant shall have no right to exercise Tenant’s rights thereunder; SubtenantXxxxxx’s sole remedy for any alleged or actual breach of its rights in connection with the Subleased Premises shall be solely and exclusively against Tenant; and (k) pursuant and subject to Paragraph 10.3 of have the Lease, concurrently with the execution and delivery of this Agreement, Tenant shall pay to Landlord all of Landlordproposed sublease declared valid as if Xxxxxxxx’s reasonable and customary attorneys’ fees and costs incurred in connection with the Sublease and this Agreementconsent had been given.

Consent to Sublease. Landlord consents Notwithstanding the prohibition set forth in Section 6.1(a), but subject to Section 6.7, the subleasing by Tenant to Subtenant following provisions shall govern Tenant's subletting of the Subleased Premises; provided: Landlord shall not unreasonably withhold its consent to one or more sublettings requested by Tenant, however, provided further that: (a) such consent does not: (i) relieve, release or discharge Tenant The business of any obligation to be paid or performed by Tenant under the Lease, including, without limitation, the payment of rent each proposed subtenant and other amounts when due under the Lease, whether occurring before or after such consent or the date its use of the SubleasePremises shall be consistent with the Permitted Uses, and Tenant will not be released from any liability under including the Lease because of Landlord’s failure to give notice of default by Subtenant under or with respect to any of the provisions of the Lease, but rather Tenant and, with respect to the Subleased Premises (except as expressly specific exclusions therefrom set forth in the Sublease with respect to the amount of rent or security deposit payable), Subtenant shall be jointly and severally primarily liable for such payment and performanceSection 5.1 hereof; (ii) constitute consent by In the reasonable judgment of Landlord to, approval or ratification by the proposed subtenant is of a character and financial condition such as is in keeping with the standards of Landlord of, or agreement by Landlord with, any particular provision of in those respects for the Sublease or a representation or warranty by Landlord with respect to Building and the Sublease, and Landlord shall not in any respect or for any purpose be bound or estopped by the Sublease; orComplex; (iii) constitute Neither the proposed subtenant, nor any person or entity who directly or indirectly controls, is controlled by, or is under common control with, the proposed subtenant or any person who controls the proposed subtenant, shall be (A) a consent to government entity (or subdivision or agency thereof), or (B) a person or entity which is negotiating (or which has, in the last twelve (12) months, negotiated) with Landlord for the rental of any changespace in the Site, alterationprovided Landlord has available, additionor will have available within six (6) months from the effective date of the proposed sublease, improvement or repair in Landlord's Buildings at the Site, compatible space in size to the Subleased Premises, including the installation of signage, which must space proposed to be separately obtained from Landlord by Tenant in accordance with Paragraphs 9.2 sublet (compatible space being defined as plus or 19.2 minus ten percent (as the case may be10%) of the Leasespace proposed to be sublet); (biv) Subtenant may not further The form of the proposed sublease the Subleased Premises, allow the Subleased Premises shall be reasonably satisfactory to be used by others or assign, transfer, mortgage, encumber, pledge or hypothecate the Sublease or Subtenant’s interest in the Sublease, in whole or in part, without the prior written consent of Landlord in each instance, which consent may be withheld in accordance and shall comply with the applicable provisions of this Article 6; (v) No proposed sublease for which the sublet space shall be physically segregated shall cover less than 3,000 square feet of Premises Rentable Area and Tenant shall, upon Landlord's request, remove such physical segregation prior to the expiration of the Lease relating to assignment and subleasing of the Lease; this consent is not, and shall not be deemed or construed as, a consent to any future or other sublease, assignment or transfer, or a consent to a sublease term beyond the term of the Lease, or a renewal or extension of the Lease or the SubleaseTerm; (cvi) such consent shall not be deemed or construed to be an assignment or partial assignment of the Lease, or, except Not later than thirty (30) days prior to the extent expressly provided by this Agreementproposed commencement of such sublease, if at all, Landlord shall have received information reasonably sufficient to create any privity of contract between Landlord and Subtenant determine compliance with respect to the Lease;foregoing conditions; and (dvii) such consent shall not be deemed or construed to modify, amend, waive or affect any term, condition or other provision of the Lease, waive any breach of the Lease or any of the rights or remedies of Landlord, enlarge or increase Landlord’s obligations or Tenant’s rights under the Lease, grant to Subtenant rights that are greater than those granted to Tenant under the Lease, or waive or affect Tenant’s obligations under the Lease, which shall continue to apply to the Premises and the occupants of the Premises as if the Sublease had not been made, with the Sublease remaining in all respects subject and subordinate to the Lease, as the same may be amended; if any conflict exists between the Lease or this Agreement and the Sublease (except, as to Subtenant, as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), then the Lease or this Agreement, as applicable, shall control and prevail; (e) notwithstanding any provision of the Sublease to the contrary, Subtenant shall have no right to enforce any of Tenant’s rights under the Lease directly against Landlord, all of such rights being personal to Tenant; (f) Tenant and Subtenant shall not amend the Sublease in any respect without the prior written approval of Landlord, and in no event shall Tenant be released from its obligations under this Lease. Moreover, notwithstanding any such amendment, whether sublease which may be permitted hereunder or not approved consented to by Landlord, affect or modify or be deemed to affect or modify the Lease Tenant shall in any respect; (g) for the benefit of Landlord, Subtenant agrees that Subtenant will be all cases remain fully and completely bound by each and every term of the Lease relating to Subtenant’s occupancy and use of the Subleased Premises, and, except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable, Subtenant expressly assumes and agrees to perform and comply with every obligation of Tenant under the Lease as to the Subleased Premises, as if Subtenant was the tenant under the Lease with respect to the Subleased Premises, including, without limitation, Tenant’s obligation to indemnify Landlord in accordance with Paragraph 11.1 of the Lease and deliver financial statements in accordance with Paragraph 18.2 of the Lease; Subtenant acknowledges that Subtenant has examined and is familiar with all of the provisions of the Lease; (h) Tenant shall be primarily liable to Landlord for any default under the Lease, whether such default is caused by either or both Tenant and Subtenant or anyone claiming by, through or under either Tenant or Subtenant; subject to the notice and cure provisions given to Tenant and set forth in Paragraph 16.1 of the Lease, Landlord may proceed directly against Tenant without first exhausting Landlord’s remedies against Subtenant, Landlord may proceed directly against Subtenant without first exhausting Landlord’s remedies against Tenant, or Landlord may proceed directly against Tenant and Subtenant simultaneously; therefore, such consent shall not be deemed to restrict or diminish any right that Landlord may have against Tenant or Subtenant pursuant to the Lease, or at law or in equity for violation of the Lease or otherwise, including, without limitation, the right to enjoin or otherwise restrain any violation of the Lease by Subtenant, and Landlord may at any time enforce the Lease against either or both Tenant and Subtenant; any breach of the Lease by either Tenant or Subtenant will entitle Landlord to avail itself of any remedy set forth in the Lease in the event of such breach, as well as any other remedy available at law to Landlord; (i) notwithstanding anything to the contrary contained in this Agreement, Landlord shall not be liable at any time for any cost or obligation of any kind arising in connection with the Sublease, including, without limitation, any failure of Tenant or Subtenant to perform any of their respective obligations under the Sublease, brokerage commissions or other charges or expenses, improvements to the Subleased Premises, or security required to be given by Subtenant under the Sublease; Tenant and Subtenant jointly and severally agree to indemnify, protect, defend and hold harmless Landlord from all claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) that Landlord may incur as a result of any claim to pay any person any commission, finder’s fee or other charge in connection with the Sublease; (j) to the extent that any provisions of the Sublease are contrary to the provisions of the Lease, such Sublease provisions are deemed revoked as to Landlord, and Tenant and Subtenant shall fully perform all provisions of the Lease; without limiting the generality of the foregoing, and notwithstanding anything to the contrary contained in the Sublease: (i) nothing in the Sublease shall expand the liability or obligations of Landlord, whether to Tenant, Subtenant or any other party, and Landlord withholds consent to anything in the Sublease that does expand or purports to expand the liability or obligations of Landlord; and (ii) Subtenant shall have no right to expand or relocate the Subleased Premises beyond the Premises, to extend or renew the term of the Sublease beyond the initial term of the Lease or to exercise any option to terminate, right of first offer or right of first refusal, regardless of whether Tenant may have any such right under the Lease, and Subtenant shall have no right to exercise Tenant’s rights thereunder; Subtenant’s sole remedy for any alleged or actual breach of its rights in connection with the Subleased Premises shall be solely and exclusively against Tenant; and (k) pursuant and subject to Paragraph 10.3 of the Lease, concurrently with the execution and delivery of this Agreement, Tenant shall pay to Landlord all of Landlord’s reasonable and customary attorneys’ fees and costs incurred in connection with the Sublease and this Agreementhereunder.

Consent to Sublease. Landlord Lessor hereby consents to the subleasing by Tenant to Subtenant sublease of the Subleased Premises; providedSublease Premises to Sublessee pursuant to the Sublease (in the form attached hereto as Schedule “1”) upon the following express terms and conditions and Lessor, however, thatLessee and Sublessee hereby agree as follows: (a) such consent does not: A. Neither the Sublease nor this Consent shall: (i) relieve, release or discharge Tenant of any obligation to be paid or performed by Tenant under the Lease, including, without limitation, the payment of rent and other amounts when due under the Lease, whether occurring before or after such consent or the date of the Sublease, and Tenant will not be released from any liability under the Lease because of Landlord’s failure to give notice of default by Subtenant under or with respect to any of the provisions of the Lease, but rather Tenant and, with respect to the Subleased Premises (except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), Subtenant shall be jointly and severally primarily liable for such payment and performance; (ii) constitute consent by Landlord to, approval or ratification by Landlord of, or agreement by Landlord with, any particular provision of the Sublease or a representation or warranty by Landlord with respect to the Sublease, and Landlord shall not in any respect or for any purpose be bound or estopped by the Sublease; or (iii) constitute a consent to any change, alteration, addition, improvement or repair to the Subleased Premises, including the installation of signage, which must be separately obtained from Landlord by Tenant in accordance with Paragraphs 9.2 or 19.2 (as the case may be) of the Lease; (b) Subtenant may not further sublease the Subleased Premises, allow the Subleased Premises to be used by others or assign, transfer, mortgage, encumber, pledge or hypothecate the Sublease or Subtenant’s interest in the Sublease, in whole or in part, without the prior written consent of Landlord in each instance, which consent may be withheld in accordance with the provisions of the Lease relating to assignment and subleasing of the Lease; this consent is not, and shall not be deemed or construed as, a consent to any future or other sublease, assignment or transfer, or a consent to a sublease term beyond the term of the Lease, or a renewal or extension of the Lease or the Sublease; (c) such consent shall not be deemed or construed to be an assignment or partial assignment of the Lease, or, except to the extent expressly provided by this Agreementin Paragraph 1.C, if at allabove, to create release or discharge Lessee from any privity of contract between Landlord and Subtenant with respect to liability, whether past, present or future, under the Lease; ; (dii) such operate as Lessor’s consent to be bound by or approval of any of the terms, covenants, conditions, provisions or agreements of the Sublease, and Lessor shall not be deemed or bound thereby; (iii) be construed to, (1) except to the extent expressly provided in Paragraph 1, above, modify, amendwaive, waive release or otherwise affect any termof the terms, condition covenants; conditions, provisions or other provision agreements of the Lease, (2) waive any breach of the Lease or Lease; (3) except to the extent expressly provided in Paragraphs 1.B and 1.C, above, waive any of the rights or remedies of Landlord, enlarge or increase Landlord’s obligations or Tenant’s rights as Lessor under the Lease, grant to Subtenant rights that are greater than those granted to Tenant (4) enlarge or increase the obligations of Lessor under the Lease, or waive (5) except to the extent expressly provided in Paragraph 1.B, above, enlarge or affect Tenantincrease Sublessee’s obligations rights and benefits in excess of the rights and benefits of Lessee under the Lease, which shall continue to apply (iv) be construed as a consent by Lessor to, (1) except to the Premises and the occupants of the Premises extent expressly provided in Paragraph 2.1, below, any further Transfer (as if the Sublease had not been made, with the Sublease remaining defined in all respects subject and subordinate to the Lease, as the same may be amended; if any conflict exists between the Lease ) either by Lessee or this Agreement and the Sublease (except, as to Subtenant, as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), then the Lease or this Agreement, as applicable, shall control and prevail; (e) notwithstanding any provision of the Sublease to the contrary, Subtenant shall have no right to enforce any of Tenant’s rights under the Lease directly against Landlord, all of such rights being personal to Tenant; (f) Tenant and Subtenant shall not amend the Sublease in any respect without the prior written approval of Landlord, and in no event shall any such amendmentby Sublessee, whether or not approved by Landlord, affect or modify or be deemed to affect or modify the Lease in any respect; (g) for the benefit of Landlord, Subtenant agrees that Subtenant will be fully and completely bound by each and every term of the Lease relating to Subtenant’s occupancy and use of the Subleased Premises, and, except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable, Subtenant expressly assumes and agrees to perform and comply with every obligation of Tenant under the Lease as to the Subleased Premises, as if Subtenant was the tenant under the Lease with respect to the Subleased Premises, including, without limitation, Tenant’s obligation to indemnify Landlord in accordance with Paragraph 11.1 of the Lease and deliver financial statements in accordance with Paragraph 18.2 of the Lease; Subtenant acknowledges that Subtenant has examined and is familiar with all of the provisions of the Lease; (h) Tenant shall be liable to Landlord for any default under the Lease, whether such default is caused by either or both Tenant and Subtenant or anyone claiming by, through or under either Tenant or Subtenant; subject to the notice and cure provisions given to Tenant and set forth in Paragraph 16.1 of the Lease, Landlord may proceed directly against Tenant without first exhausting Landlord’s remedies against Subtenant, Landlord may proceed directly against Subtenant without first exhausting Landlord’s remedies against Tenant, or Landlord may proceed directly against Tenant and Subtenant simultaneously; therefore, such consent shall not be deemed to restrict or diminish any right that Landlord may have against Tenant or Subtenant pursuant to the Lease, or at law or in equity for violation of the Lease or otherwise, including, without limitation, the right to enjoin or otherwise restrain any violation of the Lease by Subtenant, and Landlord may at any time enforce the Lease against either or both Tenant and Subtenant; any breach of the Lease by either Tenant or Subtenant will entitle Landlord to avail itself of any remedy set forth in the Lease in the event of such breach, as well as any other remedy available at law to Landlord; (i) notwithstanding anything to the contrary contained in this Agreement, Landlord shall not be liable at any time for any cost or obligation of any kind arising in connection with the Sublease, including, without limitation, any failure of Tenant or Subtenant to perform any of their respective obligations under the Sublease, brokerage commissions or other charges or expenses, improvements to the Subleased Premises, or security required to be given by Subtenant under the Sublease; Tenant and Subtenant jointly and severally agree to indemnify, protect, defend and hold harmless Landlord from all claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) that Landlord may incur as a result of any claim to pay any person any commission, finder’s fee or other charge in connection with the Sublease; (j) to the extent that any provisions of the Sublease are contrary to the provisions of the Lease, such Sublease provisions are deemed revoked as to Landlord, and Tenant and Subtenant shall fully perform all provisions of the Lease; without limiting the generality of the foregoing, and notwithstanding anything to the contrary contained in the Sublease: (i) nothing in the Sublease shall expand the liability or obligations of Landlord, whether to Tenant, Subtenant or any other party, and Landlord withholds consent to anything in the Sublease that does expand or purports to expand permit the liability or obligations same, (2) any extension of Landlord; and (ii) Subtenant shall have no right to expand or relocate the Subleased Premises beyond the Premises, to extend or renew the term of the Sublease beyond the initial term set forth therein, (3) any change in size (either an expansion or contraction) of the Sublease Premises from the size set forth in the Sublease (all of which shall require the consent of Lessor); (v) except to the extent expressly permitted under Paragraph 2.E.(i), below, be construed as a consent to any improvement or alteration to or the Sublease Premises (and prior to the undertaking by Lessee or Sublessee of any improvement or alteration to or in the Sublease Premises, Lessee shall obtain Lessor’s prior written consent as provided for under the Lease), or (vi) except to the extent expressly permitted under Paragraph 2.E(ii), below, be construed as a consent to any Reportable Use of any Hazardous Substances (and prior to the undertaking by Lessee or Sublessee of any Reportable Use, Lessee shall obtain Lessor’s prior written consent as provided for under the Lease). B. The Sublease is subordinate to the Lease and is subject and subordinate to all of its terms, covenants, conditions, provisions and agreements. Subject to the term of this Consent, Sublessee hereby agrees to perform faithfully and be bound by all of the terms, covenants, conditions, provisions and agreements of the Lease (provided, however, that Sublessee shall not be liable for any defaults under the Lease caused by the acts or omissions of Lessee (and/or its predecessors-in-interest and/or successors-in-interest) or for any liabilities of Lessee (and/or its predecessors-in-interest and/or successors-in-interest) under the Lease for payment of Rent). C. In the event of a Default (as defined in the Lease) by Lessee under the Lease, the rent due from Sublessee under the Sublease shall be deemed assigned to Lessor, and Lessor shall have the right, but not the obligation following such Default, to give notice of such assignment to Sublessee, in which case Sublessee shall pay directly to Lessor the rent due from Sublessee under the Sublease. Lessor shall credit Lessee with any rent received and retained by Lessor under such assignment, but the acceptance of any payment on account of rent from Sublessee as the result of any such Default shall in no manner whatsoever be deemed an attornment by Sublessee to Lessor, or serve to release Lessee from any liability under the terms, covenants, conditions, provisions or agreements under the Lease. Lessee shall not be released from any liability under the Lease, nor shall any liability of Lessee be decreased, because of Lessor’s failure to give notice of default under or in respect of any of the terms, covenants, conditions, provisions or agreements of the Lease or because of Lessor’s direct conversations, communications or other dealings with Sublessee. D. The term of the Sublease shall expire and come to exercise an end on its expiration date or any option premature termination date thereof or concurrently with any premature termination of the Lease for any reason, in which case, subject to terminatethe provisions of the Future Lease (including, right without limitation, Paragraph 54 of first offer or right the Future Lease) and of first refusalthis Paragraph 2.D, regardless of whether Tenant may have any such right under Sublessee shall immediately vacate the Sublease Premises and surrender possession thereof to Lessor. Notwithstanding the foregoing, if the Lease shall be terminated by Lessor due to a Breach (as defined in the Lease) by Lessee and at such time the Future Lease is not in full force and effect, and Subtenant shall have no right by written notice to exercise Tenant’s rights thereunder; Subtenant’s sole remedy for any alleged or actual breach of its rights in connection with the Subleased Premises shall be solely and exclusively against Tenant; and (k) pursuant and subject Sublessee, Lessor may elect not to Paragraph 10.3 of the Lease, concurrently with the execution and delivery of this Agreement, Tenant shall pay to Landlord all of Landlord’s reasonable and customary attorneys’ fees and costs incurred in connection with terminate the Sublease and to succeed to Lessee’s interest in the Sublease, in which case (i) Sublessee (a) shall be bound to Lessor under the terms, covenants and conditions of the Sublease for the balance of the term thereof remaining with the same force and effect (as if Lessor were the sublessor under the Sublease) and (b) shall attorn to Lessor as its landlord upon the succession of Lessor to the interest of Lessee under the Sublease (and upon request, Sublessee shall execute and deliver any commercially reasonable instruments required to evidence such attornment) and (ii) Lessor, if it has sent such notice, shall accept such attornment subject to the limitations contained in this AgreementConsent. In such case, notwithstanding anything to the contrary in the Sublease, Lessor shall not be: (1) liable for any acts or omissions of Lessee; or (2) subject to any offsets or defenses previously accrued in favor of Sublessee against Lessee; (3) liable for any consequential damages attributable to any acts or omissions of Lessee; or (4) obligated to give Sublessee a credit for or acknowledge (x) any rent, security deposit or any other sums which Sublessee has paid to Lessee (except to the extent that all Rent (as defined in the Lease) payable from Lessee to Lessor under the Lease shall be paid and Lessor shall actually receive from Lessee any amounts that Lessor shall actually acknowledge constitute amounts that are payable by Sublessee to Lessor (as opposed to Lessee) under the Sublease following Lessor’s succession to Lessee’s interest in the Sublease) or (y) or for any security deposit that Lessee may have deposited with Lessor.

Consent to Sublease. Landlord consents Sublandlord shall make commercially reasonable efforts to obtain Landlord’s consent to this Sublease (the “Consent”) as soon as reasonably possible, subject to the subleasing by Tenant to Subtenant third sentence of this Section 25. The Consent shall be rendered in writing in substantially the Subleased Premises; providedform attached hereto as Exhibit C, however, that: except that the Consent shall also provide the following (a) such consent does not: (i) relieve, release or discharge Tenant notwithstanding the provisions of any obligation to be paid or performed by Tenant under the Lease, the Permitted Uses (as such term is used in the Lease) of the Sublet Premises shall be for the executive, administrative and general business offices, including, without limitation, for businesses other than a law firm (the payment “Expanded Permitted Uses”), (b) any assignee or undertenant of rent Subtenant may use the Sublet Premises for any Expanded Permitted Uses and be engaged in a business other amounts when than that of a law firm, and (c) the expanded rights to assign the Sublease or sublet the Sublet Premises or otherwise effectuate transfer as set forth in Section 14(u) of Exhibit C (such consent, as so modified, the “Acceptable Consent”). Sublandlord shall pay all charges and fees due under in connection therewith on or before same are due, excluding, however, any Subtenant’s legal fees incurred by Subtenant in connection with negotiating same, which shall be borne solely by Subtenant. If Sublandlord does not obtain the LeaseAcceptable Consent within thirty (30) days after Sublandlord’s receipt of an original executed counterpart of this Sublease signed by Subtenant, whether occurring before or after then at any time thereafter until the Consent is obtained, Subtenant may terminate this Sublease upon written notice to Sublandlord as its sole remedy, whereupon any and all such consent or the date executed counterparts of the Sublease, together with any Security Deposit, rentals and Tenant will not other amounts paid shall be released from promptly returned to Subtenant (but no later than five (5) days after such termination), and neither party hereto shall have any liability under the Lease because of Landlord’s failure to give notice of default by Subtenant under or with respect to any of the provisions of the Lease, but rather Tenant and, with respect further obligation to the Subleased Premises (other under this Sublease except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), Subtenant shall be jointly and severally primarily liable for such payment and performance; (ii) constitute consent by Landlord to, approval or ratification by Landlord of, or agreement by Landlord with, any particular provision of the Sublease or a representation or warranty by Landlord with respect to the Sublease, and Landlord shall not in any respect or for any purpose be bound or estopped by the Sublease; or (iii) constitute a consent to any change, alteration, addition, improvement or repair to the Subleased Premises, including the installation of signage, which must be separately obtained from Landlord by Tenant in accordance with Paragraphs 9.2 or 19.2 (as the case may be) of the Lease; (b) Subtenant may not further sublease the Subleased Premises, allow the Subleased Premises to be used by others or assign, transfer, mortgage, encumber, pledge or hypothecate the Sublease or Subtenant’s interest in the Sublease, in whole or in part, without the prior written consent of Landlord in each instance, which consent may be withheld in accordance with the provisions of the Lease relating to assignment and subleasing of the Lease; this consent is not, and shall not be deemed or construed as, a consent to any future or other sublease, assignment or transfer, or a consent to a sublease term beyond the term of the Lease, or a renewal or extension of the Lease or the Sublease; (c) such consent shall not be deemed or construed to be an assignment or partial assignment of the Lease, or, except to the extent obligations that expressly provided by this Agreement, if at all, to create any privity of contract between Landlord and Subtenant with respect to the Lease; (d) such consent shall not be deemed or construed to modify, amend, waive or affect any term, condition or other provision of the Lease, waive any breach of the Lease or any of the rights or remedies of Landlord, enlarge or increase Landlord’s obligations or Tenant’s rights under the Lease, grant to Subtenant rights that are greater than those granted to Tenant under the Lease, or waive or affect Tenant’s obligations under the Lease, which shall continue to apply to the Premises and the occupants of the Premises as if the Sublease had not been made, with the Sublease remaining in all respects subject and subordinate to the Lease, as the same may be amended; if any conflict exists between the Lease or this Agreement and the Sublease (except, as to Subtenant, as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), then the Lease or this Agreement, as applicable, shall control and prevail; (e) notwithstanding any provision of the Sublease to the contrary, Subtenant shall have no right to enforce any of Tenant’s rights under the Lease directly against Landlord, all of such rights being personal to Tenant; (f) Tenant and Subtenant shall not amend the Sublease in any respect without the prior written approval of Landlord, and in no event shall any such amendment, whether or not approved by Landlord, affect or modify or be deemed to affect or modify the Lease in any respect; (g) for the benefit of Landlord, Subtenant agrees that Subtenant will be fully and completely bound by each and every term of the Lease relating to Subtenant’s occupancy and use of the Subleased Premises, and, except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable, Subtenant expressly assumes and agrees to perform and comply with every obligation of Tenant under the Lease as to the Subleased Premises, as if Subtenant was the tenant under the Lease with respect to the Subleased Premises, including, without limitation, Tenant’s obligation to indemnify Landlord in accordance with Paragraph 11.1 of the Lease and deliver financial statements in accordance with Paragraph 18.2 of the Lease; Subtenant acknowledges that Subtenant has examined and is familiar with all of the provisions of the Lease; (h) Tenant shall be liable to Landlord for any default under the Lease, whether such default is caused by either or both Tenant and Subtenant or anyone claiming by, through or under either Tenant or Subtenant; subject to the notice and cure provisions given to Tenant and set forth in Paragraph 16.1 of the Lease, Landlord may proceed directly against Tenant without first exhausting Landlord’s remedies against Subtenant, Landlord may proceed directly against Subtenant without first exhausting Landlord’s remedies against Tenant, or Landlord may proceed directly against Tenant and Subtenant simultaneously; therefore, such consent shall not be deemed to restrict or diminish any right that Landlord may have against Tenant or Subtenant pursuant to the Lease, or at law or in equity for violation of the Lease or otherwise, including, without limitation, the right to enjoin or otherwise restrain any violation of the Lease by Subtenant, and Landlord may at any time enforce the Lease against either or both Tenant and Subtenant; any breach of the Lease by either Tenant or Subtenant will entitle Landlord to avail itself of any remedy set forth in the Lease in the event of such breach, as well as any other remedy available at law to Landlord; (i) notwithstanding anything to the contrary contained in this Agreement, Landlord shall not be liable at any time for any cost or obligation of any kind arising in connection with the Sublease, including, without limitation, any failure of Tenant or Subtenant to perform any of their respective obligations under the Sublease, brokerage commissions or other charges or expenses, improvements to the Subleased Premises, or security required to be given by Subtenant under the Sublease; Tenant and Subtenant jointly and severally agree to indemnify, protect, defend and hold harmless Landlord from all claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) that Landlord may incur as a result of any claim to pay any person any commission, finder’s fee or other charge in connection with the Sublease; (j) to the extent that any provisions of the Sublease are contrary to the provisions of the Lease, such Sublease provisions are deemed revoked as to Landlord, and Tenant and Subtenant shall fully perform all provisions of the Lease; without limiting the generality of the foregoing, and notwithstanding anything to the contrary contained in the Sublease: (i) nothing in the Sublease shall expand the liability or obligations of Landlord, whether to Tenant, Subtenant or any other party, and Landlord withholds consent to anything in the Sublease that does expand or purports to expand the liability or obligations of Landlord; and (ii) Subtenant shall have no right to expand or relocate the Subleased Premises beyond the Premises, to extend or renew the term of the Sublease beyond the initial term of the Lease or to exercise any option to terminate, right of first offer or right of first refusal, regardless of whether Tenant may have any such right under the Lease, and Subtenant shall have no right to exercise Tenant’s rights thereunder; Subtenant’s sole remedy for any alleged or actual breach of its rights in connection with the Subleased Premises shall be solely and exclusively against Tenant; and (k) pursuant and subject to Paragraph 10.3 of the Lease, concurrently with the execution and delivery survive termination of this Agreement, Tenant shall pay to Landlord all of Landlord’s reasonable and customary attorneys’ fees and costs incurred in connection with the Sublease and this AgreementSublease.

Consent to Sublease. 1. Master Landlord hereby consents to the subleasing by Tenant Sublease subject to Subtenant of and upon the Subleased Premises; provided, however, that:following terms and conditions. (a) such consent does not: (i) relieve, release or discharge Tenant of any obligation to be paid or performed by Tenant under the Lease, including, without limitation, the payment of rent and other amounts when due under the Lease, whether occurring before or after such consent or the date of the Sublease, and Tenant will not be released from any liability under the Lease because of Landlord’s failure to give notice of default by Subtenant under or with respect to any of the provisions of the Lease, but rather Tenant and, with respect to the Subleased Premises (except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), Subtenant shall be jointly and severally primarily liable for such payment and performance; (ii) constitute consent by Landlord to, approval or ratification by Landlord of, or agreement by Landlord with, any particular provision of the Sublease or a representation or warranty by Landlord with respect to the Sublease, and Landlord shall not in any respect or for any purpose be bound or estopped by the Sublease; or (iii) constitute a consent to any change, alteration, addition, improvement or repair to the Subleased Premises, including the installation of signage, which must be separately obtained from Landlord by Tenant in accordance with Paragraphs 9.2 or 19.2 (as the case may be) of the Lease; (b) Subtenant may not further sublease the Subleased Premises, allow the Subleased Premises to be used by others or assign, transfer, mortgage, encumber, pledge or hypothecate the Sublease or Subtenant’s interest in the Sublease, in whole or in part, without the prior written consent of Landlord in each instance, which consent may be withheld in accordance with the provisions of the Lease relating to assignment and subleasing of the Lease; this consent is not, and shall not be deemed or construed as, a consent to any future or other sublease, assignment or transfer, or a consent to a sublease term beyond the term of the Lease, or a renewal or extension of the Lease or the Sublease; (c) such consent shall not be deemed or construed to be an assignment or partial assignment of the Lease, or, except to the extent expressly provided by this Agreement, if at all, to create any privity of contract between Landlord and Subtenant with respect to the Lease; (d) such consent shall not be deemed or construed to modify, amend, waive or affect any term, condition or other provision of the Lease, waive any breach of the Lease or any of the rights or remedies of Landlord, enlarge or increase Landlord’s obligations or Tenant’s rights under the Lease, grant to Subtenant rights that are greater than those granted to Tenant under the Lease, or waive or affect Tenant’s obligations under the Lease, which shall continue to apply to the Premises and the occupants of the Premises as if the Sublease had not been made, with the Sublease remaining in all respects subject and subordinate to the Lease, as the same may be amended; if any conflict exists between the Lease or this Agreement and the Sublease (except, as to Subtenant, as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), then the Lease or this Agreement, as applicable, shall control and prevail; (e) notwithstanding 2. Notwithstanding any provision of the Sublease to the contrary, Subtenant shall have no right to enforce any of Tenant’s rights under the Lease directly against Landlord, all of such rights being personal to Tenant; (f) Tenant and Subtenant shall not amend the Sublease in any respect without the prior written approval of Landlord, and in no event shall any such amendment, whether or not approved by Landlord, affect or modify or be deemed to affect or modify the Lease in any respect; (g) for the benefit of Landlord, Subtenant agrees that Subtenant will be fully and completely bound by each and every term of the Lease relating to Subtenant’s occupancy and use of the Subleased Premises, and, except as unless expressly set forth herein, nothing contained in this Agreement or the Sublease with respect shall: (a) operate as a consent to the amount or approval of rent or security deposit payable, Subtenant expressly assumes and agrees to perform and comply with every obligation ratification by Master Landlord of Tenant under the Lease as to the Subleased Premises, as if Subtenant was the tenant under the Lease with respect to the Subleased Premises, including, without limitation, Tenant’s obligation to indemnify Landlord in accordance with Paragraph 11.1 any specific provisions of the Lease and deliver financial statements Sublease or as a representation or warranty by Master Landlord, or cause Master Landlord to be estopped or bound in accordance with Paragraph 18.2 of the Lease; Subtenant acknowledges that Subtenant has examined and is familiar with all any way by any of the provisions of the Lease; (h) Tenant shall be liable to Sublease. Master Landlord for any default under has not reviewed and approved the Lease, whether such default is caused by either or both Tenant and Subtenant or anyone claiming by, through or under either Tenant or Subtenant; subject to the notice and cure provisions given to Tenant and set forth in Paragraph 16.1 specific terms of the Lease, Landlord may proceed directly against Tenant without first exhausting Landlord’s remedies against Sublease nor any other agreement between Sublandlord and Subtenant, and Master Landlord may proceed directly against Subtenant without first exhausting Landlord’s remedies against Tenant, or Landlord may proceed directly against Tenant and Subtenant simultaneously; therefore, such consent shall not be deemed bound by any agreement other than the terms of the Master Lease between Master Landlord and Sublandlord and this Consent; or (b) be construed to restrict modify, waive or diminish affect (i) any right that Landlord may have against Tenant of the provisions, covenants or Subtenant pursuant to conditions in the Master Lease, (ii) any of Sublandlord’s obligations under the Master Lease, or at law (iii) any rights or in equity for violation remedies of Master Landlord under the Master Lease or Consent to Sublease June 9, 2004 otherwise; or to enlarge or increase Master Landlord’s obligations or Sublandlord’s rights under the Master Lease or otherwise, including, without limitation, the right ; or (c) be deemed to enjoin or otherwise restrain any violation make Subtenant a third party beneficiary of the Lease provisions of the Master Lease, or create or permit any direct right of action by Subtenant, and Subtenant against Master Landlord may at any time enforce the Lease against either or both Tenant and Subtenant; any for breach of the Lease covenant of quiet enjoyment or any other covenant of Master Landlord under the Master Lease; or (d) be construed to waive any past, present or future breach or default on the part of Sublandlord under the Master Lease; or (e) be construed to provide any warranties or representations by either Tenant or Subtenant will entitle Master Landlord as to avail itself the condition of any remedy part of the Master Premises, the Sublet Premises, or the terms of the Master Lease. 3. The Sublease shall be subject and subordinate at all times to the Master Lease and to all of its provisions, covenants and conditions. In case of any conflict between the provisions of the Master Lease and the provisions of the Sublease, the provisions of the Master Lease shall prevail unaffected by the Sublease as between Master Landlord and Sublandlord and as between Master Landlord and Subtenant. 4. Neither the Sublease nor this Consent thereto shall release or discharge the Sublandlord from any liability under the Master Lease. Sublandlord shall remain liable and responsible for the full performance and observance of all the provisions, covenants and conditions set forth in the Master Lease to be performed and observed by Sublandlord. Any breach or violation of any provision of the Master Lease by Subtenant shall constitute a default by Sublandlord in fulfilling such provision and Master Landlord can pursue any right contained in the Master Lease or under applicable law, including without limitation the termination of the Master Lease. 5. This consent by Master Landlord shall not be construed as a consent by Master Landlord to any further subletting by Sublandlord or Subtenant or to any assignment by Sublandlord of the Master Lease or assignment by Subtenant of the Sublease, whether or not the Sublease purports to permit the same. Subtenant shall be permitted to sublease the Sublet Premises and assign the Sublease subject to the same consent requirements and standards as are applicable to Sublandlord under the Master Lease. This Consent shall not be construed as a consent by Master Landlord to any modification, amendment, extension or renewal of the Sublease. Sublandlord and Subtenant acknowledge and agree that the attempted exercise of any option to extend the term of the Sublease or to expand the Sublet Premises by the Subtenant shall, for purposes of the Master Lease and this Agreement, constitute a further subletting subject to the provisions of this paragraph 5. 6. Concurrently with the execution and delivery of a copy of this Consent to Master Landlord (and prior to Master Landlord being required to execute this Consent) and in the event of any further assignment or subletting of the Sublet Premises by Sublandlord or Subtenant, Sublandlord shall deliver to Master Landlord itemized calculations of the Sublease rent and the June 9, 2004 Master Lease rent, specifying what excess rents are to be due to Master Landlord, if any, pursuant to the profit sharing provisions of the Master Lease. Such document shall be executed by Sublandlord and Subtenant and any further subtenant. All excess rent due Master Landlord, if any, shall be due and payable on or before the first of each month. In addition, without limiting any other provision of this Agreement, subject to the provisions of this Section A 6, if Sublandlord or any further subtenant is paid a lump sum fee by Subtenant or any further subtenant in any way relating to the Sublease and any further sublease, whether designated as Rent, Additional Rent, or any other designation, Sublandlord and Subtenant acknowledge and agree that Master Landlord shall be paid the applicable profit sharing percentage (as such breachpercentage is set forth in the Master Lease based on a sublease or assignment by the tenant thereunder) of such payment based on the positive difference, if any, between such lump sum fee, less all rent paid by the landlord who received such payment to such landlord’s landlord under their applicable sublease or lease as the case may be, for the month in which such lump sum fee was paid. As an example, if Subtenant further subleases the Premises and Subtenant’s subtenant pays to Subtenant, for any given month, $1,000 more than Subtenant owes under the Sublease, and assuming the Master Lease provides for a fifty percent (50%) profit sharing as to a sublease by the tenant thereunder, fifty percent (50%) of such $1,000 (or $500) shall be paid by Subtenant directly to Master Landlord, regardless of any provision in the Sublease or sub-sublease to the contrary, and Sublandlord shall have no right or claim against Subtenant or Master Landlord for any such payment made to Master Landlord. Such profit sharing shall apply to each sublease or assignee (as well as Sublandlord) and payment by any given subtenant or assignee shall not limit any profit sharing owed by any other remedy available at law subtenant or assignee (or Sublandlord) to Master Landlord; (i) notwithstanding anything . For the purpose of calculating excess rent with respect to any lump sum payment for a complete or partial termination of the contrary contained Sublease, reduction in this Agreementthe term of the Sublease, Landlord shall not be liable at any time for any cost or obligation of any kind arising other settlement in connection with the Sublease, includingsuch payment shall be treated as if it were amortized on a monthly basis over the period commencing on the effective date of such complete or partial termination of the Sublease, reduction in the term of the Sublease (in which case the effective date shall be the expiration or earlier termination of the Sublease), or other settlement in connection with the Sublease and continuing through May 16,2010. Such monthly amortized amount shall then be added to any other rentals Sublandlord shall receive then or at any time in the future from Subtenant or another subtenant or occupant in connection with the Sublet Premises (or the applicable portion of the Sublet Premises in the event of a partial termination) and excess rent shall be determined based on such combined amount. For the purpose of this calculation, if Sublandlord at any time following the date of the Sublease occupies a portion of the Sublet Premises, Sublandlord shall be deemed to have received rentals for such portion and during such period of occupancy in the amount of the rentals paid by Sublandlord under the Master Lease for such portion and for such period of time. 7. In consideration of Master Landlord’s consent to the Sublease, Sublandlord irrevocably assigns to Master Landlord, as security for Sublandlord’s obligations under Master Lease, all rent and income payable to Sublandlord under the Sublease. Therefore, Master Landlord may collect all payments due under the Sublease and apply such payments towards Sublandlord’s obligations under the Master Lease; provided, however, so long as Sublandlord is not in default under the Master Lease beyond applicable notice and cure periods, Sublandlord shall be entitled to collect all such payments directly from Subtenant. In the event a default by Sublandlord under the Master Lease, beyond applicable notice and cure periods, has occurred and is continuing, Sublandlord and Subtenant agree that Subtenant shall pay to Master Landlord June 9, 2004 all rent and income payable to Sublandlord under the Sublease upon written demand without limitationfurther consent of Sublandlord and Subtenant being required; provided, however, that until demand by Master Landlord, Sublandlord shall have the right to collect such payments. Sublandlord hereby irrevocably authorizes and directs Subtenant upon receipt of such written demand from Master Landlord to pay to Master Landlord the payments due and to become due under the Sublease. Sublandlord agrees that Subtenant shall have the right to rely on any failure of Tenant such statement and request from Master Landlord, and that Subtenant shall pay such rents to Master Landlord without any obligation or right to inquire as to whether any default exists and notwithstanding any notice or claim from Sublandlord to the contrary. Sublandlord shall have no right or claim against Subtenant for any such payments so paid by Subtenant to perform Master Landlord. It is further agreed among the parties hereto that neither Sublandlord’s assignment of such rent and income, nor Master Landlord’s acceptance of any payment of their respective obligations rental or other sum due by Subtenant to Sublandlord under the Sublease, brokerage commissions whether payable directly to Master Landlord or other charges or expensesendorsed to Master Landlord by Sublandlord, improvements shall in any way nor in any event be construed as creating a direct contractual relationship between Master Landlord and Subtenant, unless the parties expressly so agree in writing and such acceptance shall be deemed to be an accommodation by Master Landlord to and for the convenience of Sublandlord and Subtenant. Any direct contractual agreement between Master Landlord and Subtenant must be in writing. 8. In addition to complying with Sublandlord’s obligations under the Master Lease to maintain insurance, Subtenant shall add and maintain Master Landlord as an additional insured under its insurance policies which insurance policies shall conform to the Subleased Premises, or security insurance required to be given by Subtenant Sublandlord under the Sublease; Tenant and Subtenant jointly and severally agree to indemnify, protect, defend and hold harmless Landlord from all claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) that Landlord may incur as a result of any claim to pay any person any commission, finder’s fee or other charge in connection with the Sublease;Master Lease. (j) to the extent that any provisions of the Sublease are contrary to the provisions of the Lease, such Sublease provisions are deemed revoked as to Landlord, and Tenant 9. Both Sublandlord and Subtenant shall fully perform be and shall continue to be liable for the payment of (a) all provisions bills rendered by Master Landlord for charges incurred by or imposed upon Subtenant for services and materials supplied to the Sublet Premises beyond that which is required by the terms of the Master Lease; without limiting the generality , and (b) any additional costs incurred by Master Landlord for maintenance and repair of the foregoingSublet Premises beyond that required by the terms of the Master Lease as the result of Subtenant occupying the Sublet Premises (including, and notwithstanding but not limited to, any excess costs to Master Landlord of services furnished to or for the Sublet Premises). 10. Notwithstanding anything to the contrary contained in the Sublease: (i) nothing , all requests for any service to be supplied by Master Landlord to the Sublet Premises, all requests to make improvements or alterations to the Sublet Premises, all requests to further sublet the Sublet Premises or assign the Sublease, and all other requests for Master Landlord’s consent or approval must be made by Sublandlord on behalf of Subtenant. 11. Except as expressly set forth herein to the contrary, Sublandlord and Subtenant understand and acknowledge that Master Landlord’s consent herein is not a consent to any improvement or alteration work to be performed in the Sublease shall expand Sublet Premises (including without limitation any improvement work contemplated in the liability or obligations of Sublease), that Master Landlord, whether to Tenant, Subtenant or any other party’s consent for such work must be separately sought, and Landlord withholds consent that any such work shall be subject to anything in all the Sublease that does expand or purports to expand the liability or obligations of Landlord; and (ii) Subtenant shall have no right to expand or relocate the Subleased Premises beyond the Premises, to extend or renew the term provisions of the Sublease beyond the initial term of the Master Lease or to exercise any option to terminatewith respect thereto. June 9, right of first offer or right of first refusal, regardless of whether Tenant may have any such right under the Lease, 2004 12. Sublandlord and Subtenant shall have no right to exercise Tenant’s rights thereunder; Subtenant’s sole remedy for any alleged or actual breach of its rights in connection with the Subleased Premises shall be solely and exclusively against Tenant; and (k) pursuant fully responsible for all costs and subject expenses to Paragraph 10.3 of the Leaseproperly, concurrently and in accordance with the execution Master Lease and delivery applicable laws, demise the Sublet Premises from the Premises, including, without limitation, the division of this Agreementall electrical (and other utilities), Tenant shall pay the HVAC (and other building service facilities), and alterations to Landlord comply with all of Landlord’s reasonable and customary attorneys’ fees and costs incurred in connection with the Sublease and this Agreementlaws, including, without limitation, fire exiting requirements.

Consent to Sublease. The Sublease as added to by this Addendum is conditioned upon the written consent by the Master Landlord consents and Sublandlord to the subleasing by Tenant to Subtenant sublease of the Subleased Premises; provided, however, that: (a) such consent does not: (i) relieve, release or discharge Tenant of any obligation to be paid or performed by Tenant under the Lease, including, without limitation, the payment of rent and other amounts when due under the Lease, whether occurring before or after such consent or the date of the Sublease, and Tenant will not be released from any liability under the Lease because of Landlord’s failure to give notice of default by Subtenant under or with respect to any of the provisions of the Lease, but rather Tenant and, with respect to the Subleased Additional Sub-Sublease Premises (except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), Subtenant shall be jointly and severally primarily liable for such payment and performance; (ii) constitute consent by Landlord to, approval or ratification by Landlord of, or agreement by Landlord with, any particular provision of the Sublease or a representation or warranty by Landlord with respect to the Sublease, and Landlord shall not in any respect or for any purpose be bound or estopped by the Sublease; or (iii) constitute a consent to any change, alteration, addition, improvement or repair to the Subleased Premises, including the installation of signage, which must be separately obtained from Landlord by Tenant in accordance with Paragraphs 9.2 or 19.2 (as the case may be) of the Lease; (b) Subtenant may not further sublease the Subleased Premises, allow the Subleased Premises to be used by others or assign, transfer, mortgage, encumber, pledge or hypothecate the Sublease or Subtenant’s interest in the Sublease, in whole or in part, without the prior written consent of Landlord in each instance, which consent may be withheld in accordance with the provisions terms of this Addendum and the Master Lease (the “Consent to New Sublease”). Promptly after the execution of this Addendum, Sub-Sublandlord shall present the Consent to New Sublease to Master Landlord and Sublandlord for execution. Sub-Sublandlord shall use its best efforts to obtain Master Landlord’s and Sublandlord’s execution of the Lease relating Consent to assignment and subleasing New Sublease on or before that date which is 45 days from the date first set forth above (the “Final New Consent Delivery Date”), including payment of the Lease; this consent is notany moneys required to be paid such parties for their consent, and but Sub-Sublandlord shall not be deemed or construed as, a consent required to take any legal action for such purpose. Subtenant agrees to cooperate with Sub-Sublandlord in responding to any future reasonable request by Master Landlord and Sublandlord for information (financial or other sublease, assignment otherwise) or transfer, documents relating to Subtenant or a consent its business. Should Sub-Sublandlord fail for any reason to a sublease term beyond the term deliver possession of the LeaseAdditional Sub-Sublease Premises along with the executed Consent to New Sublease by the Final New Consent Delivery Date, Subtenant may terminate this Addendum or a renewal or extension elect to cause the Additional Sub-Sublease Premises Term to commence on (and the Additional Sub-Sublease Premises Commencement Date shall be) the date on which Sub-Sublandlord actually delivers to Subtenant both possession of the Lease or the Sublease; (c) such consent shall not be deemed or construed to be an assignment or partial assignment of the Lease, or, except to the extent expressly provided by this Agreement, if at all, to create any privity of contract between Landlord and Subtenant with respect to the Lease; (d) such consent shall not be deemed or construed to modify, amend, waive or affect any term, condition or other provision of the Lease, waive any breach of the Lease or any of the rights or remedies of Landlord, enlarge or increase Landlord’s obligations or Tenant’s rights under the Lease, grant to Subtenant rights that are greater than those granted to Tenant under the Lease, or waive or affect Tenant’s obligations under the Lease, which shall continue to apply to the Additional Sub-Sublease Premises and the occupants of the Premises as if the Sublease had not been made, with the Sublease remaining in all respects subject and subordinate fully executed Consent to the Lease, as the same may be amended; if any conflict exists between the Lease or this Agreement and the Sublease (except, as to Subtenant, as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), then the Lease or this Agreement, as applicable, shall control and prevail; (e) notwithstanding any provision of the Sublease to the contrary, Subtenant shall have no right to enforce any of Tenant’s rights under the Lease directly against Landlord, all of such rights being personal to Tenant; (f) Tenant and Subtenant shall not amend the Sublease in any respect without the prior written approval of Landlord, and in no event shall any such amendment, whether or not approved by Landlord, affect or modify or be deemed to affect or modify the Lease in any respect; (g) for the benefit of Landlord, Subtenant agrees that Subtenant will be fully and completely bound by each and every term of the Lease relating to Subtenant’s occupancy and use of the Subleased Premises, and, except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable, Subtenant expressly assumes and agrees to perform and comply with every obligation of Tenant under the Lease as to the Subleased Premises, as if Subtenant was the tenant under the Lease with respect to the Subleased Premises, including, without limitation, Tenant’s obligation to indemnify Landlord in accordance with Paragraph 11.1 of the Lease and deliver financial statements in accordance with Paragraph 18.2 of the Lease; Subtenant acknowledges that Subtenant has examined and is familiar with all of the provisions of the Lease; (h) Tenant shall be liable to Landlord for any default under the Lease, whether such default is caused by either or both Tenant and Subtenant or anyone claiming by, through or under either Tenant or Subtenant; subject to the notice and cure provisions given to Tenant and set forth in Paragraph 16.1 of the Lease, Landlord may proceed directly against Tenant without first exhausting Landlord’s remedies against Subtenant, Landlord may proceed directly against Subtenant without first exhausting Landlord’s remedies against Tenant, or Landlord may proceed directly against Tenant and Subtenant simultaneously; therefore, such consent shall not be deemed to restrict or diminish any right that Landlord may have against Tenant or Subtenant pursuant to the Lease, or at law or in equity for violation of the Lease or otherwise, including, without limitation, the right to enjoin or otherwise restrain any violation of the Lease by Subtenant, and Landlord may at any time enforce the Lease against either or both Tenant and Subtenant; any breach of the Lease by either Tenant or Subtenant will entitle Landlord to avail itself of any remedy set forth in the Lease in the event of such breach, as well as any other remedy available at law to Landlord; (i) notwithstanding anything to the contrary contained in this Agreement, Landlord shall not be liable at any time for any cost or obligation of any kind arising in connection with the New Sublease, including, without limitation, any failure of Tenant or Subtenant to perform any of their respective obligations under the Sublease, brokerage commissions or other charges or expenses, improvements to the Subleased Premises, or security required to be given by Subtenant under the Sublease; Tenant and Subtenant jointly and severally agree to indemnify, protect, defend and hold harmless Landlord from all claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) that Landlord may incur as a result of any claim to pay any person any commission, finder’s fee or other charge in connection with the Sublease; (j) to the extent that any provisions of the Sublease are contrary to the provisions of the Lease, such Sublease provisions are deemed revoked as to Landlord, and Tenant and Subtenant shall fully perform all provisions of the Lease; without limiting the generality of the foregoing, and notwithstanding anything to the contrary contained in the Sublease: (i) nothing in the Sublease shall expand the liability or obligations of Landlord, whether to Tenant, Subtenant or any other party, and Landlord withholds consent to anything in the Sublease that does expand or purports to expand the liability or obligations of Landlord; and (ii) Subtenant shall have no right to expand or relocate the Subleased Premises beyond the Premises, to extend or renew the term of the Sublease beyond the initial term of the Lease or to exercise any option to terminate, right of first offer or right of first refusal, regardless of whether Tenant may have any such right under the Lease, and Subtenant shall have no right to exercise Tenant’s rights thereunder; Subtenant’s sole remedy for any alleged or actual breach of its rights in connection with the Subleased Premises shall be solely and exclusively against Tenant; and (k) pursuant and subject to Paragraph 10.3 of the Lease, concurrently with the execution and delivery of this Agreement, Tenant shall pay to Landlord all of Landlord’s reasonable and customary attorneys’ fees and costs incurred in connection with the Sublease and this Agreement.

Consent to Sublease. (a) Subject to the terms and conditions of this Consent, Landlord hereby consents to the subleasing by Tenant to Subtenant of Sublease for the Subleased Premises; provided, however, that: (a) such consent does not: (i) relieve, release . Nothing in this Consent or discharge Tenant in the Sublease shall be deemed a waiver by Landlord of any obligation right that it may have to terminate or amend the Master Lease pursuant to the terms thereof or as otherwise may be agreed upon by Landlord and Tenant. The foregoing consent shall not operate as approval or ratification by Landlord of any of the expressed or implied provisions of the Sublease and Landlord shall not be bound by or estopped in any way by the provisions of the Sublease. Except as expressly set forth in this Consent, this Consent shall not be construed or implied to be paid or performed by Tenant a consent to any other matter for which Landlord’s consent is required under the Master Lease, including, without limitation, the payment of rent and other amounts when due under the Lease, whether occurring before any Alterations or after such consent or the date of the Sublease, and Tenant will not be released from any liability under the Lease because of Landlord’s failure to give notice of default by Subtenant under or with respect to any of the provisions of the Lease, but rather Tenant and, with respect to the Subleased Premises (except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), Subtenant shall be jointly and severally primarily liable for such payment and performance; (ii) constitute consent by Landlord to, approval or ratification by Landlord of, or agreement by Landlord with, any particular provision of the Sublease or a representation or warranty by Landlord with respect to the Sublease, and Landlord shall not in any respect or for any purpose be bound or estopped by the Sublease; or (iii) constitute a consent to any change, alteration, addition, improvement or repair to the Subleased Premises, including the installation of signage, which must be separately obtained from Landlord by Tenant in accordance with Paragraphs 9.2 or 19.2 (as the case may be) of the Lease;. (b) Subtenant may not further sublease the Subleased PremisesTenant shall reimburse Landlord upon demand for its reasonable costs and expenses, allow the Subleased Premises to be used including attorneys’ fees, incurred by others or assign, transfer, mortgage, encumber, pledge or hypothecate the Sublease or Subtenant’s interest in the Sublease, in whole or in part, without the prior written consent of Landlord in each instance, which consent may be withheld in accordance connection with the provisions of the Lease relating to assignment proposed Sublease and subleasing of the Lease; this consent Consent is not, and shall not be deemed or construed as, a consent to any future or other sublease, assignment or transfer, or a consent to a sublease term beyond the term of the Lease, or a renewal or extension of the Lease or the Sublease;expressly conditioned on such payment timely being made. (c) such consent This Consent shall not be deemed in no way release Tenant or construed to be an assignment any person or partial assignment entity claiming by, through or under Tenant from any of the Leaseits covenants, oragreements, except to the extent expressly provided by this Agreement, if at all, to create any privity of contract between Landlord liabilities and Subtenant with respect to the Lease; (d) such consent shall not be deemed or construed to modify, amend, waive or affect any term, condition or other provision of the Lease, waive any breach of duties under the Lease or any of the rights or remedies of Landlord(including, enlarge or increase Landlord’s obligations or Tenant’s rights under the Leasewithout limitation, grant to Subtenant rights that are greater than those granted to Tenant under the Lease, or waive or affect Tenant’s obligations under the Lease, which shall continue to apply to the Premises all indemnification and the occupants of the Premises as if the Sublease had not been made, with the Sublease remaining in all respects subject and subordinate to the Leaseinsurance obligations), as the same may be amended; if amended from time to time, without respect to any conflict exists between provision to the Lease or this Agreement and the Sublease (except, as to Subtenant, as expressly set forth contrary in the Sublease with respect to the amount of rent or security deposit payable), then the Lease or this Agreement, as applicable, shall control and prevail;Sublease. (e) notwithstanding any provision of the Sublease to the contrary, Subtenant shall have no right to enforce any of Tenant’s rights under the Lease directly against Landlord, all of such rights being personal to Tenant; (f) Tenant and Subtenant shall not amend the Sublease in any respect without the prior written approval of Landlord, and in no event shall any such amendment, whether or not approved by Landlord, affect or modify or be deemed to affect or modify the Lease in any respect; (g) for the benefit of Landlord, Subtenant agrees that Subtenant will be fully and completely bound by each and every term of the Lease relating to Subtenant’s occupancy and use of the Subleased Premises, and, except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable, Subtenant expressly assumes and agrees to perform and comply with every obligation of Tenant under the Lease as to the Subleased Premises, as if Subtenant was the tenant under the Lease with respect to the Subleased Premises, including, without limitation, Tenant’s obligation to indemnify Landlord in accordance with Paragraph 11.1 of the Lease and deliver financial statements in accordance with Paragraph 18.2 of the Lease; Subtenant acknowledges that Subtenant has examined and is familiar with all of the provisions of the Lease; (hd) Tenant shall be liable to Landlord for any default under the Master Lease, whether such default is caused by either Tenant or both Tenant and Subtenant or anyone claiming by, by or through or under either Tenant or Subtenant; subject to , but the notice and cure provisions given to Tenant and set forth in Paragraph 16.1 of the Lease, Landlord may proceed directly against Tenant without first exhausting Landlord’s remedies against Subtenant, Landlord may proceed directly against Subtenant without first exhausting Landlord’s remedies against Tenant, or Landlord may proceed directly against Tenant and Subtenant simultaneously; therefore, such consent foregoing shall not be deemed to restrict or diminish any right that which Landlord may have against Tenant or Subtenant pursuant to the Master Lease, or at in law or in equity for violation of the Master Lease or otherwise, including, without limitation, the right to enjoin or otherwise restrain any violation of the Master Lease by Subtenant, and Landlord may at any time enforce the Lease against either or both Tenant and Subtenant; any breach of the Lease by either Tenant or Subtenant will entitle Landlord to avail itself of any remedy set forth in the Lease in the event of such breach, as well as any other remedy available at law to Landlord; (i) notwithstanding anything to the contrary contained in this Agreement, Landlord shall not be liable at any time for any cost or obligation of any kind arising in connection with the Sublease, including, without limitation, any failure of Tenant or Subtenant to perform any of their respective obligations under the Sublease, brokerage commissions or other charges or expenses, improvements to the Subleased Premises, or security required to be given by Subtenant under the Sublease; Tenant and Subtenant jointly and severally agree to indemnify, protect, defend and hold harmless Landlord from all claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) that Landlord may incur as a result of any claim to pay any person any commission, finder’s fee or other charge in connection with the Sublease; (j) to the extent that any provisions of the Sublease are contrary to the provisions of the Lease, such Sublease provisions are deemed revoked as to Landlord, and Tenant and Subtenant shall fully perform all provisions of the Lease; without limiting the generality of the foregoing, and notwithstanding anything to the contrary contained in the Sublease: (i) nothing in the Sublease shall expand the liability or obligations of Landlord, whether to Tenant, Subtenant or any other party, and Landlord withholds consent to anything in the Sublease that does expand or purports to expand the liability or obligations of Landlord; and (ii) Subtenant shall have no right to expand or relocate the Subleased Premises beyond the Premises, to extend or renew the term of the Sublease beyond the initial term of the Lease or to exercise any option to terminate, right of first offer or right of first refusal, regardless of whether Tenant may have any such right under the Lease, and Subtenant shall have no right to exercise Tenant’s rights thereunder; Subtenant’s sole remedy for any alleged or actual breach of its rights in connection with the Subleased Premises shall be solely and exclusively against Tenant; and (k) pursuant and subject to Paragraph 10.3 of the Lease, concurrently with the execution and delivery of this Agreement, Tenant shall pay to Landlord all of Landlord’s reasonable and customary attorneys’ fees and costs incurred in connection with the Sublease and this Agreement.

Consent to Sublease. Landlord consents The Vendor undertakes to and in favour of the Purchasers to use commercially reasonable efforts to obtain the consent of the landlord under the Head Lease (as defined in the Sublease) to the subleasing by Tenant to Subtenant Sublease and the waiver of the Subleased Premiseslandlord's right of first offer pursuant to Section 12.04 of the Head Lease in the form previously provided to the landlord within ninety (90) days following the Closing Date. In the event that, within the ninety (90) day period following the Closing Date, the landlord under the Head Lease; provided, however, that: (a) does not provide such consent does not: (i) relieve, release or discharge Tenant of any obligation to be paid or performed by Tenant under the Lease, including, without limitation, the payment of rent and other amounts when due under the Lease, whether occurring before or after such consent or the date of the Sublease, and Tenant will not be released from any liability under the Lease because of Landlord’s failure to give notice of default by Subtenant under or with respect to any of the provisions of the Lease, but rather Tenant and, with respect to the Subleased Premises (except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), Subtenant shall be jointly and severally primarily liable for such payment and performance; (ii) constitute consent by Landlord to, approval or ratification by Landlord of, or agreement by Landlord with, any particular provision of the Sublease or a representation or warranty by Landlord with respect to the Sublease, and Landlord shall not in any respect or for any purpose be bound or estopped by the Sublease; or (iii) constitute a consent to any change, alteration, addition, improvement or repair to the Subleased Premises, including the installation of signage, which must be separately obtained from Landlord by Tenant in accordance with Paragraphs 9.2 or 19.2 (as the case may be) of the Lease; (b) Subtenant may not further sublease the Subleased Premises, allow the Subleased Premises to be used by others or assign, transfer, mortgage, encumber, pledge or hypothecate the Sublease or Subtenant’s interest in the Sublease, in whole or in part, without the prior written consent of Landlord in each instance, which consent may be withheld in accordance with the provisions of the Lease relating to assignment and subleasing of the Lease; this consent is not, and shall not be deemed or construed as, a consent to any future or other sublease, assignment or transfer, or a consent to the Sublease that is otherwise in form and substance satisfactory to the Purchasers and the Purchasers' Counsel, acting reasonably; (b) indicates that it will not provide such a sublease term beyond the term of the Lease, or a renewal or extension of the Lease or the Sublease; consent; (c) such consent shall does not be deemed or construed waive its right of first offer pursuant to be an assignment or partial assignment Section 12.04 of the Head Lease, or, except to the extent expressly provided by this Agreement, if at all, to create any privity of contract between Landlord and Subtenant with respect to the Lease; ; (d) such consent shall not be deemed terminates the Head Lease in accordance with its terms; or construed to modify, amend, waive or affect any term, condition or other provision of the Lease, waive any breach of the Lease or any of the rights or remedies of Landlord, enlarge or increase Landlord’s obligations or Tenant’s rights under the Lease, grant to Subtenant rights that are greater than those granted to Tenant under the Lease, or waive or affect Tenant’s obligations under the Lease, which shall continue to apply to the Premises and the occupants of the Premises as if the Sublease had not been made, with the Sublease remaining in all respects subject and subordinate to the Lease, as the same may be amended; if any conflict exists between the Lease or this Agreement and the Sublease (except, as to Subtenant, as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), then the Lease or this Agreement, as applicable, shall control and prevail; (e) notwithstanding requests that Enlogix CIS L.P. vacate the Sublease Premises (as defined in the Sublease), Enlogix CIS L.P. shall have the right to terminate the Sublease without penalty upon written notice to Union Gas Limited and the Vendor and the Vendor shall indemnify Enlogix CIS L.P. for any provision and all Liability that Enlogix CIS L.P. may incur arising or resulting from, or relating to, the failure to obtain that unconditional consent of the Sublease landlord under the Head Lease to the contrary, Subtenant shall have no Sublease and the waiver of the landlord's right of first offer pursuant to enforce any Section 12.04 of Tenant’s rights under the Lease directly against Landlord, all of such rights being personal to Tenant; (f) Tenant and Subtenant shall not amend the Sublease in any respect without the prior written approval of Landlord, and in no event shall any such amendment, whether or not approved by Landlord, affect or modify or be deemed to affect or modify the Head Lease in any respect; accordance with this Section 5.1.15, including all costs and expenses incurred by Enlogix CIS L.P. in connection with moving their operations to new premises (g) for the benefit of Landlord, Subtenant agrees that Subtenant which new premises will be fully comparable in size, location and completely bound by each and every term of the Lease relating to Subtenant’s occupancy and use of the Subleased Premises, and, except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable, Subtenant expressly assumes and agrees to perform and comply with every obligation of Tenant under the Lease as building quality to the Subleased Premises) and any excess rent or other payments required to be paid by Enlogix CIS L.P. in connection with any new premises. In the event that Enlogix CIS L.P. exercises its right to terminate the Sublease in accordance with this Section 5.1.15, as if Subtenant was the tenant under the Lease with respect Vendor shall be entitled to assist Enlogix CIS L.P. in procuring premises that are comparable to the Subleased Premises, including, without limitation, Tenant’s obligation to indemnify Landlord in accordance with Paragraph 11.1 of the Lease and deliver financial statements in accordance with Paragraph 18.2 of the Lease; Subtenant acknowledges that Subtenant has examined and is familiar with all of the provisions of the Lease; (h) Tenant shall be liable to Landlord for any default under the Lease, whether such default is caused by either or both Tenant and Subtenant or anyone claiming by, through or under either Tenant or Subtenant; subject to the notice and cure provisions given to Tenant and set forth in Paragraph 16.1 of the Lease, Landlord may proceed directly against Tenant without first exhausting Landlord’s remedies against Subtenant, Landlord may proceed directly against Subtenant without first exhausting Landlord’s remedies against Tenant, or Landlord may proceed directly against Tenant and Subtenant simultaneously; therefore, such consent shall not be deemed to restrict or diminish any right that Landlord may have against Tenant or Subtenant pursuant to the Lease, or at law or in equity for violation of the Lease or otherwise, including, without limitation, the right to enjoin or otherwise restrain any violation of the Lease by Subtenant, and Landlord may at any time enforce the Lease against either or both Tenant and Subtenant; any breach of the Lease by either Tenant or Subtenant will entitle Landlord to avail itself of any remedy set forth in the Lease in the event of such breach, as well as any other remedy available at law to Landlord; (i) notwithstanding anything to the contrary contained in this Agreement, Landlord shall not be liable at any time for any cost or obligation of any kind arising in connection with the Sublease, including, without limitation, any failure of Tenant or Subtenant to perform any of their respective obligations under the Sublease, brokerage commissions or other charges or expenses, improvements to the Subleased Premises, or security required to be given by Subtenant under the Sublease; Tenant and Subtenant jointly and severally agree to indemnify, protect, defend and hold harmless Landlord from all claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) that Landlord may incur as a result of any claim to pay any person any commission, finder’s fee or other charge in connection with the Sublease; (j) to the extent that any provisions of the Sublease are contrary to the provisions of the Lease, such Sublease provisions are deemed revoked as to Landlord, and Tenant and Subtenant shall fully perform all provisions of the Lease; without limiting the generality of the foregoing, and notwithstanding anything to the contrary contained in the Sublease: (i) nothing in the Sublease shall expand the liability or obligations of Landlord, whether to Tenant, Subtenant or any other party, and Landlord withholds consent to anything in the Sublease that does expand or purports to expand the liability or obligations of Landlord; and (ii) Subtenant shall have no right to expand or relocate the Subleased Premises beyond the Premises, to extend or renew the term of the Sublease beyond the initial term of the Lease or to exercise any option to terminate, right of first offer or right of first refusal, regardless of whether Tenant may have any such right under the Lease, and Subtenant shall have no right to exercise Tenant’s rights thereunder; Subtenant’s sole remedy for any alleged or actual breach of its rights in connection with the Subleased Premises shall be solely and exclusively against Tenant; and (k) pursuant and subject to Paragraph 10.3 of the Lease, concurrently with the execution and delivery of this Agreement, Tenant shall pay to Landlord all of Landlord’s reasonable and customary attorneys’ fees and costs incurred in connection with the Sublease and this Agreement.

Consent to Sublease. (a) Subject to the terms and conditions of this Consent, Landlord hereby consents to the subleasing Sublease for the Premises. Nothing in this Consent or in the Sublease shall be deemed a waiver by Tenant Landlord of any right that it may have pursuant to Subtenant the terms of the Subleased Premises; providedMaster Lease. The foregoing consent shall not operate as approval or ratification by Landlord of any of the express or implied provisions of the Sublease and Landlord shall not be bound by or estopped in any way by the provisions of the Sublease. Except as expressly set forth in this Consent, however, that:this Consent shall not be construed or implied to be a consent to any other matter for which Xxxxxxxx’s consent is required under the Master Lease. (ab) such consent does not: (i) relieveThis Consent shall in no way release Tenant, release Guarantor or discharge any person or entity claiming by, through or under Tenant or Guarantor, from any of any obligation to be paid or performed by Tenant its covenants, agreements, liabilities and duties under the Lease, Lease (including, without limitation, the payment of rent all indemnification and other amounts when due under the Lease, whether occurring before or after such consent or the date of the Sublease, and Tenant will not be released from any liability under the Lease because of Landlord’s failure to give notice of default by Subtenant under or with respect to any of the provisions of the Lease, but rather Tenant and, with respect to the Subleased Premises (except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payableinsurance obligations), Subtenant shall be jointly and severally primarily liable for such payment and performance; (ii) constitute consent by Landlord to, approval or ratification by Landlord of, or agreement by Landlord with, any particular provision of the Sublease or a representation or warranty by Landlord with respect to the Sublease, and Landlord shall not in any respect or for any purpose be bound or estopped by the Sublease; or (iii) constitute a consent to any change, alteration, addition, improvement or repair to the Subleased Premises, including the installation of signage, which must be separately obtained from Landlord by Tenant in accordance with Paragraphs 9.2 or 19.2 (as the case may be) of the Lease; (b) Subtenant may not further sublease the Subleased Premises, allow the Subleased Premises to be used by others or assign, transfer, mortgage, encumber, pledge or hypothecate the Sublease or Subtenant’s interest in the Sublease, in whole or in part, without the prior written consent of Landlord in each instance, which consent may be withheld in accordance with the provisions of the Lease relating to assignment and subleasing of the Lease; this consent is not, and shall not be deemed or construed as, a consent to any future or other sublease, assignment or transfer, or a consent to a sublease term beyond the term of the Lease, or a renewal or extension of the Lease or the Sublease; (c) such consent shall not be deemed or construed to be an assignment or partial assignment of the Lease, or, except to the extent expressly provided by this Agreement, if at all, to create any privity of contract between Landlord and Subtenant with respect to the Lease; (d) such consent shall not be deemed or construed to modify, amend, waive or affect any term, condition or other provision of the Lease, waive any breach of the Lease or any of the rights or remedies of Landlord, enlarge or increase Landlord’s obligations or Tenant’s rights under the Lease, grant to Subtenant rights that are greater than those granted to Tenant under the Lease, or waive or affect Tenant’s obligations under the Lease, which shall continue to apply to the Premises and the occupants of the Premises as if the Sublease had not been made, with the Sublease remaining in all respects subject and subordinate to the Lease, as the same may be amended; if amended from time to time, without respect to any conflict exists between provision to the Lease or this Agreement and the Sublease (except, as to Subtenant, as expressly set forth contrary in the Sublease with respect to the amount of rent or security deposit payable), then the Lease or this Agreement, as applicable, shall control and prevail;Sublease. (e) notwithstanding any provision of the Sublease to the contrary, Subtenant shall have no right to enforce any of Tenant’s rights under the Lease directly against Landlord, all of such rights being personal to Tenant; (f) Tenant and Subtenant shall not amend the Sublease in any respect without the prior written approval of Landlord, and in no event shall any such amendment, whether or not approved by Landlord, affect or modify or be deemed to affect or modify the Lease in any respect; (g) for the benefit of Landlord, Subtenant agrees that Subtenant will be fully and completely bound by each and every term of the Lease relating to Subtenant’s occupancy and use of the Subleased Premises, and, except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable, Subtenant expressly assumes and agrees to perform and comply with every obligation of Tenant under the Lease as to the Subleased Premises, as if Subtenant was the tenant under the Lease with respect to the Subleased Premises, including, without limitation, Tenant’s obligation to indemnify Landlord in accordance with Paragraph 11.1 of the Lease and deliver financial statements in accordance with Paragraph 18.2 of the Lease; Subtenant acknowledges that Subtenant has examined and is familiar with all of the provisions of the Lease; (hc) Tenant shall be liable to Landlord for any default under the Master Lease, whether such default is caused by either Tenant or both Tenant and Subtenant or anyone claiming by, by or through or under either Tenant or Subtenant; subject to , but the notice and cure provisions given to Tenant and set forth in Paragraph 16.1 of the Lease, Landlord may proceed directly against Tenant without first exhausting Landlord’s remedies against Subtenant, Landlord may proceed directly against Subtenant without first exhausting Landlord’s remedies against Tenant, or Landlord may proceed directly against Tenant and Subtenant simultaneously; therefore, such consent foregoing shall not be deemed to restrict or diminish any right that which Landlord may have against Tenant or Subtenant pursuant to the Master Lease, or at in law or in equity for violation of the Master Lease or otherwise, including, without limitation, the right to enjoin or otherwise restrain any violation of the Master Lease by Subtenant, . Subtenant and Tenant each agree to provide Landlord may at with copies of any time enforce the Lease against either or both Tenant and Subtenant; any breach notices of the Lease default by either Tenant or Subtenant will entitle Landlord party under the Sublease on the same day such notices are given to avail itself of any remedy set forth in the Lease in the event of such breach, as well as any other remedy available at law to Landlord;party. (id) notwithstanding anything Subtenant and Xxxxxx acknowledge and agree that Landlord shall retain all entry rights to the contrary contained in this AgreementPremises as provided under the Master Lease. (e) Tenant shall reimburse Landlord for its reasonable costs and expenses, including attorneys’ fees, incurred by Landlord shall not be liable at any time for any cost or obligation of any kind arising in connection with the Sublease, including, without limitation, any failure proposed Sublease in the amount of Tenant or Subtenant to perform any of their respective obligations under the Sublease, brokerage commissions or other charges or expenses, improvements to the Subleased Premises, or security required to be given by Subtenant under the Sublease; Tenant and Subtenant jointly and severally agree to indemnify, protect, defend and hold harmless Landlord from all claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) that Landlord may incur as a result of any claim to pay any person any commission, finder’s fee or other charge in connection with the Sublease; (j) to the extent that any provisions of the Sublease are contrary to the provisions of the Lease, such Sublease provisions are deemed revoked as to Landlord$500.00, and Tenant and Subtenant shall fully perform all provisions of the Lease; without limiting the generality of the foregoing, and notwithstanding anything to the contrary contained in the Sublease: (i) nothing in the Sublease shall expand the liability or obligations of Landlord, whether to Tenant, Subtenant or any other party, and Landlord withholds consent to anything in the Sublease that does expand or purports to expand the liability or obligations of Landlord; and (ii) Subtenant shall have no right to expand or relocate the Subleased Premises beyond the Premises, to extend or renew the term of the Sublease beyond the initial term of the Lease or to exercise any option to terminate, right of first offer or right of first refusal, regardless of whether Tenant may have any such right under the Lease, and Subtenant shall have no right to exercise Tenant’s rights thereunder; Subtenant’s sole remedy for any alleged or actual breach of its rights in connection with the Subleased Premises shall be solely and exclusively against Tenant; and (k) pursuant and subject to Paragraph 10.3 of the Lease, concurrently with the execution and delivery effectiveness of this Agreement, Tenant shall pay to Landlord all Consent is expressly conditioned upon Xxxxxxxx’s receipt of Landlord’s reasonable and customary attorneys’ fees and costs incurred in connection with the Sublease and this Agreementsuch payment.

Consent to Sublease. Landlord consents to the subleasing by Tenant to Subtenant of the Subleased Premises; provided, however, that: (a) such Notwithstanding the prohibition set forth in Section 6.1(a), Landlord shall not unreasonably withhold, condition or delay its consent does notto one or more sublettings requested by Tenant, provided further that: (i) relieve, release or discharge Tenant The business of any obligation to be paid or performed by Tenant under the Lease, including, without limitation, the payment of rent each proposed subtenant and other amounts when due under the Lease, whether occurring before or after such consent or the date its use of the SubleasePremises shall be consistent with the Permitted Uses, and Tenant will not be released from any liability under the Lease because of Landlord’s failure to give notice of default by Subtenant under or with respect to any financial condition and standing of the provisions of the Lease, but rather Tenant and, with respect to the Subleased Premises (except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), Subtenant proposed subtenant shall be jointly and severally primarily liable for such payment and performance;reasonably acceptable to Landlord. (ii) constitute consent Neither the proposed subtenant, nor any person who directly or indirectly, controls, is controlled by, or is under common control with, the proposed subtenant or any person who controls the proposed subtenant, shall be (A) a government (or subdivision or agency thereof), (B) a medical or dental office, or (C) an occupant of the Building or any other property in Boston owned or managed by Landlord to, approval or ratification by Landlord of, or agreement by Landlord with, any particular provision affiliate of the Sublease or a representation or warranty by Landlord with respect to the Sublease, and Landlord shall not in any respect or for any purpose be bound or estopped by the Sublease; orLandlord; (iii) constitute a The form of the proposed sublease, as well as the Landlord’s consent thereto, shall be reasonably satisfactory to Landlord and its counsel and shall comply with the applicable provisions of this Article 6; (iv) not later than fifteen (15) days prior to the proposed commencement of such sublease, Landlord shall have received information reasonably sufficient to determine compliance with the foregoing conditions; and (v) Tenant shall in all cases remain fully and primarily liable hereunder. If Tenant requests Landlord’s consent to any changea sublease then, alterationat the time of such request, addition, improvement or repair to the Subleased Premises, including the installation Tenant shall provide Landlord with a written description of signage, which must be separately obtained from Landlord by Tenant in accordance with Paragraphs 9.2 or 19.2 (as the case may be) all terms and conditions of the Lease;proposed transfer, copies of the proposed documentation or a term sheet therefor, and the following information about the proposed sublessee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references reasonably sufficient to enable Landlord to determine the proposed sublessee’s creditworthiness and business reputation. (b) Subtenant may not further sublease the Subleased Premises, allow the Subleased Premises to be used by others or assign, transfer, mortgage, encumber, pledge or hypothecate the Sublease or Subtenant’s interest in the Sublease, in whole or in part, without the prior written consent of Landlord in each instance, which consent may be withheld in accordance with the provisions of the Lease relating to assignment and subleasing of the Lease; this consent is not, and It shall not be deemed or construed as, a unreasonable for Landlord to withhold its consent to any future proposed sublease if (i) at the time of such request, Tenant is in default under this Lease (unless such default is cured within any applicable notice or other subleasecure period), assignment (ii) the proposed sublessee is a tenant in the Building or transfer, is an affiliate of such a tenant or a consent to party that Landlord has identified as a sublease term beyond tenant or a prospective tenant in the term Building, (iii) the financial responsibility, nature of business, and character of the Leaseproposed transferee are not all reasonably satisfactory to Landlord in light of the obligations being assumed, (iv) in the reasonable judgment of Landlord the purpose for which the transferee intends to use the Premises (or a renewal portion thereof) is not in keeping with Landlord’s standards for the Building or extension would impose a burden on the parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant; (v) the proposed sublessee is a government entity or quasi-governmental entity or agency, and/or (vi) the identity of the Lease subtenant or its contemplated use of the Sublease; (c) such consent shall not be deemed or construed subleased premises under the proposed sublease would cause Landlord to be an assignment or partial assignment in violation of the Lease, or, except to the extent expressly provided by this Agreement, if at all, to create any privity of contract between Landlord and Subtenant with respect to the Lease; (d) such consent shall not be deemed or construed to modify, amend, waive or affect any term, condition or other provision of the Lease, waive any breach of the Lease or any of the rights or remedies of Landlord, enlarge or increase Landlord’s obligations or Tenant’s rights under the Lease, grant to Subtenant rights that are greater than those granted to Tenant under the Lease, or waive or affect Tenant’s its obligations under the Lease, another lease or agreement to which shall continue to apply to the Premises and the occupants of the Premises as if the Sublease had not been made, with the Sublease remaining in all respects subject and subordinate to the Lease, as the same may be amended; if any conflict exists between the Lease or this Agreement and the Sublease (except, as to Subtenant, as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), then the Lease or this Agreement, as applicable, shall control and prevail; (e) notwithstanding any provision of the Sublease to the contrary, Subtenant shall have no right to enforce any of Tenant’s rights under the Lease directly against Landlord, all of such rights being personal to Tenant; (f) Tenant and Subtenant shall not amend the Sublease in any respect without the prior written approval of Landlord, and in Landlord is a party. In no event shall any such amendment, whether sublease cover fewer than 2,000 square feet of space or not approved by Landlord, affect or modify or be deemed to affect or modify the Lease in any respect; (g) for the benefit of Landlord, Subtenant agrees that Subtenant will be fully and completely bound by each and every have a fixed term of the Lease relating less than six (6) months. The foregoing shall not exclude any other reasonable basis for Landlord to Subtenantwithhold its consent. Landlord shall have no liability for damages to Tenant or to any proposed sublessee, and Tenant shall not be permitted to terminate this Lease, if it is adjudicated that Landlord’s occupancy and use of the Subleased Premisesconsent has been unreasonably withheld, and, except as expressly set forth in the Sublease with respect to the amount of rent conditioned or security deposit payable, Subtenant expressly assumes and agrees to perform and comply with every obligation of Tenant under the Lease as to the Subleased Premises, as if Subtenant was the tenant under the Lease with respect to the Subleased Premises, including, without limitationdelayed. In such event, Tenant’s obligation to indemnify Landlord in accordance with Paragraph 11.1 of the Lease and deliver financial statements in accordance with Paragraph 18.2 of the Lease; Subtenant acknowledges that Subtenant has examined and is familiar with all of the provisions of the Lease; (h) Tenant sole remedy shall be liable to Landlord for any default under have the Lease, whether such default is caused by either or both Tenant and Subtenant or anyone claiming by, through or under either Tenant or Subtenant; subject to the notice and cure provisions given to Tenant and set forth in Paragraph 16.1 of the Lease, Landlord may proceed directly against Tenant without first exhausting proposed sublease declared valid as if Landlord’s remedies against Subtenant, Landlord may proceed directly against Subtenant without first exhausting Landlord’s remedies against Tenant, or Landlord may proceed directly against Tenant and Subtenant simultaneously; therefore, such consent shall not be deemed to restrict or diminish any right that Landlord may have against Tenant or Subtenant pursuant to the Lease, or at law or in equity for violation of the Lease or otherwise, including, without limitation, the right to enjoin or otherwise restrain any violation of the Lease by Subtenant, and Landlord may at any time enforce the Lease against either or both Tenant and Subtenant; any breach of the Lease by either Tenant or Subtenant will entitle Landlord to avail itself of any remedy set forth in the Lease in the event of such breach, as well as any other remedy available at law to Landlord; (i) notwithstanding anything to the contrary contained in this Agreement, Landlord shall not be liable at any time for any cost or obligation of any kind arising in connection with the Sublease, including, without limitation, any failure of Tenant or Subtenant to perform any of their respective obligations under the Sublease, brokerage commissions or other charges or expenses, improvements to the Subleased Premises, or security required to be given by Subtenant under the Sublease; Tenant and Subtenant jointly and severally agree to indemnify, protect, defend and hold harmless Landlord from all claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) that Landlord may incur as a result of any claim to pay any person any commission, finder’s fee or other charge in connection with the Sublease; (j) to the extent that any provisions of the Sublease are contrary to the provisions of the Lease, such Sublease provisions are deemed revoked as to Landlord, and Tenant and Subtenant shall fully perform all provisions of the Lease; without limiting the generality of the foregoing, and notwithstanding anything to the contrary contained in the Sublease: (i) nothing in the Sublease shall expand the liability or obligations of Landlord, whether to Tenant, Subtenant or any other party, and Landlord withholds consent to anything in the Sublease that does expand or purports to expand the liability or obligations of Landlord; and (ii) Subtenant shall have no right to expand or relocate the Subleased Premises beyond the Premises, to extend or renew the term of the Sublease beyond the initial term of the Lease or to exercise any option to terminate, right of first offer or right of first refusal, regardless of whether Tenant may have any such right under the Lease, and Subtenant shall have no right to exercise Tenant’s rights thereunder; Subtenant’s sole remedy for any alleged or actual breach of its rights in connection with the Subleased Premises shall be solely and exclusively against Tenant; and (k) pursuant and subject to Paragraph 10.3 of the Lease, concurrently with the execution and delivery of this Agreement, Tenant shall pay to Landlord all of Landlord’s reasonable and customary attorneys’ fees and costs incurred in connection with the Sublease and this Agreement.had been given

Consent to Sublease. Landlord consents to the subleasing by Tenant to Subtenant of the Subleased Premises; provided, however, that: (a) such consent does not: (i) relieve, release or discharge Tenant of any obligation to be paid or performed by Tenant under the Lease, including, without limitation, the payment of rent and other amounts when due under the Lease, whether occurring before or after such consent or the date of the Sublease, and Tenant will not be released from any liability under the Lease because of Landlord’s failure to give notice of default by Subtenant under or with respect to any of the provisions of the Lease, but rather Tenant and, with respect to the Subleased Premises (except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), Subtenant shall be jointly and severally primarily liable for such payment and performance; (ii) constitute consent by Landlord to, approval or ratification by Landlord of, or agreement by Landlord with, any particular provision of the Sublease or a representation or warranty by Landlord with respect to the Sublease, and Landlord shall not in any respect or for any purpose be bound or estopped by the Sublease; or (iii) constitute a consent to any change, alteration, addition, improvement or repair to the Subleased Premises, including the installation of signage, which must be separately obtained from Landlord and Tenant by Tenant Subtenant in accordance with Paragraphs 9.2 or 19.2 (as the case may be) of the Lease; (b) Subtenant may not further sublease the Subleased Premises, allow the Subleased Premises to be used by others or assign, transfer, mortgage, encumber, pledge or hypothecate the Sublease or Subtenant’s interest in the Sublease, in whole or in part, without the prior written consent of Landlord in each instance, which consent may be withheld in accordance with the provisions of the Lease relating to assignment and subleasing of the Lease; this consent is not, and shall not be deemed or construed as, a consent to any future or other sublease, assignment or transfer, or a consent to a sublease term beyond the term of the Lease, or a renewal or extension of the Lease or the Sublease; (c) such consent shall not be deemed or construed to be an assignment or partial assignment of the Lease, or, except to the extent expressly provided by this Agreement, if at all, to create any privity of contract between Landlord and Subtenant with respect to the Lease; (d) such consent shall not be deemed or construed to modify, amend, waive or affect any term, condition or other provision of the Lease, waive any breach of the Lease or any of the rights or remedies of Landlord, enlarge or increase Landlord’s obligations or Tenant’s rights under the Lease, grant to Subtenant rights that are greater than those granted to Tenant under the Lease, or waive or affect Tenant’s obligations under the Lease, which shall continue to apply to the Premises and the occupants of the Premises as if the Sublease had not been made, with the Sublease remaining in all respects subject and subordinate to the Lease, as the same may be amended; if any conflict exists between the Lease or this Agreement and the Sublease (except, as to Subtenant, as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), then the Lease or this Agreement, as applicable, shall control and prevail; (e) notwithstanding any provision of the Sublease to the contrary, Subtenant shall have no right to enforce any of Tenant’s rights under the Lease directly against Landlord, all of such rights being personal to Tenant; (f) Tenant and Subtenant shall not amend the Sublease in any respect without the prior written approval of Landlord, and in no event shall any such amendment, whether or not approved by Landlord, affect or modify or be deemed to affect or modify the Lease in any respect; (g) for the benefit of Landlord, Subtenant agrees that Subtenant will be fully and completely bound by each and every term of the Lease relating to Subtenant’s occupancy and use of the Subleased Premises, and, except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable, Subtenant expressly assumes and agrees to perform and comply with every obligation of Tenant under the Lease as to the Subleased Premises, as if Subtenant was were the tenant under the Lease with respect to the Subleased Premises, including, without limitation, Tenant’s obligation to indemnify Landlord in accordance with Paragraph 11.1 of the Lease and deliver financial statements in accordance with Paragraph 18.2 of the Lease; Subtenant acknowledges that Subtenant has examined and is familiar with all of the provisions of the Lease; (h) Tenant shall be liable to Landlord for any default under the Lease, whether such default is caused by either or both Tenant and Subtenant or anyone claiming by, through or under either Tenant or Subtenant; subject to the notice and cure provisions given to Tenant and set forth in Paragraph 16.1 of the Lease, Landlord may proceed directly against Tenant without first exhausting Landlord’s remedies against Subtenant, Landlord may proceed directly against Subtenant without first exhausting Landlord’s remedies against Tenant, or Landlord may proceed directly against Tenant and Subtenant simultaneously; therefore, such consent shall not be deemed to restrict or diminish any right that Landlord may have against Tenant or Subtenant pursuant to the Lease, or at law or in equity for violation of the Lease or otherwise, including, without limitation, the right to enjoin or otherwise restrain any violation of the Lease by Subtenant, and Landlord may at any time enforce the Lease against either or both Tenant and Subtenant; any breach of the Lease by either Tenant or Subtenant will entitle Landlord to avail itself of any remedy set forth in the Lease in the event of such breach, as well as any other remedy available at law to Landlord; (i) notwithstanding anything to the contrary contained in this Agreement, Landlord shall not be liable at any time for any cost or obligation of any kind arising in connection with the Sublease, including, without limitation, any failure of Tenant or Subtenant to perform any of their respective its obligations under the Sublease, brokerage commissions or other charges or expenses, improvements to the Subleased Premises, or security required to be given by Subtenant under the Sublease; Tenant and Subtenant jointly and severally agree to indemnify, protect, defend and hold harmless Landlord from all claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) that Landlord may incur as a result of any claim to pay any person any commission, finder’s fee or other charge in connection with the Sublease; (j) to the extent that any provisions of the Sublease are contrary to the provisions of the Lease, such Sublease provisions are deemed revoked as to Landlord, and Tenant and Subtenant shall fully perform all provisions of the Lease; without limiting the generality of the foregoing, and notwithstanding anything to the contrary contained in the Sublease: (i) nothing in the Sublease shall expand the liability or obligations of Landlord, whether to Tenant, Subtenant or any other partyperson, and Landlord withholds consent to anything in the Sublease that does expand or purports to expand the liability or obligations of Landlord; and (ii) Subtenant shall have no right to expand or relocate the Subleased Premises beyond the Premises, to extend or renew the term of the Sublease beyond the initial existing term of the Lease or to exercise any option to terminate, right of first offer or right of first refusal, regardless of whether Tenant may have any such right under the Lease, and Subtenant shall have no right to exercise Tenant’s rights thereunder; Subtenant’s sole remedy for any alleged or actual breach of its rights in connection with the Subleased Premises shall be solely and exclusively against Tenant; and (k) pursuant and subject to Paragraph 10.3 of the Lease, concurrently with the execution and delivery of this Agreement, Tenant shall pay to Landlord all of Landlord’s reasonable and customary attorneys’ fees and costs incurred in connection with the Sublease and this Agreement.

Consent to Sublease. Landlord consents Notwithstanding anything to the subleasing contrary in this Sublease, this Sublease and Sublandlord's obligations hereunder are conditioned upon the execution and delivery of all parties thereto of the Fourth Amendment and the Consent. If any of the foregoing conditions is not satisfied, within thirty (30) days after execution of this Sublease by Tenant Sublandlord, then Sublandlord may terminate this Sublease by giving Subtenant written notice thereof, and upon such termination Sublandlord shall return to Subtenant all prepaid rent and the Security Deposit. Sublandlord and Subtenant hereby acknowledge that the Consent contains certain agreements between the parties thereto that have a direct impact on this Sublease and the relationship of Sublandlord and Subtenant hereunder, including the circumstances under which Subtenant must obtain the consent of Sublandlord. In the event of a conflict between the provisions of this Sublease and the Consent, the provisions of the Subleased Premises; provided, however, that: (a) such consent does not: (i) relieve, release or discharge Tenant of any obligation to be paid or performed by Tenant under the Lease, including, without limitationConsent shall control. Furthermore, the payment of rent and other amounts when due under parties acknowledge that the Lease, whether occurring before or after such consent or the date of the Sublease, and Tenant will not be released from any liability under the Lease because of Landlord’s failure to give notice of default incorporation by Subtenant under or with respect to any reference of the provisions of the Direct Lease into this Sublease may cause Sublandlord to have numerous approval and consent rights of the “Landlord” under the Direct Lease; however, but rather Tenant andnotwithstanding such incorporation by reference, the parties acknowledge and agree that the consent and approval rights of Sublandlord with respect to the Subleased Premises (except as expressly set forth in during the Sublease with respect to the amount of rent or security deposit payable), Subtenant shall be jointly and severally primarily liable for such payment and performance; (ii) constitute consent by Landlord to, approval or ratification by Landlord of, or agreement by Landlord with, any particular provision of the Sublease or a representation or warranty by Landlord with respect to the Sublease, and Landlord shall not in any respect or for any purpose be bound or estopped Term are governed by the Sublease; or (iii) constitute a Consent and Sublandlord’s consent to any change, alteration, addition, improvement or repair to the Subleased Premises, including the installation of signage, which must be separately obtained from Landlord by Tenant in accordance with Paragraphs 9.2 or 19.2 (as the case may be) of the Lease; (b) Subtenant may not further sublease the Subleased Premises, allow the Subleased Premises to be used by others or assign, transfer, mortgage, encumber, pledge or hypothecate the Sublease or Subtenant’s interest in the Sublease, in whole or in part, without the prior written consent of Landlord in each instance, which consent may be withheld in accordance with the provisions of the Lease relating to assignment and subleasing of the Lease; this consent approval is not, and shall not be deemed or construed as, a consent to any future or other sublease, assignment or transfer, or a consent to a sublease term beyond the term of the Lease, or a renewal or extension of the Lease or the Sublease; (c) such consent shall not be deemed or construed to be an assignment or partial assignment of the Lease, or, except only required to the extent expressly provided by this Agreementrequired in the Consent. In addition, if at all, to create any privity of contract between Landlord and Subtenant with respect the parties acknowledge that amendments to the Lease; (d) such consent shall not be deemed or construed to modify, amend, waive or affect any term, condition or other provision of the Lease, waive any breach of the Direct Lease or any of the rights or remedies of Landlord, enlarge or increase Landlord’s obligations or Tenant’s rights under the Lease, grant to Subtenant rights that are greater than those granted to Tenant under the Lease, or waive or affect Tenant’s obligations under the Lease, which shall continue to apply to the Premises and the occupants of the Premises as if the Sublease had not been made, with the Sublease remaining in all respects subject and subordinate to the Lease, as the same may be amended; if any conflict exists between the Lease or this Agreement and the Sublease (except, as to Subtenant, as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), then the Lease or this Agreement, as applicable, shall control and prevail; (e) notwithstanding any provision of the Sublease to the contrary, Subtenant shall have no right to enforce any of Tenant’s rights under the Lease directly against Landlord, all of such rights being personal to Tenant; (f) Tenant and Subtenant shall not amend the Sublease in any respect without the prior written approval of Landlord, and in no event shall any such amendment, whether or not approved by Landlord, affect or modify or be deemed to affect or modify the Lease in any respect; (g) for the benefit of Landlord, Subtenant agrees that Subtenant will be fully and completely bound by each and every term of the Lease relating to Subtenant’s occupancy and use of the Subleased Premises, and, except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable, Subtenant expressly assumes and agrees to perform and comply with every obligation of Tenant under the Lease as to the Subleased Premises, as if Subtenant was the tenant under the Lease with respect to the Subleased Premises, including, without limitation, Tenant’s obligation to indemnify Landlord in accordance with Paragraph 11.1 of the Lease and deliver financial statements in accordance with Paragraph 18.2 of the Lease; Subtenant acknowledges that Subtenant has examined and is familiar with all of the provisions of the Lease; (h) Tenant shall be liable to Landlord for any default under the Lease, whether such default is caused by either or both Tenant and Subtenant or anyone claiming by, through or under either Tenant or Subtenant; subject to the notice and cure provisions given to Tenant and set forth in Paragraph 16.1 of the Lease, Landlord may proceed directly against Tenant without first exhausting Landlord’s remedies against Subtenant, Landlord may proceed directly against Subtenant without first exhausting Landlord’s remedies against Tenant, or Landlord may proceed directly against Tenant and Subtenant simultaneously; therefore, such consent shall not be deemed to restrict or diminish any right that Landlord may have against Tenant or Subtenant pursuant to the Lease, or at law or in equity for violation of the Lease or otherwise, including, without limitation, the right to enjoin or otherwise restrain any violation of the Lease by Subtenant, and Landlord may at any time enforce the Lease against either or both Tenant and Subtenant; any breach of the Lease by either Tenant or Subtenant will entitle Landlord to avail itself of any remedy set forth in the Lease in the event of such breach, as well as any other remedy available at law to Landlord; (i) notwithstanding anything to the contrary contained become incorporated in this Agreement, Landlord shall not be liable at any time for any cost or obligation of any kind arising in connection with the Sublease, including, without limitation, any failure of Tenant or Subtenant to perform any of their respective obligations under the Sublease, brokerage commissions or other charges or expenses, improvements to the Subleased Premises, or security required to be given by Subtenant under the Sublease; Tenant and Subtenant jointly and severally agree to indemnify, protect, defend and hold harmless Landlord from all claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) that Landlord may incur as a result of any claim to pay any person any commission, finder’s fee or other charge in connection with the Sublease; (j) but only to the extent that any provisions such amendment is permitted pursuant to Section 5B of the Consent Amendment: This Sublease are contrary to may not be amended except by the provisions written agreement of the Lease, such Sublease provisions are deemed revoked as to Landlord, Sublandlord and Tenant and Subtenant shall fully perform all provisions of the Lease; without limiting the generality of the foregoing, and notwithstanding anything to the contrary contained in the Sublease: (i) nothing in the Sublease shall expand the liability or obligations of Landlord, whether to Tenant, Subtenant or any other party, and Landlord withholds consent to anything in the Sublease that does expand or purports to expand the liability or obligations of Landlord; and (ii) Subtenant shall have no right to expand or relocate the Subleased Premises beyond the Premises, to extend or renew the term of the Sublease beyond the initial term of the Lease or to exercise any option to terminate, right of first offer or right of first refusal, regardless of whether Tenant may have any such right under the Lease, and Subtenant shall have no right to exercise Tenant’s rights thereunder; Subtenant’s sole remedy for any alleged or actual breach of its rights in connection with the Subleased Premises shall be solely and exclusively against Tenant; and (k) pursuant and subject to Paragraph 10.3 of the Lease, concurrently with the execution and delivery of this Agreement, Tenant shall pay to Landlord all of Landlord’s reasonable and customary attorneys’ fees and costs incurred in connection with the Sublease and this Agreement.

Consent to Sublease. If Landlord does not exercise its option to cancel this Lease pursuant to paragraph (b) above and Landlord consents in writing to the subleasing by proposed assignment of sublease, Tenant to Subtenant of may then enter into the Subleased Premises; providedassignment or sublease, however, that: (a) such consent does not: (i) relieve, release or discharge Tenant of any obligation to be paid or performed by Tenant under the Lease, including, without limitation, the payment of rent and other amounts when due under the Lease, whether occurring before or after such consent or the date of the Sublease, and Tenant will not be released from any liability under the Lease because of Landlord’s failure to give notice of default by Subtenant under or with respect to any of the provisions of the Lease, but rather Tenant and, with respect to the Subleased Premises (except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), Subtenant shall be jointly and severally primarily liable for such payment and performance; (ii) constitute consent by Landlord to, approval or ratification by Landlord of, or agreement by Landlord with, any particular provision of the Sublease or a representation or warranty by Landlord with respect to the Sublease, and Landlord shall not in any respect or for any purpose be bound or estopped by the Sublease; or (iii) constitute a consent to any change, alteration, addition, improvement or repair to the Subleased Premises, including the installation of signage, which must be separately obtained from Landlord by Tenant in accordance with Paragraphs 9.2 or 19.2 (as the case may be) of the Lease; (b) Subtenant may not further sublease the Subleased Premises, allow the Subleased Premises to be used by others or assign, transfer, mortgage, encumber, pledge or hypothecate the Sublease or Subtenant’s interest specified in the SubleaseTenant’s Notice giving rise to such cancellation option, in whole or in part, without the prior written consent of Landlord in each instance, which consent may be withheld in accordance with the provisions following provisions. If Tenant enters into such assignment or sublease it shall submit an executed copy of the Lease relating sublease or assignment to assignment and subleasing Landlord for consent not less than thirty (30) days prior to the proposed effective date of the Lease; this consent is not, and shall not be deemed or construed as, a consent to any future or other sublease, assignment or transfer, or a consent to a sublease term beyond the proposed commencement date of the term of the Leasesublease, or as the case may be. In the case of a renewal or extension of sublease, the Lease or the Sublease; (c) such consent instrument shall not be deemed or construed to be an assignment or partial assignment of the Lease, or, except to the extent expressly provided by this Agreement, if state that it is and shall remain at all, to create any privity of contract between Landlord and Subtenant with respect to the Lease; (d) such consent shall not be deemed or construed to modify, amend, waive or affect any term, condition or other provision of the Lease, waive any breach of the Lease or any of the rights or remedies of Landlord, enlarge or increase Landlord’s obligations or Tenant’s rights under the Lease, grant to Subtenant rights that are greater than those granted to Tenant under the Lease, or waive or affect Tenant’s obligations under the Lease, which shall continue to apply to the Premises and the occupants of the Premises as if the Sublease had not been made, with the Sublease remaining in all respects times subject and subordinate to the Lease, as the same may be amended; if any conflict exists between the this Lease or this Agreement and the Sublease (except, as to Subtenant, as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), then the Lease or this Agreement, as applicable, shall control and prevail; (e) notwithstanding any provision all of the Sublease terms, covenants and agreements contained in this Lease. In the case of an assignment, the instrument shall contain the assumption by the assignee of all of the duties and obligations of the tenant under this Lease to be performed after the contrary, Subtenant effective date of assignment. No such assignment or sublease instrument shall have no right expressly or by implication impose upon Landlord any duties or obligations or alter the provisions of this Lease. Landlord agrees to enforce any give Tenant written notice within thirty (30) days after receipt by Landlord of Tenant’s rights proposed assignment or sublease of Landlord’s consent to or rejection of same. Tenant may not submit to Landlord for consent any assignment or sublease on terms or conditions or with parties different from those stated in the applicable Tenant’s Notice for such assignment or sublease, nor may Tenant submit to Landlord for consent any assignment or sublease later than the date which is sixty (60) days after the expiration of the period for exercise by Landlord of the cancellation option arising under the Lease directly against Landlord, all paragraph (b) above by reason of such rights being personal to Tenant; (f) Tenant and Subtenant shall not amend the Sublease in any respect without the prior written approval of Landlord, and in no event shall any such amendment, whether assignment or not approved by Landlord, affect or modify or be deemed to affect or modify the Lease in any respect; (g) for the benefit of Landlord, Subtenant agrees that Subtenant will be fully and completely bound by each and every term of the Lease relating to Subtenant’s occupancy and use of the Subleased Premises, and, except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable, Subtenant expressly assumes and agrees to perform and comply with every obligation of Tenant under the Lease as to the Subleased Premises, as if Subtenant was the tenant under the Lease with respect to the Subleased Premises, includingsublease, without limitation, Tenant’s obligation to indemnify Landlord in accordance again complying with Paragraph 11.1 of the Lease and deliver financial statements in accordance with Paragraph 18.2 of the Lease; Subtenant acknowledges that Subtenant has examined and is familiar with all of the provisions of the Lease; paragraph (hb) Tenant shall be liable to above and affording Landlord for any default under the Lease, whether such default is caused by either or both Tenant and Subtenant or anyone claiming by, through or under either Tenant or Subtenant; subject to the notice and cure provisions given to Tenant and set forth in Paragraph 16.1 of the Lease, Landlord may proceed directly against Tenant without first exhausting Landlord’s remedies against Subtenant, Landlord may proceed directly against Subtenant without first exhausting Landlord’s remedies against Tenant, or Landlord may proceed directly against Tenant and Subtenant simultaneously; therefore, such consent shall not be deemed to restrict or diminish any right that Landlord may have against Tenant or Subtenant pursuant to the Lease, or at law or in equity for violation of the Lease or otherwise, including, without limitation, the right to enjoin or otherwise restrain any violation of the Lease by Subtenant, and Landlord may at any time enforce the Lease against either or both Tenant and Subtenant; any breach of the Lease by either Tenant or Subtenant will entitle Landlord to avail itself of any remedy set forth in the Lease in the event of such breach, as well as any other remedy available at law to Landlord; (i) notwithstanding anything to the contrary contained in this Agreement, Landlord shall not be liable at any time for any cost or obligation of any kind arising in connection with the Sublease, including, without limitation, any failure of Tenant or Subtenant to perform any of their respective obligations under the Sublease, brokerage commissions or other charges or expenses, improvements to the Subleased Premises, or security required to be given by Subtenant under the Sublease; Tenant and Subtenant jointly and severally agree to indemnify, protect, defend and hold harmless Landlord from all claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) that Landlord may incur as a result of any claim to pay any person any commission, finder’s fee or other charge in connection with the Sublease; (j) to the extent that any provisions of the Sublease are contrary to the provisions of the Lease, such Sublease provisions are deemed revoked as to Landlord, and Tenant and Subtenant shall fully perform all provisions of the Lease; without limiting the generality of the foregoing, and notwithstanding anything to the contrary contained in the Sublease: (i) nothing in the Sublease shall expand the liability or obligations of Landlord, whether to Tenant, Subtenant or any other party, and Landlord withholds consent to anything in the Sublease that does expand or purports to expand the liability or obligations of Landlord; and (ii) Subtenant shall have no right to expand or relocate the Subleased Premises beyond the Premises, to extend or renew the term of the Sublease beyond the initial term of the Lease or to again exercise any option to terminate, right of first offer or right of first refusal, regardless of whether Tenant may have any such right under the Lease, and Subtenant shall have no right to exercise Tenant’s rights thereunder; Subtenant’s sole remedy for any alleged or actual breach of its rights in connection with the Subleased Premises shall be solely and exclusively against Tenant; and (k) pursuant and subject to Paragraph 10.3 of the Lease, concurrently with the execution and delivery of this Agreement, Tenant shall pay to Landlord all of Landlord’s reasonable and customary attorneys’ fees and costs incurred in connection with the Sublease and this Agreementcancellation option.

Consent to Sublease. Landlord consents to the subleasing by Tenant to Subtenant of the Subleased Premises; provided, however, that: (a) such consent does not: (i) relieve, release or discharge Tenant of any obligation to be paid or performed by Tenant under the Lease, including, without limitation, the payment of rent and other amounts when due under the Lease, whether occurring before or after such consent or the date of the Sublease, and Tenant will not be released from any liability under the Lease because of Landlord’s failure to give notice of default by Subtenant under or with respect to any of the provisions of the Lease, but rather Tenant and, with respect to the Subleased Premises (except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), Subtenant shall be jointly and severally primarily liable for such payment and performance; (ii) constitute consent by Landlord to, approval or ratification by Landlord of, or agreement by Landlord with, any particular provision of the Sublease or a representation or warranty by Landlord with respect to the Sublease, and Landlord shall not in any respect or for any purpose be bound or estopped by the Sublease; or (iii) constitute a consent to any change, alteration, addition, improvement or repair to the Subleased Premises, including the installation of signage, which must be separately obtained from Landlord by Tenant in accordance with Paragraphs 9.2 or 19.2 (as the case may be) of the Lease; (b) except as set forth in the Sublease, Subtenant may not further sublease Sublease the Subleased Premises, allow the Subleased Premises to be used by others or assign, transfer, mortgage, encumber, pledge or hypothecate the Sublease or Subtenant’s interest in the Sublease, in whole or in part, without the prior written consent of Landlord in each instance, which consent may be withheld in accordance with the provisions of the Lease relating to assignment and subleasing of the Lease; this consent is not, and shall not be deemed or construed as, a consent to any future or other subleaseSublease, assignment or transfer, or a consent to a sublease Sublease term beyond the term of the Lease, or a renewal or extension of the Lease or the Sublease; (c) such consent shall not be deemed or construed to be an assignment or partial assignment of the Lease, or, except to the extent expressly provided by this Agreement, if at all, to create any privity of contract between Landlord and Subtenant with respect to the Lease; (d) such consent shall not be deemed or construed to modify, amend, waive or affect any term, condition or other provision of the Lease, waive any breach of the Lease or any of the rights or remedies of Landlord, enlarge or increase Landlord’s obligations or Tenant’s rights under the Lease, grant to Subtenant rights that are greater than those granted to Tenant under the Lease, or waive or affect Tenant’s obligations under the Lease, which shall continue to apply to the Premises and the occupants of the Premises as if the Sublease had not been made, with the Sublease remaining in all respects subject and subordinate to the Lease, as the same may be amended; if any conflict exists between the Lease or this Agreement and the Sublease (except, as to Subtenant, as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), then the Lease or this Agreement, as applicable, shall control and prevail; (e) notwithstanding any provision of the Sublease to the contrary, Subtenant shall have no right to enforce any of Tenant’s rights under the Lease directly against Landlord, all of such rights being personal to Tenant; (f) Tenant and Subtenant shall not amend the Sublease in any respect without the prior written approval of Landlord, and in no event shall any such amendment, whether or not approved by Landlord, affect or modify or be deemed to affect or modify the Lease in any respect; (g) for the benefit of Landlord, Subtenant agrees that Subtenant will be fully and completely bound by each and every term of the Lease relating to Subtenant’s occupancy and use of the Subleased Premises, and, except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payableSublease, Subtenant expressly assumes and agrees to perform and comply with every obligation of Tenant under the Lease as to the Subleased Premises, as if Subtenant was were the tenant under the Lease with respect to the Subleased Premises, including, without limitation, Tenant’s obligation to indemnify Landlord in accordance with Paragraph 11.1 of the Lease and deliver financial statements in accordance with Paragraph 18.2 of the Lease; Subtenant acknowledges that Subtenant has examined and is familiar with all of the provisions of the Lease; (h) Tenant shall be liable to Landlord for any default under the Lease, whether such default is caused by either or both Tenant and Subtenant or anyone claiming by, through or under either Tenant or Subtenant; subject to the notice and cure provisions given to Tenant and set forth in Paragraph 16.1 of the Lease, Landlord may proceed directly against Tenant without first exhausting Landlord’s remedies against Subtenant; on a default by Subtenant under the Sublease beyond the expiration of any applicable notice and cure period given to Subtenant in the Sublease, Landlord may proceed directly against Subtenant without first exhausting Landlord’s remedies against Tenant, or Landlord may proceed directly against Tenant and Subtenant simultaneously; therefore, such consent shall not be deemed to restrict or diminish any right that Landlord may have against Tenant pursuant to the Lease or against Subtenant pursuant to the Sublease (Landlord being a third-party beneficiary of the Lease), or at law or in equity for violation of the Lease or otherwise, including, without limitation, the right to enjoin or otherwise restrain any violation of the Lease by Subtenant, and Landlord may at any time enforce the Lease against either or both Tenant and and, to the extent Subtenant has assumed the obligations under the Lease with respect to the Subleased Premises, Subtenant; any breach of the Lease by either Tenant or or, to the extent Subtenant has assumed the obligations under the Lease with respect to the Subleased Premises, Subtenant will entitle Landlord to avail itself of any remedy set forth in the Lease in the event of such breach, as well as any other remedy available at law to Landlord; (i) notwithstanding anything to the contrary contained in this Agreement, Landlord shall not be liable at any time for any cost or obligation of any kind arising in connection with the Sublease, including, without limitation, any failure of Tenant or Subtenant to perform any of their respective its obligations under the Sublease, brokerage commissions or other charges or expenses, improvements to the Subleased Premises, or security required to be given by Subtenant under the Sublease; Tenant and Subtenant jointly and severally agree to indemnify, protect, defend and hold harmless Landlord from all claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) that Landlord may incur as a result of any claim to pay any person any commission, finder’s fee or other charge in connection with the Sublease; (j) to the extent that any provisions of the Sublease are contrary to the provisions of the Lease, such Sublease provisions are deemed revoked as to Landlord, and Tenant and Subtenant shall fully perform all provisions of the Lease; without limiting the generality of the foregoing, and notwithstanding anything to the contrary contained in the Sublease: (i) nothing in the Sublease shall expand the liability or obligations of Landlord, whether to Tenant, Subtenant or any other partyperson, and Landlord withholds consent to anything in the Sublease that does expand or purports to expand the liability or obligations of Landlord; and (ii) Subtenant shall have no right to expand or relocate the Subleased Premises beyond the Premises, to extend or renew the term of the Sublease beyond the initial existing term of the Lease or to exercise any option to terminate, right of first offer or right of first refusal, regardless of whether Tenant may have any such right under the Lease, and Subtenant shall have no right to exercise Tenant’s rights thereunder; Subtenant’s sole remedy for any alleged or actual breach of its rights in connection with the Subleased Premises shall be solely and exclusively against Tenant; and (k) pursuant and subject to Paragraph 10.3 of the Lease, concurrently with the execution and delivery of this Agreement, Tenant shall pay to Landlord all of Landlord’s reasonable and customary attorneys’ fees and costs incurred in connection with the Sublease and this Agreement.

Consent to Sublease. Landlord consents to Notwithstanding the subleasing by Tenant to Subtenant of the Subleased Premises; provided, however, that:prohibition set forth in Section -------------------- 6.1 (a) in the event that Tenant shall desire to enter into any sublease of the Premises or any portion thereof, Tenant shall notify Landlord thereof, and (i) shall identify the proposed subtenant, (ii) shall state the proposed terms and conditions thereof, and (iii) shall identify the space proposed to be sublet. Provided that Landlord cannot or will not provide to such subtenant, within thirty (30) days after the proposed effective date of such sublease, reasonably comparable space in one of the TPR Properties on substantially comparable terms and conditions, then Landlord shall not withhold its consent does notto the subletting requested by Tenant, on the further conditions that: (i) relieveThe business of each proposed subtenant and its use of the Premises shall: (A) be consistent with the Permitted Uses; (B) in Landlord's good faith judgment, release be in keeping with the standards of the Building and the surrounding office buildings; and (C) not violate any "exclusive use" right or discharge Tenant other similar restriction theretofore granted to or in favor of any obligation to be paid other tenant or performed occupant of any other building owned or operated by Tenant under the Lease, including, without limitation, the payment of rent and other amounts when due under the Lease, whether occurring before Landlord or after such consent or the date of the Sublease, and Tenant will not be released from any liability under the Lease because affiliate of Landlord’s failure to give notice of default by Subtenant under or with respect to any of the provisions of the Lease, but rather Tenant and, with respect to the Subleased Premises (except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), Subtenant shall be jointly and severally primarily liable for such payment and performance;. (ii) constitute consent by Landlord toThe proposed subtenant shall, approval or ratification by Landlord ofin Landlord's reasonable judgment, or agreement by Landlord with, any particular provision be of the Sublease or a representation or warranty by Landlord with respect to the Sublease, good business character and Landlord shall not in any respect or for any purpose be bound or estopped by the Sublease; orreputation. (iii) constitute Neither the proposed subtenant, nor any person who directly or indirectly, controls, is controlled by, or is under common control with, the proposed subtenant or any person who controls the proposed subtenant, shall be a consent to any change, alteration, government (or subdivision or agency thereof). In addition, improvement neither the proposed subtenant, nor any person who directly or repair indirectly, controls, is controlled by, or is under common control with, the proposed subtenant or any person who controls the proposed subtenant, shall be an occupant of any TPR Property on the date such consent request is delivered, unless within ten (10) days after Landlord's receipt of Tenant's request for Landlord's consent, Landlord shall have notified Tenant that Landlord is unwilling or unable to the Subleased Premises, including the installation of signage, which must be separately obtained from Landlord by Tenant accommodate such occupant's reasonable space requirements in accordance with Paragraphs 9.2 or 19.2 (as the case may be) of the Leaseanother TPR Property; (biv) Subtenant may not further The form of the proposed sublease the Subleased Premises, allow the Subleased Premises shall be reasonably satisfactory to be used by others or assign, transfer, mortgage, encumber, pledge or hypothecate the Sublease or Subtenant’s interest in the Sublease, in whole or in part, without the prior written consent of Landlord in each instance, which consent may be withheld in accordance and shall comply with the applicable provisions of the Lease relating to assignment and subleasing of the Lease; this consent is not, and shall not be deemed or construed as, a consent to any future or other sublease, assignment or transfer, or a consent to a sublease term beyond the term of the Lease, or a renewal or extension of the Lease or the SubleaseArticle 6; (cv) such consent No proposed sublease shall not be deemed cover less than 2,500 square feet of Premises Rentable Area or construed to be an assignment or partial assignment of the Lease, or, except to the extent expressly provided by this Agreement, if at all, to create any privity of contract between Landlord and Subtenant with respect to the Lease; (d) such consent shall not be deemed or construed to modify, amend, waive or affect any term, condition or other provision of the Lease, waive any breach of the Lease or any of the rights or remedies of Landlord, enlarge or increase Landlord’s obligations or Tenant’s rights under the Lease, grant to Subtenant rights that are greater than those granted to Tenant under the Lease, or waive or affect Tenant’s obligations under the Lease, which shall continue to apply to the Premises and the occupants of the Premises as if the Sublease had not been made, with the Sublease remaining in all respects subject and subordinate to the Lease, as the same may be amended; if any conflict exists between the Lease or this Agreement and the Sublease (except, as to Subtenant, as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), then the Lease or this Agreement, as applicable, shall control and prevail; (e) notwithstanding any provision of the Sublease to the contrary, Subtenant shall have no right to enforce any of Tenant’s rights under the Lease directly against Landlord, all of such rights being personal to Tenant; (f) Tenant and Subtenant shall not amend the Sublease in any respect without the prior written approval of Landlord, and in no event shall any such amendment, whether or not approved by Landlord, affect or modify or be deemed to affect or modify the Lease in any respect; (g) for the benefit of Landlord, Subtenant agrees that Subtenant will be fully and completely bound by each and every a term of the Lease relating to Subtenant’s occupancy and use of the Subleased Premises, and, except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable, Subtenant expressly assumes and agrees to perform and comply with every obligation of Tenant under the Lease as to the Subleased Premises, as if Subtenant was the tenant under the Lease with respect to the Subleased Premises, including, without limitation, Tenant’s obligation to indemnify Landlord in accordance with Paragraph 11.1 of the Lease and deliver financial statements in accordance with Paragraph 18.2 of the Lease; Subtenant acknowledges that Subtenant has examined and is familiar with all of the provisions of the Lease; less than one (h1) Tenant shall be liable to Landlord for any default under the Lease, whether such default is caused by either or both Tenant and Subtenant or anyone claiming by, through or under either Tenant or Subtenant; subject to the notice and cure provisions given to Tenant and set forth in Paragraph 16.1 of the Lease, Landlord may proceed directly against Tenant without first exhausting Landlord’s remedies against Subtenant, Landlord may proceed directly against Subtenant without first exhausting Landlord’s remedies against Tenant, or Landlord may proceed directly against Tenant and Subtenant simultaneously; therefore, such consent shall not be deemed to restrict or diminish any right that Landlord may have against Tenant or Subtenant pursuant to the Lease, or at law or in equity for violation of the Lease or otherwise, including, without limitation, the right to enjoin or otherwise restrain any violation of the Lease by Subtenant, and Landlord may at any time enforce the Lease against either or both Tenant and Subtenant; any breach of the Lease by either Tenant or Subtenant will entitle Landlord to avail itself of any remedy set forth in the Lease in the event of such breach, as well as any other remedy available at law to Landlord; (i) notwithstanding anything to the contrary contained in this Agreement, Landlord shall not be liable at any time for any cost or obligation of any kind arising in connection with the Sublease, including, without limitation, any failure of Tenant or Subtenant to perform any of their respective obligations under the Sublease, brokerage commissions or other charges or expenses, improvements to the Subleased Premises, or security required to be given by Subtenant under the Sublease; Tenant and Subtenant jointly and severally agree to indemnify, protect, defend and hold harmless Landlord from all claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) that Landlord may incur as a result of any claim to pay any person any commission, finder’s fee or other charge in connection with the Sublease; (j) to the extent that any provisions of the Sublease are contrary to the provisions of the Lease, such Sublease provisions are deemed revoked as to Landlord, and Tenant and Subtenant shall fully perform all provisions of the Lease; without limiting the generality of the foregoing, and notwithstanding anything to the contrary contained in the Sublease: (i) nothing in the Sublease shall expand the liability or obligations of Landlord, whether to Tenant, Subtenant or any other party, and Landlord withholds consent to anything in the Sublease that does expand or purports to expand the liability or obligations of Landlord; and (ii) Subtenant shall have no right to expand or relocate the Subleased Premises beyond the Premises, to extend or renew the term of the Sublease beyond the initial term of the Lease or to exercise any option to terminate, right of first offer or right of first refusal, regardless of whether Tenant may have any such right under the Lease, and Subtenant shall have no right to exercise Tenant’s rights thereunder; Subtenant’s sole remedy for any alleged or actual breach of its rights in connection with the Subleased Premises shall be solely and exclusively against Tenantyear; and (kvi) pursuant and subject not later than thirty (30) days prior to Paragraph 10.3 the proposed commencement of the Leasesuch sublease, concurrently Landlord shall have received information reasonably sufficient to determine compliance with the execution and delivery of this Agreementforegoing conditions. Moreover, notwithstanding such sublease, Tenant shall pay to Landlord in all of Landlord’s reasonable cases remain fully and customary attorneys’ fees and costs incurred in connection with the Sublease and this Agreementprimarily liable hereunder.

Consent to Sublease. Landlord consents to the subleasing by Tenant to Subtenant of the Subleased Premises; provided, however, that: (a) such Notwithstanding the prohibition set forth in Section 6.1(a), Landlord shall not unreasonably withhold, condition or delay its consent does notto one or more sublettings requested by Tenant, provided further that: (i) relieve, release or discharge Tenant The business of any obligation to be paid or performed by Tenant under the Lease, including, without limitation, the payment of rent each proposed subtenant and other amounts when due under the Lease, whether occurring before or after such consent or the date its use of the SubleasePremises shall be consistent with the Permitted Uses, and Tenant will not be released from any liability under the Lease because of Landlord’s failure to give notice of default by Subtenant under or with respect to any financial condition and standing of the provisions of the Lease, but rather Tenant and, with respect to the Subleased Premises (except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), Subtenant proposed subtenant shall be jointly and severally primarily liable for such payment and performance;reasonably acceptable to Landlord. (ii) constitute The form of the proposed sublease, as well as the Landlord’s consent by thereto, shall be reasonably satisfactory to Landlord toand its counsel and shall comply with the applicable provisions of this Article 6; (iii) not later than fifteen (15) days prior to the proposed commencement of such sublease, approval Landlord shall have received information reasonably sufficient to determine compliance with the foregoing conditions. (iv) Tenant shall in all cases remain fully and primarily liable hereunder. If Tenant requests Landlord’s consent to a sublease then, at the time of such request, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed sublease, copies of the proposed documentation, and the following information about the proposed sublessee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed sublessee’s creditworthiness and character. (b) It shall not be unreasonable for Landlord to withhold its consent to any proposed sublease if (i) at the time of such request, Tenant is in default under this Lease, (ii) the proposed sublessee is a tenant in the Building or ratification by Landlord ofan affiliate of such a tenant, or agreement by a party that Landlord withhas identified as a prospective tenant for the Building, any particular provision (iii) the financial responsibility, nature of business, and character of the Sublease proposed transferee are not all reasonably satisfactory to Landlord, (iv) in the reasonable judgment of Landlord the purpose for which the transferee intends to use the Premises (or a representation portion thereof) is not in keeping with Landlord’s standards for the Building or warranty would impose a burden on the parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant (or, in the case of retail space, is for a use that Landlord determines in its sole discretion is inconsistent with respect Landlord’s desired retail mix), (v) the proposed sublessee is a government entity or quasi governmental entity or agency, and/or (vi) the proposed sublease would cause Landlord to the Subleasebe in violation of any of its obligations under another lease or agreement to which Landlord is a party. In no event shall any sublease cover fewer than 1,000 square feet of space or have a fixed term of less than two (2) years. The foregoing shall not exclude any other reasonable basis for Landlord to withhold its consent. Landlord shall have no liability for damages to Tenant or to any proposed sublessee, and Landlord Tenant shall not be permitted to terminate this Lease, if it is adjudicated that Landlord’s consent has been unreasonably withheld and such unreasonable withholding of consent constitutes a breach of this Lease or other duty to Tenant, the proposed sublessee or any other person on the part of Landlord. In such event, Tenant’s sole remedy shall be to have the proposed sublease declared valid as if Landlord’s consent had been given. Tenant shall not in any respect case advertise or list any subleasing availability at a rental rate that is less than the then prevailing rental rate for any purpose be bound or estopped by the Sublease; or (iii) constitute a consent to any change, alteration, addition, improvement or repair to the Subleased Premises, including the installation of signage, which must be separately obtained from Landlord by Tenant in accordance with Paragraphs 9.2 or 19.2 (as the case may be) of the Lease; (b) Subtenant may not further sublease the Subleased Premises, allow the Subleased Premises to be used by others or assign, transfer, mortgage, encumber, pledge or hypothecate the Sublease or Subtenant’s interest other space in the Sublease, in whole or in part, without the prior written consent of Landlord in each instance, which consent may be withheld in accordance with the provisions of the Lease relating to assignment and subleasing of the Lease; this consent is not, and shall not be deemed or construed as, a consent to any future or other sublease, assignment or transfer, or a consent to a sublease term beyond the term of the Lease, or a renewal or extension of the Lease or the Sublease; (c) such consent shall not be deemed or construed to be an assignment or partial assignment of the Lease, or, except to the extent expressly provided by this Agreement, if at all, to create any privity of contract between Landlord and Subtenant with respect to the Lease; (d) such consent shall not be deemed or construed to modify, amend, waive or affect any term, condition or other provision of the Lease, waive any breach of the Lease or any of the rights or remedies of Landlord, enlarge or increase Landlord’s obligations or Tenant’s rights under the Lease, grant to Subtenant rights that are greater than those granted to Tenant under the Lease, or waive or affect Tenant’s obligations under the Lease, which shall continue to apply to the Premises and the occupants of the Premises as if the Sublease had not been made, with the Sublease remaining in all respects subject and subordinate to the Lease, as the same may be amended; if any conflict exists between the Lease or this Agreement and the Sublease (except, as to Subtenant, as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), Building then the Lease or this Agreement, as applicable, shall control and prevail; (e) notwithstanding any provision of the Sublease to the contrary, Subtenant shall have no right to enforce any of Tenant’s rights under the Lease directly against Landlord, all of such rights being personal to Tenant; (f) Tenant and Subtenant shall not amend the Sublease in any respect without the prior written approval of Landlord, and in no event shall any such amendment, whether or not approved quoted by Landlord, affect or modify or be deemed to affect or modify the Lease in any respect; (g) for the benefit of Landlord, Subtenant agrees that Subtenant will be fully and completely bound by each and every term of the Lease relating to Subtenant’s occupancy and use of the Subleased Premises, and, except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable, Subtenant expressly assumes and agrees to perform and comply with every obligation of Tenant under the Lease as to the Subleased Premises, as if Subtenant was the tenant under the Lease with respect to the Subleased Premises, including, without limitation, Tenant’s obligation to indemnify Landlord in accordance with Paragraph 11.1 of the Lease and deliver financial statements in accordance with Paragraph 18.2 of the Lease; Subtenant acknowledges that Subtenant has examined and is familiar with all of the provisions of the Lease; (h) Tenant shall be liable to Landlord for any default under the Lease, whether such default is caused by either or both Tenant and Subtenant or anyone claiming by, through or under either Tenant or Subtenant; subject to the notice and cure provisions given to Tenant and set forth in Paragraph 16.1 of the Lease, Landlord may proceed directly against Tenant without first exhausting Landlord’s remedies against Subtenant, Landlord may proceed directly against Subtenant without first exhausting Landlord’s remedies against Tenant, or Landlord may proceed directly against Tenant and Subtenant simultaneously; therefore, such consent shall not be deemed to restrict or diminish any right that Landlord may have against Tenant or Subtenant pursuant to the Lease, or at law or in equity for violation of the Lease or otherwise, including, without limitation, the right to enjoin or otherwise restrain any violation of the Lease by Subtenant, and Landlord may at any time enforce the Lease against either or both Tenant and Subtenant; any breach of the Lease by either Tenant or Subtenant will entitle Landlord to avail itself of any remedy set forth in the Lease in the event of such breach, as well as any other remedy available at law to Landlord; (i) notwithstanding anything to the contrary contained in this Agreement, Landlord shall not be liable at any time for any cost or obligation of any kind arising in connection with the Sublease, including, without limitation, any failure of Tenant or Subtenant to perform any of their respective obligations under the Sublease, brokerage commissions or other charges or expenses, improvements to the Subleased Premises, or security required to be given by Subtenant under the Sublease; Tenant and Subtenant jointly and severally agree to indemnify, protect, defend and hold harmless Landlord from all claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) that Landlord may incur as a result of any claim to pay any person any commission, finder’s fee or other charge in connection with the Sublease; (j) to the extent that any provisions of the Sublease are contrary to the provisions of the Lease, such Sublease provisions are deemed revoked as to Landlord, and Tenant and Subtenant shall fully perform all provisions of the Lease; without limiting the generality of the foregoing, and notwithstanding anything to the contrary contained in the Sublease: (i) nothing in the Sublease shall expand the liability or obligations of Landlord, whether to Tenant, Subtenant or any other party, and Landlord withholds consent to anything in the Sublease that does expand or purports to expand the liability or obligations of Landlord; and (ii) Subtenant shall have no right to expand or relocate the Subleased Premises beyond the Premises, to extend or renew the term of the Sublease beyond the initial term of the Lease or to exercise any option to terminate, right of first offer or right of first refusal, regardless of whether Tenant may have any such right under the Lease, and Subtenant shall have no right to exercise Tenant’s rights thereunder; Subtenant’s sole remedy for any alleged or actual breach of its rights in connection with the Subleased Premises shall be solely and exclusively against Tenant; and (k) pursuant and subject to Paragraph 10.3 of the Lease, concurrently with the execution and delivery of this Agreement, Tenant shall pay to Landlord all of Landlord’s reasonable and customary attorneys’ fees and costs incurred in connection with the Sublease and this Agreement.

Consent to Sublease. Landlord Lessor under the Master Lease hereby consents to the subleasing by Tenant foregoing Sublease, including, but not limited to, Section 9 (granting rights of assignment and subletting), Section 18 (granting rights of first opportunity), 19 (granting an option to Subtenant extend), 20 (granting options to extend), and 21 (granting options to expand), without waiver of any restriction in the Master Lease concerning further assignment or subletting. Lessor certifies, as of the Subleased Premises; provideddate of Lessor’s execution hereof, however, that: (a) such consent does not: that (i) relieve, release or discharge Tenant of any obligation to be paid or performed by Tenant under the Lease, including, without limitation, the Sublessor is not in default in payment of rent and other amounts when due or triple-net charges under the Master Lease, whether occurring before or after such consent or and (ii) to the date knowledge of the Subleaseperson executing this Consent on Lessor’s behalf, and Tenant will without investigation or inquiry, Sublessor is not be released from any liability under the Lease because in default or breach of Landlord’s failure to give notice of default by Subtenant under or with respect to any of the other provisions of the Master Lease, but rather Tenant and, with respect to and the Subleased Premises (Master Lease has not been amended or modified except as expressly set forth in the Sublease with respect foregoing Sublease. This Consent shall apply only to the amount of rent or security deposit payable), Subtenant shall be jointly and severally primarily liable for such payment and performance; (ii) constitute consent by Landlord to, approval or ratification by Landlord of, or agreement by Landlord with, any particular provision of the Sublease or a representation or warranty by Landlord with respect to the Sublease, and Landlord shall not in any respect or for any purpose be bound or estopped by the Sublease; or (iii) constitute a consent to any change, alteration, addition, improvement or repair to the Subleased Premises, including the installation of signage, which must be separately obtained from Landlord by Tenant in accordance with Paragraphs 9.2 or 19.2 (as the case may be) of the Lease; (b) Subtenant may not further sublease the Subleased Premises, allow the Subleased Premises to be used by others or assign, transfer, mortgage, encumber, pledge or hypothecate the Sublease or Subtenant’s interest in the Sublease, in whole or in part, without the prior written consent of Landlord in each instance, which consent may be withheld in accordance with the provisions of the Lease relating to assignment and subleasing of the Lease; this consent is not, and shall not be deemed or construed as, to be a consent to any future or other sublease, assignment or transfer, sublease nor shall this consent constitute a waiver of any restriction in the Master Lease concerning further subletting or a assignment by Sublessor or by Sublessee. Lessor’s consent to a sublease term beyond is issued on the term of understanding that nothing contained in the Lease, or a renewal or extension of the Lease or the Sublease; (c) such consent Sublease shall not be deemed or construed to be an assignment or partial assignment of the Lease, or, except to the extent expressly provided by this Agreement, if at all, to create any privity of contract between Landlord and Subtenant with respect to the Lease; (d) such consent shall not be deemed or construed to modify, amend, waive expand or affect any term, condition or other provision of the Lease, waive any breach of the Lease or any of the rights or remedies of Landlord, enlarge or increase Landlord’s obligations or Tenant’s rights under the Lease, grant to Subtenant rights that are greater than those granted to Tenant under the Lease, or waive or affect TenantLessor’s obligations under the LeaseMaster Lease nor release Sublessor from any obligations thereunder. Unless and until the provisions of Sections 4 or 5 of this Consent become effective, nothing in this Agreement or the Sublease shall be deemed to create a landlord/tenant relationship between Lessor and Sublessee or obligate Lessor to perform any obligations under the Master Lease for the benefit of Sublessee. Sublessor and Sublessee shall not amend, modify or terminate the Sublease without Lessor’s prior written consent, which shall continue to apply to not be unreasonably withheld. Notwithstanding the Premises immediately preceding three sentences, Sublessee shall have, and the occupants of the Premises as if the Sublease had not been made, with the Sublease remaining in all respects subject and subordinate to the Lease, as the same may be amended; if any conflict exists between the Lease or this Agreement and the Sublease (except, as to Subtenant, as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), then the Lease or this Agreement, as applicable, shall control and prevail; (e) notwithstanding any provision exercise its right under Section 9 of the Sublease to the contrary, Subtenant shall have no right to enforce any of Tenant’s rights under the Lease directly against Landlord, all of such rights being personal to Tenant; (f) Tenant and Subtenant shall not amend assign the Sublease in any respect without the prior written approval of Landlord, and in no event shall any such amendment, whether or not approved by Landlord, affect sublet part or modify or be deemed to affect or modify the Lease in any respect; (g) for the benefit of Landlord, Subtenant agrees that Subtenant will be fully and completely bound by each and every term of the Lease relating to Subtenant’s occupancy and use of the Subleased Premises, and, except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable, Subtenant expressly assumes and agrees to perform and comply with every obligation of Tenant under the Lease as to the Subleased Premises, as if Subtenant was the tenant under the Lease with respect to the Subleased Premises, including, without limitation, Tenant’s obligation to indemnify Landlord in accordance with Paragraph 11.1 of the Lease and deliver financial statements in accordance with Paragraph 18.2 of the Lease; Subtenant acknowledges that Subtenant has examined and is familiar with all of the provisions Premises to a Permitted Transferee without either Lessor’s consent or Sublessor’s consent. No amendment or modification of the Lease; (h) Tenant Sublease shall be liable binding on Lessor unless Lessor has consented to Landlord for such amendment or modification in writing. Whether or not Sublessor and Sublessee seek Lessor’s consent to any default under the Lease, whether such default is caused by either amendment or both Tenant and Subtenant or anyone claiming by, through or under either Tenant or Subtenant; subject to the notice and cure provisions given to Tenant and set forth in Paragraph 16.1 modification of the Lease, Landlord may proceed directly against Tenant without first exhausting Landlord’s remedies against Subtenant, Landlord may proceed directly against Subtenant without first exhausting Landlord’s remedies against Tenant, or Landlord may proceed directly against Tenant and Subtenant simultaneously; therefore, such consent shall not be deemed to restrict or diminish any right that Landlord may have against Tenant or Subtenant pursuant to the Lease, or at law or in equity for violation of the Lease or otherwise, including, without limitation, the right to enjoin or otherwise restrain any violation of the Lease by Subtenant, and Landlord may at any time enforce the Lease against either or both Tenant and Subtenant; any breach of the Lease by either Tenant or Subtenant will entitle Landlord to avail itself of any remedy set forth in the Lease in the event of such breach, as well as any other remedy available at law to Landlord; (i) notwithstanding anything to the contrary contained in this Agreement, Landlord shall not be liable at any time for any cost or obligation of any kind arising in connection with the Sublease, including, without limitation, Sublessor and Sublessee shall give notice to Lessor of any failure amendment or modification of Tenant or Subtenant to perform any of their respective obligations under the Sublease, brokerage commissions or other charges or expenses, improvements to . Sublessor and Sublessee acknowledge that the Subleased Premises, or security required to be given by Subtenant under the Sublease; Tenant and Subtenant jointly and severally agree to indemnify, protect, defend and hold harmless Landlord from all claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) that Landlord may incur as a result of any claim to pay any person any commission, finder’s fee or other charge in connection with the Sublease; (j) to the extent that any provisions of the Sublease foregoing conditions are contrary to the provisions of the Lease, such Sublease provisions are deemed revoked as to Landlord, and Tenant and Subtenant shall fully perform all provisions of the Lease; without limiting the generality of the foregoing, and notwithstanding anything to the contrary contained in the Sublease: (i) nothing in the Sublease shall expand the liability or obligations of Landlord, whether to Tenant, Subtenant or any other party, and Landlord withholds consent to anything in the Sublease that does expand or purports to expand the liability or obligations of Landlord; and (ii) Subtenant shall have no right to expand or relocate the Subleased Premises beyond the Premises, to extend or renew the term of the Sublease beyond the initial term of the Lease or to exercise any option to terminate, right of first offer or right of first refusal, regardless of whether Tenant may have any such right under the Lease, and Subtenant shall have no right to exercise Tenant’s rights thereunder; Subtenant’s sole remedy for any alleged or actual breach of its rights in connection with the Subleased Premises shall be solely and exclusively against Tenant; and (k) pursuant and subject to Paragraph 10.3 of the Lease, concurrently with the execution and delivery of this Agreement, Tenant shall pay to Landlord all of Landlord’s reasonable and customary attorneys’ fees and costs incurred in connection with the Sublease and this Agreementreasonable.

Consent to Sublease. 1. Master Landlord hereby consents to the subleasing by Tenant Sublease subject to Subtenant of and upon the Subleased Premises; provided, however, that:following terms and conditions. (a) such consent does not: (i) relieve, release or discharge Tenant of any obligation to be paid or performed by Tenant under the Lease, including, without limitation, the payment of rent and other amounts when due under the Lease, whether occurring before or after such consent or the date of the Sublease, and Tenant will not be released from any liability under the Lease because of Landlord’s failure to give notice of default by Subtenant under or with respect to any of the provisions of the Lease, but rather Tenant and, with respect to the Subleased Premises (except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), Subtenant shall be jointly and severally primarily liable for such payment and performance; (ii) constitute consent by Landlord to, approval or ratification by Landlord of, or agreement by Landlord with, any particular provision of the Sublease or a representation or warranty by Landlord with respect to the Sublease, and Landlord shall not in any respect or for any purpose be bound or estopped by the Sublease; or (iii) constitute a consent to any change, alteration, addition, improvement or repair to the Subleased Premises, including the installation of signage, which must be separately obtained from Landlord by Tenant in accordance with Paragraphs 9.2 or 19.2 (as the case may be) of the Lease; (b) Subtenant may not further sublease the Subleased Premises, allow the Subleased Premises to be used by others or assign, transfer, mortgage, encumber, pledge or hypothecate the Sublease or Subtenant’s interest in the Sublease, in whole or in part, without the prior written consent of Landlord in each instance, which consent may be withheld in accordance with the provisions of the Lease relating to assignment and subleasing of the Lease; this consent is not, and shall not be deemed or construed as, a consent to any future or other sublease, assignment or transfer, or a consent to a sublease term beyond the term of the Lease, or a renewal or extension of the Lease or the Sublease; (c) such consent shall not be deemed or construed to be an assignment or partial assignment of the Lease, or, except to the extent expressly provided by this Agreement, if at all, to create any privity of contract between Landlord and Subtenant with respect to the Lease; (d) such consent shall not be deemed or construed to modify, amend, waive or affect any term, condition or other provision of the Lease, waive any breach of the Lease or any of the rights or remedies of Landlord, enlarge or increase Landlord’s obligations or Tenant’s rights under the Lease, grant to Subtenant rights that are greater than those granted to Tenant under the Lease, or waive or affect Tenant’s obligations under the Lease, which shall continue to apply to the Premises and the occupants of the Premises as if the Sublease had not been made, with the Sublease remaining in all respects subject and subordinate to the Lease, as the same may be amended; if any conflict exists between the Lease or this Agreement and the Sublease (except, as to Subtenant, as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), then the Lease or this Agreement, as applicable, shall control and prevail; (e) notwithstanding 2. Notwithstanding any provision of the Sublease to the contrary, Subtenant shall have no right to enforce any of Tenant’s rights under the Lease directly against Landlord, all of such rights being personal to Tenant; (f) Tenant and Subtenant shall not amend the Sublease in any respect without the prior written approval of Landlord, and in no event shall any such amendment, whether or not approved by Landlord, affect or modify or be deemed to affect or modify the Lease in any respect; (g) for the benefit of Landlord, Subtenant agrees that Subtenant will be fully and completely bound by each and every term of the Lease relating to Subtenant’s occupancy and use of the Subleased Premises, and, except as unless expressly set forth herein, nothing contained in this Agreement or the Sublease with respect shall: (a) operate as a consent to the amount or approval of rent or security deposit payable, Subtenant expressly assumes and agrees to perform and comply with every obligation ratification by Master Landlord of Tenant under the Lease as to the Subleased Premises, as if Subtenant was the tenant under the Lease with respect to the Subleased Premises, including, without limitation, Tenant’s obligation to indemnify Landlord in accordance with Paragraph 11.1 any specific provisions of the Lease and deliver financial statements Sublease or as a representation or warranty by Master Landlord, or cause Master Landlord to be estopped or bound in accordance with Paragraph 18.2 of the Lease; Subtenant acknowledges that Subtenant has examined and is familiar with all any way by any of the provisions of the Lease; (h) Tenant shall be liable to Sublease. Master Landlord for any default under has not reviewed and approved the Lease, whether such default is caused by either or both Tenant and Subtenant or anyone claiming by, through or under either Tenant or Subtenant; subject to the notice and cure provisions given to Tenant and set forth in Paragraph 16.1 specific terms of the Lease, Landlord may proceed directly against Tenant without first exhausting Landlord’s remedies against Sublease nor any other agreement between Sublandlord and Subtenant, and Master Landlord may proceed directly against Subtenant without first exhausting Landlord’s remedies against Tenant, or Landlord may proceed directly against Tenant and Subtenant simultaneously; therefore, such consent shall not be deemed bound by any agreement other than the terms of the Master Lease between Master Landlord and Sublandlord and this Consent; or (b) be construed to restrict modify, waive or diminish affect (i) any right that Landlord may have against Tenant of the provisions, covenants or Subtenant pursuant to conditions in the Master Lease, (ii) any of Sublandlords obligations under the Master Lease, or at law (iii) any rights or in equity for violation remedies of Master Landlord under the Master Lease or Consent to Sublease June 9, 2004 otherwise; or to enlarge or increase Master Landlords obligations or Sublandlords rights under the Master Lease or otherwise, including, without limitation, the right ; or (c) be deemed to enjoin or otherwise restrain any violation make Subtenant a third party beneficiary of the Lease provisions of the Master Lease, or create or permit any direct right of action by Subtenant, and Subtenant against Master Landlord may at any time enforce the Lease against either or both Tenant and Subtenant; any for breach of the Lease covenant of quiet enjoyment or any other covenant of Master Landlord under the Master Lease; or (d) be construed to waive any past, present or future breach or default on the part of Sublandlord under the Master Lease; or (e) be construed to provide any warranties or representations by either Tenant or Subtenant will entitle Master Landlord as to avail itself the condition of any remedy part of the Master Premises, the Sublet Premises, or the terms of the Master Lease. 3. The Sublease shall be subject and subordinate at all times to the Master Lease and to all of its provisions, covenants and conditions. In case of any conflict between the provisions of the Master Lease and the provisions of the Sublease, the provisions of the Master Lease shall prevail unaffected by the Sublease as between Master Landlord and Sublandlord and as between Master Landlord and Subtenant. 4. Neither the Sublease nor this Consent thereto shall release or discharge the Sublandlord from any liability under the Master Lease. Sublandlord shall remain liable and responsible for the full performance and observance of all the provisions, covenants and conditions set forth in the Master Lease to be performed and observed by Sublandlord. Any breach or violation of any provision of the Master Lease by Subtenant shall constitute a default by Sublandlord in fulfilling such provision and Master Landlord can pursue any right contained in the Master Lease or under applicable law, including without limitation the termination of the Master Lease. 5. This consent by Master Landlord shall not be construed as a consent by Master Landlord to any further subletting by Sublandlord or Subtenant or to any assignment by Sublandlord of the Master Lease or assignment by Subtenant of the Sublease, whether or not the Sublease purports to permit the same. Subtenant shall be permitted to sublease the Sublet Premises and assign the Sublease subject to the same consent requirements and standards as are applicable to Sublandlord under the Master Lease. This Consent shall not be construed as a consent by Master Landlord to any modification, amendment, extension or renewal of the Sublease. Sublandlord and Subtenant acknowledge and agree that the attempted exercise of any option to extend the term of the Sublease or to expand the Sublet Premises by the Subtenant shall, for purposes of the Master Lease and this Agreement, constitute a further subletting subject to the provisions of this paragraph 5. 6. Concurrently with the execution and delivery of a copy of this Consent to Master Landlord (and prior to Master Landlord being required to execute this Consent) and in the event of any further assignment or subletting of the Sublet Premises by Sublandlord or Subtenant, Sublandlord shall deliver to Master Landlord itemized calculations of the Sublease rent and the Consent to Sublease page - 2 June 9, 2004 Master Lease rent, specifying what excess rents are to be due to Master Landlord, if any, pursuant to the profit sharing provisions of the Master Lease. Such document shall be executed by Sublandlord and Subtenant and any further subtenant. All excess rent due Master Landlord, if any, shall be due and payable on or before the first of each month. In addition, without limiting any other provision of this Agreement, subject to the provisions of this Section A 6, if Sublandlord or any further subtenant is paid a lump sum fee by Subtenant or any further subtenant in any way relating to the Sublease and any further sublease, whether designated as Rent, Additional Rent, or any other designation, Sublandlord and Subtenant acknowledge and agree that Master Landlord shall be paid the applicable profit sharing percentage (as such breachpercentage is set forth in the Master Lease based on a sublease or assignment by the tenant thereunder) of such payment based on the positive difference, if any, between such lump sum fee, less all rent paid by the landlord who received such payment to such landlords landlord under their applicable sublease or lease as the case may be, for the month in which such lump sum fee was paid. As an example, if Subtenant further subleases the Premises and Subtenants subtenant pays to Subtenant, for any given month, $1,000 more than Subtenant owes under the Sublease, and assuming the Master Lease provides for a fifty percent (50%) profit sharing as to a sublease by the tenant thereunder, fifty percent (50%) of such $1,000 (or $500) shall be paid by Subtenant directly to Master Landlord, regardless of any provision in the Sublease or sub-sublease to the contrary, and Sublandlord shall have no right or claim against Subtenant or Master Landlord for any such payment made to Master Landlord. Such profit sharing shall apply to each sublease or assignee (as well as Sublandlord) and payment by any given subtenant or assignee shall not limit any profit sharing owed by any other remedy available at law subtenant or assignee (or Sublandlord) to Master Landlord; (i) notwithstanding anything . For the purpose of calculating excess rent with respect to any lump sum payment for a complete or partial termination of the contrary contained Sublease, reduction in this Agreementthe term of the Sublease, Landlord shall not be liable at any time for any cost or obligation of any kind arising other settlement in connection with the Sublease, includingsuch payment shall be treated as if it were amortized on a monthly basis over the period commencing on the effective date of such complete or partial termination of the Sublease, reduction in the term of the Sublease (in which case the effective date shall be the expiration or earlier termination of the Sublease), or other settlement in connection with the Sublease and continuing through May 16,2010. Such monthly amortized amount shall then be added to any other rentals Sublandlord shall receive then or at any time in the future from Subtenant or another subtenant or occupant in connection with the Sublet Premises (or the applicable portion of the Sublet Premises in the event of a partial termination) and excess rent shall be determined based on such combined amount. For the purpose of this calculation, if Sublandlord at any time following the date of the Sublease occupies a portion of the Sublet Premises, Sublandlord shall be deemed to have received rentals for such portion and during such period of occupancy in the amount of the rentals paid by Sublandlord under the Master Lease for such portion and for such period of time. 7. In consideration of Master Landlords consent to the Sublease, Sublandlord irrevocably assigns to Master Landlord, as security for Sublandlords obligations under Master Lease, all rent and income payable to Sublandlord under the Sublease. Therefore, Master Landlord may collect all payments due under the Sublease and apply such payments towards Sublandlords obligations under the Master Lease; provided, however, so long as Sublandlord is not in default under the Master Lease beyond applicable notice and cure periods, Sublandlord shall be entitled to collect all such payments directly from Subtenant. In the event a default by Sublandlord under the Master Lease, beyond applicable notice and cure periods, has occurred and is continuing, Sublandlord and Subtenant agree that Subtenant shall pay to Master Landlord Consent to Sublease page - 3 June 9, 2004 all rent and income payable to Sublandlord under the Sublease upon written demand without limitationfurther consent of Sublandlord and Subtenant being required; provided, however, that until demand by Master Landlord, Sublandlord shall have the right to collect such payments. Sublandlord hereby irrevocably authorizes and directs Subtenant upon receipt of such written demand from Master Landlord to pay to Master Landlord the payments due and to become due under the Sublease. Sublandlord agrees that Subtenant shall have the right to rely on any failure of Tenant such statement and request from Master Landlord, and that Subtenant shall pay such rents to Master Landlord without any obligation or right to inquire as to whether any default exists and notwithstanding any notice or claim from Sublandlord to the contrary. Sublandlord shall have no right or claim against Subtenant for any such payments so paid by Subtenant to perform Master Landlord. It is further agreed among the parties hereto that neither Sublandlords assignment of such rent and income, nor Master Landlords acceptance of any payment of their respective obligations rental or other sum due by Subtenant to Sublandlord under the Sublease, brokerage commissions whether payable directly to Master Landlord or other charges or expensesendorsed to Master Landlord by Sublandlord, improvements shall in any way nor in any event be construed as creating a direct contractual relationship between Master Landlord and Subtenant, unless the parties expressly so agree in writing and such acceptance shall be deemed to be an accommodation by Master Landlord to and for the convenience of Sublandlord and Subtenant. Any direct contractual agreement between Master Landlord and Subtenant must be in writing. 8. In addition to complying with Sublandlords obligations under the Master Lease to maintain insurance, Subtenant shall add and maintain Master Landlord as an additional insured under its insurance policies which insurance policies shall conform to the Subleased Premises, or security insurance required to be given by Subtenant Sublandlord under the Sublease; Tenant and Subtenant jointly and severally agree to indemnify, protect, defend and hold harmless Landlord from all claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) that Landlord may incur as a result of any claim to pay any person any commission, finder’s fee or other charge in connection with the Sublease;Master Lease. (j) to the extent that any provisions of the Sublease are contrary to the provisions of the Lease, such Sublease provisions are deemed revoked as to Landlord, and Tenant 9. Both Sublandlord and Subtenant shall fully perform be and shall continue to be liable for the payment of (a) all provisions bills rendered by Master Landlord for charges incurred by or imposed upon Subtenant for services and materials supplied to the Sublet Premises beyond that which is required by the terms of the Master Lease; without limiting the generality , and (b) any additional costs incurred by Master Landlord for maintenance and repair of the foregoingSublet Premises beyond that required by the terms of the Master Lease as the result of Subtenant occupying the Sublet Premises (including, and notwithstanding but not limited to, any excess costs to Master Landlord of services furnished to or for the Sublet Premises). 10. Notwithstanding anything to the contrary contained in the Sublease: (i) nothing , all requests for any service to be supplied by Master Landlord to the Sublet Premises, all requests to make improvements or alterations to the Sublet Premises, all requests to further sublet the Sublet Premises or assign the Sublease, and all other requests for Master Landlords consent or approval must be made by Sublandlord on behalf of Subtenant. 11. Except as expressly set forth herein to the contrary, Sublandlord and Subtenant understand and acknowledge that Master Landlords consent herein is not a consent to any improvement or alteration work to be performed in the Sublease shall expand Sublet Premises (including without limitation any improvement work contemplated in the liability or obligations of LandlordSublease), whether to Tenant, Subtenant or any other partythat Master Landlords consent for such work must be separately sought, and Landlord withholds consent that any such work shall be subject to anything in all the Sublease that does expand or purports to expand the liability or obligations of Landlord; and (ii) Subtenant shall have no right to expand or relocate the Subleased Premises beyond the Premises, to extend or renew the term provisions of the Master Lease with respect thereto. Consent to Sublease beyond the initial term of the Lease or to exercise any option to terminatepage - 4 June 9, right of first offer or right of first refusal, regardless of whether Tenant may have any such right under the Lease, 2004 12. Sublandlord and Subtenant shall have no right to exercise Tenant’s rights thereunder; Subtenant’s sole remedy for any alleged or actual breach of its rights in connection with the Subleased Premises shall be solely and exclusively against Tenant; and (k) pursuant fully responsible for all costs and subject expenses to Paragraph 10.3 of the Leaseproperly, concurrently and in accordance with the execution Master Lease and delivery applicable laws, demise the Sublet Premises from the Premises, including, without limitation, the division of this Agreementall electrical (and other utilities), Tenant shall pay the HVAC (and other building service facilities), and alterations to Landlord comply with all of Landlord’s reasonable and customary attorneys’ fees and costs incurred in connection with the Sublease and this Agreementlaws, including, without limitation, fire exiting requirements.

Consent to Sublease. Landlord consents to the subleasing by Tenant to Subtenant of the Subleased Premises; provided, however, that: (a) such Notwithstanding the prohibition set forth in Section 6.1(a), Landlord shall not unreasonably withhold, condition or delay its consent does notto one or more sublettings requested by Xxxxxx, provided further that: (i) relieve, release or discharge Tenant The business of any obligation to be paid or performed by Tenant under the Lease, including, without limitation, the payment of rent each proposed subtenant and other amounts when due under the Lease, whether occurring before or after such consent or the date its use of the SubleasePremises shall be consistent with the Permitted Uses, and Tenant will not be released from any liability under the Lease because of Landlord’s failure to give notice of default by Subtenant under or with respect to any financial condition and standing of the provisions of the Lease, but rather Tenant and, with respect to the Subleased Premises (except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), Subtenant proposed subtenant shall be jointly and severally primarily liable for such payment and performance;reasonably acceptable to Landlord. (ii) constitute The form of the proposed sublease, as well as the Landlord’s consent by thereto, shall be reasonably satisfactory to Landlord toand its counsel and shall comply with the applicable provisions of this Article 6; (iii) not later than fifteen (15) days prior to the proposed commencement of such sublease, approval Landlord shall have received information reasonably sufficient to determine compliance with the foregoing conditions. (iv) Tenant shall in all cases remain fully and primarily liable hereunder. If Tenant requests Xxxxxxxx’s consent to a sublease then, at the time of such request, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed sublease, copies of the proposed documentation, and the following information about the proposed sublessee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed sublessee’s creditworthiness and character. (b) It shall not be unreasonable for Landlord to withhold its consent to any proposed sublease if (i) at the time of such request, Tenant is in default under this Lease, (ii) the proposed sublessee is a tenant in the Building or ratification by Landlord ofan affiliate of such a tenant, or agreement by a party that Landlord withhas identified as a prospective tenant for the Building, any particular provision (iii) the financial responsibility, nature of business, and character of the Sublease proposed transferee are not all reasonably satisfactory to Landlord, (iv) in the reasonable judgment of Landlord the purpose for which the transferee intends to use the Premises (or a representation portion thereof) is not in keeping with Landlord’s standards for the Building or warranty would impose a burden on the parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant (or, in the case of retail space, is for a use that Landlord determines in its sole discretion is inconsistent with respect Landlord’s desired retail mix), (v) the proposed sublessee is a government entity or quasi governmental entity or agency, and/or (vi) the proposed sublease would cause Landlord to the Subleasebe in violation of any of its obligations under another lease or agreement to which Landlord is a party. In no event shall any sublease cover fewer than 1,000 square feet of space or have a fixed term of less than two (2) years. The foregoing shall not exclude any other reasonable basis for Landlord to withhold its consent. Landlord shall have no liability for damages to Tenant or to any proposed sublessee, and Landlord Tenant shall not be permitted to terminate this Lease, if it is adjudicated that Landlord’s consent has been unreasonably withheld and such unreasonable withholding of consent constitutes a breach of this Lease or other duty to Tenant, the proposed sublessee or any other person on the part of Landlord. In such event, Xxxxxx’s sole remedy shall be to have the proposed sublease declared valid as if Xxxxxxxx’s consent had been given. Tenant shall not in any respect case advertise or list any subleasing availability at a rental rate that is less than the then prevailing rental rate for any purpose be bound or estopped by the Sublease; or (iii) constitute a consent to any change, alteration, addition, improvement or repair to the Subleased Premises, including the installation of signage, which must be separately obtained from Landlord by Tenant in accordance with Paragraphs 9.2 or 19.2 (as the case may be) of the Lease; (b) Subtenant may not further sublease the Subleased Premises, allow the Subleased Premises to be used by others or assign, transfer, mortgage, encumber, pledge or hypothecate the Sublease or Subtenant’s interest other space in the Sublease, in whole or in part, without the prior written consent of Landlord in each instance, which consent may be withheld in accordance with the provisions of the Lease relating to assignment and subleasing of the Lease; this consent is not, and shall not be deemed or construed as, a consent to any future or other sublease, assignment or transfer, or a consent to a sublease term beyond the term of the Lease, or a renewal or extension of the Lease or the Sublease; (c) such consent shall not be deemed or construed to be an assignment or partial assignment of the Lease, or, except to the extent expressly provided by this Agreement, if at all, to create any privity of contract between Landlord and Subtenant with respect to the Lease; (d) such consent shall not be deemed or construed to modify, amend, waive or affect any term, condition or other provision of the Lease, waive any breach of the Lease or any of the rights or remedies of Landlord, enlarge or increase Landlord’s obligations or Tenant’s rights under the Lease, grant to Subtenant rights that are greater than those granted to Tenant under the Lease, or waive or affect Tenant’s obligations under the Lease, which shall continue to apply to the Premises and the occupants of the Premises as if the Sublease had not been made, with the Sublease remaining in all respects subject and subordinate to the Lease, as the same may be amended; if any conflict exists between the Lease or this Agreement and the Sublease (except, as to Subtenant, as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), Building then the Lease or this Agreement, as applicable, shall control and prevail; (e) notwithstanding any provision of the Sublease to the contrary, Subtenant shall have no right to enforce any of Tenant’s rights under the Lease directly against Landlord, all of such rights being personal to Tenant; (f) Tenant and Subtenant shall not amend the Sublease in any respect without the prior written approval of Landlord, and in no event shall any such amendment, whether or not approved quoted by Landlord, affect or modify or be deemed to affect or modify the Lease in any respect; (g) for the benefit of Landlord, Subtenant agrees that Subtenant will be fully and completely bound by each and every term of the Lease relating to Subtenant’s occupancy and use of the Subleased Premises, and, except as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable, Subtenant expressly assumes and agrees to perform and comply with every obligation of Tenant under the Lease as to the Subleased Premises, as if Subtenant was the tenant under the Lease with respect to the Subleased Premises, including, without limitation, Tenant’s obligation to indemnify Landlord in accordance with Paragraph 11.1 of the Lease and deliver financial statements in accordance with Paragraph 18.2 of the Lease; Subtenant acknowledges that Subtenant has examined and is familiar with all of the provisions of the Lease; (h) Tenant shall be liable to Landlord for any default under the Lease, whether such default is caused by either or both Tenant and Subtenant or anyone claiming by, through or under either Tenant or Subtenant; subject to the notice and cure provisions given to Tenant and set forth in Paragraph 16.1 of the Lease, Landlord may proceed directly against Tenant without first exhausting Landlord’s remedies against Subtenant, Landlord may proceed directly against Subtenant without first exhausting Landlord’s remedies against Tenant, or Landlord may proceed directly against Tenant and Subtenant simultaneously; therefore, such consent shall not be deemed to restrict or diminish any right that Landlord may have against Tenant or Subtenant pursuant to the Lease, or at law or in equity for violation of the Lease or otherwise, including, without limitation, the right to enjoin or otherwise restrain any violation of the Lease by Subtenant, and Landlord may at any time enforce the Lease against either or both Tenant and Subtenant; any breach of the Lease by either Tenant or Subtenant will entitle Landlord to avail itself of any remedy set forth in the Lease in the event of such breach, as well as any other remedy available at law to Landlord; (i) notwithstanding anything to the contrary contained in this Agreement, Landlord shall not be liable at any time for any cost or obligation of any kind arising in connection with the Sublease, including, without limitation, any failure of Tenant or Subtenant to perform any of their respective obligations under the Sublease, brokerage commissions or other charges or expenses, improvements to the Subleased Premises, or security required to be given by Subtenant under the Sublease; Tenant and Subtenant jointly and severally agree to indemnify, protect, defend and hold harmless Landlord from all claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) that Landlord may incur as a result of any claim to pay any person any commission, finder’s fee or other charge in connection with the Sublease; (j) to the extent that any provisions of the Sublease are contrary to the provisions of the Lease, such Sublease provisions are deemed revoked as to Landlord, and Tenant and Subtenant shall fully perform all provisions of the Lease; without limiting the generality of the foregoing, and notwithstanding anything to the contrary contained in the Sublease: (i) nothing in the Sublease shall expand the liability or obligations of Landlord, whether to Tenant, Subtenant or any other party, and Landlord withholds consent to anything in the Sublease that does expand or purports to expand the liability or obligations of Landlord; and (ii) Subtenant shall have no right to expand or relocate the Subleased Premises beyond the Premises, to extend or renew the term of the Sublease beyond the initial term of the Lease or to exercise any option to terminate, right of first offer or right of first refusal, regardless of whether Tenant may have any such right under the Lease, and Subtenant shall have no right to exercise Tenant’s rights thereunder; Subtenant’s sole remedy for any alleged or actual breach of its rights in connection with the Subleased Premises shall be solely and exclusively against Tenant; and (k) pursuant and subject to Paragraph 10.3 of the Lease, concurrently with the execution and delivery of this Agreement, Tenant shall pay to Landlord all of Landlord’s reasonable and customary attorneys’ fees and costs incurred in connection with the Sublease and this Agreement.