Assumption of Obligations. This Sublease is and at all times shall be subject and subordinate to the Master Lease and the rights of Master Landlord thereunder. Subtenant shall not commit or permit any of its employees or agents to commit on the Premises any act or omission which shall violate any term or condition of the Master Lease. Subtenant hereby agrees: # to comply with all provisions of the Master Lease which are incorporated hereunder; and # to perform all the obligations on the part of the “Tenant” to be performed under the terms of the Master Lease during the term of this Sublease which are required to be performed by Subtenant hereunder. In the event the Master Lease is terminated for any reason whatsoever, this Sublease shall terminate simultaneously with such termination without any liability of Sublandlord to Subtenant, unless such termination results from a default under the Master Lease by Sublandlord through no fault of Subtenant (or is otherwise a breach of this Sublease by Sublandlord through no fault of Subtenant), except that Sublandlord shall return to Subtenant that portion of any Rent paid in advance by Subtenant, if any, which is applicable to the period following the date of such termination and so much of the Security Deposit as Sublandlord is obligated to return in accordance with the terms of this Sublease. In the event of a conflict between the provisions of the Sublease and the Master Lease, as between Sublandlord and Subtenant, the provisions of this Sublease shall control. In the event of a conflict between the express provisions of this Sublease and the provisions of the Master Lease, as incorporated herein, the express provisions of this Sublease shall control.

Sublandlord’s Obligations . Sublandlord shall perform all of its obligations under the Master Lease not assumed by Subtenant hereunder to the extent required to maintain the Sublease in effect or as required so as not to interfere with Subtenant’s use or occupancy of the Subleased Premises. So long as Subtenant is not in default under this Sublease beyond all applicable notice and cure periods, # Sublandlord shall not agree to any amendment of the Master Lease which would materially adversely affect Subtenant's rights or obligations under this Sublease; and # Sublandlord shall not, without Subtenant’s written consent, voluntarily terminate the Master Lease, exercise any right to terminate the Master Lease other than on account of casualty or take any action giving rise to a termination right under the Master Lease. Notwithstanding the foregoing, Sublandlord shall have no liability to Subtenant for its violation of this Paragraph 13(c) if Master Landlord agrees that Subtenant may remain in possession of the Subleased Premises upon any termination of the Master Lease on the same terms as this Sublease for the remainder of the Term.

Subordinate to Master Lease. This Sublease and all of Subtenant’s rights hereunder are and shall remain in all respects subject and subordinate to all of the terms and provisions of the Master Lease. References in the Master Lease to “Tenant” shall be construed as “Subtenant” for purposes of this Sublease as appropriate. This Sublease is contingent upon Master Landlord signing a Master Landlord Consent a form of which is attached hereto and the Master Landlord not exercising any right to recapture that it may have.

Incorporation of Master Lease. Subtenant shall observe and perform the terms, covenants, conditions and agreements of the Master Lease which Sublandlord is required to observe or perform with respect to the Premises as tenant under the Master Lease, except for the covenant of Sublandlord to pay Master Landlord the rent or other charges due under the Master Lease and except as such terms, covenants, conditions and agreements are modified hereby or are inconsistent with the terms of this Sublease. Subtenant shall not do or permit to be done any act which would result in a violation of any of the terms, covenants and conditions of the Master Lease. Except as otherwise provided in this Sublease or to the extent inconsistent with the terms of this Sublease (in which case the terms of this Sublease shall control), all of the terms and conditions of the Master Lease are hereby incorporated herein by reference (and modified by the terms hereof, if applicable); provided, however, that # the term “Landlord” shall be deemed to refer to Sublandlord; # the term “Tenant” shall be deemed to refer to “Subtenant”; # the phrase “this Lease” shall be deemed to refer to “this Sublease”; # the term “Term” shall be deemed to refer to the Term of this Sublease; # the term “Premises” shall refer to the Sublet Portion only and # the following provisions of the Master Lease shall not be incorporated herein- 1, 2.1, 2.2, 3, 6.1, 6.3, 7.7, 12, 13.1.1, 13.1.2, 13,2, 16.3, 20.1, 20.2, 20.3, 20.4, 20.6, 20.7, 22, 36, 38, 39, 40. 41, 42, 43, 44.7, Exhibit D, Exhibit F, Exhibit H and Exhibit I, provided that Sublandlord shall have no liability for Master Landlord’s failure to comply with the terms of Section 10.2 of the Master Lease except as set forth in Section 6.8 below.