Master Lease. Subtenant covenants that it will occupy the Subleased Premises in accordance with all of the terms and conditions of the Master Lease as they apply to the Subleased Premises, and will not suffer to be done or omit to do any act which may result in a violation of or a default under any of the terms and conditions of the Master Lease, or render Sublandlord liable for any damage, charge or expense thereunder. Subtenant further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (including reasonable attorneys’ fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, # Subtenant’s breach or default in the performance of any terms, conditions, covenant or agreement of the Master Lease applicable to the Subleased Premises or this Sublease, # Subtenant’s occupancy of the Subleased Premises, the undertaking of any alterations, additions or improvements or repairs by Subtenant to the Subleased Premises or the conduct of Subtenant’s business on the Subleased Premises (including, without limitation, any use of Hazardous Materials by Subtenant or any person claiming by, through or under Subtenant, or any of the contractors, agents, servants, employees, licensees or invitees of Subtenant), and # any negligence or willful act of Subtenant or of any person claiming by, through or under Subtenant, or of the contractors, agents, servants, employees, licensees or invitees of Subtenant or any such person, in, on or about the Subleased Premises. Sublandlord covenants that it will maintain the Master Lease during the entire Sublease Term, subject, however, to any earlier termination of the Master Lease not caused by the fault of Sublandlord under the Master Lease, and to comply with or perform or cause to be performed Sublandlord’s obligations under the Master Lease to the extent not the responsibility of Subtenant hereunder. Sublandlord shall not agree to, or take any actions giving rise to, any amendment, modification or termination of the Master Lease, that materially increases the financial obligation of Subtenant under this Sublease or otherwise materially and adversely impacts the rights of Subtenant hereunder or Subtenant’s use of the Subleased Premises (except Sublandlord may exercise its express termination rights in accordance with the terms of the Master Lease but shall not otherwise voluntarily terminate the Master Lease and/or surrender possession

Sub-Sublandlord Covenants. Sub-Sublandlord covenants that it will maintain the Master Sublease during the entire Sub-Sublease Term, subject, however, to any earlier termination of the Superior Leases without the fault of Sub-Sublandlord, and will not suffer to be done or omit to do any act which may result in a violation of or a default under any of the terms and conditions of the Superior Leases. Sub-Sublandlord shall comply with or perform or cause to be performed Sub-Sublandlord’s obligations with respect to any obligations not assumed by Sub-Subtenant hereunder, including, without limitation, payment of rent to the Sublandlord as and when due under the Master Sublease and keeping all insurance coverages required of it by the Master Sublease in effect during the Sub-Sublease Term. Sub-Sublandlord shall use commercially reasonable efforts to cause Sublandlord to perform its obligations under the Master Sublease, and shall cooperate with Sub-Subtenant in its efforts to obtain such performance. Sub-Sublandlord hereby covenants # not to voluntarily surrender the Master Sublease to Sublandlord, and # not enter into any amendment, modification or other agreement with respect to the Master Sublease without Sub-Subtenant’s prior written consent.

PERFORMANCE OF MASTER LEASE TERMS. With respect to the Subleased Premises, Sublessee shall receive all benefits which accrue to Sublessor under the Master Lease as it relates to the Subleased Premises, subject to the terms of this Sublease. Sublessee hereby expressly, and without condition or reservation, agrees to assume the obligation for performance of all Sublessor's responsibilities under the Master Lease with respect to the Subleased Premises and, during the term hereof, to be subject to and bound by, and to faithfully and punctually perform and comply with all of the covenants, conditions, stipulations, restrictions and agreements contained therein except as expressly excluded herein. Sublessee hereby agrees to indemnify and hold harmless Sublessor from and against any loss, claim, damage, expense or injury (including reasonable attorney's fees and court costs) which Sublessor may incur as a result of Sublessee's failure to perform such obligations on behalf of Sublessor. Sublessor covenants and agrees that if and so long as Sublessee pays the Base Rent required of Sublessee to be paid hereunder and Sublessee otherwise fully, faithfully and punctually observes the covenants and conditions hereof and the Master Lease, Sublessee shall quietly enjoy the Subleased Premises without interference from anyone claiming by or through Sublessor. Notwithstanding any other provision of this Sublease, Sublessor, as sublandlord under this Sublease, shall have the benefit of all rights, waivers, remedies and limitations of liability enjoyed by Master Lessor, as the Landlord under the Master Lease, the terms of which are hereby incorporated herein by this reference, but # Sublessor shall have no obligation under this Sublease to perform the obligations of Master Lessor, as Landlord under the Master Lease, including without limitation any obligation to provide services or maintain insurance with respect to the Subleased Premises; # Sublessor shall not be bound by any representations or warranties of the Master Lessor under the Master Lease; # in any instance where the consent of Master Lessor is required under the terms of the Master Lease, the consent of Sublessor and Master Lessor shall be required, and # Sublessor shall not be liable to Sublessee for any failure or delay in Master Lessor’s performance of its obligations as Landlord under the Master Lease.

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.

All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublandlord were the Master Landlord hereunder. Subtenant assumes and agrees to perform the Sublandlord’s obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Sublease Premises, including, but not limited to, procuring and maintaining the insurance policies required under the Master Lease, except that the obligation to pay rent to Master Landlord under the Master Lease shall be considered performed by Subtenant to the extent Rent is paid to Sublandlord in accordance with Section 6 of this Sublease. Subtenant shall not commit or suffer any act or omission that would violate any of the provisions of the Master Lease. Sublandlord shall exercise due diligence in attempting to cause Master Landlord to perform its obligations under the Master Lease for the benefit of Subtenant but shall not be required to expend any cost or expense to do so without reimbursement. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however that if the Master Lease terminates as a result of a default or breach by Sublandlord or Subtenant under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the non-defaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublandlord any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the Building or project of which the Master Premises are a part, the exercise of such right by Sublandlord shall not constitute a default or breach hereunder.

Compliance with Master Lease: Sublessee hereby acknowledges the existence and receipt of the Master Lease by and between Sublessor and Landlord attached hereto as Exhibit 4. During the Term, Sublessee will occupy the Premises in accordance with the terms of the Master Lease and will not suffer to be done in or about the Premises, or omit to do in or about the Premises, any act which would result in a violation of or a default under the Master Lease, or render Sublessor liable for any damage, charge or expense thereunder. Sublessee will indemnify, defend protect and hold Sublessor harmless from and against any loss, cost, damage or liability (including attorneys’ fees) of any kind or nature arising out of, by reason of, or resulting from, Sublessee’s failure to perform or observe any of the terms and conditions of this Sublease, or, to the extent incorporated herein, the Master Lease. Sublessor agrees to perform all of its obligations under the Lease and maintain the same in full force and effect, except to the extent that any failure to maintain the Master Lease is due to the failure of Sublessee to comply with any of its obligations under this Sublease, and provided further that the foregoing shall in no event limit the exercise by Sublessor of any express rights it may have under the Master Lease, including without limitation any rights of termination of the Master Lease following a casualty or condemnation.

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 agents, employees or contractors to commit any act or omission which if done or permitted by Sublandlord or its agents, employees or contractors would be (with notice, the passage of time or both) in violation of or a default by the “Tenant” under the Master Lease. Subtenant hereby agrees: # to comply with all provisions of the Master Lease, as incorporated herein, which are required to be performed by Subtenant hereunder; and # to perform all the obligations on the part of the Tenant to be performed under the terms of the Master Lease, as incorporated herein, during the Term of this Sublease which are required to be performed by Subtenant hereunder. If Subtenant shall default in the performance of any of its obligations under this Sublease, other than its obligation to pay Rent to Sublandlord, Sublandlord, without being under any obligation to do so and without thereby waiving such default, may remedy such default for the account and at the expense of Subtenant, without notice in a case of emergency and, in all other cases, if the default continues after three (3) days from the date of written notice thereof from Sublandlord.

Sublandlord will perform all of its covenants and obligations under the Master Lease, and will not default thereunder. If Sublandlord receives any notice of default or potential default from Landlord under the Master Lease, Sublandlord will promptly send a copy of such notice to Subtenant, and unless such default results from any act or omission which is a default by Subtenant under this Sublease, Sublandlord will cure such default within any applicable cure period set forth in the Master Lease.

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.

Subtenant Covenants. Subtenant does hereby expressly assume and agree to perform and comply with, with regard to the Subleased Premises, each and every obligation of Sublandlord under the Lease that is not contradicted or superseded by a term of this Sublease, and Subtenant shall not do, or permit to be done, anything that would result in an increase in any of the rents, additional rents, or any other sums or charges payable by Sublandlord under the Lease or any other obligation or liability of Sublandlord under the Lease (except to the extent Subtenant agrees to pay such costs) or anything that would constitute a default under the Lease or omit to do anything that Subtenant is obligated to do under the terms of this Sublease or the Lease so as to cause there to be a default under the Lease or cause the Lease to be terminated (it being agreed, however, that Subtenant shall have no obligation to comply with any provision of the Lease that shall have been redacted and/or not provided to Subtenant).