SUBTENANT AS
PROVIDED IN THE MASTER LANDLORD'S CONSENT OR UNLESS MASTER LANDLORD AND
SUBTENANT AGREE TO DEEM THIS SUBLEASE TO BE A DIRECT LEASE OF THE SUBLEASE
PREMISES BETWEEN MASTER LANDLORD AND SUBTENANT; PROVIDED THAT AS A CONDITION TO
SUCH DIRECT LEASE, SUBLANDLORD SHALL BE RELEASED FROM ALL LIABILITIES AND
OBLIGATIONS UNDER THIS SUBLEASE ARISING FROM AND AFTER THE DATE THAT THE MASTER
LEASE TERMINATED WITH RESPECT TO THE SUBLEASE PREMISES.
(G) CONSENT OR APPROVAL OF MASTER LANDLORD.
ALL REFERENCES IN THIS SUBLEASE
(WHETHER IN THE TEXT ITSELF OR BY INCORPORATION FROM THE MASTER LEASE) TO THE
CONSENT OR APPROVAL OF MASTER LANDLORD OR SUBLANDLORD SHALL MEAN THE WRITTEN
CONSENT OR APPROVAL OF MASTER LANDLORD OR SUBLANDLORD, AS THE CASE MAY BE.
IF
ANY REQUEST OR DEMAND IS MADE BY MASTER LANDLORD (WHETHER REQUIRING AN ACT,
RESTRAINT OR PAYMENT) DIRECTLY TO SUBTENANT PURSUANT TO THE MASTER LEASE IN
RESPECT OF A CORRESPONDING OBLIGATION UNDER THE MASTER LEASE, THEN SUCH REQUEST
OR DEMAND SHALL BE HONORED AND PERFORMED OR ADHERED TO AS IF THE REQUEST OR
DEMAND WAS MADE DIRECTLY BY SUBLANDLORD.
IN ALL PROVISIONS OF THIS SUBLEASE
REQUIRING THE SATISFACTORY APPROVAL OR CONSENT OF SUBLANDLORD, SUBTENANT FIRST
SHALL BE REQUIRED TO OBTAIN THE APPROVAL OR CONSENT OF SUBLANDLORD AND THEN, IF
SUBLANDLORD UNDER SIMILAR CIRCUMSTANCES WOULD BE REQUIRED UNDER THE TERMS OF THE
MASTER LEASE, TO OBTAIN THE LIKE APPROVAL OR CONSENT OF MASTER LANDLORD,
SUBLANDLORD SHALL FORWARD TO MASTER LANDLORD SUCH REQUESTS AS SUBTENANT MAY
SUBMIT FOR APPROVAL OR CONSENT FROM MASTER LANDLORD.
IN THE CASE OF A TIME
SENSITIVE MATTER, SUBTENANT MAY SUBMIT THE REQUEST FOR APPROVAL OR CONSENT
SIMULTANEOUSLY TO MASTER LANDLORD AND SUBLANDLORD.
WHENEVER, PURSUANT TO THIS
SUBLEASE, MASTER LANDLORD OR SUBLANDLORD'S CONSENT OR APPROVAL, OR THE REVIEW OR
CONSIDERATION BY MASTER LANDLORD OR SUBLANDLORD OF ANY MATTER, IS PERMITTED,
SOLICITED OR REQUIRED PRIOR TO OR IN CONNECTION WITH ANY ACTIVITY PLANNED OR
UNDERTAKEN ON BEHALF OF SUBTENANT (INCLUDING, WITHOUT LIMITATION, MASTER
LANDLORD'S CONSENT TO THIS SUBLEASE), SUBTENANT SHALL REIMBURSE MASTER LANDLORD
AND SUBLANDLORD FOR ALL REASONABLE EXPENSES (INCLUDING, WITHOUT LIMITATION, THE
REASONABLE FEES AND DISBURSEMENTS OF ATTORNEYS AND OTHER PROFESSIONAL
CONSULTANTS) INCURRED BY MASTER LANDLORD AND SUBLANDLORD, AS THE CASE MAY BE, IN
CONNECTION WITH SUCH CONSIDERATION, REVIEW, CONSENT OR APPROVAL.
SUCH
REIMBURSEMENT SHALL BE MADE BY SUBTENANT WITHIN TWENTY (20) DAYS AFTER WRITTEN
DEMAND.
EXPENSES INCURRED BY SUBLANDLORD SHALL BE DEEMED TO INCLUDE ANY
EXPENSES OR FEES PAYABLE TO MASTER LANDLORD UNDER THE MASTER LEASE.
(H) REPRESENTATIONS OF SUBLANDLORD.
SUBLANDLORD REPRESENTS TO SUBTENANT THAT A
TRUE AND CORRECT COPY OF THE MASTER LEASE, REDACTED TO EXPUNGE CERTAIN
CONFIDENTIAL ECONOMIC INFORMATION, IS ATTACHED HERETO AS EXHIBIT A, THAT THE
MASTER LEASE IS IN FULL FORCE AND EFFECT AND HAS NOT BEEN AMENDED, AND THAT, TO
SUBLANDLORD'S KNOWLEDGE, NO DEFAULT EXISTS ON THE PART OF SUBLANDLORD OR MASTER
LANDLORD UNDER THE MASTER LEASE.
AS LONG AS NO EVENT OF DEFAULT BY SUBTENANT
EXISTS HEREUNDER, SUBLANDLORD (I) SHALL CONTINUE TO PERFORM THE OBLIGATIONS OF
TENANT UNDER