AND SUBLANDLORD'S CONSENT AND APPROVAL IS ONLY REQUIRED TO THE EXTENT
REQUIRED IN THE CONSENT.
IN ADDITION, THE PARTIES ACKNOWLEDGE THAT AMENDMENTS
TO THE DIRECT LEASE MAY BECOME INCORPORATED IN THIS SUBLEASE, BUT ONLY TO THE
EXTENT ANY SUCH AMENDMENT IS PERMITTED PURSUANT TO SECTION 5B OF THE CONSENT
AMENDMENT:
THIS SUBLEASE MAY NOT BE AMENDED EXCEPT BY THE WRITTEN AGREEMENT OF
SUBLANDLORD AND SUBTENANT.
NO DRAFTING PRESUMPTION:
THE PARTIES ACKNOWLEDGE THAT THIS SUBLEASE HAS BEEN
AGREED TO BY BOTH THE PARTIES, THAT BOTH SUBLANDLORD AND SUBTENANT HAVE
CONSULTED WITH ATTORNEYS WITH RESPECT TO THE TERMS OF THIS SUBLEASE, AND THAT NO
PRESUMPTION SHALL BE CREATED AGAINST SUBLANDLORD BECAUSE SUBLANDLORD INITIALLY
DRAFTED THIS SUBLEASE.
ENTIRE AGREEMENT:
THIS SUBLEASE, THE CONSENT AND THE WORK AGREEMENT CONSTITUTE
THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER
HEREOF, AND THERE ARE NO BINDING AGREEMENTS OR REPRESENTATIONS BETWEEN THE
PARTIES EXCEPT AS EXPRESSED IN THIS SUBLEASE, THE CONSENT AND THE WORK
AGREEMENT.
NO SUBSEQUENT CHANGE OR ADDITION TO THIS SUBLEASE SHALL BE BINDING
UNLESS IN WRITING AND SIGNED BY THE PARTIES HERETO.
COUNTERPARTS:
THIS SUBLEASE MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS EACH OF
WHICH SHALL BE DEEMED AN ORIGINAL BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE
AND THE SAME INSTRUMENT.
SIGNATURE COPIES MAY BE DETACHED FROM THE COUNTERPARTS
AND ATTACHED TO A SINGLE COPY OF THIS SUBLEASE PHYSICALLY TO FORM ONE DOCUMENT.
TIME:
TIME IS OF THE ESSENCE OF THIS SUBLEASE.
SUBLANDLORD'S LIABILITY:
SUBTENANT ACKNOWLEDGES THAT SUBLANDLORD IS A
PROFESSIONAL CORPORATION, THAT THE SHAREHOLDERS OF SUBLANDLORD SHALL NOT BE
PERSONALLY LIABLE UNDER THIS SUBLEASE, THE CONSENT OR THE WORK AGREEMENT, AND
THAT THE CONTRACTUAL LIMITATION OF LIABILITIES SET FORTH IN THIS SENTENCE SHALL
BE IN ADDITION TO ANY OTHER LIMITATION OF LIABILITY THAT EXISTS UNDER APPLICABLE
LAW.
SUBTENANT FURTHER AGREES THAT TO THE EXTENT SUBLANDLORD OR ANY SUCCESSOR
SUBLANDLORD IS A PROFESSIONAL CORPORATION, LAW FIRM PARTNERSHIP, OR LIMITED
LIABILITY PARTNERSHIP, THAT, NOTWITHSTANDING ANY PROVISIONS TO THE CONTRARY
CONTAINED IN THIS SUBLEASE, (A) NO PRESENT OR FUTURE PARTNER, MEMBER OR
SHAREHOLDER OF SUBLANDLORD THAT IS A NATURAL PERSON, AND (B) NO NATURAL PERSON
THAT IS AN OWNER OF A PROFESSIONAL CORPORATION THAT IS A PARTNER, MEMBER OR
SHAREHOLDER OF SUBLANDLORD (AS OPPOSED TO ANY PROFESSIONAL CORPORATIONS THAT ARE
PARTNERS OF SUBLANDLORD), SHALL HAVE ANY PERSONAL LIABILITY TO SUBTENANT FOR THE
OBLIGATIONS OF SUBLANDLORD UNDER THIS SUBLEASE, THE CONSENT OR THE WORK
AGREEMENT, THE RELATIONSHIP OF SUBTENANT AND SUBLANDLORD, OR SUBLANDLORD'S USE
OF THE SUBLEASED PREMISES AS A RESULT OF, WITHOUT MORE, SUCH NATURAL PERSON
BEING A PARTNER, MEMBER, OR SHAREHOLDER OF SUBLANDLORD OR THE OWNER OF A
PROFESSIONAL CORPORATION THAT IS A PARTNER, MEMBER OR SHAREHOLDER OF
SUBLANDLORD.
SUBLANDLORD (INCLUDING ANY SUCCESSOR LAW FIRM AS DEFINED IN THE
MASTER LEASE) SHALL BE SOLELY LIABLE FOR ALL OF THE OBLIGATIONS OF SUBLANDLORD
UNDER THIS SUBLEASE, THE CONSENT OR THE WORK AGREEMENT TO THE EXTENT OF THE
ASSETS OF SUBLANDLORD, INCLUDING, WITHOUT LIMITATION, THE UNDISTRIBUTED CAPITAL,
UNDISTRIBUTED NET EARNINGS, UNDISTRIBUTED FEES