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Agreement of Consent to Sublease

This consent to sublease is entered into as of ________[date]

by and among ________, a ________ [state of incorporation] Company

("Landlord"), ________ a ________ [state of incorporation] Company

("Sublessor"), and ________ Company, a ________ [state of incorporation]

Company ("Sublessee").


Landlord entered into a lease with Sublessor dated ________,

which lease and all riders and amendments are in this consent

to sublease called the "Master Lease," by which Landlord leased

to Sublessor certain premises in the building known as ________;

Sublessor desires to sublet a portion of the premises covered

by the Master Lease, consisting of approximately ________ rentable

square meters of space (the "Premises"), to Sublessee and Sublessee

desires to lease the Premises from Sublessor;

The terms of the Master Lease require the consent of Landlord

to any subletting and Landlord has agreed to grant consent.

Landlord consents to the sublease of the Premises between Sublessor

and Sublessee dated ________; (the "Sublease"), a copy of which

Sublease is attached hereto and made a part of this document as

Exhibit "A," subject to the following terms and conditions:

1. The Sublease shall be subject and subordinate at all times

to all of the covenants, agreements, terms, provisions and conditions

of the Master Lease and of this Consent. Neither Sublessor nor

Sublessee shall do or permit anything to be done in connection

with the Sublease or Sublessee's occupancy of the Premises as

defined in the Sublease which will violate the Master Lease or

this Consent.

2. Sublessee will not, without prior written consent of Landlord

in each instance, assign the Sublease or sublet the Premises or

any part of them.

3. Sublessee agrees that no substantial alterations, additions

or physical changes will be made in the Premises or any part of

them without Landlord's prior written consent in each instance.

4. This Consent by Landlord shall not be in any way or manner

a release of Sublessor from any and all obligations to be performed

by Sublessor as the Lessee under the Master Lease. The parties

agree that Landlord may, after a default by Sublessor under the

Master Lease, collect all rents due and owing from Sublessee,

and the collection of rents due shall not be a waiver of any rights

and remedies of Landlord against Sublessor as the Lessee under

the Master Lease.

5. Notwithstanding anything to the contrary contained in the

Sublease, nothing contained in the Sublease, or contained in this

Consent, shall enlarge or increase Landlord's obligations or liability

under the Master Lease or otherwise, and in the event of a default

in the Master Lease which results in a termination of the Master

Lease, the Sublease and Sublessee's rights in the Premises shall

also be terminated.

6. Upon the execution of this Consent and the Sublease, Sublessee

agrees to be fully bound and obligated under all the terms and

conditions of the Master Lease. This Consent by Landlord shall

not bind Landlord to perform any of the obligations of Sublessor

as may be provided in the Sublease.

7. This Consent shall not be changed orally but only by an agreement

in writing signed by all parties.

8. Sublessor agrees to reimburse Landlord, upon demand, for expenses

incurred in connection with Landlord's consent to the Sublease,

including, without limitation, attorneys' fees incurred by Landlord.

The parties to this Consent to Sublease have caused it to be

duly executed as of the day and year first above written.



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