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EXHIBIT A <br />LANDLORD'S CONSENT <br />Landlord consents to the sublease of the Premises on this _ <br />, 2014 as required by the Primary Lease, <br />following terms and conditions: <br />day of <br />subject to and upon the <br />1. Landlord's Consent. Nothing contained in this consent will: <br />(a) Operate as a representation or warranty by Landlord, and Landlord will not be <br />bound or estopped in any way by the provisions of the Sublease, or <br />(b) Operate as Landlord's consent to or approval of any of the terms, covenants, <br />conditions, provisions, or agreements of the Sublease except as expressly set <br />forth in this consent, and Landlord will not be bound thereby; <br />(c) Be construed to: (1) modify; waive, release or otherwise affect any of the terms, <br />covenants, conditions, provisions or agreements of the Primary Lease; (2) waive <br />any breach of the Primary Lease; (3) waive any of Landlord's rights under the <br />Primary Lease; (4) enlarge or increase Landlord's obligations under the Primary <br />Lease; or (5) enlarge or increase Sublessee's rights and benefits in excess of the <br />rights and benefits applicable to Tenant under the Primary Lease; <br />(d) Be construed to be an assignment or partial assignment of the Primary Lease or <br />to create any privity of contract between Landlord and Sublessee relative to the <br />Primary Lease; <br />(e) Be construed as a consent by Landlord to: (1) any further subletting either by <br />Sublessor or by Sublessee; or (2) any assignment by Sublessor of the Primary <br />Lease or assignment by Sublessee of the Sublease, whether or not the Sublease <br />purports to permit the same; or <br />(f) Be construed to permit Sublessor or Sublessee to assign, mortgage or encumber <br />the Sublease or to sublease any portion of the Premises or permit any portion of <br />the Premises to be used or occupied by any other party and any assignment by <br />operation of law or a transfer of control of Sublessee (including, but not limited to, <br />transfer of the controlling interest of the stock of Sublessee, if Sublessee is a <br />corporation) will be deemed a prohibited assignment under the Primary Lease. <br />2. Subordinate to Primary Lease. The Sublease will be subject to subordinate at all <br />times to the Primary Lease and all of its provisions, covenants and conditions. <br />3. No Discharge. Neither the Sublease nor this consent will release or discharge <br />Sublessor, as "Lessee" under the Primary Lease, from any liability thereunder, <br />whether past, present, or future, and Sublessor will remain liable and responsible for <br />130549;.2 <br />