Common use of Covenants with Respect to the Lease Clause in Contracts

Covenants with Respect to the Lease. 10.1. Subtenant shall not do 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 so as to cause a default under the Lease. 10.2. Subtenant shall not request Owner's consent or approval directly or request any Services directly from Owner, including, without limitation, heating or air conditioning services after regular business hours, and no efforts by Subtenant to obtain Owner's consent or approval or such Services from Owner shall constitute Subland1ord's consent or approval or prejudice Sublandlord's right to withhold its consent or approval, or to direct Owner not to provide such Services to Subtenant. 10.3. The time limits set forth in the Lease for the giving of notices, making demands, perforn1auce of any act, condition or covenant, or the exercise of any right, remedy or option, are changed for the purpose of this Sublease, by lengthening or shortening the same in each instance, as appropriate, so that notices may be given, demands made, or any act, condition or covenant performed, or any right, remedy or option hereunder exercised, by Sublandlord. or Subtenant, as the case may be, (and each party covenants that it will do so) within three (3) days prior to the expiration of the time limit (unless such time period is ten (10) days or less, in which case such three (3) day time period shall be reduced to two (2) days), taking into account the maximum grace period, if any, relating thereto contained in the Lease. Each party shall promptly deliver to the other party copies of all notices, requests or demands which relate to the Premises or the use or occupancy thereof after receipt of same from Owner. 10.4. Sublandlord represents and warrants to Subtenant that (i) Sublandlord has a valid and subsisting leasehold estate under the Lease, (ii) Sublandlord has the power, right and authority to make this Sublease and to perform its obligations hereunder (iii) the Lease is in full force and effect, (iv) attached hereto as Exhibit C is a true and complete copy of the Lease, except as indicated thereon for the rental amount and other financial portions thereof which have been redacted, (v) the Expiration Date of the Lease is March 31, 2019, (vi) the Lease constitutes the entire agreement between Owner and Sublandlord regarding the Premises and there are no other amendments or modifications thereto, (vii) Sublandlord has not assigned, transfe1Ted or encumbered any of its rights under the Lease to any third parties, (viii) to Sublandlord's actual knowledge, without inquiry or investigation, (I) Sublandlord has not received written notice of any violation of Legal Requirements by Sublandlord with respect to the Premises, (2) neither Sublandlord nor Owner are in default of its respective obligations under the Lease; and (3) no petition or bankruptcy or similar proceeding under the United States Bankruptcy Code is pending or threatened against, or contemplated by, Sublandlord. For purposes of this Section 1 0.4, "Sublandlord" shall be deemed to mean PricewaterhouseCoopers PRTM Management Consultants, LLC only (and not any predecessor of Sublandlord, including, without limitation, Original Tenant) and the foregoing representations and warranties by Sublandlord shall only apply to periods from and after August 22, 2011. 10.5. Subtenant represents and wan-ants to Sublandlord that (i) Subtenant has the power, right and authority to make this Sublease and to perform its obligations hereunder, and (ii) no petition in bankruptcy or similar proceeding under the United States Bankruptcy Code is pending or to Subtenant's best knowledge, threatened against, or contemplated by, Subtenant. 10.6. Sublandlord covenants that during the Term hereof, provided Subtenant is not in default hereunder following notice and the expiration of any applicable cure period Sublandlord will (i) pay all amounts payable by Sublandlord under the Lease (subject to any abatements or offsets which Sublandlord may be entitled to under the Lease), (ii) not amend or modify the Lease in a manner which adversely affects Subtenant' s rights under this Sublease or increases its obligations hereunder beyond a de minimi s degree (unless permitted by the terms of the Lease), (iii) use commercially reasonable efforts to provide Subtenant with all notices from Owner and any governmental authorities received by Sublandlord with respect to the Premises (provided, however, that it shall not be a breach or default by Sublandlord under this Sublease if Sublandlord fails to provide any such notice to Subtenant) , and (iv) not cancel, surrender or terminate the Lease (except as permitted under Article 15 hereof), except as expressly permitted under the Lease, without Subtenant' s prior written consent in each instance. which consent shall not be unreasonably withheld, conditioned or delayed.

Covenants with Respect to the Lease. 10.1. 10.1 Subtenant shall not do 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 so as to cause a default under the Lease. 10.2. 10.2 Subtenant shall not request Owner's ’s consent or approval directly or request any Services directly from Owner, including, without limitation, heating including, without limitation, tenant improvement work, repairs to the Premises or air conditioning any services after regular business hoursor materials which may be furnished by Landlord to tenants and occupants of the Building for a charge or fee, or any additional services pursuant to Section 6.02 of the Lease, and no efforts by Subtenant to obtain Owner's ’s consent or approval or such Services from Owner shall constitute Subland1ord's Sublandlord’s consent or approval or prejudice Sublandlord's ’s right to withhold its consent or approval, or to direct Owner not to provide such Services to Subtenant. Subject to the terms of this Section 10.2, Sublandlord authorizes Subtenant to request and obtain directly from Owner additional janitorial, heating, ventilating and air conditioning services outside of Regular Business Hours in accordance with Section 6.02 of the Lease (collectively “Permitted Additional Services”), and routine maintenance, repairs or other Services performed or provided by Owner solely to the extent that such maintenance, repairs or other Services are performed or provided by Owner without the imposition of any fee, charge or expense to Sublandlord and/or Subtenant. Subtenant agrees to furnish a copy of any written request for Permitted Additional Services simultaneously with its request for such Permitted Additional Services furnished to Owner. If Owner elects to xxxx Subtenant directly for Permitted Additional Services (in which event Subtenant shall furnish Sublandlord with a copy of any such bills upon its receipt), Subtenant shall pay for such Permitted Additional Services so billed within ten (10) days of receipt of such xxxx (or such longer period as may be set forth in such xxxx). Anything contained in this Section 10.2 to the contrary notwithstanding, in the event that Subtenant fails to pay all amounts billed to Subtenant for Permitted Additional Services provided to Subtenant within the time period set forth in such xxxx, Sublandlord shall have the right, on notice to Subtenant, to terminate Subtenant’s right to request Permitted Additional Services directly from Owner for the remainder of the Term hereof. 10.3. 10.3 The time limits set forth in the Lease for the giving of notices, making demands, perforn1auce performance of any act, condition or covenant, or the exercise of any right, remedy or option, are changed for the purpose of this Sublease, by lengthening or shortening the same in each instance, as appropriate, so that notices may be given, demands made, or any act, condition or covenant performed, or any right, remedy or option hereunder exercised, by Sublandlord. Sublandlord or Subtenant, as the case may be, (and each party covenants that it will do so) within three (3) days prior to the expiration of the time limit (unless such time period is ten (10) days or less, in which case such three (3) day time period shall be reduced to two (2) days), taking into account the maximum grace period, if any, relating thereto contained in the Lease. Each party shall promptly deliver to the other party copies of all notices, requests or demands which relate to the Premises or the use or occupancy thereof after receipt of same from Owner. 10.4. 10.4 Sublandlord represents and warrants to Subtenant that (i) Sublandlord has a valid and subsisting leasehold estate under the Lease, (ii) Sublandlord has the power, right and authority to make this Sublease and to perform its obligations hereunder hereunder, (iii) the Lease is in full force and effect, (iv) attached hereto as Exhibit C is Sublandlord has previously delivered to Subtenant a true and complete copy of the Lease, except as indicated thereon for the rental amount and other financial portions thereof which have been redacted, (v) the Expiration Date of the Lease is March 31, 2019, (vi) the Lease constitutes the entire agreement between Owner and Sublandlord regarding the Premises and there are no other amendments or modifications thereto, (vii) Sublandlord has not assigned, transfe1Ted or encumbered any of its rights under the Lease to any third parties, (viii) to Sublandlord's actual knowledge, without inquiry or investigation, (I) Sublandlord has not received written notice of any violation of Legal Requirements by Sublandlord with respect to the Premises, (2) neither Sublandlord nor Owner are in default of its respective obligations under the Lease; and (3iv) no petition or in bankruptcy or similar proceeding under the United States Bankruptcy Code is pending or to Sublandlord’s best knowledge, threatened against, or contemplated by, Sublandlord. For purposes of this Section 1 0.4, "Sublandlord" shall be deemed to mean PricewaterhouseCoopers PRTM Management Consultants, LLC only (and not any predecessor of Sublandlord, including, without limitation, Original Tenant) and the foregoing representations and warranties by Sublandlord shall only apply to periods from and after August 22, 2011. 10.5. 10.5 Subtenant represents and wan-ants warrants to Sublandlord that (i) Subtenant has the power, right and authority to make this Sublease and to perform its obligations hereunder, and (ii) no petition in bankruptcy or similar proceeding under the United States Bankruptcy Code is pending or to Subtenant's ’s best knowledge, threatened against, or contemplated by, Subtenant. 10.6. Sublandlord covenants that during the Term hereof, provided and (iii) Subtenant is not in default hereunder following notice acknowledges receipt of a true and the expiration of any applicable cure period Sublandlord will (i) pay all amounts payable by Sublandlord under the Lease (subject to any abatements or offsets which Sublandlord may be entitled to under the Lease), (ii) not amend or modify the Lease in a manner which adversely affects Subtenant' s rights under this Sublease or increases its obligations hereunder beyond a de minimi s degree (unless permitted by the terms complete copy of the Lease), (iii) use commercially reasonable efforts to provide Subtenant with all notices from Owner and any governmental authorities received by Sublandlord with respect to the Premises (provided, however, that it shall not be a breach or default by Sublandlord under this Sublease if Sublandlord fails to provide any such notice to Subtenant) , and (iv) not cancel, surrender or terminate the Lease (except redacted as permitted under Article 15 hereof), except as expressly permitted under the Lease, without Subtenant' s prior written consent set forth in each instance. which consent shall not be unreasonably withheld, conditioned or delayedSection 10.4 above.

Covenants with Respect to the Lease. 10.1. 5.1 Subtenant shall not do 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 so as to cause there to be a default under the Lease. 10.2. Subtenant shall not request Owner's do anything under this Sublease for which Landlord’s consent is required under the Lease without first obtaining such consent from Landlord. Sublandlord shall not knowingly and voluntarily do anything that would constitute a default under the Lease or approval directly or request any Services directly from Owner, including, without limitation, heating or air conditioning services after regular business hours, and no efforts by Subtenant omit to obtain Owner's consent or approval or such Services from Owner shall constitute Subland1ord's consent or approval or prejudice Sublandlord's right do anything that Sublandlord is obligated to withhold its consent or approval, or to direct Owner not to provide such Services to Subtenantdo under the terms of the Lease. 10.3. The 5.2 Except as otherwise expressly provided herein, the time limits set forth in the Lease for the giving of notices, making demands, perforn1auce performance of any act, condition or covenant, or the exercise of any right, remedy or option, are changed for the purpose of this Sublease, by lengthening or shortening the same in each instance, as appropriate, so that notices may be given, demands made, or any act, condition or covenant performed, or any right, remedy or option hereunder exercised, by Sublandlord. Sublandlord or Subtenant, as the case may be, be (and each party covenants that it will do so) within three five (35) days prior to the expiration of the time limit (unless such time period is ten (10) days or less, in which case such three (3) day time period shall be reduced to two (2) days)limit, taking into account the maximum grace period, if any, relating thereto contained in the Lease. Each party shall promptly deliver to the other party copies of all notices, requests or demands which relate to the Premises or the use or occupancy thereof after receipt of same from Owner.Landlord, any governmental agency or other third party 10.45.3 Except as expressly set forth herein, every provision in the Lease requiring Sublandlord, as tenant thereunder, to reimburse Landlord for a cost or expense incurred by Landlord (to the extent such provision is incorporated into this Sublease and any such cost or expense relates to the Premises) shall be construed as a requirement that Subtenant reimburse Sublandlord for all such costs and expenses for which Sublandlord is required to reimburse Landlord. The foregoing shall not be deemed to permit Sublandlord represents and warrants from requiring that Subtenant reimburse Sublandlord for any capital expenditures, not a part of Expenses pursuant to Subtenant that (i) Sublandlord has a valid and subsisting leasehold estate under the Lease, that are assessed against Sublandlord by Landlord directly (ii) Sublandlord has and not among other tenants of the powerBuilding), right and authority unless such capital expenditures are attributable to make the acts or omissions of Subtenant or its agents, employees, invitees or contractors. 5.4 Subtenant agrees that this Sublease is and shall be subject to perform its obligations hereunder (iii) and subordinate to all mortgages and leases to which the Lease is in full force and effect, (iv) attached hereto as Exhibit C is a true and complete copy of the Lease, except as indicated thereon for the rental amount and other financial portions thereof which have been redacted, (v) the Expiration Date of the Lease is March 31, 2019, (vi) the Lease constitutes the entire agreement between Owner and Sublandlord regarding the Premises and there are no other amendments now or modifications thereto, (vii) Sublandlord has not assigned, transfe1Ted or encumbered any of its rights under the Lease to any third parties, (viii) to Sublandlord's actual knowledge, without inquiry or investigation, (I) Sublandlord has not received written notice of any violation of Legal Requirements by Sublandlord with respect to the Premises, (2) neither Sublandlord nor Owner are in default of its respective obligations under the Lease; and (3) no petition or bankruptcy or similar proceeding under the United States Bankruptcy Code is pending or threatened against, or contemplated by, Sublandlord. For purposes of this Section 1 0.4, "Sublandlord" shall be deemed to mean PricewaterhouseCoopers PRTM Management Consultants, LLC only (and not any predecessor of Sublandlord, including, without limitation, Original Tenant) and the foregoing representations and warranties by Sublandlord shall only apply to periods from and after August 22, 2011hereafter subordinate. 10.5. Subtenant represents and wan-ants to Sublandlord that (i) Subtenant has the power, right and authority to make this Sublease and to perform its obligations hereunder, and (ii) no petition in bankruptcy or similar proceeding under the United States Bankruptcy Code is pending or to Subtenant's best knowledge, threatened against, or contemplated by, Subtenant. 10.6. Sublandlord covenants that during the Term hereof, provided Subtenant is not in default hereunder following notice and the expiration of any applicable cure period Sublandlord will (i) pay all amounts payable by Sublandlord under the Lease (subject to any abatements or offsets which Sublandlord may be entitled to under the Lease), (ii) not amend or modify the Lease in a manner which adversely affects Subtenant' s rights under this Sublease or increases its obligations hereunder beyond a de minimi s degree (unless permitted by the terms of the Lease), (iii) use commercially reasonable efforts to provide Subtenant with all notices from Owner and any governmental authorities received by Sublandlord with respect to the Premises (provided, however, that it shall not be a breach or default by Sublandlord under this Sublease if Sublandlord fails to provide any such notice to Subtenant) , and (iv) not cancel, surrender or terminate the Lease (except as permitted under Article 15 hereof), except as expressly permitted under the Lease, without Subtenant' s prior written consent in each instance. which consent shall not be unreasonably withheld, conditioned or delayed.

Covenants with Respect to the Lease. 10.16.1. Subtenant shall not do 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 so as to cause a default under the Lease. 10.2. Subtenant shall not request Owner's consent or approval directly or request any Services directly from Owner, including, without limitation, heating or air conditioning services after regular business hours, and no efforts by Subtenant to obtain Owner's consent or approval or such Services from Owner shall constitute Subland1ord's consent or approval or prejudice Sublandlord's right to withhold its consent or approval, or to direct Owner not to provide such Services to Subtenant. 10.36.2. The time limits set forth in the Lease for the giving of notices, making demands, perforn1auce performance of any act, condition or covenant, or the exercise of any right, remedy or option, are changed for the purpose of this Sublease, by lengthening or shortening the same in each instance, as appropriate, so that notices may be given, demands made, or any act, condition or covenant performed, or any right, remedy or option hereunder exercised, by Sublandlord. Sublandlord or Subtenant, as the case may be, (and each party covenants that it will do so) within three (3) days prior to the expiration of the time limit (unless such time period is ten (10) days or less, in which case such three (3) day time period shall be reduced to two (2) days), taking into account the maximum grace period, if any, relating thereto contained in the Lease. Each party shall promptly deliver to the other party copies of all notices, requests or demands which relate to the Premises or the use or occupancy thereof after receipt of same from Owner. 10.46.3. Sublandlord represents and warrants to Subtenant that (i) Sublandlord has a valid and subsisting leasehold estate under the Lease, (ii) Sublandlord has the power, right and authority to make this Sublease and to perform its obligations hereunder (iii) the Lease is in full force and effect, (iii) Sublandlord has not delivered or received written notice of default under the Lease which remains uncured, (iv) to the best of Sublandlord's knowledge, there are no defaults or state of facts with which the giving of notice or passage of time would constitute a default of Owner or Sublandlord thereunder, (v) attached hereto to this Sublease as Exhibit C B is a true and complete copy of the Lease, Lease except as indicated thereon for the rental amount and other financial portions thereof which have been redacted, (v) the Expiration Date of the Lease is March 31, 2019, (vi) the Lease constitutes the entire agreement between Owner and Sublandlord regarding the Premises and there are no other amendments or modifications thereto, (vii) Sublandlord has not assigned, transfe1Ted or encumbered any of its rights under the Lease to any third parties, (viii) to Sublandlord's actual knowledge, without inquiry or investigation, (I) Sublandlord has not received written notice of any violation of Legal Requirements by Sublandlord with respect to the Premises, (2) neither Sublandlord nor Owner are in default of its respective obligations under the Lease; and (3) no petition or bankruptcy or similar proceeding under the United States Bankruptcy Code is pending or threatened against, or contemplated by, Sublandlord. 6.4. For purposes of this Section 1 0.4, "Sublandlord" shall be deemed to mean PricewaterhouseCoopers PRTM Management Consultants, LLC only (and not any predecessor of Sublandlord, including, without limitation, Original Tenant) and the foregoing representations and warranties by Sublandlord shall only apply to periods from and after August 22, 2011. 10.5. Subtenant represents and wan-ants to Sublandlord that (i) Subtenant has the power, right and authority to make this Sublease and to perform its obligations hereunder, and (ii) no petition in bankruptcy or similar proceeding under the United States Bankruptcy Code is pending or to Subtenant's best knowledge, threatened against, or contemplated by, Subtenant. 10.6. Sublandlord covenants that during the Term hereof, provided Subtenant is not in default hereunder following notice and the expiration of any applicable cure period Sublandlord will (i) pay all amounts payable by Sublandlord under the Lease (subject to any abatements or offsets which Sublandlord may be entitled to under the Lease), (ii) not amend or modify the Lease as the Lease may relate to the Premises, to the detriment of Subtenant or in a manner which adversely affects Subtenant' s rights under this Sublease or increases its obligations hereunder beyond a de minimi s degree (unless permitted by the terms derogation of the Lease)rights of Subtenant hereunder, without the prior written consent of Subtenant. Not less than five (iii5) use commercially reasonable efforts to provide Subtenant with all notices from Owner and any governmental authorities received by Sublandlord with respect business days prior to the Premises (provided, however, that it shall not be a breach or default by Sublandlord under this Sublease if Sublandlord fails to provide effective date of any such notice Amendment, Sublandlord shall notify Subtenant of all amendments to Subtenant) , the Lease and (iv) not cancel, surrender or terminate provide to Subtenant a copy of such amendments of the Lease (except as permitted under Article 15 hereofwith economic terms of such amendments redacted, if so desired by Sublandlord), except as expressly permitted under the Lease, without Subtenant' s prior written consent in each instance. which consent shall not be unreasonably withheld, conditioned or delayed.