Landlord Consent If Landlord shall not exercise its option to terminate this Lease pursuant to Section 13.03(b) above, except as set forth in Section 13.13, Landlord shall not unreasonably delay, condition or withhold its consent to the proposed assignment or subletting referred to in Tenant’s Offer Notice, provided that the following further conditions shall be fulfilled:
(a) The Demised Premises shall not, without Landlord’s prior consent, have been listed or otherwise publicly advertised for assignment or subletting at a rental less than the Fixed Rent and Additional Rent. However, this shall not be deemed to prohibit Tenant from negotiating or consummating a sublease at a lower rental if Tenant shall first have offered to sublet the space involved to Landlord for the same rent and term by notice given with or after Tenant’s request for consent to the subletting or assignment. Landlord may accept such offer within thirty (30) days from receipt of such request for consent or twenty (20) days after receipt of the offer, whichever is later;
(b) Tenant shall not then be in default hereunder beyond the time herein provided, if any, to cure such default;
(c) The proposed assignee or subtenant shall have a financial standing, be of a character, be engaged in a business, and propose to use the Demised Premises in a manner consistent with the extent of the obligations undertaken by the proposed assignee or subtenant;
(d) No subletting shall end later than one (1) day before the Expiration Date of this Lease or shall be for a term of less than two (2) years unless it commences less than two (2) years before the Expiration Date;
(e) There should be no more than three (3) subtenants in the Demised Premises;
(f) Tenant shall reimburse Landlord on demand for any actual costs that may be incurred by Landlord in connection with said assignment or sublease, including, without limitation, the costs of making investigations as to the acceptability of the proposed assignee or subtenant, and legal costs incurred in connection with the granting of any requested consent; and
(g) The proposed assignee or subtenant is engaged in a business and the Demised Premises will be used in a manner, which is limited to the Permitted Use.
Landlord Consents Pledgor shall use commercially reasonable efforts to deliver to Secured Party an executed letter in form and substance acceptable to Secured Party from each landlord from which Pledgor leases premises on which Goods or Inventory of Pledgor with a book value in excess of ten million dollars ($10,000,000) is located, stored, used or held in the United States of America promptly upon the book value of Goods or Inventory located, stored, used or held at such premises reaching ten million dollars ($10,000,000) (each such letter, a "LANDLORD WAIVER LETTER") pursuant to which such landlord, among other things, acknowledges the security interest granted by Pledgor to Secured Party in such Goods and Inventory, waives or subordinates any Lien such landlord may have in respect of such Goods or Inventory and agrees to provide the Secured Party with access to such premises upon the occurrence and during the continuance of an Event of Default.
Landlord’s Options Landlord shall have the option, exercisable by written notice delivered to Tenant within twenty (20) days after Landlord’s receipt of a Transfer Notice accompanied by the other information described in Section 12.1, to: (a) permit Tenant to Transfer the Premises; or (b) disapprove (provided, Landlord’s disapproval must be in accordance with Section 12.1 hereof) the Tenant’s Transfer of the Premises and to continue the Lease in full force and effect as to the entire Premises; or (c) in the event of (i) a proposed assignment of the Lease or (ii) a sublease of more than 50% of the Premises (taking into account all sublets in the aggregate) for all or substantially all of the balance of the Term, terminate the Lease as of the proposed effective date of the Transfer set forth in Tenant’s Transfer Notice (a “Recapture”); provided, however, that if Landlord shall notify Tenant of Landlord’s intention to Recapture the Premises, Tenant may elect to withdraw its Transfer Notice by written notice of such election delivered to Landlord within ten (10) business days of Tenant’s receipt of Landlord’s Recapture notice. If Landlord approves of the proposed Transfer pursuant to Section 12.1 above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to the following conditions: (i) the Transfer shall be on the same terms set forth in the Transfer Notice; and (ii) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form approved by Landlord) has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease applicable to that portion of the Premises then being transferred (provided that, for a subtenant, the rental obligations shall be governed by the terms of the applicable sublease). If Landlord exercises its option to terminate this Lease (or in the case of a partial sublet to release Tenant with respect to a portion of the Premises) as provided above, Tenant shall surrender possession of the Premises on the proposed effective date of the Transfer set forth in Tenant’s Transfer Notice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect to those matters that expressly survive the termination of the Lease.
Landlord Approval (Check one)
Landlord Covenants At all times during the Term, Landlord covenants and agrees as follows:
LANDLORD The covenants and obligations contained in this Lease on the part of Landlord are binding on Landlord, its successors, and assigns only during their respective period of ownership of an interest in the Building. In the event of any transfer or transfers of such title to the Building, Landlord (and, in the case of any subsequent transfers or conveyances, the then grantor) shall be concurrently freed and relieved from and after the date of such transfer or conveyance, without any further instrument or agreement, of all liability with respect to the performance of any covenants or obligations on the part of Landlord contained in this Lease thereafter to be performed.
Tenant Except as otherwise expressly required of Landlord, Tenant shall, at Tenant’s expense, keep and maintain the Premises, including but not limited to all entry doors, damage to entry doors occasioned by theft or vandalism, furnishings, lighting, trade fixtures, above-ground plumbing and conduits beginning at the point of entry into the Premises, windows, glass and plate glass, doors, interior walls and finish work, floor surfaces and floor coverings, sprinkler and fire protection systems (which shall be in good working order as of the Commencement Date and in compliance with all Applicable Laws), and routine maintenance and repairs of the HVAC System (together with replacement of the HVAC System exclusively 23134410.6 servicing the Premises and installed by Tenant), in good and sanitary condition and repair and in compliance with all Applicable Laws. Tenant shall permit no waste, except normal wear and tear. Tenant shall also be responsible for arranging janitorial services for the Premises and the cost thereof. Tenant shall promptly notify Landlord, in writing, of any known defective condition which Landlord is required to repair, and failure to so report such known defects in a commercially reasonable time and manner shall make Tenant responsible to Landlord for any increased liability incurred by Landlord by reason of such failure to report the known defective condition. Any contractor selected by Tenant in connection with the performance of Tenant’s obligations under this Section in or about the Premises or the Building shall require prior written approval of the Landlord which approval shall not be unreasonably withheld, conditioned or delayed, such approval shall require, at a minimum, Lxxxxxxx’s receipt of a Certificate of General Liability Insurance adding the Agent and the Landlord as additionally insured, proof that the contractor is duly licensed and permitted in the municipality where the Premises is located, to the extent such licensing and permitting is required by such municipality, acknowledgment and agreement by the contractor that all work shall be done with good workmanship and in accordance with current building codes and ordinances, and with agreement to adhere to any other reasonable standards imposed by Landlord for the protection and preservation of the Building and Premises.
Tenant Work Before commencing any repair or Alteration (“Tenant Work”), Tenant shall deliver to Landlord, and obtain Landlord’s approval of, (a) names of contractors, subcontractors, mechanics, laborers and materialmen; (b) evidence of contractors’ and subcontractors’ insurance; and (c) any required governmental permits. Tenant shall perform all Tenant Work (i) in a good and workmanlike manner using materials of a quality reasonably approved by Landlord; (ii) in compliance with any approved plans and specifications, all Laws, the National Electric Code, and Landlord’s construction rules and regulations; and (iii) in a manner that does not impair the Base Building. If, as a result of any Tenant Work, Landlord becomes required under Law to perform any inspection, give any notice, or cause such Tenant Work to be performed in any particular manner, Tenant shall comply with such requirement and promptly provide Landlord with reasonable documentation of such compliance. Landlord’s approval of Tenant’s plans and specifications shall not relieve Tenant from any obligation under this Section 7.3. In performing any Tenant Work, Tenant shall not use contractors, services, labor, materials or equipment that, in Landlord’s reasonable judgment, would disturb labor harmony with any workforce or trades engaged in performing other work or services at the Project.
The Premises Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises set forth in Section 2.2 of the Summary (the “Premises”). The outline of the Premises is set forth in Exhibit A attached hereto. The outline of the “Building” and the “Project,” as those terms are defined in Section 1.1.2 below, are further depicted on the Site Plan attached hereto as Exhibit A. The parties hereto agree that the lease of the Premises is upon and subject to the terms, covenants and conditions herein set forth, and Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all of such terms, covenants and conditions by it to be kept and performed. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the Premises only, and such Exhibit is not meant to constitute an agreement, representation or warranty as to the construction of the Premises, the precise area thereof or the specific location of the “Common Areas,” as that term is defined in Section 1.1.3, below, or the elements thereof or of the accessways to the Premises or the “Project,” as that term is defined in Section 1.1.2, below, and that the square footage of the Premises shall be as set forth in Section 2.1 of the Summary of Basic Lease Information. Except as specifically set forth in this Lease and in the Tenant Work Letter attached hereto as Exhibit B (the “Tenant Work Letter”), Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Xxxxxx also acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the Building or the Project or with respect to the suitability of any of the foregoing for the conduct of Xxxxxx’s business, except as specifically set forth in this Lease and the Tenant Work Letter. For purposes of Section 1938 of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Building and Premises have not undergone inspection by a Certified Access Specialist (CASp). Landlord shall deliver the Premises to Tenant in good, vacant, broom clean condition, in compliance with all laws, with the roof water-tight and shall cause the plumbing, electrical systems, fire sprinkler system, lighting, and all other building systems serving the Premises in good operating condition and repair on or before the Lease Commencement Date, or such earlier date as Landlord and Tenant mutually agree. Landlord will be responsible for causing the exterior of the Building, the existing Building entrances, and all exterior Common Areas (including required striping and handicapped spaces in the parking areas) to be in compliance with ADA and parking requirements, to the extent required to allow the legal occupancy of the Premises or completion of the Tenant Improvements.
Landlord Agreements Each Credit Party shall use commercially reasonable efforts to obtain a landlord agreement or bailee or mortgagee waivers, as applicable, from the lessor of each leased property, bailee in possession of any Collateral or mortgagee of any owned property with respect to each location where any Collateral is stored or located, which agreement shall be reasonably satisfactory in form and substance to Agent.
