Common use of Sublandlord Covenants Clause in Contracts

Sublandlord Covenants. (a) Sublandlord shall pay, when and as due, all Base Rent, Additional Rent and other charges payable by Sublandlord to Master Landlord under the Master Lease. (b) Sublandlord shall perform its covenants and obligations under the Master Lease which do not require for their performance possession of the Sublease Premises and which are not otherwise to be performed hereunder by Subtenant, including, without limitation, performing all obligations of the “Tenant” under the Master Lease with respect to Sublandlord’s occupancy of the portion of the Master Lease Premises that does not include the Sublease Premises (the “Reserved Premises”). For example, Sublandlord shall at all times keep in full force and effect all insurance required to be maintained by Tenant under the Master Lease. (c) Sublandlord covenants that it will maintain the Master Lease during the entire Sublease Term, subject, however, to any earlier termination of the Master Lease without the fault of Sublandlord, and to comply with or perform or cause to be performed Sublandlord’s obligations with respect to the Reserved Premises and with any obligations with respect to the Sublease Premises not assumed by Subtenant hereunder (collectively, “Sublandlord’s Remaining Obligations”). Sublandlord hereby covenants (1) not to voluntarily surrender the Master Lease to Master Landlord as to the Sublease Premises (except as expressly permitted under this Section 2.4(c) below), and (2) not enter into any amendment or other agreement with respect to the Master Lease which will prevent or adversely affect Subtenant’s use of the Sublease Premises in accordance with the terms of this Sublease, increase Subtenant’s obligations or decrease Subtenant’s rights under this Sublease, shorten the term of this Sublease or increase the rental or any other sums Subtenant is required to pay under this Sublease. Subtenant hereby agrees and acknowledges that, subject to the terms and conditions of this Section 2.4(c) below, Sublandlord shall have the right, in Sublandlord’s sole and absolute discretion, to voluntarily terminate the Master Lease and surrender the Master Lease Premises to Master Landlord at any time during the Sublease Term, in which event this Sublease, and Sublandlord’s obligations under this Sublease, shall terminate as of the effective date of the termination of the Master Lease and Sublandlord shall in no event be liable to Subtenant as a result thereof. Except in the event Sublandlord elects to terminate the Master Lease due to a breach or default by Master Landlord or due to damage or destruction or condemnation of the Master Lease Premises, or applicable portion thereof, pursuant to the terms of Sections 11.2 or 13 of the Master Lease (in which event this Sublease shall automatically terminate concurrently with the termination of the Master Lease and Master Landlord shall have no obligation to allow Subtenant to attorn to Master Landlord as provided below), Sublandlord’s right to voluntarily terminate the Master Lease in accordance with the preceding sentence is conditioned upon Master Landlord’s agreement, as of the effective date of any such termination of the Master Lease, to continue this Sublease with the same force and effect as if Master Landlord, as lessor, and Subtenant, as lessee, had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same terms and conditions as those contained in this Sublease. In such event, (A) Subtenant shall attorn to Master Landlord and, from and after the effective date of any such termination of the Master Lease, Master Landlord and Subtenant shall have the same rights, obligations and remedies under this Sublease as existed between Sublandlord and Subtenant hereunder prior to such effective date, respectively, except that in no event shall Master Landlord be (a) liable for any act or omission of Sublandlord, (b) subject to any offsets or defenses which Subtenant had or might have against Sublandlord, (c) bound by any rent, additional rent or other payment paid by Subtenant to Sublandlord in advance, nor obligated to recognize, or liable in any way for, any security deposit delivered by Subtenant to Sublandlord or (d) bound by any amendment to this Sublease not consented to by Master Landlord, and (B) Sublandlord shall transfer the Security Deposit, or unapplied portion of the Security Deposit, and any prepaid rent to Landlord. (d) Sublandlord represents and warrants that it has full power and authority to enter into this Sublease, subject to the consent of the Master Landlord.

Sublandlord Covenants. Sublandlord hereby covenants as follows: (a) Sublandlord shall payindemnify, when defend and as duehold Subtenant harmless (i) from and against any and all claims to the extent arising out of or in connection with Sublandlord’s use of the Subleased Premises or the Premises, all Base Rentor the conduct of its business or from any activity, Additional Rent and other charges payable work or thing done, permitted or suffered by Sublandlord on or about the Subleased Premises or the Premises, or arising out of the failure of the Sublandlord, its agents, contractors or employees to Master perform any covenant, term or conditions of this Sublease or the Lease to be performed by Sublandlord hereunder or thereunder, provided that this indemnification shall not apply to any such claims that are due to or arise out of the negligence or misconduct of Subtenant, its agents, contractors, employees or invitees and (ii) for all claims, damages and causes of action for which Landlord indemnifies Sublandlord as tenant under the Master Lease. (b) Sublandlord shall perform its within a reasonably prompt time period give Subtenant a copy of any notice of default or termination notice relating to the Subleased Premises given by Sublandlord or Landlord to the other. In addition, Sublandlord covenants and obligations under the Master Lease which do not require for their performance possession of the Sublease Premises agrees that it has provided Subtenant with all prior notices and which are not otherwise to be performed hereunder rules and regulations received by Subtenant, including, without limitation, performing all obligations of the “Tenant” under the Master Lease Sublandlord with respect to Sublandlord’s occupancy of the portion of the Master Lease Subleased Premises that does not include the Sublease Premises (the “Reserved Premises”). For example, Sublandlord shall at all times keep in full force and effect all insurance required to be maintained by Tenant affect Subtenant’s operations under the Master Leasethis Sublease. (c) Throughout the term of this Sublease, Sublandlord covenants shall fulfill its obligations to make payment of all rent and other charges due to Landlord under the Lease, and agrees not to do or suffer or permit anything to be done to the extent that it will maintain would result in a default under or cause the Master Sublease or the Lease during to be terminated or forfeited. Sublandlord shall not voluntarily terminate the entire Sublease Term, subject, however, Lease or do or fail to any earlier do anything to the extent that it would result in the termination of the Master Lease without or the fault of Sublandlord, and to comply with Sublease or perform or cause to be performed Sublandlordwhich will increase Subtenant’s obligations with respect to Sublandlord or Landlord. Sublandlord shall not amend the Lease, to the Reserved Premises and with any obligations with respect to extent that it would adversely change Subtenant’s tenancy under the Sublease Premises not assumed by Subtenant hereunder (collectively, “Sublandlord’s Remaining Obligations”). Sublandlord hereby covenants (1) not to voluntarily surrender the Master Lease to Master Landlord as to the Sublease Premises (except as expressly permitted under this Section 2.4(c) below), and (2) not enter into any amendment or other agreement with respect to the Master Lease which will prevent or adversely affect Subtenant’s use of the Sublease Premises in accordance with Subleased Premises, without the terms prior written approval of this SubleaseSubtenant, increase Subtenant’s obligations which Subtenant shall not unreasonably withhold, condition or decrease Subtenant’s rights under this Sublease, shorten the term of this Sublease or increase the rental or any other sums Subtenant is required to pay under this Subleasedelay. Subtenant hereby agrees and acknowledges that, subject to the terms and conditions of this Section 2.4(c) below, Sublandlord shall have the rightindemnify and hold Subtenant harmless from and against any and all claims, in Sublandlord’s sole and absolute discretionliabilities, to voluntarily terminate the Master Lease and surrender the Master Lease Premises to Master Landlord at any time during the Sublease Termlosses, in which event this Subleasedamage, and Sublandlord’s obligations under this Subleasedemands, shall terminate as of the effective date of the termination of the Master Lease and Sublandlord shall in no event be liable to Subtenant as a result thereof. Except in the event Sublandlord elects to terminate the Master Lease due to a expenses for breach or default by Master Landlord or due to damage or destruction or condemnation on the part of the Master Sublandlord hereunder which causes the Sublease or Lease Premises, to be terminated or applicable portion thereof, pursuant to the terms of Sections 11.2 or 13 of the Master Lease (in which event this Sublease shall automatically terminate concurrently with the termination of the Master Lease and Master Landlord shall have no obligation to allow Subtenant to attorn to Master Landlord as provided below), Sublandlord’s right to voluntarily terminate the Master Lease in accordance with the preceding sentence is conditioned upon Master Landlord’s agreement, as of the effective date of any such termination of the Master Lease, to continue this Sublease with the same force and effect as if Master Landlord, as lessor, and Subtenant, as lessee, had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same terms and conditions as those contained in this Sublease. In such event, (A) Subtenant shall attorn to Master Landlord and, from and after the effective date of any such termination of the Master Lease, Master Landlord and Subtenant shall have the same rights, obligations and remedies under this Sublease as existed between Sublandlord and Subtenant hereunder prior to such effective date, respectively, except that in no event shall Master Landlord be (a) liable for any act or omission of Sublandlord, (b) subject to any offsets or defenses which Subtenant had or might have against Sublandlord, (c) bound by any rent, additional rent or other payment paid by Subtenant to Sublandlord in advance, nor obligated to recognize, or liable in any way for, any security deposit delivered by Subtenant to Sublandlord or (d) bound by any amendment to this Sublease not consented to by Master Landlord, and (B) Sublandlord shall transfer the Security Deposit, or unapplied portion of the Security Deposit, and any prepaid rent to Landlordforfeited. (d) Sublandlord represents and warrants that it has full power and authority to enter into this Sublease, subject to the consent of the Master Landlord. Sublandlord covenants that Subtenant shall and may peacefully and quietly have, hold and enjoy the Subleased Premises for the Term, free from any interference or hindrance by Sublandlord, or by any person claiming by, through, or under Sublandlord, but subject to the exceptions, reservations and conditions hereof.

Sublandlord Covenants. (a) So long as Subtenant is not in default under this Master Sublease beyond any applicable notice and cure periods, Sublandlord shall pay, pay to each Master Landlord promptly when and as due, due all Base Rent, Additional Rent rent and other charges payable reserved and covenanted to be paid by the "tenant" under the applicable Prime Lease, and any failure by Sublandlord to pay such amounts to a Master Landlord when due (and the continuation of such failure beyond any applicable notice and cure periods expressed in the applicable Prime Lease) shall constitute a default by Sublandlord of its obligations under this Master Sublease. Subtenant may pay all rent and other charges to be paid by it hereunder in connection with the Prime Lease directly to the applicable Master Landlord in the event it receives notice from such Master Landlord of a default by Sublandlord and Sublandlord's failure to cure same within any applicable notice and cure period. Where in a Prime Lease there are duties and obligations owed by a Master Landlord to Sublandlord that are necessary for the proper use and enjoyment of the applicable Leased Property by Subtenant under this Master Sublease, Sublandlord shall use reasonable efforts to obtain the performance of such duties and obligations by such Master Landlord in favor of Subtenant, but Sublandlord shall not be liable to Subtenant for the failure of the such Master Landlord to perform said duties and obligations or for the result of such failure. The only services or rights to which Subtenant is entitled hereunder are those to which Sublandlord is entitled under the applicable Prime Lease, and for all such services and rights Subtenant shall look solely to the applicable Master Landlord under the Master applicable Prime Lease. (b) Sublandlord shall perform its covenants and obligations under the Master Lease which do not require for their performance possession of the Sublease Premises and which are not otherwise to be performed hereunder by Subtenant, including, without limitation, performing all obligations of the “Tenant” under the Master Lease with respect to Sublandlord’s occupancy of the portion of the Master Lease Premises that does not include the Sublease Premises (the “Reserved Premises”). For example, Sublandlord shall at all times keep in full force and effect all insurance required to be maintained by Tenant under the Master Lease. (c) Sublandlord covenants that it will maintain the Master Lease during the entire Sublease Term, subject, however, to any earlier termination of the Master Lease without the fault of Sublandlord, and to comply with or perform or cause to be performed Sublandlord’s obligations with respect to the Reserved Premises and with any obligations with respect to the Sublease Premises not assumed by Subtenant hereunder (collectively, “Sublandlord’s Remaining Obligations”). Sublandlord hereby covenants (1) not to voluntarily surrender the Master Lease to Master Landlord as to the Sublease Premises (except as expressly permitted under this Section 2.4(c) below), and (2) not enter into any amendment or other agreement with respect to the Master Lease which will prevent or adversely affect Subtenant’s use of the Sublease Premises in accordance with the terms of this Sublease, increase Subtenant’s obligations or decrease Subtenant’s rights under this Sublease, shorten the term of this Sublease or increase the rental or any other sums Subtenant is required to pay under this Sublease. Subtenant hereby agrees and acknowledges that, subject to the terms and conditions of this Section 2.4(c) below, Sublandlord shall have the right, in Sublandlord’s sole and absolute discretion, to voluntarily terminate the Master Lease and surrender the Master Lease Premises to Master Landlord at any time during the Sublease Term, in which event this Sublease, and Sublandlord’s obligations under this Sublease, shall terminate as of the effective date of the termination of the Master Lease and Sublandlord shall in no event be liable to Subtenant as a result thereof. Except in the event Sublandlord elects to terminate the Master Lease due to a breach or default by Master Landlord or due to damage or destruction or condemnation of the Master Lease Premises, or applicable portion thereof, pursuant to the terms of Sections 11.2 or 13 of the Master Lease (in which event this Sublease shall automatically terminate concurrently with the termination of the Master Lease and Master Landlord shall have no obligation to allow Subtenant to attorn to Master Landlord as provided below), Sublandlord’s right to voluntarily terminate the Master Lease in accordance with the preceding sentence is conditioned upon Master Landlord’s agreement, as of the effective date of any such termination of the Master Lease, to continue this Sublease with the same force and effect as if Master Landlord, as lessor, and Subtenant, as lessee, had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same terms and conditions as those contained in this Sublease. In such event, (A) Subtenant shall attorn to Master Landlord and, from and after the effective date of any such termination of the Master Lease, Master Landlord and Subtenant shall have the same rights, obligations and remedies under this Sublease as existed between Sublandlord and Subtenant hereunder prior to such effective date, respectively, except that in no event shall Master Landlord be (a) liable for any act or omission of Sublandlord, (b) subject to any offsets or defenses which Subtenant had or might have against Sublandlord, (c) bound by any rent, additional rent or other payment paid by Subtenant to Sublandlord in advance, nor obligated to recognize, or liable in any way for, any security deposit delivered by Subtenant to Sublandlord or (d) bound by any amendment to this Sublease not consented to by Master Landlord, and (B) Sublandlord shall transfer the Security Deposit, or unapplied portion of the Security Deposit, and any prepaid rent to Landlord. (d) Sublandlord represents and warrants that it has full power and authority to enter into this Sublease, subject to the consent of the Master Landlord.

Sublandlord Covenants. (a) Sublandlord shall pay, when and as due, all Base Rent, Additional Rent and other charges payable by Sublandlord agrees to Master Landlord under the Master Lease. (b) Sublandlord shall perform its covenants and obligations under the Master Lease which do not require for their performance possession of the Sublease Premises and which are not otherwise to be performed hereunder by Subtenant, including, without limitation, performing all obligations of the “Tenant” under the Master Lease with respect to Sublandlord’s occupancy of the portion of the Master Lease Premises that does not include the Sublease Premises (the “Reserved Premises”). For example, Sublandlord shall at all times keep in full force and effect all insurance required to be maintained by Tenant under the Master Lease. (c) Sublandlord covenants that it will maintain the Master Lease during the entire Sublease Termterm of this Sublease, subject, however, to any earlier termination of the Master Lease without the fault of the Sublandlord. Sublandlord shall timely pay to Landlord all Rent and other sums which are due Landlord under the Lease and Sublandlord shall not do, and to comply with or perform or cause permit to be performed Sublandlord’s obligations with respect done, anything that would result in an increase in any of the rents, additional rents, or any other sums or charges payable by Subtenant under this Sublease or any other obligation or liability of Subtenant under this Sublease (except to the Reserved Premises and with any obligations with respect extent Sublandlord agrees to pay such costs) or anything that would constitute a default under the Sublease Premises not assumed by Subtenant hereunder (collectively, “Sublandlord’s Remaining Obligations”). Lease or omit to do anything that Sublandlord hereby covenants (1) not is obligated to voluntarily surrender the Master Lease to Master Landlord as to the Sublease Premises (except as expressly permitted do under this Section 2.4(c) below), and (2) not enter into any amendment or other agreement with respect to the Master Lease which will prevent or adversely affect Subtenant’s use of the Sublease Premises in accordance with the terms of this Sublease, increase Subtenant’s obligations or decrease Subtenant’s rights under this Sublease, shorten the term of this Sublease or increase the rental Lease so as to cause there to be a default under the Lease or any other sums Subtenant is required cause the Lease to pay under this Subleasebe terminated. Subtenant hereby agrees and acknowledges that, subject to the terms and conditions of this Section 2.4(c) below, Sublandlord shall have the right, in Sublandlord’s sole and absolute discretion, to not voluntarily terminate the Master Lease and surrender the Master Lease Premises to Master Landlord at any time during the Sublease Term, in which event this Sublease, and Sublandlord’s obligations under this Sublease, shall terminate as of the effective date of or voluntarily cause the termination of the Master Lease and Sublandlord shall in no event be liable Lease, unless Landlord agrees to Subtenant as enter into a result thereof. Except in the event Sublandlord elects to terminate the Master Lease due to a breach or default by Master Landlord or due to damage or destruction or condemnation direct lease of the Master Lease Premises, or applicable portion thereof, pursuant to the terms of Sections 11.2 or 13 of the Master Lease (in which event this Sublease shall automatically terminate concurrently Subleased Premises with the termination of the Master Lease and Master Landlord shall have no obligation to allow Subtenant to attorn to Master Landlord as provided below), Sublandlord’s right to voluntarily terminate the Master Lease in accordance with the preceding sentence is conditioned upon Master Landlord’s agreement, as of the effective date of any such termination of the Master Lease, to continue this Sublease with the same force and effect as if Master Landlord, as lessor, and Subtenant, as lessee, had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing under the same terms and conditions as those contained in this Sublease. In such eventSublease other than the amounts of rent payable thereunder, which amounts shall be increased to the amounts which were payable under the Lease (A) Subtenant shall attorn to Master Landlord andthe extent required by Landlord), from and after for the effective date of any such termination balance of the Master Lease, Master Landlord and Subtenant shall have the same rights, obligations and remedies under this Sublease as existed between Sublandlord and Subtenant hereunder prior to such effective date, respectivelyTerm, except that in no the event such voluntary surrender or termination is the result of a casualty or condemnation, in which case the provisions regarding Landlord's and Subtenant's respective rights regarding casualty and condemnation shall Master Landlord be (a) liable for any act or omission governed by the provisions of Sublandlord, (b) subject to any offsets or defenses which Subtenant had or might have against Sublandlord, (c) bound by any rent, additional rent or other payment paid by Subtenant to Sublandlord in advance, nor obligated to recognize, or liable in any way for, any security deposit delivered by Subtenant to Sublandlord or (d) bound by any amendment to this Sublease not consented to by Master Landlord, Article 17 and (B) Sublandlord shall transfer the Security Deposit, or unapplied portion 18 of the Security Deposit, and any prepaid rent to LandlordLease. (d) Sublandlord represents and warrants that it has full power and authority to enter into this Sublease, subject to the consent of the Master Landlord.

Sublandlord Covenants. The Sublandlord represents and warrants to the Subtenant that, as of the date hereof: (a) Sublandlord shall pay, when the Existing Lease is in full force and as due, all Base Rent, Additional Rent and other charges payable by Sublandlord to Master Landlord under the Master Lease.effect; (b) Sublandlord shall perform its covenants and obligations under the Master Lease which do not require for their performance possession there is no breach or outstanding notice of breach of any of the Sublease Premises and which are not otherwise covenants or conditions contained in the Existing Lease on the part of either the Sublandlord or, to the best of the Sublandlord’s knowledge, the Head Landlord, to be performed hereunder and that the Sublandlord has no knowledge of any claim by Subtenant, including, without limitation, performing all obligations the Head Landlord that the Sublandlord is in default or breach of any of the “Tenant” under the Master Lease with respect to Sublandlord’s occupancy provisions of the portion of the Master Lease Premises that does not include the Sublease Premises (the “Reserved Premises”). For example, Sublandlord shall at all times keep in full force and effect all insurance required to be maintained by Tenant under the Master Existing Lease.; (c) the Sublandlord covenants that it will maintain has the Master Lease during the entire Sublease Term, subject, however, to any earlier termination of the Master Lease without the fault of Sublandlord, and to comply with or perform or cause to be performed Sublandlord’s obligations with respect to the Reserved Premises and with any obligations with respect to the Sublease Premises not assumed by Subtenant hereunder (collectively, “Sublandlord’s Remaining Obligations”). Sublandlord hereby covenants (1) not to voluntarily surrender the Master Lease to Master Landlord as to the Sublease Premises (except as expressly permitted under this Section 2.4(c) below), and (2) not enter into any amendment or other agreement with respect to the Master Lease which will prevent or adversely affect Subtenant’s use of the Sublease Premises in accordance with the terms of this Sublease, increase Subtenant’s obligations or decrease Subtenant’s rights under this Sublease, shorten the term of this Sublease or increase the rental or any other sums Subtenant is required to pay under this Sublease. Subtenant hereby agrees and acknowledges that, subject to the terms and conditions of this Section 2.4(c) below, Sublandlord shall have the right, in Sublandlord’s sole and absolute discretion, to voluntarily terminate the Master Lease and surrender the Master Lease Premises to Master Landlord at any time during the Sublease Term, in which event this Sublease, and Sublandlord’s obligations under this Sublease, shall terminate as of the effective date of the termination of the Master Lease and Sublandlord shall in no event be liable to Subtenant as a result thereof. Except in the event Sublandlord elects to terminate the Master Lease due to a breach or default by Master Landlord or due to damage or destruction or condemnation of the Master Lease Premises, or applicable portion thereof, pursuant to the terms of Sections 11.2 or 13 of the Master Lease (in which event this Sublease shall automatically terminate concurrently with the termination of the Master Lease and Master Landlord shall have no obligation to allow Subtenant to attorn to Master Landlord as provided below), Sublandlord’s right to voluntarily terminate the Master Lease in accordance with the preceding sentence is conditioned upon Master Landlord’s agreement, as of the effective date of any such termination of the Master Lease, to continue this Sublease with the same force and effect as if Master Landlord, as lessor, and Subtenant, as lessee, had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same terms and conditions as those contained in this Sublease. In such event, (A) Subtenant shall attorn to Master Landlord and, from and after the effective date of any such termination of the Master Lease, Master Landlord and Subtenant shall have the same rights, obligations and remedies under this Sublease as existed between Sublandlord and Subtenant hereunder prior to such effective date, respectively, except that in no event shall Master Landlord be (a) liable for any act or omission of Sublandlord, (b) subject to any offsets or defenses which Subtenant had or might have against Sublandlord, (c) bound by any rent, additional rent or other payment paid by Subtenant to Sublandlord in advance, nor obligated to recognize, or liable in any way for, any security deposit delivered by Subtenant to Sublandlord or (d) bound by any amendment to this Sublease not consented to by Master Landlord, and (B) Sublandlord shall transfer the Security Deposit, or unapplied portion of the Security Deposit, and any prepaid rent to Landlord. (d) Sublandlord represents and warrants that it has full power and authority to enter into and grant this Sublease, subject only to the consent of the Master Landlord.Head Landlord which will be sought by the Sublandlord in accordance with the terms of the Existing Lease; and (d) indemnify and save harmless the Subtenant from all actions, suits, costs, losses, charges, demands and expenses which may be suffered, or incurred by the Subtenant as a result of (i) a breach by the Sublandlord of any of the terms, covenants and conditions contained in this Sublease and/or the Existing Lease, unless such breach was caused or contributed to by the Subtenant or those for whom the Subtenant is in law responsible, and (ii) a negligent or wilful wrongful act or omission of the Sublandlord or those for whom the Sublandlord is in law responsible. SUBTENANT: With authority, the undersigned hereby executes this Offer to Sublease: Dated at Ocala this 28 day of June, 2007. City SIGNED, SEALED & DELIVERED ) Intellon Corporation ) per: /s/ Xxxx Xxxxxxx ) Subtenant’s Signature ) Xxxx Xxxxxxx Please Print Name

Sublandlord Covenants. (a) Sublandlord shall pay, when and as due, all Base Rent, Additional Rent and other charges payable by Sublandlord to Master Landlord under the Master Lease. (b) Sublandlord shall perform its covenants and obligations under the Master Lease which do not require for their performance possession of the Sublease Premises and which are not otherwise to be performed hereunder by Subtenant, including, without limitation, performing all obligations of the “Tenant” under the Master Lease with respect to Sublandlord’s occupancy of the portion of the Master Lease Premises that does not include the Sublease Premises (the “Reserved Premises”). For example, Sublandlord shall at all times keep in full force and effect all insurance required to be maintained by Tenant under the Master Lease. (c) Sublandlord covenants that it will maintain the Master Lease during the entire Sublease Term, subject, however, to any earlier termination of the Master Lease without the fault of Sublandlord, and to comply with or perform or cause to be performed Sublandlord’s obligations with respect to the Reserved Premises and with any obligations with respect to the Sublease Subleased Premises not assumed by Subtenant hereunder (collectively, “Sublandlord’s Remaining Obligations”), and to indemnify Subtenant against and hold Subtenant harmless from all Claims arising out of (a) Sublandlord’s failure to comply with or perform Sublandlord’s Remaining Obligations, and (b) termination or forefeiture of the Master Lease resulting from Sublandlord’s default thereunder. Sublandlord shall use commercially reasonable efforts to cause the Master Landlord to perform its obligations under the Master Lease, and shall cooperate with Subtenant in its efforts to obtain such performance. Sublandlord hereby covenants (1) not to voluntarily surrender the Master Lease to Master Landlord as to the Sublease Premises (except as expressly permitted under this Section 2.4(c) below)Subleased Premises, and (2) not enter into any amendment or other agreement with respect to the Master Lease which that will prevent or adversely affect Subtenant’s the use by Subtenant of the Sublease Subleased Premises in accordance with the terms of this Sublease, increase Subtenant’s the obligations of Subtenant or decrease Subtenant’s the rights of Subtenant under this Sublease, shorten the term of this Sublease or increase the rental or any other sums Subtenant is required to pay be paid by Subtenant under this Sublease. Subtenant hereby agrees and acknowledges that, subject to the terms and conditions of this Section 2.4(c) below, Sublandlord shall have the right, in Sublandlord’s sole and absolute discretion, to voluntarily terminate the Master Lease and surrender the Master Lease Premises to Master Landlord at any time during the Sublease Term, in which event this Sublease, and Sublandlord’s obligations under this Sublease, shall terminate as of the effective date of the termination of the Master Lease and Sublandlord shall in no event be liable to Subtenant as a result thereof. Except in the event Sublandlord elects to terminate the Master Lease due to a breach or default by Master Landlord or due to damage or destruction or condemnation of the Master Lease Premises, or applicable portion thereof, pursuant to the terms of Sections 11.2 or 13 of the Master Lease (in which event this Sublease shall automatically terminate concurrently with the termination of the Master Lease and Master Landlord shall have no obligation to allow Subtenant to attorn to Master Landlord as provided below), Sublandlord’s right to voluntarily terminate the Master Lease in accordance with the preceding sentence is conditioned upon Master Landlord’s agreement, as of the effective date of any such termination of the Master Lease, to continue this Sublease with the same force and effect as if Master Landlord, as lessor, and Subtenant, as lessee, had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same terms and conditions as those contained in this Sublease. In such event, (A) Subtenant shall attorn to Master Landlord and, from and after the effective date of any such termination of the Master Lease, Master Landlord and Subtenant shall have the same rights, obligations and remedies under this Sublease as existed between Sublandlord and Subtenant hereunder prior to such effective date, respectively, except that in no event shall Master Landlord be (a) liable for any act or omission of Sublandlord, (b) subject to any offsets or defenses which Subtenant had or might have against Sublandlord, (c) bound by any rent, additional rent or other payment paid by Subtenant to Sublandlord in advance, nor obligated to recognize, or liable in any way for, any security deposit delivered by Subtenant to Sublandlord or (d) bound by any amendment to this Sublease not consented to by Master Landlord, and (B) Sublandlord shall transfer the Security Deposit, or unapplied portion of the Security Deposit, and any prepaid rent to Landlord. (d) Sublandlord represents and warrants that it has full power and authority to enter into this Sublease, subject to the consent of the Master Landlord.

Sublandlord Covenants. Sublandlord hereby covenants and agrees for the Subtenant’s benefit as follows: (ai) Sublandlord shall pay, when and as due, To timely pay all Base Rent, Additional Rent and any other charges payable by Sublandlord amounts due to Master Landlord Prime Lessor or otherwise under the Master Prime Lease (as these terms are defined in the Prime Lease.), except to the extent that Subtenant has notified Sublandlord that Subtenant is paying such sums directly to Prime Lessor; (bii) Sublandlord shall perform its covenants and obligations will not exercise the renewal options presently provided for under the Master Lease which do not require for their performance possession Section 6.1 of the Sublease Premises and Prime Lease (which are not otherwise Section 6.1 of the Prime Lease is incorrectly referred to be performed hereunder by Subtenantas Section 2.10 of the First Amendment); (iii) Not to voluntarily cause, includingpermit or consent to the early termination or alteration of the Prime Lease, without limitation, performing all obligations of the “Tenant” under the Master Lease with respect to Sublandlordfirst obtaining Subtenant’s occupancy of the portion of the Master Lease Premises that does not include the Sublease Premises (the “Reserved Premises”). For example, Sublandlord shall at all times keep consent which may be withheld in full force and effect all insurance required to be maintained by Tenant under the Master Lease.Subtenant’s sole discretion; (civ) Sublandlord covenants that it will maintain Subtenant shall and may peacefully have, hold and enjoy the Master Lease during the entire Sublease Term, subject, however, to Premises free from any earlier termination of the Master Lease without the fault of person claiming a right thereto through Sublandlord, and to comply with or perform or cause to be performed Sublandlord’s obligations with respect to the Reserved Premises and with any obligations with respect to the Sublease Premises not assumed by Subtenant hereunder (collectively, “Sublandlord’s Remaining Obligations”). Sublandlord hereby covenants (1) not to voluntarily surrender the Master Lease to Master Landlord as to the Sublease Premises (except as expressly permitted under this Section 2.4(c) below), and (2) not enter into any amendment or other agreement with respect to the Master Lease which will prevent or adversely affect Subtenant’s use of the Sublease Premises in accordance with the terms of this Sublease, increase Subtenant’s obligations or decrease Subtenant’s rights under this Sublease, shorten the term of this Sublease or increase the rental or any other sums Subtenant is required to pay under this Sublease. Subtenant hereby agrees and acknowledges that, subject to the terms and conditions of this Section 2.4(cSublease and the Prime Lease, provided Subtenant pays the Monthly Rent and Additional Rent and fully performs all of its covenants and agreements; and (v) belowTo immediately deliver to Sublandlord written copies of all notices it receives from the Prime Lessor relating to the Premises, this Sublease or otherwise under the Prime Lease; (vi) Upon request of Subtenant, to use every reasonable effort to cause Prime Lessor to perform its obligations under the Prime Lease. Notwithstanding any limitation stated in the foregoing, Sublandlord shall have the right, in Sublandlord’s sole and absolute discretion, commence legal action to voluntarily terminate the Master Lease and surrender the Master Lease Premises compel Prime Lessor to Master Landlord at any time during the Sublease Term, in which event this Sublease, and Sublandlord’s obligations under this Sublease, shall terminate as cure its breach of the effective date Prime Lease (A) promptly after receiving a written request from the Subtenant when such breach materially interferes with Subtenant’s access to the Premises, use of the termination Premises or otherwise operating its business from the Premises; or (B) for any other reason, promptly after receiving a written request from Subtenant, at Subtenant’s expense; provided, however, that Subtenant shall reimburse Sublandlord for its costs in connection therewith, but Subtenant shall be entitled to reimbursement from Prime Lessor of the Master Lease and Sublandlord shall in no event be liable to Subtenant as a result thereof. Except in the event Sublandlord elects to terminate the Master Lease due to a breach or default by Master Landlord or due to damage or destruction or condemnation of the Master Lease Premises, or applicable portion thereof, such costs pursuant to the terms of Sections 11.2 or 13 of the Master Lease (in which event this Sublease shall automatically terminate concurrently with the termination of the Master Lease and Master Landlord shall have no obligation to allow Subtenant to attorn to Master Landlord as provided below), Sublandlord’s right to voluntarily terminate the Master Lease in accordance with the preceding sentence is conditioned upon Master Landlord’s agreement, as of the effective date of any such termination of the Master Prime Lease, to continue this Sublease with the same force and effect as if Master Landlord, as lessor, and Subtenant, as lessee, had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same terms and conditions as those contained in this Sublease. In such event, (A) Subtenant shall attorn to Master Landlord and, from and after the effective date of any such termination of the Master Lease, Master Landlord and Subtenant shall have the same rights, obligations and remedies under this Sublease as existed between Sublandlord and Subtenant hereunder prior to such effective date, respectively, except that in no event shall Master Landlord be (a) liable for any act or omission of Sublandlord, (b) subject to any offsets or defenses which Subtenant had or might have against Sublandlord, (c) bound by any rent, additional rent or other payment paid by Subtenant to Sublandlord in advance, nor obligated to recognize, or liable in any way for, any security deposit delivered by Subtenant to Sublandlord or (d) bound by any amendment to this Sublease not consented to by Master Landlord, and (B) Sublandlord shall transfer the Security Deposit, or unapplied portion of the Security Deposit, and any prepaid rent to Landlord. (d) Sublandlord represents and warrants that it has full power and authority to enter into this Sublease, subject to the consent of the Master Landlord.

Sublandlord Covenants. (a) Provided that Subtenant is not in Default, Sublandlord shall pay, when and as due, all Base Rent, Additional Rent and other charges payable by Sublandlord to Master Landlord under not without the Master Lease. prior approval of Subtenant (bwhich approval shall not be unreasonably withheld) Sublandlord shall perform its covenants and obligations under (i) voluntarily terminate the Master Lease which do not require for their performance possession of the while this Sublease Premises and which are not otherwise to be performed hereunder by Subtenant, including, without limitation, performing all obligations of the “Tenant” under the Master Lease with respect to Sublandlord’s occupancy of the portion of the Master Lease Premises remains in effect or (ii) enter into any agreement (including any amendment hereto) that does not include the Sublease Premises (the “Reserved Premises”). For example, Sublandlord shall at all times keep in full force and effect all insurance required to be maintained by Tenant under the Master Lease. (c) Sublandlord covenants that it will maintain the Master Lease during the entire Sublease Term, subject, however, to any earlier termination of the Master Lease without the fault of Sublandlord, and to comply with or perform or cause to be performed Sublandlord’s obligations with respect to the Reserved Premises and with any obligations with respect to the Sublease Premises not assumed by Subtenant hereunder (collectively, “Sublandlord’s Remaining Obligations”). Sublandlord hereby covenants (1) not to voluntarily surrender either the Master Lease to Master Landlord as be terminated while this Sublease remains in effect or the Subleased Premises to be surrendered prior to the Sublease expiration of the Term hereof except in connection with a Landlord default beyond notice and cure periods or the casualty or condemnation provisions set forth in the Master Lease. The “reasonableness” standard of approval with respect to clauses (i) and (ii) set forth in the preceding sentence will automatically be deemed modified to be one of “sole and absolute discretion” if (and only if) Subtenant exercises the Expansion Option or otherwise subleases the entirety of the Building for the Term. If, after entering into this Sublease, Sublandlord engages in any assignment, sublease or other transfer of its interest in the Master Lease that would entitle Landlord to exercise Landlord’s right to recapture the Subleased Premises (except as expressly permitted or terminate the Master Lease under this Section 2.4(c10(h) below)of the Master Lease, and (2) Landlord actually elects to exercise such right, then Sublandlord shall timely withdraw the subject Transfer Notice following receipt of Landlord’s notice of such election to terminate the Master Lease. Sublandlord shall not enter into any amendment or other agreement with respect to the Master Lease which that will (A) prevent or materially adversely affect Subtenant’s the use by Subtenant of the Sublease Premises in accordance with Subleased Premises, Building, Common Areas or Land, (B) materially increase the terms obligations of this Sublease, increase Subtenant’s obligations Subtenant or materially decrease Subtenant’s the rights of Subtenant under this Sublease, shorten the term of this Sublease or (C) increase the rental or any other sums Subtenant is required to pay be paid by Subtenant under this Sublease, other than to an immaterial extent, in each case without the prior written consent of Subtenant, which consent may be granted or withheld in Subtenant’s sole and absolute discretion with respect to such enumerated matters. Subtenant hereby agrees and acknowledges that, subject to the terms and conditions of this Section 2.4(c) below, Sublandlord shall have the rightright in Sublandlord’s reasonable discretion to enter into any other amendment or other agreement with respect to the Master Lease. If (and only if) Subtenant exercises the Expansion Option or otherwise subleases the entirety of the Building for the Term, and provided that Subtenant is not in Default, Sublandlord shall not renew or otherwise extend the Term of the Master Lease (or otherwise occupy the Premises after July 31, 2030), or purchase or otherwise acquire the Building while this Sublease remains in effect, in each case without the consent of Subtenant, to be granted or withheld in Subtenant’s sole and absolute discretion; if Subtenant does not exercise the Expansion Option or otherwise is not subleasing the entirety of the Building for the Term, or is in Default, then Sublandlord shall be allowed to take any such actions in Sublandlord’s sole and absolute discretion, to voluntarily terminate the Master Lease and surrender the Master Lease Premises to Master Landlord at any time during the Sublease Term, in which event this Sublease, and Sublandlord’s obligations under this Sublease, shall terminate as of the effective date of the termination of the Master Lease and Sublandlord shall in no event be liable to Subtenant as a result thereof. Except in the event Sublandlord elects to terminate the Master Lease due to a breach or default by Master Landlord or due to damage or destruction or condemnation of the Master Lease Premises, or applicable portion thereof, pursuant to the terms of Sections 11.2 or 13 of the Master Lease (in which event this Sublease shall automatically terminate concurrently with the termination of the Master Lease and Master Landlord shall have no obligation to allow Subtenant to attorn to Master Landlord as provided below), Sublandlord’s right to voluntarily terminate the Master Lease in accordance with the preceding sentence is conditioned upon Master Landlord’s agreement, as of the effective date of any such termination of the Master Lease, to continue this Sublease with the same force and effect as if Master Landlord, as lessor, and Subtenant, as lessee, had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same terms and conditions as those contained in this Sublease. In such event, (A) Subtenant shall attorn to Master Landlord and, from and after the effective date of any such termination of the Master Lease, Master Landlord and Subtenant shall have the same rights, obligations and remedies under this Sublease as existed between Sublandlord and Subtenant hereunder prior to such effective date, respectively, except that in no event shall Master Landlord be (a) liable for any act or omission of Sublandlord, (b) subject to any offsets or defenses which Subtenant had or might have against Sublandlord, (c) bound by any rent, additional rent or other payment paid by Subtenant to Sublandlord in advance, nor obligated to recognize, or liable in any way for, any security deposit delivered by Subtenant to Sublandlord or (d) bound by any amendment to this Sublease not consented to by Master Landlord, and (B) Sublandlord shall transfer the Security Deposit, or unapplied portion of the Security Deposit, and any prepaid rent to Landlord. (d) Sublandlord represents and warrants that it has full power and authority to enter into this Sublease, subject to the consent of the Master Landlord.

Sublandlord Covenants. (a) Sublandlord shall pay, when and as due, all Base Rent, Additional Rent and other charges payable by Sublandlord covenants to Master Landlord under the Master Lease. (b) Sublandlord shall perform its covenants and obligations under the Master Lease (subject to the obligations of Subtenant as set forth in this Sublease). Furthermore, Sublandlord covenants not to take any action or do or perform any act or fail to perform any act which do not require for their performance possession would result in the failure or breach of any of the Sublease Premises covenants, agreements, terms, provisions or conditions of the Master Lease on the part of the tenant thereunder (subject to the obligations of Subtenant as set forth in this Sublease). Sublandlord shall indemnify, defend, protect, and which are not otherwise to be performed hereunder by Subtenanthold Subtenant harmless from and against, any and all losses, costs, claims, damages, expenses and liabilities (including, without limitation, performing all reasonable attorneys' fees, costs and disbursements), arising from any default by Sublandlord in the performance of any of Sublandlord's obligations of the “Tenant” under this Sublease or the Master Lease with respect (subject to Sublandlord’s occupancy the obligations of the portion Subtenant as set forth in this Sublease). Sublandlord represents and agrees that: (i) subject to Section 5.5 below, Sublandlord has delivered to Subtenant a current copy of the Master Lease and there are no other agreements between Sublandlord and Landlord relating to the Subleased Premises that does not include which will adversely affect or diminish the Sublease Premises rights of Subtenant or impose any greater obligations on Subtenant than as expressly stated therein; (ii) as of the “Reserved Premises”). For exampledate of this Sublease, Sublandlord shall at all times keep the Master Lease is in full force and effect all insurance required to be maintained by Tenant under effect, and Sublandlord is not now, and as of the Master Lease. Sublease Commencement Date will not be, in default thereunder; (ciii) Sublandlord covenants that it will maintain the Master Lease during the entire Sublease Term, subject, however, to any earlier termination provisions of the Master Lease without the fault of Sublandlordshall not be waived, and to comply with modified, amended or perform or cause to be performed Sublandlord’s obligations with respect to the Reserved Premises and with surrendered by Sublandlord in any obligations with respect to the Sublease Premises not assumed by Subtenant hereunder (collectively, “Sublandlord’s Remaining Obligations”). Sublandlord hereby covenants (1) not to voluntarily surrender the Master Lease to Master Landlord manner so as to the Sublease Premises (except as expressly permitted under this Section 2.4(c) below), and (2) not enter into any amendment or other agreement with respect to the Master Lease which will prevent or adversely affect Subtenant’s the use by Subtenant of the Sublease Subleased Premises in accordance with the terms of this Sublease, increase Subtenant’s nor as to impose any greater obligations on Subtenant than as imposed hereunder, without the prior written consent of Subtenant in each instance; and (iv) Sublandlord has no actual knowledge of any claim by Landlord that Sublandlord is in default or decrease Subtenant’s rights under this Sublease, shorten the term breach of this Sublease or increase the rental or any other sums Subtenant is required to pay under this Sublease. Subtenant hereby agrees and acknowledges that, subject to the terms and conditions of this Section 2.4(c) below, Sublandlord shall have the right, in Sublandlord’s sole and absolute discretion, to voluntarily terminate the Master Lease and surrender the Master Lease Premises to Master Landlord at any time during the Sublease Term, in which event this Sublease, and Sublandlord’s obligations under this Sublease, shall terminate as of the effective date of the termination provisions of the Master Lease and Sublandlord shall in no event be liable to Subtenant as a result thereof. Except in the event Sublandlord elects to terminate the Master Lease due to a breach or default by Master Landlord or due to damage or destruction or condemnation of the Master Lease Premises, or applicable portion thereof, pursuant to the terms of Sections 11.2 or 13 of the Master Lease (in which event this Sublease shall automatically terminate concurrently with the termination of the Master Lease and Master Landlord shall have no obligation to allow Subtenant to attorn to Master Landlord as provided below), Sublandlord’s right to voluntarily terminate the Master Lease in accordance with the preceding sentence is conditioned upon Master Landlord’s agreement, as of the effective date of any such termination of the Master Lease, to continue this Sublease with the same force and effect as if Master Landlord, as lessor, and Subtenant, as lessee, had entered into a lease as of such effective date for a term equal to the then unexpired term of this Sublease and containing the same terms and conditions as those contained in this Sublease. In such event, (A) Subtenant shall attorn to Master Landlord and, from and after the effective date of any such termination of the Master Lease, Master Landlord and Subtenant shall have the same rights, obligations and remedies under this Sublease as existed between Sublandlord and Subtenant hereunder prior to such effective date, respectively, except that in no event shall Master Landlord be (a) liable for any act or omission of Sublandlord, (b) subject to any offsets or defenses which Subtenant had or might have against Sublandlord, (c) bound by any rent, additional rent or other payment paid by Subtenant to Sublandlord in advance, nor obligated to recognize, or liable in any way for, any security deposit delivered by Subtenant to Sublandlord or (d) bound by any amendment to this Sublease not consented to by Master Landlord, and (B) Sublandlord shall transfer the Security Deposit, or unapplied portion of the Security Deposit, and any prepaid rent to Landlord. (d) Sublandlord represents and warrants that it has full power and authority to enter into this Sublease, subject to the consent of the Master Landlord.