Common use of Sublandlord Not Responsible for Representations and Covenants of Master Landlord under Master Lease Clause in Contracts

Sublandlord Not Responsible for Representations and Covenants of Master Landlord under Master Lease. Sublandlord shall not be deemed to have made any representation made by Master Landlord in any of the provisions of the Master Lease. Moreover, during the Sublease Term, Subtenant acknowledges and agrees that Sublandlord shall not be responsible for Master Landlord’s covenants and obligations under the Master Lease. Without limiting the generality of the foregoing, Sublandlord shall not be obligated (i) to provide any of the services or utilities that Master Landlord has agreed in the Master Lease to provide, (ii) to make any of the repairs or restorations that Master Landlord has agreed in the Master Lease to make, (iii) to comply with any laws or requirements of public authorities with which Master Landlord has agreed in the Master Lease to comply, or (iv) to take any action with respect to the operation, administration or control of the Property or any of the Common Areas that the Master Landlord has agreed in the Master Lease to take, and Sublandlord shall have no liability to Subtenant on account of any failure of Master Landlord to do so, or on account of any failure by Master Landlord to observe or perform any of the terms, covenants or conditions of the Master Lease required to be observed or performed by Master Landlord, provided that in the event that Subtenant determines in good faith that Master Landlord has not performed its obligations under the Master Lease, then upon receipt of written notice from Subtenant, Sublandlord shall be obligated to use commercially reasonable efforts to cause such breaches, defaults or failures of Master Landlord under the Master Lease to be resolved or otherwise settled; provided, further however: (A) Sublandlord shall not have any obligation to incur out-of-pocket expenses in connection with its covenants under this Section 8.2 and (B) Sublandlord shall not have any obligation to commence litigation or other dispute resolution proceedings to cause Master Landlord to comply with the Master Lease.

Sublandlord Not Responsible for Representations and Covenants of Master Landlord under Master Lease. Sublandlord shall not be deemed to have made any representation made by Master Landlord in any the Master Lease in its capacity as the lessor of the provisions of the Master LeaseBuilding. Moreover, during the Sublease TermTerm of this Sublease, Subtenant acknowledges and agrees that Sublandlord shall not be responsible for Master Landlord’s breach of its covenants and obligations under the Master Lease. Without limiting the generality of the foregoing, Sublandlord shall not be obligated (i) to provide any of the services or utilities that Master Landlord has agreed in the Master Lease to provide, (ii) to make any of the repairs or restorations that Master Landlord has agreed in the Master Lease to make, (iii) to comply with any laws or requirements of public authorities with which Master Landlord has agreed in the Master Lease to comply, or (iv) to take any action with respect to the operation, administration or control of the Property or any of the Common Areas that the Master Landlord has agreed in the Master Lease to take, and Sublandlord shall have no liability to Subtenant on account of any failure of Master Landlord to do so, or on account of any failure by Master Landlord to observe or perform any of the terms, covenants or conditions of the Master Lease required to be observed or performed by Master Landlord, provided that in the event that Subtenant determines in good faith that Master Landlord has not performed its obligations under the Master Lease, then upon receipt of written notice from Subtenant, Sublandlord shall be obligated to use commercially reasonable best efforts to cause such breaches, defaults or failures of Master Landlord under the Master Lease to be resolved or otherwise settledsettled to Subtenant’s reasonable satisfaction; provided, further however: (A) Sublandlord shall not have any obligation to incur out-of-pocket expenses in connection with its covenants under this Section 8.2 and (B) Sublandlord shall not have any obligation to commence litigation or other dispute resolution proceedings to cause Master Landlord to comply with the Master LeaseLease unless Subtenant cannot do so in its own name, in which event Sublandlord shall do so at Subtenant’s expense. If the breach or default of Master Landlord under the Master Lease has not been resolved after the expiration of thirty (30) days, then provided that Subtenant is not in default under this Sublease, upon the request of Subtenant, Sublandlord shall assign to Subtenant its right to institute legal action against Master Landlord (a “Subtenant Action”), provided that Subtenant shall indemnify, protect, defend and hold Sublandlord harmless from any and all liabilities, claims, demands, losses, damages, costs and expenses (including reasonable attorneys’ fees and litigation and court costs) arising out of, or relating to, the Subtenant Action. The foregoing notwithstanding, if any breach of the Master Lease shall entitle Sublandlord to assert claims for an abatement of rent for constructive eviction or otherwise, then such abatement shall accrue in favor of Subtenant. If Sublandlord shall be entitled to an abatement rent or other claims arising from fire or other casualty, then Subtenant shall have the same claims.

Sublandlord Not Responsible for Representations and Covenants of Master Landlord under Master Lease. Sublandlord shall not be deemed to have made any representation made by Master Landlord in any of the provisions of the Master Lease. Moreover, during the Sublease TermTerm of this Sublease, Subtenant acknowledges and agrees that Sublandlord shall not be responsible for Master Landlord’s Landlord covenants and obligations under the Master Lease. Without limiting the generality of the foregoing, Sublandlord shall not be obligated (i) to provide any of the services or utilities that Master Landlord has agreed in the Master Lease to provide, (ii) to make any of the repairs or restorations that Master Landlord has agreed in the Master Lease to make, (iii) to comply with any laws or requirements of public authorities with which Master Landlord has agreed in the Master Lease to comply, or (iv) to take any action with respect to the operation, administration or control of the Property or any of the Common Areas that the Master Landlord has agreed in the Master Lease to take, and Sublandlord shall have no liability to Subtenant on account of any failure of Master Landlord to do so, or on account of any failure by Master Landlord to observe or perform any of the terms, covenants or conditions of the Master Lease required to be observed or performed by Master Landlord, provided that in the event that Subtenant determines in good faith that Master Landlord has not performed its obligations under the Master Lease, then upon receipt of written notice from SubtenantSubtenant and for a period of time not to exceed thirty (30) days, Sublandlord shall be obligated to use commercially reasonable efforts to cause such breaches, defaults or failures of Master Landlord under the Master Lease to be resolved or otherwise settled; provided, further however: (A) Sublandlord shall not have any obligation to incur out-of-pocket expenses in connection with its covenants under this Section 8.2 and (B) Sublandlord shall not have any obligation to commence litigation or other dispute resolution proceedings to cause Master Landlord to comply with the Master Lease.

Sublandlord Not Responsible for Representations and Covenants of Master Landlord under Master Lease. Sublandlord shall not be deemed to have made any representation made by Master Landlord in any of the provisions of the Master Lease. Moreover, during the Sublease Term, Subtenant acknowledges and agrees that Sublandlord shall not be responsible for Master Landlord’s covenants and obligations under the Master Lease, although Subtenant shall be entitled to receive, subject to the terms and conditions of the Master Lease and this Sublease, all services and facilities to which Sublandlord shall be entitled under the Master Lease. Without limiting the generality of the foregoing, Sublandlord shall not be obligated (i) to provide any of the services or utilities that Master Landlord has agreed in the Master Lease to provide, (ii) to make any of the repairs or restorations that Master Landlord has agreed in the Master Lease to make, (iii) to complete any work or maintenance in the Sublease Premises, the Building or the Property required to be completed by Master Landlord under the Master Lease (and no such failure will in any way excuse Subtenant’s performance under this Sublease or entitle Subtenant to any abatement of Sublease Rent), (iv) to comply with any laws or requirements of public authorities with which Master Landlord has agreed in the Master Lease to comply, or (ivv) to take any action with respect to the operation, administration or control of the Property or any of the Common Areas that the Master Landlord has agreed in the Master Lease to take, and Sublandlord shall have no liability to Subtenant on account of any failure of Master Landlord to do so, or on account of any failure by Master Landlord to observe or perform any of the terms, covenants or conditions of the Master Lease required to be observed or performed by Master Landlord, provided that in Sublandlord shall use reasonable efforts to enforce its rights against Master Landlord under the Master Lease for the benefit of Subtenant following Subtenant’s written request therefor (and to forward to Landlord any notices or requests for consent as Subtenant may reasonably request). In the event that Subtenant determines in good faith that Master Landlord has not performed its obligations under the Master Lease, then upon receipt of written notice from Subtenant, Sublandlord shall be obligated to use commercially reasonable efforts to cause such breaches, defaults or failures of Master Landlord under the Master Lease to be resolved or otherwise settled; provided, further however: (A) Sublandlord shall not have any obligation to incur out-of-pocket expenses in connection with its covenants under this Section 8.2 and (B) Sublandlord shall not have any obligation to commence litigation or other dispute resolution proceedings to cause Master Landlord to comply with the Master Lease.; provided, however, such clause (B) is subject to the next following provisions. If Sublandlord shall elect not to institute litigation or other dispute resolution to enforce Subtenant’s rights for any material default by Master Landlord under the Master Lease beyond all applicable notice and cure periods, then, at the written request of Subtenant, Sublandlord shall permit Subtenant to institute an action or proceeding against Master Landlord in the name of Sublandlord to enforce Sublandlord’s rights under the Master Lease which are applicable to Subtenant (and shall reasonably cooperate with such reasonable requests of Subtenant as are necessary to enable Subtenant to proceed in Sublandlord’s name at no cost to Sublandlord), provided that: (i) Subtenant shall not then be in default under any of the terms, covenants or conditions of this Sublease beyond any applicable notice and cure periods; (ii) Subtenant shall pay all costs and expenses arising out of such action, and Subtenant shall agree to indemnify and hold Sublandlord harmless from and against any loss, claims, liabilities, damages, costs and expenses (including without limitation, reasonable attorneys, fees and disbursements) incurred or suffered by Sublandlord in connection with such action or proceeding; (iii) such suit or action is not arbitrary or capricious or primarily of nuisance value, as determined by Sublandlord in its sole and reasonable discretion; (iv) Sublandlord and the Sublandlord Indemnified Parties (as defined below) shall not appear in any pre-trial (including any depositions or other events related to discovery), trial or other in-person (whether physically, telephonically or virtually) proceeding; and

Sublandlord Not Responsible for Representations and Covenants of Master Landlord under Master Lease. Sublandlord shall not be deemed to have made any representation made by Master Landlord in any of the provisions of the Master Lease. Moreover, during the Sublease TermTerm of this Sublease, Subtenant acknowledges and agrees that Sublandlord shall not be responsible for Master Landlord’s Landlord covenants and obligations under the Master Lease, subject to Sublandlord’s obligations which accrued prior to the date of this Sublease and as otherwise expressly set forth herein. Without Notwithstanding anything to the contrary in this Sublease and without limiting the generality of the foregoingforegoing two (2) sentences, Sublandlord shall not be obligated (ia) to provide any of the services or utilities that Master Landlord has agreed in the Master Lease to provide, (iib) to make any of the repairs or restorations that Master Landlord has agreed in the Master Lease to make, (iiic) to comply with any laws or requirements of public authorities with which Master Landlord has agreed in the Master Lease to comply, (d) to comply with any insurance provisions of the Master Lease with which Master Landlord has agreed in the Master Lease to comply, or (ive) to take any action with respect to the operation, administration or control of the Property Project or any of the Common Areas that the Master Landlord has agreed in the Master Lease to take, and Sublandlord shall have no liability to Subtenant on account of any failure of Master Landlord to do so, or on account of any failure by Master Landlord to observe or perform any of the terms, covenants or conditions of the Master Lease required to be observed or performed by Master Landlord, provided that in the event that Subtenant determines in good faith that Master Landlord has not performed its obligations under the Master Lease, then upon receipt of written notice from SubtenantSubtenant and for a period of time not to exceed thirty (30) days, Sublandlord shall be obligated to use commercially reasonable efforts to cause such breaches, defaults or failures of Master Landlord under the Master Lease to be resolved or otherwise settled; provided, further further, however: (A1) Sublandlord shall not have any obligation to incur out-of-pocket expenses in connection with its covenants under this Section 8.2 and (B2) Sublandlord shall not have any obligation to commence litigation or other dispute resolution proceedings to cause Master Landlord to comply with the Master Lease. If Sublandlord shall be entitled to any abatement of rent by reason of any failure on the part of Master Landlord to perform its obligations or to provide services to the Premises, Subtenant shall be entitled to an abatement of rent payable to Sublandlord to the extent such abatement is actually made. As long as this Sublease is in full force and effect, Subtenant shall be entitled, with respect to the Premises, to the benefit of master Landlord’s obligations and agreements under the Master Lease to furnish utilities and other services to the Premises and to repair and maintain the common areas, roof, building systems and all other obligations of Master Landlord under the Master Lease. Notwithstanding anything contained in this Sublease to the contrary, Subtenant shall not be responsible for (i) any default of Sublandlord, its agents, employees or contractors under the Master Lease unless attributable to any act or omission of or any default under this Sublease or the Master Lease by Subtenant, its agents, employees, contractors, invitees or anyone claiming by, through or under Subtenant (collectively, the “Subtenant Parties”), (ii) conditions at the Premises, for which the obligation to maintain and repair resides with Master Landlord under the Master Lease and/or which existed as of the Commencement Date or which were caused by or as a result of Subtenant’s Early Access, (iii) any violations of law resulting from such existing conditions described by (ii) above, (iv) the payment of any charges, fees and other costs imposed by Master Landlord on Sublandlord as a result of Sublandlord’s default under the Master Lease (unless due to any act or omission of or any default under this Sublease or the Master Lease by any Subtenant Party), and (v) making payment of any sums either to Master Landlord or Sublandlord in satisfaction of any charges accruing under the Master Lease (whether denominated as rent, rental, additional rent or otherwise) for any period prior or subsequent to the Term of this Sublease and any holdover.

Sublandlord Not Responsible for Representations and Covenants of Master Landlord under Master Lease. Sublandlord shall not be deemed to have made any representation made by Master Landlord in any of the provisions of the Master Lease. Moreover, during the Sublease TermTerm of this Sublease, Subtenant acknowledges and agrees that Sublandlord shall not be responsible for Master Landlord’s Landlord covenants and obligations under the Master Lease, subject to Sublandlord’s obligations which accrued prior to the date of this Sublease and as otherwise expressly set forth herein. Without Notwithstanding anything to the contrary in this Sublease and without limiting the generality of the foregoingforegoing two (2) sentences, Sublandlord shall not be obligated (ia) to provide any of the services or utilities that Master Landlord has agreed in the Master Lease to provide, (iib) to make any of the repairs or restorations that Master Landlord has agreed in the Master Lease to make, (iiic) to comply with any laws or requirements of public authorities with which Master Landlord has agreed in the Master Lease to comply, (d) to comply with any insurance provisions of the Master Lease with which Master Landlord has agreed in the Master Lease to comply, or (ive) to take any action with respect to the operation, administration or control of the Property Complex or any of the Common Areas that the Master Landlord has agreed in the Master Lease to take, and Sublandlord shall have no liability to Subtenant on account of any failure of Master Landlord to do so, or on account of any failure by Master Landlord to observe or perform any of the terms, covenants or conditions of the Master Lease required to be observed or performed by Master Landlord, provided that in the event that Subtenant determines in good faith that Master Landlord has not performed its obligations under the Master Lease, then upon receipt of written notice from SubtenantSubtenant and for a period of time not to exceed thirty (30) days, Sublandlord shall be obligated to use commercially reasonable efforts to cause such breaches, defaults or failures of Master Landlord under the Master Lease to be resolved or otherwise settled; provided, further however: (A1) Sublandlord shall not have any obligation to incur out-of-pocket expenses in connection with its covenants under this Section 8.2 and (B2) Sublandlord shall not have any obligation to commence litigation or other dispute resolution proceedings to cause Master Landlord to comply with the Master Lease. If Sublandlord shall be entitled to any abatement of rent by reason of any failure on the part of Master Landlord to perform its obligations or to provide services to the Subleased Premises, Subtenant shall be entitled to an abatement of rent payable to Sublandlord to the extent such abatement is actually made. As long as this Sublease is in full force and effect, Subtenant shall be entitled, with respect to the Subleased Premises, to the benefit of Master Landlord’s obligations and agreements under the Master Lease to furnish utilities and other services to the Subleased Premises and to repair and maintain the common areas, roof, building systems and all other obligations of Master Landlord under the Master Lease.

Sublandlord Not Responsible for Representations and Covenants of Master Landlord under Master Lease. Except as expressly permitted under this Sublease, Subtenant agrees not to contact Master Landlord directly, including, without limitation, concerning the Subleased Premises, Shared Space or any Master Lease or Sublease provision or obligation (e.g., the provisions of any utilities and services under the Master Lease and/or the making of any repairs or restorations). Sublandlord shall not be deemed to have made any representation made by Master Landlord in any the Master Lease in its capacity as the lessor of the provisions of the Master LeaseBuilding. Moreover, during the Sublease Term, Subtenant acknowledges and agrees that Sublandlord shall not be responsible for Master Landlord’s breach of its covenants and obligations under the Master Lease. Without limiting the generality of the foregoing, Sublandlord shall not be obligated (i) to provide any of the services or utilities that Master Landlord has expressly agreed in the Master Lease to provide, (ii) to make any of the repairs or restorations that Master Landlord has expressly agreed in the Master Lease to make, (iii) to comply with any laws or requirements of public authorities with which Master Landlord has expressly agreed in the Master Lease to comply, or (iv) to make any payment or take any action with respect to the operation, administration or control of the Property Project, the Premises, the Subleased Premises or any of the Common Areas that the Master Landlord has expressly agreed in the Master Lease to take, and Sublandlord shall have no liability to Subtenant on account of any failure of Master Landlord to do so, or on account of any failure by Master Landlord to observe or perform any of the terms, covenants or conditions of the Master Lease required to be observed or performed by Master Landlord, provided that in the event that Subtenant determines in good faith that Master Landlord has not performed its obligations as expressly set forth under the Master Lease, then upon receipt of written notice from Subtenant, Sublandlord shall be obligated to use commercially reasonable best efforts to cause Master Landlord to resolve such breaches, defaults or failures of Master Landlord under the Master Lease by promptly requesting and pursuing until response of Master Landlord, (i) additional services and/or the making of any repairs or restorations as requested by Subtenant pursuant to be resolved or otherwise settledthe terms and provisions of the Master Lease as incorporated herein and (ii) Master Landlord’s consent for any action to which Sublandlord has consented and, pursuant to the terms and provisions of this Sublease and/or the Master Lease, for which Master Landlord’s consent is required; provided, further however: (A) , Sublandlord shall not have any obligation be required to incur out-of-pocket expenses any expense or expend any sums in connection with performing its covenants obligations under this Section 8.2 the immediately preceding sentence, unless Subtenant prepays such expense and (B) Sublandlord shall not only to the extent of such prepayment, or have any obligation to commence litigation or other dispute resolution proceedings to cause Master Landlord to comply with the Master Lease. Subtenant shall not in any event have any rights in respect of the Subleased Premises greater than Sublandlord’s rights under the Master Lease, and, notwithstanding any provision to the contrary, as to obligations contained in this Sublease by the incorporation by reference of the provisions of the Master Lease or as to any obligation of Master Landlord, Sublandlord shall not be required to make any payment, provide any services or perform any obligation of Master Landlord under the Lease, and Sublandlord shall have no liability to Subtenant for any matter whatsoever, except for Sublandlord’s obligation to pay the rent and other sums due under the Master Lease and otherwise to perform its obligations under the Master Lease and under this Sublease (other than any such obligations of Sublandlord under the Master Lease to be performed by Subtenant under the express terms of this Sublease), and for Sublandlord’s obligation to make a written demand upon Master Landlord to fulfill its obligations as expressly set forth under the Master Lease, upon request of Subtenant and at Subtenant’s sole cost and expense. Sublandlord shall have no liability to Subtenant, nor shall Subtenant’s obligations under this Sublease be reduced or abated in any manner, by reason of any inconvenience, annoyance, interruption or injury to Subtenant’s business arising from Master Landlord’s making repairs or changes which Master Landlord is required or permitted to make under the Master Lease. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Master Landlord, including, without limitation, heat, air conditioning, water and elevator service; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (a) abatement, diminution or reduction of Subtenant’s obligations under this Sublease, (b) right to terminate this Sublease or (c) liability on the part of Sublandlord; provided, however, to the extent that a certain number of days of Sublandlord’s rental obligations are abated pursuant to the Master Lease with respect to the Subleased Premises, then a similar number of days of Subtenant’s rental obligations shall be abated under this Sublease other than by reason of damage resulting from Subtenant’s misuse, negligence, or willful misconduct and any such abatement actually received by Sublandlord shall be proportionately shared with Subtenant based upon the amount of Sublandlord’s rent obligations under the Master Lease relative to the amount of Subtenant’s rental obligations under this Sublease. Nothing contained in this Sublease shall be construed to create privity of estate or of contract between Subtenant and Master Landlord.