Common use of Sublandlord’s Covenants Clause in Contracts

Sublandlord’s Covenants. Sublandlord covenants to Subtenant to perform all of the terms and provisions required of it under the Prime Lease and the Additional Parking License and to promptly pay when due all rents due and accruing to Prime Landlord. Sublandlord will use reasonable efforts to enforce on behalf of Subtenant Sublandlord’s rights under the Prime Lease and the Additional Parking License including warranty rights of Prime Landlord under the Work Letter in Appendix D of the Prime Lease. Nothing contained in this Sublease shall be construed as a guarantee by Sublandlord of any of the obligations, covenants, warranties, agreements or undertakings of Prime Landlord in the Prime Lease, nor as an undertaking by Sublandlord to Subtenant on the same or similar terms as are contained in the Prime Lease. Notwithstanding the foregoing, 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 Prime Landlord’s obligations and agreements to furnish utilities and other services to the Subleased Premises (and during any Tenant’s Control Period, obligations of Sublandlord) and to repair and maintain the common areas, roof, Building systems and all other obligations of Prime Landlord under the Prime Lease. Except with respect to a termination of the Prime Lease resulting from the exercise of a right to terminate expressly provided in the Prime Lease on account of a casualty or condemnation and provided and so long as this Sublease is in full force and effect and has not been terminated, Sublandlord shall not, without Subtenant’s prior written consent, (i) do or permit its agents, contractors, employees or invitees to do anything which would cause the Prime Lease or the Additional Parking License to be cancelled, terminated or surrendered unless Prime Landlord either has agreed or will agree to recognize Subtenant’s rights under this Sublease from and after the date of such surrender or termination of the Prime Lease pursuant to a written agreement reasonably acceptable to Subtenant, or (ii) terminate, voluntarily or otherwise, the Prime Lease or the Additional Parking License or amend the Prime Lease or the Additional Parking License in any material way which is inconsistent with or adversely affects Subtenant’s rights hereunder or has a material adverse effect on Subtenant’s use and occupancy of the

Sublandlord’s Covenants. Sublandlord covenants to Subtenant to perform all of the terms and provisions required of it under the Prime Master Lease and the Additional Parking License and to promptly pay when due all rents due and accruing to Prime Master Landlord. Sublandlord will use reasonable efforts to enforce on behalf of , provided Subtenant Sublandlord’s rights timely complies with its obligations under the Prime Lease and the Additional Parking License including warranty rights of Prime Landlord under the Work Letter in Appendix D of the Prime Leasethis Sublease. Nothing contained in this Sublease shall be construed as a guarantee by Sublandlord of any of the obligations, covenants, warranties, agreements or undertakings of Prime Master Landlord in the Prime Master Lease, nor as an undertaking by Sublandlord to Subtenant on the same or similar terms as are contained in the Prime Master Lease. Notwithstanding Sublandlord agrees, upon Subtenant’s request, to use reasonable efforts at Subtenant’s expense to obtain Master Landlord’s consent or approval wherever required by the foregoingMaster Lease. Sublandlord agrees that if under the Master Lease any right or remedy of Sublandlord or any duty or obligation of Master Landlord is subject to or conditioned upon Sublandlord making any demand upon Master Landlord or giving any notice or request to Master Landlord then, as long as this Sublease is in full force and effect, if Subtenant shall so request, Sublandlord, at Subtenant’s expense, shall make such demand or give such notice or request on Sublandlord’s behalf, except that Sublandlord shall not be entitled, required to do so with respect to the Subleased Premises, any act or thing as to the benefit of Prime Landlord’s obligations and agreements to furnish utilities and other services to the Subleased Premises (and during any Tenant’s Control Period, obligations of Sublandlord) and to repair and maintain the common areas, roof, Building systems and all other obligations of Prime Landlord under the Prime Lease. Except which Sublandlord shall have determined in accordance with respect to a termination of the Prime Lease resulting from the exercise of a right to terminate expressly provided in the Prime Lease on account of a casualty or condemnation and provided and so long as this Sublease is in full force and effect and has not been terminated, Sublandlord shall not, without Subtenant’s prior written consent, (i) do to withhold its consent or permit its agents, contractors, employees or invitees to do anything which would cause the Prime Lease or the Additional Parking License to be cancelled, terminated or surrendered unless Prime Landlord either has agreed or will agree to recognize Subtenant’s rights under this Sublease from and after the date of such surrender or termination of the Prime Lease pursuant to a written agreement reasonably acceptable to Subtenant, or (ii) terminate, voluntarily or otherwise, the Prime Lease or the Additional Parking License or amend the Prime Lease or the Additional Parking License in any material way which is inconsistent with or adversely affects Subtenant’s rights hereunder or has a material adverse effect on Subtenant’s use and occupancy of theapproval.

Sublandlord’s Covenants. Sublandlord covenants to Subtenant to perform all of the terms and provisions required of it under the Prime Lease and the Additional Parking License and to promptly pay when due all rents due and accruing to Prime Landlord. Sublandlord will use reasonable efforts to enforce on behalf of Subtenant Sublandlord’s rights under the Prime Lease and the Additional Parking License including warranty rights of Prime Landlord under the Work Letter in Appendix D of the Prime Lease. Nothing contained in this Sublease shall be construed as a guarantee by Sublandlord of any of the obligations, covenants, warranties, agreements or undertakings of Prime Landlord in the Prime Lease, nor as an undertaking by Sublandlord to Subtenant on the same or similar terms as are contained in the Prime Lease. Notwithstanding the foregoing, 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 Prime Landlord’s obligations and agreements to furnish utilities and other services to the Subleased Premises (and during any Tenant’s Control Period, obligations of Sublandlord) and to repair and maintain the common areas, roof, Building systems and all other obligations of Prime Landlord under the Prime Lease. Except with respect to a termination of the Prime Lease resulting from the exercise of a right to terminate expressly provided in the Prime Lease on account of a casualty or condemnation and provided and so long as this Sublease is in full force and effect and has not been terminated, Sublandlord shall not, without Subtenant’s prior written consent, (i) do or permit its agents, contractors, employees or invitees to do anything which would cause the Prime Lease or the Additional Parking License to be cancelled, terminated or surrendered unless Prime Landlord either has agreed or will agree to recognize Subtenant’s rights under this Sublease from and after the date of such surrender or termination of the Prime Lease pursuant to a written agreement reasonably acceptable to Subtenant, or (ii) terminate, voluntarily or otherwise, the Prime Lease or the Additional Parking License or amend the Prime Lease or the Additional Parking License in any material way which is inconsistent with or adversely affects Subtenant’s rights hereunder or has a material adverse effect on Subtenant’s use and occupancy of thethe Subleased Premises. Sublandlord shall deliver to Subtenant copies of all executed amendments to the Prime Lease and the Additional Parking License, which copies may be redacted so as to remove any confidential information not related to the Subleased Premises. Sublandlord represents and warrants to Subtenant that (i) a true, correct and complete copy of the Prime Lease (excluding redacted terms not relevant to Subtenant) and the Additional Parking License have been delivered to Subtenant, (ii) the Prime Lease is in full force and effect, (iii) to the best of Sublandlord’s knowledge, Sublandlord is not in default under the Prime Lease or the Additional Parking License, and (iv) Sublandlord has not received any notice of default under the Prime Lease or the Additional Parking License.

Sublandlord’s Covenants. Sublandlord covenants to Subtenant to perform all of the covenants, obligations, terms and provisions required of it under the Prime Lease and the Additional Parking License and to promptly pay when due all rents Basic Rent, Additional Rent or other charges due and accruing to Prime LandlordLandlord under the Prime Lease. Sublandlord will use reasonable efforts to enforce on behalf of Subtenant Sublandlord’s 's rights under the Prime Lease and the Additional Parking License including warranty rights of Prime Landlord under the Work Letter in Appendix D of the Prime Lease. Nothing contained in this Sublease shall be construed as a guarantee by Sublandlord of any of the obligations, covenants, warranties, agreements or undertakings of Prime Landlord in the Prime Lease, nor as an undertaking . If Sublandlord shall fail to make any payment or perform any act required to be made or performed by Sublandlord to Subtenant on the same or similar terms as are contained in under the Prime Lease, and such default is not cured by Sublandlord prior to the expiration of such Prime Lease cure period, Subtenant, without waiving or releasing any obligation or default hereunder, may (but shall be under no obligation to) make such payment or perform such act for the account and at the expense of Sublandlord, and may take any and all such actions as Subtenant in its sole discretion deems necessary or appropriate to accomplish such cure. Notwithstanding the foregoing, as long as this Sublease is If Subtenant shall reasonably incur any expense in full force and effectremedying such default, Subtenant shall be entitled, entitled to recover such sums along with respect any payment made pursuant to the Subleased Premises, to the benefit of Prime Landlord’s obligations and agreements to furnish utilities and other services to the Subleased Premises (and during any Tenant’s Control Period, obligations of Sublandlord) and to repair and maintain the common areas, roof, Building systems and all other obligations of Prime Landlord under the Prime Lease. Except with respect to a termination of the Prime Lease resulting upon demand from the exercise of a right to terminate expressly provided in the Prime Lease on account of a casualty or condemnation and provided and so long Sublandlord as this Sublease is in full force and effect and has not been terminated, an offset against payments due Sublandlord shall not, without Subtenant’s prior written consent, (i) do or permit its agents, contractors, employees or invitees to do anything which would cause the Prime Lease or the Additional Parking License to be cancelled, terminated or surrendered unless Prime Landlord either has agreed or will agree to recognize Subtenant’s rights under this Sublease from and after the date of such surrender or termination of the Prime Lease pursuant to a written agreement reasonably acceptable to Subtenant, or (ii) terminate, voluntarily or otherwise, the Prime Lease or the Additional Parking License or amend the Prime Lease or the Additional Parking License in any material way which is inconsistent with or adversely affects Subtenant’s rights hereunder or has a material adverse effect on Subtenant’s use and occupancy of theSublease.