Common use of Sublease Subject to Xxxxxxxxx Clause in Contracts

Sublease Subject to Xxxxxxxxx. A. This Sublease is subject and subordinate to all of the terms, covenants and conditions of the Xxxxxxxxx and to the matters to which the Xxxxxxxxx is or shall be subordinate. A description of the Xxxxxxxxx is annexed hereto and made a part hereof as Exhibit B. Subtenant shall not do, or permit to be done, anything that would constitute a breach or violation of any term, covenant, or condition of the Xxxxxxxxx or the Building Rules promulgated thereunder or other default under the Xxxxxxxxx on the part of Sublessor, as tenant thereunder. Notwithstanding anything to the contrary contained in this Sublease, Subtenant does not have any rights in respect of the Demised Premises greater than Sublessor's rights under the Xxxxxxxxx. B. If for any reason the term of the Xxxxxxxxx shall end prior to the Expiration Date of this Sublease, then, at the option of the Overlandlord, either this Sublease shall terminate or Subtenant shall make full and complete attornment to Overlandlord for the balance of the term of this Sublease. Sublessor shall deliver a copy of any default notice or other termination notice to Subtenant within five (5) Business Days of Sublessor's receipt thereof. Sublessor shall request from Overlandlord that Overlandlord obtain from each present or future mortgagee and lessor under the Underlying Documents described on Schedule C to the Xxxxxxxxx a Subordination, Non-Disturbance and Attornment Agreement for the benefit of Subtenant; provided, however that Sublessor makes no representation or warranty that such agreement may be obtained. Sublessor and Subtenant promptly shall furnish each other with a copy of any notice which either party receives under any non-disturbance agreement in connection with the Demised Premises. C. To the extent that Sublessor has an obligation under the Xxxxxxxxx to provide information, materials, documents or otherwise to cooperate with Overlandlord in connection with Overlandlord's obtaining financing of the Building, such obligations shall be obligations of Subtenant with respect to Subtenant, its affiliates and the Demised Premises.

Sublease Subject to Xxxxxxxxx. A. This Except as specifically provided to the contrary in this Sublease, this Sublease is expressly made subject and subordinate to all the terms and conditions of the Xxxxxxxxx and to all items and matters to which the Xxxxxxxxx is subject and subordinate. Subtenant covenants that Subtenant shall not do any act, matter or thing that will be, result in or constitute a violation or breach of or a default under the Xxxxxxxxx; it being expressly agreed by Subtenant that any such violation, breach or default shall constitute a breach by Subtenant of a substantial obligation under this Sublease. Subtenant hereby agrees that Subtenant shall defend, indemnify and hold Sublandlord harmless from and against all claims (including claims by Overlandlord), liabilities, penalties and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, arising from or in connection with any default (beyond any applicable notice and cure period) by Subtenant in Subtenant’s performance of those terms, covenants and conditions of the Xxxxxxxxx and that are applicable to Subtenant, as stated above; provided, however, that such indemnifications shall not extend to any claims, liabilities, penalties or expenses to the matters extent arising out of Sublandlord’s negligence or willful misconduct or breach or default of this Sublease by Sublandlord. All amounts payable by Subtenant to which the Xxxxxxxxx is or Sublandlord on account of such indemnity shall be subordinatedeemed to be Additional Rent hereunder and shall be payable upon demand. A description Sublandlord hereby agrees that Sublandlord shall defend, indemnify and hold Subtenant harmless from and against all claims (including claims by Overlandlord), liabilities, penalties and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, arising from or in connection with any default (beyond any applicable notice and cure period) by Sublandlord in Sublandlord’s performance of those terms, covenants and conditions of the Xxxxxxxxx is annexed hereto and made a part hereof that are applicable to Sublandlord (as Exhibit B. Subtenant modified herein), as stated above; provided, however, that such indemnifications shall not doextend to any claims, liabilities, penalties or permit expenses to be done, anything that would constitute a the extent arising out of Subtenant’s negligence or willful misconduct or breach or violation default of this Sublease. B. Provided that Subtenant is not in default hereunder beyond any termapplicable notice and cure period, covenantand notwithstanding Section 7.C. of Overlandlord’s Consent (defined below), Sublandlord agrees not to cause any breach or condition of the Xxxxxxxxx or the Building Rules promulgated thereunder or other default by Sublandlord under the Xxxxxxxxx that remains uncured beyond applicable cure periods, or consent to amend, modify or terminate the Xxxxxxxxx in any way that would (i) have a material adverse effect on Subtenant, (ii) materially increase Subtenant’s obligations hereunder, shorten the term hereof or materially decrease Subtenant’s rights with respect to the Sublease Premises or (iii) otherwise have a material adverse effect on Subtenant’s rights or obligations hereunder or permit this Sublease to be canceled or terminated, without Subtenant’s prior written consent (each, a “Prohibited Termination or Amendment”), provided that Sublandlord may, without the consent of Subtenant, terminate the Xxxxxxxxx provided that Overlandlord permits Subtenant to attorn to Overlandlord directly on the part of Sublessor, as tenant thereunder. Notwithstanding anything to the contrary contained in this Sublease, Subtenant does not have any rights in respect of the Demised Premises greater than Sublessor's rights under the Xxxxxxxxx. B. If for any reason the term of the Xxxxxxxxx shall end prior to the Expiration Date terms and conditions of this Sublease, then, at the option of the Overlandlord, either this Sublease shall terminate or Subtenant shall make full and complete attornment to Overlandlord for the balance without any shortening of the term of this Sublease. Sublessor If the Xxxxxxxxx is terminated for any reason, this Sublease shall deliver be deemed terminated effective as of the date of the termination of the Xxxxxxxxx (and any provisions of this Sublease that survive the termination hereof shall survive). For the avoidance of doubt, a copy termination of any the Xxxxxxxxx as a result of the default notice by Sublandlord thereunder (including, but not limited to, pursuant to Section 45 of the Xxxxxxxxx) shall terminate this Sublease and shall be a Prohibited Termination or other termination notice Amendment. A Prohibited Termination or Amendment shall be deemed a material default of Sublandlord hereunder and entitle Subtenant to Subtenant within five (5) Business Days of Sublessor's receipt thereof. Sublessor shall request from Overlandlord that Overlandlord obtain from each present or future mortgagee and lessor under the Underlying Documents described on Schedule C make a claim for damages to the Xxxxxxxxx a Subordinationextent otherwise permitted hereunder, Non-Disturbance which damages may include, without limitation (a) any holdover rent assessed by Overlandlord pursuant to the Xxxxxxxxx, (b) the difference between the rent due hereunder and Attornment Agreement for the benefit of Subtenant; provided, however that Sublessor makes no representation or warranty that such agreement may be obtained. Sublessor and Subtenant promptly shall furnish each other with a copy of any notice which either party receives under any non-disturbance agreement in connection with the Demised Premises. C. To the extent that Sublessor has an obligation rent due under the Xxxxxxxxx or under any replacement lease (applicable to provide informationthe period from the date of termination of this Sublease to the scheduled expiration date of this Sublease), materialsand (c) the out-pocket cost to Subtenant of constructing tenant improvements in a new location, documents or otherwise to cooperate with Overlandlord the extent amortized over the period from the date of termination of this Sublease to the scheduled expiration date of this Sublease, provided in connection with Overlandlord's obtaining financing of the Building, such obligations each event that Subtenant shall be obligations of Subtenant (other than with respect to Subtenant, its affiliates and the Demised Premisesa Prohibited Termination or Amendment) use commercially reasonable efforts to mitigate damages).

Sublease Subject to Xxxxxxxxx. A. This Sublease is expressly made subject and subordinate to all of the terms and conditions of the Xxxxxxxxx and to all items and matters which the Xxxxxxxxx is subject and subordinate, except as may otherwise be specifically provided to the contrary in this Sublease, to the extent applicable to the Sublease Premises. Subtenant hereby assumes and covenants that, throughout the Term, Subtenant shall observe and perform, all of the provisions of the Xxxxxxxxx, to the extent applicable to the Sublease Premises, which are to be observed and performed by the tenant thereunder. Subtenant covenants that Subtenant shall not do any act, matter or thing which will be, result in, or constitute a violation or breach of or a default under the Xxxxxxxxx; it being expressly agreed to by Subtenant that any such violation, breach or default shall constitute a material breach by Subtenant of a substantial obligation under this Sublease. Subtenant hereby agrees that Subtenant shall indemnify and hold Sublandlord harmless from and against all claims, liabilities, penalties, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, arising from or in connection with any default by Subtenant in Subtenant’s performance of those terms, covenants and conditions of the Xxxxxxxxx and to the matters to which the Xxxxxxxxx is are or shall be subordinateapplicable to Subtenant, as above provided, and all amounts payable by Subtenant to Sublandlord on account of such indemnity shall be deemed to be Additional Charges hereunder and shall be payable upon demand. A description In any case where the consent or approval of Overlandlord shall be required pursuant to the Xxxxxxxxx, Sublandlord’s consent shall also be required hereunder. The indemnification obligations of Subtenant under this Section 6(A) shall not include any matters arising out of the Xxxxxxxxx is annexed hereto and made a part hereof as Exhibit gross negligence or willful misconduct of Sublandlord. B. Subtenant shall not docovenants and agrees that if, or permit to be doneby reason of a default on the part of Sublandlord (as the tenant under the Xxxxxxxxx) under the Xxxxxxxxx, anything that would constitute a breach or violation of any term, covenant, or condition of the Xxxxxxxxx or the Building Rules promulgated leasehold estate created thereunder is terminated, or in the event of any reentry or repossession of the Premises by Overlandlord, then Subtenant will, at the option of Overlandlord, which shall be exercised in the sole and absolute discretion of the Overlandlord, attorn to Overlandlord on the terms and conditions set forth in this Sublease, and will recognize Overlandlord as Subtenant’s landlord under this Sublease, provided that Overlandlord accepts such attornment, having no obligation to do so, in which event Overlandlord shall assume all prospective obligations of Sublandlord under this Sublease, provided that under no circumstances shall Overlandlord be liable for any brokerage commission due in connection with this Sublease or any renewal or extension thereof, and Overlandlord shall not be (i) liable in any way to Subtenant for any act or omission, neglect or default on the part of Sublandlord under this Sublease, (ii) responsible for any monies owing by, or on deposit with, Sublandlord for the credit of Subtenant, unless and to the extent such monies are delivered to Overlandlord, (iii) subject to any defense, offset or counterclaim which theretofore accrued to Subtenant against Sublandlord, (iv) bound by any previous prepayment of rent or additional rent for more than one month except in the nature of a security deposit or unless previously approved by Overlandlord, (v) bound by any obligation to make any payment to or on behalf of Subtenant, (vi) bound by any obligation to perform any work or to make improvements to the Sublease Premises (except for any obligations to make repairs as provided in the Xxxxxxxxx), or (vii) bound by any amendment or modification of this Sublease made without Overlandlord’s consent. C. Subtenant agrees to be bound, for all purposes of this Sublease, by any modifications or amendments to the Xxxxxxxxx. Sublandlord agrees not to amend or modify the Xxxxxxxxx in any way that would discriminate against Subtenant, or which would increase Subtenant’s monetary obligations hereunder, shorten the term hereof or decrease Subtenant’s rights with respect to the Permitted Use of the Sublease Premises, or which would otherwise adversely affect Subtenant’s rights or obligations hereunder or increase Subtenant’s obligations, under this Sublease or permit the same to be cancelled or terminated, without Subtenant’s prior written consent. Sublandlord shall promptly forward to Subtenant any default or termination notice with respect to the Xxxxxxxxx received by Sublandlord. Without limiting the foregoing provisions of this Xxxxxxx 0, Xxxxxxxxxxx shall provide Subtenant with (i) a copy of each proposed modification, amendment or supplement to the Xxxxxxxxx not later than three (3) business days prior to the execution thereof and (ii) a copy of each modification, amendment or supplement to the Xxxxxxxxx within three (3) business days following the execution thereof. D. Sublandlord covenants and agrees that, so long as Subtenant is not in default hereunder, Sublandlord: (i) shall pay the rent and additional rent (as such terms are defined in and when due and payable under the Xxxxxxxxx) and observe and perform the other default under terms, provisions, covenants, and conditions of the Xxxxxxxxx on the part of Sublessorthe tenant thereunder to be observed and performed, as tenant thereunder. Notwithstanding anything except to the contrary contained in this Subleaseextent that such terms, provisions, covenants, and conditions are assumed by Subtenant does hereunder; and (ii) shall not have any rights in respect of voluntarily terminate, cancel or surrender the Demised Premises greater than Sublessor's rights under the Xxxxxxxxx. B. If for any reason the term Xxxxxxxxx (including, without limitation, a termination of the Xxxxxxxxx shall end prior pursuant to the Expiration Date of this Sublease, then, at the option Article 51 of the OverlandlordXxxxxxxxx), either this Sublease shall terminate or Subtenant shall make full and complete attornment to Overlandlord except for the balance of the term of this Sublease. Sublessor shall deliver a copy of any default notice or other termination notice to Subtenant within five (5) Business Days of Sublessor's receipt thereof. Sublessor shall request from Overlandlord that Overlandlord obtain from each present or future mortgagee and lessor under the Underlying Documents described on Schedule C to the Xxxxxxxxx a Subordination, Non-Disturbance and Attornment Agreement for the benefit of Subtenant; provided, however that Sublessor makes no representation or warranty that such agreement may be obtained. Sublessor and Subtenant promptly shall furnish each other with a copy of any notice which either party receives under any non-disturbance agreement in connection with the Demised Premises. C. To the extent that Sublessor has an obligation thereof permitted under the Xxxxxxxxx to provide information, materials, documents as a result of casualty or otherwise to cooperate with Overlandlord in connection with Overlandlord's obtaining financing of the Building, such obligations shall be obligations of Subtenant with respect to Subtenant, its affiliates and the Demised Premisescondemnation.

Sublease Subject to Xxxxxxxxx. A. This Sublease is subject and subordinate to all of the terms, covenants and conditions of the Xxxxxxxxx and to the matters to which the Xxxxxxxxx is or shall be subordinate. A description In the event that the Xxxxxxxxx shall be cancelled or terminated prior to the expiration date of this Sublease, whether by voluntary or involuntary means or by operation of law or for any reason whatsoever, then this Sublease shall also terminate. Subtenant hereby covenants that, throughout the Term, Subtenant shall observe and perform all of the provisions of the Xxxxxxxxx is annexed hereto which are to be observed and made a part hereof as Exhibit B. performed by the tenant thereunder other than the covenant to pay rent to the Overlandlord. Subtenant covenants that Subtenant shall not dodo any act, matter or xxx xx which will be, result in, or permit constih1te a violation or breach of or a default under the Xxxxxxxxx; it being expressly agreed to be doneby Subtenant that any such violation, anything that would breach or default shall constitute a material breach by Subtenant of a substantial obligation under this Sublease. Subtenant hereby agrees that Subtenant shall indemnify and hold Sublandlord harmless from and against all claims, liabilities, penalties and expenses, including, without limitation, reasonable attorneys' fees and disbursements, arising from or violation i n connection with any default by Subtenant in Subtenant's performance of any termthose terms, covenant, or condition covenants and conditions of the Xxxxxxxxx which are or the Building Rules promulgated thereunder or other default under the Xxxxxxxxx on the part of Sublessorshall be applicable to Subtenant, as tenant thereunderabove provided, and all amounts payable by Subtenant to Sublandlord on account of such indemnity shall be deemed to be additional rent hereunder and shall be payable within ten (10) days following demand. Notwithstanding anything to the contrary contained in this Subleaseor omitted from Paragraph 8 below, in any case where the consent or approval of Overlandlord shall be required pursuant to the Xxxxxxxxx, Subtenant does shall not have be required to obtain a corresponding consent or approval from Sublandlord. Sublandlord agrees that Subtenant may request any rights required consents or approvals directly from Overlandlord. Notwithstanding the foregoing, if Overlandlord shall require that Sublandlord (rather than Subtenant) deliver such consent or approval requests, or that Sublandlord join in respect any such requests with Subtenant, then Sublandlord shall, as applicable, and at no cost to Subtenant, join in such requests or directly issue such requests. Furthermore, in any instance where the Xxxxxxxxx permits the Overlandlord to assess a charge, Subtenant's sole obligation shall be (as applicable) to pay such charge directly to Overlandlord or reimburse Sublandlord for the actual amount charged to Overlandlord (without any markup to Sublandlord) and with the express agreement that there shall be no duplicate payments by Subtenant of the Demised Premises greater than Sublessor's rights under the Xxxxxxxxxamounts in question. B. If Subtenant agrees to be bound, for any reason the term of the Xxxxxxxxx shall end prior to the Expiration Date all purposes of this Sublease, then, at the option of the Overlandlord, either this Sublease shall terminate by any modifications or Subtenant shall make full and complete attornment to Overlandlord for the balance of the term of this Sublease. Sublessor shall deliver a copy of any default notice or other termination notice to Subtenant within five (5) Business Days of Sublessor's receipt thereof. Sublessor shall request from Overlandlord that Overlandlord obtain from each present or future mortgagee and lessor under the Underlying Documents described on Schedule C amendments to the Xxxxxxxxx a SubordinationXxxxxxxxx. Sublandlord shall not, Non-Disturbance and Attornment Agreement for the benefit of without Subtenant; provided, however that Sublessor makes no representation 's consent agree to amend or warranty that such agreement may be obtained. Sublessor and Subtenant promptly shall furnish each other with a copy of any notice which either party receives under any non-disturbance agreement in connection with the Demised Premises. C. To the extent that Sublessor has an obligation under modify the Xxxxxxxxx to provide informationin any way that would increase Subtenant's obligations hereunder, materials, documents or otherwise to cooperate with Overlandlord in connection with Overlandlorddecrease Subtenant's obtaining financing of the Building, such obligations shall be obligations of Subtenant rights with respect to the Permitted Use of the Sublease Premises, or which would otherwise materially adversely affect Subtenant, its affiliates and 's rights or obligations hereunder or seek to terminate the Demised PremisesXxxxxxxxx.

Sublease Subject to Xxxxxxxxx. A. (a) This Sublease is expressly made subject and subordinate to all the terms and conditions of the Xxxxxxxxx, except as specifically provided to the contrary in this Sublease, to the extent applicable to the Sublease Premises. Subtenant hereby assumes, and covenants that it will, throughout the term hereof, observe all of the provisions of the Xxxxxxxxx, on the part of Sublandlord to be performed as the tenant thereunder (except for the Excluded Provisions), and that Subtenant will not do any act, matter or thing which will be, result in, or constitute a violation or breach of or a default under the Xxxxxxxxx; any such violation, breach or default shall constitute the breach by Subtenant of a substantial obligation under this Sublease. Subtenant shall indemnify and hold Sublandlord harmless from and against all claims, penalties and actual out-of-pocket expenses, including reasonable attorneys’ fees and disbursements, based upon any default by Subtenant, during the term hereof, in Subtenant’s performance of those terms, covenants and conditions of the Xxxxxxxxx which are or shall be applicable to Subtenant, as above provided, except to the extent such default results from Sublandlord’s gross negligence or willful misconduct, and Subtenant shall pay to Sublandlord as Additional Rent hereunder any and all sums which Sublandlord is required to pay to Overlandlord, which requirement is caused in whole or in part by Subtenant’s failure to perform or observe any of the terms or conditions of the Xxxxxxxxx pertaining to the Sublease Premises that Subtenant is required to perform or observe or by any act or omission described in the preceding sentence. Sublandlord represents and warrants that as of the date hereof, it is in compliance in all material respects with the terms, covenants and conditions of the Xxxxxxxxx pertaining to the Sublease Premises, specifically including but not limited to Sections 43 and 44 of the Xxxxxxxxx. Sublandlord represents and warrants that as of the date hereof, Sublandlord’s occupancy of the Xxxxxxxxx Premises is in compliance in all material respects with all applicable laws. Notwithstanding (x) anything to the contrary in this Sublease and (y) the incorporation of any terms of the Xxxxxxxxx, in any case where the consent or approval of Overlandlord shall be required pursuant to the Xxxxxxxxx, Overlandlord’s and Sublandlord’s respective consent shall be required hereunder. Any conflicts between the terms, covenants and conditions of this Sublease and the Xxxxxxxxx shall be resolved in favor of this Sublease, provided such terms, covenants or conditions are not prohibited by the terms of the Xxxxxxxxx. (b) This Sublease is subject and subordinate to the Xxxxxxxxx and to the all matters to which the Xxxxxxxxx is or shall be subordinate. A description , and in the event of the Xxxxxxxxx is annexed hereto and made a part hereof as Exhibit B. Subtenant shall not dotermination, re-entry or permit to be done, anything that would constitute a breach or violation of any term, covenant, or condition of the Xxxxxxxxx or the Building Rules promulgated thereunder or other default under the Xxxxxxxxx on the part of Sublessor, as tenant thereunder. Notwithstanding anything to the contrary contained in this Sublease, Subtenant does not have any rights in respect of the Demised Premises greater than Sublessor's rights dispossess by Overlandlord under the Xxxxxxxxx. B. If for any reason the term of the Xxxxxxxxx shall end prior , Subtenant shall, at Overlandlord’s option, attorn to Overlandlord pursuant to the Expiration Date then executory provisions of this Sublease, thenand so long as Subtenant is not in Default under this Sublease, Overlandlord hereby agrees not to disturb Subtenant’s subtenancy of the Sublease Premises. Notwithstanding the foregoing, Overlandlord shall not (i) be liable for any previous act or omission of Sublandlord under this Sublease, (ii) be subject to any offset not expressly provided in this Sublease which shall have theretofore accrued to Subtenant against Sublandlord, or (iii) be bound by any previous modification of this Sublease or by any previous prepayment of more than one (1) month’s Fixed Rent or Additional Rent. Subtenant covenants and agrees to execute and deliver, at any time and from time to time, upon the option request of the Sublandlord or Overlandlord, either this Sublease shall terminate or Subtenant shall make full and complete attornment to Overlandlord for the balance of the term of this Sublease. Sublessor shall deliver a copy of any default notice or other termination notice to Subtenant within five (5) Business Days of Sublessor's receipt thereof. Sublessor shall request from Overlandlord that Overlandlord obtain from each present or future mortgagee and lessor under the Underlying Documents described on Schedule C to the Xxxxxxxxx a Subordination, Non-Disturbance and Attornment Agreement for the benefit of Subtenant; provided, however that Sublessor makes no representation or warranty that such agreement instrument which may be obtained. Sublessor and Subtenant promptly shall furnish each other with a copy of any notice which either party receives under any non-disturbance agreement in connection with the Demised Premisesnecessary or appropriate to evidence such attornment. C. To the extent that Sublessor has an obligation under the Xxxxxxxxx to provide information, materials, documents or otherwise to cooperate with Overlandlord in connection with Overlandlord's obtaining financing of the Building, such obligations shall be obligations of Subtenant with respect to Subtenant, its affiliates and the Demised Premises.

Sublease Subject to Xxxxxxxxx. A. (a) This Sublease is expressly made subject and subordinate to all of the terms and conditions of the Xxxxxxxxx and to all matters which the foregoing is subject, except as specifically provided to the contrary in this Sublease. Subtenant hereby assumes and covenants that Subtenant shall observe and perform all of the provisions of the Xxxxxxxxx (except as specifically provided to the contrary in this Sublease) that shall accrue during the portion of the Term accruing from and after the Vacate Date which are to be observed and performed by Sublandlord thereunder. Subtenant covenants that Subtenant shall not do any act, matter or thing which will be, result in, or constitute a default under the Xxxxxxxxx; it being expressly agreed to by Subtenant that any such violation, breach or default shall constitute a breach by Subtenant of a substantial obligation under this Sublease. Sublandlord covenants that Sublandlord shall not do any act, matter or thing which will be, result in, or constitute a default under the Xxxxxxxxx; it being expressly agreed to by Sublandlord that any such default shall constitute a default by Sublandlord of a substantial obligation under this Sublease. Notwithstanding the immediate prior sentence, after the Sublandlord has tendered delivery of vacant possession of the Premises to Subtenant, then any default of the Sublandlord in performance of the Xxxxxxxxx shall not affect the payments of Basic Rent and Monthly Deferred Rent to be paid hereunder. Subtenant's sole remedy for any such default shall be to offset the costs and expenses of curing said defaults against the first installments of the Sublease Rent. Notwithstanding anything in this Sublease to the contrary, in any case where the consent or approval of Overlandlord shall be required pursuant to the Xxxxxxxxx, Sublandlord's consent shall not be required hereunder if the Overlandlord shall have granted its consent or approval. (b) Subtenant covenants and agrees that if, by reason of a default on the part of Sublandlord, as the tenant under the Xxxxxxxxx, in the performance of any of the terms or provisions of the Xxxxxxxxx, or for any other reason of any nature whatsoever, such lease or the leasehold estate of the tenant thereunder is terminated by summary dispossess proceeding or otherwise, then Subtenant will attorn to Overlandlord and will recognize Overlandlord as Subtenant's landlord under this Sublease. Subtenant covenants and agrees to execute and deliver, at any time and from time to time, within five (5) business days following a request therefor by Sublandlord or Overlandlord, any instrument which may be reasonably necessary or appropriate to evidence such attornment. Subtenant further covenants and agrees that the obligation of Subtenant to pay the Sublease Rent that shall be payable to Sublandlord by Subtenant under this Sublease shall survive the expiration or sooner termination of the Xxxxxxxxx or this Sublease (including without limitation, a termination of the Xxxxxxxxx by reason of a casualty occurring under the provisions of Section 6.02 of the Xxxxxxxxx). The obligation of the Subtenant to make payment of the Sublease Rent to Sublandlord shall be considered an independent covenant of Subtenant to Sublandlord without any conditions or privity of estate between Subtenant and Sublandlord and shall survive the termination of the Xxxxxxxxx or this Sublease and shall continue as a direct obligation of Subtenant to Sublandlord. The sole right of the Subtenant in the event of such termination that does not result in the loss of possession of the Premises by Subtenant or of the Xxxxxxxxx resulting from a default of Sublandlord (which is not assumed to be performed by Subtenant under the terms hereof) shall be to offset the costs and reasonable expenses that Subtenant shall incur in obtaining the attornment or a direct lease with Overlandlord or any other arrangement to maintain occupancy of the Premises (but excluding any rentals to be paid to Overlandlord which are not the obligation of the Sublandlord or the purchase price of the Premises.) (c) Sublandlord agrees not to amend or modify the Xxxxxxxxx in any way, except as provided below, without Subtenant's prior written approval, which approval may be granted or withheld for any or no reason, and any such amendment or modification that shall be made without Subtenant's prior written approval shall not be binding upon Subtenant. Upon request of Subtenant, Sublandlord shall promptly execute and deliver (i) any amendments or modifications to the Xxxxxxxxx, provided that such amendments or modifications to the Xxxxxxxxx shall not change the provisions of Section 27.01 of the Xxxxxxxxx, and (ii) any amendments or modifications of this Sublease required in order to conform this Sublease with the terms and conditions of the Xxxxxxxxx, as so amended or modified, provided that such amendments or modifications (1) shall not change the rental terms as set forth in Article 2 of this Sublease prior to such amendments or modifications, (2) shall not materially increase Sublandlord's obligations or materially reduce Sublandlord's rights from those set forth in this Sublease prior to such amendments or modifications, and (3) shall, by their terms, become effective on the date that the amendments or modifications to the Xxxxxxxxx shall become effective. If Sublandlord shall not execute and deliver any such amendment or modification of the Xxxxxxxxx or this Sublease within ten (10) days after request of Subtenant, then Sublandlord shall be deemed to constitute and appoint Subtenant as Sublandlord's attorney-in-fact, coupled with an interest, to execute and deliver such amendment or modification for and on behalf of Sublandlord. Any amendment or modification of the Xxxxxxxxx of this Sublease in accordance with the provisions of this Subsection 5.01(c) shall be binding upon the holder of any mortgage encumbering Sublandlord's interest in the Xxxxxxxxx and this Sublease, and no such amendment or modification shall require the prior approval of the holder of any such mortgage. (d) Sublandlord covenants and agrees with Subtenant that upon Subtenant paying the Sublease Rent and the Net Annual Rent reserved in this Sublease and observing and performing all of the terms, covenants and conditions of this Sublease on Subtenant's part to be observed and performed, Subtenant may peaceably and quietly enjoy the Xxxxxxxxx and Premises during the Term, subject, however, to the matters to which the Xxxxxxxxx is or shall be subordinate. A description of the Xxxxxxxxx is annexed hereto terms, covenants and made a part hereof as Exhibit B. Subtenant shall not do, or permit to be done, anything that would constitute a breach or violation of any term, covenant, or condition of the Xxxxxxxxx or the Building Rules promulgated thereunder or other default under the Xxxxxxxxx on the part of Sublessor, as tenant thereunder. Notwithstanding anything to the contrary contained in this Sublease, Subtenant does not have any rights in respect of the Demised Premises greater than Sublessor's rights under the Xxxxxxxxx. B. If for any reason the term of the Xxxxxxxxx shall end prior to the Expiration Date conditions of this Sublease, then, at the option of the Overlandlord, either this Sublease shall terminate or Subtenant shall make full and complete attornment to Overlandlord for the balance of the term of this Sublease. Sublessor shall deliver a copy of any default notice or other termination notice to Subtenant within five (5) Business Days of Sublessor's receipt thereof. Sublessor shall request from Overlandlord that Overlandlord obtain from each present or future mortgagee and lessor under the Underlying Documents described on Schedule C to the Xxxxxxxxx a Subordination, Non-Disturbance and Attornment Agreement for the benefit of Subtenant; provided, however that Sublessor makes no representation or warranty that such agreement may be obtained. Sublessor and Subtenant promptly shall furnish each other with a copy of any notice which either party receives under any non-disturbance agreement in connection with the Demised Premises. C. To the extent that Sublessor has an obligation under the Xxxxxxxxx to provide information, materials, documents or otherwise to cooperate with Overlandlord in connection with Overlandlord's obtaining financing of the Building, such obligations shall be obligations of Subtenant with respect to Subtenant, its affiliates and the Demised Premises.