REPRESENTATION OR
WARRANTY, SUBLESSEE HEREBY AGREES TO LOOK SOLELY TO MASTER LESSOR FOR RECOVERY
OF ANY LOSS, COST OR DAMAGE SUFFERED BY SUBLESSEE AS A RESULT THEREOF.
SUBLESSEE EXPRESSLY AGREES THAT SUBLESSOR SHALL NOT BE LIABLE FOR BREACH OF ANY
SUCH COVENANT, REPRESENTATION OR WARRANTY.
TO THE EXTENT LEGALLY ENFORCEABLE,
SUBLESSOR AGREES THAT SUBLESSEE SHALL HAVE THE RIGHT TO PURSUE ANY REMEDY THAT
THE SUBLESSOR WOULD HAVE AGAINST MASTER LESSOR WITH RESPECT TO ANY LOSS, COST OR
DAMAGE SUFFERED BY SUBLESSEE ARISING OUT OF A BREACH OF SUCH A COVENANT,
REPRESENTATION OR WARRANTY BY MASTER LESSOR.
SUBLESSEE SHALL HAVE THE RIGHT TO
TAKE SUCH ACTION IN ITS OWN NAME (OR IN THE NAME OF SUBLESSOR IF SUCH ACTION
WOULD BE BARRED IN SUBLESSEE'S NAME DUE TO LACK OF PRIVITY) AND AT ITS OWN
EXPENSE, AND FOR THAT PURPOSE AND ONLY TO SUCH EXTENT, ALL OF THE RIGHTS OF
SUBLESSOR UNDER THE MASTER LEASE WITH RESPECT THERETO SHALL BE AND HEREBY ARE
CONFERRED UPON AND ASSIGNED TO SUBLESSEE AND SUBLESSEE SHALL BE AND IS HEREBY
SUBROGATED TO SUCH RIGHTS TO THE EXTENT THAT THE SAME SHALL APPLY TO THE
SUBLEASED PREMISES, PROVIDED AND ONLY TO THE EXTENT THAT SUCH ACTION AGAINST
MASTER LESSOR IN THE SUBLESSEE'S NAME SHALL BE BARRED BY REASON OF LACK OF
PRIVITY OF CONTRACT.
IF SUBLESSOR SHALL TAKE, OR PARTICIPATE IN, OR SHALL BE
REQUESTED TO PARTICIPATE OR ASSIST IN ANY ACTION IN THE ENFORCEMENT OF
SUBLESSEE'S RIGHTS AGAINST MASTER LESSOR, SUBLESSOR SHALL COOPERATE WITH
SUBLESSEE AS REASONABLY REQUESTED BY SUBLESSEE AND SUBLESSEE AGREES TO REIMBURSE
SUBLESSOR FOR ALL EXPENSES REASONABLY INCURRED BY SUBLESSOR, INCLUDING, WITHOUT
LIMITATION, THE ATTORNEY'S FEES OF SUBLESSOR.
PROVIDED THAT SUBLESSOR HAS
PERFORMED ITS OBLIGATIONS UNDER THIS GRAMMATICAL PARAGRAPH, SUBLESSEE HEREBY
AGREES TO INDEMNIFY AND HOLD HARMLESS AND DEFEND SUBLESSOR FROM AND AGAINST ANY
AND ALL DAMAGES, CLAIMS AND LIABILITIES TO OTHERS RESULTING OR ALLEGEDLY
RESULTING FROM ANY ACTION OR PROCEEDING TAKEN OR INSTITUTED BY SUBLESSEE (OR BY
SUBLESSOR AT SUBLESSEE'S REQUEST) PURSUANT TO THIS GRAMMATICAL PARAGRAPH WHETHER
OR NOT SUBLESSOR JOINS IN THE SAME.
Sublessee hereby accepts the Subleased Premises in their "AS-IS" condition as of
the date of this Sublease, without warranty or representation of any kind or
nature (express or implied, by operation of law or otherwise), and Sublessor
shall have no obligation to perform any work therein (including, without
limitation, demolition or any improvements existing therein or construction of
any tenant finish work or other improvements therein) and shall not be obligated
to reimburse Sublessee or provide any allowance for any costs related to the
demolition or construction of improvements therein.
Sublessee shall not make or cause to be made any modifications, alterations,
improvements, changes, or additions to the Subleased Premises without the prior
written consent of Sublessor and, to the extent required by the Master Lease,
Master Lessor.
Any such modifications, alterations, improvements, changes, or
additions shall, to the extent approved, be made at Sublessee's expense, in a
good and workmanlike manner, in accordance with all applicable laws