COMMON WITH THE OTHER OCCUPANTS OF THE BUILDINGS TO USE THE
IMPROVEMENTS ON THE LAND NOT WITHIN ANY BUILDINGS THAT ARE INTENDED FOR USE BY
THE OCCUPANTS OF THE BUILDINGS (THE "PROJECT COMMON AREAS"), INCLUDING WITHOUT
LIMITATION THE PROJECT AMENITIES, THE CENTRAL PLANT, THE TRASH STORAGE AREA FOR
THE PROJECT, ALL LANDSCAPING AREAS, DRIVEWAYS THROUGH THE PARKING AREAS, AND THE
DRIVEWAYS FOR INGRESS AND EGRESS TO AND FROM VIA DEL CAMPO COURT AND THE PARKING
AREAS LOCATED ON THE ADJACENT PARCEL.
THE MAINTENANCE BUILDING SHOWN ON THE
SITE PLAN IS NOT PART OF THE SUBLEASED PREMISES OR THE PROJECT COMMON AREAS.
SUBLESSOR SHALL RETAIN THE EXCLUSIVE RIGHT TO USE THE MAINTENANCE BUILDING AND
SHALL BE SOLELY RESPONSIBLE FOR MAINTAINING AND REPAIRING SAME.
1.5
SUBLESSOR'S ASSURANCES.
SUBLESSOR
REPRESENTS AND WARRANTS TO SUBLESSEE EACH OF THE FOLLOWING:
(A)
THAT SUBLESSOR HOLDS ALL OF THE TENANT'S
INTEREST UNDER THE PRIME LEASE IN AND TO THE SUBLEASED PREMISES;
(B)
THAT SUBLESSOR'S INTEREST UNDER THE PRIME
LEASE HAS NOT BEEN ASSIGNED OR HYPOTHECATED BY SUBLESSOR;
(C)
THAT TO THE BEST OF SUBLESSOR'S KNOWLEDGE,
THE LAND, THE BUILDINGS AND THE PROJECT ARE FREE AND CLEAR OF ALL EXCEPTIONS TO
TITLE EXCEPT FOR THE MATTERS SET FORTH ON THAT CERTAIN PRELIMINARY TITLE REPORT
ISSUED AS OF NOVEMBER 3, 2004 BY FIRST AMERICAN TITLE INSURANCE COMPANY;
(D)
THAT THE PROJECT, INCLUDING WITHOUT
LIMITATION THE BUILDINGS, THE PROJECT COMMON AREA, THE PARKING FACILITIES, THE
PROJECT AMENITIES AND THE OTHER IMPROVEMENTS TO THE LAND ARE IN COMPLIANCE WITH
APPLICABLE LAWS, RULES, ORDINANCES, AND RESTRICTIVE COVENANTS NOW AFFECTING THE
LAND
(E)
THAT WITH THE EXCEPTION OF THE "SUBLESSOR'S
WORK" (AS HEREINAFTER DEFINED), AND THE APPROVALS REQUIRED TO BE DELIVERED TO
SUBLESSEE UNDER SECTION 2.1(F), SUBLESSOR HAS OBTAINED AND SECURED ALL CONSENTS,
APPROVALS AND AUTHORIZATIONS REQUIRED TO PERMIT SUBLESSEE TO USE AND OCCUPY THE
SUBLEASED PREMISES FOR THE PURPOSES PERMITTED BY THIS SUBLEASE;
(F)
THAT THE PRIME LEASE ATTACHED HERETO IS A
TRUE AND COMPLETE COPY OF THE SAME; AND
3
(G)
THAT THE PRIME LEASE IS FREE FROM DEFAULT BY
SUBLESSOR AND THE PRIME LESSOR AS OF THE DATE OF THIS SUBLEASE.
1.6
ALTERATIONS TO PROJECT COMMON AREAS AND
PARKING FACILITIES.
SUBLESSOR AND SUBLESSEE EACH ACKNOWLEDGES AND AGREES THAT
IT SHALL NOT MATERIALLY ALTER OR RECONFIGURE THE PROJECT COMMON AREAS AND/OR THE
PARKING FACILITIES AND/OR RESTRIPE THE PARKING STALLS TO REDUCE THE NUMBER OF
PARKING STALLS OR GRANT ANY OTHER PARTY THE RIGHT TO USE THE PARKING FACILITIES
EXCEPT FOR THE OCCUPANTS OF THE BUILDINGS.
1.7
ACCESS TO SUBLEASED PREMISES, PARKING
FACILITIES AND PROJECT COMMON AREAS.
SUBJECT TO THE TERMS OF THIS SUBLEASE,
SUBLESSOR SHALL PROVIDE SUBLESSEE AND ITS EMPLOYEES AND INVITEES ACCESS TO THE
SUBLEASED PREMISES AND THE PROJECT COMMON AREAS AND PARKING FACILITIES SEVEN (7)
DAYS A WEEK, TWENTY-FOUR (24) HOURS A DAY, THREE HUNDRED SIXTY FIVE (365) DAYS A
YEAR DURING THE TERM OF THIS SUBLEASE.
SUBLESSOR SHALL ENFORCE THE TERMS OF THE
PRIME LEASE TO MAINTAIN SUBLESSEE'S UNRESTRICTED ACCESS TO THE SUBLEASED
PREMISES, THE PROJECT, THE