CURE PERIOD) UNDER THIS SUBLEASE, ITS QUIET ENJOYMENT
OF THE PREMISES SHALL NOT BE DISTURBED OR INTERFERED WITH BY SUBLANDLORD OR
ANYONE CLAIMING BY, THROUGH OR UNDER SUBLANDLORD.
20.
OVERLANDLORD'S CONSENT.
IT IS HEREBY ACKNOWLEDGED BY SUBLANDLORD
AND SUBTENANT THAT EXCEPT AS OTHERWISE PROVIDED IN THE TRI-PARTY AGREEMENT,
OVERLANDLORD'S CONSENT TO THIS SUBLEASE SHALL NOT CREATE ANY CONTRACTUAL
LIABILITY OR DUTY ON THE PART OF OVERLANDLORD OR ITS AGENT TO THE SUBTENANT, AND
SHALL NOT IN ANY MANNER INCREASE, DECREASE OR OTHERWISE AFFECT THE RIGHTS AND
OBLIGATIONS OF OVERLANDLORD AND SUBLANDLORD, AS THE LESSEE UNDER THE OVERLEASE,
WITH RESPECT TO THE PREMISES.
21.
SUBLANDLORD'S CONSENT.
WHENEVER SUBLANDLORD'S CONSENT IS REQUIRED
UNDER THIS SUBLEASE, SUBLANDLORD'S REJECTION OF A REQUEST MADE BY SUBTENANT
SHALL NOT DEEMED UNREASONABLE, IN ANY CASE, IF SUCH REJECTION IS BASED ON
OVERLANDLORD'S REJECTION OF SUCH REQUEST.
22.
BROKERS.
SUBLANDLORD AND SUBTENANT EACH HEREBY REPRESENT AND
WARRANT THAT IT HAS NOT DEALT WITH ANY BROKERS OTHER THAN CUSHMAN & WAKEFIELD
AND T3 REALTY ADVISORS IN CONNECTION WITH THIS SUBLEASE FOR THE PREMISES, AND
THAT SUBTENANT SHALL NOT BE RESPONSIBLE FOR ANY BROKERAGE FEES WHICH SHALL BE
DUE IN CONNECTION THEREWITH.
EACH PARTY SHALL INDEMNIFY THE OTHER AGAINST ANY
COST OR LIABILITY RESULTING FROM THE INDEMNIFYING PARTY'S BREACH OF THE
FOREGOING REPRESENTATION AND WARRANTY.
23.
PLACE FOR PAYMENTS.
ALL PAYMENTS REQUIRED TO BE MADE BY THE
SUBTENANT HEREIN SHALL BE MADE TO SUBLANDLORD, AT SUBLANDLORD'S OFFICE SPECIFIED
IN SECTION 16 HEREOF, OR TO SUCH AGENT OR AGENTS OF SUBLANDLORD OR AT SUCH OTHER
PLACE AS SUBLANDLORD SHALL HEREAFTER FROM TIME TO TIME DIRECT IN WRITING.
24.
TERMINATION OF OVERLEASE.
IN THE EVENT OF A DEFAULT UNDER THE
OVERLEASE THAT RESULTS IN THE TERMINATION OF THE OVERLEASE, THE OFFICE LEASE BY
AND BETWEEN OVERLANDLORD, AS LANDLORD, AND SUBTENANT, AS TENANT, AS REFERENCED
IN THE TRI-PARTY AGREEMENT, SHALL COMMENCE AS OF THE DATE OF SUCH TERMINATION.
25.
REPRESENTATIONS AND WARRANTIES.
(A)
SUBLANDLORD REPRESENTS AND WARRANTS TO SUBTENANT THAT (I) THE
OVERLEASE IS IN FULL FORCE AND EFFECT ON AND AS OF THE DATE HEREOF;
(II) SUBLANDLORD HAS PERFORMED ALL OBLIGATIONS REQUIRED BY IT TO BE PERFORMED
UNDER THE OVERLEASE; (III) SUBLANDLORD HAS NEVER USED SUBSTANCES WHICH PRODUCE
OR EMIT RADIATION IN OR ON THE PREMISES; (IV) TO SUBLANDLORD'S KNOWLEDGE,
SUBLANDLORD IS NOT NOW AND HAS NEVER BEEN IN DEFAULT UNDER THE OVERLEASE; AND
(V) SUBLANDLORD HAS THE FULL POWER AND AUTHORITY TO ENTER INTO THIS SUBLEASE
WITH SUBTENANT AND TO PERFORM ITS OBLIGATIONS HEREUNDER.
(B)
SUBTENANT REPRESENTS AND WARRANTS TO SUBLANDLORD THAT SUBTENANT
HAS THE FULL POWER AND AUTHORITY TO ENTER INTO THIS SUBLEASE WITH SUBLANDLORD
AND TO PERFORM ITS OBLIGATIONS HEREUNDER.
26.
SUBLANDLORD'S OBLIGATIONS.
PROVIDED SUBTENANT IS NOT IN DEFAULT
HEREUNDER, SUBLANDLORD HEREBY AGREES TO MAKE ALL PAYMENTS OF RENT AND OTHER
AMOUNTS REQUIRED TO:
(I)
BE PAID TO OVERLANDLORD UNDER THE OVERLEASE;
(II) PERFORM ALL OTHER OBLIGATIONS IMPOSED UPON SUBLANDLORD BY THE OVERLEASE
WHICH ARE NOT ASSUMED BY SUBTENANT HEREUNDER; AND (III) INDEMNIFY SUBTENANT
AGAINST AND HOLD IT