OF THE BREACH
OF ANY COVENANT, AGREEMENT, TERM, PROVISION OR CONDITION HEREIN CONTAINED SHALL
NOT BE DEEMED A WAIVER OF SUCH BREACH.
THIS SUBLEASE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.
19.
­QUIET ENJOYMENT.
SO LONG AS SUBTENANT IS NOT IN DEFAULT (BEYOND
ANY APPLICABLE NOTICE AND 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 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
5
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 BROKER OTHER THAN CUSHMAN & WAKEFIELD IN
CONNECTION WITH THIS SUBLEASE FOR THE PREMISES, AND THAT SUBTENANT SHALL PAY 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 PARAGRAPH 16, ATTENTION: CHUCK CARELLI, 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, SUBTENANT SHALL, AT
THE OPTION OF OVERLANDLORD, ATTORN AND RECOGNIZE OVERLANDLORD AS SUBLANDLORD
HEREUNDER AND SHALL, PROMPTLY UPON OVERLANDLORD'S REQUEST, EXECUTE AND DELIVER
ALL INSTRUMENTS NECESSARY OR APPROPRIATE TO CONFIRM SUCH ATTORNMENT AND
RECOGNITION; PROVIDED THAT SUBLANDLORD'S DEFAULT WAS NOT DIRECTLY CAUSED BY A
DEFAULT BY SUBTENANT UNDER THE OVERLEASE.
25.
­SUBLANDLORD'S OBLIGATIONS.
PROVIDED SUBTENANT IS NOT IN DEFAULT
HEREUNDER, SUBLANDLORD HEREBY AGREES TO MAKE ALL PAYMENTS OF RENT AND OTHER
AMOUNTS REQUIRED TO BE PAID TO OVERLANDLORD UNDER THE OVERLEASE, TO PERFORM ALL
OTHER OBLIGATIONS IMPOSED UPON IT BY THE OVERLEASE WHICH ARE NOT ASSUMED BY
SUBTENANT HEREUNDER, AND TO INDEMNIFY SUBTENANT AGAINST AND HOLD IT HARMLESS
FROM ALL REASONABLE COSTS AND EXPENSES INCURRED BY SUBTENANT OR ASSERTED AGAINST
IT AS A RESULT OF THE FAILURE OF SUBLANDLORD TO PERFORM ITS OBLIGATIONS
HEREUNDER, PROVIDED SUCH FAILURE IS NOT A RESULT OF THE ACTION OR INACTION OF
SUBTENANT OR ITS AGENTS, EMPLOYEES OR CONTRACTORS.
26.
­PARKING.
PURSUANT TO THE TERMS OF THE OVERLEASE, SUBLANDLORD HAS
RIGHTS TO USE