ASSIGNMENT AND SUBLETTING.
IN ADDITION TO
ANY RESTRICTIONS ON SUBLEASING AND/OR ASSIGNING SET FORTH IN THE MASTER LEASE
AND INCORPORATED INTO THIS SUBLEASE BY REFERENCE, SUBTENANT EXPRESSLY COVENANTS
AND AGREES THAT IT SHALL NOT ASSIGN, MORTGAGE, PLEDGE OR ENCUMBER THIS SUBLEASE
NOR SUBLET THE PREMISES OR ANY PART THEREOF, NOR SUFFER OR PERMIT THE PREMISES
OR ANY PART THEREOF TO BE USED OR OCCUPIED BY OTHERS, EXCEPT WITH THE PRIOR
WRITTEN CONSENT OF LANDLORD AND OF SUBLANDLORD.
IF THIS SUBLEASE BE ASSIGNED,
OR IF THE PREMISES OR ANY PART THEREOF BE SUBLET OR OCCUPIED BY ANYONE OTHER
THAN SUBTENANT, SUBLANDLORD MAY, AFTER DEFAULT BY SUBTENANT, COLLECT RENT FROM
THE ASSIGNEE, SUBTENANT OR OCCUPANT, AND APPLY THE NET AMOUNT COLLECTED TO THE
RENT RESERVED IN THIS SUBLEASE, BUT NO SUCH ASSIGNMENT, SUBLETTING, OCCUPANCY,
OR COLLECTION BY SUBLANDLORD SHALL BE DEEMED A WAIVER OF THE COVENANT SET FORTH
ABOVE OR THE ACCEPTANCE OF THE ASSIGNEE, SUBTENANT OR OCCUPANT AS SUBTENANT OR A
RELEASE OF SUBTENANT FROM THE FURTHER PERFORMANCE BY SUBTENANT OF COVENANTS AND
AGREEMENTS ON THE PART OF SUBTENANT CONTAINED IN THIS SUBLEASE.
15.
HOLDOVER.
SUBTENANT EXPRESSLY ASSUMES THE
OBLIGATIONS OF SUBLANDLORD TO LANDLORD IN THE EVENT POSSESSION OF THE PREMISES
IS NOT SURRENDERED AT THE EXPIRATION DATE OR SOONER TERMINATION OF THE TERM OF
THIS SUBLEASE, INCLUDING, WITHOUT LIMITATION, THE PAYMENT TO SUBLANDLORD OF THE
GREATER OF 150% OF THE BASE RENT AND ADDITIONAL RENT (EACH AS DEFINED IN THE
MASTER LEASE) PAYABLE UNDER THE MASTER LEASE FOR THE MONTH PRIOR TO SUCH
TERMINATION OR THE THEN PREVAILING RENTAL RATE FOR SPACE SIMILAR TO THE LEASED
PREMISES, AS SET FORTH IN SECTION 26 OF THE MASTER LEASE, AS WELL AS PAYMENT TO
LANDLORD OF ANY DAMAGES AND COSTS, INCLUDING, WITHOUT LIMITATION, ATTORNEY'S
FEES, PAYABLE BY SUBLANDLORD AS A RESULT THEREOF.
16.
CONSENT OF LANDLORD.
THIS SUBLEASE IS
SUBJECT TO THE WRITTEN CONSENT OF LANDLORD, AND NOTWITHSTANDING THE EXECUTION OF
THIS SUBLEASE BY THE PARTIES HERETO, THE TERM OF THIS SUBLEASE SHALL NOT
COMMENCE UNTIL LANDLORD CONSENTS IN WRITING HERETO.
SUBLANDLORD SHALL USE
REASONABLE EFFORTS TO OBTAIN THE CONSENT OF LANDLORD TO THIS SUBLEASE, PROVIDED
THAT SUBLANDLORD SHALL NOT BE REQUIRED TO PAY ANY FEE OR COST TO OBTAIN SAME OR
COMMENCE ANY ACTION OR PROCEEDING.
SUBTENANT AGREES TO PROVIDE TO LANDLORD
PROMPTLY, ANY FINANCIAL INFORMATION OF
7
SUBTENANT REQUESTED BY LANDLORD IN CONNECTION WITH THE ISSUANCE OF SUCH CONSENT
OR EVALUATION OF SUBTENANT.
17.
ENTIRE AGREEMENT/SUBLANDLORD'S CONSENT.
THIS SUBLEASE CONTAINS THE ENTIRE AGREEMENT BETWEEN THE PARTIES RELATING TO THE
SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR NEGOTIATIONS, CONVERSATIONS,
CORRESPONDENCE AND AGREEMENTS. THERE ARE NO REPRESENTATIONS OR WARRANTIES THAT
ARE NOT SET FORTH HEREIN. NO WAIVER, MODIFICATION OR TERMINATION OF THIS
SUBLEASE OR ANY PORTION THEREOF SHALL BE VALID OR EFFECTIVE UNLESS IN WRITING
SIGNED BY THE PARTIES HERETO. IN ANY INSTANCE IN WHICH SUBLANDLORD IS REQUIRED
BY ANY PROVISION OF THIS SUBLEASE OR APPLICABLE LAW NOT UNREASONABLY TO WITHHOLD
CONSENT OR APPROVAL, SUBTENANT'S SOLE REMEDY IF SUBLANDLORD UNREASONABLY
WITHHOLDS