INTO AN AGREEMENT
WITH MASTER LESSOR TO OCCUPY THE PREMISES IMMEDIATELY FOLLOWING THE EXPIRATION
DATE, THEN (I) SUBLESSEE SHALL NOT BE REQUIRED TO VACATE THE PREMISES ON THE
EXPIRATION DATE, AND (II) SUBLESSOR SHALL BE DEEMED TO HAVE WAIVED ITS RIGHT AND
OPTION UNDER THE MASTER LEASE TO EXTEND THE TERM OF THE MASTER LEASE BEYOND THE
EXPIRATION DATE.
6.
CONDITION/REPAIRS:
SUBLESSOR SHALL DELIVER THE PREMISES TO SUBLESSEE IN
"BROOM CLEAN", VACANT CONDITION.
EXCEPT AS PROVIDED BELOW, THE PARTIES
ACKNOWLEDGE AND AGREE THAT SUBLESSEE IS SUBLEASING THE PREMISES ON AN "AS IS"
BASIS, AND THAT SUBLESSOR HAS MADE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT
TO THE CONDITION OF THE PREMISES AS OF THE COMMENCEMENT DATE EXCEPT AS SET FORTH
IN THIS PARAGRAPH.
MASTER LESSOR SHALL BE SOLELY RESPONSIBLE FOR PERFORMANCE OF
ANY REPAIRS REQUIRED TO BE PERFORMED BY MASTER LESSOR UNDER THE TERMS OF THE
MASTER LEASE.
SUBLESSOR REPRESENTS THAT IT HAS NO ACTUAL KNOWLEDGE OF (I) ANY
BUILDING MECHANICAL, HVAC, PLUMBING, ELECTRICAL AND OTHER UTILITY SYSTEM THAT IS
NOT IN GOOD OPERATING CONDITION, NOR (II) THE PRESENCE OR EXISTENCE OF HAZARDOUS
MATERIALS (AS DEFINED IN THE MASTER LEASE) IN OR ABOUT THE BUILDING OR PREMISES,
EXCEPT AS SPECIFICALLY DISCLOSED IN SECTION 23 BELOW.
SUBLESSOR HEREBY ASSIGNS
TO SUBLESSEE, AND AGREES TO COOPERATE WITH SUBLESSEE IN THE ENFORCEMENT OF, ANY
RIGHTS OF SUBLESSOR IN AND TO ANY AND ALL WARRANTIES AND GUARANTEES RELATING TO
THE MASTER LEASE, THE PREMISES OR THE EQUIPMENT OR IMPROVEMENTS THEREIN.
SUBLESSEE SHALL COMPLY WITH ALL LAWS AND REGULATIONS RELATING TO SUBLESSEE'S USE
OF THE PREMISES, EXCEPT THAT SUBLESSEE SHALL NOT BE REQUIRED TO MAKE OR PAY FOR
ANY IMPROVEMENTS TO THE PREMISES OR THE PROJECT REQUIRED BY APPLICABLE LAWS (I)
OTHER THAN TO IMPROVEMENTS INSTALLED BY SUBLESSEE FOLLOWING THE DATE OF THIS
SUBLEASE AND (II) EXCEPT AS MAY BE RELATED TO OR TRIGGERED BY SUBLESSEE'S
PARTICULAR USE OF THE PREMISES, INCLUDING ANY USE OTHER THAN GENERAL OFFICE USE
AND INCLUDING ANY ALTERATIONS PERFORMED BY OR AT THE REQUEST OF SUBLESSEE OR ANY
GOVERNMENTAL PERMITS OR APPROVALS REQUESTED BY SUBLESSEE.
SUBLESSOR HEREBY
AGREES TO INDEMNIFY, DEFEND AND HOLD SUBLESSEE HARMLESS FROM AND AGAINST ANY
LOSS, COST, DAMAGE, LIABILITY, CLAIM OR EXPENSE (INCLUDING REASONABLE ATTORNEYS'
FEES AND COURT COSTS) ARISING FROM OR RELATING TO ANY HAZARDOUS MATERIALS
LOCATED IN, ON OR BELOW THE PREMISES AS OF THE DATE OF DELIVERY OF PHYSICAL
POSSESSION OF THE PREMISES TO SUBLESSEE THAT WERE RELEASED OR EMITTED BY
SUBLESSOR OR ITS AGENTS, EMPLOYEES OR CONTRACTORS.
7.
ASSIGNMENT AND SUBLETTING:
SUBLESSEE MAY NOT ASSIGN THIS SUBLEASE,
SUBLET THE PREMISES, TRANSFER ANY INTEREST OF SUBLESSEE THEREIN OR PERMIT ANY
USE OF THE PREMISES BY ANOTHER PARTY (COLLECTIVELY, "TRANSFER"), WITHOUT THE
PRIOR WRITTEN CONSENT OF SUBLESSOR AND MASTER LESSOR, WHICH CONSENT OF SUBLESSOR
AND MASTER LESSOR SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.
NOTWITHSTANDING THE FOREGOING, SUBLESSEE
3
MAY, WITHOUT SUBLESSOR'S CONSENT (BUT WITH NOTICE TO SUBLESSOR AND MASTER
LESSOR), TRANSFER ALL OR A PORTION OF THE PREMISES TO AN AFFILIATE OR SUBSIDIARY