TO ASSIGN THIS SUBLEASE OR SUBLEASE ALL OR A PORTION OF THE SUBLEASED
PREMISES, (II) THE NAME OF THE PROPOSED ASSIGNEE OR SUBLESSEE, AND (III) THE
TERMS OF THE PROPOSED ASSIGNMENT OR SUBLEASE.
IN ADDITION, SUBLESSEE SHALL
PROVIDE SUBLESSOR WITH THE NECESSARY FINANCIAL INFORMATION FOR THE ASSIGNEE.
SUBLESSOR SHALL, WITHIN FIFTEEN (15) DAYS OF RECEIPT OF SUCH NOTICE, AND ANY
ADDITIONAL INFORMATION REQUESTED BY SUBLESSOR CONCERNING THE PROPOSED ASSIGNEE'S
OR SUBLESSEE'S FINANCIAL RESPONSIBILITY, ELECT TO:
(A) CONSENT TO SUCH PROPOSED
ASSIGNMENT OR SUBLEASE; OR (B) REFUSE SUCH CONSENT, WHICH REFUSAL SHALL BE ON
REASONABLE GROUNDS.
14.2
TRANSFER TO AFFILIATES.
NOTWITHSTANDING ANYTHING
TO THE CONTRARY IN THE PRIME LEASE OR THIS ARTICLE 14, SUBLESSEE SHALL BE
ENTITLED TO ASSIGN OR SUBLET THE SUBLEASED PREMISES WITHOUT CONSENT BY PRIME
LESSOR OR SUBLESSOR TO ANY ENTITY CONTROLLING SUBLESSEE OR ANY AFFILIATE OR
ENTITY UNDER COMMON CONTROL OR CONTROLLED IN COMMON BY SUBLESSEE OR ANY OF ITS
RELATED ENTITIES.
SUBLESSEE MAY ALSO ASSIGN THIS SUBLEASE, WITHOUT PRIME
LESSOR'S AND SUBLESSOR'S CONSENT, TO ANY SUCCESSOR ENTITY, WHETHER BY MERGER,
CONSOLIDATION OR OTHERWISE, OR TO ANY PERSON OR ENTITY WHO PURCHASES ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF SUBLESSEE.
SUBLESSEE SHALL SEND SUBLESSOR A
NOTICE OF ANY TRANSFER PURSUANT TO THIS SECTION 14.2.
14.3
NO RIGHT TO RECAPTURE.
SUBLESSOR SHALL HAVE NO
RIGHT TO RECAPTURE ANY PORTION OF THE SUBLEASED PREMISES SHOULD SUBLESSEE
CONTEMPLATE AN ASSIGNMENT OR SUBLEASE OF ALL OR A PORTION OF THE SUBLEASED
PREMISES.
14.4
PERMITTED OCCUPANTS.
SUBLESSOR HEREBY AGREES
THAT WITHOUT SUBLESSOR'S CONSENT, SUBLESSEE MAY ENTER INTO OCCUPANCY AGREEMENTS
WITH CLIENTS, PARTNERS, GOVERNMENTAL AGENCIES AND INSTRUMENTALITIES THEREOF,
VENDORS OR AFFILIATES OF SUBLESSEE ("PERMITTED OCCUPANTS") ALLOWING PERMITTED
OCCUPANTS TO OCCUPY PORTIONS OF THE SUBLEASED PREMISES AS LONG AS SUCH
RELATIONSHIP WAS NOT CREATED AS A SUBTERFUGE TO AVOID THE OBLIGATIONS SET FORTH
IN THIS ARTICLE 14.
SUBLESSEE SHALL PROVIDE SUBLESSOR WITH REASONABLE PRIOR
NOTICE OF ITS INTENT TO ENTER INTO ANY OCCUPANCY AGREEMENTS, WHICH NOTICE SHALL
IDENTIFY THE PERMITTED OCCUPANT.
15.
MAINTENANCE AND REPAIR/DAMAGE AND
DESTRUCTION.
15.1
SUBLESSOR'S RESPONSIBILITIES.
SUBLESSOR SHALL
CONTINUE TO RETAIN RESPONSIBILITY AND SHALL MAINTAIN, REPAIR AND RESTORE THE
BUILDINGS, THE PROJECT COMMON AREA, INCLUDING WITHOUT LIMITATION THE PARKING
FACILITIES, THE CENTRAL PLANT AND ALL LINES AND OTHER BUILDING SYSTEMS CONNECTED
TO THE CENTRAL PLANT, THE LAND, AND THE SUBLEASED PREMISES, AND SHALL COMPLY
WITH ALL OBLIGATIONS UNDER THE PRIME LEASE, AND THIS SUBLEASE.
EXCEPT FOR
SUBLESSEE'S
28
OBLIGATIONS UNDER (A) SECTION 3 OF THIS SUBLEASE FOR THE PAYMENT OF PROJECT
OPERATING EXPENSES AND BUILDING OPERATING EXPENSES, AND (B) SECTION 15.2 BELOW,
SUBLESSEE SHALL HAVE NO RESPONSIBILITY FOR SUCH MAINTENANCE AND REPAIR.
IN
CARRYING OUT SUBLESSOR'S MAINTENANCE AND REPAIR OBLIGATIONS HEREUNDER, SUBLESSOR
HEREBY AGREES TO PERFORM SUCH OBLIGATIONS IN A MANNER AT LEAST EQUAL TO THE
LEVEL OF PERFORMANCE OF SUCH OBLIGATIONS PROVIDED BY COMPARABLE SUBLESSORS TO
OTHER COMPARABLE OFFICE BUILDINGS IN THE CITY OF SAN DIEGO.
THE OBLIGATIONS OF
SUBLESSOR HEREUNDER SHALL INCLUDE THE MAINTENANCE, REPAIR AND/OR CAPITAL
REPLACEMENTS OF (A) THE HVAC SYSTEM, EXCEPT AS EXPRESSLY