Common use of Performance by Sublessor Clause in Contracts

Performance by Sublessor. Notwithstanding anything to the contrary contained in this Sublease, Sublessor shall not be required to furnish, supply or install anything required of Master Lessor under any Article or Section of the Master Lease, provided, however, that Sublessor shall promptly notify Master Lessor of any maintenance deficiencies or repair obligations of Master Lessor under the Master Lease within a reasonable time (but in no event more than two (2) business days) after Sublessee notifies Sublessor of such deficiencies. Sublessor shall have no liability or responsibility whatsoever for Master Lessor’s failure or refusal to perform under the Master Lease, unless such non-performance is a result of Sublessor’s breach or default of the Master Lease and such breach or default is not caused by Sublessee. Sublessor’s obligation to use its commercially reasonable good faith efforts to cause Master Lessor to observe and perform its obligations under the Master Lease shall not be a guarantee by Sublessor of Master Lessor’s compliance with the provisions of the Master Lease, and in no event shall Sublessor be required to initiate any litigation proceedings or file suit against Master Lessor. Sublessor agrees to pay all rent payable under the Master Lease to Master Lessor in accordance with the terms of the Master Lease, and otherwise to perform its obligations under the Master Lease except to the extent Sublessee expressly agrees to perform such obligations with respect to the Sublease Premises pursuant to the terms hereof. Sublessor shall deliver promptly to Sublessee copies of all notices Sublessor receives from Master Lessor with respect to the Master Lease and/or the Premises. Sublessor covenants and agrees to pay all rent, and any other amounts, due and payable under the Master Lease on a timely basis. Any rental abatement available to Sublessor under the Master Lease in connection with a disruption in utilities, casualty, unavailability of the Sublease Premises or similar matter (excluding, however, any abatement under Sections 3.2, 3.3 and 3.4 of the Master Lease) shall apply on a fair and equitable basis to Monthly Base Rent and Additional Rent applicable hereunder. (By many of illustration and not limitation, if 50% of Sublessor’s monthly base rent is abated under the Master Lease with respect to the Sublease Premises, then 50% of Sublessee’s Monthly Base Rent shall be abated hereunder; and if 50% of Sublessor’s monthly base rent under the Master Lease is abated due to events, conditions or circumstances not applicable to or affecting the Sublease Premises, there shall be no abatement of Sublessee’s Monthly Base Rent hereunder.) Sublessor shall promptly deliver to Sublessee any notice received from Master Lessor or its agents in connection with the Master Lease that directly pertains to the Sublease or the Sublease Premises. Sublessor shall indemnify, defend and hold harmless Sublessee from any breach by Sublessor of the provisions of this Paragraph or Paragraph C below, including without limitation the reasonable costs of Sublessee’s attorneys.

Performance by Sublessor. Status of Master Landlord. Notwithstanding anything to -------------------------------------------------- any other provision of the contrary contained in Master Lease or this Sublease, Sublessee acknowledges and agrees that performance by Sublessor is conditioned in all cases upon Master Landlord's performance of its corresponding obligations under the Master Lease, and performance by Master Landlord shall be deemed performance by Sublessor. Sublessor does not assume the obligations of the Master Landlord under the Master Lease. Sublessor shall not be required liable to furnish, supply Sublessee for any default or install anything required other failure of the Master Lessor Landlord under the Master Lease. Despite any Article default or Section of other failure by Master Landlord under the Master Lease, this Sublease shall remain in full force and effect, and Sublessee shall pay all Rent and other amounts due under this Sublease without any abatement, deduction, counterclaim or offset; provided, however, that in the event Sublessor shall promptly notify Master Lessor of any maintenance deficiencies or repair obligations of Master Lessor under the Master Lease within obtains a reasonable time (but final judgment in no event more than two (2) business days) after Sublessee notifies its favor releasing Sublessor of such deficiencies. Sublessor shall have no liability or responsibility whatsoever for Master Lessor’s failure or refusal to perform from paying rent under the Master Lease, unless then Sublessor shall rebate to Sublessee an amount equal to the portion of such non-released rent due to the Sublease Premises less a proportionate share of all costs and expenses related to obtaining such final judgment. With respect to work, services, repairs, repainting, restoration, the provision of utilities, elevator or HVAC services, or the performance is a result of Sublessor’s breach or default of the Master Lease and such breach or default is not caused by Sublessee. Sublessor’s obligation to use its commercially reasonable good faith efforts to cause Master Lessor to observe and perform its other obligations under the Master Lease shall not be a guarantee by Sublessor required of Master Lessor’s compliance with the provisions of Landlord under the Master Lease, Sublessor's sole obligation with respect thereto shall be to request the same from Master Landlord, upon written request by Sublessee. Sublessee shall contact Master Landlord first to obtain the desired service or item and in no event shall only contact Sublessor be required if Master Landlord fails to initiate any litigation proceedings or file suit against Master Lessor. Sublessor agrees perform pursuant to pay all rent payable under the Master Lease to Master Lessor in accordance with the terms of the Master Lease, and otherwise to perform its obligations under the Master Lease except to the extent Sublessee expressly agrees to perform such obligations with respect to the Sublease Premises pursuant to the terms hereof. Sublessor shall deliver promptly to Sublessee copies of all notices Sublessor receives from Master Lessor with respect to the Master Lease and/or the Premises. Sublessor covenants and agrees to pay all rent, and any other amounts, due and payable under the Master Lease on a timely basis. Any rental abatement available to Sublessor under the Master Lease in connection with a disruption in utilities, casualty, unavailability of the Sublease Premises or similar matter (excluding, however, any abatement under Sections 3.2, 3.3 and 3.4 of the Master Lease) shall apply on a fair and equitable basis to Monthly Base Rent and Additional Rent applicable hereunder. (By many of illustration and not limitation, if 50% of Sublessor’s monthly base rent is abated under the Master Lease with respect to the Sublease Premises, then 50% of Sublessee’s Monthly Base Rent shall be abated hereunder; and if 50% of Sublessor’s monthly base rent under the Master Lease is abated due to events, conditions or circumstances not applicable to or affecting the Sublease Premises, there shall be no abatement of Sublessee’s Monthly Base Rent hereunder.) Sublessor shall promptly deliver to Sublessee any notice received from Master Lessor or its agents in connection with the Master Lease that directly pertains to the Sublease or the Sublease Premises. Sublessor shall indemnify, defend and hold harmless Sublessee from any breach by Sublessor of the provisions of this Paragraph or Paragraph C below, including without limitation the reasonable costs of Sublessee’s attorneys.

Performance by Sublessor. Notwithstanding anything to the contrary Signage Undertakings. Any obligation of Sublessor which is contained in this SubleaseSublease by incorporating the provisions of the Main Lease may be observed or performed by Sublessor using reasonable efforts to cause the landlord under the Main Lease to observe and/or perform the same, and Sublessor shall have a reasonable time to enforce its rights to cause such observance or performance. In the event Lessor, after notice and efforts by Sublessor hereunder, does not perform a material obligation and such failure of Lessor hereunder has a material adverse effect on the use and enjoyment of the Subleased Premises, Sublessor agrees at Sublessee's request, to commence legal action (the "Lessor Litigation") against Lessor seeking to cause such performance and obtain legal damages for Sublessee's benefit. If such failure affects only the Subleased Premises, Sublessee agrees to pay all reasonable costs and expenses associated with such legal action to Sublessor within ten (10) days of receipt of an invoice therefor. Otherwise, Sublessor shall share such costs and expenses in proportion to their proportionate square footage in the building. Sublessor promises to pay and perform all of its obligations under the Main Lease, and Sublessor shall not exercise any right that may reasonably be required anticipated to furnish, supply adversely affect Sublessee's tenancy or install anything required of Master Lessor rights under any Article or Section of the Master Leasethis Sublease without Sublessee's prior written consent, provided, however, that Sublessor shall promptly notify Master Lessor have no liability to Sublessee for the Lessor's failure to perform any of any maintenance deficiencies or repair obligations Lessor's obligation, except that Sublessor shall be obligated to use reasonable efforts, upon receipt of Master written request of Sublessee, to cause the Lessor under the Master Main Lease within a reasonable time (but in no event more than two (2) business days) after Sublessee notifies Sublessor of such deficiencies. Sublessor shall have no liability or responsibility whatsoever for Master Lessor’s failure or refusal to perform under the Master Lease, unless such non-performance is a result of Sublessor’s breach or default of the Master Lease and such breach or default is not caused by Sublessee. Sublessor’s obligation to use its commercially reasonable good faith efforts to cause Master Lessor to observe and and/or perform its obligations under the Master Main Lease and to commence and pursue the Lessor Litigation, as set forth above. Sublessee shall not in any event have any rights in respect of the Subleased Premises greater than Sublessor's rights under the Main Lease. Except as specifically excluded herein, and subject to the terms of the Main Lease and the rights of the Lessor thereunder, Sublessee shall benefit from all the rights and privileges existing under the Main Lease in favor of "Lessee" to the extent such rights and privileges are applicable to the Subleased Premises, and Sublessor agrees to use its reasonable efforts to enforce such rights and privileges for the benefit of Sublessee. Sublessor shall not be responsible for any failure or interruption; for any reason whatsoever (other than solely by reason of Sublessor's preference), of the services or facilities that are appurtenant to, or supplied at or to, the Subleased Premises, including, without limitation, electricity, heat, air conditioning, water, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (a) abatement or reduction of Sublessee's obligations under this Sublease, (b) constructive eviction, whether in whole or in part, or (c) liability on the part of Sublessor, unless such failure or interruption is caused solely by Sublessor's negligence or a guarantee breach or default by Sublessor of Master Lessor’s compliance with under the provisions Main Lease, Sublessor represents that to its knowledge, without specific investigation or inquiry, the heating, ventilating, and air-conditioning system serving the Subleased Premises "HVAC System") is in good working order. Sublessor agrees upon written notice from Sublessee to promptly bring to the attention of the Master Lessor any defect, interruption in service, or other failure of the HVAC System and to use diligent efforts to cause Lessor to honor its obligations as to such HVAC System under the Main Lease. Subject to the terms, conditions and consents of the Main Lease and Lessor's expressed written consent, Sublessee, at Sublessee's sole cost, shall have the right to install and maintain; one (1) eight foot (8') satellite dish in no event shall Sublessor be required a location which is deemed acceptable to initiate any litigation proceedings or file suit against Master Lessorthe Lessor and all applicable government agencies. Sublessor agrees to pay use all rent payable under diligent efforts to cause Lessor to provide graphics and signage space for Sublessee, on both the Master Lease to Master Lessor first and second floor lobbies, and on the "tombstone" sign in accordance with the terms front of the Master Leasebuilding, subject to Lessor's approval and otherwise to perform its obligations under the Master Lease except to the extent Sublessee expressly agrees to perform existing building standards for such obligations with respect to the Sublease Premises pursuant to the terms hereof. Sublessor shall deliver promptly to Sublessee copies of all notices Sublessor receives from Master Lessor with respect to the Master Lease and/or the Premises. Sublessor covenants and agrees to pay all rent, and any other amounts, due and payable under the Master Lease on a timely basis. Any rental abatement available to Sublessor under the Master Lease in connection with a disruption in utilities, casualty, unavailability of the Sublease Premises or similar matter (excluding, however, any abatement under Sections 3.2, 3.3 and 3.4 of the Master Lease) shall apply on a fair and equitable basis to Monthly Base Rent and Additional Rent applicable hereunder. (By many of illustration and not limitation, if 50% of Sublessor’s monthly base rent is abated under the Master Lease with respect to the Sublease Premises, then 50% of Sublessee’s Monthly Base Rent shall be abated hereunder; and if 50% of Sublessor’s monthly base rent under the Master Lease is abated due to events, conditions or circumstances not applicable to or affecting the Sublease Premises, there shall be no abatement of Sublessee’s Monthly Base Rent hereundersignage.) Sublessor shall promptly deliver to Sublessee any notice received from Master Lessor or its agents in connection with the Master Lease that directly pertains to the Sublease or the Sublease Premises. Sublessor shall indemnify, defend and hold harmless Sublessee from any breach by Sublessor of the provisions of this Paragraph or Paragraph C below, including without limitation the reasonable costs of Sublessee’s attorneys.

Performance by Sublessor. Notwithstanding anything to the contrary contained in this Sublease, Sublessor shall not be required to furnish, ------------------------ supply or install anything required of Master Lessor under any Article or Section article of the Master Main Lease, provided, however, that Sublessor shall promptly notify Master Lessor of any maintenance deficiencies or repair obligations of Master Lessor under the Master Lease within a reasonable time (but in no event more than two (2) business days) after Sublessee notifies Sublessor of such deficiencies. Sublessor shall have no liability or responsibility whatsoever for Master Lessor’s Overlandlord's failure or refusal to perform under the Master Incorporated Provisions. Subtenant shall have the right to instruct Overlandlord with respect to the performance by Overlandlord of Overlandlord's obligations as landlord under the Main Lease. Upon Sublessor's receipt of a written notice from Subtenant that Sublessor has failed to perform an obligation under the Incorporated Provisions, (because of a failure of Overlandlord to perform its obligation under the Main Lease) then Sublessor may, at its sole and exclusive option either (a) use its reasonable efforts to cause Overlandlord to observe and perform the same, provided, however, that Sublessor does not guarantee Overlandlord's compliance with the Incorporated Provisions, or (b) direct Subtenant to pursue its claim directly against Overlandlord which shall be done at Subtenant's sole cost and expense. Subtenant shall not in any event have any rights in respect of the Sublet Premises greater than Sublessor's rights under the Main Lease. Notwithstanding any provision to the contrary contained herein, as to Incorporated Provisions, Sublessor shall not be required to make any payment or perform any obligation, and Sublessor shall have no liability to Subtenant for any matter whatsoever, except for (i) Sublessor's obligation to pay the rent due under the Main Lease, unless such non-performance is a result of and (ii) Sublessor’s breach or default of the Master Lease and such breach or default is not caused by Sublessee. Sublessor’s 's obligation to use its commercially reasonable good faith efforts efforts, upon the written request of Subtenant, to cause Master Lessor Overlandlord to observe and and/or perform its obligations under the Master Main Lease (or, in the alternative, to direct Subtenant to pursue its claim against Overlandlord). Sublessor shall not be a guarantee by Sublessor of Master Lessor’s compliance with the provisions responsible for any failure or interruption, for any reason whatsoever, of the Master Leaseservices or facilities that may be appurtenant to or supplied at the Building, by Overlandlord or otherwise, including, without limitation, heat, air conditioning, water, elevator service and in cleaning service, if any; and no event failure to furnish, or interruption of, any such services or facilities shall Sublessor be required give rise to initiate any litigation proceedings any: (i) abatement, diminution or file suit against Master Lessor. Sublessor agrees to pay all rent payable under the Master Lease to Master Lessor in accordance with the terms reduction of the Master Lease, and otherwise to perform its Subtenant's obligations under this Sublease; (ii) constructive eviction, whether in whole or in part; or (iii) liability on the Master Lease except to the extent Sublessee expressly agrees to perform such obligations with respect to the Sublease Premises pursuant to the terms hereof. Sublessor shall deliver promptly to Sublessee copies of all notices Sublessor receives from Master Lessor with respect to the Master Lease and/or the Premises. Sublessor covenants and agrees to pay all rent, and any other amounts, due and payable under the Master Lease on a timely basis. Any rental abatement available to Sublessor under the Master Lease in connection with a disruption in utilities, casualty, unavailability of the Sublease Premises or similar matter (excluding, however, any abatement under Sections 3.2, 3.3 and 3.4 of the Master Lease) shall apply on a fair and equitable basis to Monthly Base Rent and Additional Rent applicable hereunder. (By many of illustration and not limitation, if 50% part of Sublessor’s monthly base rent is abated under the Master Lease with respect to the Sublease Premises, then 50% of Sublessee’s Monthly Base Rent shall be abated hereunder; and if 50% of Sublessor’s monthly base rent under the Master Lease is abated due to events, conditions or circumstances not applicable to or affecting the Sublease Premises, there shall be no abatement of Sublessee’s Monthly Base Rent hereunder.) Sublessor shall promptly deliver to Sublessee any notice received from Master Lessor or its agents in connection with the Master Lease that directly pertains to the Sublease or the Sublease Premises. Sublessor shall indemnify, defend and hold harmless Sublessee from any breach by Sublessor of the provisions of this Paragraph or Paragraph C below, including without limitation the reasonable costs of Sublessee’s attorneys.

Performance by Sublessor. Notwithstanding Sublessee recognizes that Sublessor is not in a position to render any services or to perform any of the obligations required of Landlord under the terms of the Master Lease. Therefore, despite anything to the contrary contained in this Sublease, Sublessor shall not be required to furnish, supply or install anything required of Master Lessor under any Article or Section of the Master Lease, provided, however, Sublessee agrees that Sublessor shall promptly notify Master Lessor of any maintenance deficiencies or repair obligations of Master Lessor under the Master Lease within a reasonable time (but in no event more than two (2) business days) after Sublessee notifies performance by Sublessor of such deficiencies. Sublessor shall have no liability or responsibility whatsoever for Master Lessor’s failure or refusal to perform its obligations under this Sublease is conditioned upon performance by Landlord of its corresponding obligations under the Master Lease, unless such non-performance is a result of Sublessor’s breach or and Sublessor will not be liable to Sublessee for any default of the Landlord under the Master Lease and such breach or default is not caused by SublesseeLease. Sublessor’s obligation to use its commercially reasonable good faith efforts Sublessor will exercise due diligence in attempting to cause Master Lessor to observe and perform its obligations under the Master Lease shall not be a guarantee by Sublessor of Master Lessor’s compliance with the provisions of the Master Lease, and in no event shall Sublessor be required to initiate any litigation proceedings or file suit against Master Lessor. Sublessor agrees to pay all rent payable under the Master Lease to Master Lessor in accordance with the terms of the Master Lease, and otherwise Landlord to perform its obligations under the Master Lease except to for the extent Sublessee expressly agrees to perform such obligations with respect to the Sublease Premises pursuant to the terms hereofbenefit of Sublessee. Sublessor shall deliver promptly to Sublessee copies of all notices Sublessor receives from Master Lessor with respect to If the Master Lease and/or terminates, at the Premisesoption of Master Landlord, this Sublease will terminate and the parties will be relieved of any further liability or obligation under this Sublease. Sublessor covenants and agrees to pay all rentHowever, and any other amounts, due and payable under if the Master Lease on terminates as a timely basisresult of a default or breach by Sublessor or Sublessee under this Sublease or the Master Lease, the defaulting party will be liable to the nondefaulting party for the damage suffered as a result of the termination. Any rental abatement available Regardless, if the Master Lease gives Sublessor any right to Sublessor under terminate the Master Lease in connection with a disruption in utilities, casualty, unavailability the event of the Sublease Premises partial or similar matter (excludingtotal damage, howeverdestruction, any abatement under Sections 3.2, 3.3 and 3.4 or condemnation of the Master Lease) shall apply on a fair and equitable basis to Monthly Base Rent and Additional Rent applicable hereunder. (By many Premises or the building or project of illustration and not limitation, if 50% of Sublessor’s monthly base rent is abated under which the Master Lease with respect to Premises are a part, the Sublease Premises, then 50% exercise of Sublessee’s Monthly Base Rent shall be abated hereunder; and if 50% of Sublessor’s monthly base rent under the Master Lease is abated due to events, conditions or circumstances not applicable to or affecting the Sublease Premises, there shall be no abatement of Sublessee’s Monthly Base Rent hereunder.) Sublessor shall promptly deliver to Sublessee any notice received from Master Lessor or its agents in connection with the Master Lease that directly pertains to the Sublease or the Sublease Premises. Sublessor shall indemnify, defend and hold harmless Sublessee from any breach this right by Sublessor of the provisions of this Paragraph will not constitute a default or Paragraph C below, including without limitation the reasonable costs of Sublessee’s attorneysbreach.