Common use of Sublandlord’s Obligations Clause in Contracts

Sublandlord’s Obligations. Sublandlord does not assume any obligation to perform the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on the part of Prime Landlord to be performed. In the event Prime Landlord shall fail to perform any of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performed, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the obligations of Prime Landlord under the Prime Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord of any of its obligations to Prime Landlord under the Prime Lease. A copy of the Prime Lease is attached hereto and made a part hereof as Exhibit C.

Sublandlord’s Obligations. Sublandlord does not assume any obligation agrees that Subtenant shall be entitled to perform the terms, covenants, conditions, provisions receive all services and agreements contained in the Prime Lease on the part of Prime repairs to be provided by Landlord to be performedSublandlord under the Master Lease. In the event Prime Subtenant shall look solely to Landlord for all such services and shall fail not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default under the termsMaster Lease. Any condition resulting from a Default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, covenantsactual or constructive, conditions, provisions of Subtenant and agreements contained in no such Default shall excuse Subtenant from the Prime Lease on performance or observance of any of its part obligations to be performedperformed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord shall have no liability by reason of any act or omission of Landlord under the Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant’s use or occupancy of the Sublease Premises. Notwithstanding anything in this Sublease to the contrary contained contrary, in this Sublease, the event that Subtenant sends Sublandlord shall a factually correct notice that it cannot use commercially reasonable, good-faith efforts to enforce the its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations of Prime Landlord under the Prime Master Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenantthen Sublandlord, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligationswill use commercially reasonable efforts, which cooperation shall include, in cases of any uncured breach with attorneys approved by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved paid for by Subtenant, to enforce the aforesaid unperformed, material Prime have Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or fulfill its obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Master Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord of any of its obligations to Prime Landlord under the Prime Lease. A copy of the Prime Lease is attached hereto and made a part hereof as Exhibit C..

Sublandlord’s Obligations. Sublandlord does not assume any obligation agrees that Subtenant shall be entitled to perform the terms, covenants, conditions, provisions receive all services and agreements contained in the Prime Lease on the part of Prime repairs to be provided by Landlord to be performedSublandlord under the Master Lease. In the event Prime Subtenant shall look solely to Landlord for all such services and shall fail not, under any circumstances, seek nor require Sublandlord to perform any of such services, not shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s Default under the termsMaster Lease. Any condition resulting from a Default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, covenantsactual or constructive, conditions, provisions of Subtenant and agreements contained in no such Default shall excuse Subtenant from the Prime Lease on performance or observance of any of its part obligations to be performedperformed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord shall have no liability by reason of any act or omission of Landlord under the Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant’s use or occupancy of the Sublease Premises. Notwithstanding anything in this Sublease to the contrary contained contrary, in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the event that Subtenant reasonably determines that Landlord is not fulfilling its maintenance and repair obligations of Prime Landlord under the Prime Lease, Master Lease and that such efforts shall include, without limitation: (i) upon failure affects Subtenant’s written requestpermitted use of the Sublease Premises and notifies Sublandlord in writing thereof, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenantthen Sublandlord, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligationswill use commercially reasonable efforts, which cooperation shall include, in cases of any uncured breach with attorneys approved by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved paid for by Subtenant, to enforce the aforesaid unperformed, material Prime have Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or fulfill its obligations under the Prime Master Lease. In addition, upon the written request of Subtenant, Sublandlord: (i) shall exercise its audit rights pursuant to Section 4.6 of the Master Lease or in consultation with Subtenant at Subtenant’s sole cost and expense, and (ii) shall exercise Sublandlord’s right to terminate the Existing Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness feespursuant to Section 2(b) undertaken by Sublandlord of the Existing Sublease at the request direction of Subtenant, provided that Subtenant shall reimburse Sublandlord for the $20.21 per diem amount required to be paid to Upstart under the Existing Sublease for any number of days elapsing between October 12, 2018 and the Second Floor Commencement Date. Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery represents and warrants to Subtenant of reasonably detailed invoices therefor. In as follows: (i) the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner Master Lease attached hereto as Exhibit A constitutes the entire agreement between Landlord and with the goal of employing a strategy which is designed to secure, subject Sublandlord relating to the conditions above, performance lease of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred Master Premises (except that certain economic terms have been redacted); (ii) no default or breach by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenantbest knowledge of Sublandlord, by Landlord exists under the Master Lease; (iii) no event has occurred that, with the passage of time, the giving of notice, or both, otherwise would constitute a default or breach by Sublandlord, or to the best of Sublandlord’s default knowledge, the Landlord under the Prime Master Lease. The execution ; (iv) subject to receipt of Landlord’s written consent hereto, Sublandlord has the right and power to execute and deliver this Sublease and Prime Landlord’s consent thereto, to perform its obligations hereunder. Sublandlord shall not relieve rescind, amend or otherwise enter into any agreement modifying, terminating or otherwise affecting the Master Lease in a manner that materially adversely affects Subtenant’s rights under this Sublease without the prior written consent of Subtenant, except in the event of a right to terminate the Master Lease in connection with casualty or condemnation. In addition, Sublandlord of agrees that it shall not exercise any of its obligations option or other right to Prime Landlord under extend the Prime initial Lease Term pursuant to the Master Lease. A copy of the Prime Lease is attached hereto and made a part hereof as Exhibit C..

Sublandlord’s Obligations. Sublandlord does not assume any obligation to perform the terms, covenants, conditions, provisions and agreements Anything contained in this Sublease or in the Prime Lease on to the part of Prime Landlord to be performed. In the event Prime Landlord shall fail to perform any of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performedcontrary notwithstanding, Sublandlord shall have no liability responsibility to Subtenant. Notwithstanding anything Subtenant for, and shall not be required to provide, any of the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce services or make any of the obligations of repairs or restorations that Prime Landlord has agreed to make or provide, or cause to be made or provided, under the Prime Lease and Subtenant shall rely upon, and look solely to, Prime Landlord for the provision or making thereof. If Prime Landlord shall default in the performance of any of its obligations under the Prime Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying or if Subtenant wishes to file a protest or to dispute any matter or thing Sublandlord has the right to protest or dispute as Prime Landlord of any nonperformance Tenant under the Prime Lease Lease, then Subtenant shall advise Sublandlord of such protest or dispute (together with all material facts and requesting that circumstances pertaining thereto) and Sublandlord shall make demand on Prime Landlord perform its obligations thereunder; and shall employ all reasonable efforts (iibut at no material cost) after the time for to cause Prime Landlord to cure such default or resolve such dispute. If Sublandlord shall fail to cause Prime Landlord to cure such default (or if such dispute shall not be resolved) within a breach has expiredreasonable period of time, cooperating with Subtenantthen following notice from Subtenant to Sublandlord, Subtenant shall have the right, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant Sublandlord, to file any such protest and/or to make demand or institute any appropriate action or proceeding against Prime Landlord for the enforcement of its obligations. Sublandlord agrees that it shall sign such demands, pleadings and/or other papers, and shall otherwise cooperate with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and or necessary to enable Subtenant shall be entitled to jointly control proceed in Sublandlord’s name to enforce the conduct obligations of the litigation; provided, however that in the conduct of any such litigation, both Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime LeaseLandlord, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. that Subtenant shall indemnify and defend Sublandlord against, and hold Sublandlord harmless from, any and all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities liability incurred by Sublandlord or judgment entered against Sublandlord, in connection with the prosecution by Subtenant of any initiation of litigation by such proceeding or action. Sublandlord pursuant to the foregoing provisionsalso agrees that as long as Subtenant is not in default hereunder, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent Sublandlord will not caused by Subtenant, by Sublandlord’s default (i) take any action which would constitute a voluntary surrender under the Prime Lease. The execution , or (ii) willfully default thereunder resulting in the termination of this Sublease and Prime Landlordand/or Subtenant’s consent thereto, shall not relieve eviction thereunder. Except as may result from a default of Sublandlord of any of its obligations to Prime Landlord under the Prime Lease. A copy Lease as specified in the preceding sentence, or a breach of the Prime Lease is attached hereto and made a part hereof as Exhibit C.this Sublease, Subtenant shall not make any claim against Sublandlord.

Sublandlord’s Obligations. Sublandlord does not assume any obligation to perform the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on the part of Prime Landlord to be performed. In the event Prime Landlord shall fail to perform any of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performed, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the obligations of Prime Landlord under the Prime Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting agrees that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control receive all utilities, services and repairs provided by Landlord to Sublandlord under the conduct Master Lease with respect to the Sublease Premises. Subtenant shall look solely to Landlord for all such utilities, services and repairs, and shall not, under any circumstances, seek nor require Sublandlord to perform or provide any of such utilities, services or repairs, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s default under the Master Lease. Upon written notice from Subtenant to Sublandlord that Landlord has failed to provide or perform any utilities, services or repairs required of Landlord under the Master Lease, or other obligations of Landlord under the Master Lease which affect the use and enjoyment of the litigation; providedSublease Premises by Subtenant, however that in the conduct of any Sublandlord agrees to use commercially reasonable efforts to cause Landlord to cure or correct such litigation, both Sublandlord and failure as soon as reasonably practicable. Subtenant shall have an obligation no right to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation cure any default by Sublandlord under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Master Lease or Sublease without such other party’s consent, this Sublease. Unless Subtenant first obtains the written consent of Sublandlord (which shall not be unreasonably withheldwithheld or delayed), conditionedSubtenant shall not have the right to arrange directly with Landlord to perform any Alterations or improvements to the Sublease Premises, or delayedto obtain any services, utilities or repairs, other than customary and routine services which currently arc being provided by Landlord to the Sublease Premises. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees Any condition resulting from a default by Landlord shall not constitute as between Sublandlord and consultant and expert witness fees) undertaken by Sublandlord at the request Subtenant an eviction, actual or constructive, of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to and no such default shall excuse Subtenant of reasonably detailed invoices therefor. In from the event of any dispute regarding responsibility for payment of such costs, performance or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord observance of any of its obligations to Prime be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Prime Master Lease. A copy Subject to Sublandlord’s rights and remedies under the Master Lease, Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease and otherwise perform all of the Prime material obligations of Sublandlord under the Master Lease is attached hereto and made a part hereof as Exhibit C.to the extent that failure to perform the same would adversely affect Subtenant’s use or occupancy of the Sublease Premises.

Sublandlord’s Obligations. Sublandlord does not assume any obligation to perform covenants and agrees that all obligations of Sublandlord under the termsMaster Lease, covenants, conditions, provisions and agreements contained in the Prime Lease on the part of Prime Landlord other than those which are to be performed. In the event Prime Landlord shall fail to perform any of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performed, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the obligations of Prime Landlord under the Prime Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved done or performed by Subtenant, with respect to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may Sublease Premises shall be reasonably required done or performed by such legal counsel)Sublandlord. Sublandlord and agrees that Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both receive all services and repairs to be provided by Landlord to Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Master Lease. Subtenant shall indemnify look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord againstto perform any of such services, and hold nor shall Subtenant make any claim upon Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred for any damages which may arise by Sublandlord in connection with any initiation reason of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s Landlord's default under the Prime Master Lease. The execution of this Sublease and Prime Landlord’s consent thereto, Any condition resulting from a default by Landlord shall not relieve constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such default shall excuse Subtenant from the performance or observance of any of its obligations to Prime be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease unless, and to the extent, Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the Prime Master Lease also. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease. A copy Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant's use or occupancy of the Prime Lease is attached hereto and made a part hereof as Exhibit C.Sublease Premises.

Sublandlord’s Obligations. Sublandlord does not assume any obligation to perform the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on the part of Prime Landlord to be performed. In the event Prime Landlord shall fail to perform any of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performed, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the obligations of Prime Landlord under the Prime Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting agrees that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both Sublandlord receive all services and Subtenant shall have an obligation repairs to act in a commercially reasonable manner and with the goal of employing a strategy which is designed be provided by Landlord to secure performance of the aforesaid unperformed, material Prime Landlord obligation Tenant under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Master Lease. Subtenant shall indemnify look solely and directly to Landlord for all such services and shall not, under any circumstances, seek or require Sublandlord againstto perform any of such services, and hold nor shall Subtenant make any claim upon Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred for any damages which may arise by Sublandlord in connection with any initiation reason of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s Landlord's or Tenant's default under the Prime Master Lease. The execution of this Sublease and Prime Landlord’s consent thereto, Any condition resulting from a default by Landlord or Tenant shall not relieve constitute, as between Sublandlord and Subtenant, an eviction, actual or constructive, of Subtenant and no such default shall excuse Subtenant from the performance or observance of any of its obligations to Prime be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord or Tenant under the Prime Master Lease. A copy Sublandlord shall have the right to perform all obligations under the Master Lease and to cure any breach or default by Subtenant under the Master Lease that may result in termination of the Prime Lease is attached hereto and made a part hereof as Exhibit C.this Sublease within applicable grace, notice or cure periods.

Sublandlord’s Obligations. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Phase A Lease. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord's default under the Phase A Lease. Any condition resulting from a default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or, except as otherwise provided in this Sublease, entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. In furtherance of the foregoing, and subject to Paragraph 14 hereof, Subtenant does not assume hereby waive any obligation cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Phase A Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Phase A Lease to the extent that failure to perform the terms, covenants, conditions, provisions and agreements contained in same would adversely affect Subtenant's use or occupancy of the Prime Lease on the part of Prime Landlord to be performedSublease Premises. In the event Prime of a breach by Landlord shall fail to perform of any term of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performed, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the obligations of Prime Landlord under the Prime Phase A Lease, and such then Sublandlord's sole obligation in regard to its obligation under this Sublease shall be to diligently pursue the correction or cure by Landlord of Landlord's breach. Such efforts shall include, without limitation: (i) , upon Subtenant’s written 's request, (a) immediately notifying Prime Landlord of any nonperformance its non-performance under the Prime Phase A Lease and requesting demanding that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Phase A Lease and/or (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation b) assigning Sublandlord's rights under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Phase A Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord of any of its obligations to Prime Landlord under the Prime Lease. A copy of the Prime Lease is attached hereto and made a part hereof as Exhibit C.the

Sublandlord’s Obligations. (a) Provided that Subtenant is not in default under the terms of this Sublease, Sublandlord agrees (i) to make timely payments of the Rent due under the Master Lease and to perform all of its other obligations under the Master Lease (except to the extent assumed by Subtenant hereunder), (ii) subject to Sublandlord’s right to exercise a discretionary right to terminate the Master Lease as set forth in the second sentence of Section 15 hereof, to maintain the Master Lease in full force and effect and (iii) not to amend the Master Lease in any way which could have a material adverse impact on Subtenant. (b) To the extent that the provision of any services or the performance of any maintenance or any other act (collectively “Master Landlord Obligations”) is the responsibility of Master Landlord, Sublandlord, upon Subtenant’s request, shall make reasonable efforts to cause Master Landlord under the Master Lease to perform such Master Landlord Obligations; provided, however, that in no event shall Sublandlord be liable to Subtenant for any liability, loss or damage whatsoever in the event that Master Landlord should fail to perform the same, nor shall Subtenant be entitled to withhold the payment of Rent or terminate this Sublease, unless such failure is the result of an event of default on the part of Sublandlord under this Sublease, the Master Lease, or both. It is expressly understood that Sublandlord does not assume any obligation Master Landlord Obligations and that the services and repairs that are incorporated herein by reference, including but not limited to perform the termsfurnishing of elevators or other services or maintenance, covenantsrestoration (following casualty or destruction), conditionsor repairs to the Building, provisions Premises and/or Sublease Premises which are Master Landlord Obligations will in fact be furnished by Master Landlord and agreements contained not Sublandlord, except to the extent otherwise provided herein. (c) Sublandlord shall, at its sole cost and expense, maintain in the Prime Lease on the part of Prime Landlord to be performed. In the event Prime Landlord shall fail to perform any good condition and repair all portions of the termsBuilding and the Common Areas which Sublandlord, covenantsas tenant under the Master Lease, conditionsis obligated to maintain and repair pursuant to Section 12.2(a) of the Master Lease, provisions and agreements contained in except for the Prime Lease on its part to be performedinterior portions of the Sublease Premises, Sublandlord shall have no liability to Subtenant. Notwithstanding anything which, subject to the contrary contained terms hereof, shall be maintained by Subtenant. (d) Except as provided in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts have no other obligations to enforce the obligations of Prime Landlord under the Prime Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, respect to enforce the aforesaid unperformed, material Prime Landlord obligation under Sublease Premises or the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Master Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord of any of its obligations to Prime Landlord under the Prime Lease. A copy of the Prime Lease is attached hereto and made a part hereof as Exhibit C.Obligations.

Sublandlord’s Obligations. Sublandlord does not assume any obligation to perform the termsSubtenant agrees that, covenants, conditions, provisions and agreements contained in the Prime Lease on the part of Prime Landlord to be performed. In the event Prime Landlord shall fail to perform any of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performed, Sublandlord shall have no liability to Subtenant. Notwithstanding notwithstanding anything to the contrary contained in this SubleaseSublease or in the Prime Lease, Sublandlord shall use commercially reasonableis not hereby assuming any responsiblity or obligation in connection with, good-faith efforts to enforce or for any of the obligations of representations made by, Prime Landlord under the Prime Lease, and such efforts nor shall includeSublandlord be required to provide any of the services or make any of the alterations, without limitation: (i) upon Subtenant’s written requestinstallations, notifying repairs or restorations or take any other actions that Prime Landlord has agreed to provide, to make, to take or to cause to be provided or made or taken under the provisions of any nonperformance under the Prime Lease and requesting that Subtenant shall rely upon, and look solely to Prime Landlord perform for the provisions or making thereof. If Prime Landlord shall default in the performance of any of its obligations thereunder; and (ii) after under the time for Prime Lease, Subtenant shall not have the right to proceed in Sublandlord's name to enforce Prime Landlord's obligations, provided, however, that if Prime Landlord shall have defaulted in the performance of any obligation under the Prime Lease, which default materially adversely affects the Sublease Premises, Subtenant's use thereof, or the services required to cure a breach has expiredbe provided to the Sublease Premises under this Sublease, cooperating then, provided Subtenant is in compliance with Subtenantits obligations hereunder, Sublandlord agrees, upon the reasonable request of Subtenant and at Subtenant’s 's sole cost and expense, to enforce Prime Landlord’s obligationsmake, which cooperation shall include, in cases of demand or institute any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation proceeding or action appropriate under the Prime Lease (including executing such documents for the enforcement or performance of said obligation. If requested by Sublandlord, and as may be reasonably required a condition to Sublandlord making, demanding, instituting or continuing any proceeding or action contemplated by such legal counsel). Sublandlord and the prior sentence, Subtenant shall be entitled provide a cash deposit or other assurances reasonably satisfactory to jointly control Sublandlord for the conduct payment of the litigation; provided, however that in the conduct of any such litigation, both Sublandlord costs and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred expenses anticipated by Sublandlord in connection with any initiation such dispute, including, without limitation, resonable attorney's fees. If such proceedings or action shall also seek enforcement or performance of litigation by Sublandlord pursuant to obligations for the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution benefit of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord of any of its obligations to Prime Landlord under the Prime Lease. A copy portions of the Prime Lease is attached hereto Premises other than the Sublease Premises, Sublandlord shall pay Sublandlord's equitable share of the cost and made a part hereof as Exhibit C.expense of such proceeding or action, including, without limitation, reasonable attorney's fees.

Sublandlord’s Obligations. (a) To the extent that the provision of any services or the performance of any maintenance or any other act respecting the Sublease Premises, the Premises or Building is the responsibility of Master Landlord (collectively, “Master Landlord Obligations”), upon Subtenant’s request, Sublandlord does not assume shall make reasonable efforts to cause Master Landlord to perform such Master Landlord Obligations; provided, however, that in no event shall Sublandlord be liable to Subtenant for any obligation liability, loss or damage whatsoever in the event that Master Landlord should fail to perform the termssame, covenantsnor shall Subtenant be entitled to withhold the payment of Rent or terminate this Sublease. It is expressly understood that the services and repairs which are incorporated herein by reference, conditionsincluding, provisions but not limited to, the maintenance of all of the fire protection and agreements contained life/safety systems, the roof and roof coverings, exterior painting, exterior window cleaning, exterior lighting, parking areas, pavement, landscaping, sprinkler systems, sidewalks, driveways and curbs, as well as maintenance of Project common areas and structural portions of the floors, foundations and exterior and interior load bearing walls and the structural portions of the roof, will in fact be furnished by Master Landlord and not by Sublandlord. In addition, Sublandlord shall not be liable for any maintenance, restoration (following casualty or destruction) or repairs in or to the Prime Lease on Building or the part of Prime Sublease Premises, other than its obligation hereunder to use reasonable efforts to cause Master Landlord to be performed. In perform its obligations under the event Prime Master Lease; provided, however, that if Sublandlord fails to use reasonable effort to cause Master Landlord shall fail to perform any within ten (10) business days after receipt of written notice of such failure from Subtenant, Sublandlord agrees that Subtenant may, at Subtenant’s election, exercise such rights as Sublandlord may have to enforce or seek the termsenforcement of Master Landlord’s obligations under the Master Lease to the extent such obligations of Master Landlord affect the Sublease Premises, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performedall at Subtenant’s expense. (b) Except as otherwise provided herein, Sublandlord shall have no liability other obligations to Subtenant. Notwithstanding anything Subtenant with respect to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce Sublease Premises or the obligations of Prime Landlord under the Prime Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Master Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord of any of its obligations to Prime Landlord under the Prime Lease. A copy of the Prime Lease is attached hereto and made a part hereof as Exhibit C.Obligations.

Sublandlord’s Obligations. Sublandlord does not assume any obligation represents and warrants to perform the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on the part of Prime Landlord to be performed. In the event Prime Landlord shall fail to perform any Subtenant that as of the termsDelivery Date, covenantsneither Sublandlord nor Landlord are in default of the Master Lease, conditionsnor has an event occurred which, provisions and agreements contained in with the Prime Lease on its part to be performedpassage of time or giving of notice or both, would constitute a default by Sublandlord shall have no liability to Subtenant. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the obligations of Prime or Landlord under the Prime Master Lease, . Sublandlord covenants and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting agrees with Subtenant that Prime Landlord Sublandlord will timely perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, all of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Master Lease or Sublease without such other party’s consent(including, which shall but not be unreasonably withheldlimited to, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting all Rent (as defined in a commercially reasonable manner the Master Lease) and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation other amounts payable by Sublandlord pursuant to the foregoing provisionsMaster Lease). In the event Sublandlord fails to timely perform any such obligations under the Master Lease, except then in addition to any other rights and remedies, Subtenant will have the extent right to perform such litigation is caused by Sublandlord’s default obligations and offset the costs thereof against any amounts due to Sublandlord under this Sublease or, Sublease. With respect to the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime any matter requiring Landlord’s consent thereto, shall not relieve Sublandlord of any of its obligations to Prime Landlord or approval under the Prime Master Lease, Sublandlord covenants and agrees to request and use commercially reasonable efforts to obtain such consent or approval, as applicable, from Landlord upon Subtenant’s reasonable written request. A copy Sublandlord covenants and agrees that it will not agree with Landlord to the cancellation or termination of the Prime Master Lease is attached hereto and made or to the modification, annulment, or supplementation of the Master Lease in a part hereof as Exhibit C.manner that (a) would prevent, limit or otherwise adversely affect Subtenant’s use of the Sublease Premises; (b) shorten the Term or increase the Rent payable by Subtenant under this Sublease; or (c) in any other way increase Subtenant’s liability or decrease its rights under this Sublease.

Sublandlord’s Obligations. Sublandlord does not assume any obligation to perform covenants and agrees that all obligations of Sublandlord under the termsMaster Lease, covenants, conditions, provisions and agreements contained in the Prime Lease on the part of Prime Landlord other than those which are to be performed. In the event Prime Landlord shall fail to perform any of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performed, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the obligations of Prime Landlord under the Prime Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved done or performed by Subtenant, with respect to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may Sublease Premises shall be reasonably required done or performed by such legal counsel)Sublandlord. Sublandlord and agrees that Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both receive all services and repairs to be provided by Landlord to Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Master Lease. Subtenant shall indemnify look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord againstto perform any of such services, and hold nor shall Subtenant make any claim upon Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred for any damages which may arise by Sublandlord in connection with any initiation reason of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by SublandlordLandlord’s default under the Prime Master Lease; provided, however, Sublandlord shall provide all necessary assistance and cooperation to Subtenant (at no material cost or liability to Sublandlord) to enforce Sublandlord’s rights under the Master Lease to compel performance by Landlord with respect to such services or repairs to which Subtenant is entitled. The execution of this Sublease and Prime Landlord’s consent thereto, Any condition resulting from a default by Landlord shall not relieve constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such default shall excuse Subtenant from the performance or observance of any of its obligations to Prime be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease unless and to the extent Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the Prime LeaseMaster Lease also. A copy In furtherance of the Prime foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease, subject to the right of assistance and cooperation from Sublandlord described above. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease is attached hereto and made a part hereof to the extent that failure to perform the same would adversely affect Subtenant’s use or occupancy of the Sublease Premises. Sublandlord shall extend all reasonable cooperation to Subtenant (at no material cost or liability to Sublandlord) to enable Subtenant to receive the benefits under this Sublease, as Exhibit C.the same are dependent upon performance under the Master Lease.

Sublandlord’s Obligations. (a) To the extent that the provision of any services or the performance of any maintenance or any other act respecting the Sublease Premises, the Premises or Building is the responsibility of Master Landlord (collectively “Master Landlord Obligations”), upon Subtenant’s request, Sublandlord does not assume shall make reasonable efforts to cause Master Landlord to perform such Master Landlord Obligations; provided, however, that in no event shall Sublandlord be liable to Subtenant for any obligation liability, loss or damage whatsoever in the event that Master Landlord should fail to perform the termssame, covenantsnor shall Subtenant be entitled to withhold the payment of Rent or terminate this Sublease. It is expressly understood that the services and repairs which are incorporated herein by reference will in fact be furnished by Master Landlord and not by Sublandlord. (b) Sublandlord shall provide cleaning and janitorial services as specified on Exhibit D hereto (“Cleaning Specs”). (c) Except as otherwise provided in this Section 17, conditions, provisions Sublandlord shall have no other obligations to Subtenant with respect to the Sublease Premises or the performance of the Master Landlord Obligations. (d) Subtenant shall have the use of the existing security card access system at the entrances to the building. Sublandlord shall program and agreements contained deliver ( ) access cards for Subtenant. Subtenant shall pay the cost for each card issued at the rate of Twenty Five (25) USD per card payable upon receipt of the access cards. Sublandlord will attempt to honor Subtenant’s request for additional access cards to be issued after the initial delivery in the Prime Lease a timely manner. Other than for negligence on the part of Prime Landlord to be performed. In the event Prime Landlord shall fail to perform any of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performedSublandlord, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to for any breach of security occurring in or at the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the obligations of Prime Landlord under the Prime LeaseSublease Premises, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord Subtenant agrees to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, on this account. (e) Subtenant shall pay all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by personal property taxes levied against the property of Subtenant contained in the Sublease Premises coming due after the Commencement Date. Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent shall pay such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default real and/or personal property taxes as required under the Prime Master Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord of any of its obligations to Prime Landlord under the Prime Lease. A copy of the Prime Lease is attached hereto and made a part hereof as Exhibit C..

Sublandlord’s Obligations. Sublandlord does not assume agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master Lease. Subtenant shall look solely to Landlord for all such services and shall not, under any obligation circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord's default under the termsMaster Lease. Any condition resulting from a default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, covenantsactual or constructive, conditionsof Subtenant unless such condition constitutes an eviction, provisions actual or reconstructive, as between Sublandlord and agreements contained in Landlord and no such default shall excuse Subtenant from the Prime Lease on the part performance or observance of Prime Landlord any of its obligations to be performed. In performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the event Prime Rent provided for in tis Sublease unless such default (a) If Landlord shall fail to observe or perform any of the terms, covenants, conditions, provisions and conditions or agreements contained in of the Prime Lease on its part to be performed, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the obligations of Prime Landlord under the Prime Master Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s its sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control take or commence such actions as are appropriate to enforce Landlord's observance or performance. Sublandlord agrees to cooperate with Subtenant in the conduct prosection of the litigation; said actions provided, however however, that in the conduct Subtenant hereby indemnifies and holds harmless Sublandlord from any claim, liability or expense incurred by or threatened against Sublandlord by reason of any such litigation, both Sublandlord and action taken by Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken (other than liability or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is expense caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord of any of its obligations to Prime Landlord under the Prime Lease. A copy of the Prime Lease is attached hereto and made a part hereof as Exhibit C.'s actions or omissions).

Sublandlord’s Obligations. Sublandlord does not assume any obligation agrees that Subtenant shall be entitled to perform the terms, covenants, conditions, provisions benefit of those rights and agreements other privileges (except for those contained in the Prime Excluded Provisions) of Sublandlord as “tenant” under the provisions of the Master Lease on the part of Prime as redacted and attached hereto and shall be entitled to receive all services and repairs to be provided by Landlord to be performed. In Sublandlord under the event Prime Landlord shall fail to perform any of the termsMaster Lease, covenantsprovided, conditions, provisions and agreements contained in the Prime Lease on its part to be performed, however Sublandlord shall have no liability to SubtenantSubtenant for Landlord’s failure to provide any of such services or repairs. Subtenant shall look solely to Landlord for all such services, including without limitation, Landlord’s obligations to repair and maintain the Base Building, Building Structure, Building Systems and the Common Areas, and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord’s default under the Master Lease, including, but not limited to, those rights under Section 7.1 of the Master Lease. Notwithstanding anything to the contrary contained in this Subleaseherein, Sublandlord shall use commercially reasonableagrees, good-faith efforts to enforce the obligations of Prime Landlord under the Prime Leasehowever, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct event that Landlord shall fail to provide the services or perform the obligations to be provided or performed by it pursuant to the terms of any the Master Lease, Sublandlord shall, upon written notice from Subtenant, make demand upon Landlord pursuant to the terms of the Master Lease and to otherwise reasonably cooperate with Subtenant (provided such litigationcooperation shall not require the expenditure of funds, both Sublandlord and unless Subtenant shall have an obligation agree to act in a commercially promptly pay or reimburse Sublandlord for all reasonable manner costs and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities expenses incurred by Sublandlord in connection with therewith) to enforce Landlord’s obligations or shall permit Subtenant to pursue same. In the event Subtenant pursues such obligations directly against Landlord, Subtenant shall indemnify and save and hold Sublandlord harmless from and against any initiation and all costs, claims and liabilities incurred in connection therewith. Any condition resulting from a default by Landlord shall not constitute, as between Sublandlord and Subtenant, an eviction, actual or constructive, of litigation by Sublandlord pursuant to the foregoing provisionsSubtenant, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default as permitted under the Prime Master Lease. The execution of this Sublease , and Prime Landlord’s consent thereto, no such default shall not relieve Sublandlord excuse Subtenant from the performance or observance of any of its obligations to Prime be performed or observed under this Sublease or entitle Subtenant to receive any reduction in or abatement of the Sublease Rent provided for in this Sublease, except as permitted under the Master Lease. Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Prime Master Lease. A copy of the Prime Lease is attached hereto and made a part hereof as Exhibit C..

Sublandlord’s Obligations. Sublandlord does not assume any obligation to perform the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on the part of Prime Landlord to be performed. In the event Prime Landlord shall fail to perform any of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performed, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the obligations of Prime Landlord under the Prime Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting agrees that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; providedreceive all services, however that in the conduct of any such litigation, both utilities and repairs to be provided by Landlord to Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation Master Lease which pertain to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime LeasePremises. Subtenant shall indemnify look solely to Landlord for all such services and utilities and shall not, under any circumstances, seek or require Sublandlord againstto perform any of such services or provide any utilities, and hold nor shall Subtenant make any claim upon Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred for any damages which may arise by Sublandlord in connection with any initiation reason of litigation by Sublandlord pursuant to Landlord's default under the foregoing provisions, except to the extent Master Lease unless such litigation default is caused by Sublandlord’s . Any condition resulting from a default by Landlord under this Sublease or, to the extent not Master Lease (other than a default caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, ) shall not relieve constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such default shall excuse Subtenant from the performance or observance of any of its obligations to Prime Landlord be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease, except to the extent Sublandlord receives an abatement in its rent under the Prime Lease. A copy terms of the Prime Master Lease with respect to the Premises. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay when due all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that such payment is attached hereto not the obligation of Subtenant hereunder. Sublandlord agrees to indemnify, protect and made defend Subtenant and hold it harmless from and against any and all claims, damages, losses, expenses and liabilities (including reasonable attorneys' fees) incurred as a part hereof result of the non-performance or non-observance of any obligation of Sublandlord under the Master Lease that has not become an obligation of Subtenant pursuant to this Sublease, except to the extent that such non-performance or non-observance is caused by Subtenant's negligence or willful misconduct or the failure to perform any of Subtenant's obligations hereunder, or that of its agents, employees or contractors. If the Master Lease and/or this Sublease terminates as Exhibit C.a result of a default by Sublandlord under the terms of the Master Lease or this Sublease, Sublandlord shall indemnify, defend, protect and hold harmless Subtenant from and against any and all claims, liabilities, judgments, causes of action, damages, costs, and expenses (including reasonable attorneys' fees), caused by or arising in connection with such termination.

Sublandlord’s Obligations. Sublandlord does covenants and agrees that, so long as Subtenant complies with its obligations under this Sublease, Sublandlord (i) will pay in full all rent payable by it as Tenant under the Master Lease not assume assumed by Subtenant hereunder and will not cause or permit a default by Tenant under the Master Lease which is unrelated to the obligations which Subtenant has assumed under this Sublease, (ii) will not, without Subtenant’s consent, exercise any obligation right to perform terminate the termsMaster Lease, other than on account of casualty or condemnation, and (iii) will not agree to any amendment of the Master Lease which would adversely affect Subtenant’s rights hereunder. Sublandlord further covenants that Subtenant, subject to the provisions of the Master Lease and this Sublease, upon paying the Rent and performing all of the duties, covenants, conditions, provisions agreements and agreements contained in the Prime Lease on the part of Prime Landlord obligations agreed to be performed. In the event Prime Landlord shall fail to perform any performed by Subtenant hereunder, will have, hold and enjoy quiet possession of the termsPremises, covenants, conditions, provisions and agreements contained in free from claims of persons claiming by or through Sublandlord for the Prime Lease on its part to be performedterm of this Sublease. Notwithstanding the foregoing, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the obligations Subtenant for its violation of Prime Landlord under the Prime Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), 13 if Master Landlord agrees that Subtenant may remain in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct possession of the litigation; provided, however that in the conduct of Premises upon any such litigation, both Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance termination of the aforesaid unperformed, material Prime Landlord obligation under Master Lease on the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to same terms as this Sublease for the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance remainder of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord of any of its obligations to Prime Landlord under the Prime Lease. A copy of the Prime Lease is attached hereto and made a part hereof as Exhibit C.Term.

Sublandlord’s Obligations. a. Sublandlord does represents and warrants to Subtenant that (i) a true, correct and complete copy of the Master Lease is attached hereto as Exhibit A and that the Master Lease is in full force and effect; (ii) Sublandlord has received no notice of default under the Master Lease that remains uncured and to the knowledge of Sublandlord, no event has occurred which with the passage of time or giving of notice, or both, would result in a default under the Master Lease; and (iii) as of the date hereof, Sublandlord has received no written notice of any violation of law with respect to the Subleased Premises which remains uncured. b. Sublandlord covenants and agrees not assume any obligation to perform the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on the part of Prime Landlord act or suffer or permit anything to be performeddone which could result in a default under the Master Lease or cause the Master Lease or the rights of Sublandlord as tenant thereunder to be terminated, cancelled or forfeited. In Sublandlord further covenants and agrees that it will not terminate, modify or amend the event Prime Landlord shall fail to perform any Master Lease during the Term of the terms, covenants, conditions, provisions Sublease. Sublandlord further covenants and agreements contained in the Prime Lease on its part agrees to be performed, pay Master Landlord all Rent and other charges that may become due and payable by Sublandlord shall have no liability to Subtenant. Notwithstanding anything pursuant to the contrary contained Master Lease, as and when such amounts become due and payable thereunder. c. Sublandlord agrees, at no expense of Sublandlord, to reasonably cooperate with Subtenant in obtaining the consent of the Master Landlord where any such consent is required by this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce Sublease or the obligations of Prime Landlord under the Prime Master Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of will act reasonably with respect to any nonperformance under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach consent requested by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with this Sublease. Without limiting the generality of the foregoing, if Subtenant shall submit to Sublandlord a request for Master Landlord’s consent or approval with respect to any given matter required by this Sublease or the Master Lease, then Sublandlord shall promptly forward such litigation to the extent such action may materially request onto Master Landlord for its consent or approval. d. Sublandlord agrees that it shall indemnify and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consenthold harmless Subtenant from and against any and all liability claims, which shall not be unreasonably withheldsuits, conditioneddemands, or delayed. All costs incurred in connection with any enforcement action damages, judgments, costs, interests and expenses (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of which Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, suffer or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord incur (i) in connection with any initiation of litigation a default by Sublandlord pursuant to under the foregoing provisions, except to the extent Master Lease (other than if such litigation default is caused by a default by Subtenant under this Sublease); or (ii) by reason of any claim for any injury to or death of any person or damage to property arising out of, pertaining to, or resulting from the negligent acts or omissions of Sublandlord, its agents or employees arising from the use or occupancy of the Subleased Premises and occurring prior to the Sublease Commencement Date; provided, however, that Sublandlord’s default under this Sublease orindemnification obligations shall be limited to Subtenant’s actual damages, only, and shall not apply to the extent not caused consequential, incidental, punitive, or exemplary damages claimed to have been incurred by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord of any of its obligations to Prime Landlord under the Prime Lease. A copy of the Prime Lease is attached hereto and made a part hereof as Exhibit C..

Sublandlord’s Obligations. Sublandlord does not assume any obligation to perform the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on the part of Prime Landlord to be performed. In the event Prime Landlord shall fail to perform any of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performed, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the obligations of Prime Landlord under the Prime Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting agrees that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control receive all services and repairs to be provided by Landlord to Sublandlord with respect to the conduct of the litigation; provided, however that in the conduct of any such litigation, both Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation Sublease Premises under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Master Lease. Subtenant shall indemnify look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord againstto perform any of such services, and hold nor shall Subtenant make any claim upon Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred for any damages which may arise by Sublandlord in connection with any initiation reason of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s Landlord's default under the Prime Master Lease. The execution of this Sublease and Prime Landlord’s consent thereto, Any condition resulting from a default by Landlord shall not relieve constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such default shall excuse Subtenant from the performance or observance of any of its obligations to Prime be performed or observed under this Sublease, or entitle Subtenant to receive any reduction or abatement of the rent provided for in this Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any action or omission of Landlord under the Prime Master Lease. A copy Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant's use or occupancy of the Prime Lease is attached hereto Sublease Premises. In the event Landlord shall not comply with its obligation under the Master Lease, then (a) Subtenant shall have the right, either in its own name or in the name of Sublandlord (as required or permitted by applicable law, but in any event, without any cost or expense or liability to Sublandlord), but only to the extent permitted by the Master Lease, to enforce such obligations against Landlord, but not against Sublandlord herein, and made a part hereof as Exhibit C.(

Sublandlord’s Obligations. 16.01 Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord under the Underlying Lease with respect to the Subleased Premises and that Sublandlord will cooperate with Subtenant and use all commercially reasonable efforts, all at Subtenant’s expense (unless the requested service or repair is for Sublandlord’s other space in the Building as well, in which event the costs will be appropriately prorated), to attempt to cause Landlord to perform Landlord’s obligations under the Underlying Lease with respect to the Subleased Premises. In furtherance of the foregoing, Sublandlord agrees to (i) cooperate with Subtenant, at the sole cost and expense of Subtenant, by promptly delivering to Landlord, in Sublandlord’s name if necessary, any communications or notices pertaining to the Subleased Premises received from Subtenant and directed to Landlord, as Subtenant shall reasonably request and (ii) upon request by Subtenant, either join with Subtenant in any proper action or proceeding, in the name of Sublandlord, permit Subtenant to commence such action in the name of Sublandlord alone or have Sublandlord commence the action alone, if necessary, to require and obtain performance by Landlord under the Underlying Lease and/or to collect damages resulting from a breach by Landlord of its obligations under the Underlying Lease, at the sole cost and expense of Subtenant. Subtenant shall indemnify and hold Sublandlord harmless of and from any and all costs, expenses, damages and liabilities (including, without limitation, reasonable attorneys’ fees and disbursements) in connection with or arising out of any such action or proceeding, or any communication or notice delivered by Sublandlord to Landlord on behalf of Subtenant pursuant to this Section 16.01. If Landlord fails or refuses to perform the repairs or to provide the services required by the Underlying Lease with respect to the Subleased Premises, Subtenant’s sole remedy against Sublandlord, in addition to the foregoing, shall be the right to an abatement of the Fixed Rent and additional rent payable hereunder to the extent that Sublandlord is entitled to and does in fact receive such an abatement under the Underlying Lease with respect to the Subleased Premises on account of such failure or refusal or on account of Subtenant being constructively evicted from the Subleased Premises. 16.02 It is expressly agreed by the parties that Sublandlord does not assume any assume, and shall be under no obligation to perform perform, any of the terms, covenants, conditions, provisions covenants and agreements conditions contained in the Prime Underlying Lease on the part of Prime Landlord to be performed, whether or not incorporated by reference herein, except as otherwise provided herein. 16.03 Sublandlord represents and warrants as follows: (a) Neither Sublandlord nor, to its knowledge, Landlord is in default under the Underlying Lease and that Sublandlord has not received from Landlord any notice of default, which default remains uncured. In the event Prime Landlord shall fail to perform any Sublandlord further represents that attached hereto is a true and complete (redacted) copy of the terms, covenants, conditions, provisions Underlying Lease and there are no amendments or modifications thereto. (b) The Underlying Lease is currently in full force and effect; there are no other agreements contained between Landlord and Sublandlord in respect of the Prime Lease on its part to be performed, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to Subleased Premises other than the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the obligations of Prime Landlord under the Prime Underlying Lease, and such efforts shall includeSublandlord is the holder of Tenant's interest under the Underlying Lease free and clear of any liens, without limitation: claims, mortgages, charges or encumbrances, subleases and occupancies (other than this Sublease); (c) Sublandlord is a duly formed and validly existing corporation. This Sublease has been duly authorized, executed and delivered by Sublandlord and constitutes the legal, valid and binding obligation of Sublandlord (except as may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally); (d) Sublandlord has not assigned its interest in the Lease or sublet any portion of the Subleased Premises other than pursuant to this Sublease; (e) Sublandlord has received no written notices of violations of law issued against the Subleased Premises nor has Sublandlord made or received any written material complaints regarding the building systems in and/or serving the Subleased Premises, including the HVAC and the supplemental air conditioning, electrical and plumbing systems; (f) To Sublandlord’s knowledge, the Building provides access and building security on a 24 hour a day, seven days a week, 365/366 days per year basis; (g) Sublandlord (i) upon Subtenant’s written requesthas not brought, notifying Prime Landlord kept or stored any hazardous substance into or on the Subleased Premises at any time during the term of any nonperformance under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after has not received any notice from the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost or any governmental authority stating that any hazardous substances are present in the Subleased Premises; (h) The Subleased Premises is separately submetered from all other space in the Building and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases the supplemental air-conditioning units serving the Subleased Premises serve only the Subleased Premises; and (i) The Personal Property is free and clear of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expensesliens, claims, counter-claims, cross-claims, losses, encumbrances and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord of any of its obligations to Prime Landlord under the Prime Lease. A copy of the Prime Lease is attached hereto and made a part hereof as Exhibit C.security interests.

Sublandlord’s Obligations. Sublandlord does not assume shall keep the Building Common Area, other than any obligation portion maintained by Landlord in good order, condition and repair. Sublandlord shall also be responsible for all pest control within the Building and for trash removal from the Building. Sublandlord shall obtain HVAC systems preventive maintenance contracts with bimonthly or monthly service in accordance with manufacturer recommendations, subject to the reasonable prior written approval of Landlord, and which shall provide for and include replacement of filters, oiling and lubricating of machinery, parts replacement, adjustment of drive belts, oil changes and other preventive maintenance, including annual maintenance of duct work, interior unit drains and caulking at sheet metal, and recaulking of jacks and vents on an annual basis. The costs incurred by Sublandlord to perform the terms, covenants, conditions, provisions foregoing obligations to the extent they are deemed “Operating Costs” (as defined in Section 2C) shall be passed through to Subtenant and agreements contained any other tenants in the Prime Lease on the part of Prime Landlord Building, except that any damage to be performed. In the event Prime Landlord shall fail to perform any of the termsforegoing caused by the negligence or willful acts or omissions of Subtenant or of Subtenant’s agents, covenantsemployees or invitees, conditions, provisions and agreements contained in or by reason of the Prime Lease on its part failure of Subtenant to be performed, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to the contrary contained in perform or comply with any terms of this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the obligations of Prime Landlord under the Prime Lease, and such efforts shall include, without limitation: (i) upon or caused by Subtenant or Subtenant’s written requestagents, notifying Prime Landlord employees or contractors during the performance of any nonperformance under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expiredwork shall be repaired by Sublandlord solely at Subtenant’s expense, cooperating with or at Sublandlord’s election, such repairs shall be made by Subtenant, at Subtenant’s sole cost and expense, with contractors approved by Sublandlord. Subtenant agrees to enforce Prime Landlordexercise reasonable efforts to give Sublandlord prompt notification of the need for any repairs or maintenance; provided that such notification shall not affect Sublandlord’s obligations, which cooperation shall include, in cases obligation to perform periodic inspections of the Building during the Lease Term. Subtenant waives the provisions of Section 1941 and 1942 of the California Civil Code and any uncured breach by Prime Landlord that, in similar or successor law regarding Subtenant’s reasonable opinion, materially impairs right to make repairs and deduct the conduct expenses of Subtenant’s business operations within such repairs from the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations Rent due under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord of any of its obligations to Prime Landlord under the Prime Lease. A copy of the Prime Lease is attached hereto and made a part hereof as Exhibit C.Sublease.

Sublandlord’s Obligations. Sublandlord does not assume any obligation to perform the terms, covenants, conditions, provisions and agreements (a) Notwithstanding anything contained in this Sublease to the Prime Lease on the part of Prime Landlord to be performed. In the event Prime Landlord shall fail to perform any of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performedcontrary, Sublandlord shall have no liability responsibility to Subtenant for, and shall not be required to provide, any of the services or make any of the repairs or restorations which Landlord has agreed to make or provide, or cause to be made or provided, under the Lease and Subtenant shall rely upon, and look solely to, Landlord for the provision of such services and the performance of such repairs and restorations. Subtenant shall not make any claim against Sublandlord for any damage which may result from, nor shall Subtenant. ’s obligations hereunder, including Subtenant’s obligation to pay all Base Rent when due, be impaired by reason of (i) the failure of Landlord to keep, observe or perform any of its obligations under the Lease, or (ii) the acts or omissions of Landlord or any of its agents, contractors, servants, employees, invitees or licensees. (b) Notwithstanding anything to the contrary contained set forth in this SubleaseSection 8(a), Sxxxxxxxxxx agrees to use commercially reasonable efforts to cause Landlord to perform Landlord’s obligation under the Lease with respect to the Premises, which commercially reasonable efforts shall not, however, include the expenditure of money or the commencement of legal proceedings. If Landlord shall default in any of its obligations to Subtenant with respect to the Premises, Subtenant shall be entitled to participate with the Sublandlord in the enforcement of Sublandlord’s rights against Landlord (and in any recovery or relief obtained, to the extent relating to the Premises), but Sublandlord shall have no obligation to bring any action or proceeding or to take any steps to enforce Subtenant’s rights against Landlord. Any action or proceeding so instituted by Sublandlord shall be at the expense of Subtenant. If, after written demand by from Subtenant, Sublandlord fails or refuses to take appropriate action for the enforcement of Sublandlord’s rights against Landlord with respect to the Premises, then, unless Sublandlord shall use commercially reasonablehave reasonable objection, good-faith efforts Subtenant shall have the right to take such action in its own name and, for that purpose and only to such extent, the rights of Sublandlord to enforce the obligations of Prime Landlord under the Prime Lease are hereby conferred upon and are conditionally assigned to Subtenant and Subtenant hereby is subrogated to such rights (including the benefit of any recovery or relief with respect to the Premises) to the extent that the same shall apply to the Premises. Subtenant agrees to indemnify and hold harmless Sublandlord, as provided in Section 11(d), in connection with the taking of any such action by Subtenant. (c) Sublandlord hereby agrees to indemnify and hold Subtenant harmless from and against any and all liabilities, losses, obligations, damages, penalties, claims, costs and expenses (including attorney’s fees and other costs) which are paid, suffered or incurred by Txxxxx as a result of (i) the nonperformance or nonobservance of any such terms, provisions, covenants, stipulations, conditions, obligations or agreements by Sublandlord under the Lease or this Sublease (including, but not limited to, any termination of this Sublease by reason of the default of Sublandlord under the Lease) and/or (ii) the negligence or willful misconduct of Sublandlord, provided, however, that, Sublandlord shall not be required to indemnify Subtenant to the extent such liabilities, losses, obligations, damages, penalties, claims, costs and such efforts expenses is a result of the negligence or willful misconduct of Subtenant. Sublandlord’s obligations under this Section 8 shall includesurvive the expiration or earlier termination of this Sublease. (d) Notwithstanding anything to the contrary herein, without limitationSublandlord covenants as follows: (i) upon Subtenant’s written requestnot to voluntarily terminate the Lease, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after not to modify the time for Prime Landlord Lease so as to cure a breach has expired, cooperating with Subtenant, at adversely affect Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord againsthereunder, and hold Sublandlord harmless from, (iii) to take all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant actions reasonably necessary to preserve the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord of any of its obligations to Prime Landlord under the Prime Lease. A copy of the Prime Lease is attached hereto and made a part hereof as Exhibit C..

Sublandlord’s Obligations. (a) To the extent that the provision of any services or the performance of any maintenance or repairs or any other act respecting the Premises is the responsibility of Master Landlord (collectively, “Master Landlord Obligations”), upon Subtenant’s request, Sublandlord does not assume shall make commercially reasonable efforts, at Subtenant’s expense, to cause Master Landlord to perform such Master Landlord Obligations; provided, however, that in no event shall Sublandlord be liable to Subtenant for any obligation liability, loss or damage whatsoever in the event that Master Landlord should fail to perform the termssame, covenants, conditions, provisions and agreements contained in nor shall Subtenant be entitled to withhold the Prime Lease on payment of Rent or terminate this Sublease. It is expressly understood that the part obligations of Prime Master Landlord to perform or provide services or repairs under the Master Lease, which are incorporated herein by reference, will in fact be performedfurnished by Master Landlord and not by Sublandlord. In addition, Sublandlord shall not be liable for any maintenance, restoration (following casualty or destruction) or repairs in or to the event Prime Premises, other than its obligation hereunder to use commercially reasonable efforts, at Subtenant’s expense, to cause Master Landlord to perform Master Landlord’s obligations under the Master Lease; provided, however, that if Sublandlord fails to use reasonable effort to cause Master Landlord to perform within ten (10) business days after receipt of written notice of such failure from Subtenant, Sublandlord agrees that Subtenant may, at Subtenant’s election, exercise such rights as Sublandlord may have to enforce or seek the enforcement of Master Landlord’s obligations under the Master Lease to the extent such obligations of Master Landlord affect the Premises, all at Subtenant’s expense. Subtenant shall fail pay directly or reimburse Sublandlord upon demand for any and all costs and expenses incurred by Sublandlord in seeking or obtaining Master Landlord’s performance of Master Landlord’s obligations to provide any services or to perform any of maintenance or repairs or any other act respecting the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performedPremises. (b) Except as otherwise provided herein, Sublandlord shall have no liability other obligations to Subtenant. Notwithstanding anything Subtenant with respect to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce Premises or the obligations of Prime Landlord under the Prime Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Master Landlord obligation under Obligations. Sublandlord shall in no event be in default in the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord of any of its obligations hereunder unless and until Sublandlord shall have failed to Prime Landlord under perform such obligations within thirty (30) days or such additional times as is reasonably required to correct any such default after notice by Subtenant to the Prime Lease. A copy of Sublandlord properly specifying wherein the Prime Lease is attached hereto and made a part hereof as Exhibit C.Sublandlord has failed to perform any such obligation.

Sublandlord’s Obligations. Sublandlord does not assume any obligation to perform the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on the part of Prime Landlord to be performed. In the event Prime Landlord shall fail to perform any of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performed, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the obligations of Prime Landlord under the Prime Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting agrees that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both receive all services and repairs to be provided by Landlord to Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Master Lease. Subtenant shall indemnify not, under any circumstances, seek nor require Sublandlord againstto perform any of such services, and hold nor shall Subtenant make any claim upon Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred for any damages which may arise by Sublandlord in connection with any initiation reason of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s Landlord's default under the Prime Master Lease, unless Sublandlord shall have failed to comply with the provisions hereof. The execution of this Sublease and Prime Landlord’s consent thereto, Any condition resulting from a default by Landlord shall not relieve constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such default shall excuse Subtenant from the performance or observance of any of its obligations to Prime be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease, unless Sublandlord's performance or observance is so excused or Sublandlord is entitled to such a reduction or abatement. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Prime Master Lease. A copy Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant's use or occupancy of the Prime Sublease Premises. Sublandlord further covenants and agrees with Subtenant that Sublandlord shall perform its other obligations under the Master Lease (except with respect to the Sublease Premise which shall become the obligation of Subtenant pursuant to the terms and conditions of this Sublease), remedy any default by Sublandlord under the Master Lease and enforce its rights under the Master Lease. In the event Sublandlord is attached hereto and made prevented from performing any of its obligations under this Sublease by a part hereof as Exhibit C.breach by Landlord of a term of the Master Lease, then Sublandlord's sole obligation in regard to its obligation under this Sublease shall be to use reasonable efforts in diligently pursuing the correction or cure by Landlord of Landlord's breach.

Sublandlord’s Obligations. Sublandlord does not assume (a) Except as set forth below, Sublandlord’s sole obligation, with respect to any obligation work, repairs, repainting, restoration and services at or for the benefit of the Premises or the Building (including without limitation heating, air conditioning, utilities, elevators, parking, janitorial and all other services necessary or convenient to the occupancy or use of the Premises (“Services”)) or the performance of any other obligations required of the Landlord under the Lease, shall be to request Landlord to perform the terms, covenants, conditions, provisions same for Subtenant and agreements contained in the Prime Lease on the part to enforce such obligations of Prime Landlord to be performed. In the event Prime Landlord shall fail to perform any of the terms, covenants, conditions, provisions with due diligent efforts; and agreements contained in the Prime Lease on its part to be performed, Sublandlord shall have no responsibility or liability to Subtenant. Notwithstanding anything Subtenant hereunder to make or perform any work, repairs, repainting, restoration or to provide any services to the contrary contained in this SubleasePremises or to otherwise perform any obligations of Landlord under the Master Lease. Subtenant hereby expressly waives and releases any right or claim which it now or at any time might otherwise have against Sublandlord, with respect to any matter or thing which is the responsibility or obligation of Landlord under the Master Lease, except that where Subtenant shall notify Sublandlord that Landlord is not supplying Subtenant with Services, or performing its obligations under the Master Lease, Sublandlord shall use commercially reasonable, good-faith efforts to promptly request and enforce the such obligations of Prime Landlord under using due diligent efforts that Landlord provide such Services or perform such obligations and Sublandlord shall deliver a copy of such request to Subtenant contemporaneously therewith. (b) Subtenant shall have the Prime Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenantright, at Subtenant’s its sole cost and expense, to enforce Prime LandlordSublandlord’s obligations, which cooperation rights with respect to Services and obligations required to be performed by Landlord for the Premises and shall includeexecute any such documents and pleadings as may be requested by Subtenant with regard to same, in cases of any uncured breach by Prime Landlord that, Sublandlord’s name or in Subtenant’s name as agent for Sublandlord, provided, however, that Subtenant shall indemnify and hold harmless Sublandlord from and against all actual liabilities, losses claims, demands, penalties, damages or reasonable opinionexpenses which Sublandlord may incur or suffer by reason of such action, materially impairs except any such liability, loss, claim, demand, penalty, damage or expense which Sublandlord incurs or suffers as a result of Sublandlord’s intentional misconduct or negligence. Sublandlord agrees to cooperate with Subtenant in such action and shall execute any and all documents reasonably required in furtherance of such action. If and to the conduct extent that Sublandlord may be required to pay Landlord for any such work or services, Subtenant shall pay, or reimburse Sublandlord for the payment of, all or such portion thereof as shall be for the benefit of the Subtenant, within thirty (30) days after receipt by Subtenant of Landlord’s or Sublandlord’s statement therefor; it being understood and agreed that any work or Services required by Subtenant in addition to that which Landlord is required to provide under the Master Lease, if any, shall be deemed to be one hundred percent (100%) for the benefit of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both unless Sublandlord and Subtenant shall have an obligation agreed in writing to act in a commercially reasonable manner and with different allocation before the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime time that Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid requested to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery provide such additional service or to Subtenant of reasonably detailed invoices thereforperform such additional work. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration Except as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord Master Lease or pursuant to applicable law, failure by the foregoing provisionsLandlord to furnish Services or perform any work or obligation under the Master Lease, or any cessation thereof, to any extent, shall not be construed to be an eviction of Subtenant, nor function as an abatement of Rent, nor relieve Subtenant from fulfillment of any covenant or agreement hereof, except to the extent that the Sublandlord shall be relieved of such litigation is caused corresponding obligation under the Master Lease. Sublandlord shall not do, suffer or permit anything to be done which would result 4454311.3 in a default under the Master Lease, or cause the Master Lease to be terminated or Subtenant to suffer or incur any liability, loss, cost, expense or damage. Sublandlord shall indemnify and hold harmless Subtenant from and against all actual liabilities, losses claims, demands, penalties, damages or reasonable expenses which Subtenant may incur or suffer by reason of Sublandlord’s default under the Master Lease, except any such liability, loss, claim, demand, penalty, damage or expense which Subtenant incurs or suffers as a result of Subtenant’s acts or omissions. Sublandlord agrees to cooperate with Subtenant in such action and shall execute any and all documents reasonably required in furtherance of such action. Subtenant shall indemnify and hold harmless Sublandlord from and against all actual liabilities, losses claims, demands, penalties, damages or reasonable expenses which Sublandlord may incur or suffer by reason of Subtenant’s default under this Sublease oror the Master Lease as incorporated herein, to the extent not caused by Subtenantexcept any such liability, by loss, claim, demand, penalty, damage or expense which Sublandlord incurs or suffers as a result of Sublandlord’s default under the Prime Leaseacts or omissions. The execution Subtenant agrees to cooperate with Sublandlord in such action and shall execute any and all documents reasonably required in furtherance of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord of any of its obligations to Prime Landlord under the Prime Lease. A copy of the Prime Lease is attached hereto and made a part hereof as Exhibit C.such action.

Sublandlord’s Obligations. Sublandlord agrees that Subtenant ------------------------- shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Phase B Lease. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord's default under the Phase B Lease. Any condition resulting from a default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or, except as otherwise provided in this Sublease, entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. In furtherance of the foregoing, and subject to Paragraph 11 hereof, Subtenant does not assume hereby waive any obligation cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Phase B Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Phase B Lease to the extent that failure to perform the terms, covenants, conditions, provisions and agreements contained in same would adversely affect Subtenant's use or occupancy of the Prime Lease on the part of Prime Landlord to be performedSublease Premises. In the event Prime of a breach by Landlord shall fail to perform of any term of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performed, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the obligations of Prime Landlord under the Prime Phase B Lease, and such then Sublandlord's sole obligation in regard to its obligation under this Sublease shall be to diligently pursue the correction or cure by Landlord of Landlord's breach. Such efforts shall include, without limitation: (i) , upon Subtenant’s written 's request, (a) immediately notifying Prime Landlord of any nonperformance its non-performance under the Prime Phase B Lease and requesting demanding that Prime Landlord perform its obligations thereunder; and under the Phase B Lease and/or (iib) after assigning Sublandlord's rights under the time for Prime Phase B Lease to Subtenant to the extent necessary to permit Subtenant to institute legal proceedings against Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime obtain the performance of Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment 's obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigationPhase B Lease; provided, however however, that in the conduct of any such litigationif Subtenant commences a lawsuit or other action, both Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner pay all costs and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs expenses incurred in connection with any enforcement action (including reasonable attorneys’ fees therewith, and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, costs and liabilities expenses incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord of any of its obligations to Prime Landlord under the Prime Lease. A copy of the Prime Lease is attached hereto and made a part hereof as Exhibit C.therewith.

Sublandlord’s Obligations. Sublandlord does not assume any obligation to perform the termsprovisions of the Prime Lease to be performed by Prime Landlord and Sublandlord is not making the same representations and warranties, covenantsif any, conditions, provisions and agreements contained made by Prime Landlord in the Prime Lease Lease. Sublandlord shall not be liable to Subtenant for any default, failure or delay on the part of Prime Landlord to be performed. In in the event performance or observance by Prime Landlord shall fail to perform of any of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performed, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the obligations of Prime Landlord under the Prime Lease, and nor shall such efforts shall include, without limitation: (i) upon default by Prime Landlord affect this Sublease or waive or defer the performance of any of Subtenant’s written requestobligations hereunder, notifying except to the extent that such default by Prime Landlord excuses performance of any nonperformance Sublandlord under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating Lease. Sublandlord shall reasonably cooperate with Subtenant, at Subtenant’s sole no cost and expenseto Sublandlord, in seeking to enforce obtain the performance of Prime Landlord pursuant to the Prime Lease. However, such cooperation shall not include any obligation to cure Prime Landlord’s obligationsdefaults, which cooperation shall include, in cases whether under Section 40 of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel)or otherwise. Sublandlord and Subtenant shall be entitled to jointly control the conduct not receive any abatement of Rent under this Sublease because of the litigation; provided, however that in the conduct Prime Landlord’s failure to perform any of any such litigation, both Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation its obligations under the Prime Lease, provided no actionexcept that if Sublandlord receives an abatement of rent from the Prime Landlord relating to the Subleased Premises, including settlement, may be taken or required by either party in connection with Subtenant shall receive a proportionate benefit of such litigation abatement of rent to the extent such action may materially and adversely affect same is allocable to Rent payable hereunder. As long as no Event of Default by Subtenant exists hereunder, Sublandlord (i) shall continue to perform the other party’s rights or obligations of tenant under the Prime Lease or Sublease without such other party’s consentwhich are not incorporated herein, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by the obligation of Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord of any of its obligations pay rent to Prime Landlord under in accordance with the Prime Lease. A copy provisions of the Prime Lease and (ii) agrees not to voluntarily terminate, cancel or surrender the Prime Lease with respect to the Subleased Premises during the Sublease Term, subject, however to any termination of the Prime Lease without the fault of the Sublandlord. It is attached hereto understood and made a part hereof agreed, however, that Sublandlord has no duty or obligation to Subtenant under the aforesaid Sections of the Prime Lease other than to perform the obligations of Sublandlord as Exhibit C.tenant under the Prime Lease during the Sublease Term.

Sublandlord’s Obligations. Sublandlord does not assume any obligation agrees that Subtenant shall be entitled to perform the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on the part of Prime receive all services to be provided by Landlord to be performedSublandlord under the Master Lease and the benefit of all covenants of Landlord under the Master Lease insofar as such services and covenants apply to the Subleased Space. In the event Prime Subtenant shall look solely to Landlord for all such services and benefits and shall fail not, under any circumstances, require Sublandlord to perform any of the terms, such services or covenants, conditionsnor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord's default under the Master Lease. Sublandlord shall take all reasonable action to obtain the performance of Landlord's obligations under, provisions and agreements contained in the Prime Lease on its part to be performedfurnishing of services by Landlord pursuant to, the Master Lease, and, upon request by Subtenant and at Subtenant's sole cost, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts diligently seek to enforce the obligations of Prime Landlord under the Prime Master Lease. Any condition resulting from a default by Landlord shall not constitute, as between Sublandlord and Subtenant, an eviction, actual or constructive, of Subtenant, and no such efforts default shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord excuse Subtenant from the performance of any nonperformance obligations of Subtenant under this Sublease or entitle Subtenant to receive any reduction in or abatement of the rent. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Prime Master Lease other than an action relating to Sublandlord's failure, after notice from Subtenant and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s 's sole cost and expensecost, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, diligently seek to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or Landlord's obligations under the Prime Lease or Sublease without such other party’s consent, which Master Lease. Sublandlord shall not be unreasonably withhelddo any act or thing which constitutes a default by Sublandlord as Tenant under the Master Lease. Sublandlord agrees to indemnify and defend Subtenant against and hold Subtenant harmless from any and all claims, conditioneddamages, or delayed. All costs incurred in connection with any enforcement action losses, expenses and liabilities (including reasonable attorneys’ fees and consultant and expert witness ' fees) undertaken incurred as a result of any breach by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord of any of its obligations to Prime Landlord as Tenant under the Prime Lease. A copy of the Prime Master Lease is attached hereto and made a part hereof as Exhibit C.except obligations that are assumed by Subtenant under this Sublease.

Sublandlord’s Obligations. Sublandlord does not assume any obligation to perform covenants and agrees that all obligations of Sublandlord under the termsMaster Lease, covenants, conditions, provisions and agreements contained in the Prime Lease on the part of Prime Landlord other than those which are to be performed. In the event Prime Landlord shall fail to perform any of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performed, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the obligations of Prime Landlord under the Prime Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved done or performed by Subtenant, with respect to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may Sublease Premises shall be reasonably required done or performed by such legal counsel)Sublandlord. Sublandlord and agrees that Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both receive all services and repairs to be provided by Landlord to Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Master Lease. Subtenant shall indemnify look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord againstto perform any of such services, and hold nor shall Subtenant make any claim upon Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred for any damages which may arise by Sublandlord in connection with any initiation reason of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by SublandlordLandlord’s default under the Prime Master Lease; provided, however, Sublandlord shall provide all necessary assistance and cooperation to Subtenant (at no material cost or liability to Sublandlord) to enforce Sublandlord’s rights under the Master Lease to compel performance by Landlord with respect to such services or repairs to which Subtenant is entitled. The execution of this Sublease and Prime Landlord’s consent thereto, Any condition resulting from a default by Landlord shall not relieve constitute, as between Sublandlord and Subtenant, an eviction, actual or constructive, of Subtenant and no such default shall excuse Subtenant from the performance or observance of any of its obligations to Prime be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease unless and to the extent Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the Prime LeaseMaster Lease also. A copy In furtherance of the Prime foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease, subject to the right of assistance and cooperation from Sublandlord described above. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease is attached hereto and made a part hereof to the extent that failure to perform the same would adversely affect Subtenant’s use or occupancy of the Sublease Premises. Sublandlord shall extend all reasonable cooperation to Subtenant (at no material cost or liability to Sublandlord) to enable Subtenant to receive the benefits under this Sublease, as Exhibit C.the same are dependent upon performance under the Master Lease.

Sublandlord’s Obligations. Sublandlord does not assume (a) To the extent that the provision of any obligation to perform services or the termsperformance of any maintenance or any other act respecting the Sublease Premises or the building in which the Sublease Premises is located (the “Building”), covenants, conditions, provisions and agreements contained in the Prime Lease on the part of Prime Landlord to be performed. In the event Prime Landlord shall fail to perform any of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performed, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the obligations of Prime Landlord under the Prime Lease, and such efforts shall includeincluding, without limitation: , the performance and completion of Landlord’s Work (i) as defined in the Master Lease), is the responsibility of Master Landlord (collectively “Master Landlord Obligations”), upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Sublandlord shall make reasonable efforts to cause Master Landlord to cure a breach has expiredperform such Master Landlord Obligations, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases including the commencement of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting appropriate legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigationproceedings; provided, however that in the conduct of any such litigationhowever, both Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisionsthat, except to the extent such litigation is caused by resulting from Sublandlord’s breach of or default under the Master Lease which is not the result of Subtenant’s breach or default hereunder, in no event shall Sublandlord be liable to Subtenant for any liability, loss or damage whatsoever in the event that Master Landlord should fail to perform the same, nor shall Subtenant be entitled to withhold the payment of Rent or to terminate this Sublease orSublease, except to the extent Sublandlord has such a termination right under the Master Lease. If Sublandlord is unsuccessful in obtaining the performance by Master Landlord of the Master Landlord Obligations in accordance with the immediately preceding sentence, then Subtenant shall have the right, upon prior written notice to Sublandlord, to exercise in its own name all of the rights available to Sublandlord under the Master Lease to enforce performance on the part of Master Landlord. It is expressly understood that the services and repairs which are incorporated herein by reference, including but not caused limited to the maintenance of exterior walls, structural portions of the roof, foundations, walls and floors, will in fact be furnished by Subtenant, Master Landlord and not by Sublandlord, except to the extent otherwise provided in the Master Lease. In addition, Sublandlord shall not be liable for any maintenance, restoration (following casualty or destruction) or repairs in or to the Building or Sublease Premises, other than its obligation hereunder to use reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease. With respect to any maintenance or repair to be performed by Master Landlord respecting the Sublease Premises, the parties expressly agree that Subtenant shall have the right to contact Master Landlord directly to cause it to so perform. (b) So long as Subtenant complies with its obligations under this Sublease: (i) Sublandlord shall not agree to any amendment of the Master Lease which materially affects Subtenant’s rights under this Sublease; (ii) Sublandlord shall not, without Subtenant’s written consent, exercise any right to terminate the Master Lease with respect to any period during the Sublease term, other than on account of a default by Master Landlord under the Master Lease, casualty or condemnation; and (iii) Sublandlord shall perform all of its obligations under the Master Lease not assumed by Subtenant hereunder, including, without limitation, the prompt payment to Master Landlord of all sums paid by Subtenant to Sublandlord hereunder. (c) Sublandlord represents to Subtenant that (i) the Master Lease is in full force and effect, (ii) Sublandlord is not in default under the Prime Lease. The execution of this Sublease Master Lease with respect to any obligation arising after the Commencement Date and, to Sublandlord’s knowledge, Master Landlord is not in default thereunder, (iii) the Master Lease attached hereto is a full and Prime Landlord’s consent thereto, shall not relieve Sublandlord of any of its obligations to Prime Landlord under the Prime Lease. A complete copy of the Prime Master Lease, and (iv) as of the Commencement Date, Sublandlord’s leasehold estate is not encumbered by any deed of trust or mortgage financing. (d) Subtenant represents to Sublandlord that, immediately prior to the Commencement Date, (i) the Master Lease is was in full force and effect, (ii) Subtenant was not in default under the Master Lease with respect to any obligation arising before the Commencement Date and, to Subtenant’s knowledge, Master Landlord was not in default thereunder, (iii) the Master Lease attached hereto is a full and made a part hereof complete copy of the Master Lease, and (iv) Subtenant’s leasehold estate under the Master Lease was not encumbered by any deed of trust or mortgage financing. (e) Except as Exhibit C.otherwise provided herein, Sublandlord shall have no other obligations to Subtenant with respect to the Sublease Premises or the performance of the Master Landlord Obligations.

Sublandlord’s Obligations. Sublandlord does not assume any obligation to perform the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on the part of Prime Landlord to be performed. In the event Prime Landlord shall fail to perform any of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performed, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the obligations of Prime Landlord under the Prime Lease, and such efforts shall include, without limitation: (ia) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Provided Subtenant is not in default, default under the terms of this Sublease beyond any applicable notice and cure periodsperiod, Sublandlord agrees to make timely payments of its the "basic rent" due under the Master Leases to the end that the Master Lease shall not be terminated due to the default in such payment obligations under by Sublandlord. (b) To the extent that the provision of any services or the performance of any maintenance or any other act (collectively "Master Landlord Obligations") is the responsibility of a Master Landlord, Sublandlord, upon Subtenant's request, shall make reasonable efforts to cause the relevant Master Landlord to perform such Master Landlord Obligations; provided, however, that in no event shall Sublandlord be liable to Subtenant for any liability, loss or damage whatsoever in the event that a Master Landlord should fail to perform the same, nor shall Subtenant be entitled to withhold the payment of Rent or terminate this Section 9(bSublease. If, after receipt of written request from Subtenant, Sublandlord shall fail or refuse to take such reasonable efforts for the enforcement of Sublandlord's rights against the relevant Master Landlord with respect to the Premises ("Action"), Subtenant shall have the right to take such Action in its own name, and for that purpose and only to such extent, all relevant rights of Sublandlord as tenant under the name of Subtenant with legal counsel selected by Sublandlord Master Lease are hereby conferred upon and reasonably approved by assigned to Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled subrogated to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation rights to the extent that the same shall apply to the Premises. If any Action against a Master Landlord in Subtenant's name shall be barred by reason of lack of privity, nonassignability or otherwise, Subtenant may take such action may materially and adversely affect Action in Sublandlord's name; provided that Subtenant has obtained the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consentprior written consent of Sublandlord, which consent shall not be unreasonably withheld, conditioned, withheld or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees ; and consultant and expert witness fees) undertaken by Sublandlord at the request of provided, further, that Subtenant shall be paid indemnify, protect, defend by counsel reasonably satisfactory to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord of any of its obligations to Prime Landlord under the Prime Lease. A copy of the Prime Lease is attached hereto and made a part hereof as Exhibit C.from and

Sublandlord’s Obligations. (a) Provided that Subtenant is not in default under the terms of this Sublease, Sublandlord agrees to make timely payments of the Rent due under the Master Lease and to perform all of its other obligations under the Master Lease (except to the extent assumed by Subtenant hereunder) to the end that the Master Lease shall not be terminated due to the default of Sublandlord. (b) To the extent that the provision of any services or the performance of any maintenance or any other act (collectively "Master Landlord Obligations") is the responsibility of Master Landlord, Sublandlord, upon Subtenant's request, shall make reasonable efforts to cause Master Landlord under the Master Lease to perform such Master Landlord Obligations; provided, however, that in no event shall Sublandlord be liable to Subtenant for any liability, loss or damage whatsoever in the event that Master Landlord should fail to perform the same, nor shall Subtenant be entitled to withhold the payment of Rent or terminate this Sublease, unless such failure is the result of an event of default on the part of Sublandlord under this Sublease, the Master Lease, or both. It is expressly understood that Sublandlord does not assume any obligation Master Landlord Obligations and that the services and repairs that are incorporated herein by reference, including but not limited to perform the termsfurnishing of elevators or other services or maintenance, covenantsrestoration (following casualty or destruction), conditionsor repairs to the Building, provisions Premises and/or Sublease Premises which are Master Landlord Obligations will in fact be furnished by Master Landlord and agreements contained not Sublandlord, except to the extent otherwise provided herein. (c) Sublandlord shall, at its sole cost and expense, maintain in the Prime Lease on the part of Prime Landlord to be performed. In the event Prime Landlord shall fail to perform any good condition and repair all portions of the termsBuilding and the Common Areas which Sublandlord is obligated to maintain and repair pursuant to Section 12.2(a) of the Master Lease, covenantsexcept for the interior portions of the Sublease Premises, conditionswhich, provisions and agreements contained subject to the terms hereof, shall be maintained by Subtenant. (d) Except as provided in the Prime Lease on its part to be performedthis Section 10, Sublandlord shall have no liability other obligations to Subtenant. Notwithstanding anything Subtenant with respect to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce Sublease Premises or the obligations of Prime Landlord under the Prime Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Master Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord of any of its obligations to Prime Landlord under the Prime Lease. A copy of the Prime Lease is attached hereto and made a part hereof as Exhibit C.Obligations.

Sublandlord’s Obligations. Sublandlord does not assume any obligation to perform the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on the part of Prime Landlord to be performed. In the event Prime Landlord shall fail to perform any of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performed, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the obligations of Prime Landlord under the Prime Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting agrees that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both receive all services and repairs to be provided by Landlord to Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Master Lease. Subtenant shall indemnify look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord againstto perform any of such services, and hold nor shall Subtenant make any claim upon Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred for any damages that may arise by Sublandlord in connection with any initiation reason of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by SublandlordLandlord’s default under the Prime Master Lease. The execution of this Sublease and Prime Landlord’s consent thereto, Any condition resulting from a default by Landlord shall not relieve constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant, and no such default shall excuse Subtenant from the performance or observance of any of its obligations to Prime be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Prime Master Lease. A copy Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant’s use or occupancy of the Prime Sublease Premises. Default by Subtenant. In the event Subtenant shall be in default of any covenant of, or shall fail to honor any obligation under this Sublease, Sublandlord shall have available to it against Subtenant all of the remedies available (a) to Landlord under the Master Lease is attached hereto and made in the event of a similar default on the part hereof as Exhibit C.of Sublandlord thereunder or (b) at law or in equity.

Sublandlord’s Obligations. (a) Subtenant shall be entitled to receive all services to be provided by Prime Landlord under the Prime Lease. Sublandlord will cooperate with Subtenant and use reasonable efforts, both at Sublandlord’s expense, to attempt to cause Prime Landlord to perform Landlord’s obligations under the Prime Lease. (b) It is expressly agreed by the parties that Sublandlord does not assume any assume, and shall be under no obligation to perform perform, any of the terms, covenants, conditions, provisions covenants and agreements conditions contained in the Prime Lease on the part of Prime Landlord to be performed, whether or not incorporated by reference herein. In the event Sublandlord shall not be liable to Subtenant for any default of Prime Landlord shall fail or failure of Prime Landlord to perform comply with any of the terms, covenants, conditions, provisions and agreements contained in its obligations under the Prime Lease on its part Lease. This is a sublease and Subtenant shall look solely to be performed, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to Prime Landlord for the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce furnishing of the services and the performance of repairs and the obligations of Prime Landlord under the Prime Lease, and except as expressly set forth in this Sublease. Subtenant agrees that to the extent Sublandlord may have or be deemed to have any obligations under this Sublease, performance by Sublandlord of such efforts shall include, without limitation: (i) obligations hereunder is conditional upon Subtenant’s written request, notifying due performance by Prime Landlord of its corresponding obligations under the Prime Lease. Neither party shall take any nonperformance action which would cause a default by Sublandlord under the Prime Lease, nor any action that may cause Prime Landlord to have the right to terminate Sublandlord’s tenancy under the Prime Lease. (c) Sublandlord shall comply with its obligations under the Prime Lease and requesting to the extent necessary to ensure that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations rights under this Section 9(b), in Sublease are not impaired during the name Sublease Term. (d) If Sublandlord receives an abatement of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation rent under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Lease, Subtenant shall be entitled to jointly control a similar abatement based upon the conduct of affected area/period covered by the litigation; provided, however that in the conduct of any such litigation, both Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord of any of its obligations to Prime Landlord under the Prime Lease. A copy of the Prime Lease is attached hereto and made a part hereof as Exhibit C.abatement.

Sublandlord’s Obligations. (a) Provided that Subtenant is not in default under the terms of this Sublease, Sublandlord agrees (i) to make timely payments of the Rent due under the Master Lease and to perform all of its other obligations under the Master Lease (except to the extent assumed by Subtenant hereunder), (ii) subject to Sublandlord’s right to exercise a discretionary right to terminate the Master Lease as set forth in the second sentence of Section 15 hereof, to maintain the Master Lease in full force and effect and (iii) not to amend the Master Lease in any way which could have a material adverse impact on Subtenant. (b) To the extent that the provision of any services or the performance of any maintenance or any other act is the responsibility of Master Landlord (collectively “Master Landlord Obligations”), Sublandlord, upon Subtenant’s request, shall make commercially reasonable efforts to cause Master Landlord under the Master Lease to perform such Master Landlord Obligations; provided, however, that Sublandlord shall not be liable to Subtenant for any liability, loss or damage whatsoever in the event that Master Landlord should fail to perform the same, nor shall Subtenant be entitled to withhold the payment of Rent or Terminate this Sublease, unless such failure is the result of an event of default on the part of Sublandlord under this Sublease (including Sublandlord’s obligation to use commercially reasonable efforts to cause Master Landlord to perform the Master Landlord Obligations), the Master Lease, or both. It is expressly understood that Sublandlord does not assume any obligation to perform the termsMaster Landlord Obligations and that the services and repairs that are incorporated herein by reference, covenants, conditions, provisions and agreements contained in the Prime Lease on the part of Prime Landlord to be performed. In the event Prime Landlord shall fail to perform any of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performed, Sublandlord shall have no liability to Subtenant. Notwithstanding anything including but not limited to the contrary contained furnishing of elevators or other services or maintenance, restoration (following casualty or destruction), or repairs to the Building or the Premises which are Master Landlord Obligations will in fact be furnished by Master Landlord and not Sublandlord, except to the extent otherwise provided herein. (c) Except as provided in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts have no other obligations to enforce the obligations of Prime Landlord under the Prime Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, respect to enforce the aforesaid unperformed, material Prime Landlord obligation under Premises or the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Master Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord of any of its obligations to Prime Landlord under the Prime Lease. A copy of the Prime Lease is attached hereto and made a part hereof as Exhibit C.Obligations.

Sublandlord’s Obligations. Sublandlord does not assume any obligation to perform the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on the part of Prime Landlord to be performed. In the event Prime Landlord shall fail to perform any of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performed, Sublandlord shall have provide all reasonable assistance and cooperation to Subtenant (at no material cost or liability to Subtenant. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts ) to enforce the obligations of Prime Landlord Sublandlord’s rights under the Prime Lease, and such efforts shall include, without limitation: (i) upon SubtenantMaster Lease to compel performance by Landlord with respect to Landlord’s written request, notifying Prime Landlord of any nonperformance obligations under the Prime Lease and requesting that Prime Master Lease. Any condition resulting from a default by Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long not constitute as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). between Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; providedan eviction, however that in the conduct of any such litigationactual or constructive, both Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant and no such default shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to excuse Subtenant of reasonably detailed invoices therefor. In from the event of any dispute regarding responsibility for payment of such costs, performance or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord observance of any of its obligations to Prime be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease unless, and to the extent, Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the Prime Master Lease also. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease, subject to the right of assistance and cooperation from Sublandlord described above. Sublandlord shall extend all reasonable cooperation to Subtenant (at no material cost or liability to Subtenant) to enable Subtenant to receive the benefits under this Sublease, as the same are dependent upon performance under the Master Lease. A copy Sublandlord shall continue to maintain the existing security measures on the Premises throughout the term of the Prime Lease is attached hereto this Sublease and made shall promptly make any necessary repairs should any damage occur as a part hereof as Exhibit C.result of Sublandord failing to maintain such security measures so that Subtenant’s property and materials are not compromised.

Sublandlord’s Obligations. Sublandlord does covenants and agrees that all obligations of Sublandlord under the Master Lease (including, but not assume any obligation limited to perform its obligations under Paragraph 16(a)(i) of the termsMaster Lease, covenantswhich insurance Sublandlord shall maintain), conditions, provisions and agreements contained in the Prime Lease on the part of Prime Landlord other than those which are to be performed. In the event Prime Landlord shall fail to perform any of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performed, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to the contrary contained in done or performed by Subtenant under this Sublease, Sublandlord with respect to the Sublease Premises shall use commercially reasonable, good-faith efforts to enforce the obligations of Prime Landlord under the Prime Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach be done or performed by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel)Sublandlord. Sublandlord and agrees that Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both receive all services and repairs to be provided by Landlord to Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Master Lease. Subtenant shall indemnify look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord againstto perform any of such services, and hold nor shall Subtenant make any claim upon Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred for any damages which may arise by Sublandlord in connection with any initiation reason of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s Landlord's default under the Prime Master Lease; provided, however, Sublandlord shall provide all necessary assistance and cooperation to Subtenant (at no material cost or liability to Sublandlord) to enforce Sublandlord's rights under the Master Lease to compel performance by Landlord with respect to such services or repairs to which Subtenant is entitled. The execution of this Sublease and Prime Landlord’s consent thereto, Any condition resulting from a default by Landlord shall not relieve constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such default shall excuse Subtenant from the performance or observance of any of its obligations to Prime be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease unless, and to the extent, Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the Prime LeaseMaster Lease also. A copy In furtherance of the Prime foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease, subject to the right of assistance and cooperation from Sublandlord described above. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease is attached hereto and made a part hereof to the extent that failure to perform the same would adversely affect Subtenant's use or occupancy of the Sublease Premises. Sublandlord shall extend all reasonable cooperation to Subtenant (at no material cost or liability to Sublandlord) to enable Subtenant to receive the benefits under this Sublease, as Exhibit C.the same are dependent upon performance under the Master Lease.

Sublandlord’s Obligations. (a) To the extent that the provision of any services or the performance of any maintenance or any other act respecting the Sublease Premises or the building in which the Sublease Premises is located (the "Building") is the responsibility of Master Landlord (collectively "Master Landlord Obligations"), upon Subtenant's request, Sublandlord does not assume shall make reasonable efforts to cause Master Landlord to perform such Master Landlord Obligations, including, without limitation, a written demand of Master Landlord for such performance; provided, however, that in no event shall Sublandlord be liable to Subtenant for any obligation liability, loss or damage whatsoever in the event that Master Landlord should fail to perform the termssame, covenantsnor shall Subtenant be entitled to withhold the payment of Rent or to terminate this Sublease. It is expressly understood that the services and repairs which are incorporated herein by reference, conditionsincluding but not limited to the maintenance of exterior walls, provisions structural portions of the roof, foundations, walls and agreements contained floors, will in fact be furnished by Master Landlord and not by Sublandlord, except to the extent otherwise provided in the Prime Lease on Master Lease. In addition, Sublandlord shall not be liable for any maintenance, restoration (following casualty or condemnation) or repairs in or to the part of Prime Building or Sublease Premises, other than its obligation hereunder to use reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease. With respect to any maintenance or repair to be performedperformed by Master Landlord respecting the Sublease Premises, the parties expressly agree that, as between Sublandlord and Subtenant, Subtenant shall have the right to contact Master Landlord directly to advise it of the problem. In To the event Prime extent that Subtenant is entitled to and receives from Master Landlord shall fail an abatement of rent for the failure of Master Landlord to perform any Master Landlord Obligation, Subtenant shall receive a proportionate abatement of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performedRent under this Sublease. (b) Except as otherwise provided herein, Sublandlord shall have no liability other obligations to Subtenant. Notwithstanding anything Subtenant with respect to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce Sublease Premises or the obligations of Prime Landlord under the Prime Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Master Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord of any of its obligations to Prime Landlord under the Prime Lease. A copy of the Prime Lease is attached hereto and made a part hereof as Exhibit C.Obligations.

Sublandlord’s Obligations. Sublandlord does not assume agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Phase A Lease. Subtenant shall look solely to Landlord for all such services and shall not, under any obligation circumstances, seek nor requires Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord's default under the termsPhase A Lease. Any condition resulting from a default by Landlord shall not constitute between Sublandlord and Subtenant an eviction, covenantsactual or constructive, conditions, provisions of Subtenant and agreements contained in no such default shall excuse Subtenant from the Prime Lease on the part performance or observance of Prime Landlord any of its obligations to be performedperformed or observed under Sublease, or, except as otherwise provided in this Sublease, entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. In furtherance of the foregoing, and subject to Paragraph 14 hereof, Subtenant does hereby waive any cause action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Phase A Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable Sublandlord pursuant to the Phase A Lease. In the event Prime of a breach by Landlord shall fail to perform of any term of the terms, covenants, conditions, provisions and agreements contained Phase A Lease then Sublandlord's sole obligation in regard to its obligation under this Sublease shall be to diligently pursue the Prime Lease correction on its part to be performed, Sublandlord shall have no liability to Subtenantcure by Landlord of Landlord's breach. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the obligations of Prime Landlord under the Prime Lease, and such Such efforts shall include, without limitation: (i) , upon Subtenant’s written 's request, (a) immediately notifying Prime Landlord of any nonperformance its non-performance under the Prime Phase A Lease and requesting demanding that Prime Landlord perform performs its obligations thereunder; and under the Phase A Lease and/or (iib) after assigning Sublandlord's rights under the time for Prime Phase A Lease to Subtenant to the extent necessary to permit Subtenant to institute legal proceedings against Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime obtain the performance of Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord 's obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Phase A Lease; provided however that if Subtenant commences a Lawsuit or other action, Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both Sublandlord pay all costs and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs expenses incurred in connection with any enforcement action (including reasonable attorneys’ fees therewith, and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, costs and liabilities expenses incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord of any of its obligations to Prime Landlord under the Prime Lease. A copy of the Prime Lease is attached hereto and made a part hereof as Exhibit C.therewith.

Sublandlord’s Obligations. (a) Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master Lease. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord's default under the Master Lease. Any condition resulting from a default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant unless such condition constitutes an eviction, actual or reconstructive, as between Sublandlord and Landlord and no such default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease unless such default excuses Sublandlord from the performance or observation of any of its obligations under the Master Lease or entitles Sublandlord to receive any reduction or abatement of Minimum Rent under the Master Lease. In furtherance of the foregoing, Subtenant does not assume hereby waive any obligation cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease and perform all other obligations of Sublandlord under the Master Lease with respect to the balance of the Master Premises outside of the Sublease Premise to the extent that failure to perform the terms, covenants, conditions, provisions and agreements contained in same would adversely affect Subtenant's use of occupancy of the Prime Lease on the part of Prime Landlord to be performed. In the event Prime Sublease Premises. (b) If Landlord shall fail to observe or perform any of the terms, covenants, conditions, provisions and conditions or agreements contained in of the Prime Lease on its part to be performed, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the obligations of Prime Landlord under the Prime Master Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s its sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control take or commence such actions as are appropriate to enforce Landlord's observance or performance. Sublandlord agrees to cooperate with Subtenant in the conduct prosecution of the litigation; said actions provided, however however, that in the conduct Subtenant hereby indemnifies and holds harmless Sublandlord from any claim, liability or expense incurred by or threatened against Sublandlord by reason of any such litigation, both Sublandlord and action by Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken (other than liability or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is expense caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord of any of its obligations to Prime Landlord under the Prime Lease. A copy of the Prime Lease is attached hereto and made a part hereof as Exhibit C.'s actions or omissions).

Sublandlord’s Obligations. Sublandlord does not assume any obligation to perform the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on the part of Prime Landlord to be performed. In the event Prime Landlord shall fail to perform any of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performed, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the obligations of Prime Landlord under the Prime Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting agrees that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control receive all services and repairs to be provided by Landlord to Sublandlord under the conduct Master Lease with respect to the Sublease Premises. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek or require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord's default under the Master Lease. Notwithstanding the foregoing, in the event Landlord defaults in its obligation to provide services or repairs or to perform any work required by the Master Lease to the Sublease Premises (including , without limitation, any work described in Exhibits D and I of the litigation; providedMaster Lease that applies to the Sublease Premises), however that in the conduct of Sublandlord, at Sublandlord's expense, shall seek to enforce by legal action, if necessary, Landlord's obligations to provide such services or repairs or to perform any such litigation, both work. Any condition resulting from a default by Landlord shall not constitute as between Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformedeviction, material Prime Landlord obligation under the Prime Leaseactual or constructive, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant and no such default shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to excuse Subtenant of reasonably detailed invoices therefor. In from the event of any dispute regarding responsibility for payment of such costs, performance or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord observance of any of its obligations to Prime be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease (except to the extent Sublandlord is excused from performing or observing its obligations with respect to the Sublease Premises under the Master Lease and/or except to the extent Sublandlord actually receives a rental abatement with respect to the Sublease Premises pursuant to the Master Lease). In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Prime Master Lease. A copy Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant's use or occupancy of the Prime Lease is attached hereto and made a part hereof as Exhibit C.Sublease Premises.

Sublandlord’s Obligations. (a) To the extent that the provision of any services or the performance of any maintenance or any other act respecting the Premises or Building is the responsibility of Master Landlord under the Master Lease (collectively "Master Landlord Obligations"), upon Subtenant's request, Sublandlord does not assume shall make commercially reasonable efforts to cause Master Landlord to perform such Master Landlord Obligations, provided, however, that in no event shall Sublandlord be liable to Subtenant for any obligation liability, loss or damage whatsoever in the event that Master Landlord should fail to perform the termssame, covenantsnor shall Subtenant be entitled to withhold the payment of Rent or terminate this Sublease. It is expressly understood that the services and repairs which are incorporated herein by reference, conditionsincluding but not limited to the maintenance of exterior walls, provisions structural portions of the roof, foundations, walls and agreements contained floors, will in fact be furnished by Master Landlord and not by Sublandlord, except to the extent otherwise provided in the Prime Lease on the part of Prime Landlord to be performedMaster Lease. In the event Prime Landlord shall fail to perform any of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performedaddition, Sublandlord shall have no liability to Subtenant. Notwithstanding anything not be liable for any maintenance, restoration (following casualty or destruction) or repairs in or to the contrary contained Building or Sublease Premises, other than its obligation hereunder to use reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease. (b) Except as otherwise expressly provided in this Sublease, Sublandlord shall use commercially reasonablehave no other obligations to Subtenant with respect to the Sublease Premises or the performance of the Master Landlord Obligations. Notwithstanding the foregoing, good-faith efforts subject to enforce Subtenant's obligation to reimburse Sublandlord, (1) Sublandlord shall arrange for gas and electricity to the obligations Sublease Premises and (2) Sublandlord shall maintain the Building gas lines, electrical system and water piping systems outside of Prime Landlord under the Prime LeaseSublease Premises, and any other building systems outside of the Sublease Premises which are not separated to serve exclusively the Sublease Premises, provided that Sublandlord shall have no responsibility for repairing damage to such efforts systems caused by the negligence or willful misconduct of Subtenant. Any such damage shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting that Prime Landlord perform be promptly repaired by Subtenant at its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense. Subtenant shall reimburse Sublandlord for the cost of all services, maintenance and repair provided by Sublandlord as Additional Rent as provided in Section 4(a)(ii) above. (c) Except to enforce Prime Landlord’s obligationsthe extent caused by Sublandlord's gross negligence or willful misconduct, which cooperation Sublandlord shall includenot be in default hereunder or be liable for any damages directly or indirectly resulting from, in cases nor shall the Rent be abated by reason of (i) the installation, use or interruption of use of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party equipment in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event furnishing of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformedforegoing services, material Prime Landlord obligation under the Prime Lease, (ii) failure to furnish or delay in furnishing any such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent services when such litigation failure or delay is caused by accident or any condition beyond the control of Sublandlord’s default under this , or (iii) the limitation, curtailment, rationing or restrictions on use of water, electricity, gas or any other form of energy serving the Sublease or, to Premises or the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord of any of its obligations to Prime Landlord under the Prime Lease. A copy of the Prime Lease is attached hereto and made a part hereof as Exhibit C.Building.

Sublandlord’s Obligations. Sublandlord does not assume any obligation agrees that Subtenant shall be entitled to perform the terms, covenants, conditions, provisions receive all services and agreements contained in the Prime Lease on the part of Prime rights to be provided by Landlord to be performed. In Sublandlord under the event Prime Landlord shall fail to perform any of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performed, Sublandlord shall have no liability to SubtenantMaster Lease. Notwithstanding the foregoing or anything else to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the obligations of Prime Landlord under the Prime Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled look solely to jointly control the conduct of the litigation; providedLandlord for all such rights and services and shall not, however that in the conduct of under any such litigationcircumstances, both seek nor require Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with perform any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costsservices, or nor shall Subtenant make any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal claim upon Sublandlord for any damages which may arise by reason of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by SublandlordLandlord’s default under the Prime Master Lease. The execution of this Sublease and Prime Landlord’s consent thereto, Any condition resulting from a default by Landlord shall not relieve constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such default shall excuse Subtenant from the performance or observance of any of its obligations to Prime be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Prime Master Lease. A copy Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant’s use or occupancy of the Prime Lease is attached hereto and made a part hereof Sublease Premises. Sublandlord shall cooperate in all reasonable respects in requesting Landlord performance of its obligations, including filing suit as Exhibit C.necessary, provided Subtenant indemnifies Sublandlord for any associated liability or expense.

Sublandlord’s Obligations. Notwithstanding the foregoing incorporation of the Master Lease, Sublandlord does shall not assume be responsible for the performance of any obligation of the obligations of Master Lessor under the Master Lease including, but not limited to, the furnishing of any maintenance, repair, replacement or other services to be performed or furnished by Master Lessor under the Master Lease and Subtenant agrees to look solely to Master Lessor for the performance of such obligations. Sublandlord shall not be liable to Subtenant for any failure by Landlord to perform the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on the part of Prime Landlord its obligations or to furnish any services or utilities to be performedfurnished by Landlord under the Master Lease. In the event Prime Landlord Subtenant shall fail not, under any circumstances, seek or require Sublandlord to perform any of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performed, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the obligations of Prime Landlord Master Lessor under the Prime Master Lease, and such efforts nor shall include, without limitation: (i) Subtenant make any claim upon SubtenantSublandlord for any damages with may arise by reason of Master Lessor’s written request, notifying Prime Landlord of any nonperformance default under the Prime Master Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing unless such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation default is caused by Sublandlord’s . Any condition resulting from a default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default Master Lessor under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, Master Lease shall not relieve constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such default shall excuse Subtenant from the performance or observance of any of its obligations to Prime Landlord be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provide for in this Sublease, except to the extent Sublandlord receives an abatement in its rent under the Prime Master Lease. A copy Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that such payment is not the obligation of the Prime Lease is attached hereto and made a part hereof as Exhibit C.Subtenant hereunder.

Sublandlord’s Obligations. (a) Sublandlord does not assume shall send to Subtenant promptly following receipt thereof from the Landlord all notices of default under the Master Lease that are based on a condition in, or the act or omission of Subtenant in the use or occupancy, of the Sublease Premises, or on the failure to perform of any obligation of Tenant assumed by Subtenant under this Sublease. (b) Sublandlord covenants and agrees to perform pay all fixed rent and additional rent payable by Sublandlord pursuant to the terms, covenants, conditions, provisions Master Lease and agreements contained in the Prime Lease on the part of Prime Landlord to be performed. In the event Prime Landlord shall fail to perform otherwise not violate any of the termsterms and provisions of the Master Lease, covenantsor to waive any of its rights as Tenant thereunder, conditions, provisions and agreements contained in the Prime Lease on its part to be performed, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to the contrary contained in extent same would adversely affect Subtenant's rights under this Sublease, and agrees to indemnify Subtenant, and hold it harmless, from and against any and all claims, damages, losses, expenses and liabilities (including reasonable attorneys' fees) incurred as a result of Sublandlord's breach hereof. Sublandlord shall use commercially reasonable, good-faith efforts to enforce not amend or modify the obligations terms of Prime Landlord under the Prime Lease, Master Lease insofar as the same may adversely affect Subtenant's rights and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b)Sublease without the prior written consent of Subtenant, which consent shall not be unreasonably withheld; provided, however, that Subtenant's consent shall not be required for amendments or modifications in connection with rights granted to Tenant under the Master Lease. Subject to the foregoing, in the name event the Master Lease is terminated for any reason, this Sublease shall automatically cease and terminate as of Subtenant with legal counsel selected by the date the Master Lease is so terminated and upon such termination, for reasons other than Subtenant's default under this Sublease, all rent and other charges and sums due and owing hereunder shall terminate. (c) Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and agrees that Subtenant shall be entitled to jointly control receive all services and repairs to be provided by Landlord to Sublandlord under the conduct Master Lease. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord's default under the Master Lease. In the event Sublandlord is prevented from performing any of its obligations under this Sublease by a breach by Landlord of a term of the litigation; Master Lease, then Sublandlord's sole obligation in regard to its obligation under this Sublease shall be to use reasonable efforts in diligently pursuing the correction or cure by Landlord of Landlord's breach. Except as hereinafter provided, however that no condition resulting from a default by Landlord shall entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. Notwithstanding anything in the conduct foregoing to the contrary, in the event of any such litigationa "Service Failure" (as that term is defined in the Master Lease) that continues for a period of not more than thirty (30) consecutive days, both Sublandlord Subtenant's sole remedy shall be to receive an abatement of Base Rental and Subtenant shall have an obligation to act additional rent payable under this Sublease in a commercially reasonable manner and accordance with the goal of employing a strategy which is designed to secure performance Paragraph 20(d) of the aforesaid unperformed, material Prime Landlord obligation under the Prime Master Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation as if and to the extent that Sublandlord would have been able to receive such a rent abatement with respect to the Sublease Premises (and assuming that the Sublease Premises was the entire premises subject to the Master Lease), and solely with respect to a Service Failure that continues for no longer than the period described herein, such a condition shall not constitute, as between Sublandlord and Subtenant, an eviction, actual or constructive, of Subtenant or excuse Subtenant from the performance or observance of any of its other obligations to be performed or observed under this Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action may and any right to bring any action for damages against Sublandlord by reason of any act or omission of Landlord under the Master Lease. (d) Sublandlord certifies to Subtenant that no uncured event of Default by Sublandlord exists under the Master Lease, it has not received any notice of default under the Master Lease that remains uncured, and that to its actual knowledge (without any duty of inquiry or investigation), (i) there is no violation of any applicable law, statute, ordinance, or governmental rule, regulation or requirement now in force with respect to the occupancy or build-out of the Sublease Premises that would materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request ability of Subtenant shall be paid to Sublandlord by Subtenantoccupy the Sublease Premises for general office use, as Additional Rent, upon and (ii) no release of Hazardous Materials or violation of Environmental Laws has occurred during the term of Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance 's occupancy of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord of any of its obligations to Prime Landlord under the Prime Lease. A copy of the Prime Lease is attached hereto and made a part hereof as Exhibit C.Premises.

Sublandlord’s Obligations. Sublandlord does not assume any shall have no obligation to perform the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on the part of Prime Landlord to be performed. In the event Prime Landlord shall fail to perform any of Master Landlord's obligations under the termsMaster Lease, covenantsincluding, conditions--------------------------------------- without limitation, provisions and agreements contained in (i) providing any of the Prime services that Master Landlord has agreed to provide pursuant to the Master Lease on its part (or required by law), or (ii) furnishing the electricity to the Sublease Premises that Master Landlord has agreed to furnish pursuant to the Master Lease (or required by law), or (iii) making any of the repairs or restorations that Master Landlord has agreed to make pursuant to the Master Lease (or required by law), or iv) complying with any laws or requirements of any governmental authorities, or v) take any other action that Master Landlord has agreed to provide, furnish, make, comply with, or take, or cause to be performedprovided, Sublandlord furnished, made, complied with or taken under the Master Lease. Subtenant shall have no liability rights against Sublandlord arising out of the Master Landlord's failure to Subtenant. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the perform any of its obligations of Prime Landlord under the Prime Master Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both Sublandlord and Subtenant shall have the right to institute an obligation to act in a commercially reasonable manner and with action under the goal of employing a strategy which is designed to secure performance provisions of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation Master Lease to the extent such action may materially relates to the Sublease Premises, provided Subtenant gives Sublandlord at least 30 days' prior written notice and adversely affect Sublandlord has failed to take action within that time. Notwithstanding the other party’s rights foregoing, if an action or obligations under the Prime Lease or Sublease without such other party’s consent, which shall cure cannot be unreasonably withheldcompleted within 30 days after receipt, conditionedbut such action or cure is commenced within 30 days after receipt of notice, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of is diligently being pursued, Subtenant shall be paid have no right to pursue Master Landlord or Sublandlord. If Subtenant subsequently pursues such action, Subtenant agrees to reimburse Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of for any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities costs incurred by Sublandlord in connection with Subtenant instituting any initiation such action. Sublandlord shall give reasonable assistance to Subtenant in enforcing the terms of litigation by Sublandlord pursuant the Master Lease, and will execute all documents reasonably necessary to the foregoing provisions, except enable Subtenant to the extent such litigation is caused by Sublandlord’s default under this Sublease or, pursue Master Landlord in its failure to the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord of perform any of its obligations to Prime Landlord under the Prime Master Lease. A copy Sublandlord agrees that it shall perform its obligations under the Master Lease when due- in accordance with the terms of the Prime Lease is attached hereto and made a part hereof as Exhibit C.Master Lease.

Sublandlord’s Obligations. Sublandlord does Except for those obligations assumed by ------------------------- Subtenant herein and provided Subtenant is not assume any obligation to perform the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on the part of Prime Landlord to be performed. In the event Prime Landlord shall fail to perform any default of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performed, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to the contrary contained in terms of this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts continue to enforce the faithfully perform all of its obligations of Prime Landlord under the Prime Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord Master Lease throughout the term of any nonperformance under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel)Sublease. Sublandlord and agrees that Subtenant shall be entitled to jointly control receive all services and repairs to be provided by Landlord to Sublandlord under the conduct of Master Lease with respect to the litigation; providedPremises. Subject to Paragraph 12(b) above, however that in the conduct of any such litigation, both Sublandlord and Subtenant shall have an obligation look solely to act in a commercially reasonable manner Landlord for all such services and with the goal repairs and shall not, under any circumstances, seek or require Sublandlord to perform any of employing a strategy such services or repairs, nor shall Subtenant make any claim upon Sublandlord for any damages which is designed to secure performance may arise by reason of the aforesaid unperformed, material Prime Landlord obligation Landlord's default under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with Master Lease unless such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation default is caused by Sublandlord’s . Subject to Paragraph 12(b) above, any condition resulting from a default by Landlord under this Sublease or, to the extent not Master Lease (other than a default caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, ) shall not relieve constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such default shall excuse Subtenant from the performance or observance of any of its obligations to Prime Landlord be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease, except to the extent Sublandlord receives an abatement in its Rent under the Prime LeaseMaster Lease with respect to the Premises. A copy Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to this Sublease and the Master Lease to the extent that such payment is not the obligation of the Prime Lease is attached hereto and made a part hereof as Exhibit C.Subtenant hereunder.

Sublandlord’s Obligations. Sublandlord does not assume any obligation to perform the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on the part of Prime Landlord to be performed. In the event Prime Landlord shall fail to perform any of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performed, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the obligations of Prime Landlord under the Prime Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting agrees that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both receive all services and repairs to be provided by Landlord to Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Master Lease. Subtenant shall indemnify look solely to Landlord for all such services and repairs and shall not, under any circumstances, seek nor require Sublandlord againstto perform any of such services or repairs, and hold nor shall Subtenant make any claim upon Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred for any damages which may arise by Sublandlord in connection with any initiation reason of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by SublandlordLandlord’s default under the Prime Master Lease. The execution of this Sublease and Prime Landlord’s consent thereto, Any condition resulting from a default by Landlord shall not relieve constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such default shall excuse Subtenant from the performance or observance of any of its obligations to Prime be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Prime Master Lease. A copy Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant’s use or occupancy of the Prime Sublease Premises during the Term. In addition, and notwithstanding anything to the contrary set forth above, Sublandlord agrees that it will use commercially reasonable efforts (i) to enforce Landlord’s obligations under the Master Lease, and/or (ii) to otherwise seek to enforce such rights as Sublandlord may have pursuant to applicable law, in order to cause Landlord to perform its duties and obligations in accordance with the terms of the Master Lease is attached hereto and made a part hereof as Exhibit C.they may relate to the Sublease Premises.

Sublandlord’s Obligations. Sublandlord does not assume any obligation to perform covenants and agrees that all ------------------------- obligations of Sublandlord under the termsMaster Lease, covenants, conditions, provisions and agreements contained in the Prime Lease on the part of Prime Landlord other than those which are to be performed. In the event Prime Landlord shall fail to perform any of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performed, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the obligations of Prime Landlord under the Prime Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved done or performed by Subtenant, with respect to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may Sublease Premises shall be reasonably required done or performed by such legal counsel)Sublandlord. Sublandlord and agrees that Subtenant shall be entitled to jointly control receive all services and repairs to be provided by Landlord to Sublandlord under the conduct Master Lease with respect to the Sublease Premises. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord to perform any of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord's default under the litigationMaster Lease; provided, however that in however, Sublandlord shall provide all necessary assistance and cooperation to Subtenant (at no material cost or liability to Sublandlord) to enforce Sublandlord's rights under the conduct of any Master Lease to compel performance by Landlord with respect to such litigation, both services or repairs to which Subtenant is entitled. Any condition resulting from a default by Landlord shall not constitute as between Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformedeviction, material Prime Landlord obligation under the Prime Leaseactual or constructive, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant and no such default shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to excuse Subtenant of reasonably detailed invoices therefor. In from the event of any dispute regarding responsibility for payment of such costs, performance or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord observance of any of its obligations to Prime be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease unless, and to the extent, Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the Prime LeaseMaster Lease also. A copy In furtherance of the Prime foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease, subject to the right of assistance and cooperation from Sublandlord described above. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease is attached hereto and made a part hereof to the extent that failure to perform the same would adversely affect Subtenant's use or occupancy of the Sublease Premises. Sublandlord shall extend all reasonable cooperation to Subtenant (at no material cost or liability to Sublandlord) to enable Subtenant to receive the benefits under this Sublease, as Exhibit C.the same are dependent upon performance under the Master Lease.

Sublandlord’s Obligations. (a) To the extent that the provision of any services or the performance of any maintenance or any other act respecting the Sublease Premises or the building in which the Sublease Premises is located (the "Building"), including, without limitation, the performance and completion of Landlord's Work (as defined in the Master Lease), is the responsibility of Master Landlord (collectively "Master Landlord Obligations"), upon Subtenant's written request, Sublandlord does shall make reasonable efforts to cause Master Landlord to perform such Master Landlord Obligations, including the commencement of appropriate legal proceedings; provided, however, that, except to the extent resulting from Sublandlord's breach of or default under the Master Lease which is not assume the result of Subtenant's breach or default hereunder, in no event shall Sublandlord be liable to Subtenant for any obligation liability, loss or damage whatsoever in the event that Master Landlord should fail to perform the termssame, covenantsnor shall Subtenant be entitled to withhold the payment of Rent or to terminate this Sublease, conditionsexcept to the extent Sublandlord has such a termination right under the Master Lease. If Sublandlord is unsuccessful in obtaining the performance by Master Landlord of the Master Landlord Obligations in accordance with the immediately preceding sentence, provisions and agreements contained then Subtenant shall have the right, upon prior written notice to Sublandlord, to exercise in its own name all of the Prime rights available to Sublandlord under the Master Lease to enforce performance on the part of Prime Master Landlord. It is expressly understood that the services and repairs which are incorporated herein by reference, including but not limited to the maintenance of exterior walls, structural portions of the roof, foundations, walls and floors, will in fact be furnished by Master Landlord and not by Sublandlord, except to the extent otherwise provided in the Master Lease. In addition, Sublandlord shall not be liable for any maintenance, restoration (following casualty or destruction) or repairs in or to the Building or Sublease Premises, other than its obligation hereunder to use reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease. With respect to any maintenance or repair to be performed. In performed by Master Landlord respecting the event Prime Sublease Premises, the parties expressly agree that Subtenant shall have the right to contact Master Landlord directly to cause it to so perform. (b) So long as Subtenant complies with its obligations under this Sublease: (i) Sublandlord shall fail not agree to perform any amendment of the termsMaster Lease which materially affects Subtenant's rights under this Sublease; (ii) Sublandlord shall not, covenantswithout Subtenant's written consent, conditionsexercise any right to terminate the Master Lease with respect to any period during the Sublease term, provisions other than on account of a default by Master Landlord under the Master Lease, casualty or condemnation; and agreements contained (iii) Sublandlord shall perform all of its obligations under the Master Lease not assumed by Subtenant hereunder, including, without limitation, the prompt payment to Master Landlord of all sums paid by Subtenant to Sublandlord hereunder. (c) Sublandlord represents to Subtenant that (i) the Master Lease is in full force and effect, (ii) Sublandlord is not in default under the Prime Master Lease on its part with respect to be performedany obligation arising after the Commencement Date and, to Sublandlord's knowledge, Master Landlord is not in default thereunder, (iii) the Master Lease attached hereto is a full and complete copy of the Master Lease, and (iv) as of the Commencement Date, Sublandlord's leasehold estate is not encumbered by any deed of trust or mortgage financing. (d) Subtenant represents to Sublandlord that, immediately prior to the Commencement Date, (i) the Master Lease was in full force and effect, (ii) Subtenant was not in default under the Master Lease with respect to any obligation arising before the Commencement Date and, to Subtenant's knowledge, Master Landlord was not in default thereunder, (iii) the Master Lease attached hereto is a full and complete copy of the Master Lease, and (iv) Subtenant's leasehold estate under the Master Lease was not encumbered by any deed of trust or mortgage financing. (e) Except as otherwise provided herein, Sublandlord shall have no liability other obligations to Subtenant. Notwithstanding anything Subtenant with respect to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce Sublease Premises or the obligations of Prime Landlord under the Prime Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Master Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred by Sublandlord in connection with any initiation of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s default under the Prime Lease. The execution of this Sublease and Prime Landlord’s consent thereto, shall not relieve Sublandlord of any of its obligations to Prime Landlord under the Prime Lease. A copy of the Prime Lease is attached hereto and made a part hereof as Exhibit C.Obligations.

Sublandlord’s Obligations. Sublandlord does not assume any obligation to perform the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on the part of Prime Landlord to be performed. In the event Prime Landlord shall fail to perform any of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performed, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the obligations of Prime Landlord under the Prime Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting agrees that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both receive all services and repairs to be provided by Landlord to Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Master Lease. Subtenant shall indemnify look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord againstto perform any of such services, and hold nor shall Subtenant make any claim upon Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred for any damages that may arise by Sublandlord in connection with any initiation reason of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by Sublandlord’s Landlord's default under the Prime Master Lease. The execution of this Sublease and Prime Landlord’s consent thereto, Any condition resulting from a default by Landlord shall not relieve constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant, and no such default shall excuse Subtenant from the performance or observance of any of its obligations to Prime be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. In furtherance of the foregoing and provided Sublandlord reasonably pursues its remedies under the Master Lease for Landlord's default of its obligations, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Prime Master Lease. A copy Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all Base Rental and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant's use or occupancy of the Prime Lease is attached hereto and made a part hereof as Exhibit C.Sublease Premises.

Sublandlord’s Obligations. (a) Sublandlord does not assume any obligation to perform the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on the part of Prime Landlord to be performed. In the event Prime Landlord shall fail to perform any of the terms, covenants, conditions, provisions and agreements contained in the Prime Lease on its part to be performed, Sublandlord shall have no liability to Subtenant. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall use commercially reasonable, good-faith efforts to enforce the obligations of Prime Landlord under the Prime Lease, and such efforts shall include, without limitation: (i) upon Subtenant’s written request, notifying Prime Landlord of any nonperformance under the Prime Lease and requesting agrees that Prime Landlord perform its obligations thereunder; and (ii) after the time for Prime Landlord to cure a breach has expired, cooperating with Subtenant, at Subtenant’s sole cost and expense, to enforce Prime Landlord’s obligations, which cooperation shall include, in cases of any uncured breach by Prime Landlord that, in Subtenant’s reasonable opinion, materially impairs the conduct of Subtenant’s business operations within the Demised Premises, instituting legal proceedings so long as Subtenant is not in default, beyond any applicable notice and cure periods, of its payment obligations under this Section 9(b), in the name of Subtenant with legal counsel selected by Sublandlord and reasonably approved by Subtenant, to enforce the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be reasonably required by such legal counsel). Sublandlord and Subtenant shall be entitled to jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both receive all services and repairs to be provided by Landlord to Sublandlord and Subtenant shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, provided no action, including settlement, may be taken or required by either party in connection with such litigation to the extent such action may materially and adversely affect the other party’s rights or obligations under the Prime Lease or Sublease without such other party’s consent, which shall not be unreasonably withheld, conditioned, or delayed. All costs incurred in connection with any enforcement action (including reasonable attorneys’ fees and consultant and expert witness fees) undertaken by Sublandlord at the request of Subtenant shall be paid to Sublandlord by Subtenant, as Additional Rent, upon Sublandlord’s delivery to Subtenant of reasonably detailed invoices therefor. In the event of any dispute regarding responsibility for payment of such costs, or any dispute regarding whether either party is acting in a commercially reasonable manner and with the goal of employing a strategy which is designed to secure, subject to the conditions above, performance of the aforesaid unperformed, material Prime Landlord obligation under the Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Master Lease. Subtenant shall indemnify look solely to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord againstto perform any of such services, and hold nor shall Subtenant make any claim upon Sublandlord harmless from, all costs, expenses, claims, counter-claims, cross-claims, losses, and liabilities incurred for any damages that may arise by Sublandlord in connection with any initiation reason of litigation by Sublandlord pursuant to the foregoing provisions, except to the extent such litigation is caused by Sublandlord’s default under this Sublease or, to the extent not caused by Subtenant, by SublandlordLandlord’s default under the Prime Master Lease. The execution Sublandlord agrees to use commercially reasonable efforts including to cause Landlord to provide the Sublease Premises with the services that are to be provided by Landlord to the Sublease Premises and the Building under the Master Lease. If Landlord defaults in the performance or observance of this Sublease and Prime any of Landlord’s consent theretoobligations under the Master Lease, Sublandlord shall perform such obligations to the extent that Sublandlord is permitted under the Master Lease to or cause Landlord to perform such obligations as provided herein. If Landlord fails to provide to the Sublease Premises any of the services described under the Master Lease, and such failure or any other cause or circumstance (other than Subtenant’s act or default) materially adversely interferes with Subtenant’s use and enjoyment of the Sublease Premises, then notwithstanding anything to the contrary herein or incorporated by reference herein, Subtenant shall be entitled to an equitable adjustment of Base Rental until such services are restored or other cause or circumstance rectified, whether by Landlord or Sublandlord as aforesaid. Any condition resulting from a default by Landlord shall not relieve constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant, and no such default shall excuse Subtenant from the performance or observance of any of its obligations to Prime be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Prime Master Lease. A copy . (b) Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect Subtenant’s use or occupancy of the Prime Sublease Premises. Sublandlord covenants and agrees that Sublandlord will not do anything which would constitute a default (beyond any applicable grace or cure period under the Master Lease) under the provisions of the Master Lease or omit to do anything Sublandlord is attached hereto obligated to do under the terms of this Sublease (beyond any applicable grace or cure period under the Master Lease) which omission would constitute a default under the Master Lease nor shall Sublandlord voluntarily surrender or terminate the Master Lease except in accordance with the Master Lease in the event of a taking or casualty, nor shall it agree to modify or amend the Master Lease in any way that will reduce the rights or increase the obligations of Subtenant under this Sublease in any material respect. (c) Sublandlord shall indemnify, defend and made hold Subtenant harmless from and against all liability, costs, damages, claims, demands and expenses, including, without limitation, reasonable attorneys’ fees and costs, arising out of any termination of the Master Lease as a part hereof as Exhibit C.result of a default by Sublandlord thereunder or any voluntary surrender of the Master Lease (except in accordance with the Master Lease in the event of a taking or casualty).