Common use of Sublandlord’s Obligations Clause in Contracts

Sublandlord’s Obligations. Sublandlord covenants and agrees that all obligations of Sublandlord under the Master Lease, other than those which are to be done or performed by Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. 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 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, and to the extent, Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the 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. 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.

Sublandlord’s Obligations. Sublandlord covenants and agrees that all obligations of Sublandlord under the Master Lease, other than those which are to be done or performed by Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. 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 not shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord's default ’s Default under the Master Lease. Any condition resulting from a default Default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such default 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, and to the extent, Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the Master Lease alsoSublease. 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. 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 ’s use or occupancy of the Sublease Premises. Notwithstanding anything in this Sublease to the contrary, in the event that Subtenant reasonably determines that Landlord is not fulfilling its maintenance and repair obligations under the Master Lease and that such failure affects Subtenant’s permitted use of the Sublease Premises and notifies Sublandlord in writing thereof, then Sublandlord, at Subtenant’s sole cost and expense, will use commercially reasonable efforts, with attorneys approved by and paid for by Subtenant, to have Landlord fulfill its obligations under the 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 in consultation with Subtenant at Subtenant’s sole cost and expense, and (ii) shall exercise Sublandlord’s right to terminate the Existing Sublease pursuant to Section 2(b) of the Existing Sublease at the 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 represents and warrants to Subtenant as follows: (i) the Master Lease attached hereto as Exhibit A constitutes the entire agreement between Landlord and Sublandlord relating to the lease of the Master Premises (except that certain economic terms have been redacted); (ii) no default or breach by Sublandlord or, to the best 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 knowledge, the Landlord under the Master Lease; (iv) subject to receipt of Landlord’s written consent hereto, Sublandlord has the right and power to execute and deliver this Sublease and to perform its obligations hereunder. Sublandlord shall not 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 agrees that it shall not exercise any option or other right to extend the initial Lease Term pursuant to 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 covenants 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 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. It is expressly understood that the services and agrees that repairs which are incorporated herein by reference, including, but not limited to, the maintenance of all of the structural elements, exterior, parking and other Common Areas of the Project 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 Building or the Sublease Premises, other than its obligation hereunder to use reasonable efforts to cause Master Landlord to perform its obligations of Sublandlord under the Master Lease. (b) Except as otherwise provided herein, Sublandlord shall have no other than those which are obligations to be done or performed by Subtenant, Subtenant with respect to the Sublease Premises shall be done or performed by Sublandlord. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by the performance of the Master Landlord to Sublandlord under Obligations; provided, however, in the event of a termination for any reason of the Master Lease. Subtenant , Sublandlord shall look solely use commercially reasonable efforts to negotiate with Master Landlord for to accept all such services of the terms and shall not, under any circumstances, seek nor require Sublandlord to perform any conditions 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 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 at no cost 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 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. 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 PremisesSublandlord.

Sublandlord’s Obligations. Sublandlord covenants and agrees that all obligations of Sublandlord under the Master Lease, other than those which are to be done or performed by Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. 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 ’s Default under the Master Lease. Any condition resulting from a default Default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such default 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, and to the extent, Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the Master Lease alsoSublease. 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. 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 ’s use or occupancy of the Sublease Premises. Notwithstanding anything in this Sublease to the contrary, in the event that Subtenant sends Sublandlord a factually correct notice that it cannot use its Sublease Premises for its normal business activities because Landlord is not fulfilling its maintenance and repair obligations under the Master Lease, then Sublandlord, at Subtenant’s sole cost and expense, will use commercially reasonable efforts, with attorneys approved by and paid for by Subtenant, to have Landlord fulfill its obligations under the Master Lease.

Sublandlord’s Obligations. Anything contained in this Sublease or in the Prime Lease to the contrary notwithstanding, Sublandlord covenants shall have no responsibility to Subtenant for, and agrees shall not be required to provide, any of the services or make any of the repairs or restorations that all obligations of Sublandlord Prime Landlord has agreed to make or provide, or cause to be made or provided, under the Master Lease, other than those which are to be done or performed by Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. Sublandlord agrees that Prime Lease and Subtenant shall be entitled to receive all services rely upon, and repairs to be provided by Landlord to Sublandlord under the Master Lease. Subtenant shall look solely to to, Prime 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 Leaseprovision or making thereof. Any condition resulting from a default by If Prime Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such default shall excuse Subtenant from in the performance or observance of any of its obligations under the Prime Lease, 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 Tenant under the Prime Lease, then Subtenant shall advise Sublandlord of such protest or dispute (together with all material facts and circumstances pertaining thereto) and Sublandlord shall make demand on Prime Landlord and shall employ all reasonable efforts (but at no material cost) 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 performed resolved) within a reasonable period of time, then following notice from Subtenant to Sublandlord, Subtenant shall have the right, at Subtenant’s sole cost and expense, and in the name of Sublandlord, to file any such protest and/or to make demand or observed 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 Subtenant, as may be reasonably required or necessary to enable Subtenant to proceed in Sublandlord’s name to enforce the obligations of Prime Landlord, provided that Subtenant shall indemnify and defend Sublandlord against, and hold Sublandlord harmless from, any and all liability incurred by or judgment entered against Sublandlord, in connection with the prosecution by Subtenant of any such proceeding or action. Sublandlord also agrees that as long as Subtenant is not in default hereunder, Sublandlord will not (i) take any action which would constitute a voluntary surrender under the Prime Lease, or (ii) willfully default thereunder resulting in the termination of this Sublease and/or Subtenant’s eviction thereunder. Except as may result from a default of Sublandlord of its obligations under the Prime Lease as specified in the preceding sentence, or a breach of this Sublease, or entitle Subtenant to receive shall not make 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 Master Lease also. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action claim 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 to the extent that failure to perform the same would adversely affect Subtenant's use or occupancy of the Sublease PremisesSublandlord.

Sublandlord’s Obligations. Sublandlord covenants and agrees that all obligations of Sublandlord under the Master Lease, other than those which are to be done or performed by Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. Sublandlord agrees that Subtenant shall be entitled to receive all utilities, services and repairs to be provided by Landlord to Sublandlord under the Master LeaseLease 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 servicesutilities, services or repairs, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord's ’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 Sublease Premises by Subtenant, Sublandlord agrees to use commercially reasonable efforts to cause Landlord to cure or correct such failure as soon as reasonably practicable. Subtenant shall have no right to cure any default by Sublandlord under the Master Lease or this Sublease. Unless Subtenant first obtains the written consent of Sublandlord (which shall not be unreasonably withheld or delayed), Subtenant shall not have the right to arrange directly with Landlord to perform any Alterations or improvements to the Sublease Premises, or to obtain any services, utilities or repairs, other than customary and routine services which currently arc being provided by Landlord to the Sublease Premises. Any condition resulting from a default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant 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 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 Master Lease alsoSublease. 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 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 material obligations of Sublandlord under the Master Lease to the extent that failure to perform the same would adversely affect Subtenant's ’s use or occupancy of the Sublease Premises.

Sublandlord’s Obligations. Sublandlord covenants does not assume any obligation to perform the terms, covenants, conditions, provisions and agrees that all 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 Sublandlord Prime Landlord under the Master Prime Lease, other than those 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 are to be done or performed 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, with respect to enforce the Sublease Premises shall aforesaid unperformed, material Prime Landlord obligation under the Prime Lease (including executing such documents as may be done or performed reasonably required by Sublandlordsuch legal counsel). Sublandlord agrees that and Subtenant shall be entitled to receive all services jointly control the conduct of the litigation; provided, however that in the conduct of any such litigation, both Sublandlord and repairs 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 provided taken or required by Landlord 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 Master Prime Lease, such dispute shall be resolved by arbitration as set forth in Article 41 of the Prime Lease. Subtenant shall look solely 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 Landlord for all the foregoing provisions, except to the extent such services and shall notlitigation is caused by Sublandlord’s default under this Sublease or, under any circumstancesto the extent not caused by Subtenant, 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 Sublandlord’s default under the Master Prime Lease. Any condition resulting from a default by Landlord The execution of this Sublease and Prime Landlord’s consent thereto, shall not constitute as between relieve 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 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 Prime Landlord under the Master Lease alsoPrime Lease. In furtherance A copy of the foregoing, Subtenant does hereby waive any cause of action Prime Lease is attached hereto 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 to the extent that failure to perform the same would adversely affect Subtenant's use or occupancy of the Sublease Premises.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 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 covenants 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 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. It is expressly understood that the services and agrees that repairs which are incorporated herein by reference, including, but not limited to, the maintenance of all of the fire protection and 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 Building or the Sublease Premises, other than its obligation hereunder to use reasonable efforts to cause Master Landlord to perform its obligations of Sublandlord under the Master Lease; provided, other than those which are however, that if Sublandlord fails to be done or performed by 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 Sublease Premises, all at Subtenant’s expense. (b) Except as otherwise provided herein, Sublandlord shall have no other obligations to Subtenant with respect to the Sublease Premises shall be done or performed by Sublandlord. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the performance of 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 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, and to the extent, Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the 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. 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 PremisesObligations.

Sublandlord’s Obligations. Sublandlord covenants and agrees that all obligations of Sublandlord under the Master Lease, other than those which are to be done or performed by Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. 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 ’s default under the 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. 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 entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease unless, unless and to the extent, extent Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the 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 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 ’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 the same are dependent upon performance under the Master Lease.

Sublandlord’s Obligations. Sublandlord covenants and agrees that all obligations of Sublandlord under the Master Lease, other than those which are to be done or performed by Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master 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 Master 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 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 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 Master Lease alsoSublease. In furtherance of the foregoing, and subject to Paragraph 14 hereof, 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 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 Master Phase A Lease to the extent that failure to perform the same would adversely affect Subtenant's use or occupancy of the Sublease Premises.. In the event of a breach by Landlord of any term of the Phase A Lease, 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, upon Subtenant's request, (a) immediately notifying Landlord of its non-performance under the Phase A Lease and demanding that Landlord perform its obligations under the Phase A Lease and/or (b) assigning Sublandlord's rights under the Phase A Lease to Subtenant to the

Sublandlord’s Obligations. Sublandlord covenants and agrees that all ------------------------- obligations of Sublandlord under the Master Lease, other than those which are to be done or performed by Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master LeaseLease 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 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. 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 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 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 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. 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 the same are dependent upon performance under the Master Lease.

Sublandlord’s Obligations. Sublandlord covenants and agrees that all obligations of Sublandlord under the Master Lease, other than those which are to be done or performed by Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master LeaseLease with respect to the Sublease Premises. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor 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 Master Lease that applies to the Sublease Premises), 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 work. 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 entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease unless, and (except to the extent, extent Sublandlord is excused from performance, performing or entitled observing its obligations with respect to a reduction or abatement of its rental obligations to Landlord the Sublease Premises under the Master Lease alsoand/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 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.

Sublandlord’s Obligations. Sublandlord covenants and agrees that all obligations Notwithstanding the foregoing incorporation of Sublandlord under the Master Lease, Sublandlord shall not be responsible for the performance of any of the obligations of Master Lessor under the Master Lease including, but not limited to, the furnishing of any maintenance, repair, replacement or other than those which are services to be done performed or performed furnished by Subtenant, with respect Master Lessor under the Master Lease and Subtenant agrees to look solely to Master Lessor for the Sublease Premises shall be done or performed by Sublandlordperformance of such obligations. Sublandlord agrees that shall not be liable to Subtenant shall be entitled to receive all services and repairs to be provided for any failure by Landlord to Sublandlord perform its obligations or to furnish any services or utilities to be furnished by Landlord under the Master Lease. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor or require Sublandlord to perform any of such servicesthe obligations of Master Lessor under the Master Lease, nor shall Subtenant make any claim upon Sublandlord for any damages which with may arise by reason of Landlord's Master Lessor’s default under the Master LeaseLease unless such default is caused by Sublandlord. Any condition resulting from a default by Landlord Master Lessor under the Master Lease 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 entitle Subtenant to receive any reduction in or abatement of the Rent provided provide for in this Sublease unlessSublease, and except to the extent, extent Sublandlord is excused from performance, or entitled to a reduction or receives an abatement of in its rental obligations to Landlord under the 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 rent 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 such payment is not the same would adversely affect Subtenant's use or occupancy obligation of the Sublease PremisesSubtenant hereunder.

Sublandlord’s Obligations. Sublandlord covenants and agrees that all obligations of Sublandlord under the Master Lease, other than those which are to be done or performed by Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs rights to be provided by Landlord to Sublandlord under the Master Lease. Notwithstanding the foregoing or anything else to the contrary contained in this Sublease, Subtenant shall look solely to Landlord for all such rights and 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 ’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 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, and to the extent, Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the Master Lease alsoSublease. 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. 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 ’s use or occupancy of the Sublease Premises. Sublandlord shall cooperate in all reasonable respects in requesting Landlord performance of its obligations, including filing suit as necessary, provided Subtenant indemnifies Sublandlord for any associated liability or expense.

Sublandlord’s Obligations. Sublandlord covenants and agrees that all obligations of Sublandlord under the Master Lease, other than those which are to be done or performed by Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord with respect to the Sublease Premises 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 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 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 Master Lease alsoSublease. 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 action 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.. 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 (

Sublandlord’s Obligations. Subtenant agrees that, notwithstanding anything to the contrary contained in this Sublease or in the Prime Lease, Sublandlord covenants and agrees that all obligations is not hereby assuming any responsiblity or obligation in connection with, or for any of Sublandlord the representations made by, Prime Landlord under the Master Prime Lease, nor shall Sublandlord be required to provide any of the services or make any of the alterations, installations, repairs or restorations or take any other than those which are actions that Prime Landlord has agreed to be done provide, to make, to take or performed by Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs cause to be provided by Landlord to Sublandlord or made or taken under the Master Lease. provisions of the Prime Lease and Subtenant shall rely upon, and look solely to Prime 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 Leaseprovisions or making thereof. Any condition resulting from a default by If Prime Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such default shall excuse Subtenant from in the performance or observance of any of its obligations under the 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 be performed or observed provided to the Sublease Premises under this Sublease, then, provided Subtenant is in compliance with its obligations hereunder, Sublandlord agrees, upon the reasonable request of Subtenant and at Subtenant's sole cost and expense, to make, demand or entitle institute any proceeding or action appropriate under the Prime Lease for the enforcement or performance of said obligation. If requested by Sublandlord, and as a condition to Sublandlord making, demanding, instituting or continuing any proceeding or action contemplated by the prior sentence, Subtenant shall provide a cash deposit or other assurances reasonably satisfactory to receive any reduction in or abatement Sublandlord for the payment of the Rent provided costs and expenses anticipated by Sublandlord in connection with such dispute, including, without limitation, resonable attorney's fees. If such proceedings or action shall also seek enforcement or performance of obligations for in this Sublease unless, and to the extent, Sublandlord is excused from performance, or entitled to a reduction or abatement benefit of its rental obligations to Landlord under the Master Lease also. In furtherance portions 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. 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 Premises other than the Sublease Premises, Sublandlord shall pay Sublandlord's equitable share of the cost and expense of such proceeding or action, including, without limitation, reasonable attorney's fees.

Sublandlord’s Obligations. Sublandlord covenants and agrees that all obligations of Sublandlord under shall keep the Master LeaseBuilding Common Area, other than those which are to any portion maintained by Landlord in good order, condition and repair. Sublandlord shall also be done 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 performed by Subtenantmonthly service in accordance with manufacturer recommendations, with respect subject to the Sublease Premises reasonable prior written approval of Landlord, and which shall be done or performed 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. 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 the foregoing obligations to the extent they are deemed “Operating Costs” (as defined in Section 2C) shall be passed through to Subtenant and any other tenants in the Building, except that any damage to any of such servicesthe foregoing caused by the negligence or willful acts or omissions of Subtenant or of Subtenant’s agents, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise employees or invitees, or 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, failure of Subtenant and no such default shall excuse Subtenant from the performance to perform or observance comply with any terms of any of its obligations to be performed or observed under this Sublease, or entitle caused by Subtenant or Subtenant’s agents, employees or contractors during the performance of any work shall be repaired by Sublandlord solely at Subtenant’s expense, or at Sublandlord’s election, such repairs shall be made by Subtenant, at Subtenant’s expense, with contractors approved by Sublandlord. Subtenant agrees to receive any reduction in or abatement exercise reasonable efforts to give Sublandlord prompt notification of the Rent need for any repairs or maintenance; provided for in this Sublease unless, and that such notification shall not affect Sublandlord’s obligation to the extent, Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the Master Lease also. In furtherance perform periodic inspections of the foregoing, Building during the Lease Term. Subtenant does hereby waive any cause waives the provisions of action Section 1941 and 1942 of the California Civil Code and any similar or successor law regarding Subtenant’s right to bring any action against Sublandlord by reason make repairs and deduct the expenses of any act or omission of Landlord such repairs from the Rent due 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 Premisesthis Sublease.

Sublandlord’s Obligations. Sublandlord covenants and agrees that all obligations of Sublandlord under the Master Lease, other than those which are to be done or performed by Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master Phase A Lease. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor require 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 Master 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 Sublease, or, except as otherwise provided in 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 Master Lease alsoSublease. In furtherance of the foregoing, and subject to Paragraph 14 hereof, 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 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 Master Phase A Lease. In the event of a breach by Landlord of any term of the Phase A Lease then Sublandlord's sole obligation in regard to its obligation under this Sublease shall be to diligently pursue the correction on cure by Landlord of Landlord's breach. Such efforts shall include, without limitation, upon Subtenant's request, (a) immediately notifying Landlord of its non-performance under the Phase A Lease and demanding that Landlord performs its obligations under the Phase A Lease and/or (b) assigning Sublandlord's rights under the Phase A Lease to Subtenant to the extent necessary to permit Subtenant to institute legal proceedings against Landlord to obtain the performance of Landlord's obligation under the Phase A Lease; provided however that failure to perform the same would adversely affect Subtenant's use if Subtenant commences a Lawsuit or occupancy of the Sublease Premisesother action, Subtenant shall pay all costs and expenses incurred in connection therewith, and Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs and expenses incurred by Sublandlord in connection therewith.

Sublandlord’s Obligations. (a) Provided that Subtenant is not in default under the terms of this Sublease, Sublandlord covenants agrees (i) to make timely payments of the Rent due under the Master Lease and agrees 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 all obligations 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 Master Landlord Obligations and that the services and repairs that are incorporated herein by reference, including but not limited to the furnishing of elevators or other services or maintenance, restoration (following casualty or destruction), or repairs to the Building, Premises and/or Sublease 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) Sublandlord shall, at its sole cost and expense, maintain in good condition and repair all portions of the Building and the Common Areas which Sublandlord, as tenant under the Master Lease, other than those which are is obligated to maintain and repair pursuant to Section 12.2(a) of the Master Lease, except for the interior portions of the Sublease Premises, which, subject to the terms hereof, shall be done or performed maintained by Subtenant. (d) Except as provided in this Sublease, Sublandlord shall have no other obligations to Subtenant with respect to the Sublease Premises shall be done or performed by Sublandlord. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the performance of 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 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, and to the extent, Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the 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. 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 PremisesObligations.

Sublandlord’s Obligations. Sublandlord covenants and agrees that all obligations of Sublandlord under the Master Lease, other than those which are to be done or performed by Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. 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 tis Sublease unlessunless such default (a) If Landlord shall fail to observe or perform any of the terms, covenants, conditions or agreements of the Master Lease, Subtenant, at its sole cost and to the extentexpense, Sublandlord is excused from performance, or shall be entitled to a reduction take or abatement commence such actions as are appropriate to enforce Landlord's observance or performance. Sublandlord agrees to cooperate with Subtenant in the prosection of its rental obligations to Landlord under the Master Lease also. In furtherance of the foregoingsaid actions provided, however, that Subtenant does hereby waive indemnifies and holds harmless Sublandlord from any cause of action and any right to bring any action claim, liability or expense incurred by or threatened against Sublandlord by reason of any act such action taken by Subtenant (other than liability 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 expense caused by Sublandlord pursuant to the Master Lease to the extent that failure to perform the same would adversely affect SubtenantSublandlord's use actions or occupancy of the Sublease Premisesomissions).

Sublandlord’s Obligations. Sublandlord covenants and agrees that all obligations of Sublandlord under the Master Lease, other than those which are to be done or performed by Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master LeaseLease and the benefit of all covenants of Landlord under the Master Lease insofar as such services and covenants apply to the Subleased Space. Subtenant shall look solely to Landlord for all such services and benefits and shall not, under any circumstances, seek nor require Sublandlord to perform any of such servicesservices or covenants, nor 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, and the furnishing of services by Landlord pursuant to, the Master Lease, and, upon request by Subtenant and at Subtenant's sole cost, Sublandlord shall diligently seek to enforce the obligations of Landlord under the Master Lease. Any condition resulting from a default by Landlord shall not constitute constitute, as between Sublandlord and Subtenant Subtenant, an eviction, actual or constructive, of Subtenant Subtenant, and no such default shall excuse Subtenant from the performance or observance of any obligations of its obligations to be performed or observed Subtenant under this Sublease, 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 Master Lease alsorent. 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 other than an action relating to Sublandlord's failure, after notice from Subtenant and at Subtenant's sole cost, to diligently seek to enforce Landlord's obligations under the Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable shall not do any act or thing which constitutes a default by Sublandlord pursuant as Tenant under the Master Lease. Sublandlord agrees to indemnify and defend Subtenant against and hold Subtenant harmless from any and all claims, damages, losses, expenses and liabilities (including reasonable attorneys' fees) incurred as a result of any breach by Sublandlord of its obligations as Tenant under the Master Lease to the extent except obligations that failure to perform the same would adversely affect Subtenant's use or occupancy of the Sublease Premisesare assumed by Subtenant under this Sublease.

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 covenants 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 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. It is expressly understood that the services and agrees that all 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 of Sublandlord under the Master Lease. (b) Except as otherwise expressly provided in this Sublease, Sublandlord shall have no other than those which are obligations to be done or performed by Subtenant, Subtenant with respect to the Sublease Premises shall be done or performed by Sublandlord. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the performance of the Master LeaseLandlord Obligations. 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 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, and to the extent, Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the Master Lease also. In furtherance of Notwithstanding the foregoing, Subtenant does hereby waive any cause of action subject to Subtenant's obligation to reimburse Sublandlord, (1) Sublandlord shall arrange for gas 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 electricity to the Master Lease to Sublease Premises and (2) Sublandlord shall maintain the extent that failure to perform the same would adversely affect Subtenant's use or occupancy Building gas lines, electrical system and water piping systems outside of the Sublease 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 systems caused by the negligence or willful misconduct of Subtenant. Any such damage shall be promptly repaired by Subtenant at its 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 the extent caused by Sublandlord's gross negligence or willful misconduct, Sublandlord shall not be in default hereunder or be liable for any damages directly or indirectly resulting from, nor shall the Rent be abated by reason of (i) the installation, use or interruption of use of any equipment in connection with the furnishing of any of the foregoing services, (ii) failure to furnish or delay in furnishing any such services when such failure or delay is caused by accident or any condition beyond the control of Sublandlord, or (iii) the limitation, curtailment, rationing or restrictions on use of water, electricity, gas or any other form of energy serving the Sublease Premises or the Building.

Sublandlord’s Obligations. Sublandlord covenants and agrees that all obligations of Sublandlord under the Master Lease, other than those which are to be done or performed by Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. Sublandlord agrees that Subtenant shall be entitled to the benefit of those rights and other privileges (except for those contained in the Excluded Provisions) of Sublandlord as “tenant” under the provisions of the Master Lease as redacted and attached hereto and shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master Lease, provided, however Sublandlord shall have no liability to Subtenant for Landlord’s failure to provide any of such services or repairs. Subtenant shall look solely to Landlord for all such services 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 ’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 herein, Sublandlord agrees, however, that in the 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 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 cooperation shall not require the expenditure of funds, unless Subtenant shall agree to promptly pay or reimburse Sublandlord for all reasonable costs and expenses incurred by Sublandlord in connection 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 and all costs, claims and liabilities incurred in connection therewith. Any condition resulting from a default by Landlord shall not constitute constitute, as between Sublandlord and Subtenant Subtenant, an eviction, actual or constructive, of Subtenant Subtenant, except as permitted under the Master Lease, 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, Sublease or entitle Subtenant to receive any reduction in or abatement of the Sublease Rent provided for in this Sublease unlessSublease, and to the extent, Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord except as permitted under the Master Lease alsoLease. 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. 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.

Sublandlord’s Obligations. Sublandlord covenants and agrees that all obligations of Sublandlord under the Master Lease, other than those which are to be done or performed by Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord Tenant under the Master Lease. Subtenant shall look solely and directly to Landlord for all such services and shall not, under any circumstances, seek nor 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 or Tenant's default under the Master Lease. Any condition resulting from a default by Landlord or Tenant shall not constitute constitute, as between Sublandlord and Subtenant 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 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 Master Lease alsoSublease. 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 Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay shall have the right to perform all fixed rent and additional rent payable by Sublandlord pursuant to obligations under the Master Lease and to cure any breach or default by Subtenant under the extent Master Lease that failure to perform the same would adversely affect Subtenant's use may result in termination of this Sublease within applicable grace, notice or occupancy of the Sublease Premisescure periods.

Sublandlord’s Obligations. Sublandlord covenants and agrees that all obligations of Sublandlord under the Master Lease, other than those which are to be done or performed by Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. 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 repairs and shall not, under any circumstances, seek nor require Sublandlord to perform any of such servicesservices or repairs, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord's ’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 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, and to the extent, Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the Master Lease alsoSublease. 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. 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 ’s use or occupancy of the 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 as they may relate to the Sublease Premises.

Sublandlord’s Obligations. Sublandlord covenants and agrees that all obligations of Sublandlord under the Master Lease, other than those which are to be done or performed by Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. 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 ’s default under the 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. Any condition resulting from a default by Landlord shall not constitute constitute, as between Sublandlord and Subtenant 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 entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease unless, unless and to the extent, extent Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the 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 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 ’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 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 repairs or any other act respecting the Premises is the responsibility of Master Landlord (collectively, “Master Landlord Obligations”), upon Subtenant’s request, Sublandlord covenants and agrees shall make commercially reasonable efforts, at Subtenant’s expense, to cause Master Landlord to perform such Master Landlord Obligations; provided, however, that all 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. It is expressly understood that the obligations of Sublandlord Master Landlord to perform or provide services or repairs under the Master Lease, other than those which are to incorporated herein by reference, will in fact be done or performed furnished by Subtenant, with respect to the Sublease Premises shall be done or performed 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 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 shall be entitled may, at Subtenant’s election, exercise such rights as Sublandlord may have to receive all services and repairs to be provided by Landlord to Sublandlord enforce or seek the enforcement of Master Landlord’s obligations 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 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, and to the extent, Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the 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. 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 such obligations of Master Landlord affect the Premises, all at Subtenant’s expense. Subtenant shall 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 maintenance or repairs or any other act respecting the same would adversely affect Subtenant's use Premises. (b) Except as otherwise provided herein, Sublandlord shall have no other obligations to Subtenant with respect to the Premises or occupancy the performance of the Sublease PremisesMaster Landlord Obligations. Sublandlord shall in no event be in default in the performance of any of its obligations hereunder unless and until Sublandlord shall have failed to 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 Sublandlord properly specifying wherein the Sublandlord has failed to perform any such obligation.

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 covenants 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 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, 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 agrees 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 by Master Landlord respecting the Sublease Premises, the parties expressly agree that all 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 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 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 other than those which are obligations to be done or performed by Subtenant, Subtenant with respect to the Sublease Premises shall be done or performed by Sublandlord. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the performance of 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 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, and to the extent, Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the 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. 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 PremisesObligations.

Sublandlord’s Obligations. Sublandlord covenants shall provide all reasonable assistance and agrees that all obligations of Sublandlord cooperation to Subtenant (at no material cost or liability to Subtenant) to enforce Sublandlord’s rights under the Master Lease, other than those which are Lease to be done or performed compel performance by Subtenant, Landlord with respect to the Sublease Premises shall be done or performed by Sublandlord. 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 ’s obligations 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 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, and to the extent, Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the 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 covenants and agrees with shall extend all reasonable cooperation to Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant (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 Lease. Sublandlord shall continue to maintain the extent existing security measures on the Premises throughout the term of this Sublease and shall promptly make any necessary repairs should any damage occur as a result of Sublandord failing to maintain such security measures so that failure to perform the same would adversely affect Subtenant's use or occupancy of the Sublease Premises’s property and materials are not compromised.

Sublandlord’s Obligations. (a) Sublandlord 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 pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease and to otherwise not violate any of the terms and provisions of the Master Lease, or to waive any of its rights as Tenant thereunder, to the 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 not amend or modify the terms of the Master Lease insofar as the same may adversely affect Subtenant's rights and obligations under this Sublease without the prior written consent of Subtenant, which consent shall not be unreasonably withheld; provided, however, that all obligations of Sublandlord 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 event the Master Lease is terminated for any reason, this Sublease shall automatically cease and terminate as of the date the Master Lease is so terminated and upon such termination, for reasons other than those which are to be done or performed by Subtenant's default under this Sublease, with respect to the Sublease Premises all rent and other charges and sums due and owing hereunder shall be done or performed by Sublandlord. terminate. (c) 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 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 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, no 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 entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease. Notwithstanding anything in the foregoing to the contrary, in the event of a "Service Failure" (as that term is defined in the Master Lease) that continues for a period of not more than thirty (30) consecutive days, Subtenant's sole remedy shall be to receive an abatement of Base Rental and additional rent payable under this Sublease unlessin accordance with Paragraph 20(d) of the Master Lease, as if and to the extentextent 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), Sublandlord is excused from performance, or entitled and solely with respect to a reduction 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 abatement constructive, of Subtenant or excuse Subtenant from the performance or observance of any of its rental other obligations to Landlord be performed or observed under the Master Lease alsothis Sublease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action 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 covenants and agrees with certifies to Subtenant that Sublandlord will pay all fixed rent and additional rent payable no uncured event of Default by Sublandlord pursuant to 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 extent occupancy or build-out of the Sublease Premises that failure to perform the same would materially and adversely affect Subtenantthe ability of Subtenant to occupy the Sublease Premises for general office use, and (ii) no release of Hazardous Materials or violation of Environmental Laws has occurred during the term of Sublandlord's use or occupancy of the Sublease Premises.

Sublandlord’s Obligations. (a) Provided Subtenant is not in default under the terms of this Sublease beyond any applicable cure period, Sublandlord covenants and agrees that all obligations to make timely payments of Sublandlord the "basic rent" due under the Master LeaseLeases to the end that the Master Lease shall not be terminated due to the default in such payment 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, other than those which are 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 done liable to Subtenant for any liability, loss or performed by 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 Sublease. 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 Sublease Premises shall be done or performed by Sublandlord. Sublandlord agrees that ("Action"), Subtenant shall be entitled have the right 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 take 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 and no such default shall excuse Subtenant from the performance or observance of any of Action in 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 unlessown name, and for that purpose and only to the such extent, all relevant rights of Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord as tenant under the Master Lease also. In furtherance of the foregoingare hereby conferred upon and assigned to Subtenant, and Subtenant does hereby waive any cause of action and any right shall be subrogated 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 such rights to the extent that failure to perform the same would adversely affect shall apply to the Premises. If any Action against a Master Landlord in Subtenant's use name shall be barred by reason of lack of privity, nonassignability or occupancy otherwise, Subtenant may take such Action in Sublandlord's name; provided that Subtenant has obtained the prior written consent of the Sublease Premises.Sublandlord, which consent shall not be unreasonably withheld or delayed; and provided, further, that Subtenant shall indemnify, protect, defend by counsel reasonably satisfactory to Sublandlord and hold Sublandlord harmless from and

Sublandlord’s Obligations. Sublandlord covenants and agrees that all shall have no obligation to perform any of Master Landlord's obligations of Sublandlord under the Master Lease, other than those which are including, --------------------------------------- without limitation, (i) providing any of the services that Master Landlord has agreed to be done provide pursuant to the Master Lease (or performed required by Subtenantlaw), with respect or (ii) furnishing the electricity to the Sublease Premises shall be done that Master Landlord has agreed to furnish pursuant to the Master Lease (or performed required by Sublandlord. Sublandlord agrees law), or (iii) making any of the repairs or restorations that Subtenant shall be entitled Master Landlord has agreed to receive all services and repairs 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 provided by Landlord to Sublandlord provided, furnished, made, complied with or taken under the Master Lease. Subtenant shall look solely to Landlord for all such services and shall not, under any circumstances, seek nor require have no rights against Sublandlord arising out of the Master Landlord's failure 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 its obligations under the Master Lease. Any condition resulting from a default Subtenant shall have the right to institute an action under the provisions of the Master Lease to the extent such action relates to the Sublease Premises, provided Subtenant gives Sublandlord at least 30 days' prior written notice and Sublandlord has failed to take action within that time. Notwithstanding the foregoing, if an action or cure cannot be completed within 30 days after receipt, but such action or cure is commenced within 30 days after receipt of notice, and is diligently being pursued, Subtenant shall have no right to pursue Master Landlord or Sublandlord. If Subtenant subsequently pursues such action, Subtenant agrees to reimburse Sublandlord for any costs incurred by Sublandlord in connection with Subtenant instituting any such action. Sublandlord shall give reasonable assistance to Subtenant in enforcing the terms of the Master Lease, and will execute all documents reasonably necessary to enable Subtenant to pursue Master 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 in its failure to perform 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, and to the extent, Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the 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. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to it shall perform its obligations under the Master Lease to when due- in accordance with the extent that failure to perform the same would adversely affect Subtenant's use or occupancy terms of the Sublease PremisesMaster 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 covenants 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 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. It is expressly understood that the services and agrees that all obligations of Sublandlord under the Master Lease, other than those 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, Sublandlord shall have no other obligations to be done or performed by Subtenant, Subtenant with respect to the Sublease Premises or the performance of the Master Landlord Obligations. (d) Subtenant shall be done or performed by Sublandlordhave the use of the existing security card access system at the entrances to the building. Sublandlord agrees that shall program and deliver ( ) access cards for Subtenant. Subtenant shall be entitled 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 receive all services and repairs honor Subtenant’s request for additional access cards to be provided by Landlord issued after the initial delivery in a timely manner. Other than for negligence on the part of Sublandlord, Sublandlord shall have no liability for any breach of security occurring in or at the Sublease Premises, and Subtenant agrees to hold Sublandlord harmless on this account. (e) Subtenant shall pay all personal property taxes levied against the property of Subtenant contained in the Sublease Premises coming due after the Commencement Date. Sublandlord shall pay such real and/or personal property taxes as required 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 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, and to the extent, Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the 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. 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.

Sublandlord’s Obligations. (a) Provided that Subtenant is not in default under the terms of this Sublease, Sublandlord covenants agrees to make timely payments of the Rent due under the Master Lease and agrees to perform all of its other obligations under the Master Lease (except to the extent assumed by Subtenant hereunder) to the end that all obligations 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 Master Landlord Obligations and that the services and repairs that are incorporated herein by reference, including but not limited to the furnishing of elevators or other than those services or maintenance, restoration (following casualty or destruction), or repairs to the Building, Premises and/or Sublease 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) Sublandlord shall, at its sole cost and expense, maintain in good condition and repair all portions of the Building and the Common Areas which Sublandlord is obligated to maintain and repair pursuant to Section 12.2(a) of the Master Lease, except for the interior portions of the Sublease Premises, which, subject to the terms hereof, shall be done or performed maintained by Subtenant. (d) Except as provided in this Section 10, Sublandlord shall have no other obligations to Subtenant with respect to the Sublease Premises shall be done or performed by Sublandlord. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the performance of 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 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, and to the extent, Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the 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. 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 PremisesObligations.

Sublandlord’s Obligations. Sublandlord covenants and agrees that all obligations of Sublandlord under the Master Lease, other than those which are to be done or performed by Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. Sublandlord agrees that (a) Subtenant shall be entitled to receive all services and repairs 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 Sublandlord perform Landlord’s obligations under the Master Prime Lease. (b) It is expressly agreed by the parties that Sublandlord does not assume, and shall be under no obligation to perform, any of the terms, covenants and conditions contained in the Prime Lease on the part of Prime Landlord to be performed, whether or not incorporated by reference herein. Sublandlord shall not be liable to Subtenant for any default of Prime Landlord or failure of Prime Landlord to comply with any of its obligations under the Prime Lease. This is a sublease and Subtenant shall look solely to Prime Landlord for all such the furnishing of the services and shall not, under any circumstances, seek nor require Sublandlord to perform any the performance of such services, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason repairs and the obligations of Landlord's default Prime Landlord under the Master Prime Lease, except as expressly set forth in this Sublease. Any condition resulting from a default by Landlord shall not constitute as between Subtenant agrees that to the extent Sublandlord and Subtenant an eviction, actual may have or constructive, of Subtenant and no such default shall excuse Subtenant from the performance or observance of be deemed to have any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement performance by Sublandlord of the Rent provided for in this Sublease unless, and to the extent, Sublandlord such obligations hereunder is excused from performance, or entitled to a reduction or abatement conditional upon due performance by Prime Landlord of its rental corresponding obligations to Landlord under the Master Lease alsoPrime Lease. In furtherance of Neither party shall take any action which would cause a default by Sublandlord under the foregoingPrime Lease, Subtenant does hereby waive nor any action that may cause of action and any Prime Landlord to have the right to bring any action against Sublandlord by reason of any act or omission of Landlord terminate Sublandlord’s tenancy under the Master Prime Lease. . (c) Sublandlord covenants and agrees shall comply with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to its obligations under the Master Prime Lease to the extent necessary to ensure that failure to perform the same would adversely affect Subtenant's use or occupancy of ’s rights under this Sublease are not impaired during the Sublease PremisesTerm. (d) If Sublandlord receives an abatement of rent under the Prime Lease, Subtenant shall be entitled to a similar abatement based upon the affected area/period covered by the abatement.

Sublandlord’s Obligations. Sublandlord covenants and agrees that all obligations of Sublandlord under the Master Lease (including, but not limited to its obligations under Paragraph 16(a)(i) of the Master Lease, which insurance Sublandlord shall maintain), other than those which are to be done or performed by SubtenantSubtenant under this Sublease, with respect to the Sublease Premises shall be done or performed by Sublandlord. 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; 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. 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 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 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 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. 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 the same are dependent upon performance under the Master Lease.

Sublandlord’s Obligations. Provided Subtenant is not in breach of ------------------------- the Sublease beyond any applicable notice and cure period, Sublandlord covenants and agrees shall not, without Subtenant's prior written consent, terminate the Master Lease during the term of the Sublease, commit any acts that all would entitle Master Landlord to terminate the Master Lease during the term of the Sublease, or, to the extent they apply to the term of the Sublease, amend or waive any provisions of the Master Lease or make any elections, exercise any right or remedy or give any consent or approval under the Master Lease. Sublandlord, with respect to the obligations of Sublandlord Master Landlord under the Master Lease, other than those which are shall use Sublandlord's diligent good faith efforts to be done or performed by cause Master Landlord to perform such obligations for the benefit of Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. Sublandlord agrees meaning that Subtenant shall be entitled to receive all services and repairs to be provided by (a) upon Subtenant's written request, immediately notifying Master Landlord to Sublandlord of its nonperformance under the Master Lease. Subtenant shall look solely to , and requesting that Master 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 its obligations under the Master Lease. Any condition resulting from ; and (b) not to unreasonably withhold or delay in permitting Subtenant to commence a default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual lawsuit or constructive, of Subtenant and no such default shall excuse Subtenant from other action in Subtenant's name to obtain 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, and to the extent, Sublandlord is excused required from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the 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. Sublandlord covenants and agrees with ; provided, however, that if Subtenant that Sublandlord will commences a lawsuit or other action, Subtenant shall pay all fixed rent costs and additional rent payable expenses incurred in connection therewith, and Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all reasonable costs and expenses incurred 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 Premisesin connection therewith.

Sublandlord’s Obligations. Sublandlord covenants and agrees that all obligations of Sublandlord under the Master Lease, other than those which are to be done or performed by Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. Sublandlord agrees that Subtenant shall be entitled to receive all services services, utilities and repairs to be provided by Landlord to Sublandlord under the Master LeaseLease which pertain to the Premises. Subtenant shall look solely to Landlord for all such services and utilities and shall not, under any circumstances, seek nor or require Sublandlord to perform any of such servicesservices or provide any utilities, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord's default under the Master LeaseLease unless such default is caused by Sublandlord. Any condition resulting from a default by Landlord under the Master Lease (other than a default caused by Sublandlord) 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 entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease unlessSublease, and except to the extent, extent Sublandlord is excused from performance, or entitled to a reduction or receives an abatement in its rent under the terms of its rental obligations to Landlord under the Master Lease also. In furtherance of with respect to 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 LeasePremises. 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 not the obligation of Subtenant hereunder. Sublandlord agrees to indemnify, protect and 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 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 the same would adversely affect any of Subtenant's use obligations hereunder, or occupancy that of its agents, employees or contractors. If the Master Lease and/or this Sublease terminates as a result of a default by Sublandlord under the terms of the Sublease PremisesMaster 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 covenants and agrees that all obligations of Sublandlord under the Master Lease, other than those which are to be done or performed by Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. 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, unless Sublandlord shall have failed to comply with the provisions hereof. 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 entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease unlessSublease, and to the extent, unless Sublandlord's performance or observance is so excused or Sublandlord is excused from performance, or entitled to such a reduction or abatement of its rental obligations to Landlord under the Master Lease alsoabatement. 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. 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. 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 prevented from performing any of its obligations under this Sublease by a 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 covenants and agrees that all obligations does not assume any obligation to perform the provisions of Sublandlord under the Master Lease, other than those which are Prime Lease to be done or performed by SubtenantPrime Landlord and Sublandlord is not making the same representations and warranties, with respect to if any, made by Prime Landlord in the Sublease Premises shall be done or performed by SublandlordPrime Lease. Sublandlord agrees that shall not be liable to 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 default, failure or delay on the part of Landlord's default under the Master Lease. Any condition resulting from a default by Prime Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant and no such default shall excuse Subtenant from in the performance or observance by Prime Landlord of any of its obligations to be performed or observed under this Subleasethe Prime Lease, or entitle Subtenant to receive any reduction in or abatement of the Rent provided for in nor shall such default by Prime Landlord affect this Sublease unless, and to or waive or defer the extent, Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the 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 performance 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 Subtenant’s obligations hereunder, except to the extent that such default by Prime Landlord excuses performance of Sublandlord under the Prime Lease. Sublandlord shall reasonably cooperate with Subtenant, at no cost to Sublandlord, in seeking to obtain the performance of Prime Landlord pursuant to the Prime Lease. However, such cooperation shall not include any obligation to cure Prime Landlord’s defaults, whether under Section 40 of the Prime Lease or otherwise. Subtenant shall not receive any abatement of Rent under this Sublease because of the Prime Landlord’s failure to perform any of its obligations under the Prime Lease, except that if Sublandlord receives an abatement of rent from the Prime Landlord relating to the Subleased Premises, Subtenant shall receive a proportionate benefit of such abatement of rent to the extent same would adversely affect Subtenant's use or occupancy is allocable to Rent payable hereunder. As long as no Event of Default by Subtenant exists hereunder, Sublandlord (i) shall continue to perform the obligations of tenant under the Prime Lease which are not incorporated herein, including the obligation of Sublandlord to pay rent to Prime Landlord in accordance with the 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 PremisesTerm, subject, however to any termination of the Prime Lease without the fault of the Sublandlord. It is understood and 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 tenant under the Prime Lease during the Sublease Term.

Sublandlord’s Obligations. Sublandlord covenants and agrees that all obligations of Sublandlord under the Master Lease(a) Except as set forth below, other than those which are to be done or performed by SubtenantSublandlord’s sole obligation, with respect to any work, repairs, repainting, restoration and services at or for the Sublease benefit of the Premises shall be done or performed by Sublandlord. Sublandlord agrees that Subtenant shall be entitled the Building (including without limitation heating, air conditioning, utilities, elevators, parking, janitorial and all other services necessary or convenient 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 occupancy or use 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 Premises (“Services”)) or constructive, of Subtenant and no such default shall excuse Subtenant from the performance or observance of any of its other obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in or abatement required 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 Master Lease also. In furtherance Lease, shall be to request Landlord to perform the same for Subtenant and to enforce such obligations of Landlord with due diligent efforts; and Sublandlord shall have no responsibility or liability to Subtenant hereunder to make or perform any work, repairs, repainting, restoration or to provide any services to the foregoing, Subtenant does hereby waive Premises or to otherwise perform any cause of action and any right to bring any action against Sublandlord by reason of any act or omission 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 covenants that Landlord is not supplying Subtenant with Services, or performing its obligations under the Master Lease, Sublandlord shall promptly request and enforce such obligations of Landlord 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 right, at its sole cost and expense, to enforce Sublandlord’s rights with respect to Services and obligations required to be performed by Landlord for the Premises and shall execute any such documents and pleadings as may be requested by Subtenant with regard to same, in 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 expenses which Sublandlord may incur or suffer by reason of such action, 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 extent that Sublandlord will may be required to pay Landlord for any such work or services, Subtenant shall pay, or reimburse Sublandlord for the payment of, all fixed rent 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, unless Sublandlord and Subtenant shall have agreed in writing to a different allocation before the time that Landlord shall be requested to provide such additional rent payable by Sublandlord service or to perform such additional work. Except as set forth in the Master Lease or pursuant to applicable law, failure by the Landlord 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 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 extent that failure 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 perform 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 or the same would adversely affect Subtenant's use Master Lease as incorporated herein, except any such liability, loss, claim, demand, penalty, damage or occupancy expense which Sublandlord incurs or suffers as a result of the Sublease PremisesSublandlord’s acts or omissions. Subtenant agrees to cooperate with Sublandlord in such action and shall execute any and all documents reasonably required in furtherance of such action.

Sublandlord’s Obligations. Sublandlord covenants and agrees that all obligations of Sublandlord under the Master Lease, other than those which are to be done or performed by Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. Sublandlord agrees that Subtenant ------------------------- shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master 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 Master 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 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 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 Master Lease alsoSublease. In furtherance of the foregoing, and subject to Paragraph 11 hereof, 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 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 Master Phase B Lease to the extent that failure to perform the same would adversely affect Subtenant's use or occupancy of the Sublease Premises. In the event of a breach by Landlord of any term of the Phase B Lease, 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, upon Subtenant's request, (a) immediately notifying Landlord of its non-performance under the Phase B Lease and demanding that Landlord perform its obligations under the Phase B Lease and/or (b) assigning Sublandlord's rights under the Phase B Lease to Subtenant to the extent necessary to permit Subtenant to institute legal proceedings against Landlord to obtain the performance of Landlord's obligations under the Phase B Lease; provided, however, that if Subtenant commences a lawsuit or other action, Subtenant shall pay all costs and expenses incurred in connection therewith, and Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs and expenses incurred by Sublandlord in connection therewith.

Sublandlord’s Obligations. Sublandlord covenants represents and agrees warrants to Subtenant that all obligations as of the Delivery Date, neither Sublandlord under nor Landlord are in default of the Master Lease, other than those which are to be done or performed by Subtenantnor has an event occurred which, with respect to the Sublease Premises shall be done passage of time or performed by Sublandlord. 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 notgiving of notice or both, 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 would constitute 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 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 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. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay timely perform all fixed rent of its obligations under the Master Lease (including, but not limited to, payment of all Rent (as defined in the Master Lease) and additional rent other amounts payable by Sublandlord pursuant to the Master Lease Lease). In the event Sublandlord fails to timely perform any such obligations under the Master Lease, then in addition to any other rights and remedies, Subtenant will have the right to perform such obligations and offset the costs thereof against any amounts due to Sublandlord under this Sublease. With respect to any matter requiring Landlord’s consent or approval under the 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. Sublandlord covenants and agrees that it will not agree with Landlord to the extent cancellation or termination of the Master Lease or to the modification, annulment, or supplementation of the Master Lease in a manner that failure to perform the same (a) would prevent, limit or otherwise adversely affect Subtenant's ’s use or occupancy 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 covenants and agrees that all obligations of Sublandlord under the Master Lease, other than those which are to be done or performed by Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. 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 that may arise by reason of Landlord's ’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 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 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 Master Lease alsoSublease. 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. 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 ’s use or occupancy of the 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 in the event of a similar default on the part of Sublandlord thereunder or (b) at law or in equity.

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 covenants 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 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. It is expressly understood that the services and agrees that all 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 condemnation) 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 of Sublandlord under the Master Lease, other than those which are . With respect to any maintenance or repair to be done or performed 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. To the extent that Subtenant is entitled to and receives from Master Landlord an abatement of rent for the failure of Master Landlord to perform any Master Landlord Obligation, Subtenant shall receive a proportionate abatement of Rent under this Sublease. (b) Except as otherwise provided herein, Sublandlord shall have no other obligations to Subtenant with respect to the Sublease Premises shall be done or performed by Sublandlord. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the performance of 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 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, and to the extent, Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the 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. 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 PremisesObligations.

Sublandlord’s Obligations. (a) Provided that Subtenant is not in default under the terms of this Sublease, Sublandlord covenants and agrees that all obligations (i) to make timely payments of Sublandlord the Rent due under the Master Lease, Lease and to perform all of its other than those which are to be done or performed by Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord obligations under the Master Lease. Lease (except to the extent assumed by Subtenant shall look solely hereunder), (ii) subject to Landlord for all such services and shall not, under any circumstances, seek nor require Sublandlord Sublandlord’s right 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 exercise a discretionary right to terminate the Master Lease. Any condition resulting from 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 default by Landlord shall not constitute as between Sublandlord and Subtenant an eviction, actual material adverse impact on Subtenant. (b) To the extent that the provision of any services or constructive, of Subtenant and no such default shall excuse Subtenant from the performance or observance of any maintenance or any other act is the responsibility of its obligations Master Landlord (collectively “Master Landlord Obligations”), Sublandlord, upon Subtenant’s request, shall make commercially reasonable efforts 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, and to the extent, Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to cause Master Landlord under the Master Lease also. In furtherance 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 foregoingresult 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), 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, or both. Sublandlord covenants and agrees with Subtenant It is expressly understood that Sublandlord will pay all fixed rent does not assume the Master Landlord Obligations and additional rent payable that the services and repairs that are incorporated herein by Sublandlord pursuant reference, including but not limited to the furnishing of elevators or other services or maintenance, restoration (following casualty or destruction), or repairs to the Building or the Premises which are Master Lease Landlord Obligations will in fact be furnished by Master Landlord and not Sublandlord, except to the extent that failure otherwise provided herein. (c) Except as provided in this Sublease, Sublandlord shall have no other obligations to perform Subtenant with respect to the same would adversely affect Subtenant's use Premises or occupancy the performance of the Sublease PremisesMaster Landlord Obligations.

Sublandlord’s Obligations. a. Sublandlord covenants represents and agrees warrants to Subtenant that all obligations (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, other than those which are to be done or performed by Subtenant, with respect Lease that remains uncured and to the Sublease Premises shall be done knowledge of Sublandlord, no event has occurred which with the passage of time or performed by Sublandlord. 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 notgiving of notice, under any circumstancesor both, 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 would result in a default under the Master Lease. Any condition resulting from ; 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 to act or suffer or permit anything to be done which could result in 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 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 Master Lease also. In furtherance of the foregoing, Subtenant does hereby waive any or cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master LeaseLease or the rights of Sublandlord as tenant thereunder to be terminated, cancelled or forfeited. Sublandlord further covenants and agrees with Subtenant that it will not terminate, modify or amend the Master Lease during the Term of the Sublease. Sublandlord will further covenants and agrees to pay Master Landlord all fixed rent Rent and additional rent other charges that may become due and payable by Sublandlord pursuant to the 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 or the Master Lease, and will act reasonably with respect to any consent requested by Subtenant 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 request onto Master Landlord for its consent or approval. d. Sublandlord agrees that it shall indemnify and hold harmless Subtenant from and against any and all liability claims, suits, demands, damages, judgments, costs, interests and expenses (including reasonable attorneys’ fees) which Subtenant shall suffer or incur (i) in connection with a default by Sublandlord under the Master Lease (other than if such 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 extent that failure to perform negligent acts or omissions of Sublandlord, its agents or employees arising from the same would adversely affect Subtenant's use or occupancy of the Subleased Premises and occurring prior to the Sublease PremisesCommencement Date; provided, however, that Sublandlord’s indemnification obligations shall be limited to Subtenant’s actual damages, only, and shall not apply to consequential, incidental, punitive, or exemplary damages claimed to have been incurred by Subtenant.

Sublandlord’s Obligations. Sublandlord covenants and agrees that all obligations of Sublandlord under the Master Lease, other than those which are to be done or performed by Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. 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 that 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 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 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 Master Lease alsoSublease. In furtherance of the foregoingforegoing 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 Master Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent 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 Sublease Premises.

Sublandlord’s Obligations. Except for those obligations assumed by ------------------------- Subtenant herein and provided Subtenant is not in default of the terms of this Sublease, Sublandlord covenants and agrees that shall continue to faithfully perform all of its obligations of Sublandlord under the Master Lease, other than those which are to be done or performed by Subtenant, with respect to Lease throughout the Sublease Premises shall be done or performed by Sublandlordterm of this Sublease. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master LeaseLease with respect to the Premises. Subject to Paragraph 12(b) above, Subtenant shall look solely to Landlord for all such services and repairs and shall not, under any circumstances, seek nor or require Sublandlord to perform any of such servicesservices 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 LeaseLease unless such default is caused by Sublandlord. Any Subject to Paragraph 12(b) above, any condition resulting from a default by Landlord under the Master Lease (other than a default caused by Sublandlord) 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 entitle Subtenant to receive any reduction in or abatement of the Rent provided for in this Sublease unlessSublease, and except to the extent, extent Sublandlord is excused from performance, or entitled to a reduction or receives an abatement of in its rental obligations to Landlord Rent under the Master Lease also. In furtherance of with respect to 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 LeasePremises. 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 failure to perform such payment is not the same would adversely affect Subtenant's use or occupancy obligation of the Sublease PremisesSubtenant hereunder.

Sublandlord’s Obligations. Sublandlord covenants and agrees that all obligations of Sublandlord under the Master Lease, other than those which are to be done or performed by Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. (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 that may arise by reason of Landlord's ’s default under the Master Lease. 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 any of Landlord’s obligations 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 constitute as between Sublandlord and Subtenant an eviction, actual or constructive, of Subtenant 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 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 Master Lease alsoSublease. 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. . (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 ’s use or occupancy of the 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 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 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 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).

Sublandlord’s Obligations. Sublandlord covenants and agrees that all obligations of Sublandlord under the Master Lease, other than those which are to be done or performed by Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. (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, and unless such default excuses Sublandlord from the performance or observation of any of its obligations under the Master Lease or entitles Sublandlord to the extent, Sublandlord is excused from performance, or entitled to a receive any reduction or abatement of its rental obligations to Landlord Minimum Rent under the Master Lease alsoLease. 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. 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 same would adversely affect Subtenant's use or of occupancy of the Sublease Premises. (b) If Landlord shall fail to observe or perform any of the terms, covenants, conditions or agreements of the Master Lease, Subtenant, at its sole cost and expense, shall be entitled to take or commence such actions as are appropriate to enforce Landlord's observance or performance. Sublandlord agrees to cooperate with Subtenant in the prosecution of said actions provided, however, that Subtenant hereby indemnifies and holds harmless Sublandlord from any claim, liability or expense incurred by or threatened against Sublandlord by reason of any such action by Subtenant (other than liability or expense caused by Sublandlord's actions or omissions).

Sublandlord’s Obligations. Notwithstanding anything to the contrary contained herein, if Sublandlord covenants and agrees that shall fail to perform its obligations in accordance with the terms of the Prime Lease, Sublandlord, upon receipt of written notice from Subtenant, shall diligently attempt to enforce all obligations of Sublandlord Prime Landlord under the Master Prime Lease. If, other than those which are to be done or performed by after receipt of written request from Subtenant, Sublandlord shall fail or refuse to take action for the enforcement of Sublandlord's rights against Prime Landlord with respect to the Sublease Premises shall be done or performed by Sublandlord. Sublandlord agrees that ("Action"), Subtenant shall be entitled have the right to receive take such Action in its own name, and for that purpose and only to such extent, all services and repairs to be provided by Landlord to of the rights of Sublandlord as Tenant under the Master Lease. Subtenant shall look solely Prime Lease hereby are conferred upon and assigned to Landlord for all such services and shall notSubtenant, 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 and no hereby is subrogated to 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, and to the extent, Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the 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. Sublandlord covenants and agrees with Subtenant that Sublandlord will pay all fixed rent and additional rent payable by Sublandlord pursuant to the Master Lease rights to the extent that failure to perform the same would adversely affect Subtenantshall apply to the Premises. If any such Action against Prime Landlord shall be barred by reason of lack of privity, nonassignability or otherwise, Subtenant may take such Action in Sublandlord's use name; provided that Subtenant has obtained the prior written consent of Sublandlord, which consent shall not be unreasonably withheld or occupancy delayed, and, provided further, that Subtenant shall indemnify, protect, defend by counsel reasonably satisfactory to Sublandlord and hold Sublandlord harmless from and against any and all liability, loss, claims, demands, suits, penalties or damage (including, without limitation, reasonable attorneys' fees and expenses) which Sublandlord may incur or suffer by reason of the Sublease Premisessuch Action, except for any such liability, loss, claim, demand, suit, penalty or damage which Sublandlord may incur or suffer by reason of Sublandlord's negligent acts or omissions.

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 covenants 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 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, 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 agrees 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 by Master Landlord respecting the Sublease Premises, the parties expressly agree that all 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 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 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 other than those which are obligations to be done or performed by Subtenant, Subtenant with respect to the Sublease Premises shall be done or performed by Sublandlord. Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the performance of 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 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, and to the extent, Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the 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. 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 PremisesObligations.

Sublandlord’s Obligations. Sublandlord covenants and agrees that all obligations of Sublandlord under the Master Lease, other than those which are to be done or performed by Subtenant, with respect to the Sublease Premises shall be done or performed by Sublandlord. 16.01 Sublandlord agrees that Subtenant shall be entitled to receive all services and repairs to be provided by Landlord to Sublandlord under the Master Lease. Underlying Lease with respect to the Subleased Premises and that Sublandlord will cooperate with Subtenant shall look solely 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 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 ’s obligations 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 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, and Underlying Lease with respect to the extent, Sublandlord is excused from performance, or entitled to a reduction or abatement of its rental obligations to Landlord under the Master Lease alsoSubleased 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 does hereby waive and directed to Landlord, as Subtenant shall reasonably request and (ii) upon request by Subtenant, either join with Subtenant in any cause 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 any right to bring any action against Sublandlord obtain performance by reason of any act or omission of Landlord under the Master 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 covenants harmless of and agrees 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 that Sublandlord will pay all fixed rent 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 by Sublandlord pursuant to the Master Lease 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, and shall be under no obligation to perform the same would adversely affect Subtenant's use or occupancy perform, any of the terms, covenants and conditions contained in the Underlying Lease on the part of 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. Sublandlord further represents that attached hereto is a true and complete (redacted) copy of the 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 between Landlord and Sublandlord in respect of the Subleased Premises other than the Underlying Lease, and Sublandlord is the holder of Tenant's interest under the Underlying Lease free and clear of any liens, 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) has not brought, kept or stored any hazardous substance into or on the Subleased Premises at any time during the term of the Lease and (ii) has not received any notice from the Landlord 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 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 liens, claims, encumbrances and security interests.