Common use of Sublessor’s Obligations Clause in Contracts

Sublessor’s Obligations. The benefit of all repairs, restorations, compliance with law and other requirements, materials and services to be provided to the Subleased Premises and the Building by Landlord under the Prime Lease shall accrue to Sublessee; but, notwithstanding anything to the contrary in this Sublease or in the Prime Lease, Sublessor shall under no circumstances be obligated to make any repairs or restorations, comply with any laws or other requirements or to supply any materials or services to the Subleased Premises or the Building; and Sublessor shall under no circumstances be liable to Sublessee for the failure of Landlord or others so to do. Upon Sublessee’s written request, Sublessor shall present to Landlord, in the name of Sublessor, any demand requested by Sublessee for any such repairs, restorations, materials or right to exercise, in Sublessor’s name, but at Sublessee’s sole cost and expense, all of the rights available to Sublessor to enforce performance of the obligations of Landlord to make any such repairs and restorations and to supply any such materials and services to the Subleased Premises and no failure on the part of Landlord to perform and no failure to furnish, or interruption of any services or facilities shall give rise to any (i) abatement, diminution or reduction in Sublessee’s obligations under this Sublease or (ii) liability on the part of Sublessor, except in each case to the extent Sublessor is entitled to an abatement, diminution or reduction in rent with respect to the Subleased Premises as Tenant under the Prime Lease. Subject to Section 17.05 of the Prime Lease, Sublessor shall furnish to the Subleased Premises during the Term adequate air conditioning during periods beginning at 7 a.m. until 8 p.m. on business days (as such term is defined in the Prime Lease) and 8 a.m. until 3 p.m. on Saturdays. Landlord hereby represents that as of the date hereof, the AC Units and Tenant’s AC Equipment are in good working order. Sublessee shall have access to the Subleased Premises pursuant to Section 19.09 of the Prime Lease, which Section 19.09 is incorporated herein by reference under Article 7 of this Sublease. Sublessee shall have the right, at Sublessee’s sole cost and expense, to exercise and to enforce, by legal action, in Sublessor’s name (if required because of a lack of privity between Landlord and Sublessee) all of the rights available to Sublessor under the Prime Lease to enforce the performance of the obligations of Landlord under the Prime Lease as applicable to the Subleased Premises.

Sublessor’s Obligations. The benefit Sublessor shall not, without Sublessee's prior written consent (which consent shall not be unreasonably withheld), terminate the Master Lease, commit any acts that would entitle Lessor to terminate the Master Lease, or amend or waive any provisions of all repairsthe Master Lease or make any elections, restorations, compliance with law and other requirements, materials and services to be provided to the Subleased Premises and the Building by Landlord exercise any right or remedy or give any consent or approval under the Prime Master Lease shall accrue that would materially affect Sublessee's rights under the Sublease. Sublessor may, however, exercise any termination rights under the Master Lease with respect to Sublessee; but, notwithstanding anything to the contrary in this Sublease casualty or in the Prime Lease, Sublessor shall under no circumstances be obligated to make any repairs or restorations, comply with any laws or other requirements or to supply any materials or services to the Subleased Premises or the Building; and Sublessor shall under no circumstances be liable to Sublessee for the failure of Landlord or others so to docondemnation. Upon Sublessee’s written request, Sublessor shall present to Landlord, in the name of Sublessor, any demand requested by Sublessee for any such repairs, restorations, materials or right to exercise, in Sublessor’s name, but at Sublessee’s sole cost and expense, all of the rights available to Sublessor to enforce performance of the obligations of Landlord to make any such repairs and restorations and to supply any such materials and services to the Subleased Premises and no failure on the part of Landlord to perform and no failure to furnish, or interruption of any services or facilities shall give rise to any (i) abatement, diminution or reduction in Sublessee’s obligations under this Sublease or (ii) liability on the part of Sublessor, except in each case to the extent Sublessor is entitled to an abatement, diminution or reduction in rent with respect to the Subleased Premises as Tenant obligations of Lessor under the Prime Lease. Subject to Section 17.05 of the Prime Master Lease, Sublessor shall furnish to the Subleased Premises during the Term adequate air conditioning during periods beginning at 7 a.m. until 8 p.m. on business days (as such term is defined in the Prime Lease) and 8 a.m. until 3 p.m. on Saturdays. Landlord hereby represents that as of the date hereof, the AC Units and Tenant’s AC Equipment are in good working order. Sublessee shall have access to the Subleased Premises pursuant to Section 19.09 of the Prime Lease, which Section 19.09 is incorporated herein by reference under Article 7 of this Sublease. Sublessee shall have the rightuse Sublessor's reasonable efforts, at Sublessee’s 's sole cost and expense, to exercise cause Lessor to perform such obligations for the benefit of Sublessee. Such reasonable efforts shall include, without limitation: (a) upon Sublessee's written request, immediately notifying Lessor of its nonperformance under the Master Lease, and requesting that Lessor perform its obligations under the Master Lease; and (b) with Sublessor's prior written consent (which consent shall not be unreasonably withheld), permitting Sublessee to enforcecommence a lawsuit or other action in Sublessee's name to obtain the performance required from Lessor under the Master Lease; provided, by legal however, that if Sublessee commences a lawsuit or other action, Sublessee shall pay all costs and expenses incurred in Sublessor’s name (if required because of a lack of privity between Landlord connection therewith, and Sublessee) Sublessee shall indemnify Sublessor against, and hold Sublessor harmless from, all of the rights available to reasonable costs and expenses incurred by Sublessor under the Prime Lease to enforce the performance of the obligations of Landlord under the Prime Lease as applicable to the Subleased Premisesin connection therewith.

Sublessor’s Obligations. The benefit Sublessor shall fully perform all of all repairs, restorations, compliance with law and other requirements, materials and services to be provided its obligations as the "Tenant" under the Master Lease to the Subleased Premises extent (i) Sublessee has not agreed to perform such obligations under this Sublease, and the Building by Landlord under the Prime Lease shall accrue to Sublessee; but, notwithstanding anything (ii) Sublessor is not otherwise relieved of such obligations pursuant to the contrary in provisions of this Sublease. Until the term of this Sublease expires or in the Prime Leaseis sooner terminated, Sublessor shall not amend or waive any provision under no circumstances be obligated to make any repairs or restorations, comply with any laws or other requirements or to supply any materials or services to the Subleased Premises or the Building; 11\11\96 Master Lease in a manner which would materially adversely affect Sublessee's rights and Sublessor shall under no circumstances be liable to Sublessee for the failure of Landlord or others so to do. Upon Sublessee’s written request, Sublessor shall present to Landlord, in the name of Sublessor, any demand requested by Sublessee for any such repairs, restorations, materials or right to exercise, in Sublessor’s name, but at Sublessee’s sole cost and expense, all of the rights available to Sublessor to enforce performance of the obligations of Landlord to make any such repairs and restorations and to supply any such materials and services to the Subleased Premises and no failure on the part of Landlord to perform and no failure to furnish, or interruption of any services or facilities shall give rise to any (i) abatement, diminution or reduction in Sublessee’s obligations under this Sublease without Sublessee's prior written consent, which consent shall not be unreasonably withheld or (ii) liability on the part of delayed. Sublessor, except in each case to the extent Sublessor is entitled to an abatement, diminution or reduction in rent with respect to the Subleased Premises as Tenant obligations of Lessor under the Prime Master Lease, shall use Sublessor's diligent good faith efforts to cause Lessor to perform such obligations for the benefit of Sublessee. Subject Such diligent good faith efforts shall include, without limitation: (a) upon Sublessee's written request, immediately notifying Lessor of its nonperformance under the Master Lease, and requesting that Lessor perform its obligations under tile Master Lease; and (b) permitting Sublessee to Section 17.05 commence a lawsuit or other action in Sublessor's name to obtain the performance required from Lessor under the Master Lease; provided, however, that (i) Sublessee does not allege a constructive eviction in such lawsuit, (ii) such lawsuit cannot result in the termination of the Prime Master Lease, and (iii) if Sublessee commences a lawsuit or other action, Sublessee shall pay all costs and expenses incurred in connection therewith, and Sublessee shall indemnify Sublessor against, and hold Sublessor harmless from, all reasonable costs and expenses incurred by Sublessor in connection therewith. Sublessor shall furnish not: (i) Exercise any right to terminate the Subleased Premises during the Term adequate air conditioning during periods beginning at 7 a.m. until 8 p.m. on business days (as such term is defined in the Prime Lease) and 8 a.m. until 3 p.m. on Saturdays. Landlord hereby represents that as of the date hereof, the AC Units and Tenant’s AC Equipment are in good working order. Sublessee shall have access to the Subleased Premises Master Lease pursuant to Section 19.09 2.02 thereof; or (ii) Enter into any agreement to terminate the Master Lease where the effective date of such termination is prior to the expiration or sooner termination of the Prime Lease, which Section 19.09 is incorporated herein by reference under Article 7 term of this Sublease, without Xxxxxxxxx's prior written consent, which consent shall not be unreasonably withheld or delayed. Sublessee shall have the right, at Sublessee’s sole cost and expense, to exercise and to enforce, by legal action, in Sublessor’s name (if required because of a lack of privity between Landlord and Sublessee) all of the rights available to Sublessor under the Prime Lease to enforce the performance of the obligations of Landlord under the Prime Lease as applicable to the Subleased Premises.Rider No. 19:

Sublessor’s Obligations. The benefit of all repairsSublessor agrees that except as expressly provided herein, restorationsSublessee shall have and enjoy the same rights which Sublessor, compliance with law and other requirementsas tenant under the Lease, materials and services has to be provided to the Subleased Premises and the Building performance by Landlord of any service, repair, alteration or other similar obligation which is the obligation of Landlord to perform under those provisions of the Prime Lease shall accrue to Sublessee; butincorporated herein, provided, however, that notwithstanding anything to the contrary contained in this Sublease or in to the Prime Leasecontrary, Sublessor shall under have no circumstances responsibility to Sublessee for, and shall not be obligated required to provide, any of the services or make any of the repairs or restorations which Landlord has agreed to make or provide, or cause to be made or provided, under the Lease (including, without limitation, Landlord's obligations set forth in Article 5 of the Lease) and Sublessee shall rely upon, and look solely to, Landlord for the provision of such services and the performance of such repairs and restorations. SUBLESSEE SHALL CONTACT SUBLESSOR'S FACILITY MANAGER, SPAULDING & SLYE COLLIERS (OR SUCH OTHER PERSON OR ENTITY AS SUXXXXXXX XHALX XXOM TIME TO TIME IDENTIFY AS ITS FACILITY MANAGER BY NOTICE TO SUBLESSEE), FOR ALL BUILDING CONCERNS SUCH AS MAINTENANCE, JANITORIAL, CAFETERIA, FITNESS CENTER, PARKING, SECURITY AND OTHER BUILDING RELATED ISSUES. Sublessee shall not make any repairs or restorationsclaim against Sublessor for any damage which may result from, comply with any laws or other requirements or nor shall Sublessee's obligations hereunder (including, without limitation, Sublessee's obligation to supply any materials or services to the Subleased Premises or the Building; pay all Fixed Rent and Sublessor shall under no circumstances Additional Rent when due be liable to Sublessee for impaired by reason of (a) the failure of Landlord to keep, observe or others so to doperform any of its obligations under the Lease, or (b) the acts or omissions of Landlord or any of its agents, contractors, servants, employees, invitees or licensees. Upon Sublessee’s written request, Sublessor If Landlord shall present to Landlord, default in the name any of Sublessor, any demand requested by Sublessee for any such repairs, restorations, materials or right to exercise, in Sublessor’s name, but at Sublessee’s sole cost and expense, all of the rights available its obligations to Sublessor to enforce performance of the obligations of Landlord to make any such repairs and restorations and to supply any such materials and services to the Subleased Premises and no failure on the part of Landlord to perform and no failure to furnish, or interruption of any services or facilities shall give rise to any (i) abatement, diminution or reduction in Sublessee’s obligations under this Sublease or (ii) liability on the part of Sublessor, except in each case to the extent Sublessor is entitled to an abatement, diminution or reduction in rent with respect to the Subleased Premises as Tenant under Premises, Sublessee shall be entitled to request that Sublessor enforce Sublessor's rights against Landlord with respect thereto. Sublessor agrees to use commercially reasonable efforts to enforce Sublessor's rights against Landlord. In no event shall Sublessor have any obligation to bring any action or proceeding against Landlord. In the Prime Lease. Subject event of such default and in the event that Sublessor elects a remedy that entitles Sublessor to Section 17.05 rent abatement and Sublessor receives such abatement, then Sublessor agrees to pass on to Sublessee a share of the Prime Lease, Sublessor shall furnish such abatement to the Subleased Premises during the Term adequate air conditioning during periods beginning at 7 a.m. until 8 p.m. on business days (as such term is defined in the Prime Lease) and 8 a.m. until 3 p.m. on Saturdays. Landlord hereby represents that as of the date hereof, the AC Units and Tenant’s AC Equipment are in good working order. Sublessee shall have access to the Subleased Premises pursuant to Section 19.09 of the Prime Lease, which Section 19.09 is incorporated herein by reference under Article 7 of this Sublease. Sublessee shall have the right, at Sublessee’s sole cost and expense, to exercise and to enforce, by legal action, in Sublessor’s name (if required because of a lack of privity between Landlord and Sublessee) all of the rights available to Sublessor under the Prime Lease to enforce the performance of the obligations of Landlord under the Prime Lease as applicable extent it applies to the Subleased Premises.

Sublessor’s Obligations. The benefit Sublessor agrees at its sole cost to maintain the structure of the Building and all repairscommon areas, restorationsoperating, electrical, plumbing and mechanical systems, except for the Uninterruptible Power Supply and generator system for the computer room which shall be Sublessee's sole responsibility, and the elevators in good operating condition and repair and in compliance with law all applicable laws, reasonable wear and tear, damage by fire and other requirementscasualty only excepted, materials unless such maintenance is required by the Sublessee pursuant to this Sublease. Sublessor shall clean and services to be maintain the common areas of the Building and the lobby in good condition and repair and shall keep all walkways and driveways reasonably clear of snow and ice. Sublessor shall maintain security and guard service at the same level of service as is provided to the Subleased Premises and the Building by Landlord under the Prime Lease shall accrue Sublessor at no additional cost to Sublessee; but, notwithstanding anything . Sublessor shall provide nightly janitorial service to the contrary in this Sublease or in Premises at the Prime Lease, Sublessor shall under no circumstances be obligated to make any repairs or restorations, comply with any laws or other requirements or to supply any materials or services to the Subleased Premises or the Building; and Sublessor shall under no circumstances be liable to Sublessee for the failure same level of Landlord or others so to do. Upon Sublessee’s written request, Sublessor shall present to Landlord, in the name of Sublessor, any demand requested by Sublessee for any such repairs, restorations, materials or right to exercise, in Sublessor’s name, but at Sublessee’s sole cost and expense, all of the rights available service as is provided to Sublessor to enforce performance of the obligations of Landlord to make and in any such repairs and restorations and to supply any such materials and services to the Subleased Premises and no failure on the part of Landlord to perform and no failure to furnish, or interruption of any services or facilities shall give rise to any event (i) abatementbathrooms shall be cleaned nightly, diminution or reduction in Sublessee’s obligations under this Sublease or (ii) liability on carpets in the part Premises shall be vacuumed weekly, (iii) trash removed nightly from the Premises and hallways and (iv) common areas of Sublessor, except in each case to the extent Building shall be vacuumed nightly and (v) spot cleaning and internal window washing shall be provided as needed. Sublessor is entitled to an abatement, diminution or reduction in rent shall perform all obligations required of it under the Master Lease other than those obligations with respect to the Subleased Premises to be performed by Sublessee pursuant to the terms hereof. Sublessor shall not voluntarily amend, modify or cancel the Master Lease in any manner so as Tenant under the Prime Lease. Subject to Section 17.05 adversely affect Sublessee's use and enjoyment of the Prime Lease, Sublessor shall furnish to the Subleased Premises during the Term adequate air conditioning during periods beginning at 7 a.m. until 8 p.m. on business days (as such term is defined in the Prime Lease) and 8 a.m. until 3 p.m. on Saturdays. Landlord hereby represents that as of the date hereof, the AC Units and Tenant’s AC Equipment are in good working order. Sublessee shall have access to the Subleased Premises pursuant to Section 19.09 of the Prime Lease, which Section 19.09 is incorporated herein by reference under Article 7 of this Sublease. Sublessor warrants and represents to Sublessee shall have that the right, at Sublessee’s sole cost Master Lease is in full force and expense, to exercise effect and to enforce, by legal action, in Sublessor’s name (if required because of a lack of privity constitutes the entire agreement between Landlord and Sublessee) all of the rights available to Sublessor under the Prime Lease to enforce the performance of the obligations of Landlord under the Prime Lease and has not been modified except as applicable to the Subleased Premisesnoted above and there is no default by Sublessor thereunder.

Sublessor’s Obligations. The benefit of all repairsSublessor agrees that except as expressly provided herein, restorationsSublessee shall have and enjoy the same rights which Sublessor, compliance with law and other requirementsas tenant under the Lease, materials and services has to be provided to the Subleased Premises and the Building performance by Landlord of any service, repair, alteration or other similar obligation which is the obligation of Landlord to perform under those provisions of the Prime Lease shall accrue to Sublessee; butincorporated herein, provided, however, that notwithstanding anything to the contrary contained in this Sublease or in to the Prime Leasecontrary, Sublessor shall under have no circumstances responsibility to Sublessee for, and shall not be obligated required to provide, any of the services or make any of the repairs or restorations which Landlord has agreed to make any or provide, or cause to be made or provided, under the Lease (including, without limitation, Landlord's obligations set forth in Article 5 of the Lease) and Sublessee shall rely upon, and look solely to, Landlord for the provision of such services and the performance of such repairs and restorations. Sublessee shall contact Sublessor's facility manager, Spauxxxxx & Xlye Xxxliers (or restorations, comply with any laws such other person or other requirements or to supply any materials or services to the Subleased Premises or the Building; and entity as Sublessor shall under no circumstances from time to time identify as its facility manager by notice to Sublessee), for all Building concerns such as maintenance, janitorial, cafeteria, fitness center, parking, security and other Building related issues. Sublessee shall not make any claim against Sublessor for any damage which may result from, nor shall Sublessee's obligations hereunder (including, without limitation, Sublessee's obligation to pay all Fixed Rent and Additional Rent when due be liable to Sublessee for impaired by reason of (a) the failure of Landlord to keep, observe or others so to doperform any of its obligations under the Lease, or (b) the acts or omissions of Landlord or any of its agents, contractors, servants, employees, invitees or licensees. Upon Sublessee’s written request, Sublessor If Landlord shall present to Landlord, default in the name any of Sublessor, any demand requested by Sublessee for any such repairs, restorations, materials or right to exercise, in Sublessor’s name, but at Sublessee’s sole cost and expense, all of the rights available its obligations to Sublessor to enforce performance of the obligations of Landlord to make any such repairs and restorations and to supply any such materials and services to the Subleased Premises and no failure on the part of Landlord to perform and no failure to furnish, or interruption of any services or facilities shall give rise to any (i) abatement, diminution or reduction in Sublessee’s obligations under this Sublease or (ii) liability on the part of Sublessor, except in each case to the extent Sublessor is entitled to an abatement, diminution or reduction in rent with respect to the Subleased Premises as Tenant under Premises, Sublessee shall be entitled to request that Sublessor enforce Sublessor's rights against Landlord with respect thereto. Sublessor agrees to use commercially reasonable efforts to enforce Sublessor's rights against Landlord. In no event shall Sublessor have any obligation to bring any action or proceeding against Landlord. In the Prime Lease. Subject event of such default and in the event that Sublessor elects a remedy that entitles Sublessor to Section 17.05 rent abatement and Sublessor receives such abatement, then Sublessor agrees to pass on to Sublessee a share of the Prime Lease, Sublessor shall furnish such abatement to the Subleased Premises during the Term adequate air conditioning during periods beginning at 7 a.m. until 8 p.m. on business days (as such term is defined in the Prime Lease) and 8 a.m. until 3 p.m. on Saturdays. Landlord hereby represents that as of the date hereof, the AC Units and Tenant’s AC Equipment are in good working order. Sublessee shall have access to the Subleased Premises pursuant to Section 19.09 of the Prime Lease, which Section 19.09 is incorporated herein by reference under Article 7 of this Sublease. Sublessee shall have the right, at Sublessee’s sole cost and expense, to exercise and to enforce, by legal action, in Sublessor’s name (if required because of a lack of privity between Landlord and Sublessee) all of the rights available to Sublessor under the Prime Lease to enforce the performance of the obligations of Landlord under the Prime Lease as applicable extent it applies to the Subleased Premises.

Sublessor’s Obligations. The benefit of all 16.1 With respect to work, services, repairs, restorations, compliance with law and other requirements, materials and services to be provided to the Subleased Premises and the Building by Landlord under the Prime Lease shall accrue to Sublessee; but, notwithstanding anything to the contrary in this Sublease restoration or in the Prime Lease, Sublessor shall under no circumstances be obligated to make any repairs or restorations, comply with any laws or other requirements or to supply any materials or services to the Subleased Premises or the Building; and Sublessor shall under no circumstances be liable to Sublessee for the failure of Landlord or others so to do. Upon Sublessee’s written request, Sublessor shall present to Landlord, in the name of Sublessor, any demand requested by Sublessee for any such repairs, restorations, materials or right to exercise, in Sublessor’s name, but at Sublessee’s sole cost and expense, all of the rights available to Sublessor to enforce performance of the obligations of Landlord to make any such repairs and restorations and to supply any such materials and services to the Subleased Premises and no failure on the part of Landlord to perform and no failure to furnish, or interruption of any services or facilities shall give rise to any (i) abatement, diminution or reduction in Sublessee’s obligations under this Sublease or (ii) liability on the part of Sublessor, except in each case to the extent Sublessor is entitled to an abatement, diminution or reduction in rent with respect to the Subleased Premises as Tenant under the Prime Lease. Subject to Section 17.05 of the Prime Lease, Sublessor shall furnish to the Subleased Premises during the Term adequate air conditioning during periods beginning at 7 a.m. until 8 p.m. on business days (as such term is defined in the Prime Lease) and 8 a.m. until 3 p.m. on Saturdays. Landlord hereby represents that as of the date hereof, the AC Units and Tenant’s AC Equipment are in good working order. Sublessee shall have access to the Subleased Premises pursuant to Section 19.09 of the Prime Lease, which Section 19.09 is incorporated herein by reference under Article 7 of this Sublease. Sublessee shall have the right, at Sublessee’s sole cost and expense, to exercise and to enforce, by legal action, in Sublessor’s name (if required because of a lack of privity between Landlord and Sublessee) all of the rights available to Sublessor under the Prime Lease to enforce the performance of the obligations any other obligation of Landlord under the Prime Master Lease, the sole obligation of Sublessor shall be to request the same in writing from Landlord as and when requested to do so by Sublessee, and to use Sublessor's reasonable efforts (without requiring Sublessor to spend more than a nominal sum) to obtain the Landlord's performance. Sublessor shall perform all obligations of Tenant under the Master Lease as applicable they relate to building operating systems and common areas of the Project (including operation and maintenance of the common break room), and shall submit monthly invoices to Sublessee for Sublessee's pro rata share of such costs as provided in paragraph 4.2, above. Sublessor shall maintain and repair the HVAC system serving the Subleased Premises at Sublessee's cost, which costs shall be paid to Sublessor together with those sums set forth in paragraph 4.2. 16.2 If Sublessor fails to perform its obligations under 16.1 with respect to building operating systems or the HVAC system serving the Subleased Premises, then Sublessee may give Sublessor notice specifying in what manner Sublessor has defaulted, and if such default shall not be cured by Sublessor within ten (10) days thereafter (except that if such default cannot be cured within such ten (10) day period, this period shall be extended for an additional reasonable time, provided that Sublessor commences to cure such default within such ten (10) day period and proceeds diligently thereafter to effect such cure as quickly as practicable), then Sublessee shall be entitled to cure such default and Sublessee's reasonable expenses in so doing shall be due upon demand. Sublessee shall not be required, however, to wait the entire cure period described herein if earlier action is required to comply with the Master Lease or with any governmental regulations.

Sublessor’s Obligations. The benefit of all repairs, restorations, compliance with law and other requirements, materials and services to be provided to the Subleased Premises and the Building by Landlord under the Prime Lease shall accrue sball accrne to Sublessee; but, notwithstanding nonwithstanding anything to the contrary in this Sublease or in the Prime Lease, Sublessor shall under no circumstances be obligated to make any repairs or restorations, comply with any laws or other requirements or to supply any materials or services to the Subleased Premises or the Building; and Sublessor shall under no circumstances be liable to Sublessee for the failure of Landlord or others so to do. Upon Sublessee’s written request, Sublessor shall present to Landlord, in the name of Sublessor, any demand requested by Sublessee for any such repairs, restorations, materials or right to exercise, in Sublessor’s name, but at Sublessee’s sole cost and expense, all of the rights available to Sublessor to enforce performance of the obligations of Landlord to make any such repairs and restorations and to supply any such materials and services to the Subleased Premises Premises. If requested by Sublessee, Sublessor shall exercise whatever rights Sublessor has under the Prime Lease to dispute increases in Taxes using Sublessee’s consultants. Any such exercise by Sublessor shall be at Sublessee’s sale cost and expense. No failure by Landlord to make any such repairs or restorations or to supply any such materials and services to the Subleased Premises, and no failure on the part of Landlord to perform and no failure to furnishcessation, interruption or interruption suspension of any services or facilities service provided by Landlord, shall give rise entitle Sublessee to any (i) abatement, diminution or reduction in Sublessee’s obligations abatement of Fixed Rent or Additional Rent or other compensation under this Sublease, nor shall this Sublease be affected by reason of any such failure, cessation, iuterruption or (ii) liability on the part of Sublessorsuspension, except in each case that to the extent Sublessor is shall receive an abatement of Rent under the Prime Lease, Sublesee shall be entitled to an abatement, diminution or reduction in rent a similar abatement with respect to the Subleased Premises as Tenant under the Prime Lease. Subject to Section 17.05 of the Prime Lease, Sublessor shall furnish to the Subleased Premises during the Term adequate air conditioning during periods beginning at 7 a.m. until 8 p.m. on business days (as such term is defined in the Prime Lease) and 8 a.m. until 3 p.m. on Saturdays. Landlord hereby represents that as of the date hereof, the AC Units and Tenant’s AC Equipment are in good working order. Sublessee shall have access to the Subleased Premises pursuant to Section 19.09 of the Prime Lease, which Section 19.09 is incorporated herein by reference under Article 7 of this Sublease. Sublessee shall have the right, at Sublessee’s sole cost and expense, to exercise and to enforce, by legal action, in Sublessor’s name (if required because of a lack of privity between Landlord and Sublessee) all of the rights available to Sublessor under the Prime Lease to enforce the performance of the obligations of Landlord under the Prime Lease as applicable to the Subleased Premises.

Sublessor’s Obligations. The benefit of all repairs, restorations, compliance with law and other requirements, materials and services to be provided to the Subleased Premises and the Building by Landlord under the Prime Lease shall accrue to Sublessee; but, notwithstanding Notwithstanding anything to the contrary contained in this Sublease or in the Prime LeaseSublease, Sublessor shall under no circumstances keep and maintain the Sublease Premises (including appurtenances) to the extent required of the "TENANT" by Section 10 of the Master Lease. The fee for such service shall be obligated paid by Sublessee in compliance with the terms of Article 5 of this Sublease; provided, however, if a required repair is the result of the act, neglect or fault of Sublessee or Sublessee's agents, employees, contractors or invitees, then Sublessee shall be liable for the entire cost of such repair. Sublessee shall permit Sublessor and its agents and contractors to enter the Sublease Premises at all reasonable times upon reasonable notice to make any necessary improvements or repairs or restorations, comply with any laws or other requirements or to supply any materials or services to the Subleased Premises or the Building; and required under this Sublease. Sublessor shall have no obligation to perform under this paragraph until a reasonable time after receipt of notice from Sublessee of such need, which notice shall be provided by calling Sublessor's Maintenance Service Line at (408) 957-7110, Monday through Friday (excluding holidays) between txx xxxxx xx 0:00AM-12:00PM and 1:00PM-5:00 PM, with emergency response available 24 hours a day via communication through the on-site security personnel. Required labor and materials shall be consistent with those provided to Sublessor's employees in response to a maintenance request. In no circumstances event shall any payments owed by Sublessee under this Sublease be liable to Sublessee for the failure of Landlord or others so to do. Upon Sublessee’s written request, Sublessor shall present to Landlord, in the name abated on account of Sublessor, any demand requested by 's failure to make repairs under this Paragraph. Sublessee hereby waives all statutory rights to make repairs for any such repairs, restorations, materials or right to exercise, in at the expense of Sublessor’s name, but at Sublessee’s sole cost and expense, . So long as Sublessee complies with all of the rights available to Sublessor to enforce performance of the obligations of Landlord to make any such repairs and restorations and to supply any such materials and services to the Subleased Premises and no failure on the part of Landlord to perform and no failure to furnish, or interruption of any services or facilities shall give rise to any (i) abatement, diminution or reduction in Sublessee’s its obligations under this Sublease or (ii) liability on and cures any failure to comply within the part of Sublessor, except in each case to the extent Sublessor is entitled to an abatement, diminution or reduction in rent with respect to the Subleased Premises as Tenant under the Prime Lease. Subject to Section 17.05 of the Prime Leaseapplicable cure periods, Sublessor shall furnish not commit any act or omission during the Sublease Term that would lead to the Subleased Premises during the Term adequate air conditioning during periods beginning at 7 a.m. until 8 p.m. on business days (as such term is defined in the Prime Lease) and 8 a.m. until 3 p.m. on Saturdays. Landlord hereby represents that as termination of the date hereofMaster Lease by Master Lessor. Notwithstanding the foregoing, if Sublessee fails to comply with any of its obligations under this Sublease (including without limitation the AC Units obligations assumed by Sublessee under the Master Lease), and Tenant’s AC Equipment are does not cure such failure within the applicable cure period (or if no cure period is specified in good working order. Sublessee either this Sublease or the Master Lease, then within five (5) days after receiving written notice of such failure), then Sublessor shall have access no obligation to Sublessee to maintain the Subleased Premises pursuant to Section 19.09 of the Prime Lease, which Section 19.09 is incorporated herein by reference under Article 7 of this Sublease. Sublessee shall have the right, at Master Lease for Sublessee’s sole cost and expense, to exercise and to enforce, by legal action, in Sublessor’s name (if required because of a lack of privity between Landlord and Sublessee) all of the rights available to Sublessor under the Prime Lease to enforce the performance of the obligations of Landlord under the Prime Lease as applicable to the Subleased Premises's benefit.

Sublessor’s Obligations. The benefit of all repairsSublessor agrees to perform, restorations, compliance with law and other requirements, materials and services to be provided according to the Subleased Premises and terms of the Building by Landlord under the Prime Lease shall accrue to Sublessee; but, notwithstanding anything to the contrary in this Sublease or in the Prime Lease, Sublessor shall under no circumstances be obligated to make any repairs or restorations, comply with any laws or other requirements or to supply any materials or services to the Subleased Premises or the Building; and Sublessor shall under no circumstances be liable to Sublessee for the failure of Landlord or others so to do. Upon Sublessee’s written request, Sublessor shall present to Landlord, in the name of Sublessor, any demand requested by Sublessee for any such repairs, restorations, materials or right to exercise, in Sublessor’s name, but at Sublessee’s sole cost and expense, all of the rights available to Sublessor to enforce performance of the obligations of Landlord to make any such repairs and restorations and to supply any such materials and services to Sublessor under the Subleased Premises and no failure on the part of Landlord to perform and no failure to furnish, or interruption of any services or facilities shall give rise to any (i) abatement, diminution or reduction in Sublessee’s obligations Lease that have not been assumed by Sublessee under this Sublease or (ii) liability on the part of Sublessor, except in each case to the extent Sublessor is entitled to an abatement, diminution or reduction in rent with respect to the Subleased Premises as Tenant Sublet Premises. Sublessor agrees that it will not modify or amend any of the terms of the Lease in a way that would materially impact Sublessee’s rights or obligations under this Sublease. If Lessor defaults in the performance of any of its covenants or obligations under the Prime Lease. Subject Lease to Section 17.05 of Sublessor which such covenants and obligations directly affect the Prime LeaseSublet Premises, Sublessor shall furnish to the Subleased Premises during the Term adequate air conditioning during periods beginning at 7 a.m. until 8 p.m. on business days (as such term is defined in the Prime Lease) and 8 a.m. until 3 p.m. on Saturdays. Landlord hereby represents that as of the date hereof, the AC Units and Tenant’s AC Equipment are in good working order. Sublessee shall have access to the Subleased Premises pursuant to Section 19.09 of the Prime Lease, which Section 19.09 is incorporated herein by reference under Article 7 of this Sublease. Sublessee no rights or remedies against Sublessor but instead shall have the right, at Sublessee’s sole cost expense and expensein the name of Sublessor, to exercise make any demand or institute any action or proceeding at law or in equity or otherwise against Lessor permitted under the Lease for the enforcement of Lessor’s obligations or covenants under the Lease. The foregoing notwithstanding, Sublessee shall furnish Sublessor with written notice of Lessor’s default and Sublessor at its option and expense may (i) seek to enforcecure such default itself; (ii) bring its own action against Lessor; and/or (iii) allow Sublessee to make Sublessee’s claim directly against Lessor. Sublessor agrees that it will execute any reasonable demands, by legal actionpleadings, documents or other written instruments and will otherwise reasonable cooperate with Sublessee as may be necessary to enable Sublessee to proceed in Sublessor’s name (if required because to enforce such obligations or covenants of a lack of privity between Landlord and Sublessee) all of the rights available to Sublessor Lessor under the Prime Lease Lease. Sublessee shall indemnify, defend and hold harmless Sublessor against all costs and expenses (including attorneys’ fees) suffered or to enforce the performance of the obligations of Landlord under the Prime Lease as applicable to the Subleased Premisesbe suffered by Sublessor in connection with any such demand, action or proceeding undertaken by Sublessee.

Sublessor’s Obligations. The benefit (a) Sublessee agrees that, notwithstanding the incorporation by reference of all repairsterms of the Prime Lease which under Article 6 would impose duties on Sublessor, restorationsexcept as expressly provided in this Sublease, compliance with law and other requirements, materials and services to be provided to the Subleased Premises and the Building by extent Landlord fails or refuses to perform its obligations or to provide services under the Prime Lease or the Board fails or refuses to perform its obligations or to provide services under the Condominium Documents, Sublessor shall accrue not be obligated to Sublessee; butperform such obligations and Sublessor shall have no liability or obligation with respect thereto. Sublessee agrees that, notwithstanding anything to the contrary except as expressly provided in this Sublease Sublease, no failure or delay on the part of Landlord in the performance of any obligation under the Prime Lease, Sublessor shall under no circumstances be obligated or failure or delay by the Board, to supply any service or to make any repairs or restorations, comply with any laws or other requirements replacements or to supply take any materials or services other action with respect to the Subleased Premises or the Building; and Sublessor shall under no circumstances be liable to Sublessee for the failure of Landlord or others so to do. Upon Sublessee’s written request, Sublessor shall present to Landlord, in the name of Sublessor, any demand requested by Sublessee for any such repairs, restorations, materials or right to exercise, in Sublessor’s name, but at Sublessee’s sole cost and expense, all of the rights available to Sublessor to enforce performance of the obligations of Landlord to make any such repairs and restorations and to supply any such materials and services to the Subleased Premises and no failure on the part of Landlord to perform and no failure to furnish, or interruption of any services or facilities Building shall give rise to any (i) abatementclaim against Sublessor for damages or constitute a total or partial eviction, diminution or reduction in Sublessee’s obligations under nor shall this Sublease or (ii) liability the obligations of the Sublessee hereunder to pay Rent hereunder and to perform and observe all of the other obligations, covenants, conditions and agreements on the part of SublessorSublessee contained in this Sublease be thereby affected in any manner whatsoever, except in each case provided, however, that if and to the extent that Sublessor is entitled to an abatement, diminution abatement of or reduction in rent credit against Fixed Rent and Recurring Additional Rent under Section 6.02 of the Prime Lease or any other provision of the Prime Lease with respect to the Subleased Premises as Tenant under the Prime Lease. Subject to Section 17.05 portion of the Prime Lease, Sublessor shall furnish to Premises comprising the Subleased Premises during the Term adequate air conditioning during periods beginning at 7 a.m. until 8 p.m. on business days (as such term is defined in the Prime Lease) and 8 a.m. until 3 p.m. on Saturdays. Landlord hereby represents that as of the date hereofPremises, the AC Units and Tenant’s AC Equipment are in good working order. Sublessee shall have access be entitled to the Subleased Premises pursuant to Section 19.09 a corresponding abatement of the Prime Lease, which Section 19.09 is incorporated herein by reference or credit against Base Rent and Additional Rent payable under Article 7 of this Sublease. Sublessee . (b) Sublessor, except as expressly provided in this Sublease, shall have the right, at Sublessee’s sole cost not be obligated to perform and expense, to exercise and to enforce, by legal action, in Sublessor’s name (if required because of a lack of privity between Landlord and Sublessee) all of the rights available to Sublessor under the Prime Lease to enforce shall not be liable for the performance by Landlord of any of the obligations of Landlord under the Prime Lease or obligations of the Board under the Condominium Documents. Without limiting the generality of the foregoing, Sublessor makes no representation and is not obligated to perform Landlord’s obligations with respect to hazardous materials under Article 7 of the Prime Lease (excluding the obligation to deliver an ACP-5 certificate in accordance with Section 7 of this Sublease) except to the extent that Sublessor caused or permitted hazardous materials to be brought in the Building. Sublessee, except as applicable expressly provided in this Sublease, shall have no claim against Sublessor by reason of any default upon the part of Landlord or the Board and, nothing herein contained shall be deemed to authorize Sublessee to represent Sublessor in connection with any suit or claim by or against Landlord or the Board except as herein specifically set forth. (c) Sublessor, except as expressly provided in this Sublease, shall have no obligation during the term of this Sublease to render any services to Sublessee in or to the Subleased Premises of any nature whatsoever or to expend any money for the preservation or repair of the Subleased Premises. Sublessee, except as expressly provided in this Sublease, agrees to look solely to Landlord for the furnishing of any services to which Sublessor may be entitled under the Prime Lease and solely to the Board for the furnishing of any services to which Sublessor may be entitled under the Condominium Documents. Sublessor agrees to cooperate with Sublessee, and to use its reasonable efforts and diligently pursue, without, however, incurring any liabilities or expenses not otherwise provided for in the Prime Lease or this Sublease, by taking whatever action shall be reasonably required, to enforce for the benefit of Sublessee the obligations of Landlord to Sublessor under the Lease, or the Board under the Condominium Documents, insofar as they relate to the Subleased Premises. Subject to the provisions of the next paragraph, all out-of-pocket expenses of Sublessor (including but not limited to reasonable attorneys fees and disbursements) arising from Sublessor’s action taken pursuant to the preceding sentence shall be reimbursed by Sublessee within thirty (30) days after demand, together with reasonable back-up documentation with respect thereto. Sublessor, without cost to Sublessor, shall communicate with Landlord or the Board, orally or in writing, concerning matters related to the Subleased Premises as Sublessee may from time to time reasonably request and shall (y) diligently pursue such matter (to the extent permitted hereunder) and (x) keep Sublessee reasonably advised on the progress of such matters. If, after written request from Sublessee, Sublessor shall fail or refuse to take appropriate action for the enforcement of Sublessor’s rights against Landlord with respect to the Subleased Premises, Sublessee shall have the right to take such action in its own name, and for such purpose and only to such extent, all of the rights of Sublessor under the Prime Lease are hereby conferred upon and conditionally assigned to Sublessee and Sublessee hereby is subrogated to such rights to the extent that the same shall apply to the Subleased Premises; provided, however, that (i) Sublessee shall only have such rights if Sublessee shall not be in default under this Sublease beyond any applicable notice and the expiration of any applicable cure period, and (ii) Sublessor shall have the right to require Sublessee to discontinue such action if in the reasonable opinion of Sublessor such action may cause a cancellation, forfeiture or termination of the Prime Lease or Sublessor’s estate and rights thereunder with respect to the Subleased Premises. If any such action against Sublessor in Sublessee’s name shall be barred by reason of lack of privity, non-assignability or otherwise, Sublessee may take such action in Sublessor’s name provided that copies of all papers and notices of all proceedings shall be promptly given to Sublessor so that Sublessor may be kept fully informed in respect thereof at all times. In connection with the foregoing, Sublessee shall indemnify and hold Sublessor harmless from and against any and all loss, cost, damage, expense or liability (including, but not limited to, reasonable attorneys’ fees and disbursements) incurred by Sublessor by reason of any action by Sublessee against Landlord, such indemnity shall survive the Expiration Date or sooner termination of this Sublease. Any recovery (net of the costs of obtaining such recovery apportioned as described below) obtained against Landlord in connection with a default under the Prime Lease, or any abatement, credit, set-off or offset (collectively referred to herein as a “Recovery”), to the extent it relates to an obligation of Landlord which is, by the provisions of this Sublease, intended to benefit Sublessee and/or the Subleased Premises, during or after the Term, shall be the property of Sublessee and Sublessee shall have the right to any such Recovery. To the extent that Sublessor or Sublessee, as the case may be, shall receive any benefit from a Recovery, Sublessee shall pay a percentage of the cost incurred in connection with obtaining such Recovery in an amount equal to the product of (i) the total costs incurred in obtaining the Recovery and (ii) a fraction, the numerator of which is equal to the amount of the Recovery benefiting each party and the denominator of which is equal to the sum of the Recovery benefiting Sublessor and the Recovery benefiting Sublessee. The provisions of this paragraph shall survive the expiration or earlier termination of the Term. (d) If Sublessee shall require heat, ventilation and air-conditioning service during HVAC Overtime Periods, the written notice required under Section 18.0l(B)(vi) of the Prime Lease for such service shall be given by Sublessee to Sublessor: (a) prior to 1:00 p.m. of the same Business Day, in the case of service during HVAC Overtime Periods on Business Days; (b) prior to 10:00 a.m. on the immediately preceding Friday, in the case of service during HVAC Overtime Periods on Saturday or Sunday; and (c) prior to 10:00 a.m. on the Business Day immediately preceding a Holiday, in the case of service during HVAC Overtime Periods on a Holiday. Sublessee will pay $650 per hour per floor for HVAC Overtime Periods, such charge to increase in proportion to the Board’s charge increases after December 31, 2009. Sublessor shall make reasonable efforts to accommodate Subtenant’s requests for such service during the HVAC Overtime Periods when such requests fall outside of the foregoing deadlines. If Landlord shall consent in writing, Sublessee shall be entitled to request the foregoing HVAC service directly from the Board (subject to the time periods for such requests set forth in the Prime Lease). If Sublessee shall require freight elevator, loading dock and/or truck elevator service during Overtime Periods, Sublessee shall request such service directly from the Board. Sublessee shall reimburse Sublessor for any amounts charged to Sublessor by Landlord and/or the Board in connection with the provision of the services identified in this subparagraph (d), and Sublessor shall not add a xxxx-up or administrative fee or other charge to amounts so charged by Landlord and/or the Board. (e) The parties acknowledge that Sublessor has elected under Section 18.01 of the Prime Lease that Landlord not clean the Premises and Sublessor shall provide cleaning services to the Subleased Premises by Sublessor’s cleaning service contractor during any Self-Cleaning Period (as such term is defined in the Lease), such cleaning service to be provided in accordance with the terms of Schedule 5 hereto. In the event that Sublessor elects that Landlord resume furnishing cleaning services to the Subleased Premises (which election shall be made in Sublessor’s sole discretion), Sublessor shall give written notice to Sublessee at the time of such election. (i) Sublessor agrees that prior to the Expiration Date it shall not (A) surrender or terminate the Prime Lease, except after casualty or condemnation as provided therein nor shall Sublessor amend or modify the Prime Lease, or waive any provision of the Prime Lease or (B) consent (where Sublessor’s consent or approval (in its capacity as Sublessor and not a Control Person) is required) to any amendment, modification or waiver of any of the provisions of the Prime Lease, the Condominium Documents, the Declaration or any other instrument to which this Sublease is subject to, in each instance, in any manner that could increase the obligations of Sublessee hereunder or could adversely affect the rights or benefits of Sublessee hereunder, without obtaining in each case Sublessee’s prior written consent, which consent shall not be unreasonably withheld. (ii) Notwithstanding the foregoing, in the event that Sublessor desires to enter into a “lease buyout agreement” or similar arrangement with Landlord prior to the Expiration Date, and provided that such agreement with Landlord expressly provides that as a condition to such surrender and/or termination Landlord shall accept Sublessee as a direct tenant of Landlord with respect to the entire Subleased Premises pursuant to a new lease on the same executory terms and conditions as are set forth in this Sublease, then Sublessor shall have the right to terminate and/or surrender the Prime Lease. From and after the date of such termination and/or surrender and the acceptance by Landlord of Sublessee as a direct tenant of Landlord, Sublessor and Sublessee shall have no further obligations or liability hereunder except with respect to those provisions of this Sublease that by their terms survive the Expiration Date hereof. (g) No limitation on Sublessor’s obligations or liability set forth in this Section 13 relating to a failure or refusal by Landlord to perform its obligations under the Prime Lease or to a failure or refusal by the Board to perform its obligations under the Condominium Documents shall be effective if such failure or refusal by Landlord or the Board, as applicable, is the result of either (i) Sublessor’s failure to enforce for the benefit of Sublessee the obligations of Landlord to Sublessor under the Prime Lease, or the obligations of the Board under the Condominium Documents, as applicable, as required under subsection (c) above, or (ii) Sublessor’s default (beyond applicable notice and cure periods) under the Prime Lease or the Condominium Documents, as applicable, where such default is not the result of Sublessee’s default under this Sublease. In furtherance of the foregoing, Sublessor agrees to perform its obligations under the Prime Lease and Condominium Documents except to the extent its failure to perform is due to a default by Sublessee beyond the expiration of any applicable notice and/or cure period under this Sublease.

Sublessor’s Obligations. The benefit of all repairsSublessor agrees that except as expressly provided herein, restorationsSublessee shall have and enjoy the same rights which Sublessor, compliance with law and other requirementsas tenant under the Lease, materials and services has to be provided to the Subleased Premises and the Building performance by Landlord under the Prime Lease shall accrue to Sublessee; butof any service, notwithstanding anything to the contrary in this Sublease or in the Prime Leaserepair, Sublessor shall under no circumstances be obligated to make any repairs or restorations, comply with any laws alteration or other requirements or to supply any materials or services to similar obligation which is the Subleased Premises or the Building; and Sublessor shall under no circumstances be liable to Sublessee for the failure of Landlord or others so to do. Upon Sublessee’s written request, Sublessor shall present to Landlord, in the name of Sublessor, any demand requested by Sublessee for any such repairs, restorations, materials or right to exercise, in Sublessor’s name, but at Sublessee’s sole cost and expense, all of the rights available to Sublessor to enforce performance of the obligations of Landlord to make any such repairs and restorations and to supply any such materials and services to the Subleased Premises and no failure on the part obligation of Landlord to perform and no failure to furnishunder those provisions of the Lease incorporated herein, or interruption of any services or facilities shall give rise to any (i) abatementprovided, diminution or reduction however, that notwithstanding anything contained in Sublessee’s obligations under this Sublease or (ii) liability on the part of Sublessor, except in each case to the extent Sublessor is entitled to an abatement, diminution or reduction in rent with respect to the Subleased Premises as Tenant under the Prime Lease. Subject to Section 17.05 of the Prime Leasecontrary, Sublessor shall furnish have no responsibility to Sublessee for, and shall not be required to provide, any of the Subleased Premises during services or make any of the Term adequate air conditioning during periods beginning at 7 a.m. until 8 p.m. on business days repairs or restorations which Landlord has agreed to make or provide, or cause to be made or provided, under the Lease (as such term is defined including, without limitation, Landlord's obligations set forth in Article 5 of the Prime Lease) and 8 a.m. until 3 p.m. on SaturdaysSublessee shall rely upon, and look solely to, Landlord for the provision of such services and the performance of such repairs and restorations. Landlord hereby represents that as of the date hereofSublessor agrees to use reasonable efforts to cooperate in assisting Sublessee to obtain such repairs from Landlord, the AC Units and Tenant’s AC Equipment are in good working orderif requested. In no event shall Sublessor have any obligation to bring any action or proceeding or to take any steps to enforce Sublessor's rights against Landlord. Sublessee shall have access contact Sublessor's facility manager, Spauxxxxx & Xlye Xxxliers (or such other person or entity as Sublessor shall from time to the Subleased Premises pursuant time identify as its facility manager by notice to Section 19.09 of the Prime LeaseSublessee), which Section 19.09 is incorporated herein by reference under Article 7 of this Subleasefor all Building concerns such as maintenance, janitorial, cafeteria, fitness center, parking, security and other Building related issues. Sublessee shall have the right, at Sublessee’s sole cost and expense, to exercise and to enforce, by legal action, in Sublessor’s name (if required because of a lack of privity between Landlord and Sublessee) all of the rights available to not make any claim against Sublessor under the Prime Lease to enforce the performance of the obligations of Landlord under the Prime Lease as applicable to the Subleased Premises.for any

Sublessor’s Obligations. The benefit Sublessor shall have no responsibility to Subtenant for, and shall not be required to provide, any of all the services, make any of the repairs, restorations, compliance with law and other requirements, materials and services to be provided to the Subleased Premises and the Building by Landlord under the Prime Lease shall accrue to Sublessee; but, notwithstanding anything to the contrary in this Sublease alterations or in the Prime Lease, Sublessor shall under no circumstances be obligated to make any repairs or restorationsimprovements, comply with any laws or other requirements or any governmental authorities or take any other action that Master Landlord has agreed to supply any materials provide, make, comply with or services take or cause to be provided, made or complied with or taken under the Master Lease and Subtenant shall rely upon and look solely to the Subleased Premises or the Building; and Sublessor shall under no circumstances be liable to Sublessee Master Landlord for the provision or making thereof. Subtenant shall not make any claim against Sublessor for any damage which may result from, nor shall Subtenant's obligations hereunder, including, without limitation, Subtenant's obligation to pay all rent when due, be impaired by reason of (a) failure of Master Landlord to keep, observe or perform any of its obligations under the Master Lease respectively, or (b) the acts or omissions of Master Landlord or others so to do. Upon Sublessee’s written requestany of its agents, Sublessor shall present to Landlordcontractors, in the name of Sublessorservants, any demand requested by Sublessee for any such repairsemployees, restorations, materials invitees or right to exercise, in Sublessor’s name, but at Sublessee’s sole cost and expense, all of the rights available to Sublessor to enforce performance of the obligations of Landlord to make any such repairs and restorations and to supply any such materials and services to the Subleased Premises and no failure on the part of Landlord to perform and no failure to furnish, or interruption of any services or facilities shall give rise to any (i) abatement, diminution or reduction in Sublessee’s obligations under this Sublease or (ii) liability on the part of Sublessorlicensees, except in each case that Sublessee's rent shall be abated for inability to use the Premises if and to the extent Sublessor that Sublessor's rent for the Premises is entitled to an abatement, diminution or reduction in rent with respect abated pursuant to the Subleased Master Lease. Should Master Landlord fail to comply with any or all obligations affecting the Premises as Tenant under the Prime Lease. Subject to Section 17.05 of the Prime LeaseMaster Lease Agreement, Sublessor shall furnish to the Subleased Premises during the Term adequate air conditioning during periods beginning at 7 a.m. until 8 p.m. on business days (as such term is defined in the Prime Lease) and 8 a.m. until 3 p.m. on Saturdays. Landlord hereby represents that as of the date hereof, the AC Units and Tenant’s AC Equipment are in will make a good working order. Sublessee shall have access to the Subleased Premises pursuant to Section 19.09 of the Prime Lease, which Section 19.09 is incorporated herein by reference under Article 7 of this Sublease. Sublessee shall have the right, at Sublessee’s sole cost and expense, to exercise and to enforce, by legal action, in Sublessor’s name (if required because of a lack of privity between Landlord and Sublessee) all of the rights available to Sublessor under the Prime Lease faith attempt to enforce Subtenant's rights. Nothing contained in this provision shall be construed to permit Subtenant to offset against the performance of the obligations of Landlord under the Prime Lease as applicable to the Subleased PremisesSubtenant's rent obligation due hereunder.

Sublessor’s Obligations. The benefit (a) Sublessee agrees that, notwithstanding the incorporation by reference of all repairsterms of the Prime Lease which under Article 6 would impose duties on Sublessor, restorationsexcept as expressly provided in this Sublease, compliance with law and other requirements, materials and services to be provided to the Subleased Premises and the Building by extent Landlord fails or refuses to perform its obligations or to provide services under the Prime Lease or the Board fails or refuses to perform its obligations or to provide services under the Condominium Documents, Sublessor shall accrue not be obligated to Sublessee; butperform such obligations and Sublessor shall have no liability or obligation with respect thereto. Sublessee agrees that, notwithstanding anything to the contrary except as expressly provided in this Sublease Sublease, no failure or delay on the part of Landlord in the performance of any obligation under the Prime Lease, Sublessor shall under no circumstances be obligated or failure or delay by the Board, to supply any service or to make any repairs or restorations, comply with any laws or other requirements replacements or to supply take any materials or services other action with respect to the Subleased Premises or the Building; and Sublessor shall under no circumstances be liable to Sublessee for the failure of Landlord or others so to do. Upon Sublessee’s written request, Sublessor shall present to Landlord, in the name of Sublessor, any demand requested by Sublessee for any such repairs, restorations, materials or right to exercise, in Sublessor’s name, but at Sublessee’s sole cost and expense, all of the rights available to Sublessor to enforce performance of the obligations of Landlord to make any such repairs and restorations and to supply any such materials and services to the Subleased Premises and no failure on the part of Landlord to perform and no failure to furnish, or interruption of any services or facilities Building shall give rise to any (i) abatementclaim against Sublessor for damages or constitute a total or partial eviction, diminution or reduction in Sublessee’s obligations under nor shall this Sublease or (ii) liability the obligations of the Sublessee hereunder to pay Rent hereunder and to perform and observe all of the other obligations, covenants, conditions and agreements on the part of SublessorSublessee contained in this Sublease be thereby affected in any manner whatsoever, except in each case provided, however, that if and to the extent that Sublessor is entitled to an abatement, diminution abatement of or reduction in rent credit against Fixed Rent and Recurring Additional Rent under Section 6.02 of the Prime Lease or any other provision of the Prime Lease with respect to the Subleased Premises as Tenant under the Prime Lease. Subject to Section 17.05 portion of the Prime Lease, Sublessor shall furnish to Premises comprising the Subleased Premises during the Term adequate air conditioning during periods beginning at 7 a.m. until 8 p.m. on business days (as such term is defined in the Prime Lease) and 8 a.m. until 3 p.m. on Saturdays. Landlord hereby represents that as of the date hereofPremises, the AC Units and Tenant’s AC Equipment are in good working order. Sublessee shall have access be entitled to the Subleased Premises pursuant to Section 19.09 a corresponding abatement of the Prime Lease, which Section 19.09 is incorporated herein by reference or credit against Base Rent and Additional Rent payable under Article 7 of this Sublease. Sublessee . (b) Sublessor, except as expressly provided in this Sublease, shall have the right, at Sublessee’s sole cost not be obligated to perform and expense, to exercise and to enforce, by legal action, in Sublessor’s name (if required because of a lack of privity between Landlord and Sublessee) all of the rights available to Sublessor under the Prime Lease to enforce shall not be liable for the performance by Landlord of any of the obligations of Landlord under the Prime Lease or obligations of the Board under the Condominium Documents. Without limiting the generality of the foregoing, Sublessor makes no representation and is not obligated to perform Landlord’s obligations with respect to hazardous materials under Article 7 of the Prime Lease (excluding the obligation to deliver an ACP-5 certificate in accordance with Section 7 of this Sublease) except to the extent that Sublessor caused or permitted hazardous materials to be brought in the Building. Sublessee, except as applicable expressly provided in this Sublease, shall have no claim against Sublessor by reason of any default upon the part of Landlord or the Board and, nothing herein contained shall be deemed to authorize Sublessee to represent Sublessor in connection with any suit or claim by or against Landlord or the Board except as herein specifically set forth. (c) Sublessor, except as expressly provided in this Sublease, shall have no obligation during the term of this Sublease to render any services to Sublessee in or to the Subleased Premises of any nature whatsoever or to expend any money for the preservation or repair of the Subleased Premises. Sublessee, except as expressly provided in this Sublease, agrees to look solely to Landlord for the furnishing of any services to which Sublessor may be entitled under the Prime Lease and solely to the Board for the furnishing of any services to which Sublessor may be entitled under the Condominium Documents. Sublessor agrees to cooperate with Sublessee, and to use its reasonable efforts and diligently pursue, without, however, incurring any liabilities or expenses not otherwise provided for in the Prime Lease or this Sublease, by taking whatever action shall be reasonably required, to enforce for the benefit of Sublessee the obligations of Landlord to Sublessor under the Lease, or the Board under the Condominium Documents, insofar as they relate to the Subleased Premises. Subject to the provisions of the next paragraph, all out-of-pocket expenses of Sublessor (including but not limited to reasonable attorneys fees and disbursements) arising from Sublessor’s action taken pursuant to the preceding sentence shall be reimbursed by Sublessee within thirty (30) days after demand, together with reasonable back-up documentation with respect thereto. Sublessor, without cost to Sublessor, shall communicate with Landlord or the Board, orally or in writing, concerning matters related to the Subleased Premises as Sublessee may from time to time reasonably request and shall (y) diligently pursue such matter (to the extent permitted hereunder) and (x) keep Sublessee reasonably advised on the progress of such matters. If, after written request from Sublessee, Sublessor shall fail or refuse to take appropriate action for the enforcement of Sublessor’s rights against Landlord with respect to the Subleased Premises, Sublessee shall have the right to take such action in its own name, and for such purpose and only to such extent, all of the rights of Sublessor under the Prime Lease are hereby conferred upon and conditionally assigned to Sublessee and Sublessee hereby is subrogated to such rights to the extent that the same shall apply to the Subleased Premises; provided, however, that (i) Sublessee shall only have such rights if Sublessee shall not be in default under this Sublease beyond any applicable notice and the expiration of any applicable cure period, and (ii) Sublessor shall have the right to require Sublessee to discontinue such action if in the reasonable opinion of Sublessor such action may cause a cancellation, forfeiture or termination of the Prime Lease or Sublessor’s estate and rights thereunder with respect to the Subleased Premises. If any such action against Sublessor in Sublessee’s name shall be barred by reason of lack of privity, non-assignability or otherwise, Sublessee may take such action in Sublessor’s name provided that copies of all papers and notices of all proceedings shall be promptly given to Sublessor so that Sublessor may be kept fully informed in respect thereof at all times. In connection with the foregoing, Sublessee shall indemnify and hold Sublessor harmless from and against any and all loss, cost, damage, expense or liability (including, but not limited to, reasonable attorneys’ fees and disbursements) incurred by Sublessor by reason of any action by Sublessee against Landlord, such indemnity shall survive the Expiration Date or sooner termination of this Sublease. Any recovery (net of the costs of obtaining such recovery apportioned as described below) obtained against Landlord in connection with a default under the Prime Lease, or any abatement, credit, set-off or offset (collectively referred to herein as a “Recovery”), to the extent it relates to an obligation of Landlord which is, by the provisions of this Sublease, intended to benefit Sublessee and/or the Subleased Premises, during or after the Term, shall be the property of Sublessee and Sublessee shall have the right to any such Recovery. To the extent that Sublessor or Sublessee, as the case may be, shall receive any benefit from a Recovery, Sublessee shall pay a percentage of the cost incurred in connection with obtaining such Recovery in an amount equal to the product of (i) the total costs incurred in obtaining the Recovery and (ii) a fraction, the numerator of which is equal to the amount of the Recovery benefiting each party and the denominator of which is equal to the sum of the Recovery benefiting Sublessor and the Recovery benefiting Sublessee. The provisions of this paragraph shall survive the expiration or earlier termination of the Term. (d) If Sublessee shall require heat, ventilation and air-conditioning service during HVAC Overtime Periods, the written notice required under Section 18.0l(B)(vi) of the Prime Lease for such service shall be given by Sublessee to Sublessor: (a) prior to 1:00 p.m. of the same Business Day, in the case of service during HVAC Overtime Periods on Business Days; (b) prior to 10:00 a.m. on the immediately preceding Friday, in the case of service during HVAC Overtime Periods on Saturday or Sunday; and (c) prior to 10:00 a.m. on the Business Day immediately preceding a Holiday, in the case of service during HVAC Overtime Periods on a Holiday. Sublessee will pay $650 per hour per floor for HVAC Overtime Periods, such charge to increase in proportion to the Board’s charge increases after December 31, 2009. Sublessor shall make reasonable efforts to accommodate Subtenant’s requests for such service during the HVAC Overtime Periods when such requests fall outside of the foregoing deadlines. If Landlord shall consent in writing, Sublessee shall be entitled to request the foregoing HVAC service directly from the Board (subject to the time periods for such requests set forth in the Prime Lease). If Sublessee shall require freight elevator, loading dock and/or truck elevator service during Overtime Periods, Sublessee shall request such service directly from the Board. Sublessee shall reimburse Sublessor for any amounts charged to Sublessor by Landlord and/or the Board in connection with the provision of the services identified in this subparagraph (d), and Sublessor shall not add a xxxx-up or administrative fee or other charge to amounts so charged by Landlord and/or the Board. (e) The parties acknowledge that Sublessor has elected under Section 18.01 of the Prime Lease that Landlord not clean the Premises and Sublessor shall provide cleaning services to the Subleased Premises by Sublessor’s cleaning service contractor during any Self-Cleaning Period (as such term is defined in the Lease), such cleaning service to be provided in accordance with the terms of Schedule 5 hereto. In the event that Sublessor elects that Landlord resume furnishing cleaning services to the Subleased Premises (which election shall be made in Sublessor’s sole discretion), Sublessor shall give written notice to Sublessee at the time of such election. (f) (i) Sublessor agrees that prior to the Expiration Date it shall not (A) surrender or terminate the Prime Lease, except after casualty or condemnation as provided therein nor shall Sublessor amend or modify the Prime Lease, or waive any provision of the Prime Lease or (B) consent (where Sublessor’s consent or approval (in its capacity as Sublessor and not a Control Person) is required) to any amendment, modification or waiver of any of the provisions of the Prime Lease, the Condominium Documents, the Declaration or any other instrument to which this Sublease is subject to, in each instance, in any manner that could increase the obligations of Sublessee hereunder or could adversely affect the rights or benefits of Sublessee hereunder, without obtaining in each case Sublessee’s prior written consent, which consent shall not be unreasonably withheld. (ii) Notwithstanding the foregoing, in the event that Sublessor desires to enter into a “lease buyout agreement” or similar arrangement with Landlord prior to the Expiration Date, and provided that such agreement with Landlord expressly provides that as a condition to such surrender and/or termination Landlord shall accept Sublessee as a direct tenant of Landlord with respect to the entire Subleased Premises pursuant to a new lease on the same executory terms and conditions as are set forth in this Sublease, then Sublessor shall have the right to terminate and/or surrender the Prime Lease. From and after the date of such termination and/or surrender and the acceptance by Landlord of Sublessee as a direct tenant of Landlord, Sublessor and Sublessee shall have no further obligations or liability hereunder except with respect to those provisions of this Sublease that by their terms survive the Expiration Date hereof.

Sublessor’s Obligations. The benefit (a) Except as specifically provided herein, Sublessor will not furnish or bear the cost of any services or repairs of any kind, including repairs needed as a result of destruction or condemnation (hereinafter collectively "services") to Sublessee. Sublessee will look solely to the Landlord for the providing and performance of all repairsservices, restorationsif any, compliance and will not seek nor require Sublessor to provide or perform same, nor shall Sublessee make any claim upon Sublessor for any failure to perform such obligation of Landlord respecting such services. (b) Without limiting the generality of Section 9 (a) above, it is agreed that (i) Sublessor's obligations to Sublessee hereunder with law and other requirements, materials and services to be provided respect to the Subleased Leased Premises and shall be no greater than Landlord's obligations to Sublessor under the Building by Prime Lease with respect thereto; (ii) Sublessor shall be required to perform its obligations to Sublessee hereunder with respect to the Leased Premises only to the extent that Landlord has performed its similar obligations to Sublessor under the Prime Lease with respect thereto; (iii) Sublessee shall have no greater rights against Sublessor hereunder with respect to the Leased Premises than Sublessor has against Landlord under the Prime Lease with respect thereto; and (iv) if Sublessee shall accrue be entitled to Sublessee; but, notwithstanding anything recover damages from Sublessor for Sublessor's failure to perform its obligations to Sublessee hereunder with respect to the contrary in this Sublease or in the Prime LeaseLeased Premises, Sublessor shall under no circumstances be obligated to make any repairs or restorations, comply with any laws or other requirements or to supply any materials or services it may so recover only to the Subleased Premises or the Building; and extent that Sublessor shall under no circumstances be liable has succeeded in recovering from Landlord for its failure to Sublessee for the failure of Landlord or others so perform its similar obligations to do. Upon Sublessee’s written request, Sublessor shall present to LandlordSublessor. (c) It is further agreed that, in the name of Sublessor, any demand requested by Sublessee for any such repairs, restorations, materials or right to exercise, in Sublessor’s name, but at Sublessee’s sole cost and expense, all of the rights available to Sublessor to enforce performance of the obligations of Landlord to make any such repairs and restorations event and to supply the extent that the exercise of any such materials and services of Sublessee's rights with respect to the Subleased Premises and no failure on the part of Landlord requires notice or other action (including joinder in any action to perform and no failure to furnish, or interruption of any services or facilities shall give rise to any (ibe taken by Sublessee) abatement, diminution or reduction in Sublessee’s obligations under this Sublease or (ii) liability on the part of Sublessor, except Sublessor will upon reasonable notice from Sublessee take or join in each case to the extent Sublessor is entitled to an abatement, diminution or reduction in rent with respect to the Subleased Premises as Tenant under the Prime Lease. Subject to Section 17.05 of the Prime Lease, Sublessor shall furnish to the Subleased Premises during the Term adequate air conditioning during periods beginning at 7 a.m. until 8 p.m. on business days (as such term is defined in the Prime Lease) and 8 a.m. until 3 p.m. on Saturdays. Landlord hereby represents that as of the date hereof, the AC Units and Tenant’s AC Equipment are in good working order. Sublessee shall have access to the Subleased Premises pursuant to Section 19.09 of the Prime Lease, which Section 19.09 is incorporated herein by reference under Article 7 of this Sublease. Sublessee shall have the right, action at Sublessee’s sole 's cost and expense, to exercise and to enforce, by legal action, in Sublessor’s name (if required because of a lack of privity between Landlord and Sublessee) all of the rights available to Sublessor under the Prime Lease to enforce the performance of the obligations of Landlord under the Prime Lease as applicable to the Subleased Premises.

Sublessor’s Obligations. The benefit of all repairs, restorations, compliance with law and other requirements, materials and services to be (A) Except as expressly otherwise provided to the Subleased Premises and the Building by Landlord under the Prime Lease shall accrue to Sublessee; but, notwithstanding anything to the contrary in this Sublease or in the Prime Leaseherein, Sublessor shall under have no circumstances be obligated obligation to make any repairs or restorations, comply Sublessee with any laws or other requirements or to supply any materials or services respect to the Subleased Premises or the Building; performance by Master Lessor of any obligations of Master Lessor under the Master Lease. Sublessee understands and recognizes that certain services are required to be performed by Master Lessor under the Master Lease. Sublessee shall not seek nor require Sublessor to perform any of such services, nor shall Sublessee make any claim upon Sublessor for any damages which may arise by reason of any breach or negligence, whether by omission or commission, by Master Lessor or its agents in the performance (or nonperformance) of such services. Notwithstanding the incorporation hereunder of certain provisions of the Master Lease, including, without limitation, Paragraphs 11, 12(B) and 28, Sublessor does not assume the obligations of Master Lessor under the Master Lease, but agrees that, if and to the extent that the Master Lease requires Master Lessor to provide utilities, insurance, maintenance, repairs, rebuilding, upgrading or any other services in connection with the operation of the Subleased Premises, Sublessee may notify Sublessor of any failure of Master Lessor to provide such services and Sublessor shall thereafter use commercially reasonable efforts to enforce Sublessor's rights under no circumstances be liable to Sublessee the Master Lease for the failure benefit of Landlord or others so to do. Upon Sublessee’s written request, provided that Sublessor shall present not be required to Landlord, incur any material costs or expenses in the name of Sublessor, any demand requested by connection therewith. Sublessee for any such repairs, restorations, materials or right to exercise, in Sublessor’s name, but at Sublessee’s sole cost and expense, hereby expressly waives all of the rights available to Sublessor to enforce performance of the obligations of Landlord to make any such repairs and restorations and to supply any such materials and services to at the Subleased Premises and no failure on the part expense of Landlord to perform and no failure to furnish, Sublessor or interruption of any services Master Lessor as provided by statute or facilities shall give rise to any (i) abatement, diminution or reduction in Sublessee’s obligations under this Sublease or (ii) liability on the part of Sublessor, except in each case to the extent Sublessor is entitled to an abatement, diminution or reduction in rent with respect to the Subleased Premises as Tenant under the Prime Lease. Subject to Section 17.05 of the Prime Lease, Sublessor shall furnish to the Subleased Premises during the Term adequate air conditioning during periods beginning at 7 a.m. until 8 p.m. on business days (as such term is defined in the Prime Lease) and 8 a.m. until 3 p.m. on Saturdays. Landlord hereby represents that as of the date hereof, the AC Units and Tenant’s AC Equipment are in good working order. Sublessee shall have access to the Subleased Premises pursuant to Section 19.09 of the Prime Lease, which Section 19.09 is incorporated herein by reference under Article 7 of this Sublease. Sublessee shall have the right, at Sublessee’s sole cost and expense, to exercise and to enforce, by legal action, in Sublessor’s name (if required because of a lack of privity between Landlord and Sublessee) all of the rights available to Sublessor under the Prime Lease to enforce the performance of the obligations of Landlord under the Prime Lease as applicable to the Subleased Premisesotherwise.