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 (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 as applicable 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 Subleased Premisesextent that Sublessor caused or permitted hazardous materials to be brought in the Building. Sublessee, except as 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.

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 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.not:

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 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 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 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 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 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.

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 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 Sublessee shall have no remedy against Sublessor for the enforcement of all repairsany of the terms, restorationsprovisions, compliance with law and other requirements, materials and services to be provided to the Subleased Premises and the Building by duties or obligations of Landlord under the Prime Lease Principal Lease. In the event Landlord shall accrue fail to Sublessee; butperform its duties or obligations under the Principal Lease, notwithstanding anything Sublessee shall promptly notify Sublessor thereof in writing and Sublessee may request Sublessor to attempt to procure the performance of such duties or obligations of Landlord (for the purpose of this paragraph, Sublessor's "attempt to procure the performance" shall mean and be limited solely to the contrary transmission of notices which are contemplated to be given under the terms of the Principal Lease). If such request is made and Sublessor fails to attempt to procure the performance of Landlord's duties and obligations within a reasonable period thereafter, then Sublessee shall have the right in this Sublease its own name or in the Prime LeaseSublessor's name, Sublessor shall under no circumstances be obligated to make any repairs or restorations, comply with any laws or other requirements or attempt 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 procure such performance by Landlord, in at 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 expense 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 Sublessee. Notwithstanding anything contained herein to the Subleased Premises and contrary, in no failure on the part of Landlord event shall Sublessee attempt to perform and no failure procure such performance so as to furnish, or interruption of any services or facilities shall give rise to any either (i) abatementcreate a default by Sublessor as tenant under the Principal Lease, 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 cause a termination or reduction in rent with respect to the Subleased Premises as Tenant under the Prime Lease. Subject to Section 17.05 modification of the Prime Principal 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 promptly inform Sublessor, in writing, from time to the Subleased Premises pursuant to Section 19.09 time, of the Prime Leaseall developments in connection with any such claim, which Section 19.09 is incorporated herein action or proceeding against Landlord by reference under Article 7 of this Sublease. Sublessee Sublessee, and Sublessor shall have the right, at Sublessee’s sole cost and expensebut not the duty, to exercise and to enforce, by legal action, participate 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 Premisesany such proceedings.

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 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 comprising the Subleased Premises, Sublessee shall be entitled to a corresponding abatement of or credit against Base Rent and Additional Rent payable under this Sublease.

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 under the Master Lease to the Subleased Premises and the Building by Landlord extent Sublessee has not expressly agreed to perform such obligations under the Prime Lease shall accrue to Sublessee; but, notwithstanding anything to the contrary in this Sublease or in the Prime Lease, Sublease. Sublessor shall under no circumstances be obligated to make not terminate the Master Lease or take 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 actions which could give rise to a termination of the Master Lease, amend or waive any (i) abatementprovisions under the Master Lease or make any elections, diminution exercise any right or reduction remedy or give any consent or approval under the Master Lease without, in each instance, Sublessee’s obligations under this Sublease or (ii) liability on the part of 's prior written consent. 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 Master Lessor under the Prime Lease. Subject to Section 17.05 of the Prime Master Lease, Sublessor shall furnish use Sublessor's diligent good faith efforts to cause Master Lessor to perform such obligations for the Subleased Premises during benefit of Sublessee. Such diligent good faith efforts shall include, without limitation: (a) upon Sublessee's written request, immediately notifying Master Lessor of its nonperformance under the Term adequate air conditioning during periods beginning at 7 a.m. until 8 p.m. on business days Master Lease, and requesting that Master Lessor perform its obligations under the Master Lease; and (as such term is defined b) permitting Sublessee to commence a lawsuit or other action in Sublessor's name to obtain the Prime performance required from Master Lessor under the Master Lease) and 8 a.m. until 3 p.m. on Saturdays. Landlord hereby represents ; provided, however, that as of the date hereofif Sublessee commences a lawsuit or other action, 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 Leasepay all costs and expenses incurred in connection therewith, which Section 19.09 is incorporated herein by reference under Article 7 of this Sublease. and Sublessee shall have the rightindemnify Sublessor against, at Sublessee’s sole cost and expensehold Sublessor harmless from, to exercise all reasonable costs and to enforce, expenses incurred by legal action, Sublessor 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 Premisesconnection therewith.

Sublessor’s Obligations. The benefit of all repairsProvided Sublessee is not in default, 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 not terminate or take 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 actions which could give rise to the termination of the Master Lease, amend or waive any (i) abatementprovisions under the Master Lease or make any elections, diminution exercise any right or reduction in Sublessee’s obligations remedy or give any consent or approval under this Sublease or (ii) liability on the part of Sublessor, except in each case master Lease to the extent Sublessor is entitled to an abatementthe foregoing would have a material adverse effect on Sublessee's rights or obligations hereunder without in each instance, diminution or reduction in rent Sublessee's prior written consent not unreasonably withheld. Sublessor, with respect to the Subleased Premises as Tenant obligations of Master Lessor under the Prime Lease. Subject to Section 17.05 of the Prime Master Lease, shall use Sublessor's good faith efforts to cause Master Lessor to perform such obligations for the benefit of Sublessee, however, nothing herein shall require Sublessor to incur any costs or expenses. Such good faith efforts shall furnish include: (a) upon Sublessee's written request, promptly notifying Master Lessor of its nonperformance under the Master Lease, and requesting that Master Lessor perform its obligations under the Master Lease; and (b) permitting Sublessee to commence a lawsuit or other action in Sublessor's name to obtain the Subleased Premises during performance required from Master Lessor under 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 Master Lease) and 8 a.m. until 3 p.m. on Saturdays. Landlord hereby represents ; provided, however, that as of the date hereofif Sublessee commences a lawsuit or other action, 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 Leasepay all costs and expenses incurred in connection therewith, which Section 19.09 is incorporated herein by reference under Article 7 of this Sublease. and Sublessee shall have the rightindemnify Sublessor against, at Sublessee’s sole cost and expensehold Sublessor harmless from, to exercise all costs and to enforce, expenses incurred by legal action, Sublessor 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 Premisesconnection therewith.

Sublessor’s Obligations. The Sublessor shall fully perform all of its obligations under the Master Lease to the extent Sublessee has not expressly agreed to perform such obligations under the Sublease. Sublessor shall not, in any manner that has a material adverse effect on Sublessee or that increases Sublessee’s obligations or limits Sublessee’s rights, amend, terminate or waive any provisions under the Master Lease or make any elections, exercise any right or remedy or give any consent or approval under the Master Lease without, in each instance, Sublessee’s prior written consent. Sublessor, with respect to the obligations of Lessor under the Master Lease that benefit Sublessee in a material way, shall use Sublessor’s diligent good faith efforts to cause Lessor to perform such obligations for the benefit of all repairsSublessee. Such diligent good faith efforts shall include, 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 without limitation: (i) upon Sublessee’s written request, Sublessor shall present to Landlordimmediately notifying Lessor of its nonperformance under the Master Lease, 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 requesting that Lessor 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 the Master Lease; and (ii) liability on the part of Sublessor, except in each case permitting Sublessee to the extent Sublessor is entitled to an abatement, diminution commence a lawsuit 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, other action in Sublessor’s name (if to obtain the performance required because of a lack of privity between Landlord and Sublessee) all of the rights available to Sublessor from Lessor under the Prime Lease to enforce the performance of the obligations of Landlord under the Prime Lease as applicable to the Subleased PremisesMaster Lease; provided, however, that 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’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 of all repairs, restorations, compliance with law and other requirements, materials and services to be (a) Except as specifically 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 no circumstances be obligated to make any repairs will not furnish or restorations, comply with any laws or other requirements or to supply any materials or services to bear 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 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 services, if any, and will not seek nor require Sublessor to provide or perform same, nor shall give rise Sublessee make any claim upon Sublessor for any failure to any perform such obligation of Landlord respecting such services. (b) Without limiting the generality of Section 9 (a) above, it is agreed that (i) abatement, diminution or reduction in Sublessee’s Sublessor'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 Sublessee hereunder with respect to the Subleased Leased 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 be no greater than Landlord's obligations to Sublessor under the Prime Lease with respect thereto; (ii) Sublessor shall be required to enforce perform its obligations to Sublessee hereunder with respect to the performance of Leased Premises only to the extent that Landlord has performed its similar obligations of 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 as applicable with respect thereto; and (iv) if Sublessee shall be entitled to recover damages from Sublessor for Sublessor's failure to perform its obligations to Sublessee hereunder with respect to the Subleased Leased Premises, it may so recover only to the extent that Sublessor has succeeded in recovering from Landlord for its failure to perform its similar obligations to Sublessor.

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.