Common use of PERFORMANCE BY SUBLESSOR Clause in Contracts

PERFORMANCE BY SUBLESSOR. Sublessee recognizes that Sublessor is not in a position to render any services or to perform any of the obligations required of Landlord under the terms of the Master Lease. Therefore, despite anything to the contrary contained in this Sublease, Sublessee agrees that performance by Sublessor of its obligations under this Sublease is conditioned upon performance by Landlord of its corresponding obligations under the Master Lease, and Sublessor will not be liable to Sublessee for any default of the Landlord under the Master Lease. Sublessor will exercise due diligence in attempting to cause Master Landlord to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, at the option of Master Landlord, this Sublease will terminate and the parties will be relieved of any further liability or obligation under this Sublease. However, if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease or the Master Lease, the defaulting party will be liable to the nondefaulting party for the damage suffered as a result of the termination. Regardless, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of this right by Sublessor will not constitute a default or breach.

PERFORMANCE BY SUBLESSOR. Signage Undertakings. Any obligation of Sublessor which is contained in this Sublease by incorporating the provisions of the Main Lease may be observed or performed by Sublessor using reasonable efforts to cause the landlord under the Main Lease to observe and/or perform the same, and Sublessor shall have a reasonable time to enforce its rights to cause such observance or performance. In the event Lessor, after notice and efforts by Sublessor hereunder, does not perform a material obligation and such failure of Lessor hereunder has a material adverse effect on the use and enjoyment of the Subleased Premises, Sublessor agrees at Sublessee's request, to commence legal action (the "Lessor Litigation") against Lessor seeking to cause such performance and obtain legal damages for Sublessee's benefit. If such failure affects only the Subleased Premises, Sublessee recognizes agrees to pay all reasonable costs and expenses associated with such legal action to Sublessor within ten (10) days of receipt of an invoice therefor. Otherwise, Sublessor shall share such costs and expenses in proportion to their proportionate square footage in the building. Sublessor promises to pay and perform all of its obligations under the Main Lease, and Sublessor shall not exercise any right that may reasonably be anticipated to adversely affect Sublessee's tenancy or rights under this Sublease without Sublessee's prior written consent, provided, however, that Sublessor is not in a position shall have no liability to render any services or Sublessee for the Lessor's failure to perform any of Lessor's obligation, except that Sublessor shall be obligated to use reasonable efforts, upon receipt of written request of Sublessee, to cause the obligations required of Landlord Lessor under the terms of the Master Lease. Therefore, despite anything Main Lease to the contrary contained in this Sublease, Sublessee agrees that performance by Sublessor of its obligations under this Sublease is conditioned upon performance by Landlord of its corresponding obligations under the Master Lease, and Sublessor will not be liable to Sublessee for any default of the Landlord under the Master Lease. Sublessor will exercise due diligence in attempting to cause Master Landlord to observe and/or perform its obligations under the Master Main Lease and to commence and pursue the Lessor Litigation, as set forth above. Sublessee shall not in any event have any rights in respect of the Subleased Premises greater than Sublessor's rights under the Main Lease. Except as specifically excluded herein, and subject to the terms of the Main Lease and the rights of the Lessor thereunder, Sublessee shall benefit from all the rights and privileges existing under the Main Lease in favor of "Lessee" to the extent such rights and privileges are applicable to the Subleased Premises, and Sublessor agrees to use its reasonable efforts to enforce such rights and privileges for the benefit of Sublessee. If Sublessor shall not be responsible for any failure or interruption; for any reason whatsoever (other than solely by reason of Sublessor's preference), of the Master Lease terminatesservices or facilities that are appurtenant to, or supplied at or to, the option Subleased Premises, including, without limitation, electricity, heat, air conditioning, water, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (a) abatement or reduction of Master Landlord, this Sublease will terminate and the parties will be relieved of any further liability or obligation Sublessee's obligations under this Sublease. However, if (b) constructive eviction, whether in whole or in part, or (c) liability on the Master Lease terminates as part of Sublessor, unless such failure or interruption is caused solely by Sublessor's negligence or a result of a breach or default or breach by Sublessor or Sublessee under this Sublease or the Master Main Lease, Sublessor represents that to its knowledge, without specific investigation or inquiry, the defaulting party will be liable heating, ventilating, and air-conditioning system serving the Subleased Premises "HVAC System") is in good working order. Sublessor agrees upon written notice from Sublessee to promptly bring to the nondefaulting party for the damage suffered as a result attention of the terminationLessor any defect, interruption in service, or other failure of the HVAC System and to use diligent efforts to cause Lessor to honor its obligations as to such HVAC System under the Main Lease. RegardlessSubject to the terms, if conditions and consents of the Master Main Lease gives Sublessor any and Lessor's expressed written consent, Sublessee, at Sublessee's sole cost, shall have the right to terminate install and maintain; one (1) eight foot (8') satellite dish in a location which is deemed acceptable to the Master Lease Lessor and all applicable government agencies. Sublessor agrees to use all diligent efforts to cause Lessor to provide graphics and signage space for Sublessee, on both the first and second floor lobbies, and on the "tombstone" sign in the event front of the partial or total damagebuilding, destruction, or condemnation of the Master Premises or the subject to Lessor's approval and existing building or project of which the Master Premises are a part, the exercise of this right by Sublessor will not constitute a default or breachstandards for such signage.

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

PERFORMANCE BY SUBLESSOR. Sublessee recognizes that Sublessor is not in a position to render Status of Master Landlord. Notwithstanding -------------------------------------------------- any services or to perform any of the obligations required of Landlord under the terms other provision of the Master Lease. Therefore, despite anything to the contrary contained in Lease or this Sublease, Sublessee acknowledges and agrees that performance by Sublessor of its obligations under this Sublease is conditioned in all cases upon Master Landlord's performance by Landlord of its corresponding obligations under the Master Lease, and performance by Master Landlord shall be deemed performance by Sublessor. Sublessor will does not assume the obligations of the Master Landlord under the Master Lease. Sublessor shall not be liable to Sublessee for any default or other failure of the Master Landlord under the Master Lease. Sublessor will exercise due diligence in attempting to cause Despite any default or other failure by Master Landlord to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, at the option of Master Landlord, this Sublease will terminate and the parties will be relieved of any further liability or obligation under this Sublease. However, if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease or the Master Lease, the defaulting party will be liable to the nondefaulting party for the damage suffered as a result of the termination. Regardlessthis Sublease shall remain in full force and effect, if the Master Lease gives Sublessor and Sublessee shall pay all Rent and other amounts due under this Sublease without any right to terminate the Master Lease abatement, deduction, counterclaim or offset; provided, however, that in the event Sublessor obtains a final judgment in its favor releasing Sublessor from paying rent under the Master Lease, then Sublessor shall rebate to Sublessee an amount equal to the portion of such released rent due to the partial Sublease Premises less a proportionate share of all costs and expenses related to obtaining such final judgment. With respect to work, services, repairs, repainting, restoration, the provision of utilities, elevator or total damage, destructionHVAC services, or condemnation the performance of other obligations required of Master Landlord under the Master Premises Lease, Sublessor's sole obligation with respect thereto shall be to request the same from Master Landlord, upon written request by Sublessee. Sublessee shall contact Master Landlord first to obtain the desired service or the building or project of which item and shall only contact Sublessor if Master Landlord fails to perform pursuant to the Master Premises are a part, the exercise of this right by Sublessor will not constitute a default or breachLease.