SUBLANDLORD UNDER THE MASTER LEASE SHALL BE DONE OR PERFORMED BY
SUBTENANT WITH RESPECT TO THE SUBLEASE PREMISES, EXCEPT AS OTHERWISE PROVIDED BY
THIS SUBLEASE, AND SUBTENANT'S OBLIGATIONS SHALL RUN TO SUBLANDLORD AND LANDLORD
AS SUBLANDLORD MAY DETERMINE TO BE APPROPRIATE OR BE REQUIRED BY THE RESPECTIVE
INTERESTS OF SUBLANDLORD AND LANDLORD.
SUBTENANT AGREES TO INDEMNIFY
SUBLANDLORD, AND HOLD IT HARMLESS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES,
LOSSES, EXPENSES AND LIABILITIES (INCLUDING REASONABLE ATTORNEYS' FEES) INCURRED
AS A RESULT OF THE NON-PERFORMANCE, NON-OBSERVANCE OR NON-PAYMENT OF ANY OF
SUBLANDLORD'S OBLIGATIONS UNDER THE MASTER LEASE WHICH, AS A RESULT OF THIS
SUBLEASE, BECAME AN OBLIGATION OF SUBTENANT.
IF SUBTENANT MAKES ANY PAYMENT TO
SUBLANDLORD PURSUANT TO THIS INDEMNITY, SUBTENANT SHALL BE SUBROGATED TO THE
RIGHTS OF SUBLANDLORD CONCERNING SAID PAYMENT.
SUBTENANT SHALL NOT DO, NOR
PERMIT TO BE DONE, ANY ACT OR THING WHICH IS, OR WITH NOTICE OR THE PASSAGE OF
TIME WOULD BE, A DEFAULT UNDER THIS SUBLEASE OR THE MASTER LEASE.
10.
SUBLANDLORD'S OBLIGATIONS.
SUBLANDLORD COVENANTS AND AGREES THAT ALL
OBLIGATIONS OF SUBLANDLORD UNDER THE MASTER LEASE, OTHER THAN THOSE WHICH ARE TO
BE DONE OR PERFORMED BY SUBTENANT, WITH RESPECT TO THE SUBLEASE PREMISES SHALL
BE DONE OR PERFORMED BY SUBLANDLORD.
SUBLANDLORD AGREES THAT SUBTENANT SHALL BE
ENTITLED TO RECEIVE ALL SERVICES AND REPAIRS TO BE PROVIDED BY LANDLORD TO
SUBLANDLORD UNDER THE MASTER LEASE.
SUBTENANT SHALL LOOK SOLELY TO LANDLORD FOR
ALL SUCH SERVICES AND SHALL NOT, UNDER ANY CIRCUMSTANCES, SEEK NOR REQUIRE
SUBLANDLORD TO PERFORM ANY OF SUCH SERVICES, NOR SHALL SUBTENANT MAKE ANY CLAIM
UPON SUBLANDLORD FOR ANY DAMAGES WHICH MAY ARISE BY REASON OF LANDLORD'S DEFAULT
UNDER THE MASTER LEASE; PROVIDED, HOWEVER, SUBLANDLORD SHALL PROVIDE ALL
NECESSARY ASSISTANCE AND COOPERATION TO SUBTENANT (AT NO MATERIAL COST OR
LIABILITY TO SUBLANDLORD) TO ENFORCE SUBLANDLORD'S RIGHTS UNDER THE MASTER LEASE
TO COMPEL PERFORMANCE BY LANDLORD WITH RESPECT TO SUCH SERVICES OR REPAIRS TO
WHICH SUBTENANT IS ENTITLED.
ANY CONDITION RESULTING FROM A DEFAULT BY LANDLORD
SHALL NOT CONSTITUTE, AS BETWEEN SUBLANDLORD AND SUBTENANT, AN EVICTION, ACTUAL
OR CONSTRUCTIVE, OF SUBTENANT AND NO SUCH DEFAULT SHALL EXCUSE SUBTENANT FROM
THE PERFORMANCE OR OBSERVANCE OF ANY OF ITS OBLIGATIONS TO BE PERFORMED OR
OBSERVED UNDER THIS SUBLEASE, OR ENTITLE SUBTENANT TO RECEIVE ANY REDUCTION IN
OR ABATEMENT OF THE RENT PROVIDED FOR IN THIS SUBLEASE UNLESS AND TO THE EXTENT
SUBLANDLORD IS EXCUSED FROM PERFORMANCE, OR ENTITLED TO A REDUCTION OR ABATEMENT
OF ITS RENTAL OBLIGATIONS TO LANDLORD UNDER THE MASTER LEASE ALSO.
IN
FURTHERANCE OF THE FOREGOING, SUBTENANT DOES HEREBY WAIVE ANY CAUSE OF ACTION
AND ANY RIGHT TO BRING ANY ACTION AGAINST SUBLANDLORD BY REASON OF ANY ACT OR
OMISSION OF LANDLORD UNDER THE MASTER LEASE, SUBJECT TO THE RIGHT OF ASSISTANCE
AND COOPERATION FROM SUBLANDLORD DESCRIBED ABOVE.
SUBLANDLORD COVENANTS AND
AGREES WITH SUBTENANT THAT SUBLANDLORD WILL PAY ALL FIXED RENT AND ADDITIONAL
RENT PAYABLE BY SUBLANDLORD PURSUANT TO THE MASTER LEASE TO THE EXTENT THAT
FAILURE TO PERFORM THE SAME WOULD ADVERSELY