WRITING).
(D)
THE RIGHTS GRANTED TO SUBLESSOR IN THIS
SECTION 30.2 SHALL BE CUMULATIVE OF EVERY OTHER RIGHT OR REMEDY PROVIDED IN THIS
SUBLEASE OR WHICH SUBLESSOR MAY OTHERWISE HAVE AT LAW OR IN EQUITY OR BY
STATUTE, AND THE EXERCISE OF ONE OR MORE RIGHTS OR REMEDIES SHALL NOT PREJUDICE
OR IMPAIR THE CONCURRENT OR SUBSEQUENT EXERCISE OF OTHER RIGHTS OR REMEDIES OR
CONSTITUTE A FORFEITURE OR WAIVER OF BASE RENT, ADDITIONAL RENT OR DAMAGES
ACCRUING TO SUBLESSOR BY REASON OF ANY EVENT OF DEFAULT.
31.
OBLIGATION TO MITIGATE.
NOTHING CONTAINED
IN THIS SUBLEASE WILL RELIEVE SUBLESSOR OF ANY OBLIGATION WHICH SUBLESSOR MAY
HAVE UNDER THE LAWS OF THE STATE OF CALIFORNIA TO MITIGATE ITS DAMAGES RESULTING
FROM AN EVENT OF DEFAULT.
32.
BROKERAGE COMMISSION.
SUBLESSOR SHALL BE
RESPONSIBLE FOR THE PAYMENT OF A REAL ESTATE BROKERAGE COMMISSION TO SUBLESSEE'S
BROKERS TRAMMELL CROW SERVICES, INC., DOING BUSINESS AS TRAMMELL CROW COMPANY
AND TO SUBLESSOR'S BROKERS COLLIERS INTERNATIONAL (COLLECTIVELY THE "BROKERS")
PURSUANT TO THE TERMS OF A SEPARATE WRITTEN AGREEMENT, A COPY OF WHICH SHALL BE
PROVIDED TO SUBLESSEE ("BROKERS AGREEMENT").
SUBLESSOR AND SUBLESSEE REPRESENT
AND WARRANT TO EACH OTHER THAT, WITH THE EXCEPTION OF BROKERS, NO BROKERS WERE
INVOLVED IN CONNECTION WITH THE NEGOTIATION OR CONSUMMATION OF THIS SUBLEASE.
EACH PARTY AGREES TO INDEMNIFY THE OTHER, AND HOLD IT HARMLESS, FROM AND AGAINST
ANY AND ALL CLAIMS, DAMAGES, LOSSES, EXPENSES AND LIABILITIES (INCLUDING
REASONABLE ATTORNEYS' FEES) INCURRED BY SAID PARTY AS A RESULT OF A BREACH OF
THIS REPRESENTATION AND WARRANTY BY THE OTHER PARTY AND SUBLESSOR AGREES TO
INDEMNIFY AND HOLD HARMLESS SUBLESSEE FROM AND AGAINST ANY AND ALL CLAIMS,
DAMAGES, LOSSES, EXPENSES AND LIABILITIES (INCLUDING REASONABLE ATTORNEYS' FEES)
INCURRED BY SUBLESSEE AS A RESULT OF A BREACH BY SUBLESSORS OF ITS OBLIGATIONS
UNDER THIS SECTION 32.
33.
SUBLESSOR DEFAULT.
IF SUBLESSOR FAILS TO
PAY TO SUBLESSEE WHEN DUE ANY SUM OF MONEY REQUIRED TO BE PAID BY SUBLESSOR TO
SUBLESSEE PURSUANT TO THE TERMS OF THIS SUBLEASE (A "SUBLESSOR MONETARY
DEFAULT") AND SUCH FAILURE CONTINUES FOR MORE THAN TEN (10) BUSINESS DAYS AFTER
SUBLESSEE GIVES SUBLESSOR WRITTEN NOTICE OF SUCH FAILURE, OR IF SUBLESSOR FAILS
TO PERFORM OR OBSERVE OR OTHERWISE BREACHES ANY OTHER TERM OF THIS SUBLEASE
(EACH, A "SUBLESSOR PERFORMANCE DEFAULT") AND SUCH FAILURE SHALL CONTINUE FOR
MORE THAN THIRTY (30) DAYS AFTER SUBLESSEE GIVES SUBLESSOR WRITTEN NOTICE OF
SUCH FAILURE, OR, IF SUCH OTHER FAILURE CANNOT BE CORRECTED WITHIN SUCH THIRTY
(30) DAY PERIOD, IF SUBLESSOR DOES NOT COMMENCE TO CORRECT SUCH DEFAULT WITHIN
SUCH THIRTY (30) DAY PERIOD AND THEREAFTER DILIGENTLY PROSECUTE THE CORRECTION
OF SAME TO COMPLETION WITHIN A REASONABLE TIME, A "SUBLESSOR EVENT OF DEFAULT"
SHALL EXIST UNDER THIS SUBLEASE.
UPON THE OCCURRENCE OF A SUBLESSOR EVENT OF
DEFAULT, SUBLESSEE MAY AT SUBLESSEE'S OPTION, EXERCISE ANY RIGHTS PROVIDED IN
SECTION 25 ABOVE.
34.
NOTICES.
ALL NOTICES AND DEMANDS THAT MAY
BE REQUIRED OR PERMITTED HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED GIVEN
UPON ACTUAL RECEIPT WITH PROOF THEREOF (OR