Common use of Performance of Master Lease Clause in Contracts

Performance of Master Lease. a. Subject to IDC’s performance under this Sublease, University hereby agrees to perform all of its obligations under the Master Lease as and when due (including payment of Base Rent and all other sums due under the Master Lease) and to keep the Master Lease in good standing. University shall provide IDC with copies of all notices received from Master Landlord under the Master Lease that pertain to the Sublease Premises or this Sublease or which could affect IDC, such as any notices of default from Master Landlord. b. University agrees that so long as IDC is not in default under this Sublease after notice and expiration of any applicable cure period, University will: (i) not affirmatively undertake any act or omission that will alter or impair IDC’s right of quiet enjoyment; (ii) pay rent to Master Landlord under the Master Lease; (iii) promptly deliver to IDC a copy of any and all notices relating to the Sublease Premises or which could affect IDC received by University from Master Landlord or otherwise delivered to University; (iv) not amend the Master Lease in a manner that would adversely affect IDC’s quiet enjoyment and use of the Sublease Premises without the prior written consent of IDC (which shall not be unreasonably withheld, delayed or conditioned); (v) not voluntarily terminate the Master Lease without the prior written consent of IDC (which may be withheld in IDC’s sole discretion), notwithstanding any termination right contained within the terms of the Master Lease; and (vi) upon IDC’s reasonable request and when required by this Sublease, the Master Lease or applicable law, take reasonable actions to promptly seek at IDC’s expense the consent, approval and/or cooperation of Master Landlord to any actions taken by IDC that are permitted under the terms of this Sublease including seeking consents and estoppels from Master Landlord in connection with any planned sub-subleases by IDC. c. University shall exercise reasonable efforts to obtain the performance of Master Landlord under the Master Lease for the benefit of IDC under this Sublease including operating services such as after-hours HVAC, maintenance and repairs; provided that IDC acknowledges that University shall have no liability to IDC for any failure of Master Landlord to perform as required under the Master Lease and IDC hereby waives and releases all claims against University with respect to the same. Upon IDC’s written request and provided that IDC is not in default under this Sublease after notice and expiration of any applicable cure period, University shall use reasonable efforts to enforce its rights under the Master Lease for IDC’s benefit, including without limitation, giving notices, claims and demands to and on Master Landlord; provided that IDC reimburses University for the reasonable costs that University reasonably incurs with respect to said efforts to the extent that they are primarily for IDC’s benefit and not also for the benefit of University with respect to the balance of the Premises.