Common use of Compliance with Prime Lease Clause in Contracts

Compliance with Prime Lease. Sublessee shall neither do nor permit anything to be done which would cause the Prime Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Prime Lessor under the Prime Lease; provided, however, that this provision shall not require Sublessee to act or refrain from acting where otherwise permitted in this Sublease. Sublessee shall defend, indemnify and hold Sublessor harmless from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees) of any kind whatsoever by reason of any breach or default by Sublessee of this Section 13. Sublessor (i) shall not enter into any modification or amendment to the Prime Lease which will prevent or materially adversely affect the use by Sublessee of the Subleased Premises in accordance with the terms of this Sublease, or increase the obligations of Sublessee or decrease its rights under this Sublease in any other way materially adversely affecting Sublessee; and (ii) shall duly and fully keep, observe and perform each and every term, covenant, provision and condition on Sublessors’s part to be kept, observed and performed pursuant to the Prime Lease and not expressly assumed by Subtenant pursuant to this Sublease. Sublessor shall neither do nor permit anything to be done which would cause the Prime Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Prime Lessor under the Prime Lease; provided, however, that this provision shall not require Sublessor to act or refrain from acting where otherwise permitted in this Sublease. Sublessor shall defend, indemnify and hold Sublessee harmless from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees) of any kind whatsoever by reason of any breach or default by Sublessor of this Section 13. Sublessor agrees to forward to Sublessee, upon receipt thereof by Sublessor, a copy of each notice received by Sublessor in its capacity as Tenant under the Prime Lease affecting the Subleased Premises and/or Sublessee’s occupancy of the same.

Compliance with Prime Lease. Sublessee shall neither do nor permit anything a. This Sublease (including the length of the term hereof) is subject and subordinate to be done which would cause all terms, covenants and conditions of the Prime Lease, except to the extent they are inapplicable or modified by the provisions of this Sublease. Except to the extent inapplicable or modified, each and every term, covenant and condition of the Prime Lease which is binding or inuring to be terminated the benefit of the landlord thereunder shall, in respect of this Sublease, bind or forfeited by reason inure to the benefit of any right CardConnect, and each and every term, covenant and condition of termination the Prime Lease binding or forfeiture reserved inuring to the benefit of the tenant thereunder shall, in respect of this Sublease, bind or vested inure to the benefit of Subtenant, with the same force and effect as if such terms, covenants and conditions were completely set forth in Prime Lessor under this Sublease, and as if the words “Landlord” and “Tenant”, or words of similar import, wherever the same appear in the Prime Lease, were construed to mean, respectively, “CardConnect” and “Subtenant” as such terms are used in this Sublease, and as if the words “demised premises” or “Demised Premises” or “Premises” or words of similar import, wherever the same appear in the Prime Lease, were construed to mean “Subleased Premises” as defined in this Sublease, and as if the word “Lease”, or words of similar import, wherever the same appear in the Prime Lease were construed to mean this Sublease. Subtenant shall perform and observe and be bound by all of the terms, covenants and conditions of the Prime Lease with respect to the Subleased Premises; provided, however, that Subtenant shall have no obligation to make any payments directly to the Prime Landlord of rent, taxes, operating expenses or other amounts due by CardConnect under the Prime Lease except for utilities to the extent the same are payable by Subtenant as set forth above in Section 5. Without limiting the foregoing, the following provisions of the Prime Lease are expressly excluded from and are not incorporated into this provision Sublease: Basic Lease Provisions and Definition sections (H) and (J); Section 8(d), Section 12(g); Section 36; Section 42; Section 43; Section 45 and Section 46. b. CardConnect shall not require Sublessee terminate the Prime Lease during the Term except in the exercise of a contractual right of termination in the instance of damage by fire or other casualty or partial or total taking, unless arrangements are made for Subtenant to act or refrain from acting where otherwise permitted occupy the Subleased Premises on economic terms comparable to those provided in this Sublease. Sublessee CardConnect shall defend, indemnify comply with all of the terms and hold Sublessor harmless from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees) provisions of any kind whatsoever by reason of any breach or default by Sublessee of this Section 13. Sublessor (i) shall not enter into any modification or amendment to the Prime Lease as are in full force and effect during the Term. c. CardConnect shall not modify, amend or alter in any way any provision of the Prime Lease without the prior written consent of Subtenant, which consent shall not be unreasonably withheld, conditioned or delayed unless the modification, amendment or alteration will prevent increase Subtenant’s obligations under this Sublease or materially adversely affect decrease Subtenant’s rights under this Sublease, in which case such consent shall be given or withheld in Subtenant’s sole discretion. Notwithstanding the use by Sublessee foregoing, CardConnect may modify, amend or alter any provision of the Prime Lease that relates to a leased premises other than the Subleased Premises, or which relates to the Subleased Premises in accordance with provided it does not reduce Subtenant’s rights or increase its obligations under the terms of this Sublease, or increase without the obligations prior written consent of Sublessee or decrease its Subtenant. d. CardConnect and Subtenant hereby acknowledge and agree that Subtenant’s rights under this Sublease in any other way materially adversely affecting Sublessee; and (ii) shall duly and fully keep, observe and perform each and every term, covenant, provision and condition on Sublessors’s part to be kept, observed and performed pursuant to the Prime Lease and not expressly assumed by Subtenant pursuant to this Sublease. Sublessor Subleased Premises shall neither do nor permit anything to be done which would cause the Prime Lease to be terminated or forfeited by reason no greater than those of any right of termination or forfeiture reserved or vested in Prime Lessor Tenant under the Prime Lease; provided, however, that this provision shall not require Sublessor to act or refrain from acting where otherwise permitted in this Sublease. Sublessor shall defend, indemnify and hold Sublessee harmless from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees) of any kind whatsoever by reason of any breach or default by Sublessor of this Section 13. Sublessor agrees to forward to Sublessee, upon receipt thereof by Sublessor, a copy of each notice received by Sublessor in its capacity as Tenant under the Prime Lease affecting the Subleased Premises and/or Sublessee’s occupancy of the same.

Compliance with Prime Lease. (a) Sublessee shall neither do nor permit anything to be done which would cause the Prime Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Prime Lessor under the Prime Lease; provided, however, agrees that this provision shall not require Sublessee to act or refrain from acting where otherwise permitted in this Sublease. Sublessee shall defend, indemnify and hold Sublessor harmless from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees) of any kind whatsoever by reason of any breach or default by Sublessee of this Section 13. Sublessor (i) shall not enter into any modification or amendment to the Prime Lease which it will prevent or materially adversely affect the use by Sublessee of occupy the Subleased Premises in accordance with the terms of the Prime Lease and will not suffer to be done or omit to do any act which may result in a violation of or a default under any of the terms and conditions of the Prime Lease, or render Sublessor liable for any damage, charge or expense thereunder. Sublessee further covenants and agrees to indemnify Sublessor against and hold Sublessor harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (including attorneys' fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Sublessee's failure to perform or observe any of the terms and conditions of the Prime Lease or this Sublease. Any other provision in this Sublease to the contrary notwithstanding, in addition to the Base Rental and Costs, Sublessee shall pay to Sublessor as Rental hereunder, any and all sums which Sublessor may be required to pay the Prime Lessor arising out of, by reason of, or resulting from Sublessee's use or occupancy of the Subleased Premises, Sublessee's failure to perform or observe one or more of the terms and conditions of the Prime Lease or this Sublease, or increase arising out of a request by Sublessee for additional Building services from Prime Lessor (including, without limitation, charges associated with over standard electrical charges or extra janitorial services requested by Sublessee). (b) Sublessee agrees that Sublessor shall not be required to perform any of the covenants, agreements and/or obligations of Sublessee or decrease its rights Prime Lessor under this Sublease in any other way materially adversely affecting Sublessee; and (ii) shall duly and fully keep, observe and perform each and every term, covenant, provision and condition on Sublessors’s part to be kept, observed and performed pursuant to the Prime Lease and, insofar as any of the covenants, agreements and not expressly assumed obligations of Sublessor hereunder are required to be performed under the Prime Lease by Subtenant pursuant Prime Lessor thereunder, Sublessee acknowledges and agrees that Sublessor shall be entitled to this Subleaselook to Prime Lessor for such performance. Sublessor shall neither do nor permit anything have no obligation to be done which would cause perform any work or services in the Prime Lease Subleased Premises or to be terminated or forfeited by reason perform any other obligation of any right of termination or forfeiture reserved or vested in Prime Lessor under the Prime Lease. In no event shall Sublessor be liable for the non-performance of any obligation of the Prime Lessor tinder the Prime Lease, unless said non- performance was caused by or resulted from the actions of Sublessor. Subject to the other terms set forth below in this Section 6.4(b), Sublessor shall exercise due diligence and take such action as may reasonably be indicated under the circumstances, to secure such performance by Prime Lessor upon Sublessee's written notice to Sublessor and request therefor (hereinafter referred as a "Request for Prime Lessor's Performance") if Sublessor determines it is reasonable and appropriate to do so. Sublessee agrees that it shall be the responsibility of Prime Lessor to provide any such work and services and not that of Sublessor. Sublessee shall not have the right to require or obtain performance by Sublessor, and Sublessee shall have no claim against Sublessor by reason of Prime Lessor's failure or refusal to comply with any of the terms of the Prime Lease on its part to be performed. No such failure or refusal shall constitute an eviction, actual or constructive, and Sublessee shall not be entitled to cancel this Sublease or to any reduction or abatement of the rent reserved herein. It is further agreed that Sublessor shall join with Sublessee in any notice or demand that Prime Lessor perform and comply with its obligations under the Prime Lease and that Sublessor shall, at Sublessee's expense, cooperate generally with Sublessee in seeking such performance and compliance on the part of Prime Lessor; provided, however, that this provision Sublessor shall not require Sublessor be obligated to act commence any legal action or refrain from acting where otherwise permitted in proceeding against Prime Lessor unless (i) no default of Sublessee remains outstanding and uncured under this Sublease. Sublessor shall defend, indemnify (ii) Sublessee shall, in a written instrument acceptable to Sublessor, indemnify, defend and hold Sublessee Sublessor free and harmless of and from and against any and all claims, demands, actions, proceedings, suits, liabilities, losses, damages and judgments, expenses (including reasonable attorneys’ ' fees) and damages of any kind or nature whatsoever by reason of any breach which Sublessor may suffer or default by incur in connection with such legal action or proceeding, and (iii) Sublessee shall provide to Sublessor of this Section 13. such security for said indemnity as Sublessor agrees to forward to Sublessee, upon receipt thereof by Sublessor, a copy of each notice received by may in its sole and absolute discretion deem appropriate. (c) If Sublessee asks Sublessor in writing to request Prime Lessor to give its capacity as Tenant approval or consent under the Prime Lease affecting in any situation where such approval or consent is required hereunder or under the Prime Lease, Sublessor agrees to request such approval or consent from Prime Lessor. However, such request by Sublessor shall not be deemed to constitute the approval or consent of Sublessor in any situation where Sublessor's approval or consent is required hereunder or to impair, affect, waive or diminish in any way the right and ability of Sublessor or refuse to give its approval or consent, either prior to or subsequent to making such request. In making any such request of Prime Lessor, Sublessor shall be acting solely for Sublessee in order to satisfy any requirement of the Prime Lease that Sublessor request such consent from Prime Lessor. In all provisions of the Prime Lease (under the terms thereof and without regard to modification thereof for purposes of incorporation into this Sublease) requiring the approval or consent of Prime Lessor, Sublessee shall be required to obtain the approval or consent of Sublessor and Prime Lessor, and Sublessor shall not unreasonably withhold or delay its approval or consent; provided that if Prime Lessor shall have withheld its approval or consent in accordance with the Prime Lease, in any instance in which such approval or consent is so required, Sublessor's refusal to give its approval or consent in such instance shall not be deemed unreasonable. (d) If Sublessor receives the benefit of an abatement of the rental due under the Prime Lease with respect to the Subleased Premises and/or Sublessee’s occupancy under the terms of: (i) Section 10 of the samePrime Lease and Section 29 of the Addendum to the Prime Lease as a result of a destruction of all or part of the Subleased Premises; or (ii) Section 11 of the Prime Lease as a result of a condemnation of all or part of the Subleased Premises; then the Base Rental due under this Sublease shall xxxxx for the same period of time that the Prime Lessor abates Sublessor's Base Rental under the Prime Lease with respect to the Subleased Premises. Sublessee shall not receive any abatement pursuant to the terms of this Section 6.4(d) unless and until the Prime Lessor provides Sublessor an uncontested abatement under one of the above- referenced Sections with respect to the Subleased Premises. This Sublease shall terminate upon the termination of the Prime Lease pursuant to Sections 10 or 11 of the Prime Lease and Section 29 of the Addendum to the Prime Lease. Sublessee shall have no right to terminate this Sublease in the event of a destruction, casualty or a condemnation, taking by eminent domain or deed in lieu thereof, except upon termination of the Prime Lease with respect to the Subleased Premises pursuant to Sections 10 and/or 11 of the Prime Lease and/or Section 29 of the Addendum to the Prime Lease. Sublessor agrees not to itself unilaterally terminate the Prime Lease as it relates to the Subleased Premises, however, both Sublessor and Sublessee are subject to the Prime Lessor's rights to terminate the Prime Lease as provided in Sections 10 and 11 of the Prime Lease and Section 29 of the Addendum to the Prime Lease, or otherwise.

Compliance with Prime Lease. Except with respect to Sublessor's --------------------------- obligations to pay to Prime Lessor the rent due thereunder, Sublessee shall neither do nor permit anything hereby covenants and agrees to be done which would cause the Prime Lease comply with and perform all obligations of Sublessor to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Prime Lessor under the Prime Lease; provided, however, that this provision shall not require Sublessee Lease with respect to act or refrain from acting where otherwise permitted in the Premises and Sublessee's obligations under this Sublease, including, without limitation, all repair obligations, all insurance obligations, and all indemnification obligations of Sublessor thereunder. Sublessee agrees that whenever the consent of Prime Lessor is required under the terms of the Prime Lease with respect to any action, Sublessee shall defendobtain the consent of both Sublessor and Prime Lessor before taking such action, and whenever the Prime Lease requires Sublessor to indemnify Prime Lessor for any matter, to the extent the matter is applicable to the Premises and hold Sublessee's obligations under this Sublease, Sublessee's activities upon the Property or any obligations of Sublessee under this Sublease, Sublessee shall indemnify both Prime Lessor and Sublessor harmless from and against with respect to such matter. Sublessor agrees that except with respect to Section 6.01 below, where Sublessor's consent is required under this Sublease, such consent will not be unreasonably withheld. Sublessee agrees to deliver promptly to Sublessor copies of any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees) of any kind whatsoever by reason of any breach notices or default other correspondence received by Sublessee from Prime Lessor and further agrees, notwithstanding Section 9.04 of this Section 13. Sublease to the contrary, to so deliver same in the manner most appropriate to insure that Sublessor (i) shall not enter into will be able to respond to any modification of such notices or amendment to other correspondence from the Prime Lessor within any time period set forth in the Prime Lease which will prevent or materially adversely affect the use by Sublessee of the Subleased Premises in accordance with the terms of this Sublease, or increase the obligations of Sublessee or decrease its rights under this Sublease in any other way materially adversely affecting Sublessee; and (ii) shall duly and fully keep, observe and perform each and every term, covenant, provision and condition on Sublessors’s part to be kept, observed and performed pursuant to the Prime Lease and not expressly assumed by Subtenant pursuant to this Sublease. Sublessor shall neither do nor permit anything to be done which would cause the Prime Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Prime Lessor under the Prime Lease; provided, however, that this provision shall not require Sublessor to act or refrain from acting where otherwise permitted in this Sublease. Sublessor shall defend, indemnify and hold Sublessee harmless from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees) of any kind whatsoever by reason of any breach or default by Sublessor of this Section 13. Sublessor agrees to forward to Sublessee, upon receipt thereof by Sublessor, a copy of each notice received by Sublessor in its capacity as Tenant under the Prime Lease affecting the Subleased Premises and/or Sublessee’s occupancy of the samesuch notice.

Compliance with Prime Lease. Sublessee (i) Subtenant shall neither do nor permit anything to be done which would that could, after notice and failure to timely cure, if applicable, cause the Prime Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Prime Lessor under the Prime Lease as a result of a “Tenant” default under the Prime Lease; provided, however, that this provision shall not require Sublessee to act or refrain from acting where otherwise permitted in this Sublease. Sublessee and Subtenant shall defend, indemnify and hold Sublessor Sublandlord harmless from and against any and all liabilities, claims, liabilitiessuits, demands, judgments, costs, losses, damages interest and expenses (including including, without being limited to, reasonable attorneys’ feesfees and expenses) of any kind whatsoever by reason of any breach or default on the part of Subtenant by Sublessee reason of which the Prime Lease is or could be so terminated or forfeited. Subtenant covenants and agrees that Subtenant will not do anything that would constitute a default under the provisions of the Prime Lease or omit to do anything that Subtenant is obligated to do under the terms of this Section 13. Sublessor Sublease that would constitute a default under the Prime Lease. (ii) Sublandlord covenants and agrees that Sublandlord: (i) shall not enter into any modification or amendment cause all rent to be paid under the Prime Lease which will prevent or materially adversely affect as and when due and payable under the use by Sublessee of the Subleased Premises in accordance with the terms of this Sublease, or increase the obligations of Sublessee or decrease its rights under this Sublease in any other way materially adversely affecting SublesseePrime Lease; and (ii) shall duly and fully keep, observe and perform each the other terms, provisions, covenants and every term, covenant, provision and condition on Sublessors’s part to be kept, observed and performed pursuant to the Prime Lease and not expressly assumed by Subtenant pursuant to this Sublease. Sublessor shall neither do nor permit anything to be done which would cause conditions of the Prime Lease to be terminated observed and performed by Sublandlord, except and to the extent that such terms, provisions, covenants and conditions are assumed by Subtenant hereunder; (iii) shall not amend the Prime Lease in a manner adverse to Subtenant in any material respect; (iv) shall not knowingly take any action or forfeited by reason of knowingly fail to perform any right of termination act that results in a breach or forfeiture reserved or vested in Prime Lessor default under the Prime Lease; providedLease to the extent any such failure to perform such act adversely affects the rights of Subtenant under this Sublease, howeverincluding, that this provision shall not require Sublessor without limitation, the right of Subtenant to act receive all services, utilities, repairs and restorations to be provided by Landlord to Sublandlord under the Prime Lease with respect to the Subleased Premises or refrain from acting where otherwise permitted the ability of Subtenant to seek or obtain the approval or consent of Landlord or the right of Subtenant to use and occupy the Subleased Premises for the purposes set forth in this Sublease. Sublessor Sublandlord shall defendnot be deemed to have made any representation made by Landlord in any of the incorporated provisions. Should the Prime Lease expire or terminate during the Term for any reason, indemnify this Sublease shall terminate on the date of such expiration or termination of the Prime Lease, with the same force and hold Sublessee harmless from effect as if such expiration or termination date had been specified in this Sublease as the Termination Date and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees) Sublandlord shall have no liability to Subtenant in the event of any kind whatsoever such expiration or termination except to the extent such termination is solely and directly caused by reason an Event of any breach or default Default by Sublessor of this Section 13. Sublessor agrees to forward to Sublessee, upon receipt thereof by Sublessor, a copy of each notice received by Sublessor in its capacity as Tenant Sublandlord under the Prime Lease affecting the Subleased Premises and/or Sublessee’s occupancy of the samenot caused by a default by Subtenant hereunder.

Compliance with Prime Lease. (a) Sublessee shall neither do nor permit anything covenants and agrees in respect of Sublessee's use and occupancy of the Premises to assume, keep, perform, observe, comply with and be done which would cause bound by all of the terms, covenants, conditions and limitations on the part of the Sublessor in the Prime Lease to be terminated kept, performed, observed or forfeited by reason complied with (including the rules and regulations annexed thereto and such additional reasonable rules as Landlord may impose from time to time), except as to the payment of any right of termination rent or forfeiture reserved or vested in Prime Lessor under as expressly provided to the Prime Lease; provided, however, that this provision shall not require Sublessee to act or refrain from acting where otherwise permitted contrary in this Sublease. , and Sublessee shall defend, agrees to indemnify and hold save harmless Sublessor harmless from and against any and all claims, liabilities, losses, damages damages, costs, and expenses (including reasonable attorneys’ fees) of any kind whatsoever by reason of arising from or due to any breach or default by on the part of Sublessee in the performance or observance of any such term, covenants, condition, or limitation of the Prime Lease or possession or use of the Premises during the term of this Section 13Sublease. Except as expressly provided to the contrary herein, all rights, privileges, benefits, including any releases of liability, granted to the Landlord under the Prime Lease shall similarly extend to the Landlord and Sublessor (i) shall not enter into any modification or amendment under this Sublease, except as expressly provided to the contrary in this Sublease, all Articles of the Prime Lease which will prevent impose obligations upon Sublessor, or materially adversely affect which extend rights, privileges or benefits upon the use Landlord, are hereby incorporated by Sublessee reference and made a part of this Sublease as if the Subleased same were fully rewritten herein, and all references in said Articles to the Landlord, Sublessor, and Premises in accordance with or the terms lease shall be taken for the purpose of this Sublease, or increase the obligations of to refer to Sublessor and Sublessee or decrease its rights under this Sublease in any other way materially adversely affecting Sublessee; and (ii) shall duly and fully keepherein, observe and perform each and every term, covenant, provision and condition on Sublessors’s part to be kept, observed and performed pursuant to the Prime Lease premises herein identified. and not expressly assumed by Subtenant pursuant to this Sublease. (b) Sublessee shall provide proof of its insurance coverage listing both Sublessor and ProLogis Limited Partnership-I as additional insured. Sublessor Proof shall neither do nor permit anything be provided to be done which would cause the Prime Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Prime Lessor under the Prime Lease; provided, however, that this provision shall not require Sublessor to act or refrain from acting where otherwise permitted in this Sublease. Sublessor shall defend, indemnify and hold Sublessee harmless from and against any and all claims, liabilities, losses, damages and expenses both parties within ten (including reasonable attorneys’ fees10) of any kind whatsoever by reason of any breach or default by Sublessor of this Section 13. Sublessor agrees to forward to Sublessee, upon receipt thereof by Sublessor, a copy of each notice received by Sublessor in its capacity as Tenant under the Prime Lease affecting the Subleased Premises and/or Sublessee’s days after taking occupancy of the samePremises. In the event Sublessee fails to comply with its obligations hereunder for a period of thirty (30) days after written notice of such failure, Sublessor shall have the right to terminate this Agreement immediately.

Compliance with Prime Lease. Sublessee This Sublease is subject and subordinate to the Prime Lease. Except as may be inconsistent with the terms hereof, all the terms, covenants and conditions in the Prime Lease contained shall be applicable to this Sublease with the same force and effect as if Sublandlord were the Prime Lessor under the Prime Lease and Subtenant were the lessee thereunder. Subtenant shall neither do nor permit anything to be done which would cause the Prime Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in the Prime Lessor under the Prime Lease; provided, however, that this provision and Subtenant shall not require Sublessee to act or refrain from acting where otherwise permitted in this Sublease. Sublessee shall defend, indemnify and hold Sublessor Sublandlord harmless from and against any and all claims, liabilitiesdemands, losses, damages and expenses losses or liabilities (including reasonable attorneys’ attorney’s fees) of any kind whatsoever by reason of any breach failure by Subtenant to pay and perform all of the terms of, or default by Sublessee any violations of this Section 13. Sublessor (i) shall not enter into or noncompliance with any modification covenants or amendment to agreements in the Prime Lease which will prevent or materially adversely affect the use by Sublessee of the Subleased Premises in accordance Lease. Subtenant shall comply with the terms of this Sublease, or increase the all covenants and obligations of Sublessee or decrease its rights under this Sublease in any other way materially adversely affecting Sublessee; and (ii) shall duly and fully keep, observe and perform each and every term, covenant, provision and condition on Sublessors’s part to be kept, observed and performed imposed upon Sublandlord pursuant to the Prime Lease Lease. In addition to any other remedies contained herein, Sublandlord shall have all rights and not expressly assumed remedies as held by Subtenant pursuant to this Sublease. Sublessor shall neither do nor permit anything to be done which would cause the Prime Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Prime Lessor under the Prime Lease; provided, howeverat law, that this provision shall not require Sublessor to act or refrain from acting where otherwise permitted in this Sublease. Sublessor shall defend, indemnify and hold Sublessee harmless from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees) equity in the event of the breach of any kind whatsoever by reason provision of any breach or default by Sublessor of this Section 13. Sublessor agrees to forward to Sublessee, upon receipt thereof by Sublessor, a copy of each notice received by Sublessor in its capacity as Tenant under the Prime Lease affecting or this Sublease by Subtenant. Without limitation of any remedy otherwise available to Sublandlord, in the Subleased Premises and/or Sublessee’s occupancy event that Subtenant shall fail to perform such terms and conditions required of the samePrime Lease or this Sublease, or shall be in default thereunder or hereunder, Sublandlord shall have the right (but not the obligation) to make payment or to undertake such performance or to effect the cure of such default. The amount of such payment or the cost of such performance shall be treated as a sum of money advanced by Sublandlord to Subtenant and shall be repayable by Subtenant upon demand thereof by Sublandlord.]

Compliance with Prime Lease. Sublessee shall neither do nor permit anything to be done which would cause the Prime Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Prime Lessor under the Prime Lease; provided, however, that this provision shall not require Sublessee to act or refrain from acting where otherwise permitted in this Sublease. and Sublessee shall defend, indemnify and hold Sublessor harmless from and against any and all liability, claims, liabilitiessuits, demands, judgments, costs, losses, damages interest and expenses (including including, without being limited to, reasonable attorneys’ feesfees and expenses) of any kind whatsoever by reason of any breach or default on the part of Sublessee by Sublessee reason of this Section 13. Sublessor (i) shall not enter into any modification or amendment to which the Prime Lease may be terminated or forfeited. Sublessee covenants and agrees that Sublessee will not do anything which will prevent or materially adversely affect would constitute a default under the use by Sublessee provisions of the Subleased Premises in accordance with Prime Lease or omit to do anything which Sublessee is obligated to do under the terms of this Sublease, that would constitute a default under the Prime Lease. Sublessor covenants and agrees that Sublessor will not do anything which would constitute a default (beyond any applicable grace or cure period under the Prime Lease) under the provisions of the Prime Lease or omit to do anything which Sublessor is obligated to do under the terms of this Sublease (beyond any applicable grace or cure period), which omission would constitute a default under the Prime Lease nor shall Sublessor voluntarily surrender or terminate the Prime Lease (except pursuant to the express provisions thereof or Paragraph 21 hereof), nor shall Sublessor agree to modify or amend the Prime Lease in any way that will reduce the rights or increase the obligations of Sublessee or decrease its rights under this Sublease in any other way materially adversely affecting Sublessee; and (ii) shall duly and fully keep, observe and perform each and every term, covenant, provision and condition on Sublessors’s part to be kept, observed and performed pursuant to the Prime Lease and not expressly assumed by Subtenant pursuant to this Sublease. Sublessor shall neither do nor permit anything to be done which would cause the Prime Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Prime Lessor under the Prime Lease; provided, however, that this provision shall not require Sublessor to act or refrain from acting where otherwise permitted in this Sublease. Sublessor shall defend, indemnify and hold Sublessee harmless from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees) of any kind whatsoever by reason of any breach or default by Sublessor of this Section 13. Sublessor agrees to forward to Sublessee, upon receipt thereof by Sublessor, a copy of each notice received by Sublessor in its capacity as Tenant under the Prime Lease affecting the Subleased Premises and/or Sublessee’s occupancy of the same.

Compliance with Prime Lease. Sublessee shall neither do nor permit anything to be done which would cause the Prime Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Prime Lessor under the Prime Lease; provided, however, that this provision shall not require Sublessee to act or refrain from acting where otherwise permitted in this Sublease. and Sublessee shall defend, indemnify and hold Sublessor harmless from and against any and all liability, claims, liabilitiessuits, demands, judgments, costs, losses, damages interest and expenses (including including, without being limited to, reasonable attorneys’ fees' fees and expenses) of any kind whatsoever by reason of any breach or default on the part of Sublessee by Sublessee reason of this Section 13. Sublessor (i) shall not enter into any modification or amendment to which the Prime Lease may be terminated or forfeited. Sublessee covenants and agrees that Sublessee will not do anything which will prevent or materially adversely affect would constitute a default under the use by Sublessee provisions of the Subleased Premises in accordance with Prime Lease or omit to do anything which Sublessee is obligated to do under the terms of this Sublease, that would constitute a default under the Prime Lease. Sublessor covenants and agrees that Sublessor will not do anything which would constitute a default (beyond any applicable grace or cure period under the Prime Lease) under the provisions of the Prime Lease or omit to do anything which Sublessor is obligated to do under the terms of this Sublease (beyond any applicable grace or cure period), which omission would constitute a default under the Prime Lease nor shall Sublessor voluntarily surrender or terminate the Prime Lease (except pursuant to the express provisions thereof or Paragraph 21 hereof), nor shall Sublessor agree to modify or amend the Prime Lease in any way that will reduce the rights or increase the obligations of Sublessee or decrease its rights under this Sublease in any other way materially adversely affecting Sublessee; and (ii) shall duly and fully keep, observe and perform each and every term, covenant, provision and condition on Sublessors’s part to be kept, observed and performed pursuant to the Prime Lease and not expressly assumed by Subtenant pursuant to this Sublease. Sublessor shall neither do nor permit anything to be done which would cause the Prime Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Prime Lessor under the Prime Lease; provided, however, that this provision shall not require Sublessor to act or refrain from acting where otherwise permitted in this Sublease. Sublessor shall defend, indemnify and hold Sublessee harmless from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees) of any kind whatsoever by reason of any breach or default by Sublessor of this Section 13. Sublessor agrees to forward to Sublessee, upon receipt thereof by Sublessor, a copy of each notice received by Sublessor in its capacity as Tenant under the Prime Lease affecting the Subleased Premises and/or Sublessee’s occupancy of the same.

Compliance with Prime Lease. Sublessee shall neither do nor permit anything to be done which would cause Subtenant covenants and agrees that Subtenant will not (beyond any applicable grace or cure period under the Prime Lease incorporated by reference herein) do anything which would constitute a default under the provisions of the Prime Lease or omit to be terminated do anything Subtenant is obligated to do under the terms of this Sublease (beyond any applicable grace or forfeited cure period under the Prime Lease as incorporated by reason of any right of termination or forfeiture reserved or vested in Prime Lessor reference herein), which omission would constitute a default under the Prime Lease; provided, however, . Sublandlord covenants and agrees that this provision shall Sublandlord will not require Sublessee do anything which would constitute a default (beyond any applicable grace or cure period under the Prime Lease) under the provisions of the Prime Lease or omit to act or refrain from acting where otherwise permitted in this Sublease. Sublessee shall defend, indemnify and hold Sublessor harmless from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees) of any kind whatsoever by reason of any breach or default by Sublessee do anything Sublandlord is obligated to do under the terms of this Section 13. Sublessor Sublease (ibeyond any applicable grace or cure period under the Prime Lease) which omission would constitute a default under the Prime Lease nor shall not enter into any modification Sublandlord voluntarily surrender or amendment terminate the Prime Lease (except as permitted pursuant to the Prime Lease which in the event of casualty or eminent domain), nor shall it agree to modify or amend the Prime Lease in any way that will prevent or materially adversely affect reduce the use by Sublessee of the Subleased Premises in accordance with the terms of this Sublease, rights or increase the obligations of Sublessee or decrease its rights Subtenant under this Sublease in any material respect. Sublandlord shall promptly provide Subtenant with a copy of any notice of default Sublandlord receives from Prime Landlord under the Prime Lease, and any other way materially adversely affecting Sublessee; notice from Prime Landlord which relates to or effects the Subleased Premises. Sublandlord agrees that Subtenant shall have the rights to (i) cure any Sublandlord default under the Prime Lease upon five (5) days prior written notice to Sublandlord (except in the case of an emergency, as to which Subtenant shall advise Sublandlord by telephonic notice at the time of such cure), and (ii) shall duly offset against Rent otherwise from time to time payable hereunder all costs and fully keep, observe and perform each and every term, covenant, provision and condition on Sublessors’s part to be kept, observed and performed pursuant to the Prime Lease and not expressly assumed by expenses that Subtenant pursuant to this Sublease. Sublessor shall neither do nor permit anything to be done which would cause the Prime Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested reasonably incurs in Prime Lessor curing such Sublandlord default under the Prime Lease; provided, however, that this provision shall not require Sublessor to act or refrain from acting where otherwise permitted in this Sublease. Sublessor shall defend, indemnify and hold Sublessee harmless from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees) of any kind whatsoever by reason of any breach or default by Sublessor of this Section 13. Sublessor agrees to forward to Sublessee, upon receipt thereof by Sublessor, a copy of each notice received by Sublessor in its capacity as Tenant under the Prime Lease affecting the Subleased Premises and/or Sublessee’s occupancy of the same.

Compliance with Prime Lease. Sublessee shall neither do nor permit anything to be done which would cause the Prime Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Prime Lessor under the Prime Lease; provided, however, that this provision shall not require Sublessee to act or refrain from acting where otherwise permitted in this Sublease. and Sublessee shall defendprotect, defend (with counsel reasonably approved by Sublessor), indemnify and hold Sublessor harmless from and against any and all claims, liabilitiesliability, lossesloss, damages damage and expenses expense (including reasonable attorneys’ ' fees) of any kind whatsoever by reason of any breach action or default inaction on the part of Sublessee by Sublessee reason of this Section 13. Sublessor (i) shall not enter into any modification or amendment to which the Prime Lease which will prevent may be terminated or materially adversely affect the use by forfeited. Provided Sublessee of the Subleased Premises in accordance complies with the terms of this Sublease, or increase the obligations of Sublessee or decrease its rights under this Sublease in any other way materially adversely affecting Sublessee; and (ii) shall duly and fully keep, observe and perform each and every term, covenant, provision and condition on Sublessors’s part to be kept, observed and performed pursuant to the Prime Lease and not expressly assumed by Subtenant pursuant to this Sublease. Sublessor shall neither not do nor anything, and Sublessor shall make reasonable efforts not to permit anything to be done by third parties (including, without limitation, by any other assignee or Sublessee of Sublessor), which would cause the Prime Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Prime Lessor under the Prime Lease; provided, howeverand, that this provision shall not require Sublessor to act or refrain from acting where otherwise permitted in provided Sublessee complies with the terms of this Sublease. , Sublessor shall defendprotect, defend (with counsel reasonably approved by Sublessee), indemnify and hold Sublessee harmless from and against any and all claims, liabilitiesliability, lossesloss, damages damage and expenses expense (including reasonable attorneys’ ' fees) of any kind whatsoever by reason of any breach action or inaction on the part of Sublessor (and/or by any other assignee or Sublessee of Sublessor to the extent Sublessor has not made reasonable efforts as provided above) by reason of which the Prime Lease may be terminated or forfeited. Sublessee and Sublessor each hereby covenants and agrees that it will not do or omit to do anything which would constitute a default by Sublessor under the provisions of the Prime Lease (provided in the case of Sublessor, Sublease has complied with the terms of this Section 13. Sublessor agrees Sublease) or omit to forward do anything which it is obligated to Sublesseedo under the terms of this Sublease, upon receipt thereof by Sublessor, which would constitute a copy of each notice received by Sublessor in its capacity as Tenant default under the Prime Lease affecting the Subleased Premises and/or Sublessee’s occupancy of the sameLease.

Compliance with Prime Lease. Sublessee Landlord represents that the Prime Lease is in full force and effect and that Landlord has received no notice of default on its part as tenant under the Prime Lease, nor does the Landlord know of any default existing under the Prime Lease as of the date of the execution of this Sublease. Tenant represents that it has read and is familiar with the terms of the Prime Lease. Tenant shall neither do nor permit anything to be done which would cause the Prime Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Prime Lessor the lessor under the Prime Lease; provided, however, that this provision and Tenant shall not require Sublessee to act or refrain from acting where otherwise permitted in this Sublease. Sublessee shall defend, indemnify and hold Sublessor Landlord harmless from and against any and all claimsliability, liabilitiesjudgment, lossescosts, damages and expenses (including reasonable attorneys’ fees) demand or claims of any kind whatsoever including reasonable attorney fees by reason of any breach or default on the part of Tenant by Sublessee reason of this Section 13. Sublessor (i) shall not enter into any modification or amendment to which the Prime Lease which will prevent may be terminated or materially adversely affect forfeited. Further, Tenant assumes and agrees to perform the use by Sublessee of Lessee's obligations under the Prime Lease during the Sublease Term to the extent that such obligations are applicable to the Subleased Premises Premises, except that the obligation to pay rent and other sums to Prime Landlord under the Prime Lease shall be considered performed by Tenant to the extent rent and other sums are paid by Tenant to Landlord in accordance with the terms provisions of this Sublease, or increase the . Landlord shall exercise best efforts to cause Prime Landlord to perform its obligations of Sublessee or decrease its rights under this Sublease in any other way materially adversely affecting Sublessee; and (ii) shall duly and fully keep, observe and perform each and every term, covenant, provision and condition on Sublessors’s part to be kept, observed and performed pursuant to the Prime Lease and not expressly assumed by Subtenant pursuant to this Sublease. Sublessor shall neither do nor permit anything to be done which would cause the Prime Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Prime Lessor under the Prime Lease; provided, however, that this provision shall not require Sublessor to act or refrain from acting where otherwise permitted in this Sublease. Sublessor shall defend, indemnify and hold Sublessee harmless from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees) of any kind whatsoever by reason of any breach or default by Sublessor of this Section 13. Sublessor agrees to forward to Sublessee, upon receipt thereof by Sublessor, a copy of each notice received by Sublessor in its capacity as Tenant under the Prime Lease affecting for the benefit of Tenant. If the Prime Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Prime Lease terminates as a result of a default or breach by Landlord or Tenant under this Sublease and/or the Prime Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Prime Lease gives Landlord any right to terminate the Prime Lease in the event of the partial or total damage, destruction, or condemnation of the Subleased Premises, the Premises, or the Building of which the Subleased Premises and/or Sublessee’s occupancy or Premises are a part, the exercise of the samesuch right by Landlord shall not constitute a default or breach hereunder.

Compliance with Prime Lease. Sublessee shall neither do nor permit anything to be done which would that could, after notice and failure to timely cure, if applicable, cause the Prime Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Prime Lessor under the Prime Lease as a result of a “Tenant” default under the Prime Lease; provided, howeverand without limitation of any other indemnification or hold harmless obligation, that this provision shall not require Sublessee to act or refrain from acting where otherwise permitted in this Sublease. Sublessee shall defend, indemnify and hold Sublessor and its agents, employees, officers and contractors harmless from and against any and all liabilities, claims, liabilitiessuits, demands, judgments, costs, losses, damages interest and expenses (including including, without being limited to, reasonable attorneys’ feesfees and expenses) of any kind whatsoever by reason of any breach or default on the part of Sublessee under the Prime Lease, or by Sublessee any other act, omission, condition or circumstance by reason of this Section 13. Sublessor (i) shall not enter into any modification or amendment to which the Prime Lease is or could be so terminated or forfeited. Subject to Section 10(c) above, to the extent that Sublessor is entitled under the Prime Lease to receive notice from Prime Lessor of any breach, default or other non-compliance, Sublessee shall be entitled to notice from Sublessor with respect to any breach, default or other non-compliance on the part of Sublessee. Sublessor agrees to give Sublessee prompt notice of any liability, claim, etc. to which the foregoing indemnity applies and the right to defend same with counsel reasonably acceptable to Sublessor. Sublessee covenants that Sublessee will prevent not do anything that could constitute a breach or materially adversely affect default under the use by Sublessee provisions of the Subleased Premises in accordance with Prime Lease, or omit to do anything that Sublessee is obligated to do under the terms of this Sublease, Sublease that could constitute a breach or increase the obligations of Sublessee or decrease its rights under this Sublease in any other way materially adversely affecting Sublessee; and (ii) shall duly and fully keep, observe and perform each and every term, covenant, provision and condition on Sublessors’s part to be kept, observed and performed pursuant to the Prime Lease and not expressly assumed by Subtenant pursuant to this Sublease. Sublessor shall neither do nor permit anything to be done which would cause the Prime Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Prime Lessor default under the Prime Lease; provided, however, that this provision shall not require Sublessor to act or refrain from acting where otherwise permitted in this Sublease. Sublessor shall defend, indemnify and hold Sublessee harmless from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees) of any kind whatsoever by reason of any breach or default by Sublessor of this Section 13. Sublessor agrees to forward to Sublessee, upon receipt thereof by Sublessor, a copy of each notice received by Sublessor in its capacity as Tenant under the Prime Lease affecting the Subleased Premises and/or Sublessee’s occupancy of the same.