Common use of Enforcement of Prime Lease Clause in Contracts

Enforcement of Prime Lease. If Prime Landlord shall default in any of its obligations to Sublandlord with respect to the Premises, Sublandlord shall not, except as and to the extent hereinafter set forth, be obligated to bring any action or proceeding or to take any steps to enforce Sublandlord's rights against Prime Landlord other than, upon the written request of Subtenant, making a demand upon Prime Landlord to perform its obligations under the Prime Lease with respect to the Premises. If following the making of such demand and the expiration of any applicable grace period granted to Prime Landlord under the Prime Lease, Prime Landlord shall fail to perform its obligations under the Prime Lease, then Subtenant shall have the right to take such action in its own name. If (a) any such action against Prime Landlord in Subtenant's name is barred by reason of lack of privity, non-assignability or otherwise, and (b) the failure of Prime Landlord to perform its obligations under the Prime Lease has, or may have, a materially adverse affect upon the Premises or Subtenant's permitted use thereof, then subject to and upon the following terms, Subtenant may bring such action in Sublandlord's name and Sublandlord shall execute all documents reasonably required in connection therewith, provided (i) the same is without cost and expense to Sublandlord, (ii) Subtenant agrees to indemnify Sublandlord against all liability for damages, interest, penalties and expenses (including reasonable attorneys' fees and expenses) resulting from or incurred in connection with such contest; (iii) Subtenant is not in default hereunder, and (iv) Subtenant shall furnish to Sublandlord a cash deposit or other security in amount, form and substance reasonably satisfactory to Sublandlord securing Sublandlord against all liability for damages, interest, penalties and expenses (including reasonable attorneys' fees and expenses) resulting from or incurred in connection with such contest.

Enforcement of Prime Lease. B. If Prime Landlord shall default in any of its obligations to Sublandlord with respect to the Sublease Premises, Sublandlord shall notuse its best efforts to enforce its rights against Prime Landlord, except as and Subtenant shall be entitled to participate with Sublandlord in the extent hereinafter set forthenforcement of Sublandlord's rights against Prime Landlord. If, be obligated to bring any action after written requests from Subtenant, Sublandlord shall fail or proceeding or refuse within ten (10) days thereafter to take any steps to enforce appropriate action for the enforcement of Sublandlord's rights against Prime Landlord other than, upon the written request of Subtenant, making a demand upon Prime Landlord to perform its obligations under the Prime Lease with respect to the Sublease Premises. If following the making of such demand and the expiration of any applicable grace period granted to Prime Landlord under the Prime Lease, Prime Landlord shall fail to perform its obligations under the Prime Lease, then Subtenant shall have the right to take such action in its own name, and for that purpose and only to such extent, all of the rights of Sublandlord under the Prime Lease with respect to the Sublease Premises are hereby conferred upon and assigned to Subtenant. If (a) Sublandlord agrees to cooperate with Subtenant in connection with the enforcement by Subtenant of such rights. In the event that any such action against Prime Landlord can only be taken in SubtenantSublandlord's name is barred by reason of lack of privity, non-assignability or otherwise, and (b) the failure of Sublandlord shall permit Subtenant to take such action against Prime Landlord to perform its obligations under the Prime Lease has, or may have, a materially adverse affect upon the Premises or Subtenant's permitted use thereof, then subject to and upon the following terms, Subtenant may bring such action in Sublandlord's name own name, at the sole cost and expense of Subtenant (including all attorneys' fees and disbursements), and Sublandlord shall execute all documents reasonably required in connection therewith, provided (i) the same is without cost and expense to Sublandlord, (ii) Subtenant agrees to indemnify Sublandlord against all liability for damages, interest, penalties and expenses (including reasonable attorneys' fees and expenses) resulting from or incurred in connection with such contest; (iii) Subtenant is not in default hereunder, and (iv) Subtenant shall furnish to Sublandlord a cash deposit or other security in amount, form and substance reasonably satisfactory to Sublandlord securing Sublandlord against all liability for damages, interest, penalties and expenses (including reasonable attorneys' fees and expenses) resulting from or incurred in connection with such contest.

Enforcement of Prime Lease. If the Prime Landlord shall default in any of its obligations to Sublandlord with respect to the Premises, Sublandlord shall not, except as and to the extent hereinafter set forth, be obligated to bring any action or proceeding or to take any steps to enforce Sublandlord's ’s rights against Prime Landlord other than, upon the written request of Subtenant, making a demand upon the Prime Landlord to perform its obligations under the Prime Lease with respect to the Premises. If following the making of such demand and the expiration of any applicable grace period granted to Prime Landlord under the Prime Lease, Prime Landlord shall fail to perform its obligations under the Lease, or Sublandlord shall fail or refuse to take appropriate action for the enforcement of Sublandlord’s rights against Prime LeaseLandlord with respect to the Premises within a reasonable period of time (considering, inter alia, the nature of Prime Landlord’s default), then Subtenant shall have the right to take such action in its own name, and for that purpose and only to such extent, all of the rights of Sublandlord under the Lease hereby are conferred upon and assigned to Subtenant and Subtenant hereby is subrogated to such rights to the extent that the same shall apply to the Premises. If (a) any such action against the Prime Landlord in Subtenant's ’s name is barred by reason of lack of privity, non-assignability or otherwise, and (b) the failure of Prime Landlord to perform its obligations under the Prime Lease has, or may have, a materially an adverse affect effect upon the Premises or Subtenant's ’s permitted use thereof, then subject to and upon the following terms, Subtenant may bring such action in Sublandlord's ’s name and Sublandlord shall execute all documents reasonably required in connection therewith, provided (i) the same is without cost and expense to Sublandlord, (ii) Subtenant agrees shall provide the indemnification to indemnify Sublandlord against all liability for damagesrequired pursuant to Section 13 hereof, interest, penalties and expenses (including reasonable attorneys' fees and expenses) resulting from or incurred in connection with such contest; (iii) Subtenant is not in default hereunderhereunder beyond applicable notice and cure periods, and (iv) Subtenant shall furnish use legal counsel reasonably acceptable to Sublandlord a cash deposit and all documents or other security in amountfilings shall be subject to Sublandlord’s approval and (v) Subtenant has obtained the prior written consent of Sublandlord, form and substance reasonably satisfactory to Sublandlord securing Sublandlord against all liability for damageswhich consent shall not be unreasonably withheld, interestconditioned, penalties and expenses (including reasonable attorneys' fees and expenses) resulting from or incurred in connection with such contestdelayed.

Enforcement of Prime Lease. If the Prime Landlord shall default in any of its obligations to Sublandlord with respect to the Premises, Sublandlord shall not, except as and to the extent hereinafter set forth, be obligated to bring any action or proceeding or to take any steps to enforce Sublandlord's rights against Prime Landlord other than, upon the written request of Subtenant, making a demand upon the Prime Landlord to perform its obligations under the Prime Lease with respect to the Premises. If following the making of such demand and the expiration of any applicable grace period granted to the Prime Landlord under the Prime Lease, the Prime Landlord shall fail to perform its obligations under the Prime prime Lease, then Subtenant shall have the right to take such action in its own name. If (a) any such action against the Prime Landlord in Subtenant's name is barred by reason of lack of privity, non-assignability or otherwise, and (b) the failure of Prime Landlord to perform its obligations under the Prime Lease has, or may have, a materially an adverse affect upon the Premises or Subtenant's permitted use thereof, then subject to and upon the following terms, Subtenant may bring such action in Sublandlord's name and Sublandlord shall execute all documents reasonably required in connection therewith, provided (i) the same is without cost and expense to Sublandlord, (ii) Subtenant agrees to shall indemnify Sublandlord against all liability for damages, interest, penalties and expenses (including reasonable attorneys' fees and expenses) resulting from or incurred in connection with such contestaction; and (iii) Subtenant is not in default hereunder, hereunder beyond any applicable notice and (iv) Subtenant shall furnish to Sublandlord a cash deposit or other security in amount, form and substance reasonably satisfactory to Sublandlord securing Sublandlord against all liability for damages, interest, penalties and expenses (including reasonable attorneys' fees and expenses) resulting from or incurred in connection with such contestcure period.