Limits on IP Obligations. Except as set forth in this Sublease, IP shall not be obligated to perform, and shall not be liable for the performance or default by Landlord of, any of the obligations of Landlord under the Prime Lease. Except for those instances in which the Sublease provides that IP shall have the obligations of the Landlord or IP has received services or is entitled to rights or remedies from Landlord but has not passed them through to Exult, or IP has failed in good faith to pursue such services, rights and remedies to the extent of its entitlement thereto under the Prime Lease, or as otherwise set forth in this Sublease, (i) Exult shall have no claim against IP by reason of any default upon the part of Landlord; (ii) IP shall have no obligation at any time to render any services to Exult or to the Premises of any nature whatsoever, or to expend any money for the Premises, including but not limited to, preservation, reconstruction or repair of the Premises; (iii) Exult agrees to look solely to Landlord for the performance of any obligations by Landlord or the furnishing of any services to which IP may be entitled under the Prime Lease; (iv) if Landlord fails to perform an obligation or provide a service which Landlord is required by the Prime Lease to perform or provide, then except for those instances in which the Sublease provides that IP shall have the obligations of the Landlord, IP's sole obligation is to cooperate with Exult, and to use reasonable efforts, without, however, incurring any liabilities or out-of-pocket expenses in excess of amounts that IP would otherwise incur or expend on its own behalf under the Prime Lease, by taking whatever action Exult shall reasonably request, to enforce for the benefit of Exult the obligations of Landlord to IP under the Prime Lease insofar as they relate to the Premises. By virtue of this subsection, in connection with the incorporation by reference of the Prime Lease the term "Landlord shall", "Landlord will", "Landlord agrees" or similar language shall be deemed, for the purposes of this Sublease, except for those instances in which the Sublease provides that IP shall have the obligations of the Landlord, to mean "IP shall use reasonable efforts, without, however, incurring any material liabilities or out-of-pocket expenses in excess of amounts IP would have expended on its own behalf under the Prime Lease, to cause Landlord" whenever such a modification is required so that an incorporated provision reflects the agreem...
