Common use of Master Landlord’s Obligations Clause in Contracts

Master Landlord’s Obligations. Sublandlord agrees that Subtenant shall be entitled to receive all service and repairs to be provided by Master Landlord to Sublandlord under the Master Lease with regards to the Subleased Premises; provided, however, that Sublandlord shall not be liable for any failure or interruption of any such service or repairs except to the extent caused by or arising from the negligence or willful misconduct of Sublandlord or Sublandlord Related Parties (as defined in Paragraph 12 below). Sublandlord shall have no obligation to perform any repairs or any other obligation of Master Landlord required to be performed by Master Landlord under the terms of the Master Lease (including, without limitation, Master Landlord's obligations under Articles 5, 6, 9, 10 and 11 of the Master Lease and Master Landlord's obligation to comply with laws and carry building insurance). Sublandlord shall, however, request performance of the same in writing from Master Landlord promptly after being requested to do so by Subtenant, and shall use Sublandlord's reasonable efforts (not including the payment of money, the incurring of any liabilities, or the institution of legal proceedings) to obtain Master Landlord's performance. However, in the event that (i) Master Landlord is in default under the Master Lease beyond applicable notice and cure periods and (ii) Subtenant's use of the Subleased Premises is, or Subtenant's rights under this Sublease are, materially and adversely affected by such default, then, upon Subtenant's request, Sublandlord shall permit Subtenant to take legal action (an "Action") against Master Landlord at Subtenant's sole cost and expense, in which event, for that purpose and only to such extent, Sublandlord's rights under the Master Lease as "Tenant" with respect to the Subleased Premises to institute such legal action shall be assigned to Subtenant, and Subtenant shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such Action against Master Landlord shall be barred by reason of lack of privity, nonassignability or otherwise, Subtenant may take such Action in Sublandlord's name at Subtenant's sole cost and expense; provided Subtenant obtains the prior written consent of Sublandlord, which consent shall not be unreasonably withheld, conditioned or delayed. In the event Subtenant brings an Action in accordance with this Xxxxxxxxx 00, Xxxxxxxxxxx shall reasonably cooperate with Subtenant in Subtenant's prosecution of the same; provided, however, that such cooperation shall be at no out-of-pocket cost to Sublandlord. Subtenant shall indemnify, protect, defend by counsel reasonably satisfactory to Sublandlord and hold Sublandlord harmless from and against any and all liability, loss, claims, demands, suits, penalties or damage (including, without being limited to, reasonable attorneys' fees and expenses) which Sublandlord may incur or suffer by reason of any Action taken pursuant to this Paragraph 10.

Master Landlord’s Obligations. Sublandlord agrees (a) To the extent that Subtenant shall be entitled to receive all service and repairs to be provided by the provision of any services or the performance of any maintenance or any other act respecting the Premises or Building is the responsibility of Master Landlord to Sublandlord under the Master Lease with regards (collectively, “Master Landlord Obligations”), upon Subtenant’s request, Dendreon shall make reasonable efforts to cause Master Landlord to perform such Master Landlord Obligations; provided that in no event shall Dendreon be liable to Subtenant for any liability, loss or damage whatsoever in the event that Master Landlord should fail to perform the same, nor shall Subtenant be entitled to withhold the payment of Rent (except to the Subleased Premises; providedextent provided in Section 5(d) above) or terminate this Sublease. It is expressly understood that the services and repairs constituting the Master Landlord’s Obligations, howeverincluding but not limited to the maintenance of exterior walls, that Sublandlord structural portions of the roof, foundations, walls and floors, will in fact be furnished by Master Landlord and not by Dendreon, except to the extent otherwise provided for in the Master Lease. In addition, Dendreon shall not be liable for any failure maintenance, restoration (following casualty or interruption of any such service destruction) or repairs except in or to the extent caused by Building or arising from the negligence or willful misconduct of Sublandlord or Sublandlord Related Parties (as defined in Paragraph 12 below). Sublandlord shall have no Premises other than its obligation hereunder to use reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease. With respect to any repairs maintenance or any other obligation of Master Landlord required repair to be performed by Master Landlord under respecting the terms of Premises, the Master Lease (including, without limitation, Master Landlord's obligations under Articles 5, 6, 9, 10 and 11 of parties expressly agree that Subtenant shall have the Master Lease and Master Landlord's obligation right to comply with laws and carry building insurance). Sublandlord shall, however, request performance of the same in writing from contact Master Landlord promptly after being requested directly to do cause it to so by Subtenantperform. (b) Except as otherwise provided in this Sublease, and Dendreon shall use Sublandlord's reasonable efforts (not including the payment of money, the incurring of any liabilities, or the institution of legal proceedings) have no other obligations to obtain Master Landlord's performance. However, in the event that (i) Master Landlord is in default under the Master Lease beyond applicable notice and cure periods and (ii) Subtenant's use of the Subleased Premises is, or Subtenant's rights under this Sublease are, materially and adversely affected by such default, then, upon Subtenant's request, Sublandlord shall permit Subtenant to take legal action (an "Action") against Master Landlord at Subtenant's sole cost and expense, in which event, for that purpose and only to such extent, Sublandlord's rights under the Master Lease as "Tenant" with respect to the Subleased Premises to institute such legal action shall be assigned to Subtenant, and Subtenant shall be subrogated to such rights to or the extent that performance of the same shall apply to the Subleased Premises. If any such Action against Master Landlord shall be barred by reason of lack of privity, nonassignability or otherwise, Subtenant may take such Action in Sublandlord's name at Subtenant's sole cost and expense; provided Subtenant obtains the prior written consent of Sublandlord, which consent shall not be unreasonably withheld, conditioned or delayed. In the event Subtenant brings an Action in accordance with this Xxxxxxxxx 00, Xxxxxxxxxxx shall reasonably cooperate with Subtenant in Subtenant's prosecution of the same; provided, however, that such cooperation shall be at no out-of-pocket cost to Sublandlord. Subtenant shall indemnify, protect, defend by counsel reasonably satisfactory to Sublandlord and hold Sublandlord harmless from and against any and all liability, loss, claims, demands, suits, penalties or damage (including, without being limited to, reasonable attorneys' fees and expenses) which Sublandlord may incur or suffer by reason of any Action taken pursuant to this Paragraph 10Obligations.

Master Landlord’s Obligations. Sublandlord agrees that Subtenant It shall be entitled to receive all service and repairs to be provided by Master Landlord to Sublandlord under the Master Lease with regards to the Subleased Premises; provided, however, that Sublandlord shall not be liable for any failure or interruption of any such service or repairs except to the extent caused by or arising from the negligence or willful misconduct of Sublandlord or Sublandlord Related Parties (as defined in Paragraph 12 below). Sublandlord shall have no obligation to perform any repairs or any other obligation of Master Landlord required (and not Sublandlord) to make all repairs and provide all services to be performed provided by Master Landlord under the terms of the Master Lease (and to satisfy all obligations and covenants of Master Landlord made in the Master Lease. Subtenant acknowledges that Sublandlord shall be under no obligation to make any such repairs, to provide any such services or satisfy any such obligations or covenants. Accordingly, for the sake of clarity, Subtenant agrees that Sublandlord shall not be obligated to furnish for Subtenant any services of any nature whatsoever, including, without limitation, climate control, cleaning services, security, electrical energy and miscellaneous power services, water and other public utilities and construction of any improvements at the Premises, or to perform any of Master Landlord's ’s obligations under Articles 5the Master Lease. Further, 6Sublandlord shall in no event be liable to Subtenant nor shall the obligations of Subtenant hereunder be impaired or abated (except as expressly set forth herein) or the performance hereof by Subtenant be excused because of (i) any failure or delay on Master Landlord’s part in furnishing any services, 9utilities, 10 and 11 parking facilities or maintenance or in doing such repairs or work, including those which may be contemplated by this Sublease, (ii) any other failure of the Master Lease Landlord to observe and perform its covenants and agreements pursuant to the Master Lease, or (iii) the acts or omissions of the Master Landlord's obligation to comply with laws and carry building insurance), its agents, contractors, servants, employees, invitees, or licensees. Sublandlord shall, however, request performance of the same in writing from If Master Landlord promptly after being requested shall default in any of its obligations to do so by SubtenantSublandlord with respect to the Sublease Premises, and shall Sublandlord will use Sublandlord's reasonable diligent efforts (not including the payment of money, the incurring of any liabilities, or the institution of legal proceedings) to obtain Master Landlord's performance. However, in the event that (i) cause Master Landlord is in default to perform and observe such obligations. Sublandord shall have the first right, but not the obligation, to initiate legal proceedings against Master Landlord to enforce Sublandlord’s rights under the Master Lease beyond applicable notice and cure periods and (ii) Subtenant's use Lease, but if Sublandlord elects not to institute legal proceedings against Master Landlord for a matter pertaining to the Sublease Premises, Subtenant may request in writing that Sublandlord initiate such proceeding. Upon receipt of the Subleased Premises is, or Subtenant's rights under this Sublease are, materially and adversely affected by such default, then, upon Subtenant's written request, Sublandlord shall permit promptly and in its sole discretion either (i) assign to Subtenant to take legal its causes of action (an "Action") or rights against Master Landlord at Subtenant's sole cost and expense, in which event, for that purpose and only to such extent, Sublandlord's rights under the Master Lease as "Tenant" with respect to the Subleased extent applicable to Subtenant, the Sublease Premises or Subtenant’s rights hereunder and shall permit Subtenant to institute such legal action proceeding against Master Landlord in the name of Subtenant or, if necessary in order to effectuate the benefit of such assignment, in the name of Sublandlord, provided Subtenant shall be assigned to Subtenant, use counsel reasonably approved by Sublandlord and Subtenant shall be subrogated to not settle such rights to the extent that the same shall apply to the Subleased Premises. If any such Action against Master Landlord shall be barred by reason of lack of privity, nonassignability or otherwise, Subtenant may take such Action in Sublandlord's name at Subtenant's sole cost and expense; provided Subtenant obtains proceeding without the prior written consent of Sublandlord, Sublandlord (which consent shall not be unreasonably withheld, conditioned withheld or delayed), or (ii) institute legal proceedings against Master Landlord in the name of Sublandlord, provided that in either of (i) or (ii) Sublandlord shall have no obligations with regard to any Subtenant request to initiate legal proceedings that is unreasonable, immaterial or if Sublandlord reasonably believes that alternative, bona fide actions may be taken to resolve the dispute and Sublandlord promptly and diligently engages in such alternative actions. In the event Subtenant brings an Action in accordance with this Xxxxxxxxx 00, Xxxxxxxxxxx shall reasonably cooperate with Subtenant in Subtenant's prosecution of the same; provided, however, that such cooperation shall be at no required to reimburse Sublandlord for all out-of-pocket cost third party expenses incurred by Sublandlord in connection with legal proceedings undertaken at Subtenant’s request and shall indemnify and hold harmless Sublandlord from any claims, liabilities, damages, costs and expenses, including any reasonable attorneys’ fees incurred by Sublandlord as a result of Subtenant exercising its rights under this subsection 2(d). To the extent that Sublandlord is entitled to Sublandlord. Subtenant any abatement of Base Rent, Operating Costs and Taxes under Section 9.5(b) of the Master Lease, the abatement shall indemnify, protect, defend by counsel reasonably satisfactory to be allocated between Sublandlord and hold Sublandlord harmless from and against any and all liability, loss, claims, demands, suits, penalties or damage (including, without being limited to, reasonable attorneys' fees and expenses) which Sublandlord may incur or suffer Subtenant according to the portion of the Sublease Premises affected by reason the untenantability as a percentage of any Action taken pursuant to this Paragraph 10the “Affected Portion.”

Master Landlord’s Obligations. Sublandlord (a) Subtenant agrees that Subtenant shall be entitled to receive all service and repairs to be provided by Master Landlord to Sublandlord under the Master Lease with regards to the Subleased Premises; provided, however, that Sublandlord shall not be liable required to perform any of the covenants, agreements or obligations of Master Landlord under the Master Lease and, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to be performed under the Master Lease by Master Landlord, Subtenant acknowledges and agrees that Sublandlord shall be entitled to look to Master Landlord to perform such covenants, agreements and obligations thereunder. Notwithstanding the foregoing, Sublandlord shall, upon Subtenant's written request, use reasonable efforts to obtain Master Landlord's performance of such covenants, agreements and obligations thereunder. (b) Sublandlord shall not be responsible for any failure or interruption interruption, for any reason whatsoever, of any such service the services or repairs except facilities that may be appurtenant to or supplied at the extent caused by or arising from the negligence or willful misconduct of Sublandlord or Sublandlord Related Parties (as defined in Paragraph 12 below). Sublandlord shall have no obligation to perform any repairs or any other obligation of Master Landlord required to be performed Building by Master Landlord under the terms of the Master Lease (or otherwise, including, without limitation, Master Landlordheat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services of facilities shall give rise to any (i) abatement, diminution or reduction of Subtenant's obligations under Articles 5this Sublease, 6or (ii) liability on the part of Sublandlord unless it is a direct result of negligence or willful misconduct on the part of Sublandlord. Notwithstanding the foregoing, 9Sublandlord shall take such action as may reasonably be indicated, 10 under the circumstances, to remedy such failure or interruption upon Subtenant's request to Sublandlord to do so and 11 shall thereafter diligently prosecute such performance on the part of the Master Lease and Master Landlord's obligation to comply with laws and carry building insurance). Sublandlord shall, however, request performance of the same in writing from Master Landlord promptly after being requested to do so by Subtenant, and shall use Sublandlord's reasonable efforts (not including the payment of money, the incurring of any liabilities, or the institution of legal proceedings) to obtain Master Landlord's performance. However, in the event that (i) Master Landlord is in default under the Master Lease beyond applicable notice and cure periods and (ii) Subtenant's use of the Subleased Premises is, or Subtenant's rights under this Sublease are, materially and adversely affected by such default, then, upon Subtenant's request, Sublandlord shall permit Subtenant to take legal action (an "Action") against Master Landlord at Subtenant's sole cost and expense, in which event, for that purpose and only to such extent, Sublandlord's rights under the Master Lease as "Tenant" with respect to the Subleased Premises to institute such legal action shall be assigned to Subtenant, and Subtenant shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such Action against Master Landlord shall be barred by reason of lack of privity, nonassignability or otherwise, Subtenant may take such Action in Sublandlord's name at Subtenant's sole cost and expense; provided Subtenant obtains the prior written consent of Sublandlord, which consent shall not be unreasonably withheld, conditioned or delayed. In the event Subtenant brings an Action in accordance with this Xxxxxxxxx 00, Xxxxxxxxxxx shall reasonably cooperate with Subtenant in Subtenant's prosecution of the same; provided, however, that such cooperation shall be at no out-of-pocket cost to Sublandlord. Subtenant shall indemnify, protect, defend by counsel reasonably satisfactory to Sublandlord and hold Sublandlord harmless from and against any and all liability, loss, claims, demands, suits, penalties or damage (including, without being limited to, reasonable attorneys' fees and expenses) which Sublandlord may incur or suffer by reason of any Action taken pursuant to this Paragraph 10.

Master Landlord’s Obligations. Sublandlord agrees that Subtenant shall be entitled to receive all service and repairs to be provided by Master Landlord to Sublandlord under the Master Lease with regards to the Subleased Premises; provided, however, that Sublandlord shall not be liable for any failure or interruption of any such service or repairs except to the extent caused by or arising from the negligence or willful misconduct of Sublandlord or Sublandlord Related Parties (as defined in Paragraph 12 below). Sublandlord shall have no obligation to perform any repairs or any other obligation of Master Landlord required to be performed by Master Landlord under the terms of the Master Lease (including, without limitation, Master Landlord's ’s obligations under Articles 5, 6, 9, 10 and 11 of the Master Lease and Master Landlord's ’s obligation to comply with laws and carry building insurance). Sublandlord shall, however, request performance of the same in writing from Master Landlord promptly after being requested to do so by Subtenant, and shall use Sublandlord's ’s reasonable efforts (not including the payment of money, the incurring of any liabilities, or the institution of legal proceedings) to obtain Master Landlord's ’s performance. However, in the event that (i) Master Landlord is in default under the Master Lease beyond applicable notice and cure periods and (ii) Subtenant's ’s use of the Subleased Premises is, or Subtenant's ’s rights under this Sublease are, materially and adversely affected by such default, then, upon Subtenant's ’s request, Sublandlord shall permit Subtenant to take legal action (an "“Action"”) against Master Landlord at Subtenant's ’s sole cost and expense, in which event, for that purpose and only to such extent, Sublandlord's ’s rights under the Master Lease as "“Tenant" ” with respect to the Subleased Premises to institute such legal action shall be assigned to Subtenant, and Subtenant shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such Action against Master Landlord shall be barred by reason of lack of privity, nonassignability or otherwise, Subtenant may take such Action in Sublandlord's ’s name at Subtenant's ’s sole cost and expense; provided Subtenant obtains the prior written consent of Sublandlord, which consent shall not be unreasonably withheld, conditioned or delayed. In the event Subtenant brings an Action in accordance with this Xxxxxxxxx Pxxxxxxxx 00, Xxxxxxxxxxx shall reasonably cooperate with Subtenant in Subtenant's ’s prosecution of the same; provided, however, that such cooperation shall be at no out-of-pocket cost to Sublandlord. Subtenant shall indemnify, protect, defend by counsel reasonably satisfactory to Sublandlord and hold Sublandlord harmless from and against any and all liability, loss, claims, demands, suits, penalties or damage (including, without being limited to, reasonable attorneys' ’ fees and expenses) which Sublandlord may incur or suffer by reason of any Action taken pursuant to this Paragraph 10.

Master Landlord’s Obligations. The parties acknowledge and agree that Sublandlord agrees that Subtenant shall be entitled to receive all service and repairs to be provided by Master Landlord to Sublandlord under the Master Lease has made no representations or warranties, express or implied, whatsoever with regards respect to the Subleased Premises; provided, howeverincluding, that without limitation, any representation or warranty as to the suitability of the Subleased Premises for Subtenant's intended use or any representation or warranty made by Master Landlord under the Master Lease. Sublandlord shall not be liable for have no obligation to make or perform any failure alterations, improvements or interruption repairs to the Subleased Premises, and, except as set forth in the Work Agreement, dated as of the date hereof, executed by and among Master Landlord, Sublandlord and Subtenant (the “Work Agreement”), which Work Agreement is attached hereto as Exhibit C and is hereby incorporated herein by reference, Sublandlord shall have no obligation whatsoever to pay the cost of any such service alterations, improvements or repairs except to the extent caused by Subleased Premises, including, without limitation, any improvement or arising from repair required to comply with any law, regulation, building code or ordinance (including the negligence or willful misconduct Americans with Disabilities Act of Sublandlord or Sublandlord Related Parties (1990, as defined in Paragraph 12 belowamended). In addition, Sublandlord shall have no obligation to perform any repairs repairs, provide any services or utilities, or perform any other obligation of Master Landlord required to be performed by Master Landlord under the terms of the Master Modified Xxxxxx Lease (including, without limitation, Master Landlord's obligations under Articles 5, 6, 9, 10 Section 8.3 and 11 Article XIV of the Master Modified Xxxxxx Lease and Master Landlord's obligation obligations to comply with laws and carry building property insurance). Sublandlord shall, however, request performance of the same in writing from Master Landlord promptly after being requested to do so by Subtenant, Subtenant and shall use Sublandlord's reasonable efforts (not including the payment of money, the incurring of any liabilities, or the institution of legal proceedings) to obtain Master Landlord's performance. However, in the event that (i) Master Landlord is in default under the Master Lease beyond applicable notice and cure periods and (ii) Subtenant's use of the Subleased Premises is, or Subtenant's rights under this Sublease are, materially and adversely affected by such default, then, upon Subtenant's request, Sublandlord shall permit Subtenant to take legal action (an "Action") against Master Landlord at Subtenant's sole cost and expense, in which event, for that purpose and only to such extent, Sublandlord's rights under the Master Lease as "Tenant" with respect to the Subleased Premises to institute such legal action shall be assigned to Subtenant, and Subtenant shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such Action against Master Landlord shall be barred by reason of lack of privity, nonassignability or otherwise, Subtenant may take such Action in Sublandlord's name at Subtenant's sole cost and expense; provided Subtenant obtains the prior written consent of Sublandlord, which consent shall not be unreasonably withheld, conditioned or delayed. In the event Subtenant brings an Action in accordance with this Xxxxxxxxx 00, Xxxxxxxxxxx shall reasonably cooperate with Subtenant in Subtenant's prosecution of the same; provided, however, that such cooperation shall be at no out-of-pocket cost to Sublandlord. Subtenant shall indemnify, protect, defend by counsel reasonably satisfactory to Sublandlord and hold Sublandlord harmless from and against any and all liability, loss, claims, demands, suits, penalties or damage (including, without being limited to, reasonable attorneys' fees and expenses) which Sublandlord may incur or suffer by reason of any Action taken pursuant to this Paragraph 10’s cost.

Master Landlord’s Obligations. Sublandlord Subtenant agrees that Subtenant shall be entitled to receive all service and repairs to be provided by Master Landlord to Sublandlord under the Master Lease with regards to the Subleased Premises; provided, however, that Sublandlord shall not be liable for required to perform any failure or interruption of the covenants, agreements and/or obligations of Master Landlord under the Master Lease except as specifically set forth herein, and, insofar as any such service or repairs except to of the extent caused by or arising from the negligence or willful misconduct covenants, agreements and obligations of Sublandlord or hereunder are required to be performed under the Master Lease by “Landlord” thereunder, Subtenant acknowledges and agrees that Sublandlord Related Parties (as defined in Paragraph 12 below)shall look to Master Landlord for such performance. In addition, Sublandlord shall have no obligation to perform any repairs or any other obligation required of Master Landlord required to be performed under the Master Lease, nor shall any representations or warranties made by Master Landlord under the terms Master Lease be deemed to have been made by Sublandlord. Except to the extent caused by Sublandlord’s gross negligence or willful misconduct or breach of this Sublease, Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Master Lease (includingLandlord or by utility providers. Notwithstanding the foregoing, without limitationSublandlord shall use good faith efforts, Master Landlord's obligations under Articles 5the circumstances, 6, 9, 10 and 11 of the Master Lease and Master Landlord's obligation to comply with laws and carry building insurance)secure such performance upon Subtenant’s request to Sublandlord to do so. Sublandlord shall, however, request performance shall perform or cause to be performed all of the same in writing from Master Landlord promptly after being requested to do so by Subtenant, and shall use Sublandlord's reasonable efforts (not including the payment of money, the incurring of any liabilities, or the institution of legal proceedings) to obtain Master Landlord's performance. However, in the event that (i) Master Landlord is in default its obligations under the Master Lease beyond applicable notice and cure periods and (ii) Subtenant's use of the Subleased Premises is, or Subtenant's rights under this Sublease are, materially and adversely affected by such default, then, upon Subtenant's request, Sublandlord shall permit Subtenant to take legal action (an "Action") against Master Landlord at Subtenant's sole cost and expense, in which event, for that purpose and only to such extent, Sublandlord's rights under the Master Lease as "Tenant" with respect to the Subleased Premises to institute such legal action shall be assigned to Subtenant, and Subtenant shall be subrogated to such rights to the extent that not the same shall apply to the Subleased Premises. If any such Action against Master Landlord shall be barred by reason obligation of lack of privity, nonassignability or otherwise, Subtenant may take such Action in Sublandlord's name at Subtenant's sole cost and expense; provided Subtenant obtains the prior written consent of Sublandlord, which consent shall not be unreasonably withheld, conditioned or delayed. In the event Subtenant brings an Action in accordance with assumed under this Xxxxxxxxx 00, Xxxxxxxxxxx shall reasonably cooperate with Subtenant in Subtenant's prosecution of the same; provided, however, that such cooperation shall be at no out-of-pocket cost to Sublandlord. Subtenant shall indemnify, protect, defend by counsel reasonably satisfactory to Sublandlord and hold Sublandlord harmless from and against any and all liability, loss, claims, demands, suits, penalties or damage (including, without being limited to, reasonable attorneys' fees and expenses) which Sublandlord may incur or suffer by reason of any Action taken pursuant to this Paragraph 10Sublease.

Master Landlord’s Obligations. Sublandlord Subtenant agrees that Subtenant shall be entitled to receive all service and repairs to be provided by Master Landlord to Sublandlord under the Master Lease with regards to the Subleased Premises; provided, however, that Sublandlord shall not be liable for required to perform any failure of the covenants, agreements or interruption obligations of Master Landlord under the Master Lease, and, insofar as any such service or repairs except to of the extent caused by or arising from the negligence or willful misconduct covenants, agreements and obligations of Sublandlord or hereunder are required to be performed under the Master Lease by Master Landlord thereunder, Subtenant acknowledges and agrees that Sublandlord Related Parties (as defined in Paragraph 12 below)shall be entitled to look to Master Landlord for such performance. In addition, Sublandlord shall have no obligation to perform any repairs or any other obligation of Master Landlord required to be performed under the Master Lease, nor shall any representations or warranties made by Master Landlord under the terms Master Lease be deemed to have been made by Sublandlord. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Master Lease (Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (a) abatement, diminution or reduction of Subtenant’s obligations under this Sublease, except as expressly provided below, or (b) liability on the part of Sublandlord. Notwithstanding the foregoing, Sublandlord shall use commercially reasonable efforts, under the circumstances, to secure such performance upon Subtenant’s request to Sublandlord to do so, provided that in no event will this sentence be construed to require Sublandlord to commence any litigation or similar proceeding against Master Landlord's obligations under Articles 5, 6, 9, 10 and 11 of the Master Lease and . In no event shall Subtenant have any right to directly enforce Master Landlord's obligation to comply with laws and carry building insurance). Sublandlord shall, however, request performance of the same in writing from Master Landlord promptly after being requested to do so by Subtenant, and shall use Sublandlord's reasonable efforts (not including the payment of money, the incurring of any liabilities, or the institution of legal proceedings) to obtain Master Landlord's performance. However, in the event that (i) Master Landlord is in default ’s obligations under the Master Lease beyond applicable notice Lease. If and cure periods and (ii) Subtenant's use of the Subleased Premises is, or Subtenant's rights under this Sublease are, materially and adversely affected by such default, then, upon Subtenant's request, Sublandlord shall permit Subtenant to take legal action (an "Action") against Master Landlord at Subtenant's sole cost and expense, in which event, for that purpose and only to such extent, Sublandlord's rights under the Master Lease as "Tenant" with respect to the Subleased Premises to institute such legal action shall be assigned to Subtenant, and Subtenant shall be subrogated to such rights to the extent that Sublandlord’s rental obligation is abated or reduced pursuant to the Master Lease due to a casualty, condemnation or other interference with the use of the Premises including abatements under Section 6.4 of the Master Lease, the Rent hereunder shall be abated or reduced in the same shall apply to proportion and period as the Subleased Premisesabatement or reduction under the Master Lease. If any such Action against Master Landlord shall be barred by reason of lack of privity, nonassignability or otherwise, Subtenant may take such Action in Sublandlord's name at Subtenant's sole cost and expense; provided Subtenant obtains the prior written consent of Sublandlord, which consent shall not be unreasonably withheld, conditioned entitled to any further abatement or delayed. In the event Subtenant brings an Action reduction in accordance with this Xxxxxxxxx 00, Xxxxxxxxxxx shall reasonably cooperate with Subtenant in Subtenant's prosecution of the same; provided, however, that such cooperation shall be at no out-of-pocket cost to Sublandlord. Subtenant shall indemnify, protect, defend by counsel reasonably satisfactory to Sublandlord and hold Sublandlord harmless from and against any and all liability, loss, claims, demands, suits, penalties or damage (including, without being limited to, reasonable attorneys' fees and expenses) which Sublandlord may incur or suffer by reason of any Action taken pursuant to this Paragraph 10Rent.