Obligations Under the Prime Lease. This Sublease and Subtenant's rights under this Sublease shall at all times be subject to and are made upon and with the benefit of all of the terms, covenants, and conditions of the Prime Lease (except as otherwise set forth herein), with the same force and effect as if fully set forth herein at length, the termination (for whatever reason) of which Prime Lease shall automatically terminate this Sublease upon notice to Subtenant. Sublandlord agrees that, so long as Subtenant is not in default hereunder, it shall not voluntarily surrender the Prime Lease, except for any surrender or termination rights in the event of a casualty or taking pursuant to Articles 18 and 20 of the Prime Lease, and except if such surrender does not adversely affect Subtenant or this Sublease. Except as otherwise expressly provided for herein or as may be inconsistent or in conflict with the terms and provisions of this Sublease, Subtenant shall keep, observe and perform or cause to be kept, observed and performed, faithfully all those terms, covenants and conditions of Sublandlord under the Prime Lease with respect to the Demised Premises. Notwithstanding the foregoing, where "Premises" or "Lease" or words of similar import appear in the Prime Lease, the same shall be deemed to mean the Demised Premises (as defined in this Sublease) and this Sublease, respectively, and wherever the words "Landlord" and "Tenant" appear in the Prime Lease, the words shall be deemed to refer to Sublandlord and Subtenant, respectively. Notwithstanding the foregoing, to the extent that Sublandlord has any rights or options to extend or renew the Prime Lease, or any expansion options or right of first offers, Subtenant shall have no right to exercise such rights or options. In addition, notwithstanding the provisions of this Section 8 of the Sublease to the contrary, Sublandlord shall have no obligation to perform or furnish any of the work, services, repairs or maintenance undertaken to be provided to the Demised Premises that are made or performed by Prime Landlord under the Lease (including but not limited to the Prime Landlord's Covenants set forth in Article 8 of the Prime Lease), or any other term, covenant or condition required to be performed by Prime Landlord under the Lease, and for all such services and rights Subtenant will look solely to Prime Landlord; provided, however, that Sublandlord shall, upon reasonable notice from Subtenant of a default in the services provided by Prime Landlord with respect to the Demised Premises, shall use reasonable efforts to cause Prime Landlord to provide such services in accordance with the Prime Lease, provided, however, that "reasonable efforts" shall not require Sublandlord to expend any sums or commence any proceedings in connection with the same. In addition, Subtenant may deal with Prime Landlord directly with respect to any services, repairs or maintenance to be performed by Prime Landlord. To the extent that Sublandlord receives any abatement of Rent hereunder as a result of the failure of Prime Landlord to perform or provide any of the work or services to be provided by Prime Landlord in respect of the Demised Premises, Subtenant shall receive a proportional abatement of its Rent due hereunder.
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Obligations Under the Prime Lease. This Sublease and Subtenant's rights under this Sublease shall at all times be subject to and are made upon and with the benefit of all of the terms, covenants, and conditions of the Prime Lease (except as otherwise set forth herein), with the same force and effect as if fully set forth herein at length, the termination (for whatever reason) of which Prime Lease shall automatically terminate this Sublease upon notice to Subtenant. Sublandlord agrees that, so long as Subtenant is not in default hereunder, that it shall not voluntarily surrender cause to be done or suffer or permit any act to be done which would cause the Prime LeaseLease to be voluntarily or consensually cancelled, terminated, forfeited or surrendered, except for any surrender or Sublandlord's termination rights in the event of a casualty or taking pursuant to Articles 18 and 20 of the Prime Lease, and except if such surrender does not adversely affect Subtenant or this Sublease. Except as otherwise expressly provided for herein or as may be inconsistent or in conflict with the terms and provisions of this Sublease, Subtenant shall keep, observe and perform or cause to be kept, observed and performed, faithfully all those terms, covenants and conditions of Sublandlord under the Prime Lease with respect to the Demised Premises, except as otherwise set forth herein. Notwithstanding the foregoing, where "Premises" or "Lease" or words of similar import appear in the Prime Lease, the same shall be deemed to mean the Demised Premises (as defined in this Sublease) and this Sublease, respectively, and wherever the words "Landlord" and "Tenant" appear in the Prime Lease, the words shall be deemed to refer to Sublandlord and Subtenant, respectively. Notwithstanding the foregoing, to the extent that Sublandlord has any rights or options to extend or renew the Prime Lease, or any expansion options or right of first offers, Subtenant shall have no right to exercise such rights or options. In addition, notwithstanding the provisions of this Section 8 of the Sublease to the contrary, Sublandlord shall have no obligation to perform or furnish any of the work, services, repairs or maintenance undertaken to be provided to the Demised Premises that are made or performed by Prime Landlord under the Lease (including but not limited to the Prime Landlord's Covenants set forth in Article 8 of the Prime Lease), or any other term, covenant or condition required to be performed by Prime Landlord under the Lease, and for all such services and rights Subtenant will look solely to Prime Landlord; provided, however, that Sublandlord shall, upon reasonable notice from Subtenant of a default in the services provided by Prime Landlord with respect to the Demised Premises, shall use reasonable efforts to cause Prime Landlord to provide such services in accordance with the Prime Lease, provided, however, that "reasonable efforts" shall not require Sublandlord to expend any sums or commence any proceedings in connection with the same. In addition, Subtenant may deal with Prime Landlord directly with respect to any services, repairs or maintenance to be performed by Prime Landlord. To the extent that Sublandlord receives any abatement of Rent hereunder its rental obligations under Paragraph 8.7(b) of the Prime Lease as a result of the failure of Prime Landlord to perform or provide any of the work or services to be provided by Prime Landlord in respect of the Demised Premises, Subtenant shall receive a proportional corresponding abatement of its Rent due hereunder.
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Obligations Under the Prime Lease. This Sublease and Subtenant's rights under this Sublease shall at all times be subject to and are made upon and with the benefit of all of the terms, covenants, and conditions of the Prime Lease (except as otherwise set forth hereinherein or as may be inconsistent or in conflict with the terms and provisions of this Sublease), with the same force and effect as if fully set forth herein at length, the termination (for whatever reason) of which Prime Lease shall automatically terminate this Sublease upon notice to Subtenant. Sublandlord agrees that, so long as Subtenant is not in default hereunder, it shall not voluntarily surrender the Prime Lease, except for any surrender or termination rights in the event of a casualty or taking pursuant to Articles 18 and 20 of the Prime Lease, and except if such surrender does not adversely affect Subtenant or this Sublease. Except as otherwise expressly provided for herein or as may be inconsistent or in conflict with the terms and provisions of this SubleaseSublease (including the amount of Base Rent and Additional Rent), Subtenant shall keep, observe and perform or cause to be kept, observed and performed, faithfully all those terms, covenants and conditions of Sublandlord under the Prime Lease with respect to the Demised Premises. Notwithstanding the foregoing, where "Premises" or "Lease" or words of similar import appear in the Prime Lease, the same shall be deemed to mean the Demised Premises (as defined in this Sublease) and this Sublease, respectively, and wherever the words "Landlord" and "Tenant" appear in the Prime Lease, the words shall be deemed to refer to Sublandlord and Subtenant, respectively. Notwithstanding the foregoing, to the extent that Sublandlord has any rights or options to extend or renew the Prime Lease, or any expansion options or right of first offers, Subtenant shall have no right to exercise such rights or options. In addition, notwithstanding the provisions of this Section 8 of the Sublease to the contrary, Sublandlord shall have no obligation to perform or furnish any of the work, services, repairs or maintenance undertaken to be provided to the Demised Premises that are made or performed by Prime Landlord under the Lease (including but not limited to the Prime Landlord's Covenants set forth in Article 8 of the Prime Lease), or any other term, covenant or condition required to be performed by Prime Landlord under the Lease, and for all such services and rights Subtenant will look solely to Prime Landlord; provided, however, that Sublandlord shall, upon reasonable notice from Subtenant of a default in the services provided by Prime Landlord with respect to the Demised Premises, shall use reasonable efforts to cause Prime Landlord to provide such services in accordance with the Prime Lease, provided, however, that "reasonable efforts" shall not require Sublandlord to expend any sums or commence any proceedings in connection with the same. In addition, Subtenant may deal with Prime Landlord directly with respect to any services, repairs or maintenance to be performed by Prime Landlord. To the extent that Sublandlord receives any abatement of Rent hereunder as a result of the failure of Prime Landlord to perform or provide any of the work or services to be provided by Prime Landlord in respect of the Demised Premises, Subtenant shall receive a proportional abatement of its Rent due hereunder. Sublandlord agrees to use commercially reasonable best efforts to cause the Prime Landlord to perform all of the Prime Landlord's obligations under the Prime Lease, provided, however, that "reasonable efforts" shall not require Sublandlord to expend any sums or commence any proceedings in connection with the same. Sublandlord agrees that Subtenant may bring an action in Sublandlord's name to enforce any obligation of Prime Landlord, at Subtenant's sole cost and expense.
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Obligations Under the Prime Lease. This Sublease and Subtenant's rights under this Sublease shall at all times be subject to and are made upon and with the benefit of all of the terms, covenants, and conditions of the Prime Lease (except as otherwise set forth herein), with the same force and effect as if fully set forth herein at length, the termination (for whatever reason) of which Prime Lease shall automatically terminate this Sublease upon notice to Subtenant. Sublandlord agrees that, so long as Subtenant is not in default hereunder, hereby acknowledges that it shall not voluntarily surrender has read the Prime Lease, a true, correct and complete copy of which (redacted to delete certain business or confidential terms) is attached hereto as Exhibit C and, except for any surrender or termination rights in the event of a casualty or taking pursuant to Articles 18 and 20 of the Prime Leaseas set forth below, and except is incorporated herein by reference as fully as if such surrender does not adversely affect Subtenant or this Sublease. Except as otherwise expressly provided for herein or as may be inconsistent or in conflict with the terms and provisions of this Sublease, thereof were set forth herein. Subtenant shall keep, observe agrees to assume the same responsibilities and perform or cause duties that the Sublessor has as “Tenant” to be kept, observed and performed, faithfully all those terms, covenants and conditions of Sublandlord under the Prime Lease Landlord with respect to the Demised Sublet Premises. Notwithstanding , excepting matters relating to the foregoing, where "identification of the Sublet Premises" or "Lease" or words of similar import appear in the Prime Lease, the same shall be deemed to mean the Demised Premises (as defined in this Sublease) and this Sublease, respectively, and wherever the words "Landlord" amount and "Tenant" appear in the Prime Lease, the words shall be deemed to refer to Sublandlord and Subtenant, respectively. Notwithstanding the foregoing, to the extent that Sublandlord has any rights or options to extend or renew the Prime Lease, or any expansion options or right of first offers, Subtenant shall have no right to exercise such rights or options. In addition, notwithstanding the provisions of this Section 8 due dates of the Sublease to the contraryrentals payable therefor, Sublandlord shall have no obligation to perform or furnish any of the work, services, repairs or maintenance undertaken to be provided to the Demised Premises that are made or performed by Prime Landlord under the Lease (including but not limited to the Prime Landlord's Covenants and other excluded terms set forth in Article 8 of the Prime Lease), or any other term, covenant or condition required to be performed by Prime Landlord under the Lease, and for all such services and rights Subtenant will look solely to Prime Landlordhereinbelow; provided, however, that Sublandlord shallin no event shall Sublessor be deemed to have assumed the responsibilities of the Landlord under the Prime Lease, including, without limitation, any repair or maintenance obligations, any obligation of Landlord to comply with Laws, any breach of representations or warranties of Landlord, any Landlord indemnity, any obligation to provide services or any obligation to restore the Building and/or Sublet Premises following any damage, destruction or condemnation, nor shall Sublessor be responsible for the compliance of the Landlord with the provisions of the Prime Lease. The foregoing notwithstanding, upon the written request of Subtenant, Sublessor agrees to use commercially reasonable notice from Subtenant of a default in efforts to enforce its rights under the services provided by Prime Lease against Landlord with respect to the Demised Sublet Premises, shall use reasonable efforts provided that: (A) to cause Prime Landlord the extent such enforcement of rights pertains to provide such services in accordance with all or a substantial portion of the premises leased by Sublessor pursuant to the Prime Lease, provided, however, that "reasonable efforts" shall not require Sublandlord to expend any sums or commence any proceedings in connection with including the same. In addition, Subtenant may deal with Prime Landlord directly with respect to any services, repairs or maintenance to be performed by Prime Landlord. To the extent that Sublandlord receives any abatement of Rent hereunder as a result of the failure of Prime Landlord to perform or provide any of the work or services to be provided by Prime Landlord in respect of the Demised Sublet Premises, Subtenant shall receive a proportional abatement reimburse Sublessor within thirty (30) days following written demand for Subtenant’s Proportionate Share of its Rent due hereunderall out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Sublessor in attempting to enforce the Prime Lease; and (B) to the extent the enforcement of rights pertains solely to the Sublet Premises, Subtenant shall reimburse Sublessor within thirty (30) days following written demand for the full amount of all such out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Sublessor in attempting to enforce the Prime Lease.
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Obligations Under the Prime Lease. This Sublease and Subtenant's rights under this Sublease shall at all times be subject to and are made upon and with the benefit of all of the terms, covenants, and conditions of the Prime Lease (except as otherwise set forth herein), with the same force and effect as if fully set forth herein at length, the termination (for whatever reason) of which Prime Lease shall automatically terminate this Sublease upon notice to Subtenant. Sublandlord agrees that, so long as Subtenant is not in default hereunder, it shall not voluntarily surrender the Prime Lease, except for any surrender or termination rights in the event of a casualty or taking pursuant to Articles 18 and 20 of the Prime Lease, and except if such surrender does not adversely affect Subtenant or this Sublease. Except as otherwise expressly provided for herein or as may be inconsistent or in conflict with the terms and provisions of this Sublease, Subtenant shall keep, observe and perform or cause to be kept, observed and performed, faithfully all those terms, covenants and conditions of Sublandlord under the Prime Lease with respect to the Demised Premises. Notwithstanding the foregoing, where "Premises" or "Lease" or words of similar import appear in the Prime Lease, the same shall be deemed to mean the Demised Premises (as defined in this Sublease) and this Sublease, respectively, and wherever the words "Landlord" and "Tenant" appear in the Prime Lease, the words shall be deemed to refer to Sublandlord and Subtenant, respectively. Notwithstanding the foregoing, to the extent that Sublandlord has any rights or options to extend or renew the Prime Lease, or any expansion options or right of first offers, Subtenant shall have no right to exercise such rights or options. In addition, notwithstanding the provisions of this Section 8 of the Sublease to the contrary, Sublandlord shall have no obligation to perform or furnish any of the work, services, repairs or maintenance undertaken to be provided to the Demised Premises that are made or performed by Prime Landlord under the Lease (including but not limited to the Prime Landlord's Covenants set forth in Article 8 of the Prime Lease), or any other term, covenant or condition required to be performed by Prime Landlord under the Lease, and for all such services and rights Subtenant will look solely to Prime Landlord; provided, however, that Sublandlord shall, upon reasonable notice from Subtenant of a default in the services provided by Prime Landlord with respect to the Demised Premises, shall use commercially reasonable efforts to cause Prime Landlord to provide perform its obligations under the Prime Lease for the benefit of Subtenant (provided that in no event shall Sublandlord be required to compensate Prime Landlord to obtain such services in accordance with consent). In the event Sublandlord is entitled, under the Prime Lease, provided, however, that "reasonable efforts" shall not require Sublandlord to expend any sums or commence any proceedings in connection with the same. In addition, Subtenant may deal with Prime Landlord directly with respect to any services, repairs or maintenance to be performed by Prime Landlord. To the extent that Sublandlord receives any a rent abatement of Rent hereunder as a result of the failure of Prime Landlord to perform or provide any of the work or services to be provided by Prime Landlord in respect of the Demised Premises, then Subtenant shall receive a proportional be entitled to the Proportionate Share of such abatement, unless the effect on the Demised Premises of such failure by Prime Landlord shall be substantially disproportionate to the amount of the abatement, in which event the parties shall equitably adjust the abatement as between themselves, based on the relative impact of its Rent due hereundersuch failure.
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Obligations Under the Prime Lease. This Sublease and Subtenant's rights under this Sublease shall at all times be subject to and are made upon and with the benefit of all of the terms, covenants, and conditions of the Prime Lease (except as otherwise set forth herein), with the same force and effect as if fully set forth herein at length, the termination (for whatever reason) of which Prime Lease shall automatically terminate this Sublease upon notice to Subtenant. Sublandlord agrees that, so long as Subtenant is not in default hereunder, it shall not voluntarily surrender the Prime Lease, except for any surrender or termination rights in the event of a casualty or taking pursuant to Articles 18 and 20 of the Prime Lease, and except if such surrender does not adversely affect Subtenant or this Sublease. Except as otherwise expressly provided for herein or as may be inconsistent or in conflict with the terms and provisions of this Sublease, Subtenant shall keep, observe and perform or cause to be kept, observed and performed, faithfully all those terms, covenants and conditions of Sublandlord under the Prime Lease with respect to the Demised Premises. Notwithstanding the foregoing, where "Premises" or "Lease" or words of similar import appear in the Prime Lease, the same shall be deemed to mean the Demised Premises (as defined in this Sublease) and this Sublease, respectively, and wherever the words "Landlord" and "Tenant" appear in the Prime Lease, the words shall be deemed to refer to Sublandlord and Subtenant, respectively. Notwithstanding the foregoing, to the extent that Sublandlord has any rights or options to extend or renew the Prime Lease, or any expansion options or right of first offers, Subtenant shall have no right to exercise such rights or options. In addition, notwithstanding the provisions of this Section 8 of the Sublease to the contrary, Sublandlord shall have no obligation to perform or furnish any of the work, services, repairs or maintenance undertaken to be provided to the Demised Premises that are made or performed by Prime Landlord under the Lease (including but not limited to the Prime Landlord's Covenants set forth in Article 8 of the Prime Lease), or any other term, covenant or condition required to be performed by Prime Landlord under the Lease, and for all such services and rights Subtenant will look solely to Prime Landlord; provided, however, that Sublandlord shall, upon reasonable notice from Subtenant of a default in the services provided by Prime Landlord with respect to the Demised Premises, shall use reasonable efforts to cause Prime Landlord to provide such services in accordance with the Prime Lease, provided, however, that "reasonable efforts" shall not require Sublandlord to expend any sums or commence any proceedings in connection with the same. In addition, Subtenant may deal with Prime Landlord directly with respect to any services, repairs or maintenance to be performed by Prime Landlord. To the extent that Sublandlord receives any abatement of Rent hereunder with respect to the Demised Premises under the Prime Lease for any reason, including, without limitation, as a result of a fire or other casualty, a taking or the failure of Prime Landlord to perform or provide any of the work or services to be provided by Prime Landlord in respect of the Demised Premises, Subtenant shall receive a proportional abatement of its Rent due hereunder.. Notwithstanding anything to the contrary set forth in this Section 8 or elsewhere in this Sublease:
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