Common use of Performance by Sublandlord Clause in Contracts

Performance by Sublandlord. Notwithstanding any other provision of this Sublease, Sublandlord shall have no obligation (a) to furnish or provide, or cause to be furnished or provided, any repairs, restoration, alterations or other work, or electricity, heating, ventilation, air-conditioning, water, elevator, cleaning or other utilities or services, or (b) to comply with or perform or, except as expressly provided in this Sublease, to cause the compliance with or performance of, any of the terms and conditions required to be performed by Prime Landlord pursuant to the terms of the Primary Lease. Subtenant hereby agrees that Prime Landlord is solely responsible for the performance of the foregoing obligations. Notwithstanding the foregoing, upon the written request of Subtenant, Sublandlord shall make a written demand upon Prime Landlord to perform its obligations under the Primary Lease with respect to the Subleased Premises if Prime Landlord fails to perform same within the time frame and in the manner required pursuant to the Primary Lease; provided, however, Sublandlord shall not be required to bring any action against the Prime Landlord to enforce its obligations, unless Subtenant agrees to pay all of Sublandlord’s reasonable costs of such action. In the event Sublandlord makes written demand upon Prime Landlord or brings an action against Prime Landlord to enforce Prime Landlord’s obligations under the Primary Lease with respect to the Subleased Premises, all reasonable costs and expenses (including without limitation reasonable attorneys’ fees and expenses) so incurred by Sublandlord in connection therewith shall be deemed Additional Rent and shall be due and payable by Subtenant to Sublandlord within five (5) days after notice from Sublandlord.

Performance by Sublandlord. Notwithstanding any other provision of anything to the contrary contained in this Sublease, Sublandlord shall not be required to furnish, supply or install anything required of Master Landlord under any provision of the Master Lease. Sublandlord shall have no obligation liability or responsibility whatsoever for Master Landlord ’s failure or refusal to perform under the Master Lease. Sublandlord shall use its commercially reasonable good faith efforts to cause Master Landlord to observe and perform its obligations under the Master Lease, but the foregoing shall not be a guarantee by Sublandlord of Master Landlord ’s compliance with the provisions of the Master Lease. If following such commercially reasonable good faith efforts by Sublandlord, Master Landlord shall fail to perform its obligations under the Master Lease, then Subtenant shall have the right to take such action in its own name and Subtenant shall keep Sublandlord apprised of its activities in connection with such action. If (a) to furnish any such action against Master Landlord in Subtenant’s name is barred by reason of lack of privity, non-assignability or provideotherwise, or cause to be furnished or provided, any repairs, restoration, alterations or other work, or electricity, heating, ventilation, air-conditioning, water, elevator, cleaning or other utilities or services, or and (b) to comply with or perform or, except as expressly provided in this Sublease, to cause the compliance with or performance of, any failure of the terms and conditions required to be performed by Prime Landlord pursuant to the terms of the Primary Lease. Subtenant hereby agrees that Prime Landlord is solely responsible for the performance of the foregoing obligations. Notwithstanding the foregoing, upon the written request of Subtenant, Sublandlord shall make a written demand upon Prime Master Landlord to perform its obligations under the Primary Master Lease with respect to has, or may have, a materially adverse effect upon the Subleased Premises if Prime Landlord fails to perform same within the time frame or Subtenant’s permitted use thereof, then Subtenant may bring such action in Sublandlord’s name and in the manner required pursuant to the Primary Lease; provided, however, Sublandlord shall not be execute all documents reasonably required in connection therewith, provided that the same is without cost and expense to bring any action against the Prime Landlord to enforce its obligations, unless Sublandlord. Subtenant agrees to pay shall reimburse all of Sublandlord’s reasonable costs of such action. In the event Sublandlord makes written demand upon Prime Landlord or brings an action against Prime Landlord to enforce Prime Landlord’s obligations under the Primary Lease with respect to the Subleased Premises, all reasonable costs and expenses Sublandlord shall incur attempting to enforce the Master Lease against Master Landlord with thirty (including without limitation reasonable attorneys’ fees and expenses) so incurred by Sublandlord in connection therewith shall be deemed Additional Rent and shall be due and payable by Subtenant to Sublandlord within five (530) days after notice from Sublandlordfollowing Sxxxxxxxxxx’s delivery of an invoice therefor, together with reasonable supporting documentation.

Performance by Sublandlord. Notwithstanding FOR SUBTENANT If Subtenant shall default, beyond the lapse of applicable notice and grace periods, in performance of any other provision of this Subleaseits obligations hereunder or under the Master Lease, Sublandlord at its option may perform such obligations and, if necessary, enter the Subleased Premises for such purpose. Subtenant shall have no obligation pay to Sublandlord, within twenty (20) days of demand, the amount of all costs and expenses reasonably incurred by Sublandlord in the performance of any such obligations. Any action taken by Sublandlord pursuant to this Section 17 shall not constitute a waiver of any of Sublandlord’s other rights and remedies hereunder. 18. ATTORNMENT Subject to the terms and conditions of any Nondisturbance Agreement with Landlord which may be obtained for Subtenant’s benefit as permitted under the Master Lease, if (a) the Master Lease should be terminated prior to furnish or provide, or cause to be furnished or provided, any repairs, restoration, alterations or other work, or electricity, heating, ventilation, air-conditioning, water, elevator, cleaning or other utilities or services, the expiration date of this Sublease or (b) Landlord should succeed to comply with or perform Sublandlord’s estate in the Subleased Premises, then, at Landlord’s election, or, except at the joint election of Sublandlord and Landlord, Subtenant shall attorn to and recognize Landlord as expressly Sublandlord under this Sublease and Subtenant shall promptly execute and deliver any instrument to Landlord which Landlord may require to reasonably evidence such attornment, whereupon Sublandlord shall be released from any and all obligations and liability thereafter arising provided that Landlord assumes all such obligations. 19. COMPLIANCE WITH LAW Subtenant shall not do anything or suffer anything to be done in this Subleaseor about the Subleased Premises which will in any way conflict with any law, statute, ordinance or other governmental rule, regulation or requirement now in force or which may hereafter be enacted or promulgated. 20. LATE CHARGES In addition to cause the compliance with or performance ofand not in limitation of any other remedies for non-payment of Rent, any payment of Rent not received within ten (10) business days after the date it is due (for example, with respect to Base Rent, the due date is the first of the terms and conditions required month without the requirement of further notice) shall automatically be subject to be performed by Prime Landlord pursuant a late charge equal to the terms five percent (5%) of the Primary Leaseamount owing plus reasonable attorney’s fees incurred by Sublandlord by reason of Subtenant’s failure to pay Rent when due hereunder. Such late charge is a service charge intended to compensate Sublandlord for the additional administrative and other costs and expenses it incurs by reason of such late payment. Subtenant hereby agrees that Prime Landlord is solely responsible for the performance such late charge represents a fair and reasonable estimate of the foregoing obligationscosts that Sublandlord will incur by reason of the late payment of Rent by Subtenant. Notwithstanding In addition to such late charge, any Rent owing hereunder which is not paid within thirty (30) days after the foregoing, upon date it is due (including any grace periods hereunder or under the written request Master Lease) shall bear interest from the due date until paid at a rate equal to the lesser of Subtenant, ten percent (10%) per annum and the highest rate permitted by applicable law. Sublandlord shall make a written demand upon Prime Landlord to perform its obligations not assess any charges under the Primary Lease this Section 20 with respect to the Subleased Premises first late payment in any given calendar year; provided that if Prime Landlord Subtenant thereafter still fails to perform same pay either (i) such first amount within the time frame and in the manner required pursuant to the Primary Lease; provided, however, Sublandlord shall not be required to bring any action against the Prime Landlord to enforce its obligations, unless Subtenant agrees to pay all of Sublandlord’s reasonable costs of such action. In the event Sublandlord makes written demand upon Prime Landlord or brings an action against Prime Landlord to enforce Prime Landlord’s obligations under the Primary Lease with respect to the Subleased Premises, all reasonable costs and expenses ten (including without limitation reasonable attorneys’ fees and expenses) so incurred by Sublandlord in connection therewith shall be deemed Additional Rent and shall be due and payable by Subtenant to Sublandlord within five (510) days after subsequent written notice from Sublandlord.Sublandlord thereof or (ii) any

Performance by Sublandlord. Notwithstanding any other provision of this Sublease, Sublandlord shall have no obligation (a) to furnish or provide, or cause to be furnished or provided, any repairs, restoration, alterations or other work, or electricity, heating, ventilation, air-conditioning, water, elevator, cleaning or other utilities or services, or (b) to comply with or perform or, except as expressly provided in this Sublease, to cause the compliance with or performance of, any of the terms and conditions required to be performed by Prime Landlord pursuant to the terms of the Primary Lease. Subtenant hereby agrees that Prime Landlord is solely responsible for the performance of the foregoing obligations, but in the event that such performance is interrupted, rent shall be abated hereunder to the extent that rent is abated under the Primary Lease for such interruption. Notwithstanding the foregoing, upon the written request of Subtenant, Sublandlord shall make a written demand upon Prime Landlord to perform its obligations under the Primary Lease with respect to the Subleased Premises if Prime Landlord fails to perform same within the time frame and in the manner required pursuant to the Primary Lease; provided, however, Sublandlord Subtenant shall not be required to bring any action against the Prime Landlord to enforce its obligations, unless Subtenant agrees to pay all of Sublandlord’s reasonable costs of such action. In the event Sublandlord makes written demand upon Prime Landlord or brings an action against Prime Landlord to enforce Prime Landlord’s obligations under the Primary Lease with respect to the Subleased Premises, all reasonable costs and expenses (including without limitation reasonable attorneys’ fees and expenses) so incurred by Sublandlord in connection therewith shall be deemed Additional Rent and shall be due and payable by Subtenant to Sublandlord within five ten (510) days after notice from Sublandlord. Sublandlord will, to the same extent it is relieved of its obligations to the Prime Landlord as a result of non-performance by the Prime Landlord, relieve Subtenant. In no event shall Sublandlord be liable to Subtenant in damages, nor shall rent xxxxx hereunder (except as stated in this Section 11), for or on account of any failure by the Prime Landlord to perform the obligations and duties imposed on it under the Primary Lease.

Performance by Sublandlord. Notwithstanding any other provision of this Sublease, Sublandlord shall have no obligation (a) to furnish or provide, or cause to be furnished or provided, any repairs, restoration, alterations or other work, or electricity, heating, ventilation, air-conditioning, water, elevator, cleaning or other utilities or services, or (b) to comply with or perform or, except as expressly provided in this Sublease, to cause the compliance with or performance of, any of the terms and conditions required to be performed by Prime Landlord pursuant to the terms of the Primary Prime Lease. Subtenant hereby xxxxxx agrees that Prime Landlord is solely responsible for the performance of the foregoing obligations. Notwithstanding the foregoing, upon the written request of Subtenant, Sublandlord shall make a written demand upon Prime Landlord to perform its obligations under the Primary Prime Lease with respect to the Subleased Premises if Prime Landlord fails to perform same within the time frame and in the manner required pursuant to the Primary Prime Lease; provided, however, Sublandlord Subtenant shall not be required to bring any action against the Prime Landlord to enforce its obligations, unless Subtenant agrees to pay all of Sublandlord’s reasonable costs of such action. In the event Sublandlord makes written demand upon Prime Landlord or brings an action against Prime Landlord to enforce Prime Landlord’s obligations under the Primary Prime Lease with respect to the Subleased Premises, all reasonable costs and expenses (including without limitation reasonable attorneys’ fees and expenses) so incurred by Sublandlord in connection therewith shall be deemed Additional Rent and shall be due and payable by Subtenant to Sublandlord within five ten (510) days after notice from Sublandlord.

Performance by Sublandlord. Notwithstanding any other provision (a) Any obligation of Sublandlord that is contained in this SubleaseSublease by incorporating the provisions of the Lease (by reason of the same being an obligation of the Owner under the Lease) may be observed or performed by Sublandlord using reasonable efforts, after notice from Subtenant, to cause Landlord to observe and/or perform the same, and Sublandlord shall have no obligation (a) a reasonable period of time to furnish or provide, or cause to be furnished or provided, any repairs, restoration, alterations or other work, or electricity, heating, ventilation, air-conditioning, water, elevator, cleaning or other utilities or services, or (b) to comply with or perform or, except as expressly provided in this Sublease, enforce its rights to cause such observance or performance. Anything contained herein or in the compliance with or performance of, any incorporated provisions of the terms and conditions required to be performed by Prime Landlord pursuant Lease to the terms of the Primary Lease. Subtenant hereby agrees that Prime Landlord is solely responsible for the performance of the foregoing obligations. Notwithstanding the foregoing, upon the written request of Subtenant, Sublandlord shall make a written demand upon Prime Landlord to perform its obligations under the Primary Lease with respect to the Subleased Premises if Prime Landlord fails to perform same within the time frame and in the manner required pursuant to the Primary Lease; provided, howevercontrary notwithstanding, Sublandlord shall not be required to bring perform any action against obligation of Landlord under the Prime Lease, and Sublandlord shall have no liability to Subtenant for the failure of Landlord to enforce its obligationsperform any obligation under the Lease, unless Subtenant agrees to pay all such failure is caused by the willful breach of the Lease by Sublandlord or the negligence or willful misconduct of Sublandlord’s reasonable costs of such action. In no event shall Sublandlord have any liability for any of the representations of the Landlord contained in the Lease nor shall Sublandlord be required to furnish any of the services that are required to performed or provided by Landlord under the Lease. Sublandlord shall use commercially reasonable efforts to have Subtenant obtain the services of Landlord that the lessee is entitled to under the Lease for the Premises at Subtenant’s sole cost, risk, and expense. Subtenant shall not in any event have any rights in respect of the Premises greater than Sublandlord’s rights under the Lease. Sublandlord makes written demand upon Prime Landlord shall not be responsible for any failure or brings an action against Prime Landlord interruption, for any reason whatsoever, of the services or facilities that are appurtenant to, or supplied at or to, the Premises, including, without limitation, electricity, heat, air conditioning, water, elevator service and cleaning service, if any. No failure to enforce Prime Landlordfurnish, or interruption of, any such services or facilities shall give rise to any (a) abatement or reduction of Subtenant’s obligations under this Sublease, (b) constructive eviction, whether in whole or in part, or (c) liability on the Primary part of Sublandlord. Sublandlord shall have no obligation to provide any services whatsoever but Sublandlord shall not interfere with any services that Landlord is supposed to provide. The foregoing notwithstanding, if any breach of the Lease with respect by Landlord gives rise to a rent abatement or refund under the Subleased PremisesLease, all reasonable costs and expenses Sublandlord shall pass along such abatement or refund to Subtenant on a proportionate basis. For example, if rent is 100% abated for ten (including without limitation reasonable attorneys’ fees and expenses) so incurred by Sublandlord in connection therewith shall be deemed Additional Rent and shall be due and payable by Subtenant to Sublandlord within five (510) days after notice from Sublandlordunder the Lease during the Sublease Term due to Landlord’s failure to provide services or for any other fault of Landlord, then rent would be 100% abated under this Sublease for such ten (10) day period.

Performance by Sublandlord. Notwithstanding any other provision of this SubleaseSublease but provided Sublandlord delivers the Subleased Premises and the Existing FF&E in the condition required hereunder, Sublandlord shall have no obligation (a) to furnish or provide, or cause to be furnished or provided, any repairs, restoration, alterations or other work, or electricity, heating, ventilation, air-air- conditioning, water, elevator, cleaning or other utilities or services, or (b) to comply with or perform or, except as expressly provided in this Sublease, to cause the compliance with or performance of, any of the terms and conditions required to be performed by Prime Landlord pursuant to the terms of the Primary Lease. Subtenant hereby xxxxxx agrees that Prime Landlord is solely responsible for the performance of the foregoing obligations. Notwithstanding the foregoing, upon the written request of Subtenant, Sublandlord shall make a written demand upon and otherwise use commercially reasonable efforts to cause Prime Landlord to perform its obligations under the Primary Lease with respect to the Subleased Premises if Prime Landlord fails to perform same within the time frame and in the manner required pursuant to the Primary Lease; Lease provided, however, Sublandlord shall not be required to bring any action against the Prime Landlord to enforce its obligations; further provided, unless however, that if Primary Landlord defaults under the Primary Lease or fails to perform any of its obligations under the Primary Lease after receipt of written notice from Sublandlord of such failure, Sublandlord shall either institute legal proceedings against Primary Landlord directly or assign Sublandlord's rights under the Primary Lease to Subtenant to the extent necessary to permit Subtenant to institute legal proceedings against Primary Landlord to obtain performance of Primary Landlord’s obligations under the Primary Lease; provided Subtenant agrees to pay indemnify and hold harmless Sublandlord for all of Sublandlord’s reasonable claims, liabilities and damages that Sublandlord may sustain as a result of, arising out of, or in connection therewith and pays Sublandlord all costs of such actionand expenses reasonably incurred by Sublandlord in connection therewith. In the event Sublandlord makes written demand upon Prime Landlord or brings an action against Prime Landlord to enforce Prime Landlord’s obligations under the Primary Lease with respect to the Subleased Premises, all reasonable costs and expenses (including including, without limitation limitation, reasonable attorneys’ fees and expenses) so incurred by Sublandlord in connection therewith shall be deemed Additional Rent and shall be due and payable by Subtenant to Sublandlord within five thirty (530) days after notice from Sublandlordof demand (which shall include reasonable supporting documentation) therefor. This Section 10 shall survive the expiration or earlier termination of the Sublease Term.

Performance by Sublandlord. Sublandlord shall not be required to furnish, supply or install anything required to be furnished, supplied or installed by Master Landlord wider any article of the Main Lease. Notwithstanding any the foregoing, with respect to work, services, repairs and restoration or the performance of other provision obligations required of this SubleaseMaster Landlord under the Main Lease, Sublandlord, upon written request from Subtenant, shall use reasonable efforts to enforce Master Landlord's obligations tinder the Main Lease and/or cooperate with Subtenant in its efforts to do so. Sublandlord shall have no liability or responsibility whatsoever for Master Landlord's failure or refusal to perform under the Incorporated Provisions. Subtenant shall have the right to instruct Master Landlord with respect to the performance by Master Landlord of Master Landlord's obligations as landlord under the Main Lease. Upon Sublandlord's receipt of a written notice from Subtenant with respect to any of Sublandlord's obligations as Sublandlord under this Sublease, where Sublandlord has failed to perform such obligation (a) because of a failure of Master Landlord to furnish or provideperform its obligation under the Main Lease, or then Sublandlord will use its reasonable efforts to cause Master Landlord to be furnished or observe and perform the same, provided, however, that Sublandlord does not guarantee Master Landlord's compliance with the Incorporated Provisions nor shall Sublandlord have any repairsobligation to pursue any litigation against Master Landlord in order to enforce any obligation of Master Landlord's under the Main Lease, restorationand provided further, alterations or if Sublandlord is unsuccessful in its efforts, Sublandlord shall direct Subtenant, in the name of Sublandlord if necessary, to pursue its claim directly against Master Landlord which shall be done at Subtenant's sole cost and expense. If Master Landlord fails to perform any obligation under the Main Lease for which Subtenant has given Sublandlord a written notice with respect thereto, Sublandlord and Subtenant shall cooperate with each other workand keep each other reasonably informed as to the status of any efforts and/or litigation relating to enforcing Master Landlord's obligations under the Main Lease. Subtenant shall not in any event have any rights in respect of the Sublet Premises greater than Sublandlord's rights in respect of the Sublet Premises. As to the Incorporated Provisions, or electricity, heating, ventilation, air-conditioning, water, elevator, cleaning or other utilities or services, or (b) Sublandlord shall not be required to comply with make any payment or perform orany obligation, and Sublandlord shall have no liability to Subtenant for any matter whatsoever (except as expressly provided set forth in this Sublease), except for (i) Sublandlord's obligation to cause pay Rent due and to perform its other obligations arising under the compliance with or performance ofMain Lease, any of the terms and conditions required (ii) Sublandlord's obligation to be performed by Prime Landlord pursuant to the terms of the Primary Lease. Subtenant hereby agrees that Prime Landlord is solely responsible for the performance of the foregoing obligations. Notwithstanding the foregoinguse reasonable efforts, upon the written request of Subtenant, Sublandlord shall make a written demand upon Prime to cause Master Landlord to observe and/or perform its obligations under the Primary Lease with respect Main Lease. Notwithstanding the foregoing or anything else herein to the Subleased Premises if Prime Landlord fails to perform same within the time frame contrary, Sublandlord covenants and in the manner required agrees with Subtenant that Sublandlord will pay all basic rent and additional rent payable by Sublandlord pursuant to the Primary Lease; providedMain Lease to the extent that failure to perform the same would adversely affect Subtenant's use or occupancy of the Sublet Premises and to the extent that Subtenant continues to pay Rent (as defined in Section 10.4 below) to Sublandlord as required under this Sublease, however, and that Sublandlord shall not be required extend all reasonable cooperation to bring any action against Subtenant to enable Subtenant to receive the Prime Landlord to enforce its obligationsbenefits under this Sublease, unless Subtenant agrees to pay all of Sublandlord’s reasonable costs of such action. In as the event Sublandlord makes written demand same are dependent upon Prime Landlord or brings an action against Prime Landlord to enforce Prime Landlord’s obligations performance under the Primary Lease with respect to the Subleased Premises, all reasonable costs and expenses (including without limitation reasonable attorneys’ fees and expenses) so incurred by Sublandlord in connection therewith shall be deemed Additional Rent and shall be due and payable by Subtenant to Sublandlord within five (5) days after notice from SublandlordMain Lease.

Performance by Sublandlord. Any obligation of Sublandlord which is contained in this Sublease by the incorporation by reference of the provisions of the Main Lease may be observed or performed by Sublandlord using reasonable efforts to cause the landlord under the Main Lease to observe and/or perform the same; and Sublandlord shall have a reasonable time to enforce its rights to cause such observance or performance. Subtenant shall not in any event have any rights in respect of the Subleased Premises greater than Sublandlord’s rights as the “Tenant” under the Main Lease. Notwithstanding any other provision of this SubleaseSublease to the contrary, Sublandlord shall have no obligation (a) as to furnish or provide, or cause to be furnished or provided, any repairs, restoration, alterations or other work, or electricity, heating, ventilation, air-conditioning, water, elevator, cleaning or other utilities or services, or (b) to comply with or perform or, except as expressly provided obligations contained in this Sublease, to cause Sublease by the compliance with or performance of, any incorporation by reference of the terms and conditions required to be performed by Prime Landlord pursuant to the terms provisions of the Primary Main Lease. Subtenant hereby agrees that Prime Landlord is solely responsible for the performance of the foregoing obligations. Notwithstanding the foregoing, upon the written request of Subtenant, Sublandlord shall make a written demand upon Prime Landlord to perform its obligations under the Primary Lease with respect to the Subleased Premises if Prime Landlord fails to perform same within the time frame and in the manner required pursuant to the Primary Lease; provided, however, Sublandlord shall not be required to bring make any action against the Prime Landlord payment or perform any obligation, and Sublandlord shall have no liability to enforce its obligationsSubtenant for any matter whatsoever, unless Subtenant agrees except for Sublandlord’s obligation to pay all of the rent and additional rent due under the Main Lease and for Sublandlord’s obligation to use reasonable costs efforts, upon request of Subtenant, to cause the landlord under the Main Lease to observe and/or perform its obligations under the Main Lease, and Sublandlord’s obligation not to do any act or thing which may constitute a breach or violation of any term, covenant or condition of the Main Lease, whether or not such actionact or thing is permitted under the provisions of this Sublease. In All services and facilities to which Sublandlord is entitled under the event Main Lease shall be furnished or made available to Subtenant by the landlord under the Main Lease and not by Sublandlord. Relatedly, Sublandlord makes written demand upon Prime Landlord shall not be responsible for any failure or brings an action against Prime Landlord interruption, of the services or facilities supplied at the Building by the landlord under the Main Lease or otherwise, including, without limitation, heat, air conditioning, electricity, water, elevator service and cleaning service, if any; and no failure to enforce Prime Landlordfurnish, 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, (b) constructive eviction, whether in whole or in part, or (c) liability on the Primary part of Sublandlord, Sublandlord shall promptly forward to Subtenant copies of all notices given by the landlord under the Main Lease with respect to Sublandlord; as well as copies of all notices given by Sublandlord to the landlord under the Main Lease; and Sublandlord shall notify the landlord under the Main Lease within five (5) business days after Subtenant notifies Sublandlord of a breach of the Main Lease by the landlord under the Main Lease. Subtenant shall have the right to institute an action or court proceeding against the landlord under the Main Lease in the event that any breach by the landlord under the Main Lease continues for thirty (30) days after such notice (to the extent such breach affects the Subleased Premises) and to the extent necessary, Sublandlord shall cooperate in such action or court proceeding (at no cost to Sublandlord), provided such action or court proceeding is not of a frivolous nature; and, provided further, that Subtenant indemnifies Sublandlord in writing against all reasonable losses, damages, costs and expenses paid or incurred by Sublandlord (including without limitation reasonable attorneys’ fees and expensescharges through all appeals) so incurred by Sublandlord in connection therewith shall be deemed Additional Rent and shall be due and payable by Subtenant to Sublandlord within five (5) days after notice from Sublandlordas a result of such action or proceeding.

Performance by Sublandlord. Notwithstanding any other provision of this Sublease, Sublandlord shall have no obligation (a) to furnish or provide, or cause to be furnished or provided, any repairs, restoration, alterations or other work, or electricity, heating, ventilation, air-conditioning, water, elevator, cleaning or other utilities or services, or (b) to comply with or perform or, except as expressly provided in this Sublease, to cause the compliance with or performance of, any of the terms and conditions required to be performed by Prime Landlord pursuant anything to the terms of the Primary Lease. Subtenant hereby agrees that Prime Landlord is solely responsible for the performance of the foregoing obligations. Notwithstanding the foregoing, upon the written request of Subtenant, Sublandlord shall make a written demand upon Prime Landlord to perform its obligations under the Primary Lease with respect to the Subleased Premises if Prime Landlord fails to perform same within the time frame and in the manner required pursuant to the Primary Lease; provided, howevercontrary, Sublandlord shall not be required to bring furnish, supply or install any action against utility or service required of Master Landlord under any Article or Section of the Master Lease or required of Prime Sublandlord under any Article or Section of the Prime Sublease. Also notwithstanding anything herein to the contrary, whenever Master Landlord fails to enforce perform its obligations, unless Subtenant agrees to pay all of Sublandlord’s reasonable costs of such action. In the event Sublandlord makes written demand upon Prime Landlord or brings an action against Prime Landlord to enforce Prime Landlord’s obligations under the Primary Master Lease with respect (or Prime Sublandlord fails to perform its obligations under the Prime Sublease) for the benefit of Subtenant, Sublandlord agrees to use reasonable good faith efforts, at Subtenant’s sole cost and expense, to obtain such performance on behalf of Subtenant; provided, however, to the Subleased Premisesextent obtaining Master Xxxxxxxx’s and/or Prime Sublandlord’s performance (as applicable) directly benefits Sublandlord, all then the costs in obtaining such performance shall be allocated between the parties on ​ ​ an equitable basis as reasonably determined by Sublandlord. Provided Sublandlord has complied with the foregoing, Sublandlord shall have no liability or responsibility whatsoever for Master Landlord’s failure or refusal to perform under the Master Lease, or Prime Sublandlord’s failure or refusal to perform under the Prime Sublease. Sublandlord’s obligation to use its reasonable costs good faith efforts to cause Master Landlord to observe and expenses perform its obligations under the Master Lease (including without limitation reasonable attorneys’ fees or Prime Sublandlord to observe and expensesperform its obligations under the Prime Sublease) so incurred shall not be a guarantee by Sublandlord of Master Landlord’s compliance with the provisions of the Master Lease or Prime Sublandlord’s compliance with the provisions of the Prime Sublease, and in connection therewith no event shall Sublandlord be deemed Additional Rent and shall be due and payable by Subtenant required to Sublandlord within five (5) days after notice from initiate any litigation proceeding or file suit against Master Landlord or Prime Sublandlord.. ​

Performance by Sublandlord. Notwithstanding any other provision (A) Any obligation of Sublandlord which is contained in this SubleaseSublease by the incorporation by reference of the provisions of the Xxxxxxxxx shall be observed or performed by Sublandlord using commercially reasonable diligent efforts to cause the Overlandlord to observe and/or perform the same, and Sublandlord shall have no obligation (a) a reasonable time to furnish or provide, or cause to be furnished or provided, any repairs, restoration, alterations or other work, or electricity, heating, ventilation, air-conditioning, water, elevator, cleaning or other utilities or services, or (b) to comply with or perform or, except as expressly provided in this Sublease, enforce its rights to cause the compliance with such observance or performance of, any of the terms and conditions required performance. Subject to be performed by Prime Landlord pursuant to the terms of the Primary Lease. Subtenant hereby agrees that Prime Landlord is solely responsible for the performance of the foregoing obligations. Notwithstanding the foregoing, upon the written request of Subtenant, Sublandlord shall make a written demand upon Prime Landlord to perform its obligations under the Primary Lease with respect and except to the Subleased Premises if Prime Landlord fails to perform same within the time frame and extent of any other obligation of Sublandlord specifically identified in the manner required pursuant this .Sublease as being provided to the Primary Lease; provided, howeverSubtenant, Sublandlord shall not be required to bring furnish, supply to, or install anything in the Subleased Premises. Subtenant shall not in any action against event have any rights in respect of the Prime Landlord Subleased Premises greater than Sublandlord's rights under the Xxxxxxxxx, and, notwithstanding any provision to enforce its obligationsthe contrary, unless as to obligations contained in this Sublease by the incorporation by reference of the provisions of the Xxxxxxxxx, Sublandlord shall not be required to make any payment or perform any obligation, and Sublandlord shall have no liability to Subtenant agrees for any matter whatsoever, except for Sublandlord's obligation to pay all the rent and additional rent due under the Xxxxxxxxx and otherwise perform its obligations so as to prevent a default by Sublandlord under the Xxxxxxxxx, and for Sublandlord's obligation to use commercially reasonable efforts, upon written request of Sublandlord’s reasonable costs of such action. In Subtenant, to cause the event Sublandlord makes written demand upon Prime Landlord or brings an action against Prime Landlord Overlandlord to enforce Prime Landlord’s observe and/or perform its obligations under the Primary Lease Xxxxxxxxx. 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 of which the Subleased Premises are a part, including, without limitation, heat, air conditioning, 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 (i) abatement, diminution or reduction of Subtenant's obligations under this Sublease, (ii) constructive eviction, whether in whole or in part, or (iii) liability on the part of Sublandlord; provided, with respect regard to (iii) only, except to the extent caused by the gross negligence or willful misconduct of Sublandlord, .its employees, agents, representatives, contractors, clients, guests or invitees. The obligations and duties of Subtenant with regard to Article 13 of the Xxxxxxxxx as the same is incorporated in this Sublease by reference relate to the Subleased Premises, and not the Building as a whole unless the misuse, negligence, willful misconduct or uninsurable acts or omissions of Subtenant, its employees, agents, representatives, contractors, clients, guests, invitees and/or sub-subtenants shall have an adverse impact upon a portion or portions of the Building outside of the Subleased Premises or those portions of the Building systems outside the Subleased Premises; by way of amplification, Subtenant shall not be responsible for structural repairs or repairs to the Building systems or entrance doors unless due to the misuse, negligence, willful misconduct or uninsurable acts or omissions of Subtenant, its employees, agents, representatives, contractors, clients, guests, invitees and/or sub-subtenants. Without derogation of the foregoing, if and to the extent Sublandlord shall receive an abatement pursuant to the provisions of Subsections 35.04(b) and (c) of the Xxxxxxxxx, Subtenant shall be entitled to a portion of such abatement (i.e. as such portion of Subtenant's rentable square footage affected by the condition giving rise to such abatement relates to the aggregate rentable square footage in the Building also affected by the condition giving rise to the abatement) after deduction of the same portion of all reasonable costs and expenses (costs, fees and/or expenses, including without limitation reasonable attorneys’ ' fees and expenses) so disbursements incurred by Sublandlord in connection therewith shall be deemed Additional Rent and shall be due and payable by Subtenant to Sublandlord within five (5) days after notice from Sublandlordwith obtaining same.

Performance by Sublandlord. Notwithstanding Any obligation of Sublandlord which is contained in this Sublease by the incorporation by reference of the provisions of the Master Lease may be observed or performed by Sublandlord using commercially reasonable efforts to cause Overlandlord to observe and/or perform the same (including without limitation Sublandlord’s delivery to Overlandlord of any other provision of this Subleasenotices or requests for consent as Subtenant may reasonably request), and Sublandlord shall have no obligation (a) a reasonable time to furnish or provide, or cause to be furnished or provided, any repairs, restoration, alterations or other work, or electricity, heating, ventilation, air-conditioning, water, elevator, cleaning or other utilities or services, or (b) to comply with or perform or, except as expressly provided in this Sublease, enforce its rights to cause such observance or performance. Sublandlord shall promptly deliver to Subtenant all notices and written communications Sublandlord receives from Overlandlord pursuant to or in connection with the compliance with Master Lease. Sublandlord shall not be required to furnish, supply or performance of, install anything under any article of the terms and conditions required to be performed by Prime Landlord pursuant to the terms of the Primary Master Lease. Subtenant hereby agrees that Prime Landlord is solely responsible for the performance shall not in any event have any rights in respect of the foregoing obligations. Notwithstanding the foregoing, upon the written request of Subtenant, Sublandlord shall make a written demand upon Prime Landlord to perform its obligations Subleased Premises greater than Sublandlord’s rights under the Primary Lease with respect Master Lease, and, notwithstanding any provision to the contrary, as to obligations that pertain to the Subleased Premises if Prime Landlord fails to perform same within and are contained in this Sublease by the time frame and in incorporation by reference of the manner required pursuant to provisions of the Primary Master Lease; provided, however, Sublandlord shall not be required to bring make any action against the Prime Landlord payment or perform any obligation or provide any services, and Sublandlord shall have no liability to enforce its obligationsSubtenant for any matter whatsoever, unless Subtenant agrees except for Sublandlord’s obligation to pay all the rent and additional rent due under the Master Lease. Sublandlord acknowledges and agrees that Subtenant is not assuming obligations of Sublandlord under the Master Lease attributable to periods prior to the Sublease Commencement Date. 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 under the Master Lease or otherwise, including, without limitation, heat, air conditioning, 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 (i) abatement, diminution or reduction of Subtenant’s obligations under this Sublease (except to the extent of any corresponding abatement, diminution or reduction of Sublandlord’s reasonable costs of such action. In the event Sublandlord makes written demand upon Prime Landlord or brings an action against Prime Landlord to enforce Prime Landlord’s obligations under the Primary Master Lease), (ii) constructive eviction, whether in whole or in part, or (iii) liability on the part of Sublandlord. Notwithstanding any contrary provision hereof, Sublandlord is not assuming, and shall not be responsible or liable for Overlandlord’s obligation to observe or perform any agreement or obligation on the part of Overlandlord under the Master Lease or imposed on Overlandlord by law with respect to the Subleased Premises, all except Sublandlord shall (in accordance with the first sentence of this subsection 1(d)) use commercially reasonable costs and expenses (including without limitation reasonable attorneys’ fees and expenses) so incurred efforts to cause Overlandlord to observe and/or perform any obligation of Sublandlord which is contained in this Sublease by Sublandlord in connection therewith shall be deemed Additional Rent and shall be due and payable the incorporation by Subtenant to Sublandlord within five (5) days after notice from Sublandlordreference of the provisions of the Master Lease.

Performance by Sublandlord. Notwithstanding any other provision So long as Subtenant is not in default of this Sublease, Sublandlord shall have no obligation (a) to furnish or provide, or cause to be furnished or provided, any repairs, restoration, alterations or other work, or electricity, heating, ventilation, air-conditioning, water, elevator, cleaning or other utilities or services, or (b) to comply with or perform or, except as expressly provided in this Sublease, to cause the compliance with or performance of, any of its monetary or material obligations hereunder beyond the terms and conditions required to be performed by Prime Landlord pursuant to the terms expiration of the Primary Lease. Subtenant hereby agrees that Prime Landlord is solely responsible for the performance of the foregoing obligations. Notwithstanding the foregoing, upon the written request of Subtenant, Sublandlord shall make a written demand upon Prime Landlord to perform its obligations under the Primary Lease with respect to the Subleased Premises if Prime Landlord fails to perform same within the time frame and in the manner required pursuant to the Primary Lease; provided, howeverany applicable grace period, Sublandlord shall not do, suffer or permit anything to be required done on Sublandlord's behalf (including, without limitation, to bring fail to make any action against the Prime Landlord to enforce its obligations, unless Subtenant agrees to pay all of Sublandlord’s reasonable costs of such action. In the event Sublandlord makes written demand upon Prime Landlord or brings an action against Prime Landlord to enforce Prime Landlord’s obligations rental payments due under the Primary Underlying Lease) which will result in a default under, or cause the termination of, the Underlying Lease with respect to the Subleased Premises. So long as Subtenant is not in default of any of its monetary or material obligations hereunder beyond the expiration of any applicable grace period, Sublandlord shall comply with the provisions of the Underlying Lease, but Sublandlord shall not be required to furnish, supply or install anything required under the Underlying Lease and Subtenant shall look solely to Underlying Landlord for such furnishing, supplying and installation including, without limitation, any repair, restoration or services to be provided under the Underlying Lease. Sublandlord agrees to promptly send to Subtenant copies of all bills, statements or notices, including any notices of default or termination, pertaining to the Underlying Lease which Sublandlord receives during the Term of this Sublease with respect to the Subleased Premises. Sublandlord shall have no liability or responsibility whatsoever for Underlying Landlord's failure or refusal to perform under the Incorporated Provisions, unless such failure or refusal to perform is due solely to the default of Sublandlord under the Underlying Lease. Upon Sublandlord's receipt of a written notice from Subtenant that Sublandlord has failed to perform an obligation under the Incorporated Provisions or that the Underlying Landlord has failed to perform an obligation under the Underlying Lease, Sublandlord may, at its sole and exclusive option (which election shall be promptly made by Sublandlord and notice thereof given to Subtenant promptly thereafter) either: (a) use diligent efforts to cause Underlying Landlord to observe and perform the same, but at the sole reasonable costs cost and expenses expense of Subtenant (including including, without limitation limitation, reasonable attorneys’ ' fees and expenses), provided, however, that Sublandlord does not guarantee Underlying Landlord's compliance with the Incorporated Provisions, or (b) so incurred by Sublandlord in connection therewith shall be deemed Additional Rent and shall be due and payable by direct Subtenant to pursue its claim directly against Underlying Landlord (which may be done in Subtenant's name, or, if required as a matter of law or otherwise, in the name of Sublandlord, in either event at Subtenant's sole cost and expense), in which event, Sublandlord within five (5) days after notice from Sublandlord.shall use reasonable efforts to cooperate with Subtenant,

Performance by Sublandlord. Notwithstanding any other provision (A) Any obligation of Sublandlord which is contained in this SubleaseSublease by the incorporation by reference to the provisions of the Xxxxxxxxx shall be observed or performed by Sublandlord using commercially reasonable efforts to cause the Overlandlord to observe and/or perform the same, and Sublandlord shall have no obligation (a) a reasonable time to furnish enforce its rights to cause such observance or provideperformance. Subject to the foregoing, or cause to be furnished or provided, any repairs, restoration, alterations or other work, or electricity, heating, ventilation, air-conditioning, water, elevator, cleaning or other utilities or services, or (b) to comply with or perform or, and except as expressly provided otherwise specifically set forth in this Sublease, to cause the compliance with or performance of, any of the terms and conditions required to be performed by Prime Landlord pursuant to the terms of the Primary Lease. Subtenant hereby agrees that Prime Landlord is solely responsible for the performance of the foregoing obligations. Notwithstanding the foregoing, upon the written request of Subtenant, Sublandlord shall make a written demand upon Prime Landlord to perform its obligations under the Primary Lease with respect to the Subleased Premises if Prime Landlord fails to perform same within the time frame and in the manner required pursuant to the Primary Lease; provided, however, Sublandlord shall not be required to bring furnish, supply to, or install anything in the Subleased Premises. Subtenant shall not in any action against event have any rights in respect of the Prime Landlord Subleased Premises greater than Sublandlord’s rights under the Xxxxxxxxx, and, notwithstanding any provision to enforce its obligationsthe contrary, unless as to obligations contained in this Sublease by the incorporation by reference of the provisions of the Xxxxxxxxx, Sublandlord shall not be required to make any payment or perform any obligation, and Sublandlord shall have no liability to Subtenant agrees for any matter whatsoever, except for Sublandlord’s obligation to pay all of the rent and additional rent as and when due under the Xxxxxxxxx and otherwise perform its obligations so as to prevent a default by Sublandlord under the Xxxxxxxxx, and for Sublandlord’s obligation to use commercially reasonable costs efforts, upon written request of Subtenant, to cause the Overlandlord to observe and/or perform its obligations under the Xxxxxxxxx. 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 of which the Subleased Premises are a part, including, without limitation, heat, air conditioning, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such action. In the event Sublandlord makes written demand upon Prime Landlord services or brings an action against Prime Landlord facilities shall give rise to enforce Prime Landlordany (i) abatement, diminution or reduction of Subtenant’s obligations under this Sublease, (ii) constructive eviction, whether in whole or in part, or (iii) liability on the Primary Lease part of Sublandlord; except, with respect regard to (iii) only, to the extent caused by the gross negligence or willful misconduct of Sublandlord, its employees, agents, representatives, contractors, clients, guests or invitees. The obligations and duties of Subtenant with regard to Article 13 of the Xxxxxxxxx as the same is incorporated in this Sublease by reference relate to the Subleased Premises, and not the Building as a whole unless the misuse, negligence, willful misconduct or uninsurable acts or omissions of Subtenant, its employees, agents, representatives, contractors, clients, guests, invitees and/or sub-subtenants shall have an adverse impact upon a portion or portions of the Building outside of the Subleased Premises or those portions of the Building systems outside the Subleased Premises; by way of amplification, Subtenant shall not be responsible for structural repairs or repairs to the Building systems or entrance doors unless due to the misuse, negligence, willful misconduct or uninsurable acts or omissions of Subtenant, its employees, agents, representatives, contractors, clients, guests, invitees and/or sub-subtenants. Without derogation of the foregoing, if and to the extent Sublandlord shall receive an abatement pursuant to the provisions of Subsections 35.04(b) and (c) of the Xxxxxxxxx, relative to the Subleased Premises, Subtenant shall be entitled to a portion of such abatement (i.e. as such portion of Subtenant’s rentable square footage affected by the condition giving rise to such abatement relates to the aggregate rentable square footage in the Building also affected by the condition giving rise to the abatement) after deduction of the same portion of all reasonable costs and expenses (costs, fees and/or expenses, including without limitation reasonable attorneys’ fees and expenses) so disbursements incurred by Sublandlord in connection therewith shall be deemed Additional Rent and shall be due and payable by Subtenant to Sublandlord within five (5) days after notice from Sublandlordwith obtaining same.

Performance by Sublandlord. Notwithstanding any other provision of this Sublease, Sublandlord shall have no obligation (a) to furnish or provide, or cause to be furnished or provided, any repairs, restoration, alterations or other work, or electricity, heating, ventilation, air-conditioning, water, elevator, cleaning or other utilities or services, or (b) to comply with or perform or, except as expressly provided in this Sublease, to cause the compliance with or performance of, any of the terms and conditions required to be performed by Prime Landlord pursuant to the terms of the Primary Lease; provided, however, that Subtenant shall expressly be afforded the rights and remedies set forth in Section 8.6 of the Primary Lease with respect to the Subleased Premises but only to the extent that Sublandlord has first been afforded such rights and remedies by Prime Landlord. Subtenant hereby agrees that Prime Landlord is solely responsible for the performance of the foregoing obligations. Notwithstanding the foregoing, upon the written request of Subtenant, Sublandlord shall make a written demand upon Prime Landlord to perform its obligations under the Primary Lease with respect to the Subleased Premises if Prime Landlord fails to perform same within the time frame and in the manner required pursuant to the Primary Lease; provided, however, provided that Subtenant shall reimburse Sublandlord shall not be required to bring for any action against the Prime Landlord to enforce its obligations, unless Subtenant agrees to pay all of Sublandlord’s reasonable costs of such action. In the event Sublandlord makes written demand upon Prime Landlord or brings an action against Prime Landlord to enforce Prime Landlord’s obligations under the Primary Lease with respect to the Subleased Premises, and all reasonable out of pocket costs and expenses (including without limitation reasonable out of pocket attorneys’ fees and expenses' fees) so actually incurred by Sublandlord in connection therewith shall be deemed Additional Rent therewith. If Subtenant is not permitted to do so independently, Sublandlord, at Subtenant’s sole cost and shall be due and payable by expense, agrees upon written request from Subtenant to promptly exercise commercially reasonable efforts to pursue all remedies available to Sublandlord within five (5) days after notice from Sublandlordunder the Primary Lease as requested by the Subtenant.

Performance by Sublandlord. Notwithstanding any other provision of this Sublease, Sublandlord shall have no obligation obligation: (a) to furnish or provide, or cause to be furnished or provided, any repairs, restoration, alterations alterations, or other work, or electricity, heating, ventilation, air-conditioning, water, elevator, cleaning cleaning, or other utilities or services, ; or (b) to comply with or perform or, except as expressly provided in this Sublease, to cause the compliance with or performance of, any of the terms and conditions required to be performed by Prime Landlord pursuant to under the terms of the Primary Lease. Subtenant hereby agrees that Prime Landlord is solely responsible for the performance of the foregoing obligations. Notwithstanding the foregoing, upon on the written request of Subtenant, Sublandlord shall make a written demand upon on Prime Landlord to perform its obligations under the Primary Lease with respect to the Subleased Premises if Prime Landlord fails to perform same within the time frame and in the manner required pursuant to under the Primary Lease; provided, however, Sublandlord Subtenant shall not be required to bring any action against the Prime Landlord to enforce its obligations, unless Subtenant agrees to pay all of Sublandlord’s reasonable costs of such action. In the event If Sublandlord makes written demand upon on Prime Landlord or brings an action against Prime Landlord to enforce Prime Landlord’s 's obligations under the Primary Lease with respect to the Subleased Premises, all reasonable costs and expenses (including including, without limitation limitation, reasonable attorneys’ ' fees and expenses) so incurred by Sublandlord in connection therewith shall be deemed Additional Rent and shall be due and payable by Subtenant to Sublandlord within five thirty (530) days after notice from Sublandlord.

Performance by Sublandlord. Notwithstanding any other provision of this Sublease, Sublandlord shall have no obligation obligation: (a) to furnish or provide, or cause to be furnished or provided, any repairs, restoration, alterations alterations, or other work, or electricity, heating, ventilation, air-conditioning, water, elevator, cleaning cleaning, or other utilities or services, ; or (b) to comply with or perform or, except as expressly provided in this Sublease, to cause the compliance with or performance of, any of the terms and conditions required to be performed by Prime Landlord pursuant to under the terms of the Primary Lease. Subtenant hereby agrees that Prime Landlord is solely responsible for the performance of the foregoing obligations. Notwithstanding the foregoing, upon on the written request of Subtenant, Sublandlord shall make a written demand upon Prime on Landlord to perform its obligations under the Primary Lease with respect to the Subleased Premises if Prime Landlord fails to perform same within the time frame and in the manner required pursuant to under the Primary Lease; provided, however, Sublandlord Subtenant shall not be required to bring any action against the Prime Landlord to enforce its obligations, unless Subtenant agrees to pay all of Sublandlord’s reasonable costs of such action. In the event If Sublandlord makes written demand upon Prime on Landlord or brings an action against Prime Landlord to enforce Prime Landlord’s obligations under the Primary Lease with respect to the Subleased Premises, all reasonable costs and expenses (including including, without limitation limitation, reasonable attorneys’ fees and expenses) so incurred by Sublandlord in connection therewith shall be deemed Additional Rent additional rent and shall be due and payable by Subtenant to Sublandlord within five ten (510) days after notice from Sublandlord.

Performance by Sublandlord. Any obligation of Sublandlord that is contained in this Sublease by incorporating the provisions of the Prime Lease shall be observed or performed by Sublandlord’s using commercially reasonable efforts, after written notice from Subtenant, to cause the Prime Landlord to observe and/or perform the same, and Sublandlord shall have the same period of time as set forth in the Prime Lease to enforce its rights to cause such observance or performance. Sublandlord shall not be required to perform any obligation of the Prime Landlord under the Prime Lease, and Sublandlord shall have no liability to Subtenant for the failure of the Prime Landlord to perform any obligation under the Prime Lease, except for Sublandlord’s obligation to use commercially reasonable efforts, upon receipt of written request of Subtenant, to cause the Prime Landlord to observe and/or perform its obligations under the Prime Lease, and upon the reasonable request of Subtenant, to exercise Sublandlord’s rights and remedies as set forth in the Prime Lease on account of any such default of Prime Landlord. Notwithstanding the foregoing or any other provision of this Subleasethe Prime Lease to the contrary, Sublandlord shall have no obligation (a) hereunder to furnish commence any action or providefile any claim with any court having jurisdiction over the Subleased Premises with respect to any default of Prime Landlord under the Prime Lease. Sublandlord shall not be responsible for any failure or interruption for any reason whatsoever of the services or facilities that are appurtenant to, or cause to be furnished supplied at or providedto, any repairsthe Subleased Premises, restorationincluding, alterations or other workwithout limitation, or electricity, heatingheat, ventilation, air-air conditioning, water, elevatorelevator service and cleaning service, cleaning if any, unless the same arises solely from Sublandlord’s failure to pay when due any amounts owed to the Prime Landlord or other utilities the utility provider (but only in the event that Subtenant has paid such amounts to Sublandlord). No failure to furnish, or servicesinterruption of, any such services or facilities shall give rise to any (a) abatement or reduction of Subtenant’s obligations under this Sublease; provided, however, Subtenant shall be entitled to equitably share in any abatements of Base Rent and Additional Rent relating solely to the Subleased Premises as a result thereof that actually are enjoyed by Sublandlord pursuant to the Prime Lease, or (b) liability on the part of Sublandlord except to comply the extent such failure is attributable to Sublandlord’s gross negligence or willful misconduct, or a default by Sublandlord under the Prime Lease, and with respect to any such default by Sublandlord, such default was not caused by the actions or perform oromissions of Subtenant. Notwithstanding anything in this Sublease to the contrary, except as expressly provided wherever term “Landlord” is used in the Prime Lease in connection with Landlord’s ownership, sale, or management of, or rights to install signage for, alter, modify, or improve, the Premises, Common Areas, Building, or Land, “Landlord’s” right to promulgate rules and regulations, and the like, such term shall be deemed to refer to Prime Landlord. For the avoidance of doubt, Sublandlord shall have no right to collect from Subtenant a property management fee, interest on amortized capital improvements, supervision or oversight fees in connection with Alterations, or administration fees in connection with this Sublease, separate and apart from those due from Sublandlord to cause the compliance with or performance of, any of the terms and conditions required to be performed by Prime Landlord pursuant to the terms and provisions of the Primary Prime Lease. Subtenant hereby agrees that Prime Landlord is solely responsible for the performance of the foregoing obligations. Notwithstanding the foregoing, upon the written request of Subtenant, Sublandlord shall make a written demand upon Prime Landlord to perform its obligations under the Primary Lease with respect to the Subleased Premises if Prime Landlord fails to perform same within the time frame and in the manner required pursuant to the Primary Lease; provided, however, Sublandlord shall not be required to bring any action against the Prime Landlord to enforce its obligations, unless Subtenant agrees to pay all of Sublandlord’s reasonable costs of such action. In the event Sublandlord makes written demand upon Prime Landlord or brings an action against Prime Landlord to enforce Prime Landlord’s obligations under the Primary Lease with respect to the Subleased Premises, all reasonable costs and expenses (including without limitation reasonable attorneys’ fees and expenses) so incurred by Sublandlord in connection therewith shall be deemed Additional Rent and shall be due and payable by Subtenant to Sublandlord within five (5) days after notice from Sublandlord.

Performance by Sublandlord. Notwithstanding any other provision of this Sublease, Sublandlord shall have no obligation (a) to furnish or provide, or cause to be furnished or provided, any repairs, restoration, alterations or other work, or electricity, heating, ventilation, air-conditioning, water, elevator, cleaning or other utilities or services, or (b) to comply with or perform or, except as expressly provided in this Sublease, to cause the compliance with or performance of, any of the terms and conditions required to be performed by Prime Landlord pursuant to the terms of the Primary Lease. Subtenant hereby agrees that Prime Landlord is solely responsible for the performance of the foregoing obligations. Notwithstanding the foregoing, upon the written request of Subtenant, Sublandlord shall make a written demand upon Prime Landlord to perform its obligations under the Primary Lease with respect to the Subleased Premises if Prime Landlord fails to perform same within the time frame and in the manner required pursuant to the Primary Lease; provided, however, Sublandlord Subtenant shall not be required to bring any action against the Prime Landlord to enforce its obligations, unless Subtenant agrees to pay all of Sublandlord’s reasonable costs of such action. In the event Sublandlord makes written demand upon Prime Landlord or brings an action against Prime Landlord to enforce Prime Landlord’s obligations under the Primary Lease with respect to the Subleased Premises, all reasonable costs and expenses (including without limitation reasonable attorneys’ fees and expenses) so incurred by Sublandlord in connection therewith shall be deemed Additional Rent additional rent and shall be due and payable by Subtenant to Sublandlord within five (5) ten days after notice from Sublandlord.

Performance by Sublandlord. Notwithstanding any other provision (a) Any obligation of Sublandlord which is contained in this SubleaseSublease by the incorporation by reference of the provisions of the Lease may be observed or performed by Sublandlord using reasonable efforts to cause the Landlord under the Lease to observe and/or perform the same, and Sublandlord shall have no obligation (a) a reasonable time to furnish or provide, or cause to be furnished or provided, any repairs, restoration, alterations or other work, or electricity, heating, ventilation, air-conditioning, water, elevator, cleaning or other utilities or services, or (b) to comply with or perform or, except as expressly provided in this Sublease, enforce its rights to cause the compliance with such observance or performance of, any of the terms and conditions required to be performed by Prime Landlord pursuant to the terms of the Primary Leaseperformance. Subtenant hereby agrees that Prime Landlord is solely responsible for the performance shall not in any event have any rights in respect of the foregoing obligations. Notwithstanding the foregoing, upon the written request of Subtenant, Sublandlord shall make a written demand upon Prime Landlord to perform its obligations under the Primary Lease with respect to the Subleased Premises if Prime Landlord fails to perform same within greater than Sublandlord's rights under the time frame and in the manner required pursuant Lease, and, notwithstanding any provision to the Primary contrary, as to obligations contained in this Sublease by the incorporation by reference of the provisions of the Lease; provided, however, Sublandlord shall not be required to bring make any action against payment or perform any obligation, and Sublandlord shall have no liability to Subtenant for any matter whatsoever, except for (i) Sublandlord's obligation subject to any abatement rights contained in the Prime Landlord to enforce its obligations, unless Subtenant agrees Lease to pay all of Fixed Rent and Additional Rent when due under the Lease, and to perform all Sublandlord’s reasonable costs of such action. In the event Sublandlord makes written demand upon Prime Landlord or brings an action against Prime Landlord to enforce Prime Landlord’s 's obligations under the Primary Lease that are not Subtenant's obligations to perform under the Sublease or are not occasioned by Subtenant's default of an obligation under this Sublease, (ii) Sublandlord's obligation to use reasonable efforts, upon written request of Subtenant, to cause the Landlord under the Lease to observe and/or perform its obligations under the Lease, and (iii) Sublandlord's obligations to cooperate with respect to the Subleased Premises, all reasonable costs Subtenant at Subtenant's sole cost and expenses (including without limitation reasonable attorneys’ fees and expenses) so incurred by Sublandlord expense as specified in connection therewith shall be deemed Additional Rent and shall be due and payable by Subtenant to Sublandlord within five (5) days after notice from Sublandlordthis Sublease.

Performance by Sublandlord. Notwithstanding any other provision of this Sublease, Sublandlord shall have no obligation (a) to furnish or provide, or cause to be furnished or provided, any repairs, restoration, alterations or other work, or electricity, heating, ventilation, air-conditioning, water, elevator, cleaning or other utilities or services, or (b) to comply with or perform or, except as expressly provided in this Sublease, to cause A. Upon the compliance with or performance of, any of the terms and conditions required to be performed by Prime Landlord pursuant to the terms of the Primary Lease. Subtenant hereby agrees that Prime Landlord is solely responsible for the performance of the foregoing obligations. Notwithstanding the foregoing, upon the written request of Subtenant, Sublandlord Sublandlord, at Subtenant’s sole cost and expense, shall make a written demand upon use reasonable efforts to cause the Prime Landlord to observe and/or perform its the obligations of the Prime Landlord under the Primary Prime Lease with respect which relate to the Subleased Premises if Prime Landlord fails Premises, and Sublandlord shall have a reasonable time to perform same within the time frame and in the manner required pursuant enforce its rights to the Primary Leasecause such observance or performance after request for such enforcement has been made by Sublandlord; provided, however, that Sublandlord shall not be required to bring incur any expense or expend any sums to obtain such enforcement, except to the extent of funds advanced by Subtenant to Sublandlord for such purpose. From time to time, and at any time during the term of this Sublease, Sublandlord, at its sole discretion and at its sole option, upon written notice to Subtenant may, but shall not be obligated to, grant to Subtenant the right (the “Direct Right”), at Subtenant’s sole cost and expense and in the name of Sublandlord, to make, demand or institute any appropriate action or proceeding against the Prime Landlord for enforcement of the obligations of the Prime Landlord in respect of the Premises of which Subtenant has requested enforcement from Sublandlord, and if Sublandlord shall grant the Direct Right to enforce its obligations, unless Subtenant agrees and Prime Landlord has consented to pay all of Sublandlord’s reasonable costs the granting of such action. In Direct Right, Sublandlord thereupon shall be relieved of its obligation to exercise any efforts to cause the event Sublandlord makes written demand upon Prime Landlord or brings an action against Prime Landlord to perform the obligations of which Subtenant shall have enforcement. If Sublandlord elects to grant the Direct Right, (i) Sublandlord shall sign such demands, pleadings and/or other papers that may be reasonably required and shall otherwise cooperate with Subtenant as may be reasonably necessary to enable Subtenant to proceed in Sublandlord’s name to enforce such obligations of the Prime Landlord’s obligations under the Primary Lease with respect , and (ii) Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, any and all loss, cost, damage, expense and liability (including, but not limited to the Subleased Premises, all reasonable costs and expenses (including without limitation reasonable attorneys’ fees and expensesdisbursements) so incurred by Sublandlord by reason of the Subtenant’s exercise of the Direct Right or prosecution of any action or proceeding in connection therewith shall be deemed Additional Rent and shall be due and payable by Subtenant to Sublandlord within five (5) days after notice from Sublandlordtherewith.

Performance by Sublandlord. Notwithstanding any other provision A. Any obligation of Sublandlord which is contained in this SubleaseSublease by incorporating the provisions of the Prime Lease shall be observed or performed by Sublandlord using reasonable efforts (which reasonable efforts specifically shall not include litigation, or the expenditure of money unless reimbursed by Subtenant) to cause the Prime Landlord to observe and/or perform the same, and Sublandlord shall have no obligation (a) a reasonable time to furnish or provide, or cause to be furnished or provided, any repairs, restoration, alterations or other work, or electricity, heating, ventilation, air-conditioning, water, elevator, cleaning or other utilities or services, or (b) to comply with or perform or, except as expressly provided in this Sublease, enforce its rights to cause the compliance with such observance or performance of, any of the terms and conditions required to be performed by Prime Landlord pursuant to the terms of the Primary Leaseperformance. Subtenant hereby agrees that Prime Landlord is solely responsible for the performance of the foregoing obligations. Notwithstanding the foregoing, upon the written request of Subtenant, Sublandlord shall make a written demand upon Prime Landlord to perform its obligations under the Primary Lease with respect to the Subleased Premises if Prime Landlord fails to perform same within the time frame and in the manner required pursuant to the Primary Lease; provided, however, Sublandlord shall not be required to bring perform any action against obligation of the Prime Landlord Landlord. Subtenant shall be entitled to enforce its obligations, unless Subtenant agrees to pay all the rights of Sublandlord’s reasonable costs of such action. In the event Sublandlord makes written demand upon Prime Landlord or brings an action against Prime Landlord to enforce Prime Landlord’s obligations , as tenant under the Primary Prime Lease with respect insofar as the same relate to the Subleased Premises. Sublandlord shall have no liability by reason of any default of Prime Landlord under the Prime Lease, all reasonable costs it being understood that if Sublandlord shall fail to fulfill any obligation of Sublandlord hereunder and expenses (including if such failure is caused by the failure of Prime Landlord to comply with its obligations under the Prime Lease, then Sublandlord shall have no obligation or liability by reason of such failure, but, provided that Subtenant is not in default hereunder, beyond the expiration of any applicable notice and/or cure period, Sublandlord shall use good faith efforts to enforce such obligations against Prime Landlord in accordance with the terms of this Sublease. Without limiting the generality of the foregoing, Subtenant understands that the supplying of services to the extent included in the Prime Lease, including, without limitation reasonable attorneys’ fees limitation, heat, light, water, air conditioning and expenses) so incurred by other utilities, janitorial cleaning, window washing and elevator services, and building maintenance and repair are the obligations of Prime Landlord, and that the Sublandlord has no control thereof, and assumes no responsibility in connection therewith therewith; 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, (b) constructive eviction, in whole or in part, or (c) liability on the part of Sublandlord, unless such failure to furnish, or interruption of, any such services was solely caused by or arose out of Sublandlord’s negligence or willful misconduct or the default by Sublandlord, as tenant, under the Prime Lease (which default was not caused by a default or willful misconduct by Subtenant hereunder). Any recovery obtained against Prime Landlord in connection with Prime Landlord’s default under the Prime Lease or any abatement, credit, set-off or offset, to the extent it relates to an obligation of Prime Landlord which is, by the provisions of this Sublease, intended to benefit Subtenant and/or the Subleased Premises during or after the term hereof, shall be deemed Additional Rent the property of Subtenant and Subtenant shall be due and payable by Subtenant have the right to any such abatement, credit, set-off or offset to the extent Sublandlord within five (5) days after notice from Sublandlordactually receives such abatement, credit, set-off or offset under the Prime Lease.

Performance by Sublandlord. Notwithstanding any other provision of this Sublease, Sublandlord shall have no obligation obligation: (a) to furnish or provide, or cause to be furnished or provided, any repairs, restoration, alterations alterations, or other work, or electricity, heating, ventilation, air-conditioning, water, elevator, cleaning cleaning, or other utilities or services, ; or (b) to comply with or perform or, except as expressly provided in this Sublease, to cause the compliance with or performance of, any of the terms and conditions required to be performed by Prime Landlord pursuant to under the terms of the Primary Lease. Subtenant hereby agrees that Prime Landlord is solely responsible for the performance of the foregoing obligations. Notwithstanding the foregoing, upon on the written request of Subtenant, Sublandlord shall make a written demand upon on Prime Landlord to perform its obligations under the Primary Lease with respect to the Subleased Premises if Prime Landlord fails to perform same within the time frame and in the manner required pursuant to under the Primary Lease; provided, however, Sublandlord Subtenant shall not be required to bring any action against the Prime Landlord to enforce its obligations, unless Subtenant agrees to pay all of Sublandlord’s reasonable costs of such action. In the event If Sublandlord makes written demand upon on Prime Landlord or brings an action against Prime Landlord to enforce Prime Landlord’s 's obligations under the Primary Lease with respect to the Subleased Premises, all reasonable costs and expenses (including including, without limitation limitation, reasonable attorneys’ ' fees and expenses) so incurred by Sublandlord in connection therewith shall be deemed Additional Rent and shall be due and payable by Subtenant to Sublandlord within five ten (510) days after notice from Sublandlord.