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 (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 expensesdisbursements incurred in connection with obtaining same. (B) so incurred During the Term, as long as Subtenant is not in default under any of the covenants of this Sublease (beyond applicable notice and/or grace periods, if any), Sublandlord shall provide, at its sole cost and expense except as otherwise expressly provided to the contrary: (i) necessary passenger elevator facilities on Business Days from 8:00 a.m. to 6:00 p.m. and have one elevator subject to call at all other times, subject to the rules and regulations of the Building; (ii) heat to the Subleased Premises when during such times of the year as are required by law, on Business Days from 8:00 a.m. to 6:00 p.m.; (iii) water for ordinary lavatory, and office pantry purposes, but if Subtenant uses or consumes water for any other purposes or in unusual quantities based upon Sublandlord’s commercially reasonable judgment, Sublandlord may install a water meter at Subtenant’s reasonable expense which Subtenant shall thereafter maintain at Subtenant’s expense in good working order and repair to register such water consumption and Subtenant shall pay for water consumed as shown on said meter as additional rent as and when bills are rendered; (iv) cleaning service for the Subleased Premises on Business Days at Sublandlord’s expense to specifications consistent in all material respects with the cleaning specifications set forth on Exhibit F attached hereto and made a part hereof; (v) air conditioning/cooling will be furnished to Subtenant from May 15th through September 30th on Business Days (Mondays through Fridays, holidays excepted) from 8:00 a.m. to 6:00 p.m. and ventilation will be furnished on Business Days during the aforesaid hours except when air conditioning/cooling is being furnished as aforesaid; and (vi) freight elevator, without charge during move-in to the Subleased Premises, however not to exceed sixteen (16) hours, provided that if use other than move-in Subtenant shall be responsible for any costs of Sublandlord in connection therewith providing same (i.e. xxxxxx’x straight time during Building’s ordinary delivery times), and which may include without limitation overtime charges for the managing agent and/or Sublandlord’s facilities management staff), pursuant to the rules and regulations of the Building (the existing rules and regulations, relating to the scheduling of freight transport are attached hereto as Exhibit C). Subtenant’s use of the freight elevator shall, during the hours of 7:30 a.m. to 11:00 a.m. and 12:15 p.m. to 3:30 p.m. during Business Days, be free of charge except to the extent the Building’s management must install or reinstall protection to a passenger elevator to reasonably accommodate a freight shipment, then Subtenant shall be deemed Additional Rent responsible for the personnel costs associated with the installation and removal of such protection. In the event that the Subtenant wishes to have cooling on days or hours not included above, then the entire cost of supplying the same shall be borne by Subtenant in the amount of $50.00 per hour, (which shall include all customary costs associated with such use as would be charged by a similarly situated building and an administrative fee due Sublandlord equal to ten (10%) percent of the cost of supplying the same) and shall be made available if, and to the extent that the system and equipment serving the Subleased Premises are capable of providing such service. Such sum for cooling shall be increased over the term of this Sublease to the extent Sublandlord’s cost for providing this service is increased including the cost of labor, utilities and supplies used in providing such service. Sublandlord reserves the right to stop services of the heating, elevators, plumbing, air conditioning, power systems or cleaning or other services, if any, when necessary by reason of accident or for repairs, alterations, replacements or improvements necessary or desirable in the judgment of Sublandlord for as long as may be reasonably required by reason thereof. The same shall be done with a minimum of inconvenience to Subtenant, and Sublandlord shall pursue the alteration with due diligence, in a workmanlike manner, with minimal interference, to the extent possible, with the Subtenant’s use and payable by occupancy of the Subleased Premises. (C) Notwithstanding anything herein to the contrary, provided Subtenant complies with the provisions of Section 19 herein, Sublandlord shall allow Subtenant to tap into the Building’s condenser water HVAC supply and return lines at a one time charge of $2,000.00 per tap in. Subtenant shall be responsible for the costs incurred in connection with the tap-ins, inclusive of all plumbing and engineering charges. Subtenant shall cause to be installed all valves and controls as required by Sublandlord’s engineers. Should Sublandlord within five elect to tap in to the Building’s condenser water HVAC supply, Subtenant shall pay to Sublandlord an annual charge equal to $400.00 per ton, based on the tonnage installed by Subtenant. In the event Subtenant elects to install an air cooled air conditioning system that requires a vent to be installed through the exterior of the Building, Sublandlord shall not unreasonably withhold its consent to such installation provided that Subtenant complies with provisions of Section 19 herein, obtains all necessary consents and approvals as required by the Xxxxxxxxx and complies with all applicable rules, laws and regulations. (5D) days after notice from SublandlordSublandlord shall deliver the HVAC system(s) affecting the Subleased Premises in working order and condition.

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 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 estate in the Subleased Premises, all reasonable costs then, at Landlord’s election, or, at the joint election of Sublandlord and expenses (including without limitation reasonable attorneys’ fees Landlord, Subtenant shall attorn to and expenses) so incurred by recognize Landlord as Sublandlord in connection therewith 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 deemed Additional Rent released from any and shall be due all obligations and payable by Subtenant to Sublandlord within five (5) days after notice from Sublandlordliability thereafter arising provided that Landlord assumes all such obligations.

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 expensesdisbursements incurred in connection with obtaining same. (B) so incurred During the Term, as long as Subtenant is, not in default under any of the covenants of this Sublease (beyond applicable notice and/or grace periods, if any), Sublandlord shall provide: (i) necessary passenger elevator facilities on Business Days from 8 a.m. to 7 p.m, and have one elevator subject to call at all other times, subject to the rules and regulations of the Building; (ii) heat to the Subleased Premises when and as required by law, on Business Days from 8 a.m. to 7 p.m.; (iii) water for ordinary lavatory, and office pantry and/or kitchen purposes, but if Subtenant uses or consumes water for any other purposes based upon Sublandlord's commercially reasonable judgment, Sublandlord may install a water meter at Subtenant's reasonable expense which Subtenant shall thereafter maintain at Subtenant's expense in good working order and repair to register such water consumption and Subtenant shall pay for water consumed as shown on said meter as additional rent as and when bills are rendered; (iv) cleaning service for the Subleased Premises on Business Days at Sublandlord's expense to specifications consistent in all material respects with the cleaning in the balance of the office space in the Building, and at a minimum, consistent with other office buildings in the Times Square area; (v) air conditioning/cooling will be furnished to Subtenant from May 15th through September 30th on Business Days (Mondays through Fridays, holidays excepted) from 8:00 a.m. to 7:00 p.m. and ventilation will be furnished on Business Days during the aforesaid hours except when air conditioning/cooling is being furnished as aforesaid; and (vi) freight elevator without charge during move-in and move-out, and intermittently during the Term (provided that if use other than move-in and move-out is after hours, Subtenant shall be responsible for the cost of any costs of Sublandlord in connection therewith providing same, which may include without limitation overtime charges for the managing agent and/or Sublandlord's facilities management staff), pursuant to the rules and regulations of the Building. Sublandlord reserves the right to stop services of the heating, elevators, plumbing, air conditioning, power systems or cleaning or other services, if any, when necessary by reason of accident or for repairs, alterations, replacements or improvements necessary or desirable in the judgment of Sublandlord for as long as may be reasonably required by reason thereof. The same shall be deemed Additional Rent done with a minimum of inconvenience to Subtenant and Sublandlord shall be pursue the alteration with due and payable by Subtenant to Sublandlord within five (5) days after notice from Sublandlorddiligence.

Performance by Sublandlord. Notwithstanding A. Upon the request of Subtenant, Sublandlord, at Subtenant’s sole cost and expense, shall use reasonable efforts to cause the Prime Landlord to observe and/or perform the obligations of the Prime Landlord under the Prime Lease which relate to the Premises, and Sublandlord shall have a reasonable time to enforce its rights to cause such observance or performance after request for such enforcement has been made by Sublandlord; provided, however, that Sublandlord shall not be required to incur any other provision 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 have no grant the Direct Right to Subtenant and Prime Landlord has consented to the granting of such Direct Right, Sublandlord thereupon shall be relieved of its obligation (a) to furnish or provide, or cause to be furnished or provided, exercise 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, efforts 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 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, 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 attorneys’ fees and disbursements) incurred by Sublandlord by reason of the Subtenant’s exercise of the Direct Right or prosecution of any action or proceeding in connection therewith. B. Subtenant shall not in any event have any rights in respect of the Premises greater than Sublandlord’s rights under the Primary Lease with respect Prime Lease, and notwithstanding any provision to the Subleased Premises if contrary, as to obligations contained in this Sublease by the incorporation by reference of the provisions of the Prime Landlord fails Lease or as to perform same within any obligation of the time frame and in the manner required pursuant to the Primary Lease; provided, howeverPrime Landlord, Sublandlord shall not be required to bring provide any action against services or perform any obligation, and Sublandlord shall have no liability to Subtenant for any matter whatsoever, except for Sublandlord’s obligation to use reasonable efforts, upon request of Subtenant and at Subtenant’s sole cost and expense, to cause the lessor under the Prime Lease to observe and/or perform its obligations under the Prime Lease (unless Sublandlord grants the Direct Right to Subtenant and Prime Landlord has consented to enforce its obligations, unless Subtenant agrees to pay all of Sublandlord’s reasonable costs the granting of such actionDirect Right). In Unless due to the event negligence or willful misconduct of Sublandlord makes written demand upon Prime Landlord or brings an action against Prime Landlord its agents, servants, employees or contractors, Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to enforce Prime Landlordor supplied at the Building, including, without limitation, heat, air conditioning, water, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any service 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 part, or (c) liability on 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 part of Sublandlord. C. Nothing contained in connection therewith this Sublease shall be deemed Additional Rent construed to create privity of estate or of contract between Subtenant and shall be due and payable by Subtenant to Sublandlord within five (5) days after notice from Sublandlordthe Prime Landlord.

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 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 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 Subtenant at Subtenant's sole cost and expense as specified in this Sublease. (b) Sublandlord shall not be responsible for any failure or interruption, except by reason of Sublandlord's default under the Lease, of the services or facilities that may be appurtenant to or supplied at the Subleased PremisesBuilding by the Landlord under the Lease or otherwise, including, without limitation, heat, air conditioning, electricity, water, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities not caused by Sublandlord's default 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 part of Sublandlord. (c) If Landlord shall default in the performance of any of its obligations under the Lease or if Subtenant wishes to file a protest or dispute any matter or thing Sublandlord has the right to protest or dispute as tenant under the Lease, Subtenant shall have the right, at Subtenant's sole cost and expense, and in the name of Sublandlord, to file any such protest and/or to make, demand or institute any appropriate action or proceeding against Landlord for the enforcement of its obligations. Sublandlord agrees that it shall sign such demands, pleadings and/or other papers and shall otherwise cooperate with Subtenant, as may be reasonably required or necessary, to enable Subtenant to proceed in Sublandlord's name to enforce the obligations of Landlord, provided that Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, any and all reasonable costs and expenses loss, cost, damage, expense, penalty or liability (including without limitation including, but not limited to, reasonable attorneys’ ' fees and expensesdisbursements) so incurred by Sublandlord in connection therewith shall be deemed Additional Rent and shall be due and payable by reason of the prosecution by Subtenant of any such proceeding or action or the filing of any such protest. Subtenant shall not make any claim against Sublandlord for any damage which may arise, nor shall Subtenant's obligations hereunder be impaired, by reason of (a) the failure of Landlord to Sublandlord within five keep, observe or perform its obligations pursuant to the Lease, or (5b) days after notice from Sublandlordthe acts or omissions of Landlord or any of its agents, contractors, servants, employees, invitees or licensees.

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 Main Lease must be observed or performed by Sublandlord using its reasonable efforts to cause the Landlord under the Main Lease 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 provide, or cause to be furnished or provided, performance. Subtenant shall not in any repairs, restoration, alterations or other work, or electricity, heating, ventilation, air-conditioning, water, elevator, cleaning or other utilities or services, or event have any rights in respect of the Subleased Premises greater than Sublandlord’s rights under the Main Lease. (b) Notwithstanding any provision to comply with or perform orthe contrary, except as expressly provided to 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 such action. Subtenant, to cause the Landlord under the Main Lease to observe and/or perform its obligations under the Main Lease. (c) In the event of a default by Sublandlord makes written demand upon Prime Landlord or brings an action against Prime under the Main Lease after Sublandlord has received any applicable notice and any applicable cure period has expired, Subtenant may endeavor with permission of Landlord to enforce Prime Landlordcure Sublandlord’s default. Except when caused by the actions or inactions of the Sublandlord, Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by the Landlord under the Main Lease or otherwise, including, without limitation, heat, air conditioning, water, elevator service and cleaning service, if any. 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 Primary Lease part of Sublandlord, unless the failure to furnish any such services or facilities is due to the negligent acts of Sublandlord with respect to its obligations under 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 or Sublease.

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 (a) Subtenant shall not have any other provision rights in respect of the Subleased Premises greater than Sublandlord’s rights under the Prime Lease with respect thereto. Subject to the provisions of Paragraph 10(b) below, notwithstanding anything to the contrary in this Sublease, Sublandlord shall have no liability to Subtenant by reason of any default of Prime Landlord (as to obligations of Sublandlord contained in this Sublease by the incorporation by reference of any provision of the Prime Lease), it being understood that if Sublandlord shall fail to fulfill any obligation of Prime Landlord hereunder and 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. Subtenant expressly acknowledges that all of the services provided to the Building and the Subleased Premises are supplied by Prime Landlord, that Sublandlord has no control thereof and assumes no responsibility in connection therewith and that no such failure or interruption shall give rise to any (ai) abatement, diminution or reduction of Subtenant’s obligations under this Sublease (except to furnish the extent that Sublandlord is granted rent abatement under the Prime Lease), (ii) constructive eviction, whether in whole 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 servicesin part, or (iii) liability on the part of Sublandlord, unless and to the extent such failure or interruption is directly attributable only to the negligence or willful misconduct of Sublandlord. (b) Sublandlord shall not be required to comply with make any payment or perform orany obligation, and shall have no liability to Subtenant for any matter whatsoever, except as expressly for Sublandlord’s obligations: (i) to pay the Rent and additional rent due under the Prime Lease (provided Subtenant is not in default, beyond applicable notice and cure periods, in the payment of Rent payable under this Sublease, ); (ii) 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 foregoinguse commercially reasonable good faith efforts, upon the written request of Subtenant, Sublandlord shall make a written demand upon to cause Prime Landlord to observe and 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 (provided that Subtenant pays all costs incurred by Sublandlord in connection therewith) and in the manner required pursuant to the Primary Lease; provided, however, provided that Sublandlord shall not be required obligated to bring commence any action against litigation, except that Sublandlord shall commence any legal proceeding reasonably requested by Subtenant to enforce Sublandlord’s right to obtain performance (including the provision of services, maintenance and repairs) which Prime Landlord is obligated 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 provide with respect to the Subleased PremisesPremises under the Prime Lease if Subtenant (1) gives its prior written consent to each action to be taken by Sublandlord in connection therewith, (2) pays and advances Sublandlord’s reasonable costs in such proceeding (including, without limitation, the reasonable fees and disbursements of Sublandlord’s attorneys) and (3) indemnifies Sublandlord against all reasonable damages, liabilities, costs and expenses (including without limitation reasonable attorneys’ fees and expenses) so incurred by Sublandlord in connection therewith shall with such proceeding, except to the extent arising out of the gross negligence or willful misconduct of Sublandlord, its agents, employees or contractors); (iii) provided that Subtenant is not in default under this Sublease beyond applicable notice and cure periods, not to take any action that would cause a default by Sublandlord as tenant under the Prime Lease. Sublandlord hereby represents and warrants for the benefit of Subtenant that, as of the date hereof, (i) the copy of the Prime Lease attached hereto as Exhibit A is a true and correct copy thereof and that no amendments or modifications have been executed by Sublandlord and Prime Landlord, and the Prime Lease is in full force and effect; (ii) Sublandlord has not received any notice of default from the Prime Landlord under the Prime Lease; and (iii) Sublandlord is in possession of the Subleased Premises. Sublandlord further agrees to pay all amounts of rent payable under the Prime Lease to Prime Landlord in accordance with the terms of the Prime Lease and otherwise perform its obligations under the Prime Lease except to the extent expressly agreed to be deemed Additional Rent and shall be due and payable performed by Subtenant to hereunder; and (iv) Sublandlord within five (5) days after notice promptly shall provide Subtenant with copies of all notices, including notices of default, received by Sublandlord from SublandlordPrime Landlord.

Performance by Sublandlord. Notwithstanding So long as Subtenant is not in default of any other provision of its monetary or material obligations hereunder beyond the expiration of any applicable grace period, Sublandlord shall not do, suffer or permit anything to be done on Sublandlord's behalf (including, without limitation, to fail to make any rental payments due under the 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, 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 furnish or providecause Underlying Landlord to observe and perform the same, or cause to be furnished or but at the sole reasonable cost and expense of Subtenant (including, without limitation, reasonable attorneys' fees and expenses), provided, any repairshowever, restoration, alterations or other work, or electricity, heating, ventilation, air-conditioning, water, elevator, cleaning or other utilities or servicesthat Sublandlord does not guarantee Underlying Landlord's compliance with the Incorporated Provisions, or (b) direct Subtenant to comply with or perform pursue its claim directly against Underlying Landlord (which may be done in Subtenant's name, or, except if required as expressly provided a matter of law or otherwise, in this Subleasethe name of Sublandlord, in either event at Subtenant's sole cost and expense), in which event, Sublandlord shall use reasonable efforts to cause cooperate with Subtenant, (i) Sublandlord's obligation to pay Rent or Additional Rent due under the compliance with or performance ofUnderlying 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 diligent efforts, upon the written request of Subtenant, Sublandlord shall make a written demand upon Prime but at the sole reasonable cost and expense of Subtenant (including, without limitation, reasonable attorneys' fees and expenses), to cause Underlying Landlord to observe and/or perform its obligations under the Primary Underlying Lease (or, in the alternative, to direct Subtenant to pursue its claims against Underlying Landlord) in accordance with respect this Paragraph 7. Notwithstanding anything herein or in the Underlying Lease 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 responsible for any failure or refusal to bring perform (or the interruption of services), for any action against reason whatsoever (unless such failure or refusal to perform (or the Prime interruption of services) is due solely to the default of Sublandlord under the Underlying Lease) of the services or facilities that may be appurtenant to or supplied at the Building, by the Underlying Landlord or otherwise, including, without limitation, heat, air conditioning, water, elevator service, security and cleaning service, if any; and no failure to enforce its obligationsfurnish, 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 (unless Sublandlord receives a corresponding abatement, diminution or reduction under the Underlying Lease) or (ii) liability on the part of Sublandlord, unless Subtenant agrees such failure or refusal to pay all perform (or the interruption of Sublandlord’s reasonable costs services) is due solely to the default 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 SublandlordUnderlying Lease.

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. 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 (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 under 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. (b) If Subtenant gives Sublandlord written notice from Sublandlordreasonably claiming that Landlord is not performing, fulfilling or observing Landlord’s covenants, agreements and obligations contained in the Lease, setting forth with reasonable specification and detail the nature of such non-performance, and requesting that Sublandlord seek performance by Landlord, Sublandlord shall reasonably promptly request Landlord that Landlord perform and use commercially reasonable efforts to cause Landlord to so perform, fulfill or observe (at Subtenant’s expense); it being agreed, however, that Sublandlord shall not be required bring a lawsuit, proceeding or action against Landlord.

Performance by Sublandlord. Notwithstanding (a) Subtenant shall not have any other provision rights in respect of the Subleased Premises greater than Sublandlord’s rights under the Prime Lease with respect thereto. Subject to the provisions of Paragraph 10(b) below, notwithstanding anything to the contrary in this Sublease, Sublandlord shall have no liability to Subtenant by reason of any default of Prime Landlord (as to obligations of Sublandlord contained in this Sublease by the incorporation by reference of any provision of the Prime Lease), it being understood that if Sublandlord shall fail to fulfill any obligation of Prime Landlord hereunder and 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. Subtenant expressly acknowledges that all of the services provided to the Building and the Subleased Premises are supplied by Prime Landlord, that Sublandlord has no control thereof and assumes no responsibility in connection therewith and that no such failure or interruption shall give rise to any (ai) abatement, diminution or reduction of Subtenant’s obligations under this Sublease (except to furnish the extent that Sublandlord is granted rent abatement under the Prime Lease), (ii) constructive eviction, whether in whole 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 servicesin part, or (iii) liability on the part of Sublandlord, unless and to the extent such failure or interruption is directly attributable only to the negligence or willful misconduct of Sublandlord. (b) Sublandlord shall not be required to comply with make any payment or perform orany obligation, and shall have no liability to Subtenant for any matter whatsoever, except as expressly for Sublandlord’s obligations: (i) to pay the Rent and Additional Rent due under the Prime Lease (provided Subtenant is not in default, beyond applicable notice and cure periods, in the payment of Rent payable under this Sublease, ); (ii) 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 foregoinguse commercially reasonable good faith efforts, upon the written request of Subtenant, Sublandlord shall make a written demand upon to cause Prime Landlord to observe and 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 Lease; provided, however, Sublandlord shall not be required to bring any action against the Prime Landlord to enforce its obligations, unless (provided that Subtenant agrees to pay pays 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 therewith) and provided that Sublandlord shall not be deemed Additional Rent obligated to commence any litigation; (iii) provided that Subtenant is not in default under this Sublease beyond applicable notice and cure periods, not to take any action during the Sublease Term that would cause a default by Sublandlord as tenant under the Prime Lease. Sublandlord hereby represents and warrants for the benefit of Subtenant that, as of the date hereof, (i) the copy of the Prime Lease attached hereto as Exhibit A is a true and correct copy thereof and that no amendments or modifications have been executed by Sublandlord and Prime Landlord, and the Prime Lease is in full force and effect; (ii) Sublandlord has not received any notice of default from the Prime Landlord under the Prime Lease; and (iii) Sublandlord is in possession of the Subleased Premises; and (iv) Sublandlord promptly shall be due and payable provide Subtenant with copies of all notices, including notices of default, received by Subtenant to Sublandlord within five (5) days after notice from SublandlordPrime Landlord.

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 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 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.

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. 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 A. Any obligation of Sublandlord which is contained in this Sublease 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 a reasonable time to enforce its rights to cause such observance or performance. Sublandlord shall not be required to perform any other provision obligation of this Subleasethe Prime Landlord. Subtenant shall be entitled to the rights of Sublandlord, as tenant under the Prime Lease 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, it being understood that if Sublandlord shall fail to fulfill any obligation of Sublandlord hereunder and 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, heat, light, water, air conditioning and 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; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (a) to furnish abatement, diminution or providereduction of Subtenant’s obligations under this sublease, (b) constructive eviction, in whole 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 servicesin part, or (bc) liability on the part of Sublandlord, unless such failure to comply 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 perform orany abatement, except as expressly provided in 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 cause benefit Subtenant and/or the compliance Subleased Premises during or after the term hereof, shall be the property of Subtenant and Subtenant shall have the right to any such abatement, credit, set-off or offset to the extent Sublandlord actually receives such abatement, credit, set-off or offset under the Prime Lease. B. Notwithstanding anything in this Sublease to the contrary with or performance ofrespect to any request for overtime services, any of Subtenant may make such request in Subtenant’s name directly to the terms and conditions required to be performed by Prime Landlord pursuant to Landlord, provided such request is made in accordance with the terms of the Primary LeaseLease and a duplicate copy of such request is simultaneously given to Sublandlord. Subtenant However, notwithstanding anything in this Sublease to the contrary, Sublandlord hereby agrees that grants to Subtenant, Sublandlord’s rights under the Lease to receive from Prime Landlord is solely responsible for the performance all of the foregoing obligationsservices and repair rights Sublandlord is owed under the Lease relating to the Subleased Premises to the extent that Sublandlord is entitled (i) to receive same under the Lease and (ii) to grant same to Subtenant. Notwithstanding the foregoing, upon the Upon written request of Subtenant, Sublandlord shall make a written demand upon Prime Landlord to perform use 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 reasonable efforts (which reasonable efforts specifically shall not be required to bring any action against include litigation, or the Prime Landlord to enforce its obligations, expenditure of money 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 reimbursed by Subtenant) to enforce Prime Landlord’s obligations as to such items if Prime Landlord does not respond to Subtenant’s requests, provided that Subtenant shall agree to bear the reasonable cost of any legal proceeding brought to enforce Prime Landlord’s duties, or at Subtenant’s choice, Sublandlord shall assign such right to Subtenant and Subtenant, in the name of Sublandlord and with Sublandlord’s full cooperation, shall enforce such right, at Subtenant’s own cost and expense. C. Promptly upon receipt of written request of Subtenant, Sublandlord shall use reasonable efforts (which reasonable efforts specifically shall not include the expenditure of money (unless reimbursed by Subtenant) or litigation) to cause the Prime Landlord to observe and/or perform its obligations under the Primary Prime Lease. Subtenant shall not in any event have any rights in respect of the Subleased Premises greater than Sublandlord’s rights under the Prime Lease. D. Notwithstanding anything to the contrary herein, if (and to the extent) any Fixed Rent and/or Additional Rent are actually abated, diminished or reduced pursuant to the Prime Lease with in respect to of the Subleased Premises, then Fixed Rent and/or Additional Rent payable hereunder by Subtenant shall also be abated, diminished or reduced during the same period that Fixed Rent and Additional Rent are so abated, diminished or reduced. E. If Prime Landlord shall default in the performance of any of its obligations under the Lease or if Subtenant wishes to file a protest or dispute any matter or thing Sublandlord has the right to protest or dispute as tenant under the Prime Lease, the parties shall take the following steps: (i) Subtenant shall notify Sublandlord of Prime Landlord’s default or Subtenant’s desire to protest or dispute any default or other action on Prime Landlord’s part, and submit to Sublandlord any information or documents that support Subtenant’s claim. Within a reasonable period of time thereafter, Sublandlord shall review such claims and use reasonable efforts to cause Prime Landlord to cure such default or to resolve such dispute. (ii) If Sublandlord does not agree that Prime Landlord has defaulted or that Subtenant has a reasonable basis for such protest or dispute, except in the event of an emergency, either party may, after reasonable attempts to resolve the dispute with senior management from both sides, submit the dispute to expedited arbitration in accordance with the rules of the American Arbitration Association before a single arbitrator. (iii) In the event of an emergency, Sublandlord shall use reasonable efforts to cause Prime Landlord to cure such default or dispute, whether or not Sublandlord agrees that there is a basis for such dispute. (iv) If Sublandlord fails to follow the steps set forth above or, if having done so, Prime Landlord refuses to resolve such default or dispute, then Subtenant shall have the right, at Subtenant’s sole cost and expense, and in the name of Sublandlord, to file any such protest and/or to make, demand or institute any appropriate action or proceeding against Prime Landlord for the enforcement of its obligations. Sublandlord agrees that it shall sign such demands, pleadings and/or other papers and shall otherwise cooperate with Subtenant, as may be reasonably required or necessary, to enable Subtenant to proceed in Sublandlord’s name to enforce the obligations of Prime Landlord, provided that Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, any and all reasonable costs and expenses loss, cost, damage, expense, penalty or liability (including without limitation including, but not limited to, 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.and

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 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 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.