Common use of Performance by Sublessor Clause in Contracts

Performance by Sublessor. Any obligation of Sublessor which is contained in this Sublease by the incorporation by reference of the provisions of the Prime Lease may be observed or performed by Sublessor using its commercially reasonable efforts to cause Prime Lessor under the Prime Lease to observe and/or perform the same, and Sublessor shall have a reasonable time to enforce its rights to cause such observance or performance. Sublessee shall not in any event have any rights in respect of the Premises greater than Sublessor’s rights under the Prime Lease. Notwithstanding any provision of this Sublease to the contrary, as to obligations of the Prime Lessor contained in this Sublease by the incorporation by reference of the provisions of the Prime Lease, Sublessor shall not be required to make any payment or perform any obligation, and Sublessor shall have no liability to Sublessee for any matter whatsoever, except for Sublessor’s obligation to pay the rent and additional rent due under the Prime Lease and for Sublessor’s obligation to use reasonable efforts, upon request of Sublessee, to cause Prime Lessor under the Prime Lease to observe and/or perform its obligations under the Prime Lease. Sublessor shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities supplied at the Premises by Prime Lessor under the Prime Lease or otherwise; and except as herein otherwise expressly provided no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) abatement, diminution or reduction of Sublessee’s obligations under this Sublease, (ii) constructive eviction, whether in whole or in part or (iii) liability on the party of Sublessor.

Performance by Sublessor. Any obligation of Sublessor which is contained in this Sublease by the incorporation incorpo­ration by reference of the provisions of the Prime Main Lease may be observed or performed by Sublessor using its commercially reasonable efforts to cause Prime Lessor under the Prime Lease Overlandlord to observe and/or perform the same, and Sublessor shall have a reasonable time to enforce its rights to cause such observance or performance. Sublessee Sublessor shall not be required to furnish, supply or install anything under any article of the Main Lease. Subtenant shall not in any event have any rights in respect of the Subleased Premises greater than Sublessor’s 's rights under the Prime Main Lease. Notwithstanding , and, notwithstanding any provision of this Sublease to the contrary, as to obligations of that pertain to the Prime Lessor Subleased Premises and are contained in this Sublease by the incorporation by reference of the provisions of the Prime Main Lease, Sublessor shall not be required to make any payment or perform any obligation, and Sublessor shall have no liability to Sublessee Subtenant for any matter whatsoever, except for Sublessor’s 's obligation to pay the rent and additional rent due under the Prime Lease and for Sublessor’s obligation to use reasonable efforts, upon request of Sublessee, to cause Prime Lessor under the Prime Lease to observe and/or perform its obligations under the Prime Main Lease. Sublessor shall not be responsible for any failure or interruption, for any reason whatsoeverother than the negligent act or omission of Sublessor, of the services or facilities that may be appurtenant to or supplied at the Premises Building by Prime Lessor under the Prime Lease Overlandlord or otherwise, including, without limitation, heat, air conditioning, water, electricity, elevator service and cleaning service, if any; and except as herein otherwise expressly provided no failure to furnish, or interruption of, any such services or facilities shall give rise to any (ia) abatement, diminution or reduction of Sublessee’s Subtenant's obligations under this Sublease, (iib) constructive eviction, whether in whole or in part part, or (iiic) liability on the party part of Sublessor (other than for a failure to furnish or interruption of such services or facilities caused by the negligent act or omission of Sublessor).

Performance by Sublessor. (a) Any obligation of Sublessor which is contained in this Sublease by the incorporation by reference of the provisions of the Prime Main Lease may and which is the obligation of the Overlandlord thereunder, may, upon Subtenant's request and at Subtenant's sole cost and expense, be observed or performed by Sublessor using its commercially reasonable efforts to cause Prime Lessor under Overlandlord to observe and/or perform the Prime Lease same; provided, however, that Subtenant shall pay on demand any cost or expense (including, without limitation, reasonable attorney's fees) incurred by Sublessor in causing Overlandlord to observe and/or perform the same, and Sublessor shall have a reasonable time to enforce its rights to cause such observance or performance. Sublessee Sublessor shall not be required to furnish, supply or install anything required to be furnished, supplied or installed by Overlandlord under any article of the Main Lease. Subtenant shall not in any event have any rights in respect of the Subleased Premises greater than Sublessor’s 's rights under the Prime Main Lease. Notwithstanding any provision of this Sublease to the contrary, as to obligations of the Prime Lessor contained incorporated in this Sublease by the incorporation by reference of to the provisions of the Prime Main Lease, Sublessor shall not be required to make any payment or perform any obligation, and Sublessor shall have no liability to Sublessee Subtenant for any matter whatsoever, except for Sublessor’s 's obligation to pay the rent and additional rent due under the Prime Main Lease and for Sublessor’s 's obligation to use reasonable efforts, upon request of SublesseeSubtenant, but at the sole cost and expense of Subtenant as provided above, to cause Prime Lessor under the Prime Lease Overlandlord to observe and/or perform its obligations under the Prime Main Lease. Sublessor shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities supplied at the Premises by Prime Lessor under the Prime Lease or otherwise; and except as herein otherwise expressly provided no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) abatement, diminution or reduction of Sublessee’s obligations under this Sublease, (ii) constructive eviction, whether in whole or in part or (iii) liability on the party of Sublessor.

Performance by Sublessor. Any obligation of Sublessor which is contained in this Sublease by the incorporation by reference shall not be required to ------------------------ furnish, supply or install anything required under any article of the provisions Main Lease. Sublessor shall have no liability or responsibility whatsoever for Overlandlord's failure or refusal to perform under the Incorporated Provisions. Subtenant shall have the right to instruct Overlandlord with respect to the performance by Overlandlord of Overlandlord's obligations as landlord under the Prime Lease may be observed or performed by Main Lease. Upon Sublessor's receipt of a written notice from Subtenant that Sublessor using has failed to perform an obligation under the Incorporated Provisions, (because of a failure of Overlandlord to perform its obligation under the Main Lease) then Sublessor shall use its commercially reasonable efforts to cause Prime Lessor under the Prime Lease Overlandlord to observe and/or and perform the same, provided, however, that Sublessor does not guarantee Overlandlord's compliance with the Incorporated Provisions and further provided that in no event shall Sublessor be required to initiate any litigation proceedings or file suit against Overlandlord. Any action undertaken or done by Sublessor or Subtenant shall be at Subtenant's sole cost and expense, Sublessor shall not be responsible for any cost or expense related thereto, and Sublessor shall have a reasonable time not be subject to enforce its rights to cause such observance or performanceunreasonable administrative burden in connection therewith. Sublessee Subtenant shall not in any event have any rights in respect of the Premises greater than Sublessor’s 's rights under the Prime Main Lease. Notwithstanding any provision of this Sublease to the contrarycontrary contained herein, as to obligations of the Prime Lessor contained in this Sublease by the incorporation by reference of the provisions of the Prime LeaseIncorporated Provisions, Sublessor shall not be required to make any payment or perform any obligation, and Sublessor shall have no liability to Sublessee Subtenant for any matter whatsoever, except for (i) Sublessor’s 's obligation to pay the rent and additional rent due under the Prime Lease Main Lease, and for (ii) Sublessor’s 's obligation to use reasonable efforts, upon the written request of Sublesseeand at the expense of Subtenant, to cause Prime Lessor under the Prime Lease Overlandlord to observe and/or perform its obligations under the Prime LeaseMain Lease (or, in the alternative, to direct Subtenant to pursue its claim against Overlandlord). Sublessor 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 Premises Building, by Prime Lessor under the Prime Lease Overlandlord or otherwise, including, without limitation, heat, air conditioning, water, elevator service and cleaning service, if any; and except as herein otherwise expressly provided no failure to furnish, or interruption of, any such services or facilities shall give rise to any any: (i) abatement, diminution or reduction of Sublessee’s Subtenant's obligations under this Sublease, ; (ii) constructive eviction, whether in whole or in part part; or (iii) liability on the party part of Sublessor.

Performance by Sublessor. Any obligation of Sublessor which is contained in this Sublease by the incorporation by reference of the provisions of the Prime Main Lease may be observed or performed by Sublessor using its commercially reasonable best efforts (at the sole cost and expense of Subtenant) to cause Prime Lessor under the Prime Lease Overlandlord to observe and/or perform the same, and Sublessor shall have a reasonable time to enforce its rights to cause such observance or performance. Sublessee Sublessor shall not be required to furnish, supply or install anything required to be furnished, supplied or installed by Overlandlord under any article of the Main Lease. Subtenant shall not in any event have any rights in respect of the Subleased Premises greater than Sublessor’s 's rights under the Prime Lease. Notwithstanding any provision of this Sublease to the contrary, as to obligations of the Prime Lessor contained in this Sublease by the incorporation by reference of the provisions of the Prime Lease, Sublessor shall not be required to make any payment or perform any obligation, and Sublessor shall have no liability to Sublessee for any matter whatsoever, except for Sublessor’s obligation to pay the rent and additional rent due under the Prime Lease and for Sublessor’s obligation to use reasonable efforts, upon request of Sublessee, to cause Prime Lessor under the Prime Lease to observe and/or perform its obligations under the Prime Main Lease. Sublessor shall not be responsible for any failure of Overlandlord to make structural or interruption, for any reason whatsoever, of other repairs or improvements to the services or facilities supplied Subleased Premises but Sublessor shall use its best efforts (at the Premises by Prime Lessor under sole cost and expense of Subtenant) to cause Overlandlord to make such repairs or improvements, to the Prime Lease extent provided for in the Main Lease. If Sublessor is unable, due to reasons beyond Sublessor's reasonable control, to provide heat, air conditioning, water, elevator or otherwise; and except as herein otherwise expressly provided no other service, then the failure to furnish, or interruption of, any such services or facilities shall not give rise to any any: (ia) abatement, diminution or reduction of Sublessee’s Subtenant's obligations under this Sublease, (iib) constructive eviction, whether in whole or in part part, or (iiic) liability of any kind on the party part of Sublessor, unless caused directly by Sublessor's own gross negligence. If Overlandlord shall default in the performance of any of its obligations under the Main Lease with respect to the Subleased Premises, Sublessor shall, upon the written request of Subtenant, make a demand upon the Overlandlord to perform its obligations under the Main Lease with respect to the Subleased Premises. If, following the making of such demand and the expiration of any applicable grace period granted to the Overlandlord under the Main Lease, Overlandlord has failed to perform its obligations under the Main Lease, then Sublessor shall, upon the request and at the sole cost and expense of Subtenant (including, but not limited to, payment of all of Sublessor's attorney's fees and costs) timely institute and diligently prosecute any action or proceeding which Subtenant, in its reasonable judgment, deems meritorious, in order to have Overlandlord make such repairs, furnish such electricity, provide such services or comply with any other obligation of Overlandlord under the Main Lease. Sublessor or its attorney shall keep Subtenant apprised of the status of such action or proceeding and shall not settle the same without the prior written consent of Subtenant, such consent not to be unreasonably withheld. Notwithstanding the foregoing, Sublessor shall have no obligation to institute or diligently prosecute any action or proceeding which Subtenant could bring directly against Overlandlord without Sublessor being a party to such action or proceeding. Subtenant shall protect, defend, indemnify and hold harmless Sublessor from and against any and all claims arising from or in connection with such request, action or proceeding. As a condition precedent to Sublessor's obligations to commence, continue or prosecute any such action, Sublessor may require Subtenant to post such cash or other collateral as Sublessor reasonably deems appropriate to secure all of Subtenant's obligations under this provision. All amounts payable under this provision shall be deemed additional rent hereunder. This provision shall survive the expiration or other termination of this Sublease.

Performance by Sublessor. Any obligation of Sublessor which is contained in this Sublease by the incorporation by reference of the provisions of the Prime Main Lease may be observed or performed by Sublessor using its commercially reasonable efforts to cause Prime Lessor under the Prime Lease Overlandlord to observe and/or perform the same, and Sublessor shall have a reasonable time to enforce its rights to cause such observance or performance. Sublessee Sublessor shall not be required to furnish, supply or install anything under any article of the Main Lease. Subtenant shall not in any event have any rights in respect of the Subleased Premises greater than Sublessor’s rights under the Prime Main Lease. Notwithstanding , and, notwithstanding any provision of this Sublease to the contrary, as to obligations of that pertain to the Prime Lessor Subleased Premises and are contained in this Sublease by the incorporation by reference of the provisions of the Prime Main Lease, Sublessor shall not be required to make any payment or perform any obligation, and Sublessor shall have no liability to Sublessee for obligation or provide any matter whatsoever, except for Sublessor’s obligation to pay the rent and additional rent due under the Prime Lease and for Sublessor’s obligation to use reasonable efforts, upon request of Sublessee, to cause Prime Lessor under the Prime Lease to observe and/or perform its obligations under the Prime Leaseservices. Sublessor shall not be responsible for any failure or interruption, for any reason whatsoever, other than as a direct result of Sublessor’s exclusive gross negligence, of the services or facilities that may be appurtenant to or supplied at the Premises by Prime Lessor Building(s) under the Prime Main Lease or otherwise, including, without limitation, heat, air conditioning, water, electricity, elevator service and cleaning service, if any; and except as herein otherwise expressly provided no failure to furnish, or interruption of, any such services or facilities shall give rise to any (ia) abatement, diminution or reduction of SublesseeSubtenant’s obligations under this Sublease, (iib) constructive eviction, whether in whole or in part part, or (iiic) liability on the party part of Sublessor, unless directly and exclusively caused by the gross negligence of Sublessor. Notwithstanding the foregoing, (i) upon the occurrence of an event that would give Sublessor the right to withhold or offset against Fixed Rent (as such term is defined in the Main Lease) as provided in Paragraph 17(b) of the Main Lease, Sublessor agrees to exercise such offset right following the written request of Subtenant, in which event Subtenant shall also be entitled to a proportionate reduction in the amount of Fixed Rent due to Sublessor under this Sublease, and (ii) upon the occurrence of an event that would entitle Sublessor to an abatement in Fixed Rent and Additional Rent (as such terms are defined in the Main Lease) as provided in Paragraph 15(b) of the Main Lease, Sublessor agrees that Subtenant shall also be entitled to a proportionate abatement in the amount of Fixed Rent and Additional Rent due to Sublessor under this Sublease.

Performance by Sublessor. Any obligation of Sublessor which is contained in this Sublease by the incorporation by reference of the provisions of the Prime Lease may be observed or performed by Sublessor using its commercially reasonable efforts to cause Prime Lessor the Landlord under the Prime Lease to observe and/or perform the samesame (which obligations include, without limitation, services to be provided by Landlord and restoration of damaged property), and Sublessor shall have a reasonable time to enforce its rights to cause such observance or performance. Sublessee Subtenant shall not in any event have any rights in respect of the Subleased Premises greater than Sublessor’s rights right with respect thereto under the Prime Lease. Notwithstanding , and, notwithstanding any provision of this Sublease to the contrary, as to obligations of the Prime Lessor contained in this Sublease by the incorporation by reference of the provisions of the Prime Lease, Sublessor shall not be required to make any payment or perform any obligation, and Sublessor shall have no liability to Sublessee Subtenant for any matter whatsoever, except for Sublessor’s obligation to pay the rent Total Rent (to the extent paid to Sublessor by Sublessee and additional rent due under the Prime Lease not paid by Sublessee to Landlord directly) and for Sublessor’s obligation to use reasonable efforts, upon request of SublesseeSubtenant, to cause Prime Lessor under the Prime Lease Landlord to observe and/or perform its Landlord’s obligations under the Prime Lease. Sublessor shall not be responsible for any failure or interruption, for any reason whatsoever, of the services of facilities that may be appurtenant to or facilities supplied at the Building of which the Subleased Premises by Prime Lessor under are a part or of the Prime Lease or otherwiseair conditioning, electricity, water, elevator service and cleaning service, if any; and except as herein otherwise expressly provided no failure to furnish, or interruption of, of any such services or facilities unless caused by Sublessor shall give rise to any (ia) abatement, diminution or reduction of SublesseeSubtenant’s obligations under this Sublease, ; (iib) constructive eviction, whether in whole or in part part, or (iiic) liability on the party part of Sublessor. Notwithstanding any provision to the contrary, as to obligations contained in this Sublease by the incorporation by reference of the Lease, Subtenant is taking the Subleased Premises “AS-IS” without any warranties, representations or obligations on the part of Sublessor, or any other party, to perform any alterations, repairs, work or services in or to the Subleased Premises, and Sublessor shall not have any obligation to furnish, render or supply any work, labor, services, material, fixtures, or equipment to make the Subleased Premises ready for occupancy.

Performance by Sublessor. Any obligation of Sublessor which is contained in this Sublease by the incorporation by reference of the provisions of the Prime Main Lease may be observed or performed by Sublessor using its commercially reasonable efforts to cause Prime Lessor the Overlandlord under the Prime Main Lease to observe and/or perform the same, and Sublessor shall have a reasonable time to enforce its rights to cause such observance or performance; provided, however, Sublessor shall have no obligation to bring a claim or litigate against Overlandlord under the Main Lease in connection with any such enforcement. Sublessee Sublessor shall not be required to furnish, supply or install anything under any section of the Main Lease. Subtenant shall not in any event have any rights in respect of the Subleased Premises greater than Sublessor’s 's rights under the Prime Main Lease. Notwithstanding , and, notwithstanding any provision of this Sublease to the contrary, as to obligations of that pertain to the Prime Lessor Subleased Premises and are contained in this Sublease by the incorporation by reference of the provisions of the Prime Main Lease, Sublessor shall not be required to make any payment or perform any obligation, and Sublessor shall have no liability to Sublessee Subtenant for any matter whatsoever, except for Sublessor’s 's obligation to pay the rent and additional rent due under the Prime Main Lease and for Sublessor’s obligation to use reasonable effortsperform any obligations of Sublessor to be performed by it in accordance with this Sublease, upon request as limited by the terms of Sublessee, to cause Prime Lessor under the Prime Lease to observe and/or perform its obligations under the Prime Leasethis Sublease. Sublessor 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 Premises Building(s) by Prime Lessor the Overlandlord under the Prime Main Lease or otherwise; , including, without limitation, heat, air conditioning, water, electricity, elevator service and except as herein otherwise expressly provided no cleaning service, if any. No failure to furnish, or interruption of, any such services or facilities shall give rise to any (ia) abatement, diminution or reduction of Sublessee’s Subtenant's obligations under this Sublease, (iib) constructive eviction, whether in whole or in part part, or (iiic) liability on the party part of Sublessor.. ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under

Performance by Sublessor. Any obligation of Sublessor which is contained in this Sublease by the incorporation by reference of the provisions of the Prime Main Lease may shall be observed or performed by Sublessor using its commercially reasonable efforts to cause Prime Lessor the landlord under the Prime Main Lease to observe and/or perform the same, and Sublessor shall have a reasonable time to enforce its rights to cause such observance or performance. Sublessee Sublessor shall not be required to furnish, supply or install anything under any article of the Main Lease. Subtenant shall not in any event have any rights in respect of the Subleased Premises greater than Sublessor’s 's rights under the Prime Main Lease. Notwithstanding , and notwithstanding any provision of this Sublease to the contrary, as to obligations of that pertain to the Prime Lessor Subleased Premises and are contained in this Sublease by the incorporation by reference of the provisions of the Prime Main Lease, Sublessor shall not be required to make any payment or perform any obligation, and Sublessor shall have no liability to Sublessee Subtenant for any matter whatsoever, except for Sublessor’s 's obligation to pay the rent and additional rent due under the Prime Main Lease and for Sublessor’s 's obligation to use reasonable efforts, upon request of SublesseeSubtenant, to cause Prime Lessor the landlord under the Prime Main Lease to observe and/or perform its obligations under the Prime Main Lease. If Sublessor fails, after using reasonable efforts, to cause the landlord under the Main Lease to observe and/or perform its obligation under the Main Lease, Subtenant shall have the right, upon notice to Sublessor, to bring an action in Sublessor's name, to accomplish such purpose. Sublessor 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 Premises Building by Prime Lessor the landlord under the Prime Main Lease or otherwise, including, without limitation, heat, air conditioning, water, electricity, elevator service and cleaning service, if any; and except as herein otherwise expressly provided no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) abatement, diminution or reduction of Sublessee’s obligations under this Sublease, (ii) constructive eviction, whether in whole or in part or (iii) liability on the party part of Sublessor except to the extent caused by Sublessor's failure to use reasonable efforts to cause landlord to perform such obligations under the Main Lease.

Performance by Sublessor. Any obligation In the event of Sublessor which is contained in this Sublease any default by the incorporation by reference Main ------------------------ Landlord under the terms of the provisions Main Lease, Subtenant shall give Sublessor and the Main Landlord written notice thereof. Sublessor shall have no obligations whatsoever to Subtenant with respect to the Subleased Premises, including, without limitation, with respect to alteration, repair, maintenance, or warranties, representations, covenants or agreements of the Prime Lease may be observed or performed by Main Landlord. Upon the request of Subtenant, Sublessor using shall use its commercially reasonable efforts to cause Prime Lessor under the Prime Lease Main Landlord to observe and/or perform the sameobligations of the Main Landlord under the Main Lease which relate to the Subleased Premises, and Sublessor shall have a reasonable time to enforce its rights to cause such observance or performanceperformance in accordance with the terms of the Main Lease after request for such enforcement has been made by Sublessor; provided, however, that Sublessor shall not be required to incur any expense or expend any sums to obtain such enforcement, except to the extent of funds advanced by Subtenant to Sublessor for such purpose. Sublessee Subtenant shall not in any event have any rights in with respect of to the Subleased Premises greater than Sublessor’s 's rights under the Prime Lease. Notwithstanding Main Lease and, notwithstanding any provision of this Sublease to the contrary, as to obligations of that pertain to the Prime Lessor Subleased Premises and are contained in this Sublease by the incorporation by reference of the provisions of the Prime Main Lease, Sublessor shall not be required to make any payment or perform any obligation, and Sublessor shall have no liability to Sublessee Subtenant for any matter whatsoeversuch payment or performance, except for Sublessor’s obligation to pay the rent and additional rent due under the Prime Lease and for Sublessor’s 's obligation to use the aforesaid reasonable efforts, upon request of Sublessee, to cause Prime Lessor under the Prime Lease to observe and/or perform its obligations under the Prime Lease. Sublessor 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 Premises Building by Prime Lessor the Main Landlord under the Prime Main Lease or otherwise, including, without limitation, heat, air conditioning, water, electricity, elevator service and cleaning service, if any; and except as herein otherwise expressly provided no failure to furnish, or interruption of, any such services or facilities shall give rise to any (ia) abatement, diminution or reduction of Sublessee’s Subtenant's obligations under this Sublease, (iib) constructive eviction, whether in whole or in part or (iiic) liability on the party part of Sublessor. Sublessor shall promptly provide Subtenant with a copy of any written notice received from the Main Landlord that states that (a) Sublessor is in default in the payment, performance or observance of any provision of the Main Lease, and (b) Main Landlord intends to terminate the Main Lease as a result thereof.

Performance by Sublessor. (a) Any obligation of Sublessor which is contained in this Sublease by Overlandlord under ------------------------ the Xxxxxxxxx which, pursuant to the incorporation by reference of the provisions of the Prime Lease may set forth in Section 3 hereof, is to be performed by Sublessor, shall be observed or performed by Sublessor using its commercially reasonable and diligent efforts to cause Prime Lessor under the Prime Lease Overlandlord to observe and/or perform the same, and Sublessor shall have a reasonable time within which to enforce its rights to cause such observance or performance. Sublessee Any obligation of Sublessor under this Sublease, to the extent that it is (i) not an obligation of Overlandlord under the Xxxxxxxxx (as incorporated herein by reference), and (ii) specifically set forth in this Sublease as an obligation of Sublessor and not of Overlandlord, shall be observed and performed by Sublessor. Subtenant shall not in any event have any rights in respect of the Subleased Premises greater than Sublessor’s 's rights under the Prime LeaseXxxxxxxxx. Notwithstanding any provision of Except as otherwise set forth in Section 3 hereof or elsewhere in this Sublease to Sublease, Sublessor agrees that Subtenant shall have and enjoy the contrarysame rights which Sublessor, as tenant under the Xxxxxxxxx, has to obligations performance by Overlandlord of any service, repair, alteration or other similar obligation which is the obligation of Overlandlord to perform in respect of the Prime Lessor contained in this Sublease by the incorporation by reference of the Subleased Premises pursuant to those provisions of the Prime LeaseXxxxxxxxx incorporated herein by reference; provided, Sublessor shall not be required to make any payment or perform any obligationhowever, and Sublessor shall have no liability to Sublessee for any matter whatsoeverthat, except for Sublessor’s obligation to pay the rent and additional rent due under the Prime Lease and for Sublessor’s 's obligation to use reasonable efforts, upon request of Sublessee, and diligent efforts to cause Prime Lessor under the Prime Lease Overlandlord to observe and/or or perform its obligations under pursuant to the Prime Lease. Sublessor shall not be responsible for any failure or interruptionXxxxxxxxx, for any reason whatsoeveras set forth herein, of the services or facilities supplied at the Premises by Prime Lessor under the Prime Lease or otherwise; and except as herein otherwise expressly set forth to the contrary in this Sublease, in no event shall Sublessor have any obligation or responsibility whatsoever to provide or perform any such service, repair, alteration or other similar obligation including, but not limited to, the obligation of Overlandlord to (i) make restorations or repairs after damage to the Building or the Subleased Premises by fire or other casualty or after condemnation pursuant to Articles 15 and 16 of the Xxxxxxxxx, (ii) make the repairs or alterations referred to in Article 11 of the Xxxxxxxxx, or (iii) provide the services specified in Article 12, Section 13.05, Article 14 and Article 25 of the Xxxxxxxxx. Subtenant further acknowledges and agrees that each such obligation shall be provided no or performed by Overlandlord and not by Sublessor. No failure to furnish, or interruption of, any such services or facilities shall give rise to any (ix) abatement, diminution or reduction of Sublessee’s Subtenant's obligations under this Sublease, except as set forth in Subsection 4(b) hereof, (iiy) constructive eviction, whether in whole or in part part, or (iiiz) liability on the party part of Sublessor.

Performance by Sublessor. Any It is expressly agreed by and between the parties hereto that Sublessor shall pay the rental and additional charges required to be paid under the Main Lease provided, however, that Sublessor shall have no obligation to Subtenant to make such payments in the event Subtenant is in default hereunder. Subtenant acknowledges that Sublessor shall not be required to furnish, supply or install any services or utilities of any kind whatsoever under any provisions of the Main Lease, including, without limitation, Article 6 therein contained, and Sublessor which is shall not be obligated to make any repairs or restorations of any kind whatsoever in the Subleased Premises. Subtenant shall not have any rights in respect of the Subleased Premises greater than Sublessor’s rights under the Main Lease, and, notwithstanding any provision to the contrary, as to obligations contained in this Sublease by the incorporation by reference of the provisions of the Prime Lease may be observed or performed by Sublessor using its commercially reasonable efforts to cause Prime Lessor under the Prime Lease to observe and/or perform the same, and Sublessor shall have a reasonable time to enforce its rights to cause such observance or performance. Sublessee shall not in any event have any rights in respect of the Premises greater than Sublessor’s rights under the Prime Lease. Notwithstanding any provision of this Sublease to the contrary, as to obligations of the Prime Lessor contained in this Sublease by the incorporation by reference of the provisions of the Prime Main Lease, Sublessor shall not be required to make any payment or to perform any obligation, and Sublessor shall have no liability to Sublessee for any matter whatsoever, except for Sublessor’s obligation to pay the rent and additional rent due of Landlord under the Prime Lease and for Sublessor’s obligation to use reasonable efforts, upon request of Sublessee, to cause Prime Lessor under the Prime Lease to observe and/or perform its obligations under the Prime Main Lease. Sublessor shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities (if any) that may be appurtenant to or supplied at the Building of which the Subleased Premises are a part by Prime Lessor the Landlord under the Prime Main Lease or otherwise, including, without limitation, heat, ventilation, air-conditioning, electricity, water, elevator service and cleaning service, if any; and except as herein otherwise expressly provided no failure to furnish, or interruption of, any such services or facilities shall give rise to any (ia) abatement, diminution or reduction of SublesseeSubtenant’s obligations under this Sublease, except as may be otherwise expressly set forth in this Agreement, (iib) constructive eviction, whether in whole or in part or part, except to the extent Sublessor is entitled to any such remedy under express terms contained in the Main Lease or, (iiic) liability on the party part of Sublessor. Nothing herein or in the Main Lease shall be construed to require Sublessor to cure any default of Landlord under the Main Lease or to bring any action or proceeding or to take any steps to enforce Sublessor’s rights against Landlord in respect thereof. If Subtenant shall, however, make a written demand upon Sublessor to proceed against Landlord, and if Sublessor shall fail or refuse to take appropriate action pursuant thereto to enforce the rights of Sublessor against Landlord under the Main Lease, then Subtenant shall have the right, subject to the prior written consent of Sublessor, which shall not be unreasonably withheld, conditioned or delayed, to maintain, in the name of Sublessor, but at Subtenant’s sole cost and expense, any action or actions to compel Landlord to discharge the responsibilities of Landlord under the Main Lease; provided that Subtenant shall indemnify and hold harmless Sublessor from and against any and all costs, claims liabilities, damages or other expense whatsoeover to which Sublessor may be exposed and which Sublessor may incur (including, without limitation, any legal fees and expenses incurred by Sublessor) in connection with any such action by Subtenant.

Performance by Sublessor. Any obligation of Sublessor which is Notwithstanding anything to the contrary contained in this Sublease by the incorporation by reference of the provisions of the Prime Lease may be observed or performed by Sublessor using its commercially reasonable efforts to cause Prime Lessor under the Prime Lease to observe and/or perform the same, and Sublessor shall have a reasonable time to enforce its rights to cause such observance or performance. Sublessee shall not in any event have any rights in respect of the Premises greater than Sublessor’s rights under the Prime Lease. Notwithstanding any provision of this Sublease to the contrary, as to obligations of the Prime Lessor contained in this Sublease by the incorporation by reference of the provisions of the Prime LeaseSublease, Sublessor shall not be required to make furnish, supply or install anything required of Master Lessor under any payment Article or perform Section of the Master Lease, provided, however, that Sublessor shall promptly notify Master Lessor of any obligation, and maintenance deficiencies or repair obligations of Master Lessor under the Master Lease within a reasonable time (but in no event more than two (2) business days) after Sublessee notifies Sublessor of such deficiencies. Sublessor shall have no liability or responsibility whatsoever for Master Lessor’s failure or refusal to Sublessee for any matter whatsoeverperform under the Master Lease, except for unless such non-performance is a result of Sublessor’s obligation to pay breach or default of the rent and additional rent due under the Prime Master Lease and for such breach or default is not caused by Sublessee. Sublessor’s obligation to use its commercially reasonable efforts, upon request of Sublessee, good faith efforts to cause Prime Master Lessor under the Prime Lease to observe and/or and perform its obligations under the Prime Master Lease shall not be a guarantee by Sublessor of Master Lessor’s compliance with the provisions of the Master Lease, and in no event shall Sublessor be required to initiate any litigation proceedings or file suit against Master Lessor. Sublessor agrees to pay all rent payable under the Master Lease to Master Lessor in accordance with the terms of the Master Lease, and otherwise to perform its obligations under the Master Lease except to the extent Sublessee expressly agrees to perform such obligations with respect to the Sublease Premises pursuant to the terms hereof. Sublessor shall not be responsible for deliver promptly to Sublessee copies of all notices Sublessor receives from Master Lessor with respect to the Master Lease and/or the Premises. Sublessor covenants and agrees to pay all rent, and any failure or interruptionother amounts, for any reason whatsoeverdue and payable under the Master Lease on a timely basis. Any rental abatement available to Sublessor under the Master Lease in connection with a disruption in utilities, casualty, unavailability of the services Sublease Premises or facilities supplied at similar matter (excluding, however, any abatement under Sections 3.2, 3.3 and 3.4 of the Premises by Prime Lessor Master Lease) shall apply on a fair and equitable basis to Monthly Base Rent and Additional Rent applicable hereunder. (By many of illustration and not limitation, if 50% of Sublessor’s monthly base rent is abated under the Prime Master Lease or otherwise; and except as herein otherwise expressly provided no failure with respect to furnishthe Sublease Premises, or interruption of, any such services or facilities shall give rise to any (i) abatement, diminution or reduction then 50% of Sublessee’s obligations under this Sublease, (ii) constructive eviction, whether in whole or in part or (iii) liability on the party Monthly Base Rent shall be abated hereunder; and if 50% of Sublessor’s monthly base rent under the Master Lease is abated due to events, conditions or circumstances not applicable to or affecting the Sublease Premises, there shall be no abatement of Sublessee’s Monthly Base Rent hereunder.) Sublessor shall promptly deliver to Sublessee any notice received from Master Lessor or its agents in connection with the Master Lease that directly pertains to the Sublease or the Sublease Premises. Sublessor shall indemnify, defend and hold harmless Sublessee from any breach by Sublessor of the provisions of this Paragraph or Paragraph C below, including without limitation the reasonable costs of Sublessee’s attorneys.

Performance by Sublessor. Any obligation of Sublessor which is contained in this Sublease by the incorporation by reference shall not be required to furnish, supply or install anything required under any article of the provisions Main Lease. Sublessor shall have no liability or responsibility whatsoever for Overlandlord's failure or refusal to perform under the Incorporated Provisions. Subtenant shall have the right to instruct Overlandlord with respect to the performance by Overlandlord of Overlandlord's obligations as landlord under the Prime Lease may be observed or performed by Main Lease. Upon Sublessor's receipt of a written notice from Subtenant that Sublessor using has failed to perform an obligation under the Incorporated Provisions, (because of a failure of Overlandlord to perform its commercially obligation under the Main Lease) then Sublessor may, at its sole and exclusive option either (a) use its reasonable efforts to cause Prime Lessor under the Prime Lease Overlandlord to observe and/or and perform the same, provided, however, that Sublessor does not guarantee Overlandlord's compliance with the Incorporated Provisions, or (b) direct Subtenant to pursue its claim directly against Overlandlord which shall be done at Subtenant's sole cost and Sublessor shall have a reasonable time to enforce its rights to cause such observance or performanceexpense. Sublessee Subtenant shall not in any event have any rights in respect of the Premises greater than Sublessor’s 's rights under the Prime Main Lease. Notwithstanding any provision of this Sublease to the contrarycontrary contained herein, as to obligations of the Prime Lessor contained in this Sublease by the incorporation by reference of the provisions of the Prime LeaseIncorporated Provisions, Sublessor shall not be required to make any payment or perform any obligation, and Sublessor shall have no liability to Sublessee Subtenant for any matter whatsoever, except for (i) Sublessor’s 's obligation to pay the rent and additional rent due under the Prime Lease Main Lease, and for (ii) Sublessor’s 's obligation to use reasonable efforts, upon the written request of SublesseeSubtenant, to cause Prime Lessor under the Prime Lease Overlandlord to observe and/or perform its obligations under the Prime LeaseMain Lease (or, in the alternative, to direct Subtenant to pursue its claim against Overlandlord). Sublessor 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 Premises Building, by Prime Lessor under the Prime Lease Overlandlord or otherwise, including, without limitation, heat, air conditioning, water, elevator service and cleaning service, if any; and except as herein otherwise expressly provided no failure to furnish, or interruption of, any such services or facilities shall give rise to any any: (i) abatement, diminution or reduction of Sublessee’s Subtenant's obligations under this Sublease, ; (ii) constructive eviction, whether in whole or in part part; or (iii) liability on the party part of Sublessor.