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 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 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 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 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. (b) If Overlandlord does not perform or observe any of the agreements, covenants, obligations, terms, provisions or conditions under the Xxxxxxxxx on its part to be performed or observed (collectively, "Overlandlord's Obligations") (including any obligation for the payment of money or any failure or delay on Overlandlord's part in providing any services or in making any repairs or alterations, or in performing or observing any similar obligation of Overlandlord under the Xxxxxxxxx), Sublessor shall have no liability therefor to Subtenant and shall be excused from performance of the corresponding obligations which may be owed by Sublessor to Subtenant under this Sublease. However, Subtenant, pursuant to the provisions of Section 4(c) hereof, may fully enforce Sublessor's rights against Overlandlord in respect of any such default insofar as the same relate to the Subleased Premises, and if and to the extent that Sublessor shall receive any abatement of Fixed Rent or Additional Rent in respect of the Subleased Premises, the Fixed Rent and Additional Charges due under this Sublease shall xxxxx to any such extent, less any costs or expenses incurred by Sublessor in obtaining any such abatement. (c) If Subtenant shall notify Sublessor that Overlandlord is not supplying services to the Subleased Premises or otherwise not performing any of Overlandlord's Obligations as required under the Xxxxxxxxx, Sublessor shall use all reasonable efforts to cause Overlandlord to comply with Overlandlord's Obligations; provided, however, that (unless otherwise expressly provided herein) in no event shall Sublessor be obligated to (i) commence or maintain any action or proceeding at law or in equity, or (ii) otherwise expend any sums of money to compel Overlandlord to perform or observe its obligations under the Xxxxxxxxx. If, following a reasonable time within which Sublessor has expended such reasonable efforts as aforesaid, Overlandlord shall fail to perform such Overlandlord's Obligations, Sublessor shall, upon notice, permit Subtenant, at Subtenant's sole cost and expense, to enforce Sublessor's rights against Overlandlord with respect to the Subleased Premises in Sublessor's name or in Subtenant's name as agent for Sublessor, and Subtenant shall and hereby does agree to indemnify Sublessor in respect thereof in accordance with the terms of Section 7 hereof. Sublessor shall, at no expense to Sublessor, provide its reasonable cooperation to Sublessee.

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. . (b) If Sublessor is unable, after making reasonable requests of Overlandlord, to cause Overlandlord to perform or commence to perform any obligation of Sublessor which is contained in this Sublease by the incorporation by reference of the provisions of the Main Lease by making demand upon Overlandlord, Sublessor shall, upon request by Subtenant, either: (i) commence and diligently prosecute appropriate litigation or (ii) authorize Subtenant to commence and diligently prosecute such litigation against Overlandlord provided that Sublessor shall approve all documents filed and actions taken in connection with such litigation, which approval of documents or actions shall not be responsible for unreasonably withheld or delayed. Upon request by Sublessor, such litigation shall be brought in the name of Subtenant, with appropriate subrogation of Sublessor's rights limited to the matter at issue, unless same is required by reason of lack of privity to be brought in the name of Sublessor in which event such litigation brought by Sublessor shall be brought in the name of Sublessor. Notwithstanding anything to the contrary contained in this Paragraph 4: (A) Sublessor shall have no obligation to take any failure action to cause Overlandlord to observe and/or perform the same or interruptionto litigate or to permit Subtenant to litigate the same if Sublessor in good faith shall believe that Overlandlord is not required by the Main Lease to observe and/or perform the obligation at issue or that it would not be commercially reasonable to litigate the same; (B) any such litigation shall be brought by counsel designated by Sublessor, for subject to the reasonable approval of Subtenant as to any reason whatsoevercounsel other than Lowenthal, Landau, Xxxxxxx & Bring, P.C. (and Subtenant hereby waives any conflict of interest arising out of such representation) and any such litigation brought by Subtenant shall be brought by counsel designated by Subtenant, subject to the services or facilities supplied at reasonable approval of Sublessor; (C) any actual out-of-pocket cost and/or expense incurred by Sublessor in seeking to enforce the Premises by Prime Lessor obligations of Overlandlord under the Prime Lease or otherwise; Main Lease, including reasonable attorneys' fees and except as herein otherwise expressly provided no failure to furnishexpenses, or interruption of, any such services or facilities shall give rise to any be paid by Subtenant within five (i5) 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.days after demand and,

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 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.

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 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. 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.