OR ALTERATIONS AND WITHOUT ANY REPRESENTATIONS ON THE PART
OF THE SUBLESSOR, ITS OFFICERS, FURTHER, SERVANTS AND/OR AGENTS.
23.
SUBLESSOR'S DUTIES.
23.1
THE OBLIGATIONS OF PRIME LESSOR UNDER THE PRIME LEASE SHALL REMAIN
THE OBLIGATIONS OF PRIME LESSOR, AND SHALL NOT BE CONSIDERED THE OBLIGATIONS OR
RESPONSIBILITY OF SUBLESSOR.
SUBLESSOR SHALL FULLY PERFORM ALL OF ITS
OBLIGATIONS UNDER THE PRIME LEASE TO THE EXTENT
SUBLESSEE HAS NOT EXPRESSLY AGREED TO PERFORM SUCH OBLIGATIONS UNDER THIS
SUBLEASE.
IN THE EVENT, HOWEVER, THAT SUBLESSOR DEFAULTS IN THE PERFORMANCE OR
OBSERVANCE OF ANY OF SUBLESSOR'S REMAINING OBLIGATIONS UNDER THE PRIME LEASE AS
TENANT OR FAILS TO PERFORM SUBLESSOR'S STATED OBLIGATIONS UNDER THIS SUBLEASE
(PROVIDED SUCH FAILURE TO PERFORM SUBLESSOR'S STATED OBLIGATIONS UNDER THIS
SUBLEASE IS NOT THE RESULT OF OR CAUSED BY PRIME LESSOR'S FAILURE TO PERFORM
PRIME LESSOR'S STATED OBLIGATIONS UNDER THE PRIME LEASE OR DUE TO PRIME LESSOR'S
DEFAULT UNDER THE PRIME LEASE) OR TO ENFORCE, FOR SUBLESSEE'S BENEFIT, PRIME
LESSOR'S OBLIGATIONS UNDER THE PRIME LEASE THEN SUBLESSEE SHALL BE ENTITLED,
FOLLOWING FIFTEEN (15) DAYS PRIOR WRITTEN NOTICE OF ANY SUCH FAILURE OR DEFAULT
AND THE EXPIRATION OF THE THIRTY (30) DAY CURE PERIOD, TO CURE SUCH DEFAULT AND
PROMPTLY COLLECT FROM SUBLESSOR, SUBLESSEE'S REASONABLE EXPENSES IN SO DOING
(INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND COSTS).
SUBLESSEE SHALL NOT BE REQUIRED, HOWEVER, TO WAIT THE ENTIRE APPLICABLE CURE
PERIOD IF EARLIER ACTION IS REQUIRED OF SUBLESSEE TO COMPLY WITH THE PRIME LEASE
OR WITH ANY APPLICABLE LAW, REGULATION OR GOVERNMENTAL ORDER, OR TO ENSURE THE
SAFETY AND/OR SECURITY OF THE SUBLET PREMISES.
23.2
WITH RESPECT TO THE OBLIGATIONS OF PRIME LESSOR UNDER THE PRIME
LEASE, SUBLESSOR'S ONLY OBLIGATION SHALL BE TO USE DILIGENT, GOOD FAITH EFFORTS
TO CAUSE PRIME LESSOR TO PERFORM SUCH OBLIGATIONS FOR THE BENEFIT OF SUBLESSEE.
SUCH DILIGENT, GOOD FAITH EFFORTS SHALL INCLUDE, WITHOUT LIMITATION: (I) UPON
SUBLESSEE'S WRITTEN REQUEST, IMMEDIATELY NOTIFY PRIME LESSOR OF ITS
NONPERFORMANCE UNDER THE PRIME LEASE AND REQUEST THAT PRIME LESSOR PERFORM ITS
OBLIGATIONS UNDER THE PRIME LEASE; (II) USE COMMERCIALLY REASONABLE EFFORTS TO
OBTAIN PRIME LESSOR'S CONSENT TO THIS SUBLEASE AND TO OTHER ACTIONS REQUIRING
PRIME LESSOR'S CONSENT AND (III) PERMITTING SUBLESSEE TO COMMENCE A LEGAL ACTION
IN SUBLESSOR'S NAME TO OBTAIN THE PERFORMANCE REQUIRED FROM PRIME LESSOR UNDER
THE PRIME LEASE, PROVIDED, HOWEVER, THAT SUBLESSEE SHALL PAY ALL COSTS AND
EXPENSES AND ANY OTHER LIABILITY INCURRED IN CONNECTION THEREWITH AND SUBLESSEE
SHALL INDEMNIFY AND HOLD SUBLESSOR HARMLESS AGAINST ALL REASONABLE COSTS AND
EXPENSES INCURRED BY SUBLESSOR IN CONNECTION THEREWITH.
24.
SUBORDINATION AND NON-DISTURBANCE.
THIS SUBLEASE IS SUBORDINATE
AND SUBJECT TO ANY MORTGAGES, GROUND LEASES AND/OR OTHER ENCUMBRANCES TO THE
SAME EXTENT, AND ON THE SAME TERMS, AS THE PRIME LEASE IS SO SUBORDINATE AND
SUBJECT UNDER THE TERMS THEREOF SUBLESSEE AGREES TO EXECUTE SUCH INSTRUMENTS
AND, UPON THE FAILURE TO DO SO, HEREBY APPOINTS THE PRIME LESSOR AND/OR
SUBLESSOR ITS ATTORNEY-IN-FACT TO EXECUTE SUCH INSTRUMENTS.
Sublessor shall use commercially reasonable efforts to assist Sublessee in
obtaining from Prime Lessor