UPON
RECEIPT OF SUCH INVOICE, TENANT SHALL MAKE SUCH PAYMENT OR TAKE SUCH OTHER
ACTION, AS THE CASE MAY BE, NO LATER THAN FIVE (5) BUSINESS DAYS PRIOR TO THE
LAST DAY OF SUCH TIME PERIOD (EXCLUDING, HOWEVER, INSTALLMENTS OF FIXED OR BASE
RENT OR OTHER PAYMENTS DUE UNDER THE OVERLEASES WHICH SHALL BE PAID BY TENANT
DIRECTLY TO THE OVERLANDLORD PURSUANT TO THE OVERLEASE).
(J)
WHENEVER ANY PROVISION OF AN OVERLEASE REQUIRES THE OVERLANDLORD
TO GIVE NOTICE OR SUBMIT AN INVOICE TO THE TENANT THEREUNDER AND LANDLORD HAS
RECEIVED SUCH NOTICE OR INVOICE BUT THE OVERLANDLORD HAS NOT GIVEN TENANT SUCH
NOTICE OR INVOICE DIRECTLY, THEN LANDLORD SHALL NOTIFY TENANT BY SENDING TENANT
A COPY OF SAID NOTICE OR INVOICE.
SUCH NOTIFICATION BY LANDLORD TO TENANT OF
SAID OVERLANDLORD'S NOTICE OR INVOICE SHALL FOR ALL PURPOSES HEREUNDER BE DEEMED
TIMELY GIVEN IF SENT TO TENANT WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT BY
LANDLORD OF THE NOTICE FROM OVERLANDLORD.
(K)
WHENEVER ANY PROVISION OF AN OVERLEASE REQUIRES THE TENANT UNDER
THE OVERLEASE TO OBTAIN THE OVERLANDLORD'S CONSENT FOR ANY PURPOSE, INCLUDING
OBTAINING CONSENT PRIOR TO THE UNDERTAKING OF AN ACT OR PROPOSED ACT, AND TENANT
DESIRES SUCH CONSENT, SUCH PROVISION SHALL FOR ALL PURPOSES HEREUNDER BE DEEMED
TO REQUIRE THE PRIOR WRITTEN CONSENT OF BOTH OVERLANDLORD AND LANDLORD;
PROVIDED, HOWEVER, IF LANDLORD IS WILLING TO CONSENT, LANDLORD, AT TENANT'S
EXPENSE, SHALL COOPERATE TO A REASONABLE EXTENT WITH TENANT TO OBTAIN THE
OVERLANDLORD'S CONSENT PROVIDED TENANT PAYS ALL LANDLORD'S EXPENSES, INCLUDING
REASONABLE ATTORNEYS' FEES, IN LANDLORD'S EXTENDING SUCH COOPERATION.
(L)
IF TENANT CONTENDS THAT OVERLANDLORD IS NOT OBSERVING, COMPLYING
WITH OR PERFORMING ITS OBLIGATIONS UNDER THE OVERLEASE, TENANT SHALL HAVE THE
RIGHT TO NOTIFY LANDLORD OF A DEFAULT OF THE OVERLANDLORD WHICH NOTICE SHALL
SPECIFY THE NATURE OF SUCH DEFAULT. WITHIN FIVE (5) BUSINESS DAYS AFTER ITS
RECEIPT OF SUCH NOTICE, LANDLORD SHALL GIVE WRITTEN NOTICE TO OVERLANDLORD (IN
THE MANNER REQUIRED BY THE OVERLEASE), WHICH NOTICE SHALL SPECIFY THE NATURE OF
SUCH CLAIMED DEFAULT IN THE SAME MANNER AS WAS SPECIFIED IN TENANT'S NOTICE TO
LANDLORD.
64
LANDLORD FURTHER AGREES TO EXTEND ASSISTANCE TO AND COOPERATE WITH TENANT IN
ORDER TO EFFECTUATE A CURE OF ANY ALLEGED DEFAULT, PROVIDED THAT ALL COSTS AND
EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, IN CONNECTION THEREWITH ARE
BORNE BY TENANT.
IF (I) TENANT SHALL HAVE GIVEN WRITTEN NOTICE TO LANDLORD OF
SUCH DEFAULT BY THE OVERLANDLORD, AS AFORESAID, (II) THE OVERLEASE ALLOWS
WITHHOLDING OF SUCH PAYMENTS FROM THE OVERLANDLORD AND (III) LANDLORD CONSENTS
IN WRITING, TENANT ALSO SHALL HAVE THE RIGHT TO WITHHOLD PAYMENTS OF THAT
PORTION OF THE OVERLEASE RENT PAYABLE TO THE OVERLANDLORD WHICH IS PAYABLE BY
LANDLORD (AS TENANT) AT THAT TIME UNDER THE OVERLEASE IN ACCORDANCE WITH THE
APPLICABLE PROVISION, IF ANY, OF THE OVERLEASE ALLOWING SUCH WITHHOLDING OF
RENT.
TENANT AGREES THAT IT WILL DEFEND, INDEMNIFY AND HOLD HARMLESS THE
LANDLORD INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL LOSSES ARISING FROM OR
RELATED TO ANY MATTER DESCRIBED