THE FAILURE TO PAY ANY AND ALL AMOUNTS DUE AND
PAYABLE BY SUBLESSOR UNDER THE LEASE, WHETHER CHARACTERIZED AS BASIC RENT,
ADDITIONAL RENT, OR OTHERWISE, ON OR BEFORE THE DATE WHEN DUE PURSUANT TO THE
LEASE; PROVIDED, HOWEVER, THAT IF SUBLESSEE FAILS TO PAY TO SUBLESSOR ANY AND
ALL AMOUNTS DUE AND PAYABLE BY SUBLESSEE UNDER THIS SUBLEASE, WHETHER
CHARACTERIZED AS BASE RENT, ADDITIONAL RENT, OR OTHERWISE, ON OR BEFORE THE DATE
WHEN DUE HEREUNDER, SUBLESSEE SHALL THEREBY FOREGO AND WAIVE ITS RIGHT HEREUNDER
WITH RESPECT TO SUBLESSOR'S LIABILITY FOR AND INDEMNIFICATION OF SUBLESSEE AS TO
ANY AND ALL CLAIMS, LIABILITIES, LOSSES, DAMAGE, DEMANDS, EXPENSES (INCLUDING,
WITHOUT LIMITATION, REASONABLE ATTORNEY'S FEES), ACTIONS AND CAUSES OF ACTION
RELATED THERETO.
(F)
SUBLESSOR, AS SUBLESSOR UNDER THIS SUBLEASE, SHALL HAVE THE
BENEFIT OF ALL RIGHTS, REMEDIES AND LIMITATIONS OF LIABILITY ENJOYED BY
LANDLORD, AS THE LANDLORD UNDER THE LEASE, BUT (I) SUBLESSOR SHALL HAVE NO
OBLIGATIONS UNDER THIS SUBLEASE TO PERFORM THE OBLIGATIONS OF LANDLORD, AS
LANDLORD UNDER THE LEASE, INCLUDING WITHOUT LIMITATION ANY OBLIGATION TO PROVIDE
SERVICES OR MAINTAIN INSURANCE; (II) SUBLESSOR SHALL NOT BE BOUND BY ANY
REPRESENTATIONS OR WARRANTIES OF THE LANDLORD UNDER THE LEASE; (III) IN ANY
INSTANCE WHERE THE CONSENT OF LANDLORD IS REQUIRED UNDER THE TERMS OF THE LEASE,
THE CONSENT OF SUBLESSOR AND LANDLORD SHALL BE REQUIRED; AND (IV) SUBLESSOR
SHALL NOT BE LIABLE TO SUBLESSEE FOR ANY FAILURE OR DELAY IN LANDLORD'S
PERFORMANCE OF ITS OBLIGATIONS, AS LANDLORD UNDER THE LEASE; PROVIDED, HOWEVER,
THAT WHENEVER THERE SHALL BE ANY RIGHT TO ENFORCE ANY RIGHTS AGAINST LANDLORD
UNDER THE LEASE WITH RESPECT TO THE SUBLEASED PREMISES, INCLUDING WITHOUT
LIMITATION, A DEFAULT BY LANDLORD RELATING TO THE SUBLEASED PREMISES, SUBLESSOR
SHALL PROMPTLY NOTIFY ESPED IN WRITING OF SUCH DEFAULT, AND SUBLESSOR SHALL USE
REASONABLE EFFORTS TO EFFORTS TO ENFORCE SUCH RIGHTS.
IF SUCH A REQUEST IS MADE
AND SUBLESSOR FAILS TO ENFORCE SUCH RIGHTS WITHIN A REASONABLE PERIOD OF TIME
THEREAFTER, AND LANDLORD FAILS TO CURE, THEN ESPED SHALL HAVE THE RIGHT, IN ITS
OWN NAME, OR IN SUBLESSOR'S NAME, TO ATTEMPT TO ENFORCE ANY SUCH RIGHTS OF
ESPED, AT ITS SOLE EXPENSE.
11.
ASSIGNMENT AND SUBLETTING.
SUBLESSEE SHALL NOT DIRECTLY OR
INDIRECTLY TRANSFER OR ASSIGN ANY OF ITS RIGHT, TITLE OR INTEREST IN AND TO THIS
SUBLEASE (WHETHER BY OPERATION OF LAW OR OTHERWISE) OR SUBLET ANY PORTION OF THE
SUBLEASED PREMISES WITHOUT THE PRIOR WRITTEN CONSENT OF LANDLORD AND SUBLESSOR,
WHICH CONSENT OF SUBLESSOR SHALL NOT BE UNREASONABLY WITHHELD.
12.
BROKER.
EACH OF THE PARTIES HERETO REPRESENTS AND WARRANTS TO THE
OTHER THAT IT HAS NOT DEALT WITH ANY BROKER IN CONNECTION WITH THE NEGOTIATION
AND APPROVAL OF THIS SUBLEASE, AND EACH PARTY SHALL INDEMNIFY AND HOLD HARMLESS
THE OTHER AGAINST ANY CLAIM FOR BROKERAGE FEES DUE TO SUCH PARTY'S BREACH OF ITS
REPRESENTATION AND WARRANTY UNDER THIS SECTION.
13.
INSURANCE.
SUBLESSEE SHALL CARRY SUCH INSURANCE WITH RESPECT TO
THE SUBLEASED PREMISES AS IS REQUIRED OF SUBLESSOR UNDER THE LEASE IN THE
AMOUNTS SET FORTH