AND BE COMPLIED WITH BY
TENANT.
TENANT AND LANDLORD EACH AGREES THAT IT WILL NOT DO, OR CAUSE OR SUFFER
TO BE DONE, ANY ACT (WHETHER OF COMMISSION OR OMISSION) WHICH WOULD RESULT IN A
BREACH OF OR DEFAULT UNDER ANY TERM, COVENANT, PROVISION OR CONDITION OF ANY
OVERLEASE.
A DEFAULT UNDER AN OVERLEASE NOT CAUSED BY TENANT SHALL NOT
CONSTITUTE A DEFAULT UNDER THIS LEASE.
(D)
LANDLORD SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO PROVIDE ANY
SERVICES TO TENANT WITH RESPECT TO EITHER THE PREMISES, OR FOR PERFORMING ANY OF
THE DUTIES, OBLIGATIONS, LIABILITIES OR UNDERTAKINGS OF ANY LANDLORD OR TENANT
UNDER ANY OVERLEASE AS IT APPLIES TO THE
62
PREMISES OR TO A PROPERTY LOCATION.
LANDLORD AGREES, HOWEVER, THAT IN CASES
WHERE LANDLORD'S COOPERATION IS NECESSARY TO ENFORCE RIGHTS OF THE TENANT UNDER
ANY OF THE OVERLEASES, LANDLORD WILL USE ITS REASONABLE EFFORTS TO CAUSE THE
OVERLANDLORDS TO PERFORM THEIR DUTIES, OBLIGATIONS, LIABILITIES AND UNDERTAKINGS
THEREUNDER, PROVIDED TENANT AGREES TO AND DOES BEAR THE EXPENSE AND REIMBURSE
LANDLORD (IMMEDIATELY UPON DEMAND) FOR ANY AND ALL EXPENSES INCLUDING REASONABLE
EXPERTS AND ATTORNEYS' FEES INCURRED BY LANDLORD IN CONNECTION THEREWITH.
TO
THE EXTENT THAT TO DO SO DOES NOT PREJUDICE OR IMPAIR THE RIGHTS AND REMEDIES
INTENDED TO BE ENJOYED BY LANDLORD UNDER THIS LEASE AND DOES NOT IN ANY MANNER
OR TO ANY DEGREE IMPOSE (WITH RESPECT TO ANY OVERLEASE) OR INCREASE (WITH
RESPECT TO THIS LEASE) THE DUTIES, OBLIGATIONS, LIABILITIES OR UNDERTAKINGS OF
LANDLORD AND DOES NOT MODIFY OR TERMINATE AN OVERLEASE, LANDLORD AGREES TO
OTHERWISE COOPERATE WITH TENANT SO THAT ALL OF THE RIGHTS AND BENEFITS OF THE
OVERLEASES INTENDED TO BE ENJOYED BY THE PRIME TENANTS THEREUNDER SHALL BE
AVAILABLE TO TENANT, EXCEPT TENANT SHALL NOT HAVE OR ENJOY ANY OPTIONS TO CANCEL
OR TERMINATE AN OVERLEASE, OR SURRENDER THE PREMISES COVERED BY AN OVERLEASE, OR
TO RENEW OR TO EXTEND AN OVERLEASE (EXCEPT AS PROVIDED FOR IN SECTION 32.01(Q)),
OR TO PURCHASE THE FEE TITLE, OR TO EXERCISE RIGHTS OF FIRST REFUSAL, OR HAVE
ANY RIGHTS TO ENCUMBER, ASSIGN OR SUBLET THE INTEREST OF THE TENANT UNDER THE
OVERLEASES (EXCEPT AS PROVIDED FOR IN ARTICLE 12), OR RIGHTS TO BUILD ADDITIONAL
BUILDINGS OR IMPROVEMENTS (EXCEPT AS PROVIDED FOR IN ARTICLES 11, 14 AND 15).
AT TENANT'S FULL COST AND EXPENSE AND WITHOUT EXPENSE TO LANDLORD, TENANT MAY
OBTAIN FROM EACH OVERLANDLORD A NON-DISTURBANCE AGREEMENT IN FORM AND SUBSTANCE
REASONABLY ACCEPTABLE TO TENANT.
(E)
IN ADDITION TO OTHER INDEMNIFICATION PROVISIONS BY TENANT IN THIS
LEASE, AND NOT IN LIMITATION THEREOF, TENANT HEREBY AGREES TO INDEMNIFY, SAVE,
PROTECT, DEFEND AND HOLD HARMLESS THE LANDLORD INDEMNIFIED PARTIES FROM AND
AGAINST ANY AND ALL LIABILITIES, SUITS, OBLIGATIONS, FINES, DAMAGES, PENALTIES,
CLAIMS, COSTS, CHARGES AND EXPENSES (INCLUDING EXPERTS' AND ATTORNEY'S FEES)
IMPOSED UPON OR INCURRED BY THE LANDLORD INDEMNIFIED PARTIES, THAT MAY BE BASED
ON OR ASSERTED OR ALLEGED TO BE BASED ON ANY BREACH BY TENANT OF ANY TERM,
COVENANT, PROVISION OR CONDITION OF ANY OVERLEASE ARISING BEFORE