AND CONTROL.
IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS, CONDITIONS
AND PROVISIONS OF THIS SUBLEASE AND THE CONSENT AGREEMENT, AS BETWEEN
SUBLANDLORD AND SUBTENANT, THE TERMS, CONDITIONS AND PROVISIONS OF THIS SUBLEASE
SHALL, IN ALL INSTANCES, GOVERN AND CONTROL; PROVIDED, HOWEVER, SUBLANDLORD AND
SUBTENANT ACKNOWLEDGE AND AGREE THAT AS BETWEEN LANDLORD AND SUBTENANT, THE
TERMS, CONDITIONS AND PROVISIONS OF THE CONSENT AGREEMENT SHALL, IN ALL
INSTANCES, GOVERN AND CONTROL.
(D)
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT
SUBLANDLORD DOES NOT ASSUME AND SHALL NOT HAVE ANY OF THE OBLIGATIONS OR
LIABILITIES OF LANDLORD UNDER THE PRIME LEASE AND THAT SUBLANDLORD IS NOT MAKING
THE REPRESENTATIONS, WARRANTIES OR INDEMNIFICATIONS, IF ANY, MADE BY LANDLORD IN
THE PRIME LEASE.
WITH RESPECT TO WORK, SERVICES, REPAIRS AND RESTORATION OR THE
PERFORMANCE OF OTHER OBLIGATIONS REQUIRED OF LANDLORD UNDER THE PRIME LEASE,
SUBLANDLORD'S SOLE OBLIGATION WITH RESPECT THERETO SHALL BE TO REQUEST THE SAME,
UPON WRITTEN REQUEST FROM SUBTENANT, AND TO USE REASONABLE EFFORTS, AT
SUBTENANT'S SOLE COST AND EXPENSE, TO OBTAIN THE SAME FROM LANDLORD.
10
SUBLANDLORD SHALL NOT BE LIABLE IN DAMAGES, NOR SHALL RENT ABATE HEREUNDER, FOR
OR ON ACCOUNT OF ANY FAILURE BY LANDLORD TO PERFORM THE OBLIGATIONS AND DUTIES
IMPOSED ON IT UNDER THE PRIME LEASE.
SUBLANDLORD AND SUBTENANT ACKNOWLEDGE AND
AGREE THAT ANY REPAIR, MAINTENANCE AND/OR REPLACEMENT OBLIGATIONS WITH RESPECT
TO THE PREMISES WHICH ARE THE RESPONSIBILITY OF THE SUBLANDLORD, AS TENANT UNDER
THE PRIME LEASE, SHALL BE PERFORMED BY SUBTENANT AT SUBTENANT'S SOLE COST AND
EXPENSE.
IN THE EVENT THAT A CONDITION EXISTS IN THE PREMISES THAT LANDLORD IS
OBLIGATED TO REPAIR UNDER THE TERMS OF THE PRIME LEASE, SUBTENANT SHALL SO
ADVISE SUBLANDLORD, AND SUBLANDLORD, IN TURN, SHALL PROMPTLY ADVISE LANDLORD
THEREOF.
AT SUBTENANT'S REQUEST, IN THE EVENT THAT LANDLORD FAILS TO FULFILL
ANY REPAIR OR MAINTENANCE OBLIGATION UNDER THE TERMS OF THE PRIME LEASE WITH
RESPECT TO THE PREMISES, SUBLANDLORD SHALL USE ITS REASONABLE EFFORTS TO HAVE
LANDLORD FULFILL SUCH REPAIR AND MAINTENANCE OBLIGATIONS, ALL OF WHICH
REASONABLE EFFORTS SHALL AT BE SUBTENANT'S SOLE COST AND EXPENSE.
(E)
EXCEPT FOR THE CONSENT AGREEMENT NOTHING
CONTAINED IN THIS SUBLEASE SHALL CONSTRUED TO CREATE PRIVITY OF ESTATE OR
CONTRACT BETWEEN SUBTENANT AND LANDLORD, EXCEPT THE AGREEMENTS OF SUBTENANT IN
SECTIONS 10 AND 11 HEREOF IN FAVOR OF LANDLORD, AND THEN ONLY TO THE EXTENT OF
THE SAME.
7.
DEFAULT BY SUBTENANT.
(A)
UPON THE HAPPENING OF ANY OF THE FOLLOWING:
(I)
SUBTENANT FAILS TO PAY ANY MINIMUM RENT
WITHIN FIVE (5) DAYS AFTER THE DATE IT IS DUE;
(II)
SUBTENANT FAILS TO PAY ANY OTHER AMOUNT
DUE FROM SUBTENANT HEREUNDER AND SUCH FAILURE CONTINUES FOR FIVE (5) DAYS AFTER
NOTICE THEREOF FROM SUBLANDLORD TO SUBTENANT;
(III)
SUBTENANT FAILS TO PERFORM OR OBSERVE ANY
OTHER COVENANT OR AGREEMENT SET FORTH IN THIS SUBLEASE AND SUCH FAILURE
CONTINUES FOR FIFTEEN (15) DAYS EXCEPT THAT IF SUCH DEFAULT IS NOT CAPABLE OF
BEING CURED WITHIN SUCH FIFTEEN (15) DAY PERIOD, THEN SO LONG AS SUBTENANT
CONTINUES TO