41 (NOTICES), SOLELY TO THE EXTENT CONFLICTING WITH SECTION 10 OF THIS
SUBLEASE.
7.
PRIME LESSOR'S RESPONSIBILITIES.
A.
SUBTENANT ACKNOWLEDGES, UNDERSTANDS AND
AGREES THAT SUBLANDLORD IS NOT OBLIGATED UNDER THIS SUBLEASE (I) TO FURNISH
CERTAIN SERVICES SET FORTH IN PRIME LEASE TO BE FURNISHED BY PRIME LESSOR,
(II) TO OBTAIN AN AGREEMENT OF NON-DISTURBANCE, OR (III) TO PERFORM CERTAIN
OTHER OBLIGATIONS WHICH ARE NOT WITHIN THE CONTROL OF SUBLANDLORD UNDER THE
PRIME LEASE.
NOTWITHSTANDING ANYTHING IN THIS SUBLEASE TO THE CONTRARY,
SUBTENANT AGREES TO LOOK TO PRIME LESSOR TO FURNISH AND PERFORM ALL OBLIGATIONS
FURNISHED AND TO BE PERFORMED BY PRIME LESSOR UNDER THE PRIME LEASE.
SUBLANDLORD SHALL NOT BE LIABLE TO SUBTENANT OR BE DEEMED IN DEFAULT HEREUNDER
FOR FAILURE OF PRIME LESSOR TO FURNISH OR PERFORM THE SAME.
HOWEVER, WHENEVER
PRIME LESSOR SHALL FAIL TO PERFORM ANY OF ITS OBLIGATIONS PERTAINING TO THE
PREMISES, SUBLANDLORD SHALL PROMPTLY TAKE SUCH ACTION AS MAY REASONABLE UNDER
THE CIRCUMSTANCES TO SECURE SUCH PERFORMANCE UPON SUBTENANT'S REQUEST TO
SUBLANDLORD TO DO SO AND SHALL THEREAFTER DILIGENTLY PROSECUTE SUCH PERFORMANCE
ON THE PART OF PRIME LESSOR.
IF SUBLANDLORD FAILS, AFTER USING REASONABLE
EFFORTS, TO CAUSE PRIME LESSOR TO OBSERVE AND/OR PERFORM ANY OF ITS OBLIGATIONS
UNDER THE PRIME LEASE WITH RESPECT TO THE SUBLEASE PREMISES, SUBTENANT SHALL
HAVE THE RIGHT, UPON NOTICE TO SUBLANDLORD, AND AT SUBTENANT'S SOLE COST AND
EXPENSE, TO BRING AN ACTION IN SUBLANDLORD'S NAME TO ACCOMPLISH SUCH PURPOSE AND
SUBLANDLORD AGREES
4
TO COOPERATE WITH SUBTENANT IN ANY SUCH ACTION.
ANY MONETARY RECOVERY IN SUCH
ACTION SHALL INURE TO THE BENEFIT OF SUBTENANT.
B.
SUBLANDLORD COVENANTS AND AGREES WITH
SUBTENANT THAT SUBLANDLORD (I) WILL PAY ALL BASE RENT, TENANT'S SHARE OF ALL
OPERATING EXPENSES AND TENANT'S SHARE OF TAXES (AS THOSE TERMS ARE DEFINED IN
THE PRIME LEASE) AND ALL OTHER ADDITIONAL RENT PAYABLE BY SUBLANDLORD PURSUANT
TO THE PRIME LEASE AND WILL PERFORM ALL OF ITS OTHER OBLIGATIONS UNDER THE PRIME
LEASE TO THE EXTENT THAT SUCH OBLIGATIONS ARE NOT DEPENDENT UPON POSSESSION OF
THE PREMISES (I.E., SUBLANDLORD WILL NOT FAIL TO PROVIDE ESTOPPEL CERTIFICATES
AND SNDAS TO THE PRIME LESSOR AS REQUIRED UNDER THE PRIME LEASE AND SUBLANDLORD
WILL SUPPLY FINANCIAL STATEMENTS TO PRIME LESSOR AS REQUIRED UNDER THE PRIME
LEASE), AND (II) WILL NOT TERMINATE (EXCEPT AS OTHERWISE EXPRESSLY PERMITTED
UNDER THE PRIME LEASE), MODIFY OR AMEND THE PRIME LEASE OR TAKE ANY OTHER ACTION
THAT WOULD ADVERSELY AFFECT SUBTENANT'S USE OR OCCUPANCY OF THE SUBLEASE
PREMISES (UNLESS CONSENTED TO BY SUBTENANT).
8.
QUIET ENJOYMENT / INDEMNITIES.
A.
SUBLANDLORD COVENANTS AND AGREES WITH
SUBTENANT THAT UPON SUBTENANT'S PAYING THE RENT RESERVED IN THIS SUBLEASE AND
OBSERVING AND PERFORMING ALL OF THE OTHER OBLIGATIONS, TERMS, COVENANTS AND
CONDITIONS OF THIS SUBLEASE, SUBTENANT MAY PEACEABLY AND QUIETLY ENJOY THE
PREMISES DURING THE TERM; PROVIDED, HOWEVER, THAT THIS SUBLEASE SHALL
AUTOMATICALLY TERMINATE UPON TERMINATION OF THE PRIME LEASE FOR ANY REASON
WHATSOEVER AND SUBTENANT SHALL HAVE NO CLAIM AGAINST SUBLANDLORD UNLESS SUCH
TERMINATION WAS (I) CAUSED BY THE