Entry By Sublandlord. Sublandlord shall have the right to enter the Premises as set forth in Article 27 of the Master Lease as incorporated by reference herein, and shall also have the right to use the Common Areas, for purposes of performing its obligations under the Master Lease or this Sublease.

By Sub-Sublandlord. Sub-Sublandlord shall, except to the extent caused by Sub-Subtenant’s gross negligence or willful misconduct, indemnify, protect, defend and hold harmless Sub-Subtenant and its affiliates, agents, partners and lenders, from and against any and all Claims to the extent arising out of, involving, or in connection with, # Sub-Sublandlord’s gross negligence or willful misconduct, # any breach of this Sub-Sublease by Sub-Sublandlord, and # any violation of Applicable Laws caused by Sub-Sublandlord. If any action or proceeding is brought against Sub-Subtenant by reason of any of the foregoing matters, Sub-Sublandlord shall upon notice defend the same at Sub-Sublandlord’s expense by counsel reasonably satisfactory to Sub-Subtenant.

Sublandlord. The term “Sublandlord” as used in this Sublease Agreement means only the tenant under the Prime Lease at the time in question, so that if the Prime Lease shall be assigned, such assignor shall be thereupon released and discharged from all covenants, conditions and agreements of Sublandlord hereunder following such assignment, but such covenants, conditions and agreements shall be binding upon each successor assignee until thereafter assigned.

Subtenant shall not have any rights in respect of the Subleased Premises greater than Sublandlord’s rights under the Prime Lease with respect thereto. Notwithstanding anything to the contrary in this Sublease, Sublandlord shall have no liability to Subtenant by reason of any default of Prime Landlord (as to obligations of Sublandlord contained in this Sublease by the incorporation by reference of any provision of the Prime Lease), it being understood that if Sublandlord shall fail to fulfill any obligation of Prime Landlord hereunder and such failure is caused by the failure of Prime Landlord to comply with its obligations under the Prime Lease, then Sublandlord shall have no obligation or liability by reason of such failure. Subtenant expressly acknowledges that all of the services provided to the Building and the Subleased Premises are supplied by Prime Landlord, that Sublandlord has no control thereof and assumes no responsibility in connection therewith and that no such failure or interruption shall give rise to any # abatement, diminution or reduction of Subtenant’s obligations under this Sublease, # constructive eviction, whether in whole or in part, or # liability on the part of Sublandlord, unless and to the extent such failure or interruption is directly attributable only to the gross negligence or willful misconduct of Sublandlord.

ENTRY BY LANDLORD. Landlord reserves the right at all reasonable times and upon reasonable notice to Tenant (except in the case of an Emergency) to enter the Premises to # inspect them; # show the Premises to prospective purchasers, or to current or prospective mortgagees, ground or underlying lessors or insurers or, during the last nine (9) months of the Lease Term, to prospective tenants; # post notices of nonresponsibility (to the extent applicable pursuant to then applicable law); or # repair the Premises or the Building, or for structural repairs to the Building or the Building's systems and equipment as provided under the Lease. Landlord may make any such entries without the abatement of Rent, except as otherwise provided in this Lease, and may take such reasonable steps as required to accomplish the stated purposes. In an Emergency, Landlord shall have the right to use any means that Landlord may deem proper to open the doors in and to the Premises. Any entry into the Premises by Landlord in the manner hereinbefore described shall not be deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an actual or constructive eviction of Tenant from any portion of the Premises. Landlord shall use commercially reasonable efforts to minimize any interference with Tenant's use of or access to the Premises in connection with any such entry, and shall comply with Tenant's reasonable security measures. Landlord shall hold confidential any information regarding Tenant’s business that it may learn as a result of such entry.

ENTRY BY LANDLORD. Landlord reserves, and shall at all times have, the right to enter the Premises at reasonable times and upon reasonable notice to inspect the same and/or to repair the Premises and any portion of the Premises that Landlord may deem necessary, without abatement of Rent. For each of the aforesaid purposes, Landlord shall at all times have and retain a key with which to unlock all of the doors in, upon and about the Premises, excluding Tenant’s vaults, safes and files, and Landlord shall have the right to use any and all means which Landlord may deem proper to open said doors in an emergency, in order to obtain entry to the Premises without liability to Landlord, except for gross negligence or willful misconduct of Landlord or its agents.

Entry by Landlord. Subject to compliance with Tenant's reasonable safety and security protocols, Landlord reserves the right at all reasonable times (except in the case of an emergency) and upon at least twenty-four (24) hours prior notice to Tenant which may be given by telephone or electronic mail (except in the case of an emergency or with respect to regularly scheduled services) to enter the Premises to # inspect them; # show the Premises to prospective purchasers, or to current or prospective mortgagees, ground or underlying lessors or insurers or, during the last ten (10) months of the Lease Term, to prospective tenants; # post notices of nonresponsibility (to the extent applicable pursuant to then Applicable Law); or # alter, improve or repair the Premises or the Building, or for structural alterations, repairs, or improvements to the Buildings or the Buildings’ systems and equipment. Provided that Landlord employs commercially reasonable efforts to minimize interference with the conduct of Tenant’s business in connection with entries into the Premises, Landlord may make any such entries without creating a default by Landlord and shall take such reasonable steps as required to accomplish the stated purposes. In making any such entry, Landlord shall use commercially reasonable efforts to follow, and cause third-parties making entry at the request of Landlord to follow, Tenant’s reasonable safety and security protocols of which Landlord has prior notice. In an emergency, Landlord shall have the right to use any means that Landlord may deem proper to open the doors in and to the Premises. Landlord also shall have the right at any time, without the same constituting an actual or constructive eviction and without incurring any liability to Tenant therefor, to change the arrangement or location of entrances or passageways, doors and doorways, and corridors, elevators, stairs, toilets, or other public parts of the Building and to change the name, address, number or designation by which the Premises is commonly known, provided any such change does not # unreasonably reduce, interfere with or deprive Tenant of access to the Premises, or # reduce the rentable area (except by a de minimis amount) of the Premises. Any entry into the Premises by Landlord in the manner hereinbefore described shall not be deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an actual or constructive eviction of Tenant from any portion of the Premises and the Base Rent (and any other item of Rent) shall under no circumstances abate while said repairs, alterations, improvements, additions or restorations are being made, by reason of loss or interruption of business of Tenant, or otherwise. If Tenant shall not be present when for any reason entry into the Premises shall be necessary or permissible (provided that a representative of Tenant may accompany Landlord during any entry, so long as Tenant makes such representative available during any such entry), Landlord or Landlord’s agents, representatives, contractors or employees may enter the same without rendering Landlord or such agents liable therefor if during such entry Landlord or Landlord’s agents shall accord reasonable care under the circumstances to Tenant’s Property, and without in any manner affecting this Lease. Tenant shall, at all times during the Term, be responsible for ensuring that Landlord has any and all keys, cards, codes or other means necessary to access the Premises.

Entry By Sublandlord. Sublandlord shall have the right to enter the Premises as set forth in [Article 27] of the Master Lease as incorporated by reference herein, and shall also have the right to use the Common Areas, for purposes of performing its obligations under the Master Lease or this Sublease.

Sublandlord warrants and represents to Subtenant that the Master Lease has not been amended or modified except as expressly set forth herein, that Sublandlord is not now, and as of the Commencement Date shall not be, in default or breach of any of the provisions of the Master Lease, and that Sublandlord has no knowledge of any claim by Master Landlord that Sublandlord is in default or breach of any of the provisions of the Master Lease.

Any obligation of Sublandlord which is contained in this Sublease by incorporating the provisions of the Prime Lease shall be observed or performed by Sublandlord using reasonable efforts (which reasonable efforts specifically shall not include litigation, or the expenditure of money unless reimbursed by Subtenant) to cause the Prime Landlord to observe and/or perform the same, and Sublandlord shall have a reasonable time to enforce its rights to cause such observance or performance. Sublandlord shall not be required to perform any obligation of the Prime Landlord. Subtenant shall be entitled to the rights of Sublandlord, as tenant under the Prime Lease insofar as the same relate to the Subleased Premises. Sublandlord shall have no liability by reason of any default of Prime Landlord under the Prime Lease, it being understood that if Sublandlord shall fail to fulfill any obligation of Sublandlord hereunder and if such failure is caused by the failure of Prime Landlord to comply with its obligations under the Prime Lease, then Sublandlord shall have no obligation or liability by reason of such failure, but, provided that Subtenant is not in default hereunder, beyond the expiration of any applicable notice and/or cure period, Sublandlord shall use good faith efforts to enforce such obligations against Prime Landlord in accordance with the terms of this Sublease. Without limiting the generality of the foregoing, Subtenant understands that the supplying of services to the extent included in the Prime Lease, including, without limitation, heat, light, water, air conditioning and other utilities, janitorial cleaning, window washing and elevator services, and building maintenance and repair are the obligations of Prime Landlord, and that the Sublandlord has no control thereof, and assumes no responsibility in connection therewith; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any # abatement, diminution or reduction of Subtenant’s obligations under this sublease, # constructive eviction, in whole or in part, or # liability on the part of Sublandlord, unless such failure to furnish, or interruption of, any such services was solely caused by or arose out of Sublandlord’s negligence or willful misconduct or the default by Sublandlord, as tenant, under the Prime Lease (which default was not caused by a default or willful misconduct by Subtenant hereunder). Any recovery obtained against Prime Landlord in connection with Prime Landlord’s default under the Prime Lease or any abatement, credit, set-off or offset, to the extent it relates to an obligation of Prime Landlord which is, by the provisions of this Sublease, intended to benefit Subtenant and/or the Subleased Premises during or after the term hereof, shall be the property of Subtenant and Subtenant shall have the right to any such abatement, credit, set-off or offset to the extent Sublandlord actually receives such abatement, credit, set-off or offset under the Prime Lease.