DEFAULT OF SUBLANDLORD IN THE PERFORMANCE OF
ANY OF SUBLANDLORD'S OBLIGATIONS UNDER THE PRIME LEASE WHICH HAVE NOT BEEN
ASSUMED BY SUBTENANT HEREUNDER OR (II) MADE VOLUNTARILY BY SUBLANDLORD WITHOUT
SUBTENANT'S CONSENT.
B.
SUBLANDLORD SHALL INDEMNIFY, DEFEND AND
HOLD HARMLESS SUBTENANT, ITS PARENTS, SUBSIDIARIES AND AFFILIATES AND THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS
("SUBTENANT'S INDEMNITEES") FROM AND AGAINST ALL LOSSES, COSTS, DAMAGES,
EXPENSES AND LIABILITIES, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS'
FEES AND DISBURSEMENTS, WHICH SUBTENANT MAY INCUR OR PAY OUT BY REASON OF
(I) THE INTENTIONAL WRONGFUL ACTS OR NEGLIGENCE OF SUBLANDLORD OR ITS
CONTRACTORS, LICENSEES, AGENTS, SERVANTS, OR INVITEES, OR (II) ANY BREACH OR
DEFAULT BY SUBLANDLORD OF ITS OBLIGATIONS UNDER THIS SUBLEASE OR THE PRIME
LEASE.
SUBLANDLORD'S OBLIGATIONS UNDER THIS PARAGRAPH SHALL SURVIVE THE
EXPIRATION OR EARLIER TERMINATION OF THIS SUBLEASE.
C.
SUBTENANT HEREBY AGREES THAT IT SHALL
NOT DO, SUFFER OR PERMIT ANYTHING TO BE DONE WHICH WOULD CONSTITUTE A DEFAULT BY
SUBLANDLORD UNDER THE PRIME LEASE OR WOULD CAUSE THE PRIME LEASE TO BE CANCELED,
TERMINATED OR FORFEITED BY PRIME LESSOR UNDER THE PRIME LEASE.
SUBTENANT SHALL
INDEMNIFY, DEFEND AND HOLD SUBLANDLORD HARMLESS FROM AND AGAINST ANY AND ALL
CLAIMS, JUDGMENTS, SUITS, CAUSES OF ACTION, PROCEEDINGS, PENALTIES, LIABILITIES,
LOSSES, INJURIES, DAMAGES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO,
ATTORNEYS' FEES AND EXPENSES), OCCURRING DURING THE
5
TERM OF THIS SUBLEASE IN OR ABOUT THE SUBLEASE PREMISES AND/OR THE BUILDING AND
ARISING OUT OF THE INTENTIONAL WRONGFUL ACTS OR NEGLIGENCE OF SUBTENANT OR ITS
CONTRACTORS, LICENSEES, AGENTS, SERVANTS, OR INVITEES, EXCEPT SPECIAL AND
CONSEQUENTIAL DAMAGES.
9.
DEFAULT AND REMEDIES.
A.
IT SHALL BE AN EVENT OF DEFAULT
HEREUNDER ("EVENT OF DEFAULT") IF SUBTENANT SHALL FAIL TO (I) PAY THE RENT AS
AND WHEN DUE, WHERE SUCH FAILURE SHALL CONTINUE FOR A PERIOD OF TEN
(10) BUSINESS DAYS AFTER SUBLANDLORD NOTIFIES SUBTENANT IN WRITING OF SUCH
FAILURE, (II) PERFORM ANY PROVISION, TERM OR CONDITION OF THE PRIME LEASE WITHIN
THE TIMEFRAMES SET FORTH IN PRIME LEASE, OR (III) PERFORM ANY PROVISION, TERM OR
CONDITION OF THIS SUBLEASE (OTHER THAN AS SPECIFIED IN (I) ABOVE) WITHIN FIFTEEN
(15) DAYS AFTER SUBTENANT'S RECEIPT OF WRITTEN NOTICE FROM SUBLANDLORD
SPECIFYING SUCH FAILURE OR, IF IT REASONABLY WOULD REQUIRE MORE THAN FIFTEEN
(15) DAYS TO CURE SUCH FAILURE, WITHIN A TIME REASONABLY NECESSARY TO CURE SUCH
FAILURE AFTER SUBTENANT'S RECEIPT OF SUCH WRITTEN NOTICE.
B.
UPON THE OCCURRENCE OF AN EVENT OF
DEFAULT, SUBLANDLORD SHALL HAVE THE RIGHT, AT ITS OPTION, IN ADDITION TO ALL
OTHER RIGHTS AND REMEDIES IN THIS SUBLEASE OR THOSE OF PRIME LESSOR IN THE PRIME
LEASE, AT LAW OR IN EQUITY, TO GIVE SUBTENANT NOTICE OF SUBLANDLORD'S
TERMINATION OF THIS SUBLEASE AS OF A DATE SPECIFIED THEREIN.
UPON THE GIVING OF
SUCH NOTICE, THE TERM AND THE ESTATE HEREBY GRANTED SHALL EXPIRE AND TERMINATE
AS IF SUCH DATE WERE THE DATE FIXED FOR THE EXPIRATION OF THE TERM.
C.
IF SUBLANDLORD SHOULD BE IN DEFAULT IN
THE PERFORMANCE OF ANY OF ITS