AND HOLD
SUBTENANT HARMLESS FROM AND AGAINST ALL CLAIMS FOR BROKERAGE COMMISSIONS,
FINDER'S FEES AND OTHER COMPENSATION MADE BY SUBLANDLORD'S BROKER.
SUBLANDLORD
SHALL PAY THE SUBTENANT'S BROKER'S FEES PURSUANT TO A SEPARATE WRITTEN AGREEMENT
BETWEEN SUBLANDLORD AND SUBTENANT'S BROKER.
NOTICES:
ALL NOTICES OR OTHER COMMUNICATIONS REQUIRED HEREUNDER SHALL BE IN
WRITING AND SHALL BE DEEMED DULY GIVEN IF DELIVERED IN PERSON (WITH RECEIPT
THEREFOR), OR IF SENT BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED,
POSTAGE PREPAID, OR BY RECOGNIZED OVERNIGHT COURIER TO THE ADDRESS SET FORTH
BELOW THE SIGNATURE OF THE APPROPRIATE PARTY AT THE END OF THIS SUBLEASE;
PROVIDED, HOWEVER, THAT ANY FAILURE TO PROVIDE A COURTESY COPY SHALL NOT IN ANY
WAY INVALIDATE OR OTHERWISE IMPAIR THE DELIVERY OF ANY NOTICE TO SUBTENANT.
EITHER PARTY MAY CHANGE ITS ADDRESS FOR THE GIVING OF NOTICES BY NOTICE GIVEN IN
ACCORDANCE WITH THIS SECTION.
ALL NOTICES GIVEN TO MASTER LANDLORD UNDER THE
MODIFIED WILSON LEASE SHALL BE CONSIDERED RECEIVED ONLY WHEN DELIVERED IN
ACCORDANCE WITH THE MODIFIED WILSON LEASE.
EACH OF SUBLANDLORD AND SUBTENANT
AGREE TO DELIVER COPIES OF ANY NOTICES SENT BY SUCH PARTY TO MASTER LANDLORD AT
MASTER LANDLORD'S ADDRESS AS SET FORTH IN SECTION 25.6 OF THE DIRECT LEASE.
OTHER SUBLEASE TERMS:
INCORPORATION BY REFERENCE.
EXCEPT AS SET FORTH BELOW AND EXCEPT AS OTHERWISE
PROVIDED IN THIS SUBLEASE OR IN THE CONSENT, THE TERMS AND CONDITIONS OF THIS
SUBLEASE SHALL INCLUDE ALL OF THE TERMS OF THE DIRECT LEASE (AS SUCH LEASES
EXIST AS OF THE DATE HEREOF AND IN THE FORM ATTACHED HERETO AS EXHIBIT B) AND
SUCH TERMS ARE INCORPORATED INTO THIS SUBLEASE AS IF FULLY SET FORTH HEREIN,
EXCEPT THAT: (I) EACH REFERENCE IN SUCH INCORPORATED SECTIONS TO "LEASE" AND THE
"RENT COMMENCEMENT DATE" SHALL BE DEEMED A REFERENCE TO THIS "SUBLEASE"AND
JANUARY 1, 2004, RESPECTIVELY; (II) EACH REFERENCE TO THE "PREMISES"AND THE
"WILSON PREMISES" SHALL BE DEEMED A REFERENCE TO THE "SUBLEASED PREMISES";
(III) EACH REFERENCE TO "LANDLORD" SHALL BE DEEMED A REFERENCE TO "SUBLANDLORD"
AND EACH REFERENCE TO "TENANT" SHALL BE DEEMED A REFERENCE TO "SUBTENANT",
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN; (IV) WITH RESPECT TO
"LANDLORD'S" WORK, SERVICES, UTILITIES, ELECTRICITY, REPAIRS (INCLUDING, WITHOUT
LIMITATION, REPAIRS OF ANY DAMAGE CAUSED BY MASTER LANDLORD), RESTORATION,
INSURANCE, INDEMNITIES, REIMBURSEMENTS, REPRESENTATIONS, WARRANTIES OR THE
PERFORMANCE OF ANY OTHER OBLIGATION OF THE "LANDLORD" UNDER THE INCORPORATED
PROVISIONS OF THE DIRECT LEASE, WHETHER OR NOT INCORPORATED HEREIN, OR
INCORPORATED PROVISIONS OF THE DIRECT LEASE, THE SOLE OBLIGATION OF SUBLANDLORD
SHALL BE TO REQUEST THE SAME IN WRITING FROM MASTER LANDLORD AS AND WHEN
REQUESTED TO DO SO BY SUBTENANT, AND TO USE SUBLANDLORD'S REASONABLE EFFORTS
(NOT INCLUDING THE PAYMENT OF MONEY OR THE INCURRING OF ANY LIABILITIES) TO
OBTAIN MASTER LANDLORD'S PERFORMANCE (PROVIDED, HOWEVER, THAT SUBLANDLORD SHALL
REASONABLY COOPERATE WITH SUBTENANT TO INSTITUTE ANY LEGAL PROCEEDINGS AGAINST
MASTER LANDLORD REASONABLY DETERMINED BY SUBTENANT TO BE NECESSARY TO ENFORCE
THE PROVISIONS OF THE MODIFIED WILSON LEASE, INCLUDING ANY PROCEEDINGS THAT NEED
TO BE BROUGHT IN THE