AND TO INSURE COMPLETION OF
THE WORK; PROVIDED, HOWEVER, THAT IF SUBTENANT IS REQUIRED AND PROVIDES SUCH
BOND UNDER ARTICLE 7 OF THE MATER LEASE, THEN NO BOND SHALL BE REQUIRED UNDER
THIS PARAGRAPH 14.
SUBTENANT SHALL GIVE SUBLANDLORD WRITTEN NOTICE OF
SUBTENANT'S INTENTION TO PERFORM ANY WORK ON THE SUBLEASE PREMISES AT LEAST
TWENTY (20) DAYS PRIOR TO THE COMMENCEMENT OF SUCH WORK TO ENABLE SUBLANDLORD TO
POST AND RECORD AN APPROPRIATE NOTICE OF NONRESPONSIBILITY OR OTHER NOTICE
DEEMED PROPER BEFORE THE COMMENCEMENT OF ANY SUCH WORK.
ALL SUBTENANT
ALTERATIONS SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF THE MASTER LEASE,
INCLUDING WITHOUT LIMITATION, THE OBLIGATION TO REMOVE SUCH SUBTENANT
ALTERATIONS AT THE END OF THE SUBLEASE TERM AND RESTORE THE SUBLEASE PREMISES TO
ITS ORIGINAL CONDITION IF SO REQUIRED BY SUBLANDLORD OR MASTER LANDLORD.
ALL
SUBTENANT ALTERATIONS SHALL BE PERFORMED BY A CONTRACTOR APPROVED BY SUBLANDLORD
AND MASTER LANDLORD.
15.
BROKERS.
SUBTENANT AND SUBLANDLORD
RESPECTIVELY WARRANT AND REPRESENT TO EACH OTHER THAT IT HAS DEALT WITH NO
LEASING AGENT OR BROKER IN CONNECTION WITH THIS SUBLEASE EXCEPT FOR CRESA
PARTNERS AND CORNISH AND CAREY COMMERCIAL ("BROKER").
SUBTENANT AND SUBLANDLORD
EACH AGREE TO INDEMNIFY, DEFEND AND HOLD THE OTHER PARTY HARMLESS FROM AND
AGAINST ANY CLAIMS ARISING OUT OF A BREACH OF THE FOREGOING
17
representation and warranty.
Sublandlord agrees that it shall be responsible
for paying a commission to the Broker in accordance with a separate agreement.
16.
ASSIGNMENT AND SUBLETTING
(A)
THE TERMS OF ARTICLE 16 OF THE MASTER LEASE
ARE INCORPORATED HEREIN BY REFERENCE WITH REGARD TO FURTHER TRANSFERS OR
ASSIGNMENTS OF THIS SUBLEASE OR SUBLETTING OF ANY PORTION OF THE SUBLEASE
PREMISES BY SUBTENANT; PROVIDED, HOWEVER, THAT SUBTENANT SHALL PAY TO
SUBLANDLORD, AS SUBTENANT'S ADDITIONAL RENT, FIFTY PERCENT (50%) OF ANY EXCESS
RENT (AS DEFINED IN THE MASTER LEASE) RECEIVED BY SUBTENANT FROM ANY TRANSFER,
ASSIGNMENT OR SUBLEASE CONSENTED TO BY SUBLANDLORD AND MASTER LANDLORD, AFTER
MASTER LANDLORD HAS RECOVERED ANY EXCESS RENT TO WHICH IT MAY BE ENTITLED
PURSUANT TO THE PROVISIONS OF ARTICLE 16 OF THE MASER LEASE.
(B)
NO TRANSFER, ASSIGNMENT, OR SUBLEASE BY
SUBTENANT, NOR THE CONSENT OF THE SUBLANDLORD THERETO, SHALL RELIEVE SUBTENANT
FROM ITS OBLIGATIONS HEREUNDER, AND CONSENT OF SUBLANDLORD TO ANY ASSIGNMENT OR
SUBLETTING, SHALL NOT BE DEEMED TO CONSTITUTE CONSENT TO ANY SUBSEQUENT
TRANSFER, ASSIGNMENT OR SUBLETTING.
17.
INTENTIONALLY OMITTED.
18.
FINANCIAL STATEMENTS.
SUBTENANT REPRESENTS,
WARRANTS AND COVENANTS THAT ANY FINANCIAL STATEMENTS HERETOFORE OR HEREAFTER
FURNISHED TO SUBLANDLORD, IN CONNECTION WITH THIS SUBLEASE, ARE ACCURATE AND ARE
NOT MATERIALLY MISLEADING.
AT ANY TIME (BUT NOT MORE FREQUENTLY THAN ONCE EACH
TWELVE MONTHS DURING THE SUBLEASE TERM), SUBTENANT SHALL, UPON TEN (10) DAYS
PRIOR WRITTEN NOTICE, PROVIDE SUBLANDLORD WITH A CURRENT QUARTERLY FINANCIAL
STATEMENT AND THE LAST ANNUAL STATEMENT, WHICH ARE TO HAVE BEEN PREPARED IN
ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND, IF SUCH IS
SUBTENANT'S NORMAL PRACTICE AND THE AUDIT HAS BEEN COMPLETED, THE ANNUAL
STATEMENT AS SO AUDITED AND AS PUBLICLY FILED.
19.