("SUBLANDLORD INDEMNIFIED PARTIES") AGAINST, AND
HOLD THE SUBLANDLORD INDEMNIFIED PARTIES HARMLESS FROM, ALL CLAIMS, DAMAGES,
LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND
DISBURSEMENTS AND COURT COSTS) WHICH ANY OF THE SUBLANDLORD INDEMNIFIED PARTIES
MAY INCUR, PAY OR BE SUBJECT TO BY REASON OF (I) THE NON-PERFORMANCE OR
NON-OBSERVANCE BY SUBTENANT OF THE TERMS, COVENANTS, OBLIGATIONS AND CONDITIONS
OF THIS SUBLEASE OR THE MASTER LEASE (AS APPLICABLE TO SUBTENANT); (II) ANY WORK
DONE OR IMPROVEMENTS MADE IN OR TO THE PREMISES BY OR ON BEHALF OF SUBTENANT,
AND (III) ANY TORTIOUS ACT OR NEGLIGENCE ON THE PART OF SUBTENANT, ITS AGENTS,
CONTRACTORS, SERVANTS, EMPLOYEES, INVITEES OR LICENSEES, AND ANY CLAIMS MADE OR
DAMAGES SUFFERED OR INCURRED AS A RESULT OF SUBTENANT'S OR ITS AGENTS,
CONTRACTORS, SERVANTS, EMPLOYEES, INVITEES OR LICENSEES, OCCUPANCY OF THE
PREMISES AND/OR THE BUILDING.
11.
BROKER.
SUBTENANT AND SUBLANDLORD HEREBY
REPRESENT AND WARRANT TO EACH OTHER THAT NEITHER HAS DEALT WITH ANY BROKER OR
REAL ESTATE AGENT IN CONNECTION WITH THIS SUBLEASE.
SUBTENANT AND SUBLANDLORD
HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD THE OTHER HARMLESS FROM AND AGAINST
ANY AND ALL CLAIMS, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING
REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS), RESULTING FROM ANY CLAIMS THAT
MAY BE MADE AGAINST THE OTHER BY ANY BROKERS, AGENTS OR PERSONS CLAIMING A
COMMISSION, FEE OR OTHER COMPENSATION BY REASON OF THIS SUBLEASE, IF THE SAME
SHALL ARISE OR RESULT OR CLAIM TO ARISE OR RESULT BY, THROUGH OR ON ACCOUNT OF
ANY ACT OF THE SUBTENANT OR SUBLANDLORD, AS THE CASE MAY BE.
6
12.
SUBORDINATION.
THIS SUBLEASE IS SUBJECT AND
SUBORDINATE TO THE MASTER LEASE AS WELL AS TO ALL OF THE INSTRUMENTS AND MATTERS
TO WHICH THE MASTER LEASE IS SUBORDINATE.
13.
NOTICES.
ANY NOTICE OR OTHER COMMUNICATION
BY EITHER PARTY TO THE OTHER RELATING TO THIS SUBLEASE (OTHER THAN A BILL OR
STATEMENT FOR RENT DUE SENT BY SUBLANDLORD, PROVIDED THAT THIS PROVISION SHALL
NOT BE DEEMED TO REQUIRE SUBLANDLORD TO SEND ANY BILL OR STATEMENT OF RENT DUE)
SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN UPON RECEIPT
WHEN DELIVERED TO THE RECIPIENT PARTY IN PERSON (AGAINST SIGNED RECEIPT) OR
THREE (3) DAYS AFTER BEING MAILED BY UNITED STATES REGISTERED OR CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, POSTAGE PREPAID, OR THE NEXT BUSINESS DAY WHEN SENT BY
NATIONALLY RECOGNIZED OVERNIGHT COURIER REGULARLY MAINTAINING A RECORD OF
RECEIPT, AND ADDRESSED: (A) IF TO SUBLANDLORD, AT THE ADDRESS HEREINABOVE SET
FORTH, ATTENTION:
GENERAL COUNSEL AND DIRECTOR OF REAL ESTATE, WITH A COPY SENT
IN THE SAME MANNER TO MR. MICHAEL IPPOLITO, NEWMARK & COMPANY REAL ESTATE, INC.,
125 PARK AVENUE, NEW YORK, NEW YORK 10017, AND TO EDWARDS & ANGELL, LLP, 750
LEXINGTON AVENUE, NEW YORK, NEW YORK, 10022, ATTENTION: KEVIN C. GEORGE, ESQ. OR
(B) IF TO SUBTENANT, AT THE ADDRESS HEREINABOVE SET FORTH.
EITHER PARTY MAY BY
NOTICE TO THE OTHER PARTY DESIGNATE A DIFFERENT ADDRESS WITHIN THE UNITED STATES
TO WHICH NOTICES SHALL BE SENT.
14.