JP Sublease Letter Agreement. Seller and Buyer hereby acknowledge that, in addition to the JPMorgan Leases (defined above), there exist certain other Leases at each of the Fxxxxx Building and the Phoenix Building which, according to the JPMorgan Leases, are the responsibility of JPMorgan by virtue of the fact that JPMorgan entered into such other Leases, as landlord, prior to the effective dates of the JPMorgan Leases (such other Leases are sometimes referred to herein as the “Other Leases”). To Seller’s knowledge, the only Other Leases in effect are those described on Exhibit H-2 to this Agreement. In connection with the foregoing, the parties hereby acknowledge that Seller is currently in the process of negotiating a letter agreement (the “JP Sublease Letter Agreement”) with JPMorgan memorializing the understanding of JPMorgan and Seller with respect to their respective obligations relating to the Other Leases; a copy of the most recent version of the JP Sublease Letter Agreement currently being negotiated is attached hereto as Exhibit P. Seller hereby agrees to use good faith, diligent efforts to cause the JP Sublease Letter Agreement to be finalized and executed by the parties thereto prior to Closing, in such form and substance as is acceptable to Seller in its sole discretion. Without limiting the foregoing, Buyer hereby acknowledges and agrees that Seller’s ability to so cause the JP Sublease Letter Agreement to be finalized and executed is not a condition to Buyer’s obligation to consummate the transaction contemplated by this Agreement and, accordingly, in the event that, despite Seller’s good faith, diligent efforts, the JP Sublease Letter Agreement is not so finalized and executed either before or after Closing then same shall not constitute a default by Seller hereunder or entitle Buyer to terminate this Agreement. Without limiting the foregoing provisions of this Section 7.2, Seller hereby agrees to indemnify, defend and hold Buyer harmless from and against any and all claims brought by JPMorgan against Buyer on account of security deposit and rental amounts that may have been, prior to Closing, delivered to, or collected by, Seller under the Other Leases.
