SUB-SUBLEASE
THIS SUB-SUBLEASE, made as of this 15th day of February, 1999 by and
between PLD TELEKOM INC. a Delaware corporation, having an office at 000 Xxxx
Xxxxxx, 00xx xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter called
"Sub-Sublessor"), and CYGNE DESIGNS, INC., a Delaware corporation, having an
office at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter called
"Sub-Sublessee").
WITNESSETH:
WHEREAS, pursuant to a lease dated as of July 1, 1990 (hereinafter called
the "Prime Lease"), 000 Xxxxx Xxxxxx Associates (hereinafter called the
"Landlord") leased to Seiko Corporation of America (hereinafter called the
"Sublessor") the 24th floor of the building located at 000 Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx (hereinafter referred to as the "Leased Premises");
WHEREAS, pursuant to a sublease dated June 4, 1997 (hereinafter called the
"Sublease") Sublessor sublet the Leased Premises to Sub-Sublessor;
WHEREAS, Sub-Sublessee desires to sublet the Leased Premises from
Sub-Sublessor on the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereby agree as follows:
SECTION 1. LEASED PREMISES. Sub-Sublessor hereby Sub-Subleases to
Sub-Sublessee, and Sub-Sublessee hereby hires from Sub-Sublessor the Leased
Premises.
SECTION 2. TERM. Subject to Section 4 hereof, the term of this Sub-Sublease
(the "Term") shall commence on February 15, 1999 (the "Commencement Date") and
shall expire on 11:59 P.M. on December 29, 1999, unless sooner terminated in
accordance with this Sub-Sublease.
SECTION 3. RENT AND ADDITIONAL RENT. Sub-Sublessee shall pay to
Sub-Sublessor, during the term of this Sub-Sublease, at the time, place and
manner set forth below, the following base rents and additional rents, all of
which shall be payable without abatement, setoff or deduction, in lawful money
of the United States.
(a) Subject to Section 4 hereof, Sub-Sublessee is paying simultaneous with
its execution of this Lease the full amount of the base rental due with respect
to the Term, namely, $138,409.
(b) Sub-Sublessee shall pay electrical charges to the utility company
servicing Leased Premises.
(c) If by reason of any act or omission of Sub-Sublessee, Sub-Sublessor's
rent under the Sublease shall be increased pursuant to the terms of the
Sublease, SubSublessee shall pay to Sub-Sublessor, as additional rent, an amount
equal to such increase.
(d) All additional rent, if any, shall be payable upon demand to
SubSublessor, Attention: Chief Financial Officer, PLD Telekom Inc., 000 Xxxx
Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000, or at such other place designated by
Sub-Sublessor to SubSublessee by written notice.
(e) Notwithstanding anything to the contrary contained in this
Sub-Sublease, Sub-Sublessee shall not be required to pay any CPI, porters' wage,
operating expense or other similar adjustments in the rent payable under the
Prime Lease or the Sublease or any similar charges.
SECTION 4. LANDLORD'S AND SUBLESSOR'S CONSENTS. If executed copies of
Landlord's and Sublessor's written consents to this Sub-Sublease are not
received by Sub-Sublessor and Sub-Sublessee by February 25, 1999, either party
shall have the option to terminate this Sub-Sublease by notifying the other in
writing on or before February 26, 1999. In the event that either party
terminates this Sub-Sublease as aforesaid, Sub-Sublessee shall be entitled to
the immediate return of all monies paid to Sub-Sublessor pursuant to Section
3(a) hereof or otherwise.
SECTION 5. USE. The Leased Premises shall be used only for general and
executive office use.
SECTION 6. REPAIRS AND IMPROVEMENTS.
(a) Notwithstanding anything to the contrary contained in this
Sub-Sublease, Sub-Sublessor has no obligation to perform or make any `work,
repairs, improvements or installations in the Leased Premises. Sub-Sublessee
accepts the Leased Premises in its present "as is" condition.
(b) Without limiting the generality of the foregoing, Sub-Sublessee
acknowledges that it is solely responsible for the maintenance and repair of the
auxiliary air conditioning unit located in the north-west corner of the Leased
Premises, will have to make its own arrangements regarding the ADT security
system which is currently non-operational.
(c) No tenant work of any nature shall be installed in the Leased Premises
by Sub-Sublessee unless the plans therefor have been first approved in writing
by SubSublessor.
(d) At the expiration or earlier termination of this Sub-Sublease,
possession of the Leased Premises shall be surrendered to Sub Sublessor and at
such time the Leased Premises shall contain and be equipped with all of
Sub-Sublessee's additions or
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improvements (except Sub-Sublessee shall be permitted to remove the same to the
extent they may be permitted to be removed by the Prime Lease and the Sublease),
in good condition, ordinary wear and tear excepted, and the Leased Premises
shall be restored by Sub-Sublessee at its sole cost and expense, to the extent
the Prime Lease or the Sublease so requires, to the condition existing on the
Commencement Date, ordinary wear and tear excepted.
SECTION 7. ASSIGNMENT AND SUBLETTING. During the term of this Sub-Sublease,
this Sub-Sublease shall not be sold, assigned, transferred or in any way
disposed of, whether by operation of law or otherwise, nor shall any part or all
of the Leased Premises be sublet without the prior written consent of
Sub-Sublessor, which may be withheld in Sub-Sublessor's reasonable discretion,
except that such consent shall not be required as to an assignment or sublease
to an entity controlling, controlled by or under common control with
Sub-Sublessee. Sub-Sublessee acknowledges that consent for any assignment or
subletting is required in all events from Landlord and Sublessor, and that no
assurance can be given that such consents may be obtained.
SECTION 8. PRIME LEASE. True, accurate and complete copies of the Prime
Lease and the Sublease have been given by Sub-Sublessor and have been reviewed
by Sub-Sublessee and Sub-Sublessee acknowledges it is familiar with the terms
thereof This Sub-Sublease is subject and subordinate to the Prime Lease and the
Sublease. Except as may be inconsistent, inapplicable or inappropriate with the
terms hereof or as otherwise expressly provided herein, all the terms, covenants
and conditions in the Prime Lease and the Sublease contained shall be applicable
to this Sub-Sublease and shall be deemed incorporated herein, with the same
force and effect (unless the context of the Prime Lease and/or the Sublease
otherwise requires) as if Sub-Sublessor were the "Landlord" under the Prime
Lease and/or the "Sublessor" under the Sublease, SubSublessee were the "Tenant"
under the Prime Lease and/or the "Sublessee" under the Sublease, the Leased
Premises was the "Premises" referred to in the Prime Lease and/or the "Leased
Premises referred to in the Sublease, and as if references in the Prime Lease to
"Lease" and/or references in the Sublease to "Sublease" meant this Sub-Sublease.
The following provisions are hereby expressly excluded from this
Sub-Sublease:
(a) the following provisions of the Prime Lease: Sections 2.01, 3.01, 3.02,
Article 7, the final two sentences of Section 9.01(A), Section 9.01(B), Article
35 and Exhibit C; and
(b) the following provisions of the Sublease: Section 2, Section 3, Section
6, Section 14 and Section 21(b).
SECTION 9. SUB-SUBLESSOR'S OBLIGATIONS.
(a) Except as specifically provided herein, Sub-Sublessor will not furnish
or bear the cost of any services or repairs of any kind, including repairs
needed as a result of destruction or condemnation (hereinafter collectively
"Services") to Sub-Sublessee. Sub-
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Sublessee will look solely to the Landlord for the providing and performance of
all Services, if any, and will not seek nor require Sub-Sublessor to provide or
perform same, nor (except as hereinafter required of Sub-Sublessor) shall
Sub-Sublessee make any claim upon Sub-Sublessor for any failure to perform such
obligation of Landlord respecting such Services.
(b) Without limiting the generality of Section 9(a) above, it is agreed
that (i) Sub-Sublessor's obligations to Sub-Sublessee hereunder with respect to
the Leased Premises shall be no greater than Sublessor's obligations to
Sub-Sublessor under the Sublease with respect thereto; (ii) subject to
subsection (c) below, Sub-Sublessor shall be required to perform its obligations
to Sub-Sublessee hereunder with respect to the Leased Premises only to the
extent that Sublessor has performed its similar obligations to SubSublessor
under the Sublease with respect thereto; (iii) Sub-Sublessee shall have no
greater rights against Sub-Sublessor hereunder with respect to the Leased
Premises than Sub-Sublessor has against Sublessor under the Sublease with
respect thereto; and (iv) if Sub-Sublessee shall be entitled to recover damages
from Sub-Sublessor for Sub-Sublessor's failure to perform its obligations to
Sub-Sublessee hereunder with respect to the Leased Premises and the same is not
due to a default by Sub-Sublessor under this Sub-Sublease or the Sublease, it
may so recover only to the extent that Sub-Sublessor has succeeded in recovering
from Sublessor for its failure to perform its similar obligations to
Sub-Sublessor, subject to subsection (c) below.
(c) It is further agreed that, in the event and to the extent that the
exercise of any of Sub-Sublessee's rights or the performance of any of
Sub-Sublessor's and/or Landlord's obligations under this Sub-Sublease that
requires enforcement of Sub-Sublessor's rights under the Sublease, requires
notice or other action (including joinder in any action to be taken by
Sub-Sublessee) on the part of Sub-Sublessor, Sub-Sublessor will upon reasonable
notice from Sub-Sublessee take or join in such action at Sub-Sublessee's cost
and expense, using counsel designated by Sub-Sublessee.
SECTION 10. INDEMNIFICATION. Neither party shall do or permit anything to
be done which would constitute a breach or violation of any of the terms,
covenants or conditions of the Prime Lease or the Sublease, or which would cause
the Prime Lease or the Sublease to be surrendered, terminated or forfeited by
reason of any right of termination or forfeiture reserved or vested in the
Landlord or the Sublessor, respectively, and each party shall indemnify and hold
the other harmless from and against all claims; loss, expense or liability of
any kind whatsoever (including reasonable counsel fees) by reason of any breach
or default on the part of such party of its obligations under this Section 10.
SECTION 11. DEFAULT. In the event Sub-Sublessee shall default in performing
any of the applicable terms of the Prime Lease and/or the Sublease and/or this
Sub-Sublease, then Sub-Sublessor shall have all the rights and remedies against
SubSublessee respecting such default as would be available to Landlord under the
Prime Lease and/or as would be available to Sublessor under the Sublease.
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SECTION 12. TERMINATION. If for any reason the term of the Prime Lease or
the Sublease shall be terminated prior to the expiration date of this
Sub-Sublease and the same is not due to a default by Sub-Sublessor under this
Sub-Sublease or the Sublease, this Sub-Sublease shall thereupon be terminated,
and Sub-Sublessor shall not be liable to Sub-Sublessee by reason thereof
SECTION 13. NOTICES.
(a) Except as otherwise expressly provided in this Sub-Sublease, any bills,
statements, notices, demands, requests or other communications given or required
to be given under this Sub-Sublease shall be deemed sufficiently given or
rendered if in writing, sent by registered or certified mail (return receipt
requested), addressed (a) to Sub-Sublessor as provided in Section 3(d), with a
copy to the General Counsel at the same address, or (b) to Sub-Sublessee at its
address set forth at the start of this Agreementated, attention: Xxxxxxx Xxxxxx,
Chairman, with a copy to Xxx Xxxxxxx, Esq., Fulbright & Xxxxxxxx, 000 Xxxxx
Xxxxxx, 00xx xxxxx, Xxx Xxxx, XX 00000, or (c) to such other address(es) or
other parties as either Sub-Sublessor or Sub-Sublessee may designate as its new
address(es) or other parties for such purpose by notice given to the other in
accordance with the provisions of this Section 13.
(b) The time limits, if any, set forth in the Prime Lease and the Sublease
for the giving of any notice are, for the purpose of this Sub-Sublease, changed
so that the time limits of Sub-Sublessor and Sub-Sublessee shall be four (4)
days less than the number of days, if any, stated in any particular case in the
Prime Lease, and five (5) days less than the number of days, if any, stated in
any particular case in the Sublease.
SECTION 14. BROKER. Each party warrants and represents to the other party
that it has dealt with no broker or finder with respect to the subleasing of the
Leased Premises other than Xxxxxxx & Wakefield, Inc. Sub-Sublessor agrees to be
responsible for the payment of one full commission to such broker on account of
this Sub-Sublease pursuant to separate agreement. Each party agrees to indemnify
and hold the other party harmless from and against any and all loss, cost,
claim, liability, damage and expense (including, without limitation, reasonable
attorneys' fees) which the other party may incur or sustain in connection with
any claim by any broker or finder other than Xxxxxxx & Xxxxxxxxx, Inc. which may
be asserted against such party as a result of any conversations, correspondence
or other dealings between such party and such broker finder relating to the
Leased Premises.
SECTION 15. INSURANCE.
(a) Sub-Sublessee shall obtain and keep in full force and effect during the
term of this Sub-Sublease at its own cost and expense the insurance required in
the Prime Lease to be maintained by Sublessor, protecting Sub-Sublessor as an
additional insured against any and all claims for personal injury, death or
property damage occuring in, upon, adjacent to, or connected with the Leased
Premises or any part thereof Sub-Sublessee shall pay all premiums and charges
therefor and upon failure to do so, Sub-
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Sublessor may, but shall not be obligated to make such payments, and in such
latter event, Sub-Sublessee agrees to pay the amount thereof to Sub-Sublessor on
demand and said sum shall be and be deemed to be additional rent. Sub-Sublessee
will include in the policies for such insurance a provision to the effect that
the same will be non-cancelable except upon 30 days advance written notice to
Sub-Sublessor. The original insurance policies or appropriate certificates shall
be deposited with Sub-Sublessor together with any renewals, replacements or
endorsements to the end that said insurance shall be in full force and effect
for the benefit of Sub-Sublessor during the term of this Sub-Sublease. In the
event Sub-Sublessee shall fail to procure and place such insurance,
Sub-Sublessor may, but shall not be obligated to, procure and place the same, in
which event the amount of the premium paid shall be paid by Sub-Sublessee to
Sub-Sublessor upon demand and such sum shall be and be deemed to be additional
rent.
(b) Sub-Sublessee agrees to include in any policy insuring against loss,
damage or destruction by fire or other casualty to Sub-Sublessee's Property and
business interest in the Leased Premises (business interruption insurance), a
waiver of the insurer's right of subrogation against Sub-Sublessor.
(c) Sub-Sublessee hereby releases Sub-Sublessor with respect to any claim
which it might otherwise have against Sub-Sublessor for loss, damage or
destruction with respect to and to the extent of its property (including rental
value or business interruption) and for injury to its employees, agents and
invitees, occurring during the term of this Sub-Sublease, unless due to the
negligence of Sub-Sublessor or its agents.
SECTION 16. HAZARDOUS MATERIALS.
(a) Indemnification.
(1) Each party shall and does indemnify and hold harmless the other
party from and against any and all loss, damage, expenses, fees, claims,
costs, fines, penalties, and liabilities including, but not limited to,
reasonable attorneys' fees and costs of litigation, arising out of or in
any manner connected with the presence or release of Hazardous Materials,
as herein defined, caused by such party, its agents, employees, contractors
or invitees.
(2) The indemnification pursuant to Section 16(a) of this Sub-Sublease
shall extend to all liability, including all foreseeable and unforeseeable
consequential damages, directly or indirectly arising out of the use,
generation, storage, release or disposal of Hazardous Materials on or about
the Leased Premises by each party, as the case may be, its agents,
employees, contractors or invitees, including, without limitation, the cost
of any required or necessary repair, cleanup, or detoxification and the
preparation of any closure or other required plans, whether such action is
required or necessary prior to or following the termination of this
Sub-Sublease, to the full extent that such action is attributable, directly
or indirectly, to the use, presence, generation, storage, release or
disposal of Hazardous Materials by such party, its agents, employees,
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contractors or invitees. Neither the written consent by Sub-Sublessor to
the use, generation, storage, or disposal of Hazardous Materials nor the
strict compliance by Sub-Sublessee with all statutes, laws, ordinances,
rules, regulations, and precautions pertaining to Hazardous Materials shall
excuse Sub-Sublessee from Sub-Sublessee's obligation of indemnification,
which shall survive the expiration or earlier termination of the
Sub-Sublease.
(b) Compliance.
(1) Sub-Sublessee shall strictly comply with all statutes, laws,
ordinances, rules, regulations, and precautions now or hereafter mandated
by any federal, state, local, or other governmental agency (collectively,
the "Laws") with respect to the use, generation, storage, or disposal of
Hazardous Materials at the Leased Premises by Sub-Sublessee, its agents,
employees, contractors or invitees.
(2) Sub-Sublessee shall not cause, or allow any agent, employee,
contractor, or invitee of Sub-Sublessee to cause any Hazardous Materials to
be used, generated, stored, or disposed of on or about the Leased Premises,
except in compliance with the Laws.
(c) Entry. Sub-Sublessee shall allow Sub-Sublessor to enter upon the Leased
Premises to perform any testing Sub-Sublessor reasonably desires. The testing
shall be done at Sub-Sublessor's sole expense.
(d) Definition. As used herein, Hazardous Materials shall include, but not
be limited to those substances defined as "hazardous substances", "Hazardous
Materials", "hazardous wastes", or other similar designations in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, 42 U.S.C. Section 9601 et seq., the Resource Conservation and Recovery
Act, 42 U.S.C. Section 6901 et seq., the Hazardous Materials Transportation Act,
49 U.S.C. Section 1801 et seq., and any other federal, state and local
governmental statutes, laws, ordinances, rules, regulations, and precautions.
SECTION 17. ENTIRE AGREEMENT. All prior understandings and agreements
between the parties are merged within this Sub-Sublease which alone fill" and
completely sets forth the understandings of the parties; and this Sub-Sublease
not be changed or terminated orally or in any manner other than by an agreement
in writing and signed by the party against whom enforcement of the change or
termination is sought.
SECTION 18. APPLICABLE LAW. This Sub-Sublease shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 19. APPLICATION. Subject to the terms hereof, the covenants and
agreements herein shall bind and inure to the benefit of the parties hereto and
their respective personal representatives, successors and assigns.
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SECTION 20. NO OFFER. Under no circumstances shall the submission of this
Sub-Sublease in draft form by or to either party be deemed to constitute and
offer for the subleasing of the Lease Premises.
SECTION 21. WARRANTIES. Sub-Sublessor represents and warrants to
SubSublessee that: (i) there have been no amendments, supplements or other
modifications to the terms of the Sublease (including the Exhibits thereto)
since its execution, and it shall not participate in or consent to any of the
foregoing, (ii) Sub-Sublessor is not in default under any of the terms of the
Sublease, (iii) all base rent and additional rent due under the Sublease through
the date hereof has been paid, (iv) Sub-Sublessor has no knowledge of any
default by Sublessor under the Sublease or by Landlord under the Prime Lease,
and (v) if Sub-Sublessor receives notice or obtains knowledge of any event
described in this Section 21, it shall immediately notify Sub-Sublessee thereof
and provide copies of all relevant documents.
IN WITNESS WHEREOF, the parties have caused this Sub-Sublease to be duly
executed the day and year first above written.
SUB-SUBLESSOR:
PLD TELEKOM INC.
By: /s/ E. Xxxxx Xxxxxxxx
-------------------------------
Name: E. Xxxxx Xxxxxxxx
Title: Senior Vice President
SUB-SUBLESSEE:
CYGNE DESIGNS, INC.
By: /s/ Xxxxxxx Xxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxx
Title: Chairman
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CONSENT TO SUB-SUBLEASE
THIS CONSENT TO SUB-SUBLEASE is entered into as of this 15th day of
February, 1999 by and among 000 XXXXX XXXXXX ASSOCIATES, L.P. ("Owner"), SEIKO
CORPORATION OF AMERICA ("Tenant"), PLD TELEKOM INC. ("Subtenant") and CYGNE
DESIGNS, INC. ("Sub-Subtenant"), and is made with reference to the following:
WITNESSETH:
WHEREAS, Owner and Tenant are parties to that certain lease dated July 1,
1990 (the "Lease"), demising certain premises in the building located at 000
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (the "Building"), as more particularly
described in the Lease (the "Demised Premises");
WHEREAS, Tenant and Subtenant are parties to that certain sublease dated
June 4, 1997 (the "Sublease"), subleasing the Demised Premises, to which Owner
consented pursuant to the Consent to Sub-Lease, dated June 19, 1997;
WHEREAS, Subtenant has requested that Owner and Tenant consent to the
further sub-leasing of the Demised Premises to the Sub-Subtenant on the terms
contained in a certain Sub-Sublease by and between Subtenant and Sub-Subtenant,
dated as of February 15, 1999 (the "Sub-Sublease");
WHEREAS, Owner and Tenant are each willing to consent to the Sub-Sublease
on the express terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:
1. Each of the recitals set forth above is incorporated herein by this
reference.
2. Subtenant hereby represents and warrants that it has delivered to Owner
and Tenant a true, correct and complete copy of the Sub-Sublease.
3. Owner and Tenant each hereby consents to the subleasing of the Demised
Premises to Sub-Subtenant upon the terms and conditions herein.
4. (a) The consent by Owner to such subleasing shall not operate as a
waiver of any term, condition or provision of the Lease, nor shall the same in
any manner be construed to modify any term, condition, or provision of the
Lease, and such consent shall not be deemed to be a consent to any subsequent
assignment of the Lease or subsequent subleasing of the Demised Premises or any
portion thereof nor shall such consent be deemed to constitute the consent or
approval of any specific term or
conditions contained in the Sub-Sublease, except for the prepayment of all
rental due from Sub-Subtenant under the Sub-Sublease.
(b) The consent by Tenant to such subleasing shall not operate as a waiver
of any term, condition or provision of the Sublease, nor shall the same in any
manner be construed to modify any term, condition, or provision of the Sublease,
and such consent shall not be deemed to be a consent to any subsequent
assignment of the Sublease or subsequent subleasing of the Demised Premises or
any portion thereof nor shall such consent be deemed to constitute the consent
or approval of any specific terms or conditions contained in the Sub-Sublease,
except for the prepayment of all rental due from Sub-Subtenant under the
Sub-Sublease.
5. Subtenant and Sub-Subtenant expressly acknowledge and agree that any
work or alterations to the Demised Premises shall be performed in a good and
workmanlike manner, in compliance with all applicable laws, without any expense
to Owner or Tenant, and in compliance with the terms and conditions relating
thereto as set forth in the Lease and the Sublease. 6. (a) The aforesaid consent
by Owner shall not in any manner serve to release or discharge Tenant from any
obligations, liabilities or duties under the terms of the Lease. (b) The
aforesaid consent by Tenant shall not in any manner serve to release or
discharge Subtenant from any obligations, liabilities or duties under the terms
of the Sublease.
6. (a) The aforesaid consent by Owner shall not in any manner serve to
release or discharge Tenant from any obligations, liabilities or duties under
the terms of the Lease.
(b) The aforesaid consent by Tenant shall not in any manner serve to
release or discharge Subtenant from any obligations, liabilities or duties under
the terms of the Sublease.
7. (a) The Sub-Sublease shall at all times remain subject and subordinate
to the Lease and the Sublease, and Sub-Subtenant by executing this Consent to
Sub-Sublease agrees that Sub-Subtenant shall be hilly and completely bound by
each and every term of the Lease and the Sublease insofar as such terms are
expressly incorporated in the Sub-Sublease.
(b) Any breach of the Lease caused by the Sub-Subtenant shall entitle Owner
to avail itself of any remedy set forth in the Lease in the event of any such
breach, as well as any other remedy available to Owner at law or in equity as if
the breach and been caused by Tenant.
(c) Any breach of the Sublease caused by the Sub-Subtenant shall entitle
Tenant to avail itself of any remedy set forth in the Sublease in the event of
any such breach, as `well as any other remedy available to Tenant at law or in
equity as if the breach had been caused by Subtenant.
8.. Sub-Subtenant, by execution of this Consent to Sub-Sublease,
acknowledges that Sub-Subtenant has examined and is familiar with all of the
applicable terms, provisions and conditions of the Lease and the Sublease.
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9. Subtenant and Sub-Subtenant agree to the extent any terms, conditions or
provisions of the Sub-Sublease are contrary to the terms of the Lease or the
Sublease, the terms, conditions and provisions of the Sub-Sublease are not
binding on Owner or Tenant, as the case may be.
10. Under no circumstances shall Owner or Tenant be liable for any
brokerage commission or other charge or expense in connection with the
Sub-Sublease, and Subtenant hereby indemnifies and agrees to hold Owner and
Tenant harmless from any claims or liability, whether meritorious or not, in
connection with any such brokerage commission or charge.
11. As a further condition of Owner's consent, Sub-Subtenant acknowledges
and agrees to be bound by the terms and provisions of Sections 21.04 and 21.05
of the lease as if it were Tenant, the tenant thereunder. Sub-Subtenant further
acknowledges that Owner would not have consented to the Sub-Sublease without the
acceptance and agreement by Sub-Subtenant to be bound by the terms and
conditions of Sections 21.01 and 21.05 of the Lease, and therefore such
acceptance and agreement constitutes a material inducement of Owner's consent to
the Sub-Sublease.
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IN WITNESS WHEREOF, the parties have executed this Consent to Sub-Sublease
to as of the day and year first written above.
OWNER:
000 XXXXX XXXXXX ASSOCIATES, L.P.
By: Xxxxxx Fifth Avenue Associates,
L.P., its General Partner
By: Xxxxxx 680 Realty Corp., its
General Partner
By: /s/ [ILLEGIBLE]
-------------------
Name:
Title:
TENANT:
SEIKO CORPORATION OF AMERICA
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Treasurer
SUB-TENANT:
PLD TELEKOM INC.
By: /s/ E. Xxxxx Xxxxxxxx
------------------------------
Name: E. Xxxxx Xxxxxxxx
Title: Senior Vice President
SUB-SUBLESSEE:
CYGNE DESIGNS, INC.
By: /s/ Xxxxxxx Xxxxxx
------------------------------
Name: Xxxxxxx Xxxxxx
Title: Chairman
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