TO ANY MONETARY OR MATERIAL NON-MONETARY
OBLIGATION UNDER THIS LEASE SHALL NOT HAVE OCCURRED AND BE CONTINUING (PROVIDED,
HOWEVER, THAT THE CONDITION SET FORTH IN THIS CLAUSE (I) SHALL NOT APPLY TO
TRANSFERS PERMITTED PURSUANT TO SECTIONS 13.1(A) AND 13.1(B) HEREOF); AND
(II) TENANT SHALL REIMBURSE LANDLORD FOR ALL REASONABLE OUT-OF-POCKET COSTS AND
EXPENSES INCURRED BY LANDLORD, INCLUDING REASONABLE LEGAL FEES AND
DISBURSEMENTS, IN CONNECTION WITH ITS EXAMINATION AND REVIEW OF SUCH PROPOSED
TRANSFER.
(H)
[INTENTIONALLY OMITTED]
(I)
[INTENTIONALLY OMITTED]
SECTION 13.2
SUBLEASING.
(A)
CONDITIONS TO SUBLEASE.
THE FOLLOWING CONDITIONS SHALL APPLY TO
ANY SUBLEASE FOR THE OCCUPANCY OF SPACE IN THE DEMISED PREMISES:
105
(I)
NO MONETARY OR MATERIAL NON-MONETARY DEFAULT AND NO EVENT OF
DEFAULT SHALL THEN EXIST;
(II)
THE SUBLEASE SHALL SPECIFICALLY PROVIDE THAT THE SUBLEASE WILL
BE SUBJECT AND SUBORDINATE TO THIS LEASE AND TO ALL MATTERS TO WHICH THIS LEASE
IS SUBJECT AND SUBORDINATE, AND THAT IN THE EVENT OF ANY CONFLICT BETWEEN THIS
LEASE AND THE SUBLEASE, THIS LEASE WILL BE CONTROLLING;
(III)
NO SUBLEASE FOR RETAIL SPACE SHALL BE FOR A PURPOSE OTHER THAN
ACTUAL OCCUPANCY BY THE NAMED SUBTENANT OR ANY AFFILIATES THEREOF OR FOR THE
OCCUPANCY OF CONCESSIONAIRES OR LICENSEES THEREUNDER; PROVIDED, HOWEVER, NOTHING
IN THE FOREGOING SHALL PROHIBIT UNDERLETTING BY SUCH NAMED SUBTENANT, PURSUANT
TO SUBLEASES THAT COMPLY WITH THIS LEASE AFTER A REASONABLE PERIOD OF OCCUPANCY
BY SUCH NAMED SUBTENANT;
(IV)
EACH SUBLEASE SHALL (A) SPECIFICALLY REQUIRE THAT SUBTENANT SHALL
COMPLY WITH THE PROVISIONS OF ARTICLE IX OF THIS LEASE AS THOSE PROVISIONS
PERTAIN TO SUBTENANT'S PLANS AND SPECIFICATIONS, (B) RECITE THAT IT IS FOR A
PERMITTED USE AND THAT THE SUBTENANT AGREES TO BE BOUND BY THE DUO, (C) CONTAIN
A SPECIFIC ACKNOWLEDGMENT THAT SUCH SUBTENANT HAS RECEIVED A COPY OF AND
REVIEWED THIS LEASE, THE GROUND LEASE AND THE DUO AND (D) WITH RESPECT TO A
SUBLEASE FOR RETAIL SPACE, SHALL INCORPORATE IN FULL THE PROVISIONS OF
SECTION 3.13 HEREOF TO THE EXTENT APPLICABLE TO SUCH SUBTENANT, INCLUDING THE
RIGHTS AND OBLIGATIONS OF SUCH SUBTENANT AND LANDLORD (AND THE COMPTROLLER) IN
RESPECT OF SUCH SUBTENANT'S BOOKS OF RECORD AND ACCOUNTS;
(V)
THE PROPOSED SUBTENANT (AND THE PRINCIPALS THEREOF IF SUCH
PROPOSED SUBTENANT IS NOT PUBLICLY HELD) IS NOT A PROHIBITED PERSON; AND
(VI)
THE SUBLETTING SHALL END NO LATER THAN ONE (1) DAY BEFORE THE
SCHEDULED EXPIRATION DATE OF THIS LEASE.
(B)
NONDISTURBANCE AGREEMENT.
SO LONG AS TENANT IS NOT THEN IN MONETARY
OR MATERIAL NON-MONETARY DEFAULT HEREUNDER, AT THE REQUEST OF TENANT, LANDLORD
SHALL ENTER INTO A NONDISTURBANCE, SUBORDINATION AND ATTORNMENT AGREEMENT
SUBSTANTIALLY IN THE FORM OF EXHIBIT K ATTACHED HERETO (A "NONDISTURBANCE
AGREEMENT") WITH EACH PROPOSED SUBTENANT UNDER A PROPOSED SUBLEASE WITH TENANT
OF ALL OR ANY PORTION OF THE DEMISED PREMISES WHICH MEETS THE CONDITIONS SET
FORTH IN EACH OF CLAUSES (I) THROUGH (VII) BELOW:
(I)
[INTENTIONALLY OMITTED];
(II)
THE SPACE DEMISED BY SUCH SUBLEASE IS ONE-HALF OF ONE FULL FLOOR OF
OFFICE SPACE OR MORE (PROVIDED, HOWEVER, THAT, WITH RESPECT TO A