ABATE BY REASON OF ANY DAMAGE TO OR DESTRUCTION OF THE PREMISES,
OR THE BUILDING OR ANY PART THEREOF, UNLESS, AND THEN ONLY TO THE EXTENT THAT,
RENTAL AND SUCH OTHER PAYMENTS ACTUALLY ABATE UNDER THE PRIME LEASE WITH RESPECT
TO THE PREMISES ON ACCOUNT OF SUCH EVENT AND SUBLANDLORD AND SUBTENANT
ACKNOWLEDGE AND AGREE THAT IN THE EVENT MONTHLY RENT (AS DEFINED IN THE PRIME
LEASE) IS ABATED PURSUANT TO THE PROVISIONS OF SECTION 4.F. OF THE PRIME LEASE,
THEN SUBTENANT SHALL BE ENTITLED TO A CONSEQUENT ABATEMENT OF RENT DUE UNDER
THIS SUBLEASE TO THE EXTENT THAT SUCH MONTHLY RENT (AS DEFINED IN THE PRIME
LEASE) ACTUALLY ABATES UNDER THE PRIME LEASE;
(III)
SUBLANDLORD AND SUBTENANT ACKNOWLEDGE AND
AGREE THAT IN THE EVENT THE PRIME LEASE PERMITS THE TENANT THEREUNDER TO
TERMINATE THE PRIME LEASE IN THE EVENT OF ANY CASUALTY TO THE PREMISES, THEN
EXCEPT AS SET FORTH HEREINBELOW, IN NO EVENT SHALL SUBLANDLORD, AS THE TENANT
UNDER THE PRIME LEASE BE RESTRICTED IN SO TERMINATING THE
9
PRIME LEASE, PROVIDED, HOWEVER, SO LONG AS (A) SUBTENANT IS NOT THEN IN DEFAULT
UNDER THIS SUBLEASE AFTER WRITTEN NOTICE AND PAST ANY CURE PERIOD PROVIDED UNDER
THIS SUBLEASE, AND (B) SUBTENANT THEN HAS A TANGIBLE NET WORTH IN EXCESS OF
TWENTY MILLION DOLLARS ($20,000,000.00) AS EVIDENCED BY FINANCIAL STATEMENTS
REASONABLY SATISFACTORY TO SUBLANDLORD, IN NO EVENT SHALL SUBLANDLORD, AS THE
TENANT UNDER THE PRIME LEASE, ELECT TO SO TERMINATE THE PRIME LEASE WITHOUT
OBTAINING THE CONSENT OR APPROVAL FROM SUBTENANT AS TO SUCH TERMINATION.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE RIGHT OF SUBLANDLORD TO
ELECT TO SO TERMINATE THE PRIME LEASE BE LIMITED OR RESTRICTED IN THE EVENT
SUBLANDLORD WOULD HAVE THE RIGHT TO TERMINATE THE PRIME LEASE AS SET FORTH IN
PARAGRAPH 9.A THEREOF IN THE CIRCUMSTANCE WHERE THE TIME TO RESTORE ANY SUCH
CASUALTY WOULD EXCEED TWO (2) MONTHS AND THE RESTORATION WORK WOULD BEGIN DURING
THE LAST TWELVE (12) MONTHS OF THE TERM OF THE PRIME LEASE IF (A) SUBLANDLORD
PROVIDES PRIOR NOTICE OF SUCH ELECTION TO SUBTENANT AND (B) SUCH TERMINATION
RIGHT IS CONDITIONED UPON SUBTENANT HAVING A WRITTEN AGREEMENT WITH LANDLORD TO
CONTINUE IN POSSESSION AND OCCUPY THE PREMISES WITHOUT INTERRUPTION THROUGH
EXERCISE OF SUBTENANT'S OPTION TO EXTEND SET FORTH IN THE CONSENT AGREEMENT;
(IV)
SUBTENANT SHALL NOT HAVE ANY RIGHT TO EXERCISE
OR HAVE SUBLANDLORD EXERCISE ANY OPTION UNDER THE PRIME LEASE, INCLUDING,
WITHOUT LIMITATION, ANY OPTION TO EXTEND THE TERM OF THE PRIME LEASE OR LEASE
ADDITIONAL SPACE (PROVIDED, SUBLANDLORD AND SUBTENANT ACKNOWLEDGE AND AGREE THAT
THE FOREGOING SHALL NOT LIMIT OR RESTRICT ANY SUCH OPTIONS AND RIGHTS THAT MAY
BE GRANTED TO SUBTENANT DIRECTLY FROM LANDLORD IN THE CONSENT AGREEMENT SO LONG
AS SUBLANDLORD INCURS NO LIABILITY OR OBLIGATION IN CONNECTION THEREWITH); AND
(V)
IN THE EVENT OF ANY CONFLICT BETWEEN THE
TERMS, CONDITIONS AND PROVISIONS OF THE PRIME LEASE AND OF THIS SUBLEASE, THE
TERMS, CONDITIONS AND PROVISIONS OF THIS SUBLEASE SHALL, IN ALL INSTANCES,
GOVERN