a non-disturbance and attornment agreement in favor
of the Sublessee reasonably acceptable to Sublessee so that Sublessee's
occupancy under the terms and provisions of this Sublease will not be disturbed
in the event of a default by Sublessor of the Prime Lease (the "Prime Lessor
Non-Disturbance Agreement").
25.
ALTERATIONS AND IMPROVEMENTS.
SUBLESSEE SHALL BE PERMITTED TO MAKE
ANY ALTERATIONS (AS DEFINED IN THE PRIME LEASE) IN ACCORDANCE WITH SECTION 9 OF
THE PRIME LEASE.
SHOULD PRIME LEASE OR SUBLESSOR REQUIRE RESTORATION OF
ALTERATIONS MADE BY OR FOR SUBLESSEE, SUBLESSEE WILL BE RESPONSIBLE, AT ITS SOLE
COST AND EXPENSE, TO COMPLETE SUCH WORK NO LATER THAN THE EXPIRATION OF THIS
SUBLEASE.
SUBLESSOR SHALL INFORM SUBLESSEE OF ITS (OR PRIME LESSOR'S DECISION
REGARDING REMOVAL OF SUCH ALTERATIONS UPON APPROVAL OF THE REQUESTED
IMPROVEMENTS OF ALTERATIONS BY SUBLESSOR AND PRIME LESSOR.
IF FOR ANY REASON
SUBLESSOR DOES NOT PROVIDE
SUBLESSEE DIRECTION WITH REGARD TO RESTORATION THEN SUBLESSEE WILL BE REQUIRED
TO REMOVE IMPROVEMENTS PRIOR TO THE SUBLEASE EXPIRATION DATE.
NOTWITHSTANDING
ANYTHING IN THIS SECTION 26 TO THE CONTRARY, ONCE SUBLESSOR HAS AGREED IN
WRITING THAT SUBLESSEE SHALL NOT BE RESPONSIBLE FOR RESTORING ALTERATIONS IN
ACCORDANCE WITH THIS SECTION 26, SUBLESSOR MAY NOT LATER REQUIRE SUBLESSEE TO
REMOVE OR RESTORE SUCH ALTERATION.
26.
SURRENDER OF THE SUBLET PREMISES.
UPON THE EXPIRATION OR SOONER
TERMINATION OF THIS SUBLEASE, SUBLESSEE SHALL ADHERE TO THE TERMS AND CONDITIONS
SET FORTH IN THE PRIME LEASE CONCERNING THE CONDITION OF THE SUBLET PREMISES
UPON SURRENDER.
IN ADDITION, SUBLESSEE SHALL NOT BE REQUIRED TO REMOVE ANY
ALTERATIONS OR IMPROVEMENTS MADE BY OR FOR THE ACCOUNT OF SUBLESSOR.
IF THE
PRIME LEASE REQUIRES THE REMOVAL OF ANY ALTERATIONS OR IMPROVEMENTS MADE BY OR
FOR SUBLESSOR, SUBLESSOR SHALL, AT ITS SOLE COST AND EXPENSE, REMOVE SUCH
ALTERATIONS AND IMPROVEMENTS.
HOWEVER, SUBLESSEE AT SUBLESSEE'S EXPENSE, MAY BE
REQUIRED AT SUBLESSOR'S DISCRETION TO REMOVE ALTERATIONS OR IMPROVEMENTS MADE
FOR THE BENEFIT OF SUBLESSEE.
27.
DAMAGE TO CABLES AND PIPES.
SUBLESSOR SHALL NOT BE RESPONSIBLE OR
LIABLE TO SUBLESSEE, OR TO THOSE CLAIMING BY, THROUGH OR UNDER SUBLESSEE, FOR
ANY LOSS OR DAMAGE RESULTING, TO SUBLESSEE, OR TO THOSE CLAIMING BY, THROUGH OR
UNDER SUBLESSEE, OR ITS OR THEIR PROPERTY, FROM THE BREAKING, BURSTING,
STOPPAGE OR LEAKAGE OF ELECTRICAL CABLE WIRES, GAS, SEWER, WATER OR STEAM PIPES
UNLESS SUCH LOSS OR DAMAGE IS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF SUBLESSOR OR SUBLESSOR'S AGENTS, EMPLOYEES OR CONTRACTORS OR
UNLESS SUBLESSOR IS MADE AWARE OF ANY CONDITION WHICH RESULTS IN ANY OF THE
AFOREMENTIONED LOSS OR DAMAGE WHICH IT WILLFULLY NEGLECTS TO REPAIR OR REPLACE
(TO THE EXTENT IT IS OBLIGATED TO DO SO).
28.
PRIME LESSOR'S APPROVAL.
THIS SUBLEASE AND SUBLESSOR'S AND
SUBLESSEE'S LIABILITY HEREUNDER ARE SUBJECT TO PRIME LESSOR'S CONSENT HERETO, AS
REQUIRED UNDER SECTION 11 OF THE PRIME LEASE, AND THIS SUBLEASE SHALL BE NULL
AND VOID, AND NEITHER SUBLESSOR NOR SUBLESSEE SHALL HAVE ANY LIABILITY HEREUNDER
WHATSOEVER, SHOULD PRIME LESSOR FAIL TO GIVE SUCH CONSENT TO THIS SUBLEASE.
IN