THAT IS
PRIMARILY ENGAGED IN SALE-LEASEBACK OR CREDIT TENANT LEASING TRANSACTIONS.
(D)
IF TENANT ASSIGNS ALL ITS RIGHTS AND INTEREST UNDER THIS LEASE,
THE ASSIGNEE UNDER SUCH ASSIGNMENT SHALL EXPRESSLY ASSUME ALL THE OBLIGATIONS OF
TENANT HEREUNDER, ACTUAL OR CONTINGENT, INCLUDING OBLIGATIONS OF TENANT WHICH
MAY HAVE ARISEN ON OR PRIOR TO THE DATE OF SUCH ASSIGNMENT, BY A WRITTEN
INSTRUMENT DELIVERED TO LANDLORD AT THE TIME OF SUCH
39
ASSIGNMENT.
EACH SUBLEASE OF ANY OF THE LEASED PREMISES (A) SHALL BE EXPRESSLY
SUBJECT AND SUBORDINATE TO THIS LEASE AND ANY MORTGAGE (INCLUDING THE LANDLORD
MORTGAGE) ENCUMBERING THE LEASED PREMISES; (B) NOT EXTEND BEYOND THE THEN
CURRENT TERM MINUS ONE DAY; (C) TERMINATE UPON ANY TERMINATION OF THIS LEASE,
UNLESS LANDLORD ELECTS IN WRITING, TO CAUSE THE SUBLESSEE TO ATTORN TO AND
RECOGNIZE LANDLORD AS THE LESSOR UNDER SUCH SUBLEASE, WHEREUPON SUCH SUBLEASE
SHALL CONTINUE AS A DIRECT LEASE BETWEEN THE SUBLESSEE AND LANDLORD UPON ALL THE
TERMS AND CONDITIONS OF SUCH SUBLEASE; AND (D) BIND THE SUBLESSEE TO ALL
COVENANTS CONTAINED IN THIS LEASE WITH RESPECT TO SUBLEASED PREMISES TO THE SAME
EXTENT AS IF THE SUBLESSEE WERE THE TENANT; PROVIDED THAT, LANDLORD WILL GRANT
NON-DISTURBANCE RIGHTS TO SUBTENANTS PURSUANT TO A SUBORDINATION NON-DISTURBANCE
AND ATTORNMENT AGREEMENT (AN "SNDA") SUBSTANTIALLY IN THE FORM OF EXHIBIT "G",
ANNEXED HERETO, IN CONNECTION WITH A SUBLEASE FOR ONE OR MORE MULTIPLE FULL
FLOORS OF THE LEASED PREMISES TO A CREDITWORTHY SUBTENANT (AS REASONABLY
DETERMINED BY LANDLORD) WHEREIN THE TERMS OF SUCH SUBLEASE PROVIDE FOR FIXED
ANNUAL RENT EQUAL TO OR GREATER THAN THE BASIC RENT DUE UNDER THIS LEASE (ON PER
RENTABLE SQUARE FOOT BASIS) AT ALL TIMES DURING THE SUBLEASE TERM; AND PROVIDED
FURTHER, AS TO ANY SUBTENANT UNDER A SUBLEASE DEMISING TWO (2) FULL FLOORS OR
MORE OF THE BUILDING AND AS TO WHICH LANDLORD HAS PROVIDED AN SNDA, SUCH
SUBLEASE SHALL PROVIDE THAT UPON THE WRITTEN REQUEST OF LANDLORD (NOT MORE OFTEN
THAN ONCE PER ANNUM) SUCH SUBTENANT SHALL PROVIDE THE FINANCIALS REQUIRED UNDER
THE PROVISIONS OF PARAGRAPH 28(B) HEREOF (SO LONG AS LANDLORD AGREES IN WRITING
TO KEEP SAME CONFIDENTIAL AND PROVIDED SUCH DELIVERY OF FINANCIALS SHALL NOT BE
REQUIRED BY SUCH SUBTENANT IF SAME ARE AVAILABLE TO LANDLORD BY ELECTRONIC
DISCLOSURE AS PROVIDED IN PARAGRAPH 28(A) HEREOF).
NO ASSIGNMENT OR SUBLEASE
SHALL AFFECT OR REDUCE ANY OF THE OBLIGATIONS OF TENANT HEREUNDER OR OF THE
GUARANTOR UNDER THE GUARANTY, AND ALL SUCH OBLIGATIONS OF TENANT AND GUARANTOR
SHALL CONTINUE IN FULL FORCE AND EFFECT AS OBLIGATIONS OF A PRINCIPAL AND NOT AS
OBLIGATIONS OF A GUARANTOR, AS IF NO ASSIGNMENT OR SUBLEASE HAD BEEN MADE;
EXCEPT THAT, IN THE CASE OF A PRE-APPROVED ASSIGNMENT TO A CREDIT ENTITY, IF THE
CREDIT ENTITY IS THE SUCCESSOR-TENANT UNDER THIS LEASE OR IS A GUARANTOR OF THE
PAYMENT AND PERFORMANCE OF TENANT'S OBLIGATIONS UNDER THIS LEASE PURSUANT TO A
NEW GUARANTY SUBSTANTIALLY IN FORM AND SUBSTANCE THE SAME AS THE GUARANTY
EXECUTED BY GUARANTOR AS OF THE COMMENCEMENT DATE