DUE AND PAYABLE.
THE NON-DISTURBANCE
AGREEMENT FROM PRIME LESSOR WILL PROVIDE, AMONG OTHER THINGS, THAT IN THE EVENT
THE PRIME LEASE TERMINATES, THIS SUBLEASE WILL BECOME A DIRECT LEASE BETWEEN
SUBLESSEE AND THE SUCCESSOR TO PRIME LESSOR AND/OR PRIME LESSOR'S INTEREST IN
THE SUBJECT BUILDING.
PRIME LESSOR AGREES THAT SUBLESSEE'S POSSESSION OF THE
SUBLEASED PREMISES SHALL NOT BE DISTURBED, NOR SHALL THIS SUBLEASE BE TERMINATED
IN THE EVENT OF SUBLESSOR'S DEFAULT UNDER, AND A SUBSEQUENT TERMINATION OF, THE
PRIME LEASE, AND THIS SUBLEASE SHALL CONTINUE IN FULL FORCE AND EFFECT WITH
PRIME LESSOR UNDERTAKING THE OBLIGATIONS OF SUBLESSOR HEREUNDER, OR PRIME
LESSOR, AT ITS OPTION, MAY ELECT TO ENTER INTO A NEW DIRECT LEASE WITH SUBLESSEE
UPON THE SAME TERMS AND CONDITIONS AS SET FORTH HEREIN UPON SUCH A TERMINATION
OF THE PRIME LEASE.
SUBLESSOR AGREES THAT IT SHALL BE A CONDITION PRECEDENT TO
ANY SUBSEQUENT LOAN THAT SUCH LENDER AGREE THAT IT WILL PROVIDE A
NON-DISTURBANCE AGREEMENT IN FORM REASONABLE ACCEPTABLE TO SUBLESSEE WITH
RESPECT TO THIS SUBLEASE.
22.
ROOF RIGHTS.
AT ANY TIME DURING THE FULL
SUBLEASE TERM, SUBJECT TO APPLICABLE LAWS SUBLESSEE MAY INSTALL, AT SUBLESSEE'S
SOLE COST AND EXPENSE, TELECOMMUNICATIONS ANTENNAS, MICROWAVE DISHES AND OTHER
COMMUNICATIONS EQUIPMENT ("TELECOMMUNICATIONS EQUIPMENT") UPON THE ROOF OF THE
SUBLEASED PREMISES.
THE PHYSICAL APPEARANCE OF THE TELECOMMUNICATIONS EQUIPMENT
SHALL BE SUBJECT TO SUBLESSOR'S REASONABLE APPROVAL.
SUCH APPROVAL SHALL BE
DEEMED TO HAVE BEEN GRANTED UNLESS PRIOR TO THE EXPIRATION OF THE TEN (10) DAY
PERIOD IMMEDIATELY FOLLOWING SUBLESSOR'S RECEIPT OF THE REQUEST FOR APPROVAL,
TOGETHER WITH PLANS DEPICTING THE LOCATION OF SAME, SUBLESSOR FAILS TO DELIVER
TO SUBLESSEE WRITTEN NOTICE OF ITS DISAPPROVAL OF SAME AND PROVIDE REASONS FOR
SUCH DISAPPROVAL.
THE DESIGNATED LOCATION SHALL PROVIDE FOR THE PROPER
FUNCTIONING OF SUBLESSEE'S TELECOMMUNICATIONS EQUIPMENT.
AT THE TIME OF THE
REQUEST FOR
32
APPROVAL, SUBLESSOR MAY REQUIRE SUBLESSEE TO INSTALL SCREENING AROUND SUCH
TELECOMMUNICATIONS EQUIPMENT, AT SUBLESSEE'S SOLE COST AND EXPENSE, AS
REASONABLY DESIGNATED BY SUBLESSOR.
SUBLESSEE SHALL BE RESPONSIBLE FOR SECURING
THE APPROVAL OF ALL GOVERNMENTAL AUTHORITIES AND ALL PERMITS REQUIRED BY
GOVERNMENTAL AUTHORITIES HAVING JURISDICTION OVER SUCH APPROVALS AND PERMITS FOR
THE TELECOMMUNICATIONS EQUIPMENT, AND SHALL PROVIDE COPIES OF SUCH APPROVALS AND
PERMITS TO SUBLESSOR.
SUBLESSEE SHALL MAINTAIN SUCH TELECOMMUNICATIONS
EQUIPMENT, AT SUBLESSEE'S SOLE COST AND EXPENSE.
IN ADDITION, SUBLESSEE SHALL,
AT SUBLESSEE'S SOLE COST AND EXPENSE, PRIOR TO THE EXPIRATION OR EARLIER
TERMINATION OF THIS SUBLEASE, REMOVE ANY TELECOMMUNICATIONS EQUIPMENT AND
RESTORE THE AFFECTED AREA TO THE CONDITION EXISTING PRIOR TO SUBLESSEE'S
INSTALLATION THEREOF, REASONABLE WEAR AND TEAR AND DAMAGE FROM CASUALTY AND
CONDEMNATION, EXCEPTED.
SUBLESSOR ACKNOWLEDGES THAT SUBLESSEE MAY BE STORING
CLASSIFIED OR CONFIDENTIAL MATERIALS AND INFORMATION IN CONNECTION WITH ITS
BUSINESS OPERATIONS FROM THE SUBLEASED PREMISES.
ACCORDINGLY, FROM AND AFTER
DELIVERY OF POSSESSION TO SUBLESSEE, NEITHER SUBLESSOR, SUBLESSOR, OR OTHER
OCCUPANT OF THE SUBJECT BUILDING, NOR ANY OF THEIR RESPECTIVE AGENTS, EMPLOYEES
OR CONTRACTORS SHALL GO ONTO THE ROOF WITHOUT PROVIDING SUBLESSEE AT LEAST FIVE
(5) BUSINESS DAYS' PRIOR WRITTEN NOTICE OF THE SPECIFIC DATE AND