OR QUASI-GOVERNMENTAL AUTHORITY HAVING
JURISDICTION OVER THE LEASED PREMISES OR (2) A PERSON OTHER THAN LANDLORD SHALL
COMMENCE AN ACTION OR PROCEEDING WITH RESPECT THERETO. IN ANY CASE, THE
PROVISIONS HEREOF SHALL BE SUBJECT TO TENANT'S CONTEST RIGHTS UNDER PARAGRAPH 14
HEREOF
(C)
TENANT AGREES THAT (I) AT ALL TIMES DURING THE TERM IT SHALL CAUSE
THE LEASED PREMISES TO BE MANAGED BY A REPUTABLE THIRD PARTY PROPERTY MANAGER,
PURSUANT TO A PROPERTY MANAGEMENT AGREEMENT REVIEWED BY AND REASONABLY
ACCEPTABLE TO LANDLORD (AND LENDER, IF APPLICABLE), AND (II) SUCH MANAGER SHALL
AGREE TO ENTER INTO SEPARATE SUBORDINATION OF MANAGEMENT AGREEMENTS FOR THE
BENEFIT OF LANDLORD AND LENDER, AS APPLICABLE, REASONABLY SATISFACTORY TO
LANDLORD OR LENDER, AS THE CASE MAY BE.
A COPY OF THE CURRENTLY EXISTING
PROPERTY MANAGEMENT AGREEMENT BY AND BETWEEN TENANT AND FIRST NEW YORK PARTNERS
HAS BEEN DELIVERED TO LANDLORD AND LANDLORD HEREBY APPROVES SAME.
IF TENANT
DESIRES TO ENTER INTO A NEW MANAGEMENT AGREEMENT SAME SHALL BE DELIVERED TO
LANDLORD AND LENDER (IF APPLICABLE) FOR APPROVAL PRIOR TO THE EFFECTIVE DATE
THEREOF; PROVIDED THAT IF LANDLORD AND LENDER (IF APPLICABLE) SHALL FAIL TO
APPROVE OR DISAPPROVE SUCH MANAGEMENT AGREEMENT IN WRITING WITHIN FOURTEEN (14)
DAYS OF DELIVERY THEREOF BY TENANT, THEN SAME SHALL BE DEEMED APPROVED (BUT
CLAUSE (II) OF THE FIRST SENTENCE OF THIS PARAGRAPH 12(C) SHALL NEVERTHELESS BE
APPLICABLE TO SUCH MANAGEMENT AGREEMENT).
13.
Alterations and Improvements.
(A)
TENANT SHALL HAVE THE RIGHT, WITHOUT HAVING OBTAINED THE PRIOR
WRITTEN CONSENT OF LANDLORD AND LENDER , (I) TO MAKE NON-STRUCTURAL
ALTERATIONS AND (II) TO INSTALL EQUIPMENT IN THE IMPROVEMENTS OR ACCESSIONS TO
THE EQUIPMENT THAT, SO LONG AS AT THE TIME OF CONSTRUCTION OR INSTALLATION OF
ANY SUCH EQUIPMENT OR ALTERATIONS NO EVENT OF DEFAULT EXISTS AND THE VALUE,
UTILITY OR STRUCTURAL INTEGRITY OF THE BUILDING OR THE LEASED PREMISES IS NOT
DIMINISHED THEREBY, NOR THE USE OF THE LEASED PREMISES ALTERED THEREBY IN ANY
MATERIAL RESPECT.
IF TENANT DESIRES TO MAKE STRUCTURAL ALTERATIONS TO THE
LEASED PREMISES, THEN THE PRIOR WRITTEN APPROVAL OF LANDLORD AND LENDER SHALL BE
REQUIRED (SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD OR DELAYED); PROVIDED
THAT (I) "POKE-THROUGHS" OR SIMILAR MINOR SLAB PENETRATIONS OR REINFORCEMENT OF
EXISTING STRUCTURAL ELEMENTS TO INCREASE LOAD BEARING SHALL NOT CONSTITUTE
STRUCTURAL ALTERATIONS IF PERFORMED IN CONNECTION WITH ANY OTHER PERMITTED
ALTERATIONS HEREUNDER AND (II) LANDLORD'S APPROVAL SHALL NOT BE WITHHELD (AND
SHALL BE GIVEN BY LANDLORD WITHIN TEN (10) DAYS OF A WRITTEN REQUEST BY TENANT
THEREFOR ACCOMPANIED BY THE STATEMENT OF THE QUALIFIED ENGINEER BELOW, OR ELSE
SHALL BE DEEMED GIVEN BY LANDLORD) WITH RESPECT TO CONSTRUCTION OF INTERNAL
STAIRWAYS CREATED WITHIN THE LEASED PREMISES, SO LONG AS TENANT GIVES TO
LANDLORD A WRITING SIGNED BY A
24
REPUTABLE AND RECOGNIZED STRUCTURAL ENGINEER SELECTED BY TENANT WHO REGULARLY
PREPARES PLANS FOR AND/OR REVIEWS AND APPROVES STRUCTURAL WORK (INCLUDING
WITHOUT LIMITATION THE CONSTRUCTION AND INSTALLATION OF INTERNAL STAIRWAYS), IN
FIRST-CLASS HIGH-RISE OFFICE BUILDINGS IN MANHATTAN (A "QUALIFIED ENGINEER")
STATING THAT TENANT'S PLANS FOR