to Sublandlord.
Such replacement Letter of Credit shall be in the
form required by this Section 3(f) and shall be provided by Subtenant within
thirty (30) days following Sublandlord's notice to Subtenant, and Subtenant's
failure to timely so provide such replacement Letter of Credit shall constitute
an Event of Default.
Upon Sublandlord's receipt of such replacement Letter of
Credit, Sublandlord shall return the Letter of Credit originally issued by the
downgraded Issuer to Subtenant.
4.
USE.
THE SUBLEASE PREMISES SHALL BE USED FOR THE PERMITTED USES ONLY AND
FOR NO OTHER PURPOSE OR BUSINESS WITHOUT THE PRIOR WRITTEN CONSENT OF MASTER
LANDLORD AND SUBLANDLORD.
AT ITS OWN EXPENSE, SUBTENANT WILL PROCURE, MAINTAIN
IN EFFECT AND COMPLY WITH ALL CONDITIONS OF ANY AND ALL PERMITS, LICENSES AND
OTHER GOVERNMENTAL APPROVALS REQUIRED FOR SUBTENANT'S USE OF THE SUBLEASE
PREMISES, EXCEPT THAT SUBLANDLORD SHALL BE RESPONSIBLE TO OBTAIN BUILDING
PERMITS AND CERTIFICATE(S) OF OCCUPANCY IN CONNECTION WITH THE SUBTENANT
IMPROVEMENTS AND THE TEMPORARY PREMISES IMPROVEMENTS.
5.
ASSIGNMENT AND SUBLETTING.
(A) TRANSFER OF SUBLEASEHOLD ESTATE.
SUBTENANT SHALL NOT PERMIT OCCUPANCY OF
THE SUBLEASE PREMISES BY ANY PERSON OR PERSONS OTHER THAN SUBTENANT OR SELL,
ASSIGN, ENCUMBER, SUBLEASE OR OTHERWISE TRANSFER BY OPERATION OF LAW OR
OTHERWISE (COLLECTIVELY, "TRANSFER") THE SUBLEASE PREMISES OR THIS SUBLEASE
WITHOUT MASTER LANDLORD'S AND SUBLANDLORD'S PRIOR WRITTEN CONSENT, WHICH CONSENT
OF SUBLANDLORD SHALL NOT BE UNREASONABLY WITHHELD OR CONDITIONED, IN EITHER CASE
SUBJECT TO THE PROVISIONS OF SECTION 5.2.1 OF THE MASTER LEASE AS INCORPORATED
HEREIN; PROVIDED, HOWEVER, THAT PRIOR TO ASSIGNING THE SUBLEASE OR MAKING FIFTY
PERCENT (50%) OR MORE (CUMULATIVELY) OF THE SUBLEASE PREMISES AVAILABLE FOR
SUBLETTING, SUBTENANT SHALL FIRST OFFER TO SUBLANDLORD, BY WRITTEN NOTICE, THE
RIGHT TO RECAPTURE ALL OF THE SUBLEASE PREMISES OR THE PORTION OF THE SUBLEASE
PREMISES WHICH SUBTENANT INTENDS TO SUBLET OR ASSIGN.
SUBLANDLORD SHALL GIVE
ITS APPROVAL OR REASONS FOR DISAPPROVAL, OR ELECTION TO RECAPTURE, WITHIN
FIFTEEN (15) BUSINESS DAYS AFTER SUBTENANT HAS REQUESTED SUBLANDLORD'S CONSENT
TO SUCH SUBLEASE OR ASSIGNMENT.
IF SUBLANDLORD SO ELECTS TO RECAPTURE,
SUBLANDLORD AND SUBTENANT SHALL ENTER INTO AN AGREEMENT TERMINATING THIS
SUBLEASE WITH RESPECT TO THE PORTION OF THE SUBLEASE PREMISES SO RECAPTURED BY
SUBLANDLORD.
SUBTENANT SHALL REIMBURSE SUBLANDLORD, AS ADDITIONAL RENT, FOR (I)
ALL OF SUBLANDLORD'S REASONABLE ATTORNEYS FEES AND OTHER COSTS, CHARGES AND
EXPENSES IN CONNECTION WITH THE REVIEW, PROCESSING, NEGOTIATION AND
DOCUMENTATION OF ANY REQUEST FOR SUBLANDLORD'S AND MASTER LANDLORD'S CONSENTS TO
A PROPOSED TRANSFER OF THE SUBLEASE PREMISES (INCLUDING, BUT NOT LIMITED TO,
AMOUNTS PAYABLE BY SUBLANDLORD TO MASTER LANDLORD FOR ITS CONSENT) AND (II)
TWENTY FIVE PERCENT (25%) OF THE EXCESS OF ANY SUBRENT AND OTHER CONSIDERATION
RECEIVED BY SUBTENANT BY REASON OF SUCH TRANSFER, OVER THE SUM OF THE RENT
PAYABLE HEREUNDER, PLUS ALL OF ANY BONUS OR EXCESS RENT PAYABLE BY SUBLANDLORD
TO MASTER LANDLORD UNDER THE MASTER LEASE BY REASON OF SUCH TRANSFER, AFTER
DEDUCTION OF THE COSTS AND EXPENSES PERMITTED TO BE DEDUCTED UNDER SECTION 5.2.1
OF THE MASTER LEASE.
ANY TRANSFER IN VIOLATION OF