OR THE NYTC OFFICE
UNIT:
(A)
IF NYTC GUARANTOR OR ITS AFFILIATES OCCUPY THE NYTC OFFICE UNIT,
AND THE LEASED SPACE IS IN THE FC OFFICE UNIT AND THE PROPOSED TENANT IS NYTC
GUARANTOR PURSUANT TO THE FORM OF NYTC SUBLEASE SUBSTANTIALLY AS SET FORTH IN
EXHIBIT Q ATTACHED TO THE GROUND LEASE (THE "NYTC FORM SUBLEASE") IN THE FORM OF
THE NON-DISTURBANCE AGREEMENT, PROVIDED THAT SUCH NON-DISTURBANCE AGREEMENT
SHALL PROVIDE THAT IT IS NOT EFFECTIVE UNLESS AND UNTIL THE NYTC UNITS ARE NOT
SUBJECT TO THE LIEN OF THE BUILDING LOAN MORTGAGE AND THE PROJECT LOAN MORTGAGE
AND NYTC GUARANTOR HAS NO DIRECT OR INDIRECT OWNERSHIP INTEREST IN FC MEMBER OR
BORROWER; OR
(B)
IN ALL CIRCUMSTANCES NOT COVERED BY CLAUSE (II)(A) OF THIS SECTION
7.14(B), (1) THE SPACE DEMISED BY SUCH PERMITTED LEASE IS ONE-HALF OF ONE FULL
FLOOR OR MORE (PROVIDED, HOWEVER, THAT, WITH RESPECT TO A PERMITTED LEASE OF
LESS THAN A FULL FLOOR AGENT'S OBLIGATION TO ENTER INTO A NON-DISTURBANCE
AGREEMENT PURSUANT TO THIS SECTION 7.14(B)(II)(B) SHALL APPLY ONLY IF BORROWER
SHALL SUPPLY TO AGENT, TOGETHER WITH BORROWER'S LEASE REQUEST FORM, EVIDENCE
REASONABLY SATISFACTORY TO AGENT THAT THE SPACE TO BE LEASED SHALL BE REGULAR IN
SHAPE, REASONABLY ACCESSIBLE IN A CUSTOMARY MANNER, RENTED AT NOT LESS THAN FAIR
MARKET VALUE AND OTHERWISE ON TERMS THAT ARE COMMERCIALLY REASONABLE AND
CUSTOMARY IN RESPECT OF SIMILARLY SITUATED TENANTS OF SPACE OF THE SIZE AND
QUALITY TO BE DEMISED UNDER THE PERMITTED LEASE), AND (2) THE PROPOSED TENANT IS
OF SUFFICIENT FINANCIAL CONDITION TO PERFORM THE OBLIGATIONS UNDER THE PROPOSED
PERMITTED LEASE, TAKING INTO ACCOUNT ANY SECURITY DEPOSIT POSTED BY THE PROPOSED
TENANT, AND AGENT SHALL HAVE BEEN FURNISHED WITH EVIDENCE REASONABLY
SATISFACTORY TO AGENT OF SUCH FINANCIAL CONDITION.
FOR THE PURPOSES OF THIS
CLAUSE (II)(B), EVIDENCE OF "FAIR MARKET VALUE" AND "COMMERCIALLY REASONABLE AND
CUSTOMARY" TERMS MAY BE PROVIDED BY THE OPINION OF TWO (2) OR MORE DISINTERESTED
REAL ESTATE PROFESSIONALS, EACH HAVING AT LEAST TEN (10) YEARS OF
85
EXPERIENCE IN VALUING OR LEASING COMMERCIAL REAL ESTATE IN MIDTOWN MANHATTAN
(EACH, A "REAL ESTATE PROFESSIONAL").
(III)
THE PROPOSED TENANT IS NOT AN AFFILIATE OF BORROWER OR ANY MEMBER
(EXCEPT AS PERMITTED IN CLAUSE (II)(A) OF THIS SECTION 7.14(B)).
(IV)
THE PROPOSED TENANT (AND ITS DIRECT AND INDIRECT OWNERS IF SUCH
PROPOSED TENANT IS NOT PUBLICLY HELD) IS NOT A PROHIBITED PERSON (AS DEFINED IN
THE GROUND LEASE).
(V)
THE PERMITTED LEASE SATISFYING THE CONDITIONS SET FORTH IN SECTION
7.14 (B)(II)(A) SHALL PROVIDE FOR NO DECREASE IN THE AMOUNT OF RENT PAYABLE
THEREUNDER OVER THE TERM OF SUCH PERMITTED LEASE EXCEPT FOR CUSTOMARY ABATEMENTS
AND OFFSETS OF RENT.
(VI)
EXCEPT IN RESPECT OF A PERMITTED LEASE SATISFYING THE CONDITIONS
SET FORTH IN SECTION 7.14(B)(II)(A), NONE OF (A) THE DEMISED PREMISES (INCLUDING
ANY EXPANSION SPACE) UNDER SUCH PERMITTED LEASE, NOR (B) THE EXCLUSIVE OR
PROHIBITED USE PROVISIONS OF SUCH PERMITTED LEASE, CONFLICT WITH (1) THE DEMISE
UNDER OR (2) THE EXCLUSIVE OR PROHIBITED PROVISIONS OF, ANY