SHALL BE FOR A TERM (INCLUDING ANY RENEWAL OR
EXTENSION OPTIONS CONTAINED IN THE SUBLEASE) ENDING LATER THAN ONE (1) DAY PRIOR
TO THE EXPIRATION DATE OF THIS LEASE.
(B)
NO SUBLEASE SHALL BE VALID, AND NO SUBTENANT SHALL TAKE POSSESSION
OF THE PREMISES OR ANY PART THEREOF, UNTIL AN EXECUTED COUNTERPART OF SUCH
SUBLEASE (AND ALL ANCILLARY DOCUMENTS EXECUTED IN CONNECTION WITH, WITH RESPECT
TO OR MODIFYING SUCH SUBLEASE) HAS BEEN DELIVERED TO LANDLORD.
(C)
EACH SUBLEASE SHALL PROVIDE THAT IT IS SUBJECT AND SUBORDINATE TO
THIS LEASE AND TO ANY MATTERS TO WHICH THIS LEASE IS OR SHALL BE SUBORDINATE,
AND THAT IN THE EVENT OF TERMINATION, REENTRY OR DISPOSSESSION BY LANDLORD UNDER
THIS LEASE LANDLORD MAY, AT ITS OPTION, TAKE OVER ALL OF THE RIGHT, TITLE AND
INTEREST OF TENANT, AS SUBLESSOR, UNDER SUCH SUBLEASE, AND SUCH SUBTENANT SHALL,
AT LANDLORD'S OPTION, ATTORN TO LANDLORD PURSUANT TO THE THEN EXECUTORY
PROVISIONS OF SUCH SUBLEASE, EXCEPT THAT LANDLORD SHALL NOT BE (I) LIABLE FOR
ANY PREVIOUS ACT OR OMISSION OF TENANT UNDER SUCH SUBLEASE, (II) SUBJECT TO ANY
CREDIT, OFFSET, CLAIM, COUNTERCLAIM, DEMAND OR DEFENSE WHICH SUCH SUBTENANT MAY
HAVE AGAINST TENANT, (III) BOUND BY ANY PREVIOUS MODIFICATION OF SUCH SUBLEASE
NOT PREVIOUSLY APPROVED BY LANDLORD OR BY ANY PREVIOUS PREPAYMENT OF MORE THAN
ONE (1) MONTH'S RENT, (IV) REQUIRED TO ACCOUNT FOR ANY SECURITY DEPOSIT OF THE
SUBTENANT OTHER THAN ANY SECURITY DEPOSIT ACTUALLY DELIVERED TO LANDLORD BY
TENANT, (V) BOUND BY ANY OBLIGATION TO MAKE ANY PAYMENT TO SUCH SUBTENANT OR
GRANT ANY CREDITS, EXCEPT FOR SERVICES, REPAIRS, MAINTENANCE AND RESTORATION
PROVIDED FOR UNDER THE SUBLEASE TO BE PERFORMED AFTER THE DATE OF SUCH
ATTORNMENT, AND EXCEPT FOR ANY INITIAL WORK ALLOWANCE PROVIDED FOR UNDER THE
SUBLEASE, (VI) RESPONSIBLE FOR ANY MONIES OWING BY LANDLORD TO THE CREDIT OF
TENANT OR (VII) REQUIRED TO REMOVE ANY PERSON OCCUPYING THE PREMISES OR ANY PART
THEREOF.
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(D)
EACH SUBLEASE SHALL PROVIDE THAT THE SUBTENANT MAY NOT ASSIGN ITS
RIGHTS THEREUNDER OR FURTHER SUBLET THE SPACE DEMISED UNDER THE SUBLEASE, IN
WHOLE OR IN PART, EXCEPT IN COMPLIANCE WITH ALL OF THE TERMS AND PROVISIONS OF
THIS ARTICLE 7.
7.14
(A)
IF LANDLORD SHALL GIVE ITS CONSENT TO ANY ASSIGNMENT
OF THIS LEASE OR TO ANY SUBLEASE, TENANT SHALL IN CONSIDERATION THEREFOR PAY TO
LANDLORD, AS ADDITIONAL CHARGES, AN AMOUNT EQUAL TO FIFTY (50%) OF ANY
ASSIGNMENT PROFIT (HEREINAFTER DEFINED) OR AN AMOUNT EQUAL TO FIFTY (50%) OF ANY
SUBLEASE PROFIT (HEREINAFTER DEFINED), AS THE CASE MAY BE.
(B)
FOR PURPOSES OF THIS SECTION 7.14, THE TERM "ASSIGNMENT PROFIT"
SHALL MEAN AN AMOUNT EQUAL TO ALL SUMS AND OTHER CONSIDERATIONS PAID TO TENANT
BY THE ASSIGNEE FOR OR BY REASON OF SUCH ASSIGNMENT (INCLUDING, BUT NOT LIMITED
TO, SUMS PAID FOR THE SALE OR RENTAL OF TENANT'S FIXTURES, LEASEHOLD
IMPROVEMENTS, EQUIPMENT, FURNITURE, FURNISHINGS OR OTHER PERSONAL PROPERTY,
LESS, IN THE CASE OF A SALE THEREOF, THE THEN NET UNAMORTIZED OR UNDEPRECIATED
PORTION (DETERMINED ON THE BASIS OF