SUBLEASE, EXCEPT THAT LESSOR SHALL NOT (I) BE LIABLE FOR ANY PREVIOUS ACT
OR OMISSION OF LESSEE UNDER SUCH SUBLEASE, (II) BE SUBJECT TO ANY COUNTERCLAIM,
OFFSET OR DEFENSE, NOT EXPRESSLY PROVIDED IN SUCH SUBLEASE, WHICH THERETOFORE
ACCRUED TO SUCH SUBTENANT AGAINST LESSEE, (III) BE BOUND BY ANY PREVIOUS
PREPAYMENT OF MORE THAN ONE MONTH'S RENT OR ADDITIONAL RENT, OR (IV) BE
OBLIGATED TO PERFORM ANY WORK IN THE SUBLEASED
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SPACE, AND THE SUBTENANT SHALL EXECUTE AND CONFIRM SUCH ATTORNMENT. THE
PROVISIONS OF THIS ARTICLE 17 SHALL BE SELF-OPERATION AND NO FURTHER INSTRUMENT
SHALL BE REQUIRED TO GIVE EFFECT TO THIS PROVISION.
SECTION 17.09.
FOR THE PURPOSES OF THIS LEASE, THE TERM "PROFIT" MEANS
ANY RENTS, ADDITIONAL CHARGES OR OTHER CONSIDERATION PAID UNDER THE SUBLEASE TO
LESSEE BY THE SUBLESSEE WHICH IS IN EXCESS OF RENT AND ADDITIONAL RENT ACCRUING
DURING THE TERM OF THE SUBLEASE IN RESPECT OF THE SUBLEASED SPACE (AT THE RATE
PER SQUARE FOOT PAYABLE BY LESSEE HEREUNDER) PURSUANT TO THE TERMS HEREOF
(INCLUDING, BUT NOT LIMITED TO, SUMS PAID FOR THE SALE OR RENTAL OF LESSEE'S
FIXTURES, LEASEHOLD IMPROVEMENTS, EQUIPMENT, FURNITURE OR OTHER PERSONAL
PROPERTY, WHICH ARE IN EXCESS OF, IN THE CASE OF THE SALE OR LEASE OF EQUIPMENT,
FURNITURE AND FURNISHINGS, THE THEN FAIR MARKET VALUE THEREOF, WHICH SHALL BE
PRESUMED TO BE THE NET UNAMORTIZED OR UNDEPRECIATED COST THEREOF DETERMINED ON
THE BASIS OF LESSEE'S FEDERAL INCOME TAX RETURNS), LESS EXPENSES REASONABLY AND
ACTUALLY INCURRED BY LESSEE ON ACCOUNT OF BROKERAGE COMMISSIONS, OUT-OF-POCKET
LEGAL FEES AND DISBURSEMENTS PAID TO THIRD PARTIES, ARCHITECTURAL FEES,
ALTERATION EXPENSES, ADVERTISING COSTS AND FREE RENT OR OTHER CONCESSIONS IN
CONNECTION WITH SUCH SUBLEASE.
AS FURTHER CONSIDERATION FOR ANY SUBLETTING OR
ASSIGNMENT APPROVED BY LESSOR, FIFTY PERCENT (50%) OF ALL PROFIT SHALL BE PAID
TO LESSOR WHEN PAID BY THE SUBLESSEE OR ASSIGNEEE TO THE LESSEE.
LESSEE SHALL
FURNISH TO LESSOR, UPON REQUEST, A STATEMENT SETTING FORTH THE BASIS ON WHICH
PROFIT IS CALCULATED AND SHALL GRANT LESSOR THE RIGHT TO INSPECT BOOKS AND
RECORDS RELATING TO PROFIT.
SECTION 17.10.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS
ARTICLE 17:
(I)
TENANT SHALL HAVE THE RIGHT TO PERMIT PARTIES AND ENTITIES WHICH
ARE AFFILIATED WITH, OR RELATED TO LESSEE TO OCCUPY AND USE PORTIONS OF THE
DEMISED PREMISES FOR THE USES CONTEMPLATED BY THIS LEASE WITHOUT LESSOR'S
CONSENT.
A LIST OF CURRENT AFFILIATED PARTIES OR ENTITIES IS SET FORTH IN
SCHEDULE C HERETO ALTHOUGH ADDITIONAL PARTIES OR ENTITIES MAY BE ADDED WHICH ARE
BONA FIDE AFFILIATES OF LESSEE OR OTHERWISE RELATED THERETO; AND
(II)
A SALE OR TRANSFER OF ALL, OR SUBSTANTIALLY ALL, OF THE STOCK OF
THE LESSEE OR ALL, OR SUBSTANTIALLY ALL, OF THE ASSETS OF LESSEE IN CONNECTION
WITH, IN EITHER CASE, A TRANSFER, SALE OR MERGER OF THE BUSINESS ACTIVITIES OF
LESSEE SHALL NOT CONSTITUTE A TRANSFER SUBJECT TO THE PROVISIONS OF THIS
ARTICLE 17.
SECTION 17.11.
ANY ASSIGNMENT OR TRANSFER PERMITTED HEREUNDER SHALL BE
MADE ONLY IF, AND SHALL NOT