SUCH PREMISES SUBLET);
(D)
THE TENANT UNDER THE SUBLEASE AT THE TIME OF THE SUBLEASE (I) HAS AN
INVESTMENT RATING OF "BBB" OR BETTER FROM STANDARD AND POOR'S (OR AN EQUIVALENT
RATING OR SHADOW RATING FROM ANOTHER NATIONALLY RECOGNIZED STATISTICAL RATING
SERVICE) OR (II) AT THE TIME OF THE PROPOSED SUBLEASE, IS A REPUTABLE,
CREDITWORTHY TENANT AND MEETS OR EXCEEDS AN EBITDAR RATIO (CALCULATED ON A
TRAILING TWELVE (12) MONTH BASIS AT THE TIME OF SUCH TEST) OF 1.25 TO 1; OR
(III) AT THE TIME OF THE PROPOSED SUBLEASE, HAS A TANGIBLE NET WORTH OF AT LEAST
TWENTY FIVE MILLION DOLLARS ($25,000,000), (PROVIDED, HOWEVER, THAT TENANT MAY
SATISFY ANY ONE OF THE FOREGOING CONDITIONS OF TENANT UNDER THE SUBLEASE SET
FORTH IN (D)(I), (II) OR (III) ABOVE BY PROVIDING, OR CAUSING TO BE PROVIDED, A
GUARANTY (IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO AND APPROVED BY
LANDLORD IN WRITING, SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD OR DELAYED)
FROM AN ENTITY THAT MEETS ANY OF THE FOREGOING REQUIREMENTS), (E) THE SUBLEASE
CONTAINS NO OTHER MATERIAL PROVISIONS THAT (I) BENEFIT THE SUBTENANT AND ARE
UNUSUAL FOR A "MARKET" SUBLEASE OF THE TYPE IN QUESTION AND (II) ARE MATERIALLY
ADVERSE TO A LANDLORD, AND (F) TENANT PROVIDES LANDLORD WITH AN OFFICER'S
CERTIFICATE OF TENANT CERTIFYING COMPLIANCE WITH THE CRITERIA IN SUBSECTIONS (A)
THROUGH (E), AND ATTACHING A SCHEDULE OF RENT CALCULATIONS AND OTHER DETAILS
SUPPORTING THE CERTIFICATIONS, IN THE FORM ATTACHED HERETO AS SCHEDULE 12.03,
THEN LANDLORD SHALL EXECUTE AND DELIVER TO SUCH SUBTENANT A WRITTEN AGREEMENT
SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT D (AN "NDA"), TO THE EFFECT
THAT, NOTWITHSTANDING THE TERMINATION OF THIS LEASE OR TENANT'S POSSESSORY AND
OTHER RIGHTS AND
21
OBLIGATIONS UNDER THIS LEASE BY LANDLORD, SO LONG AS SUCH SUBTENANT SHALL
CONTINUE TO OBSERVE AND PERFORM ALL OF ITS OBLIGATIONS UNDER A SUBLEASE, SUCH
SUBTENANT AND THE RIGHTS OF SUBTENANT UNDER ANY SUBLEASE SHALL NOT BE DISTURBED
BY LANDLORD BUT SHALL CONTINUE IN FULL FORCE AND EFFECT, LANDLORD SHALL ASSUME
THE OBLIGATIONS OF THE LANDLORD UNDER THE SUBLEASE AND THE PROVISIONS OF
SECTION 16.01(J) OR ANY OTHER DEFAULT UNDER THIS LEASE SHALL NOT APPLY TO ANY
SUCH SUBLEASE. FOR AVOIDANCE OF DOUBT, THE PAYMENT BY TENANT TO A SUBTENANT OF A
TENANT ALLOWANCE AT THE EXECUTION OF THE SUBLEASE SHALL NOT BE CONSIDERED
UNUSUAL. IN THE EVENT OF A TERMINATION OF THIS LEASE, ANY SUBLEASE FOR WHICH A
NDA HAS BEEN EXECUTED AND DELIVERED BY LANDLORD SHALL CONTINUE IN FULL FORCE AND
EFFECT AS A DIRECT LEASE BETWEEN LANDLORD AND SUBTENANT. LANDLORD AGREES TO
EXECUTE, AND TO USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE ITS MORTGAGEE TO
EXECUTE, SUCH DOCUMENTATION AS MAY BE REASONABLY REQUIRED TO EFFECTUATE THE
NON-DISTURBANCE CONTEMPLATED HEREIN, INCLUDING, WITHOUT LIMITATION, ESTOPPEL
LETTERS, RECOGNITION AGREEMENTS AND A NON-DISTURBANCE AGREEMENT, SUBSTANTIALLY
IN THE FORM ATTACHED HERETO AS EXHIBIT D.
12.04
ASSIGNMENT BY LANDLORD. AS A MATERIAL INDUCEMENT TO LANDLORD'S
WILLINGNESS TO COMPLETE THE TRANSACTIONS CONTEMPLATED BY THIS LEASE (THE
"TRANSACTION"), TENANT HEREBY