TO BE A PROHIBITED PERSON; PROVIDED, HOWEVER,
WITH RESPECT TO ANY PROPOSED ASSIGNEE OF THIS LEASE OR ANY SUBLEASE OR ANY
PROPOSED SUBTENANT OF THE PROPERTY OR ANY PORTION THEREOF, THE FOLLOWING SHALL
APPLY INSTEAD:
IF LANDLORD FAILS TO SO NOTIFY TENANT WITHIN SUCH
FIFTEEN-BUSINESS-DAY PERIOD, TENANT SHALL HAVE THE RIGHT TO GIVE LANDLORD A
REMINDER NOTICE, WHICH REMINDER NOTICE SHALL CONTAIN THE FOLLOWING CAPTION IN
BOLD AND CAPITALIZED TYPE:
YOU SHALL BE DEEMED TO HAVE DETERMINED THAT
IS NOT A
PROHIBITED PERSON IF YOU FAIL TO NOTIFY TENANT OF WHETHER SUCH PERSON IS A
PROHIBITED PERSON WITHIN TEN (10) BUSINESS DAYS FROM THE DATE OF YOUR RECEIPT OF
THIS NOTICE.
If Landlord fails to notify Tenant of whether such Person is a Prohibited Person
within ten (10) Business Days after its receipt of such reminder notice, then
such Person shall be deemed not to be a Prohibited Person.
SECTION 13.9
CONSTITUTIVE DOCUMENTS.
UPON REQUEST BY
LANDLORD, TENANT SHALL DELIVER TO LANDLORD ANY CONSTITUTIVE DOCUMENTS AND ANY
REPLACEMENT, AMENDMENT, MODIFICATION OR TERMINATION (ANY SUCH ACT, A
"MODIFICATION") OF ANY CONSTITUTIVE DOCUMENTS TO THE EXTENT REFLECTING ANY
TRANSFER, TOGETHER WITH SUCH OTHER INFORMATION AND EVIDENCE AS SHALL BE
REASONABLY NECESSARY AND REASONABLY SATISFACTORY TO LANDLORD TO CONFIRM THE
COMPOSITION AND IDENTITY OF TENANT (OR ANY MEMBER OF TENANT) AND COMPLIANCE WITH
THE REQUIREMENTS OF THIS ARTICLE XIII.
TENANT SHALL ALSO DELIVER A
CERTIFICATION BY A QUALIFIED CERTIFYING PARTY OF TENANT STATING THAT NOTHING
TENANT HAS NOT SHOWN TO LANDLORD WILL RENDER THE INFORMATION THAT TENANT HAS
SHOWN TO LANDLORD INACCURATE OR MISLEADING.
SECTION 13.10
PERMITTED DISPOSITION.
(A)
INDICTED PARTY.
IF ANY GRAND JURY IMPANELED BY ANY FEDERAL OR
STATE COURT FILES AN INDICTMENT WITH SUCH COURT CHARGING TENANT OR ANY PRINCIPAL
OF TENANT (SUCH INDICTED PERSON, THE "INDICTED PARTY") WITH HAVING COMMITTED AN
INTENTIONAL FELONY IN CONNECTION WITH THE DEMISED PREMISES, THEN LANDLORD SHALL
CONVENE A HEARING (THE "HEARING") BEFORE A PANEL OF THREE PERSONS CONSISTING OF
(I) THE CITY'S DEPUTY MAYOR FOR FINANCE AND ECONOMIC DEVELOPMENT, OR A SUCCESSOR
IN FUNCTION DESIGNATED BY THE MAYOR OF THE CITY, (II) THE PRESIDENT OF NYCEDC,
OR A SUCCESSOR IN FUNCTION DESIGNATED BY THE MAYOR OF THE CITY, AND (III) THE
CORPORATION COUNSEL OF THE CITY, OR THEIR RESPECTIVE DULY AUTHORIZED DESIGNEES
WHO SHALL BE DISINTERESTED SENIOR OFFICIALS OF THEIR RESPECTIVE DEPARTMENT OR
NYCEDC, AS THE CASE MAY BE (THE "HEARING OFFICERS").
(B)
HEARING.
THE HEARING SHALL BE HELD UPON NOT LESS THAN FIFTEEN (15)
BUSINESS DAYS PRIOR WRITTEN NOTICE TO THE INDICTED PARTY AND TENANT FOR THE
PURPOSE OF DETERMINING WHETHER IT IS IN THE BEST INTEREST OF THE CITY TO REQUIRE
THE INDICTED PARTY TO MAKE A PERMITTED DISPOSITION OF ITS INTEREST IN THIS LEASE
OR IN TENANT, AS THE CASE MAY BE, AND, IF THE INDICTED PARTY
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IS A PRINCIPAL OF TENANT, RESIGN FROM ANY DIRECTORSHIP OR OFFICE HELD BY THE
INDICTED PARTY IN TENANT.
AT THE HEARING, TENANT AND THE INDICTED PARTY SHALL
EACH HAVE THE OPPORTUNITY