World Trade Center records folder, 2001

NYC 9/11 Public Portal Document

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(ii) Reasonable out-of-pocket legal fees and expenses

(including the fees and expenses of Landlord's counsel) and commissions actually paid

by Tenant to a licensed real estate broker to procure the assignment or sublease,

provided that any such commission payable to an Affiliate of Tenant shall not exceed

that which would have been payable to a third-party in an arm's-length transaction;

and

(iii) Reasonable work letter construction costs and/or

moving costs, to the extent actually paid or given by Tenant, provided in all instances

such costs do not exceed those prevailing for comparable transactions.

32.8 Every permitted assignment of this Lease or subletting hereunder shall

be expressly subject to the condition and restriction that the assignee or subtenant

shall not further assign, encumber or otherwise transfer or further sublet in whole or

in part, any part of the Demised Premises used or occupied by others, without first

complying with the provisions of this Article 32. Every subletting hereunder shall be

subject to the express condition, and by accepting a sublease hereunder each subtenant

shall be conclusively deemed to have agreed, that if this Lease should be terminated

prior to the expiration date herein set forth or if Landlord shall succeed to Tenant's

estate in the Demised Premises, then at Landlord's election the subtenant shall attom

to and recognize Landlord as the subtenant's landlord under the Sublease, any

provision of law to the contrary notwithstanding; and the subtenant shall promptly

execute and deliver to Landlord any instrument Landlord may reasonably request to

evidence such attornment, and each subtenant shall conclusively be deemed to have

NYC-WTC 000136529