PURSUANT TO SECTION 13.1(B) HEREOF) OR PERMITTED
DEVELOPER;
(IV)
TRANSFER INTERESTS IN TENANT FOR THE PURPOSE OF OBTAINING FINANCING
FOR THE DEMISED PREMISES OR THE COMMON ELEMENTS;
(V)
SUBLET PORTIONS OF THE DEMISED PREMISES OR THE COMMON ELEMENTS IN
ACCORDANCE WITH SECTION 13.2 HEREOF;
(VI)
[INTENTIONALLY OMITTED];
(VII)
[INTENTIONALLY OMITTED];
(VIII)
[INTENTIONALLY OMITTED]; AND
(IX)
MAKE A TRANSFER IN ACCORDANCE WITH SECTION 13.11 HEREOF.
(B)
EQUITY INTEREST TRANSFERS.
FOR PURPOSES OF THIS SECTION 13.1:
(I) THE ISSUANCE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF ANY DIRECT OR
INDIRECT EQUITY INTEREST IN TENANT (WHETHER STOCK, PARTNERSHIP INTERESTS,
INTERESTS IN A LIMITED LIABILITY COMPANY OR OTHERWISE) TO ANY PERSON OR GROUP OF
RELATED PERSONS, WHETHER IN A SINGLE TRANSACTION OR A SERIES OF RELATED OR
UNRELATED TRANSACTIONS, IN SUCH QUANTITIES THAT AFTER SUCH ISSUANCE, ASSIGNMENT,
TRANSFER OR OTHER DISPOSITION CONTROL OF TENANT, DIRECTLY OR INDIRECTLY, SHALL
HAVE CHANGED, SHALL BE DEEMED A
104
TRANSFER; (II) THE ENTERING INTO BY TENANT OF A TAKE-OVER AGREEMENT SHALL BE
DEEMED A TRANSFER; AND (III) ANY PERSON OR LEGAL REPRESENTATIVE OF TENANT TO
WHOM TENANT'S INTEREST UNDER THIS LEASE OR THE APPLICABLE SUBLEASE PASSES BY
OPERATION OF LAW, OR OTHERWISE, SHALL BE BOUND BY THE PROVISIONS OF THIS
ARTICLE XIII.
NOTWITHSTANDING THE FOREGOING, A TRANSFER OF SHARES OF ANY ENTITY
WHICH HOLDS AN INTEREST IN TENANT BY PERSONS OTHER THAN THOSE DEEMED "INSIDERS"
WITHIN THE MEANING OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, WHICH
TRANSFER OF SHARES IS EFFECTED THROUGH THE "OVER-THE-COUNTER MARKET" OR THROUGH
ANY RECOGNIZED STOCK EXCHANGE, SHALL NOT BE DEEMED A TRANSFER.
(C)
DOCUMENTATION.
TENANT SHALL, AT THE WRITTEN REQUEST OF LANDLORD,
PROMPTLY SUBMIT TO LANDLORD SUCH FURTHER DOCUMENTATION AS LANDLORD MAY
REASONABLY REQUEST WITH RESPECT TO ANY TRANSFER HEREUNDER WHICH DOES NOT REQUIRE
LANDLORD'S PRIOR WRITTEN CONSENT AND TO EVIDENCE TENANT'S COMPLIANCE WITH THE
PROVISIONS OF THIS SECTION 13.1.
(D)
EQUITABLE RELIEF.
TENANT HEREBY ACKNOWLEDGES THAT LANDLORD MAY
SUFFER IRREPARABLE HARM BY REASON OF A BREACH OR THREATENED BREACH OF THE
PROVISIONS OF THIS ARTICLE XIII, AND, ACCORDINGLY, IN ADDITION TO ANY OTHER
REMEDY THAT LANDLORD MAY HAVE UNDER THIS LEASE OR AS MAY BE PERMITTED BY
APPLICABLE LAW, TENANT AGREES WITH LANDLORD THAT THE SEEKING OF INJUNCTIVE
RELIEF IS AN APPROPRIATE REMEDY FOR SUCH BREACH OR THREATENED BREACH BY TENANT.
(E)
TRANSFERS VOID.
ANY TRANSFER BY TENANT OR OTHER PARTY IN
CONTRAVENTION OF THIS ARTICLE XIII SHALL BE VOID AND OF NO EFFECT.
(F)
NOTICE TO LANDLORD.
IN RESPECT OF ANY PROPOSED TRANSFER THAT IS
SUBJECT TO LANDLORD'S APPROVAL, TENANT SHALL GIVE WRITTEN NOTICE THEREOF TO
LANDLORD, WHICH NOTICE SHALL SET FORTH THE NAME OF THE PROPOSED TRANSFEREE AND
SUCH OTHER INFORMATION AS IS REASONABLY REQUESTED BY LANDLORD SO AS TO DETERMINE
THAT THE PROPOSED TRANSFER IS PERMITTED HEREUNDER.
(G)
OTHER CONDITIONS.
NOTWITHSTANDING ANY PROVISION OF THIS
ARTICLE XIII TO THE CONTRARY, TENANT SHALL NOT MAKE ANY TRANSFER UNLESS:
(I) AT
THE TIME OF SUCH PROPOSED TRANSFER, A DEFAULT (NOTICED TO TENANT AS REQUIRED
HEREUNDER AND UNCURED) WITH RESPECT