IS
INCIDENT TO, A BANK DIVESTITURE TRANSACTION. THE TERM "BANK DIVESTITURE
TRANSACTION" SHALL MEAN A TRANSACTION WHEREBY TENANT SELLS, CONVEYS OR OTHERWISE
DIVESTS ITSELF OF CERTAIN LOANS AND/OR DEPOSITS DERIVED FROM ANY RETAIL BANKING
OPERATIONS LOCATED WITHIN THE LEASED PREMISES THE TERMS OF WHICH
94
INCLUDE THE TRANSFER OF ALL OR ANY PORTION OF THE LEASED PREMISES FROM WHICH THE
RESPECTIVE LOANS AND/OR DEPOSITS ORIGINATE.
(C)
AN ASSIGNMENT OR SUBLEASE TO ANY PERSON THAT ACQUIRES ANY SEPARATE
DIVISION OF, OR OPERATIONAL GROUP WITHIN, TENANT (EACH, A "TENANT BUSINESS
GROUP"), BUT ONLY IF, IMMEDIATELY PRIOR TO SUCH ACQUISITION, (I) IN THE CASE OF
AN ASSIGNMENT, SUCH TENANT BUSINESS GROUP OCCUPIED A PART OF THE LEASED
PREMISES, OR (II) IN THE CASE OF A SUBLEASE, SUCH TENANT BUSINESS GROUP OCCUPIED
A PART OF THE PORTION(S) OF THE LEASED PREMISES DEMISED BY SUCH SUBLEASE.
(D)
AN ASSIGNMENT OR SUBLEASE TO ANY AFFILIATE OF TENANT.
(E)
A SUBLEASE TO ANY PERSON IF THE TERM OF SUCH SUBLEASE (ASSUMING
ALL OPTIONS TO EXTEND OR RENEW THE TERM THEREOF ARE EXERCISED) IS EQUAL TO, OR
LESS THAN, FIVE (5) YEARS.
8.5.2
WITHIN TEN (10) DAYS AFTER ENTERING INTO ANY SECTION 8.5
TRANSACTION, TENANT SHALL NOTIFY LANDLORD THEREOF, AND FURNISH LANDLORD WITH A
DUPLICATE ORIGINAL OF EITHER (I) THE INSTRUMENT EFFECTING THE ASSIGNMENT, WHICH
SHALL BE DULY EXECUTED BY ASSIGNOR AND ASSIGNEE, OR (II) THE SUBLEASE, WHICH
SHALL BE DULY EXECUTED BY TENANT AND THE SUBTENANT.
8.5.3
NOTWITHSTANDING ANYTHING CONTAINED IN THIS ARTICLE VIII, TENANT
SHALL HAVE THE ABSOLUTE RIGHT, FROM TIME TO TIME, AND AT ANY TIME, DURING THE
TERM, TO PERMIT ITS AFFILIATES TO UTILIZE ANY PORTION(S) OF THE LEASED PREMISES
WITHOUT THE NECESSITY OF A SUBLEASE (IN WHICH EVENT, THE PROVISIONS OF THIS
ARTICLE VIII, INCLUDING THE PROVISIONS OF SECTION 8.5.2 ABOVE, SHALL NOT APPLY).
8.6
Miscellaneous
8.6.1
NO TERMINATION OF THIS LEASE PURSUANT TO EITHER SECTION 8.2.3(A) OR
SECTION 8.3.3(A) SHALL RELEASE LANDLORD OR TENANT FROM ANY OBLIGATIONS ACCRUING
UNDER THE LEASE PRIOR TO THE DATE OF SUCH TERMINATION UNLESS (AND TO THE EXTENT)
AGREED BY THE PARTIES HERETO IN WRITING.
8.6.2
EXCEPT AS PROVIDED IN SECTION 8.8 HEREOF, NO ASSIGNMENT OR SUBLEASE
(WHETHER A SECTION 8.5 TRANSACTION OR EFFECTED PURSUANT TO SECTION 8.2 OR 8.3
HEREOF) SHALL HAVE THE EFFECT OF RELEASING TENANT FROM ANY OF ITS OBLIGATIONS
UNDER THIS LEASE (INCLUDING ITS OBLIGATION TO PAY RENT).
8.6.3
ALL SUBLEASES SHALL BE SUBJECT AND SUBORDINATE TO THIS LEASE AND
THE TERMS AND CONDITIONS HEREOF; AND EACH SUBLEASE SHALL EXPRESSLY SO PROVIDE.
NO SUBLEASE SHALL BE FOR A TERM ENDING LATER THAN ONE (1) DAY PRIOR TO THE THEN
EXPIRATION DATE OF THIS LEASE.
8.6.4
IF AN EVENT OF DEFAULT SHALL OCCUR, THEN LANDLORD, THEREAFTER, AT
ITS OPTION, AND WITHOUT WAIVING THE SAME, MAY COLLECT FROM ANY THEN EXISTING
SUBTENANT, THE RENT AND ADDITIONAL RENT DUE UNDER ITS SUBLEASE (IN WHICH EVENT,
LANDLORD SHALL APPLY THE SAME AGAINST THE RENT).
8.6.5
TENANT SHALL NOT HAVE THE RIGHT TO ENTER INTO AN ASSIGNMENT