THE DATE OF SUCH TAKING AND THE RENTAL AND OTHER CHARGES PAYABLE
HEREUNDER SHALL BE APPORTIONED AND PAID TO THE DATE OF SUCH TAKING.
VI.
TEMPORARY TAKING.
IF, AT ANY TIME DURING
THE LEASE TERM THERE SHALL BE A TEMPORARY TAKING, THIS LEASE SHALL CONTINUE IN
FULL FORCE AND EFFECT WITHOUT ABATEMENT OF RENT AND THE AWARD OR AWARDS MADE IN
CONNECTION WITH SUCH TEMPORARY TAKING SHALL BE THE SOLE PROPERTY OF TENANT,
UNLESS THE PERIOD OF OCCUPANCY BY THE CONDEMNING AUTHORITY EXTENDS BEYOND THE
LEASE TERM IN WHICH CASE THE AWARD SHALL BE EQUITABLY APPORTIONED BETWEEN
LANDLORD AND TENANT.
19
ASSIGNMENT, SUBLETTING, ETC.
I.
ASSIGNMENT AND SUBLETTING.
A.
LANDLORD AND TENANT HEREBY ACKNOWLEDGE AND AGREE THAT TENANT IS
LEASING THE DEMISED PREMISES FOR TEMPORARY PURPOSES ONLY AS A SHORT-TERM LEASE
BACK FOLLOWING LANDLORD'S ACQUISITION OF THE PROPERTY PURSUANT TO THE PURCHASE
AGREEMENT.
ACCORDINGLY, EXCEPT AS OTHERWISE PROVIDED BELOW IN SECTION 12.01(B),
TENANT HEREBY ACKNOWLEDGES AND AGREES THAT IT SHALL NOT HAVE ANY RIGHT TO
ASSIGN, MORTGAGE, PLEDGE, HYPOTHECATE, ENCUMBER OR PERMIT ANY LIEN TO ATTACH TO,
OR OTHERWISE TRANSFER, THIS LEASE OR ANY INTEREST HEREUNDER, PERMIT ANY
ASSIGNMENT OR OTHER SUCH FOREGOING TRANSFER OF THIS LEASE OR ANY INTEREST
HEREUNDER BY OPERATION OF LAW, SUBLET THE DEMISED PREMISES OR ANY PART THEREOF,
OR PERMIT THE USE OF THE DEMISED PREMISES BY ANY PERSONS OTHER THAN TENANT AND
ITS AFFILIATES.
B.
NOTWITHSTANDING SECTION 12.01(A) ABOVE TO THE CONTRARY, TENANT
SHALL HAVE THE RIGHT, WITHOUT THE LANDLORD'S PRIOR WRITTEN CONSENT, AT ANY TIME
DURING THE LEASE TERM, TO ASSIGN TENANT'S ENTIRE INTEREST UNDER THIS LEASE OR
SUBLEASE ALL OR A PORTION OF THE DEMISED PREMISES TO AN AFFILIATE (HEREINAFTER,
A "PERMITTED TRANSFER"), PROVIDED THAT (A) THE AFFILIATE IS A BONA FIDE ENTITY
ENGAGED IN A BUSINESS SUBSTANTIALLY SIMILAR TO TENANT, (B) THE AFFILIATE SHALL
ASSUME THE OBLIGATIONS OF TENANT UNDER THIS LEASE BY SIGNING A COMMERCIALLY
REASONABLE ASSUMPTION AGREEMENT (PROVIDED, HOWEVER, IN NO EVENT SHALL SUCH
ASSUMPTION RELIEVE TENANT FROM LIABILITY UNDER THIS LEASE), (C) SUCH ASSIGNMENT
OR SUBLEASE SHALL NOT BE A SUBTERFUGE BY TENANT TO AVOID ITS OBLIGATIONS UNDER
THIS LEASE, AND (D) TENANT SHALL GIVE LANDLORD NOT LESS THAN TEN (10) BUSINESS
DAYS PRIOR WRITTEN NOTICE OF ANY SUCH ASSIGNMENT OR SUBLEASE TO AN AFFILIATE.
II.
NO RELEASE OF TENANT.
NO PERMITTED TRANSFER SHALL RELEASE TENANT
OF TENANT'S OBLIGATION OR ALTER THE PRIMARY LIABILITY OF TENANT TO PAY THE
RENTAL AND TO PERFORM ALL OTHER OBLIGATIONS TO BE PERFORMED BY TENANT
HEREUNDER.
THE ACCEPTANCE OF RENTAL BY LANDLORD FROM ANY PERSON OTHER THAN
TENANT SHALL NOT BE DEEMED LANDLORD'S CONSENT TO ANY ASSIGNMENT TO OR SUBLETTING
BY SUCH OTHER PERSON.
IN THE EVENT OF DEFAULT BY THE AFFILIATE SUBJECT TO A
PERMITTED TRANSFER IN THE PERFORMANCE OF ANY OF THE TERMS HEREOF, LANDLORD MAY
PROCEED DIRECTLY AGAINST TENANT WITHOUT THE NECESSITY OF EXHAUSTING REMEDIES
AGAINST SAID AFFILIATE.
III.
DOCUMENTS REQUIRED FOR PERMITTED TRANSFER.
TENANT'S WRITTEN
REQUEST TO LANDLORD REGARDING A PERMITTED TRANSFER (THE "PERMITTED TRANSFER
NOTICE") SHALL