PREMISES; A DETAILED DESCRIPTION OF ALL TERMS AND
CONDITIONS OF THE PROPOSED ASSIGNMENT OR SUBLETTING; AND SUCH OTHER INFORMATION
CONCERNING THE PROPOSED ASSIGNMENT OR SUBLETTING AS LANDLORD MAY REASONABLY
REQUEST.
LANDLORD SHALL THEN HAVE THIRTY (30) DAYS AFTER THE LATER OF (A)
RECEIPT OF TENANT'S REQUEST FOR CONSENT OR (B) RECEIPT OF ALL INFORMATION
CONCERNING THE PROPOSED ASSIGNEE OR SUBTENANT, WITHIN WHICH TO ELECT TO
RECAPTURE THE PREMISES AND TERMINATE THE LEASE AND TO RELEASE TENANT FROM ITS
OBLIGATIONS HEREUNDER.
IF LANDLORD SHALL ELECT TO TERMINATE THE LEASE, LANDLORD
SHALL ADVISE TENANT OF ITS ELECTION IN WRITING, BY CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, PRIOR TO THE EXPIRATION OF THE AFORESAID THIRTY (30) DAY
PERIOD.
IF LANDLORD SHALL ELECT TO TERMINATE THE LEASE, THE LEASE SHALL
TERMINATE ON THE LAST DAY OF THE FORTY-FIFTH DAY SUCCEEDING SUCH NOTICE OF
TERMINATION.
IN SUCH EVENT, RENT AND ALL OTHER CHARGES DUE SHALL BE PAID BY
TENANT TO LANDLORD EFFECTIVE UP TO AND INCLUDING THE DATE OF TERMINATION.
TENANT AGREES THAT IT WILL SURRENDER POSSESSION AND DELIVER THE PREMISES TO THE
LANDLORD ON THE DATE OF TERMINATION HEREINABOVE PROVIDED.
(B)
IN THE EVENT LANDLORD DOES NOT ELECT TO RECAPTURE THE PREMISES AND
TERMINATE THE LEASE AS HEREINABOVE PROVIDED, THEN IN THAT EVENT THE TENANT MAY
ASSIGN THIS LEASE, SUBLEASE ALL OR ANY PORTION OR PART OF THE LEASED PREMISES,
PROVIDED (A) THE TENANT GIVES THE LANDLORD NOTICE OF ANY
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SUCH ASSIGNMENT AND ANY ASSIGNEES (BUT NOT SUBLESSEES) UNDERTAKE IN WRITING TO
ASSUME THE TERMS AND CONDITIONS OF THIS LEASE; (B) THAT WITH RESPECT TO ANY SAID
ASSIGNMENT LANDLORD SHALL RECEIVE THE FULL AMOUNT OF THE CONSIDERATION, IF ANY,
TO BE PAID TO TENANT BY THE ASSIGNEE IN CONNECTION WITH THE ASSIGNMENT INCLUDING
ANY AMOUNT IN EXCESS OF FAIR MARKET VALUE PAID FOR FURNITURE, FURNISHINGS,
FIXTURES AND EQUIPMENT; AND WITH RESPECT TO ANY SUBLETTING, LANDLORD SHALL
RECEIVE THE FULL AMOUNT OF ANY RENT TO BE PAID TO TENANT BY ITS SUBTENANT IN
EXCESS OF THE RENT DUE FROM TENANT TO LANDLORD; (C) THE PROPOSED ASSIGNEE OR
SUBLESSEE SHALL RECEIVE THE APPROVAL OF THE MUNICIPALITY OR OTHER GOVERNMENTAL
AUTHORITY TO USE AND OCCUPY THE PREMISES; AND (D) IN ANY EVENT, THE TENANT SHALL
REMAIN DIRECTLY AND PRIMARILY LIABLE FOR THE PERFORMANCE OF THE TERMS AND
CONDITIONS OF THIS LEASE.
LANDLORD RESERVES THE RIGHT, AT ALL TIMES, TO REQUIRE
AND DEMAND THAT THE PRIMARY TENANT HEREUNDER PAY AND PERFORM THE TERMS AND
CONDITIONS OF THIS LEASE.
NOTWITHSTANDING THE FOREGOING, NO SUCH ASSIGNMENT OR
SUBLETTING SHALL BE MADE TO ANY TENANT WHO SHALL OCCUPY THE PREMISES FOR ANY USE
WHICH WOULD CREATE A GREATER LIKELIHOOD OF DAMAGE, WEAR OR TEAR TO THE BUILDING
OR LEASED PREMISES THAN THAT OF TENANT'S USE; WHICH WOULD ADVERSELY AFFECT THE
CHARACTER OF THE BUILDING; WHICH WOULD IN ANY WAY VIOLATE THE APPLICABLE
ORDINANCES, RULES AND REGULATIONS OF APPLICABLE GOVERNMENTAL BOARDS AND BUREAUS
HAVING JURISDICTION THEREOF, OR OF THE CARRIER OF THE FIRE INSURANCE OR OTHER
INSURANCE TO BE PROVIDED UNDER