AND NO SUCH SUBLESSEE SHALL ASSIGN OR ENCUMBER ITS
SUBLEASE OR FURTHER SUBLEASE ALL OR ANY PART OF THE PREMISES; AND PROVIDED,
FURTHER, THAT ANY EVENT RESULTING IN SUCH ASSIGNEE OR SUBLESSEE CEASING TO BE AN
ENTITY CONTROLLING, CONTROLLED BY OR UNDER COMMON CONTROL WITH TENANT SHALL BE
DEEMED TO BE AN ASSIGNMENT OR SUBLEASE REQUIRING THE PRIOR CONSENT OF LANDLORD
PURSUANT TO THE PROVISIONS OF THIS ARTICLE AND TENANT SHALL THEREUPON COMPLY
WITH ALL PROVISIONS OF THIS ARTICLE APPLICABLE THERETO.
FOR PURPOSES HEREOF,
"CONTROL" MEANS OWNERSHIP OF AT LEAST FIFTY-ONE PERCENT (51%) OF THE ISSUED AND
OUTSTANDING VOTING STOCK OF SUCH CORPORATION.
(B)
TENANT SHALL ALSO HAVE THE RIGHT, WITHOUT THE CONSENT OF LANDLORD
AND FREE OF LANDLORD'S RECAPTURE RIGHT, BUT AFTER LANDLORD'S RECEIPT OF TENANT'S
REQUEST NOTICE (PROVIDED SUCH REQUEST NOTICE IS NOT PROHIBITED BY LAW,
GOVERNMENTAL AUTHORITY OR PREVIOUSLY EXECUTED CONFIDENTIALITY AGREEMENT), TO
ASSIGN THIS LEASE TO (I) ANY ENTITY SUCCEEDING TO TENANT BY MERGER OR
CONSOLIDATION IN ACCORDANCE WITH APPLICABLE STATUTORY PROVISIONS FOR MERGER OR
CONSOLIDATION OR BY PURCHASE OF ALL OR SUBSTANTIALLY ALL OF TENANT'S ASSETS;
PROVIDED THAT SUBSEQUENT TO SUCH MERGER, CONSOLIDATION OR PURCHASE, THE NET
WORTH OF THE SUCCESSOR CORPORATION OR THE PURCHASING CORPORATION, AS THE CASE
MAY BE, SHALL BE AT LEAST EQUAL TO THE NET WORTH OF TENANT IMMEDIATELY PRIOR TO
SUCH MERGER, CONSOLIDATION OR PURCHASE (OR IF LESS, THE NET WORTH OF TENANT ON
THE DATE OF THIS LEASE) AND THIS FACT SHALL BE SO CERTIFIED BY THE CHIEF
FINANCIAL OFFICER OF THE ASSIGNOR AND THE ASSIGNEE, OR (II) TO ANY WHOLLY-OWNED
OR WHOLLY-CONTROLLED AFFILIATE OF TENANT, SUBJECT TO THE TERMS AND CONDITIONS OF
SECTION 7.5 HEREIN.
(C)
IT IS LANDLORD'S INTENT TO PERMIT ASSIGNMENT AND SUBLEASING
PURSUANT TO THIS SECTION EXCLUSIVELY AS AN ACCOMMODATION TO THE BONA FIDE AND
LEGITIMATE BUSINESS ORGANIZATIONAL NEEDS OF TENANT, AND NOTWITHSTANDING THE
PROVISIONS HEREOF, NO ASSIGNMENT OF THIS LEASE OR SUBLEASING OF ALL OR ANY PART
OF THE PREMISES WITHOUT LANDLORD'S CONSENT HEREUNDER SHALL BE PERMITTED WHERE
THE SOLE OR PRIMARY PURPOSE OF SUCH ASSIGNMENT OR SUBLEASING IS TO PERMIT
OCCUPANCY OF ALL OR ANY PART OF THE PREMISES BY A THIRD PARTY IN AVOIDANCE OF
LANDLORD'S CONSENT, OR IN THE CASE OF AN ENTITY PURCHASING ALL OR SUBSTANTIALLY
ALL OF TENANT'S ASSETS, WHERE THIS LEASE CONSTITUTES ALL OR A SUBSTANTIAL
PORTION OF SUCH ASSETS.
(D)
TENANT SHALL PROMPTLY GIVE LANDLORD PRIOR WRITTEN NOTICE OF ANY
ASSIGNMENT OF THIS LEASE OR SUBLEASING AS REQUIRED UNDER THIS SECTION
ACCOMPANIED BY ALL DOCUMENTATION REQUIRED BY LANDLORD TO ESTABLISH COMPLIANCE
WITH THE REQUIREMENTS OF SUBSECTIONS (A) AND (B) ABOVE, AND TENANT SHALL ALSO
PROMPTLY PROVIDE LANDLORD WITH A COPY OF
F-17
ANY EXECUTED INSTRUMENT OF MERGER, CONSOLIDATION OR ASSIGNMENT OR THE EXECUTED
SUBLEASE, AS THE CASE MAY BE.
ARTICLE VIII
MAINTENANCE AND REPAIRS; COMPLIANCE WITH LAWS
8.1
EXCEPT AS OTHERWISE PROVIDED IN THIS LEASE, LANDLORD SHALL KEEP
THE STRUCTURAL SUPPORT BEAMS, LOAD-BEARING ELEMENTS, FOUNDATIONS, EXTERIOR AND
STRUCTURAL WALLS, EXTERIOR WINDOWS, SUPPORT COLUMNS, AND ROOF OF