THE SURRENDER DATE WERE THE DATE HEREINABOVE
SPECIFIED FOR THE EXPIRATION OF THE FINAL TERM OF THIS LEASE.
(B)
IN THE EVENT LANDLORD DOES NOT ACCEPT SUCH OFFER OF TENANT
REFERRED TO IN SECTION 7.2(A), LANDLORD SHALL NOT UNREASONABLY WITHHOLD OR DELAY
ITS CONSENT TO ANY SUCH PROPOSED ASSIGNMENT OR SUBLETTING, PROVIDED THAT THE
PROPOSED ASSIGNEE OR SUBTENANT IS:
(I) OF A FINANCIAL STANDING REASONABLY
SATISFACTORY TO LANDLORD OR REASONABLY SIMILAR TO THAT OF TENANT (TAKING INTO
ACCOUNT TENANT'S SECURITY DEPOSIT AND GUARANTOR) AND IN THIS REGARD, TENANT
SHALL FURNISH LANDLORD WITH SUCH INFORMATION AS LANDLORD SHALL REQUIRE AS TO THE
PROPOSED ASSIGNEE'S OR SUBTENANT'S FINANCIAL RESPONSIBILITY AND STANDING,
(II) IS ENGAGED IN A BUSINESS REASONABLY SATISFACTORY TO LANDLORD OR REASONABLY
SIMILAR TO THAT OF TENANT, AND (III) WILL USE THE LEASED PREMISES IN A MANNER
REASONABLY SATISFACTORY TO LANDLORD OR REASONABLY SIMILAR TO THAT OF TENANT.
TENANT SHALL REIMBURSE LANDLORD FOR ANY REASONABLE EXPENSES THAT MAY BE INCURRED
BY LANDLORD IN CONNECTION WITH THE PROPOSED ASSIGNMENT OR SUBLEASE, INCLUDING
WITHOUT LIMITATION THE REASONABLE COSTS OF MAKING INVESTIGATIONS AS TO THE
ACCEPTABILITY OF A PROPOSED ASSIGNEE OR SUBTENANT AND REASONABLE LEGAL EXPENSES
INCURRED IN CONNECTION WITH THE GRANTING OF ANY REQUESTED CONSENT TO THE
ASSIGNMENT OR SUBLEASE, AND IF LANDLORD WITHHOLDS CONSENT BASED UPON ANY
RESTRICTION BY THE MORTGAGE (IF ANY) OR ANY FAILURE TO CONSENT BY THE HOLDER
THEREOF, IF REQUIRED, SUCH WITHHOLDING SHALL BE DEEMED REASONABLE.
(C)
NOTWITHSTANDING THE ABOVE, TENANT SHALL NOT BE REQUIRED TO VACATE
THE LEASED PREMISES AND TO SURRENDER THE SAME TO LANDLORD (AS PROVIDED IN
SECTION 7.2(A)(III) ABOVE), IF TENANT IS PROPOSING TO SUBLET OR ASSIGN THE
LEASED PREMISES, OR ANY PORTION THEREOF, TO A WHOLLY
8
owned corporation, partnership or other legal entity or affiliate, subsidiary or
parent of Tenant provided that:
(i) Tenant is not in default under this Lease;
and (ii) Tenant fulfills all the other requirements of this Section 7 regarding
a proposed assignment or sublet of the Leased Premises, including obtaining
Landlord's consent.
As used herein:
(a) "parent" shall mean a company which
owns a majority of Tenant's voting equity; (b) "subsidiary" shall mean an entity
wholly owned by Tenant or at least fifty-one percent (51%) of whose voting
equity is owned by Tenant; and (c) "affiliate" shall mean an entity controlled,
controlling or under common control with Tenant.
Notwithstanding the foregoing,
sale of the shares of equity of any affiliate or subsidiary to which this Lease
has been assigned or transferred other than to another parent, subsidiary or
affiliate of the original Tenant named hereunder shall be deemed to be an
assignment requiring Tenant to offer to vacate the Leased Premises and to
surrender the same to Landlord (as provided in Section 7.2(a)(iii) above).
SECTION 7.3.
AN ASSIGNMENT, TRANSFER OR ISSUANCE OF A CONTROLLING INTEREST IN
THE SHARES OF STOCK OF ANY CORPORATE TENANT, OR OF ANY INTEREST (BENEFICIAL OR
OTHERWISE), IN ANY OTHER ENTITY (NON-CORPORATE) TENANT SHALL BE DEEMED AN
ASSIGNMENT SUBJECT TO AND PROHIBITED