OF THE RIGHT
TO VOTE MORE THAN FIFTY (50%) OF THE VOTING INTEREST IN THE ORDINARY DIRECTION
OF THE ENTITY'S AFFAIRS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN
THE LEASE, LANDLORD'S CONSENT SHALL NOT BE REQUIRED FOR ANY ASSIGNMENT OF THIS
LEASE OR SUBLEASE OF ALL OR A PORTION
OF THE PREMISES TO AN AFFILIATE SO LONG
AS THE FOLLOWING CONDITIONS ARE MET:
(A) AT LEAST THIRTY (30) BUSINESS DAYS
BEFORE ANY SUCH ASSIGNMENT OR SUBLEASE, LANDLORD RECEIVES WRITTEN NOTICE OF SUCH
ASSIGNMENT OR SUBLEASE (AS WELL AS ANY DOCUMENTS OR INFORMATION REASONABLY
REQUESTED BY LANDLORD REGARDING THE PROPOSED INTENDED TRANSFER AND THE
TRANSFEREE); (B) TENANT IS NOT THEN AND HAS NOT BEEN IN DEFAULT UNDER THIS
LEASE; (C) IF THE TRANSFER IS AN ASSIGNMENT OR ANY OTHER TRANSFER TO AN
AFFILIATE OTHER THAN A SUBLEASE, THE INTENDED ASSIGNEE ASSUMES IN WRITING ALL OF
TENANT'S OBLIGATIONS UNDER THIS LEASE RELATING TO THE PREMISES IN FORM
SATISFACTORY TO LANDLORD OR, IF THE TRANSFER IS A SUBLEASE, THE INTENDED
SUBLESSEE ACCEPTS THE SUBLEASE IN FORM SATISFACTORY TO LANDLORD; (D) THE
INTENDED TRANSFEREE HAS A TANGIBLE NET WORTH, AS EVIDENCED BY FINANCIAL
STATEMENTS DELIVERED TO LANDLORD AND CERTIFIED BY AN INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANT IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
THAT ARE CONSISTENTLY APPLIED, AT LEAST EQUAL TO THE NET WORTH OF THE ORIGINAL
TENANT UNDER THE LEASE AS OF THE EFFECTIVE DATE ; (E) THE PREMISES SHALL
CONTINUE TO BE OPERATED SOLELY FOR THE USE SPECIFIED IN THE LEASE; AND
(F) TENANT SHALL PAY TO LANDLORD ALL COSTS REASONABLY INCURRED BY LANDLORD OR
ANY MORTGAGEE OR GROUND LESSOR FOR SUCH ASSIGNMENT OR SUBLETTING, INCLUDING,
WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES.
NO TRANSFER TO AN AFFILIATE IN
ACCORDANCE WITH THIS SUBPARAGRAPH SHALL RELIEVE TENANT NAMED HEREIN OF ANY
OBLIGATION UNDER THIS LEASE OR ALTER THE PRIMARY LIABILITY OF TENANT NAMED
HEREIN FOR THE PAYMENT OF RENT OR FOR THE PERFORMANCE OF ANY OTHER OBLIGATION TO
BE PERFORMED BY TENANT, INCLUDING THE OBLIGATIONS CONTAINED IN THE LEASE WITH
RESPECT TO ANY AFFILIATE.
ARTICLE 15
SURRENDER OF PREMISES; REMOVAL OF TRADE FIXTURES
15.1
SURRENDER OF PREMISES.
NO ACT OR THING DONE BY LANDLORD OR ANY
AGENT OR EMPLOYEE OF LANDLORD DURING THE LEASE TERM SHALL BE DEEMED TO
CONSTITUTE AN ACCEPTANCE BY LANDLORD OF A SURRENDER OF THE PREMISES UNLESS SUCH
INTENT IS SPECIFICALLY ACKNOWLEDGED IN A WRITING SIGNED BY LANDLORD.
THE
DELIVERY OF KEYS TO THE PREMISES TO LANDLORD OR ANY AGENT OR EMPLOYEE OF
LANDLORD SHALL NOT CONSTITUTE A SURRENDER OF THE PREMISES OR EFFECT A
TERMINATION OF THIS LEASE, WHETHER OR NOT THE KEYS ARE THEREAFTER RETAINED BY
LANDLORD, AND NOTWITHSTANDING SUCH DELIVERY TENANT SHALL BE ENTITLED TO THE
RETURN OF SUCH KEYS AT ANY REASONABLE TIME UPON REQUEST UNTIL THIS LEASE SHALL
HAVE BEEN TERMINATED.
THE VOLUNTARY OR OTHER SURRENDER OF THIS LEASE BY TENANT,
WHETHER ACCEPTED BY LANDLORD OR NOT, OR A MUTUAL TERMINATION HEREOF, SHALL NOT
WORK A MERGER, AND AT THE OPTION OF LANDLORD SHALL OPERATE AS AN