LEASE TO THE CONTRARY) BE
PROPORTIONATELY REDUCED, BASED ON THE AMOUNT OF SQUARE FOOTAGE DELETED FROM THE
PREMISES IN RELATION TO THE TOTAL SQUARE FOOTAGE IN THE PREMISES IMMEDIATELY
PRIOR TO SUCH TERMINATION.
IF LANDLORD EXERCISES ITS OPTION UNDER EITHER CLAUSE
(I) OR CLAUSE (II) ABOVE TO TERMINATE THIS LEASE IN ITS ENTIRETY, THEN TENANT
SHALL TENDER THE ENTIRE PREMISES TO LANDLORD ON THE PROPOSED TRANSFER
COMMENCEMENT DATE IN THE CONDITION REQUIRED PURSUANT TO SECTION 22.3 HEREOF, AT
WHICH TIME THE LEASE SHALL TERMINATE.
NOTWITHSTANDING THE FOREGOING PROVISIONS
OF THIS SECTION 7.3, LANDLORD SHALL NOT HAVE THE RIGHT TO TERMINATE THIS LEASE
(EITHER AS TO THE ENTIRE PREMISES OR THE PROPOSED SUBLET SPACE) IN THE CASE OF
AN ASSIGNMENT OR SUBLET TO ANY CORPORATION OR ENTITY WHICH CONTROLS, IS
CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH TENANT.
7.4
IF ANY SUBLEASE OR ASSIGNMENT REQUIRES THAT THE SUBTENANT OR
ASSIGNEE PAY ANY AMOUNT IN EXCESS OF THE RENTAL AND OTHER CHARGES DUE UNDER THIS
LEASE (EXCEPT THAT IN THE CASE OF A SUBLEASE OF LESS THAN ALL OF THE PREMISES,
SUCH RENTAL AND OTHER CHARGES SHALL BE PRO RATED ON A PER SQUARE FOOT BASIS
PRIOR TO SUCH CALCULATION), THEN WHETHER SUCH EXCESS BE IN THE FORM OF AN
INCREASED MONTHLY OR ANNUAL RENTAL, A LUMP SUM PAYMENT, PAYMENT FOR THE SALE,
TRANSFER OR LEASE OF TENANT'S FIXTURES, LEASEHOLD IMPROVEMENTS, FURNITURE AND
OTHER PERSONAL PROPERTY OR SERVICES PROVIDED BY TENANT TO A SUBTENANT, OR ANY
OTHER FORM, TENANT SHALL PAY TO LANDLORD, WHEN RECEIVED BY TENANT, FIFTY PERCENT
(50%) OF ANY SUCH EXCESS OR OTHER PREMIUM PAYABLE WITH
F-15
RESPECT TO THE SUBLEASE OR ASSIGNMENT, AFTER DEDUCTION OF ORDINARY AND CUSTOMARY
TRANSACTION COSTS, INCLUDING, BUT NOT LIMITED TO, BROKERAGE COSTS, COSTS OF
ALTERATIONS TO THE PREMISES, FREE RENT AND REASONABLE ATTORNEYS' FEES.
ACCEPTANCE BY LANDLORD OF ANY PAYMENTS DUE UNDER THIS SECTION 7.4 SHALL NOT BE
DEEMED TO CONSTITUTE APPROVAL BY LANDLORD OF ANY SUBLEASE OR ASSIGNMENT, NOR
SHALL SUCH ACCEPTANCE WAIVE ANY RIGHTS OF LANDLORD HEREUNDER. LANDLORD SHALL
HAVE THE RIGHT TO INSPECT AND AUDIT TENANT'S BOOKS AND RECORDS RELATING TO ANY
ASSIGNMENT OR SUBLEASE.
7.5
ALL RESTRICTIONS AND OBLIGATIONS IMPOSED ON TENANT PURSUANT TO
THIS LEASE SHALL BE DEEMED TO EXTEND TO ANY ASSIGNEE, SUBTENANT, LICENSEE,
CONCESSIONAIRE OR OTHER OCCUPANT OR TRANSFEREE, AND TENANT SHALL CAUSE ALL SUCH
PARTIES TO COMPLY WITH SUCH RESTRICTIONS AND OBLIGATIONS.
AS A CONDITION TO THE
EFFECTIVENESS OF ANY ASSIGNMENT OR SUBLETTING HEREUNDER, TENANT SHALL DELIVER TO
LANDLORD PRIOR TO, AND AS A CONDITION OF, THE PROPOSED TRANSFER COMMENCEMENT
DATE (I) IN THE CASE OF AN ASSIGNMENT, A FULLY-EXECUTED ASSIGNMENT AND
ASSUMPTION AGREEMENT WHICH PROVIDES, AMONG OTHER THINGS REASONABLY REQUIRED BY
LANDLORD, THAT TENANT REMAINS JOINTLY, SEVERALLY, AND PRIMARILY LIABLE
HEREUNDER; AND (II) IN THE CASE OF A SUBLET, A FULLY EXECUTED SUBLEASE WHICH
PROVIDES, AMONG OTHER THINGS REASONABLY REQUIRED BY LANDLORD, THAT SUCH SUBLEASE
IS; (X) SUBJECT AND SUBORDINATE TO ALL THE TERMS AND PROVISIONS OF THIS LEASE;
AND (Y) SUBJECT