CURE PERIOD, TENANT HEREBY ASSIGNS TO
LANDLORD THE RENT DUE FROM ANY SUBTENANT OF TENANT AND HEREBY AUTHORIZES EACH
SUBTENANT TO PAY SAID RENT DIRECTLY TO LANDLORD.
TENANT FURTHER AGREES TO
SUBMIT ANY AND ALL INSTRUMENTS OF ASSIGNMENT AND SUBLEASE TO LANDLORD FOR
LANDLORD'S PRIOR WRITTEN APPROVAL AS TO FORM AND SUBSTANCE, WHICH APPROVAL SHALL
NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED, BUT WHICH INSTRUMENTS
SHALL PROVIDE, AS AN EXPRESS CONDITION PRECEDENT TO LANDLORD'S PRIOR APPROVAL,
THAT ANY SUBLESSEE OR ASSIGNEE AGREE TO REMAIN JOINTLY AND SEVERALLY LIABLE TO
LANDLORD FOR ALL OBLIGATIONS IMPOSED BY ANY SUCH AGREEMENT OF ASSIGNMENT OR
SUBLEASE.
NOTWITHSTANDING THE ABOVE RESTRICTIONS ON SUBLETTING AND
ASSIGNMENTS, LANDLORD'S PRIOR CONSENT SHALL NOT BE REQUIRED WITH RESPECT TO ANY
ASSIGNMENT OR SUBLETTING TO AN "AFFILIATE OF TENANT" (AS HEREINAFTER DEFINED) OR
A "PARENT OF TENANT" (AS HEREINAFTER DEFINED), PROVIDED (I) THAT SUCH ASSIGNEE
OR SUBLESSEE HAS A CREDITWORTHINESS (E.G., ASSETS AND CAPITALIZATION) AND NET
WORTH (WHICH SHALL BE DETERMINED ON A PRO FORMA BASIS USING GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES CONSISTENTLY APPLIED AND USING THE MOST RECENT FINANCIAL
STATEMENTS) AS CERTIFIED TO LANDLORD BY TENANT'S CHIEF FINANCIAL OFFICER, (II)
THAT SUCH ASSIGNEE OR SUBLESSEE AGREES IN WRITING TO BE BOUND BY THE TERMS AND
CONDITIONS OF THIS LEASE AND TO ASSUME ALL OF THE OBLIGATIONS AND LIABILITIES OF
TENANT UNDER THIS LEASE, (III) THAT SUCH ASSIGNEE OR SUBLESSEE SHALL CONDUCT
BUSINESS WHICH IS A PERMITTED USE PURSUANT TO ARTICLE VI OF THIS LEASE, (IV)
THAT TENANT PROVIDES LANDLORD WITH PRIOR WRITTEN NOTICE OF ITS INTENT TO ASSIGN
OR SUBLEASE ALL OR A PORTION OF THE PREMISES NOT MORE THAN NINETY (90) NOR LESS
THAN THIRTY (30) DAYS PRIOR TO THE DATE SUCH ASSIGNEE OR SUBLESSEE IS TO OCCUPY
THE PREMISES, (V) THAT THE CHARACTER OF SUCH PERSON OR ENTITY AND THE NATURE OF
ITS ACTIVITIES ON THE PREMISES AND IN THE BUILDING WILL NOT ADVERSELY AFFECT
OTHER TENANTS IN THE BUILDING OR IMPAIR THE REPUTATION OF THE BUILDING AS A
FIRST-CLASS OFFICE BUILDING, AND (VI) THAT THE SUBLEASE OR ASSIGNMENT WITH SUCH
PERSON OR ENTITY IS NOT A SO-CALLED "SHAM" TRANSACTION INTENDED BY TENANT TO
CIRCUMVENT THE PROVISIONS OF THIS ARTICLE VII, AND PROVIDED FURTHER THAT IF SUCH
AFFILIATE OF TENANT OR PARENT OF TENANT CEASES TO BE AN AFFILIATE OF TENANT OR
PARENT OF TENANT, AS THE CASE MAY BE, SUCH CESSATION, AT LANDLORD'S SOLE OPTION,
FOR ALL PURPOSES HEREUNDER, SHALL BE A DEFAULT UNDER THIS LEASE FOR WHICH
LANDLORD SHALL HAVE ALL OF THE REMEDIES AVAILABLE TO IT PURSUANT TO ARTICLE XIX
HEREOF.
IN THE EVENT OF ANY SUCH ASSIGNMENT OR SUBLETTING PURSUANT TO THIS SECTION
7.5, TENANT SHALL REMAIN FULLY LIABLE AS A PRIMARY OBLIGOR AND PRINCIPAL FOR
TENANT'S OBLIGATIONS AND RESPONSIBILITIES UNDER THIS LEASE, INCLUDING WITHOUT
LIMITATION, THE PAYMENT OF ALL RENT AND OTHER CHARGES REQUIRED HEREUNDER AND THE
PERFORMANCE OF ALL CONDITIONS AND OBLIGATIONS TO BE PERFORMED UNDER THIS LEASE.
FOR PURPOSES OF THIS SECTION 7.5, AN "AFFILIATE OF TENANT" SHALL MEAN ANY
CORPORATION,