BE NULL AND VOID AB INITIO.
AN AGREEMENT UNDER WHICH ANOTHER PERSON OR
ENTITY BECOMES RESPONSIBLE FOR ALL OR A PORTION OF TENANT'S OBLIGATIONS UNDER
THIS LEASE SHALL BE DEEMED AN ASSIGNMENT OF THIS LEASE.
NO ASSIGNMENT OF THIS
LEASE AND THE TERM AND ESTATE HEREBY GRANTED SHALL RELIEVE TENANT OF ITS
LIABILITY UNDER THIS LEASE OR OF THE OBLIGATION TO OBTAIN LANDLORD'S PRIOR
CONSENT TO ANY FURTHER ASSIGNMENT, AND TENANT SHALL REMAIN FULLY LIABLE FOR THE
PAYMENT OF RENT AND FOR THE PERFORMANCE AND OBSERVANCE OF ALL OTHER OBLIGATIONS
OF THIS LEASE ON THE PART OF TENANT TO BE PERFORMED OR OBSERVED.
(B)
TENANT MAY, WITHOUT THE CONSENT OF LANDLORD, ASSIGN THIS LEASE TO (X)
ANY AFFILIATE OF TENANT (PROVIDED TENANT SHALL REMAIN JOINTLY AND SEVERALLY
LIABLE FOR ALL OF TENANT'S OBLIGATIONS HEREUNDER AND SHALL EXECUTE SUCH
INSTRUMENTS AS LANDLORD OR ITS LENDERS MAY REASONABLY REQUIRE CONFIRMING SUCH
LIABILITY) OR (Y) TO AN ENTITY TO WHICH TENANT SELLS OR ASSIGNS ALL OR
SUBSTANTIALLY ALL OF ITS ASSETS OR STOCK OR WITH WHICH IT MAY BE CONSOLIDATED OR
MERGED; PROVIDED SUCH (I) AFFILIATE OR (II) PURCHASING, CONSOLIDATED OR MERGED
ENTITY SHALL, IN WRITING, ASSUME AND AGREE TO PERFORM ALL OF THE OBLIGATIONS OF
TENANT UNDER THIS LEASE.
TENANT SHALL, WITHIN TEN (10) DAYS AFTER EXECUTION OF
SUCH ASSIGNMENT OF LEASE, DELIVER TO LANDLORD A DUPLICATE ORIGINAL INSTRUMENT OF
ASSIGNMENT, DULY EXECUTED BY TENANT, TOGETHER WITH AN INSTRUMENT, DULY EXECUTED
BY THE ASSIGNEE, IN WHICH SUCH ASSIGNEE SHALL ASSUME OBSERVANCE AND PERFORMANCE
OF, AND AGREE TO BE PERSONALLY BOUND BY, ALL OF THE TERMS, COVENANTS AND
CONDITIONS OF THIS LEASE ON TENANT'S PART TO BE OBSERVED AND PERFORMED.
(C)
TENANT SHALL NOT SUBLET OR PERMIT OCCUPANCY OF THE PREMISES OR ANY,
CONDITIONED ON DELAYED PORTION THEREOF TO ANY PERSONS OR ENTITIES WITHOUT
LANDLORD'S PRIOR WRITTEN CONSENT, WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD, CONDITIONED OR DELAYED.
ALL SUBLEASES SHALL BE SUBJECT AND
SUBORDINATE TO THIS LEASE.
NO SUBLEASE SHALL BE FOR A TERM ENDING LATER THAN
ONE DAY PRIOR TO THE EXPIRATION DATE.
IF ANY DEFAULT BY TENANT HEREUNDER SHALL
OCCUR AND BE CONTINUING, LANDLORD, THEREAFTER AT ITS OPTION AND WITHOUT WAIVING
ANY SUCH DEFAULT, MAY COLLECT RENT FROM ANY THEN EXISTING SUBTENANT OF THE
PREMISES.
NOTWITHSTANDING ANY SUBLETTING BY TENANT, AND NOTWITHSTANDING THE
ACCEPTANCE OF RENT BY LANDLORD FROM ANY SUBTENANT, TENANT SHALL AND WILL REMAIN
FULLY LIABLE FOR THE PAYMENT OF THE RENT, FOR THE PERFORMANCE AND OBSERVANCE OF
ALL OTHER OBLIGATIONS OF THIS LEASE ON THE PART OF TENANT TO BE PERFORMED OR
OBSERVED, AND FOR ALL ACTS OR OMISSIONS OF ANY SUBTENANT (OR ANYONE CLAIMING
UNDER OR THROUGH ANY SUBTENANT) WHICH SHALL BE IN VIOLATION OF ANY OF THE TERMS
AND CONDITIONS OF THE LEASE, EACH SUCH VIOLATION BEING DEEMED TO BE A VIOLATION
BY TENANT.
TENANT REPRESENTS AND WARRANTS TO LANDLORD THAT, AS OF THE DATE
HEREOF, OTHER THAN TENANT, THE FOLLOWING ENTITIES OCCUPYING THE FOLLOWING
PORTIONS OF THE PREMISES ARE THE ONLY THIRD PARTIES OCCUPYING