TENANT UNDERTAKES SUCH ACT BEING
REFERRED TO HEREIN AS A "TRANSFEREE") WITHOUT THE PRIOR WRITTEN CONSENT OF
LANDLORD, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR
DELAYED AS HEREINAFTER PROVIDED.
NOTWITHSTANDING THE FOREGOING, LANDLORD MAY
REFUSE CONSENT IN ITS SOLE DISCRETION (A) TO ANY TRANSFER TO ANY GOVERNMENTAL OR
QUASI-GOVERNMENTAL AUTHORITY OR AGENCY, TO ANY ENTITY IN CONNECTION WITH USE BY
OR AFFILIATION WITH A FOREIGN GOVERNMENT, OR TO AN ENTITY FOR THE PROVISION OF
SOCIAL OR CLINICAL SERVICES, OR (B) ANY TRANSFER IN CONNECTION WITH A PROPOSED
USE OTHER THAN THE PERMITTED USE.
IN ALL OTHER CASES, LANDLORD AGREES THAT IT
SHALL NOT UNREASONABLY WITHHOLD, CONDITION OR DELAY ITS CONSENT TO ANY PROPOSED
TRANSFER OF THE PREMISES BY TENANT, PENDING LANDLORD'S SATISFACTORY REVIEW OF
THE INFORMATION TO BE SUPPLIED BY TENANT REGARDING, AMONG OTHER MATTERS, ALL
MATERIAL TERMS OF THE PROPOSED TRANSFER, THE PROPOSED TRANSFEREE'S
CREDITWORTHINESS, AND ITS INTENDED USE OF THE PREMISES.
ANY REQUEST BY TENANT
FOR SUCH CONSENT SHALL BE IN WRITING AND SHALL INCLUDE THE NAME OF THE PROPOSED
TRANSFEREE, THE NATURE OF ITS BUSINESS AND PROPOSED USE OF THE PREMISES,
REASONABLE INFORMATION AS TO ITS FINANCIAL CONDITION AND PROSPECTS, AND ALL
MATERIAL TERMS AND CONDITIONS OF THE PROPOSED TRANSFER.
TENANT SHALL SUPPLY
SUCH ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSFER AND TRANSFEREE AS THE
LANDLORD REASONABLY REQUESTS.
TENANT SHALL REIMBURSE LANDLORD FOR ITS
REASONABLE LEGAL AND OTHER OUT OF POCKET EXPENSES IN CONNECTION WITH ANY REQUEST
FOR CONSENT.
TENANT MAY WITHOUT LANDLORD'S CONSENT (A) ASSIGN ITS ENTIRE
INTEREST UNDER THIS LEASE TO A SUCCESSOR TO TENANT BY PURCHASE OF ALL OR
SUBSTANTIALLY ALL OF THE STOCK OR ASSETS OF TENANT, OR BY CORPORATE MERGER, AND
(B) ASSIGN THIS LEASE OR SUBLET ALL OR A PORTION OF THE PREMISES TO AN ENTITY
CONTROLLING, CONTROLLED BY OR UNDER COMMON CONTROL WITH TENANT OR PERMITTED
SUCCESSOR THERETO (BUT SUCH CONSENT SHALL BE REQUIRED IF AT ANY TIME SUCH ENTITY
IS NO LONGER CONTROLLING, CONTROLLED BY OR UNDER COMMON CONTROL WITH THE
ORIGINALLY NAMED TENANT OR ANY PERMITTED SUCCESSOR THERETO), PROVIDED IN ALL
CASES UNDER (A) AND (B) THAT ALL OF THE FOLLOWING CONDITIONS ARE SATISFIED AND
PROVIDED AN ASSUMPTION DOCUMENT (HEREAFTER DEFINED) IS EXECUTED BY THE ASSIGNEE
AND DELIVERED TO LANDLORD (A "PERMITTED TRANSFER"):
(I) TENANT IS NOT IN
DEFAULT UNDER THIS LEASE FOLLOWING ANY APPLICABLE NOTICE AND CURE PERIOD, (II)
TENANT'S SUCCESSOR IN THE CASE OF SALE OR MERGER OR REORGANIZATION, SHALL OWN
ALL OR SUBSTANTIALLY ALL OF THE ASSETS OR THE STOCK OF TENANT; (III) TENANT'S
SUCCESSOR IN THE CASE OF SALE OR MERGER, SHALL HAVE A NET WORTH WHICH IS AT
LEAST EQUAL TO TENANT'S NET WORTH IMMEDIATELY PRIOR TO THE ASSIGNMENT, AND (IV)
TENANT SHALL GIVE
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Landlord written notice at least twenty (20) days prior to the effective date of
the proposed transaction.
Tenant's notice to Landlord shall include information
and documentation showing that each of the above conditions has been satisfied.
(B)
ANY TRANSFER SHALL SPECIFICALLY MAKE APPLICABLE TO THE TRANSFEREE