THE PROPOSED
ASSIGNEE OR SUBTENANT, AND THE NATURE OF ITS BUSINESS AND ITS PROPOSED USE OF
THE DEMISED PREMISES (IT BEING UNDERSTOOD THAT LESSEE NEED NOT HAVE IDENTIFIED A
PROPOSED ASSIGNEE OR SUBTENANT AT THE TIME OF THE GIVING OF TENANT'S NOTICE),
(D) A COPY OF THE PROPOSED FORM OF ASSIGNMENT OR SUBLEASE AND ANY OTHER
AGREEMENTS RELATING THERETO, AND IF THE PROPOSED TRANSACTION IS AN ASSIGNMENT OF
THIS LEASE, TENANT'S NOTICE SHALL BE DEEMED AN OFFER FROM LESSEE TO LESSOR
WHEREBY LESSOR MAY, AT ITS OPTION TERMINATE THIS LEASE. SAID OPTION MAY BE
EXERCISED BY LESSOR BY NOTICE GIVEN TO LESSEE AT ANY TIME WITHIN TWENTY (20)
SAYS AFTER TENANT'S NOTICE HAS BEEN GIVEN BY LESSEE TO LESSOR, AND DURING SUCH
TWENTY-DAY PERIOD, LESSOR SHALL NOT ASSIGN THIS LEASE NOR SUBLET THE SUBLEASE
SPACE TO ANY PERSON OTHER THAN LESSOR.
SECTION 17.03.
IF LESSOR EXERCISES ITS OPTION TO TERMINATE THIS LEASE
PURSUANT TO SECTION 17.02 HEREOF, THIS LEASE SHALL END AND EXPIRE ON THE DATE
THAT SUCH ASSIGNMENT WAS TO BE EFFECTIVE, AS IF SUCH DATE WERE THE SCHEDULED
TERMINATION DATE OF THIS LEASE, AND RENT AND ADDITIONAL RENT DUE HEREUNDER SHALL
BE PAID AND APPORTIONED TO SUCH DATE. IN SUCH EVENT, LESSOR AND LESSEE, UPON
REQUEST OF EITHER PARTY, SHALL ENTER INTO AN AGREEMENT RATIFYING AND CONFIRMING
SUCH TERMINATION.
SECTION 17.04.
IN THE EVENT LESSOR DOES NOT EXERCISE ITS OPTION TO
TERMINATE PURSUANT TO SECTION 17.02 ABOVE, THEN, AS A CONDITION TO LESSOR'S
AGREEMENT TO CONSIDER LESSEE'S PROPOSED ASSIGNMENT OR SUBLETTING, LESSEE SHALL
FURNISH TO LESSOR, TO THE EXTENT NOT PREVIOUSLY DELIVERED: (I) A STATEMENT
SETTING FORTH IN REASONABLE DETAIL THE IDENTITY OF THE PROPOSED ASSIGNEE OR
SUBTENANT, THE NATURE OF ITS BUSINESS AND ITS PROPOSED USE OF THE DEMISED
PREMISES, AND (II) CURRENT FINANCIAL INFORMATION WITH RESPECT TO THE PROPOSED
ASSIGNEE OR SUBTENANT, INCLUDING, WITHOUT LIMITATION, ITS MOST RECENT FINANCIAL
REPORT. LESSOR'S CONSENT TO THE PROPOSED ASSIGNMENT OR SUBLEASE SHALL NOT BE
UNREASONABLY WITHHELD OR DELAYED, PROVIDED AND UPON CONDITION THAT:
(A)
THE PROPOSED ASSIGNEE OR SUBTENANT IS A REPUTABLE PERSON OR ENTITY
OF GOOD CHARACTER AND WITH SUFFICIENT FINANCIAL NET WORTH CONSIDERING THE
RESPONSIBILITY INVOLVED, WHICH FINANCIAL NET WORTH SHALL NOT BE LESS THAN THAT
OF LESSEE AS OF THE DATE HEREOF, AND LESSOR HAS BEEN FURNISHED WITH REASONABLE
PROOF THEREOF;
(B)
THE FORM OF THE PROPOSED SUBLEASE OR INSTRUMENT OF ASSIGNMENT
SHALL BE REASONABLY SATISFACTORY TO LESSOR AND SHALL COMPLY WITH THE APPLICABLE
PROVISIONS OF THIS ARTICLE 17, AND LESSEE SHALL DELIVER A TRUE AND COMPLETE
ORIGINAL, FULLY EXECUTED COUNTERPART OF SUCH SUBLEASE OR INSTRUMENT OF
ASSIGNMENT AND ASSUMPTION TO LESSOR PROMPTLY UPON THE EXECUTION AND DELIVERY
THEREOF;
(C)
THE RENTAL AND OTHER MATERIAL TERMS AND CONDITIONS OF THE
ASSIGNMENT OR SUBLEASE ARE SUBSTANTIALLY THE SAME AS THOSE CONTAINED IN TENANT'S
NOTICE (WITH NO VARIANCE IN BASIC ECONOMIC TERMS OF GREATER THAN 3% FROM THOSE
SET FORTH IN THE TENANT'S NOTICE AND IN THE EVENT OF SUCH A GREATER VARIANCE,
LESSOR SHALL HAVE A RENEWED