OBLIGATIONS UNDER THIS LEASE WITHOUT ACTUALLY ENTERING INTO AN ASSIGNMENT OR
SUBLEASE) SHALL BE DEEMED A TRANSFER OF THIS LEASE, (III) ANY PERSON OR LEGAL
REPRESENTATIVE OF TENANT, TO WHOM TENANT'S INTEREST UNDER THIS LEASE PASSES BY
OPERATION OF LAW, OR OTHERWISE, SHALL BE BOUND BY THE PROVISIONS OF THIS
ARTICLE 11, AND (IV) A MODIFICATION, AMENDMENT OR EXTENSION WITHOUT LANDLORD'S
PRIOR WRITTEN CONSENT OF A SUBLEASE PREVIOUSLY CONSENTED TO BY LANDLORD SHALL BE
DEEMED A NEW SUBLEASE.
TENANT AGREES TO FURNISH TO LANDLORD UPON DEMAND AT ANY
TIME AND FROM TIME TO TIME SUCH INFORMATION AND ASSURANCES AS LANDLORD MAY
REASONABLY REQUEST THAT NEITHER TENANT, NOR ANY SUBTENANT, IS IN VIOLATION OF
THE PROVISIONS OF THIS SECTION 11.01.
11.02
(A)
THE PROVISIONS OF CLAUSES (A) AND (B) OF SECTION 11.0L
HEREOF SHALL NOT APPLY TO (AND, ACCORDINGLY, LANDLORD'S CONSENT SHALL NOT BE
REQUIRED FOR) TRANSACTIONS ENTERED INTO BY TENANT WITH (I) AN "AFFILIATE" (AS
HEREINAFTER DEFINED) OR (II) A CORPORATION INTO OR WITH WHICH TENANT IS MERGED
OR CONSOLIDATED OR WITH AN ENTITY TO WHICH SUBSTANTIALLY ALL OF TENANT'S ASSETS
OR STOCK ARE TRANSFERRED, PROVIDED (A) TENANT IS NOT THEN IN MONETARY OR
MATERIAL, NON-MONETARY DEFAULT BEYOND ANY NOTICE AND GRACE PERIOD UNDER THIS
LEASE, (B) SUCH MERGER, CONSOLIDATION OR TRANSFER OF ASSETS OR STOCK IS FOR A
GOOD BUSINESS PURPOSE AND NOT PRINCIPALLY FOR THE PURPOSE OF TRANSFERRING THE
LEASEHOLD ESTATE CREATED HEREBY, AND (C) THE ASSIGNEE OR SUCCESSOR ENTITY HAS A
NET WORTH AT LEAST EQUAL TO OR IN EXCESS OF THE NET WORTH OF TENANT IMMEDIATELY
PRIOR TO SUCH MERGER, CONSOLIDATION OR TRANSFER.
(B)
FOR PURPOSES OF THIS ARTICLE 11, AN AFFILIATE MEANS (I) A
CORPORATION CONTROLLED BY, CONTROLLING OR UNDER COMMON CONTROL WITH TENANT (AN
"AFFILIATED CORPORATION") OR (II) A PARTNERSHIP OR JOINT VENTURE OR LIMITED
LIABILITY COMPANY IN WHICH TENANT OR AN AFFILIATED CORPORATION OWNS AT LEAST 51%
OF THE GENERAL PARTNERSHIP OR JOINT VENTURE INTEREST OR MEMBERSHIP INTEREST
THEREIN.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, A CORPORATION SHALL
NOT BE DEEMED CONTROLLED BY ANOTHER ENTITY UNLESS AT LEAST 51% OF EACH CLASS OF
ITS OUTSTANDING CAPITAL STOCK IS OWNED, BOTH BENEFICIALLY AND OF RECORD, BY SUCH
ENTITY.
IF TENANT SHALL ASSIGN OR TRANSFER THIS LEASE TO AN AFFILIATE DURING
THE FREE RENT PERIOD (SUCH ASSIGNMENT, AN "AFFILIATE FREE RENT PERIOD
ASSIGNMENT"), THEN SUCH ASSIGNMENT OR TRANSFER SHALL NOT BE EFFECTIVE UNLESS AND
UNTIL (IN ADDITION TO DELIVERY BY TENANT TO LANDLORD OF THE ITEMS PURSUANT TO
SECTION 11.03 HEREOF) TENANT SHALL DELIVER TO LANDLORD CASH OR A LETTER OF
CREDIT (AS DEFINED AND FURTHER DESCRIBED IN SECTION 40.02 HEREOF) IN THE AMOUNT
OF $5,000,000 (THE "AFFILIATE FREE RENT PERIOD SECURITY DEPOSIT") (AS SUCH
AMOUNT MAY BE INCREASED PROPORTIONATELY IF TENANT LEASES ANY ADDITIONAL SPACE IN
THE BUILDING DURING SUCH FREE RENT PERIOD), WHICH SHALL BE HELD BY LANDLORD FOR
A PERIOD OF TWO YEARS FROM THE END OF THE FREE RENT PERIOD AND OTHERWISE IN
ACCORDANCE WITH ARTICLE 40 HEREOF.
NOTWITHSTANDING THE