WITH RESPECT TO THE PREMISES;
(IV)
SUBLANDLORD SHALL ALSO HAVE ALL OTHER RIGHTS,
AND ALL PRIVILEGES, OPTIONS, RESERVATIONS AND REMEDIES, GRANTED OR ALLOWED TO,
OR HELD BY, LANDLORD UNDER THE PRIME LEASE AND/OR THE CONSENT AGREEMENT OR
GRANTED TO LANDLORD IN THE CONSENT AGREEMENT;
(V)
SUBTENANT SHALL MAINTAIN INSURANCE OF THE
KINDS AND IN THE AMOUNTS REQUIRED TO BE MAINTAINED BY SUBLANDLORD UNDER THE
PRIME LEASE AS WELL AS SET FORTH IN THE CONSENT AGREEMENT.
ALL POLICIES OF
LIABILITY INSURANCE SHALL NAME AS ADDITIONAL INSUREDS THE LANDLORD AND
SUBLANDLORD AND THEIR RESPECTIVE OFFICERS, DIRECTORS OR PARTNERS, AS THE CASE
MAY BE, AND THE RESPECTIVE AGENTS AND EMPLOYEES OF EACH OF THEM; AND
(VI)
SUBTENANT SHALL NOT DO ANYTHING OR SUFFER OR
PERMIT ANYTHING TO BE DONE WHICH COULD RESULT IN A DEFAULT UNDER THE PRIME LEASE
OR PERMIT THE PRIME LEASE TO BE CANCELED OR TERMINATED.
8
(C)
NOTWITHSTANDING ANYTHING CONTAINED HEREIN
OR IN THE PRIME LEASE WHICH MAY APPEAR TO BE TO THE CONTRARY, SUBLANDLORD AND
SUBTENANT HEREBY AGREE AS FOLLOWS:
(I)
SUBTENANT SHALL NOT ASSIGN, MORTGAGE,
PLEDGE, HYPOTHECATE OR OTHERWISE TRANSFER OR PERMIT THE TRANSFER OF THIS
SUBLEASE OR ANY INTEREST OF SUBTENANT IN THIS SUBLEASE, BY OPERATION OF LAW OR
OTHERWISE, OR PERMIT THE USE OF THE PREMISES OR ANY PART THEREOF BY ANY PERSONS
OTHER THAN SUBTENANT AND SUBTENANT'S EMPLOYEES, OR SUBLET THE PREMISES OR ANY
PART THEREOF.
NOTWITHSTANDING THE FOREGOING, SUBTENANT SHALL HAVE THE RIGHT TO
ASSIGN THIS SUBLEASE OR SUB-SUBLET ALL OR ANY PORTION OF THE PREMISES TO AN
ENTITY INTO WHICH SUBTENANT HAS MERGED OR CONSOLIDATED OR TO AN ENTITY TO WHICH
SUBSTANTIALLY ALL OF SUBTENANT'S ASSETS ARE CONVEYED (COLLECTIVELY A "CORPORATE
TRANSACTION") WITHOUT THE CONSENT OF SUBLANDLORD SO LONG AS SUCH ASSIGNEE OR
SUB-SUBTENANT HAS A NET WORTH REASONABLY ACCEPTABLE TO SUBLANDLORD AND PROVIDED
THAT SUBTENANT DELIVERS NOT LESS THAN THIRTY (30) DAYS PRIOR WRITTEN NOTICE TO
SUBLANDLORD AND LANDLORD, WHICH NOTICE SHALL INCLUDE INFORMATION SATISFACTORY TO
SUBLANDLORD AND LANDLORD IN ORDER TO DETERMINE THE NET WORTH BOTH OF THE
ORIGINAL SUBTENANT NAMED HEREIN AND OF THE SUCCESSOR SUBTENANT IMMEDIATELY PRIOR
TO SUCH ASSIGNMENT OF SUB-SUBLET.
SUBTENANT SHALL OTHERWISE HAVE THE RIGHT TO
ASSIGN THIS SUBLEASE OR SUBLET ALL OR ANY PORTION OF THE PREMISES IN ACCORDANCE
WITH THE TERMS AND PROVISIONS OF THE PRIME LEASE AND SUBLANDLORD SHALL HAVE ALL
OF THE SAME RIGHTS AS THE LANDLORD IN CONNECTION THEREWITH.
FURTHER, ANY RIGHTS
GRANTED TO SUBTENANT HEREIN TO ASSIGN THIS SUBLEASE OR SUB-SUBLET ALL OR ANY
PORTION OF THE PREMISES WITHOUT THE SUBLANDLORD'S CONSENT SHALL BE SUBJECT TO
THE RIGHTS AND OBLIGATIONS OF THE LANDLORD UNDER THE PRIME LEASE TO CONSENT
THERETO.
IN CONNECTION WITH ANY ASSIGNMENT OF THIS SUBLEASE OR SUB-SUBLET OF
ALL OR ANY PORTION OF THE PREMISES AS PERMITTED SUBTENANT HEREINABOVE, SUBTENANT
SHALL REMIT TO SUBLANDLORD FIFTY PERCENT (50%) OF ANY AND ALL EXCESS RENT (AS
DEFINED IN THE PRIME LEASE) RECEIVED BY SUBTENANT IN CONNECTION WITH SUCH
TRANSFER.
(II)
NEITHER RENTAL NOR OTHER PAYMENTS
HEREUNDER SHALL