FOREGOING, TENANT SHALL
NOT BE OBLIGATED TO DELIVER THE AFFILIATE FREE RENT PERIOD SECURITY DEPOSIT IF
THE NET WORTH OF SUCH AFFILIATE ON THE DATE OF SUCH ASSIGNMENT IS EQUAL TO OR IN
EXCESS OF THE GREATER OF (A) THE NET WORTH OF TENANT ON THE COMMENCEMENT DATE OR
(B) THE NET WORTH OF TENANT ON THE DATE OF THE ASSIGNMENT TO THE AFFILIATE.
(C)
THE PROVISIONS REGARDING THE TRANSFER OF THE CAPITAL STOCK OF A
CORPORATE TENANT SET FORTH IN SECTION 11.01 SHALL NOT APPLY TO ANY CORPORATION
WHERE ITS CAPITAL STOCK IS LISTED ON A NATIONAL SECURITIES EXCHANGE (AS DEFINED
IN THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED) OR IS TRADED IN THE "OVER
THE COUNTER" MARKET WITH QUOTATIONS REPORTED BY THE NATIONAL ASSOCIATION OF
SECURITIES DEALERS.
41
11.03
ANY ASSIGNMENT OR TRANSFER, WHETHER MADE WITH LANDLORD'S CONSENT AS
REQUIRED BY SECTION 11.0L OR WITHOUT LANDLORD'S CONSENT PURSUANT TO
SECTION 11.02, SHALL NOT BE EFFECTIVE UNLESS AND UNTIL (A) THE ASSIGNEE SHALL
EXECUTE, ACKNOWLEDGE AND DELIVER TO LANDLORD A RECORDABLE AGREEMENT, IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO LANDLORD, WHEREBY THE ASSIGNEE SHALL
(I) ASSUME THE OBLIGATIONS AND PERFORMANCE OF THIS LEASE AND AGREE TO BE
PERSONALLY BOUND BY ALL OF THE COVENANTS, AGREEMENTS, TERMS, PROVISIONS AND
CONDITIONS HEREOF ON THE PART OF TENANT TO BE PERFORMED OR OBSERVED ON AND AFTER
THE EFFECTIVE DATE OF ANY SUCH ASSIGNMENT AND (II) AGREE THAT THE PROVISIONS OF
THIS ARTICLE 11 SHALL, NOTWITHSTANDING SUCH ASSIGNMENT OR TRANSFER, CONTINUE TO
BE BINDING UPON IT IN THE FUTURE, AND (B) IN THE CASE OF AN ASSIGNMENT OR
TRANSFER PURSUANT TO SECTION 11.02 (OTHER THAN TO AN AFFILIATE), TENANT OR ITS
SUCCESSOR SHALL HAVE DELIVERED TO LANDLORD FINANCIAL STATEMENTS CERTIFIED BY A
REPUTABLE FIRM OF CERTIFIED PUBLIC ACCOUNTANTS EVIDENCING SATISFACTION OF THE
NET WORTH REQUIREMENTS REFERRED TO IN SECTION 11.02.
TENANT COVENANTS THAT,
NOTWITHSTANDING ANY ASSIGNMENT OR TRANSFER, WHETHER OR NOT IN VIOLATION OF THE
PROVISIONS OF THIS LEASE, AND NOTWITHSTANDING THE ACCEPTANCE OF BASIC ANNUAL
RENT BY LANDLORD FROM AN ASSIGNEE OR TRANSFEREE OR ANY OTHER PARTY, TENANT SHALL
REMAIN FULLY AND PRIMARILY AND JOINTLY AND SEVERALLY LIABLE FOR THE PAYMENT OF
THE BASIC ANNUAL RENT AND ALL ADDITIONAL RENT DUE AND TO BECOME DUE UNDER THIS
LEASE AND FOR THE PERFORMANCE AND OBSERVANCE OF ALL OF THE COVENANTS,
AGREEMENTS, TERMS, PROVISIONS AND CONDITIONS OF THIS LEASE ON THE PART OF TENANT
TO BE PERFORMED OR OBSERVED.
11.04
THE LIABILITY OF TENANT, AND THE DUE PERFORMANCE BY TENANT OF THE
OBLIGATIONS ON ITS PART TO BE PERFORMED UNDER THIS LEASE, SHALL NOT BE
DISCHARGED, RELEASED OR IMPAIRED IN ANY RESPECT BY AN AGREEMENT OR STIPULATION
MADE BY LANDLORD OR ANY GRANTEE OR ASSIGNEE OF LANDLORD IN CONNECTION WITH A
MORTGAGE OR ANY OTHER AGREEMENT WITH A THIRD PARTY EXTENDING THE TIME OF OR
MODIFYING ANY OF THE OBLIGATIONS CONTAINED IN THIS LEASE, OR BY ANY WAIVER OR
FAILURE OF LANDLORD TO ENFORCE ANY OF THE OBLIGATIONS ON TENANT'S PART TO