OBTAINING THE PRIOR CONSENT OF
LANDLORD, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS ARTICLE 11, WHICH
CONSENT SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED.
A
MODIFICATION, AMENDMENT OR EXTENSION OF A SUBLEASE SHALL BE DEEMED A SUBLEASE.
IN NO EVENT SHALL ANY SUBTENANT FURTHER SUBLET THE SPACE DEMISED TO IT OR ASSIGN
ITS SUBLEASE WITHOUT LANDLORD'S PRIOR CONSENT.
11.02
THE PROVISIONS OF SECTION 11.01 HEREOF SHALL NOT APPLY TO
TRANSACTIONS WITH A CORPORATION INTO OR WITH WHICH TENANT IS MERGED OR
CONSOLIDATED OR WITH AN ENTITY TO WHICH
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SUBSTANTIALLY ALL OF TENANT'S ASSETS ARE TRANSFERRED (PROVIDED SUCH MERGER OR
TRANSFER OF ASSETS IS FOR A GOOD BUSINESS PURPOSE AND NOT PRINCIPALLY FOR THE
PURPOSE OF TRANSFERRING THE LEASEHOLD ESTATE CREATED HEREBY, AND PROVIDED
FURTHER, THAT THE ASSIGNEE AFTER GIVING EFFECT TO SUCH MERGER OR SALE OF ASSETS
HAS A NET WORTH AT LEAST EQUAL TO OR IN EXCESS OF THE GREATER OF (I) THE NET
WORTH OF TENANT IMMEDIATELY PRIOR TO SUCH MERGER OR TRANSFER OR (II) THE NET
WORTH OF TENANT AS OF THE DATE HEREOF) OR, IF TENANT IS A PARTNERSHIP, WITH A
SUCCESSOR PARTNERSHIP.
11.03
ANY ASSIGNMENT OR TRANSFER, WHETHER MADE WITH LANDLORD'S CONSENT AS
REQUIRED BY SECTION 11.01 OR WITHOUT LANDLORD'S CONSENT PURSUANT TO
SECTION 11.02, SHALL BE MADE ONLY IF, AND SHALL NOT BE EFFECTIVE UNTIL, THE
ASSIGNEE SHALL EXECUTE, ACKNOWLEDGE AND DELIVER TO LANDLORD A RECORDABLE
AGREEMENT, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO LANDLORD, WHEREBY
THE ASSIGNEE SHALL ASSUME THE OBLIGATIONS AND PERFORMANCE OF THIS LEASE AND
AGREE TO BE BOUND BY AND UPON ALL OF THE COVENANTS, AGREEMENTS, TERMS,
PROVISIONS AND CONDITIONS HEREOF ON THE PART OF TENANT TO BE PERFORMED OR
OBSERVED AND WHEREBY THE ASSIGNEE SHALL AGREE THAT THE PROVISIONS OF
SECTION 11.01 HEREOF SHALL, NOTWITHSTANDING SUCH AN ASSIGNMENT OR TRANSFER,
CONTINUE TO BE BINDING UPON IT IN THE FUTURE.
TENANT COVENANTS THAT,
NOTWITHSTANDING ANY ASSIGNMENT OR TRANSFER, WHETHER OR NOT IN VIOLATION OF THE
PROVISIONS OF THIS LEASE, AND NOTWITHSTANDING THE ACCEPTANCE OF FIXED ANNUAL
RENT BY LANDLORD FROM AN ASSIGNEE OR TRANSFEREE OR ANY OTHER PARTY, TENANT SHALL
REMAIN FULLY AND PRIMARILY LIABLE FOR THE PAYMENT OF THE FIXED ANNUAL RENT DUE
AND TO BECOME DUE UNDER THIS LEASE AND FOR THE PERFORMANCE 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 FOR 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, BY WAY OF MORTGAGE, OR
OTHERWISE, 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 BE PERFORMED UNDER THIS LEASE, AND TENANT SHALL
CONTINUE LIABLE HEREUNDER.
IF ANY