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NEGOTIATING KEY LEASE PROVISIONS A Landlord's Point of View - page 45 / 60

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the terms, provisions and covenants of this Lease. All Transfer agreements shall expressly provide that, in the event of a default by Tenant under this Lease, the Transferee covenants and agrees with Landlord, contemporaneously with receipt of written notice from Landlord that Tenant is in default of this Lease, and for so long as such default continues. but not for a period of time in excess of the term of the Transfer, to accept Landlord as Landlord of Transferee, to attorn to Landlord as Landlord, to thereafter perform all duties and responsibilities under the Transfer agreement directly to Landlord for Landlord's sole benefit, and to cure any default of Tenant under this Lease. Upon the occurrence of any default by Tenant, if the Premises or any part thereof are then sublet, Landlord. in addition to any other remedies herein provided or provided by law, may at its option collect directly from such subtenant all rents becoming due to Tenant under such sublease and apply such rent against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant's obligations under this Lease. Any sale, assignment, transfer or hypothecation of Tenant's interest under this Lease, and any proposed subletting or occupancy of the Premises not in compliance with this Article ___ shall be void and shall, at the option of Landlord exercisable by notice to Tenant, terminate this Lease.

Should Tenant desire to make a Transfer of the Premises, Tenant shall give not less than ninety (90) days' prior written notice thereof to Landlord, setting forth the name of the proposed Transferee, the term, use, rental rate and other relevant particulars of the proposed Transfer, including, without limitation, evidence satisfactory to Landlord that the proposed Transferee will not use, store or dispose of any Hazardous Materials in or on the Premises, and that the proposed Transferee will immediately occupy and thereafter use the Premises for the entire term of the Lease or the sublease (as the case may be). Such notice shall be accompanied, in the case of a sublease, by a copy of the proposed sublease, and in the case of any Transfer, any documents or financial information Landlord may require in order to make a determination as to the suitability of the Transferee.

In the event of any Transfer, Landlord shall receive as additional rent hereunder eighty percent (80%) of Tenant's Excess Rents derived from such Transfer. For the mutual benefit of Landlord and Tenant, Tenant shall use reasonable and good faith efforts to secure consideration from any such assignee, subtenant or transferee, which would be generally equivalent to then-current market rental, but in no event shall Tenant's monetary obligations to Landlord, as set forth in this Lease, be reduced. "Excess Rents" as used herein shall mean the difference between the Minimum Rent payments and other consideration paid or to be paid by the Transferee in connection with the Transfer of the Premises, and the Minimum Rent payments required under this Lease, less reasonable and customary attorneys' fees actually incurred by Tenant in connection with such Transfer. Landlord's share of such "Excess Rents" shall be due and payable upon the effective date of the Transfer.

In addition to Landlord's right of approval pursuant to Paragraph 14.2 above, and Landlord's right to share in Excess Rents pursuant to Paragraph 14.5 above, Landlord shall have the option, in the event of any proposed Transfer, to cancel this Lease as to the affected portion of the

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