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<br />9138-126780\1512539.3
<br />10.3 Excluded Transfers. Lessor’s consent, as set forth in Section 10.1, above, shall not
<br />be required for any Excluded Transfer (each party to whom an Excluded Transfer may be made is a
<br />“Permitted Transferee”), provided, however, that (1) Tenant shall notify Lessor of such Excluded
<br />Transfer at least twenty (20) days prior to the Excluded Transfer, and shall provide Lessor with
<br />information regarding the transferee evidencing that the Transfer falls within the scope of this
<br />Section 10.3 and the definition of Excluded Transfer, set forth in Section 1.1.21, above, and (2) if
<br />such Transfer involves an assignment of Tenant’s rights under this Lease, Tenant or such transferee
<br />shall provide Lessor with a written assumption of Tenant’s obligations and liabilities under this
<br />Lease executed by such transferee in a form approved by the Lessor, which approval shall not be
<br />unreasonably withheld, conditioned or delayed in the event that the assignment is consistent with the
<br />terms of this Lease; provided, however, that the provisions of this Section 10.3 shall not apply to any
<br />Transfer to a Foreclosure Transferee.
<br />10.4 Transfer Procedure. The provisions of this Section 10.4 shall not be applicable to
<br />an Excluded Transfer, which shall be governed by Sections 1.1.21 and 10.3, above. If Tenant desires
<br />at any time to enter into a Transfer for which Lessor’s consent is required hereunder, Tenant shall
<br />provide Lessor with written notice (“Transfer Notice”) at least ninety (90) days prior to the
<br />proposed effective date of the Transfer. The Transfer Notice shall include (i) the name and address
<br />of the proposed transferee, (ii) the nature of the Transfer (e.g., whether an assignment, sublease, etc.),
<br />(iii) the proposed effective date of the Transfer, (iv) income statements and “fair market” balance
<br />sheets of the proposed transferee for the two (2) most recently completed fiscal or calendar years
<br />(provided however, if the proposed transferee is a newly formed entity and has not been in existence
<br />for such two (2) year period, the financial statements submitted shall be those of its principals), (v) a
<br />detailed description of the proposed transferees qualifications and experience that demonstrates the
<br />transferee meets the criteria for a Tenant as established by this Lease, and (vi) a bank or other credit
<br />reference. Thereafter, Tenant shall furnish such supplemental information as Lessor may reasonably
<br />request concerning the proposed transferee. Lessor shall, no later than ninety (90) days after Lessor’s
<br />receipt of the information specified above, deliver written notice to Tenant which shall (i) indicate
<br />whether Lessor give or withhold consent to the proposed Transfer, and (ii) if Lessor withhold consent
<br />to the proposed Transfer, setting forth a detailed explanation of Lessor’s grounds for doing so. If
<br />Lessor consents to a proposed Transfer, then Tenant may thereafter effectuate such Transfer to the
<br />proposed transferee based upon the specific terms of the Lessor’s approval and after execution of a
<br />consent to assignment by Lessor in a form approved by the Lessor, which approval shall not be
<br />unreasonably withheld, conditioned or delayed in the event that the assignment is consistent with the
<br />terms of this Lease; provided, however, that the provisions of this Section 10.4 shall not apply to any
<br />Transfer to a Foreclosure Transferee.
<br />10.5 Liability of Transferors/Transferees For Lease Obligations. In the case of an
<br />assignment, including an assignment pursuant to Section 17.6.5, each Permitted Transferee and any
<br />other assignees or transferees of this Lease shall assume in writing all of Tenant’s obligations
<br />thereafter arising under this Lease. All assignees or transferees of any interest in this Lease or the
<br />Premises or Improvements (whether or not directly liable on this Lease) shall be subject to the terms,
<br />conditions, covenants, restrictions and reservations of this Lease. Except as otherwise provided in
<br />Section 17.6.5, the transferor may be released from all liability under this Lease only if the Permitted
<br />Transferee or other transferee agrees in writing to assume all of transferor’s obligations and liabilities
<br />and provides to Lessor evidence of sufficient and adequate assets, including any required insurance
<br />policies, subject to approval by Lessor, which approval shall not be unreasonably withheld, that
<br />evidence said Permitted Transferee’s or other transferees’ financial and o therwise competence to
<br />assume transferor’s obligations and liability (an “Approved Release”). Except as otherwise
<br />EXHIBIT 5
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