WITH RESPECT TO LESS THAN THE ENTIRE PREMISES, THE RENT RESERVED HEREIN
SHALL BE PRORATED ON THE BASIS OF THE NUMBER OF RENTABLE SQUARE FEET RETAINED BY
TENANT IN PROPORTION TO THE NUMBER OF RENTABLE SQUARE FEET CONTAINED IN THE
PREMISES, AND THIS LEASE AS SO AMENDED SHALL CONTINUE THEREAFTER IN FULL FORCE
AND EFFECT, AND UPON REQUEST OF EITHER PARTY, THE PARTIES SHALL EXECUTE WRITTEN
CONFIRMATION OF THE SAME.
IF LANDLORD DECLINES, OR FAILS TO ELECT IN A TIMELY
MANNER TO RECAPTURE THE SUBJECT SPACE UNDER THIS SECTION 14.4, THEN, PROVIDED
LANDLORD HAS CONSENTED TO THE PROPOSED TRANSFER, TENANT SHALL BE ENTITLED TO
PROCEED TO TRANSFER THE SUBJECT SPACE TO THE PROPOSED TRANSFEREE, SUBJECT TO
PROVISIONS OF THIS ARTICLE 14.
14.5
EFFECT OF TRANSFER.
IF LANDLORD CONSENTS TO A
TRANSFER, (I) THE TCCS OF THIS LEASE SHALL IN NO WAY BE DEEMED TO HAVE BEEN
WAIVED OR MODIFIED, (II) SUCH CONSENT SHALL NOT BE DEEMED CONSENT TO ANY FURTHER
TRANSFER BY EITHER TENANT OR A TRANSFEREE, (III) TENANT SHALL DELIVER TO
LANDLORD, PROMPTLY AFTER EXECUTION, AN ORIGINAL EXECUTED COPY OF ALL
DOCUMENTATION PERTAINING TO THE TRANSFER IN FORM REASONABLY ACCEPTABLE TO
LANDLORD, (IV) TENANT SHALL FURNISH UPON LANDLORD'S REQUEST A COMPLETE
STATEMENT, CERTIFIED BY TENANT'S CHIEF FINANCIAL OFFICER, SETTING FORTH IN
DETAIL THE COMPUTATION OF ANY TRANSFER PREMIUM TENANT HAS DERIVED AND SHALL
DERIVE FROM SUCH TRANSFER, AND (V) NO TRANSFER RELATING TO THIS LEASE OR
AGREEMENT ENTERED INTO WITH RESPECT THERETO, WHETHER WITH OR WITHOUT LANDLORD'S
CONSENT, SHALL RELIEVE TENANT OR ANY GUARANTOR OF THE LEASE FROM ANY LIABILITY
UNDER THIS LEASE, INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH THE SUBJECT
SPACE.
LANDLORD OR ITS AUTHORIZED REPRESENTATIVES SHALL HAVE THE RIGHT AT ALL
REASONABLE TIMES TO AUDIT THE BOOKS, RECORDS AND PAPERS OF TENANT RELATING TO
ANY TRANSFER, AND SHALL HAVE THE RIGHT TO MAKE COPIES THEREOF.
IF THE TRANSFER
PREMIUM RESPECTING ANY TRANSFER SHALL BE FOUND UNDERSTATED, TENANT SHALL, WITHIN
THIRTY (30) DAYS AFTER DEMAND, PAY THE DEFICIENCY, AND IF UNDERSTATED BY MORE
THAN FIVE PERCENT (5%), TENANT SHALL PAY LANDLORD'S COSTS OF SUCH AUDIT.
14.6
ADDITIONAL TRANSFERS.
FOR PURPOSES OF THIS
LEASE, THE TERM "TRANSFER" SHALL ALSO INCLUDE (I) IF TENANT IS A PARTNERSHIP,
THE WITHDRAWAL OR CHANGE, VOLUNTARY, INVOLUNTARY OR BY OPERATION OF LAW, OR
TRANSFER OF FIFTY PERCENT (50%) OR MORE OF PARTNERSHIP INTERESTS, WITHIN A
TWELVE (12)-MONTH PERIOD, OR THE DISSOLUTION OF THE PARTNERSHIP WITHOUT
IMMEDIATE RECONSTITUTION THEREOF, AND (II) IF TENANT IS A CLOSELY HELD
CORPORATION (I.E., WHOSE STOCK IS NOT PUBLICLY HELD AND NOT TRADED THROUGH A
NATIONALLY RECOGNIZED EXCHANGE OR OVER THE COUNTER), (A) THE MERGER,
CONSOLIDATION OR OTHER REORGANIZATION OF TENANT IN WHICH THE HOLDERS OF TENANT'S
OUTSTANDING VOTING STOCK IMMEDIATELY PRIOR TO SUCH TRANSACTION OWN, IMMEDIATELY
AFTER SUCH TRANSACTION, SECURITIES REPRESENTING LESS THAN FIFTY PERCENT (50%) OF
THE VOTING POWER OF THE CORPORATION OR OTHER ENTITY SURVIVING SUCH TRANSACTION,
(B) THE SALE OR OTHER TRANSFER BY THE TENANT OF AN AGGREGATE OF FIFTY PERCENT
(50%) OR MORE OF THE