TO LANDLORD'S AND TENANT'S ABILITY TO RECAPTURE HAS BEEN
REACHED.
IF A PROPOSED SUB-SUBLEASING WOULD CAUSE THE 50% THRESHOLD TO BE
EXCEEDED, LANDLORD AND TENANT SHALL EACH HAVE THE RIGHT TO RECAPTURE THE PORTION
OF THE SPACE PROPOSED TO BE SUB-SUBLET THAT IS WITHIN THE DIRECT LEASE PREMISES
AND THE SUBLEASED PREMISES, RESPECTIVELY.
IN REGARD TO "PROFIT SHARING" AS
DEFINED IN SECTION 7.2(E) OF THE MODIFIED WILSON LEASE, "PROCEEDS" (AS USED
THEREIN) SHALL BE DEEMED TO INCLUDE PROCEEDS DERIVED FROM SUBLETTING, AS WELL AS
THE PROCEEDS FROM SUB-SUBLETTING.
TENANT SHALL HAVE NO OBLIGATION TO PROFIT
SHARE WITH LANDLORD UNLESS AND UNTIL THE AMOUNT OF THE PROCEEDS DERIVED FROM
SUBLETTING AND THE PROCEEDS DERIVED FROM SUB-SUBLETTING, IN THE AGGREGATE,
EXCEED THE THRESHOLD SET FORTH IN SECTION 7.2(E)(1) OF THE MODIFIED WILSON
LEASE.
BY WAY OF EXAMPLE, ASSUME TENANT'S RENT IS THEN $40.00 PER RENTABLE
SQUARE FOOT, SUBTENANT'S RENT IS THEN $20.00 PER RENTABLE SQUARE FOOT, AND
SUBTENANT SUB-SUBLEASES THE SUBLEASED PREMISES FOR $45.00 PER RENTABLE SQUARE
FOOT.
ASSUME SUBTENANT INCURS COSTS OF $3.00 PER RENTABLE SQUARE FOOT, WHICH
RESULTS IN NET PROCEEDS TO SUBTENANT OF $42.00 PER RENTABLE SQUARE FOOT.
BASED
ON THESE ASSUMPTIONS AND THE REQUIREMENT UNDER THE SUBLEASE THAT TENANT AND
SUBTENANT SHARE "PROCEEDS" RESULTING FROM SUB-SUBLETTING, TENANT RECEIVES AN
ADDITIONAL $11.00 PER RENTABLE SQUARE FOOT DERIVED FROM THE SUB-SUBLEASE.
TENANT OWES NO "PROFITS" TO LANDLORD BECAUSE TENANT HAS RECEIVED AN AMOUNT IN
THE AGGREGATE (I.E., $20.00 PLUS $11.00) THAT IS LESS THAN TENANT'S THEN RENT
UNDER THE LEASE ($40.00).
ANY REQUEST FOR APPROVAL DELIVERED TO TENANT PURSUANT
TO THE SUBLEASE SHALL SIMULTANEOUSLY BE DELIVERED TO LANDLORD SUCH THAT
LANDLORD'S AND TENANT'S APPROVAL PERIODS RUN CONCURRENTLY.
NOTWITHSTANDING THE
FOREGOING, SUBJECT TO THE PROVISIONS OF THE MODIFIED WILSON LEASE, SUBTENANT MAY
ASSIGN THE SUBLEASE, OR SUBLEASE ALL OR ANY PART OF THE SUBLEASED PREMISES,
WITHOUT OBTAINING LANDLORD'S CONSENT IF SUCH ASSIGNMENT OR SUBLEASE IS ONE FOR
WHICH LANDLORD'S CONSENT IS NOT REQUIRED UNDER THE MODIFIED WILSON LEASE (E.G.,
ASSIGNMENTS RESULTING FROM THE MERGER, CONSOLIDATION, OR OTHER CORPORATE
REORGANIZATION OF SUBTENANT, OR THE SALE OR TRANSFER OF THE CAPITAL STOCK OF
SUBTENANT AS SET FORTH IN SECTION 7.1(A) OF THE MODIFIED WILSON LEASE; AND
ASSIGNMENTS AND/OR SUBLEASES TO AN AFFILIATE OF SUBTENANT OR A PARENT OF
SUBTENANT AS SET FORTH IN SECTION 7.5), PROVIDED THAT REFERENCES TO "TENANT" IN
ARTICLE VII OF THE MODIFIED WILSON LEASE SHALL BE DEEMED REFERENCES TO
"SUBTENANT".
CONSENTS AND APPROVALS:
DURING THE TERM OF THE SUBLEASE, LANDLORD SHALL
CONTINUE TO HAVE ALL OF THE RIGHTS OF APPROVAL AND CONSENT SET FORTH IN THE
MODIFIED WILSON LEASE, AND TENANT SHALL HAVE THE RIGHTS OF APPROVAL AND CONSENT
SET FORTH IN THE SUBLEASE, SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:
IF LANDLORD GRANTS AN APPROVAL OR CONSENT OR GRANTS AN APPROVAL OR CONSENT
SUBJECT TO CONDITIONS, TENANT, IF SUBTENANT SO REQUESTS, SHALL GRANT THE SAME
APPROVAL WITHIN THE APPLICABLE TIME PERIOD UNDER THE SUBLEASE UNLESS IT
REASONABLY DETERMINES ANY OF THE FOLLOWING, IN WHICH EVENT IT MAY WITHIN