NO IMPAIRMENT OF SECURITY.
LESSEE'S WRITTEN REQUEST TO
LESSOR FOR CONSENT TO AN ASSIGNMENT OR SUBLETTING OR OTHER FORM OF TRANSFER
SHALL BE ACCOMPANIED BY (A) THE NAME AND LEGAL COMPOSITION OF THE PROPOSED
TRANSFEREE; (B) THE NATURE OF THE PROPOSED TRANSFEREE'S BUSINESS TO BE CARRIED
ON IN THE PREMISES; (C) THE TERMS AND PROVISIONS OF THE PROPOSED TRANSFER
AGREEMENT; AND (D) SUCH FINANCIAL AND OTHER REASONABLE INFORMATION AS LESSOR MAY
REQUEST CONCERNING THE PROPOSED TRANSFEREE.
SECTION 11.06.
LESSOR'S RECAPTURE RIGHTS.
(A)
LESSOR'S RECAPTURE RIGHTS.
NOTWITHSTANDING ANY OTHER PROVISION OF
THIS ARTICLE 11, IN THE EVENT THAT LESSEE PROPOSES TO SUBLEASE OR ASSIGN OR
OTHERWISE TRANSFER ANY INTEREST IN THIS LEASE OR THE PREMISES OR ANY PART
THEREOF AFFECTING (COLLECTIVELY WITH ALL OTHER SUCH
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subleases, assignments, or transfers then in effect) more than sixty percent
(60%) of the square footage of the Rentable Area of the Premises ("Recapture
Space") for more than half of the then remaining Lease Term, then Lessor shall
have the option to recapture the Recapture Space by written notice to Lessee
("Recapture Notice") given within ten (10) business days after Lessor receives
any notice of such proposed assignment or sublease or other transfer ("Transfer
Notice").
A timely Recapture Notice terminates this Lease for the Recapture
Space, effective as of the date specified in the Transfer Notice.
If Lessor
declines or fails timely to deliver a Recapture Notice, Lessor shall have no
further right under this Section 11.06 to the Recapture Space unless it becomes
available again after transfer by Lessee.
(B)
CONSEQUENCES OF RECAPTURE.
TO DETERMINE THE NEW BASE RENT UNDER
THIS LEASE IF LESSOR RECAPTURES THE RECAPTURE SPACE, THE THEN CURRENT BASE RENT
(IMMEDIATELY BEFORE LESSOR'S RECAPTURE) UNDER THE LEASE SHALL BE MULTIPLIED BY A
FRACTION, NUMERATOR OF WHICH IS THE SQUARE FEET OF THE RENTABLE AREA RETAINED BY
LESSEE AFTER LESSOR'S RECAPTURE AND THE DENOMINATOR OF WHICH IS THE TOTAL SQUARE
FEET OF THE RENTABLE AREA BEFORE LESSOR'S RECAPTURE.
THE ADDITIONAL RENT, TO
THE EXTENT THAT IT IS CALCULATED ON THE BASIS OF THE SQUARE FEET WITHIN THE
PREMISES, SHALL BE REDUCED TO REFLECT LESSEE'S PROPORTIONATE SHARE BASED ON THE
SQUARE FEET OF THE PREMISES RETAINED BY LESSEE AFTER LESSOR'S RECAPTURE.
THIS
LEASE AS SO AMENDED SHALL CONTINUE THEREAFTER IN FULL FORCE AND EFFECT.
EITHER
PARTY MAY REQUIRE WRITTEN CONFIRMATION OF THE AMENDMENTS TO THIS LEASE
NECESSITATED BY LESSOR'S RECAPTURE OF THE RECAPTURE SPACE.
IF LESSOR RECAPTURES
THE RECAPTURE SPACE, LESSOR SHALL, AT LESSOR'S SOLE EXPENSE, CONSTRUCT, PAINT,
AND FURNISH ANY PARTITIONS REQUIRED TO SEGREGATE THE RECAPTURE SPACE FROM THE
REMAINING PREMISES RETAINED BY LESSEE.
ARTICLE XII
DEFAULTS; REMEDIES
SECTION 12.01.
DEFAULTS.
THE OCCURRENCE OF ANY ONE OR MORE OF THE
FOLLOWING EVENTS SHALL CONSTITUTE A MATERIAL DEFAULT AND BREACH OF THIS LEASE BY
LESSEE:
(A)
THE ABANDONMENT OF THE PREMISES BY LESSEE OR THE COMMISSION OF
WASTE AT THE PREMISES OR THE MAKING OF AN ASSIGNMENT OR SUBLETTING IN VIOLATION
OF ARTICLE XI, PROVIDED HOWEVER, ABANDONMENT SHALL BE CONSIDERED TO NOT