THAN THE ENTIRE PREMISES,
(B) BALANCE THE HVAC ON THE FLOOR CONTAINING THE PREMISES, AND (C) PERFORM ANY
ELECTRICAL OR PLUMBING WORK NECESSARY TO SEPARATE THE PORTION OF THE PREMISES
THAT IS TERMINATED FROM THE REMAINDER OF THE PREMISES.
IF LANDLORD DECLINES, OR
FAILS TO ELECT IN A TIMELY MANNER, TO RECAPTURE SUCH CONTEMPLATED TRANSFER SPACE
UNDER THIS SECTION 14.4, THEN, SUBJECT TO THE OTHER TERMS OF THIS ARTICLE 14,
FOR A PERIOD OF NINETY (90) DAYS (THE "NINETY DAY PERIOD") COMMENCING ON THE
LAST DAY OF SUCH THIRTY (30) DAY PERIOD, LANDLORD SHALL NOT HAVE ANY RIGHT TO
RECAPTURE THE CONTEMPLATED TRANSFER SPACE WITH RESPECT TO ANY TRANSFER MADE
DURING THE NINETY DAY PERIOD, PROVIDED THAT ANY SUCH TRANSFER IS SUBSTANTIALLY
ON THE TERMS SET FORTH IN THE INTENTION TO TRANSFER NOTICE, AND PROVIDED FURTHER
THAT ANY SUCH TRANSFER SHALL BE SUBJECT TO THE REMAINING TERMS OF THIS
ARTICLE 14.
IF SUCH A TRANSFER IS NOT SO CONSUMMATED WITHIN THE NINETY DAY
PERIOD (OR IF A TRANSFER IS SO CONSUMMATED, THEN UPON THE EXPIRATION OF THE TERM
OF ANY
32
TRANSFER OF SUCH CONTEMPLATED TRANSFER SPACE CONSUMMATED WITHIN SUCH NINETY DAY
PERIOD), TENANT SHALL AGAIN BE REQUIRED TO SUBMIT A NEW INTENTION TO TRANSFER
NOTICE TO LANDLORD WITH RESPECT ANY CONTEMPLATED TRANSFER, AS PROVIDED ABOVE IN
THIS SECTION 14.4.
14.5
EFFECT OF TRANSFER.
IF LANDLORD CONSENTS TO A TRANSFER, (I) THE
TERMS AND CONDITIONS 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 AN INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT, OR 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 FOUR PERCENT (4%), 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, OF FIFTY PERCENT (50%) OR
MORE OF THE PARTNERS, OR TRANSFER OF FIFTY PERCENT