|
7 c I
<br /> Premises made by Lessor subsequent to the execution of this Lease by the Parties.
<br /> 10.4 Joint Assessment. If the Building is not separately assessed, Real Property Taxes allocated to the Building shall be an equitable
<br /> proportion of the Real Property Taxes for all of the land and improvements included within the tax parcel assessed, such proportion to be determined by
<br /> Lessor from the respective valuations assigned In the assessor's work sheets or such other information as may be reasonably available. Lessor's
<br /> reasonable determination thereof.In good faith,shall be conclusive.
<br /> 10.5 Personal Property Taxes. Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee (awned
<br /> Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee contained in the Premises. When
<br /> possible, Lessee shall cause its lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all other personal
<br /> property to be assessed and billed separately from the real property of Lessor. If any of Lessee's said property shall be assessed with Lessor's real
<br /> property. Lessee shall pay Lessor the taxes attributable to Lessee's property within 10 days after receipt of a written statement setting forth the taxes
<br /> applicable to Lessee's property.
<br /> 11. Utilities and Services. Lessee shall pay for all water, gas,heat,light,power, telephone, trash disposal and other utilities and services
<br /> supplied to the Premises, together with any taxes thereon. Notwithstanding the provisions of Paragraph 4.2, if at any time in Lessor's sole judgment.
<br /> Lessor determines that Lessee is using a disproportionate amount of water, electricity or other cornmonly metered utilities, or that Lessee is generating
<br /> i
<br /> such a large volume of trash as to require an increase in the size of the trash receptacle and/or an increase in the number of times per month that it is
<br /> emptied.then Lessor may increase Lessee's Base Rent by an amount equal to such increased costs. There shall be no abatement of Rent and Lessor
<br /> shall not be liable in any respect whatsoever for the inadequacy,stoppage, interruption or discontinuance of any utility or service due to riot,strike,labor
<br /> dispute.breakdown,accident,repair or other cause beyond Lessor's reasonable control or in cooperation with governmental request or directions,
<br /> 12. Assignment and Subletting,
<br /> 12.1 Lessor's Consent Required.
<br /> (a) Lessee shall not voluntarily or by operation of law asslgn, transfer, mortgage or encumber (collectively. "assign or
<br /> assignment")or sublet alt or any part of Lessee's]nterest in this Lease or in the Premises without Lessor's prior written consent,
<br /> (b) Unless Lessee is a corporation and its stock is publicly traded on a nationai stock exchange, a change in the control of
<br /> Lessee shall constitute an assignment requiring consent. The transfer, on a cumulative basis, of 25% or more of the voting control of Lessee shall
<br /> constitute a change in control for this purpose.
<br /> (c) The involvement of Lessee or its assets in any transaction, or series of transactions(by way of merger, sale. acquisilion,
<br /> financing, transfer, leveraged buy-out or otherwise). whether or not a formal assignment or hypothecation of this Lease or Lessee's assets occurs,
<br /> which results or will result in a reduction of the Net Worth of Lessee by an amourt greater than 25% of such Net Worth as it was represented at the
<br /> time of the execution of this Lease or at the time of the most recent assignment to which Lessor has consented, or as it exists immediately prior to said
<br /> transaction or transactions constituting such reduction, whichever was or is greater, shall be considered an assignment of this Lease to which Lessor
<br /> may withhold its consent. "Net Worth of Lessee"shall mean the net worth of Lessee(excluding any guarantors)eslabiished under generally accepted
<br /> accounting principes.
<br /> (d) An assignment or subletting without consent shall, at Lessor's option, be a Default curable after notice per Paragraph
<br /> 13.1(c), or a rioncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or
<br /> subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or(il}upon 30 days written notice, increase the monthly Base Rent to
<br /> 110% of the Base Rent then in effect. Further; in the event of such Breach and rental adjustment,(i)the purchase price of any option to purchase the
<br /> Premises held by Lessee shall be subject to similar adjustment to 110% of the price previously in effect. and (ii) all fixed and non-fixed rental
<br /> adjusimenis scheduled during the remainder of the Lease term shall be increased to 110%of the scheduled adjusted rent.
<br /> (e) Lessee's remedy for any breach of paragraph 12.1 by Lessor shall be limited to compensatory damages andlor,injunctive
<br /> relief,
<br /> (f) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Default at the lime
<br /> consent is requested.
<br /> (g) Notwithstanding the foregoing,allowing a de minimis portion of the Premises,ie. 20 square feet or less,to be'used by a
<br /> third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.
<br /> 12.2 Terms and Conditions Applicable to Assignment and Subletting.
<br /> (a) Regardless of Lessor's consent.. no assignment or subletting shall' (i)be effective without the express written assumption
<br /> by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, or (iii)alter the primary
<br /> liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. 11
<br /> (b) Lessor may accept Rent or performance of Lessee's obligations frorn any person other than Lessee pending approval or
<br /> disapproval of an assignment. Neither a delay in the approval or dlsapproval of such assignment nor the acceptance of Rent or performance shall
<br /> constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's Default or Breach.
<br /> (c) Lessor's consent to any assignment or subletting shall not constitute consent to any subsequent assignment or
<br /> subletting.
<br /> (d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone
<br /> W� PAGE 13 OF 23 �A
<br /> INITIALS INITIALS
<br /> 01999-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTN-14-2113E
<br /> a
<br /> i
<br /> 1
<br />
|