EXHIBIT 10.6
OFFICE LEASE
PALO ALTO OFFICE CENTER
525 UNIVERSITY AVENUE. PALO ALTO. CALIFORNIA 94301
THIS LEASE
(this "Lease"), is made as of the 15th day of October,
2001,by and between C. M. CAPITAL
CORPORATION, a California corporation
("Landlord"), and BRIDGE BANK OF SILICON
VALLEY N. A., a Federally Chartered
National Bank ("Tenant").
WITNESSETH:
I. Premises. Landlord hereby leases to Tenant, and Tenant hereby
leases
from Landlord, for the term and subject to
the covenants hereinafter set forth,
to all of which Landlord and Tenant hereby
agree, those certain Premises (the
"Premises") known as Suites 101 and 103,
consisting of approximately 2,975
square feet of space on the I" floor of
that certain building (the "Building")
known as the Palo Alto Office Center and
located at 525 University Avenue in the
City of Palo Alto, County of Santa Clara.
State of California, which Premises
are delineated on EXHIBIT A attached hereto
and incorporated herein by this
reference.
2. Use. The Premises shall be used for a retail bank branch and
related
office use, together with related ancillary
uses and for no other business or
purpose, without written consent of
Landlord. Tenant shall not be permitted to
install any automatic teller machines
("ATM") outside of the Premises, nor shall
Tenant have the right to maintain any ATM
within the Premises which Tenant
advertises the use thereof at any time
beyond the normal business hours when the
Building is open to the general public.
Tenant shall not use, or permit the
Premises or any part thereof to be used,
for any purpose or purposes other than
the use described above; and no use shall
be made or permitted to be made of the
Premises, nor acts done therein, which will
increase the existing rate of
insurance upon the Building, or cause a
cancellation of any insurance policy
covering the Building, or any part thereof,
nor shall Tenant sell, or permit to
be kept, used or sold, in or about the
Premises, any article which may be
prohibited by the standard form of fire
insurance policies. If the existing rate
of any such insurance shall be increased or
any insurance policy covering the
Building cancelled for any reason described
above, then Landlord, in addition to
such other remedies as Landlord may have
hereunder or pursuant to law or equity,
shall be entitled to reimbursement from
Tenant upon written demand therefor for
the entire amount of said increase or any
additional amount which must be paid
for a new insurance policy. Tenant shall
not commit, or suffer to be committed,
any waste upon the Premises, or any public
or private nuisance, or other act or
thing which may disturb the quiet enjoyment
of any other tenant in the Building,
nor, without limiting the generality of the
foregoing, shall Tenant allow the
Premises to be used for any unlawful
purpose or activity. Tenant shall not use
any apparatus, machinery or device in or
about the Premises which shall make any
noise or set up any vibration or which
shall in any way increase the amount of
electricity, water or compressed air agreed
to be furnished or supplied under
this Lease (if any), and Tenant further
agrees not to connect with electric
wires, water or air pipes any apparatus,
machinery or device other than ordinary
office equipment without the written
consent of Landlord. Tenant shall, at its
sole cost and expense, comply with all of
the requirements of all municipal,
state and federal authorities now in force,
or which may hereafter be in force,
applicable to the Premises, and shall
faithfully observe in the use of the
Premises all municipal, state and federal
laws and regulations now in force or
which may hereafter be in force.
3. Term. The term of this Lease shall be for sixty (60) months,
commencing on December 1, 2001
("Commencement Date") and ending on November 30,
2006 ("Expiration Date"), unless sooner
terminated in accordance with the
provisions hereof, provided, however. that
the obligation to pay Rent shall not
begin until the earlier of (a) Tenant's
obtaining from the FDIC/OCC all
necessary approvals for the conducting of
its business at the Premises, or (b)
the Outside Approval Date, HOWEVER, such
Rent shall be calculated as of the
Commencement Date. If Landlord, for any
reason whatsoever, cannot deliver
possession of the Premises to the Tenant on
the Commencement Date, this Lease
shall not be void or voidable, nor shall
Landlord be liable to Tenant for any
loss or damage, actual, consequential or
otherwise, resulting therefrom, but in
that event no rent shall be payable by
Tenant to Landlord hereunder for the
period between the Commencement Date and
the dine when Landlord delivers
possession of the Premises. Within ten (10)
days of the Commencement Date,
Landlord and Tenant shall execute a
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memorandum specifying the Commencement Date
and the Expiration Date. However,
the Commencement Date shall occur as set
forth above whether or not such
memorandum is executed.
4. Rent. Tenant shall pay to Landlord the following amounts as rent
for
the Premises:
(a) During the term of this Lease, Tenant shall pay to Landlord,
as
base monthly rent (the "Base Rent"), the
following amounts, subject to increase
as provided in Paragraph 4(d) hereof: for
the period from the Commencement Date
through the first anniversary of the
Commencement Date the sum of Twelve
Thousand One Hundred Ninety-Seven and
50/100 Dollars ($12,197.50) per month
calculated as follows: $4.10 per rentable
square foot times 2,975, the rentable
square feet of the Premises.
(b) Additional Monthly Rent as that term is defined in Paragraph
34
hereof.
(c) Throughout the term of this Lease, Tenant shall pay, as
Additional
Rent, all other amounts of money and
charges required to be paid by Tenant under
this Lease, whether or not such amounts of
money or charges are designated
"Additional Rent." As used in this Lease,
the term "Rent" shall mean and include
all Base Rent, Additional Monthly Rent and
Additional Rent payable by Tenant in
accordance with this Lease.
(d) Tenant shall pay all Base Rent and Additional Monthly Rent
hereunder to Landlord, in advance, on or
before the first day of each and every
calendar month during the term of this
Lease. Tenant shall pay all Rent to
Landlord without notice, demand, deduction
or offset, in lawful money of the
United States of America, at the address of
Landlord specified in Paragraph 20
hereof, or to such other person or at such
other place as Landlord may from time
to time designate in writing.
(e) The monthly Base Rent shall be subject to adjustment on the
first
anniversary of the Commencement Date and on
each subsequent anniversary of that
date during the term of this Lease (each,
an "Adjustment Date") as set forth
below. The base for computing the
adjustment shall be the Consumer Price Index
for All Urban Consumers (San
Francisco/Oakland/San Jose Area; all items; 1982-84
equals 100) which is published by the
United States Department of Labor, Bureau
of Labor Statistics (the "CPI Index") most
recently prior to the previous
Adjustment Date (or, as to the first
Adjustment Date, most recently prior to the
Commencement Date) (the "Beginning Index").
If the CPI Index published most
recently prior to an Adjustment Date
("Extension Index") has increased from the
Beginning Index, the Base Rent for the
period commencing on such Adjustment Date
shall be an amount equal to the product of
(I) the Base Rent amount then in
effect immediately prior to such Adjustment
Date multiplied by (2) a fraction
the numerator of which is the Extension
Index and the denominator of which is
the Beginning Index. In no event shall the
Base Rent in effect during any Lease
Year be less than the Base Rent in effect
during the prior Lease Year. Upon
Landlord's determination of the Base Rent
to take effect on an Adjustment Date,
Landlord shall give notice to Tenant of
such new Base Rent (an "Adjustment
Notice"). Such determination shall be
binding on Tenant absent manifest error.
Unless Tenant notifies Landlord of Tenant's
objection to the Base Rent set forth
in an Adjustment Notice within ten (10)
days after delivery thereof, Tenant
shall be deemed to have accepted the
correctness of Landlord's determination of
the Base Rent. If any Adjustment Notice is
not given until after the respective
Adjustment Date, Tenant shall, at the time
of the payment of the next
installment of Base Rent, pay any amount of
Base Rent which was underpaid with
respect to the period from the Adjustment
Date to the first month as to which
Tenant begins paying Base Rent in the
amount reflected in such Adjustment
Notice.
5. Abandonment. Tenant shall not vacate or abandon the Premises at
any
time during the term of this Lease; and if
Tenant shall abandon, vacate or
surrender the Premises, or be dispossessed
by process of law, or otherwise, any
personal property belonging to Tenant and
left on the Premises shall be deemed
to be abandoned, at the option of Landlord,
and Landlord shall be entitled to
sell or otherwise dispose of such personal
property.
6. Condition of Premises; Alterations and Repairs.
(a) Tenant shall accept the Premises "as is" on the Commencement
Date.
Except as otherwise agreed in writing,
Landlord shall have no obligation to
construct or install any
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improvements in the Premises. Tenant's
taking possession of the Premises shall
constitute Tenant's acknowledgment that the
Premises are in all respects in the
condition in which Landlord is required to
deliver the Premises to Tenant under
this Lease and that Tenant has examined the
Premises and is fully satisfied with
the physical and environmental condition of
the Premises. Tenant acknowledges
that Landlord, its agents and employees and
other persons acting on behalf of
Landlord have made no representation or
warranty of any kind in connection with
any matter relating to the physical or
environmental condition, value, fitness,
use or zoning of the Premises.
(b) Tenant shall not alter, modify or
repair, and shall not permit the
alteration, modification or repair of, the
Premises or any part thereof, except
with Landlord's prior written consent in
each instance. Tenant hereby waives all
rights to make repairs at Landlord's
expense under sections 1941, 1941.1, 1942
and 1942.1 of the California Civil Code or
any similar statute or law. Unless
otherwise agreed in writing, all
alterations, improvements and changes that are
permitted hereunder, or that maybe required
either to the Premises or to the
Building as a result of any alteration,
modification or repair to the Premises,
shall be done by or under the direction of
Landlord, but at the sole cost and
expense of Tenant. All such alterations,
improvements and changes shall be done
in compliance with all applicable laws and
regulations, in accordance with plans
and specifications approved by Landlord, by
a licensed contractor approved by
Landlord. Title to all such alterations,
improvements and changes during the
term of this Lease shall remain the
property of Tenant until expiration or
sooner termination of this Lease, whereupon
title thereto shall immediately and
automatically pass to and become vested in
Landlord. All such alterations,
improvements and changes shall remain upon
and be surrendered with the Premises,
excepting however that at Landlord's
option, Tenant shall, at its sole expense,
when surrendering the Premises, remove any
or all alterations, improvements or
changes to the Premises and restore the
Premises (or such portion thereof as
Landlord has required) to the condition
existing as of the date Landlord
delivered possession of the Premises to
Tenant, before the last day of the term
of this Lease, or within thirty (30) days
after notice of election is given,
whichever is later. All damage or injury
done to the Premises by Tenant, or by
any person who may be in or upon the
Premises with the consent of Tenant, shall
be paid for by Tenant. Tenant shall at the
termination of this Lease, surrender
the Premises to Landlord in as good
condition and repair as reasonable and
proper use thereof will permit.
7. Indemnification of Landlord.
(a) Landlord shall not be liable to Tenant for any damage to or
loss or
theft of any property or for any bodily or
personal injury, illness or death of
any person in, on or about the Premises
arising at any time and from any cause
whatsoever unless caused by the gross
negligence or willful misconduct of
Landlord. Tenant waives all claims against
Landlord arising from any liability
described in this Paragraph 7(a) unless
caused by the gross negligence or
willful misconduct of Landlord.
(b) Tenant shall indemnify and defend Landlord, its directors,
officers, shareholders, employees, agents,
affiliates, subsidiaries, successors
and assigns against and hold harmless from
all claims, demands, liabilities,
damages, losses, costs and expenses,
including reasonable attorneys' fees and
disbursements (collectively, "Losses"),
arising from or related to any use or
occupancy of the Premises, or any condition
of the Premises, or any default in
the performance of Tenant's obligations, or
any damage to any property
(including property of employees, officers,
affiliates, subsidiaries, agents,
contractors, licensees and invitees of
Tenant (collectively, "Tenant's Agents"))
or any bodily or personal injury, illness
or death of any person (including any
Tenant's Agents) occurring in, on or about
the Premises or any part thereof
arising at any time and from any cause
whatsoever or occurring outside the
Premises when such damage, bodily or
personal injury, illness or death is caused
by any act or omission of Tenant or any of
Tenant's Agent. Tenant's indemnity
obligation under this Paragraph 7(b) shall
not extend to any Losses caused
solely by the gross negligence or willful
misconduct of Landlord or Landlord's
employees or agents (collectively,
"Landlord's Agents"), (but expressly
excluding the failure of Landlord or
Landlord's Agents to supervise Tenant or
Tenant's Agents). The provisions of this
Paragraph 7(b) shall survive the
termination of this Lease. Tenant agrees to
pay for all damage to the Building,
as well as all damage to tenants or
occupants thereof or their property caused
by misuse or neglect of the Premises, its
apparatus or appurtenances, by Tenant
of Tenant's Agents.
8. Insurance. Tenant agrees at its sole expense, to maintain in
full
force at all times
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during the Lease term a policy of property
damage insurance covering any and all
personal property of Tenant on the Premises
in the amount of its fill
replacement cost and a policy of commercial
general liability insurance. Each
such policy shall be issued by an insurer
acceptable to Landlord and shall
provide coverage in such amounts as
acceptable to Landlord from time to time.
Provided, however, Tenant must at a minimum
carry commercial general liability
and property damage insurance with a
combined single limit of at least
$1,000,000.00 per occurrence and
$3,000,000.00 general aggregate insuring
against personal or bodily injury or death
of persons occurring in, on or about
the Premises and the Building and any and
all liability of the insureds with
respect to the Building or arising our of
Tenant's maintenance, use or occupancy
of the Premises and the Building and all
areas appurtenant thereto. All
insurance policies obtained by Tenant with
respect to the Premises or any
property therein shall contain a waiver of
subrogation provision satisfactory to
Landlord. Said insurance is to be evidenced
by issuance of a certificate of
insurance to Landlord and such certificate
shall afford Landlord not less than
thirty (30) days' notice of
cancellation.
9. MAINTENANCE.
(a) Landlord shall maintain and repair the public and common areas
of
the Building, such as plazas, lobbies,
stairs, corridors and restrooms, the roof
and exterior elements of the building, and
the elevator, mechanical (heating,
ventilating and air conditioning) and
electrical systems of the Building
(excluding the portions of the plumbing,
mechanical and electrical systems
located within the Premises) and keep such
areas, elements and systems in
reasonably good order and condition. Any
damage in or to any such areas,
elements or systems caused by Tenant or any
agent, officer, employee,
contractor, licensee or invitee of Tenant
shall be repaired by Landlord at
Tenant's expense and Tenant shall pay to
Landlord, upon billing by Landlord, as
Additional Rent, the cost of such repairs
incurred by Landlord.
b) Tenant shall, at all times during the term of this Lease and
at
Tenant's sole cost and expense, maintain
and repair the Premises and every part
thereof and all equipment, fixtures and
improvements therein and keep all of the
foregoing clean and in good order and
operating condition, ordinary wear and
tear and damage thereto by fire or other
casualty excepted.
10. Entry by LANDLORD.
(a) Tenant shall permit Landlord and its agents to enter into and
upon
the Premises at all reasonable times, for
the purpose of inspecting the same and
performing other services, or for the
purpose of maintaining the Building or for
the purpose of making repairs, alterations
or additions to the Premises or any
other portion of the Building, including
the erection of scaffolding, props or
other mechanical devices, or for the
purpose of posting notices of non-
liability for alterations, additions or
repairs, or for the purpose of showing
the Premises to a prospective purchaser or
lender at any time during the term of
this Lease or to a prospective tenant at
any time within one hundred eighty
(180) days of the end of the term of this
Lease, all without any abatement of
rent to Tenant or liability for any loss of
occupation or quiet enjoyment of the
Premises thereby occasioned. Tenant shall
permit Landlord, at any time within
one hundred eighty (180) days prior to the
expiration of this Lease, to place
upon the windows and doors of the Premises
any usual or ordinary "for rent" or
"to lease" signs. Landlord and its agents
may, during such period, at reasonable
hours, enter upon the Premises and exhibit
the SAME TO PROSPECTIVE TENANTS.
(b) Notwithstanding anything to the contrary set forth in
Paragraph
10(a), Tenant may designate portions of the
Premises as "secured areas" should
Tenant require such areas for the purpose
of maintaining a vault or for securing
certain valuable property and confidential
information, and Landlord shall not
enter such secured areas except in the case
of an emergency or when accompanied
by a representative of Tenant. Landlord
shall have no right to keys for the
locks or doors to any vault, cash boxes or
filing drawers located within the
Premises.
11. SERVICES.
(a) Landlord shall furnish the Premises on Business Days
(Monday-Friday) during Business Hours
(Monday-Friday -- 8 AM. - 6 P.M.), as the
same may be determined from time to time by
Landlord, and while Tenant is not in
default under this Lease, and subject to
the regulations of the Building, the
following services: heat, air conditioning,
lighting and electricity for
personal computers and other portable
office equipment, provided that electrical
usage in
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excess of levels generally necessary for
ordinary general office purposes shall
be paid for by Tenant as provided below.
Landlord shall provide janitorial
service five (5) times per week. Landlord
shall provide unattended elevator
service and tower Building security service
during such hours as Landlord deems
appropriate. Tenant shall pay Landlord, in
addition to the payments described in
Paragraph 34, the cost of all other
services and utilities supplied to the
Premises not listed in this Paragraph.
Tenant shall have no right to abatement
of Rent hereunder or to termination of this
Lease when such failure is caused by
conditions beyond the reasonable control of
Landlord, including accidents,
repairs, strikes, labor disturbances or
labor disputes of any character, whether
resulting from or caused by acts of
Landlord or otherwise, nor shall any such
failure constitute an eviction; nor shall
Landlord be liable under any
circumstances for loss of or injury to
property, however occurring, through or
in connection with or incidental to the
furnishing of or failure to furnish any
of the foregoing.
(b) If Tenant requires heating, ventilating and air conditioning to
the
Premises other than during Business Hours
on Business Days, Landlord shall, upon
Tenant's request given not later than 3
P.M. of the Business Day on which Tenant
requires the after-hour service, and not
later than 3 P.M. on the Friday before
any Saturday or Sunday on which Tenant
requires such service, and not later than
3P.M. of the Business Day before any
holiday on which Tenant requires such
service, furnish such heating, ventilating
and air conditioning. If Tenant
receives such services, then Tenant shall
pay, upon demand, an amount equal to
Tenant's proportionate share of the actual
direct cost to Landlord in providing
the heating, ventilating and air
conditioning to Tenant and all other tenants of
the Building requesting such services
outside of Business Hours or Business
Days. All services and utilities for the
Premises not required to be furnished
by Landlord pursuant to the first sentence
of Paragraph 11(a) shall be paid for
by Tenant. If Tenant requires water, heat,
air conditioning, electric current,
elevator janitorial service in excess of
that provided for in Paragraph 11(a),
Landlord shall provide the same, at
Tenant's expenses, if reasonably available.
Tenant shall pay to Landlord upon demand
the cost of electricity consumed on the
Premises in amounts exceeding normal
general office usage or during times other
than Business Hours, as reasonably
estimated by Landlord. Landlord may install
an electric current or water meter
(including, without limitation, any
additional wiling, conduit or panel
required therefor) to measure the excess
electric current or water consumed by
Tenant or may cause the excess usage to be
measured by other reasonable methods (e.g.
by temporary "check" meters or by
survey). Tenant shall pay to Landlord upon
demand (i) the actual cost of any and
all water, heat, air conditioning, electric
current, janitorial, elevator or
other services and utilities required to be
furnished by Landlord as provided in
Paragraph 11(a); (ii) the actual cost of
installation, maintenance and repair of
any meter installed in the Premises; (iii)
any reasonable out-of-pocket cost
actually incurred by Landlord in keeping
account of or determining such excess
utilities or services furnished to Tenant.
Landlord's failure to bill Tenant for
any such excess utilities or services shall
not waive Landlord's right to bill
Tenant for excess use at a later time. If a
regular pattern of excess use is
established, Landlord may estimate such
excess use based on periodic sampling
and may periodically bill Tenant for such
estimated excess use not later than
twelve (12) months after the date of such
use.
12. Destruction of Premises.
(a) If the Building or the Premises, or any pan thereof, is damaged
by
fire or other casualty before the
Commencement Date or during the term of this
Lease, and this Lease is not terminated
pursuant to Paragraph 12(b) hereof,
Landlord shall repair such damage and
restore the Building and the Premises to
substantially the same condition in which
the Building and the Premises existed
before the occurrence of such fire or other
casualty and this Lease shall,
subject to this Paragraph 12(a), remain in
full force and effect. If such fire
or other casualty damages the Premises or
common areas of the Building necessary
for Tenant's use and occupancy of the
Premises and if such damage is not the
result of the negligence or willful
misconduct of Tenant or Tenant's agents,
officers, employees, contractors, licensees
or invitees, then during the period
the Premises are rendered unusable by such
damage, Tenant shall be entitled to a
reduction in Base Rent in the proportion
that the area of the Premises rendered
unusable by such damage bears to the total
area of the Premises. Landlord shall
not be obligated to repair any damage to,
or to make any replacement of, any
movable furniture, equipment, trade
fixtures or personal property in the
Premises. Tenant shall, at Tenant's sole
cost and expense, repair and replace
all such movable furniture, equipment,
trade fixtures and personal property.
Tenant hereby waives California Civil Code
sections 1932(2) and 1933(4).
(b) If the Building or the Premises, or any part thereof, is
damaged by
fire or other.
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casualty before the Commencement Date or
during the term of this Lease and (a)
such fire or other casualty occurs during
the last twelve (12) months of the
term of this Lease and the repair and
restoration work to be performed by
Landlord in accordance with Paragraph 12(a)
hereof cannot, as reasonably
estimated by Landlord, be completed within
two (2) months after the occurrence
of such fire or other casualty, or (b) the
insurance proceeds received by
Landlord in respect of such damage are not
adequate to pay the entire cost, as
reasonably estimated by Landlord, of the
repair and restoration work to be
performed by Landlord in accordance with
Paragraph 12(a) hereof, or (c) the
repair and restoration work to be performed
by Landlord in accordance with
Paragraph 12(a) hereof cannot, as
reasonably estimated by Landlord, be completed
within six (6) months after the occurrence
of such fire or other casualty, then,
in any such event, Landlord shall have the
right, by giving written notice to
Tenant within sixty (60) days after the
occurrence of such fire or other
casualty, to terminate this Lease of the
date of such notice. If Landlord does
not exercise the right to terminate this
Lease in accordance with this Paragraph
l2), Landlord shall repair such damage and
restore the Building and the Premises
in accordance with Paragraph 12(a) hereof
and this Lease shall, subject to
Paragraph 12(a) hereof, remain in full
force and effect. A total destruction of
the Building shall automatically termintate
this Lease effective as of the date
of such total destruction.
13. Eminent Domain. If the whole or any substantial part of the
Building or the parking area thereof shall
be taken or condemned by competent
authority for any public use or purpose,
the term of this Lease shall end upon,
and not before, the date when possession of
the part so taken shall be required
for such use or purpose. Rent shall be
apportioned as of the date of such
termination. Tenant shall be entitled to
receive any damages awarded by the
court for leasehold improvements installed
at Tenant's expense. The entire
balance of the award shall be the property
of Landlord.
14. Assignment and Subletting.
(a) Tenant shall not, directly or indirectly, without the prior
written
consent of Landlord (which consent shall
not be unreasonably withheld), assign
this Lease or any interest herein or
sublease the Premises or any part thereof,
or permit the use or occupancy of the
Premises by any person or entity other
than Tenant. Tenant shall not, directly or
indirectly, without the prior written
consent of Landlord, pledge, mortgage or
hypothecate this Lease or any interest
herein. This Lease shall not, nor shall any
interest herein, be assignable as to
the interest of Tenant involuntarily or by
operation of law without the prior
written consent of the Landlord. Any of the
foregoing acts without such prior
written consent of Landlord shall be void
and shall, at the option of Landlord,
constitute a default that entitles Landlord
to terminate this Lease. Without
limiting or excluding other reasons for
withholding Landlord's consent, Landlord
shall have the right to withhold consent if
the proposed assignee or subtenant
or the use of the Premises to be made by
the proposed assignee or subtenant is
prohibited by this Lease or if it is not
demonstrated to the satisfaction of
Landlord that the financial condition of
the proposed assignee or subtenant
meets Landlord's standards for other
tenants of the Building and that such
proposed assignee or subtenant is
financially able to perform all of the
obligations of Tenant under this Lease (as
evidenced by financial statements and
business and credit references acceptable
to Landlord). Tenant agrees that the
instrument by which any assignment or
sublease to which Landlord consents is
accomplished shall expressly provide that
the assignee or subtenant will perform
all of the covenants to be performed by
Tenant under this Lease (in the case of
a sublease, only insofar as such covenants
relate to the portion of the Premises
subject to such sublease) as and when
performance is due after the effective
date of the assignment or sublease and that
Landlord will have the right to
enforce such covenants directly against
such assignee or subtenant. Any
purported assignment or sublease without an
instrument containing the foregoing
provisions shall be void. Tenant shall in
all cases remain liable for the
performance by any assignee or subtenant of
all such covenants.
(b) If Tenant wishes to assign this Lease or sublease all or any
part
of the Premises, Tenant shall give written
notice to Landlord identifying the
intended assignee or subtenant by name and
address and specifying all of the
terms of the intended assignment or
sublease. Tenant shall give Landlord such
additional information concerning the
intended assignee or subtenant (including
complete financial statements and a
business history) or the intended assignment
or sublease (including true copies thereof)
as Landlord requests. For a period
of thirty (30) days after such written
notice and such additional information is
given by Tenant, Landlord shall have the
right, by giving written notice to
Tenant, (1) to consent in writing to the
intended assignment or sublease, unless
Landlord determines not to consent, or (2)
to enter into an assignment of this
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Initials [INITIALED HERE]
<PAGE>
Lease or a sublease of the Premises, as the
case may be, with the tenant upon
terms set forth in such written notice, or
(3) to terminate this Lease as it
relates to the Premises or the portion
thereof proposed to be assigned or sublet
by Tenant, which termination shall be
effective as of the date on which the
intended assignment or sublease would have
been effective if Landlord had not
exercised such termination right. If
Landlord elects to enter into an assignment
of this Lease or a sublease of the Premises
or to terminate this Lease, Landlord
may enter into a new lease or sublease
covering the Premises or any portion
thereof with the intended assignee or
subtenant on such terms as Landlord and
such assignee or subtenant may agree, or
enter into a new lease or sublease
covering the Premises or any portion
thereof with any other person or entity. In
such event, Tenant shall not be entitled to
any portion of the profit, if any,
which Landlord may realize on account of
such new lease. If Landlord elects to
terminate this Lease as it relates to the
Premises or the portion thereof
proposed to be assigned or sublet by
Tenant, then from and after the date of
such termination, Landlord and Tenant each
shall have no further obligation to
the other under this Lease with respect to
the Premises or the portion thereof
so terminated, except for matters occurring
or obligations arising or accruing
hereunder prior to the date of such
termination (including but not limited to,
any obligation applicable to Tenant's
surrender of the Premises) and those
provisions of this Lease that expressly
survive the expiration or other
termination of this Lease.
(c) If Landlord consents in writing, Tenant may complete the
intended
assignment or sublease subject to the
following covenants: (I) the assignment or
sublease shall be on the same terms as set
forth in the written notice given by
Tenant to Landlord, (2) no assignment or
sublease shall be valid and no assignee
or subtenant shall take possession of the
Premises or any part thereof until an
executed duplicate original of such
assignment or sublease, in compliance with
Paragraph 14(a) hereof, has been delivered
to Landlord, (3) no assignee or
subtenant shall have a right further to
assign or sublease, and (4) all "Excess
Rent" (as hereinafter defined) derived from
such assignment or sublease shall be
paid to Landlord (except as stated herein
below, Landlord shall only receive 50%
of any Excess Rent derived from a
sublease). Such Excess Rent shall be deemed to
be, and shall be paid by Tenant to Landlord
as, Additional Rent. Tenant shall
pay such Excess Rent to Landlord
immediately as and when such Excess Rent
becomes due and payable to Tenant. As used
in this Paragraph 14(c) "Excess Rent"
shall mean the amount by which the total
money and other economic consideration
to be paid by the assignee or subtenanr as
a result of an assignment or
sublease, whether denominated rent or
otherwise, exceeds, in the aggregate, the
total amount of Rent which Tenant is
obligated to pay to Landlord under this
Lease (prorated to reflect the rent
allocable to the portion of the Premises
subject to such assignment or
sublease),
