Nautilus 2009 Annual Report Download - page 247

(e) If remediation occurs pursuant to this Section 13.6, then the Option Closing shall occur no later than 10 business days after
the remediation is completed to the reasonable satisfaction of the lender (or Grayson County, if it is the Option Holder).
(f) If any period of remediation extends beyond the end of the Option Term, then the Base Rent between the end of the Option
Term and the Option Closing shall be $22,000.00 per month per month and the security deposit shall be $22,000.00 during such period.
(g) If Option Holder elects to exercise its right under Section 13.6(d)(iii) above, then the Base Rent from the end of the Option
Term to the termination of this Lease shall be $22,000.00, the security deposit shall be $22,000.00 after the end of the Option Term, and
the Term of this Lease shall be extended to December 31, 2014.
(h) Notwithstanding any provisions in the APA, this Section 13.6 shall apply to and govern the subject matter of contingency
for remediation of Hazardous Materials.
ARTICLE 14
TRANSFERS
Except as provided in this Article, Tenant shall not, without the prior consent of Landlord, make any Transfer.
14.1 Notice . Tenant shall notify Landlord of any proposed Transfer (a “Transfer Notice”).
The date of the proposed Transfer must be
not less than forty-five (45) days or more than one hundred eighty (180) days after the date of the Transfer Notice. The Transfer Notice shall
include a) the proposed effective date of the Transfer; b) all of the terms of the proposed Transfer and the consideration therefor, including,
without limitation, a calculation of the Transfer Premium (as defined below); c) the name and address of the Transferee; d) current financial
statements of the Transferee certified by an officer, partner or owner thereof; e)
any other information that will enable Landlord to determine the
financial responsibility, character, and reputation of the Transferee and the nature of such Transferee’s business; and f) the proposed use of the
Premises. Landlord shall respond to any properly delivered Transfer Notice within thirty (30) days.
14.2 Fees . Whether or not Landlord shall grant consent, Tenant shall pay Landlord concurrently with any request for consent, a
$1,000 administrative review and processing fee, as well as any reasonable legal fees incurred by Landlord, within thirty (30) days after written
request by Landlord.
14.3 Consent . Landlord’s consent shall not be required for any Permitted Transfer. Landlord shall not unreasonably withhold or
delay its consent to any other proposed Transfer. It shall be reasonable under this Lease and under any applicable Law for Landlord to withhold
consent to any proposed Transfer where one or more of the following apply, without limitation as to other reasonable grounds for withholding
consent:
14.3.1 The Transfer would be for less than the entire Premises.
14.3.2 The Transferee intends to use the Premises for purposes that are not permitted under this Lease.
14.3.3 The Transferee is either a governmental agency or instrumentality thereof.
14.3.4 The Transferee is not a party of reasonable financial worth or financial stability in light of the responsibilities involved
under the Lease on the date consent is requested, as determined by Landlord.
14.3.5 The Transfer would cause a violation of another lease or any agreement to which Landlord is a party.
14.4 Completion of Transfer . If Landlord consents to any Transfer (and does not exercise any recapture rights Landlord may have
under this Lease), Tenant may within six (6) months after Landlord’s consent, enter into the approved Transfer, upon substantially the same
terms and conditions as are set forth in the Transfer Notice. If there are any material changes in the terms and conditions from those specified in
the Transfer Notice a) such that Landlord would initially have been entitled to refuse its consent to such Transfer; or b) that would cause the
proposed Transfer to be more favorable to the Transferee than the terms set forth in the Transfer Notice, Tenant shall again submit the Transfer
to Landlord for its approval and other action under this Article (including, without limitation, exercise any of recapture rights Landlord may have
under this Lease).
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