Common use of Assignment by Tenant Clause in Contracts

Assignment by Tenant. Tenant shall not voluntarily or by operation of law assign, transfer, mortgage, lease, sublet, grant, license or otherwise transfer or encumber all or any part of Tenant's interest in this Lease or in the Premises, or permit the use or occupancy of the Premises or any part thereof by anyone other than Tenant, without Landlord's prior written consent, which consent may be withheld or conditioned in Landlord's sole and absolute discretion. Landlord agrees to not unreasonably withhold its consent in the event Tenant requests to sublet under (a) or (b) below, provided that any proceeds payable to Tenant by reason of such subletting in excess of Rent due hereunder are paid to Landlord when due and provided that such entity agrees to otherwise fulfill the obligations of Tenant hereunder with respect to that portion of the Premises which are the subject of such subletting: (a) the entire Premises to an entity which on the effective date of such subletting satisfies the Financial Test (for purposes of applying the Financial Test such entity shall be treated as the proposed subtenant), and (b) any portion of the Premises which is architecturally divisible from the balance of the Premises, provided that the aggregate portion of the Premises permitted to be sublet under this subsection 12.1(b) does not exceed twenty percent (20%) of the square footage of the Premises at any time. Any attempted assignment, transfer, mortgage, use, lease, occupancy, encumbrance or subletting without such consent shall be void and shall constitute an Event of Default. In the event that Landlord furnishes such consent, Tenant shall pay all costs incurred by Landlord in connection with such consent, including attorney's fees.

Assignment by Tenant. Tenant shall not voluntarily or by operation of law assign, transfer, mortgage, lease, sublet, grant, license or otherwise transfer mortgage or encumber all this Lease, or any part of Tenant's interest in this Lease or in right hereunder, nor sublet the Premises, or permit the use or occupancy of the Leased Premises or any part thereof thereof, nor permit the Leased Premises to be used by anyone others without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed; provided that any such consent may be conditional upon Tenant's agreement that, any monthly rent or other than payment accruing to Tenant as the result of any such assignment, transfer or sublease, including any lump sum or periodic payment in any manner relating to such assignment, transfer or sublease, which is in excess of the Minimum Annual Rent and Additional Rent then payable by Tenant under the Lease shall be paid by Tenant to Landlord monthly as Additional Rent, excluding any reasonable expenses incurred by Tenant in connection with such assignment or subletting, e.g. legal fees and brokers' commissions. Except as set forth herein, without prior written consent of Landlord, this Lease and the interest of Tenant, or any assignee of Tenant, shall not pass by operation of law, nor shall it be subject to garnishment or sale under execution in any suit or proceeding which may be brought against or by Tenant, or any assignee of Tenant. No assignment of this Lease, sublease of all or any portion of the Leased Premises, or collection of rent from an assignee or subtenant (whether or not permitted by Landlord) shall relieve Tenant of its obligations hereunder. Any reasonable costs and expenses, including reasonable attorneys' fees incurred by Landlord in connection with any proposed or purported assignment, transfer or sublease shall be borne by Tenant and shall be payable to Landlord as Additional Rent within five (5) days of demand therefor. Notwithstanding anything herein to the contrary, Tenant shall have the right, without Landlord's prior written consent, which consent may be withheld to assign this Lease or conditioned in Landlord's sole and absolute discretion. Landlord agrees to not unreasonably withhold its consent in sublet the event Tenant requests to sublet under (a) or (b) below, provided that any proceeds payable to Tenant by reason of such subletting in excess of Rent due hereunder are paid to Landlord when due and provided that such entity agrees to otherwise fulfill the obligations of Tenant hereunder with respect to that portion of the Premises which are the subject of such subletting: (a) the entire Leased Premises to an entity which on any parent corporation of Tenant, or to any subsidiary of any parent corporation of Tenant, subject to the effective date of such subletting satisfies the Financial Test (for purposes of applying the Financial Test such entity shall be treated as the proposed subtenant), and (b) any portion of the Premises which is architecturally divisible from the balance of the Premises, provided that the aggregate portion of the Premises permitted to be sublet under this subsection 12.1(b) does not exceed twenty percent (20%) of the square footage of the Premises at any time. Any attempted assignment, transfer, mortgage, use, lease, occupancy, encumbrance or subletting without such consent shall be void and shall constitute an Event of Default. In the event that Landlord furnishes such consent, Tenant shall pay all costs incurred by Landlord in connection with such consent, including attorney's fees.following express conditions:

Assignment by Tenant. Tenant shall not voluntarily assign, mortgage or encumber this Lease, or any right hereunder, nor sublet the Leased Premises or any part thereof, nor permit the Leased Premises to be used by others without the prior written consent of Landlord, which consent shall be at Landlord's sole discretion. If Tenant is a corporation, unincorporated association or partnership, then the transfer, assignment or hypothecation of any stock or interest in such corporation, association or partnership so as to result in a change of fifty percent (50%) or more in the ownership thereof by the person, persons or entities owning said entity as of the date of this Lease, without the prior written consent of Landlord (which consent shall not be unreasonably withheld or delayed), shall be deemed an assignment made in breach of this covenant. Landlord's consent in any specific instance to any assignment, mortgage, encumbrance, subletting or use of the Leased Premises and its collection and acceptance of rent from any such approved assignee, subtenant or other occupant shall neither constitute a waiver of the provisions of this paragraph, nor be construed as permission of any subsequent assignment, mortgage, encumbrance, subletting or use without compliance with this paragraph. Without the prior written consent of Landlord, this Lease and the interest of Tenant, or any assignee of Tenant, shall not pass by operation of law law, nor shall it be subject to garnishment or sale under execution in any suit or proceeding which may be brought against or by Tenant, or any assignee of Tenant. No assignment of this Lease, sublease of all or any portion of the Leased Premises, or collection of rent from an assignee or subtenant (whether or not permitted by Landlord) shall relieve Tenant of its obligations hereunder. In the event that Landlord gives Tenant its written consent to assign, transfer, mortgageor sublet all or a portion of the Leased Premises to a third party which is unrelated to Tenant, leaseany monthly rent or other payment accruing to Tenant as the result of any such assignment, sublet, grant, license or otherwise transfer or encumber all sublease, including any lump sum or periodic payment in any part of Tenant's interest manner relating to such assignment, transfer or sublease, which is in this Lease or in the Premises, or permit the use or occupancy excess of the Premises Minimum Annual Rent and Additional Rent then payable by Tenant under the Lease shall be paid by Tenant to Landlord monthly as Additional Rent, excluding any reasonable expenses incurred by Tenant in connection with such assignment or subletting, e.g. legal fees and brokers' commissions. Landlord may require a certificate from Tenant specifying the full amount of any part thereof such payment of whatsoever nature. Any reasonable costs and expenses, including reasonable attorneys' fees incurred by anyone other than TenantLandlord in connection with any proposed or purported assignment, transfer or sublease shall be borne by Tenant and shall be payable to Landlord as Additional Rent within five (5) days of demand therefor. Notwithstanding anything herein to the contrary, Tenant shall have the right, without Landlord's prior written consent, which consent may be withheld to assign this Lease or conditioned in Landlord's sole and absolute discretion. Landlord agrees to not unreasonably withhold its consent in sublet the event Tenant requests to sublet under (a) or (b) below, provided that any proceeds payable to Tenant by reason of such subletting in excess of Rent due hereunder are paid to Landlord when due and provided that such entity agrees to otherwise fulfill the obligations of Tenant hereunder with respect to that portion of the Premises which are the subject of such subletting: (a) the entire Leased Premises to an entity which on any parent corporation of Tenant, or to any subsidiary of any parent corporation of Tenant, subject to the effective date of such subletting satisfies the Financial Test (for purposes of applying the Financial Test such entity shall be treated as the proposed subtenant), and (b) any portion of the Premises which is architecturally divisible from the balance of the Premises, provided that the aggregate portion of the Premises permitted to be sublet under this subsection 12.1(b) does not exceed twenty percent (20%) of the square footage of the Premises at any time. Any attempted assignment, transfer, mortgage, use, lease, occupancy, encumbrance or subletting without such consent shall be void and shall constitute an Event of Default. In the event that Landlord furnishes such consent, Tenant shall pay all costs incurred by Landlord in connection with such consent, including attorney's fees.following express conditions:

Assignment by Tenant. (a) Tenant shall not voluntarily or by operation of law assignhave the right, transferon notice to Landlord but without being required to obtain Landlord's consent, mortgage, lease, sublet, grant, license or otherwise transfer or encumber all or any part of to assign Tenant's interest in this Lease to any corporation or other entity: (i) into or with which Tenant shall be merged or consolidated, provided (x) in the Premisescase of a corporate assignee, that such assignee shall have (immediately after such merger or permit the use or occupancy of the Premises or any part thereof by anyone other than Tenant, without Landlord's prior written consent, which consent may be withheld or conditioned in Landlord's sole and absolute discretion. Landlord agrees consolidation) a net worth equal to not unreasonably withhold its consent in less than the event Tenant requests to sublet under (a) or (b) below, provided that any proceeds payable to Tenant by reason of assignor's net worth immediately preceding such subletting in excess of Rent due hereunder are paid to Landlord when due and provided that such entity agrees to otherwise fulfill the obligations of Tenant hereunder with respect to that portion of the Premises which are the subject of such subletting: (a) the entire Premises to an entity which on the effective date of such subletting satisfies the Financial Test (for purposes of applying the Financial Test such entity shall be treated as the proposed subtenant)assignment, and (by) any portion in the case of the Premises an assignee which is architecturally divisible from a partnership or similar entity, that the balance aggregate net operating income of both Tenant and the Premisesentity into or with which Tenant shall be merged or consolidated, for the fiscal year immediately preceding such merger or consolidation, shall be equal to not less than two (2) times the then current Annual Rental due under this Lease; (ii) to which Tenant shall sell all or substantially all of Tenant's stock or assets, provided that the aggregate portion assignor Tenant and such assignee shall have (immediately after such sale) a combined net worth equal to not less than the assignor's net worth immediately preceding the assignment; and/or (iii) which controls, is controlled by, or is under common control with, Tenant, provided that, in any of the Premises permitted events referred to be sublet under this subsection 12.1(bin clauses (i), (ii) does not exceed twenty percent and (20%iii) of the square footage of the Premises at any time. Any attempted assignmentabove, transfersuch merger, mortgage, use, lease, occupancy, encumbrance consolidation or subletting without such consent transfer shall be void for a valid business purpose and shall constitute an Event not principally for the purpose of Defaulttransferring this Lease. In the event that Landlord furnishes such consentall other instances, Tenant shall pay all costs incurred by have the right to assign this Lease, provided that Tenant shall have obtained the prior consent of Landlord thereto, which consent shall not be unreasonably withheld or unduly delayed, unless Landlord shall have the right to withhold its consent pursuant to the provisions of Subsection 16.01(c) below. Provided that Tenant's request for Landlord's consent to such proposed assignment shall state that Landlord shall be deemed to have granted such consent if Landlord does not respond to said request within ten (10) business days, then, if Landlord shall fail to consent to a proposed assignment or to notify Tenant in connection reasonable detail of Landlord's reasons for refusing to consent to any proposed assignment of this Lease within ten (10) business days after Tenant shall have requested such consent and furnished to Landlord the information and statement required pursuant to Subsection 16.01(c) below, then Landlord shall be deemed to have consented to such proposed assignment. For purposes of this Lease, without limiting the nature of what constitutes acceptable evidence, Landlord agrees that the certified statement of a certified public accountant (from a firm which shall be comprised of not less than twenty five (25) accountants) attesting to the "net worth" or the "net operating income" of the Tenant, assignee or subtenant, respectively, computed in accordance with such consentgenerally accepted accounting principles, including attorney's feesshall (except for the purpose of releasing assignor Tenant from its obligations hereunder in the case of an assignment to a person which has a net worth of $300,000,000, as provided in Subsection 16.01(b) below) be deemed conclusive and binding evidence of the same.

Assignment by Tenant. Tenant Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not voluntarily or by operation of law assign, transfer, mortgage, lease, sublet, grant, license or otherwise transfer mortgage or encumber this agreement, nor underlet, or suffer or permit the demised premises or any part thereof to be used by others, without the prior written consent of Landlord in each instance which consent will not be unreasonably withheld. If the Tenant desires to assign this Lease or sublet all or any part of the demised premises, it shall first notify the Landlord of such desire in writing. The Landlord shall thereupon have the right to terminate this Lease within ten (10) business days and retake possession of the portion of the premises proposed to be sublet or assigned. In such event the Tenant shall be released from its obligations under this Lease upon vacating the premises and paying all sums due Landlord under this Lease up to the time of such vacating. If Landlord elects not to terminate the Lease, the Tenant shall have the right with Landlord's written consent, which will not be unreasonably withheld to sublet all or any portion of the Demised Premises to any unrelated subtenant who has a net worth in excess of two million ($2,000,000.00) dollars. If Tenant so assigns or sublets at a rate of rent and any other charges in excess of the rate of rent and other charges being paid by Tenant to Landlord for the spaced involved, after deducting Tenant's interest in subletting costs, including the unamortized costs of leasehold improvements excluding computer floor and generator, brokerage commissions and reasonable attorney's fees, the Tenant shall pay Landlord 60% of such excess. Any such assignment or sublet shall be only for the use permitted on this Lease. The Tenant shall remain liable on this Lease or in the Premisesevent of such assignment or sublet. Tenant shall be responsible for Landlord's reasonable attorney's fees involved in said assignment or sublet. If this lease be assigned, or permit if the use or occupancy of the Premises demised premises or any part thereof be underlet or occupied by anyone anybody other than Tenant, without Landlord's prior written consentLandlord may, which after default by Tenant, collect rent from the assignee, under-tenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, under-tenant or occupant as tenant, as a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent may by Landlord to an assignment or underletting shall not in any wise be withheld or conditioned in Landlord's sole and absolute discretion. Landlord agrees construed to not unreasonably withhold its relieve Tenant from obtaining the express consent in the event Tenant requests writing of Landlord to sublet under (a) any further assignment or (b) below, provided that any proceeds payable to Tenant by reason of such subletting in excess of Rent due hereunder are paid to Landlord when due and provided that such entity agrees to otherwise fulfill the obligations of Tenant hereunder with respect to that portion of the Premises which are the subject of such subletting: (a) the entire Premises to an entity which on the effective date of such subletting satisfies the Financial Test (for purposes of applying the Financial Test such entity shall be treated as the proposed subtenant), and (b) any portion of the Premises which is architecturally divisible from the balance of the Premises, provided that the aggregate portion of the Premises permitted to be sublet under this subsection 12.1(b) does not exceed twenty percent (20%) of the square footage of the Premises at any time. Any attempted assignment, transfer, mortgage, use, lease, occupancy, encumbrance or subletting without such consent shall be void and shall constitute an Event of Defaultunderletting. In the event that the Tenant is a corporation, a transfer of the controlling stock interest of the Tenant shall not constitute an assignment of lease requiring the written consent of the Landlord. In the event that the Landlord furnishes grants such consentconsent in writing to any such assignment, or underletting, Tenant shall pay provide Landlord, with an executed counterpart of the instrument of assignment or sublease which shall contain provisions regarding the obligations of such assignee or sublessee satisfactory to Landlord. Notwithstanding the above, Tenant may sublease or assign all costs incurred by Landlord portions of the demised premises to a wholly-owned affiliate or subsidiary or in connection with a merger, acquisition, sale or consolidation without the consent of Landlord and Landlord shall not, under those circumstances have the right to recapture the demised premises. Tenant shall however, be required to notify Landlord within ten (10) days of such consentevent and provide Landlord with a copy of such sublease or assignment and Tenant shall continue to remain fully liable under the terms of this Lease. Notwithstanding anything to the contrary to this Lease, including attorneyTenant may assign or sublet this Lease without Landlord's feesconsent or right to recapture to Digital Restaurant Solutions, LLC, Priceline WebHouse Club, Inc., Xxxxxx Digital Corporation, Perfect YardSale, Inc., and Synapse Group, Inc. In addition, Tenant may permit any corporation or other business entities which, directly or indirectly control, are controlled by, or are under common control with Tenant or any of the above enumerated entities (herein referred to as a "Related Entity") to sublet all or part of the Premises for any of the purposes permitted to Tenant, or receive an assignment of this Lease provided that (i) Tenant shall not be in default in the performance of any of its material obligations under this Lease beyond the expiration of applicable notice and cure periods and (ii) ten (10) days prior to such subletting or assignment, Tenant furnishes Landlord with the name of any such Related Entity, together with a certification of Tenant, and such other proof as Landlord may reasonably request, that such subtenant/assignee is a Related Entity of Tenant. For the purposes hereof, "control" shall be deemed to mean direct or indirect ownership of not less than a majority of all of the voting stock of such corporation or a majority of the legal and equitable interest in any other business entities, or the power to direct the operation or management of such corporation or entity, by contract or otherwise. Notwithstanding any assignment or sublet, Tenant shall remain fully liable for all of the terms and conditions contained herein.

Assignment by Tenant. (a) Tenant shall not voluntarily acknowledges that Landlord has relied both on the business experience and creditworthiness of Tenant and upon the particular purposes for which Tenant intends to use the Properties in entering into this Lease. Any (i) assignment, sublease, transfer, conveyance, pledge or mortgage by Tenant, whether voluntary or involuntary, whether by operation of Law or otherwise, of any part or all of this Lease, or of any part or all of the leasehold estate created by this this Lease, or any interest herein, or (ii) any assignment, transfer, conveyance, pledge or mortgage of any stock, partnership, membership or other direct or indirect equity interests in Tenant, Guarantor or any Person or group of Persons controlling Tenant or Guarantor that results in a direct or indirect change of control of Tenant, whether voluntary or involuntary, whether by operation of law assign(for example, by merger) or otherwise, is defined in this Agreement as a “Transfer”. For purposes of this Article XV, “control” or “controlling” means shall mean, as applied to any Person or entity, the possession, directly or indirectly, of the power to direct the management and policies of that Person or entity, whether through ownership, voting control, by contract or otherwise. Except as otherwise expressly provided in this Lease, no Transfer shall occur without the prior written consent of Landlord, which consent will not be unreasonably withheld, conditioned or delayed by Landlord with respect to an assignment (but not a mortgage or pledge) of this Lease in its entirety by Tenant, considering such matters as the experience and financial strength of any assignee, the assumption by any assignee of all of Tenant’s obligations hereunder by undertakings enforceable by Landlord, and the transfer to or procurement by the proposed assignee of all necessary licenses and franchises in order to continue operating the Properties for the purposes herein provided, so long as Landlord is given at least 30 days prior written notice of such assignment accompanied by information about the proposed assignee (including financial statements of the proposed assignee and its direct and indirect equity owners), and provided further that at the time of such assignment no Event of Default (assuming with the giving of notice or the passage of time) will occur and be continuing. At the time of any assignment of this Lease which is approved in writing by Landlord, the assignee shall assume all of the obligations of Tenant under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Landlord. Such assignment of this Lease shall not relieve Tenant or Guarantor of its obligations respecting this Lease unless otherwise agreed to by Landlord. Any consent to any Transfer shall not be deemed to be a consent to any subsequent Transfer. Any transfer, mortgage, lease, sublet, grant, license assignment or otherwise transfer or encumber all or any part pledge of Tenant's interest in this Lease or by Tenant in the Premises, or permit the use or occupancy violation of the Premises or any part thereof by anyone other than Tenant, without Landlord's prior written consent, which consent may be withheld or conditioned in Landlord's sole and absolute discretion. Landlord agrees to not unreasonably withhold its consent in the event Tenant requests to sublet under (a) or (b) below, provided that any proceeds payable to Tenant by reason terms of such subletting in excess of Rent due hereunder are paid to Landlord when due and provided that such entity agrees to otherwise fulfill the obligations of Tenant hereunder with respect to that portion of the Premises which are the subject of such subletting: (a) the entire Premises to an entity which on the effective date of such subletting satisfies the Financial Test (for purposes of applying the Financial Test such entity this Lease shall be treated as the proposed subtenant), and (b) any portion of the Premises which is architecturally divisible from the balance of the Premises, provided that the aggregate portion of the Premises permitted to be sublet under this subsection 12.1(b) does not exceed twenty percent (20%) of the square footage of the Premises at any time. Any attempted assignment, transfer, mortgage, use, lease, occupancy, encumbrance or subletting without such consent shall be void and shall constitute an Event of Default. In the event that Landlord furnishes such consent, Tenant shall pay all costs incurred by Landlord in connection with such consent, including attorney's feesvoid.

Assignment by Tenant. Tenant shall not voluntarily or by operation of law assign, transfer, mortgage, lease, sublet, grant, license or otherwise transfer or encumber all or any part of may assign Tenant's ’s interest in this Lease or to a third party so long as (i) Tenant remains fully liable and responsible for the obligations imposed by this Lease and (ii) Landlord consents to such assignment, with such consent not to be unreasonably withheld. If Tenant shall desire Landlord’s consent to any assignment, Tenant shall notify Landlord in the Premises, or permit the use or occupancy of the Premises or any part thereof by anyone other than Tenant, without Landlord's prior written consentwriting, which consent may be withheld or conditioned in Landlord's sole and absolute discretion. Landlord agrees to not unreasonably withhold its consent in notice (the event Tenant requests to sublet under “Notice”) shall include (a) or (b) below, provided that any proceeds payable to Tenant by reason of such subletting in excess of Rent due hereunder are paid to Landlord when due and provided that such entity agrees to otherwise fulfill the obligations of Tenant hereunder with respect to that portion of the Premises which are the subject of such subletting: (ai) the entire Premises to an entity which on the proposed effective date of such subletting satisfies the Financial Test assignment, which shall not be less than thirty (for purposes 30) days nor more than one hundred eighty (180) days after the date of applying delivery of the Financial Test such entity shall be treated as Notice, (ii) all of the terms of the proposed subtenant)assignment and the consideration therefor, and (b) any portion including a calculation of the Premises which “Transfer Premium,” as that term is architecturally divisible from the balance of the Premisesdefined in Section 14.3, provided that the aggregate portion of the Premises permitted to be sublet under this subsection 12.1(b) does not exceed twenty percent (20%) of the square footage of the Premises at any time. Any attempted assignmentbelow, transfer, mortgage, use, lease, occupancy, encumbrance or subletting without such consent shall be void and shall constitute an Event of Default. In the event that Landlord furnishes such consent, Tenant shall pay all costs incurred by Landlord in connection with such consentassignment, the name and address of the proposed assignee, and a copy of all existing and/or proposed documentation pertaining to the proposed assignee, including attorney's feesall existing operative documents to be executed to evidence such assignment or the agreements incidental or related to such assignment, (iv) current financial statements of the proposed assignee certified by an officer, partner or owner thereof, and any other information required by Landlord, which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed assignee, nature of such assignee’s business and proposed use of the Subject Space, (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E, and (vi) such other information as Landlord may reasonably require. Any assignment made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under Section 19.1.

Assignment by Tenant. Tenant shall not voluntarily or by operation of law assign, transfer, mortgage, lease, sublet, grant, license or otherwise transfer or encumber all or any part of may assign Tenant's interest in this -------------------- Lease to a third party so long as (i) Tenant remains fully liable and responsible for the obligations imposed by this Lease and (ii) Landlord consents to such assignment, with such consent not to be unreasonably withheld. If Tenant shall desire Landlord's consent to any assignment, Tenant shall notify Landlord in writing, which notice (the "Notice") shall include (i)the proposed effective date of the assignment, which shall not be less than thirty (30) days nor more than one hundred eighty ( 180) days after the date of delivery of the Notice, (ii) all of the terms of the proposed assignment and the consideration therefor, including a calculation of the "Transfer Premium," as that term is defined in Section 14.3, below, in connection with such assignment, the name and address of ------------ the proposed assignee, and a copy of all existing and/or proposed documentation pertaining to the proposed assignee, including all existing operative documents to be executed to evidence such assignment or the agreements incidental or related to such assignment, (iv) current financial statements of the proposed assignee certified by an officer, partner or owner thereof, and any other information required by Landlord, which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed assignee, nature of such assignee's business and proposed use of the Subject Space, (v) an executed estoppel certificate from Tenant in the Premisesform attached hereto as Exhibit ------- E, or permit the use or occupancy of the Premises or any part thereof by anyone and (vi) such other than Tenant, information as Landlord may reasonably require. Any - assignment made without Landlord's prior written consentconsent shall, which consent may be withheld or conditioned in at Landlord's sole option, be null, void and absolute discretion. Landlord agrees to not unreasonably withhold its consent in the event Tenant requests to sublet under (a) or (b) below, provided that any proceeds payable to Tenant by reason of such subletting in excess of Rent due hereunder are paid to Landlord when due and provided that such entity agrees to otherwise fulfill the obligations of Tenant hereunder with respect to that portion of the Premises which are the subject of such subletting: (a) the entire Premises to an entity which on the effective date of such subletting satisfies the Financial Test (for purposes of applying the Financial Test such entity shall be treated as the proposed subtenant)no effect, and (b) any portion of the Premises which is architecturally divisible from the balance of the Premisesshall, provided that the aggregate portion of the Premises permitted to be sublet at Landlord's option, constitute a default by Tenant under this subsection 12.1(b) does not exceed twenty percent (20%) of the square footage of the Premises at any time. Any attempted assignment, transfer, mortgage, use, lease, occupancy, encumbrance or subletting without such consent shall be void and shall constitute an Event of Default. In the event that Landlord furnishes such consent, Tenant shall pay all costs incurred by Landlord in connection with such consent, including attorney's fees.Section 19.1.2

Assignment by Tenant. Tenant shall not voluntarily or by operation have the right, subject to the terms and conditions hereinafter set forth, without the consent of law assignbut with a minimum of sixty (60) days prior written notice to Landlord, transfer, mortgage, lease, sublet, grant, license or otherwise transfer or encumber all or any part of Tenant's interest in to assign this Lease or in the Premises, or permit the use or occupancy of the Premises or any part thereof by anyone other than Tenant, without Landlord's prior written consent, which consent may be withheld or conditioned in Landlord's sole and absolute discretion. Landlord agrees to not unreasonably withhold its consent in the event Tenant requests to sublet under (a) all or (b) below, provided that any proceeds payable to Tenant by reason of such subletting in excess of Rent due hereunder are paid to Landlord when due and provided that such entity agrees to otherwise fulfill the obligations of Tenant hereunder with respect to that portion of the Premises which are the subject of such subletting: (a) the entire Premises to an entity which on the effective date of such subletting satisfies the Financial Test (for purposes of applying the Financial Test such entity shall be treated as the proposed subtenant), and (b) any portion of the Premises to a corporation or other entity which controls, is architecturally divisible controlled by, or is under common control with, Tenant, or to a corporation or other entity resulting from the balance a merger or consolidation with Tenant, or to any person or entity which acquires substantially all of the Premises, assets of Tenant as a going concern; provided that (i) the aggregate portion assigning or subletting entity and any guarantor remains liable for all of Tenant's obligations hereunder; (ii) there exists no Event of Default under this Lease either at the time Tenant notifies Landlord of such proposed assignment or sublease or at the time such assignment or sublease is to become effective; (iii) Tenant delivers to Landlord an executed copy of the Premises permitted to be sublet under proposed sublease or assignment; (iv) the proposed sublease or assignment shall meet all use requirements and restrictions set forth in this subsection 12.1(bLease; and (v) does not exceed twenty percent (20%) the credit quality of the square footage proposed assignee shall be at least equal to that of Tenant; and (vi) in the event the assigning or subletting entity will not continue as a viable, going concern after the date of such assignment or sublease, the fair, salable value of the Premises at any timeassets of such assignee or sublessee must not be less than the amount that will be required to pay its probable liability on its existing debts as they mature. Any attempted assignment, transfer, mortgage, use, lease, occupancy, encumbrance or subletting without such consent The provisions of this Section 6.01 shall be void applicable only to the original Tenant pursuant to this Lease Agreement and shall constitute an Event not apply to any successive tenant as a result of Default. In the event that Landlord furnishes such consent, Tenant shall pay all costs incurred by Landlord in connection with such consent, including attorney's feesassignment of this Lease Agreement.