Common use of Assignment Subleasing Clause in Contracts

Assignment Subleasing. Licensee may not, directly or indirectly, assign this Agreement as a whole, or any portion of Licensee’s rights, title and interests hereunder without Licensor’s prior written consent. In no event may Licensee sublet, sublease, or permit any use of the Tower Facility or Licensed Space by any other party. Any permitted assignee shall expressly assume, and become bound by, all of Licensee’s obligations under this Agreement. Licensor may freely assign, transfer, or sublease this Agreement and, in such event, Licensor shall be relieved of all of its obligations under this Agreement from and after the date of such assignment or transfer. Licensee shall pay Licensor a fee of $500.00 (which fee shall increase annually on each anniversary of the Commencement Date by a percentage rate increase equal to the Annual Escalator) in each instance in which Licensee requests Licensor to consent to an assignment of this Agreement or in which Licensee seeks an estoppel certificate, non-disturbance agreement, subordination agreement or other similar agreement to defray the administrative cost incurred by Licensor to process such requests, prepare and process any necessary documentation, and modify its database and other information systems to reflect any such agreement. Such fee is due upon submission of Licensor’s request and is hereby deemed fully earned by Licensor upon receipt. Notwithstanding anything to the contrary, Licensor may condition its consent to any assignment, on among other things, (i) requiring that the assignee execute a new form of license agreement so long as the Monthly License Fee and Initial and Renewal Terms of such agreement are consistent with those set forth in this Agreement, and (ii) requiring the assignee to demonstrate that it maintains at the time of such assignment, as evidenced by current financial statements provided to Licensor, a financial position reasonably demonstrating the ability of such assignee to meet and perform the obligations of Licensee hereunder through the unexpired balance of the then current Initial Term or Renewal Term. Any purported assignment by Licensee in violation of the terms of this Agreement shall be void. This Agreement shall be binding upon the successors and permitted assigns of both Parties.

Assignment Subleasing. Licensee With the exception of a tenant that would render the Leased Premises or a portion thereof a "tax-exempt use property" within the meaning of Section 168(h) of the Code, Tenant may notassign its interest in this Lease and may sublet the Leased Premises in whole or in part, directly from time to time, without the consent of Landlord. Except for any right to place a lien on its personal property, Tenant shall have no rights to mortgage or indirectlyotherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate, assign this Agreement as Tenant shall provide Landlord with a whole, written summary of the material terms of such assignment or sublease prior to the commencement date thereof. Each sublease of the Leased Premises or any portion part thereof shall be subject and subordinate to the provisions of Licensee’s rights, title and interests hereunder without Licensor’s prior written consentthis Lease. In no event may Licensee sublet, sublease, No assignment or permit sublease shall affect or reduce any use of the Tower Facility or Licensed Space by any other party. Any permitted assignee shall expressly assumeobligations of Tenant hereunder, and become bound byall such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made. Notwithstanding any assignment or subletting, (i) Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all of Licensee’s its other obligations under this AgreementLease and (ii) Lease Guarantor shall continue to remain primarily liable for each of its payment and performance obligations under the Lease Guaranty. Licensor may freely assign, transfer, No assignment or sublease shall impose any obligations on Landlord under this Agreement andLease except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in such event, Licensor recordable form and (ii) an agreement executed and acknowledged by the assignee in recordable form wherein the assignee shall be relieved of agree to assume and agree to observe and perform all of its obligations under the terms and provisions of this Agreement Lease on the part of the Tenant to be observed and performed from and after the date of such assignment or transferassignment. Licensee In the case of a sublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease. Upon the occurrence of an Event of Default under this Lease, Landlord shall pay Licensor a fee have the right to collect and enjoy all rents and other sums of $500.00 (which fee shall increase annually on each anniversary money payable under any sublease of any of the Commencement Date by a percentage rate increase equal to the Annual Escalator) in each instance in which Licensee requests Licensor to consent to an assignment of this Agreement or in which Licensee seeks an estoppel certificate, non-disturbance agreement, subordination agreement or other similar agreement to defray the administrative cost incurred by Licensor to process such requests, prepare and process any necessary documentationLeased Premises, and modify its database Tenant hereby irrevocably and other information systems unconditionally assigns such rents and money to reflect any such agreement. Such fee is due Landlord, which assignment may be exercised upon submission and after (but not before) the occurrence of Licensor’s request and is hereby deemed fully earned by Licensor upon receipt. Notwithstanding anything to the contrary, Licensor may condition its consent to any assignment, on among other things, (i) requiring that the assignee execute a new form an Event of license agreement so long as the Monthly License Fee and Initial and Renewal Terms of such agreement are consistent with those set forth in this Agreement, and (ii) requiring the assignee to demonstrate that it maintains at the time of such assignment, as evidenced by current financial statements provided to Licensor, a financial position reasonably demonstrating the ability of such assignee to meet and perform the obligations of Licensee hereunder through the unexpired balance of the then current Initial Term or Renewal Term. Any purported assignment by Licensee in violation of the terms of this Agreement shall be void. This Agreement shall be binding upon the successors and permitted assigns of both PartiesDefault.

Assignment Subleasing. Licensee may not, directly (a) ASSIGNMENT SUBLETTING Tenant shall have the right to assign (but not to mortgage or indirectly, assign otherwise encumber) its interest in this Agreement as a whole, Lease and sublet the Leased Premises or any portion of Licensee’s rightspart thereof, title and interests hereunder without Licensor’s obtaining the prior written consentconsent of Landlord (but subject to the notice provisions of subsection (b) below), provided that Tenant remains fully liable under the terms and conditions of this Lease. In no event may Licensee subletTenant shall not mortgage or encumber its interest under this Lease without the prior written consent of Landlord and Lender, which consent shall not be unreasonably withheld, conditioned or delayed, subject to their then-current underwriting criteria for similar properties and transactions. Tenant shall deliver to Landlord a fully-executed duplicate original of any such assignment, sublease, encumbrance or permit other transfer within ten (10) days after Tenant's execution thereof Any attempted assignment, transfer or other encumbrance of this Lease or an or any use of the Tower Facility Tenant's rights hereunder or Licensed Space by interest herein not in accordance with this Paragraph 17 shall be void and of no force or effect Landlord's collection or acceptance of Basic Rent or Additional Rent from any other party. Any permitted assignee shall expressly assume, and become bound by, all not be construed either as waiving or releasing Tenant from any of Licensee’s its liabilities or obligations under this AgreementLease as a principal and not as a guarantor or surety. Licensor may freely assignAs security for this Lease, transferTenant hereby assigns to Landlord the rent due from any sublessee of Tenant. For any period during which there exists an Event of Default hereunder, Tenant hereby authorizes each such sublessee to pay said rent directly to Landlord as Basic Rent or sublease this Agreement and, in such event, Licensor shall be relieved Additional Rent hereunder upon receipt of all of its obligations under this Agreement notice from and after the date of such assignment or transfer. Licensee shall pay Licensor a fee of $500.00 (which fee shall increase annually on each anniversary of the Commencement Date by a percentage rate increase equal to the Annual Escalator) in each instance in which Licensee requests Licensor to consent to an assignment of this Agreement or in which Licensee seeks an estoppel certificate, non-disturbance agreement, subordination agreement or other similar agreement to defray the administrative cost incurred by Licensor to process such requests, prepare and process any necessary documentation, and modify its database and other information systems to reflect any such agreement. Such fee is due upon submission of Licensor’s request and is hereby deemed fully earned by Licensor upon receipt. Notwithstanding anything to the contrary, Licensor may condition its consent to any assignment, on among other things, (i) requiring that the assignee execute a new form of license agreement so long as the Monthly License Fee and Initial and Renewal Terms of such agreement are consistent with those set forth in this Agreement, and (ii) requiring the assignee to demonstrate that it maintains at the time of such assignment, as evidenced by current financial statements provided to Licensor, a financial position reasonably demonstrating the ability of such assignee to meet and perform the obligations of Licensee hereunder through the unexpired balance of the then current Initial Term or Renewal Term. Any purported assignment by Licensee in violation of the terms of this Agreement shall be void. This Agreement shall be binding upon the successors and permitted assigns of both PartiesLandlord specifying same.

Assignment Subleasing. Licensee may not, directly Tenant shall not assign or indirectly, assign in any manner transfer this Agreement as a wholelease, or any estate or interest therein or sublet the premises or any part thereof or grant any license, concession or other right of occupancy of any portion of Licensee’s rights, title and interests hereunder the premises without Licensor’s the prior written consentconsent of Landlord, which shall not be unreasonably withheld or delayed. In no event may Licensee subletConsent by Landlord to any assignment or subletting shall not operate as a waiver of Landlord’s rights as to any subsequent assignment or subletting. Notwithstanding any assignment or subletting, sublease, or permit Tenant and any use guarantor of the Tower Facility or Licensed Space by any other party. Any permitted assignee shall expressly assume, and become bound by, all of LicenseeTenant’s obligations under this Agreementlease shall at all times remain fully responsible and liable for the payment of the rent herein specified and for compliance with all of Tenant’s obligations under this lease. Licensor may freely assignIn the event of a transfer or assignment by landlord of its interest in this lease or its interest in the Building containing the premises, transfer, or sublease this Agreement and, in such event, Licensor Landlord shall thereby be relieved of any further obligations hereunder and all obligations of Landlord shall be obligations of Landlord’s successor in interest. Any security given by Tenant to secure the performance of Tenant’s obligations hereunder shall be assigned and transferred by landlord to such successor in interest, and Landlord shall be discarded of any further obligation related thereto. Tenant shall not mortgage, pledge or otherwise encumber its obligations interest in this lease or in the premises. If Tenant assigns or sublets all or a portion of the premises at a monthly rental in excess of the monthly rental Tenant is obligated to pay under this Agreement from and after the date terms hereof, such increased rent shall become the monthly rent due an payable by Tenant to Landlord for the terms of such assignment or transfer. Licensee shall pay Licensor a fee of $500.00 (which fee shall increase annually on each anniversary of the Commencement Date by a percentage rate increase equal to the Annual Escalator) in each instance in which Licensee requests Licensor to consent to an assignment of this Agreement or in which Licensee seeks an estoppel certificate, non-disturbance agreement, subordination agreement or other similar agreement to defray the administrative cost incurred by Licensor to process such requests, prepare and process any necessary documentation, and modify its database and other information systems to reflect any such agreement. Such fee is due upon submission of Licensor’s request and is hereby deemed fully earned by Licensor upon receipt. Notwithstanding anything to the contrary, Licensor may condition its consent to any assignment, on among other things, (i) requiring that the assignee execute a new form of license agreement so long as the Monthly License Fee and Initial and Renewal Terms of such agreement are consistent with those set forth in this Agreement, and (ii) requiring the assignee to demonstrate that it maintains at the time of such assignment, as evidenced by current financial statements provided to Licensor, a financial position reasonably demonstrating the ability of such assignee to meet and perform the obligations of Licensee hereunder through the unexpired balance of the then current Initial Term or Renewal Term. Any purported assignment by Licensee in violation of the terms of this Agreement shall be void. This Agreement shall be binding upon the successors and permitted assigns of both Partiessubletting.

Assignment Subleasing. Licensee may notThe Lessee shall not assign or sublet or otherwise transfer, directly voluntarily or indirectlyinvoluntarily, assign the whole or any part of the Premises or this Agreement as a wholeLease, or allow any portion of Licensee’s rights, title and interests hereunder other person to occupy the Premises without LicensorLessor’s prior written consent. In no event may Licensee sublet, subleasewhich consent shall not be unreasonably withheld or delayed, or permit any use provided the Lessee shall give Lessor written notice of the Tower Facility terms of the assignment, transfer or Licensed Space sublet and that the proposed assignee or sublessee is of good reputation and financial condition and its proposed use is permitted by all applicable by-laws and regulations and such proposed uses are reasonably compatible with the other tenants of the Building and do not pose a material risk of nuisance to such other tenants or involve the handling, storage, generation of hazardous substances in substantial quantities and provided further that Lessee shall pay all reasonable legal and other fees incurred by Lessor in connection with reviewing and approving any such assignment or sublet. The Lessee shall give the Lessor written notice of the terms of any proposed assignment or other partytransfer or sublease and such other information regarding the assignee or sublessee as Lessor shall reasonably require. Any permitted Notwithstanding such consent, Lessee shall remain fully liable to Lessor for the payment of all Rent and for the full performance of the covenants and conditions of this Lease. Upon any assignment or subletting, Lessee shall pay and deliver to Lessor any and all monies or other consideration payable or otherwise deliver to Lessee in connection with such assignment or sublease. It shall also be a condition of the validity of the assignment or sublet that the assignee shall expressly assumeor sublessee agree directly with Lessor, and become in form satisfactory to Lessor, to be bound by, by all of Licensee’s Lessee obligations under this AgreementLease. Licensor may freely assignThe acceptance by the Lessor of the payment of Base Rent or Additional Rent following an assignment, transfersublease or other transfer not approved shall not be deemed to be a consent by the Lessor to any such assignment, sublease or transfer nor shall the same constitute a waiver of any right or remedy of the Lessor. Notwithstanding the above paragraph, in the event the Lessee (i) sells substantially all of its assets, or sublease this Agreement and(ii) is a party to a merger or consolidation in which it is not the surviving party, in such event, Licensor the Lessor shall be relieved deemed to have consented to assignment of this Lease to the purchaser of the Lessee’s assets or the surviving or new entity arising from such merger or consolidation; provided, however, that such purchaser or surviving or new entity executes an assumption of all of its obligations under this Agreement from Lessee’s liabilities and after the date of such assignment or transfer. Licensee shall pay Licensor a fee of $500.00 (which fee shall increase annually on each anniversary of the Commencement Date by a percentage rate increase equal to the Annual Escalator) in each instance in which Licensee requests Licensor to consent to an assignment of this Agreement or in which Licensee seeks an estoppel certificate, non-disturbance agreement, subordination agreement or other similar agreement to defray the administrative cost incurred by Licensor to process such requests, prepare and process any necessary documentation, and modify its database and other information systems to reflect any such agreement. Such fee is due upon submission of Licensor’s request and is hereby deemed fully earned by Licensor upon receiptresponsibilities hereunder. Notwithstanding anything to the contrarycontrary in this Section 13, Licensor may condition its consent to any assignmentin the event a sublessee is paying the Lessee more per month than the Rent the Lessee is paying the Lessor per month, on among other thingsand such sublessee rents more than 10,000 square feet of space from the Lessee, the Lessee shall pay the Lessor one-half (i1/2) requiring that the assignee execute a new form of license agreement so long as the Monthly License Fee and Initial and Renewal Terms of such agreement are consistent excess (after the deduction of any brokerage commission paid by Lessee with those set forth in this Agreementrespect to such sublease) with its monthly payments of Base and Additional Rent. In the event such sublessee is subleasing a portion of the Premises from the Lessee, for purposes of determining whether the sublessee is paying the Lessee more than the Rent the Lessee is paying the Lessor (calculated separately for the Original Space and the New Space), the monthly Rent amount shall be multiplied by a fraction, the numerator of which shall be the square footage occupied by the subtenant, and the denominator of which shall be 96,000. The resulting product shall be compared with the rent paid by the sublessee. If the resulting product is more, one-half (ii1/2) requiring the assignee to demonstrate that it maintains at the time of such assignment, as evidenced by current financial statements provided to Licensor, a financial position reasonably demonstrating the ability of such assignee to meet and perform the obligations of Licensee hereunder through the unexpired balance of the then current Initial Term or Renewal Term. Any purported assignment excess (after the deduction of any brokerage commission paid by Licensee Lessee with respect to such sublease) shall be paid by the Lessee to the Lessor in violation of accordance with the terms first sentence of this Agreement paragraph. For purposes of this paragraph, rent actually paid each month by the sublessee shall be void. This Agreement shall be binding upon considered the successors rent the sublessee is paying the Lessee, whether or not the sublessee is in default on an obligation to pay a higher amount, and permitted assigns of both Partieswhether or not such payment includes an arrearage from a preceding month.

Assignment Subleasing. Licensee may not, directly or indirectly, Tenant shall not assign this Agreement as a wholeLease or sublet the whole or any part of the Leased Property without Landlord's prior written consent, which consent shall not be unreasonably withheld or delayed; it being agreed, however, that Landlord will give its consent to any sublease or assignment of all or any portion of Licensee’s rightsthe Leased Property to a GIGA Entity for the Permitted Use or to a successor entity by reason of merger or acquisition of substantially all of Tenant's stock or assets. Notwithstanding such consent, title Tenant shall remain liable to Landlord for the payment of all Base Rent, Additional Charges, any other charges due hereunder, and interests hereunder without Licensor’s prior written consent. In no event may Licensee sublet, sublease, or permit any use for the full performance of the Tower Facility or Licensed Space by any other party. Any permitted assignee shall expressly assume, covenants and become bound by, all of Licensee’s obligations under this Agreement. Licensor may freely assign, transfer, or sublease this Agreement and, in such event, Licensor shall be relieved of all of its obligations under this Agreement from and after the date of such assignment or transfer. Licensee shall pay Licensor a fee of $500.00 (which fee shall increase annually on each anniversary of the Commencement Date by a percentage rate increase equal to the Annual Escalator) in each instance in which Licensee requests Licensor to consent to an assignment conditions of this Agreement or in which Licensee seeks an estoppel certificate, non-disturbance agreement, subordination agreement or other similar agreement to defray the administrative cost incurred by Licensor to process such requests, prepare and process any necessary documentation, and modify its database and other information systems to reflect any such agreementLease. Such fee is due upon submission of Licensor’s request and is hereby deemed fully earned by Licensor upon receipt. Notwithstanding anything to the contrary, Licensor may condition its Landlord's consent to any assignmentsuch transfer, on among assignment or sublease will not be deemed a consent to any subsequent transfer, assignment or sublease. In the event of any such transfer, assignment or subletting, Tenant shall pay to Landlord as additional rent hereunder one hundred percent (100%) of all sums or other things, (i) requiring economic consideration that the assignee execute Tenant receives as a new form of license agreement so long as the Monthly License Fee and Initial and Renewal Terms result of such agreement are consistent with those set forth transfer, assignment or subletting, which exceed in the aggregate the total sums which Tenant is obligated to pay Landlord under this AgreementLease (in the case of a sublease, and (ii) requiring the assignee prorated to demonstrate reflect obligations allocable to that it maintains at the time of such assignment, as evidenced by current financial statements provided to Licensor, a financial position reasonably demonstrating the ability of such assignee to meet and perform the obligations of Licensee hereunder through the unexpired balance portion of the then current Initial Term or Renewal TermLeased Property). Any purported assignment by Licensee in violation In the event of a default under the terms of this Agreement Lease, if the Leased Property or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may at its option collect directly from assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due it by Tenant hereunder, and no such collection shall be void. This Agreement shall be binding upon construed to constitute a novation or a release of Tenant from the successors and permitted assigns further performance of both Partiesits obligations hereunder.

Assignment Subleasing. Licensee may notLESSEE agrees not to sell, directly assign, mortgage, pledge, franchise or indirectly, assign in any manner transfer this Agreement as a whole, Lease or any portion estate of Licensee’s rights, title interest thereunder and interests hereunder without Licensor’s prior written consent. In no event may Licensee sublet, sublease, not to sublet the Leased Premises or any part or parts thereof and not to permit any use licensee or concessionaire therein without the previous written consent of the Tower Facility or Licensed Space by any other party. Any permitted assignee shall expressly assume, and become bound by, all of Licensee’s obligations under this Agreement. Licensor may freely assign, transfer, or sublease this Agreement and, in such event, Licensor shall be relieved of all of its obligations under this Agreement from and after the date of such assignment or transfer. Licensee shall pay Licensor a fee of $500.00 (which fee shall increase annually on each anniversary of the Commencement Date by a percentage rate increase equal to the Annual Escalator) LESSOR in each instance in which Licensee requests Licensor first obtained. Consent to consent a subletting by LESSEE shall not be unreasonably withheld or delayed. Consent by LESSOR to an one assignment of this Agreement Lease or in which Licensee seeks an estoppel certificateto one subletting, non-disturbance agreementsale, subordination agreement mortgage, pledge or other transfer including licensing or the grant of a concession shall not be a waiver of LESSOR'S right under this Article as to any subsequent similar agreement action. Notwithstanding any assignment or subletting, LESSEE shall remain fully liable on this Lease and shall not be released from performing any of the terms, covenants and conditions of this Lease. If, any time during the term of this Lease, LESSEE (and/or the guarantor of LESSEE, if any) is a corporation or a trust (whether or not having shares of beneficial interest) and there shall occur any change in the identity of any of the persons then having power to defray control the administrative cost incurred by Licensor election or appointment of the directors, trustees, or other persons exercising like functions and managing the affairs of LESSEE to process such requestsother than the families of the principals of LESSEE, prepare and process any necessary documentationthe same shall be deemed an assignment requiring consent hereunder, and modify its database LESSEE shall so notify LESSOR thereof. This section shall not apply if the LESSEE (and/or guarantor, if any) named herein is a corporation and other information systems the outstanding voting stock thereof is listed on a recognized securities exchange or is wholly owned by another corporation whose outstanding voting stock is so listed. LESSOR'S rights to reflect assign this Lease are and shall remain unqualified. Upon any such agreement. Such fee is due upon submission bona fide sale of Licensor’s request the Leased Premises in an arms length transaction and is hereby deemed fully earned by Licensor upon receipt. Notwithstanding anything provided the purchaser agrees to assume all past and future obligations of LESSOR under this Lease, LESSOR shall thereupon and not otherwise be entirely freed of all obligations of the contrary, Licensor may condition its consent LESSOR hereunder and shall not be subject to any assignmentliability resulting from any act or omission or event occurring after such conveyance, on among except that any covenant or obligation of LESSOR hereunder affecting land owned by LESSOR shall continue for its term during such ownership, but no longer. Upon the sale or other things, (i) requiring that the assignee execute a new form transfer of license agreement so long as the Monthly License Fee and Initial and Renewal Terms of such agreement are consistent with those set forth LESSOR'S interest in this AgreementLease, LESSEE agrees to recognize and attorn to such transferee as LESSOR, and (ii) requiring LESSEE further agrees to execute and deliver a recordable instrument setting forth the assignee to demonstrate that it maintains at the time of such assignment, as evidenced by current financial statements provided to Licensor, a financial position reasonably demonstrating the ability of such assignee to meet and perform the obligations of Licensee hereunder through the unexpired balance of the then current Initial Term or Renewal Term. Any purported assignment by Licensee in violation of the terms provisions of this Agreement shall be void. This Agreement shall be binding upon the successors and permitted assigns of both Partiesparagraph.

Assignment Subleasing. Licensee may notThe Lessee shall not assign, directly sublet, mortgage, pledge encumber or indirectlyotherwise transfer the whole or any part of the Premises without Lessor’s prior written consent, assign this Agreement as a wholewhich consent shall not be unreasonably withheld or delayed, except that Lessor’s consent will not be required (but thirty (30) days prior written notice shall be given) for any sublease or assignment of all or any portion of Licenseethe Premises to affiliates or subsidiaries of Lessee, or to any successor resulting from an acquisition, merger or consolidation, provided such entity has a financial position equal or better to Xxxxxx’s rightsfinancial position of the date of execution of this Lease. Notwithstanding such consent, title Lessee shall remain liable to Lessor for the payment of all rent and interests hereunder without Licensor’s prior written consentfor the full performance of the covenants and conditions of this Lease. In no event may Licensee If this Lease is assigned or if the Premises or any part thereof is sublet, subleasethe Lessor may collect rent and other charges from the assignee or Sublessee and apply the net amount collected to the rent and other charges due from the Lessee hereunder, but no such assignment, subletting, collection, or permit modification of any use provisions of this lease shall be deemed to be a waiver of the Tower Facility Lessee’s covenant not to so assign or Licensed Space by any other party. Any permitted sublet or to be an acceptance of the assignee shall expressly assume, and become bound by, all or Sublessee as a Lessee or to be a release of Licensee’s the Lessee from is obligations under this AgreementLease. Licensor may freely assign, transfer, or sublease this Agreement and, in such event, Licensor The Lessee shall be relieved of responsible for all of its obligations under this Agreement from Lessor’s reasonable and after actual costs associated with the date of such assignment Assignment or transfer. Licensee shall pay Licensor Sublease, including but not limited to a management review fee of $500.00 (which fee shall increase annually on each anniversary 500, plus all of Lessor’s reasonable legal review fees.. Payment of these fees does not in any way guarantee the approval of the Commencement Date by a percentage rate increase equal assignment or sublease. The Lessee shall pay to the Annual Escalator) in each instance in Lessor, as and when the same becomes due under any permitted sublease, on half of any rent, additional rent and other sums received by the Lessee on account of such subletting which Licensee requests Licensor shall exceed the rent payable to consent to an assignment of this Agreement or in which Licensee seeks an estoppel certificate, non-disturbance agreement, subordination agreement or other similar agreement to defray the administrative cost Lessor hereunder and any reasonable expenses incurred by Licensor to process the Lessee in connection with such requests, prepare and process any necessary documentation, and modify its database and other information systems to reflect any such agreement. Such fee is due upon submission of Licensor’s request and is hereby deemed fully earned by Licensor upon receipt. Notwithstanding anything to the contrary, Licensor may condition its consent to any assignment, on among other things, (i) requiring that the assignee execute a new form of license agreement so long as the Monthly License Fee and Initial and Renewal Terms of such agreement are consistent with those set forth in this Agreement, and (ii) requiring the assignee to demonstrate that it maintains at the time of such assignment, as evidenced by current financial statements provided to Licensor, a financial position reasonably demonstrating the ability of such assignee to meet and perform the obligations of Licensee hereunder through the unexpired balance of the then current Initial Term or Renewal Term. Any purported assignment by Licensee in violation of the terms of this Agreement shall be void. This Agreement shall be binding upon the successors and permitted assigns of both Partiessubletting.