Common use of SUBLETTING AND ASSIGNING Clause in Contracts

SUBLETTING AND ASSIGNING. 9.1 Tenant shall not assign, mortgage or encumber this Lease, nor sublet, suffer or permit the Premises or any part thereof to be used by others, without the prior written consent of Landlord in each instance. If this Lease be assigned, or if the Premises or any part hereof be sublet or occupied by anyone other than Tenant, without Landlord's prior written consent, Landlord may collect from the assignee, subtenant or occupant, and apply the net amount collected to the Rent, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or tenant, of a release of Tenant from the further performance of its covenants herein contained. The consent by Landlord to an assignment or subletting shall not be construed to relieve Tenant from obtaining Landlord's written consent to any further assignment or subletting. Should Tenant desire to assign this Lease or any right or interest herein or sublet the Premises or any part thereof, Tenant shall give Landlord written notice of such desire, which notice shall contain (1) the name and address of the proposed assignee or subtenant and its form of organization, (2) the nature of the proposed assignee or subtenant's business to be conducted in the Premises, (3) the terms and conditions of the proposed assignment or sublease, and (4) financial statements for the three most recent completed fiscal years of the proposed assignee or subtenant and such other financial information as Landlord may request and a bank reference, together with a written request that Landlord approve such assignment or subletting. Together with the delivery of said notice, Tenant also shall pay to Landlord an administrative processing fee in the amount of $500.00, which fee shall be nonrefundable in any event, regardless of whether Landlord approves the proposed assignment or sublease (but also fully applicable to Landlord's costs and expenses incurred in reviewing said request, including, without limitation, attorney's fees).

SUBLETTING AND ASSIGNING. 9.1 Tenant Lessee shall not assignassign or otherwise transfer this Lease or any interest herein, mortgage and shall not sublet the Leased Premises or encumber this Leaseany portion thereof, nor subletor any right or privilege appurtenant thereto, or suffer or permit any other party to occupy or use the Leased Premises or any part thereof portion thereof, without the prior express written consent of Lessor, which consent may be withheld by Lessor in its sole and absolute discretion. Lessee shall not mortgage, pledge, hypothecate or otherwise encumber this Lease or any interest herein. Lessee shall reimburse Lessor on demand, as Additional Rent, for all reasonable expenses (including reasonable attorneys' fees) incurred by Lessor in connection with any such assignment or subletting. If Lessee wishes to enter into an assignment or sublease with respect to all or any portion of the Premises, Lessee shall deliver to Lessor (i) a true and complete copy of the proposed instrument containing all of the terms and conditions of such proposed assignment or sublease, (ii) a reasonably detailed description of the business operations proposed to be used conducted in the Leased Premises by otherssuch assignee or sublessee, (iii) such financial information concerning such proposed assignee or sublessee as Lessor may reasonably require, (iv) schematic plans and specifications for any alterations which Lessee or such assignee or sublessee seeks to make in connection with such proposed assignment or sublease (with complete plans and specifications to be submitted and approved prior to the commencement of any construction, as required under Section 10), and (v) a written agreement, in form reasonably approved by Lessor, between such proposed assignee or sublessee and Lessor in which such assignee or sublessee agrees with Lessor to perform and observe all of the terms, covenants and conditions of this Lease. Within thirty (30) days after receipt of the notice of the proposed assignment or subletting and the other information required to be provided to Lessor hereunder, Lessor shall notify Lessee in writing whether it consents to, or withholds its consent to, the proposed assignment or subletting. Failure of Lessor to so notify Lessee within such time period shall be deemed to constitute Lessor's withholding its consent to such assignment or subletting. If Lessor consents to such proposed assignment or subletting, then prior to such assignment or sublease becoming effective (and as a condition precedent to the effectiveness thereof), Lessee shall deliver to Lessor an original of the fully-executed instrument of assignment or sublease and of the agreement described in clause (v) above. Notwithstanding any such consent, the undersigned Lessee shall remain jointly and severally liable (along with each approved assignee or sublessee, who shall automatically become liable for all obligations of Lessee hereunder), and Lessor shall be permitted to enforce the provisions of this Lease directly against the undersigned Lessee and/or any assignee or sublessees without proceeding in any way against any other person. If Lessee enters into an assignment or sublease, then Lessee shall pay to Lessor as Additional Rent, within ten (10) days of receipt by Lessee, fifty (50%) percent of the amount by which (on a pro-rated basis in the case of a sublease covering less than all of the Leased Premises) the consideration, rent, or other charges payable to Lessee under such assignment or sublease exceed the sum of (i) the Rent to be paid hereunder, and (ii) Lessee's actual out-of-pocket payments to third parties for costs reasonably incurred in connection with such assignment or sublease (including advertising, architect's and engineer's fees and expenses, brokerage fees, legal fees, and fit-up costs) all amortized for these purposes over the term of this Lease (in the case of an assignment) or over the term of the sublease (in the case of a sublease). No consent to an assignment or sublease or collection of rent by Lessor directly from any assignee or sublessee, or failure so to collect such rent, shall be deemed a waiver of the provisions of this Section, an acceptance of such assignee or sublessee as a lessee hereunder, or a release of Lessee from direct and primary liability for the performance of all of the covenants of this Lease. Lessor's consent to an assignment or sublease shall not relieve Lessee from the obligation of obtaining the express consent of Lessor to any modification of such assignment or sublease, or any further assignment or sublease. In no event shall any party to an assignment or sublease, whether or not consented to, further assign, sublease or otherwise transfer all or any part of its interest in the Leased Premises without the prior written consent of Landlord Lessor in each instance, which consent may be withheld by Lessor in its sole and absolute discretion. If this Lease be assignedLessee shall not permit any other person or entity to occupy the Leased Premises for any purpose, whether as tenant at will or as tenant at sufferance or otherwise, or if the Premises by license, concession, or any part hereof be sublet other written or occupied by anyone other than Tenantverbal arrangement, except in accordance with the provisions of this Section. Notwithstanding the preceding provisions of this Section, without Landlordthe necessity of obtaining Lessor's prior written consent, Landlord may collect from the assignee, subtenant or occupant, and apply the net amount collected to the Rent, but no such assignment, subletting, occupancy or collection Lessee shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or tenant, of a release of Tenant from the further performance of its covenants herein contained. The consent by Landlord to an assignment or subletting shall not be construed to relieve Tenant from obtaining Landlord's written consent to any further assignment or subletting. Should Tenant desire entitled to assign this Lease to, or to enter into a sublease of all or any right portion of the Leased Premises to, (i) an entity into or interest herein with which Lessee is merged or sublet consolidated, or to which substantially all of Lessee's stock or assets are transferred, or (ii) any entity which controls or is controlled by Lessee or is under common control with Lessee, provided that in any such event: (a) the Premises or any part thereofsuccessor to Lessee has a net worth, Tenant shall give Landlord written notice computed in accordance with generally accepted accounting principles consistently applied, at least equal to the greater of such desire, which notice shall contain (1) the name and address net worth of the proposed assignee Lessee immediately prior to such merger, consolidation or subtenant and its form of organizationtransfer, or (2) the nature net worth of the proposed assignee or subtenant's business named Lessee on the date of this Lease; (b) proof of such net worth satisfactory to be conducted in Lessor shall have been delivered to Lessor at least ten (10) days prior to the Premises, (3) the terms and conditions effective date of the proposed assignment or subleasesuch transaction, and (4c) financial statements for in the three most recent completed fiscal years case of an assignment, the assignee agrees directly with Lessor, by written instrument in form satisfactory to Lessor, to be bound by all of the proposed assignee or subtenant obligations of Lessee hereunder, including the prohibition against further assignment and such other financial information as Landlord may request and a bank reference, together with a written request that Landlord approve such assignment or subletting. Together with the delivery of said notice, Tenant also shall pay to Landlord an administrative processing fee in the amount of $500.00, which fee shall be nonrefundable in any event, regardless of whether Landlord approves the proposed assignment or sublease (but also fully applicable to Landlord's costs and expenses incurred in reviewing said request, including, without limitation, attorney's fees).

SUBLETTING AND ASSIGNING. 9.1 (A) At any time after the expiration of Tenant's Operating Covenant, Tenant shall not assignhave the right, mortgage or encumber this Lease, nor sublet, suffer or permit the Premises or any part thereof subject to be used by others, without the prior written consent of Landlord in each instance. If this Lease be assigned, or if the Premises or any part hereof be sublet or occupied by anyone other than Tenant, without Landlord's prior written consent, Landlord may collect from the assignee, subtenant or occupant, and apply the net amount collected to the Rent, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or tenant, of a release of Tenant from the further performance of its covenants herein contained. The consent by Landlord to an assignment or subletting which shall not be construed to relieve Tenant from obtaining Landlord's written consent to any further assignment unreasonably withheld or subletting. Should Tenant desire delayed, to assign this Lease or any right or interest herein or sublet the Premises all or any part thereofof the Leased Premises once or more often. (B) If Tenant assigns this Lease or sublets all or any part of the Leased Premises, Tenant shall, subject to the provisions of paragraph (C) of this Article, remain liable and responsible under this Lease; PROVIDED, HOWEVER, in the case of an assignment, if this Lease shall continue in effect after the last day of the initial term hereof and if the assignee shall have assumed in writing in form reasonably satisfactory to Landlord the performance of the covenants and obligations of Tenant hereunder and delivered to Landlord a copy of such written assumption, Tenant shall give not be liable or responsible to Landlord written notice for any default or nonperformance by such assignee as tenant hereunder arising or occurring after the last day of such desirethe initial term hereof, which notice (C) Anything in this Lease to the contrary notwithstanding, it is agreed that at any time during the term of this Lease, Tenant shall contain have the right, without Landlord's consent, once or more often, to: (1) Sublease or license the name operations referred to in clauses (ii), (iii), (iv), (v) and address (vi) of paragraph (A) of the proposed assignee Article captioned "Use of Premises," or subtenant and its form grant concessions giving other parties the right to conduct such operations or any of organization, them. (2) Sublet the nature Leased Premises or assign this Lease (a) to any corporation (which term for the purposes of this paragraph shall include any form of business entity), which may, as the result of a reorganization, merger, consolidation, or sale of assets, succeed to the business now carried on by Tenant in the Metropolitan Area, or (b) to any subsidiary or affiliate corporation of Tenant, of "Parent Corporation", or of AMC Entertainment, Inc., a Delaware corporation ("AMCE"), which currently owns 100% of the proposed assignee issued and outstanding stock of Tenant named herein, which remains as such, or subtenant's business (c) to be conducted in the Premises, AMCE or to another corporation (3"PARENT CORPORATION") the terms and conditions which owns 100% of the proposed assignment issued and outstanding stock of Tenant, or sublease, and (4d) financial statements for the three most recent completed fiscal years to any corporation which acquires 50% or more of the proposed assignee issued and outstanding voting stock (or subtenant and such other financial information lesser percentage as Landlord may request and a bank referenceshall be sufficient to acquire voting control) of Tenant, together with a written request that Landlord approve AMCE, or of Tenant's Parent Corporation, or (e) to any corporation which operates at least 100 motion picture screens as of the end of the last complete calendar month immediately preceding any such assignment or subletting. Together with subletting and to any subsidiary or affiliate of such corporation, provided that such corporation duly and validly then guarantees the delivery performance of said noticethe obligations of such subsidiary or affiliate under this Lease, or (f) to any corporation which shall acquire the Leased Premises in a transaction whereby Tenant also shall pay continue to Landlord an administrative processing fee in have the amount of $500.00right to operate the Leased Premises pursuant to a sublease, which fee shall be nonrefundable in any event, regardless of whether Landlord approves the proposed assignment or sublease (but also fully applicable to Landlord's costs and expenses incurred in reviewing said request, including, without limitation, attorney's fees).management

SUBLETTING AND ASSIGNING. 9.1 Tenant shall not assign, mortgage or otherwise transfer or encumber this Lease, nor sublet, suffer or permit the Premises Lease or any part thereof to be used by othersportion of Tenant's interest herein, or sublet all or any portion of the Demised Premises without the first obtaining Landlord's prior written consent of Landlord in each instancethereto, which shall not be unreasonably withheld or delayed. If this Lease be assignedNotwithstanding the foregoing, or if the Premises or any part hereof be sublet or occupied by anyone other than Tenant, without Landlord's prior written consent, shall be entitled to sublet the Demised Premises or assign in whole or in part, its rights under the Lease to any affiliate or subsidiary of Tenant or any parent of Tenant or any successor of Tenant resulting from a merger or consolidation of Tenant into any entity under the "Common Control" of Tenant. Should Tenant sublet or assign all or a portion of the Demised Premises for an amount greater than the Rent Tenant is paying, whether or not such assignee or subtenant is under the Common Control of Tenant, the excess shall be retained in full by Tenant. If Landlord may collect from the assignee, subtenant consents to any assignment or occupant, and apply the net amount collected to the Rent, but no such assignment, subletting, occupancy or collection shall such consent will not be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or tenant, of a release of Tenant from the further performance of its covenants herein contained. The consent by Landlord to an assignment or subletting shall not be construed to relieve Tenant from obtaining Landlord's written consent to any further assignment subletting or sublettingassignment. Should Tenant desire to assign this Lease Duly xxxempted assignments, mortgages, subleases or any right or interest herein or sublet the Premises or any part thereof, Tenant shall give Landlord written notice of such desire, which notice shall contain (1) the name and address other encumbrances of the proposed assignee Demised Premises in violation of this paragraph shall be null and void. If Landlord consents to any subletting or subtenant and its form of organizationassignment, (2) or if Landxxxx'x xonsent is not required it shall nevertheless be a condition to the nature effectiveness thereof that a fully executed copy of the proposed assignee sublease or subtenant's business to assignment be conducted in the Premises, (3) the terms and conditions of the proposed assignment or sublease, and (4) financial statements for the three most recent completed fiscal years of the proposed assignee or subtenant and such other financial information as Landlord may request and a bank reference, together with a written request that Landlord approve such assignment or subletting. Together with the delivery of said notice, Tenant also shall pay furnished to Landlord an administrative processing fee and that any assignee assume in the amount writing all obligations of $500.00, which fee shall be nonrefundable in any event, regardless of whether Landlord approves the proposed assignment or sublease (but also fully applicable to Landlord's costs and expenses incurred in reviewing said requestTenant hereunder, including, without limitation, attorneythe obligation to only use the Demised Premises for the uses permitted hereunder. In the event of any subletting or assignment of the Demised Premises, whether or not Landlord's fees)consent is required, Tenant shall remain liable for all of the obligations of Tenant set forth herein. For the purposes of this paragraph, "Common Control" shall be defined as the percentage of shares, or the voting rights to said shares, which control the making of major corporate decisions.

SUBLETTING AND ASSIGNING. 9.1 Tenant shall not assign, mortgage or encumber this Lease, nor sublet, suffer or permit the Premises or any part thereof to be used by othersTenant, without the prior written consent of Landlord in each instance. If this Lease be assignedLandlord, or if the Premises or any part hereof be sublet or occupied by anyone other than Tenant, without Landlord's prior written consent, Landlord may collect from the assignee, subtenant or occupant, and apply the net amount collected to the Rent, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or tenant, of a release of Tenant from the further performance of its covenants herein contained. The which consent by Landlord to an assignment or subletting shall not be construed to relieve Tenant from obtaining Landlord's written consent to unreasonably withheld, conditioned or delayed, shall not assign, sublet, mortgage, hypothecate or suffer or permit any further assignment involuntary assignment, attachment or subletting. Should Tenant desire to assign execution upon this Lease or any right or interest herein or sublet the Premises or any part thereof. In the event of any assignment of this Lease made with or without Landlord’s consent, Tenant nevertheless shall give Landlord written notice remain liable for the performance of such desire, which notice shall contain (1) the name and address all of the proposed assignee or subtenant terms, conditions and covenants of this Lease. If Landlord gives its form of organizationconsent, (2) the nature it shall be a condition to effectiveness of the proposed sublease or assignment that a fully executed copy thereof (in form and substance approved by Landlord) be delivered to Landlord, and that any assignee or subtenant's business execute and deliver to Landlord an assumption of liability agreement in form satisfactory to Landlord, including an assumption by the assignee of all of the obligations of Tenant and the assignee’s ratification of and agreement to be conducted in bound by all the Premisesprovisions, (3) the waivers, terms and conditions of the proposed assignment this Lease. Consent to a subletting or subleaseassignment, in any one instance, shall not be deemed a consent to any further subletting or assignment. Tenant hereby collaterally grants, transfers and (4) financial statements for the three most recent completed fiscal years assigns to Landlord all rights, title and interest of the proposed assignee Tenant in and to any existing or subtenant and such other financial information as Landlord may request and a bank referencefuture subleases, together with a written request all rents and other payments arising out of any such subleases, for the purpose of securing all payments of rent by Tenant and the performance of all of Tenant’s obligations under this Lease, provided that so long as no default shall exist under this Lease beyond any applicable grace period, Tenant shall have the right to collect, but not more than thirty (30) days prior to accrual, all rents and other sums due under any such sublease. Notwithstanding the foregoing, Landlord approve such shall not withhold its consent to an assignment or subletting. Together subletting to an affiliate or subsidiary of Tenant or to any party resulting from a merger or consolidation with the delivery Tenant or any of said noticeits divisions, Tenant also shall pay subsidiaries or affiliates or to Landlord an administrative processing fee in the amount any party that purchases substantially all of $500.00, which fee shall be nonrefundable in any event, regardless Tenant’s assets and assumes substantially all of whether Landlord approves the proposed assignment or sublease (but also fully applicable to Landlord's costs and expenses incurred in reviewing said request, including, without limitation, attorney's fees)Tenant’s liabilities.

SUBLETTING AND ASSIGNING. 9.1 Tenant shall not assignassign this Lease or sublet all or any portion of the Demised Premises, whether voluntarily or by operation of law, without first obtaining Landlord’s prior written consent thereto, which consent shall not be unreasonably withheld, delayed or conditioned. If such consent is given, it will not release Tenant from its obligations hereunder and which will not be deemed consent to any further subletting or assignment. If Landlord consents to any such subletting or assignment, the same shall nevertheless be a condition to the effectiveness thereof that a fully executed copy of the sublease or assignment be furnished to Landlord and that any assignee assume in writing all obligations of Tenant hereunder. Tenant shall not mortgage or encumber this Lease, nor sublet, suffer or permit . Any agent employed by Tenant to complete a sublease of the Demised Premises or any part thereof to must be used approved by others, without the prior written consent of Landlord in each instanceLandlord. If this Lease be assigned, or if the Premises or any part hereof be sublet or occupied by anyone other than Tenant, without Landlord's prior written consent, Landlord may collect from the assignee, subtenant or occupant, and apply the net amount collected Notwithstanding anything to the Rentcontrary set forth in this Lease, but no such assignment, subletting, occupancy or collection Tenant shall be deemed a waiver of this covenant, or have the acceptance of the assignee, subtenant or tenant, of a release of Tenant from the further performance of its covenants herein contained. The consent by Landlord to an assignment or subletting shall not be construed to relieve Tenant from obtaining Landlord's written consent to any further assignment or subletting. Should Tenant desire right to assign this Lease to a Permitted Transferee (defined below) or sublease all or any right or interest herein or sublet portion of the Premises to a Permitted Transferee, without the consent of Landlord. For purposes of this Lease a “Permitted Transferee” shall be any of the following entities: (i) an Affiliate (defined below) of Tenant; (ii) any corporation, limited partnership, limited liability partnership, limited liability company or other business entity into which or with which Tenant, or its corporate successors or assigns, is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities and (iii) any part thereofcorporation, Tenant shall give Landlord written notice limited partnership, limited liability partnership, limited liability company or other business entity acquiring all or substantially all of Tenant’s assets or securities, and in the case of the acquisition of assets, so long as tenant’s obligation hereunder are assumed by the acquiring such desireassets; provided, which notice shall contain however, that such Permitted Transferee has a net worth on a consolidated basis computed in accordance with (and including such consolidated entities as required by) generally accepted accounting principles at least equal to the greater of (1) the name and address net worth of the proposed assignee Tenant immediately prior to such merger, consolidation, acquisition or subtenant and its form of organizationtransfer, or (2) the nature net worth of Tenant herein named on the proposed assignee or subtenant's business to be conducted in the Premises, (3) the terms and conditions date of the proposed assignment or sublease, and (4) financial statements for the three most recent completed fiscal years of the proposed assignee or subtenant and such other financial information as Landlord may request and a bank reference, together with a written request that Landlord approve such assignment or subletting. Together with the delivery of said notice, Tenant also shall pay to Landlord an administrative processing fee in the amount of $500.00, which fee shall be nonrefundable in any event, regardless of whether Landlord approves the proposed assignment or sublease (but also fully applicable to Landlord's costs and expenses incurred in reviewing said request, including, without limitation, attorney's fees)this Lease.

SUBLETTING AND ASSIGNING. 9.1 A. If Tenant shall not assign, mortgage or encumber this Lease, nor sublet, suffer or permit the Premises or any part thereof to be used by others, without the prior written consent of Landlord in each instance. If this Lease be assigned, or if the Premises or any part hereof be sublet or occupied by anyone other than Tenant, without Landlord's prior written consent, Landlord may collect from the assignee, subtenant or occupant, and apply the net amount collected to the Rent, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or tenant, of a release of Tenant from the further performance of its covenants herein contained. The consent by Landlord to an assignment or subletting shall not be construed to relieve Tenant from obtaining Landlord's written consent to any further assignment or subletting. Should Tenant desire to assign this Lease or any right or interest herein or to sublet the Demised Premises in whole or any part thereofin part, Tenant shall give submit to Landlord a written notice of request for Landlord's consent to such desireassignment or subletting, which notice request shall contain or be accompanied by the following information: (1i) the name and address of the proposed assignee or subtenant and its form of organization, subtenant; (2ii) a description identifying the nature of the proposed assignee or subtenant's business space to be conducted in the Premises, assigned or sublet; (3iii) the terms and conditions (financial and otherwise) of the proposed assignment or sublease, subletting; (iv) the nature and (4) financial statements for character of the three most recent completed fiscal years business of the proposed assignee or subtenant and such of its proposed use of the Demised Premises; and (v) current financial information and any other financial information as Landlord may reasonably request with respect to the proposed assignee or subtenant and a bank reference, together with a written request that Landlord approve such the proposed assignment or subletting. Together with Landlord shall have the delivery option, to be exercised by notice given to Tenant within thirty (30) days after the later of (a) receipt of Tenant's request for consent or (b) receipt of such further information as Landlord may reasonably request pursuant to clause (v) above to require a surrender of the Demised Premises or the portion thereto involved as of a date to be specified in said notice, Tenant also notice (the "Termination Date") which shall pay to Landlord an administrative processing fee in not be earlier than one day before the amount effective date of $500.00, which fee shall be nonrefundable in any event, regardless of whether Landlord approves the proposed assignment or sublease subletting or later than sixty-one (but also fully applicable 61) days after said effective date, in which event Tenant shall vacate and surrender the Demised Premises or the portion thereto involved on or before the Termination Date and the term of this Lease shall end on the Termination Date as if that were the Expiration Date. Notwithstanding anything to the contrary contained in the foregoing, if Tenant wishes to assign or sublet, Tenant shall notify Landlord of its intention to do so (prior to identifying an assignee or subtenant), with the proposed effective date thereof (and in the case of a partial sublet, identifying the space to be sublet). This notice shall be deemed to trigger Landlord's costs recapture right. If Landlord does not elect to recapture within thirty (30) days after Tenant's notice, then Tenant shall have six (6) months to enter into an agreement with a proposed assignee or subtenant, subject to the terms and expenses incurred in reviewing provisions of this Article, and submit same to Landlord for approval, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, if Landlord does elect to recapture hereunder within said thirty (30) day period, Tenant may within five (5) business days of Landlord's election rescind its request, includingand accordingly, without limitation, attorney's fees)this Lease shall continue in full force and effect.

SUBLETTING AND ASSIGNING. 9.1 Tenant shall not assign, mortgage or encumber this Lease, nor sublet, suffer Lease or permit the Premises sublet all or any part thereof to be used portion of the Demised Premises, whether voluntarily or by othersoperation of law, without the first obtaining Landlord’s prior written consent thereto, which consent shall not be unreasonably be withheld. A transfer or sale by Tenant of Landlord a majority of the voting shares, partnership interests or other controlling interests in each instance. If Tenant shall constitute an assignment of this Lease be assigned, or if the Premises or any part hereof be sublet or occupied by anyone other than Tenant, without Tenant and shall require Landlord's ’s prior written consent, which consent shall not be unreasonably withheld. If such consent is given, it will not release Tenant from its obligations hereunder and will not be deemed a consent to any further subletting or assignment. If Landlord may collect from the assigneeconsents to any such subletting or assignment, subtenant or occupant, and apply the net amount collected it shall nevertheless be a condition to the Rent, but no such effectiveness thereof that a fully executed copy of the sublease or assignment, in form and substance satisfactory to Landlord, be furnished to Landlord and that any assignee assume in writing all obligations of Tenant hereunder. If Landlord consents to any assignment or subletting, occupancy Tenant shall pay to Landlord, as additional rent hereunder, 100% of any subrents, other sums or collection other economic consideration received by Tenant on account of such assignment or subletting (after deducting Tenant’s reasonable costs incurred in connection with such assignment or subletting) which exceed the monthly rent payable by Tenant hereunder. The acceptance of rental from any other person shall not be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or tenant, of a release of Tenant from the further performance of its covenants herein contained. The consent by Landlord to an assignment or subletting shall not be construed to relieve Tenant from obtaining Landlord's written consent to of any further assignment or subletting. Should Tenant desire to assign this Lease or any right or interest herein or sublet the Premises or any part thereof, Tenant shall give Landlord written notice of such desire, which notice shall contain (1) the name and address of the proposed assignee or subtenant and its form of organization, (2) the nature of the proposed assignee or subtenant's business to be conducted in the Premises, (3) the terms and conditions of the proposed assignment or sublease, and (4) financial statements for the three most recent completed fiscal years of the proposed assignee or subtenant and such other financial information as Landlord may request and a bank reference, together with a written request that Landlord approve such assignment or subletting. Together with the delivery of said notice, Tenant also shall pay to Landlord an administrative processing fee in the amount of $500.00, which fee shall be nonrefundable in any event, regardless of whether Landlord approves the proposed assignment or sublease (but also fully applicable to Landlord's costs and expenses incurred in reviewing said request, including, without limitation, attorney's fees)provision hereunder.

SUBLETTING AND ASSIGNING. 9.1 Tenant shall not assign, mortgage or encumber this Lease, nor sublet, suffer or permit sublet the Premises or any part thereof portion thereof, nor allow the same to be used or occupied by othersany other person or for any other use than herein specified, without the prior written consent of Landlord, such consent not to be unreasonably withheld or delayed in the case of a sublet of less than twenty-five percent (25%) of the total square footage of the total space in the Premises. However, all such subtenants shall have credit at least equal to Tenant’s at the time this Lease is executed and engage in a use not objectionable to Landlord in each instanceits reasonable discretion. If Any other assignment or sublease shall be subject to Landlord’s sole and absolute and absolute subjective discretion. For purposes of this Lease be assignedSection, the transfer of any majority interest in any corporation or if partnership or a substantial portion of the Premises or assets of any part hereof be sublet or occupied by anyone other than entity, which controls Tenant, without Landlord's prior written consentincluding any transfer by operation of law, Landlord may collect from the assignee, subtenant or occupant, and apply the net amount collected to the Rent, but no such assignment, subletting, occupancy or collection shall be deemed a waiver to be an assignment of this covenantLease. In the event Landlord consents to any assignment or sublease, or the acceptance of the assignee, subtenant or tenant, of same shall not constitute a release of Tenant from the further full performance of its covenants herein containedTenant’s obligations under this Lease. The consent by Landlord to an assignment In the event of any sublease or subletting shall not be construed to relieve Tenant from obtaining Landlord's written consent to any further assignment or subletting. Should Tenant desire to assign this Lease or any right or interest herein or sublet the Premises or any part thereofassignment, Tenant shall give reimburse Landlord written notice for all reasonable attorneys’ fees in connection with reviewing and/or drafting any appropriate documents to effect such an assignment of Tenant’s interests or a sublease hereunder. Notwithstanding any term or provision herein to the contrary, Tenant shall be permitted, without the consent of Landlord, to assign or sublet Tenant’s right, title and interest under this Lease to a subsidiary or affiliate of Tenant. In the event of such desirea sublet or assignment, which notice Tenant shall contain (1) the name and address remain liable for all of the proposed assignee or subtenant and its form of organizationterms, (2) the nature of the proposed assignee or subtenant's business to be conducted in the Premises, (3) the terms and conditions of the proposed assignment or subleaserights, and (4) financial statements for the three most recent completed fiscal years of the proposed assignee or subtenant and such other financial information as Landlord may request and a bank reference, together with a written request that Landlord approve such assignment or subletting. Together with the delivery of said notice, Tenant also shall pay to Landlord an administrative processing fee in the amount of $500.00, which fee shall be nonrefundable in any event, regardless of whether Landlord approves the proposed assignment or sublease (but also fully applicable to Landlord's costs and expenses incurred in reviewing said request, including, without limitation, attorney's fees)obligations set forth herein.

SUBLETTING AND ASSIGNING. 9.1 Tenant Except for any "Permitted Transfer" (as hereinafter defined in this Section), Lessee shall not assignassign or otherwise transfer this Lease or any interest herein, and shall not sublet the Leased Premises or any portion thereof, or suffer or permit any other party to occupy or use the Leased Premises or any portion thereof, without the prior express written consent of Lessor in each instance, which consent shall not be unreasonably withheld, delayed or conditioned. Without limitation, Lessor shall not be deemed unreasonable for withholding consent to a proposed assignment or sublease based on the creditworthiness of the proposed transferee, the current financial condition and fmancial history (if any) of the proposed transferee, the nature of the business proposed by such transferee to be conducted on the Leased Premises, and the need for alterations or improvements to be made to ready the Leased Premises for occupancy by such proposed transferee which are of an unusual nature not readily reusable by a future occupant of the Leased Premises for the Permitted Uses set forth in this Lease. Lessee shall not mortgage, pledge, hypothecate or otherwise encumber this Lease or any interest herein without the express prior written consent of Lessor in each instance, which consent may be withheld by Lessor in its sole and absolute discretion; provided, however, that Lessee may pledge, mortgage or otherwise encumber Lessee's Personal Property (but not its interest in this Lease) without requiring Lessor's prior written consent provided that the rights of the holder of such pledge, mortgage or other encumbrance are subject to all of the terms of this Lease, nor subletincluding the provisions applicable to the timing and manner of removal of items from the Leased Premises and the repair or restoration of damage resulting therefrom. Lessee shall reimburse Lessor on demand, suffer as Additional Rent, for all reasonable expenses (including reasonable attorneys' fees) incurred by Lessor in connection with any request for Lessor's consent to any such assignment or permit subletting. If Lessee wishes to enter into an assignment or sublease with respect to all or any portion of the Leased Premises, Lessee shall deliver to Lessor (i) a true and complete copy of the proposed instrument containing all of the terms and conditions of such proposed assignment or sublease, (ii) a reasonably detailed description of the business operations proposed to be conducted in the Leased Premises by such assignee or sublessee, (iii) such financial information concerning such proposed assignee or sublessee as Lessor may reasonably require, (iv) schematic plans and specifications for any alterations which Lessee or such assignee or sublessee seeks to make in connection with such proposed assignment or sublease (with complete plans and specifications to be submitted and approved prior to the commencement of any construction, as required under Section 11), and (v) a written agreement, in form reasonably approved by Lessor, between such proposed assignee or sublessee and Lessor in which such assignee or sublessee agrees with Lessor to perform and observe all of the terms, covenants and conditions of this Lease. Subject to the provisions of the last grammatical paragraph of this Section, in the event of (i) any proposed assignment of this Lease, or (ii) a proposed subletting of twenty (20%) or more of the Rentable Area or more of the Leased Premises for a term of three (3) years or more, Lessor reserves the right, in its discretion and at its sole option, to terminate this Lease as an alternative to granting its consent to such assignment or, in the case of a proposed subletting, to suspend this Lease with respect to the portion of the Leased Premises proposed to be so subleased for the term of the proposed sublease. Within fourteen (14) days after receipt of the notice of the proposed assignment or subletting and the other information required to be provided to Lessor hereunder, Lessor shall notify Lessee in writing whether it consents, withholds its consent, or elects to terminate or suspend (as applicable) this Lease (or the applicable portion thereof). If Lessor elects to terminate or suspend (as applicable) this Lease (or the applicable portion thereof), such termination or suspension shall be effective thirty (30) days after Lessor gives notice to Lessee thereof. Failure of Lessor to so notify Lessee within such time period shall be deemed to constitute Lessor's withholding its consent to such assignment or subletting. If Lessor consents to such proposed assignment or subletting, then prior to such assignment or sublease becoming effective (and as a condition precedent to the effectiveness thereof), Lessee shall deliver to Lessor an original of the fully-executed instrument of assignment or sublease and of the agreement described in clause (v) above. Notwithstanding any such consent, the undersigned Lessee shall remain jointly and severally liable (along with each approved assignee or sublessee, who shall automatically become liable for all obligations of Lessee hereunder), and Lessor shall be permitted to enforce the provisions of this Lease directly against the undersigned Lessee and/or any assignee or sublessees without proceeding in any way against any other person. If Lessee enters into an assignment or sublease, then Lessee shall pay to Lessor as Additional Rent, as and when received by Lessee, fifty (50%) percent of the amount by which (on a pro-rated basis in the case of a sublease covering less than all of the Leased Premises) the consideration, rent, or other charges payable to Lessee under such assignment or sublease exceed the sum of (i) the Rent to be paid hereunder, and (ii) Lessee's actual out-of-pocket payments to third parties for costs reasonably incurred in connection with such assignment or sublease (including advertising, architect's and engineer's fees and expenses, brokerage fees, legal fees, and fit-up costs) together with free rent and other monetary inducements (at not greater than market rates for comparable subleases in the vicinity of the Building), all amortized for these purposes over the term of this Lease (in the case of an assignment) or over the term of the sublease (in the case of a sublease). No consent to an assignment or sublease or collection of rent by Lessor directly from any assignee or sublessee, or failure so to collect such rent, shall be deemed a waiver of the provisions of this Section, an acceptance of such assignee or sublessee as a lessee hereunder, or a release of Lessee from direct and primary liability for the performance of all of the covenants of this Lease. Lessor's consent to an assignment or sublease shall not relieve Lessee from the obligation of obtaining the express consent of Lessor to any modification of such assignment or sublease, or any further assignment or sublease. In no event shall any party to an assignment or sublease, whether or not consented to, further assign, sublease or otherwise transfer all or any part thereof to be used by others, of its interest in the Leased Premises without the prior written consent of Landlord Lessor in each instance, which consent may be withheld by Lessor in its sole and absolute discretion. If this Lease be assignedLessee shall not permit any other person or entity to occupy the Leased Premises for any purpose, whether as tenant at will or as tenant at sufferance or otherwise, or if the Premises by license, concession, or any part hereof be sublet other written or occupied by anyone other than Tenantverbal arrangement, except in accordance with the provisions of this Section. Notwithstanding the preceding provisions of this Section, without Landlordthe necessity of obtaining Lessor's prior written consent, Landlord may collect from the assignee, subtenant or occupant, and apply the net amount collected to the Rent, but no such assignment, subletting, occupancy or collection Lessee shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or tenant, of a release of Tenant from the further performance of its covenants herein contained. The consent by Landlord to an assignment or subletting shall not be construed to relieve Tenant from obtaining Landlord's written consent to any further assignment or subletting. Should Tenant desire entitled to assign this Lease to, or to enter into a sublease of all or any right portion of the Leased Premises to (each a "Permitted Transfer"), (i) an entity into or interest herein with which Lessee is merged or sublet consolidated, or to which substantially all of Lessee's stock or assets are transferred, or (ii) any entity which controls or is controlled by Lessee or is under common control with Lessee, provided that in any such event: (a) the Premises or any part thereofsuccessor to Lessee has a net worth, Tenant shall give Landlord written notice computed in accordance with generally accepted accounting principles consistently applied, at least equal to the greater of such desire, which notice shall contain (1) the name and address net worth of the proposed assignee Lessee immediately prior to such merger, consolidation or subtenant and its form of organizationtransfer, or (2) the nature net worth of the proposed named Lessee on the date of this Lease; (b) proof of such net worth reasonable satisfactory to Lessor shall have been delivered to Lessor at least ten (10) days prior to the effective date of such transaction; and (c) in the case of an assignment, the assignee or subtenant's business agrees directly with Lessor, by written instrument in form satisfactory to Lessor, to be conducted in the Premises, (3) the terms and conditions bound by all of the proposed obligations of Lessee hereunder, including the prohibition against further assignment or sublease, and (4) financial statements for the three most recent completed fiscal years of the proposed assignee or subtenant and such other financial information as Landlord may request and a bank reference, together with a written request that Landlord approve such assignment or subletting. Together with the delivery of said notice, Tenant also shall pay to Landlord an administrative processing fee in the amount of $500.00, which fee shall be nonrefundable in any event, regardless of whether Landlord approves the proposed assignment or sublease (but also fully applicable to Landlord's costs and expenses incurred in reviewing said request, including, without limitation, attorney's fees).

SUBLETTING AND ASSIGNING. 9.1 Tenant shall not transfer, assign, mortgage or encumber this Lease, nor sublet, suffer enter into license or permit concession agreements, encumber, change ownership of or hypothecate this Lease of Tenant's interest in and to the Leased Premises or any part thereof to be used by others, without the prior written consent of Landlord, which Landlord shall not unreasonably withhold or delay. Landlord shall not be unreasonable in each instancewithholding its consent to any assignment or subletting of the Leased Premises by Tenant if its refusal to consent is based upon its judgment that either (1) the quality of management of the assignee, (2) the ability of assignee to comply with the terms of this Lease, or (3) financial soundness of assignee is materially worse than the Tenant at the time of such proposed assignment or subletting. Any attempted transfer, assignment, encumbrance, subletting, license or concession agreement, change of ownership or hypothecation without Landlord's written consent shall be void and confer no rights upon any third person and Landlord shall treat such third person as a trespasser. Any consent by Landlord to any assignment, subletting, license or concession shall be upheld to apply only to the specific transaction thereby authorized and shall not constitute a waiver of the necessity for such consent of any subsequent assignment, subletting, license or concession. If this Lease or any interest therein be assigned, or if the Leased Premises or any part hereof thereof be sublet or occupied by anyone other than Tenant, Tenant without the Landlord's prior written consentconsent having been obtained thereto, Landlord may nevertheless collect rent from the assignee, subtenant sublessee or occupant, occupant and apply the net amount collected to the Rent, rents herein reserved; but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, the covenant herein against the assignment and subletting or the acceptance of the assignee, subtenant or tenantoccupancy as tenant hereunder, of or constitute a release of Tenant from the further performance from the terms and provisions of its covenants herein containedthis Lease. The consent by Landlord to an assignment or subletting shall not be construed to relieve Tenant from obtaining Landlord's written consent to any further assignment or subletting. Should Tenant desire to assign If this Lease or any right interest of Tenant therein be assigned or interest herein or sublet if the Premises whole or any part thereofof the Leased Premises be sublet, after having obtained the Landlord's prior written consent thereto, Tenant shall give Landlord written notice nevertheless remain fully liable for the full performance of all obligations under this Lease to be performed by Tenant, and Tenant shall not be released therefrom in any manner, and upon such assignment or sublease the rent payable by Tenant set forth in Section 3 hereof shall be increased to equal the amounts of such desire, which notice shall contain (1) the name and address of the proposed assignee or subtenant and its form of organization, (2) the nature of the proposed rent payable by Tenant's assignee or subtenant's business to , but shall in no event be conducted in the Premises, (3) the terms and conditions of the proposed assignment or sublease, and (4) financial statements for the three most recent completed fiscal years of the proposed assignee or subtenant and such other financial information as Landlord may request and a bank reference, together with a written request that Landlord approve such assignment or subletting. Together with the delivery of said notice, Tenant also shall pay to Landlord an administrative processing fee in decreased from the amount of $500.00, which fee shall be nonrefundable in any event, regardless of whether Landlord approves the proposed assignment or sublease (but also fully applicable to Landlord's costs and expenses incurred in reviewing said request, including, without limitation, attorney's fees)set forth herein.

SUBLETTING AND ASSIGNING. 9.1 Tenant shall not assignassign this Lease or sublet all or any portion of the Demised Premises without first obtaining Landlord’s prior written consent thereto, which will not be unreasonably withheld, conditioned or delayed, but such consent, if given, will not release Tenant from its obligations hereunder nor will such consent be deemed to be a consent to any further subletting or assignment. If Landlord consents to any such subletting or assignment, it shall nevertheless be a condition to the effectiveness thereof that a sublease or assignment instrument shall be executed and delivered to Landlord in form and substance reasonably satisfactory to Landlord, and that any assignee shall assume in writing all obligations of Tenant with respect to the portion of the Demised Premised assigned (but not with respect to Tenant’s remaining rentable square footage within the Demised Premises, if any). Tenant acknowledges it is not permitted nor is it deemed reasonable to assign or sublease any portion of the Demised Premises to an existing tenant or occupant of the Building and/or an affiliate thereof [the term affiliate means a corporation or other business entity that directly or indirectly controls, is controlled by, or is under common control (as defined below) with such occupant], nor is it reasonable to assume Landlord would permit the assignee to have a net worth, financial standing and credit standing materially inferior to Tenant’s financial standing at the time of the proposed assignment. Each time Tenant requests Landlord to consent to an assignment of this Lease Assignor or Assignee shall pay to Landlord Two Thousand Five Hundred Dollars ($2,500.00) to defray Landlord’s administrative costs, overhead and counsel fees in connection with the consideration, review and document preparation of any agreement, plus any payment(s) required to be made to the Holder of the Security Documents (including but not limited to its administrative fee and any out of pocket legal expenses) in connection with the consideration and review of any agreement pursuant to this Article 8; a copy of Landlord’s form of assignment/assumption of this Lease is attached here to as Exhibit “ G”; in the event the proposed assignment is not consummated for any or no reason, upon notification of such failure by Tenant Landlord shall credit Tenant’s rental account $1,500 of the $2,500 received and collected regarding any one request of Landlord to consent to an assignment of this Lease. Tenant agrees that such form is acceptable to Tenant, but Landlord acknowledges that an assignee may request (and be granted) reasonable non-material modifications, subject to Landlord’s then Holder(s) review/approval/consent rights pursuant to any Security Documents (the terms Holder and Security Documents are defined in Section 15 of this Lease). Tenant shall be responsible for the reimbursement of Landlord’s reasonable legal expenses in connection with the consideration, review and preparation of any “sublease” consent agreement pursuant to this Article 8; Landlord represents that currently (as of November 2014) the legal expense to review and preparation of any “sublease” consent agreement does not exceed $500, per event. Tenant shall not mortgage or encumber this Lease, nor sublet, suffer or permit the Premises or any part thereof to be used by others, without the prior written consent of Landlord in each instance. If this Lease be assigned, or if the Premises or any part hereof be sublet or occupied by anyone other than Tenant, without Landlord's prior written consent, Landlord may collect from the assignee, subtenant or occupant, and apply the net amount collected to the Rent, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or tenant, of a release of Tenant from the further performance of its covenants herein contained. The consent by Landlord to an assignment or subletting shall not be construed to relieve Tenant from obtaining Landlord's written consent to any further assignment or subletting. Should Tenant desire to assign this Lease or any right or interest herein or sublet the Premises or any part thereof, Tenant shall give Landlord written notice of such desire, which notice shall contain (1) the name and address of the proposed assignee or subtenant and its form of organization, (2) the nature of the proposed assignee or subtenant's business to be conducted in the Premises, (3) the terms and conditions of the proposed assignment or sublease, and (4) financial statements for the three most recent completed fiscal years of the proposed assignee or subtenant and such other financial information as Landlord may request and a bank reference, together with a written request that Landlord approve such assignment or subletting. Together with the delivery of said notice, Tenant also shall pay to Landlord an administrative processing fee in the amount of $500.00, which fee shall be nonrefundable in any event, regardless of whether Landlord approves the proposed assignment or sublease (but also fully applicable to Landlord's costs and expenses incurred in reviewing said request, including, without limitation, attorney's fees).