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 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).

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 10 <PAGE> 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).. 9.2 (a) For the purposes of this Lease, an "assignment" prohibited by this Section 9.0 shall be deemed to include the following: if Tenant is a partnership or limited liability company, a withdrawal or change (voluntary, involuntary, by operation of law) of any one or more of the general partners or manager thereof, or the dissolution of the partnership or limited liability company; or, if Tenant consists of more than one person, a purported assignment, transfer, mortgage or encumbrance (voluntary, involuntary, by operation of law or otherwise) from one constituent member to any other constituent member, or to any third party, or, if Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or any change in the ownership (voluntary, involuntary, by operation of law, creation of new stock or otherwise) of fifty percent (50%) or more of its capital stock from the ownership existing on the date of execution hereof, or, the sale of fifty percent (50%) of the value of the assets of Tenant. (b) Notwithstanding the foregoing, without Landlord's consent, but upon ten (10) days' prior written notice to Landlord, this Lease may be assigned, or the Premises may be sublet (i) to any corporation or other legal entity which is a parent, subsidiary or affiliate of Tenant, (ii) to any successor entity resulting from the initial public offering of the Tenant stock, or (iii) by virtue of a merger into, stock sale to or sale of substantially all of Tenant's assets to, any public corporation whose stock is traded on a major national or international stock exchange and whose demonstrated net worth is not less than One Million U.S. Dollars (U.S.$1,000,000); provided that both Tenant and the parent, subsidiary, affiliate or successor entity to whom Tenant assigns the Lease shall be jointly and severally liable for all of Tenant's obligations and liabilities under this Lease whether arising before or after the date of assignment, and further provided that in the event of such an assignment described in this paragraph 9.2(b), any such assignee shall have a net worth as determined in accordance with generally accepted accounting principles consistently applied that is at least equal to the net worth of Tenant (determined in a similar manner) on the date of execution of this Lease. For the purpose of this Section, a "parent" shall mean a corporation or other legal entity which owns not less than one hundred percent (100%) of the outstanding voting interests in Tenant, a "subsidiary" shall mean any entity not less than one hundred percent (100%) of whose outstanding voting interests shall be owned by Tenant, and an "affiliate" shall mean any entity not less than one hundred percent (100%) of whose outstanding voting interests shall be owned by Tenant's parent. 9.3 No less than thirty (30) days prior to the effective date of a proposed assignment or sublease [other than one made pursuant to Subsection 9.2(b)], Tenant shall offer to reconvey to Landlord, as of said effective date, that portion of the Premises which Tenant is seeking to assign or sublet, which offer shall contain an undertaking by Tenant to accept, as full and adequate consideration for the reconveyance, Landlord's release of Tenant from all future Rent and other obligations under this Lease with respect to the Premises or the portion thereof so reconveyed. Landlord, in its absolute discretion, shall accept or reject the offered reconveyance within ten (10) business days of the offer and if Landlord accepts, the reconveyance shall be evidenced by an 11 <PAGE> agreement acceptable to Landlord in form and substance. If Landlord fails to accept or reject the offer within the ten (10) business day period, Landlord shall be deemed to have rejected the offer. 9.4 If Landlord rejects or is deemed to have rejected Tenant's offer of reconveyance and if Landlord gives its consent to any assignment of this Lease or to any sublease, or if Tenant is otherwise permitted to make any assignment or sublease pursuant to this Lease, Tenant shall in consideration therefore, pay to Landlord, as Additional Rent the amounts described in subparagraphs (a) and (b) below. The sums due under subparagraphs (a) and (b) below shall be paid by Tenant to Landlord as and when payable by the assignee or subtenant to Tenant: (a) In the case of an assignment, an amount equal to all sums and consideration paid to Tenant by the assignee for or by reason of such assignment (including any sums paid for the sale, rental, or use of Tenant's Property (as hereinafter defined in Section 17) in excess of the then unamortized value of Tenant's Property as reflected in Tenant's federal income tax returns less the reasonable brokerage commissions and legal fees, if any, actually paid by Tenant in connection with such assignment; and (b) In the case of a sublease, any rents, additional charge or other consideration payable under the sublease to Tenant by the subtenant (including any sums paid for the sale, rental or use of Tenant's Property in excess of the then unamortized value of Tenant's Property as reflected in Tenant's federal income tax returns) that are in excess of the Rent during the term of the sublease with respect to the subleased space, less the reasonable brokerage commissions and legal fees, if any, actually paid by Tenant in connection with such subletting. 9.5 Tenant shall reimburse Landlord on demand for any reasonable costs that Landlord may incur in connection with a request by Tenant to consent to any assignment or sublease, including the reasonable costs of investigating the acceptability of the proposed assignee or subtenant, and reasonable legal costs incurred in connection with the granting of any requested consent and in negotiating and documenting any sublease or assignment. 9.6 No assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), and Tenant shall not be released from performing any of the terms, covenants and conditions of this Lease. 10.0

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 others, without the prior written consent portion of Landlord in each instance. If this Lease be assignedTenant's interest herein, or if the Premises sublet all or any part hereof be sublet or occupied by anyone other than Tenant, portion of the Demised Premises without first obtaining Landlord's prior written consentconsent thereto, which the parties agree may not be unreasonably withhold. If Landlord may collect from the assignee, subtenant consents to any given 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 consent to any further subletting or assignment without subsequent consent of the Landlord which consent may not be unreasonably withheld. Duly attempted assignment, mortgagx, xublease or other encumbrance of the Demised Premises in violation of this covenantparagraph shall be null and void. If Landlord consents to any subletting or assignment, or it shall nevertheless be a condition to the acceptance effectiveness thereof that a fully executed copy of the assignee, subtenant sublease or tenant, of a release assignment be furnished to Landlord and that any assignee assume in writing all obligations of Tenant from the further performance of its covenants herein containedhereunder. The Notwithstanding any consent by Landlord to an any subletting or assixxxxxx, in the event of any subletting or 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 of the Premises or any part thereofDemised Premises, Tenant shall give Landlord written notice of such desire, which notice shall contain (1) the name and address remain liable for all of the proposed assignee or subtenant and its form obligations of organization, (2) the nature Tenant set forth herein. The sale by Tenant of the proposed assignee or subtenant's business to be conducted a controlling interest 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 entity shall be nonrefundable in any event, regardless deemed an assignment of whether this Lease requiring the consent of 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)as specified above.

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 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 assignassign this lease, or allow it to be assigned, in whole or in part, by operation of law or otherwise, or mortgage or encumber this Leasepledge the same, nor subletor sublet the Premises, suffer or permit the Premises or any part thereof to be used by othersthereof, without the prior written consent of Landlord Landlord, which consent shall not be unreasonable withheld, and in each instanceno event shall any such assignment or sublease ever release Tenant from any obligation or liability hereunder. If this Lease be assigned, No assignee or if sublessee of the Premises or any part hereof be sublet or occupied by anyone other than Tenant, without Landlord's prior written consent, Landlord portion thereof 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 portion thereof, . Landlord shall not collect any rents or other payments from any party other than Tenant shall give Landlord written notice of such desire, which notice shall contain (1) unless Tenant is in default under the name and address terms of the proposed Lease. Any collection by Landlord from any approved assignee or subtenant and sublessee or any other party on behalf of Tenant's account shall not be construed to constitute a novation or a release of Tenant from further performance of its form of organization, (2) obligations under this Lease. If the nature Tenant desires to assign or sublet all or any part of the proposed assignee or subtenant's business to be conducted in the demised Premises, it shall submit all necessary information as may be required by Landlord at least sixty (360) days in advance of the terms date on which Tenant desires to make such assignment or sublease, and conditions shall submit a copy of the proposed assignment or sublease, and . Within fifteen (415) financial statements for the three most recent completed fiscal years days after Landlord's receipt 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 Tenant's proposed assignment or sublease (but also fully applicable to Landlord's costs and expenses incurred in reviewing said requestthe other information, including, without limitation, attorney's fees).Landlord shall have the option to:

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 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 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 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 (a) Tenant shall not assignassign this Lease or sublet all or any portion of the Demised Premises, mortgage whether voluntarily or encumber by operation of law, without first obtaining Landlord’s prior written consent thereto, not to be unreasonably withheld, conditioned or delayed. Tenant acknowledges that, without in any way limiting the foregoing, Landlord shall have the right to withhold its consent if, by way of example and not limitation, the reputation or financial responsibility of a proposed assignee or subtenant is unsatisfactory to Landlord, if such subtenant’s or assignee’s business is not for the Permitted Use or is otherwise not consonant with that of the other tenants of the Building or would significantly increase the density of personnel use, if the proposed sublease or assignment is to a tenant of the Building or to a prospect with whom Landlord is then negotiating or has recently negotiated, if the proposed sublease is advertised or otherwise publicly marketed for a rental rate less than the market rate then established by Landlord for space in the Building, or if Tenant is in Default in the payment or performance of any of its obligations hereunder. In addition, Tenant shall not mortgage, pledge or hypothecate this Lease. Any assignment, nor subletsublease, suffer mortgage, pledge or permit hypothecation in violation of this Section shall be void at the option of Landlord and shall constitute an immediate Default hereunder. Tenant shall not advertise or otherwise publicly market the Premises or any part portion thereof to be used by others, without for a rental rate less than 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 market rate then established by Landlord for space in the Building, however, provided Tenant has complied with the foregoing, Landlord’s consent to an assignment or subletting a sublease 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 withheld by virtue 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 fact that such other financial information as Landlord may request and sublease is at a bank reference, together with a written request that Landlord approve rental rate less than 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)market rate.