Common use of Additional Conditions; Excess Rent Clause in Contracts

Additional Conditions; Excess Rent. A condition to Landlord’s consent to any Transfer will be the delivery to Landlord of a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, in form and substance reasonably satisfactory to Landlord, an original of Landlord’s standard consent form executed by both Tenant and the proposed Transferee (with such changes as Tenant or the Transferee shall request and Landlord shall agree to), and an affirmation of guaranty in form satisfactory to Landlord executed by each guarantor of this Lease, if any. In addition, Tenant shall pay to Landlord as Additional Rent within thirty (30) days after receipt thereof, without affecting or reducing any other obligations of Tenant hereunder, fifty percent (50%) of any rent or other economic consideration received by Tenant as a result of any Transfer which exceeds, in the aggregate, (i) the total Rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period, plus (ii) any tenant improvement costs or similar concessions, brokerage commissions, marketing fees, and attorneys’ fees and costs actually paid by Tenant in connection with such Transfer, which commissions and fees shall, for purposes of the aforesaid calculation, be amortized on a straight-line basis over the term of such assignment or sublease. If Tenant effects a Transfer or requests the consent of Landlord to any Transfer (whether or not such Transfer is consummated), then, upon demand, and as a condition precedent to Landlord’s consideration of the proposed assignment or sublease, Tenant agrees to pay Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord’s reasonable attorneys’ and paralegal fees and other costs incurred by Landlord (not to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding Landlord’s in-house attorneys or paralegals). Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transfer.

Additional Conditions; Excess Rent. A condition If Landlord approves of the proposed Transfer pursuant to Landlord’s consent Subparagraph 16.3 above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to any the following further conditions: (a) The Transfer will shall be on the delivery same terms set forth in the Transfer Notice delivered to Landlord of (if the terms have changed, Tenant must submit a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, in form and substance reasonably satisfactory revised Transfer Notice to Landlord, an original of Landlord’s standard consent form executed by both Tenant and the proposed Transferee (with such changes as Tenant or the Transferee shall request Landlord and Landlord shall agree to), and an affirmation of guaranty in form satisfactory to Landlord executed by each guarantor of this Lease, if any. In addition, Tenant shall pay to Landlord as Additional Rent within thirty have another ten (3010) days after receipt thereofthereof to make the election in Subparagraph 16.3); (b) No Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, without sublease or other instrument affecting the Transfer has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant's obligations under this Lease (or reducing any other with respect to a sublease of a portion of the Premises or for a portion of the Term, all of Tenant's obligations applicable to such portion); (c) No Transferee shall have a further right to assign, encumber or sublet, except on the terms herein contained; and (d) In the event of an approved assignment or sublease, Tenant hereunder, and Landlord shall each be entitled to retain fifty percent (50%) of any rent or other economic consideration the Profits actually received by Tenant as a result Tenant. The following shall constitute the definition of any Transfer which exceeds, in "Profits:" The gross revenue received from the aggregate, assignee during the assignment or sublessee during the sublease term with respect to the space covered by the assignment or sublease ("Transferred Space") less (i) the total Rent which gross revenue owing Landlord by Tenant is obligated pursuant to pay Landlord under this Lease for such Transferred Space (prorated to reflect obligations allocable to any portion of if such Transferred Space is less than the Premises, the revenue owing Landlord for the Premises subleased) for shall be equitably apportioned to determine the amount of such revenue applicable period, plus to the Transferred Space); (ii) any improvement allowance or tenant improvement inducement for the benefit of such assignee or sublessee (provided such party is not affiliated with Tenant); (iii) broker's commissions paid with respect to such assignment or sublease; and (iv) reasonable attorneys' fees incurred in effectuating such assignment or sublease; provided, however, such costs or similar concessions, brokerage commissions, marketing fees, and attorneys’ fees and costs actually paid by Tenant in connection with such Transfer, which commissions and fees shall, for purposes of the aforesaid calculation, (i) through (iv) above shall be amortized on a straight-line basis over the term of such assignment or sublease. If Tenant effects a Transfer or requests the consent of Landlord to any Transfer (whether or not such Transfer is consummated), then, upon demand, and as a condition precedent to Landlord’s consideration of the proposed assignment or sublease, Tenant agrees to pay Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord’s reasonable attorneys’ and paralegal fees and other costs incurred by Landlord (not to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding Landlord’s in-house attorneys or paralegals). Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transfer.

Additional Conditions; Excess Rent. A condition to Landlord’s consent to any Transfer will be the delivery to Landlord of a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, in form and substance reasonably satisfactory to Landlord, an original of Landlord’s standard consent form executed by both Tenant and the proposed Transferee (with such changes as Tenant or the Transferee shall request and Landlord shall agree to), and an affirmation of guaranty in form satisfactory to Landlord executed by each guarantor of this Lease, if anyTransferee. In addition, if Landlord consents to a Transfer, Tenant shall pay to Landlord as Additional Rent within thirty (30) days after receipt thereof, without affecting or reducing any other obligations of Tenant hereunder, agrees that fifty percent (50%) of all rent amounts payable to Tenant with respect to the Transfer (excluding any amounts payable for any services, personal property rental or any other amounts not attributable to rent or other economic consideration received by Tenant as a result of any Transfer which exceeds, the actual real property) in excess of the aggregate, (i) the total Rent which Tenant is obligated due to pay Landlord under this Lease (prorated to reflect obligations allocable to any for such portion of the Premises subleased) for that is subject to the applicable periodTransfer shall be paid to Landlord on a monthly basis, plus (ii) as and when Tenant receives such rent, but only after Tenant has first fully recovered on a cash basis, all of its actual, reasonable and customary transaction costs. Notwithstanding the foregoing, Tenant shall not be required to pay to Landlord any tenant improvement costs excess rent amounts or similar concessions, brokerage commissions, marketing fees, and attorneys’ fees and costs actually paid by other consideration payable to Tenant in connection with such any Permitted Transfer, which commissions and fees shall, for purposes of the aforesaid calculation, be amortized on a straight-line basis over the term of such assignment or sublease. If Tenant effects a Transfer or requests the consent of Landlord to any Transfer (whether or not such Transfer is consummated), then, upon demand, and as a condition precedent to within thirty (30) days after receipt of Landlord’s consideration of the proposed assignment or subleasedocumented invoice therefor, Tenant agrees to pay shall reimburse Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus for Landlord’s reasonable attorneys’ and paralegal fees and other costs incurred by Landlord (not to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding whether attributable to Landlord’s in-house attorneys or paralegals). Acceptance of the Five Hundred Dollar paralegals or otherwise) not to exceed Three Thousand Dollars ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transfer3,000.00).

Additional Conditions; Excess Rent. A condition to Landlord’s consent to any Transfer will be the delivery to Landlord of a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, in form and substance reasonably satisfactory to Landlord, an original of Landlord’s standard consent form executed by both Tenant and the proposed Transferee (with such changes as Tenant or the Transferee shall request and Landlord shall agree to)Transferee, and an affirmation of guaranty in form satisfactory to Landlord executed by each guarantor of this Lease, if any. In addition, Tenant shall pay to Landlord as Additional Rent within thirty (30) days after receipt thereof, without affecting or reducing any other obligations of Tenant hereunder, fifty percent (50%) of any rent or other economic consideration received by Tenant as a result of any Transfer which exceeds, in the aggregate, (i) the total Rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period, plus (ii) any reasonable tenant improvement costs or similar concessionscosts, brokerage commissions, marketing fees, commissions and attorneys’ fees and costs actually paid by Tenant in connection with such Transfer, which commissions and fees shall, for purposes of the aforesaid calculation, be amortized on a straight-line basis over the term of such assignment or sublease. If Tenant effects a Transfer or requests the consent of Landlord to any Transfer (whether or not such Transfer is consummated), then, upon demand, and as a condition precedent to Landlord’s consideration of the proposed assignment or sublease, Tenant agrees to pay Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord’s reasonable attorneys’ and paralegal fees and other costs incurred by Landlord (not to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding whether attributable to Landlord’s in-house attorneys or paralegalsparalegals or otherwise). Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transfer.

Additional Conditions; Excess Rent. A condition If Landlord does not exercise its sublease or termination option and instead approves of the proposed Transfer pursuant to Landlord’s consent Subparagraph 16.3(a) above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to any the following further conditions: (a) the Transfer will shall be on the delivery same terms set forth in the Transfer Notice delivered to Landlord of (if the terms have changed, Tenant must submit a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, in form and substance reasonably satisfactory revised Transfer Notice to Landlord, an original of Landlord’s standard consent form executed by both Tenant and the proposed Transferee (with such changes as Tenant or the Transferee shall request Landlord and Landlord shall agree to), and an affirmation of guaranty in form satisfactory to Landlord executed by each guarantor of this Lease, if any. In addition, Tenant shall pay to Landlord as Additional Rent within thirty have another twenty (3020) days after receipt thereofthereof to make the election in Subparagraphs 16.3(a) or 16.3(b) above); (b) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, without sublease or other instrument affecting the Transfer has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant's obligations under this Lease (or reducing any other with respect to a sublease of a portion of the Premises or for a portion of the Term, all of Tenant's obligations of Tenant hereunderapplicable to such portion); (c) no Transferee shall have a further right to assign, fifty percent encumber or sublet, except on the terms herein contained; and (50%d) of any rent or other economic consideration received by Tenant as a result of any such Transfer which exceeds, in the aggregate, (i) the total Rent rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period), plus (ii) any tenant improvement costs or similar concessions, reasonable brokerage commissions, marketing fees, and attorneys’ ' fees and moving costs actually paid by Tenant in connection with such Transfer, which commissions and fees shallshall be paid to Landlord within ten (10) days after receipt thereof as additional rental under this Lease, for purposes without affecting or reducing any other obligations of the aforesaid calculation, be amortized on a straight-line basis over the term of such assignment or sublease. If Tenant effects a Transfer or requests the consent of Landlord to any Transfer (whether or not such Transfer is consummated), then, upon demand, and as a condition precedent to Landlord’s consideration of the proposed assignment or sublease, Tenant agrees to pay Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord’s reasonable attorneys’ and paralegal fees and other costs incurred by Landlord (not to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding Landlord’s in-house attorneys or paralegals). Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transferhereunder.

Additional Conditions; Excess Rent. A condition If Landlord approves of the proposed Transfer pursuant to Landlord’s consent Section 14.3(a) above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to any the following further conditions: (a) the Transfer will shall be on the delivery same terms set forth in the Transfer Notice delivered to Landlord of (if the terms have changed, Tenant must submit a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, in form and substance reasonably satisfactory revised Transfer Notice to Landlord, an original of Landlord’s standard consent form executed by both Tenant and the proposed Transferee (with such changes as Tenant or the Transferee shall request Landlord and Landlord shall agree to), and an affirmation of guaranty in form satisfactory to Landlord executed by each guarantor of this Lease, if any. In addition, Tenant shall pay to Landlord as Additional Rent within thirty have another twenty (3020) days after receipt thereofthereof to make the election in Sections 14.3(a) or 14.3(b) above); (b) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, without sublease or other instrument affecting the Transfer has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant's obligations under this Lease (or reducing any other with respect to a sublease of a portion of the Premises or for a portion of the Term, all of Tenant's obligations of Tenant hereunderapplicable to such portion); (c) no Transferee shall have a further right to assign, fifty percent encumber or sublet, except on the terms herein contained; and (50%d) of if any rent or other economic consideration received by Tenant as a result of any such Transfer which exceeds, in the aggregate, (i) the total Rent rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period), plus (ii) any tenant improvement costs or similar concessions, reasonable brokerage commissions, marketing attorneys' fees, tenant improvements and attorneys’ fees and moving costs actually paid by Tenant in connection with such Transfer, which commissions and fees shall, for purposes of the aforesaid calculation, be amortized on a straight-line basis over the term then fifty percent (50%) of such assignment excess shall be paid to Landlord within ten (10) days after receipt thereof as additional rental under this Lease, without affecting or sublease. If reducing any other obligations of Tenant effects a Transfer or requests the consent of Landlord to any Transfer (whether or not such Transfer is consummated), then, upon demand, and as a condition precedent to Landlord’s consideration of the proposed assignment or sublease, Tenant agrees to pay Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord’s reasonable attorneys’ and paralegal fees and other costs incurred by Landlord (not to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding Landlord’s in-house attorneys or paralegals). Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transferhereunder.

Additional Conditions; Excess Rent. A condition If Landlord does not exercise its recapture option described in Section 14.3(b) above and instead approves of the proposed Transfer pursuant to Landlord’s consent Section 14.3(a) above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to any the following further conditions: (a) the Transfer will shall be on the delivery same terms set forth in the Transfer Notice delivered to Landlord of (if the terms have changed, Tenant must submit a true copy revised Transfer Notice to Landlord and Landlord shall have another ten (10) business days after receipt thereof to make the election in Sections 14.3(a) or 14.3(b) above); (b) no Transfer shall be valid and no Transferee shall take possession of the fully Premises until an executed instrument counterpart of the assignment, sublease, transfer sublease or hypothecation, in form and substance reasonably satisfactory other instrument effecting the Transfer has been delivered to Landlord, an original of Landlord’s standard consent form executed by both Tenant and the proposed Transferee (with such changes as Tenant or Landlord pursuant to which the Transferee shall request and Landlord expressly assume all of Tenant’s obligations under this Lease (or with respect to a sublease of a portion of the Premises or for a portion of the Term, all of Tenant’s obligations applicable to such portion); (c) no Transferee shall agree to)have a further right to assign, and an affirmation of guaranty in form satisfactory to Landlord executed by each guarantor of this Leaseencumber or sublet, if any. In addition, Tenant shall pay to Landlord as Additional Rent within thirty except on the terms herein contained; and (30d) days after receipt thereof, without affecting or reducing any other obligations of Tenant hereunder, fifty percent (50%) of any rent or other economic consideration received by Tenant as a result of any such Transfer which exceeds, in the aggregate, (i) the total Rent rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period), plus (ii) any tenant improvement costs or similar concessions, documented and standard San Diego brokerage commissions, marketing reasonable attorneys’ fees, reasonable moving costs and attorneys’ fees and other commercially reasonable costs actually paid by Tenant in connection with such Transfer, which commissions and fees shallshall be paid to Landlord within twenty (20) days after receipt thereof as additional rental under this Lease, for purposes without affecting or reducing any other obligations of the aforesaid calculation, be amortized on a straight-line basis over the term of such assignment or sublease. If Tenant effects a Transfer or requests the consent of Landlord to any Transfer (whether or not such Transfer is consummated), then, upon demand, and as a condition precedent to Landlord’s consideration of the proposed assignment or sublease, Tenant agrees to pay Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord’s reasonable attorneys’ and paralegal fees and other costs incurred by Landlord (not to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding Landlord’s in-house attorneys or paralegals). Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transferhereunder.

Additional Conditions; Excess Rent. A condition to Landlord’s consent to any proposed Transfer will may be given or withheld in accordance with the delivery standards set forth in this Section 13, including, but not limited to the factors set forth in Section 13.5 below, which the parties agree are reasonable restrictions and conditions pursuant to California Civil Code section 1995.250. If Landlord does not disapprove the proposed Transfer within the above 10 business-day period, Tenant shall deliver to Landlord of a true copy of the fully executed instrument of assignmentsecond notice requesting Landlord’s consent, sublease, transfer or hypothecationwhich second notice shall include, in form bold, all caps and substance reasonably satisfactory underlined lettering, a statement that if Landlord fails to Landlord, an original of disapprove the proposed Transfer within ten (10) business days following Landlord’s standard consent form executed by both Tenant and receipt of such second notice, Landlord shall be deemed to have approved the proposed Transferee Transfer. If Landlord grants such approval (or is deemed to have granted such approval), Tenant may enter into the proposed Transfer with such changes as proposed Transferee subject to the following further conditions: (a) the Transfer shall be on substantially the same terms set forth in the Transfer Notice delivered to Landlord (if the terms have substantially changed, Tenant or the Transferee shall request must submit a revised Transfer Notice to Landlord and Landlord shall agree to), and an affirmation of guaranty in form satisfactory to Landlord executed by each guarantor of this Lease, if any. In addition, Tenant shall pay to Landlord as Additional Rent within thirty have another ten (3010) days after receipt thereofthereof to exercise any of the options described in Section 13.3 above; (b) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, without sublease or other instrument affecting the Transfer has been delivered to Landlord the provides that the Transferee shall expressly assume all of Tenant’s obligations under this Lease (or reducing any other with respect to a sublease of a portion of the Premises or for a portion of the Term, assume all of Tenant’s obligations of Tenant hereunderapplicable to such portion); (c) no Transferee shall have a further right to assign, encumber or sublet, except on the terms herein contained; and (d) fifty percent (50%) of the amount by which any rent or other economic consideration received by Tenant as a result of any such Transfer which exceeds, in the aggregate, (i) the total Rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period), plus (ii) any tenant improvement costs or similar concessions, reasonable brokerage commissions, marketing feestenant improvement costs, and attorneys’ fees and moving costs actually paid by Tenant in connection with such Transfer, which commissions and fees shallshall be paid to Landlord within fifteen (15) days after receipt thereof as additional rental under this Lease, for purposes without affecting or reducing any other obligations of the aforesaid calculation, be amortized on a straight-line basis over the term of such assignment or sublease. If Tenant effects a Transfer or requests the consent of Landlord to any Transfer (whether or not such Transfer is consummated), then, upon demand, and as a condition precedent to Landlord’s consideration of the proposed assignment or sublease, Tenant agrees to pay Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord’s reasonable attorneys’ and paralegal fees and other costs incurred by Landlord (not to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding Landlord’s in-house attorneys or paralegals). Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transferhereunder.

Additional Conditions; Excess Rent. A condition If Landlord approves the proposed Transfer pursuant to Landlord’s consent Section 11.3 above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to any the following further conditions: (a) the Transfer will shall be on substantially the delivery same terms set forth in the Transfer Notice delivered to Landlord of (if the terms have changed in any material respect, Tenant must submit a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, in form and substance reasonably satisfactory revised Transfer Notice to Landlord, an original of Landlord’s standard consent form executed by both Tenant and the proposed Transferee (with such changes as Tenant or the Transferee shall request Landlord and Landlord shall agree to), and an affirmation of guaranty in form satisfactory to Landlord executed by each guarantor of this Lease, if any. In addition, Tenant shall pay to Landlord as Additional Rent within thirty hate another fifteen (3015) days after receipt thereofthereof to make the election in Section 11.3 above); (b) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer has been delivered to Landlord pursuant to which, in the case of an assignment only, the Transferee shall expressly assume all of Tenant's obligations under this Lease; (c) no Transferee shall have a further right to assign, encumber or sublet except on the terms herein contained; and (d) an amount equal to fifty percent (50%) of the difference between (1) all sums paid to Tenant or its agent by or on behalf of such Transferee under the assignment or sublease less the "sublet or assignment costs" (i.e. actual out of pocket concessions, leasing commissions, renovation allowances, etc.), and (2) the Rent then in effect and paid by Tenant under the Lease and attributable to the portion of the Premises so assigned or sublet shall be paid to Landlord within ten (10) days after receipt thereof by Tenant as Additional Rent under this Lease, without affecting or reducing any other obligations of Tenant hereunder, fifty percent (50%) of any rent or other economic consideration received by Tenant as a result of any Transfer which exceeds, in the aggregate, (i) the total Rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period, plus (ii) any tenant improvement costs or similar concessions, brokerage commissions, marketing fees, and attorneys’ fees and costs actually paid by Tenant in connection with such Transfer, which commissions and fees shall, for purposes of the aforesaid calculation, be amortized on a straight-line basis over the term of such assignment or sublease. If Tenant effects a Transfer or requests the consent of Landlord to any Transfer (whether or not such Transfer is consummated), then, upon demand, and as a condition precedent to Landlord’s consideration of the proposed assignment or sublease, Tenant agrees to pay Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord’s reasonable attorneys’ and paralegal fees and other costs incurred by Landlord (not to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding Landlord’s in-house attorneys or paralegals). Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transfer.

Additional Conditions; Excess Rent. A condition If for a Transfer Landlord does not exercise its sublease or termination option and instead approves of the proposed Transfer pursuant to Landlord’s consent Section 14.2(a) above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to any the following further conditions: (a) the Transfer will shall be on the delivery same terms set forth in the Transfer Notice delivered to Landlord of (if the terms have changed, Tenant must submit a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, in form and substance reasonably satisfactory revised Transfer Notice to Landlord, an original of Landlord’s standard consent form executed by both Tenant and the proposed Transferee (with such changes as Tenant or the Transferee shall request Landlord and Landlord shall agree tohave another twenty (20) days after receipt thereof to make the election in Sections 14.2(a) or 14.2(b) above), the rights of any such assignee or sublessee of Tenant herein shall be subject to all of the terms, conditions, and an affirmation of guaranty in form satisfactory to Landlord executed by each guarantor provisions of this Lease, if any. In additionincluding, without limitation, restriction on use, assignment, and subletting and the covenant to pay rent, and all documents utilized by Tenant to evidence any Transfer for which Landlord’s consent has been requested and is required hereunder, shall pay be subject to prior approval (not to be unreasonably withheld, conditioned or delayed) by Landlord or its attorney; (b) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument affecting the Transfer has been delivered to Landlord as Additional Rent within thirty pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease (30or with respect to a sublease of a portion of the Premises or for a portion of the Term, all of Tenant’s obligations applicable to such portion) days after receipt thereof, without affecting or reducing and the Transferee shall have executed Landlord’s standard form of consent; provided that the acceptance of any other assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant hereunderthat accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleases; (c) no Transferee shall have a further right to assign, encumber or sublet, except on the terms herein contained; and (i) in the case of an assignment other than to a Permitted Transferee (as hereinafter defined), fifty percent (50%) of any rent or other economic consideration received by Tenant as a result of such Transfer after deducting the unamortized cost of reasonable leasehold improvements paid for by Tenant in connection with such assignment and reasonable cost of any real estate commissions incurred by Tenant in connection with such assignment, and (ii) in the case of a subletting other than to a Permitted Transferee, any rent or other economic consideration received by Tenant as a result of such Transfer which exceeds, in the aggregate, (iA) the total Rent rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period, but excluding any amortized tenant improvement costs, if any), plus (iiB) any tenant improvement costs or similar concessions, reasonable brokerage commissions, marketing fees, and attorneys’ fees and moving costs actually paid by Tenant in connection with such Transfer, which commissions shall be paid to Landlord within ten (10) days after receipt thereof as additional rental under this Lease, without affecting or reducing any other obligations of Tenant hereunder; and (e) If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. Section 101 et seq. or any successor or substitute therefor (the “Bankruptcy Code”), any and fees all monies or other consideration payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord, and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any such monies or other consideration not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and shall be promptly paid or delivered to Landlord. Any person or entity to whom this Lease is so assigned shall be deemed, without further act or deed, to have assumed all of the remaining obligations arising under this Lease as of the date of such assignment. Any such assignee shall, for purposes of the aforesaid calculationupon demand therefor, be amortized on a straight-line basis over the term of execute and deliver to Landlord an instrument confirming such assignment or sublease. If Tenant effects a Transfer or requests the consent of Landlord to any Transfer (whether or not such Transfer is consummated), then, upon demand, and as a condition precedent to Landlord’s consideration of the proposed assignment or sublease, Tenant agrees to pay Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord’s reasonable attorneys’ and paralegal fees and other costs incurred by Landlord (not to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding Landlord’s in-house attorneys or paralegals). Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transferassumption.

Additional Conditions; Excess Rent. A condition to Landlord’s 's consent to any Transfer will be the delivery to Landlord of a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, in form and substance reasonably satisfactory to Landlord, an original of Landlord’s standard commercially reasonable consent form executed by both Tenant and the proposed Transferee (with such changes as Tenant or the Transferee shall request and Landlord shall agree to)Transferee, and an affirmation of guaranty in form satisfactory to Landlord executed by each guarantor of this Lease, if any. In addition, Tenant shall pay to Landlord as Additional Rent within thirty (30) days after receipt thereof, without affecting or reducing any other obligations of Tenant hereunder, fifty percent (50%) of any rent or other economic consideration received by Tenant as a result of any Transfer which exceeds, in the aggregate, (i) the total Rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period, plus (ii) any tenant improvement costs or similar concessions, reasonable brokerage commissions, marketing fees, commissions and attorneys’ ' fees and costs actually paid by Tenant in connection with such Transfer, which commissions and fees shall, plus (iii) the reasonable costs actually incurred by Tenant for purposes of tenant improvements necessary for the aforesaid calculation, be amortized on a straight-line basis over the term of such assignment or subleaseTransferee. If Tenant effects a Transfer or requests the consent of Landlord to any Transfer (whether or not such Transfer is consummated), then, upon demand, and as a condition precedent to Landlord’s consideration of the proposed assignment or sublease, Tenant agrees to pay reimburse Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord’s for its reasonable attorneys’ ' and paralegal fees and other costs reasonably incurred by Landlord (not to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding whether attributable to Landlord’s 's in-house attorneys or paralegalsparalegals or otherwise). Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement Reimbursement of Landlord’s 's attorneys’ ' and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transfer.

Additional Conditions; Excess Rent. A condition If Landlord approves of the proposed Transfer pursuant to Landlord’s consent Section 14.2(a) above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to any the following further conditions: (a) the Transfer will shall be on materially the delivery same terms set forth in the Transfer Notice delivered to Landlord of (if the terms have materially changed, Tenant must submit a true copy revised Transfer Notice to Landlord and Landlord shall have another ten (10) days after receipt thereof to make the election in Sections 14.2 above); (b) no Transfer shall be valid and no Transferee shall take possession of the fully Premises until an executed instrument counterpart of the assignment, sublease, transfer sublease or hypothecation, other instrument affecting the Transfer has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease after the date such assignment is effective (in form and substance reasonably satisfactory to Landlord, the event of an original of Landlord’s standard consent form executed by both Tenant and the proposed Transferee (with such changes as Tenant assignment) or the Transferee shall request confirm the sublease is subject and Landlord subordinate to this Lease (with respect to a sublease); (c) no Transferee shall agree to)have a further right to assign, and an affirmation of guaranty encumber or sublet, except on the terms herein contained; and (d) except in form satisfactory to Landlord executed by each guarantor of this Lease, if any. In addition, Tenant shall pay to Landlord as Additional Rent within thirty (30) days after receipt thereof, without affecting or reducing any other obligations of Tenant hereunderconnection with a Permitted Transfer, fifty percent (50%) of any all rent or other economic consideration received by Tenant as a result of any such Transfer which exceeds, in the aggregate, (i) the total Monthly Basic Rent and Expenses which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period), plus (ii) any tenant improvement costs or similar concessions, actual and reasonable brokerage commissions, marketing actual and reasonable attorney fees, advertising costs not included in the brokerage commissions and attorneys’ fees tenant improvement allowances or the cost of work to prepare the applicable portion of the Premises for occupancy by the Transferee (or otherwise performed by Tenant and costs which reasonably benefits the Transfer) which is actually paid by Tenant in connection with such Transfer, which commissions and fees shallshall be paid to Landlord within ten (10) days after receipt thereof as Additional Rent under this Lease, for without affecting or reducing any other obligations of Tenant hereunder. For purposes of calculating the aforesaid calculation“profit sharing” in this section, Base Rent shall be amortized on a straight-line basis over the term deemed to have not been abated pursuant to Section 3.3 or any other provision of such assignment or sublease. If Tenant effects a Transfer or requests the consent of Landlord to any Transfer (whether or not such Transfer is consummated), then, upon demand, and as a condition precedent to Landlord’s consideration of the proposed assignment or sublease, Tenant agrees to pay Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord’s reasonable attorneys’ and paralegal fees and other costs incurred by Landlord (not to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding Landlord’s in-house attorneys or paralegals). Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transferthis Lease.

Additional Conditions; Excess Rent. A condition If Landlord does not exercise its sublease or termination option and instead approves of the proposed Transfer pursuant to Landlord’s consent Subparagraph 16.3(a) above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to any the following further conditions: (a) the Transfer will shall be on the delivery same terms set forth in the Transfer Notice delivered to Landlord of (if the terms have changed, Tenant must submit a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, in form and substance reasonably satisfactory revised Transfer Notice to Landlord, an original of Landlord’s standard consent form executed by both Tenant and the proposed Transferee (with such changes as Tenant or the Transferee shall request Landlord and Landlord shall agree to), and an affirmation of guaranty in form satisfactory to Landlord executed by each guarantor of this Lease, if any. In addition, Tenant shall pay to Landlord as Additional Rent within thirty have another twenty (3020) days after receipt thereofthereof to make the election in Subparagraphs 16.3(a) or 16.3(b) above); (b) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, without sublease or other instrument affecting the Transfer has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant's obligations under this Lease (or reducing any other with respect to a sublease of a portion of the Premises or for a portion of the Term, all of Tenant's obligations of Tenant hereunderapplicable to such portion); (c) no Transferee shall have a further right to assign, fifty percent encumber or sublet, except on the terms herein contained; and (50%d) of any rent or other economic consideration received by Tenant as a result of any such Transfer which exceeds, in the aggregate, (i) the total Rent rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period), plus (ii) any tenant improvement costs or similar concessions, reasonable brokerage commissions, marketing feesattorneys, and attorneys’ fees and moving costs actually paid by Tenant in connection with such Transfer, which commissions and fees shallshall be paid to Landlord within ten (10) days after receipt thereof as additional rental under this Lease, for purposes without affecting or reducing any other obligations of the aforesaid calculation, be amortized on a straight-line basis over the term of such assignment or sublease. If Tenant effects a Transfer or requests the consent of Landlord to any Transfer (whether or not such Transfer is consummated), then, upon demand, and as a condition precedent to Landlord’s consideration of the proposed assignment or sublease, Tenant agrees to pay Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord’s reasonable attorneys’ and paralegal fees and other costs incurred by Landlord (not to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding Landlord’s in-house attorneys or paralegals). Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transferhereunder.

Additional Conditions; Excess Rent. A condition If for a Transfer other than a Permitted Transfer, Landlord approves of the proposed Transfer pursuant to Landlord’s consent Section 14.3 above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to any the following further conditions: (a) the Transfer will shall be on the delivery same terms set forth in the Transfer Notice delivered to Landlord of (if the terms have changed, Tenant must submit a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, in form and substance reasonably satisfactory revised Transfer Notice to Landlord, an original of Landlord’s standard consent form executed by both Tenant and the proposed Transferee (with such changes as Tenant or the Transferee shall request Landlord and Landlord shall agree to), and an affirmation of guaranty in form satisfactory to Landlord executed by each guarantor of this Lease, if any. In addition, Tenant shall pay to Landlord as Additional Rent within thirty have another twenty (3020) days after receipt thereofthereof to make the election in Section 14.3 above); (b) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, without sublease or other instrument affecting the Transfer has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant's obligations under this Lease (or reducing any other with respect to a sublease of a portion of the Premises or for a portion of the Term, all of Tenant's obligations of Tenant hereunderapplicable to such portion); (c) no Transferee shall have a further right to assign, fifty percent encumber or sublet, except on the terms herein contained; and (50%d) one-half (1/2) of any rent or other economic consideration received by Tenant as a result of any such Transfer which exceeds, in the aggregate, (i) the total Rent rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period), plus (ii) the total rent paid to Landlord by Tenant for all days the portion of the Premises in question was vacated commencing on and after the Downtime Start Date (as defined below), plus (iii) any tenant improvement costs or similar concessions, reasonable brokerage commissions, marketing attorneys' fees, moving costs and attorneys’ fees and costs other economic concessions actually paid by Tenant in connection with such Transfer, shall be paid to Landlord within ten (10) days after receipt thereof as additional rental under this Lease, without affecting or reducing any other obligations of Tenant hereunder. The Downtime Start Date shall mean the later of (A) the date which commissions Tenant vacates and fees shall, for purposes does not reoccupy the portion of the aforesaid calculation, be amortized on a straight-line basis over Premises in question and delivers written notice of the term of such assignment or sublease. If Tenant effects a Transfer or requests the consent of Landlord same to any Transfer (whether or not such Transfer is consummated), then, upon demandLandlord, and as (B) the date Tenant enters into a condition precedent to Landlord’s consideration listing agreement for the portion of the proposed assignment or subleasePremises in question with a reputable broker, Tenant agrees to pay and provides Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord’s reasonable attorneys’ and paralegal fees and other costs incurred by Landlord (not to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding Landlord’s in-house attorneys or paralegals). Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transferwith written notice thereof.

Additional Conditions; Excess Rent. A condition to Landlord’s consent to any Transfer will be the delivery to Landlord of a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, in form and substance reasonably satisfactory to Landlord, an original of Landlord’s standard consent form executed by both Tenant and the proposed Transferee (with such changes as Tenant or the Transferee shall request and Landlord shall agree to)Transferee, and an affirmation of guaranty in form satisfactory to Landlord executed by each guarantor of this Lease, if any. In addition, Tenant shall pay to Landlord as Additional Rent within thirty (30) days after receipt thereof, without affecting or reducing any other obligations of Tenant hereunder, fifty percent (50%) of any rent or other economic consideration received by Tenant as a result of any Transfer which exceeds, in the aggregate, (i) the total Rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period, plus (ii) any tenant improvement costs or similar concessions, reasonable brokerage commissions, marketing attorneys’ fees, and attorneys’ fees and costs tenant improvements or other monetary concession actually paid by Tenant in connection with such Transfer, which commissions and fees shall, for purposes of the aforesaid calculation, be amortized on a straight-line basis over the term of such assignment or sublease. If Tenant effects a Transfer or requests the consent of Landlord to any Transfer (whether or not such Transfer is consummated), then, upon demand, and as a condition precedent to Landlord’s consideration of the proposed assignment or sublease, Tenant agrees to pay Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord’s reasonable attorneys’ and paralegal fees and other costs incurred by Landlord (not to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding whether attributable to Landlord’s in-house attorneys or paralegalsparalegals or otherwise). Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transfer.

Additional Conditions; Excess Rent. A condition to Landlord’s consent to any Transfer will be the delivery to Landlord of a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, in form and substance reasonably satisfactory to Landlord, an original of Landlord’s standard consent form executed by both Tenant and the proposed Transferee (with such changes as Tenant or the Transferee shall request and Landlord shall agree to)Transferee, and an affirmation of guaranty in form satisfactory to Landlord executed by each guarantor of this Lease, if any. In addition, Tenant shall pay to Landlord as Additional Rent within thirty (30) days after receipt thereof, without affecting or reducing any other obligations of Tenant hereunder, fifty percent (50%) of any rent or other economic consideration received by Tenant as a result of any Transfer which exceeds, in the aggregate, (i) the total Rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period, plus (ii) any tenant improvement costs or similar concessions, reasonable brokerage commissions, marketing fees, commissions and attorneys’ fees and costs actually paid by Tenant in connection with such Transfer, which commissions and fees shall, for purposes of the aforesaid calculation, be amortized on a straight-line basis over the term of such assignment or sublease. If Tenant effects a Transfer or requests the consent of Landlord to any Transfer (whether or not such Transfer is consummated), then, upon demand, and as a condition precedent to Landlord’s consideration of the proposed assignment or sublease, Tenant agrees to pay Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord’s reasonable attorneys’ and paralegal fees and other costs incurred by Landlord (not to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding whether attributable to Landlord’s in-house attorneys or paralegalsparalegals or otherwise). Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transfer.

Additional Conditions; Excess Rent. A condition If Landlord does not exercise its recapture option described in Section 14.3(b) above and instead approves of the proposed Transfer pursuant to Landlord’s consent Section 14.3(a) above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to any the following Further conditions: (a) the Transfer will shall be on the delivery same terms set forth in the Transfer Notice delivered to Landlord of (if the terms have changed, Tenant must submit a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, in form and substance reasonably satisfactory revised Transfer Notice to Landlord, an original of Landlord’s standard consent form executed by both Tenant and the proposed Transferee (with such changes as Tenant or the Transferee shall request Landlord and Landlord shall agree to), and an affirmation of guaranty in form satisfactory to Landlord executed by each guarantor of this Lease, if any. In addition, Tenant shall pay to Landlord as Additional Rent within have another thirty (30) days after receipt thereofthereof to make the election in Sections 14.3(a) or 14.3(b) above); (b) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, without affecting sublease or reducing any other instrument effecting the Transfer has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease (or with respect to a sublease of Tenant hereundera portion of the Premises or for a portion of the Term, all of Tenant’s obligations applicable to such portion); (c) no Transferee shall have a further right to assign, encumber or sublet, except an the terms herein contained; and (d) fifty percent (50%) of any rent or other economic consideration received by Tenant as a result of any such Transfer which exceeds, in the aggregate, (i) the The total Rent rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period), plus (ii) any tenant improvement costs or similar concessions, documented and reasonable brokerage commissions, marketing fees, and attorneys’ fees and moving costs actually paid by Tenant in connection with such Transfer, which commissions and fees shallshall be paid to Landlord within ten (10) days after receipt thereof as additional rental under this Lease, for purposes without affecting or reducing any other obligations of the aforesaid calculation, be amortized on a straight-line basis over the term of such assignment or sublease. If Tenant effects a Transfer or requests the consent of Landlord to any Transfer (whether or not such Transfer is consummated), then, upon demand, and as a condition precedent to Landlord’s consideration of the proposed assignment or sublease, Tenant agrees to pay Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord’s reasonable attorneys’ and paralegal fees and other costs incurred by Landlord (not to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding Landlord’s in-house attorneys or paralegals). Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transferhereunder.

Additional Conditions; Excess Rent. A condition If Landlord does not exercise its recapture option described in Section 14.3(b) above and instead approves of the proposed Transfer pursuant to Landlord’s consent Section 14.3(a) above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to any the following further conditions: (a) the Transfer will shall be on the delivery same terms set forth in the Transfer Notice delivered to Landlord of (if the terms have changed, Tenant must submit a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, in form and substance reasonably satisfactory revised Transfer Notice to Landlord, an original of Landlord’s standard consent form executed by both Tenant and the proposed Transferee (with such changes as Tenant or the Transferee shall request Landlord and Landlord shall agree to), and an affirmation of guaranty in form satisfactory to Landlord executed by each guarantor of this Lease, if any. In addition, Tenant shall pay to Landlord as Additional Rent within have another thirty (30) days after receipt thereofthereof to make the election in Sections 14.3(a) or 14.3(b) above); (b) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, without affecting sublease or reducing any other instrument effecting the Transfer has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease (or with respect to a sublease of Tenant hereundera portion of the Premises or for a portion of the Term, all of Tenant’s obligations applicable to such portion); (c) no Transferee shall have a further right to assign, encumber or sublet, except on the terms herein contained; and (d) fifty percent (50%) of any rent or other economic consideration received by Tenant as a result of any such Transfer which exceeds, in the aggregate, (i) the total Rent rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period), plus (ii) any tenant improvement costs or similar concessions, documented and reasonable brokerage commissions, marketing fees, and attorneys’ fees and moving costs and other market concessions actually paid by Tenant in connection with such Transfer, which commissions including any amounts paid to Landlord and fees shall, for purposes of the aforesaid calculation, be amortized on a straight-line basis over the term of such assignment or sublease. If Tenant effects a Transfer or requests the consent of Landlord its attorneys and consultants pursuant to any Transfer (whether or not such Transfer is consummated), then, upon demand, and as a condition precedent to obtaining Landlord’s consideration consent, shall be paid to Landlord within ten (10) days after receipt thereof as additional rental under this Lease, without affecting or reducing any other obligations of the proposed assignment or sublease, Tenant agrees to pay Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord’s reasonable attorneys’ and paralegal fees and other costs incurred by Landlord (not to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding Landlord’s in-house attorneys or paralegals). Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transferhereunder.

Additional Conditions; Excess Rent. A condition If Landlord does not exercise its ---------------------------------- termination option and instead approves of the proposed Transfer pursuant to Landlord’s consent Section 11.3(a) above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to any the following further conditions: (a) the Transfer will shall be on the delivery same terms set forth in the Transfer Notice delivered to Landlord of (if the terms have materially changed, Tenant must submit a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, in form and substance reasonably satisfactory revised Transfer Notice to Landlord, an original of Landlord’s standard consent form executed by both Tenant and the proposed Transferee (with such changes as Tenant or the Transferee shall request Landlord and Landlord shall agree to), and an affirmation of guaranty in form satisfactory to Landlord executed by each guarantor of this Lease, if any. In addition, Tenant shall pay to Landlord as Additional Rent within thirty have another twenty (3020) days after receipt thereofthereof to make the election in Section 11.3(a) or 11.3(b) above); (b) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, without affecting sublease or reducing any other instrument effecting the Transfer has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant's obligations under this Lease (or with respect to a sublease of Tenant hereundera portion of the Premises or for a portion of the Term, all of Tenant's obligations applicable to such portion); (c) no Transferee shall have a further right to assign, encumber or sublet except on the terms herein contained; and (d) fifty percent (50%) of any rent or other economic consideration received by Tenant as a result of any such Transfer which exceeds, in the aggregate, (i) the total Rent rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period), plus (ii) any tenant improvement costs or similar concessions, reasonable brokerage commissions, marketing fees, and attorneys’ ' fees and moving costs actually paid by Tenant in connection with such Transfer, which commissions and fees shallshall be paid to Landlord within ten (10) days after receipt thereof as Additional Rent under this Lease, for purposes without affecting or reducing any other obligations of the aforesaid calculation, be amortized on a straight-line basis over the term of such assignment or sublease. If Tenant effects a Transfer or requests the consent of Landlord to any Transfer (whether or not such Transfer is consummated), then, upon demand, and as a condition precedent to Landlord’s consideration of the proposed assignment or sublease, Tenant agrees to pay Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord’s reasonable attorneys’ and paralegal fees and other costs incurred by Landlord (not to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding Landlord’s in-house attorneys or paralegals). Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transferhereunder.

Additional Conditions; Excess Rent. A condition If Landlord approves of the proposed Transfer pursuant to Landlord’s consent Section 14.2 above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to any the following further conditions: (a) the Transfer will shall be on materially the delivery same terms set forth in the Transfer Notice delivered to Landlord of (if the terms have materially changed, Tenant must submit a true copy revised Transfer Notice to Landlord and Landlord shall have another ten (10) days after receipt thereof to make the election in Sections 14.2 above); (b) no Transfer shall be valid and no Transferee shall take possession of the fully Premises until an executed instrument counterpart of the assignment, sublease, transfer sublease or hypothecation, other instrument affecting the Transfer has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease after the date such assignment is effective (in form and substance reasonably satisfactory to Landlord, the event of an original of Landlord’s standard consent form executed by both Tenant and the proposed Transferee (with such changes as Tenant assignment) or the Transferee shall request confirm the sublease is subject and Landlord subordinate to this Lease (with respect to a sublease); (c) no Transferee shall agree to)have a further right to assign, and an affirmation of guaranty encumber or sublet, except on the terms herein contained; and (d) except in form satisfactory to Landlord executed by each guarantor of this Lease, if any. In addition, Tenant shall pay to Landlord as Additional Rent within thirty (30) days after receipt thereof, without affecting or reducing any other obligations of Tenant hereunderconnection with a Permitted Transfer, fifty percent (50%) of any all rent or other economic consideration received by Tenant as a result of any such Transfer which exceeds, in the aggregate, (i) the total Monthly Basic Rent and Expenses which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period), plus (ii) any tenant improvement costs or similar concessions, actual and reasonable brokerage commissions, marketing actual and reasonable attorney fees, advertising costs not included in the brokerage commissions and attorneys’ fees tenant improvement allowances or the cost of work to prepare the applicable portion of the Premises for occupancy by the Transferee (or otherwise performed by Tenant and costs which reasonably benefits the Transfer) which is actually paid by Tenant in connection with such Transfer, which commissions and fees shallshall be paid to Landlord within ten (10) days after receipt thereof as Additional Rent under this Lease, for without affecting or reducing any other obligations of Tenant hereunder. For purposes of calculating the aforesaid calculation“profit sharing” in this section, Base Rent shall be amortized on a straight-line basis over the term deemed to have not been abated pursuant to Section 3.3 or any other provision of such assignment or sublease. If Tenant effects a Transfer or requests the consent of Landlord to any Transfer (whether or not such Transfer is consummated), then, upon demand, and as a condition precedent to Landlord’s consideration of the proposed assignment or sublease, Tenant agrees to pay Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord’s reasonable attorneys’ and paralegal fees and other costs incurred by Landlord (not to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding Landlord’s in-house attorneys or paralegals). Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transferthis Lease.

Additional Conditions; Excess Rent. A condition to Landlord’s consent to any Transfer will be the delivery to Landlord of a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, in form and substance reasonably satisfactory to Landlord, an original of Landlord’s standard consent form executed by both Tenant and the proposed Transferee (with such changes as Tenant or the Transferee shall request and Landlord shall agree to), and an affirmation of guaranty in form satisfactory to Landlord executed by each guarantor of this Lease, if anyTransferee. In addition, Tenant shall pay to Landlord as Additional Rent within thirty (30) days after receipt thereof, without affecting or reducing any other obligations of Tenant hereunder, fifty percent (50%) of any rent or other economic consideration received by Tenant as a result of any Transfer which exceeds, in the aggregate, (i) the total Rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period, plus (ii) any tenant improvement costs or similar concessions, reasonable brokerage commissions, marketing fees, commissions and attorneys’ fees and costs actually paid by Tenant in connection with such Transfer, which commissions and fees shall, for purposes of the aforesaid calculation, be amortized on a straight-line basis over the term of such assignment or sublease, and plus (iii) any reasonable costs actually incurred by Tenant to sublease the Premises or assign this Lease, including tenant improvement costs, rental abatement or relocation expenses actually paid by Tenant. If Tenant effects a Transfer or requests the consent of Landlord to any Transfer (whether or not such Transfer is consummated), then, upon demand, and as a condition precedent to Landlord’s consideration of the proposed assignment or sublease, Tenant agrees to pay Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord’s reasonable attorneys’ and paralegal fees and other costs incurred by Landlord (not to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding whether attributable to Landlord’s in-house attorneys or paralegalsparalegals or otherwise) not to exceed Two Thousand Five Hundred Dollars ($2.5000.00). Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transfer.

Additional Conditions; Excess Rent. A condition If for a Transfer other than a Permitted Transfer Landlord does not exercise its sublease or termination option and instead approves of the proposed Transfer pursuant to Landlord’s consent Section 14.3(a) above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to any the following further conditions: (a) the Transfer will shall be on the delivery same terms set forth in the Transfer Notice delivered to Landlord of (if the terms have changed, Tenant must submit a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, in form and substance reasonably satisfactory revised Transfer Notice to Landlord, an original of Landlord’s standard consent form executed by both Tenant and the proposed Transferee (with such changes as Tenant or the Transferee shall request Landlord and Landlord shall agree to), and an affirmation of guaranty in form satisfactory to Landlord executed by each guarantor of this Lease, if any. In addition, Tenant shall pay to Landlord as Additional Rent within thirty have another twenty (3020) days after receipt thereofthereof to make the election in Sections 14.3(a) or 14.3(b) above); (b) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, without sublease or other instrument affecting the Transfer has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease (or reducing any other with respect to a sublease of a portion of the Premises or for a portion of the Term, all of Tenant’s obligations applicable to such portion) and the Transferee shall have executed Landlord’s standard form of Tenant hereunderconsent; (c) no Transferee shall have a further right to assign, encumber or sublet, except on the terms herein contained; and (d) fifty percent (50%) of any rent or other economic consideration to the extent received by Tenant as a result of any such Transfer which exceeds, in the aggregate, (i) the total Rent rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period, but excluding any amortized tenant improvement costs, if any), plus (ii) any tenant improvement costs or similar concessions, reasonable brokerage commissions, marketing fees, and attorneys’ fees and moving costs actually paid by Tenant in connection with such TransferTransfer and any other customary, which commissions reasonable and fees shallmarket based out-of-pocket tenant concessions paid by Tenant, for purposes shall be paid to Landlord within ten (10) days after receipt thereof as additional rental under this Lease, without affecting or reducing any other obligations of Tenant hereunder. The foregoing is not intended to permit Landlord to share in proceeds of the aforesaid calculationsale of Tenant’s business, be amortized on a straight-line basis over except to the term of extent that such assignment or sublease. If Tenant effects a Transfer or requests proceeds are attributable to the consent of Landlord to any Transfer (whether or not such Transfer is consummated), then, upon demand, and as a condition precedent to Landlord’s consideration value of the proposed assignment leasehold created hereby, or sublease, to permit Tenant agrees to pay Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord’s reasonable attorneys’ and paralegal fees and other costs incurred by Landlord (not deduct expenses attributable to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding Landlord’s in-house attorneys or paralegals). Acceptance sale from such proceeds attributable to the value of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transferleasehold created hereby.

Additional Conditions; Excess Rent. A condition If for a Transfer other than a Permitted Transfer Landlord does not exercise its sublease or termination option and instead approves of the proposed Transfer pursuant to Landlord’s consent Section 14.3(a) above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to any the following further conditions: (a) the Transfer will shall be on substantially the delivery same terms set forth in the Transfer Notice delivered to Landlord of (if the terms have materially changed, Tenant must submit a true copy revised Transfer Notice to Landlord and Landlord shall have another seven (7) business days after receipt thereof to make the election in Sections 14.3(a) or 14.3(b) above); (b) no Transfer shall be valid and no Transferee shall take possession of the fully Premises until an executed instrument counterpart of the assignment, sublease, transfer sublease or hypothecation, in form and substance reasonably satisfactory other instrument affecting the Transfer has been delivered to Landlord, an original of Landlord’s standard consent form executed by both Tenant and the proposed Transferee (with such changes as Tenant or Landlord pursuant to which the Transferee shall request expressly assume all of Tenant's obligations under this Lease (or with respect to a portion of the Premises or for a portion of the Term, all of Tenant's obligations applicable to such portion) from and Landlord after the effective date of such assignment; (c) no Transferee shall agree to)have a further right to assign, and an affirmation of guaranty in form satisfactory to Landlord executed by each guarantor of this Leaseencumber or sublet, if any. In addition, Tenant shall pay to Landlord as Additional Rent within thirty except on the terms herein contained; and (30d) days after receipt thereof, without affecting or reducing any other obligations of Tenant hereunder, fifty percent (50%) of any rent or other economic consideration received by Tenant as a result of any such Transfer which exceeds, in the aggregate, (i) the total Rent rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period), plus (ii) any tenant improvement costs or similar concessions, reasonable brokerage commissions, marketing attorneys' fees, reasonable tenant improvement or renovation costs and attorneys’ fees and other reasonable out-of-pocket costs actually paid by Tenant in connection with such Transfer, which commissions and fees shallshall be paid to Landlord within ten (10) days after receipt thereof as additional rental under this Lease, for purposes without affecting or reducing any other obligations of the aforesaid calculationTenant hereunder; provided, be amortized on a straight-line basis over the term of such assignment or sublease. If Tenant effects a Transfer or requests the consent of Landlord however, that this subsection 14.4(d) shall not apply to any Transfer (whether or not such Transfer is consummated), then, upon demand, and as a condition precedent permitted Transfers made pursuant to Landlord’s consideration of the proposed assignment or sublease, Tenant agrees to pay Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord’s reasonable attorneys’ and paralegal fees and other costs incurred by Landlord (not to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding Landlord’s in-house attorneys or paralegals). Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees shall in no event obligate Landlord to consent to any proposed TransferSection 14.2 above.

Additional Conditions; Excess Rent. A condition to Landlord’s consent to any Transfer will be the delivery to Landlord of a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, in form and substance reasonably satisfactory to Landlord, an original of Landlord’s standard consent form executed by both Tenant and the proposed Transferee (with such changes as Tenant or the Transferee shall request and Landlord shall agree to)Transferee, and an affirmation of guaranty in form satisfactory to Landlord executed by each guarantor of this Lease, if any. In addition, Tenant shall pay to Landlord as Additional Rent within thirty (30) days after receipt thereof, without affecting or reducing any other obligations of Tenant hereunder, fifty percent (50%) of any rent or other economic consideration received by Tenant as a result of any Transfer which exceeds, in the aggregate, (i) the total Rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period, plus (ii) any tenant improvement costs or similar concessions, reasonable brokerage commissions, marketing fees, commissions and attorneys’ fees and costs actually paid by Tenant in connection with such Transfer, which commissions and fees shall, for purposes of the aforesaid calculation, be amortized on a straight-line basis over the term of such assignment or sublease. If Tenant effects a Transfer or requests the consent of Landlord to any Transfer (whether or not such Transfer is consummated), then, upon demand, and as a condition precedent to Landlord’s consideration of the proposed assignment or sublease, Tenant agrees to pay Landlord a non-refundable administrative fee of Five Hundred 00/100 Dollars ($500.00), plus Landlord’s reasonable attorneys’ and paralegal fees and other costs incurred by Landlord (not to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding whether attributable to Landlord’s in-house attorneys or paralegalsparalegals or otherwise). Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transfer.

Additional Conditions; Excess Rent. A condition to LandlordXxxxxxxx’s consent to any Transfer will be the delivery to Landlord of a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, in form and substance reasonably satisfactory to Landlord, an original of Landlord’s standard consent form executed by both Tenant Xxxxxx and the proposed Transferee (with such changes as Tenant or the Transferee shall request and Landlord shall agree to)Transferee, and an affirmation of guaranty in form satisfactory to Landlord executed by each guarantor of this Lease, if any. In addition, Tenant shall pay to Landlord as Additional Rent within thirty (30) days after receipt thereof, without affecting or reducing any other obligations of Tenant hereunder, fifty percent (50%) of any rent or other economic consideration received by Tenant Xxxxxx as a result of any Transfer which exceeds, in the aggregate, (i) the total Rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period, plus (ii) any tenant improvement costs or similar concessions, reasonable brokerage commissions, marketing fees, commissions and attorneys’ fees and costs actually paid by Tenant in connection with such Transfer, which commissions (iii) the cost of any changes, alterations and fees shallimprovements to the Premises performed by Tenant in connection with such Transfer, for purposes and (iv) the amount of the aforesaid calculation, be amortized on a straight-line basis over the term of any free base rent reasonably provided to such assignment or subleaseTransferee. If Tenant effects a Transfer or requests the consent of Landlord to any Transfer (whether or not such Transfer is consummated), then, upon demand, and as a condition precedent to Landlord’s consideration of the proposed assignment or sublease, Tenant Xxxxxx agrees to pay Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord’s reasonable attorneys’ and paralegal fees and other costs incurred by Landlord (not to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding whether attributable to Landlord’s in-house attorneys or paralegalsparalegals or otherwise), in an amount not to exceed Three Thousand Dollars ($3,000) for a transfer in the ordinary course of business. Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transfer.

Additional Conditions; Excess Rent. A condition If for a Transfer other than a Permitted Transfer Landlord does not exercise its sublease or termination option and instead approves of the proposed Transfer pursuant to Landlord’s consent Section 14.3(a) above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to any the following further conditions: (a) the Transfer will shall be on the delivery same terms set forth in the Transfer Notice delivered to Landlord of (if the terms have changed, Tenant must submit a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, in form and substance reasonably satisfactory revised Transfer Notice to Landlord, an original of Landlord’s standard consent form executed by both Tenant and the proposed Transferee (with such changes as Tenant or the Transferee shall request Landlord and Landlord shall agree to), and an affirmation of guaranty in form satisfactory to Landlord executed by each guarantor of this Lease, if any. In addition, Tenant shall pay to Landlord as Additional Rent within thirty have another twenty (3020) days after receipt thereofthereof to make the election in Sections 14.3(a) or 14.3(b) above); (b) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, without sublease or other instrument affecting the Transfer has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant's obligations under this Lease (or reducing any other with respect to a sublease of a portion of the Premises or for a portion of the Term, all of Tenant's obligations of Tenant hereunderapplicable to such portion); (c) no Transferee shall have a further right to assign, encumber or sublet, except on the terms herein contained; and (d) fifty percent (50%) of any rent or other economic consideration received by Tenant as a result of any such Transfer which exceeds, in the aggregate, (i) the total Rent rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period), plus (ii) any reasonable brokerage commissions, attorneys' fees, reasonable tenant improvement costs or similar concessions, brokerage commissions, marketing fees, and attorneys’ fees and costs rent concessions actually paid by Tenant in connection with such Transfer, which commissions and fees shallshall be paid to Landlord within ten (10) days after receipt thereof as additional rental under this Lease, for purposes without affecting or reducing any other obligations of the aforesaid calculation, be amortized on a straight-line basis over the term of such assignment or sublease. If Tenant effects a Transfer or requests the consent of Landlord to any Transfer (whether or not such Transfer is consummated), then, upon demand, and as a condition precedent to Landlord’s consideration of the proposed assignment or sublease, Tenant agrees to pay Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord’s reasonable attorneys’ and paralegal fees and other costs incurred by Landlord (not to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding Landlord’s in-house attorneys or paralegals). Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transferhereunder.

Additional Conditions; Excess Rent. A condition to Landlord’s consent to any Transfer will be the delivery to Landlord of a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, in form and substance reasonably satisfactory to Landlord, an original of Landlord’s standard consent form executed by both Tenant and the proposed Transferee (with such changes as Tenant or the Transferee shall request and Landlord shall agree to)Transferee, and an affirmation of guaranty in form satisfactory to Landlord executed by each guarantor of this Lease, if any. In addition, Tenant shall pay to Landlord as Additional Rent within thirty (30) days after receipt thereof, without affecting or reducing any other obligations of Tenant hereunder, fifty percent (50%) of any rent or other economic consideration received by Tenant as a result of any Transfer which exceeds, in the aggregate, (i) the total Rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period, plus (ii) any tenant improvement costs or similar concessions, reasonable brokerage commissions, marketing fees, commissions and attorneys’ fees and costs actually paid by Tenant in connection with such Transfer, plus (iii) ) any changes, alterations and improvements to the Premises in connection with the Transfer, which commissions and fees shall, for purposes of the aforesaid calculation, be amortized on a straight-line basis over the term of such assignment or sublease. If Tenant effects a Transfer or requests the consent of Landlord to any Transfer (whether or not such Transfer is consummated), then, upon demand, and as a condition precedent to Landlord’s consideration of the proposed assignment or sublease, Tenant agrees to pay Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord’s reasonable attorneys’ and paralegal fees and other costs incurred by Landlord (not to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding whether attributable to Landlord’s in-house attorneys or paralegalsparalegals or otherwise). Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transfer.

Additional Conditions; Excess Rent. A condition If Landlord does not exercise its sublease or termination option and instead approves of the proposed Transfer pursuant to Landlord’s consent Section 14.2(a) above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to any the following further conditions: (a) the Transfer will shall be on the delivery same terms set forth in the Transfer Notice delivered to Landlord of (if the terms have changed, Tenant must submit a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, in form and substance reasonably satisfactory revised Transfer Notice to Landlord, an original of Landlord’s standard consent form executed by both Tenant and the proposed Transferee (with such changes as Tenant or the Transferee shall request Landlord and Landlord shall agree to), and an affirmation of guaranty in form satisfactory to Landlord executed by each guarantor of this Lease, if any. In addition, Tenant shall pay to Landlord as Additional Rent within thirty have another twenty (3020) days after receipt thereofthereof to make the election in Section 14.2(a) or 14.2(b) above); (b) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, without sublease or other instrument affecting the Transfer has been delivered to Landlord pursuant to which Transferee shall expressly assume all of Tenant's obligation under this Lease (or reducing any other with respect to a sublease of a portion of the Premises or for a portion of the term, all of Tenant's obligations of Tenant hereunderapplicable to such portion); (c) no Transferee shall have a further right to assign, fifty percent encumber or sublet, except on the terms herein contained; and (50%d) of any rent or other economic consideration received by Tenant as a result of any such Transfer which exceeds, in the aggregate, (i) the total Rent rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period, plus (ii) any tenant improvement costs or similar concessions, brokerage commissions, marketing fees, and attorneys’ fees and costs actually paid by Tenant in connection with such Transfer, which commissions and fees shall, for purposes of the aforesaid calculation, be amortized on a straight-line basis over the term of such assignment or sublease. If Tenant effects a Transfer or requests the consent of Landlord to any Transfer (whether or not such Transfer is consummated), thenshall be paid to Landlord within ten (10) days after receipt thereof as additional rental under this Lease, upon demand, and as a condition precedent to Landlord’s consideration without affecting or reducing any other obligations of the proposed assignment or sublease, Tenant agrees to pay Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord’s reasonable attorneys’ and paralegal fees and other costs incurred by Landlord (not to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding Landlord’s in-house attorneys or paralegals). Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transferhereunder.

Additional Conditions; Excess Rent. A condition If for a Transfer other than a Permitted Transfer Landlord does not exercise its sublease or termination option and instead approves of the proposed Transfer pursuant to Landlord’s consent Section 14.3(a) above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to any the following further conditions: (a) the Transfer will shall be on substantially the delivery same terms set forth in the Transfer Notice delivered to Landlord of (if the terms have materially changed, Tenant must submit a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, in form and substance reasonably satisfactory revised Transfer Notice to Landlord, an original of Landlord’s standard consent form executed by both Tenant and the proposed Transferee (with such changes as Tenant or the Transferee shall request Landlord and Landlord shall agree to), and an affirmation of guaranty in form satisfactory to Landlord executed by each guarantor of this Lease, if any. In addition, Tenant shall pay to Landlord as Additional Rent within have another thirty (30) days after receipt thereofthereof to make the election in Sections 14.3(a) or 14.3(b) above); (b) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, without sublease or other instrument affecting the Transfer has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant's obligations under this Lease (or reducing any other with respect to a sublease of a portion of the Premises or for a portion of the Term, all of Tenant's obligations of Tenant hereunderapplicable to such portion); (c) no Transferee shall have a further right to assign, encumber or sublet, except on the terms herein contained; and (d) fifty percent (50%) of any rent or other economic consideration received by Tenant as a result of any such Transfer which exceeds, in the aggregate, (i) the total Rent rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period), plus (ii) any tenant improvement costs or similar concessions, reasonable brokerage commissions, marketing fees, and attorneys’ ' fees and reasonable tenant improvement costs actually paid by Tenant in connection with such Transfer, which commissions and fees shallshall be paid to Landlord within ten (10) days after receipt thereof as additional rental under this Lease, for purposes without affecting or reducing any other obligations of the aforesaid calculation, be amortized on a straight-line basis over the term of such assignment or sublease. If Tenant effects a Transfer or requests the consent of Landlord to any Transfer (whether or not such Transfer is consummated), then, upon demand, and as a condition precedent to Landlord’s consideration of the proposed assignment or sublease, Tenant agrees to pay Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord’s reasonable attorneys’ and paralegal fees and other costs incurred by Landlord (not to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding Landlord’s in-house attorneys or paralegals). Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transferhereunder.

Additional Conditions; Excess Rent. A condition If Landlord does not exercise any of its applicable options pursuant to Landlord’s consent Section 13.3 above, then Landlord may either approve or disapprove such Transfer, which approval shall not be unreasonably withheld, conditioned or delayed. If Landlord grants such approval, Tenant may enter into the proposed Transfer with such proposed Transferee subject to any the following further conditions: (a) the Transfer will shall be on substantially the delivery same terms set forth in the Transfer Notice delivered to Landlord of (if the terms have substantially changed, Tenant must submit a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, in form and substance reasonably satisfactory revised Transfer Notice to Landlord, an original of Landlord’s standard consent form executed by both Tenant and the proposed Transferee (with such changes as Tenant or the Transferee shall request Landlord and Landlord shall agree to), and an affirmation of guaranty in form satisfactory to Landlord executed by each guarantor of this Lease, if any. In addition, Tenant shall pay to Landlord as Additional Rent within thirty have another ten (3010) days after receipt thereofthereof to exercise any of the options described in Section 13.3 above; (b) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, without sublease or other instrument affecting the Transfer has been delivered to Landlord that provides that the Transferee shall expressly assume all of Tenant’s obligations under this Lease (or reducing any other with respect to a sublease of a portion of the Premises or for a portion of the Term, assume all of Tenant’s obligations of Tenant hereunderapplicable to such portion); (c) no Transferee shall have a further right to assign, encumber or sublet, except on the terms herein contained; and (d) fifty percent (50%) of the amount by which any rent or other economic consideration received by Tenant as a result of any such Transfer which exceeds, in the aggregate, (i) the total Rent rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period), plus (ii) any tenant improvement costs or similar concessions, reasonable brokerage commissions, reasonable tenant improvement costs, free rent, reasonable marketing feescosts, and reasonable attorneys’ fees and reasonable moving costs actually paid by Tenant in connection with such Transfer, which commissions and fees shallshall be paid to Landlord within fifteen (15) days after receipt thereof as additional rental under this Lease, for purposes without affecting or reducing any other obligations of the aforesaid calculation, be amortized on a straight-line basis over the term of such assignment or sublease. If Tenant effects a Transfer or requests the consent of Landlord to any Transfer (whether or not such Transfer is consummated), then, upon demand, and as a condition precedent to Landlord’s consideration of the proposed assignment or sublease, Tenant agrees to pay Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord’s reasonable attorneys’ and paralegal fees and other costs incurred by Landlord (not to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding Landlord’s in-house attorneys or paralegals). Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transferhereunder.

Additional Conditions; Excess Rent. A condition If for a Transfer other than a Permitted Transfer Landlord does not exercise its sublease or termination option and instead approves of the proposed Transfer pursuant to Landlord’s consent Section 14.3(a) above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to any the following further conditions: (a) the Transfer will shall be on the delivery same terms set forth in the Transfer Notice delivered to Landlord of (if the terms have changed, Tenant must submit a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, in form and substance reasonably satisfactory revised Transfer Notice to Landlord, an original of Landlord’s standard consent form executed by both Tenant and the proposed Transferee (with such changes as Tenant or the Transferee shall request Landlord and Landlord shall agree to), and an affirmation of guaranty in form satisfactory to Landlord executed by each guarantor of this Lease, if any. In addition, Tenant shall pay to Landlord as Additional Rent within thirty have another twenty (3020) days after receipt thereofthereof to make the election in Sections 14.3(a) or 14.3(b) above); (b) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, without sublease or other instrument affecting the Transfer has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease (or reducing any other with respect to a sublease of a portion of the Premises or for a portion of the Term, all of Tenant’s obligations of Tenant hereunderapplicable to such portion); (c) no Transferee shall have a further right to assign, fifty percent encumber or sublet, except on the terms herein contained; and (50%d) of any rent or other economic consideration received by Tenant as a result of any such Transfer which exceeds, in the aggregate, (i) the total Rent rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period, but excluding any amortized tenant improvement costs, if any), plus (ii) any tenant improvement costs or similar concessions, reasonable brokerage commissions, marketing fees, and attorneys’ fees and moving costs actually paid by Tenant in connection with such Transfer, which commissions and fees shallshall be paid to Landlord within ten (10) days after receipt thereof as additional rental under this Lease, for purposes without affecting or reducing any other obligations of the aforesaid calculation, be amortized on a straight-line basis over the term of such assignment or sublease. If Tenant effects a Transfer or requests the consent of Landlord to any Transfer (whether or not such Transfer is consummated), then, upon demand, and as a condition precedent to Landlord’s consideration of the proposed assignment or sublease, Tenant agrees to pay Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord’s reasonable attorneys’ and paralegal fees and other costs incurred by Landlord (not to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding Landlord’s in-house attorneys or paralegals). Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transferhereunder.

Additional Conditions; Excess Rent. A condition to Landlord’s consent to any If for a Transfer will be the delivery to other than a Permitted Transfer Landlord of a true copy does not exercise its sublease or termination option and instead approves of the fully executed instrument of assignmentproposed Transfer pursuant to Section 14.3(a) above, sublease, transfer or hypothecation, in form and substance reasonably satisfactory to Landlord, an original of Landlord’s standard consent form executed by both Tenant and may enter into the proposed Transferee (Transfer with such changes as Tenant or proposed Transferee subject to the Transferee shall request and Landlord shall agree to), and an affirmation of guaranty in form satisfactory to Landlord executed by each guarantor of this Lease, if any. In addition, following further conditions: (a) Tenant shall pay to Landlord, monthly throughout the term of each approved sublease, 50% of rents and/or additional consideration due Tenant from the subtenant in excess of the sum of (a) Rent payable by Tenant to Landlord hereunder for each such subleased space and (b) all costs incurred as Additional Rent within thirty part of the subleasing or assigning including brokerage fees, attorney fees and any tenant improvements Tenant is required to make. (30b) days after receipt thereofno Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, without sublease or other instrument affecting the Transfer has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease (or reducing any other with respect to a sublease of a portion of the Premises or for a portion of the Term, all of Tenant’s obligations of Tenant hereunderapplicable to such portion); (c) No Transferee shall have a further right to assign, fifty percent (50%) of any encumber or sublet, except on the terms herein contained; and all rent or other economic consideration received by Tenant as a result of any such Transfer which exceeds, in the aggregate, (i) the total Rent rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period), plus (ii) any tenant improvement costs or similar concessions, reasonable brokerage commissions, marketing reasonable attorney fees, advertising costs not included in the brokerage commissions and attorneys’ fees and costs tenant improvement allowances actually paid by Tenant in connection with such Transfer, which commissions and fees shall, for purposes of the aforesaid calculation, be Transfer amortized on a straight-line straight use basis over the term of such assignment or sublease. If Tenant effects a Transfer or requests the consent of Landlord to any Transfer (whether or not such Transfer is consummated), then, upon demand, and as a condition precedent to Landlord’s consideration of the proposed assignment or sublease, shall be paid to Landlord within ten (10) days after receipt thereof as additional rental under this Lease, without affecting or reducing any other obligations of Tenant agrees to pay Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord’s reasonable attorneys’ and paralegal fees and other costs incurred by Landlord (not to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding Landlord’s in-house attorneys or paralegals). Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transferhereunder.

Additional Conditions; Excess Rent. A condition If Landlord does not exercise its recapture option described in Section 14.3(b) above and instead approves of the proposed Transfer pursuant to Landlord’s consent Section 14.3(a) above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to any the following further conditions: (a) the Transfer will shall be on the delivery same terms set forth in the Transfer Notice delivered to Landlord of (if the terms have changed, Tenant must submit a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, in form and substance reasonably satisfactory revised Transfer Notice to Landlord, an original of Landlord’s standard consent form executed by both Tenant and the proposed Transferee (with such changes as Tenant or the Transferee shall request Landlord and Landlord shall agree to), and an affirmation of guaranty in form satisfactory to Landlord executed by each guarantor of this Lease, if any. In addition, Tenant shall pay to Landlord as Additional Rent within have another thirty (30) days after receipt thereofthereof to make the election in Sections 14.3(a) or 14.3(b) above); (b) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, without affecting sublease or reducing any other instrument effecting the Transfer has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease (or with respect to a sublease of Tenant hereundera portion of the Premises or for a portion of the Term, all of Tenant’s obligations applicable to such portion); (c) no Transferee shall have a further right to assign, encumber or sublet, except on the terms herein contained; and (d) fifty percent (50%) of any rent or other economic consideration received by Tenant as a result of any such Transfer which exceeds, in the aggregate, (i) the total Rent rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period), plus (ii) any tenant improvement costs or similar concessions, documented and reasonable brokerage commissions, marketing fees, and attorneys’ fees and moving costs actually paid by Tenant in connection with such Transfer, which commissions and fees shallshall be paid to Landlord within ten (10) days after receipt thereof as additional rental under this Lease, for purposes without affecting or reducing any other obligations of the aforesaid calculation, be amortized on a straight-line basis over the term of such assignment or sublease. If Tenant effects a Transfer or requests the consent of Landlord to any Transfer (whether or not such Transfer is consummated), then, upon demand, and as a condition precedent to Landlord’s consideration of the proposed assignment or sublease, Tenant agrees to pay Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord’s reasonable attorneys’ and paralegal fees and other costs incurred by Landlord (not to exceed $2,500.00) in reviewing each such proposed assignment or sublease (excluding Landlord’s in-house attorneys or paralegals). Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transferhereunder.