Common use of Bonus Rent Clause in Contracts

Bonus Rent. If Landlord consents to the Sublease or Assignment within fifteen (15) days after receipt of Tenant’s notice pursuant to Paragraph 10(b), Tenant may within one hundred twenty (120) days after Landlord’s consent, but not later than the expiration of said one hundred twenty (120) days, enter into such Assignment or Sublease of the Premises or portion thereof upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to Paragraph 10(b). However, Tenant shall pay to Landlord fifty percent (50%) of the “Bonus Rent” (as defined below) attributable to such Sublease or Assignment. Tenant shall pay Bonus Rent to Landlord as and when it is received by Tenant, regardless of the time period to which it is attributable. “Bonus Rent” shall mean any rent or other consideration realized by Tenant under any and all Subleases and/or Assignments, including, without limitation, any sums paid for the sale or rental of the Tenant Improvements or any Alterations, that is in excess of the Monthly Base Rent and Additional Charges payable hereunder (or the amount thereof proportionate to the portion of the Premises subject to such Sublease(s) and/or Assignment(s)), after first deducting from such excess any costs payable by Tenant to Landlord pursuant to express provisions of this Lease in connection with Landlord’s review of Tenant’s request for consent to such Sublease(s) or Assignment(s), any reasonable legal fees and costs (up to a maximum of $15,000), and any customary brokers’ commissions that Tenant has incurred in connection with such Sublease or Assignment, all amortized on a straight line basis (without interest) over the term of the Sublease or Assignment in equal monthly installments.

Bonus Rent. If Landlord consents As a condition to Sublandlord's consent to an assignment or subletting, Sublandlord shall be entitled to receive, in the Sublease or Assignment within fifteen (15) days after receipt case of Tenant’s notice pursuant to Paragraph 10(b)a subletting, Tenant may within one hundred twenty (120) days after Landlord’s consent, but not later than the expiration of said one hundred twenty (120) days, enter into such Assignment or Sublease of the Premises or portion thereof upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to Paragraph 10(b). However, Tenant shall pay to Landlord fifty percent (50100%) of all rent (however denominated and paid) payable by the “Bonus Rent” (as defined below) attributable subtenant to such Sublease or Assignment. Tenant shall pay Bonus Rent to Landlord as and when it is received by Tenant, regardless of the time period to which it is attributable. “Bonus Rent” shall mean any rent or other consideration realized by Tenant under any and all Subleases and/or Assignments, including, without limitation, any sums paid for the sale or rental of the Tenant Improvements or any Alterations, that is Subtenant less reasonable leasing commissions in excess of that payable by Subtenant to Sublandlord pursuant to the Monthly Base Rent and Additional Charges other provisions of this Sublease and, in the case of an assignment, one hundred percent (100%) of all consideration given, directly or indirectly, by the assignee to Subtenant, in connection with such assignment; provided, however, that in making such calculation in the case of a subletting of less than the entire Premises, rent payable hereunder (or by Subtenant to Sublandlord pursuant to the amount thereof proportionate other provisions of this Sublease shall be adjusted downward, pro-rata, to apply only to the portion of the Premises subject being sublet. For the purposes of this Paragraph 12.5, the term "rent" shall mean all consideration paid or given, directly or indirectly, for the use of the Premises or any portion thereof. The term "consideration" shall mean and include money, services, property or any other thing of value such as payment of costs, cancellation of indebtedness, discounts, rebates, free or abated rent, bonuses, and similar inducements. The terms "sublet" and "sublease" and their variants shall include a sublease as to such Sublease(s) and/or Assignment(s))which Subtenant is sublessor and any sub-sublease or other sub-subtenancy, after first deducting irrespective of the number of tenancies and tenancy levels between the ultimate occupant and Sublandlord, as to which Subtenant receives any consideration, as defined in this Paragraph, and Subtenant shall require on any sublease which it executes that Subtenant receive the entire profit from such excess any costs payable all sub-subtenancies, irrespective of the number of levels thereof. Any rent or other consideration which is to be passed through to Sublandlord by Tenant to Landlord Subtenant pursuant to express provisions of this Lease Paragraph shall be paid to Sublandlord promptly upon receipt by Subtenant and shall be paid in connection with Landlord’s review of Tenant’s request for consent to such Sublease(s) or Assignment(s)cash, any reasonable legal fees and costs (up to a maximum of $15,000), and any customary brokers’ commissions that Tenant has incurred in connection with such Sublease or Assignment, all amortized on a straight line basis (without interest) over the term irrespective of the Sublease form in which received by Subtenant from any subtenant or Assignment assignee. In the event that any rent or other consideration received by Subtenant from a subtenant or assignee is in equal monthly installmentsa form other than cash, Subtenant shall pay to Sublandlord in cash the fair value of such consideration.

Bonus Rent. If Landlord consents to the any Assignment or Sublease or Assignment within fifteen (15) days after receipt of Tenant’s notice pursuant to Paragraph 10(b)11(c) [Landlord's Response To Proposed Assignment] or Paragraph 11(d) [Landlord's Response To Proposed Sublease], Tenant may within one hundred twenty (120) days after Landlord’s 's consent, but not later than the expiration of said one hundred twenty (120) days, enter into such Assignment or Sublease of the Premises or portion thereof upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to Paragraph 10(b)11(b) [Required Notice]. However, Tenant shall pay to Landlord fifty percent (50%) of the “Bonus Rent” (as defined below) attributable to such Sublease or Assignment. Tenant shall pay Bonus Rent to Landlord as and when it is received by Tenant, regardless of the time period to which it is attributable. “Bonus Rent” shall mean any rent or other consideration realized by Tenant under any and all Subleases and/or Assignments, including, without limitation, any sums paid for the sale such Assignment or rental of the Tenant Improvements or any Alterations, that is Sublease in excess of the Monthly Base Rent and Additional Charges payable hereunder (or the amount thereof proportionate to the portion of the Premises subject to such Sublease(sSublease or Assignment) and/or Assignment(s))shall be paid to Landlord, after first deducting from such excess any costs payable therefrom the unamortized value of Alterations installed by Tenant to Landlord pursuant to express provisions which are located on the portion of this Lease in connection with Landlord’s review of Tenant’s request for consent the Premises subject to such Sublease(sSublease or Assignment as of the effective date of such Assignment or Sublease which are attributable to and allocated in equal installments over the term of the Sublease or Assignment, determined by assuming a useful life equal to fifteen (15) or Assignment(s), any reasonable legal fees years and costs amortization on a straight line basis (up to a maximum of $15,000without interest), and after deducting therefrom any customary brokers’ ' commissions that Tenant has incurred in connection with such Assignment or Sublease or Assignment, all amortized on a straight line basis (without interest) over the term of the Sublease or Assignment. In such event, Tenant shall deliver evidence of the cost of the Alterations, which shall be acceptable to Landlord in its reasonable discretion, for Landlord's use as the basis for calculating the value of the Alterations for purposes of this Paragraph 11(e). Failure by Landlord to either consent or refuse such consent to a proposed Assignment in equal monthly installmentsor Sublease within the fifteen (15) day time period specified above shall be deemed to be Landlord's consent thereto.

Bonus Rent. If Landlord consents to the Sublease Tenant receives monthly rent or Assignment within fifteen (15) days after receipt of Tenant’s notice pursuant to Paragraph 10(b), Tenant may within one hundred twenty (120) days after Landlord’s consent, but not later than the expiration of said one hundred twenty (120) days, enter into such Assignment or Sublease other consideration for any transfer in excess of the Premises or monthly Rent due under this Lease or, in case of the sublease of a portion thereof upon of the terms and conditions set forth Premises, in excess of the notice furnished by Tenant monthly Rent that is fairly allocable to Landlord pursuant to Paragraph 10(b). Howeversuch portion, Tenant shall pay to Landlord fifty percent (50%) of the “Bonus Rent” (as defined below) attributable to such Sublease or Assignment. Tenant shall pay Bonus Rent to Landlord as and when it is received by Tenant, regardless difference between each payment of the time period to which it is attributable. “Bonus Rent” shall mean any monthly rent or other consideration realized and the monthly Rent due hereunder. Prior to allocating between Landlord and Tenant any monthly rent or other consideration paid by Tenant under any and all Subleases and/or Assignmentsassignee or subtenant, including, without limitation, any sums paid for in addition to deducting the sale or rental of the Tenant Improvements or any Alterations, monthly Rent that is in excess of the Monthly Base Rent and Additional Charges payable hereunder (or the amount thereof proportionate allocable to the portion of the Premises subject to such Sublease(sthe assignment or sublease, the amortized portion of the Transfer Expenses (as hereinafter defined) and/or Assignment(s)), after first deducting shall also be deducted from such excess any costs the monthly rent or other consideration payable by Tenant to Landlord pursuant to express provisions of this Lease the assignee or subtenant in connection with Landlord’s review the assignment or sublease. The transfer expenses (the "Transfer Expenses") shall consist of Tenant’s request (i) the actual, documented and reasonable out-of-pocket costs paid or incurred by Tenant for consent to such Sublease(s) or Assignment(s), any reasonable legal attorneys' fees and costs (up to a maximum of $15,000), and any customary brokers’ brokerage commissions that Tenant has incurred in connection with such Sublease the assignment or Assignmentsubletting, all (ii) the actual and documented out-of-pocket costs paid by Tenant for improvements in connection with the subletting or assignment, and (iii) an amount equal to the product of (A) the amount of the Tenant Improvements (defined in Exhibit C) constructed in the Premises and paid for by Tenant (excluding those Tenant Improvements paid for out of the Tenant Improvement Allowance (defined in Exhibit C)) and (B) a fraction, the numerator of which is the number of months remaining in the original Term and the denominator of which is one hundred forty-seven (147) (i.e., the number of months in the original Term); provided, however, the total amount of Transfer Expenses described in (i) and (ii) above shall not exceed Ten Dollars ($10.00) per rentable square foot of the sublet space or assigned Premises. The Transfer Expenses shall be amortized on a straight 39. 46 straight-line basis (without interest) interest over the term remaining Term. Landlord may, without waiving any rights or remedies, collect rent from the assignee, subtenant or occupant and apply the net amount collected to the Rent herein reserved and apportion any excess rent so collected in accordance with the terms of the Sublease or Assignment in equal monthly installmentspreceding sentence.

Bonus Rent. If Landlord consents to the Sublease or Assignment within fifteen (15) days after receipt of Tenant’s notice pursuant to Paragraph 10(b), Tenant may within one hundred twenty (120) days after Landlord’s consent, but not later than the expiration of said one hundred twenty (120) days, enter into such Assignment or Sublease of the Premises or portion thereof upon the terms and conditions set forth assigns its interest in the notice furnished by Lease or ---------- sublets the entire Premises, and neither Landlord nor Tenant to Landlord pursuant to Paragraph 10(b). Howeverterminate the Lease as provided in this Section 4.1, then Tenant shall pay to Landlord fifty percent (50%) of all Bonus Rent after Tenant has recovered the “Bonus Rent” Subleasing Costs (each as defined below) attributable to such Sublease or Assignment). Tenant shall pay Bonus Rent to Landlord as and when it is received by Tenant, regardless of the time period to which it is attributable. “The term "Bonus Rent” shall mean " is defined as any rent or other consideration realized received by Tenant under in connection with or as a result of any and all Subleases and/or Assignments, including, without limitation, any sums paid for assignment by Tenant of its interest in the sale Lease or rental sublease by Tenant of the Tenant Improvements or any Alterations, that is entire Premises in excess of the Monthly Base Rent and Additional Charges payable hereunder (or the amount thereof proportionate to the portion of the Premises subject to such Sublease(s) and/or Assignment(s)), after first deducting from such excess any costs then payable by Tenant under the Lease. The term "Subleasing Costs" is defined as the following costs paid by Tenant in connection with an assignment of its interest under the Lease or subletting of the entire Premises, and no other costs or expenses: (i) reasonable leasing commissions in an amount not to exceed (a) 6.5% of the base rent paid by the assignee during the first year after the assignment or paid by the sublessee during the first year of the sublease term, (b) 6.5% of the base rent paid by the assignee during the second year after the assignment or paid by the sublessee during the second year of the sublease term, (c) 5.5% of the base rent paid by the assignee during the third year after the assignment or paid by the sublessee during the third year of the sublease term, (d) 4.5% of the base rent paid by the assignee during the fourth year after the assignment or paid by the sublessee during the fourth year of the sublease term, and (e) 4.5% of the base rent paid by the assignee during the fifth year after the assignment or paid by the sublessee during the fifth year of the sublease term, (ii) the cost of constructing additional general purpose office improvements in the Premises, (iii) reasonable attorneys' fees, and (iv) the amount of Base Rent (the "Double Rent") paid by Tenant for the Premises during the period commencing on the later of (A) the date that Tenant commences to pay rent for a new facility in which Tenant intends to move its business previously operated in the Premises and (B) the date that Tenant vacates the Premises, and ending on the date on which Tenant's assignee or subtenant commences to pay rent to Tenant or Landlord pursuant to an executed agreement approved by Landlord in writing. For purposes of calculating the amount of excess rent payable to Landlord pursuant to express this Section 4.4, (i) the total amount of Subleasing Costs shall not exceed One Million Dollars ($1,000,000.00) and (ii) the amount of Double Rent included in Subleasing Costs shall not exceed Two Hundred Fifty Thousand Dollars ($250,000.00). The provisions contained in this Section 4.4 with respect to Tenant's obligation to pay to Landlord a portion of this the Bonus Rent shall supercede and take the place of the provisions contained in Section 16 of the Lease concerning Tenant's obligation to pay to Landlord any excess rent (and the calculation thereof) in connection with Landlord’s review an assignment by Tenant of Tenant’s request for consent to such Sublease(s) its interest in the Lease or Assignment(s), any reasonable legal fees and costs (up to a maximum of $15,000), and any customary brokers’ commissions that Tenant has incurred in connection with such Sublease or Assignment, all amortized on a straight line basis (without interest) over the term subletting of the Sublease or Assignment entire Premises during the First Extension Term. If Tenant sublets less than the entire Premises during the First Extension Term, the provisions contained in equal monthly installmentsSection 16 of the Lease with respect to Tenant's obligation to pay excess rent and the calculation thereof shall apply.

Bonus Rent. If Landlord consents In the event that Sublessor has consented to the Sublease an assignment or Assignment within fifteen subletting by Sublessee, Sublessor shall be entitled to receive: (15i) days after receipt of Tenant’s notice pursuant to Paragraph 10(b), Tenant may within one hundred twenty (120) days after Landlord’s consent, but not later than the expiration of said one hundred twenty (120) days, enter into such Assignment or Sublease of the Premises or portion thereof upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to Paragraph 10(b). Howevercase of a subletting, Tenant shall pay to Landlord fifty percent (50%) of all rent (however denominated and paid) payable by the “Bonus Rent” sub-sublessee to Sublessee in excess of that payable by Sublessee pursuant to the provisions of this Sublease, and (ii) in the case of an assignment, fifty percent (50%) of all rent (however denominated and paid) payable by the assignee to Sublessee in excess of that payable by Sublessee pursuant to the provisions of this Sublease. For the purposes of this Section 11(b), the term "rent" shall mean all consideration paid or given, directly or indirectly, for the use of the Premises or any portion thereof, and the term "consideration" shall mean and include money, services, property or any other thing of value such as payment of costs, cancellation of indebtedness, discounts, rebates and the like paid or payable to Sublessee for the assignment and for all property in the Premises included in such assignment, that are not a part of Sublessee's Property. The term "Sublessee's Property" shall mean all property owned by Sublessee other than its interest in this Sublease and the Equipment, including, but not limited to, all of Sublessee's inventory, accounts, trade fixtures, equipment, furniture, other personal property, goodwill and any other intangible personal property associated with Sublessee's business. In computing the amount payable to Sublessor, Sublessee may deduct from the rent and consideration all reasonable and customary expenses directly incurred by Sublessee attributable to the assignment or sublease, including, but not limited to, brokerage fees and legal fees. "Sublet" and "sublease" shall include a sublease as to which Sublessee is sublessor and any sub-sublease or other sub-subtenancy, irrespective of the number of tenancies and tenancy levels between the ultimate occupant and Sublessor, as to which Sublessee receives any consideration, as defined belowin this subsection. Any rent or other consideration which is to be passed through to Sublessor by Sublessee pursuant to this subsection shall be paid to Sublessor within thirty (30) attributable to such Sublease or Assignment. Tenant days after receipt by Sublessee and shall pay Bonus Rent to Landlord as and when it is be paid in cash, irrespective of the form in which received by Tenant, regardless of Sublessee from any sub-subtenant or assignee. In the time period to which it is attributable. “Bonus Rent” shall mean event that any rent or other consideration realized received by Tenant under any and all Subleases and/or Assignments, including, without limitation, any sums paid for the sale Sublessee from a sub-subtenant or rental of the Tenant Improvements or any Alterations, that assignee is in excess a form other than cash, Sublessee shall pay to Sublessor in cash the fair value of the Monthly Base Rent and Additional Charges payable hereunder (or the amount thereof proportionate to the portion of the Premises subject to such Sublease(s) and/or Assignment(s)), after first deducting from such excess any costs payable by Tenant to Landlord pursuant to express provisions of this Lease in connection with Landlord’s review of Tenant’s request for consent to such Sublease(s) or Assignment(s), any reasonable legal fees and costs (up to a maximum of $15,000), and any customary brokers’ commissions that Tenant has incurred in connection with such Sublease or Assignment, all amortized on a straight line basis (without interest) over the term of the Sublease or Assignment in equal monthly installmentsconsideration.

Bonus Rent. If Landlord consents As a condition to Sublandlord’s consent to an assignment or subletting, Sublandlord shall be entitled to receive, in the Sublease or Assignment within fifteen (15) days after receipt case of Tenant’s notice pursuant to Paragraph 10(b)a subletting, Tenant may within one hundred twenty (120) days after Landlord’s consent, but not later than the expiration of said one hundred twenty (120) days, enter into such Assignment or Sublease of the Premises or portion thereof upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to Paragraph 10(b). However, Tenant shall pay to Landlord fifty percent (50100%) of all rent (however denominated and paid) actually paid by the “Bonus Rent” subtenant to Subtenant, less reasonable leasing commissions and other reasonable costs incurred in connection with the assignment or subletting (as defined below) attributable subject to such Sublease or Assignment. Tenant shall pay Bonus Rent Sublandlord’s reasonable approval), including the costs and expenses of Sublandlord and/or Master Landlord required to Landlord as and when it is received be paid by TenantSubtenant hereunder, regardless of the time period to which it is attributable. “Bonus Rent” shall mean any rent or other consideration realized by Tenant under any and all Subleases and/or Assignments, including, without limitation, any sums paid for the sale or rental of the Tenant Improvements or any Alterations, that is in excess of that actually paid by Subtenant to Sublandlord pursuant to the Monthly Base Rent and Additional Charges payable hereunder (or the amount thereof proportionate other provisions of this Sublease with respect to the portion of the Premises subject being sublet and, in the case of an assignment, one hundred percent (100%) of all consideration given, directly or indirectly, by the assignee to such Sublease(s) and/or Assignment(s))Subtenant, after first deducting from such excess any costs payable by Tenant to Landlord pursuant to express provisions of this Lease in connection with Landlord’s review of Tenant’s request for consent to such Sublease(s) or Assignment(s), any reasonable legal fees and costs (up to a maximum of $15,000), and any customary brokers’ commissions that Tenant has incurred in connection with such Sublease or Assignmentassignment. For the purposes of this Paragraph 12.5, all amortized on a straight line basis (without interest) over the term “rent” shall mean all consideration paid or given, directly or indirectly, for the use of the Sublease Premises or Assignment any portion thereof. The term “consideration” shall mean and include money, services, property or any other thing of value such as payment of costs, cancellation of indebtedness, discounts, rebates, free or abated rent, bonuses, and similar inducements. The terms “sublet” and “sublease” and their variants shall include a sublease as to which Subtenant is sublessor and any sub-sublease or other sub-subtenancy, irrespective of the number of tenancies and tenancy levels between the ultimate occupant and Sublandlord, as to which Subtenant receives any consideration, as defined in equal monthly installmentsthis Paragraph, and Subtenant shall require on any sublease which it executes that Subtenant receive the entire profit from all subtenancies, irrespective of the number of levels thereof. Any rent or other consideration which is to be passed through to Sublandlord by Subtenant pursuant to this Paragraph shall be paid to Sublandlord promptly upon receipt by Subtenant and shall be paid in cash, irrespective of the form in which received by Subtenant from any subtenant or assignee. In the event that any rent or other consideration received by Subtenant from a subtenant or assignee is in a form other than cash, then for purposes of calculating the share of excess rents to which Sublandlord is entitled hereunder, the parties shall take into account the fair value of such consideration.

Bonus Rent. If Landlord consents As a condition to the Sublease Sublandlord's consent to an assignment or Assignment within fifteen (15) days after receipt of Tenant’s notice pursuant subletting, Sublandlord shall be entitled to Paragraph 10(b)receive, Tenant may within one hundred twenty (120) days after Landlord’s consent, but not later than the expiration of said one hundred twenty (120) days, enter into such Assignment or Sublease of the Premises or portion thereof upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to Paragraph 10(b). Howevercase of a subletting, Tenant shall pay to Landlord fifty percent (50%) of all rent (however denominated and paid) payable by the “Bonus Rent” subtenant to Subtenant, less reasonable leasing commissions and other reasonable costs incurred in connection with the assignment or subletting (as defined below) attributable subject to such Sublease or Assignment. Tenant shall pay Bonus Rent Sublandlord's reasonable approval), including the costs and expenses of Sublandlord and/or Master Landlord required to Landlord as and when it is received be paid by TenantSubtenant hereunder, regardless of the time period to which it is attributable. “Bonus Rent” shall mean any rent or other consideration realized by Tenant under any and all Subleases and/or Assignments, including, without limitation, any sums paid for the sale or rental of the Tenant Improvements or any Alterations, that is in excess of that payable by Subtenant to Sublandlord pursuant to the Monthly Base Rent and Additional Charges payable hereunder (or the amount thereof proportionate other provisions of this Sublease with respect to the portion of the Premises subject being sublet and, in the case of an assignment, fifty percent (50%) of all consideration given, directly or indirectly, by the assignee to such Sublease(s) and/or Assignment(s))Subtenant, after first deducting from such excess any costs payable by Tenant to Landlord pursuant to express provisions of this Lease in connection with Landlord’s review of Tenant’s request for consent to such Sublease(s) or Assignment(s), any reasonable legal fees and costs (up to a maximum of $15,000), and any customary brokers’ commissions that Tenant has incurred in connection with such Sublease or Assignmentassignment. For the purposes of this Paragraph 12.5, all amortized on a straight line basis (without interest) over the term "rent" shall mean all consideration paid or given, directly or indirectly, for the use of the Sublease Premises or Assignment any portion thereof. The term "consideration" shall mean and include money, services, property or any other thing of value such as payment of costs, cancellation of indebtedness, discounts, rebates, free or abated rent, bonuses, and similar inducements. The terms "sublet" and "sublease" and their variants shall include a sublease as to which Subtenant is sublessor and any sub-sublease or other sub-subtenancy, irrespective of the number of tenancies and tenancy levels between the ultimate occupant and Sublandlord, as to which Subtenant receives any consideration, as defined in equal monthly installmentsthis Paragraph. Any rent or other consideration which is to be passed through to Sublandlord by Subtenant pursuant to this Paragraph shall be paid to Sublandlord promptly upon receipt by Subtenant and shall be paid in cash, irrespective of the form in which received by Subtenant from any subtenant or assignee. In the event that any rent or other consideration received by Subtenant from a subtenant or assignee is in a form other than cash, then for purposes of calculating the share of excess rents to which Sublandlord is entitled hereunder, the parties shall take into account the fair value of such consideration.

Bonus Rent. If Landlord consents In the event that Sublessor has consented to an assignment or subletting by Sublessee, Sublessor shall be entitled to receive: (i) in the case of a subletting, [*] percent ([*]%) of all rent (however denominated and paid) payable by the sub-sublessee to Sublessee in excess of that payable by Sublessee pursuant to the Sublease provisions of this Sublease, and (ii) in the case of an assignment, [*] percent ([*]%) of all rent (however denominated and paid) payable by the assignee to Sublessee in excess of that payable by Sublessee pursuant to the provisions of this Sublease. For the purposes of this Section 11(b), the term "rent" shall mean all consideration paid or Assignment given, which are not for a part of Sublessee's Property (as defined in Section 19), directly or indirectly, for the use of the Premises or any portion thereof. In computing the amount payable to Sublessor, Sublessee may deduct from the rent and consideration all reasonable and customary expenses directly incurred by Sublessee attributable to the assignment or sublease, including, but not limited to, brokerage fees, legal fees and any tenant improvements and any free rent or other rent concessions made for the benefit of any subtenant. "Sublet" and "sublease" shall include a sublease as to which Sublessee is sublessor and any sub-sublease or other sub-subtenancy, irrespective of the number of tenancies and tenancy levels between the ultimate occupant and Sublessor, as to which Sublessee receives any consideration, as defined in this subsection. Any rent or other consideration which is to be passed through to Sublessor by Sublessee pursuant to this subsection shall be paid to Sublessor within fifteen thirty (1530) days after receipt of Tenant’s notice pursuant to Paragraph 10(b)by Sublessee and shall be paid in cash, Tenant may within one hundred twenty (120) days after Landlord’s consent, but not later than the expiration of said one hundred twenty (120) days, enter into such Assignment or Sublease irrespective of the Premises or portion thereof upon the terms and conditions set forth form in the notice furnished by Tenant to Landlord pursuant to Paragraph 10(b). However, Tenant shall pay to Landlord fifty percent (50%) of the “Bonus Rent” (as defined below) attributable to such Sublease or Assignment. Tenant shall pay Bonus Rent to Landlord as and when it is which received by Tenant, regardless of the time period to which it is attributableSublessee from any sub-subtenant or assignee. “Bonus Rent” shall mean any rent or other consideration realized by Tenant under any and all Subleases and/or Assignments, including, without limitation, any sums paid for the sale or rental of the Tenant Improvements or any Alterations, that is in excess of the Monthly Base Rent and Additional Charges payable hereunder (or the amount thereof proportionate to the portion of the Premises subject to such Sublease(s) and/or Assignment(s)), after first deducting from such excess any costs payable by Tenant to Landlord pursuant to express The provisions of this Lease Section 11 shall not apply to any sublease to any entity which controls, is controlled by, or is under common control with Sublessee; to any entity which results from a merger, reorganization of or consolidation with Sublessee; to any entity engaged in connection a joint venture with Landlord’s review of Tenant’s request for consent Sublessee; or to such Sublease(s) any entity that acquires all or Assignment(s), any reasonable legal fees and costs (up to a maximum of $15,000), and any customary brokers’ commissions that Tenant has incurred in connection with such Sublease or Assignment, substantially all amortized on a straight line basis (without interest) over the term of the Sublease stock or Assignment assets of Sublessee as a going concern with respect to the business being conducted in equal monthly installmentsthe Premises (each, a "Permitted ------------------ [*] Confidential treatment requested. Redacted Transfer"). Sublessor's consent shall not be required for any Permitted Transfer and Sublessor shall have no right to any sums or other economic consideration resulting from any Permitted Transfer.

Bonus Rent. If Landlord consents In the event that Sublessor has consented to the Sublease an assignment or Assignment within fifteen subletting by Sublessee, Sublessor shall be entitled to receive: (15i) days after receipt of Tenant’s notice pursuant to Paragraph 10(b), Tenant may within one hundred twenty (120) days after Landlord’s consent, but not later than the expiration of said one hundred twenty (120) days, enter into such Assignment or Sublease of the Premises or portion thereof upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to Paragraph 10(b). Howevercase of a subletting, Tenant shall pay to Landlord fifty percent (50%) of all rent (however denominated and paid) payable by the “Bonus Rent” sub-sublessee to Sublessee in excess of that payable by Sublessee pursuant to the provisions of this Sublease, and (ii) in the case of an assignment, fifty percent (50%) of all rent (however denominated and paid) payable by the assignee to Sublessee in excess of that payable by Sublessee pursuant to the provisions of this Sublease. For the purposes of this Section 11(b), the term "rent" shall mean all consideration paid or given, which are not for a part of Sublessee's Property (as defined below) in Section 19), directly or indirectly, for the use of the Premises or any portion thereof. In computing the amount payable to Sublessor, Sublessee may deduct from the rent and consideration all reasonable and customary expenses directly incurred by Sublessee attributable to such Sublease the assignment or Assignmentsublease, including, but not limited to, brokerage fees, legal fees and any tenant improvements and any free rent or other rent concessions made for the benefit of any subtenant. Tenant "Sublet" and "sublease" shall pay Bonus Rent include a sublease as to Landlord as which Sublessee is sublessor and when it is received by Tenantany sub-sublease or other sub-subtenancy, regardless irrespective of the time period number of tenancies and tenancy levels between the ultimate occupant and Sublessor, as to which it is attributableSublessee receives any consideration, as defined in this subsection. “Bonus Rent” shall mean any Any rent or other consideration realized which is to be passed through to Sublessor by Tenant under any Sublessee pursuant to this subsection shall be paid to Sublessor within thirty (30) days after receipt by Sublessee and all Subleases and/or Assignmentsshall be paid in cash, including, without limitation, any sums paid for the sale or rental irrespective of the Tenant Improvements form in which received by Sublessee from any sub-subtenant or any Alterations, that is in excess of the Monthly Base Rent and Additional Charges payable hereunder (or the amount thereof proportionate to the portion of the Premises subject to such Sublease(s) and/or Assignment(s)), after first deducting from such excess any costs payable by Tenant to Landlord pursuant to express assignee. The provisions of this Lease Section 11 shall not apply to any sublease to any entity which controls, is controlled by, or is under common control with Sublessee; to any entity which results from a merger, reorganization of or consolidation with Sublessee; to any entity engaged in connection a joint venture with Landlord’s review of Tenant’s request for consent Sublessee; or to such Sublease(s) any entity that acquires all or Assignment(s), any reasonable legal fees and costs (up to a maximum of $15,000), and any customary brokers’ commissions that Tenant has incurred in connection with such Sublease or Assignment, substantially all amortized on a straight line basis (without interest) over the term of the Sublease stock or Assignment assets of Sublessee as a going concern with respect to the business being conducted in equal monthly installmentsthe Premises (each, a "Permitted Transfer"). Sublessor's consent shall not be required for any Permitted Transfer and Sublessor shall have no right to any sums or other economic consideration resulting from any Permitted Transfer.

Bonus Rent. If Landlord consents In the event that Sublessor has consented to the Sublease an assignment or Assignment within fifteen subletting by Sublessee for which Sublessor's consent is required, Sublessor shall be entitled to receive: (15i) days after receipt of Tenant’s notice pursuant to Paragraph 10(b), Tenant may within one hundred twenty (120) days after Landlord’s consent, but not later than the expiration of said one hundred twenty (120) days, enter into such Assignment or Sublease of the Premises or portion thereof upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to Paragraph 10(b). Howevercase of a subletting, Tenant shall pay to Landlord fifty percent (50%) of all rent (however denominated and paid) payable by the “Bonus Rent” sub-sublessee to Sublessee in excess of that payable by Sublessee pursuant to the provisions of this Sublease, and (ii) in the case of an assignment, fifty percent (50%) of all rent (however denominated and paid) payable by the assignee to Sublessee in excess of that payable by Sublessee pursuant to the provisions of this Sublease. For the purposes of this Section 10(b), the term "rent" shall mean all consideration paid or given, directly or indirectly, for the use of the Premises or any portion thereof, and the term "consideration" shall mean and include money, services, property or any other thing of value such as payment of costs, cancellation of indebtedness, discounts, rebates and the like paid or payable to Sublessee for the assignment or sublease and for all property in the Premises included in such assignment or sublease, that are not a part of Sublessee's Property. The term "Sublessee's Property" shall mean all property owned by Sublessee other than its interest in this Sublease and the FF&E, including, but not limited to, all of Sublessee's inventory, accounts, trade fixtures, equipment, furniture, other personal property, goodwill and any other intangible personal property associated with Sublessee's business. In computing the amount payable to Sublessor, Sublessee may deduct from the rent and consideration all reasonable and customary expenses directly incurred by Sublessee attributable to the assignment or sublease, including, but not limited to, brokerage fees, legal fees and any tenant improvements made for the benefit of any subtenant. "Sublet" and "sublease" shall include a sublease as to which Sublessee is sublessor and any sub-sublease or other sub-subtenancy, irrespective of the number of tenancies and tenancy levels between the ultimate occupant and Sublessor, as to which Sublessee receives any consideration, as defined belowin this subsection. Any rent or other consideration which is to be passed through to Sublessor by Sublessee pursuant to this subsection shall be paid to Sublessor within thirty (30) attributable to such Sublease or Assignment. Tenant days after receipt by Sublessee and shall pay Bonus Rent to Landlord as and when it is be paid in cash, irrespective of the form in which received by Tenant, regardless of Sublessee from any sub-subtenant or assignee. In the time period to which it is attributable. “Bonus Rent” shall mean event that any rent or other consideration realized received by Tenant under any and all Subleases and/or Assignments, including, without limitation, any sums paid for the sale Sublessee from a sub-subtenant or rental of the Tenant Improvements or any Alterations, that assignee is in excess a form other than cash, Sublessee shall pay to Sublessor in cash the fair value of the Monthly Base Rent and Additional Charges payable hereunder (or the amount thereof proportionate to the portion of the Premises subject to such Sublease(s) and/or Assignment(s)), after first deducting from such excess any costs payable by Tenant to Landlord pursuant to express provisions of this Lease in connection with Landlord’s review of Tenant’s request for consent to such Sublease(s) or Assignment(s), any reasonable legal fees and costs (up to a maximum of $15,000), and any customary brokers’ commissions that Tenant has incurred in connection with such Sublease or Assignment, all amortized on a straight line basis (without interest) over the term of the Sublease or Assignment in equal monthly installments.consideration. Redacted

Bonus Rent. If Landlord consents to the any Assignment or Sublease or Assignment within fifteen (15) days after receipt of Tenant’s notice pursuant to Paragraph 10(b)Subparagraph 11(c) [Landlord's Response To Proposed Assignment] or Subparagraph 11(d) [Landlord's Response To Proposed Sublease], Tenant may within one hundred twenty (120) days after Landlord’s 's consent, but not later than the expiration of said one hundred twenty (120) days, enter into such Assignment or Sublease of the Premises or portion thereof upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to Paragraph 10(b)Subparagraph 11(b) [Required Notice]. However, Tenant shall pay to Landlord fifty percent (50%) of the “Bonus Rent” (as defined below) attributable to such Sublease or Assignment. Tenant shall pay Bonus Rent to Landlord as and when it is received by Tenant, regardless of the time period to which it is attributable. “Bonus Rent” shall mean any rent or other consideration realized by Tenant under any and all Subleases and/or Assignments, including, without limitation, any sums paid for the sale such Assignment or rental of the Tenant Improvements or any Alterations, that is Sublease in excess of the Monthly Base Rent and Additional Charges payable hereunder (or the amount thereof proportionate to the portion of the Premises subject to such Sublease(sSublease or Assignment) and/or Assignment(s))shall be paid to Landlord, after first deducting from such excess any costs payable by therefrom the unamortized Cost of Tenant to Landlord pursuant to express provisions Improvements (calculated as provided below) located on the portion of this Lease in connection with Landlord’s review of Tenant’s request for consent the Premises subject to such Sublease(sSublease or Assignment as of the effective date of such Assignment or Sublease which are attributable to and allocated in equal installments over the term of the Sublease or Assignment, determined by assuming a useful life equal to fifteen (15) or Assignment(s), any reasonable legal fees years and costs amortization on a straight line basis (up to a maximum of $15,000without interest), and after deducting therefrom any customary brokers’ ' commissions that Tenant has incurred in connection with such Assignment or Sublease or Assignment, all amortized on a straight line basis (without interest) over the term of the Sublease or Assignment. Tenant shall, not later than ninety (90) days after the Rent Commencement Date, deliver evidence of the cost of the Tenant Improvements, which shall be acceptable to Landlord in its reasonable discretion, for Landlord's use as the basis for calculating the cost of the Tenant Improvements for purposes of this Subparagraph 11(e) (such resulting calculation being referred to herein as the "Cost of Tenant Improvements"). The Cost of Tenant Improvements shall be allocated evenly over the Premises. Failure by Landlord to either consent or refuse such consent to a proposed Assignment in equal monthly installmentsor Sublease within the fifteen (15) day time period specified above shall be deemed to be Landlord's consent thereto.