Common use of Sublease/Assignment Clause in Contracts

Sublease/Assignment. Tenant will not allow the Leased Premises to be occupied by any other person, in whole or hi part, and will neither sublet the Leased Premises, in whole or in part, nor assign this Lease, in whole or in part, without in each case obtaining the express, prior written consent of Landlord. Tenant will not permit any transfer by operation of law of any interest in the Leased Premises acquired through this Lease. Landlord shall not unreasonably withhold or delay its consent to Tenant’s written request to sublease the Leased Premises or assign this Lease provided Xxxxxx has provided detailed written information about the proposed subtenant or assignee, the form of sublease or assignment (as the case may be) and the proposed use of the Leased Premises, all in form and substance satisfactory to Landlord. Xxxxxxxx’s refusal to consent to any proposed sublease or assignment shall not be deemed unreasonable if (a) the net worth of the proposed subtenant or assignee, determined in accordance with generally accepted accounting principles, consistently applied, is less than the greater of the net worth of the Tenant on (i) the date of execution of this Lease, or (ii) the day immediately preceding the proposed effective date of such sublease or assignment, (b) Tenant is in default of any of the terms, covenants or conditions of this Lease, or (c) the proposed use of the Leased Premises will result in: (i) increased wear and tear on the Leased Premises, the common facilities or adjacent parking; (ii) parking requirements in excess of those provided for by applicable zoning ordinances or which would tend to deprive other tenants in the Building of their required parking; (iii) public protests or picketing; or (iv) any adverse affect on other tenants in the Building or adjacent buildings. Landlord may require, as a condition to granting Landlord’s consent with respect to the provisions of this Section 11, an assumption of the obligations under this Lease by the proposed transferee. Tenant shall pay all of Landlord’s reasonable legal fees, incurred by Landlord in reviewing each proposed assignment or sublease. If Tenant receives rent or other payments under any assignment or sublease in excess of the payments made by Tenant to Landlord under this Lease (as all such amounts are adjusted for any assignment or subletting of less than all of the Leased Premises), then Tenant shall pay Landlord one half of such excess, less the reasonable, out-of-pocket cost incurred by Tenant in connection with such assignment or subletting. The provisions of this Section 11 shall apply to a transfer (by one or more transfers) of a majority of the stock or partnership interests, or other evidences of ownership of Tenant as if such transfer were an assignment of this Lease, but such provisions shall not apply to transactions with an entity into or with which Tenant is merged or consolidated or to which substantially all of Tenant’s assets are transferred or to any entity which controls or is controlled by Tenant or is under common control with Tenant, provided that in any of such events (1) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (a) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (b) the net worth of Tenant herein named on the date of this Lease; (2) proof reasonably satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction; and (3) the assignee agrees directly with Landlord, by written instrument in form reasonably satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder, including, without limitation, the covenant against further assignment and subletting. Upon Xxxxxxxx’s receipt of a request from Tenant to sublet all of the Leased Premises or assign all interest in this Lease, Landlord may elect to terminate this Lease, in which case the last day of the Term of this Lease shall be the 30th day after Landlord notifies Tenant or Landlord’s election to terminate this Lease.

Sublease/Assignment. Tenant will (A) LESSEE may sublease the Aircraft to any Air Carrier provided that (i) such Air Carrier at the time of such subleasing is solvent and is not allow in receivership or subject to the Leased Premises jurisdiction of any bankruptcy court, (ii) that LESSOR has consented to such subleasing, such consent not to be occupied unreasonably withheld, and (iii) that LESSOR's title in and to the Aircraft and this Lease remain fully perfected and protected and LESSOR receives satisfactory legal opinions with respect thereto. LESSEE shall be responsible for all reasonable costs and expenses incurred by LESSOR in connection with any subleasing of the Aircraft, including, but not limited to, the reasonable fees and expenses of counsel to LESSOR. (B) Any sublease consented to by LESSOR shall contain, among other things, the following terms and conditions: (1) That such sublease is subject to and subordinate to this Lease; (2) The sublease shall not relieve the LESSEE of its obligations under this Lease and the LESSEE shall continue to be primarily liable hereunder; (3) The terms of such sublease shall be no less favorable to the lessor thereunder than the terms of this Lease; and (4) The rights of the lessor in any Sublease (including, but not limited to security deposits and maintenance reserves payable thereunder) shall be assigned to LESSOR. (C) All of LESSEE's obligations hereunder may be performed by any other personapproved sublessee, provided however that the LESSEE shall not be released from its obligations hereunder. (D) Nothing set forth in whole this Section 22 shall constitute, or hi partbe deemed to constitute, and will neither sublet a consent by LESSOR to the Leased Premisesassignment by LESSEE, in whole or in part, nor assign of this LeaseLease or the rights and obligations of LESSEE thereunder. Any assignment or purported assignment, in whole or in part, without in each case obtaining part of this Lease or the express, rights and obligations of LESSEE hereunder shall be null and void and of no force and effect unless the prior written consent of Landlord. Tenant will not permit any transfer by operation of law of any interest in the Leased Premises acquired through this Lease. Landlord shall not unreasonably withhold or delay its consent LESSOR to Tenant’s written request to sublease the Leased Premises or assign this Lease provided Xxxxxx has provided detailed written information about the proposed subtenant or assignee, the form of sublease or assignment (as the case may be) and the proposed use of the Leased Premises, all in form and substance satisfactory to Landlord. Xxxxxxxx’s refusal to consent to any proposed sublease or assignment shall not be deemed unreasonable if (a) the net worth of the proposed subtenant or assignee, determined in accordance with generally accepted accounting principles, consistently applied, is less than the greater of the net worth of the Tenant on (i) the date of execution of this Lease, or (ii) the day immediately preceding the proposed effective date of such sublease or assignment, (b) Tenant is in default of any of the terms, covenants or conditions of this Lease, or (c) the proposed use of the Leased Premises will result in: (i) increased wear and tear on the Leased Premises, the common facilities or adjacent parking; (ii) parking requirements in excess of those provided for by applicable zoning ordinances or which would tend to deprive other tenants in the Building of their required parking; (iii) public protests or picketing; or (iv) any adverse affect on other tenants in the Building or adjacent buildings. Landlord may require, as a condition to granting Landlord’s consent with respect to the provisions of this Section 11, an assumption of the obligations under this Lease by the proposed transferee. Tenant shall pay all of Landlord’s reasonable legal fees, incurred by Landlord in reviewing each proposed assignment or sublease. If Tenant receives rent or other payments under any assignment or sublease in excess of the payments made by Tenant to Landlord under this Lease (as all such amounts are adjusted for any assignment or subletting of less than all of the Leased Premises), then Tenant shall pay Landlord one half of such excess, less the reasonable, out-of-pocket cost incurred by Tenant in connection with such assignment or subletting. The provisions of this Section 11 shall apply to a transfer (by one or more transfers) of a majority of the stock or partnership interests, or other evidences of ownership of Tenant as if such transfer were an assignment of this Lease, but such provisions shall not apply to transactions with an entity into or with which Tenant is merged or consolidated or to which substantially all of Tenant’s assets are transferred or to any entity which controls or is controlled by Tenant or is under common control with Tenant, provided that in any of such events (1) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (a) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (b) the net worth of Tenant herein named on the date of this Lease; (2) proof reasonably satisfactory to Landlord of such net worth shall have had been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction; and (3) the assignee agrees directly with Landlord, by written instrument in form reasonably satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder, including, without limitation, the covenant against further assignment and subletting. Upon Xxxxxxxx’s receipt of a request from Tenant to sublet all of the Leased Premises or assign all interest in this Lease, Landlord may elect to terminate this Lease, in which case the last day of the Term of this Lease shall be the 30th day after Landlord notifies Tenant or Landlord’s election to terminate this Leaseobtained.

Sublease/Assignment. Tenant Lessee will not allow the Leased leased Premises to be occupied by any other person, in whole or hi in part, and will neither sublet the Leased Premises, in whole or in part, lease Premises nor assign this Lease, in whole or in part, without in each case obtaining the express, prior prior, written consent of LandlordLxxxxx. Tenant Lessee will not permit any transfer by operation of law of any interest in the Leased Premises acquired through this Lease. Landlord Lessor shall not unreasonably withhold or delay its consent to TenantLxxxxx’s written request to sublease or assign the Leased Premises or assign this Lease provided Xxxxxx Lxxxxx has provided detailed written information about the proposed subtenant or assignee, the form of sublease or assignment (as the case may be) assignee and the proposed use of the Leased Premises, all Premises in form and substance satisfactory to LandlordLessor. Xxxxxxxxlessor’s refusal to consent to any proposed sublease or assignment shall not be deemed unreasonable if (a) the net worth of the proposed subtenant or assignee, determined in accordance with generally accepted accounting principles, consistently applied, is less than the greater of the net worth of the Tenant on (i) the date of execution of this Lease, or (ii) the day immediately preceding the proposed effective date of such sublease or assignment, (b) Tenant is in default of any of the terms, covenants or conditions of this Lease, or (c) the proposed use of the Leased Premises will result in: (i) increased wear and tear on the Leased Premises, the common facilities or adjacent parking; (, ii) parking requirements in excess of those provided for by applicable zoning ordinances or which would tend to deprive other tenants in the Building of their required parking; (, iii) public protests protests, or picketing; or (iv) any adverse affect on other tenants in the Building or adjacent buildings. Landlord Upon Lxxxxx’s receipt of a request from Lxxxxx to sublet all of the Leased Premises or assign all interest in this Lease, Lessor may requireelect, as a condition by providing notice within ten (10) days, to granting Landlord’s consent with respect to terminate this Lease, in which case the provisions last day of the Term of this Section 11, an assumption of Lease shall be the obligations under 30th day after Lessor notifies Lessee or Lessor’s election to terminate this Lease by the proposed transferee. Tenant shall pay all of Landlord’s reasonable legal fees, incurred by Landlord in reviewing each proposed assignment or subleaseLease. If Tenant Lessee receives rent or other payments under any assignment or sublease in excess of the payments made by Tenant Lessee to Landlord Lessor under this Lease (as all such amounts are adjusted for any assignment or subletting of less than all of the Leased Premises), then Tenant Lessee shall pay Landlord one Lessor one-half of such excess, less the reasonable, out-of-pocket cost costs incurred by Tenant Lessee in connection with such assignment or subletting. The provisions of this Section 11 shall apply to a transfer (by one or more transfers) of a majority of the stock or partnership interests, or other evidences of ownership of Tenant as if such transfer were an assignment of this Lease, but such provisions shall not apply to transactions with an entity into or with which Tenant is merged or consolidated or to which substantially all of Tenant’s assets are transferred or to any entity which controls or is controlled by Tenant or is under common control with Tenant, provided that in any of such events (1) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (a) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (b) the net worth of Tenant herein named on the date of this Lease; (2) proof reasonably satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction; and (3) the assignee agrees directly with Landlord, by written instrument in form reasonably satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder, including, without limitation, the covenant against further assignment and subletting. Upon Xxxxxxxx’s receipt of a request from Tenant to sublet all of the Leased Premises or assign all interest in this Lease, Landlord may elect to terminate this Lease, in which case the last day of the Term of this Lease shall be the 30th day after Landlord notifies Tenant or Landlord’s election to terminate this Lease.

Sublease/Assignment. (A) Except as provided in Section 14(F) below, Tenant will shall not mortgage, pledge, hypothecate or otherwise encumber its interest in this Lease, nor allow the Leased Premises to be occupied by any other personoccupied, in whole or hi in part, by any other party and will shall neither sublet the Leased Premises, in whole or in part, nor assign this Lease, in whole nor amend any sublease or in partassignment to which Landlord has consented, without in each case obtaining the express, prior written consent of Landlord, which consent shall not be unreasonably conditioned or withheld. Tenant will not permit Except as provided in Section 14(F) below, any transfer sublease or assignment, or amendment to any sublease or assignment, without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute an Event of Default. Except as provided in Section 14(F) below, the provisions of this Section 14 shall apply to a transfer, by operation one or more transfers, of law all, or substantially all, of the business or assets of Tenant, of a majority of the stock, partnership or membership interests, or other evidences of ownership, of Tenant, and of any interest shares, voting rights or ownership interests of Tenant which results in a change in the Leased Premises acquired through identity of the entity or entities which exercise, or may exercise, effective control of Tenant as if such transfers were an assignment of this Lease. (B) Except as provided in Section 14(F) below, Xxxxxx must request Landlord’s consent to any assignment or sublease at least thirty (30) days prior to the proposed effective date of the assignment or sublease. At the time of its request, Tenant shall provide Landlord in writing: (a) the name and address of the proposed assignee or subtenant, (b) a complete copy of the proposed assignment or sublease, (c) reasonably satisfactory information about the nature, business, and business history of the proposed assignee or subtenant and its proposed use of the Premises, and (d) banking, financial or other credit information about the proposed assignee or subtenant sufficient to enable Landlord to determine its Net Worth (as defined in Section 14(C) below). (C) Landlord shall not unreasonably withhold or delay its consent to TenantXxxxxx’s written request to sublease the Leased Premises or assign this Lease provided Xxxxxx has provided detailed written information about which is made in compliance with the proposed subtenant terms and conditions of this Section 14. Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent to an assignment or assigneesublease, the form of sublease or assignment (as the case may be) and the proposed use of the Leased Premises, all in form and substance satisfactory to Landlord. Xxxxxxxx’s refusal to consent to any proposed assignment or sublease or assignment shall not be deemed unreasonable if if: (a) the proposed assignee or subtenant does not have a tangible net worth of the proposed subtenant or assignee, determined (not including goodwill as an asset) computed in accordance with generally accepted accounting principles, consistently applied, is less than principles (“Net Worth”) sufficient to meet the greater obligations of the net worth of the Tenant on (i) the date of execution of under this Lease, or (ii) the day immediately preceding the proposed effective date of such sublease or assignment, (b) Tenant is in default of under any of the terms, covenants or conditions of this Lease, or (c) the proposed use of the Leased Premises will may result in: (i) increased wear and tear on the Leased Premises, the common facilities Buildings or adjacent parking; Property or (ii) parking requirements in excess of those provided for by applicable zoning ordinances or which would tend to deprive other tenants in the Building of their required parking; (iii) public protests or picketing; or (iv) any adverse affect effect on other tenants in the Building Buildings or adjacent buildingsbuildings or properties owned by Landlord or its affiliates, (d) the proposed subtenant or assignee is a governmental agency, (e) the proposed subtenant or assignee is a prospect to whom Landlord has made a proposal for the lease of space available elsewhere in the Buildings within the prior six (6) months, (f) the proposed assignee or subtenant is a tenant in any building within a five (5)-mile radius of the Buildings owned by Landlord or any affiliate of Landlord including, without limitation, the Buildings, (g) the proposed subtenant or assignee would cause Landlord to be in violation of any covenant or restriction contained in another lease or other agreement, (h) Landlord’s lender, if any, does not consent to the proposed sublease or assignment. (D) No subletting or assignment shall release Tenant from Tenant’s obligations under this Lease or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. Any subtenant shall, at Xxxxxxxx’s election, attorn to Landlord following any early termination of this Lease and any assignee shall be jointly and severally liable for the full performance of all of Tenant’s obligations hereunder. Landlord may require, as a condition to granting Landlord’s consent with respect to the provisions of this Section 1114, an assumption of that the proposed subtenant or assignee enter into a written agreement with Landlord confirming the obligations of such subtenant or assignee under this Lease by the proposed transfereeLease. Tenant shall pay pay, as Additional Rent on demand, all of Landlord’s reasonable legal fees, fees incurred by Landlord in reviewing connection with each proposed assignment or subleasesublease whether or not Landlord’s consent is obtained (not to exceed $2,500 per proposed transfer in the ordinary course of business). If Tenant receives rent or other payments under any assignment or sublease in excess of the payments made by Tenant to Landlord under this Lease (as all such amounts are adjusted for any assignment or subletting of on a per square foot basis if less than all of the Leased PremisesPremises is transferred), then Tenant shall pay Landlord one one-half of such excess, less the reasonable, excess after deducting all commercially reasonable out-of-pocket cost transaction costs actually incurred by Tenant in connection with such Tenant. Xxxxxxxx’s consent to one assignment or subletting. The provisions of this Section 11 sublease shall apply to not be deemed a transfer (by one or more transfers) of a majority waiver of the stock or partnership interests, or other evidences requirement of ownership of Tenant as if such transfer were an assignment of this Lease, but such provisions shall not apply to transactions with an entity into or with which Tenant is merged or consolidated or to which substantially all of TenantLandlord’s assets are transferred or consent to any entity which controls subsequent assignment or is controlled by sublease. (E) In the event Tenant or is under common control with Tenant, provided that in any of such events (1) the successor seeks to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (a) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (b) the net worth of Tenant herein named on the date of this Lease; (2) proof reasonably satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction; and (3) the assignee agrees directly with Landlord, by written instrument in form reasonably satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder, including, without limitation, the covenant against further assignment and subletting. Upon Xxxxxxxx’s receipt of a request from Tenant to sublet all of the Leased Premises or assign all its interest in this LeaseLease during the last eighteen (18) months of the Term, and Landlord does not consent to such proposed assignment, Landlord may elect to terminate this LeaseLease in its entirety, in which case and the last day of the Term of this Lease shall be the 30th thirtieth (30th) day after Landlord notifies Tenant or of Landlord’s election to terminate this Lease; provided, however, Tenant shall have the right, by writing to Landlord delivered within five (5) business days following its receipt of Landlord's termination notice, to rescind the corresponding request to assign its interest in this Lease, in which event the termination right of Landlord hereunder shall be null, void and of no effect for the corresponding request to assign its interest in this Lease. In the event Tenant seeks to sublet all or any portion of the Premises within the last eighteen (18) months of the Term, and Landlord does not consent to such proposed sublease, Landlord may elect to terminate this Lease with respect to the portion of the Premises that would be subject to such sublease and the last day of the Term of this Lease for such space shall be the thirtieth (30th) day after Landlord notifies Tenant of Landlord’s election to terminate this Lease and, if less than the entire Premises is affected, Landlord shall have the right to perform any alterations to make such space a self-contained rental unit; provided, however, Tenant shall have the right, by writing to Landlord delivered within five (5) business days following its receipt of Landlord's termination notice, to rescind the corresponding request to sublease all or any portion of the Premises, in which event the termination right of Landlord hereunder shall be null, void and of no effect for the corresponding request to sublease all or any portion of the Premises. (F) Notwithstanding the foregoing provisions of this Section 14 to the contrary, the assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, or (iii) any entity which purchases all or substantially all of the assets and/or stock of Tenant, or (iv) a successor to Tenant or any of the foregoing entities by purchase, merger, consolidation or reorganization (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as “Affiliates”) shall not be deemed a transfer under this Section 14, and thus shall not be subject to the requirement of obtaining Landlord's consent thereto in Section 14(A) above, or Landlord’s right to receive any transfer premium pursuant to Section 14(D) above, provided that: (1) any such Affiliate was not formed, and such transaction was not entered into, as a subterfuge to (i) avoid the obligations of this Section 14, or (ii) adversely affect the ability of Tenant to satisfy its obligations under this Lease; (2) Tenant gives Landlord at least fifteen (15) days’ prior notice of any such assignment or sublease to an Affiliate; (3) the successor of Xxxxxx and Xxxxxx have as of the effective date of any such assignment or sublease a tangible net worth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is sufficient to meet the obligations of Tenant under this Lease; (4) any such assignment or sublease shall be subject and subordinate to all of the terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignment or sublease, all the obligations of Tenant under this Lease with respect to the space which is the subject of such transfer (other than the amount of Base Rent and Tenant's Percentage of Operating Expenses Excess and Tax Excess payable by Tenant with respect to a sublease); and (5) Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease. “Control”, as used in this Section 14(F), shall mean the possession, direct or indirect, of the power to cause the direction of the management and policies of a person or entity, or ownership of any sort, whether through the ownership of voting securities, by contract or otherwise.

Sublease/Assignment. Tenant Lessee will not allow the Leased Premises to be occupied in whole, or in part, by any other person, in whole or hi part, and will neither not sublet the Leased Premises, in whole same or in partany part thereof, nor assign this Lease, in whole or in part, Lease without in each case obtaining the express, prior prior, written consent of Landlord. Tenant the Lessor, and Lessee will not permit any transfer by operation of law of any the interest in the Leased Premises acquired through this Lease. Landlord Any such action on the part of Lessee shall be void and of no effect and shall constitute a default hereunder. Lessor shall not unreasonably withhold or delay its consent to TenantLessee’s written request to sublease the Leased Premises or assign this Lease provided Xxxxxx Lessee has provided detailed written information about the proposed subtenant or assignee, the form of sublease or assignment (as the case may be) and the such subtenant’s proposed use of the Leased Premises, all . Lessor shall be entitled to any profits to be derived by Lessee in form and substance satisfactory the subleasing of Lessee’s space to Landlordanother. XxxxxxxxLessor’s refusal to consent to any proposed sublease or assignment shall not be deemed unreasonable if (a) the net worth of the proposed subtenant or assignee, determined in accordance with generally accepted accounting principles, consistently applied, is less than the greater of the net worth of the Tenant on (i) the date of execution of this Lease, or (ii) the day immediately preceding the proposed effective date of such sublease or assignment, (b) Tenant is in default of any of the terms, covenants or conditions of this Lease, or (c) the proposed use of the Leased Premises will result in: (ii.) increased wear and tear on the Leased Premises, the common facilities or adjacent parking; (, ii.) parking requirements in excess of those provided for by applicable zoning ordinances or which would tend to deprive other tenants in the Building of their required parking; (, iii.) public protests protests, or picketing; or (iv.) any adverse affect on other tenants in the Building or adjacent buildings. Landlord may require, as a condition Lessor shall have the right to granting Landlord’s consent with respect to the provisions of this Section 11, an assumption of the obligations under terminate this Lease by the proposed transferee. Tenant shall pay all of Landlord’s reasonable legal fees, incurred by Landlord in reviewing each proposed assignment or sublease. If Tenant receives rent or other payments under any assignment or sublease in excess of the payments made by Tenant as to Landlord under this Lease (as all such amounts are adjusted for any assignment or subletting of less than all of the Leased Premises), then Tenant shall pay Landlord one half of such excess, less the reasonable, out-of-pocket cost incurred by Tenant in connection with such assignment or subletting. The provisions of this Section 11 shall apply to a transfer (by one or more transfers) of a majority of the stock or partnership interests, or other evidences of ownership of Tenant as if such transfer were an assignment of this Lease, but such provisions shall not apply to transactions with an entity into or with which Tenant is merged or consolidated or to which substantially all of Tenant’s assets are transferred or to any entity which controls or is controlled by Tenant or is under common control with Tenant, provided that in any of such events (1) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (a) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (b) the net worth of Tenant herein named on the date of this Lease; (2) proof reasonably satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction; and (3) the assignee agrees directly with Landlord, by written instrument in form reasonably satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder, including, without limitation, the covenant against further assignment and subletting. Upon Xxxxxxxx’s receipt of a request from Tenant to sublet all portion of the Leased Premises which Lessee seeks to assign, convey, mortgage or assign all interest in this Leasesublet, Landlord may elect to terminate this Lease, in which case the last day of the Term of this Lease shall be the 30th day after Landlord notifies Tenant whether by requesting Lessor’s consent thereto or Landlord’s election to terminate this Leaseotherwise.

Sublease/Assignment. Tenant will shall not mortgage, pledge, hypothecate or otherwise encumber its interest in this Lease. Tenant shall not allow the Leased Premises to be occupied by any other personoccupied, in whole or hi in part, by any other party and will shall neither sublet the Leased Premises, in whole or in part, nor assign this Lease, in whole nor amend any sublease or in partassignment to which Landlord has consented, without in each case obtaining the express, prior written consent of Landlord. Tenant will not permit Any sublease or assignment, or amendment to any transfer sublease or assignment, without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute an Event of Default. The provisions of this section shall apply to a transfer, by operation one or more transfers, of law all, or substantially all, of the business or assets of Tenant, of a majority of the stock, partnership or membership interests, or other evidences of ownership, of Tenant, and of any interest shares, voting rights or ownership interests of Tenant which results in a change in the Leased Premises acquired through identity of the entity or entities which exercise, or may exercise, effective control of Tenant as if such transfers were an assignment of this Lease. Tenant must request Landlord’s consent to any assignment or sublease at least thirty (30) days prior to the proposed effective date of the assignment or sublease. At the time of its request, Tenant shall provide Landlord in writing: (a) the name and address of the proposed assignee or subtenant, (b) a complete copy of the proposed assignment or sublease, (c) reasonably satisfactory information about the nature, business, and business history of the proposed assignee or subtenant and its proposed use of the Premises, and (d) banking, financial or other credit information about the proposed assignee or subtenant sufficient to enable Landlord to determine its financial condition and operating performance. Landlord shall not unreasonably withhold withhold, condition or delay its consent to Tenant’s written request to sublease the Leased Premises or assign this Lease provided Xxxxxx has provided detailed written information about which is made in compliance with the proposed subtenant terms and conditions of this section. Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent to an assignment or assigneesublease, the form of sublease or assignment (as the case may be) and the proposed use of the Leased Premises, all in form and substance satisfactory to Landlord. Xxxxxxxx’s refusal to consent to any proposed assignment or sublease or assignment shall not be deemed unreasonable if if: (a) the net worth financial condition or operating performance of the proposed subtenant or assignee, determined in accordance with generally accepted accounting principles, consistently appliedLandlord’s reasonable discretion, is less than the greater of the net worth financial condition or operating performance of the Tenant on (i) the date of execution of this Lease, Lease or (ii) the day immediately preceding date of Tenant’s request for Landlord’s consent to the proposed effective date of such sublease assignment or assignmentsublease, (b) Tenant is in default of under any of the terms, covenants or conditions of this Lease, or (c) the proposed use of the Leased Premises will may result in: (i) increased wear and tear on the Leased Premises, the common facilities Building or adjacent parking; Property or (ii) parking requirements in excess of those provided for by applicable zoning ordinances or which would tend to deprive other tenants in the Building of their required parking; (iii) public protests or picketing; or (iv) any adverse affect effect on other tenants in the Building or adjacent buildingsbuildings owned by Landlord, (d) the proposed subtenant or assignee is a governmental agency, (e) Landlord has space available elsewhere in the Building which can accommodate the needs of the proposed subtenant or assignee or the proposed subtenant or assignee is a prospect to whom Landlord has made a proposal for the lease of space within the prior six (6) months, in Allentown, PA, (g) the proposed subtenant or assignee would cause Landlord to be in violation of any covenant or restriction contained in another lease or other agreement, or (h) Landlord’s lender, if any, does not consent to the proposed sublease or assignment. No subletting or assignment shall release Tenant from Tenant’s obligations under this Lease or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. Any subtenant shall, at Landlord’s election, attorn to Landlord following any early termination of this Lease and any assignee shall be jointly and severally liable for the full performance of all of Tenant’s obligations hereunder. Landlord may require, as a condition to granting Landlord’s consent with respect to the provisions of this Section 11section, an assumption of that the proposed subtenant or assignee enter into a written agreement with Landlord confirming the obligations of such subtenant or assignee under this Lease by the proposed transfereeLease. Tenant shall pay pay, as Additional Rent on demand, all of Landlord’s reasonable legal fees, fees incurred by Landlord in reviewing connection with each proposed assignment or subleasesublease whether or not Landlord’s consent is obtained. If Tenant receives rent or other payments under any assignment or sublease in excess of the payments made by Tenant to Landlord under this Lease (as all such amounts are adjusted for any assignment or subletting of on a per square foot basis if less than all of the Leased PremisesPremises is transferred), then Tenant shall pay Landlord one one-half of such excessexcess after deducting the actual out of pocket costs of tenant improvements, less the reasonablemarket brokerage commissions, out-of-pocket cost and reasonable legal fees incurred by Tenant in connection with such sublease or assignment. Landlord’s consent to one assignment or subletting. The provisions of this Section 11 sublease shall apply to not be deemed a transfer (by one or more transfers) of a majority waiver of the stock or partnership interests, or other evidences requirement of ownership of Tenant as if such transfer were an assignment of this Lease, but such provisions shall not apply to transactions with an entity into or with which Tenant is merged or consolidated or to which substantially all of TenantLandlord’s assets are transferred or consent to any entity which controls subsequent assignment or is controlled by sublease. In the event Tenant or is under common control with Tenant, provided that in any of such events (1) the successor seeks to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (a) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (b) the net worth of Tenant herein named on the date of this Lease; (2) proof reasonably satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction; and (3) the assignee agrees directly with Landlord, by written instrument in form reasonably satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder, including, without limitation, the covenant against further assignment and subletting. Upon Xxxxxxxx’s receipt of a request from Tenant to sublet all of the Leased Premises or assign all its interest in this Lease, and Landlord does not consent to such proposed assignment, Landlord may elect to terminate this LeaseLease in its entirety, in which case and the last day of the Term of this Lease shall be the 30th thirtieth (30th) day after Landlord notifies Tenant or of Landlord’s election to terminate this Lease. In the event Tenant seeks to sublet all or any portion of the Premises and Landlord does not consent to such proposed sublease, Landlord may elect to terminate this Lease with respect to the portion of the Premises that would be subject to such sublease and the last day of the Term of this Lease for such space shall be the thirtieth (30th) day after Landlord notifies Tenant of Landlord’s election to terminate this Lease and, if less than the entire Premises is affected, Landlord shall have the right to perform any alterations to make such space a self-contained rental unit.

Sublease/Assignment. Tenant will not mortgage, pledge, hypothecate or otherwise encumber its interest in this Lease. Tenant will not allow the Leased Premises to be occupied by any other personoccupied, in whole or hi in part, by any other entity and will neither sublet the Leased Premises, in whole or in part, nor assign this Lease, in whole nor amend any sublease or in partassignment to which Landlord has consented, without in each case obtaining the express, prior written consent of Landlord, which may not be unreasonably withheld, conditioned or delayed. Any sublease or assignment, or amendment to any sublease or assignment, without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute an Event of Default. The provisions of this section shall apply to a transfer, by one or more transfers, of all, or substantially all, of the business or assets of Tenant, of a majority of the stock or partnership interests, or other evidences of ownership, of Tenant, and of any shares, voting rights or ownership interests of Tenant which results in a change in the identity of the entity or entities which exercise, or may exercise, effective control of Tenant as if such transfers were an assignment of this Lease. Tenant must request Landlord’s consent to any assignment or sublease at least thirty (30) days prior to the proposed effective date of the assignment or sublease, and so long as Tenant has provided Landlord with complete information as provided in (a) through (d) below and any other items required by this Section, Landlord shall take commercially reasonable efforts to confirm or deny consent no more than thirty (30) days following receipt of Tenant’s request. At the time of its request, Tenant will not permit any transfer by operation provide Landlord in writing: the name and address of law the proposed assignee or subtenant, a complete copy of any interest in the Leased Premises acquired through this Leaseproposed assignment or sublease, reasonably satisfactory information about the nature, business, and business history of the proposed assignee or subtenant and its proposed use of the Premises, and banking, financial or other credit information about the proposed assignee or subtenant sufficient to enable Landlord to determine its financial condition and operating performance. Landlord shall not unreasonably withhold withhold, condition or delay its consent to Tenant’s written request to sublease the Leased Premises or assign this Lease provided Xxxxxx has provided detailed written information about which is made in compliance with the proposed subtenant terms and conditions of this section. Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent to an assignment or assigneesublease, the form of sublease or assignment (as the case may be) and the proposed use of the Leased Premises, all in form and substance satisfactory to Landlord. Xxxxxxxx’s refusal to consent to any proposed assignment or sublease or assignment shall not be deemed unreasonable if if: (a) the net worth financial condition or operating performance of the proposed subtenant or assignee, determined in accordance with generally accepted accounting principles, consistently appliedLandlord’s reasonable discretion, is less than the greater of the net worth financial condition or operating performance of the Tenant on (i) the date of execution of this Lease, Lease or (ii) the day immediately preceding date of Tenant’s request for Landlord’s consent to the proposed effective date of such sublease assignment or assignmentsublease, (b) Tenant is in default of under any of the terms, covenants or conditions of this Lease, or (c) the proposed use of the Leased Premises will may result in: (i) increased wear and tear on the Leased Premises, the common facilities Building or adjacent parking; Property or (ii) parking requirements in excess of those provided for by applicable zoning ordinances or which would tend to deprive other tenants in the Building of their required parking; (iii) public protests or picketing; or (iv) any adverse affect effect on other tenants in the Building or adjacent buildingsbuildings owned by Landlord, (d) the proposed subtenant or assignee is a governmental agency, (e) the proposed subtenant or assignee is a prospect to whom Landlord has made a proposal for the lease of space within the market area within the prior six (6) months, (f) the proposed assignee or subtenant is a tenant in any building owned by Landlord or any affiliate of Landlord including, without limitation, the Building, (g) the proposed subtenant or assignee would cause Landlord to be in violation of any covenant or restriction contained in another lease or other agreement affecting the Building. Notwithstanding the foregoing, Tenant may assign or sublet the Premises by giving at least 30 days’ advance written notice to Landlord, to (a) any entity that has the power to direct Tenant’s management and operation, or any entity whose management and operation is controlled by Tenant; or (b) any entity a majority of whose voting stock is owned by Tenant, or any entity that owns a majority of Tenant’s voting stock; or (c) any entity in which or with which Tenant, its successors or assigns is merged or consolidated, in accordance with applicable statutory provisions for merger or consolidation of entities, so long as the liabilities of the entities participating in such merger or consolidation are assumed by the entity surviving such merger or created by such consolidation; or (d) any entity acquiring this Lease and a substantial portion of Tenant’s assets; or (e) any entity successor to a successor entity becoming such by either of the methods described in (c) or (d), so long as on the completion of such merger, consolidation, acquisition, or assumption, the successor has a net worth no less than Tenant’s net worth immediately prior to such merger, consolidation, acquisition, or assumption. No subletting or assignment shall release Tenant from Tenant’s obligations under this Lease or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. Any subtenant shall, at Landlord’s election, attorn to Landlord following any early termination of this Lease and any assignee shall be jointly and severally liable for the full performance of all of Tenant’s obligations hereunder. Landlord may require, as a condition to granting Landlord’s consent with respect to the provisions of this Section 11section, an assumption of that the proposed subtenant or assignee enter into a written agreement with Landlord confirming the obligations of such subtenant or assignee under this Lease by the proposed transfereeLease. Tenant shall pay all of Landlord’s pay, as Additional Rent on demand, reasonable legal fees, fees not exceeding $1,000 incurred by Landlord in reviewing connection with each proposed assignment or subleasesublease whether or not Landlord’s consent is obtained. If Tenant receives rent or other payments under any assignment or sublease in excess of the payments made by Tenant to Landlord under this Lease (as all such amounts are adjusted for any assignment or subletting of on a per square foot basis if less than all of the Leased PremisesPremises is transferred), then Tenant shall pay Landlord one half of such excess, less the reasonable, out-of-pocket cost incurred by Tenant in connection with such . Landlord’s consent to one assignment or sublettingsublease shall not be deemed a waiver of the requirement of Landlord’s consent to any subsequent assignment or sublease. The provisions of this Section 11 shall apply In the event Tenant seeks to a transfer sublet fifty percent (by one 50%) or more transfers) of a majority of the stock or partnership interests, or other evidences of ownership of Tenant as if such transfer were an assignment of this Lease, but such provisions shall not apply to transactions with an entity into or with which Tenant is merged or consolidated or to which substantially all of Tenant’s assets are transferred or to any entity which controls or is controlled by Tenant or is under common control with Tenant, provided that in any of such events (1) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (a) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (b) the net worth of Tenant herein named on the date of this Lease; (2) proof reasonably satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction; and (3) the assignee agrees directly with Landlord, by written instrument in form reasonably satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder, including, without limitation, the covenant against further assignment and subletting. Upon Xxxxxxxx’s receipt of a request from Tenant to sublet all square footage of the Leased Premises or assign all its interest in this Lease, and Landlord does not consent to such proposed sublease or assignment, Landlord may elect to terminate this LeaseLease with respect to the portion of the Premises that would be subject to such sublease or assignment, in which case the last day of the Term of this Lease for such space shall be the 30th thirtieth (30th) day after Landlord notifies Tenant or of Landlord’s election to terminate this LeaseLease and, if less than the entire Premises is affected, Landlord shall have the right to perform any alterations to make such space a self contained rental unit.

Sublease/Assignment. Tenant will not mortgage, pledge, hypothecate or otherwise encumber its interest in the Lease or allow the Leased Premises to be occupied by any other person, in whole or hi in part, and will neither sublet the Leased Premises, in whole or in part, nor assign this Lease, in whole or in part, without in each case obtaining the express, prior written consent of Landlord. Tenant will not permit any transfer by operation of law of any interest in the Leased Premises acquired through this LeaseLease without obtaining the express, prior written consent of Landlord. Landlord shall not unreasonably withhold withhold, condition, or delay its consent to Tenant’s Xxxxxx's written request to sublease the Leased Premises, allow the Premises to be occupied by any other person, or assign this Lease (by operation of law or otherwise), provided Xxxxxx has provided detailed written information about the proposed subtenant or assignee, the form of sublease or assignment (as the case may be) and the proposed use of the Leased Premises, all in form and substance reasonably satisfactory to Landlord. Xxxxxxxx’s 's refusal to consent to any proposed sublease or assignment shall not be deemed unreasonable if (a) the net worth financial condition or operating performance of the proposed subtenant or assignee, determined in accordance with generally accepted accounting principles, consistently appliedLandlord's reasonable discretion, is less than insufficient to perform the greater of the net worth of the Tenant on (i) the date of execution financial obligations of this LeaseLease (in the case of assignment) or the sublease, or (ii) the day immediately preceding the proposed effective date of such sublease or assignmentas applicable, (b) Tenant is in default beyond applicable notice and cure periods of any of the terms, covenants or conditions of this Lease, or (c) the proposed use of the Leased Premises does not comply with the Permitted Use and will result in: (i) increased wear and tear on the Leased Premises, the common facilities or adjacent parking; (ii) parking requirements in excess of those provided for by applicable zoning ordinances or which would tend to deprive other tenants in the Building of their required parking; (iii) public protests or picketing; or (iv) any adverse affect effect on other tenants in the Building or adjacent buildings. Landlord may require, as a condition to granting Landlord’s 's consent to an assignment with respect to the provisions of this Section 11Section, an assumption of the obligations under this Lease accruing from an after such assignment by the proposed transferee. Tenant shall pay all of Landlord’s 's reasonable legal fees, fees incurred by Landlord in reviewing each proposed assignment or sublease, not to exceed $15,000, in the aggregate, per request. If Tenant receives rent or other payments under any assignment or sublease in excess of the payments made by Tenant to Landlord under this Lease (as all such amounts are adjusted for any assignment or subletting of less than all of the Leased Premises), then Tenant shall pay Landlord one half of such excess, less the reasonable, out-of-pocket cost incurred by Tenant in connection with such assignment or subletting; provided, that, any period of rent abatement hereunder shall be disregarded in determining such excess. The provisions No subletting or assignment shall release Tenant of Tenant's obligations under this Lease or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. Landlord shall provide or deny consent under this Section 11 shall apply to a transfer (by one or more transfers) of a majority of the stock or partnership interests, or other evidences of ownership of Tenant as if such transfer were an assignment of this Lease, but such provisions shall not apply to transactions with an entity into or with which Tenant is merged or consolidated or to which substantially all of Tenant’s assets are transferred or to any entity which controls or is controlled by Tenant or is under common control with Tenant, provided that in any of such events (1) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (a) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (b) the net worth of Tenant herein named on the date of this Lease; (2) proof reasonably satisfactory to Landlord of such net worth shall have been delivered to Landlord at least 14 within ten (10) days prior to the effective date of any such transaction; and (3) the assignee agrees directly with Landlord, by written instrument in form reasonably satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder, including, without limitation, the covenant against further assignment and subletting. Upon Xxxxxxxx’s receipt of a Xxxxxx’s written request from Tenant to sublet all of the Leased Premises or assign all interest in this Lease, Landlord may elect to terminate this Lease, in which case the last day of the Term of this Lease shall be the 30th day after Landlord notifies Tenant or Landlord’s election to terminate this Leasetherefor.

Sublease/Assignment. Tenant will shall not mortgage, pledge, hypothecate or otherwise encumber its interest in this Lease. Tenant shall not allow the Leased Premises to be occupied by any other personoccupied, in whole or hi in part, by any other party and will shall neither sublet the Leased Premises, in whole or in part, nor assign this Lease, in whole nor amend any sublease or in partassignment to which Landlord has consented, without in each case obtaining the express, prior written consent of Landlord. Tenant will not permit Any sublease or assignment, or amendment to any transfer sublease or assignment, without Landlord's prior written consent shall, at Landlord's option, be null, void and of no effect, and shall, at Landlord' s option, constitute an Event of Default. The provisions of this section shall apply to a transfer, by operation one or more transfers, of law all, or substantially all, of the business or assets of Tenant, of a majority of the stock, partnership or membership interests, or other evidences of ownership, of Tenant, and of any interest shares, voting rights or ownership interests of Tenant which results in a change in the Leased Premises acquired through identity of the entity or entities which exercise, or may exercise, effective control of Tenant as if such transfers were an assignment of this Lease. Tenant must request Landlord's consent to any assignment or sublease at least sixty (60) days prior to the proposed effective date of the assignment or sublease. At the time of its request, Tenant shall provide Landlord in writing: (a) the name and address of the proposed assignee or subtenant, (b) a complete copy of the proposed assignment or sublease, (c) reasonably satisfactory information about the nature, business, and business history of the proposed assignee or subtenant and its proposed use of the Premises, and (d) banking, financial or other credit information about the proposed assignee or subtenant sufficient to enable Landlord to determine its financial condition and operating performance. Landlord shall not unreasonably withhold withhold, condition or delay its consent to Tenant’s 's written request to sublease the Leased Premises or assign this Lease provided Xxxxxx has provided detailed written information about which is made in compliance with the proposed subtenant terms and conditions of this section. Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent to an assignment or assigneesublease, the form of sublease or assignment (as the case may be) and the proposed use of the Leased Premises, all in form and substance satisfactory to Landlord. Xxxxxxxx’s 's refusal to consent to any proposed assignment or sublease or assignment shall not be deemed unreasonable if if: (a) the net worth financial condition or operating performance of the proposed subtenant or assignee, determined in accordance with generally accepted accounting principles, consistently appliedLandlord's reasonable discretion, is less than the greater of the net worth financial condition or operating performance of the Tenant on (i) the date of execution of this Lease, Lease or (ii) the day immediately preceding date of Tenant's request for Landlord's consent to the proposed effective date of such sublease assignment or assignmentsublease, (b) Tenant is in default of under any of the terms, covenants or conditions of this Lease, or (c) the proposed use of the Leased Premises will may result in: (i) increased wear and tear on the Leased Premises, the common facilities Building or adjacent parking; Property or (ii) parking requirements in excess of those provided for by applicable zoning ordinances or which would tend to deprive other tenants in the Building of their required parking; (iii) public protests or picketing; or (iv) any adverse affect effect on other tenants in the Building or adjacent buildings. buildings owned by Landlord, ( d) the proposed subtenant or assignee is a governmental agency, (e) Landlord may require, as a condition to granting Landlord’s consent with respect to has space available elsewhere in the provisions of this Section 11, an assumption Building which can accommodate the needs of the obligations under this Lease by proposed subtenant or assignee or the proposed transferee. Tenant shall pay all subtenant or assignee is a prospect to whom Landlord has made a proposal for the lease of Landlord’s reasonable legal feesspace within the market area within the prior six (6) months, incurred (f) the proposed assignee or subtenant is a tenant in any building owned by Landlord in reviewing each proposed assignment or sublease. If Tenant receives rent or other payments under any assignment or sublease in excess affiliate of the payments made by Tenant to Landlord under this Lease (as all such amounts are adjusted for any assignment or subletting of less than all of the Leased Premises), then Tenant shall pay Landlord one half of such excess, less the reasonable, out-of-pocket cost incurred by Tenant in connection with such assignment or subletting. The provisions of this Section 11 shall apply to a transfer (by one or more transfers) of a majority of the stock or partnership interests, or other evidences of ownership of Tenant as if such transfer were an assignment of this Lease, but such provisions shall not apply to transactions with an entity into or with which Tenant is merged or consolidated or to which substantially all of Tenant’s assets are transferred or to any entity which controls or is controlled by Tenant or is under common control with Tenant, provided that in any of such events (1) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (a) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (b) the net worth of Tenant herein named on the date of this Lease; (2) proof reasonably satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction; and (3) the assignee agrees directly with Landlord, by written instrument in form reasonably satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder, including, without limitation, the Building, (g) the proposed subtenant or assignee would cause Landlord to be in violation of any covenant against further assignment and subletting. Upon Xxxxxxxx’s receipt of a request from Tenant or restriction contained in another lease or other agreement, (h) Landlord's lender, if any, does not consent to sublet all of the Leased Premises proposed sublease or assign all interest in this Lease, Landlord may elect to terminate this Lease, in which case the last day of the Term of this Lease shall be the 30th day after Landlord notifies Tenant or Landlord’s election to terminate this Leaseassignment.

Sublease/Assignment. Tenant Lessee will not allow the Leased Premises be allowed to be occupied by any other person, in whole sublet or hi part, and will neither sublet assign the Leased Premises, in whole or in part, nor assign this Lease, in whole or in part, without in each case obtaining with the express, prior prior, written consent of LandlordLessor. Tenant will not permit any transfer by operation of law of any interest in the Leased Premises acquired through this Lease. Landlord Lessor shall not unreasonably withhold or delay its consent to TenantLessee’s written request to sublease or assign the Leased Premises or assign this Lease provided Xxxxxx Lessee has provided detailed written information about the proposed subtenant or assignee, the form of sublease or assignment (as the case may be) assignee and the proposed use of the Leased Premises, all Premises in form and substance satisfactory to LandlordLessor. XxxxxxxxLessor’s refusal to consent to any proposed sublease or assignment shall not be deemed unreasonable if (a) the net worth of the proposed subtenant or assignee, determined in accordance with generally accepted accounting principles, consistently applied, is less than the greater of the net worth of the Tenant on (i) the date of execution of this Lease, or (ii) the day immediately preceding the proposed effective date of such sublease or assignment, (b) Tenant is in default of any of the terms, covenants or conditions of this Lease, or (c) the proposed use of the Leased Premises will result in: (i) increased wear and tear on the Leased Premises, the common facilities or adjacent parking; (ii) parking requirements in excess of those provided for by applicable zoning ordinances or which would tend to deprive other tenants in the Building of their required parking; (iii) public protests protests, or picketing; or (iv) any adverse affect on other tenants in is the Building or adjacent buildings. Landlord may require, as a condition to granting Landlord’s consent with respect to the provisions of this Section 11, an assumption of the obligations under this Lease by the proposed transferee. Tenant shall pay all of Landlord’s reasonable legal fees, incurred by Landlord in reviewing each proposed assignment or sublease. If Tenant receives rent or other payments under any assignment or sublease in excess of the payments made by Tenant to Landlord under this Lease (as all such amounts are adjusted for any assignment or subletting of less than all of the Leased Premises), then Tenant shall pay Landlord one half of such excess, less the reasonable, out-of-pocket cost incurred by Tenant in connection with such assignment or subletting. The provisions of this Section 11 shall apply to a transfer (by one or more transfers) of a majority of the stock or partnership interests, or other evidences of ownership of Tenant as if such transfer were an assignment of this Lease, but such provisions shall not apply to transactions with an entity into or with which Tenant is merged or consolidated or to which substantially all of Tenant’s assets are transferred or to any entity which controls or is controlled by Tenant or is under common control with Tenant, provided that in any of such events (1) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (a) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (b) the net worth of Tenant herein named on the date of this Lease; (2) proof reasonably satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction; and (3) the assignee agrees directly with Landlord, by written instrument in form reasonably satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder, including, without limitation, the covenant against further assignment and subletting. Upon XxxxxxxxLessor’s receipt of a request from Tenant Lessee to sublet all of the Leased Premises or assign all interest in this Lease, Landlord Lessor may elect to terminate this Lease, in which case the last day of the Term of this Lease shall be the 30th day after Landlord Lessor notifies Tenant Lessee or LandlordLessor’s election to terminate this Lease. With respect to the Phase II Improvements as defined in Paragraph 7 above, should Lessee sublet all or any portion of the Phase II Improvements prior to their being built out in accordance with the standards of Exhibit “B”, then Lessor agrees to contribute, to Lessee’s sublease build out of the Phase II Improvements, an amount equal to the proportionate cost that Lessor would have incurred in the build out of the Phase II Improvements pursuant to Exhibit “B” (“Lessor Allowance Amount”). Any excess over and above the Lessor Allowance Amount will be the sole expense of Lessee. Should the sublease build out of Phase II Improvements be less than the Lessor Allowance Amount, then Lessee shall have the right to the difference as a rent credit to be applied on the first day of the month within ninety (90) days after the later of (i) acceptance and possession of the specific Phase II Improvements being subleased and (ii) Lessor’s completion of all punch list items.

Sublease/Assignment. Tenant will shall not allow assign or sublet said premises, or any part thereof without the Leased Premises to be occupied by any other person, in whole or hi part, and will neither sublet the Leased Premises, in whole or in part, nor assign this Lease, in whole or in part, without in each case obtaining the express, prior written consent of Landlord/Agent. Tenant will not permit any transfer by operation of law of any interest in must have written permission from Landlord/Agent for guests to occupy the Leased Premises acquired through this Leasepremises for more than _7_ days. Landlord shall not unreasonably withhold or delay its consent to Tenant’s written request to sublease the Leased Premises or assign this Lease provided Xxxxxx has provided detailed written information about the proposed subtenant or assignee, the form of sublease or assignment (as the case may be) and the proposed use The occupancy of the Leased Premises, all Premises by an unauthorized guest in form and substance satisfactory to Landlord. Xxxxxxxx’s refusal to consent to any proposed sublease or assignment excess of said seven (7) day period shall not be deemed unreasonable if (a) the net worth of the proposed subtenant or assignee, determined in accordance with generally accepted accounting principles, consistently applied, is less than the greater of the net worth of the Tenant on (i) the date of execution a breach of this Lease, or and Landlord/Agent shall be entitled to recover from the Tenant and guest (iiwhose liability shall be joint and several) an amount of rent equal to that being paid by Xxxxxx(s), in addition to the day immediately preceding the proposed effective date right of such sublease or assignment, (b) Tenant is Landlord/Agent to declare this Lease in default of and pursue any of the terms, covenants Landlord/Agent’s other remedies hereunder or conditions by law. It is understood that in the event tenant(s) wants to be released from the obligation of this Lease, or (clease; he/she must find someone to take over the obligation of this lease. It is understood by tenant(s) the proposed use that completion of the Leased Premises will result in: (ire-lease/sublease agreement does not release tenant from his/her obligation until someone has completed all necessary paperwork and all parties including Landlord/Agent have signed said forms. Tenant(s) increased wear and tear on the Leased Premises, the common facilities or adjacent parking; (ii) parking requirements in excess of those provided for by applicable zoning ordinances or which would tend to deprive other tenants understands that in the Building of their required parking; (iii) public protests or picketing; or (iv) any adverse affect on other tenants in event someone is not found, tenant will be responsible for payment for the Building or adjacent buildings. Landlord may require, as a condition to granting Landlord’s consent with respect to the provisions entire term of this Section 11, an assumption lease. A subletting/assignment fee of the obligations under this Lease $100.00 must be paid by the proposed transfereecurrent tenant at the time of signing. Tenant shall pay all There will be a maximum of two (2) active subleases at any one time. In the event Landlord’s reasonable legal fees, incurred by Landlord in reviewing each proposed assignment or sublease. If Tenant receives rent or other payments under any assignment or sublease in excess of the payments made by Tenant /Agent consents to Landlord under this Lease (as all such amounts are adjusted for any assignment or subletting of less than all of the Leased Premises), then Tenant shall pay Landlord one half of such excess, less the reasonable, out-of-pocket cost incurred by Tenant in connection with such assignment or subletting. The provisions of this Section 11 shall apply to a transfer (by one or more transfers) of a majority of the stock or partnership interests, or other evidences of ownership of Tenant as if such transfer were an assignment of this Lease, but such provisions Tenant shall not apply remain liable under this Lease in the event of a default by the assignee. In order to transactions with document an entity into or with which Tenant is merged or consolidated or to which substantially all of Tenant’s assets are transferred or to any entity which controls or is controlled by Tenant or is under common control with Tenantassignment, provided that in any of such events (1Xxxxxx must execute a re- lease agreement and Tenant(s) the successor to Tenant has shall be assessed a net worth computed in accordance with generally accepted accounting principles at least fee equal to the greater of (a) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (b) the net worth of Tenant herein named on the date of this Lease; (2) proof reasonably satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction; and (3) the assignee agrees directly with Landlord, by written instrument in form reasonably satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder, including, without limitation, the covenant against further assignment and subletting. Upon Xxxxxxxxone month’s receipt of a request from Tenant to sublet all of the Leased Premises or assign all interest in this Lease, Landlord may elect to terminate this Lease, in which case the last day of the Term of this Lease shall be the 30th day after Landlord notifies Tenant or Landlord’s election to terminate this Leaserent.

Sublease/Assignment. Tenant will (A) LESSEE may sublease the Aircraft to any Air Carrier provided that (i) such Air Carrier at the time of such subleasing is solvent and is not allow in receivership or subject to the Leased Premises jurisdiction of any bankruptcy court, (ii) that LESSOR and Lender have consented to such subleasing, such consent not to be occupied unreasonably withheld, and (iii) that LESSOR's title in and to the Aircraft and the security interest of Lender in and to the Aircraft and this Lease remain fully perfected and protected and LESSOR and its Lender receive satisfactory legal opinions with respect thereto. LESSEE shall be responsible for all reasonable costs and expenses incurred by LESSOR and Lender in connection with any subleasing of the Aircraft, including, but not limited to, the reasonable fees and expenses of counsel to LESSOR. (B) Any sublease consented to by LESS0R shall contain, among other things, the following terms and conditions: (1) That such sublease is subject to and subordinate to this Lease; (2) The sublease shall not relieve the LESSEE of its obligations under this Lease and the LESSEE shall continue to be primarily liable hereunder; (3) The terms of such sublease shall be no less favorable to the lessor thereunder than the terms of this Lease; and (4) The rights of the lessor in any Sublease (including, but not limited to security deposits and maintenance reserves payable thereunder) shall be assigned to LESSOR and/or its Lender. (C) All of LESSEE's obligations hereunder may be performed by any other personapproved sublessee, provided however that the LESSEE shall not be released from its obligations hereunder. (D) Nothing set forth in whole this Section 22 shall constitute, or hi partbe deemed to constitute, and will neither sublet a consent by LESSOR to the Leased Premisesassignment by LESSEE, in whole or in part, nor assign of this LeaseLease or the rights and obligations of LESSEE thereunder. Any assignment or purported assignment, in whole or in part, without in each case obtaining part of this Lease or the express, rights and obligations of LESSEE hereunder shall be null and void and of no force and effect unless the prior written consent of Landlord. Tenant will not permit any transfer by operation of law of any interest in the Leased Premises acquired through this Lease. Landlord shall not unreasonably withhold or delay its consent LESSOR and Lender to Tenant’s written request to sublease the Leased Premises or assign this Lease provided Xxxxxx has provided detailed written information about the proposed subtenant or assignee, the form of sublease or assignment (as the case may be) and the proposed use of the Leased Premises, all in form and substance satisfactory to Landlord. Xxxxxxxx’s refusal to consent to any proposed sublease or assignment shall not be deemed unreasonable if (a) the net worth of the proposed subtenant or assignee, determined in accordance with generally accepted accounting principles, consistently applied, is less than the greater of the net worth of the Tenant on (i) the date of execution of this Lease, or (ii) the day immediately preceding the proposed effective date of such sublease or assignment, (b) Tenant is in default of any of the terms, covenants or conditions of this Lease, or (c) the proposed use of the Leased Premises will result in: (i) increased wear and tear on the Leased Premises, the common facilities or adjacent parking; (ii) parking requirements in excess of those provided for by applicable zoning ordinances or which would tend to deprive other tenants in the Building of their required parking; (iii) public protests or picketing; or (iv) any adverse affect on other tenants in the Building or adjacent buildings. Landlord may require, as a condition to granting Landlord’s consent with respect to the provisions of this Section 11, an assumption of the obligations under this Lease by the proposed transferee. Tenant shall pay all of Landlord’s reasonable legal fees, incurred by Landlord in reviewing each proposed assignment or sublease. If Tenant receives rent or other payments under any assignment or sublease in excess of the payments made by Tenant to Landlord under this Lease (as all such amounts are adjusted for any assignment or subletting of less than all of the Leased Premises), then Tenant shall pay Landlord one half of such excess, less the reasonable, out-of-pocket cost incurred by Tenant in connection with such assignment or subletting. The provisions of this Section 11 shall apply to a transfer (by one or more transfers) of a majority of the stock or partnership interests, or other evidences of ownership of Tenant as if such transfer were an assignment of this Lease, but such provisions shall not apply to transactions with an entity into or with which Tenant is merged or consolidated or to which substantially all of Tenant’s assets are transferred or to any entity which controls or is controlled by Tenant or is under common control with Tenant, provided that in any of such events (1) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (a) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (b) the net worth of Tenant herein named on the date of this Lease; (2) proof reasonably satisfactory to Landlord of such net worth shall have had been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction; and (3) the assignee agrees directly with Landlord, by written instrument in form reasonably satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder, including, without limitation, the covenant against further assignment and subletting. Upon Xxxxxxxx’s receipt of a request from Tenant to sublet all of the Leased Premises or assign all interest in this Lease, Landlord may elect to terminate this Lease, in which case the last day of the Term of this Lease shall be the 30th day after Landlord notifies Tenant or Landlord’s election to terminate this Leaseobtained.

Sublease/Assignment. Tenant shall not mortgage, pledge, hypothecate or otherwise encumber its interest in this Lease without Landlord’s consent, which will not be unreasonably withheld, conditional or delayed. Except in connection with a Permitted Transfer (as hereinafter defined), Tenant shall not allow the Leased Premises to be occupied by any other personoccupied, in whole or hi in part, by any other party and will shall neither sublet the Leased Premises, in whole or in part, nor assign this Lease, in whole nor amend any sublease or in partassignment to which Landlord has consented, without in each case obtaining the express, prior written consent of Landlord. Tenant will not permit Any sublease or assignment, or amendment to any transfer sublease or assignment, without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute an Event of Default. Except in connection with a Permitted Transfer, the provisions of this section shall apply to a transfer, by operation one or more transfers, of law all, or substantially all, of the business or assets of Tenant, of a majority of the stock, partnership or membership interests, or other evidences of ownership, of Tenant, and of any interest shares, voting rights or ownership interests of Tenant which results in a change in the Leased Premises acquired through identity of the entity or entities which exercise, or may exercise, effective control of Tenant as if such transfers were an assignment of this Lease. Tenant must request Landlord’s consent to any assignment or sublease at least [***] ([***]) days prior to the proposed effective date of the assignment or sublease. At the time of its request, Tenant shall provide Landlord in writing: (a) the name and address of the proposed assignee or subtenant, (b) a complete copy of the proposed assignment or sublease, (c) reasonably satisfactory information about the nature, business, and business history of the proposed assignee or subtenant and its proposed use of the Premises, and (d) banking, financial or other credit information about the proposed assignee or subtenant sufficient to enable Landlord to determine its financial condition and operating performance. Concurrently with such request, Tenant shall pay to Landlord a fee of $[***] to defray Landlord’s expenses in reviewing such request. Landlord shall not unreasonably withhold or delay its consent to Tenant’s written request to sublease the Leased Premises or assign this Lease provided Xxxxxx has provided detailed written information about which is made in compliance with the proposed subtenant terms and conditions of this section. Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent to an assignment or assigneesublease, the form of sublease or assignment (as the case may be) and the proposed use of the Leased Premises, all in form and substance satisfactory to Landlord. Xxxxxxxx’s refusal to consent to any proposed assignment or sublease or assignment shall not be deemed unreasonable if if: (a) the net worth financial condition or operating performance of the proposed subtenant or assignee, determined in accordance with generally accepted accounting principles, consistently applied, is less than the greater of the net worth of the Tenant on (i) the date of execution of this Lease, or (ii) the day immediately preceding the proposed effective date of such sublease or assignmentLandlord’s reasonable discretion does not meet Landlord’s then existing Leasing criteria, (b) Tenant is in default of under any of the terms, covenants or conditions of this LeaseLease beyond applicable notice and cure periods, or (c) the proposed use of the Leased Premises will may result in: (i) in increased wear and tear on the Leased PremisesPremises or the Building, (d) the common facilities proposed subtenant or adjacent parking; assignee is a governmental agency, (iie) parking requirements in excess of those provided for by applicable zoning ordinances or which would tend to deprive other tenants Landlord has comparable space available elsewhere in the Building which can accommodate the needs of their required parking; the proposed subtenant or assignee or the proposed subtenant and the assignee is a prospect to whom Landlord has made a proposal for the lease of space within the Building within the prior [***] (iii[***]) public protests months, (f) the proposed subtenant or picketing; assignee would cause Landlord to be in violation of any covenant or restriction contained in another lease or other agreement, or (ivh) Landlord’s lender, if any, does not consent to the proposed sublease or assignment. No subletting or assignment shall release Tenant from Tenant’s obligations under this Lease or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. Any subtenant shall, at Landlord’s election, attorn to Landlord following any adverse affect on other tenants in early termination of this Lease and any assignee shall be jointly and severally liable for the Building or adjacent buildingsfull performance of all of Tenant’s obligations hereunder. Landlord may require, as a condition to granting Landlord’s consent with respect to the provisions of this Section 11section, an assumption of that the proposed subtenant or assignee enter into a written agreement with Landlord confirming the obligations of such subtenant or assignee under this Lease by the proposed transferee. Tenant shall pay all of Landlord’s reasonable legal fees, incurred by Landlord in reviewing each proposed assignment or subleaseLease. If Tenant receives rent or other payments under any assignment or sublease in excess of the payments made by Tenant to Landlord under this Lease (as all such amounts are adjusted for any assignment or subletting of on a per square foot basis if less than all of the Leased PremisesPremises is transferred), then Tenant shall pay Landlord one half [***] ([***]%) of such excess, less excess after first deducing the reasonable, out-of-pocket cost reasonable and customary third party costs incurred by Tenant to effectuate the transfer. Landlord’s consent to one assignment or sublease shall not be deemed a waiver of the requirement of Landlord’s consent to any subsequent assignment or sublease. Notwithstanding anything to the contrary contained in this Section 14, provided Tenant is not in default beyond applicable notice and cure periods, Tenant may assign this Lease or sublet the Premises (or a portion thereof) in connection with such assignment or subletting. The provisions of this Section 11 shall apply to a transfer (by one or more transfers) of a majority any of the stock or partnership interestsfollowing without the prior written consent of Landlord (and without being required to pay any excess rents to Landlord), or other evidences of ownership of Tenant as if such transfer were an assignment of this Lease, but such provisions shall not apply each a “Permitted Transfer” to transactions with an entity into (each a “Permitted Transferee”) in connection with: (i) a sale of all or with which Tenant is merged or consolidated or to which substantially all of Tenant’s assets are transferred or stock to an unrelated entity, (ii) any merger, consolidation, reorganization or similar transaction, (iii) any assignment or sublease to an Affiliate, or (iv) any transfer of stock whenever Tenant is a corporation, the outstanding stock of which is listed on a recognized national stock exchange. The term “Affiliate” as used in this Section 14, shall mean any person or entity which controls that is, directly or is indirectly, controlled by Tenant or is by, under common control with with, or controlling, another person or entity. Tenant acknowledges and agrees that any such assignment or sublease shall not release Tenant from Tenant, provided that in any of such events (1) ’s obligations hereunder or alter the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (a) the net worth primary liability of Tenant immediately prior to pay the Rent and other sums due Landlord hereunder and to perform all other obligations to be performed by Tenant hereunder. In such mergerevent, consolidation or transfer, or (b) the net worth of Tenant herein named on the date of this Lease; (2) proof reasonably satisfactory to Landlord of such net worth shall have been delivered to must give Landlord at least ten [***] (10[***]) days prior written notice with respect to the effective date of any such transaction; and (3) the assignee agrees directly with Landlord, by written instrument in form reasonably satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder, including, without limitation, the covenant against further assignment and subletting. Upon Xxxxxxxx’s receipt of a request from Tenant to sublet all of the Leased Premises or assign all interest in this Lease, Landlord may elect to terminate this Lease, in which case the last day of the Term of this Lease shall be the 30th day after Landlord notifies Tenant or Landlord’s election to terminate this LeasePermitted Transfer.

Sublease/Assignment. (A) Tenant will shall not mortgage, pledge, hypothecate or otherwise encumber its interest in this Lease. Tenant shall not allow the Leased Premises to be occupied by any other personoccupied, in whole or hi in part, by any other party and will shall neither sublet the Leased Premises, in whole or in part, nor assign this Lease, in whole nor amend any sublease or in partassignment to which Landlord has consented, without in each case obtaining the express, prior written consent of Landlord. Tenant will not permit Any sublease or assignment, or amendment to any transfer sublease or assignment, made without Landlord's prior written consent (if such consent is required hereunder) shall, at Landlord's option, be null, void and of no effect, and shall, at Landlord's option, constitute an Event of Default. The provisions of this section 14(A) shall apply to a transfer, by operation one or more transfers, of law all, or substantially all, of the business or assets of Tenant, of a majority of the stock, partnership or membership interests, or other evidences of ownership, of Tenant, and of any interest shares, voting rights or ownership interests of Tenant which results in a change in the Leased Premises acquired through identity of the entity or entities which exercise, or may exercise, effective control of Tenant as if such transfers were an assignment of this Lease. Tenant must request Landlord's consent to any assignment or sublease at least sixty (60) days prior to the proposed effective date of the assignment or sublease. At the time of its request, Tenant shall provide Landlord in writing: (a) the name and address of the proposed assignee or subtenant, (b) a complete copy of the proposed assignment or sublease or a term sheet setting forth the material economic terms of the proposed assignment or sublease, (c) reasonably satisfactory information about the nature, business, and business history of the proposed assignee or subtenant and its proposed use of the Premises, and (d) banking, financial or other credit information about the proposed assignee or subtenant reasonably sufficient to enable Landlord to determine its financial condition and operating performance. Landlord shall not unreasonably withhold withhold, condition or delay its consent to Tenant’s 's written request to sublease the Leased Premises or assign this Lease provided Xxxxxx has provided detailed written information about which is made in compliance with the proposed subtenant terms and conditions of this section. Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent to an assignment or assigneesublease, the form of sublease or assignment (as the case may be) and the proposed use of the Leased Premises, all in form and substance satisfactory to Landlord. Xxxxxxxx’s 's refusal to consent to any proposed assignment or sublease or assignment shall not be deemed unreasonable if if: (a) the net worth financial condition or operating performance of the proposed subtenant or assignee, determined in accordance with generally accepted accounting principles, consistently appliedLandlord's reasonable discretion, is less than the greater of the net worth financial condition or operating performance of the Tenant on (i) the date of execution of this Lease, Lease or (ii) the day immediately preceding date of Tenant's request for Landlord's consent to the proposed effective date of such sublease assignment or assignmentsublease, (b) Tenant is in default of under any of the terms, covenants or conditions of this LeaseLease beyond all applicable notice and cure periods, or (c) Landlord reasonably determines that the proposed use of the Leased Premises will may result in: (i) increased wear and tear on the Leased Premises, the common facilities Building or adjacent parking; Property or (ii) parking requirements in excess of those provided for by applicable zoning ordinances or which would tend to deprive other tenants in the Building of their required parking; (iii) public protests or picketing; or (iv) any materially adverse affect effect on other tenants in the Building or adjacent buildingsbuildings owned by Landlord, (d) the proposed subtenant or assignee is a governmental agency, (e) Landlord has space available elsewhere in the Building which can accommodate the needs of the proposed subtenant or assignee or the proposed subtenant or assignee is a prospect to whom Landlord has made a proposal for the lease of space within the market area within the prior six (6) months, (f) the proposed assignee or subtenant is a tenant in any building owned by Landlord or any affiliate of Landlord including, without limitation, the Building, (g) the proposed subtenant or assignee would or its proposed use of the Premises would cause Landlord to be in violation of any covenant or restriction contained in another lease or other agreement, (h) Landlord's lender, if any, does not consent to the proposed sublease or assignment where such consent is required under the applicable loan documents. (B) Notwithstanding the foregoing, Landlord's consent shall not be withheld, and Landlord shall have no right to recapture the Premises or share in Profits (defined below), when Tenant is transferring its interest in the Premises pursuant to transactions with an entity into or with which Tenant is merged or consolidated or to which all or substantially all of Tenant's business or assets are transferred or to any entity which controls or is controlled by Tenant or is under common control with Tenant (provided that such entity maintains such relationship to Tenant for a period of at least two (2) years after the date of such transfer, it being agreed that the subsequent sale or transfer of stock within such two (2) year period resulting in a change in voting control, or any other transaction(s) within such two (2) year period having the overall effect that such entity ceases to control, be controlled by, or be under common control with Tenant, shall be treated as an assignment of this Lease governed by the preceding paragraphs of this Section) (such transfer being a “Permitted Transfer”), provided that in any of such events (a) Tenant is not then in default under this Lease beyond applicable notice and cure periods, and (b) the successor to Tenant, in Landlord's reasonable opinion, possesses adequate financial capability to perform the Tenant obligations as and when due or required. (C) No subletting or assignment shall release Tenant from Tenant's obligations under this Lease or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. Any subtenant shall, at Landlord's election, attorn to Landlord following any early termination of this Lease and any assignee shall be jointly and severally liable for the full performance of all of Tenant' s obligations hereunder. Landlord may require, as a condition to granting Landlord’s 's consent with respect to the provisions of this Section 11section, an assumption of that the proposed subtenant or assignee enter into a written agreement with Landlord confirming the obligations of such subtenant or assignee under this Lease by the proposed transfereeLease. Tenant shall pay pay, as Additional Rent within thirty (30) days after being invoiced therefor, all of Landlord’s reasonable legal fees, fees (not to exceed $2,500) incurred by Landlord in reviewing connection with each proposed assignment or subleasesublease whether or not Landlord's consent is obtained. If Tenant receives rent or other payments under any assignment or sublease in excess of the payments made by Tenant to Landlord under this Lease (as all such amounts are adjusted for any assignment or subletting of on a per square foot basis if less than all of the Leased PremisesPremises is transferred), then Tenant shall pay Landlord one one-half of such excessexcess after deduction on an amortized basis of the cost of reasonable marketing expenses, less the reasonable, out-of-pocket cost brokerage fees and tenant improvements (such net amount “Profits”) paid for or incurred by Tenant in connection with such sublease or assignment. Landlord's consent to one assignment or subletting. The provisions of this Section 11 sublease shall apply to not be deemed a transfer (by one or more transfers) of a majority waiver of the stock or partnership interests, or other evidences requirement of ownership of Tenant as if such transfer were an assignment of this Lease, but such provisions shall not apply to transactions with an entity into or with which Tenant is merged or consolidated or to which substantially all of Tenant’s assets are transferred or Landlord ' s consent to any entity which controls subsequent assignment or is controlled by sublease. In the event Tenant or is under common control with Tenant, provided that in any of such events (1) the successor seeks to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (a) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (b) the net worth of Tenant herein named on the date of this Lease; (2) proof reasonably satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction; and (3) the assignee agrees directly with Landlord, by written instrument in form reasonably satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder, including, without limitation, the covenant against further assignment and subletting. Upon Xxxxxxxx’s receipt of a request from Tenant to sublet all of the Leased Premises or assign all its interest in this Lease, and Landlord does not consent to such proposed assignment, Landlord may elect to terminate this LeaseLease in its entirety, in which case and the last day of the Term of this Lease shall be the 30th thirtieth (30th) day after Landlord notifies Tenant or of Landlord’s 's election to terminate this Lease. In the event Tenant seeks to sublet all or any portion of the Premises and Landlord does not consent to such proposed sublease, Landlord may elect to terminate this Lease with respect to the portion of the Premises that would be subject to such sublease and the last day of the Term of this Lease for such space shall be the thirtieth (30th) day after Landlord notifies Tenant of Landlord' s election to terminate this Lease and, if less than the entire Premises is affected, Landlord shall have the right to perform any alterations to make such space a self contained rental unit.