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(d) An assignment or subletting of Tenant's interest in this Lease without Landlord's specific prior written
<br />consent shall, at Landlord's option, be a Default curable after notice per Paragraph 12.1(c), or a noncurable Breach without the
<br />necessity of any notice and grace period.
<br />1 1 .2 Terms and Conditions Applicable to Assignment and Subletting.
<br />(a) Regardless of Landlord's consent, any assignment or subletting shall not: (i) be effective without the
<br />express written assumption by such assignee or subtenant of the obligations of Tenant under this Lease, (ii) release Tenant of any
<br />obligations hereunder, or (iii) alter the primary liability of Tenant for the payment of Base Rent and other sums due Landlord
<br />hereunder or for the performance of any other obligations to be performed by Tenant under this Lease.
<br />(b) Landlord may accept any rent or performance of Tenant's obligations from any person other than Tenant
<br />pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the
<br />acceptance of any rent or performance shall constitute a waiver or estoppel of Landlord's right to exercise its remedies for the
<br />Default or Breach by Tenant of any of the terms, covenants or conditions of this Lease.
<br />(c) The consent of Landlord to any assignment or subletting shall not constitute a consent to any subsequent
<br />assignment or subletting by Tenant or to any subsequent or successive assignment or subletting by the subtenant. However,
<br />Landlord may consent to subsequent sublettings and assignments of the sublease or any amendments or modifications thereto
<br />without notifying Tnnnnt or anyone olgn liabin on the Longo or gublonse and without obtaining their constant, and such action shall
<br />not relieve such persons from liability under this Lease or sublease.
<br />(d) In the event of any Default or Breach of Tenant's obligations under this Lease, Landlord may proceed
<br />directly against Tenant, any Guarantors or anyone else responsible for the performance of the Tenant's obligations under this Lease,
<br />including any subtenant, without first exhausting Landlord's remedies against any other person or entity responsible therefor to
<br />Landlord, or any security held by Landlord or Tenant.
<br />(a) Each request for consent to an assignment or subletting shall be in writing, accompanied by information
<br />relevant to Landlord's determination as to the financial and operational responsibility and appropriateness of the proposed assignee
<br />or subtenant, including but not limited to the intended use and/or required modification of the Premises, if any, together with a
<br />non-refundable deposit of $1,000 as reasonable consideration for Landlord's considering and processing the request for consent.
<br />Tenant agrees to provide Landlord with such other or additional information and/or documentation as may be reasonably requested
<br />by Landlord. In determining whether to reasonably consent to a proposed assignment or subletting, (i) it shall not be unreasonable
<br />for Landlord to withhold its consent to any such assignment or subletting if a proposed assignee's or subtenant's anticipated or
<br />proposed use of the Premises involves the generation storage, use, treatment or disposal of any Hazardous Substance; and
<br />(ii) Landlord may consider, among other things, any or all of the following factors: (1) the reputation of the proposed assignee or
<br />subtenant (including any principals, partners or shareholders of such assignee or subtenant), including, without limitation, the
<br />reputation of the proposed assignee or subtenant for dishonesty, criminal conduct and unethical business practices; (2) whether the
<br />business experience and quality of business operations of the proposed assignee or subtenant is comparable to that of Tenant; (3)
<br />the credit history of the proposed assignee or subtenant; (4) the intended use of the Premises by the proposed assignee or
<br />subtenant; and/or (5) whether the use of the Premises by the proposed assignee or subtenant will involve the generation, storage,
<br />use, treatment or disposal of any Hazardous Substances, or will in any way increase any potential risk or liability to Landlord arising
<br />out of or relating to Hazardous Substances. Should Tenant desire to enter into an assignment or subletting, Tenant shall provide
<br />not less than ninety (90) days prior written notice thereof to Landlord setting forth the name of the proposed assignee or subtenant,
<br />the term, use, rental rate and other relevant particulars of the proposed assignment or subletting, including, without limitation,
<br />evidence satisfactory to Landlord that the proposed assignee or subtenant will not use, store or dispose of any Hazardous
<br />Substances in or on the Premises, and that the proposed assignee or subtenant will immediately occupy.and thereafter use the Prem-
<br />ises for the entire term of the Lease or the sublease (as the case may be). Such notice shall be accompanied by a copy of the
<br />proposed assignment or sublease agreement and any documents or financial information Landlord may require in order to make a
<br />determination as to the suitability of the assignee or subtenant.
<br />(f1 Any assignee of, or subtenant under, this Lease shall, by reason of accepting such assignment or entering
<br />into such sublease, be deemed, for the benefit of Landlord, to have assumed and agreed to conform and comply with each and every
<br />term, covenant, condition and obligation herein to be observed or performed by Tenant during the term of said assignment or
<br />sublease.
<br />(g) The occurrence of a transaction described in Paragraph 11 .1(c) shall give Landlord the right (but not the
<br />obligation) to require that the Security Deposit be increased to an amount equal to six (6) times the then monthly Base Rent, and
<br />Landlord may make the actual receipt by Landlord of the amount required to establish such Security Deposit a condition to Landlord's
<br />consent to such transaction.
<br />IN In the event of any assignment or sublease, Landlord shall receive as additional rent hereunder fifty percent
<br />(50%) of Tenant's "Excess Consideration" derived from such assignment or sublease. If Tenant shall elect to assign or sublet,
<br />Tenant shall use reasonable and good faith efforts to secure consideration from any such assignee or subtenant which would be
<br />generally equivalent to then -current market rent, but in no event shall Tenant's monetary obligations to Landlord, as set forth in this
<br />Lease, be reduced. In the event of a sublease, "Excess Consideration" shall mean all rent, additional rent or other consideration
<br />actually received by Tenant from such subtenant and/or actually paid by such subtenant on behalf of Tenant in connection with the
<br />subletting in excess of the rent, additional rent and other sums payable by Tenant under this Lease during the term of the sublease
<br />on a per square foot basis if less than all of the Premises is subleased, less marketing costs, attorneys' fees and brokerage
<br />commissions, if any, reasonably incurred by Tenant to procure the sublease, and the cost of any alterations made by Tenant
<br />specifically for the benefit of such subtenant. In the event of an assignment, "Excess Consideration" shall mean key money, bonus
<br />money or other consideration paid by the assignee to Tenant in connection with such assignment, and any payment in excess of
<br />fair market value for services rendered by Tenant to assignee or for assets, fixtures, inventory, equipment, or furniture transferred
<br />by Tenant to assignee in connection with such assignment, less marketing costs, attorneys' fees and brokerage commissions, if any,
<br />reasonably incurred by Tenant to procure the assignment, and the cost of any alterations made by Tenant specifically for the benefit
<br />of such assignee. If part of the Excess Consideration shall be payable by the assignee or subtenant other than in cash, then
<br />Landlord's share of such non -cash consideration shall be in such form as is reasonably satisfactory to Landlord.
<br />li) In addition to Landlord's right of approval of any proposed assignment or subletting and without limiting
<br />the other provisions of this Paragraph 11, Landlord shall have the option, in the event of any proposed assignment or subletting,
<br />to terminate the Lease as to the affected portion of the Premises as of the proposed effective date of the proposed assignment or
<br />subletting set forth in 1 enant's notice. Such option to terminate shall be exercised, if at all, by Landlord giving Tenant written notice
<br />thereof within sixty (60) days following Landlord's receipt of Tenant's written request. In the event of such termination by Landlord,
<br />from and after the effective date of such termination, Landlord and Tenant shall have no further obligations or liabilities to each other
<br />with respect to the affected portion of the Premises, except with respect to obligations or liabilities which have accrued as of, or
<br />survive, such termination (in the same manner as if such termination date were the date originally fixed for the expiration of the
<br />Lease Term). Without in any manner limiting the rights of Landlord, following any such termination by Landlord, Landlord may lease
<br />the affected portion of the Premises to the prospective assignee or subtenant proposed by Tenant, without liability to the Tenant.
<br />rfLUSSICrsI x AVI, Page 8 o.iornr
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