57. Assignment and Subletting 



 Tenant expressly covenants that Tenant shall not voluntarily or involuntarily assign, encumber, mortgage or otherwise transfer this Lease, or sublet the Premises or any part thereof, or suffer or permit the Premises or any part thereof to be used or occupied by others, by operation of law or otherwise, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed. or conditioned. Absent such consent, any act or instrument purporting to do any of the foregoing shall be null and void. 



The transfer of a majority of the capital stock of any corporate tenant, or of a majority of the total interests in any partnership tenant or limited liability company tenant, however accomplished and whether in a single transaction or a series of transactions, shall be deemed an assignment of this Lease, except that a transfer of stock for purposes hereof shall not include sales of stock by persons through the "over-the-counter market" or a recognized stock exchange other than sales by "insiders" within the meaning of the Securities Exchange Act of 1934 as amended. Notwithstanding the foregoing, Tenant may assign this Lease or sublet all or any portion of the Premises without Landlord’s consent being required (a “Permitted Assignment”) to a corporation or other entity into which or with which Tenant is merged or consolidated or to an entity to which substantially all of the assets of Tenant are transferred, or, if Tenant is a partnership or limited liability company, to a successor, entity, and Tenant may sublet the Premises or assign the Lease to subsidiaries or affiliates of Tenant for so long as any such subsidiary or affiliate shall retain the status of a subsidiary or affiliate of Tenant. For purposes hereof, a "subsidiary" or "affiliate" shall mean a corporation or other entity of which at least fifty-one percent of the common stock is owned by Tenant or a partnership of which at least fifty-one percent of the equity or other ownership interest in your is owned by Tenant or is controlled by or is under common control with Tenant. 

 Except in connection with an Assignment to an affiliate, successor or to a coporation intio which Tenant is merged or consolidated, or to an entity to which substantially all of the assets of Tenant are transferred, if Tenant desires to assign this Lease or sublet all or any portion of the Premises, Tenant shall submit to Landlord in writing: the name and address of the proposed assignee or subtenant and of its principals; a counterpart of the proposed agreement of assignment or sublease and all other instruments or agreements pertaining thereto; such information as to the nature and character of the business of the proposed assignee or subtenant and of its principals, and the proposed use of the space, as Landlord reasonably may request; banking, financial or other credit information relating to the proposed assignee or subtenant and of its principals, sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or subtenant or its principals; and a statement of all sums or other consideration paid or to be paid to or by Tenant by or for the account of the assignee or subtenant and its principals, in connection with such assignment or sublease, including without limitation sums paid or to be paid for the sale or rental of Tenant's fixtures, Leasehold improvements, equipment, furniture, furnishings or other personal property. Tenant shall pay all of Landlord's costs and expenses, including reasonable attorneys' fees, incurred in connection with the review of any proposed assignment or 





 sublease, and the review, preparation and/or execution of any documents pertaining to any proposed assignment or sublease. 



 No such assignment or transfer, irrespective of any consent by Landlord, shall be effective unless the assignee shall execute, acknowledge and deliver to Landlord a recordable agreement, in form and substance satisfactory to Landlord, whereby the assignee shall assume the obligations and performance of this Lease and shall agree to be bound by all of the terms, covenants and conditions of this Lease, including restrictions on use, to be observed, performed or complied with by Tenant, and whereby the assignee shall agree that the provisions of this Article shall continue to be binding upon it in the future notwithstanding such assignment or transfer. No sublease shall be effective, irrespective of any consent of Landlord, unless the subtenant shall execute and deliver to Landlord a recordable agreement, in form and substance satisfactory to Landlord, whereby the subtenant agrees to comply with all applicable terms, covenants and conditions of this Lease, including restrictions on use, to be complied with by Tenant hereunder. 





 In no event shall Tenant be entitled to assign this Lease or to sublet all or any portion of the Premises to: any tenant or occupant of any other space in the Building, or to any affiliate (within the meaning of Rule 144 adopted pursuant to the Securities Act of 1933) of any tenant or occupant of other space in the Building; any person or entity who has dealt with Landlord or Landlord's agents, directly or through a broker, with respect to space in the Building during the twelve months preceding the assignment or subletting; or any person or entity whose business or activities or intended use of the Premises is not in keeping with the standards of the Building. In no event shall Tenant be entitled to assign this Lease or sublet the Premises or any part thereof if there shall be any default by Tenant, beyond any applicable grace period, under any term, covenant or condition of this Lease. 



 The Landlord's consent to an assignment, encumbering, transfer or subletting shall not be deemed or construed as a consent to any further assignment, encumbering, transfer or subletting, or a waiver of this provision of this Article. A modification, amendment or extension or a sublease shall be deemed a new subletting for purposes of the prohibitions contained in this Article. Any person or representative of Tenant to whom Tenant's interest under this Lease passes by operation of law, or otherwise, shall be bound by the provisions of this Article. 



 No assignment of this Lease or acceptance of rent by Landlord from any assignee or other party shall discharge or release Tenant or any person, firm, or corporation which previously assumed Tenant's obligations hereunder, and Tenant and such persons, firms and corporations shall remain liable for the payment of rent due and to become due under this Lease and for the performance and observance of all of the terms, covenants and conditions of this Lease on the part of Tenant to be observed or performed for the balance of the term of this Lease as if no assignment has been effected. If this Lease is assigned, whether or not in violation of this Article, Landlord may collect rent from the assignee. If the demised Premises or any part thereof are sublet or occupied by anybody other than Tenant, Landlord, after any default by Tenant, may collect rent from the subtenant or occupant, and apply the net amount collected to the rent due hereunder. Such collection of rent by Landlord shall not be deemed or construed as a waiver of the provisions hereof, the acceptance of the assignee, subtenant or occupant as a tenant, or a release of Tenant from the further performance and observance by Tenant of the terms, covenants and conditions of this Lease. 



 (a)   Whether or not the proposed assignment or sublease is finalized, Tenant shall pay Landlord the minimum sum of $750.00 to reimburse Landlord for the administrative costs of review and processing of Tenant’s proposed assignment or sublease, in each instance; and if, in connection therewith, Landlord incurs expenses in excess of said $750.00 amount, including but not limited to reasonable expenses for attorneys’ fees and disbursements, architectural fees, engineering or other professional fees, then Tenant shall pay Landlord the amount of such excess fees as additional rent within ten (10) days of Landlord’s submission to Tenant of bills for same. Upon submission to Landlord of Tenant’s request for consent to an assignment or sublease, Tenant shall deliver to Landlord a bank check payable to Landlord in the sum of $3,500.00 (“Application Costs Prepayment”) which shall be applied to Landlord’s legal fees and other costs incurred in connection with Landlord’s review and processing of Tenant’s request for 









 consent to such assignment or sublease. In the event that Landlord’s costs in this regard are less than such Application Costs Prepayment, Landlord will refund to Tenant the difference between Landlord’s costs incurred and the amount of the Application Costs Prepayment. 





 (b)   In the event that this Lease is assigned or the Premises are sublet (except for any assignment or subletting which does not result in a change of beneficial ownership of this Lease, of in connection with an Assignment to an affiliate, successor or to a coporation intio which Tenant is merged or consolidated, or to an entity to which substantially all of the assets of Tenant are transferred), it shall be a condition of such assignment or subletting that Tenant shall deposit or arrange for the deposit with Landlord as security hereunder an additional amount equal to two (2) months fixed rent at the rate then in effect for the first assignment or subletting and an additional (2) months fixed rent at the rate then in effect for each and every subsequent assignment or subletting. 





 Upon the execution of this Lease, Tenant shall provide Landlord with the name and stock interest of each Shareholder of the Tenant, if it be a corporation, or, name and percentage interest of each Member of the Tenant if it be a Limited Liability Company. Any such cor

Section label: Assignment and Subletting