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11. Utilities and Services. Lessee shall pay for all water, gas, heat, light, power, telephone, t""^s� and other utilities and
<br />services supplied to the Premises, together with any taxes thereon. To the extent ans eh utilities and/or of separately
<br />m atered, Lessee shall pay Lessee's Share ther-eef in iteeopdance with PaFagraph 4.2, Notwithstanding the provisiens of 12apagy-aph 4.2,
<br />if at any time in Lessor's sole judgment, Lessor determines that Lessee is using a disproportionate amount of water, electricity or other
<br />commonly metered utilities, or that Lessee is generating such a large volume of trash as to require an increase in the size of the trash
<br />receptacle and/or an increase in the number of times per month that it is emptied, then Lessor may increase Lessee's Base Rent by all
<br />amount equal to such increased costs. There shall be no abatement of Rent and Lessor shall not be liable in any respect whatsoever for
<br />the inadequacy, stoppage, interruption or discontinuance of any utility or service due to riot, strike, labor dispute, breakdown,
<br />accident, repair or other cause beyond Lessor's reasonable control or in cooperation with governmental request or directions.
<br />12. Assignment and Subletting.
<br />12.1 Lessor's Consent Required.
<br />(a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively,
<br />"assign or assignment"), license or sublet all or any part of .Lessee's interest in this Lease or in the Premises without Lessor's prior
<br />written consent,
<br />(b) Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange, a change in the
<br />control of Lessee shall constitute an assignment requiring consent. The transfer, on a cumulative basis, of 25% or more of the voting
<br />control of Lessee shall constitute a change in control for this purpose.
<br />(c) The involvement of Lessee or its assets in any transaction, or series of transactions by way of merger, sale,
<br />acquisition, financing, transfer, leveraged buy-out or otherwise, which results or will result in a reduction of the Net Worth of Lessee
<br />by an amount greater than 25% of such Net Worth as it was represented at the time of the execution of this Lease or at the time of the
<br />most recent assignment to which Lessor has consented, or as it exists immediately prior to said transaction or transactions constituting
<br />such reduction, whichever was or is greater, shall be considered an assignment of this Lease to which Lessor may withhold its
<br />consent. "Net Worth of Lessee" shall mean the net worth of Lessee (including any guarantors) established under generally accepted
<br />accounting principles.
<br />(d) An assignment or subletting without consent shall, at Lessor's option, be a Default curable after notice per
<br />Paragraph 13.1(c), or a non -curable Breach without the necessity of any notice and grace period. If Lessor elects to treat such
<br />unapproved assignment or subletting as a non -curable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon 30 days written
<br />notice, increase the monthly Base Rent to 110% of the Base Rent then in effect, Further, in the event of such Breach and rental
<br />adjustment, all fixed and non -fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110% of
<br />the scheduled adjusted rent.
<br />(e) Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages
<br />and/or injunctive relief.
<br />(0 Lessor may reasonably withhold consent to a proposed assignment or subletting if .Lessee is in Default at
<br />the time consent is requested,
<br />(g) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to
<br />be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.
<br />12.2 Terms and Conditions Applicable to Assignment and Subletting.
<br />(a) Regardless of Lessor's consent, no assignment or subletting shall: (i) be effective without the express
<br />written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations
<br />hereunder, or (iii) alter the liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed
<br />by Lessee.
<br />(b) Lessor may accept Rent or performance of Lessee's obligations from any person other than Lessee pending
<br />approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of
<br />Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's Default or Breach.
<br />(c) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent
<br />assignment or subletting.
<br />(d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any
<br />Guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or
<br />sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore to Lessor, or any
<br />security held by Lessor.
<br />(e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information
<br />relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or
<br />sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of
<br />$1,000.00 as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or
<br />additional information and/or documentation as may be reasonably requested. (See also Paragraph 35)
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