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may deem desirable and, in connection therewith, pay expenses and employ counsel. All sums so <br />paid by Lessor and all penalties, interest and costs arising in connection therewith shall be due and <br />payable by Lessee to Lessor as Additional Rent upon demand. <br />28. NON-WAIVER <br />Lessor's failure to enforce or exercise its rights with respect to any provision hereof shall not be <br />construed as a waiver of such rights or provision. Acceptance by Lessor of Rentals or any other sum <br />shall not be a waiver of any preceding breach by Lessee of any provision hereof, regardless of <br />Lessor's knowledge of such preceding breach at the time of acceptance of such Rentals or any other <br />sum from Lessee. <br />29. ASSIGNMENT AND SUBLETTING <br />29.7 Prohibition A ain t Transfers. Except as provided in Seption 29.2 below, neither <br />Lessee nor Lessee's legal representatives, successors or assigns shall assign this Lease <br />or sublet or permit the Premises or any part thereof to be occupied by others. Any <br />assignment, sublease or occupancy (whether voluntary or by operation of law) shall be <br />voidable at the option of Lessor, and Lessor may, at its option, terminate this Lease. It shall <br />be deemed an assignment under this Lease and shall be subject to all the provisions of this <br />Section 29 if Lessee consists of more than one party and there is a purported assignment <br />from one such party to any other or others of such parties constituting Lessee, or if there is <br />any transfer of control of Lessee, whether by Vansfer of shares of stock, partnership interests <br />or otherwise. <br />29.2 Permitted Assignments. Subleases. Lessee may assign its interest in this Lease <br />or sublet the Premises, but only upon the following express conditions: <br />(a) The proposed assignment or sublease shall be subject to the prior written <br />consent of Lessor, which consent will not be unreasonably withheld; provided that, <br />without limiting the generality of the foregoing, it shall not be unreasonable for <br />Lessor to deny such consent if: <br />(i) the use to be made of the Premises by the proposed assignee or sublessee <br />would be prohibited by Section 2 or any other portion of this Lease (including but not <br />limited to any rules and regulations then in effect) or would create greater demands <br />upon the facilities, systems and services of the Premises; or <br />(ii) the business reputation and financial responsibility of the proposed assignee or <br />sublessee are not reasonably satisfactory to Lessor. <br />(b) Lessee shall pay to Lessor Lessors then standard processing fee, any taxes or <br />other charges imposed upon Lessor or the Premises as a result of such assignment <br />or sublease, and shall reimburse Lessor for all costs, including the reasonable fees <br />of attorneys, architects or other consultants incurred by Lessor in connection with <br />such assignment or sublease, whether or not such proposed assignment or <br />sublease is consented to by Lessor; <br />(c) The proposed assignee or sublessee shall agree in writing to perform faithfully <br />and be bound by all of the terms, covenants, conditions, provisions and agreements <br />Document 0011 <br />Page 15 of 20 <br />