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<br /> (f) In the event of any default under this Lease, Lessor may proceed directly against
<br /> Lessee, any guarantors, or anyone else responsible for the performance of this Lease, including .
<br /> the sublessee, without first exhausting Lcssor's remedies against any other person or entity
<br /> responsible therefor to Lessor, or any security held by Lessor or Lessee_
<br /> (g) In the event Lessee defaults in the perfonnance of its obligations under this Lease,
<br /> Lessor, at its option and without any obligation to do so, may require any sublessee to attorn to
<br /> Lessor, in which event Lessor shall undertake the obligations of Lessee under such sublease from
<br /> the time of the exercise of said option to the termination of such sublease; provided, however,
<br /> Lessor shall !lot be liable for ally prepaid rents or security deposit paid by such sublessee to
<br /> Lessee for any other prior defaults of Lessee under such sublease.
<br /> (h) Each and every consent required of Lessee under a sublease shall also require the
<br /> consent of Lessor.
<br /> (i) No sublessee shall further assign or sublet all or any part of the Premises without
<br /> Lessor's prior written consent.
<br /> (j) Lessor's written consent to any subletting of the Premises by Lessee shall not
<br /> constitute an acknowledgment that no default then exists under this Lease of the obligations to be
<br /> performed by Lessee, nor shall such consent be deemed a waiver of any then existing default,
<br /> except as may be otherwise stated by Lessor at the time.
<br /> (k) With respect to any subletting to which Lessor has consented, Lessor agrees to
<br /> deliver a copy of any notice of default by Lessee to the sublessee. Such sublessee shall have the
<br /> right to cure a default of Lessee within ten (lO) days after service of said notice of default upon
<br /> such sublessee, and the sublessee shall have a right of reimbursement and offset from and against
<br /> Lessee for any such default cured by the sublessee.
<br /> 12.5 Attorney's Fees/Assignment and Subletting. In the event Lessee assigns or
<br /> sublets the Premises or requests the consent of Lessor to any assignment or subletting or if
<br /> Lessee requests the consent of Lessor to any act Lessee proposes to do, then Lessee shall pay .
<br /> Lessor's reasonable attorney's fees incurred in connection therewith.
<br /> 12.6 General Conditions to Assignment and Subletting.
<br /> (a) If Lessee is a privately held corporation, or is an unincorporated association or
<br /> partnership, the transfer, assignment, or hypothecation of any stock or interest in such
<br /> corporation, association, or partnership in excess of forty-nine percent (49%) in the aggregate
<br /> shall be deemed an assignment or transfer within the meaning and provisions of this paragraph
<br /> 12. If Lessee is a publicly held corporation, the public trading of stock in Lessee shall not be
<br /> deemed an assignment or transfer within the meaning of this paragraph.
<br /> (b) In connection with any request for Lessor's consent to a proposed assignment of
<br /> this Lease or a proposed sublease of all or part of the Premises, Lessee shall give written notice
<br /> to Lessor identifying the intended assignee or subtenant by name and address, the tenns of the
<br /> intended assignment or sublease, and the nature of the business of the proposed assignee or
<br /> sublessee, together with current financial statements for the proposed assignee or sublessee
<br /> (which financials, in the case of an assignee, shall have been audited) and, thereafter, any other
<br /> information that Lessor may reasonably request. For a period of thirty (30) days afier such
<br /> notice is given, Lessor shall have the right by written notice to Lessee (i) in the ease of a
<br /> proposed sublease, either to (A) sublet from Lessee any portion of the Premises proposed to be
<br /> sublet for the term for which such portion is proposed to be sublet but at the same rent as Lessee
<br /> is required to pay to Lessor under this Lease for the same space, computed on a pro rata square
<br /> footage basis, or (B) if the proposed subletting is for substantially aU of the remaining term of
<br /> this Lease, terminate this Lease entirely or as it pertains to the portion of the Premises so
<br /> proposed by Lessee to be sublet, or (ii) in the case of a proposed assignment, to terminate this
<br /> Lease. If Lessor so terminates this Lease, such termination shall be as of the date specified in
<br /> Lessor's notice. If Lessor so terminates this Lease, Lessor may, if it elects, enter into a new lease
<br /> covering the Premises or a portion thereof with the intended assignee or subtenant on such terms
<br /> as Lessor and such person may agree or enter into a new lease covering the Premises or a portion
<br /> thereof with any other person, in which event Lessee shall not be entitled to any portion of the
<br /> profit, if any, that Lessor may realize on account of such termination and reletting. Lessor's e
<br /> exercise of its aforesaid option shall not be construed to impose any liability upon Lessor with
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