As a condition for obtaining Lessor's consent to any assignment, encumbrance or sublease, Lessee must require that the rent payable by such assignee or sublessee is at least at the then current rental rates for the Premises or comparable premises in the Building, and, if Lessor so requests, shall require that the assignee or sublessee remit directly to Lessor on a monthly basis, all rent due to Lessee by said assignee or sublessee (and should Lessor not request that the assignee or sublessee remit directly to Lessor the rent due to Lessee, then the assignee or sublessee shall not make any payment to Lessor on behalf of Lessee). Lessee shall pay upon demand Lessor's reasonable out-of-pocket processing costs and attorneys' fees incurred in determining whether to give such consent. Notwithstanding any permitted assignment or subletting, Lessee shall at all times remain directly, primarily and fully responsible and liable for all payments owed by Lessee under this Lease and for compliance with all obligations under the terms, provisions and covenants of this Lease. If for any proposed assignment or sublease, Lessee receives rent or other consideration (including, but not limited to, sums paid for the sale or rental of Lessee's personal property or sums paid in connection with the supply of electricity or HVAC), either initially or over the term of the assignment or sublease, in excess of the Base Rental required by this Lease, or, in the case of the sublease of a portion of the Premises, in excess of such rent fairly allocable to such portion, after adjustments for payments to brokers and all other related costs for the sublease, Lessee shall pay to Lessor as additional rent fifty percent (50%) of the excess of each such payment of rent or other consideration received by Lessee within five (5) days of its receipt. Furthermore, for any proposed sublease, the sublease agreement (a) shall require Lessee and Sublessee to send Lessor copies of any and all notices concerning the Premises that either Party shall send to one another, and (b) shall require Sublessee to obtain a waiver of subrogation against Lessor from Sublessee's insurers. Lessor's consent, if granted, to any assignment or sublease shall be deemed limited solely to said original assignment or sublease, and Lessor reserves the right to consent or to withhold consent with respect to any further or additional assignments, sublets or other transfers of the Lease.