Common use of Assignment, Etc Clause in Contracts

Assignment, Etc. (a) Subject to the further provisions of this Article 5, neither this lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, licensed, used or occupied by any person or entity other than Tenant or encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease shall be deemed an assignment of this lease. No assignment or other transfer of this lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null and void.

Assignment, Etc. (a) Subject to the further provisions of this Article 5, neither this lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, licensed, used or occupied by any person or entity other than Tenant or encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease shall be deemed an assignment of this lease. No assignment or other transfer of this lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null and void.

Assignment, Etc. (a) Subject to the further provisions of Section 6.02, and except as otherwise provided in this Article 5Article, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, be licensed, be used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority control of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition admission of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactionstransactions occurring over a twenty-four (24) month period (provided that if any such transactions made subsequent to such twenty-four (24) month period are made pursuant to a plan designed to effect such transfer over an extended period of time, the same shall be deemed to have been made during the twenty-four (24) month period), or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease Lease shall be deemed an assignment of this leaseLease or a sublease, as the case may be. No Except as provided in Section 6.02(d) herein, no assignment or other transfer of this lease Lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s prior written consent to any further assignment, other transfer or subletting. Any attempt to assign this lease Lease or sublet all or any portion of the Demised Premises in violation of this Article 5 6 shall be null and void. If Tenant shall become a publicly held entity, the sale or transfer of shares or issuance of new shares of Tenant shall not require the consent of Landlord, shall be permitted under this Lease and shall not be deemed a transfer or an assignment hereunder if such transfer or sale is effected through the “over-the-counter market” or through any recognized stock exchange. (b) Notwithstanding Section 6.01(a), without the consent of Landlord and without being subject to Sections 6.02, 6.03 or 6.05 of this Lease, Tenant may, subject to the requirements of the Xxxxxxxxx, assign this Lease to (i) an entity with which Tenant is merged, (ii) an entity which succeeds to Tenant, or (iii) a purchaser of all or substantially all of Tenant’s assets, stock or interests (such entity or purchaser being referred to herein as a “Successor Entity”); provided that (A) Landlord shall have received a notice of such assignment from Tenant, (B) the assignee assumes by written instrument satisfactory to Landlord all of Tenant’s obligations under this Lease, (C) such assignment is for a valid business purpose and not to avoid any obligations under this Lease, and (D) the assignee is a reputable entity of good character and shall have, immediately after giving effect to such assignment, an aggregate net worth at least equal to the net worth of Tenant on the date hereof. (c) Notwithstanding Section 6.01(a), without the consent of Landlord and without Tenant being subject to the requirements of Section 6.02, 6.03 or 6.05 of this Lease, Tenant may, subject to the requirements of the Xxxxxxxxx, assign this Lease or sublet all or any part of the Premises to an Affiliate of Tenant; provided, that (x) Landlord shall have received a notice of such assignment or sublease from Tenant; and (y) in the case of any such assignment, (A) the assignment is for a valid business purpose and not to avoid any obligations under this Lease, and (B) the assignee assumes by written instrument satisfactory to Landlord all of Tenant’s obligations under this Lease. “Affiliate”

Assignment, Etc. No Party shall pledge or assign rights or claims under this Agreement without the prior written consent of the other Parties, save as expressly provided in this Section 21.5. The Purchaser may nominate any one or more of its Nominated Entities as a transferee of all the Sold Shares as set forth in and in accordance with the following provisions. Where the Purchaser nominates one or more Nominated Entities: (a) Subject it will do so by notice in writing to the further provisions Sellers by no later than 8 (eight) Business Days before the Closing Date, specifying the Sold Shares to be transferred to each Nominated Entity, and on Closing the Sellers will effect the transfer of the specified Sold Shares to the relevant Nominated Entities; (b) following Closing and transfer of Sold Shares to a Nominated Entity, the Purchaser, remaining Party to this Article 5Agreement, neither will be entitled to bring any claim pursuant to this lease nor Agreement (“Agreement Claim”) on behalf of any Nominated Entity and the term and estate hereby grantedNominated Entities shall not be entitled to bring any Agreement Claim against any of the Sellers or P7S1; (c) the Purchaser will in respect of any Agreement Claim be entitled to remedies under this Agreement as Party to this Agreement, nor as if it had been the transferee of all of the Sold Shares; and (d) any part hereof Losses incurred or thereof, suffered by any Nominated Entity under this Agreement shall be assigneddeemed to have been incurred or suffered by the Purchaser, mortgagedit being understood that the Losses incurred by the Nominated Entity shall never be greater than any Losses that Purchaser would have incurred or suffered had it acquired the relevant Sold Shares under this Agreement; provided, pledgedin each case, encumbered that the Sellers or otherwise transferred voluntarily, involuntarily, by operation P7S1 shall only be liable once to the Purchaser in respect of law or otherwise, any Agreement Claim and neither the Demised Premises, Seller nor P7S1 shall incur any part thereof, shall be subleased, licensed, used or occupied by any person or entity other greater liability to a Nominated Entity than Tenant or encumbered in any manner by reason of any act or omission on it would have to the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease regardless of whether Purchaser absent the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease shall be deemed an assignment of this lease. No assignment or other transfer of this lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null and voidNominated Entity.

Assignment, Etc. (a) Subject to the further provisions of this Article 5, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, be licensed, be used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority control of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stockstock or other applicable ownership interests) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease Lease shall be deemed an assignment of this leaseLease. No assignment or other transfer of this lease Lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease Lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null and void.

Assignment, Etc. (a) Subject to the further provisions of this Article 5The Borrower shall not assign, neither this lease nor the term and estate hereby grantedpledge, nor any part hereof or thereofmortgage, shall be assignedlease, mortgagedtransfer, pledged, encumbered encumber or otherwise transferred voluntarily, involuntarily, by operation dispose of law any of its rights in the Collateral or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, licensed, used or occupied nor permit its use by any person or entity anyone other than Tenant its regular employees or encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, customers without the Lender's prior consent of Landlordwritten consent, which consent shall not be unreasonably withheldwithheld or delayed, except that Borrower may assign, pledge, mortgage, lease, transfer, encumber or otherwise dispose of its rights in the Collateral to its parent or any subsidiary corporation or to a corporation which shall have acquired all or substantially all of the property of Borrower by merger, consolidation or purchase. No permitted assignment or sublease shall relieve Borrower of any of its obligations hereunder. Any such purported transfer, assignment or other action without the Lender's prior written consent shall be void. The dissolution Lender may, upon notice to (but without the consent of) the Borrower, transfer or direct assign this Agreement and each Loan Schedule or indirect any interest herein and may mortgage, pledge, encumber or transfer any of a majority its rights or interest in and to the Collateral or any part thereof and, without limitation, each assignee, transferee, pledgee and mortgagee (which may include any affiliate of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stockLender) shall be deemed an have the right to further transfer or assign its interest. Each such assignee, transferee, pledgee and mortgagee shall have all of the rights (but none of the obligations) of the Lender under this Agreement and each Loan Schedule. The Borrower hereby acknowledges notice of the Lender's intended assignment of this lease regardless Agreement and each Loan Schedule Rev. 6/7/99 and, upon such assignment, the Borrower agrees not to assert against any such assignees, transferees, pledgees and mortgagees any defense, claim, counterclaim, recoupment or set-off that the Borrower may have against the Lender, whether arising under this Agreement or any Loan Schedule or otherwise. Any assignee, transferee, pledgee or mortgagee of whether the transfer is made in Lender's rights under this Agreement or by one or more transactionsany Loan Schedule shall be considered a third party beneficiary of all of the Borrower's representations, or whether one or more persons or entities hold the controlling interest prior warranties and obligations hereunder to the Lender. The Borrower agrees (a) in connection with any such transfer or afterwards. An agreement under assignment, to provide such instruments, documents, acknowledgments and further assurances as the Lender or any assignee, transferee, mortgagee or pledgee may deem necessary or advisable to effectuate the intents of this Agreement or any Loan Schedule or any such transfer or assignment, with respect to such matters as the Agreement, any Loan Schedule, the Collateral, the Borrower's obligations to such assignee, transferee, mortgagee or pledgee and such other matters as may be reasonably requested, and (b) that after receipt by the Borrower of written notice of assignment from the Lender or from the Lender's assignee, transferee, pledgee or mortgagee, all principal, interest and other amounts which another person or entity becomes responsible for all or a portion of Tenant’s obligations are then and thereafter become due under this lease Agreement or any Loan Schedule shall be deemed an assignment paid to such assignee, transferee, pledgee or mortgagee, at the place of this leasepayment designated in such notice. No assignment or other transfer of this lease This Agreement and each Loan Schedule shall be binding upon the term Borrower and estate hereby granted, its successors and no subletting of all or any portion shall inure to the benefit of the Demised Premises shall relieve Tenant of Lender and its liability under this lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null successors and voidassigns.

Assignment, Etc. (a) Subject to the further provisions of this Article 5, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, be licensed, be used or occupied by any person or entity other than Tenant or encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord. Notwithstanding any provision of this Article 5 to the contrary, but subject nevertheless to the provisions of Sections 5.01(b), (c), (d) and (e) below, (i) in no event shall Tenant be entitled to sublease all or any portion of the Premises or assign this Lease prior to the earlier of (A) the date upon which consent shall not be unreasonably withheld. The Landlord has entered into leases for 85% or more of the rentable square footage of the office space in the Building and (B) the third (3rd) anniversary of the Commencement Date (such period, the “Initial Lease-Up Period,” and such prohibition the “Initial Lease-Up Restriction”), (ii) the dissolution or direct or indirect transfer of a majority control of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An , and (iii) an agreement under which another person or entity Person becomes responsible for all or a portion of Tenant’s obligations under this lease Lease shall be deemed an assignment of this leaseLease. No assignment or other transfer of this lease Lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease (subject, however, to the provisions of Section 5.04(c) of this Lease) or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or sublettingsubletting to the extent such consent is required hereunder. Any attempt to assign this lease Lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null and void. (b) Notwithstanding Section 5.01(a), without the consent of Landlord or application of the Initial Lease-Up Restriction and without being subject to the provisions of Sections 5.02, 5.03 and 5.05, this Lease may be assigned to (or, if applicable, any deemed assignment shall be permitted with respect to) the following: (i) an entity created by merger, reorganization or recapitalization of or with Tenant or (ii) a purchaser of all or substantially all of Tenant’s membership interests, stock or assets; provided, in the case of both clause (i) and clause (ii), that (A) Landlord shall have received a notice of such assignment from Tenant (which may

Assignment, Etc. (a) Subject to the further provisions of this Article 5Section 5.02, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, be licensed, be used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord. The sale of all or any part of Tenant’s assets other than in the ordinary course of business which results in a reduction of Tenant’s Tangible Net Worth below that of a Qualified Tenant shall, which consent shall not notwithstanding that the Tenant under this Lease after such sale is the same Tenant under this Lease as prior to such sale, be unreasonably withhelddeemed an assignment of this Lease whether such sale is made by one or more transactions. The dissolution or direct or indirect transfer of a majority control of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition admission of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An ; provided, that the transfer of any such stock, partnership or other ownership interests of Tenant (other than the transfer of control of Tenant by one entity which controls Tenant or by several entities which are Affiliates or are acting under an agreement and collectively control Tenant) shall not constitute an assignment of this Lease if such stock, partnership or other ownership interests are listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or is traded in the “over the counter” market with quotations reported by the National Association of Securities Dealers; and further provided, that any conversion of the form of entity of Tenant (however accomplished including, by way of example (i) the conversion of Tenant from a corporation to a limited liability company, partnership or trust or (ii) the change of jurisdiction of incorporation or registration) which does not directly or indirectly transfer control of Tenant, reduce the Tangible Net Worth of Tenant or reduce its liability for its obligations under which another person or this Lease shall not constitute an assignment of this Lease, provided, that the converted entity becomes responsible for assumes by written instrument in the form of Exhibit Q attached to this Lease all or a portion of Tenant’s obligations under this lease shall be deemed an assignment of Lease and such conversion is for a valid business purpose and not to avoid any obligations under this leaseLease. No assignment or other transfer of this lease Lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises (in each case whether or not Landlord’s consent is required thereto) shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease Lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null and void.

Assignment, Etc. (a) Subject to the further provisions of Neither this Article 5, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwiseotherwise (any of the foregoing being referred to herein as an “Assignment”; and the assignee or other transferee pursuant to an Assignment being an “Assignee”), and neither the Demised Premises, nor any part thereof, shall be subleased, licensed, franchised, used or occupied by any person or entity other than Tenant or encumbered in any manner by reason of any act or omission on the part of Tenant, nor shall Tenant directly or indirectly part with possession of all or any portion of the Premises (any of the foregoing being referred to herein as a “Sublease”; and the sublessee, licensee, franchisee, occupant or other party obtaining the right to possession pursuant to a Sublease being a “Sublessee”), and no rents or other sums receivable by Tenant under any sublease Sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority control of the interest in, or control of, Tenant (however accomplished accomplished, including, by way of example, the addition admission of new partners partners, shareholders or members or withdrawal of existing partners partners, shareholders or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease Lease shall be deemed an assignment of this leaseLease. No assignment or other transfer Assignment of this lease Lease and the term and estate hereby granted, and no subletting Sublease of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer Assignment or sublettingSublease. Any attempt to In no event shall any permitted Sublessee assign this lease or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the Demised sublet space or any part thereof to be used or occupied by others (subject to Section 5.04(e) hereof), except in accordance with this Lease. Any attempt to effect an Assignment this Lease or a Sublease of all or any portion of the Premises in violation of this Article 5 shall be null and voidvoid and shall constitute a default hereunder. The limitations set forth in this Section 5.01(a) shall be deemed to apply to subtenant(s), assignee(s) and guarantor(s) of this Lease. Notwithstanding anything to the contrary contained herein, the following transfers of Control shall not be deemed an assignment for purposes of this Article 5: (i) transfers by will or intestate succession resulting from the death of a shareholder or partner of Tenant; (ii) transfers among the current existing shareholders or partners of Tenant, their immediate families or trusts for the benefit thereof (unless the primary purpose of such transfer is to avoid an express Lease prohibition on assignment or transfer); (iii) transfers on the recognized United States or foreign securities exchange or in the over-the-counter market; (iv) transfers pursuant to a public offering; or (v) transfers pursuant to the demutualization of Tenant or the conversion of Tenant from a mutual insurance company to a stockholder-owned company, whether directly or indirectly. (b) Notwithstanding Section 5.01(a), without the consent of Landlord, Tenant may enter into an Assignment of this Lease with any Assignee that is (i) an entity created by merger, reorganization or recapitalization of or with Tenant or (ii) a purchaser of all or substantially all of Tenant’s assets; provided, in the case of both clause (i) and clause (ii), that (A) Landlord shall have received a notice of such Assignment from Tenant, (B) the Assignee assumes by written instrument reasonably satisfactory to Landlord all of Tenant’s obligations under this Lease, (C) such Assignment is for a valid business purpose and not to avoid any obligations under this Lease, (D) the Assignee is a reputable entity of good character and (E) the Assignee shall have, immediately after giving effect to such Assignment, an EBITDA (computed in accordance with GAAP consistently applied) at least equal to the Sufficient Worth (and reasonably satisfactory proof of which shall have been furnished to Landlord). (c) Notwithstanding Section 5.01(a), without the consent of Landlord, Tenant may enter into an Assignment of this Lease with, or Sublease all or any part of the Premises to, an Affiliate of Tenant; provided, that (i) Landlord shall have received a notice of such Assignment or Sublease from Tenant; and (ii) in the case of any such Assignment, (A) the Assignment is for a valid business purpose and not to avoid any obligations under this Lease, (B) the Assignee assumes by written instrument reasonably satisfactory to Landlord all of Tenant’s obligations under this Lease, and (C) the Assignee shall have, immediately after giving effect to such Assignment, an EBITDA (computed in accordance with GAAP consistently applied) at least equal to the Sufficient Worth (and reasonably satisfactory proof of which shall have been furnished to Landlord). “Affiliate” means, as to any designated person or entity, any other person or entity which controls, is controlled by, or is under common control with, such designated person or entity. “Control” (and with correlative meaning, “controlled by” and “under common control with”) means (x) ownership or voting control, directly or indirectly, of fifty (50%) percent or more of the voting stock, partnership interests or other beneficial ownership interests of the entity in question or (y) the power and authority to manage the business and affairs of the entity in question.

Assignment, Etc. (a) Subject Except as herein expressly provided to the further provisions of this Article 5contrary, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarilytransferred, involuntarilyin whole or in part, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, licensed, used subleased or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of LandlordLandlord in each instance. For purposes of this Section, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer (i) subject to the provisions of Section 5.01(j) hereof, a majority of the interest in, or change in control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, any subtenant or change in classes of stock) any entity which controls Tenant shall be deemed an assignment of this lease regardless of whether the transfer is made in or by one or more transactionsLease, or whether (ii) a take-over agreement pursuant to which one or more persons or entities hold shall agree to assume the controlling interest prior to the transfer or afterwards. An agreement under which obligations of Tenant hereunder in consideration of Tenant leasing space in another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease building shall be deemed an assignment of this leaseLease, (iii) any person or legal 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 Section, and (iv) a modification, amendment or extension of a sublease shall be deemed a sublease. No assignment Any assignment, sublease, mortgage, pledge, encumbrance or transfer by Tenant in contravention of this Section shall be void. For the purposes of clause (i) of the preceding sentence, “change in control” shall mean a change (by transfer or otherwise) in either (x) ownership of fifty percent (50%) or more of all of the voting stock of a corporation or fifty percent (50%) or more of the capital, profits or beneficial interest in a partnership or other transfer of this lease and business entity or (y) the term and estate hereby granted, and no subletting of all or any portion possession of the Demised Premises power directly or indirectly to direct or cause the direction of management and policy or a corporation, partnership or other business entity, whether through the ownership of voting securities, by contract, common directors or officers, the contractual right to manage the business affairs of any such corporation, partnership or business entity, or otherwise. Any reference to “Tenant” in this Section 5.01 shall relieve Tenant of its liability under this lease or of the obligation also be deemed to obtain Landlord’s prior consent refer to any further assignment, other transfer immediate or subletting. Any attempt to assign this lease remote subtenant or sublet all or any portion assignee of the Demised Premises in violation of this Article 5 shall be null and voidTenant.

Assignment, Etc. (a) Subject to the further provisions of this Article 5The Borrower shall not assign, neither this lease nor the term and estate hereby grantedpledge, nor any part hereof or thereofmortgage, shall be assigned--------------- lease, mortgagedtransfer, pledged, encumbered encumber or otherwise transferred voluntarily, involuntarily, by operation dispose of law any of its rights in the Collateral or otherwise, and neither the Demised Premises, nor any part thereof, nor permit its use by anyone other than its regular employees, without the Lender's prior written consent. Any such purported transfer, assignment or other action without the Lender's prior written consent shall be subleasedvoid. The Lender may, licensedwithout notice to or consent by the Borrower, used transfer or occupied by assign this Agreement and each Loan Schedule or any person interest herein and may mortgage, pledge, encumber or entity other than Tenant transfer any of its rights or encumbered interest in any manner by reason of any act or omission on and to the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all Collateral or any part thereof other than a competitor of Borrower and, without limitation, each assignee, transferee, pledgee and mortgagee (which may include any affiliate of the Demised Premises Lender) shall be assigned have the right to further transfer or otherwise encumberedassign its interest. Each such assignee, without transferee, pledgee and mortgagee shall have all of the prior consent rights (but none of Landlord, which consent shall not be unreasonably withheldthe obligations) of the Lender under this Agreement and each Loan Schedule. The dissolution or direct or indirect transfer of a majority Borrower hereby acknowledges notice of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an Lender's intended assignment of this lease regardless Agreement and each Loan Schedule and, upon such assignment, the Borrower agrees not to assert against any such assignees, transferees, pledgees and mortgagees any defense, claim, counterclaim, recoupment or set-off that the Borrower may have against the Lender, whether arising under this Agreement or any Loan Schedule or otherwise. Any assignee, transferee, pledgee or mortgagee of whether the transfer is made in Lender's rights under this Agreement or by one or more transactionsany Loan Schedule shall be considered a third party beneficiary of all of the Borrower's representations, or whether one or more persons or entities hold the controlling interest prior warranties and obligations hereunder to the Lender. The Borrower agrees (a) in connection with any such transfer or afterwards. An agreement under assignment, to provide such instruments, documents, acknowledgments and further assurances as the Lender or any assignee, transferee, mortgagee or pledgee may deem necessary or advisable to effectuate the intents of this Agreement or any Loan Schedule or any such transfer or assignment, with respect to such matters as the Agreement, any Loan Schedule, the Collateral, the Borrower's obligations to such assignee, transferee, mortgagee or pledgee and such other matters as may be reasonably requested, and (b) that after receipt by the Borrower of written notice of assignment from the Lender or from the Lender's assignee, transferee, pledgee or mortgagee, all principal, interest and other amounts which another person or entity becomes responsible for all or a portion of Tenant’s obligations are then and thereafter become due under this lease Agreement or any Loan Schedule shall be deemed an assignment paid to such assignee, transferee, pledgee or mortgagee, at the place of this leasepayment designated in such notice. No assignment or other transfer of this lease This Agreement and each Loan Schedule shall be binding upon the term Borrower and estate hereby granted, its successors and no subletting of all or any portion shall inure to the benefit of the Demised Premises shall relieve Tenant of Lender and its liability under this lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null successors and voidassigns.

Assignment, Etc. (a) Subject to the further provisions of this Article 5, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, licensed, used or occupied by any person or entity other than Tenant Tenant, or encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. The In the event an assignee is not a publicly traded company, the dissolution or direct or indirect transfer of a majority of the interest in, or control of, Tenant such assignee (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenantsuch assignee, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease shall be deemed an assignment of this lease. No assignment or other transfer of this lease Lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt Landlord acknowledges that the original Tenant named in this Lease is a publicly traded company and that a direct or indirect transfer of any interest in the original named Tenant or any successor or assign to Tenant that is a publicly traded company, whether or not a majority of the interest in or control of such Tenant is transferred, or any other action referenced in this section will not require the consent of the Landlord or be deemed an assignment or sublease. (b) Notwithstanding Section 5.01(a), without the consent of Landlord, this Lease may be assigned to: (i) an entity created by merger, reorganization or recapitalization of or with Tenant; or (ii) a purchaser of all or substantially all of Tenant’s publicly traded stock or Tenant’s assets in the El Paso, Texas area; provided, in the case of both clause (i) and clause (ii), that: (A) Landlord shall have received 10 days’ notice (which may be subsequent to the event) of such assignment from Tenant; and (B) the assignee assumes by written instrument all of Tenant’s obligations under this Lease. (c) Notwithstanding Section 5.01(a), without the consent of Landlord, Tenant may assign this lease Lease or sublet all or any portion of the Demised Premises to an Affiliate (as hereinafter defined) of Tenant; provided, that (i) Landlord shall have received 10 days’ prior notice of such assignment or sublease from Tenant; and (ii) in violation the case of any such assignment: (A) the assignment is for a valid business purpose and not to avoid any obligations under this Article 5 shall be null Lease; and void(B) the assignee assumes by written instrument all of Tenant’s obligations under this Lease; (iii) in the case of any such sublease: (A) the sublease is for a term that is shorter than the Term; (B) the sublease is subject and subordinate to this Lease (and to all things to which this Lease is subject) in all respects; and (C) the sublease otherwise comports with the provisions of Section 5.04(d); and (iv) such entity at all times remains an Affiliate of Tenant named herein. “Affiliate” means, as to any designated person or entity, any other person or entity which controls, is controlled by, or is under common control with, such designated person or entity. “Control” (and the correlative meaning, “controlled by” and “under common control with”) means ownership or voting control, directly or indirectly, of 50% or more of the voting stock, partnership interests or other beneficial ownership interests of the entity in question.

Assignment, Etc. (a) Subject to the further provisions of this Article 5, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, be licensed, be used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority control of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease Lease shall be deemed an assignment of this leaseLease. No assignment or other transfer of this lease Lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease Lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null and void.

Assignment, Etc. (a) Subject to the further provisions of 10.01. Except as expressly provided otherwise in this Article 510, neither Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this lease nor the term and estate hereby grantedLease, nor underlet all or any portion of the demised premises, or suffer or permit the demised premises or any part hereof or thereofthereof to be used by others, shall without the prior written consent of Landlord in each instance. If this Lease be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law if the demised premises or otherwise, and neither the Demised Premises, nor any part thereof, shall thereof be subleased, licensed, used underlet or occupied by any person or entity other than Tenant, Landlord may, after default by Tenant past any required notice and beyond any applicable cure period, collect rent from the assignee, undertenant or encumbered in any manner occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, undertenant or occupant, as tenant, or a release of Tenant from the further performance by reason Tenant of any act or omission covenants on the part of Tenant, and no rents Tenant herein contained. The consent by Landlord to an assignment or other sums receivable by underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting as to which Landlord's consent is required under this Lease. Possession or occupancy of any sublease of all or any part portion of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease regardless of whether the transfer is made in or demised premises by one or more transactionsof Tenant's Affiliates, as such term is hereinafter defined (whether or whether one not pursuant to a written agreement) shall not be deemed or more persons or entities hold the controlling interest prior construed to be a sublease hereunder and Tenant shall be permitted to allow, subject to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease shall be deemed an assignment of this lease. No assignment or other transfer of this lease terms and the term and estate hereby granted, and no subletting of all or any portion conditions of the Demised Premises shall relieve Tenant of its liability under this lease or of the obligation Lease (but without having to obtain Landlord’s prior 's consent thereto), Tenant's Affiliates to any further assignment, other transfer or sublettingoccupy the demised premises. 10.02. Any attempt If Tenant desires to assign this lease or sublet all or any portion of the Demised Premises Pedestal Space or Concourse Space at a time when it is "Meeting the Threshold Level", as such term is hereinafter defined, and provided further that Tenant would, subsequent to the proposed subletting, continue to be Meeting the Threshold Level, Tenant shall request Landlord's consent to each such subletting and, as part of such request, Tenant must submit in violation writing to Landlord (i) the name and address of the proposed sublessee and (ii) reasonably satisfactory information relating to the proposed sublessee reasonably sufficient to enable Landlord to determine the reputation and character of the proposed sublessee. Subject to Tenant's compliance with this Section 10.02, the terms and conditions set forth in Section 10.04(a) shall be the basis for Landlord's granting or withholding of consent to a requested sublease of the Pedestal Space or Concourse Space. Any subletting that complies with the terms, provisions and conditions of this Article 5 Section 10.02 shall not be null and void.subject to Section 10.03

Assignment, Etc. (a) Subject to the further provisions of this Article 5terms and procedures set forth in Section 55.02, neither this lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered assigned or otherwise transferred voluntarily, involuntarily, by operation of law or otherwisetransferred, and neither the Demised Premises, demised premises nor any part thereof, thereof shall be subleased, licensed, used subleased or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. The dissolution or direct or indirect transfer Transfer of a majority controlling interest in the stock or other ownership interests of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment to be a transfer of this lease regardless excepting only where such transfers of whether stock are effected through the transfer is made “over-the-counter” market or through any recognized stock exchange or in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or connection with a portion public offering of shares of Tenant’s obligations under this lease shall be deemed an assignment of this lease. No consent of Landlord to any assignment or other transfer of this lease and the term and estate hereby granted, and no consent by Landlord to any subletting of all or any portion of the Demised Premises demised premises, shall be construed to relieve Tenant of its liability under this lease hereunder or of the obligation to obtain Landlord’s prior such consent to any further assignment, other transfer or subletting. Any attempt Tenant may (without Landlord’s consent and without the obligation to assign this lease make payment of any excess rents to Landlord pursuant to the provisions of Section 55.02(c) or (d) hereof and without being subject to the provisions of Subsection 55.02(b)(i) hereof) permit (y) any corporation or other business entity which controls, is controlled by or is under common control (and which at all times so remains) with Tenant (a “Related Corporation”) or (z) any entity which is a successor to Tenant either by a bonafide merger or other consolidation of Tenant’s business or any entity to which all or substantially all of Tenant’s assets or voting stock or other controlling interests are transferred or sold (whether an asset sale or stock sale for the entire business of Tenant) where, in each instance the resulting entity or successor entity (a “Resulting Entity”) is at least as strong financially as Tenant, to sublet all or any portion part of the Demised Premises in violation demised premises or take an assignment of this Article 5 Lease upon prior written notice to Landlord setting forth the name of such Related Corporation or Resulting Entity, as the case may be, and the providing of reasonably satisfactory evidence to Landlord that such assignee or subtenant is a Related Corporation or Resulting Entity, as the case may be, and that such transaction is for a valid business purpose and not principally for the purpose of transferring this Lease. Any such subletting shall be null and voidnot vest in any such Related Corporation any right or interest in this lease nor shall it or any assignment of the Lease discharge any of Tenant’s obligations hereunder. For purposes hereof, “control” means ownership and/or control of 50% or more of the equitable or beneficial interest in such entity and/or control or participation in or management of such entity.

Assignment, Etc. (a) Subject to the further provisions of 10.01. Except as expressly provided otherwise in this Article 510, neither Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this lease nor the term and estate hereby grantedLease, nor underlet all or any portion of the demised premises, or suffer or permit the demised premises or any part hereof or thereofthereof to be used by others, shall without the prior written consent of Landlord in each instance. If this Lease be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law if the demised premises or otherwise, and neither the Demised Premises, nor any part thereof, shall thereof be subleased, licensed, used underlet or occupied by any person or entity other than Tenant, Landlord may, after default by Tenant past any required notice and beyond any applicable cure period, collect rent from the assignee, undertenant or encumbered in any manner occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee undertenant or occupant, as tenant, or a release of Tenant from the further performance by reason Tenant of any act or omission covenants on the part of Tenant, and no rents Tenant herein contained. The consent by Landlord to an assignment or other sums receivable by underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting as to which Landlord's consent is required under this Lease. Possession or occupancy of any sublease of all or any part portion of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease regardless of whether the transfer is made in or demised premises by one or more transactionsof Tenant's Affiliates (as such term is hereinafter defined) or In-House Service Providers (whether or not pursuant to a written agreement) shall not be deemed or construed to be a sublease hereunder and Tenant shall be permitted to allow, or whether one or more persons or entities hold the controlling interest prior subject to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease shall be deemed an assignment of this lease. No assignment or other transfer of this lease terms and the term and estate hereby granted, and no subletting of all or any portion conditions of the Demised Premises shall relieve Tenant of its liability under this lease or of the obligation Lease (but without having to obtain Landlord’s prior 's consent thereto), Tenant's Affiliates to any further assignment, other transfer or subletting. Any attempt to assign this lease or sublet all or any portion of occupy the Demised Premises in violation of this Article 5 shall be null and voiddemised premises.

Assignment, Etc. (a) Subject to the further provisions of this Article 5, neither this lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, licensed, used or occupied by any person or entity other than Tenant or encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s 's obligations under this lease shall be deemed an assignment of this lease. No assignment or other transfer of this lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease or of the obligation to obtain Landlord’s 's prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null and void.

Assignment, Etc. (a) Subject to the further provisions of this Article 5, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, licensed, used or occupied by any person or entity other than Tenant or encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease Lease shall be deemed an assignment of this leaseLease. No assignment or other transfer of this lease Lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease Lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null and void.

Assignment, Etc. (a) Subject to the further provisions of Section 6.02, and except as otherwise provided in this Article 5Article, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, be licensed, be used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority control of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition admission of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactionstransactions occurring over a twenty-four (24) month period (provided that if any such transactions made subsequent to such twenty-four (24) month period are made pursuant to a plan designed to effect such transfer over an extended period of time, the same shall be deemed to have been made during the twenty-four (24) month period), or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s 's obligations under this lease Lease shall be deemed an assignment of this leaseLease or a sublease, as the case may be. No assignment or other transfer of this lease and the term and estate hereby grantedExcept as provided in Section, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null and void.6.02

Assignment, Etc. (a) Subject to the further provisions of this Article 5The Borrower shall not assign, neither this lease nor the term and estate hereby grantedpledge, nor any part hereof or thereofmortgage, shall be assignedlease, mortgagedtransfer, pledged, encumbered encumber or otherwise transferred voluntarily, involuntarily, by operation dispose of law any of its rights in the Collateral or otherwise, and neither the Demised Premises, nor any part thereof, nor permit its use by anyone other than its regular employees, without the Lender's prior written consent. Any such purported transfer, assignment or other action without the Lender's prior written consent shall be subleasedvoid. The Lender may, licensedwithout notice to or consent by the Borrower, used transfer or occupied by assign this Agreement and each Loan Schedule or any person interest herein and may mortgage, pledge, encumber or entity other than Tenant transfer any of its rights or encumbered interest in any manner by reason of any act or omission on and to the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all Collateral or any part thereof and, without limitation, each assignee, transferee, pledgee and mortgagee (which may include any affiliate of the Demised Premises Lender) shall be assigned have the right to further transfer or otherwise encumberedassign its interest. Each such assignee, without transferee, pledgee and mortgagee shall have all of the prior consent rights (but none of Landlord, which consent shall not be unreasonably withheldthe obligations) of the Lender under this Agreement and each Loan Schedule. The dissolution or direct or indirect transfer of a majority Borrower hereby acknowledges notice of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an Lender's intended assignment of this lease regardless Agreement and each Loan Schedule and, upon such assignment, the Borrower agrees not to assert against any such assignees, transferees, pledgees and mortgagees any defense, claim, counterclaim, recoupment or set-off that the Borrower may have against the Lender, whether arising under this Agreement or any Loan Schedule or otherwise. Any assignee, transferee, pledgee or mortgagee of whether the transfer is made in Lender's rights under this Agreement or by one or more transactionsany Loan Schedule shall be considered a third party beneficiary of all of the Borrower's representations, or whether one or more persons or entities hold the controlling interest prior warranties and obligations hereunder to the Lender. The Borrower agrees (a) in connection with any such transfer or afterwards. An agreement under assignment, to provide such instruments, documents, acknowledgments and further assurances as the Lender or any assignee, transferee, mortgagee or pledgee may deem necessary or advisable to effectuate the intents of this Agreement or any Loan Schedule or any such transfer or assignment, with respect to such matters as the Agreement, any Loan Schedule, the Collateral, the Borrower's obligations to such assignee, transferee, mortgagee or pledgee and such other matters as may be reasonably requested, and (b) that after receipt by the Borrower of written notice of assignment from the Lender or from the Lender's assignee, transferee, pledgee or mortgagee, all principal, interest and other amounts which another person or entity becomes responsible for all or a portion of Tenant’s obligations are then and thereafter become due under this lease Agreement or any Loan Schedule shall be deemed an assignment paid to such assignee, transferee, pledgee or mortgagee, at the place of this leasepayment designated in such notice. No assignment or other transfer of this lease This Agreement and each Loan Schedule shall be binding upon the term Borrower and estate hereby granted, its successors and no subletting of all or any portion shall inure to the benefit of the Demised Premises shall relieve Tenant of Lender and its liability under this lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null successors and voidassigns.

Assignment, Etc. (a) Subject to the further provisions of this Article 5, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, be licensed, be used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord. Except as provided in 5.01(c), which consent shall not be unreasonably withheld. The the dissolution or direct or indirect transfer of a majority control of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease Lease shall be deemed an assignment of this leaseLease. No assignment or other transfer of this lease Lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease Lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null and void.

Assignment, Etc. (a) Subject to the further provisions of this Article 5terms and procedures set forth in Section 12.02, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, ; shall be assigned, mortgaged, pledged, encumbered assigned or otherwise transferred voluntarily, involuntarily, by operation of law or otherwisetransferred, and neither the Demised Premises, Premises nor any part thereof, thereof shall be subleased, licensed, used subleased or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheldwithheld or delayed. The dissolution or direct or indirect transfer Transfer of a majority controlling interest in the stock or other ownership interests of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment to be a transfer of this lease regardless Lease excepting only where such transfers of whether stock are effected through the transfer is made "over-the~counter' market or through any recognized stock exchange or in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or connection with a portion public offering of shares of Tenant’s obligations under this lease shall be deemed an assignment of this lease. No assignment consent of Landlord to any assigntnent or other transfer of this lease Lease and the term and estate hereby granted, and no consent by Landlord to any subletting of all or any portion of the Demised Premises Premises, shall be construed to relieve Tenant of its liability under this lease hereunder or of the obligation to obtain Landlord’s prior such consent to any further assignment, other transfer or subletting. Any attempt Tenant may permit any corporation or other business entity which controls, Is controlled by or is under common control (and which at all times so remains) with Tenant including but not limited to assign this lease a bonafide merger or other consolidation of Tenant's business where the resulting entity is at least as strong financially as Tenant (a "Related C~~~oration') to sublet all or any portion part of the Demised Premises in violation upon prior written notice to Landlord setting forth the name of this Article 5 shall be null such Related Corporation and void.the providing of reasonably satisfactory

Assignment, Etc. (a) Subject to the further provisions of Section 6.02, and except as otherwise provided in this Article 5Article, neither this lease nor Lease not the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, be licensed, be used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority control (as defined in Section 6.01(c) below) of the interest inTenant or any subtenant of Tenant, or control of, including any Affiliate subtenants of Tenant permitted under Section 6.01(c) below (however accomplished including, by way of example, the addition admission of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change changes in classes of stock) ), shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactionstransactions occurring over a twenty-four (24) month period (provided that if any such transactions made subsequent to such twenty-four (24) month period are made pursuant to a plan designed to effect such transfer over an extended period of time, the same shall be deemed to have been made during the twenty-four (24) month period), or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease shall be deemed an assignment of this lease. No Except as provided in Section 6.02(d) herein, no assignment or other transfer of this lease Lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s 's prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease Lease or sublet all or any portion of the Demised Premises in violation of this Article 5 6 shall be null and void. If Tenant shall become a publicly held entity, the sale or transfer of shares of Tenant shall not require the consent of Landlord, shall be permitted under this Lease and shall not be deemed a transfer or an assignment hereunder if such transfer or sale is effected through the "over-the-counter market" or through any recognized stock exchange. (b) Notwithstanding Section 6.01(a), without the consent of Landlord and without being subject to Sections 6.02, 6.03 or 6.05 of this Lease but subject to the requirements of the Xxxxxxxxx, this Lease may be assigned to (i) an entity with which Tenant is merged, (ii) an entity which succeeds to Tenant, or (iii) a purchaser of all or substantially all of Tenant's assets, stock or interests (such entity or purchaser being referred to herein as a "Successor Entity"); provided that (A) Landlord shall have received a notice of such assignment from Tenant, (B) the assignee assumes by written instrument satisfactory to Landlord all of Tenant's obligations under this Lease, (C) such assignment is for a valid business purpose and not to avoid any obligations under this Lease, and (D) the assignee is a reputable entity of good character and shall have, immediately after giving effect to such assignment, an aggregate net worth reasonably acceptable to Landlord.

Assignment, Etc. (a) Subject to the further provisions of this Article 5The Borrower shall not assign, neither this lease nor the term and estate hereby grantedpledge, nor any part hereof or thereofmortgage, shall be assigned--------------- lease, mortgagedtransfer, pledged, encumbered encumber or otherwise transferred voluntarily, involuntarily, by operation dispose of law any of its rights in the Collateral or otherwise, and neither the Demised Premises, nor any part thereof, nor permit its use by anyone other than its regular employees without the Lender's prior written consent. Any such purported transfer, assignment or other action without the Lender's prior written consent shall be subleasedvoid. The Lender may, licensedupon notice to (but without the consent of) the Borrower, used transfer or occupied by assign this Agreement and each Loan Schedule or any interest herein and may mortgage, pledge, encumber or transfer any of its rights or interest in and to the Collateral or any part thereof and, without limitation, each assignee, transferee, pledgee and mortgagee (which may include any affiliate of the Lender) shall have the right to further transfer or assign its interest. The Lender shall not transfer or assign this Agreement or any Loan Schedule hereto to a person or entity other than Tenant which at the time of such transfer or encumbered assignment is engaged in any manner a business activity which is competitive with the business activities then engaged in by reason of any act or omission on the part of TenantBorrower. Each such assignee, transferee, pledgee and no rents or other sums receivable by Tenant under any sublease of mortgagee shall have all or any part of the Demised Premises shall be assigned or otherwise encumbered, without rights (but none of the prior consent of Landlordobligations, which consent obligations shall not be unreasonably withheldremain with Lender) of the Lender under this Agreement and each Loan Schedule. The dissolution or direct or indirect transfer of a majority Borrower hereby acknowledges notice of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an Lender's intended assignment of this lease regardless Agreement and each Loan Schedule and, upon such assignment, the Borrower agrees not to assert against any such assignees, transferees, pledgees and mortgagees any defense, claim, counterclaim, recoupment or set-off that the Borrower may have against the Lender, whether arising under this Agreement or any Loan Schedule or otherwise. Any assignee, transferee, pledgee or mortgagee of whether the transfer is made in Lender's rights under this Agreement or by one or more transactionsany Loan Schedule shall be considered a third party beneficiary of all of the Borrower's representations, or whether one or more persons or entities hold the controlling interest prior warranties and obligations hereunder to the Lender. The Borrower agrees (a) in connection with any such transfer or afterwards. An agreement under assignment, to provide such instruments, documents, acknowledgments and further assurances as the Lender or any assignee, transferee, mortgagee or pledgee may deem necessary or advisable to effectuate the intents of this Agreement or any Loan Schedule or any such transfer or assignment, with respect to such matters as the Agreement, any Loan Schedule, the Collateral, the Borrower's obligations to such assignee, transferee, mortgagee or pledgee and such other matters as may be reasonably requested, and (b) that after receipt by the Borrower of written notice of assignment from the Lender or from the Lender's assignee, transferee, pledgee or mortgagee, all principal, interest and other amounts which another person or entity becomes responsible for all or a portion of Tenant’s obligations are then and thereafter become due under this lease Agreement or any Loan Schedule shall be deemed an assignment paid to such assignee, transferee, pledgee or mortgagee, at the place of this leasepayment designated in such notice. No assignment or other transfer of this lease This Agreement and each Loan Schedule shall be binding upon the term Borrower and estate hereby granted, its successors and no subletting of all or any portion shall inure to the benefit of the Demised Premises shall relieve Tenant of Lender and its liability under this lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null successors and voidassigns.

Assignment, Etc. Supplementing Article 11: (A) Tenant shall neither: (i) publicly advertise the availability of all or any part of the demised premises at a rental rate less than the rental rate at which Landlord is then offering to lease comparable space in the Building; or (ii) assign this lease to or sublet to or permit the occupancy of all or any part of the demised premises by any other party that is then a tenant, subtenant, licensee or occupant of any space in the Building or that has negotiated with Landlord for space in the Building within the twelve (12) month period preceding the date of Landlord’s receipt of Tenant’s Notice pursuant to Section (B) (nor shall Tenant accept an assignment of a lease or sublet space from any tenant, subtenant, licensee or occupant of any space in the Building). (B) A transfer of more than a fifty (50%) percent beneficial interest in Tenant (not including a transfer of publicly traded interests), whether such transfer occurs at one time, or in a series of related transactions, and whether of stock, partnership interest or otherwise, by any party in interest shall be deemed an assignment of this lease (subject, however, to Section (N) hereof). If Tenant wishes to assign this lease, sublet all or any part of the demised premises or permit the demised premises to be occupied by any other party, Tenant shall first notify Landlord (“Tenant’s Notice”), specifying the name of the proposed assignee, subtenant or occupant, the name of and character of its business, its proposed use of the premises, the terms of the proposed assignment, sublease or occupancy (including, without limitation, the commencement and expiration dates thereof) and current information as to the financial responsibility and standing of the proposed assignee, sublessee or occupant and shall provide Landlord with such other information as it reasonably requests. If only a portion of the demised premises is to be so sublet or occupied, Tenant’s Notice shall be accompanied by a reasonably accurate floor plan, indicating such portion. The portion of the demised premises to which such proposed assignment, sublease or occupancy is to be applicable is hereinafter referred to as the “Space.” (C) Landlord may, within thirty (30) days after its receipt of Tenant’s Notice, by notice to Tenant (“Landlord’s Notice”), require that (i) Tenant sublease the Space to Landlord or its nominee, on the terms set forth in Section (D), or (ii) this lease be terminated as to the Space for the period specified in Tenant’s Notice, on the terms set forth in Section (E). If Tenant’s proposed assignment or sublease is for more than fifty percent (50%) of the demised premises, Landlord also may, by Landlord’s Notice, terminate this lease as of the proposed commencement date for such assignment, sublease or occupancy. If Landlord fails to exercise such option, it shall not unreasonably withhold its consent to the proposed assignment, sublease or occupancy (provided that the proposed use of the premises by the proposed assignee, subtenant or occupant complies with the terms of this lease, including, without limitation, Articles 2, 43 and 66 hereof), but such consent shall be deemed of no effect if such assignment, sublease or occupancy is not consummated upon the terms set forth in Tenant’s Notice and within sixty (60) days after such consent is given. (D) If Landlord requires that Tenant execute a sublease (“Sublease”) pursuant to Section (C)(i), the Sublease shall be upon the same terms as this lease, except for such terms thereof as are inapplicable and except that: (i) the term of the Sublease shall be the term specified in Tenant’s Notice commencing, at Landlord’s option, on (a) Subject the commencement date set forth in Tenant’s Notice, or (b) a date designated by Landlord which shall not be more than thirty (30) days after the date of Landlord’s Notice; (ii) the Fixed Rent for the Sublease shall be the lesser of (a) the pro rata Fixed Rent for the Space Tenant is then paying Landlord hereunder, or (b) the Fixed Rent set forth in Tenant’s Notice; (iii) Tenant’s Proportionate Share for the Sublease shall be determined based on the relative sizes of the Space and the initial demised premises; (iv) the subtenant under the Sublease shall have the unrestricted right to assign the Sublease or any interest therein, to further sublet all or any part of the Space and/or to make any alterations, decorations, additions or improvements in and to the further Space (all or any part of which may be removed, at Landlord’s option, at any time, provided Landlord repairs all damage caused by such removal); (v) Tenant, as sublandlord under the Sublease, shall, at its expense: (a) erect all partitions required to separate the Space from the remainder of the demised premises and install a separate submeter to measure the consumption of electricity in the Space (or, in the alternative, the parties shall agree on an equitable method to allocate electricity charges between the Space and the balance of the premises) and (b) to the extent necessitated by the Sublease, install all doors required for independent access from the Space to the elevators, lavatories and staircases on the floor and install all equipment and facilities (including, without limitation, men’s and women’s toilets) required to comply with all applicable Laws and to enable Landlord to maintain and service the Space and permit the Space to be used as an independent unit; (vi) the Sublease shall provide that the termination of all or any portion of this lease by merger is not thereby intended; and (vii) at the expiration of the Sublease, the Space shall, subject to clause (iv), be returned to Tenant as then existing. (E) If Landlord requires that this lease be terminated as to the Space pursuant to Section (C)(ii), then Landlord and Tenant shall execute and deliver a supplementary agreement modifying this lease by eliminating the Space from the demised premises for the term specified in Tenant’s Notice commencing, at Landlord’s option, on (a) the commencement date set forth in Tenant’s Notice, or (b) a date designated by Landlord which shall not be more than thirty (30) days after the date of Landlord’s Notice, and, for such period, reducing the Fixed Rent and additional rent payable hereunder on a pro rata basis, and otherwise consistent with the provisions of this Article 5Section (D) above. (F) Anything herein to the contrary notwithstanding, neither Tenant may not assign this lease nor the term and estate hereby granted, nor or sublet all or any part hereof or thereof, of the demised premises (except pursuant to Section (N)) prior to the expiration of the first year of the Term. (G) No assignment of this lease shall be assignedeffective unless and until Tenant delivers to Landlord duplicate originals of the instrument of assignment (wherein the assignee assumes the performance of Tenant’s obligations under this lease) and any accompanying documents. (H) In the event of any such assignment, mortgagedLandlord and the assignee may modify this lease in any manner, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, licensed, used or occupied by any person or entity other than without notice to Tenant or encumbered Tenant’s prior consent, without thereby terminating Tenant’s liability for the performance of its obligations under this lease, except that any such modification which, in any manner by reason way, increases any of any act or omission on such obligations shall not, to the part extent of such increase only, be binding upon Tenant, and no rents or other sums receivable by Tenant under any . (I) No sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of demised premises (except a majority of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stockSublease) shall be deemed an assignment effective unless and until Tenant delivers to Landlord duplicate originals of this lease regardless the instrument of whether sublease (containing the transfer is made in or provision required by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwardsSection (J)) and any accompanying documents. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease Any such sublease shall be deemed an assignment of subject and subordinate to this lease. No assignment or other transfer . (J) Any such sublease shall contain substantially the following provisions: (1) “In the event of this a default under any underlying lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises premises demised hereby that results in the termination of such lease, the subtenant hereunder shall, at the option of the lessor under any such lease (“Underlying Lessor”), attorn to and recognize the Underlying Lessor as landlord hereunder and shall, promptly upon the Underlying Lessor’s request, execute and deliver all instruments necessary or appropriate to confirm such attornment and recognition. Notwithstanding such attornment and recognition, the Underlying Lessor shall relieve not (a) be liable for any previous act or omission of the landlord under this sublease, (b) be subject to any offset, not expressly provided for in this sublease, that shall have accrued to the subtenant hereunder against said landlord, or (c) be bound by any modification of this sublease or by any prepayment of more than one month’s rent, unless such modification or prepayment shall have been previously approved in writing by the Underlying Lessor. The subtenant hereunder hereby waives all rights under any present or future law to elect, by reason of the termination of such underlying lease, to terminate this sublease or surrender possession of the premises demised hereby. (2) This sublease may not be assigned or the premises demised hereunder further sublet, in whole or in part, except as set forth in such underlying lease.” (K) No assignment or sublease, whether or not consented to by Landlord and whether or not any such consent is required, shall release Tenant of from its liability under for the performance of Tenant’s obligations hereunder during the balance of the Term. Landlord’s consent to any assignment or sublease shall not constitute its consent to any (i) further assignment of this lease or of the obligation to obtain Landlord’s prior consent to any permitted sublease or (ii) further assignment, other transfer or subletting. Any attempt to assign this lease or sublet sublease of all or any portion of the Demised Premises premises demised hereunder or under any permitted sublease. If a sublease to which Landlord has consented is assigned or all or any portion of the premises demised thereunder is sublet without the consent of Landlord in violation each instance obtained, Tenant shall immediately terminate such sublease, or arrange for the termination thereof, and proceed expeditiously to have the occupant thereunder dispossessed. (L) Tenant shall pay to Landlord, promptly upon demand therefor, all costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by Landlord in connection with any assignment of this lease or sublease of all or any part of the demised premises. (M) If Landlord shall give its consent to any assignment of this lease or to any sublease or if Tenant shall otherwise enter into any assignment or sublease permitted hereunder, Tenant shall in consideration therefor, pay to Landlord, as and when payable to Tenant: (1) in the case of an assignment, fifty (50%) percent of the amount, if any, by which (a) all sums and other considerations paid to Tenant by the assignee for or by reason of such assignment (including, but not limited to, sums paid for the sale of Tenant’s fixtures, leasehold improvements, equipment, furniture, furnishings or other personal property less the then fair market value thereof) exceeds (b) the amount of any rental concessions and work allowance granted by Tenant or costs incurred by Tenant in preparing the demised premises for the assignee’s occupancy, plus all reasonable and customary out-of-pocket expenses reasonably incurred by Tenant directly relating to such assignment, such as the New York State and City Transfer Taxes (but not income taxes), brokerage commissions, engineering, advertising and promotion expenses and legal fees; and (2) in the case of a sublease, fifty (50%) percent of the amount, if any, by which (a) any rents, additional charges or other consideration payable under the sublease to Tenant by the subtenant (including, but not limited to, sums paid for the sale or rental of Tenant’s fixtures, leasehold improvements, equipment, furniture or other personal property, less, in the case of a sale thereof, the then fair market value thereof) exceeds (b) the sum of (x) the Fixed Rent and additional rent accruing during the term of the sublease in respect of the Space (at the rate per square foot payable by Tenant hereunder) pursuant to the terms of this lease and (y) the amount of any rental concessions and work allowance granted by Tenant or costs incurred by Tenant in physically separating the Space from the rest of the demised premises or otherwise in preparing the Space for the subtenant’s occupancy, plus all reasonable and customary out-of-pocket expenses reasonably incurred by Tenant directly relating to such subletting, such as the New York State and City Transfer Taxes (but not income taxes), brokerage commissions, engineering, advertising and promotion expenses and legal fees, all as amortized (without interest) over the term of such sublease. (N) Anything in Article 5 11 or this Article to the contrary notwithstanding, but subject to all applicable provisions of this lease (including, without limitation, Articles 0, 00 xxx 00 xxx Xxxxxxxx (X), (X), (X), (X), (X) and (L) of this Article, but not including Sections (A), (B), (C), (D), (E), (F) or (M) of this Article), Landlord’s consent shall not be required to (w) any sublease or assignment to, or occupancy by, any party controlling, controlled by or under common control with Tenant (“control” and its variants meaning ownership of more than fifty (50%) percent of the equity interests in the party in question); (x) Tenant’s assignment of this lease to any purchaser of all or substantially all of Tenant’s assets; (y) an acquisition of more than a fifty (50%) percent interest in Tenant’s stock or partnership or other equity interests; or (z) an assignment of this lease to any entity that is a successor to Tenant either by merger or consolidation: provided, however, in the case of a transaction described in clause (x), (y) or (z), that the net worth of the entity constituting Tenant after the consummation of the transaction in question is not less than that of Tenant immediately prior thereto. Tenant shall provide to Landlord copies of all documentation relevant to the transaction in question within ten (10) days after the effective date thereof. (O) Landlord acknowledges that the business to be conducted by Tenant in the demised premises requires the installation of certain communications equipment owned by customers of Tenant in the demised premises, in order for such customers to interconnect with Tenant’s terminal facilities. Any such arrangement shall not be subject to the terms of Article 11 or this Article, but shall be null subject to the terms and voidprovisions of Article 66.

Assignment, Etc. (a) Subject to the further provisions of this Article 5, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, be licensed, be used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority control of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition admission of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease Lease shall be deemed an assignment of this leaseLease or a sublease, as the case may be. No assignment or other transfer of this lease Lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease Lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null and void. (b) Notwithstanding Section 5.01(a), without the consent of Landlord, this Lease may be assigned to (i) an entity created by merger, reorganization or recapitalization of or with Tenant or (ii) a purchaser of all or substantially all of Tenant’s assets; provided, in the case of both clause (i) and clause (ii), that (A) Landlord shall have received a notice of such assignment from Tenant, (B) the assignee assumes by written instrument satisfactory to Landlord all of Tenant’s obligations under this Lease, (C) such assignment is for a valid business purpose and not to avoid any obligations under this Lease, and (D) the assignee is a reputable entity of good character and shall have, immediately after giving effect to such assignment, an aggregate net worth (computed in accordance with GAAP) at least equal to the aggregate net worth (as so computed) of Tenant immediately prior to such assignment. (c) Notwithstanding Section 5.01(a), without the consent of Landlord, Tenant may assign this Lease or sublet all or any part of the Premises to an Affiliate of Tenant; provided, that (i) Landlord shall have received a notice of such assignment or sublease from Tenant; and (ii) in the case of any such assignment, (A) the assignment is for a valid business purpose and not to avoid any obligations under this Lease, and (B) the assignee assumes by written instrument satisfactory to Landlord all of Tenant’s obligations under this Lease. “Affiliate” means, as to any designated person or entity, any other person or entity which controls, is under common control with or is controlled by, such designated person or entity. “Control” (and with correlative meaning, “controlled by” and “under common control with”) means ownership or voting control by Tenant, directly or indirectly, of 51% or more of the voting stock, partnership interests or other beneficial ownership interests of the entity in question. If, as and when, the assignee or subtenant is no longer an Affiliate of Tenant, Tenant shall promptly notify Landlord thereof and the provisions of this Article 5 shall then apply as if the assignment or sublease was then entered into with an entity that is not an Affiliate of Tenant.

Assignment, Etc. (a) Subject to the further provisions of this Article 5Section 5.02, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwisetransferred, and neither the Demised Premises, nor any part thereof, shall be subleased, licensed, used subleased or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority more than 50% of the interest instock, partnership or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of other beneficial ownership interests in distributions of profits Tenant or losses of Tenantin any entity which, issuance of additional stock, redemption of stock, stock voting agreement, directly or change in classes of stock) indirectly controls Tenant shall be deemed an assignment of this lease regardless of whether Lease; provided, that the transfer is made in of any such stock, partnership or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease other ownership interests shall be deemed not constitute an assignment of this leaseLease if such stock, partnership or other ownership interests are listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or is traded in the "over the counter" market with quotations reported by the National Association of Securities Dealers. No assignment or other transfer of this lease Lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s 's prior consent in accordance with Section 5.03(b) to any further assignment, other transfer or sublettingsubletting (unless otherwise permitted by this Lease). Any attempt to assign this lease Lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null and void. (b) Notwithstanding Section 5.01(a), without the consent of Landlord, this Lease may be assigned to (i) an entity created by merger, reorganization or recapitalization of or with Tenant or (ii) a purchaser of all or substantially all of Tenant's assets; provided, in the case of both clause (i) and clause (ii), that (A) Landlord shall receive contemporaneously therewith a notice of such assignment from Tenant, (B) the assignee assumes by written instrument substantially in the form attached to this Lease as Exhibit K all of Tenant's obligations under this Lease (but, in the case of clause (i), the same shall only be necessary if Tenant shall not be the surviving entity), (C) the avoidance of any obligations under this Lease is not the primary purpose of such assignment, and (D) the assignee shall have, immediately after giving effect to such assignment, an aggregate net worth (computed in accordance with GAAP) of not less than 95% of the aggregate net worth (as so computed) of Tenant immediately prior to such assignment. (c) Notwithstanding Section 5.01(a), without the consent of Landlord, Tenant may assign this Lease or sublet all or any part of the Premises to an Affiliate of Tenant; provided, that (i) Landlord shall receive contemporaneously therewith a notice of such assignment or sublease from Tenant; and (ii) in the case of any such assignment, (A) the avoidance of any obligations under this Lease is not the primary purpose of such assignment, and (B) the assignee assumes by written instrument substantially in the form attached to this Lease as Exhibit K all of Tenant's obligations under this Lease. "Affiliate" means, as to any designated person or entity, any other person or entity which controls, is controlled by, or is under common control with, such designated person or entity. "Control" (and with correlative meaning, "controlled by" and "under common control with") means ownership or voting control, directly or indirectly, of 25% or more of the voting stock, partnership interests or other beneficial ownership interests of the entity in question.

Assignment, Etc. (a) Subject to the further provisions of this Article 5, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, be licensed, be used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority control of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease Lease shall be deemed an assignment of this leaseLease. No assignment or other transfer of this lease Lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease Lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null and void. (b) Notwithstanding Section 5.01(a), without the consent of Landlord or application of Section 5.05, this Lease may be assigned to (i) an entity created by merger, reorganization or recapitalization of or with Tenant or (ii) a purchaser of all or substantially all of Tenant’s membership interests, stock or assets; provided, in the case of both clause (i) and clause (ii), that (A) Landlord shall have received a notice of such assignment from Tenant, (B) the assignee assumes by written instrument reasonably satisfactory to Landlord all of Tenant’s obligations under this Lease, (C) such assignment is for a valid business purpose and not to avoid any obligations under this Lease, and (D) the assignee is a reputable entity and shall have, immediately after giving effect to such assignment, an aggregate net worth (computed in accordance with GAAP) at least equal to 95% of the aggregate net worth (as so computed) of Tenant immediately prior to such assignment. (c) Notwithstanding Section 5.01(a), without the consent of Landlord or application of Section 5.05, Tenant may assign this Lease or sublet all or any part of the Premises to an Affiliate of Tenant; provided, that (i) Landlord shall have received a notice of such assignment or sublease from Tenant; and (ii) in the case of any such assignment, (A) the assignment is for a valid business purpose and not to avoid any obligations under this Lease, and (B) the assignee assumes by written instrument reasonably satisfactory to Landlord all of Tenant’s obligations under this Lease. “Affiliate” means, as to any designated person or entity, any other person or entity which controls, is controlled by, or is under common control with, such designated person or entity. “Control” (and with correlative meaning, “controlled by” and “under common

Assignment, Etc. (a) Subject to the further provisions of this Article 5SECTION 12.02, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwisetransferred, and neither the Demised Premises, Premises nor any part thereof, thereof shall be subleased, licensed, used subleased or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer Transfer of a majority controlling interest in the stock or other ownership interests of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment to be a transfer of this lease regardless Lease excepting only where such transfers of whether stock are effected through the transfer is made "over-the-counter" market or through any recognized stock exchange or in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or connection with a portion public offering of shares of Tenant’s obligations under this lease shall be deemed an assignment of this lease. No consent of Landlord to any assignment or other transfer of this lease Lease and the term and estate hereby granted, and no consent by Landlord to any subletting of all or any portion of the Demised Premises Premises, shall be construed to relieve Tenant of its liability under this lease or of the obligation to obtain Landlord’s prior such consent to any further assignment, other transfer or subletting. Any attempt In addition, neither any assignment of this Lease nor any subletting, occupancy or use of the Premises or any part thereof by any person other than Tenant (whether or not consented to assign by Landlord), nor any collection of rent by Landlord from any person other than Tenant, nor any application of any such rent as provided in this lease Article, shall be deemed a waiver of any of the provisions of this Article or relieve, impair, release or discharge Tenant of its obligation fully to perform the terms of this Lease on Tenant's part to be performed, and Tenant shall remain fully and primarily liable hereunder. (b) Tenant may permit any corporation or other business entity which controls, is controlled by or is under common control (and which at all times so remains) with Tenant (a "RELATED CORPORATION") to sublet all or any portion part of the Demised Premises upon prior written notice to Landlord setting forth the name of such Related Corporation and the providing of reasonably satisfactory evidence to Landlord from time to time upon request that such subtenant is a Related Corporation. Such subletting shall not vest in violation any such Related Corporation any right or interest in this Lease nor shall it discharge any of this Article 5 shall be null and voidTenant's obligations hereunder. For purposes hereof, "control" means ownership of 100% of the voting stock of a corporate tenant or 100% of the beneficial interests of any other tenant.

Assignment, Etc. (a) Subject to the further provisions of this Article 5, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, be licensed, be used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority control of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease Lease shall be deemed an assignment of this leaseLease. No assignment or other transfer of this lease Lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease Lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null and void. (b) Notwithstanding Section 5.01(a), without the consent of Landlord, this Lease may be assigned to (i) an entity created by merger, reorganization or recapitalization of or with Tenant or (ii) a purchaser of all or substantially all of Tenant’s assets; provided, in the case of both clause (i) and clause (ii), that (A) Landlord shall have received a notice of such assignment from Tenant, (B) the assignee assumes by written instrument satisfactory to Landlord all of Tenant’s obligations under this Lease, (C) such assignment is for a valid business purpose and not to avoid any obligations under this Lease, and (D) the assignee is a reputable entity of good character and the assignee (or a guarantor of the assignee pursuant to a guaranty in form reasonably satisfactory to Landlord) shall have, immediately after giving effect to such assignment, an aggregate net worth (computed in accordance with GAAP) at least equal to the aggregate net worth (as so computed) of Tenant immediately prior to such assignment or on the Effective Date, whichever is greater. (c) Notwithstanding Section 5.01(a), without the consent of Landlord, Tenant may assign this Lease or sublet all or any part of the Premises to an Affiliate of Tenant; provided, that (i) Landlord shall have received a notice of such assignment or sublease from Tenant; and (ii) in the case of any such assignment, (A) the assignment is for a valid business purpose and not to avoid any obligations under this Lease, and (B) the assignee assumes by written instrument satisfactory to Landlord all of Tenant’s obligations under this Lease. “Affiliate” means, as to any designated person or entity, any other person or entity that controls, is controlled by, or is under common control with, such designated person or entity. “Control” (and with correlative meaning, “controlled by” and “under common control with”) means ownership or voting control, directly or indirectly, of 50% or more of the voting stock, partnership interests or other beneficial ownership interests of the entity in question.

Assignment, Etc. (a) Subject to the further provisions of this Article 5The Borrower shall not assign, neither this lease nor the term and estate hereby grantedpledge, nor any part hereof or thereofmortgage, shall be assignedlease, mortgagedtransfer, pledged, encumbered encumber or otherwise transferred voluntarily, involuntarily, by operation dispose of law any of its rights in the Collateral or otherwise, and neither the Demised Premises, nor any part thereof, nor permit its use by anyone other than its regular employees without the Lender's prior written consent. Any such purported transfer, assignment or other action without the Lender's prior written consent shall be subleasedvoid. The Lender may, licensedupon notice to (but without the consent of) the Borrower, used transfer or occupied by assign this Agreement and each Loan Schedule or any person interest herein and may mortgage, pledge, encumber or entity other than Tenant transfer any of its rights or encumbered interest in any manner by reason of any act or omission on and to the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all Collateral or any part thereof and, without limitation, each assignee, transferee, pledgee and mortgagee (which may include any affiliate of the Demised Premises Lender) shall be assigned have the right to further transfer or otherwise encumberedassign its interest. Each such assignee, without transferee, pledgee and mortgagee shall have all of the prior consent rights (but none of Landlord, which consent shall not be unreasonably withheldthe obligations) of the Lender under this Agreement and each Loan Schedule. The dissolution or direct or indirect transfer of a majority Borrower hereby acknowledges notice of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an Lender's intended assignment of this lease regardless Agreement and each Loan Schedule and, upon such assignment, the Borrower agrees not to assert against any such assignees, transferees, pledgees and mortgagees any defense, claim, counterclaim, recoupment or set-off that the Borrower may have against the Lender, whether arising under this Agreement or any Loan Schedule or otherwise. Any assignee, transferee, pledgee or mortgagee of whether the transfer is made in Lender's rights under this Agreement or by one or more transactionsany Loan Schedule shall be considered a third party beneficiary of all of the Borrower's representations, or whether one or more persons or entities hold the controlling interest prior warranties and obligations hereunder to the Lender. The Borrower agrees (a) in connection with any such transfer or afterwards. An agreement under assignment, to provide such instruments, documents, acknowledgments and further assurances as the Lender or any assignee, transferee, mortgagee or pledgee may deem necessary or advisable to effectuate the intents of this Agreement or any Loan Schedule or any such transfer or assignment, with respect to such matters as the Agreement, any Loan Schedule, the Collateral, the Borrower's obligations to such assignee, transferee, mortgagee or pledgee and such other matters as may be reasonably requested, and (b) that after receipt by the Borrower of written notice of assignment from the Lender or from the Lender's assignee, transferee, pledgee or mortgagee, all principal, interest and other amounts which another person or entity becomes responsible for all or a portion of Tenant’s obligations are then and thereafter become due under this lease Agreement or any Loan Schedule shall be deemed an assignment paid to such assignee, transferee, pledgee or mortgagee, at the place of this leasepayment designated in such notice. No assignment or other transfer of this lease This Agreement and each Loan Schedule shall be binding upon the term Borrower and estate hereby granted, its successors and no subletting of all or any portion shall inure to the benefit of the Demised Premises shall relieve Tenant of Lender and its liability under this lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null successors and voidassigns.

Assignment, Etc. (a) Subject to the further provisions of Section 5.02, and except as expressly set forth otherwise in this Article 5, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, thereof shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, thereof shall be subleased, be licensed, be used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority control of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition admission of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s 's obligations under this lease Lease shall be deemed an assignment of this leaseLease. No assignment or other transfer of this lease Lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s 's prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease Lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null and void. (b) Notwithstanding Section 5.01(a), without the consent of Landlord, this Lease may be assigned to (i) an entity created by merger, reorganization or recapitalization of or with Tenant or (ii) a purchaser of all or substantially all of Tenant's assets; provided, in the case of both clause (i) and clause (ii), that (A) Landlord shall have received a notice of such assignment from Tenant, (B) the assignee assumes by written instrument reasonably satisfactory to Landlord all of Tenant's obligations under this Lease, (C) such assignment is for a valid business purpose and not to avoid any obligations under this Lease, and (D) the assignee shall have, immediately after giving effect to such assignment, a NAV that is at least equal to the greater of (i) the NAV shown on Exhibit K attached hereto and made a part hereof or (ii) the NAV of the Tenant named herein (i.e., ACTV, Inc.) at the time of such assignment. (c) Notwithstanding Section 5.01(a), without the consent of Landlord, Tenant may assign this Lease or sublet all or any part of the Premises to an Affiliate of Tenant; provided, that (i) Landlord shall have received a notice of such assignment or sublease from Tenant; and (ii) in the case of any such assignment. (A) the assignment is for a valid business purpose and not to avoid any obligations under this Lease, and (B) the assignee assumes by written instrument reasonably satisfactory to Landlord all of Tenant's obligations under this Lease. "Affiliate" means, any person or entity which controls or is controlled by Tenant. "Control" means ownership or voting control by Tenant, directly or indirectly, of 51% or more of the voting stock, partnership interests or other beneficial ownership interests of the entity in question. The transfer of the outstanding capital stock of any corporate Tenant (by persons or parties other than "insiders" within the meaning of the Securities Exchange Act of 1934, as amended) through the "over-the-counter" market or any recognized national securities exchange shall not be considered in the determination of whether control has been transferred.

Assignment, Etc. (a) Subject to the further provisions of this Article 5, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, be licensed, be used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord. Except as hereinafter expressly provided, which consent shall not be unreasonably withheld. The the dissolution or direct or indirect transfer of a majority control of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease Lease shall be deemed an assignment of this leaseLease. No assignment or other transfer of this lease Lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease Lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null and void. Notwithstanding anything to the contrary contained in this Section 5.01(a), the direct or indirect transfer of shares or other equity interests in Tenant shall not constitute an assignment of this Lease and shall not require Landlord’s consent if accomplished through a recognized stock exchange or through the public “over-the-counter” securities market. (b) Notwithstanding Section 5.01(a), without the consent of Landlord or application of Section 5.05, this Lease may be assigned to (i) an entity created by merger, reorganization or recapitalization of or with Tenant or (ii) a purchaser of all or substantially all of Tenant’s membership interests, stock or assets; provided, in the case of both clause (i) and clause (ii), that (A) Landlord shall have received a notice of such assignment from Tenant, (B) the assignee assumes by written instrument satisfactory to Landlord all of Tenant’s obligations under this Lease, (C) such assignment is for a valid business purpose and not to avoid any obligations under this Lease, and (D) the assignee is a reputable entity of good character and, immediately after giving effect to such assignment, shall have an aggregate net worth (computed in accordance with GAAP) at least equal to $300,000,000.00. (c) Notwithstanding Section 5.01(a), without the consent of Landlord or application of Section 5.05, Tenant may assign this Lease or sublet all or any part of the Premises to an Affiliate of Tenant; provided, that (i) Landlord shall have received a notice of such assignment or sublease from Tenant; and (ii) in the case of any such assignment, (A) the assignment is for a valid business purpose and not to avoid any obligations under this Lease, and (B) the assignee assumes by written instrument satisfactory to Landlord all of Tenant’s obligations under this Lease. “Affiliate” means, as to any designated person or entity, any other person or entity which controls, is controlled by, or is under common control with, such designated person or entity. “Control” (and with correlative meaning, “controlled by” and “under common control with”) means ownership or voting control, directly or indirectly, of 35% or more of the voting stock, partnership interests or other beneficial ownership interests of the entity in question.

Assignment, Etc. (a) Subject to the further provisions of this Article 5, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, be licensed, be used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord. Notwithstanding any provision of this Article 5 to the contrary, but subject nevertheless to the provisions of Sections 5.01(b) and (c) below, in no event shall Tenant be entitled to sublease any portion of the Premises or assign this Lease or license any of Tenant’s rights hereunder (other than to Affiliates of Tenant) prior to the earlier of (i) the date upon which consent initial leases have been entered into for 92.5% of the space in the Building and (ii) the date that is 18 months after the Rent Commencement Date (the “Initial Lease-Up Restriction”); provided, that (1) the Initial Lease-Up Restriction shall only apply to the extent Landlord then has available or reasonably expects within the next 4 months to have available, comparable space in the Building for a comparable term and (2) the Initial Lease-Up Restriction shall not be unreasonably withheldapply to an Excluded Sublease (as hereinafter defined). The Landlord agrees to endeavor to notify Tenant reasonably promptly after initial leases have been entered into for 92.5% of the space in the Building. Except as hereinafter expressly provided, the dissolution or direct or indirect transfer of a majority control of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease Lease shall be deemed an assignment of this leaseLease. No assignment or other transfer of this lease Lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease Lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null and void. Notwithstanding anything to the contrary contained in this Section 5.01(a), the direct or indirect transfer of shares or other equity interests in Tenant shall not constitute an assignment of this Lease and shall not require Landlord’s consent if accomplished through a recognized stock exchange or through the public “over-the-counter” securities market. (b) Notwithstanding Section 5.01(a), without the consent of Landlord or application of the Initial Lease-Up Restriction or Section 5.05, this Lease may be assigned to (i) an entity created by merger, reorganization or recapitalization of or with Tenant or (ii) a purchaser of all or substantially all of Tenant’s membership interests, stock or assets; provided, in the case of both clause (i) and clause (ii), that (A) Landlord shall have received a notice of such assignment from Tenant, (B) the assignee assumes by written instrument satisfactory to Landlord all of Tenant’s obligations under this Lease, (C) such assignment is for a valid business purpose and not to avoid any obligations under this Lease, and (D) the assignee is a reputable entity of good character and, immediately after giving effect to such assignment, shall have an aggregate net worth (computed in accordance with GAAP) at least equal to $300,000,000.00. (c) Notwithstanding Section 5.01(a), without the consent of Landlord or application of the Initial Lease-Up Restriction or Section 5.05, Tenant may assign this Lease or sublet all or any part of the Premises to an Affiliate of Tenant; provided, that (i) Landlord shall have received a notice of such assignment or sublease from Tenant; and (ii) in the case of any such assignment, (A) the assignment is for a valid business purpose and not to avoid any obligations under this Lease, and (B) the assignee assumes by written instrument satisfactory to Landlord all of Tenant’s obligations under this Lease. “Affiliate” means, as to any designated person or entity, any other person or entity which controls, is controlled by, or is under common control with, such designated person or entity. “Control” (and with correlative meaning, “controlled by” and “under common control with”) means ownership or voting control, directly or indirectly, of 35% or more of the voting stock, partnership interests or other beneficial ownership interests of the entity in question.

Assignment, Etc. (a) Subject to the further provisions of this Article 5, neither this lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premisesdemised premises, nor any part thereof, shall be subleased, licensed, used or occupied by any person or entity other than Tenant Tenant, or encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises demised premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, Landlord which consent shall not may be unreasonably withheldgranted or withheld by Landlord in Landlord’s sole and absolute discretion. The dissolution or direct or indirect transfer of a majority of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease shall be deemed an assignment of this lease. No assignment or other transfer of this lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises demised premises shall relieve Tenant of its liability under this lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease or sublet all or any portion of the Demised Premises demised premises in violation of this Article 5 shall be null and voidvoid and a default under this lease. (b) Notwithstanding Section 5.01(a), without the consent of Landlord, this lease may be assigned to: (i) an entity created by merger, reorganization or recapitalization of or with Tenant; or

Assignment, Etc. (a) Subject to the further provisions of SECTION 6.02, and except as otherwise provided in this Article 5Article, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, be licensed, be used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority control of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition admission of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactionstransactions occurring over a twenty-four (24) month period (provided that if any such transactions made subsequent to such twenty-four (24) month period are made pursuant to a plan designed to effect such transfer over an extended period of time, the same shall be deemed to have been made during the twenty-four (24) month period), or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s 's obligations under this lease Lease shall be deemed an assignment of this leaseLease or a sublease, as the case may be. No Except as provided in SECTION 6.02(d) herein, no assignment or other transfer of this lease Lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s 's prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease Lease or sublet all or any portion of the Demised Premises in violation of this Article 5 ARTICLE 6 shall be null and void. If Tenant shall become a publicly held entity, the sale or transfer of shares of Tenant shall not require the consent of Landlord, shall be permitted under this Lease and shall not be deemed a transfer or an assignment hereunder if such transfer or sale is effected through the "over-the-counter market" or through any recognized stock exchange.

Assignment, Etc. (a) Subject to the further provisions of Except as otherwise provided in this Article 5, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwiseotherwise (any of the foregoing being referred to herein as an “Assignment”; and the assignee or other transferee pursuant to an Assignment being an “Assignee”), and neither the Demised Premises, nor any part thereof, shall be subleased, licensed, franchised, used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, nor shall Tenant directly or indirectly part with possession of all or any portion of the Premises (any of the foregoing being referred to herein as a “Sublease”; and the sublessee, licensee, franchisee, occupant or other party obtaining the right to possession pursuant to a Sublease being a “Sublessee”), and no rents or other sums receivable by Tenant under any sublease Sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord. Except as otherwise provided in this Article 5, which consent shall not be unreasonably withheld. The the dissolution or direct or indirect transfer of a majority control of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition admission of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease Lease shall be deemed an assignment of this leaseLease. No assignment or other transfer Assignment of this lease Lease and the term and estate hereby granted, and no subletting Sublease of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer Assignment or sublettingSublease. Any attempt to assign effect and Assignment this lease Lease or sublet a Sublease of all or any portion of the Demised Premises in violation of this Article 5 shall be null and void. (b) Notwithstanding Section 5.01(a), without the consent of Landlord, this Lease may be assigned to (i) an entity created by merger, reorganization or recapitalization of or with Tenant or (ii) a purchaser of all or substantially all of Tenant’s assets or (iii) a purchaser of a controlling interest in Tenant; provided, in the case of clause (i), clause (ii), and clause (iii), that (A) Landlord shall have received a notice of such Assignment from Tenant, (B) the Assignee assumes by written instrument satisfactory to Landlord all of Tenant’s obligations under this Lease, (C) such Assignment is for a valid business purpose and not to circumvent the provisions of this Article 5, and (D) the Assignee is a reputable entity of good character and shall have, immediately after giving effect to such Assignment, an aggregate net worth (computed in accordance with GAAP) at least equal to $50,000,000 and a pre-tax net income of $10,000,000. (c) Notwithstanding Section 5.01(a), without the consent of Landlord, Tenant may enter into an Assignment of this Lease with, or Sublease all or any part of the Premises to, an Affiliate of Tenant; provided, that (i) Landlord shall have received a notice of such Assignment or Sublease from Tenant; and (ii) in the case of any such Assignment, (A) the Assignment is for a valid business purpose and not to circumvent the provisions of this Article 5, and (B) the Assignee assumes by written instrument satisfactory to Landlord all of Tenant’s obligations under this Lease. “Affiliate” means, as to any designated person or entity, any other person or entity which controls, is controlled by, or is under common control with, such designated person or entity. “Control” (and with correlative meaning, “controlled by” and “under common control with”) means ownership or voting control, directly or indirectly, of 51% or more of the voting stock, partnership interests or other beneficial ownership interests of the entity in question.