Common use of Assignment, Mortgage, Etc Clause in Contracts

Assignment, Mortgage, Etc. (a) Except as otherwise set forth in this Article 15, Tenant, for itself, its heirs, distributees, executors, administrators, legal representative, successor and assigns, expressly covenants that it shall not assign, mortgage or encumber this agreement, nor underlet, or suffer or permit the Premises or any part thereof to be used by others, without the prior written consent of Landlord in each instance. If this Lease be assigned, or if the Premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, under-tenant or 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, under-tenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. (b) (i) Tenant shall not, whether voluntarily, involuntarily, or by operation of law or otherwise (A) assign or otherwise transfer this Lease or the term and estate hereby granted, or offer or advertise to do so, (B) sublet the Premises or offer or advertise to do so, or allow the same to be used, occupied or utilized by anyone other than Tenant, (C) mortgage, pledge, encumber or otherwise hypothecate this Lease or the Premises or any part thereof in a manner whatsoever or (D) permit the Premises or part thereof to be occupied, by any person other than Tenant, without in each instance obtaining the prior written consent of Landlord or notifying Landlord as provided in this Article 15.

Assignment, Mortgage, Etc. (a) Except as otherwise set forth in this Article 15, 11. Tenant, for itself, its heirs, distributees, executors, administrators, legal representative, successor successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this agreement, nor underlet, or suffer or permit the Demised Premises or any part thereof to be used by others, without the prior written consent of Landlord Owner in each instance, which consent shall not be unreasonably withheld conditioned or delayed. If this Lease be is assigned, or if the Demised Premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord Owner may, after default by Tenant, collect rent from the assignee, under-tenant or 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, under-tenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord Owner to an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord Owner to any further assignment or underletting. (b) (i) . Electric Current: 12. Rates and conditions in respect to submetering or rent inclusion, as the case may be, shall be added in the Lease Rider attached hereto. Tenant covenants and agrees that at all times its use of electric current shall not, whether voluntarily, involuntarily, or by operation of law or otherwise (A) assign or otherwise transfer not exceed the amounts set forth in this Lease for Tenant’s use and Tenant may not use any electrical equipment which, in Owner’s opinion, reasonably exercised, will exceed the amounts set forth in this Lease for Tenant’s use Unless due to Owner’s omissions or negligence, the term and estate hereby granted, change at any time of the character of electric service shall in no wise make Owner liable or offer or advertise responsible to do so, (B) sublet the Premises or offer or advertise to do so, or allow the same to be used, occupied or utilized by anyone other than Tenant, (C) mortgagefor any loss, pledge, encumber damages or otherwise hypothecate this Lease or the Premises or any part thereof in a manner whatsoever or (D) permit the Premises or part thereof to be occupied, by any person other than Tenant, without in each instance obtaining the prior written consent of Landlord or notifying Landlord as provided in this Article 15expenses which Tenant may sustain.

Assignment, Mortgage, Etc. (a) Except as otherwise set forth in this Article 15, Tenant, for itself, its heirs, distributees, executors, administrators, legal representativerepresentatives, successor successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this agreementLease, nor underlet, or suffer or permit the Premises demised premises or any part thereof to be used by others, without the prior written consent of Landlord Owner in each instance, which consent shall not be unreasonably withheld or delayed. Transfer of the majority of the stock of a corporate Tenant shall be deemed an assignment. If this Lease be assigned, or if the Premises demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord Owner may, after default by TenantTenant and the expiration of the applicable cure period, if any, collect rent from the assignee, under-tenant undertenant or 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 the provisions of this covenant, or the acceptance of the assignee, under-tenant or occupant as tenantnumbered Article, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord Owner to an assignment or underletting shall not in any wise way be construed to relieve Tenant from obtaining the express consent in writing of Landlord Owner prior to any further assignment or underletting. . Notwithstanding anything to the contrary above, Tenant may assign this Lease at any time, or sublease all or part of the property, without receipt of Owner’s consent, to any entity which acquires all or part of Tenant, or which is acquired in whole or in part by Tenant, or which is controlled directly or indirectly by Tenant, or which entity controls, directly or indirectly, Tenant (b) (i) “Affiliate”), or which owns or is owned by the Affiliate, so long as such transaction was not entered into as a subterfuge to avoid the obligations and restrictions of this Lease. In any such case the net asset value of the assignee shall be greater on the day after such assignment than that of Tenant on the day before such assignment and Tenant shall not, whether voluntarily, involuntarily, or by operation provide Owner with written notice of law or otherwise any such assignment within ten (A10) assign or otherwise transfer this Lease or the term and estate hereby granted, or offer or advertise to do so, (B) sublet the Premises or offer or advertise to do so, or allow the same to be used, occupied or utilized by anyone other than Tenant, (C) mortgage, pledge, encumber or otherwise hypothecate this Lease or the Premises or any part thereof in a manner whatsoever or (D) permit the Premises or part thereof to be occupied, by any person other than Tenant, without in each instance obtaining the prior written consent days of Landlord or notifying Landlord as provided in this Article 15such assignment.

Assignment, Mortgage, Etc. (a) Except as otherwise set forth in this Article 15, Tenant, for itself, its heirs, distributeesdistributes, executors, administrators, legal representativerepresentatives, successor successors and assigns, assigns expressly covenants that it shall not assign, mortgage or mortgage, encumber this agreement, agreement nor underlet, underlet or suffer or permit the Premises demised premises or any part thereof to be used by others, without the prior written consent of Landlord in each instance. If this Lease lease be assigned, or assigned of if the Premises or demised premises of any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, under-tenant Tenant or occupant, and apply the net amount collected collect to the rent herein reservedrevered, but no such assignment, underlettingassignment under letting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, under-tenant Tenant or occupant as tenant, Tenant or a release of Tenant from the of further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. (b) (i) . ELECTRIC CURRENT: 12. Electricity shall be provided to the demised premises either by directly metering by the local public utility service or by sub metering by Landlord. If the premises are submetered, then the cost to Tenant shall not, whether voluntarily, involuntarily, or by operation of law or otherwise (A) assign or otherwise transfer this Lease or not exceed the term and estate hereby granted, or offer or advertise to do so, (B) sublet the Premises or offer or advertise to do so, or allow cost for such service had the same to be used, occupied or utilized been directly provided by anyone other than Tenant, (C) mortgage, pledge, encumber or otherwise hypothecate this Lease or the Premises or any part thereof in a manner whatsoever or (D) permit the Premises or part thereof to be occupied, by any person other than Tenant, without in each instance obtaining the prior written consent of Landlord or notifying Landlord as provided in this Article 15Con Edison.

Assignment, Mortgage, Etc. A. Tenant may, without the necessity of obtaining the Landlord's consent and without the same being deemed an event of default hereunder: (1) assign or sublet its interest in this Lease, in whole or in part, to: (a) any person or persons owning a majority of the partnership interest of Tenant on the date this Lease is executed; (b) any entity in which the majority of the total interest is owned by the owner or owners of the majority of the partnership interest of the Tenant on the date this Lease is executed; (c) any transferee of a majority of the Tenant's business assets, providing such transferee assumes Tenant's liabilities and has a net worth not less than that of the Tenant immediately prior to such transfer; and (2) transfer a majority, or all of the partnership interest of the Tenant, voluntarily or involuntarily, to any individual or individuals related to the holder or holders of a majority of the partnership interest of the Tenant on the date this Lease is executed. B. Except as otherwise set forth in Section 18A, if Tenant intends to (i) assign all of its interest under the Lease, or (ii) sublet more than seventy- five percent (75%) of the area of the Demised Premises for substantially all of the then unexpired Term of this Article 15Lease, then in either such event, Tenant shall provide Landlord with written notice of Tenant's intention and Landlord shall have the exclusive option, for a period of twenty (20) days from and after receipt of such notice from Tenant, to elect to terminate this Lease effective forty-five (45) days (the "Termination Date") after written notice of such termination election is delivered to Tenant, in which event Tenant shall quit, surrender and vacate the Demised Premises as of the Termination Date as if such date were the scheduled Expiration Date hereunder. Landlord's failure to notify Tenant of Landlord's election to terminate this Lease within the time and in the manner provided above shall be deemed to constitute Landlord's election not to terminate this Lease in which event Tenant may, within the next one hundred twenty (120) days, subject to the terms and conditions of Section 18C, assign or sublet this Lease. If Tenant does not assign or sublet this Lease within such one hundred twenty (120) day period, then Landlord's termination option shall be deemed to be reinstated. C. Except as set forth in Sections 18A and 18B, Tenant, for itself, its heirs, distributeeslegal representatives, executors, administrators, legal representative, successor successors and assigns, expressly covenants that it shall not assign, mortgage mortgage, pledge, encumber or encumber otherwise transfer this agreementLease, nor underletsublet, or suffer or permit the Demised Premises or any part thereof to be used by others, nor advertise any part of the Demised Premises as being available to Tenants or subtenants, without the prior written consent of which shall not be unreasonably withheld or delayed by Landlord in each instance, provided: (1) That Tenant shall not be in default beyond any applicable notice or cure periods of any provision of this Lease; (2) That Tenant shall furnish Landlord with the name and address of the proposed subtenant, a counterpart of the proposed subleasing agreement, and reasonably satisfactory information with respect to the nature and character of the business of the proposed subtenant together with current financial information and references reasonably satisfactory to Landlord; (3) In the reasonable judgment of Landlord the proposed subtenant is of a character and engaged in a business such as are in keeping with the standards of Landlord in those respects for the building; (4) The purposes for which the proposed subtenant intends to use the portion of the premises sublet to it are uses expressly permitted by and not expressly prohibited by this Lease and shall not be substantially more intense (by virtue of density of occupancy, hours of use, or otherwise) than that of the Tenant; D. Except as set forth in Sections 18A and 18B, Landlord shall have a right of first refusal to sublet the Demised Premises from Tenant. If Tenant is successful in obtaining a prospective sublessee for the Demised Premises, Tenant shall first give notice to Landlord that it has obtained such prospective sublessee and the material terms of the sublease. Landlord shall then have 30 days from the date of receipt of such notice to exercise its right in writing to sublease the Demised Premises from the Tenant on the same terms. If Landlord fails to exercise its right of first refusal, Tenant may then proceed to effectuate the proposed sublease in accordance with the terms of Section 18. E. If this Lease be assigned, or if the Demised Premises or any part thereof be underlet sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, under-tenant subtenant or occupant, occupants of Tenant and apply the net amount collected to the rent herein reserved, but no such assignment, underlettingsubletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, under-tenant subtenant or occupant as tenantoccupants of Tenant, or a release of Tenant from the further performance by Tenant of the covenants on the part of Tenant herein contained. F. In the event that Tenant at any time desires to have Landlord sublet the Demised Premises for Tenant's account, Landlord or Landlord's agents are authorized to receive keys for such purposes without releasing Tenant from any of the obligations under this Lease. The consent by Landlord to an assignment or underletting subletting shall not in any wise way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underlettingsubletting. (b) (i) G. Each permitted assignee or transferee shall assume and be deemed to have assumed this Lease and shall be liable for the payment of the Minimum Rent and Additional Rent and for the due performance of all the terms, covenants, conditions and agreement herein contained on Tenant's part to be performed for the Term of this Lease arising from and after the date of such assignment. H. No assignment shall be binding on Landlord unless such assignee or Tenant shall notdeliver to Landlord a duplicate original of the instrument of assignment, whether voluntarilyin form reasonably satisfactory to Landlord, involuntarilycontaining a covenant of assumption by the assignee of all of the obligations aforesaid and shall obtain from Landlord the aforesaid written consent, prior thereto. I. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or by operation of law otherwise suffer or otherwise (A) assign permit the sublet space or otherwise transfer this Lease or the term and estate hereby granted, or offer or advertise to do so, (B) sublet the Premises or offer or advertise to do so, or allow the same any part thereof to be usedused or occupied by others, occupied or utilized by anyone other than Tenantwithout Landlord's prior written consent in each instance. J. Any assignment, (C) sublease, mortgage, pledge, encumber encumbrance or otherwise hypothecate transfer in contravention of the provisions of Section 18 shall be void. K. The original named Tenant covenants that, notwithstanding any assignment or transfer, whether or not in violation of the provisions of this Lease, and notwithstanding the acceptance of Minimum Rent and/or Additional Rent by Landlord from an assignee, transferee, or any other party, the original named Tenant shall remain fully liable for the payment of the Minimum Rent and Additional Rent and for the other obligations of this Lease on the part of Tenant to be performed or observed. L. If Landlord shall give its consent to any assignment of this Lease or to any sublease, Tenant shall in consideration therefore, pay to Landlord, as Additional Rent: (1) In the Premises or any part thereof in a manner whatsoever or case of an assignment, fifty percent (D50%) permit of the Premises or part thereof to be occupied, amount by any person which all sum and other than Tenantconsiderations including, without limitation, sums designated by the assignee as paid for the purchase of Tenant's property, less the then net unamortized or undepreciated cost thereof determined on the basis of Tenant's federal income tax returns, or, if Tenant does not file such returns, on the same basis as carried on Tenant's books) paid to Tenant by the assignee for or by reason of such assignment exceeds the brokerage commissions actually paid by Tenant in each instance obtaining connection with such assignment and other expenses (including legal fees) reasonably incurred by Tenant in connection with such assignment; and (2) In the prior written consent case of Landlord a sublease, fifty percent (50%) of the amount by which any rents, additional charges or notifying other consideration paid to Tenant by the sublessee in respect of the sublet space exceeds the sum of (a) the Minimum Rent and Additional Rent accruing during the term of the sublease in respect of the sublease space (at the rate per rentable square foot payable by Tenant hereunder), (b) brokerage commissions actually paid by Tenant in connection with the sublease (amortized over the term of the sublease), and (c) other expenses (including legal fees) reasonably incurred by Tenant in connection with the sublease. The sums payable under Section 18L.(2) shall be paid to Landlord as provided and when payable by Tenant. M. If Tenant is a corporation, the provisions of Section 18C shall apply to a transfer (by one or more transfers) of a majority of the stock of Tenant as if such transfer of a majority of the stock of Tenant were an assignment of this Lease. For purposes of determining whether a majority of the stock of Tenant has been transferred, the attribution rules set forth by the Internal Revenue Code as in effect on the date hereof, shall be applied. N. If Tenant is a partnership, the provisions of Section 18C shall apply to a transfer (by one or more transfers) of any interest in the partnership, as if such transfer were an assignment of this Article 15Lease.

Assignment, Mortgage, Etc. (a) Except as otherwise set forth in this Article 15, Tenant, for itself, its heirs, distributees, executors, administrators, legal representativerepresentatives, successor successors and assigns, assigns expressly covenants that it shall not assign, mortgage or encumber this agreement, nor underlet, or suffer or permit the Premises demised premises or any part thereof to be used by others, without the prior written consent of Landlord Owner in each instance. Transfer of the majority of the stock of a corporate tenant or the majority partnership interest of a partnership Tenant shall be deemed an assignment. Notwithstanding the foregoing, Tenant may assign this Lease to an affiliate of Tenant without Landlord’s consent, but in such event will provide Landlord with evidence of such assignment. If this Lease lease be assigned, or if the Premises demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord Owner may, after default by Tenant, collect rent from the assignee, under-tenant or 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 the covenant, or the acceptance of the assignee, under-tenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord Owner to an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord Owner to any further assignment or underletting. . If this Lease shall be rejected under Section 235 of Title 11 of the U.S. Code (b) (i) bankruptcy code); or if Tenant shall notfail to move into or take possession of the premises within thirty (30) days after the commencement of the term of this lease, whether voluntarilythen, involuntarilyin any one or more of such events, upon Owner serving a written fifteen (15) days notice upon Tenant specifying the nature of said default and upon the expiration of said fifteen (15) days, if Tenant shall have failed to comply with or remedy such default, or by operation if the said default or omission complained of law or otherwise (A) assign or otherwise transfer this Lease or the term and estate hereby granted, or offer or advertise to do so, (B) sublet the Premises or offer or advertise to do so, or allow shall be of a nature that the same to cannot be usedcompletely cured or remedied within said fifteen (15) day period, occupied or utilized by anyone other than Tenant, (C) mortgage, pledge, encumber or otherwise hypothecate this Lease or the Premises or any part thereof in a manner whatsoever or (D) permit the Premises or part thereof to be occupied, by any person other than Tenant, without in each instance obtaining the prior written consent of Landlord or notifying Landlord as provided in this Article 15.SEE ARTICLE 42 OF RIDER

Assignment, Mortgage, Etc. (a) Except as otherwise set forth in this Article 15After notice to Landlord, Tenant may assign or sublease the premises without the Landlord’s consent to: (i) a related entity; (ii) any entity resulting from a merger or consolidation with Tenant; (iii) any subsidiary of Tenant. Otherwise, Tenant, for itself, its heirs, distributees, executors, administrators, legal representative, successor successors and assigns, assigns expressly covenants that it shall not assign, sublet, mortgage or encumber this agreement, nor underlet, or suffer or permit the Premises or any part thereof to be used by othersLease, without the prior written consent of Landlord in each instanceinstance which consent shall not be unreasonably withheld or delayed. If this Lease be assigned, or if the Demised Premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent Rent from the assignee, under-tenant or occupant, and apply the net amount collected to the rent 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, under-tenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any wise way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. (b) (i) Tenant Tenants shall notremain liable under the Lease, whether voluntarily, involuntarily, even if the Lease is assigned or by operation of law or otherwise (A) assign or otherwise transfer this Lease or the term and estate hereby granted, or offer or advertise to do so, (B) sublet the Premises or offer or advertise to do so, or allow the same to be used, occupied or utilized by anyone other than Tenant, (C) mortgage, pledge, encumber or otherwise hypothecate this Lease or the Premises or any part thereof in a manner whatsoever or (D) permit the Premises or part thereof to be occupied, by any person other than Tenant, without in each instance obtaining the prior written consent of Landlord or notifying Landlord as provided in this Article 15sublet.

Assignment, Mortgage, Etc. (a) Except as otherwise set forth in this Article 15, 14.1 Tenant, for itself, its heirs, distributees, executors, administrators, legal representativerepresentatives, successor successors and assigns, assigns expressly covenants that it shall not assign, mortgage or encumber this agreement, Lease nor underlet, or suffer or permit the Premises or any part thereof to be used by others, without the prior written consent of Landlord in each instance. Landlord may withhold or grant its consent to any assignment or sublease of the Premises proposed by Tenant in Landlord's sole discretion. With respect to any proposed subtenant or assignee, Landlord shall have the right to approve the form and substance of any sublease or assignment documents. In the event of any proposed acquisition of a majority of the corporate stock of Tenant by any corporation, person or entity, Landlord's consent shall not be required, provided that Tenant shall notify Landlord at least thirty (30) days prior to any such proposed acquisition and shall forward to Landlord such detailed information about the proposed transaction as Landlord may reasonably require. No assignment, subletting or other transfer consented to by Landlord shall relieve Tenant of any liability under this Lease. 14.2 If this Lease be assigned, or if the Premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, under-tenant undertenant or 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 the provisions of this covenantArticle, or the acceptance of the assignee, under-tenant undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. (b) (i) Tenant shall not, whether voluntarily, involuntarily, or by operation of law or otherwise (A) assign or otherwise transfer this Lease or the term and estate hereby granted, or offer or advertise to do so, (B) sublet the Premises or offer or advertise to do so, or allow the same to be used, occupied or utilized by anyone other than Tenant, (C) mortgage, pledge, encumber or otherwise hypothecate this Lease or the Premises or any part thereof in a manner whatsoever or (D) permit the Premises or part thereof to be occupied, by any person other than Tenant, without in each instance obtaining the prior written consent of Landlord or notifying Landlord as provided in this Article 15.

Assignment, Mortgage, Etc. (a) Except as otherwise set forth in this Article 15, Section 15.1. Tenant, for itself, its heirs, distributees, executors, administrators, legal representativerepresentatives, successor successors and assigns, expressly covenants that it shall not not, during the Initial Term or during a Renewal Term, assign, mortgage or encumber this agreementLease, nor underletsublet, or suffer or of permit the Demised Premises or any part thereof to be used by others, other than to an affiliated entity comprised wholly of the principals as presently constitute Tenant (E.G. a professional corporation or association comprised of the individual doctors constituting Tenant) without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld. If No assignment or sublease to a proposed subtenant or assignee who is not a Connecticut licensed medical doctor or allied health professional shall be effective without the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion. Except as herein provided, if this Lease be assigned, or if the Demised Premises or any part thereof be underlet sublet or occupied by anybody any party other than Tenant, Landlord may, at its option, terminate this Lease, or may, at its option, after default by Tenant, collect rent from the assignee, under-tenant subtenant or occupantoccupants or tenant, and apply the net amount collected to the rent herein reservedreceived, but no such assignment, underletting, subletting occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, under-tenant subtenant or occupant as occupant's tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. In the event Tenant shall at any time desire to have Landlord sublet the Premises for Tenant's account, Landlord or Landlord's agents are authorized to receive keys for such purposes without releasing Tenant from any of the obligations under this Lease. The consent by Landlord to an assignment or underletting subletting shall not in any wise way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. (b) (i) subletting. Each permitted assignee or transferee shall assume and be deemed to have assumed this Less and shall be liable for the payment of the rent and additional rent and for the due performance of all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed for the term of this Lease. No assignment shall be binding on Landlord unless such assignee or Tenant shall notdeliver to Landlord a duplicate original of the instrument of assignment, whether voluntarilyin form reasonably satisfactory to Landlord, involuntarilycontaining a covenant of assumption by the assignee of all of the aforesaid written consent, or by operation of law or otherwise (A) assign or otherwise transfer prior thereto. If this Lease be assigned or the term and estate hereby granted, or offer or advertise to do so, (B) sublet the Premises or offer or advertise to do so, or allow the same to be used, occupied or utilized by anyone other than Tenant, (C) mortgage, pledge, encumber or otherwise hypothecate this Lease or if the Premises or any part thereof in a manner whatsoever be sublet or (D) permit the Premises or part thereof to be occupied, occupied by any person anybody other than Tenant, without in each instance obtaining Landlord may, after default by Tenant, collect rent from the prior written consent assignee, subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of Landlord or notifying Landlord as provided any of Tenant's covenants contained in this Article 15XV, or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained.

Assignment, Mortgage, Etc. Tenant,(a 11.1) Except as otherwise set forth in this Article 15, Tenant, for itself, its heirs, distributees, executors, administrators, legal representativerepresentatives, successor successors and assigns, assigns expressly covenants that it shall not assign, mortgage or encumber this agreement, nor underlet, or suffer or permit the Premises demised premises or any part thereof to be used by others, without the prior written consent of Landlord Owner in each instance. Transfer of the majority of the stock of a corporate tenant or the majority partnership interest of a partnership tenant shall be deemed an assignment. If this Lease lease be assigned, or if the Premises demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord Owner may, after default by Tenant, collect rent from the assignee, under-tenant or 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 the covenant, or the acceptance of the assignee, under-tenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord Owner to an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord Owner to any further assignment or underletting. (b) (i) . ElectricCurrent: * Rates and conditions in respect to submetering or rent inclusion, as the case may be, to be added in RIDER attached hereto. Tenant covenants and agrees that at all times its use of electric currents shall not, whether voluntarily, involuntarily, or by operation not exceed the capacity of law or otherwise (A) assign or otherwise transfer this Lease existing feeders to the building or the term risers or wiring installation and estate hereby grantedTenant may not use any electrical equipment which, in Owner’s opinion, reasonably exercised, will overload such installations or offer interfere with the use thereof by other tenants of the building. The change at any time of the character of electric service shall in no wise make Owner liable or advertise responsible to do soTenant, (B) sublet the Premises for any loss, damages or offer or advertise to do so, or allow the same expenses which Tenant may sustain. * Rider to be used, occupied or utilized by anyone other than Tenant, (C) mortgage, pledge, encumber or otherwise hypothecate this Lease or the Premises or any part thereof in a manner whatsoever or (D) permit the Premises or part thereof added if necessary. Access to be occupied, by any person other than Tenant, without in each instance obtaining the prior written consent of Landlord or notifying Landlord as provided in this Article 15.Premises:

Assignment, Mortgage, Etc. (a) Except as otherwise set forth in this Article 15, Tenant, for itself, its heirs, distributees, executors, administrators, legal representative, successor and assigns, expressly covenants that it Tenant shall not assign, mortgage or encumber this agreement, nor underlet, or suffer without having first obtained Landlord's written consent thereof (i) use or permit the Demised Premises or any part thereof of the same to be used by others, without the prior written consent of Landlord in each instance. If this Lease be assigned, or if the Premises or for any part thereof be underlet or occupied by anybody purpose other than Tenantto that specified in this lease, Landlord may(ii) assign or transfer, after default by Tenant, collect rent from the assignee, under-tenant or 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, under-tenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. (b) (i) Tenant shall not, whether voluntarily, involuntarily, or by operation of law or otherwise otherwise, this lease or any interest therein, (Aiii) assign mortgage or otherwise transfer this Lease encumber the same, (iv) sublet or underlet the term and estate hereby grantedDemised Premises or any part thereof, or offer or advertise to do so, (Bv) sublet the Premises or offer or advertise to do so, or allow permit the same to be used, occupied or utilized by anyone other than Tenant or Tenant's officers and employees. A transfer of control or ownership of more than twenty (20%) per cent of the shares of Tenant, if Tenant is a corporation, or of more than twenty (C20%) mortgageper cent of the total partnership interests in Tenant, pledgeif Tenant is a partnership, encumber or otherwise hypothecate shall be deemed an assignment of this Lease or lease requiring the Premises consent of Landlord pursuant to this Article. In the event that Tenant shall desire to assign this lease, sublet the whole or any part thereof in a manner whatsoever of the Demised Premises or (D) permit the Premises or part thereof same to be occupied, occupied by any person other than Tenant, without its officers or employees, Tenant shall submit in each instance obtaining writing to Landlord the prior name of the proposed assignee, subtenant, or occupant, the nature of and character of its business, the terms and conditions of the proposed assignment or subletting, information as to the financial responsibility and standing of the proposed subtenant or assignee and such other information as Landlord may reasonably request, and, simultaneously, with such submission, Tenant shall deliver to the Landlord a written agreement, in a form satisfactory to Landlord, fully executed and acknowledged by Tenant surrendering to Landlord the entire Demised Premises, if an assignment is proposed, or if a subletting is proposed, then the portion of the Demised Premises proposed to be sublet or to be occupied by a person other than Tenant. Such surrender agreement shall also provide that if a portion of the Demised Premises is to be surrendered, Tenant, at its expense, will erect the partitions required to separate the portion of the Demised Premises to be surrendered from the remainder of the Demised Premises and shall install any doors required to provide an independent means of access to the portion of the Demised Premises to be surrendered from the elevators and/or staircase on the floor and shall install all other equipment or facilities which may be required either by law or otherwise in order to permit the portion of the Demised Premises to be surrendered to be used as a unit separate from the balance of the Demised Premises. If Landlord shall not execute the surrender agreement within sixty (60) days after receipt thereof, then Landlord shall not unreasonably withhold its consent of Landlord to the proposed assignment or notifying Landlord as provided in this Article 15subleasing.

Assignment, Mortgage, Etc. (a) Except as otherwise set forth in this Article 15, A. Tenant, for itself, its heirs, distributees, executors, administrators, legal representativerepresentatives, successor successors and assigns, expressly covenants that that, except as expressly specified in this Article 15, it shall not assign(i) transfer or assign (whether by operation of law, mortgage merger, consolidation or otherwise) its interest in this Lease, in whole or in part, (ii) mortgage, pledge or encumber this agreementLease or the Demised Premises or any part thereof in any manner by reason of any act or omission on the part of Tenant, nor underlet, (iii) sublet the Demised Premises or suffer any part thereof or permit the Demised Premises or any part thereof to be used or occupied by others, (iv) advertise, or authorize a broker to advertise the Demised Premises for assignment or subletting, (v) enter into franchise, license or concession agreements with respect to the Demised Premises or any part thereof, or (vi) sell, pledge, transfer or otherwise alienate (x) more than either the controlling interest in, or fifty percent (50%) of, the issued and outstanding capital stock of any corporate Tenant (unless such stock is publicly traded on a recognized security exchange or over-the-counter market, in which case no consent to such transaction shall be required hereunder) or (y) more than either the controlling interest in, or fifty percent (50%) of, any limited liability company, partnership, joint venture or other legal entity constituting Tenant, however accomplished, whether in a single transaction or in a series of related and/or unrelated transactions, without obtaining the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, conditioned or delayed provided all of the provisions of this Article 15 have been satisfied. For the purpose of this Lease, any sale or transfer of Tenant’s capital stock through any public exchange shall not be deemed an assignment, subletting or any other transfer of the Lease or the Demised Premises. If this Lease be assigned, or if the Demised Premises or any part thereof be underlet sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, under-tenant subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underlettingsubletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, under-tenant subtenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting subletting shall not in any wise way be construed to relieve Tenant and/or any assignee or subtenant of Tenant from obtaining the express consent in writing of Landlord to any further assignment or underlettingsubletting. B. Tenant shall submit to Landlord in writing, at least thirty (b30) days prior to effective date of any proposed assignment or subletting, notice of Tenant’s intention to assign the Lease or sublease the Demised Premises or a portion thereof, together with the following: (i) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Demised Premises; (ii) a final, fully-negotiated term sheet signed by Tenant shall notand the proposed assignee or subtenant setting forth all of the material business terms of the proposed sublease or assignment (the “Term Sheet”), including, without limitation, whether voluntarilythe proposed transaction is an assignment or sublease (and, involuntarilyif a sublease, that portion of the Demised Premises to be sublet and the proposed sublease term), the rent and other consideration to be paid to Tenant in connection with the proposed transaction, the various concessions offered by Tenant to the proposed assignee or subtenant (e.g., rent abatements, moving allowances, base building work and tenant improvement allowances), the effective or commencement date of the proposed sublease or assignment (which shall be not earlier than thirty (30) days, and not later than one hundred twenty (120) days, following the date of such notice, and such other information as Landlord may reasonably request; (iii) financial statements for the proposed assignee or subtenant for the past two (2) years prepared by operation said assignee’s or subtenant’s independent accountant in accordance with generally accepted accounting principles (it being agreed, however, that in connection with a sublease, the proposed subtenant may have the foregoing financial statements certified by an officer of law subtenant in lieu having the same prepared by an independent accountant); and (iv) such other information that Landlord may reasonably request. If the obligations of the proposed assignee or otherwise subtenant will be guaranteed by any person or entity, Tenant’s request shall not be considered complete until the information described in (Aiii) assign and (iv) above has been provided with respect to each proposed guarantor. C. Other than in connection with a sublease or otherwise transfer assignment pursuant to the provisions of Sections 15O, P, Q, R, and S below, Tenant’s request for Landlord’s consent to an assignment of this Lease or a sublease of any single full floor (or multiple full floors) of the term Demised Premises for all or substantially all of the then balance of the Term shall be deemed an offer from Tenant to Landlord to (x) cancel and estate hereby granted, or offer or advertise terminate this Lease with respect to do so, (B) sublet the Premises or offer or advertise to do so, or allow the same to be used, occupied or utilized by anyone other than Tenant, (C) mortgage, pledge, encumber or otherwise hypothecate an assignment of this Lease or with respect to a sublease for all or substantially all of the Demised Premises for all or any part thereof in a manner whatsoever substantially all of the then Term, or (Dy) permit terminate this Lease with respect to the portion of the Demised Premises covered by such sublease if the proposed sublease is not for all or part thereof to be occupiedsubstantially of the Demised Premises but is a sublease of any full floor (or multiple full floors) of the Demised Premises for all or substantially all of the then Term, by any person other than Tenant, without in each instance obtaining effective on the prior written consent effective or commencement date of the proposed sublease or assignment. If Landlord or notifying Landlord accepts the offer and terminates this Lease as provided in clause (x) of the first sentence of this Article 15Section 15C, then this Lease and the term hereof shall expire and terminate on the effective or commencement date of the proposed sublease or assignment as if it were the Expiration Date, and the Fixed Annual Rent and the Additional Rent due hereunder shall be paid and apportioned to such date and no further costs shall be due except as otherwise provided in this Section 15C, the indemnification provisions of this Lease and those provisions of this Lease that shall survive the expiration or earlier termination of this Lease. If Landlord accepts the offer and terminates this Lease with respect to the portion of the Demised Premises as provided in clause (y) of the first sentence of this Section 15C, then this Lease and the term hereof shall expire and terminate on the effective or commencement date of the proposed sublease with respect to the portion of the Demised Premises proposed to be sublet as if it were the Expiration Date, the Fixed Annual Rent and Additional Rent due hereunder with respect to such portion of the Demised Premises shall be paid and apportioned to such date, and the Fixed Annual Rent and the Percentage shall be adjusted based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises (it being agreed that if Landlord accepts the offer and terminates this Lease for less than the entire Demised Premises as provided in clause (y) of the first sentence of this Section 15C, then Tenant shall pay to Landlord, within thirty (30) days following notice, as Additional Rent, the actual costs reasonably incurred by Landlord in removing any internal staircase for such portion of the Demised Premises and sealing the slab(s)). The parties agree to enter into a termination or lease amendment to ratify and confirm such total or partial termination and setting forth any appropriate modifications to the terms and provisions hereof but the failure to do so shall not affect the effectiveness of the termination. D. Without limiting the rights of Landlord hereunder, and notwithstanding anything to the contrary contained in this Lease, no assignment or subletting shall be made, and Landlord may reasonably withhold consent to any proposed assignment or subletting, if: 1. In Landlord’s sole but reasonable judgment, the financial condition and general reputation of the proposed assignee or subtenant are not consistent with the extent of the obligations undertaken by the proposed assignment or sublease. 2. In Landlord’s sole but reasonable judgment, the proposed use of the Demised Premises by the proposed subtenant or assignee is not appropriate for the Building or in keeping with the standards for, and general character of, the Building, or violates the provisions of any existing lease for space at the Building or the terms of any Superior Interest, or is not the same type of business as the Permitted Use. 3. In Landlord’s sole but reasonable judgment, the nature of the occupancy of the proposed assignee or subtenant will cause a density of employees or traffic significantly greater than that of Tenant or make greater demands on the Building’s services or facilities than as provided for by the full occupancy or maximum capacity under applicable Legal Requirements. 4. The proposed assignee or sublessee is a party, or the affiliate of a party, who has exchanged proposals with Landlord or its affiliates (directly or through a broker) with respect to space in the Building during the six (6) month period immediately preceding Tenant’s request for Landlord’s consent.

Assignment, Mortgage, Etc. (a) Except as otherwise set forth in this Article 15, Tenant, Tenant for itself, its heirs, distributees, executors, administrators, legal representativerepresentatives, successor successors and assigns, assigns expressly covenants that it shall not assign, mortgage or encumber this agreement, nor not underlet, or suffer or permit the Premises demised premises or any part thereof to be used by others, without the prior written consent of Landlord Owner in each instanceinstance which consent will not be unreasonably withheld or delayed. Tenant may, without Landlord's consent, sublet all or any portion of the demised premises to an affiliated company or companies or a related entity or assign this Lease to an affiliated company or companies or a related entity, i.e. a company or entity that controls Tenant, is controlled by Tenant or is under common control with Tenant. Tenant's merger into or with another entity is not deemed an assignment. If this Lease lease be assigned, or if the Premises demised or any part party thereof be underlet or occupied by anybody other than Tenant, Landlord Owner may, after default by Tenant, collect rent from the assignee, under-tenant or 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 the covenant, or the acceptance of the assignee, under-tenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord Owner to an assignment or underletting shall not in any wise way be construed to relieve Tenant from obtaining the express consent in writing of Landlord Owner to any further assignment or underletting. (b) (i) Tenant shall not, whether voluntarily, involuntarily, or by operation of law or otherwise (A) assign or otherwise transfer this Lease or the term and estate hereby granted, or offer or advertise to do so, (B) sublet the Premises or offer or advertise to do so, or allow the same to be used, occupied or utilized by anyone other than Tenant, (C) mortgage, pledge, encumber or otherwise hypothecate this Lease or the Premises or any part thereof in a manner whatsoever or (D) permit the Premises or part thereof to be occupied, by any person other than Tenant, without in each instance obtaining the prior written consent of Landlord or notifying Landlord as provided in this Article 15.

Assignment, Mortgage, Etc. (a) Except as otherwise set forth in this Article 15, Tenant, for itself, its heirs, distributees, executors, administrators, legal representativerepresentatives, successor successors and assigns, expressly covenants that it shall shall not assign, mortgage or encumber this agreement, nor underlet, or suffer or permit the Premises demised premises or any part thereof to be used by others, without the prior written consent of Landlord Owner in each instance. Transfer of the majority of the stock of a corporate Tenant or the majority partnership interest of a partnership Tenant shall be deemed an assignment. If this Lease lease be assigned, or if the Premises demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord Owner may, after default by Tenant, collect rent from the assignee, under-tenant undertenant or 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, under-tenant undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord Owner to an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord Owner to any further assignment or underletting. . Electric Current: 12) Rates and conditions in respect to submetering or rent inclusion, as the case may be, to be added in RIDER attached hereto. Tenant covenants and agrees that at all times its use of electric current shall not exceed the capacity of existing feeders to the building or the risers or wiring installation, and Tenant may not use any electrical equipment which, in Owner’s opinion, reasonably exercised, will overload such installations or interfere with the use thereof by other tenants of the building. The change at any time of the character of electric service shall in no wise make Owner liable or responsible to Tenant, for any loss, damages or expenses which Tenant may sustain. Access to Premises: 13) Owner or Owner’s agents shall have the right (bbut shall not be obligated) (ito enter the demised premises in any emergency at any time, Vault, Vault Space, Area: 14) Tenant shall notNo vaults, vault space or area, whether voluntarilyor not enclosed or covered, involuntarilynot within the property line of the building, is leased hereunder, anything contained in or indicated on any sketch, blue print or plan, or by operation anything contained elsewhere in this lease to the contrary notwithstanding. Owner makes no representation as to the location of law or otherwise (A) assign or otherwise transfer this Lease or the term property line of the building. All vaults and estate hereby grantedvault space and all such areas not within the property line of the building, which Tenant may be permitted to use and/or occupy, is to be used and/or occupied under a revocable license, and if any such license be revoked, or offer if the amount of such space or advertise to do so, (B) sublet the Premises area be diminished or offer or advertise to do so, or allow the same to be used, occupied or utilized by anyone other than Tenant, (C) mortgage, pledge, encumber or otherwise hypothecate this Lease or the Premises or any part thereof in a manner whatsoever or (D) permit the Premises or part thereof to be occupied, required by any person other than federal, state or municipal authority or public utility, Owner shall not be subject to any liability, nor shall Tenant be entitled to any compensation or diminution or abatement of rent, nor shall such revocation, diminution or requisition be deemed constructive or actual eviction. Any tax, fee or charge of municipal authorities for such vault or area shall be paid by Tenant, without in each instance obtaining the prior written consent of Landlord or notifying Landlord as provided in this Article 15.