Common use of ASSIGNMENT, MORTGAGING, SUBLETTING, ETC Clause in Contracts

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. (a) Tenant covenants and agrees, for Tenant and its successors, assigns and legal representatives, that neither this Lease nor the term and estate hereby granted, nor any part hereof of thereof, will be assigned, mortgaged, pledged, encumbered or otherwise transferred (whether voluntarily, involuntarily, by operation of law, or otherwise), and that neither the premises, nor any part thereof, will be encumbered in any manner by reason of any act or omission on the part of Tenant, or will be used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges or as a concession, by anyone other than Tenant, or for any purpose other than as hereinbefore set forth, or will be sublet, without the prior written consent of Landlord in every case and any attempt thereat shall be void any of no force or effect. For the purposes of this Lease, (i) the transfer or transferee or sale or sales (in either one or a series of transactions) of fifty (50%) percent or more of the capital stock of Tenant, if Tenant is a corporation or fifty (50%) percent or more of the ownership interests of Tenant, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (ii), be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the 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 or any of Tenant's covenants contained in this Article 7 or elsewhere in this Lease or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease on the part of the tenant hereunder to be kept, performed or observed. Tenant's liability under this Lease, in the event of an assignment, shall not at any time be released, relieved or discharged by reason of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved or discharged of any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenant, as the case may be, shall have no right, and shall not be entitled, to exercise any option contained in this Lease which may be exercised by Tenant.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. 11.01. Except as otherwise expressly provided in this Article 11, Tenant shall not, whether voluntarily, involuntarily or by operation of law, without in each instance obtaining the prior consent of Landlord, (a) Tenant covenants and agrees, for Tenant and its successors, assigns and legal representatives, that neither assign or otherwise transfer this Lease nor or the term and estate hereby granted, nor any (b) sublet all or part hereof of thereof, will the Demised Premises or allow the same to be assigned, mortgaged, pledged, encumbered used or otherwise transferred (whether voluntarily, involuntarily, occupied by operation of lawanyone other than Tenant, or otherwise)(c) mortgage, and that neither pledge or encumber this Lease or all or part of the premises, nor any part thereof, will be encumbered Demised Premises in any manner by reason of any act or omission on the part of Tenant, or will be used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges or as a concession, by anyone other than Tenant, or for any purpose other than as hereinbefore set forth, or will be sublet, without the prior written consent of Landlord in every case and any attempt thereat shall be void any of no force or effect. For the purposes of this LeaseArticle 11, (i) the transfer, directly or indirectly, of a majority of any class of the issued and outstanding capital stock of any corporate tenant or subtenant, or the transfer of a majority of the total interest in any other entity (partnership or transferee otherwise) which is a tenant or sale subtenant, however accomplished, whether in a single transaction or sales (in either one or a series of transactions) related or unrelated transactions (including, without limitation, and by way of fifty (50%) percent or more example only, the transfer of a majority of the outstanding capital stock of Tenanta company which company owns 100% of a second tier company, if Tenant is a corporation or fifty (which in turn owns more than 50%) percent or more % of the ownership interests outstanding capital stock of Tenant, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (iicorporate tenant hereunder), shall be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the 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 or any of Tenant's covenants contained in this Article 7 or elsewhere in this Lease or the acceptance of the assignee, subtenant or occupant as TenantLease, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease on the part of the tenant hereunder to be kept, performed or observed. Tenant's liability under this Lease, in the event of an assignment, shall not at any time be released, relieved or discharged by reason of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved or discharged of any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenantsublease, as the case may be, (ii) a so-called "takeover" agreement (i.e. an agreement where another entity agrees to become responsible for all or a portion of Tenant's obligations under this Lease without actually entering into an assignment or sublease) shall have no rightbe deemed a transfer of this Lease, (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 Article 11, and (iv) a modification, amendment or extension without Landlord's prior written consent of a sublease previously consented to by Landlord shall not be entitleddeemed a new sublease. Tenant agrees to furnish to Landlord upon demand at any time and from time to time such information and assurances as Landlord may reasonably request that neither Tenant, to exercise nor any option contained subtenant, is in violation of the provisions of this Lease which may be exercised by TenantSection 11.01.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. (a) 7.1 The Tenant covenants and agreescovenants, for the Tenant and its successors, assigns and legal representatives, that neither this Lease nor the term and estate hereby granted, nor any part hereof of or thereof, will be assigned, mortgaged, pledged, encumbered or otherwise transferred (whether voluntarilyit being agreed that (y) issuance by the Tenant of stock and/or the transfer of already-issued stock/partnership interest, involuntarilyin one or more transactions so as to transfer control or transfer 50% or more of an interest in the Tenant, other than through over-the-counter or national securities exchange transactions by operation of lawthose holding less than a 5% interest in the Tenant, or otherwise(z) sale or transfer of 25% or more of the assets of the Tenant in one or more transactions, other than in the ordinary course of business, shall, in either event, be deemed an assignment of this Lease), and that neither the premisesPremises, nor any part thereof, will be encumbered in any manner by reason of any act or omission on the part of the Tenant, or will be used or occupied, or permitted to be used or occupied, or utilized for desk space or space, for mailing privileges or as a concession, by anyone other than the Tenant and the Tenant’s permitted subsidiaries, affiliates, sublessees and assigns, or for any purpose other than will, except as hereinbefore set forthpermitted under Article Thirty-five, or will be sublet, or offered or advertised for subletting; provided, however, that, if the Tenant is a corporation, (a) the assignment or transfer of this Lease, and the term and estate hereby granted, to any corporation into which the Tenant is merged or with which the Tenant is consolidated (such corporation being hereinafter in this Article called the “Assignee”) without the prior written consent of the Landlord in every case shall not be deemed to be prohibited hereby if, and any attempt thereat shall be void any of no force upon the express conditions that, (i) the primary purpose for such merger or effect. For consolidation is other than the purposes transfer of this Lease, (iii) the transfer or transferee or sale or sales surviving entity has a net worth of at least $400 million (in either one or a series of transactionsU.S.), and (iii) of fifty at least thirty (50%30) percent or more of days prior to the capital stock of Tenant, if Tenant is a corporation or fifty (50%) percent or more of the ownership interests of Tenant, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into or with consolidation, the Assignee shall have executed and delivered to the Landlord an other corporation or business entity shall, agreement in each instance referred form and substance reasonably satisfactory to in the preceding clauses (i) and (ii), be deemed Landlord whereby the Assignee shall agree to be an assignment of this Lease requiring personally bound by and upon all the prior written consent of Landlord as herein provisions set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the 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 or any of Tenant's covenants contained forth in this Article 7 or elsewhere in this Lease or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease on the part of the tenant hereunder Tenant to be kept, observed or performed to the same extent as the Tenant, and whereby the Assignee shall expressly agree that the provisions of this Article shall, notwithstanding such assignment or observed. Tenant's liability under transfer, continue to be binding upon it with respect to all future assignments and transfers, and (b) the Landlord will consent to the Tenant permitting the Premises to be used and occupied for the purposes specified in, and subject to the provisions of, this Lease, by any subsidiary or affiliate of the Tenant, but only for so long as the occupant remains a subsidiary or affiliate of the Tenant, provided that (I) the Tenant provides reasonable evidence of the relationship of the subsidiary or affiliate to the Tenant, (II) in the event Landlord’s reasonable judgment the subsidiary or affiliate is of a character and engaged in a business such as is in compliance with Section 1.3 and is otherwise in keeping with the standards in those respects for the Building and its occupancy and (III) it being understood that an assignmententity shall only be a subsidiary or affiliate of the Tenant for purposes of this Section 7.1 if the Tenant or its subsidiary, shall not at any time be releasedparent or affiliate owns, relieved directly or discharged by reason indirectly, 50% or more of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved or discharged each class of the stock of any such obligations of the parties to this Lease corporation or by equitable interest in any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenant, as the case may be, shall have no right, and shall not be entitled, to exercise any option contained in this Lease which may be exercised by Tenantother business entity.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. (a) Tenant covenants and agrees, for Tenant and its successors, assigns and legal representatives, that neither this Lease nor the term and estate hereby granted, nor any part hereof of thereof, will be assigned, mortgaged, pledged, encumbered or otherwise transferred (whether voluntarily, involuntarily, by operation of law, or otherwise), and that neither the premises, nor any part thereof, will be encumbered in any manner by reason of any act or omission on the part of Tenant, or will be used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges or as a concession, by anyone other than Tenant, or for any purpose other than as hereinbefore set forth, or will be sublet, without the prior written consent of Landlord in every case and any attempt thereat shall be void any of no force or effect. For the purposes of this Lease, (i) the transfer or transferee or sale or sales (in either one or a series of transactions) of fifty (50%) percent or more of the capital stock of Tenant, if Tenant is a corporation or fifty (50%) percent or more of the ownership interests of Tenant, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (ii), be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the 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 or any of Tenant's covenants contained in this Article 7 or elsewhere in this Lease or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease on the part of the tenant hereunder to be kept, performed or observed. Tenant's liability under this Lease, in the event of an assignment, shall not at any time be released, relieved or discharged by reason of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved or discharged of any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenant, as the case may be, shall have no right, and shall not be entitled, to exercise any option contained in this Lease which may be exercised by Tenant. Notwithstanding anything to the contrary contained in this Article 7, and so long as Tenant is not in default of any of the covenants, agreements, terms, provisions and conditions of this Lease on its part to be kept, observed and performed, Tenant may, in connection with (i) the sale of all of the capital stock of Tenant, if Tenant is a corporation, or of all of the ownership interests of Tenant, if Tenant is a partnership, or (ii) a merger or consolidation of Tenant into or with any other corporation or business entity or (iii) the sale of all or substantially all of the assets of Tenant, assign this Lease, with Landlord's prior written consent which shall not be unreasonably withheld or delayed, provided that: Tenant shall furnish Landlord with the name and business address of the proposed assignee, a counterpart of the proposed assignment agreement, and satisfactory information with respect to the nature and character of the business of the proposed assignee together with current financial information of the proposed assigned certified by a certified public accountant and references, including banking references, satisfactory to Landlord; in the judgment of Landlord, the proposed assignee is financially responsible with respect to its proposed obligations under the proposed assignment agreement and is of a character and reputation, and engaged in a business, which is in keeping with the standards of the Building; the premises shall be used only for the purpose set forth in Article 1 hereof; an executed duplicate original, in form satisfactory to Landlord for review by Landlord's counsel, of such assignment agreement shall be delivered to Landlord at least thirty (30) days prior to the effective date thereof. Tenant will also deliver to Landlord, at least thirty (30) days prior to the effective date thereof, an assumption agreement in form satisfactory to Landlord wherein the assignee agrees to assume all of the covenants, agreements, terms, provisions and conditions of this Lease to be kept, observed and performed by Tenant hereunder and which provides that Tenant named herein and such assignee shall, after the effective date of such assignment, be jointly and severally liable for the performance of all of the convents, agreements, terms, provisions and conditions of this Lease; each assignment shall be subject and subordinate to all of the covenants, agreements, terms, provisions and conditions of this Lease and the "Prime Lease" as such term is hereinafter defined; and Assignee shall deposit with Landlord an amount equal to   ( ) months of the fixed rent then in effect; and Tenant covenants and agrees that, notwithstanding any assignment and/or the acceptance of rent or additional rent by Landlord from any assignee, Tenant shall and will remain fully liable for the payment of the rent and additional rent due and to become due hereunder and for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease and Guaranty on the part of Tenant to be kept, observed and performed, ("Obligation") provided, however, that if Tenant shall timely have complied with all of the conditions set forth in this Article 7 and Landlord has approved (in writing) the proposed assignee, Tenant shall be released from said Obligations, effective upon the effective date of the assignment of this Lease. The listing of any name other than that of Tenant, whether on the doors of the premises, on the Building directory, or otherwise, shall not operate to vest any right or interest in this Lease or in the premises or to be deemed to be the written consent of Landlord mentioned in this Article 7, it being expressly understood that any such listing is a privilege extended by Landlord revocable at will by written notice to Tenant.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. 11.01. Except as otherwise expressly provided in this Article 11, Tenant shall not, whether voluntarily, involuntarily or by operation of law, without in each instance obtaining the prior consent of Landlord (which consent shall not be unreasonably withheld, delayed or conditioned, subject, however, to Landlord’s recapture right set forth herein), (a) Tenant covenants and agrees, for Tenant and its successors, assigns and legal representatives, that neither assign or otherwise transfer this Lease nor or the term and estate hereby granted, nor any (b) sublet all or part hereof of thereof, will the demised premises or allow the same to be assigned, mortgaged, pledged, encumbered used or otherwise transferred (whether voluntarily, involuntarily, occupied by operation of lawanyone other than Tenant, or otherwise)(c) mortgage, and that neither pledge or encumber this Lease or all or part of the premises, nor any part thereof, will be encumbered demised premises in any manner by reason of any act or omission on the part of Tenant, or will be used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges or as a concession, by anyone other than Tenant, or for any purpose other than as hereinbefore set forth, or will be sublet, without the prior written consent of Landlord in every case and any attempt thereat shall be void any of no force or effect. For the purposes of this LeaseArticle 11, (i) the transfer, directly or indirectly, of a majority of any class of the issued and outstanding capital stock of any corporate tenant or subtenant, or the transfer of a majority of the total interest in any other entity (limited liability company, partnership or transferee otherwise) which is a tenant or sale subtenant, however accomplished, whether in a single transaction or sales (in either one or a series of transactions) related or unrelated transactions (including, without limitation, and by way of fifty (50%) percent or more example only, the transfer of a majority of the outstanding capital stock of Tenanta company which company owns 100% of a second tier company, if Tenant is a corporation or fifty (50%) percent or more which in turn owns 51% of the ownership interests outstanding capital stock of Tenant, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (iicorporate tenant hereunder), shall be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the 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 or any of Tenant's covenants contained in this Article 7 or elsewhere in this Lease or the acceptance of the assignee, subtenant or occupant as TenantLease, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease on the part of the tenant hereunder to be kept, performed or observed. Tenant's liability under this Lease, in the event of an assignment, shall not at any time be released, relieved or discharged by reason of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved or discharged of any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenantsublease, as the case may be, (ii) a so-called “takeover” agreement (i.e. an agreement where another entity agrees to become responsible for all or a portion of Tenant’s obligations under this Lease without actually entering into an assignment or sublease) shall have no rightbe deemed a transfer of this Lease, (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 Article 11, and (iv) a modification, amendment or extension without Landlord’s prior written consent of a sublease previously consented to by Landlord shall not be entitleddeemed a new sublease. Tenant agrees to furnish to Landlord promptly after demand at any time and from time to time such information and assurances as Landlord may reasonably request that neither Tenant, to exercise nor any option contained subtenant, is in violation of the provisions of this Lease which may be exercised by TenantSection 11.01.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. 11.01. Tenant shall not by operation of law or otherwise (a) Tenant covenants and agrees, for Tenant and its successors, assigns and legal representatives, that neither assign or otherwise transfer this Lease nor or the term and estate hereby granted, nor (b) sublet the Demised Premises or any part hereof of thereofthereof or allow the same to be used or occupied by others, will be assignedother than Tenant's employees, mortgaged(c) mortgage, pledged, encumbered pledge or otherwise transferred (whether voluntarily, involuntarily, by operation of law, encumber this Lease or otherwise), and that neither the premises, nor Demised Premises or any part thereof, will be encumbered thereof in any manner by reason of any act or omission on the part of Tenant, or will be used or occupied(d) advertise, or permitted authorize a broker to be used advertise, for a subtenant or occupiedan assignee, or utilized for desk space or for mailing privileges or as a concessionwithout, by anyone other than Tenantin each instance, or for any purpose other than as hereinbefore set forth, or will be sublet, without obtaining the prior written consent of Landlord in every case and any attempt thereat which shall not be void any of no force unreasonably withheld, conditioned, or effectdelayed. For the purposes of this LeaseArticle 11, (i) the transfer of a majority of the issued and outstanding capital stock of any corporate tenant, or transferee of a corporate subtenant, or sale the transfer of a majority of the total interest in any partnership tenant or sales (subtenant, or the transfer of control in either one any limited partnership tenant or subtenant, however accomplished, whether in a single transaction or in a series of related or unrelated transactions) , shall be deemed an assignment of fifty (50%) percent or more this Lease, except that the transfer of the outstanding capital stock of Tenantany corporate tenant, if or subtenant, shall be deemed not to include the sale of such stock by persons or parties other than those deemed "Affiliates" of Tenant is a corporation within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended, through the "over-the-counter market" or fifty (50%) percent or more of the ownership interests of Tenantthrough any recognized stock exchange, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (ii), be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy or collection takeover agreement shall be deemed a waiver or any transfer of Tenant's covenants contained in this Article 7 or elsewhere in this Lease or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease on the part of the tenant hereunder to be kept, performed or observed. Tenant's liability under this Lease, in the event of (iii) an agreement by any other person or entity, directly or indirectly, to assume Tenant's obligations under this Lease shall be deemed an assignment, (iv) 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 Article 11, and (v) a modification, amendment or extension of a sublease shall be deemed a sublease. Tenant shall promptly notify Landlord of any proposed assignment, sublease or "transfer", as defined in this Section. Notwithstanding anything herein to the contrary, provided Tenant is not at in default beyond any time be releasednotice and cure period, relieved under the terms of this Lease, Tenant shall have the right to assign the Lease or discharged sublet portions of the Demised Premises (i) to an affiliate of Tenant, (ii) in connection with any merger or acquisition of or by reason of Tenant or (iii)to any applicable governmental agency in connection with any economic development incentives received by Tenant without Landlord's consent to such prior written consent, provided that Tenant notifies Landlord of said assignment nor or sublease, in writing, which notice shall Tenant at any time be released, relieved or discharged of any such obligations include a copy of the parties to this Lease fully executed assignment or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenantsublease, as the case may be, shall have no right, and shall not be entitled, to exercise any option contained in this Lease which same may be exercised by Tenantapplicable. Nothing herein will allow Tenant or its subtenant or assignee to use the Demised Premises in any manner other than the Permitted Use.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. (a) Tenant 17.1 TENANT covenants and agrees, agrees for Tenant TENANT and its successors, assigns and legal representatives, that neither this Lease nor the term and estate hereby granted, nor any part hereof of or thereof, will be assigned, mortgaged, pledged, encumbered or otherwise transferred (whether voluntarily, involuntarily, by operation of or law, or otherwise), and that neither the premisesPremises, nor any part thereof, will be encumbered in any manner by reason of any act or omission on the part of TenantTENANT, or will be used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges or as a concession, by anyone other than TenantTENANT, or for any purpose other than as hereinbefore set forth, or will be sublet, without the prior written consent of Landlord OWNER in every case and any attempt thereat shall be void any case; except Tenant may sublet to a subsidiary of no force or effect. For Communication Development Concepts ---------------------------------- without written consent of OWNER, however, TENANT will remain primarily liable to OWNER in the purposes event of a sublet provided, however, that if TENANT is a corporation, the assignment of transfer of this Lease, (i) and the transfer or transferee or sale or sales (in either one or a series of transactions) of fifty (50%) percent or more of the capital stock of Tenantterm and estate hereby granted, if Tenant to any corporation into which TENANT is a corporation or fifty (50%) percent or more of the ownership interests of Tenant, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into merged or with an other which TENANT is consolidated (such corporation or business entity shall, being hereinafter in each instance referred to in the preceding clauses (ithis Section 17 called "Assignee") and (ii), be deemed to be an assignment of this Lease requiring without the prior written consent of Landlord as herein set forth. If this Lease OWNER shall not be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupantdeemed to be prohibited hereby if, and apply upon the net amount collected express condition that, Assignee shall promptly execute, acknowledge and deliver to the rent herein reservedOWNER an agreement in form and substance satisfactory to OWNER whereby Assignee shall assume and agree to perform and to be personally bound by and upon, but no such assignment, subletting, occupancy or collection shall be deemed a waiver or any of Tenant's covenants contained in this Article 7 or elsewhere in this Lease or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of all the covenants, agreements, terms, provisions and conditions of set forth in this Lease on the part of the tenant hereunder TENANT to be keptperformed and whereby Assignee shall expressly agree that the provisions of this Section 17 shall, performed notwithstanding such assignment or observedtransfer, continue to be binding upon it with respect to all future assignments and transfers. Tenant's liability under A transfer of fifty percent or greater interest (whether stock, partnership interest or otherwise) of TENANT shall be deemed to be an assignment of this Lease, either in the event one transaction or in any series of an assignment, shall not at any time be released, relieved or discharged by reason of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved or discharged of any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenant, as the case may be, shall have no right, and shall not be entitled, to exercise any option contained in this Lease which may be exercised by Tenanttransactions within a fourteen month period.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. (a) Tenant covenants and agrees, for Tenant and its successors, assigns and legal representatives, agrees that neither this Lease nor the term and estate hereby granted, granted nor any part hereof of thereofinterest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred (whether voluntarily, involuntarily, voluntarily or by operation of law, or otherwise), and that neither the premisesDemised Premises, nor any part thereof, will be encumbered in any manner by reason of any act or omission on the part of Tenant, or will be used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges or as a concessionany reason whatsoever, by anyone other than Tenant, or for any use or purpose other than as hereinbefore set forthstated in Article 1, or will be sublet, without the prior written consent of Landlord in every case. Such consent shall not, in the case of a proposed subletting, be unreasonably withheld or delayed. In connection with any request by Tenant for such consent, Tenant shall submit to Landlord, in writing, a statement containing all of the terms and any attempt thereat provisions upon which the proposed transaction is to occur. If the rent received by Tenant on account of a proposed assignment or sublease requiring such consent exceeds the Yearly Fixed Rent and Additional Rent, allocated to the space subject to the assignment or sublease in the proportion of the area of such space to the area of the entire Demised Premises, plus actual out-of-pocket expenses incurred by Tenant in connection therewith, including brokerage commissions, marketing expenses and the cost of preparing such space for occupancy, Tenant shall be void any pay to Landlord one hundred (100) percent of no force such excess, as received by Tenant. Notwithstanding the foregoing provisions of this paragraph and except as otherwise hereinafter set forth, in the event Tenant proposes to assign this Lease or effect. For enter into a sublease such that all or substantially all of the purposes Demised Premises will have been sublet, Landlord, at Landlord’s option, may give to Tenant, within thirty (30) days after the submission by Tenant to Landlord of such proposal, a notice terminating this Lease on the date (referred to as the “Earlier Termination Date”) immediately prior to the effective date of the proposed assignment or the proposed commencement date of the term of the proposed subletting, as set forth in such proposal, and, in the event such notice is given, this Lease and the Term shall come to an end and expire on the Earlier Termination Date with the same effect as if it were the date originally fixed in this Lease for the end of the Term of this Lease, (i) and the transfer Rent shall be apportioned as of said Earlier Termination Date and any prepaid portion of Rent for any period after such date shall be refunded by Landlord to Tenant. The failure by Landlord to exercise its option under this Article with respect to any assignment or transferee subletting shall not be deemed a waiver of such option with respect to any extension of such sublease or sale any subsequent assignment or sales (subletting. Tenant shall reimburse Landlord promptly, as Additional Rent, for reasonable legal and other expense incurred by Landlord in either one connection with any request by Tenant for any consent required under the provisions of this Article. Notwithstanding the foregoing, Tenant may, following notice to Landlord but without the requirement of obtaining Landlord’s consent or a series affording Landlord an opportunity to terminate this Lease, and so long as Tenant is not in default beyond the applicable grace or cure period at the time of transactions) of fifty (50%) percent such notice or more at any time thereafter until the effective date of the capital stock assignment or the commencement date of the term of the subletting (as the case may be), assign this Lease or sublease all or any portion of the Demised Premises to any entity which is a parent, subsidiary or affiliate of Tenant or assign this Lease to any entity with which Tenant may merge or consolidate or which results from any such merger or consolidation or to which Tenant may sell all or substantially all of its assets as a going concern (such entity with which Tenant may merge or consolidate or which results from any such merger or consolidation or to which Tenant may sell all or substantially all of its assets as aforesaid being hereinafter referred to as a “Successor”), provided however that, forthwith upon any assignment allowed pursuant to this paragraph, Tenant shall deliver to Landlord an agreement in form and substance reasonably satisfactory to Landlord which contains an appropriate covenant of assumption by such assignee, and provided further that in the case of any such assignment to a Successor, such Successor shall have financial resources and a general business reputation comparable to those of Tenant as of the time of such assignment. The listing of any name other than that of Tenant, if Tenant is a corporation or fifty (50%) percent or more whether on the doors of the ownership interests of TenantDemised Premises or on the Building directory, if Tenant is a partnership or (ii) a merger otherwise, shall not operate to vest any right or consolidation of Tenant into interest in this Lease or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (ii), Demised Premises or be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forthmentioned in this Article, it being expressly understood that any such listing is a privilege extended by Landlord revocable at will by written notice to Tenant. If this Lease be assigned assigned, or if the premises Demised Premises or any part thereof by be sublet or occupied by anybody other than Tenant, Landlord may, after may at any time and from time to time following any default by TenantTenant hereunder beyond the applicable grace period, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent Rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver or any of Tenant's covenants contained in this Article 7 or elsewhere in this Lease covenant, or the acceptance of the assignee, subtenant or occupant as Tenanta tenant, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease covenants on the part of the tenant hereunder Tenant herein contained. The consent by Landlord to be kept, performed an assignment or observed. Tenant's liability under this Lease, in the event of an assignment, subletting or occupancy shall not at in any time way be released, relieved construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or discharged by reason of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved subletting or discharged of any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenant, as the case may be, shall have no right, and shall not be entitled, to exercise any option contained in this Lease which may be exercised by Tenantoccupancy.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. (a) Tenant Sublessee covenants and agrees, for Tenant and its successors, assigns and legal representatives, agrees that neither this Lease Sublease nor the term and estate hereby granted, granted nor any part hereof of thereofinterest herein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred (whether voluntarily, involuntarily, voluntarily or by operation of law, or otherwise), and that neither the premisesSublease Premises, nor any part thereof, will be encumbered in any manner by reason of any act or omission on the part of TenantSublessee, or will be used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges or as a concessionany reason whatsoever, by anyone other than TenantSublessee, or for any use or purpose other than as hereinbefore set forthpermitted hereunder, or will be sublet, or offered or advertised for subletting, without the prior written consent of Sublessor and Landlord in every case and any attempt thereat case, which consent shall not be void any of no force unreasonably withheld or effectdelayed. For the purposes of this Lease, Sublessor's consent shall not be considered unreasonably withheld if: (i1) the transfer or transferee or sale or sales proposed transferee's financial condition is unacceptable in the reasonable judgment of Sublessor; (in either one or a series of transactions2) of fifty (50%) percent or more the proposed transferee's business is not suitable for the Building considering the business of the capital stock other tenants and the Building's prestige or would result in a violation of Tenant, if Tenant an exclusive right granted to another tenant in the Building; (3) the proposed use is [substantially] different than the Permitted Use in the reasonable judgment of Sublessor; (4) the proposed transferee is a corporation government agency or fifty (50%) percent or more occupant of the ownership interests BioSquare Project (unless the proposed transferee is the Sublessor, pursuant to a proposed Sub-Sublease having the same terms and conditions as this Sublease); (5) Sublessee is in default at the time of Tenant, if Tenant is a partnership such request or effective date of any transfer; or (ii6) a merger or consolidation of Tenant into or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (ii), be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the 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 or any of Tenant's covenants contained in this Article 7 or elsewhere in this Lease or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease on the part of the tenant hereunder to be kept, performed or observed. Tenant's liability under this Lease, in the event of an assignment, shall not at any time be released, relieved or discharged by reason of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved or discharged of any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises Building or Sublease Premises would become subject to additional or different governmental laws or regulations as consequence of the proposed transfer and/or the proposed transferee's use and occupancy of the Sublease Premises. Sublessee acknowledges that the foregoing is not intended to be subletan exclusive list of the reasons for which Sublessor may reasonably withhold its consent to a proposed transfer. Any attempted transfer in violation of the terms of this Section shall, the assignee at Sublessor's option, be void. Consent by Sublessor to one or subtenant, as the case may be, shall have no right, and more transfers shall not be entitledoperate as a waiver of Sublessor's rights as to any subsequent transfers. In addition, to exercise Sublessee shall not, without Sublessor's consent, publicly advertise the proposed rental rate for any option contained in this Lease which may be exercised by Tenanttransfer.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. (a) 7.1. Except as otherwise permitted in this Article Seven, the Tenant covenants and agreescovenants, for the Tenant and its successors, assigns and legal representatives, that that, without the prior written consent of the Landlord in each instance, neither this Lease nor the term and estate hereby granted, nor any part hereof of or thereof, nor any of the licenses hereby granted will be assigned, mortgaged, pledged, encumbered or otherwise transferred (whether voluntarilyit being agreed that (y) issuance by the Tenant of stock and/or the transfer of already-issued stock/partnership interests, involuntarilyin one or more transactions so as to (i) transfer (directly or indirectly) control of the Tenant or (ii) transfer 50% or more of an interest in the Tenant, by operation of lawother than through over-the-counter or national securities exchange transactions, or otherwise(z) sale or transfer of 25% or more of the assets of the Tenant in one or more transactions, other than in the ordinary course of business, shall, in any of the events described in the foregoing clauses (y) and (z), be deemed an assignment of this Lease), and that neither the premisesPremises nor the Licensed Spaces, nor any part thereofof the Premises or any of the Licensed Spaces, will be encumbered in any manner by reason of any act or omission on the part of the Tenant, or will be used or occupied, or permitted to be used or occupied, or utilized for desk space or space, for mailing privileges or as a concession, by anyone other than the Tenant; provided, however, that (a) an assignment or for transfer of this Lease and the term and estate hereby granted, together with the licenses hereby granted, to any purpose corporation or other than as hereinbefore set forth, entity into which the Tenant is merged or will be sublet, with which the Tenant is consolidated (such corporation or other entity being hereinafter in this Article called the "Assignee") without the prior written consent of the Landlord in every case shall not be deemed to be prohibited hereby if, and any attempt thereat shall be void any of no force upon the express conditions that, (i) the primary purpose for such merger or effect. For consolidation is other than the purposes transfer of this Lease, (iii) the transfer or transferee or sale or sales (in either one or surviving entity has a series of transactions) of fifty (50%) percent or more net worth at least equal to that of the capital stock Tenant's on the date hereof or the date of Tenant, if Tenant is a corporation or fifty (50%) percent or more of the ownership interests of Tenant, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into or with an other corporation or business entity shallconsolidation, in each instance referred to in the preceding clauses (i) whichever is greater, and (ii)iii) within thirty (30) days following the merger or consolidation, be deemed the Assignee shall have executed and delivered to the Landlord an agreement in form and substance reasonably satisfactory to the Landlord whereby the Assignee shall agree to be an assignment of this Lease requiring personally bound by and upon all the prior written consent of Landlord as herein provisions set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the 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 or any of Tenant's covenants contained forth in this Article 7 or elsewhere in this Lease or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease on the part of the tenant hereunder Tenant to be kept, performed observed or observed. Tenant's liability under performed, and whereby the Assignee shall expressly agree that the provisions of this Article shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers, and (b) the Landlord will consent to the Tenant assigning, subletting or otherwise permitting the Premises to be used and occupied for the purposes specified in, and subject to the provisions of, this Lease, by any subsidiary or affiliate of the Tenant, but only for so long as the occupant remains a subsidiary or affiliate of the Tenant, provided that (i) the Tenant provides reasonable evidence of the relationship of the subsidiary or affiliate to the Tenant, (ii) in the event of an assignment, shall not at any time be released, relieved or discharged by reason of Landlord's consent to reasonable judgment the subsidiary or affiliate is of a character and engaged in a business such assignment nor as in keeping with the standards in those respects for the Building and its occupancy and (iii) it being understood that an entity shall Tenant at any time only be released, relieved or discharged of any such obligations a subsidiary of the parties to this Lease Tenant if the Tenant owns, directly or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion indirectly, more than 50% of the premises be subletstock, partnership or other ownership interests in the assignee or subtenant, as the case may be, shall have no rightentity, and shall not only be entitledan affiliate of the Tenant if under common ownership, to exercise any option contained that is, direct or indirect ownership by an entity holding more than 50% of the stock, partnership or other ownership interests in this Lease which may be exercised by Tenantboth the Tenant and such affiliate.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. 13.01 Tenant shall not (a) Tenant covenants and agrees, for Tenant and its successors, assigns and legal representatives, that neither assign or otherwise transfer this Lease nor or the term and estate hereby granted, nor (b) sublet the Demised Premises or any part hereof thereof or allow the same to be used or occupied by others or in violation of thereofArticle 5, will be assigned(c) mortgage, mortgaged, pledged, encumbered pledge or otherwise transferred (whether voluntarily, involuntarily, by operation of law, encumber this Lease or otherwise), and that neither the premises, nor Demised Premises or any part thereof, will be encumbered thereof in any manner by reason of any act or omission on the part of Tenant, or will be used or occupied(d) advertise, or permitted authorize a broker to be used advertise, for a subtenant or occupiedan assignee, or utilized for desk space or for mailing privileges or as a concessionwithout, by anyone other than Tenantin each instance, or for any purpose other than as hereinbefore set forth, or will be sublet, without obtaining the prior written consent of Landlord Landlord, except as otherwise expressly provided in every case and any attempt thereat shall be void any of no force or effectthis Article 13. For the purposes of this LeaseArticle 13, (i) the transfer of a majority of the issued and outstanding capital stock of any corporate tenant, or transferee of a corporate subtenant, or sale the transfer of a majority of the total interest in any partnership tenant or sales (subtenant, however accomplished, whether in either one a single transaction or in a series of related or unrelated transactions) of fifty (50%) percent or more of the capital stock of Tenant, if Tenant is a corporation or fifty (50%) percent or more of the ownership interests of Tenant, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (ii), shall be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the 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 or any of Tenant's covenants contained in this Article 7 or elsewhere in this Lease or the acceptance of the assignee, subtenant or occupant as TenantLease, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease on the part of the tenant hereunder to be kept, performed or observed. Tenant's liability under this Lease, in the event of an assignment, shall not at any time be released, relieved or discharged by reason of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved or discharged of any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenantsublease, as the case may be, except that the transfer of the outstanding capital stock of any corporate tenant, or subtenant, shall have no rightbe deemed not to include the sale of such stock by persons or parties, through the “over-the-counter market” or through any recognized stock exchange, other than those deemed “insiders” within the meaning of the Securities Exchange Act of 1934 as amended, (ii) a takeover agreement shall be deemed a transfer of this Lease, (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 Article 13, and (iv) a modification, amendment or extension of a sublease shall not be entitleddeemed a sublease. In no event shall any subtenant further sublet the space demised to it or assign its sublease without Landlord’s prior consent. Tenant shall pay to Landlord on demand, as additional rent with each request for its consent, Landlord’s actual and reasonable costs in responding to exercise any option contained in this Lease which may be exercised by and approving Tenant’s requested consent.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. 11.01. Except as otherwise provided herein, Tenant shall not (a) Tenant covenants and agrees, for Tenant and its successors, assigns and legal representatives, that neither assign or otherwise transfer this Lease nor or the term and estate hereby granted, nor (b) sublet the demised premises or any part hereof thereof or allow the same to be used or occupied by others or in violation of thereofArticle 5 hereof, will be assigned(c) mortgage, mortgaged, pledged, encumbered pledge or otherwise transferred (whether voluntarily, involuntarily, by operation of law, encumber this Lease or otherwise), and that neither the premises, nor demised premises or any part thereof, will be encumbered thereof in any manner or permit any lien to be filed against the Lease, the demised premises or the Building by reason of any act or omission on the part of Tenant, or will be used or occupied(d) publicly advertise, or permitted authorize a broker to be used or occupied, or utilized for desk space or for mailing privileges or as a concession, by anyone advertise (other than Tenantlisting with brokers), for a subtenant or an assignee, if such advertisement states a rental rate for any purpose other than as hereinbefore the demised premises without, in each instance set forthforth in the foregoing clauses (a) through (d) of this Section 11.01, or will be sublet, without obtaining the prior written consent of Landlord Landlord, except as otherwise expressly provided in every case and this Article 11 (except that Tenant may continue to use any attempt thereat shall be void any of no force or effectadvertisement which was previously approved by Landlord). For the purposes of this LeaseArticle 11 and except as otherwise expressly permitted in Section 11.02 hereof, (i) the transfer of a majority of the issued and outstanding capital stock of any corporate tenant, or transferee of a corporate subtenant, or sale the transfer of a majority of the total interest in any partnership tenant or sales (subtenant, however accomplished, whether in either one a single transaction or in a series of transactions) of fifty (50%) percent or more of the capital stock of Tenant, if Tenant is a corporation or fifty (50%) percent or more of the ownership interests of Tenant, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (ii), shall be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the 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 or any of Tenant's covenants contained in this Article 7 or elsewhere in this Lease or the acceptance of the assignee, subtenant or occupant as TenantLease, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease on the part of the tenant hereunder to be kept, performed or observed. Tenant's liability under this Lease, in the event of an assignment, shall not at any time be released, relieved or discharged by reason of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved or discharged of any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenantsublease, as the case may be, except that the transfer of the outstanding capital stock of any corporate tenant, or subtenant, shall have no rightbe deemed not to include the sale or transfer of such stock by persons or parties through the "over-the-counter market" or through any recognized stock exchange, and shall not be entitled(ii) any person or legal representative of Tenant, to exercise any option contained in whom Tenant's interest under this Lease passes by operation of law, or otherwise, shall be bound by the provisions of this Article 11; and (iii) a modification, amendment or extension of a sublease which may modifies (w) the use permitted thereunder, (x) the financial terms thereof, (y) the premises demised thereunder, or (z) the term thereof, shall be exercised by Tenantdeemed a sublease.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. 11.01. Except as otherwise expressly provided in this Article 11, Tenant shall not without, in each instance, obtaining the prior consent of Landlord, which consent shall not be unreasonably withheld or delayed, (a) Tenant covenants and agrees, for Tenant and its successors, assigns and legal representatives, that neither assign or otherwise transfer this Lease nor or the term and estate hereby granted, nor any (b) sublet all or part hereof of thereofthe demised premises or allow the same to be used or occupied by others or in violation of Article 5, will be assigned(c) mortgage, mortgaged, pledged, encumbered pledge or otherwise transferred (whether voluntarily, involuntarily, by operation encumber this Lease or all or part of law, or otherwise), and that neither the premises, nor any part thereof, will be encumbered demised premises in any manner by reason of any act or omission on the part of Tenant, or will be used or occupied(d) advertise, or permitted authorize a broker to be used advertise, for a subtenant for all or occupied, or utilized for desk space part of the demised premises or for mailing privileges or as a concession, by anyone other than Tenant, or for any purpose other than as hereinbefore set forth, or will be sublet, without the prior written consent an assignee of Landlord in every case and any attempt thereat shall be void any of no force or effectthis Lease. For the purposes of this LeaseArticle 11, (i) the transfer of a majority of the issued and outstanding capital stock of any corporate tenant or transferee subtenant, or sale the transfer of a majority of the total interest in any other entity (partnership or sales (otherwise) which is a tenant or subtenant, however accomplished, whether in either one a single transaction or in a series of related or unrelated transactions) of fifty (50%) percent or more of the capital stock of Tenant, if Tenant is a corporation or fifty (50%) percent or more of the ownership interests of Tenant, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (ii), shall be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the 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 or any of Tenant's covenants contained in this Article 7 or elsewhere in this Lease or the acceptance of the assignee, subtenant or occupant as TenantLease, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease on the part of the tenant hereunder to be kept, performed or observed. Tenant's liability under this Lease, in the event of an assignment, shall not at any time be released, relieved or discharged by reason of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved or discharged of any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenantsublease, as the case may be, (ii) a takeover agreement shall be deemed a transfer of this Lease, (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 Article 11, and (iv) a modification, amendment or extension without Landlord's prior written consent of a sublease previously consented to by Landlord shall be deemed a new sublease. Tenant agrees to furnish to Landlord upon demand at any time and from time to time such information and assurances as Landlord may reasonably request that neither Tenant, nor any subtenant, shall have no right, and shall not be entitled, to exercise any option contained in violated the provisions of this Lease which may be exercised by TenantSection 11.01.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. 11.01 Tenant shall not (a) Tenant covenants and agrees, for Tenant and its successors, assigns and legal representatives, that neither assign or otherwise transfer this Lease nor or the term and estate hereby granted, nor (b) sublet the demised premises or any part thereof or allow the same to be used or occupied by others or in violation of Article 5 hereof of thereofor (c) mortgage, will be assigned, mortgaged, pledged, encumbered pledge or otherwise transferred (whether voluntarily, involuntarily, by operation of law, encumber this Lease or otherwise), and that neither the premises, nor demised premises or any part thereof, will be encumbered thereof in any manner or permit any lien to be filed against this Lease, the demised premises or the Building by reason of any act or omission on the part of TenantTenant or enter into any agreement which would permit the filing of a lien by any broker without, or will be used or occupiedin each instance, or permitted to be used or occupied, or utilized for desk space or for mailing privileges or as a concession, by anyone other than Tenant, or for any purpose other than as hereinbefore set forth, or will be sublet, without obtaining the prior written consent of Landlord Landlord, except as otherwise expressly provided in every case and any attempt thereat shall be void any of no force or effectthis Article 11. For the purposes of this LeaseArticle 11, (i) the transfer of a majority of the issued and outstanding capital stock of any corporate tenant, or transferee of a corporate subtenant, or sale the transfer of a majority of the total interest in any partnership tenant or sales (subtenant, however accomplished, whether in either one a single transaction or in a series of related or unrelated transactions) of fifty (50%) percent or more of the capital stock of Tenant, if Tenant is a corporation or fifty (50%) percent or more of the ownership interests of Tenant, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (ii), shall be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the 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 or any of Tenant's covenants contained in this Article 7 or elsewhere in this Lease or the acceptance of the assignee, subtenant or occupant as TenantLease, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease on the part of the tenant hereunder to be kept, performed or observed. Tenant's liability under this Lease, in the event of an assignment, shall not at any time be released, relieved or discharged by reason of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved or discharged of any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenantsublease, as the case may be, except that the transfer of any of the outstanding capital stock of any corporate tenant, or subtenant, shall have no rightbe deemed not to include the sale (including a public offering) of such stock by persons or parties, through the "over-the-counter market" or through any recognized stock exchange, other than those deemed "insiders" within the meaning of the Securities Exchange Act of 1934 as amended, (ii) a takeover agreement shall be deemed a transfer of this Lease, (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 Article 11, and (iv) a modification, amendment or extension of a sublease shall not be entitled, to exercise any option contained in this Lease which may be exercised by Tenantdeemed a sublease.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. (a) Except as may be otherwise specifically provided in this Lease, the Tenant covenants and agrees, for the Tenant and its successors, assigns and legal representatives, that neither this Lease nor the term and estate hereby granted, nor any part hereof of or thereof, will be assigned, mortgaged, pledged, encumbered or otherwise transferred (whether voluntarily, involuntarily, by operation of law, or otherwise)transferred, and that neither the premises, nor any part thereof, will be encumbered in any manner by reason of any act or omission on the part of the Tenant, or will be used or occupied, or permitted to be used or occupied, or utilized for desk space or space, for mailing privileges or as a concession, by anyone other than the Tenant, or for any purpose other than as hereinbefore set forth, or will be sublet, or offered or advertised for subletting, without the prior written consent of the Landlord in every case and any attempt thereat shall be void any of no force such case; provided, however, that, if the Tenant is a corporation, (a) the assignment or effect. For the purposes transfer of this Lease, and the term and estate hereby granted, to any corporation into which the Tenant is merged or with which the Tenant is consolidated (isuch corporation being hereinafter in this Article called "the Assignee") without the transfer or transferee or sale or sales (in either one or a series of transactions) of fifty (50%) percent or more prior consent of the capital stock of Tenant, if Tenant is a corporation or fifty (50%) percent or more of the ownership interests of Tenant, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (ii), Landlord shall not be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupantprohibited hereby if, and apply upon the net amount collected express condition that, the Assignee shall have executed, acknowledged and delivered to the rent herein reservedLandlord an agreement in form and substance satisfactory to the Landlord whereby the Assignee shall agree to be personally bound by and upon all the covenants, but no such assignmentagreements, sublettingterms, occupancy or collection shall be deemed a waiver or any of Tenant's covenants contained in this Article 7 or elsewhere provisions and conditions set forth in this Lease or on the acceptance part of the assigneeTenant to be kept, subtenant observed or occupant as Tenantperformed, and whereby the Assignee shall expressly agree that the provisions of this Article shall, notwithstanding such assignment or a release of transfer, continue to be binding upon it with respect to all future assignments and transfers, and (b) the Tenant as sub-lessor or assignor from the further performance by Tenant of may, subject to the covenants, agreements, terms, provisions and conditions of this Lease Lease, permit the premises to be used and occupied for the purposes herein specified by any subsidiary of the Tenant without the prior consent of the Landlord. The Landlord will, at the request of the Tenant, maintain listings on the part Building directory of the tenant hereunder to names of the Tenant and any other person, firm or corporation in occupancy of the premises or any part thereof as permitted hereunder, and the names of any officers or employees of any of the foregoing, provided, however, that the number of names so listed shall be kept, performed or observed. Tenant's liability under this Lease, in the event same proportion to the capacity of an assignmentthe Building directory as the aggregate number of square feet of rentable area of the premises is to the aggregate number of square feet of rentable area of the Building. The listing of any name other than that of the Tenant, whether on the doors or windows of the premises, on the Building directory, or otherwise, shall not at operate to vest any time be released, relieved right or discharged by reason of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved or discharged of any such obligations of the parties to interest in this Lease or by any stipulation extending any time for performance hereunder in the premises or Landlord's waiver be deemed to be the consent of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth the Landlord mentioned in this Lease. If this Lease be assigned or if all or Article, it being expressly understood that any portion of such listing (other than a listing conforming with the premises be sublet, next preceding sentence hereof) is a privilege extended by the assignee or subtenant, as Landlord revocable at will by notice to the case may be, shall have no right, and shall not be entitled, to exercise any option contained in this Lease which may be exercised by Tenant.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. (a) Tenant covenants and agrees36.01 Subject to Section 36.02, for Tenant and its successors, assigns and legal representatives, that neither this Lease nor the term and estate hereby granted, nor any part hereof of thereof, will or thereof shall be assigned, mortgaged, pledged, encumbered or otherwise transferred (whether voluntarily, involuntarily, by operation of law, law or otherwise), and that neither the premisesDemised Premises, nor any part thereofthereof shall be subleased, will 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 will other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be used assigned or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges or as a concession, by anyone other than Tenant, or for any purpose other than as hereinbefore set forth, or will be subletotherwise encumbered, without the prior written consent of Landlord in every case and any attempt thereat shall be void any Landlord. The dissolution or direct or indirect transfer of no force or effect. For the purposes of this Lease, Control (i) the transfer or transferee or sale or sales (in either one or a series of transactionsas defined below) of fifty Tenant (50%) percent however accomplished including, by way of example, the admission of new partners or more members or withdrawal of the capital stock existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, if Tenant is a corporation issuance of additional stock, redemption of stock, stock voting agreement, or fifty (50%change in classes of stock) percent or more of the ownership interests of Tenant, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (ii), shall be deemed to be an assignment of this Lease requiring regardless of whether the transfer is made by one or more transactions, or whether one or more persons or entities hold the controlling interest prior written consent to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Landlord as herein set forth. If Tenant’s obligations under this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the 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 an assignment of this Lease. No assignment or any of Tenant's covenants contained in this Article 7 or elsewhere in this Lease or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions other transfer of this Lease on and the part term and estate hereby granted, and no subletting of the tenant hereunder to be kept, performed or observed. Tenant's liability under this Lease, in the event of an assignment, shall not at any time be released, relieved or discharged by reason of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved or discharged of any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenant, as the case may be, Demised Premises shall have no right, and shall not be entitled, to exercise any option contained in relieve Tenant of its liability under this Lease which may 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 36 shall be exercised by Tenant.null and void. “

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. (a) Tenant Sublessee covenants and agreesagrees that except as otherwise expressly provided herein, for Tenant and its successors, assigns and legal representatives, that neither this Lease Sublease nor the term and estate hereby granted, granted nor any part hereof of thereofinterest herein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred (whether voluntarily, involuntarily, voluntarily or by operation of law, or otherwise), and that neither the premisesSublease Premises, nor any part thereof, will be encumbered in any manner by reason of any act or omission on the part of TenantSublessee, or will be used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges or as a concessionany reason whatsoever, by anyone other than TenantSublessee, or for any use or purpose other than as hereinbefore set forthpermitted hereunder, or will be sublet, or offered or advertised for subletting, without the prior written consent of Sublessor and Landlord in every case and any attempt thereat case, which consent shall not be void any of no force unreasonably conditioned, withheld or effectdelayed. For the purposes of this LeaseSublessor's consent shall not be considered unreasonably withheld, delayed or conditioned if: (i1) the transfer or transferee or sale or sales (in either one or a series of transactions) of fifty (50%) percent or more of the capital stock of Tenant, if Tenant is a corporation or fifty (50%) percent or more of the ownership interests of Tenant, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (ii), be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the 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 or any of Tenant's covenants contained in this Article 7 or elsewhere in this Lease or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease on the part of the tenant hereunder to be kept, performed or observed. Tenant's liability under this Lease, in the event of an assignmenta proposed transfer, shall not at any time the proposed transferee's financial condition is such that, in the reasonable judgment of Sublessor, such proposed transferee will be releasedunable to fulfill all of its obligations under the Sublease or the sub-sublease, relieved or discharged by reason of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved or discharged of any such obligations as applicable for the remainder of the parties Term or the term of the sub-sublease, as applicable; (2) the proposed transferee's business is not suitable for the Building considering the business of the other tenants and the Building's prestige or would result in a violation of an exclusive right granted to this Lease another tenant in the Building; (3) the proposed use is different than the Permitted Use; (4) the proposed transferee is a government agency or by any stipulation extending any time for performance hereunder or Landlord's waiver occupant of performance the Building; (5) Sublessee is in default after the giving of any obligation hereunder or Landlord's failure to enforce any obligation the applicable notice and the expiration of the applicable grace period set forth in this Lease. If this Lease be assigned herein; or if all or (6) any portion of the premises Building or Sublease Premises would become subject to additional or different governmental laws or regulations as consequence of the proposed transfer and/or the proposed transferee's use and occupancy of the Sublease Premises. Notwithstanding the foregoing, Sublessor will not withhold its consent solely because the proposed subtenant or assignee is an occupant of the Building if Sublessor does not have space available for lease in the Building that is 37 44 comparable to the space Sublessee desires to sublet or assign and available for the length of term requested by such subtenant or assignee. Sublessee acknowledges that the foregoing is not intended to be an exclusive list of the reasons for which Sublessor may reasonably withhold its consent to a proposed transfer. Any attempted transfer in violation of the terms of this Section shall, at Sublessor's option, be void. Consent by Sublessor to one or more transfers shall not operate as a waiver of Sublessor's rights as to any subsequent transfers. In addition, Sublessee shall not, without Sublessor's consent, publicly advertise the proposed rental rate for any transfer. For purposes of this Sublease, transfer shall mean the assignment (collateral or otherwise), mortgage, sublease, transfer, pledge or encumbrance by Sublessee of this Sublease or any interest therein or the grant by Sublessee of any license, concession or other right of occupancy of the Sublease Premises or any portion thereof. If Sublessee requests Sublessor's consent to a transfer, Sublessee, together with such request for consent, shall provide Sublessor with the name of the proposed transferee and the nature of the business of the proposed transferee, the term, use, rental rate and all other material terms and conditions of the proposed transfer, including, without limitation, a copy of the proposed assignment, sublease or other contractual documents and evidence reasonably satisfactory to Sublessor that the proposed transferee is financially responsible. Notwithstanding Sublessor's agreement to act reasonably under this Section, Sublessor may, within forty-five (45) days after its receipt of all information and documentation required herein, either (1) consent to or reasonably refuse to consent to such transfer in writing; or (2) if Sublessee proposes to sublease or assign more than 1/3 of the Sublease Premises to a third-party, cancel and terminate this Lease with respect to the portion of the Sublease Premises that Sublessee proposes to assign or sublet, upon forty-five (45) days' notice, in accordance with the assignee recapture provisions set forth below. Notwithstanding the foregoing, provided Sublessee is not in default after the giving of notice and the expiration of the applicable grace period set forth herein, Sublessee shall have the right to make without Sublessor's prior written consent, but with prior written notification to Sublessor, one or subtenantmore transfers to (a) a parent, subsidiary, an entity under common control with Sublessee, or division of Sublessee, (b) any entity with which or into which Sublessee may consolidate or merge, or (c) any person or entity acquiring all or substantially all of the assets of Sublessee, provided that, simultaneously with any such transfer if such transfer shall be an assignment, Sublessee shall deliver to Sublessor an agreement in form and substance reasonably satisfactory to Sublessor which contains an appropriate covenant of assumption by such transferee of all obligations arising under this Sublease from and after the effective date of such assignment; and provided further that Sublessee shall have submitted to Sublessor prior thereto financial statements or other materials reasonably satisfactory to Sublessor evidencing that such transferee has financial resources necessary to fulfill its obligations under the Sublease or the sub-sublease, as the case may be, applicable. The foregoing transfers (a) - (c) shall have no right, and shall not be entitled, referred to exercise any option contained in this Lease which may be exercised by Tenantherein as "permitted transfers".

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. 11.01 Tenant shall not (a) Tenant covenants and agrees, for Tenant and its successors, assigns and legal representatives, that neither assign or otherwise transfer this Lease nor or the term and estate hereby granted, nor (b) sublet the demised premises or any part thereof or allow the same to be used or occupied by others or in violation of Article 5 hereof (except that if Landlord allows a particular use in the Building not provided in Article 5 hereof to tenants comprising, in the aggregate, over forty percent (40%) of thereofthe rentable square feet in the Building, will such use shall be assigned, mortgaged, pledged, encumbered or otherwise transferred (whether voluntarily, involuntarily, by operation allowed under this Lease with respect to any assignments and subletting of law, or otherwisethe demised premises), and that neither (c) mortgage, pledge or encumber this Lease or the premises, nor demised premises or any part thereof, will be encumbered thereof in any manner or permit any lien to be filed against the Lease, the demised premises or the Building by reason of any act or omission on the part of TenantTenant or enter into any agreement which would permit the filing of a lien by any broker, or will be used or occupied(d) advertise, or permitted authorize a broker to be used advertise, for a subtenant or occupiedan assignee, or utilized for desk space or for mailing privileges or as a concessionwithout, by anyone other than Tenantin each instance, or for any purpose other than as hereinbefore set forth, or will be sublet, without obtaining the prior written consent of Landlord Landlord, except as otherwise expressly provided in every case and any attempt thereat shall be void any of no force or effectthis Article 11. For the purposes of this LeaseArticle 11, (i) the transfer of a majority of the issued and outstanding capital stock of any corporate tenant, or transferee of a corporate subtenant, or sale the transfer of a majority of the total interest in any partnership tenant or sales (subtenant, however accomplished, whether in either one a single transaction or in a series of related or unrelated transactions) of fifty (50%) percent or more of the capital stock of Tenant, if Tenant is a corporation or fifty (50%) percent or more of the ownership interests of Tenant, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (ii), shall be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the 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 or any of Tenant's covenants contained in this Article 7 or elsewhere in this Lease or the acceptance of the assignee, subtenant or occupant as TenantLease, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease on the part of the tenant hereunder to be kept, performed or observed. Tenant's liability under this Lease, in the event of an assignment, shall not at any time be released, relieved or discharged by reason of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved or discharged of any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenantsublease, as the case may be, except that the transfer of the outstanding capital stock of any corporate tenant, or subtenant, shall have no rightbe deemed not to include the sale of such stock by persons or parties through the "over-the-counter market" or through any recognized stock exchange, other than those deemed "insiders" within the meaning of the. Securities Exchange Act of 1934 as amended, (ii) a takeover agreement shall be deemed a transfer of this Lease, (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 Article 11, and (iv) a modification, amendment or extension of a sublease shall not be entitled, to exercise any option contained in this Lease which may be exercised by Tenantdeemed a sublease.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. 11.01. Tenant shall not (a) Tenant covenants and agrees, for Tenant and its successors, assigns and legal representatives, that neither assign or otherwise transfer this Lease nor or the term and estate hereby granted, nor (b) sublet the demised premises or any part hereof thereof or allow the same to be used or occupied by others or in violation of thereofArticle 5, will be assigned(c) mortgage, mortgaged, pledged, encumbered pledge or otherwise transferred (whether voluntarily, involuntarily, by operation of law, encumber this Lease or otherwise), and that neither the premises, nor demised premises or any part thereof, will be encumbered thereof in any manner by reason of any act or omission on the part of Tenant, or will be used or occupied(d) advertise, or permitted authorize a broker to advertise, for a subtenant or an assignee, without, in each instance, obtaining the prior consent of Landlord, which consent, with respect to clause (d) only, shall not be used or occupiedunreasonably withheld, conditioned, or utilized for desk space or for mailing privileges or delayed, except as a concession, by anyone other than Tenant, or for any purpose other than as hereinbefore set forth, or will be sublet, without the prior written consent of Landlord otherwise expressly provided in every case and any attempt thereat shall be void any of no force or effectthis Article 11. For the purposes of this LeaseArticle 11, (i) the transfer of a majority of the issued and outstanding capital stock of any corporate tenant, or transferee of a corporate subtenant, or sale the transfer of a majority of the total interest in any partnership tenant or sales (subtenant, however accomplished, whether in either one a single transaction or in a series of related or unrelated transactions) of fifty (50%) percent or more of the capital stock of Tenant, if Tenant is a corporation or fifty (50%) percent or more of the ownership interests of Tenant, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (ii), shall be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the 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 or any of Tenant's covenants contained in this Article 7 or elsewhere in this Lease or the acceptance of the assignee, subtenant or occupant as TenantLease, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease on the part of the tenant hereunder to be kept, performed or observed. Tenant's liability under this Lease, in the event of an assignment, shall not at any time be released, relieved or discharged by reason of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved or discharged of any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenantsublease, as the case may be, except that the transfer of the outstanding capital stock of any corporate tenant, or subtenant, or other interests in any other entity shall have no rightbe deemed not to include the sale of such stock or other interests by persons or parties, through the "over-the-counter market" or through any recognized stock exchange or to employees, existing shareholders (i.e., shareholders as of the date hereof), their families, trusts for their benefit or entities controlled by any of them, (ii) a takeover agreement shall be deemed a transfer of this Lease, (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 Article 11, and (iv) a material modification, amendment or extension of a sublease shall not be entitleddeemed a sublease. Tenant shall pay to Landlord on demand, as additional rent any costs incurred by Landlord to exercise any option contained review a proposed assignment or subletting including attorneys fees incurred by Landlord and in this Lease which may be exercised by Tenantaddition shall pay to Landlord with each request for its consent, a processing fee of $1,000.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. 11.01. Tenant shall not (a) Tenant covenants and agrees, for Tenant and its successors, assigns and legal representatives, that neither assign or otherwise transfer this Lease nor or the term and estate hereby granted, nor (b) sublet the demised premises or any part hereof thereof or allow the same to be used or occupied by others or in violation of thereof, will be assigned, mortgaged, pledged, encumbered or otherwise transferred (whether voluntarily, involuntarily, by operation of lawArticle 5, or otherwise)(c) mortgage, and that neither pledge or encumber this Lease or the premises, nor demised premises or any part thereof, will be encumbered thereof in any manner by reason of any act or omission on the part of TenantTenant without, in each instance, obtaining the prior consent of Landlord, except as otherwise expressly provided in this Article 11. Tenant shall not advertise, or will be used authorize a broker to advertise, for a subtenant or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges or as a concession, by anyone other than Tenant, or for any purpose other than as hereinbefore set forth, or will be subletan assigns, without obtaining the prior written consent of Landlord in every case and any attempt thereat Landlord, which consent shall not be void any of no force unreasonably withhold or effectdelayed. For the purposes of this LeaseArticle 11, (i) the transfer of a majority of the issued and outstanding capital stock of any corporate tenant, or transferee of a corporate subtenant, or sale the transfer of a majority of the total interest in any partnership tenant or sales (subtenant, however accomplished, whether in either one a single transaction or in a series of related or unrelated transactions) of fifty (50%) percent or more of the capital stock of Tenant, if Tenant is a corporation or fifty (50%) percent or more of the ownership interests of Tenant, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (ii), shall be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the 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 or any of Tenant's covenants contained in this Article 7 or elsewhere in this Lease or the acceptance of the assignee, subtenant or occupant as TenantLease, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease on the part of the tenant hereunder to be kept, performed or observed. Tenant's liability under this Lease, in the event of an assignment, shall not at any time be released, relieved or discharged by reason of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved or discharged of any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenantsublease, as the case may be, except that the transfer of the outstanding capital stock of any corporate tenant, or subtenant, shall have no rightbe deemed not to include the sale of such stock by persons or parties, through the "over-the-counter market" or through any recognized stock exchange, other than those deemed, "insiders" within the meaning of the Securities Exchange Act of 1934 as amended, (ii) a takeover agreement shall be deemed a transfer of this Lease, (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 Article 11, and (iv) a material modification or amendment affecting the basic terms of a sublease or an extension thereof shall not be entitled, to exercise any option contained in this Lease which may be exercised by Tenantdeemed a sublease.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. 11.01. Tenant shall not (a) Tenant covenants and agrees, for Tenant and its successors, assigns and legal representatives, that neither assign or otherwise transfer this Lease nor or the term and estate hereby granted, nor (b) sublet the demised premises or any part hereof thereof or allow the same to be used or occupied by others or in violation of thereofArticle 5 hereof, will be assigned(c) mortgage, mortgaged, pledged, encumbered pledge or otherwise transferred (whether voluntarily, involuntarily, by operation of law, encumber this Lease or otherwise), and that neither the premises, nor demised premises or any part thereof, will be encumbered thereof in any manner or permit any lien to be filed against the Lease, the demised premises or the Building by reason of any act or omission on the part of TenantTenant or enter into any agreement which would permit the filing of a lien by any broker, or will be used or occupied(d) advertise, or permitted authorize a broker to be used advertise, for a subtenant or occupiedan assignee, or utilized for desk space or for mailing privileges or as a concessionwithout, by anyone other than Tenantin each instance, or for any purpose other than as hereinbefore set forth, or will be sublet, without obtaining the prior written consent of Landlord Landlord, except as otherwise expressly provided in every case and any attempt thereat shall be void any of no force or effectthis Article 11. For the purposes of this LeaseArticle 11, (i) the transfer of a majority of the issued and outstanding capital stock of any corporate tenant, or transferee of a corporate subtenant, or sale the transfer of a majority of the total interest in any partnership tenant or sales (subtenant, however accomplished, whether in either one a single transaction or in a series of related or unrelated transactions) of fifty (50%) percent or more of the capital stock of Tenant, if Tenant is a corporation or fifty (50%) percent or more of the ownership interests of Tenant, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (ii), shall be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the 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 or any of Tenant's covenants contained in this Article 7 or elsewhere in this Lease or the acceptance of the assignee, subtenant or occupant as TenantLease, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease on the part of the tenant hereunder to be kept, performed or observed. Tenant's liability under this Lease, in the event of an assignment, shall not at any time be released, relieved or discharged by reason of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved or discharged of any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenantsublease, as the case may be, except that the transfer of the outstanding capital stock of any corporate tenant, or subtenant, shall have no rightbe deemed not to include the sale of such stock by persons or parties, through the "over-the-counter market" or through any recognized stock exchange, other than those deemed "insiders" within the meaning of the Securities Exchange Act of 1934 as amended, (ii) a takeover agreement shall be deemed a transfer of this Lease, (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 Article 11, and (iv) a modification, amendment or extension of a sublease shall not be entitled, to exercise any option contained in this Lease which may be exercised by Tenantdeemed a sublease.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. (a) Tenant Lessee covenants and agrees, for Tenant and its successors, assigns and legal representatives, agrees that neither this Lease nor the term and estate hereby granted, by this Lease granted nor any part hereof of thereofinterest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred (whether voluntarily, involuntarily, voluntarily or by operation of law, or otherwise), and that neither the premisesDemised Premises, nor any part thereof, will be encumbered in any manner by reason of any act or omission on the part of TenantLessee, or will be used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges or as a concessionany reason whatsoever, by anyone other than TenantLessee in its Use of the Demised Premises, or for any use or purpose other than as hereinbefore set forthUse of the Demised Premises, or will be sublet, or offered or advertised for subletting, without the prior written consent of Landlord Lessor in every case and any attempt thereat shall case, which consent will not be void any of no force or effectunreasonably withheld. For the purposes of this Lease, (i) the transfer of a controlling interest in the corporation or transferee or sale or sales (in either one or a series other entity constituting Lessee shall be deemed an assignment of transactions) of fifty (50%) percent or more this Lease. Lessor agrees that Lessor will not unreasonably withhold its consent to an assignment by the Lessee of the capital stock Lessee's interest in this Lease for security purposes in connection with a financing of TenantLessee's improvements to the Demised Premises; provided such assignment is junior to the interests of Lessor in all respects and shall not encumber the real estate of which the Demised Premises are a part. In connection with any request by Lessee for such consent or intention by Lessee to make an assignment in accordance with the provisions of second paragraph of this Article, if Tenant is Lessee shall submit to Lessor, in writing, a corporation or fifty (50%) percent or more statement containing the name of the ownership interests proposed assignee, subtenant or other third party, such information as to its financial responsibility and standing as Lessor may require, and all of Tenantthe terms and provisions upon which the proposed transaction is to take place. Lessee shall reimburse Lessor promptly, if Tenant is a partnership as Additional Rent, for reasonable legal and other expense incurred by Lessor in connection with any request by Lessee for any consent required under the provisions of this Article. The listing of any name other than that of Lessee, whether on the doors of the Demised Premises or (ii) a merger on the Building, or consolidation of Tenant into otherwise, shall not operate to vest any right or with an other corporation interest in this Lease or business entity shall, in each instance referred to in the preceding clauses (i) and (ii), Demised Premises or be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forthLessor mentioned in this Article, it being expressly understood that any such listing is a privilege extended by Lessor revocable at will by written notice to Lessee. If this Lease be assigned assigned, or if the premises Demised Premises or any part thereof by be sublet or occupied (other than Use of the Demised Premises by Lessee) by anybody other than TenantLessee, Landlord may, after default by TenantLessor may at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent herein reservedRent and other charges reserved in this Lease, but no such assignment, subletting, occupancy assignment or collection shall be deemed a waiver or any of Tenant's covenants contained in this Article 7 or elsewhere in this Lease covenant, or the acceptance of the assignee, subtenant or occupant as Tenanta tenant, or a release of Tenant as sub-lessor or assignor Lessee from the further performance by Tenant Lessee of covenants on the part of Lessee contained in this Lease. The consent by Lessor to an assignment or subletting or occupancy shall not in any way be construed to relieve Lessee from obtaining the express consent in writing of Lessor to any further assignment or subletting or occupancy. Notwithstanding any consent by Lessor, no assignment or subletting of the covenants, agreements, Demised Premises by Lessee shall relieve Lessee from Lessee's obligation to pay rent to Lessor or from Lessee's obligation to observe or perform any and all of the terms, provisions provisions, covenants and conditions of this Lease on the part of the tenant hereunder to be kept, performed or observed. Tenant's liability under this Lease, in the event of an assignment, shall not at any time be released, relieved or discharged by reason of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved or discharged of any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenant, as the case may be, shall have no right, and shall not be entitled, to exercise any option contained in this Lease which may be exercised by Tenant.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. 11.01 Tenant shall not (a) Tenant covenants and agrees, for Tenant and its successors, assigns and legal representatives, that neither assign or otherwise transfer this Lease nor or the term and estate hereby granted, nor (b) sublet the demised premises or any part hereof thereof or allow the same to be used or occupied by others or in violation of thereofArticle 5, will be assigned(c) mortgage, mortgaged, pledged, encumbered pledge or otherwise transferred (whether voluntarily, involuntarily, by operation of law, encumber this Lease or otherwise), and that neither the premises, nor demised premises or any part thereof, will be encumbered thereof in any manner by reason of any act or omission on the part of Tenant, or will be used or occupied(d) advertise, or permitted authorize a broker to be used advertise, for a subtenant or occupiedan assignee, or utilized for desk space or for mailing privileges or as a concessionwithout, by anyone other than Tenantin each instance, or for any purpose other than as hereinbefore set forth, or will be sublet, without obtaining the prior written consent of Landlord Landlord, except as otherwise expressly provided in every case and any attempt thereat shall be void any of no force or effectthis Article 11. For the purposes of this LeaseArticle 11, (i) the transfer of a majority of the issued and outstanding capital stock of any corporate tenant, or transferee of a corporate subtenant, or sale the transfer of a majority of the total interest in any partnership tenant or sales (subtenant, however accomplished, whether in either one a single transaction or in a series of related or unrelated transactions) of fifty (50%) percent or more of the capital stock of Tenant, if Tenant is a corporation or fifty (50%) percent or more of the ownership interests of Tenant, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (ii), shall be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the 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 or any of Tenant's covenants contained in this Article 7 or elsewhere in this Lease or the acceptance of the assignee, subtenant or occupant as TenantLease, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease on the part of the tenant hereunder to be kept, performed or observed. Tenant's liability under this Lease, in the event of an assignment, shall not at any time be released, relieved or discharged by reason of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved or discharged of any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenantsublease, as the case may be, except that the transfer of the outstanding capital stock of any corporate tenant, or subtenant, shall have no rightbe deemed not to include the sale of such stock by persons or parties, through the “over-the-counter market” or through any recognized stock exchange, other than those deemed “insiders” within the meaning of the Securities Exchange Act of 1934 as amended, (ii) a takeover agreement shall be deemed a transfer of this Lease, (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 Article 11, and (iv) a modification, amendment or extension of a sublease shall be deemed a sublease. Notwithstanding the foregoing, the provisions of this Section 11.01 shall not be entitled, apply to exercise any option contained in this Lease which may be exercised by an initial public offering of the stock of Tenant.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. 11.01. Except as otherwise expressly provided in this Article 11, Tenant shall not without, in each instance, obtaining the prior consent of Landlord, (a) Tenant covenants and agrees, for Tenant and its successors, assigns and legal representatives, that neither assign or otherwise transfer this Lease nor or the term and estate hereby granted, nor any (b) sublet all or part hereof of thereofthe demised premises or allow the same to be used or occupied by others or in violation of Article 5, will be assigned(c) mortgage, mortgaged, pledged, encumbered pledge or otherwise transferred (whether voluntarily, involuntarily, by operation encumber this Lease or all or part of law, or otherwise), and that neither the premises, nor any part thereof, will be encumbered demised premises in any manner by reason of any act or omission on the part of Tenant, or will be used or occupied(d) advertise, or permitted authorize a broker to be used advertise, for a subtenant for all or occupied, or utilized for desk space part of the demised premises or for mailing privileges or as a concession, by anyone other than Tenant, or for any purpose other than as hereinbefore set forth, or will be sublet, without the prior written consent an assignee of Landlord in every case and any attempt thereat shall be void any of no force or effectthis Lease. For the purposes of this LeaseArticle 11, (i) the transfer of a majority of the issued and outstanding capital stock of any corporate tenant or transferee subtenant, or sale the transfer of a majority of the total interest in any other entity (partnership or sales (otherwise) which is a tenant or subtenant, however accomplished, whether in either one a single transaction or in a series of related or unrelated transactions) of fifty (50%) percent or more of the capital stock of Tenant, if Tenant is a corporation or fifty (50%) percent or more of the ownership interests of Tenant, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (ii), shall be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the 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 or any of Tenant's covenants contained in this Article 7 or elsewhere in this Lease or the acceptance of the assignee, subtenant or occupant as TenantLease, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease on the part of the tenant hereunder to be kept, performed or observed. Tenant's liability under this Lease, in the event of an assignment, shall not at any time be released, relieved or discharged by reason of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved or discharged of any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenantsublease, as the case may be, (ii) a takeover agreement shall be deemed a transfer of this Lease, (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 Article 11, and (iv) a modification, amendment or extension without Landlord's prior written consent of a sublease previously consented to by Landlord shall be deemed a new sublease. Tenant agrees to furnish to Landlord upon demand at any time and from time to time such information and assurances as Landlord may reasonably request that neither Tenant, nor any subtenant, shall have no right, and shall not be entitled, to exercise any option contained in violated the provisions of this Lease which may be exercised by TenantSection 11.01.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. (a) Tenant covenants and agrees, for Tenant and its successors, assigns and legal representatives, agrees that neither this Lease nor the term and estate hereby granted, granted nor any part hereof of thereofinterest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred (whether voluntarily, involuntarily, voluntarily or by operation of law, or otherwise), and that neither the premisesDemised Premises, nor any part thereof, will be encumbered in any manner by reason of any act or omission on the part of Tenant, or will be used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges or as a concession, by anyone other than Tenant, or for any purpose other than as hereinbefore set forth, or will be sublet, without the prior written consent of Landlord in every case case. In connection with any request by Tenant for such consent, Tenant shall submit to Landlord, in writing, a statement containing the name of the proposed assignee, such information as to its financial responsibility and standing as Landlord may require, and all of the terms and provisions upon which the proposed transaction is to take place. Tenant shall reimburse Landlord promptly, as Additional Rent, for reasonable legal and other expense incurred by Landlord in connection with any attempt thereat shall be void request by Tenant for any of no force or effect. For consent required under the purposes provisions of this Lease, (i) the transfer or transferee or sale or sales (in either one or a series Article. The listing of transactions) of fifty (50%) percent or more of the capital stock any name other than that of Tenant, if Tenant is a corporation or fifty (50%) percent or more whether on the doors of the ownership interests of TenantDemised Premises or on the Building directory, if Tenant is a partnership or (ii) a merger otherwise, shall not operate to vest any right or consolidation of Tenant into interest in this Lease or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (ii), Demised Premises or be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forthmentioned in this Article, it being expressly understood that any such listing is a privilege extended by Landlord revocable at will by written notice to Tenant. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenantassigned, Landlord may, after default by Tenantmay at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent Rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver or any of Tenant's covenants contained in this Article 7 or elsewhere in this Lease covenant, or the acceptance of the assignee, subtenant or occupant assignee as Tenanta tenant, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease covenants on the part of the tenant hereunder Tenant herein contained. The consent by Landlord to be kept, performed or observed. Tenant's liability under this Lease, in the event of an assignment, assignment shall not at in any time way be releasedconstrued to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment. Tenant shall remain fully and primarily liable for all its obligations hereunder notwithstanding any assignment. Notwithstanding anything herein to the contrary, relieved Tenant may assign this lease to an Affiliate, meaning, for purposes hereof, a corporation or discharged other entity controlling, controlled by reason or under common control with Tenant. In addition, Tenant may, without Landlord’s consent, sublease any or all of Landlord's the Demised Premises, and any so-called “subleasing profits” or subrents in excess of the rent reserved herein shall belong to Tenant. Landlord shall, upon request of Tenant, not unreasonably withhold its consent to such assignment nor shall Tenant at any time be released, relieved or discharged a nondisturbance agreement for the benefit of any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenant, as the case may be, shall have no right, and shall not be entitled, to exercise any option contained in this Lease which may be exercised by Tenantsubtenants.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. 11.01. Except as otherwise expressly provided in this Article 11, Tenant shall not without, in each instance, obtaining the prior consent of Landlord, (a) Tenant covenants and agrees, for Tenant and its successors, assigns and legal representatives, that neither assign or otherwise transfer this Lease nor or the term and estate hereby granted, nor any (b) sublet all or part hereof of thereof, will the demised premises or allow the same to be assigned, mortgaged, pledged, encumbered used or otherwise transferred (whether voluntarily, involuntarily, occupied by operation others or in violation of lawArticle 5, or otherwise)(c) mortgage, and that neither pledge or encumber this Lease or all or part of the premises, nor any part thereof, will be encumbered demised premises in any manner by reason of any act or omission on the part of Tenant, or will be used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges or as a concession, by anyone other than Tenant, or for any purpose other than as hereinbefore set forth, or will be sublet, without the prior written consent of Landlord in every case and any attempt thereat shall be void any of no force or effect. For the purposes of this LeaseArticle 11, (i) the transfer of a majority of the issued and outstanding capital stock of any corporate tenant or transferee subtenant, or sale the transfer of a majority of the total interest in any other entity (partnership or sales (otherwise) which is a tenant or subtenant, however accomplished, whether in either one a single transaction or in a series of related or unrelated transactions) , for the principal purpose of fifty (50%) percent or more transferring the leasehold estate of the capital stock Tenant hereunder or of Tenant, if Tenant is a corporation or fifty (50%) percent or more of the ownership interests of Tenant, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (ii), such subtenant shall be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the 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 or any of Tenant's covenants contained in this Article 7 or elsewhere in this Lease or the acceptance of the assignee, subtenant or occupant as TenantLease, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease on the part of the tenant hereunder to be kept, performed or observed. Tenant's liability under this Lease, in the event of an assignment, shall not at any time be released, relieved or discharged by reason of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved or discharged of any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenantsublease, as the case may be, (ii) 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 Article 11, and (iii) a material modification, amendment or extension without Landlord's prior written consent of a sublease previously consented to by Landlord (other than modifications consisting of changes in mere ministerial or administrative provisions of such sublease) shall be deemed a new sublease. Tenant agrees to furnish to Landlord upon demand at any time and from time to time such information and assurances as Landlord may reasonably request that neither Tenant, nor any subtenant, shall have no right, and violated the provisions of this Section 11.01. The consent of Landlord shall not be entitledrequired to the use and occupancy of the demised premises by the Affiliates of the named Tenant or by one or more other Affiliates of the named Tenant herein simultaneously with the use and occupancy of the demised premises by the named Tenant, provided that (i) Tenant shall notify Landlord in writing of any such other Affiliates who intend to exercise occupy the demised premises at least ten (10) Business Days prior to the commencement of such occupancy, and, within ten (10) Business Days after written request from Landlord, Tenant shall furnish Landlord with reasonable evidence of such other Affiliate relationship, and (ii) such permission with respect to any option contained such Affiliates shall cease (and the provisions of this Article 11 shall become applicable) upon the earlier to occur of (X) the date such Affiliate relationship shall cease, or (Y) the date the named Tenant ceases to occupy the demised premises. If the provisions of this Article 11 shall become applicable to any such occupancy by an Affiliate of Tenant described in this Lease which may the immediately preceding sentence by reason of the cessation of the Affiliate relationship, then Landlord agrees not to unreasonably withhold its consent to a subletting of a portion of the demised premises to such party provided such subletting complies with all of the provisions of Section 11.05 hereof (and such party shall be exercised by Tenant.deemed to have satisfied the requirement in subsection 11.05(c) hereof that the nature and character of the proposed subtenant or assignee be reputable). Landlord hereby consents to a sublease of a portion of the demised premises not exceeding 5,000 rentable square feet to W&D Securities, Inc.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. (a) Tenant covenants and agrees, for Tenant and its successors, assigns and legal representatives, agrees that neither this Lease nor the term and estate hereby granted, granted nor any part hereof of thereofinterest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred (whether voluntarily, involuntarily, voluntarily or by operation of law, or otherwise), and that neither the premisesDemised Premises, nor any part thereof, will be encumbered in any manner by reason of any act or omission on the part of Tenant, or will be used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges or as a concessionany reason whatsoever, by anyone other than Tenant, or for any use or purpose other than as hereinbefore set forthstated in Article 1, or will be sublet, without the prior written consent of Landlord in every case. Such consent shall not, in the case of a proposed subletting, be unreasonably withheld or delayed. In connection with any request by Tenant for such consent, Tenant shall submit to Landlord, in writing, a statement containing all of the terms and any attempt thereat provisions upon which the proposed transaction is to occur. If the rent received by Tenant on account of a proposed assignment or sublease requiring such consent exceeds the Yearly Fixed Rent and Additional Rent, allocated to the space subject to the assignment or sublease in the proportion of the area of such space to the area of the entire Demised Premises, plus actual out-of-pocket expenses incurred by Tenant in connection therewith, including brokerage commissions, marketing expenses and the cost of preparing such space for occupancy, Tenant shall be void any pay to Landlord one hundred (100) percent of no force such excess, as received by Tenant. Notwithstanding the foregoing provisions of this paragraph and except as otherwise hereinafter set forth, in the event Tenant proposes to assign this Lease or effect. For enter into a sublease such that all or substantially all of the purposes Demised Premises will have been sublet, Landlord, at Landlord's option, may give to Tenant, within thirty (30) days after the submission by Tenant to Landlord of such proposal, a notice terminating this Lease on the date (referred to as the "Earlier Termination Date") immediately prior to the effective date of the proposed assignment or the proposed commencement date of the term of the proposed subletting, as set forth in such proposal, and, in the event such notice is given, this Lease and the Term shall come to an end and expire on the Earlier Termination Date with the same effect as if it were the date originally fixed in this Lease for the end of the Term of this Lease, (i) and the transfer Rent shall be apportioned as of said Earlier Termination Date and any prepaid portion of Rent for any period after such date shall be refunded by Landlord to Tenant. The failure by Landlord to exercise its option under this Article with respect to any assignment or transferee subletting shall not be deemed a waiver of such option with respect to any extension of such sublease or sale any subsequent assignment or sales (subletting. Tenant shall reimburse Landlord promptly, as Additional Rent, for reasonable legal and other expense incurred by Landlord in either one connection with any request by Tenant for any consent required under the provisions of this Article. Notwithstanding the foregoing, Tenant may, following notice to Landlord but without the requirement of obtaining Landlord's consent or a series affording Landlord an opportunity to terminate this Lease, and so long as Tenant is not in default beyond the applicable grace or cure period at the time of transactions) of fifty (50%) percent such notice or more at any time thereafter until the effective date of the capital stock assignment or the commencement date of the term of the subletting (as the case may be), assign this Lease or sublease all or any portion of the Demised Premises to any entity which is a parent, subsidiary or affiliate of Tenant or assign this Lease to any entity with which Tenant may merge or consolidate or which results from any such merger or consolidation or to which Tenant may sell all or substantially all of its assets as a going concern (such entity with which Tenant may merge or consolidate or which results from any such merger or consolidation or to which Tenant may sell all or substantially all of its assets as aforesaid being hereinafter referred to as a "Successor"), provided however that, forthwith upon any assignment allowed pursuant to this paragraph, Tenant shall deliver to Landlord an agreement in form and substance reasonably satisfactory to Landlord which contains an appropriate covenant of assumption by such assignee, and provided further that in the case of any such assignment to a Successor, such Successor shall have financial resources and a general business reputation comparable to those of Tenant as of the time of such assignment. The listing of any name other than that of Tenant, if Tenant is a corporation or fifty (50%) percent or more whether on the doors of the ownership interests of TenantDemised Premises or on the Building directory, if Tenant is a partnership or (ii) a merger otherwise, shall not operate to vest any right or consolidation of Tenant into interest in this Lease or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (ii), Demised Premises or be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forthmentioned in this Article, it being expressly understood that any such listing is a privilege extended by Landlord revocable at will by written notice to Tenant. If this Lease be assigned assigned, or if the premises Demised Premises or any part thereof by be sublet or occupied by anybody other than Tenant, Landlord may, after may at any time and from time to time following any default by TenantTenant hereunder beyond the applicable grace period, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent Rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver or any of Tenant's covenants contained in this Article 7 or elsewhere in this Lease covenant, or the acceptance of the assignee, subtenant or occupant as Tenanta tenant, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease covenants on the part of the tenant hereunder Tenant herein contained. The consent by Landlord to be kept, performed an assignment or observed. Tenant's liability under this Lease, in the event of an assignment, subletting or occupancy shall not at in any time way be released, relieved construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or discharged by reason of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved subletting or discharged of any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenant, as the case may be, shall have no right, and shall not be entitled, to exercise any option contained in this Lease which may be exercised by Tenantoccupancy.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. 11.01. Except as otherwise expressly provided in this Article 11, Tenant shall not without, in each instance, obtaining the prior consent of Landlord, (a) Tenant covenants and agrees, for Tenant and its successors, assigns and legal representatives, that neither assign or otherwise transfer this Lease nor or the term and estate hereby granted, nor any (b) sublet all or part hereof of thereofthe demised premises or allow the same to be used or occupied by others or in violation of Article 5, will be assigned(c) mortgage, mortgaged, pledged, encumbered pledge or otherwise transferred (whether voluntarily, involuntarily, by operation encumber this Lease or all or part of law, or otherwise), and that neither the premises, nor any part thereof, will be encumbered demised premises in any manner by reason of any act or omission on the part of Tenant, or will be used or occupied(d) advertise, or permitted authorize a broker to be used advertise, for a subtenant for all or occupied, or utilized for desk space part of the demised premises or for mailing privileges or as a concession, by anyone other than Tenant, or for any purpose other than as hereinbefore set forth, or will be sublet, without the prior written consent an assignee of Landlord in every case and any attempt thereat shall be void any of no force or effectthis Lease. For the purposes of this LeaseArticle 11, (i) the transfer of a majority of the issued and outstanding capital stock of any corporate tenant or transferee subtenant, or sale the transfer of a majority of the total interest in any other entity (partnership or sales (otherwise) which is a tenant or subtenant, however accomplished, whether in either one a single transaction or in a series of related or unrelated transactions) of fifty (50%) percent or more of the capital stock of Tenant, if Tenant is a corporation or fifty (50%) percent or more of the ownership interests of Tenant, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (ii), shall not be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the 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 or any of Tenant's covenants contained in this Article 7 or elsewhere in this Lease or the acceptance of the assignee, subtenant or occupant as TenantLease, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease on the part of the tenant hereunder to be kept, performed or observed. Tenant's liability under this Lease, in the event of an assignment, shall not at any time be released, relieved or discharged by reason of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved or discharged of any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenantsublease, as the case may be, provided that such transfer was not primarily for the purpose of transferring Tenant's leasehold interest hereunder, (ii) 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 Article 11, and (iii) a modification, amendment or extension without Landlord's prior written consent of a sublease previously consented to by Landlord shall be deemed a new sublease. Tenant agrees to furnish to Landlord upon demand at any time and from time to time such information and assurances as Landlord may reasonably request that neither Tenant, nor any subtenant, shall have no right, and shall not be entitled, to exercise any option contained in violated the provisions of this Lease which may be exercised by TenantSection 11.01.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. (a) Tenant covenants and agrees, for Tenant and its successors, assigns and legal representatives, agrees that neither this Lease nor the term and estate hereby granted, granted nor any part hereof of thereofinterest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred (whether voluntarily, involuntarily, voluntarily or by operation of law, or otherwise), and that neither the premisesDemised Premises, nor any part thereof, will be encumbered in any manner by reason of any act or omission on the part of Tenant, or will be used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges or as a concessionany reason whatsoever, by anyone other than Tenant, or for any use or purpose other than as hereinbefore set forthstated in Article 1, or will be sublet, or offered or advertised for subletting, without the prior written consent of Landlord in every case and any attempt thereat except as otherwise hereinafter set forth. Such consent shall not, in the case of a proposed subletting of the Demised Premises, be unreasonably withheld or delayed. For purposes hereof, the transfer of a controlling interest in the corporation or other entity constituting Tenant shall be void any of no force or effect. For the purposes deemed an assignment of this Lease. In connection with any request by Tenant for such consent, (i) Tenant shall submit to Landlord, in writing, a statement containing the transfer name of the proposed assignee, subtenant or transferee other third party, such information as to its financial responsibility and standing as Landlord may require, and all of the terms and provisions upon which the proposed transaction is to occur. If the rent and other consideration received by Tenant on account of an assignment or sale or sales (sublease exceeds the Yearly Fixed Rent and Additional Rent, allocated to the space subject to any such sublease in either one or a series the proportion of transactions) the area of such space to the area of the entire Demised Premises, plus actual out-of-pocket expenses reasonably incurred by Tenant in connection therewith, including brokerage commissions, attorneys’ fees and the cost of preparing such space for occupancy, Tenant shall pay to Landlord fifty percent (50%) percent or more of the capital stock of such excess within ten (10) days following receipt from time to time by Tenant, if Tenant is a corporation or fifty (50%) percent or more of the ownership interests of Tenant, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into or with an other corporation or business entity . Such expenses shall, in each instance referred to in the preceding clauses (i) and (ii)case of a sublease, be deemed amortized on a so-called “straight-line” basis over the term thereof. In the event Tenant proposes to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the 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 or any of Tenant's covenants contained in this Article 7 or elsewhere in assign this Lease or the acceptance enter into a sublease such that all or substantially all of the assigneeDemised Premises will have been sublet, subtenant or occupant as Landlord, at Landlord’s option, may give to Tenant, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease on the part of the tenant hereunder to be kept, performed or observed. Tenant's liability under this Lease, in the event of an assignment, shall not at any time be released, relieved or discharged by reason of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved or discharged of any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenant, as the case may be, shall have no right, and shall not be entitled, to exercise any option contained in this Lease which may be exercised by Tenant.within thirty

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. (a) Tenant covenants and agrees, for Tenant and its successors, assigns and legal representatives, that neither this Lease nor the term and estate hereby granted, nor any part hereof of thereof, will be assigned, mortgaged, pledged, encumbered or otherwise transferred (whether voluntarily, involuntarily, by operation of law, or otherwise), and that neither the premises, nor any part thereof, will be encumbered in any manner by reason of any act or omission on the part of Tenant, or will be used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges or as a concession, by anyone other than Tenant, or for any purpose other than as hereinbefore set forth, or will be sublet, without the prior written consent of Landlord in every case and any attempt thereat shall be void any of no force or effect. For the purposes of this Lease, (i) the transfer or transferee or sale or sales (in either one or a series of transactions) of fifty (50%) percent or more of the capital stock of Tenant, if Tenant is a corporation or fifty (50%) percent or more of the ownership interests of Tenant, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into or with an other another corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (ii), be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forth. If this Lease be assigned or if the premises or any part thereof by be sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the 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 or of any of Tenant's ’s covenants contained in this Article 7 or elsewhere in this Lease or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease on the part of the tenant hereunder to be kept, performed or observed. Tenant's ’s liability under this Lease, in the event of an assignment, shall not at any time be released, relieved or discharged by reason of Landlord's ’s consent to such assignment nor shall Tenant at any time be released, relieved or discharged of any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's Xxxxxxxx’s waiver of performance of any obligation hereunder or Landlord's ’s failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenant, as the case may be, shall have no right, and shall not be entitled, to exercise any option contained in this Lease which may be exercised by Tenant.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. (a) Except as may be otherwise specifically provided in this Lease, the Tenant covenants and agrees, for the Tenant and its successors, assigns and legal representatives, that neither this Lease nor the term and estate hereby granted, nor any part hereof of or thereof, will be assigned, mortgaged, pledged, encumbered or otherwise transferred (whether voluntarily, involuntarily, by operation of law, or otherwise)transferred, and that neither the premises, nor any part thereof, will be encumbered in any manner by reason of any an act or omission on the part of the Tenant, or will be used or occupied, or permitted to be used or occupied, or utilized for desk space or space, for mailing privileges or as a concession, by anyone other than the Tenant, or for any purpose other than as hereinbefore set forth, or will be sublet, or offered or advertised for subletting, without the prior written consent of the Landlord in every such case and any attempt thereat shall be void any of no force provided, however, that, if the Tenant is a corporation, (a) the assignment or effect. For the purposes transfer of this Lease, and the term and estate hereby granted, to any corporation into which the Tenant is merged or with which the Tenant is consolidated (isuch corporation being hereinafter in this Article called "the Assignee") without the transfer or transferee or sale or sales (in either one or a series of transactions) of fifty (50%) percent or more prior consent of the capital stock of Tenant, if Tenant is a corporation or fifty (50%) percent or more of the ownership interests of Tenant, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (ii), Landlord shall not be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupantprohibited hereby if, and apply upon the net amount collected express condition that, the Assignee shall have executed and delivered to the rent herein reservedLandlord an agreement in form and substance satisfactory to the Landlord whereby the Assignee shall agree to be personally bound by and upon all the covenants, but no such assignmentagreements, sublettingterms, occupancy or collection shall be deemed a waiver or any of Tenant's covenants contained in this Article 7 or elsewhere provisions and conditions set forth in this Lease or on the acceptance part of the assigneeTenant to be kept, subtenant observed or occupant as Tenantperformed, and whereby the Assignee shall expressly agree that the provisions of this Article shall, notwithstanding such assignment or a release of transfer, continue to be binding upon it with respect to all future assignments and transfers, and (b) the Tenant as sub-lessor or assignor from the further performance by Tenant of may, subject to the covenants, agreements, terms, provisions and conditions of this Lease Lease, permit the premises to be used and occupied for the purposes herein specified by any subsidiary or affiliate of the Tenant without the prior consent of the Landlord. The Landlord will, at the request of the Tenant, maintain listings on the part Building directory of the tenant hereunder to names of the Tenant and any other person, firm or corporation in occupancy of the premises or any part thereof as permitted hereunder, and the names of any officers or employees of any of the foregoing, provided, however, that the number of names so listed shall be kept, performed or observed. Tenant's liability under this Lease, in the event same proportion to the capacity of an assignmentthe Building directory as the aggregate number of square feet of rentable area of the premises is to the aggregate number of square feet of rentable area of the Building. The listing of any name other than that of the Tenant, whether on the doors or windows of the premises, on the Building directory, or otherwise, shall not at operate to vest any time be released, relieved right or discharged by reason of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved or discharged of any such obligations of the parties to interest in this Lease or by any stipulation extending any time for performance hereunder in the premises or Landlord's waiver be deemed to be the consent of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth the Landlord mentioned in this LeaseArticle, it being expressly understood that any such listing (other than a listing conforming with the next preceding sentence hereof) is a privilege extended by the Landlord revocable at will by notice to the Tenant. If this 44 Rider "B" attached to and forming a part of Lease be assigned or if all or any portion of the premises be subletdated July 15, the assignee or subtenant1992 between ROCKEFELLER CENTER PROPERTIES, as the case may beLandlord and THE REALLY USEFUL COMPANY, shall have no rightINC., as the Tenant. Also if the premises or a part thereof are rendered untenantable as a result of such damage by fire or other casualty (including untenantability due to lack of access thereto) and shall such damage is not be entitledrepaired by the Landlord within 1 year after the occurrence thereof, to exercise any option contained in then this Lease which and the term and estate hereby granted may be exercised terminated by Tenantthe Tenant by its giving to the Landlord within 60 days after the end of such 1 year period notice specifying a date, not more than 30 days after the giving of such notice, for such termination.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. 11.01 Tenant shall not (a) Tenant covenants and agrees, for Tenant and its successors, assigns and legal representatives, that neither assign or otherwise transfer this Lease nor or the term and estate hereby granted, nor (b) sublet the demised premises or any part hereof thereof or allow the same to be used or occupied by others or in violation of thereofArticle 5 hereof, will be assigned(c) mortgage, mortgaged, pledged, encumbered pledge or otherwise transferred (whether voluntarily, involuntarily, by operation of law, encumber this Lease or otherwise), and that neither the premises, nor demised premises or any part thereof, will be encumbered thereof in any manner or permit any lien to be filed against the Lease, the demised premises or the Building by reason of any act or omission on the part of TenantTenant or enter into any agreement which would permit the filing of a lien by any broker, or will be used or occupied(d) advertise, or permitted authorize a broker to be used advertise, for a subtenant or occupiedan assignee, or utilized for desk space or for mailing privileges or as a concessionwithout, by anyone other than Tenantin each instance, or for any purpose other than as hereinbefore set forth, or will be sublet, without obtaining the prior written consent of Landlord Landlord, except as otherwise expressly provided in every case and any attempt thereat shall be void any of no force or effectthis Article 11. For the purposes of this LeaseArticle 11, (i) the transfer of a majority of the issued and outstanding capital stock of any corporate tenant, or transferee of a corporate subtenant, or sale the transfer of a majority of the total interest in any partnership tenant or sales (subtenant, however accomplished, whether in either one a single transaction or in a series of related or unrelated transactions) of fifty (50%) percent or more of the capital stock of Tenant, if Tenant is a corporation or fifty (50%) percent or more of the ownership interests of Tenant, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (ii), shall be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the 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 or any of Tenant's covenants contained in this Article 7 or elsewhere in this Lease or the acceptance of the assignee, subtenant or occupant as TenantLease, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease on the part of the tenant hereunder to be kept, performed or observed. Tenant's liability under this Lease, in the event of an assignment, shall not at any time be released, relieved or discharged by reason of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved or discharged of any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenantsublease, as the case may be, except that the transfer of the outstanding capital stock of any corporate tenant, or subtenant, shall have no rightbe deemed not to include the sale of such stock by persons or parties, through the "over-the-counter market" or through any recognized stock exchange, other than those deemed "insiders" within the meaning of the Securities Exchange Act of 1934 as amended, (ii) a takeover agreement shall be deemed a transfer of this Lease, (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 Article 11, and (iv) a modification, amendment or extension of a sublease shall not be entitled, to exercise any option contained in this Lease which may be exercised by Tenantdeemed a sublease.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. (a) 7.1. The Tenant covenants and agreescovenants, for the Tenant and its successors, assigns and legal representatives, that neither this Lease nor the term and estate hereby granted, nor any part hereof of or thereof, will be assigned, mortgaged, pledged, encumbered or otherwise transferred (whether voluntarilyit being agreed that (y) issuance by the Tenant of stock and/or the transfer of already-issued stock/partnership interest, involuntarilyin one or more transactions so as to transfer control or transfer 50% or more of an interest in the Tenant, by operation of lawother than through over-the-counter or national securities exchange transactions, or otherwise(z) sale or transfer of 25% or more of the assets of the Tenant in one or more transactions, other than in the ordinary course of business, shall, in either event, be deemed an assignment of this Lease), and that neither the premisesPremises, nor any part thereof, will be encumbered in any manner by reason of any act or omission on the part of the Tenant, or will be used or occupied, or permitted to be used or occupied, or utilized for desk space or space, for mailing privileges or as a concession, by anyone other than the Tenant, or for any purpose other than as hereinbefore set forth, or will be sublet, or offered or advertised for subletting; provided, however, that, if the Tenant is a corporation, the assignment or transfer of this Lease, and the term and estate hereby granted, to any corporation into which the Tenant is merged or with which the Tenant is consolidated (such corporation being hereinafter in this Article called the "Assignee") without the prior written consent of the Landlord in every case shall not be deemed to be prohibited hereby if, and any attempt thereat shall be void any of no force upon the express conditions that, (i) the primary purpose for such merger or effect. For consolidation is other than the purposes transfer of this Lease, (iii) the transfer or transferee or sale or sales (in either one or surviving entity has a series of transactions) of fifty (50%) percent or more net worth at least equal to that of the capital stock Tenant's on the date hereof or the date of Tenant, if Tenant is a corporation or fifty (50%) percent or more of the ownership interests of Tenant, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into or with an other corporation or business entity shallconsolidation, in each instance referred to in the preceding clauses (i) whichever is greater, and (ii)iii) at least thirty (30) days prior to the merger or consolidation, be deemed the Assignee shall have executed and delivered to the Landlord an agreement in form and substance satisfactory to the Landlord whereby the Assignee shall agree to be an assignment of this Lease requiring personally bound by and upon all the prior written consent of Landlord as herein provisions set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the 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 or any of Tenant's covenants contained forth in this Article 7 or elsewhere in this Lease or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease on the part of the tenant hereunder Tenant to be kept, performed observed or observed. Tenant's liability under performed, and whereby the Assignee shall expressly agree that the provisions of this LeaseArticle shall, in the event of an assignment, shall not at any time be released, relieved or discharged by reason of Landlord's consent to notwithstanding such assignment nor shall Tenant at any time or transfer, continue to be released, relieved or discharged of any such obligations of the parties binding upon it with respect to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenant, as the case may be, shall have no right, future assignments and shall not be entitled, to exercise any option contained in this Lease which may be exercised by Tenanttransfers.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. (a) Tenant covenants and agreesA. Except as otherwise expressly provided in this Article 48, for Tenant and its successors, assigns and legal representatives, that neither this Lease nor the term and estate hereby granted, nor any part hereof nor the interest of thereofTenant hereunder or in any sublease or the rentals thereunder, will shall, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred (whether voluntarilyby Tenant, involuntarily, by operation of law, Tenant’s legal representatives or otherwise), successors in interest and that neither the premises, Demised Premises nor any part thereof, will thereof shall be encumbered in any manner by reason of any act or omission on the part of TenantTenant or anyone claiming under or through Tenant or shall be sublet or be used, or will be used or occupied, or permitted to be used or occupied, occupied or utilized for desk space or for mailing privileges or as a concession, by anyone other than Tenant, or for any purpose other than as hereinbefore set forth, or will be sublet, without the prior written consent of Landlord Owner in every case and any attempt thereat shall be void any of no force or effecteach instance. For the purposes of this LeaseArticle 48, (i) the transfer issuance of interests in Tenant or transferee any subtenant (whether stock, partnership interest or sale otherwise) to any person or sales (group of related persons, whether in either one a single transaction or a series of related or unrelated transactions, in such quantities that after such issuance such person or group shall have control (as defined in Section 48C) of fifty (50%) percent Tenant or more of the capital stock of Tenantsuch subtenant, if Tenant is a corporation or fifty (50%) percent or more of the ownership interests of Tenant, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (ii), shall be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the 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 or any of Tenant's covenants contained in this Article 7 or elsewhere in this Lease or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease on the part of the tenant hereunder to be kept, performed or observed. Tenant's liability under this Lease, in the event of an assignment, shall not at any time be released, relieved or discharged by reason of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved or discharged of any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenantsublease, as the case may be, if such issuance of interests is intended to circumvent the restrictions on assignment and subletting set forth herein and does not have a valid primary independent business purpose, (ii) a transfer of more than 50% in interest of Tenant or any subtenant (whether stock, partnership interest or otherwise) by any party or parties in interest whether in a single transaction or a series of related or unrelated transactions shall be deemed an assignment of this Lease, or such sublease, as the case may be, if such transfer is intended to circumvent the restriction on assignment and subletting set forth herein and does not have no righta valid primary independent business purpose except that the transfer of the outstanding capital stock of any corporate Tenant, and or subtenant, by persons or parties (other than persons or parties owning 5% or more of the voting stock of such corporation) through the “over-the-counter” market or any recognized national securities exchange, shall not be entitledincluded in the calculation of such 50%, (iii) a “take-over agreement” pursuant to which any person or persons shall agree to assume the obligations of Tenant hereunder in consideration of Tenant (or any affiliate of Tenant) leasing space in another building, shall be deemed an assignment of this Lease, (iv) any person or legal representative of Tenant, to exercise any option contained in whom Tenant’s interest under this Lease which may passes by operation of law, or otherwise, shall be exercised bound by the provisions of this Article 48, and (v) any modification or amendment of a sublease that changes a material term thereof, or any extension or assignment of a sublease, shall each be deemed a sublease. Any assignment, sublease, mortgage, pledge, encumbrance or transfer by Tenant in contravention of this Article 48 shall be void. Notwithstanding the generality of the foregoing, no assignment of a sublease or sub-subletting in violation of this Section 48A shall be a default under this Lease so long as Tenant has commenced and is diligently pursuing commercially reasonable steps (at Tenant’s sole cost and expense) to enforce the terms of this Section 48A against the subtenant.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. (a) Section 25.01. Tenant covenants and agrees, for Tenant and its successors, assigns and legal representatives, that neither this Lease nor the term and estate hereby granted, nor any part hereof of thereof, or thereof will be assigned, mortgaged, pledged, encumbered or otherwise transferred (whether voluntarily, involuntarily, by operation of law, or otherwise), and that neither the premisesPremises, nor any part thereof, will be encumbered in any manner by reason of any act or omission on the part of Tenant, or will be used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges or as a concession, by anyone other than Tenant, or for any purpose other than as hereinbefore set forth, or will be sublet, or offered or advertised for subletting, without the prior written consent of Landlord in every case and any attempt thereat case, which consent shall not be void any of no force unreasonably withheld, conditioned or effect. For delayed; provided, however, that, if Tenant is a corporation, the purposes assignment or transfer of this Lease, and the term and estate hereby granted to any entity fifty-one (i) the transfer or transferee or sale or sales (in either one or a series of transactions) of fifty (5051%) percent or more of the capital stock of which is owned by Tenant, if Tenant is a corporation or fifty to any entity that owns fifty-one (5051%) percent or more of the ownership interests of Tenant, if or to any corporation into which Tenant is a partnership or (ii) a merger or consolidation of Tenant into merged or with an other which Tenant is consolidated (such corporation or business entity shallbeing hereinafter, in each instance referred to in the preceding clauses (ithis Article 25, called an “Affiliate”) and (ii), be deemed to be an assignment of this Lease requiring without the prior written consent of Landlord as herein set forth. If this Lease shall not be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupantdeemed to be prohibited hereby if, and apply upon the net amount collected express condition that, the Affiliate shall have executed, acknowledged and delivered to Landlord an agreement in form and substance reasonably satisfactory to Landlord whereby the rent herein reservedAffiliate shall assume and agrees to perform, but no such assignmentand to be personally bound by and upon, subletting, occupancy or collection shall be deemed a waiver or any of Tenant's covenants contained in this Article 7 or elsewhere in this Lease or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of all the covenants, agreements, terms, provisions and conditions of set forth in this Lease on the part of the tenant hereunder Tenant to be keptperformed, performed or observed. Tenant's liability under and whereby the Affiliate shall expressly agree that the provisions of this LeaseArticle 25 shall, in the event of an assignment, shall not at any time be released, relieved or discharged by reason of Landlord's consent to notwithstanding such assignment nor shall Tenant at any time or transfer, continue to be released, relieved or discharged of any such obligations of the parties binding upon it with respect to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenant, as the case may be, shall have no right, future assignments and shall not be entitled, to exercise any option contained in this Lease which may be exercised by Tenanttransfers.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. (a) Tenant covenants and agrees, for Tenant and its successors, assigns and legal representatives, agrees that neither this Lease nor the term and estate hereby granted, granted nor any part hereof of thereofinterest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred (whether voluntarily, involuntarily, voluntarily or by operation of law, or otherwise), and that neither the premisesDemised Premises, nor any part thereof, will be encumbered in any manner by reason of any act or omission on the part of Tenant, or will be used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges or as a concessionany reason whatsoever, by anyone other than Tenant, or for any use or purpose other than as hereinbefore set forthstated in Article 1, or will be sublet, or offered or advertised for subletting, without the prior written consent of Landlord in every case. Such consent shall not, in the case of a proposed subletting, be unreasonably withheld or delayed. In connection with any request by Tenant for such consent, Tenant shall submit to Landlord, in writing, a statement containing all of the terms and any attempt thereat provisions upon which the proposed transaction is to occur. If the rent received by Tenant on account of a proposed assignment or sublease exceeds the Yearly Fixed Rent and Additional Rent, allocated to the space subject to the assignment or sublease in the proportion of the area of such space to the area of the entire Demised Premises, plus actual out-of-pocket expenses incurred by Tenant in connection therewith, including brokerage commissions and the cost of preparing such space for occupancy, Tenant shall be void any pay to Landlord fifty (50) percent of no force such excess, as received by Tenant. Notwithstanding the foregoing provisions of this paragraph, (1) in the event Tenant proposes to assign this Lease or effect. For enter into a sublease such that all or substantially all of the purposes Demised Premises will have been sublet, Landlord, at Landlord’s option, may give to Tenant, within thirty (30) days after the submission by Tenant to Landlord of such proposal, a notice terminating this Lease on the date (referred to as the “Earlier Termination Date”) immediately prior to the effective date of the proposed assignment or the proposed commencement date of the term of the proposed subletting, as set forth in such proposal, and, in the event such notice is given, this Lease and the Term shall come to an end and expire on the Earlier Termination Date with the same effect as if it were the date originally fixed in this Lease for the end of the Term of this Lease, and the Rent shall be apportioned as of said Earlier Termination Date and any prepaid portion of Rent for any period after such date shall be refunded by Landlord to Tenant, or (2) in the event Tenant proposes to sublet any portion of the Demised Premises such that more than 40% of the floor area of the Demised Premises will have been sublet, Landlord, at Landlord’s option, may give to Tenant, within thirty (30) days after the submission by Tenant to Landlord of the statement required to be submitted in connection with such proposed subletting, a notice electing to eliminate such portion of the Demised Premises (said portion is referred to as the “Eliminated Space”) from the Demised Premises during the period (referred to as the “Elimination Period”) commencing on the date (referred to as the “Elimination Date”) immediately prior to the proposed commencement date of the term of the proposed subletting, as set forth in such statement, and ending on the proposed expiration date of the term of the proposed subletting, as set forth in such statement, and in the event such notice is given (i) the transfer Eliminated Space shall be eliminated from the Demised Premises during the Elimination Period; (ii) Tenant shall surrender the Eliminated Space to Landlord on or transferee prior to the Elimination Date in the same manner as if said Date were the date originally fixed in this Lease for the end of the Term of this Lease; (iii) if the Eliminated Space shall constitute less than an entire floor, Landlord, at Landlord’s expense, shall have the right to make any alterations and installations in the Demised Premises required, in Landlord’s judgment, reasonably exercised, to make the Eliminated Space a self-contained rental unit with access through corridors to the elevators and core toilets serving the Eliminated Space, and if the Demised Premises shall contain any core toilets or sale any corridors (including any corridors proposed to be constructed by Landlord pursuant to this subdivision (iii) providing access from the Eliminated Space to the core area), Landlord and any tenant or sales other occupant of the Eliminated Space shall have the right to use such toilets and corridors in common with Tenant and any other permitted occupants of the Demised Premises, and the right to install signs and directional indicators in or about such corridors indicating the name and location of such tenant or other occupant; (iv) during the Elimination Period, the Yearly Fixed Rent shall be reduced in either one the proportion which the area of the Eliminated Space bears to the total area of the Demised Premises immediately prior to the Elimination Date (including an equitable portion of the area of any corridors referred to in subdivision (iii) of this sentence as part of the area of the Eliminated Space for the purpose of computing such reduction), and any prepaid Rent for any period after the Elimination Date allocable to the Eliminated Space shall be refunded by Landlord to Tenant; (v) there shall be an equitable apportionment of any Additional Rent payable pursuant to Article 6 for the relevant fiscal and calendar years in which said Elimination Date shall occur; and (vi) if the Elimination Period shall end prior to the date originally fixed in this Lease for the end of the Term of this Lease, the Eliminated Space, in its then existing condition, shall be deemed restored to and once again a part of the Demised Premises subject to the provisions of this Lease as if said elimination had not occurred during the period (referred to as the “Restoration Period”) commencing on the date next following the expiration of the Elimination Period and ending on the date originally fixed in this Lease for the end of the Term of this Lease, except in the event that Landlord is unable to give Tenant possession of the Eliminated Space at the expiration of the Elimination Period by reason of the holding over or retention of possession of any tenant or other occupant, in which event (x) the Restoration Period shall not commence, and the Eliminated Space shall not be deemed restored to or a series of transactions) of fifty (50%) percent or more part of the capital stock Demised Premises, until the date upon which Landlord shall give Tenant possession of such Space free of occupancies, (y) neither the date fixed in this Lease for the end of the Term of the Lease, nor the validity of this Lease shall be affected, and (z) Tenant waives any right to recover any damages which may result from the failure of Landlord (despite the exercise of diligent efforts) to deliver possession of the Eliminated Space at the end of the Elimination Period. At the request of Landlord, Tenant shall execute and deliver an instrument or instruments, in form satisfactory to Landlord, setting forth any modifications to this Lease contemplated in or resulting from the operation of the foregoing provisions of this paragraph; however, neither Landlord’s failure to request any such instrument nor Tenant’s failure to execute or deliver any such instrument shall vitiate the effect of the foregoing provisions of this paragraph. The failure by Landlord to exercise its option under this Article with respect to any assignment or subletting shall not be deemed a waiver of such option with respect to any extension of such sublease or any subsequent assignment or subletting. Tenant shall reimburse Landlord promptly, as Additional Rent, for reasonable legal and other expense incurred by Landlord in connection with any request by Tenant for any consent required under the provisions of this Article. Notwithstanding the foregoing, Tenant may, following notice to Landlord but without the requirement of obtaining Landlord’s consent or affording Landlord an opportunity to terminate this Lease or eliminate any portion of the Demised Premises therefrom or share any excess rent, all as hereinabove set forth, and so long as Tenant is not in default hereunder beyond the applicable grace period, assign this Lease or sublease all or any portion of the Demised Premises to any entity which is controlled by, or which controls, or which is under common control with, Tenant, or assign this Lease to any entity with which Tenant may merge or consolidate or to which Tenant may sell all or substantially all of its assets as a going concern or to which a controlling interest in the corporation or other entity constituting Tenant may be transferred (such entity with which Tenant may merge or consolidate or to which Tenant may sell all or substantially all of its assets or to which a controlling interest in the corporation or other entity constituting Tenant may be transferred as aforesaid being hereinafter referred to as a “Successor”), provided however that, forthwith upon any assignment allowed pursuant to this paragraph, Tenant shall deliver to Landlord an agreement in form and substance reasonably satisfactory to Landlord which contains an appropriate covenant of assumption by such assignee, and provided further that in the case of any such assignment to a Successor, such Successor shall have financial resources and a general business reputation comparable to those of Tenant as of the time of such assignment. The listing of any name other than that of Tenant, if Tenant is a corporation or fifty (50%) percent or more whether on the doors of the ownership interests of TenantDemised Premises or on the Building directory, if Tenant is a partnership or (ii) a merger otherwise, shall not operate to vest any right or consolidation of Tenant into interest in this Lease or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (ii), Demised Premises or be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forthmentioned in this Article, it being expressly understood that any such listing is a privilege extended by Landlord revocable at will by written notice to Tenant. If this Lease be assigned assigned, or if the premises Demised Premises or any part thereof by be sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenantmay at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent Rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver or any of Tenant's covenants contained in this Article 7 or elsewhere in this Lease covenant, or the acceptance of the assignee, subtenant or occupant as Tenanta tenant, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease covenants on the part of the tenant hereunder Tenant herein contained. The consent by Landlord to be kept, performed an assignment or observed. Tenant's liability under this Lease, in the event of an assignment, subletting or occupancy shall not at in any time way be released, relieved construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or discharged by reason of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved subletting or discharged of any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenant, as the case may be, shall have no right, and shall not be entitled, to exercise any option contained in this Lease which may be exercised by Tenantoccupancy.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. 11.1. (a) Tenant covenants and agrees, for Tenant and its successors, assigns and legal representatives, that neither shall not (1) assign or otherwise transfer this Lease nor or the term and estate hereby granted, nor (2) sublet the demised premises or any part hereof thereof or allow the same to be used or occupied by others or in violation of thereofArticle 5 hereof, will be assigned(3) mortgage, mortgaged, pledged, encumbered pledge or otherwise transferred (whether voluntarily, involuntarily, by operation of law, encumber this Lease or otherwise), and that neither the premises, nor demised premises or any part thereof, will be encumbered thereof in any manner by reason of any act or omission on the part of Tenant, or will be used or occupied(4) advertise, or permitted authorize a broker to be used advertise, for a subtenant or occupiedan assignee, or utilized for desk space or for mailing privileges or as a concessionwithout, by anyone other than Tenantin each instance, or for any purpose other than as hereinbefore set forth, or will be sublet, without obtaining the prior written consent of Landlord, except as otherwise expressly provided in this Article 11. Landlord in every case agrees that it will not unreasonably withhold its consent to Tenant's advertisement or Tenant's authorization of a broker's advertisement for a subtenant or assignee provided Tenant shall have complied with the provisions of Section 11.05 hereof and any attempt thereat Landlord shall be void not have exercised any of no force or effectthe rights granted therein. For the purposes of this LeaseArticle 11, (i) the transfer of a majority of the issued and outstanding capital stock of any corporate tenant, or transferee of a corporate subtenant, or sale the transfer of a majority of the total interest in any partnership tenant or sales (subtenant, however accomplished, whether in either one a single transaction or in a series of related or unrelated transactions) of fifty (50%) percent or more of the capital stock of Tenant, if Tenant is a corporation or fifty (50%) percent or more of the ownership interests of Tenant, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (ii), shall be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the 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 or any of Tenant's covenants contained in this Article 7 or elsewhere in this Lease or the acceptance of the assignee, subtenant or occupant as TenantLease, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease on the part of the tenant hereunder to be kept, performed or observed. Tenant's liability under this Lease, in the event of an assignment, shall not at any time be released, relieved or discharged by reason of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved or discharged of any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenantsublease, as the case may be, except that the transfer of the outstanding capital stock of any corporate tenant, or subtenant, shall have no rightbe deemed not to include the sale of such stock by persons or parties, through the "over the counter market" or through any recognized stock exchange, (ii) any agreement whereby a third party takes over the obligations of Tenant under the Lease shall be deemed an assignment of this Lease, (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 Article 11, and (iv) a modification, amendment or extension of a sublease shall not be entitled, to exercise any option contained in this Lease which may be exercised by Tenantdeemed a sublease.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. 11.01. Except as otherwise expressly provided in this Article 11, Tenant shall not without, in each instance, obtaining the prior consent of Landlord, which consent shall not be unreasonably withheld or delayed, (a) Tenant covenants and agrees, for Tenant and its successors, assigns and legal representatives, that neither assign or otherwise transfer this Lease nor or the term and estate hereby granted, nor any (b) sublet all or part hereof of thereofthe demised premises or allow the same to be used or occupied by others or in violation of Article 5, will be assigned(c) mortgage, mortgaged, pledged, encumbered pledge or otherwise transferred (whether voluntarily, involuntarily, by operation encumber this Lease or all or part of law, or otherwise), and that neither the premises, nor any part thereof, will be encumbered demised premises in any manner by reason of any act or omission on the part of Tenant, or will be used or occupied(d) advertise, or permitted authorize a broker to be used advertise, for a subtenant for all or occupied, or utilized for desk space part of the demised premises or for mailing privileges or as a concession, by anyone other than Tenant, or for any purpose other than as hereinbefore set forth, or will be sublet, without the prior written consent an assignee of Landlord in every case and any attempt thereat shall be void any of no force or effectthis Lease. For the purposes of this LeaseArticle 11, (i) the transfer of a majority of the issued and outstanding capital stock of any corporate tenant or transferee subtenant, or sale the transfer of a majority of the total interest in any other entity (partnership or sales (otherwise) which is a tenant or subtenant, however accomplished, whether in either one a single transaction or in a series of related or unrelated transactions) of fifty (50%) percent or more of the capital stock of Tenant, if Tenant is a corporation or fifty (50%) percent or more of the ownership interests of Tenant, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (ii), shall be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the 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 or any of Tenant's covenants contained in this Article 7 or elsewhere in this Lease or the acceptance of the assignee, subtenant or occupant as TenantLease, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease on the part of the tenant hereunder to be kept, performed or observed. Tenant's liability under this Lease, in the event of an assignment, shall not at any time be released, relieved or discharged by reason of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved or discharged of any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenantsublease, as the case may be, provided, however, that the foregoing shall not apply to a public offering of Tenant's securities on a recognized national market, or to any transfer of shares which are publically traded, or to a sale of shares to one acquirer, or to the transfer of shares by a share owner in connection with such share owner's estate planning, (ii) a takeover agreement shall be deemed a transfer of this Lease, (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 Article 11, and (iv) a modification, amendment or extension without Landlord's prior written consent of a sublease previously consented to by Landlord shall be deemed a new sublease, unless such extension was contained in the sublease previously approved by Landlord, but with a term not beyond the Expiration Date. Tenant agrees to furnish to Landlord upon demand at any time and from time to time such information and assurances as Landlord may reasonably request that neither Tenant, nor any subtenant, shall have no right, and shall not be entitled, to exercise any option contained in violated the provisions of this Lease which may be exercised by TenantSection 11.01.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. (a) 7.1 The Tenant covenants and agreescovenants, for the Tenant and its successors, assigns and legal representatives, that neither this Lease nor the term and estate hereby granted, nor any part hereof of or thereof, will be assigned, mortgaged, pledged, encumbered or otherwise transferred (whether voluntarilyit being agreed that (y) issuance by the Tenant of stock and/or the transfer of already- issued stock/partnership interests, involuntarilyin one or more transactions so as to transfer control or transfer 50% or more of an interest in the Tenant, by operation other than through over-the-counter or national securities exchange transactions or (z) sale or transfer of law50% or more of the assets of the Tenant in one or more transactions, or otherwiseother than in the ordinary course of business, shall, in either event, be deemed an assignment of this Lease), and that neither the premisesPremises, nor any part thereof, will be encumbered in any manner by reason of any act or omission on the part of the Tenant, or will be used or occupied, or permitted to be used or occupied, or utilized for desk space or space, for mailing privileges or as a concession, by anyone other than the Tenant, or for any purpose other than as hereinbefore set forth, or will be sublet, or offered or advertised for subletting without the Landlord's prior written consent in each instance, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that the Tenant may assign this Lease or sublease part or all of Landlord in every case and any attempt thereat shall be void any of no force or effect. For the purposes of this Lease, Premises without the Landlord's consent to: (i) any corporation, partnership or other entity that controls, is controlled by, or is under common control with, the transfer or transferee or sale or sales (in either one or a series of transactions) of fifty (50%) percent or more of the capital stock of Tenant, if Tenant is a corporation or fifty (50%) percent or more of the ownership interests of Tenant, if Tenant is a partnership ; or (ii) a any corporation resulting from the merger or consolidation with the Tenant or to any entity that acquires substantially all of Tenant into or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (ii), be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the 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 or any of Tenant's covenants contained in this Article 7 stock or elsewhere in this Lease partnership or the acceptance membership interests, or substantially all of the assignee, subtenant or occupant as Tenant, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease on the part of the tenant hereunder to be kept, performed or observed. Tenant's liability under this Leaseassets, in the event of an assignment, shall not at any time be released, relieved or discharged by reason of Landlord's consent to as long as such assignment nor shall Tenant at any time be released, relieved or discharged of any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenant, as sublessee assumes the case may be, shall have no right, and shall not be entitled, to exercise any option contained in this Lease which may be exercised by Tenant's obligations under the Lease.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. 11.01 Except as otherwise expressly provided in this Article 11, Tenant shall not, whether voluntarily, involuntarily or by operation of law, without in each instance obtaining the prior consent of Landlord, (a) Tenant covenants and agrees, for Tenant and its successors, assigns and legal representatives, that neither assign or otherwise transfer this Lease nor or the term and estate hereby granted, nor any (b) sublet all or part hereof of thereof, will the demised premises or allow the same to be assigned, mortgaged, pledged, encumbered used or otherwise transferred (whether voluntarily, involuntarily, occupied by operation of lawanyone other than Tenant, or otherwise)(c) mortgage, and that neither pledge or encumber this Lease or all or part of the premises, nor any part thereof, will be encumbered demised premises in any manner by reason of any act or omission on the part of Tenant, or will be used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges or as a concession, by anyone other than Tenant, or for any purpose other than as hereinbefore set forth, or will be sublet, without the prior written consent of Landlord in every case and any attempt thereat shall be void any of no force or effect. For the purposes of this LeaseArticle 11, (i) the transfer, directly or indirectly, of a majority of any class of the issued and outstanding capital stock of any corporate tenant or subtenant, or the transfer of a majority of the total interest in any other entity (limited liability company, partnership or transferee otherwise) which is a tenant or sale subtenant, however accomplished, whether in a single transaction or sales (in either one or a series of transactions) related or unrelated transactions (including, without limitation, and by way of fifty (50%) percent or more example only, the transfer of a majority of the outstanding capital stock of Tenanta company which company owns 100% of a second tier company, if Tenant is a corporation or fifty (50%) percent or more which in turn owns 51% of the ownership interests outstanding capital stock of Tenant, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (iicorporate tenant hereunder), shall be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the 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 or any of Tenant's covenants contained in this Article 7 or elsewhere in this Lease or the acceptance of the assignee, subtenant or occupant as TenantLease, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease on the part of the tenant hereunder to be kept, performed or observed. Tenant's liability under this Lease, in the event of an assignment, shall not at any time be released, relieved or discharged by reason of Landlord's consent to such assignment nor shall Tenant at any time be released, relieved or discharged of any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's waiver of performance of any obligation hereunder or Landlord's failure to enforce any obligation set forth in this Lease. If this Lease be assigned or if all or any portion of the premises be sublet, the assignee or subtenantsublease, as the case may be, (ii) a so-called “takeover” agreement (i.e. an agreement where another entity agrees to become responsible for all or a portion of Tenant’s obligations under this Lease without actually entering into an assignment or sublease) shall have no rightbe deemed a transfer of this Lease, (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 Article 11, and (iv) a modification, amendment or extension without Landlord’s prior written consent of a sublease previously consented to by Landlord shall not be entitleddeemed a new sublease. Tenant agrees to furnish to Landlord upon demand at any time and from time to time such information and assurances as Landlord may reasonably request that neither Tenant, to exercise nor any option contained subtenant, is in violation of the provisions of this Lease which may be exercised by TenantSection 11.01.

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC. (a) Tenant covenants and agrees, for Tenant and its successors, assigns and legal representatives, that neither this Lease nor the term and estate hereby granted, nor any part hereof of thereof, will be assigned, mortgaged, pledged, encumbered or otherwise transferred (whether voluntarily, involuntarily, by operation of law, or otherwise), and that neither the premises, nor any part thereof, will be encumbered in any manner by reason of any act or omission on the part of Tenant, or will be used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges or as a concession, by anyone other than Tenant, or for any purpose other than as hereinbefore set forth, or will be sublet, without the prior written consent of Landlord in every case and any attempt thereat shall be void any of no force or effect. For the purposes of this Lease, (i) the transfer or transferee or sale or sales (in either one or a series of transactions) of fifty (50%) percent or more of the capital stock of Tenant, if Tenant is a corporation or fifty (50%) percent or more of the ownership interests interest of Tenant, if Tenant is a partnership or (ii) a merger or consolidation of Tenant into or with an other corporation or business entity shall, in each instance referred to in the preceding clauses (i) and (ii), be deemed to be an assignment of this Lease requiring the prior written consent of Landlord as herein set forth. If this Lease be assigned or if the premises or any part thereof by sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the 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 or any of Tenant's ’s covenants contained in this Article 7 or elsewhere in this Lease or the acceptance of the assignee, subtenant subtenant, or occupant as Tenant, or a release of Tenant as sub-lessor or assignor from the further performance by Tenant of the covenants, agreements, terms, provisions and conditions of this Lease on the part of the tenant hereunder to be kept, performed or observed. Tenant's ’s liability under this Lease, in the event of an assignment, shall not at any time be released, relieved or discharged by reason of Landlord's ’s consent to such assignment nor shall Tenant at any time be released, relieved or discharged of by any such obligations of the parties to this Lease or by any stipulation extending any time for performance hereunder or Landlord's ’s waiver of performance of any obligation hereunder or Landlord's ’s failure to enforce any obligation set forth in this Lease. If this Lease be is being assigned or if all or any portion of the premises be sublet, the assignee or subtenant, as the case may be, shall have no right, and shall not be entitled, to exercise any option contained in this Lease which may be exercised by Tenant.