Common use of ASSIGNMENT, SUBLETTING AND MORTGAGING Clause in Contracts

ASSIGNMENT, SUBLETTING AND MORTGAGING. 7.01 Tenant shall not, whether voluntarily, involuntarily, or by operation of law or otherwise (a) assign in whole or in part or otherwise transfer in whole or in part this Lease or the term and estate hereby granted, or advertise to do so, (b) sublet the Premises or any part thereof, or publicly offer or advertise in the media to do so (which shall not prohibit the listing of space with a licensed real estate broker and/or listing service in accordance with the terms of this Article 7), or allow the Premises or any part thereof to be used, occupied or utilized by anyone other than Tenant and Tenant Affiliates, (c) mortgage, pledge, encumber or otherwise hypothecate this Lease or the Premises or any part thereof in any manner whatsoever or (d) permit the Premises or any part thereof to be occupied, or used for desk space, mailing privileges or otherwise, by any person other than Tenant, without in each instance obtaining the prior written consent of Landlord. (A) (1) If Tenant is a corporation, the provisions of subdivision (a) of Section 7.01 shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related transactions or in a series of unrelated transactions, if in the later case effected within any three (3) year period) of stock (or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock) which results in a change of control of Tenant as if such transfer of stock (or other mechanism) which results in a change of control of Tenant were an assignment of this Lease, except that (x) the transfer of the outstanding capital stock of Tenant 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) shall not be deemed an assignment of this Lease, and (y) the transfer (however accomplished, whether in a single transaction or in a series of related transactions or in a series of unrelated transactions, if in the later case effected within any three (3) year period) of stock (or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock) of the Tenant named herein (or a Tenant Successor) shall not be deemed an assignment of this Lease, provided that the same shall be done for a valid business reason and not for the purpose of avoiding the restrictions on transfer, subletting and assignment contained in this Article 7. The provisions of this Section 7.02(A)(1) shall not apply to subtenants.

ASSIGNMENT, SUBLETTING AND MORTGAGING. 7.01 8.1. Except as otherwise expressly provided in this Lease, Tenant shall not, whether voluntarily, involuntarily, or by operation of law or otherwise otherwise, except with the prior consent of Landlord: (a) assign in whole or in part or otherwise transfer in whole or in part this Lease or the term and estate hereby granted, or advertise to do soLease, (b) sublet the Premises or any part thereof, or publicly offer or advertise in the media to do so (which shall not prohibit the listing of space with a licensed real estate broker and/or listing service in accordance with the terms of this Article 7), or allow the Premises or any part thereof same to be used, occupied or utilized by anyone any person other than Tenant and Tenant AffiliatesTenant, (c) advertise or publicize in the media the availability of the Premises or any part thereof, provided that Tenant may list the Premises or any part thereof for assignment or subletting with a broker, agent, representative or otherwise, who may advertise the availability of the Premises but may not advertise rental rates, or (d) mortgage, pledge, encumber or otherwise hypothecate this Lease or the Premises or any part thereof in any manner whatsoever or (d) permit the Premises or any part thereof to be occupied, or used for desk space, mailing privileges or otherwise, by any person other than Tenant, without in each instance obtaining the prior written consent of LandlordLease. (A) (1) 8.2. If and so long as Tenant is a corporation, the provisions of subdivision (a) of Section 7.01 shall apply to partnership, or a transfer (however accomplished, whether in a single transaction or in a series of related transactions or in a series of unrelated transactions, if in the later case effected within any three (3) year period) of stock (or any other mechanism such as, by way of examplelimited liability company, the issuance of additional stock, a stock voting agreement or change in class(es) of stock) which results in a change of control of Tenant as if such transfer of stock (or other mechanism) which results in a change of control of Tenant were following shall be deemed to be an assignment of this LeaseLease under Section 8.1 prohibited by said Section unless Tenant obtains the prior consent of Landlord: one or more sales or transfers of stock or partnership interests, except voluntarily, involuntarily, by operation of law or otherwise, or the issuance of new stock or partnership interests, as a result of which an aggregate of 50% or more of Tenant's stock or partnership interests shall be vested in a party or parties who are not stockholders or partners as of the date hereof; provided, however, that any such sale, transfer or issuance shall not be deemed an assignment or sublet if (xi) it was effected for legitimate business purposes and not for the purpose of avoiding the limitations on assignment and subletting set forth in this Article 8 and (ii) Tenant gives Landlord and each Superior Mortgagee and Superior Lessor notice of such transaction within thirty (30) days after the closing of such transaction. This Section and Section 8.1(a) shall not apply to transactions with a corporation, partnership or limited liability company into or with which Tenant is merged or consolidated or to which substantially all of Tenant's assets are transferred or to any corporation, partnership or limited liability company which controls or is controlled by Tenant or an affiliate of Tenant or is under common control with Tenant if (a) the transfer successor to Tenant, based on customary real estate standards, has a sufficient financial ability to support the obligations of Tenant under this Lease during the Term, and (b) proof reasonably satisfactory to Landlord of such financial ability is delivered to Landlord at least 10 days prior to the effective date of any such transaction. The provisions of this Section shall not apply to any corporation all the outstanding capital voting stock of Tenant by persons or parties through the “over the counter market” or through any recognized stock exchange, which is listed on a national securities exchange (other than those deemed “insiders” within the meaning of as defined in the Securities Exchange Act of 1934, as amended) or is traded in the over-the-counter market with quotations reported by the National Association of Securities Dealers through its automated system for reporting quotations. Notwithstanding the foregoing, the original Tenant herein named shall have the right to assign this Lease to an affiliate of the original Tenant herein named without Landlord's consent, provided (x) Tenant gives notice to Landlord of such assignment at least 30 days prior to the effective date thereof, (y) such affiliate of the original Tenant is not insolvent and would not be deemed an assignment rendered insolvent by the assumption of this Lease, and (yz) the transfer (however accomplishedconditions of Section 8.4 are satisfied. 8.3. If this Lease is assigned, whether or not in a single transaction or in a series of related transactions or in a series of unrelated transactions, if in the later case effected within any three (3) year period) of stock (or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock) violation of the Tenant named herein (or a Tenant Successor) shall not be deemed an assignment provisions of this Lease, provided Landlord may collect rent from the assignee. If the Premises or any part thereof is sublet or occupied by any person other than Tenant, whether or not in violation of this Lease, Landlord may, after default by Tenant and expiration of Tenant's time to cure such default, collect rent from the subtenant or occupant. In either event, Landlord may apply the net amount collected to Fixed Rent and Additional Charges, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the provisions of this Article, or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of Tenant's obligations under this Lease. The consent by Landlord to any assignment, mortgaging, subletting or occupancy by others shall not relieve Tenant of the obligation to obtain the consent of Landlord to any other or further assignment, mortgaging, subletting or occupancy by others not expressly permitted by this Article 8. References in this Lease to occupancy by others than Tenant shall not be construed as limited to subtenants and those claiming through or under subtenants but shall be construed as including also licensees and others claiming through or under Tenant, immediately or remotely. 8.4. Any assignment or transfer, whether or not Landlord's consent is required, shall be made only if and shall not be effective until the assignee executes, acknowledges and delivers to Landlord an agreement in form and substance reasonably satisfactory to Landlord whereby the assignee assumes the obligations of Tenant under this Lease and whereby the assignee agrees that the same provisions of this Article shall, notwithstanding such assignment or transfer, continue to be binding upon it in respect of all future assignments and transfers. Subject to the provisions of Section 8.5 and notwithstanding any assignment or transfer, whether or not in violation of the provisions of this Lease, and notwithstanding the acceptance of Fixed Rent or Additional Charges by Landlord from an assignee, transferee, or any other person, the original Tenant herein named and any and all successors in interest of the original Tenant herein named shall be done for a valid business reason remain fully liable (jointly and not severally with any immediate or remote successor in interest, including the then Tenant) for the purpose payment of avoiding Fixed Rent and Additional Charges and for the restrictions other obligations of Tenant under this Lease. 8.5. The liability under this Lease of the original Tenant herein named and any immediate or remote successor in interest of the original Tenant herein named shall not be discharged, released or impaired in any respect by any agreement or stipulation made by Landlord with the then Tenant extending the time of, or modifying any of the obligations under, this Lease, or by any waiver or failure of Landlord to enforce any of the obligations of Tenant under this Lease; provided, however, that the original Tenant herein named shall not be bound by any agreements made by Landlord with any then Tenant which increase the obligations or liability of the Tenant hereunder. 8.6. Neither the listing of any name other than that of Tenant, whether on transferthe door of the Premises or the Building directory, subletting and or otherwise, nor the acceptance by Landlord of any check drawn by a person other than Tenant in payment of Fixed Rent or Additional Charges, shall operate to vest in any person any right or interest in this Lease or in the Premises, nor shall same be deemed to be the consent of Landlord to any assignment contained or transfer of this Lease or to any sublease of the Premises or to the occupancy thereof by any person other than Tenant. 8.7. Except as specifically provided to the contrary in this Article 78, if Tenant desires to assign this Lease or sublet all or any part or the Premises, including any assignment or subletting pursuant to Insolvency Laws, Tenant shall give notice thereof to Landlord, which notice shall be accompanied by (a) a conformed or photostatic copy of the proposed assignment or sublease, the effective date (as to an assignment) or commencement date (as to a sublease) of which shall be at least 30 days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Premises, and (c) with respect to a proposed assignment, current financial information in respect of the proposed assignee, including its most recent financial report. The provisions Such notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord's designee) may terminate this Lease with respect to the space in question if the proposed transaction (the "Proposed Transaction") is an assignment or is a sublease of this Section 7.02(A)(1) all or substantially all of the Premises to any person other than an affiliate of the original Tenant herein named. Said option may be exercised by Landlord by notice to Tenant at any time within 15 Business Days after such notice given by Tenant to Landlord, and during such 15 Business Day period Tenant shall not apply assign this Lease or sublet such space to subtenantsany person. If Landlord exercises its option to terminate this Lease, then this Lease shall terminate on the date that the assignment was to be effective or the sublet was to commence, and Fixed Rent and Additional Charges shall be apportioned as of such date, and Tenant shall pay any transfer taxes due and owing in connection with the termination, including any New York State Real Property Transfer Taxes and New York City Real Property Transfer Taxes and any sums due under Section 8.10, and no other sums which may accrue on or after the effective date of termination with respect to the portion of the Premises as to which the Lease has terminated shall be due hereunder.

ASSIGNMENT, SUBLETTING AND MORTGAGING. 7.01 (a) Tenant shall not, whether voluntarily, involuntarily, or by operation of law or otherwise (ai) assign in whole or in part or otherwise transfer in whole or in part this Lease or the term and any interest or estate hereby granted, or advertise to do soherein, (bii) sublet the Premises or any part thereof, or publicly offer or advertise in the media to do so (which shall not prohibit the listing of space with a licensed real estate broker and/or listing service in accordance with the terms of this Article 7), thereof or allow the Premises or any part thereof to be usedused or occupied by others in violation of Article 2, occupied or utilized by anyone other than Tenant and Tenant Affiliates, (ciii) mortgage, pledge, encumber or otherwise hypothecate this Lease or the Premises or any part thereof in any manner whatsoever or (d) permit the Premises or any part thereof to be occupied, or used for desk space, mailing privileges or otherwise, by any person other than Tenant, manner; without in each instance obtaining the prior written consent of Landlord. , except as otherwise provided in this Article 7. For purposes of this Article 7, (A) (1) If Tenant is a corporation, the provisions of subdivision (a) of Section 7.01 shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related transactions or in a series of unrelated transactions, if in the later case effected within any three (3) year period) of stock (or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock) which results in a change of control of Tenant as if such transfer or any subtenant at any one time or over a period of stock (or other mechanism) which results in time through a change series of control of Tenant were transfers shall be deemed an assignment of this LeaseLease or such sublease, except that as the case may be, and (xB) a material modification, amendment or extension of a sublease requiring Landlord's consent hereunder shall be deemed a sublease requiring approval of the relevant provisions thereof in accordance with the terms of this Article 7, and (C) 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 7. For the purposes of this Article 7, "control" shall be deemed to mean either (1) ownership of not less than fifty percent (50%) of the issued and outstanding capital stock of any corporate entity or not less than fifty percent (50%) of the legal and equitable interest in any other business entity or (2) ownership of not less than twenty-five percent (25%) of the issued and outstanding capital stock of any corporate entity or not less than twenty-five percent (25%) of the legal and equitable interest in any other business entity and the possession of the power directly or indirectly to direct or cause the direction of management and policy of such corporation, partnership or other business entity, whether through the ownership of voting securities, by contract, common directors or officers, the contractual right to manage the business affairs of any such corporation, partnership or business entity or otherwise. For purposes of the foregoing sentence, stock ownership shall be determined in accordance with the principles set forth in Section 544 of the Internal Revenue Code of 1986, as the same existed on October 22, 1986 and the transfer of the outstanding capital stock Stock of Tenant any corporate tenant or subtenant shall be deemed not to include the sale of such Stock by persons or parties parties, through the “over 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) shall not be deemed an assignment of this Lease, and (y) the transfer (however accomplished, whether in a single transaction or in a series of related transactions or in a series of unrelated transactions, if in the later case effected within any three (3) year period) of stock (or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock) of the Tenant named herein (or a Tenant Successor) shall not be deemed an assignment of this Lease, provided that the same shall be done for a valid business reason and not for the purpose of avoiding the restrictions on transfer, subletting and assignment contained in this Article 7. The provisions of this Section 7.02(A)(1) shall not apply to subtenants.

ASSIGNMENT, SUBLETTING AND MORTGAGING. 7.01 (a) Tenant shall not, whether voluntarily, involuntarily, or by operation of law or otherwise (a1) assign in whole or in part or otherwise transfer in whole or in part this Lease lease or the term and estate hereby granted, or advertise to do so, (bii) sublet the Premises or any part thereof, or publicly offer allow the same to be used or advertise in the media to do so occupied by any person other than Tenant for any purpose (which shall not prohibit the listing of space with a licensed real estate broker and/or listing service in accordance with the terms of this Article 7including desk space, mailing privileges or otherwise), or allow the Premises or any part thereof to be used, occupied or utilized by anyone other than Tenant and Tenant Affiliates, (ciii) mortgage, pledge, encumber or otherwise hypothecate this Lease lease or the Premises or any part thereof in any manner whatsoever or (d) permit the Premises or any part thereof to be occupied, or used for desk space, mailing privileges or otherwise, by any person other than Tenantwhatsoever, without in each instance obtaining the prior written consent of Landlord. The consent by Landlord to a particular assignment, subletting or mortgaging shall not in any way be considered a consent by Landlord to any other or further assignment, subletting or mortgaging. (A) (1b) If Tenant Tenant, or any subtenant, is a corporation, the provisions of subdivision (a) of Section 7.01 16.1 shall apply to a transfer (however accomplished, whether in a single transaction by one or in a series of related transactions or in a series of unrelated transactions, if in the later case effected within any three (3) year periodmore transfers) of stock (or any other mechanism (such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) classes of stock) which results in a change of control of Tenant (or such subtenant) or, in the event of a transfer permitted pursuant to subclauses (x), (y) or (z) below, transfers of stock which result in a change of control of such transferee, as if such transfer of stock which results in a change of control of Tenant or such transferee were an assignment of this lease, and if Tenant or such transferee is a partnership, limited liability company or joint venture, said provisions shall apply with respect to a transfer (by one or more transfers) of an interest in the distributions of profits and losses of such partnership, limited liability company or joint venture or other mechanismmechanism (such as, by way of example, the creation of additional general partnership, limited partnership or membership interests) which results in a change of control of Tenant such partnership, limited liability company or joint venture, as if such transfer of an interest in the distributions of profits and losses of such partnership, limited liability company or joint venture which results in a change of control of such partnership or joint venture were an assignment of this Lease, except that (x) the transfer of the outstanding capital stock of Tenant 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) shall not be deemed an assignment of this Lease, and (y) the transfer (however accomplished, whether in a single transaction or in a series of related transactions or in a series of unrelated transactions, if in the later case effected within any three (3) year period) of stock (or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock) of the Tenant named herein (or a Tenant Successor) shall not be deemed an assignment of this Lease, provided that the same shall be done for a valid business reason and not for the purpose of avoiding the restrictions on transfer, subletting and assignment contained in this Article 7. The lease; but said provisions of this Section 7.02(A)(1) shall not apply to subtenants.(x) transactions with a corporation into or with which Tenant is merged or consolidated, (y) transactions with a corporation, limited liability company or partnership to which substantially all of Tenant's assets are transferred or (z) transfers to any corporation, limited liability company or partnership which controls or is controlled by Tenant or is under common control with Tenant, provided that in any of such events (i) the successor to Tenant or transferee is a reputable entity of good character and has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (1) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (2) the net worth of the Tenant herein named on the date of this lease, (ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord

ASSIGNMENT, SUBLETTING AND MORTGAGING. 7.01 (a) Except as expressly provided in this Article 7, Tenant shall not, whether voluntarily, involuntarily, or by operation of law or otherwise (ai) assign in whole or in part or otherwise transfer in whole or in part this Lease or the term Term and estate hereby granted, or advertise to do sowithout the prior written consent of Landlord in each instance, (bii) sublet the Premises or any part thereof, or publicly offer or advertise without the prior written consent of Landlord in the media to do so (which shall not prohibit the listing of space with a licensed real estate broker and/or listing service in accordance with the terms of this Article 7), or allow the Premises or any part thereof to be used, occupied or utilized by anyone other than Tenant and Tenant Affiliateseach instance, (ciii) mortgage, pledge, encumber or otherwise hypothecate this Lease or the Premises or any part thereof in any manner whatsoever or whatsoever, (div) permit the Premises or any part thereof to be occupied, or used for desk space, mailing privileges or otherwise, by any person other than Tenant, without in each instance obtaining the prior written consent of LandlordLandlord in each instance as set forth in this Article 7, or (v) advertise or list with a broker, agent or otherwise, or publicize in any way the availability of, the Premises at a rental rate less than the rental rate at which Landlord is then offering to Lease comparable space in the Building. (Ab) For purposes of this Article 7 (1but subject to Section 7.02(a)), (i) If Tenant is a corporationthe direct or indirect transfer of control of Tenant, the provisions of subdivision Guarantor (aif any) of Section 7.01 shall apply to a transfer or any subtenant (however accomplished, whether in a single transaction or in a series of related transactions or in a series of unrelated transactions, if in the later case effected within any three (3) year period) of stock (or any other mechanism such asincluding, by way of exampleexample only, the admission of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant and/or its parent, transfer of stock, issuance of additional stock, a redemption of stock, stock voting agreement agreement, or change in class(es) classes of stock) which results in a change stock and including, without limitation, and by way of control of Tenant as if such example only, the transfer of stock (or other mechanism) which results in a change of control of Tenant were an assignment of this Lease, except that (x) the transfer majority of the outstanding capital stock of a company, which company owns one hundred percent (100%) of a second tier company, which in turn owns fifty one percent (51%) of the outstanding capital stock of a corporate tenant under this Lease) shall be deemed an assignment of this Lease or such sublease, as the case may be, 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 to the transfer or afterwards, except that the transfer of stock of Tenant or any Guarantor or subtenant by persons or parties through the “over the counter market” or through any recognized stock exchange, securities exchange or pursuant to an initial public offering (other than those deemed “insiders” within the meaning of the Securities Exchange Act of 1934, as amended) shall not be deemed an assignment of this Lease, and (yii) a “take-over agreement” pursuant to which one or more persons shall agree to assume the transfer (however accomplished, whether obligations of Tenant hereunder in a single transaction or consideration of Tenant leasing space in a series of related transactions or in a series of unrelated transactions, if in the later case effected within any three (3) year period) of stock (or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock) of the Tenant named herein (or a Tenant Successor) another building shall not be deemed an assignment of this Lease, provided that the same (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 done for a valid business reason and not for bound by the purpose provisions of avoiding the restrictions on transfer, subletting and assignment contained in this Article 7, and (iv) a modification or amendment of a sublease previously consented to by Landlord that extends the term of the sublease, reduces the rent payable thereunder or adds additional space (other than pursuant to a provision contained in such sublease) shall be deemed a new sublease. The Tenant agrees to furnish to Landlord, within ten (10) Business Days after demand, any such information and assurances as Landlord may reasonably request that neither Tenant, nor any subtenant, is in violation of the provisions of this Section 7.02(A)(17.01(b). (c) For purposes of this Article 7, the term “control” shall not apply to subtenants.mean either

ASSIGNMENT, SUBLETTING AND MORTGAGING. 7.01 7.01. Except as may be expressly permitted herein, Tenant shall not, whether voluntarily, involuntarily, or by operation of law or otherwise otherwise, without in each instance obtaining the prior written consent of Landlord: (a) assign in whole or in part or otherwise transfer in whole or in part this Lease lease or the term and estate hereby granted, or advertise to do so, (b) sublet the Premises or any part thereof, or publicly offer or advertise in the media to do so (which shall not prohibit the listing of space with a licensed real estate broker and/or listing service in accordance with the terms of this Article 7), or allow the Premises or any part thereof same to be used, occupied or utilized by anyone other than Tenant and Tenant AffiliatesTenant, (c) mortgage, pledge, encumber or otherwise hypothecate this Lease lease or the Premises or any part thereof or any Tenant's Improvements in any manner whatsoever whatsoever, other than as specifically set forth in Section 11.10, or (d) permit the Premises or any part thereof to be occupied, occupied or used for desk space, space or mailing privileges or otherwise, by any person other than Tenant, without in each instance obtaining the prior written consent of Landlord. (A) (1a) If Tenant is a corporation, the provisions of subdivision (a) of Section 7.01 shall apply to then a transfer (however accomplished, whether in a single transaction or in a series of related transactions or in a series of unrelated transactions, if in the later case effected within any three (3) year period) of stock (by a single transfer or by multiple transfers effected pursuant to a common plan) or any other mechanism transaction (such as, by way of example, the issuance of additional stock, the redemption of stock, a stock voting agreement or agreement, a change in class(es) classes of stockstock or a merger or consolidation involving Tenant) which transfer or other transaction results in a change of control of Tenant as (or, in the event of a merger or consolidation involving Tenant, a change of control of the resulting corporation), shall be deemed, for all purposes of this Article 7, an assignment of this lease, and if such Tenant is a partnership, joint venture or other non-corporate entity, then a transfer of stock (an interest in the distributions of profits and losses of such partnership, joint venture or other mechanismnon-corporate entity (by a single transfer or by multiple transfers effected pursuant to a common plan) or any other transaction (such as, by way of example, the creation of partnership interests) which transfer or other transaction results in a change of control of Tenant were such partnership, joint venture or other non-corporate entity, shall be deemed, for all purposes of this Article 7, an assignment of this Leaselease. As used above in this Section 7.02(a), except that (x) the transfer of the outstanding capital stock of Tenant by persons or parties term "TRANSFER" shall not include sales effected through the “over the "over-the-counter market” " or through any recognized stock exchange, (other than those unless such sales are effected by persons deemed “"insiders” " within the meaning of the Securities Exchange Act of 1934, as amended) shall not be deemed an assignment of this Lease, and (y) the transfer (however accomplished, whether in a single transaction or in a series of related transactions or in a series of unrelated transactions, if in the later case effected within any three (3) year period) of stock (or any other mechanism such as, by way of example. As used herein, the issuance of additional stock, a stock voting agreement or change term "CONTROL" shall have the meaning ascribed thereto in class(es) of stock) of the Tenant named herein (or a Tenant Successor) shall not be deemed an assignment of this Lease, provided that the same shall be done for a valid business reason and not for the purpose of avoiding the restrictions on transfer, subletting and assignment contained in this Article 7. The provisions of this Section 7.02(A)(1) shall not apply to subtenants31 hereof.

ASSIGNMENT, SUBLETTING AND MORTGAGING. 7.01 15.1. Tenant shall not, whether voluntarily, involuntarily, involuntarily or by operation of law or otherwise otherwise, (a) assign in whole or in part or otherwise transfer in whole or in part this Lease or the term and estate hereby granted, or advertise to do so, (b) sublet the Premises or any part thereof, or publicly offer or advertise in the media to do so (which shall not prohibit the listing of space with a licensed real estate broker and/or listing service in accordance with the terms of this Article 7), or allow the Premises demised premises or any part thereof or allow the same to be used, occupied or utilized by anyone other than Tenant and Tenant Affiliatesothers or in violation of Article 2 hereof, (c) mortgage, pledge, encumber or otherwise hypothecate this Lease or the Premises demised premises or any part thereof in any manner whatsoever or manner, (d) permit the Premises demised premises or any part thereof to be occupied, occupied or used for desk space, mailing privileges or otherwise, by any person other than Tenantothers, without or (e) publicly advertise, or authorize a broker to publicly advertise for a subtenant or an assignee, without, in each instance instance, obtaining the prior written consent of Landlord. Landlord (Awhich shall not be unreasonably withheld, conditioned or delayed with respect to clause (e) above), except as otherwise expressly provided in this Article 15. For purposes of this Article 15, except as otherwise provided in Section 15.2,: (1i) If if Tenant (or any subtenant) is a corporation, the provisions of subdivision clause (a) of this Section 7.01 15.1 shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related transactions or in a series of unrelated transactions, if in the later case effected within any three (3) year period) of stock (or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock) which results in a change of control of Tenant (or such subtenant) as if such transfer of stock (or other mechanism) which results in a change of control of Tenant (or such subtenant) were an assignment of this LeaseLease (including, without limitation, and by way of example only, the transfer of a majority of the outstanding voting stock of a company, which company owns one hundred percent (100%) of a second tier company, which in turn owns fifty-one percent (51%) of the outstanding voting stock of a corporate tenant hereunder), except that (x) the transfer of the outstanding capital stock of Tenant or any subtenant by persons or parties through though 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) shall not be deemed an assignment of this Lease, and if Tenant (yor such subtenant) the is a partnership or joint venture or limited liability company (herein called a “LLC”), said provisions shall apply with respect to a direct or indirect transfer (however accomplished, whether in a single transaction by one or in a series of related transactions or in a series of unrelated transactions, if in the later case effected within any three (3) year periodmore transfers) of stock an interest in such partnership, joint venture or LLC (or any other mechanism mechanism, such as, by way of example, the issuance creation of additional stockgeneral partnership or limited partnership interests) which results in a change of control of such partnership, joint venture or LLC, or of a stock voting agreement corporation, partnership, joint venture or change LLC which controls such entity, as if such transfer of an interest in class(es) of stock) of the Tenant named herein such partnership, joint venture or LLC (or other mechanism) which results in a Tenant Successor) shall not be deemed change of control of such partnership, joint venture or LLC were an assignment of this LeaseLease (including, provided that without limitation, and by way of example only, the same shall be done for transfer of a valid business reason and not for majority of the purpose interests in a partnership, which partnership owns one hundred percent (100%) of avoiding the restrictions on transfer, subletting and assignment contained in this Article 7. The provisions of this Section 7.02(A)(1) shall not apply to subtenants.a