Common use of ASSIGNMENT, SUBLETTING AND MORTGAGING Clause in Contracts

ASSIGNMENT, SUBLETTING AND MORTGAGING. 15.1. Except as otherwise expressly specified herein, 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, (b) sublet the demised premises or any part thereof or allow the same to be used, occupied or utilized by others or in violation of Article 2 hereof, (c) mortgage, pledge, encumber or otherwise hypothecate this Lease or the demised premises or any part thereof in any manner, (d) subject to the provisions of Section 15.16, permit the demised premises or any part thereof to be occupied or used for desk space, mailing privileges or otherwise, by others or (e) advertise, or authorize a broker to advertise, for a subtenant or an assignee, without, in each instance, obtaining the prior consent of Landlord. Except as hereinafter expressly specified, for purposes of this Article 15: (i) if Tenant (or any subtenant) is a corporation, the provisions of clause (a) of this Section 15.1 shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related or unrelated transactions) 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 Lease (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 the direct or indirect transfer of the outstanding capital stock of Tenant, any subtenant or any corporate owner of either at any level by persons or parties 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 (or such subtenant) 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 (by one or more transfers) of an interest in such partnership, joint venture or LLC (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership interests) which results in a change of control of such partnership, joint venture or LLC, or of a corporation, partnership, joint venture or LLC which controls such entity, as if such transfer of an interest in such partnership, joint venture or LLC (or other mechanism) which results in a change of control of such partnership, joint venture or LLC were an assignment of this Lease (including, without limitation, and by way of example only, the transfer of a majority of the interests in a partnership, which partnership owns one hundred percent (100%) of a second tier partnership, which in turn owns fifty-one percent (51%) of the interests in a partnership tenant 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 15 and (iii) an extension or other material modification or amendment of a sublease shall be deemed a sublease. For purposes of this Section 15.1, the term “control“ shall mean, in the case of a corporation, ownership or voting control, directly or indirectly, of at least fifty percent (50%) of all the voting stock, and in case of a joint venture or partnership or similar entity, ownership or voting control, directly or indirectly, of at least fifty percent (50%) or all the general or other partnership (or similar) interests therein. Any agreement pursuant to which (A) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or a part of fixed annual rent or additional rent under this Lease, and/or (B) such third party undertakes or is granted any right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the demised premises, shall be deemed a transfer of this Lease and subject to the provisions of this Section 15.1.

ASSIGNMENT, SUBLETTING AND MORTGAGING. 15.17.01. Except as otherwise expressly specified hereinSubject to the provisions of this Article 7, Tenant shall not, whether voluntarily, involuntarily or by operation of law or otherwise, may (a) assign in whole or in part or otherwise transfer in whole or in part this Lease lease or the term and estate hereby grantedgranted without Landlord’s consent, provided that (i) no assignee of this lease shall be a person that is entitled to sovereign immunity, (ii) no assignee shall be a party whose principal business is owning and/or operating real property, (iii) such assignee shall meet the requirements of clauses (i) and (ii) of Section 35.17 and, if requested by Landlord, shall certify the same to Landlord, and (iv) the Guaranty shall remain in full force and effect and/or (b) sublet the demised premises Premises or any part thereof or (including, without limitation, any portion of the roof) and allow the same to be used, occupied or and/or utilized by others or in violation of Article 2 hereofanyone other than Tenant at any time and from time to time without Landlord’s consent, (c) mortgage, pledge, encumber or otherwise hypothecate this Lease or provided and upon the demised premises or any part thereof in any manner, (d) subject to the provisions of Section 15.16, permit the demised premises or any part thereof to be occupied or used for desk space, mailing privileges or otherwise, by others or (e) advertise, or authorize a broker to advertise, for a subtenant or an assignee, without, in each instance, obtaining the prior consent of Landlord. Except as hereinafter expressly specified, for purposes of this Article 15: condition that (i) if Tenant (or any subtenant) is a corporation, this lease and the provisions of clause (a) of this Section 15.1 shall apply to a transfer (however accomplished, whether Guaranty are in a single transaction or in a series of related or unrelated transactions) 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 Lease (including, without limitation, full force 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 the direct or indirect transfer of the outstanding capital stock of Tenant, any subtenant or any corporate owner of either at any level by persons or parties 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 (or such subtenant) 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 (by one or more transfers) of an interest in such partnership, joint venture or LLC (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership interests) which results in a change of control of such partnership, joint venture or LLC, or of a corporation, partnership, joint venture or LLC which controls such entity, as if such transfer of an interest in such partnership, joint venture or LLC (or other mechanism) which results in a change of control of such partnership, joint venture or LLC were an assignment of this Lease (including, without limitation, and by way of example only, the transfer of a majority of the interests in a partnership, which partnership owns one hundred percent (100%) of a second tier partnership, which in turn owns fifty-one percent (51%) of the interests in a partnership tenant hereunder)effect, (ii) the sublease or occupancy by 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 subtenant conforms with the provisions of this Article 15 Sections 7.06 and 7.07, (iii) an extension no subtenant shall be a person that is entitled to sovereign immunity, (iv) each subtenant shall meet the requirements of clauses (i) and (ii) of Section 35.17 and, if requested by Landlord, shall certify the same to Landlord, and (v) no sublease or use by any subtenant shall be for a Prohibited Use. A list of subleases and other third party agreements that encumber the Real Property as of the date hereof is attached hereto as Schedule 3 (herein called “Current Occupancy Agreements”). Landlord acknowledges that Tenant is entitled to all revenue generated prior to and during the Term from the Current Occupancy Agreements as well as from any other subleases, licenses, assignments or other material modification agreements entered into by Tenant prior to or amendment of a sublease shall be deemed a sublease. For purposes of this Section 15.1, during the term “control“ shall mean, in the case of a corporation, ownership or voting control, directly or indirectly, of at least fifty percent (50%) of all the voting stock, and in case of a joint venture or partnership or similar entity, ownership or voting control, directly or indirectly, of at least fifty percent (50%) or all the general or other partnership (or similar) interests therein. Any agreement pursuant Term with respect to which (A) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or a part of fixed annual rent or additional rent under this Lease, and/or (B) such third party undertakes or is granted any right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the demised premises, shall be deemed a transfer Real Property and Tenant acknowledges that it is responsible for all obligations of the lessor under the Current Occupancy Agreements whether arising before or after the date of this Lease and subject to the provisions of this Section 15.1lease.

ASSIGNMENT, SUBLETTING AND MORTGAGING. 15.1. Except as otherwise expressly specified herein, 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, (b) sublet the demised premises or any part thereof or allow the same to be used, occupied or utilized by others or in violation of Article 2 hereof, (c) mortgage, pledge, encumber or otherwise hypothecate this Lease or the demised premises or any part thereof in any manner, (d) subject to the provisions of Section 15.16, permit the demised premises or any part thereof to be occupied or used for desk space, mailing privileges or otherwise, by others others, or (e) publicly advertise, or authorize a broker to advertise, publicly advertise for a subtenant or an assignee, without, in each instance, obtaining the prior consent of LandlordLandlord (which shall not be unreasonably withheld, conditioned or delayed with respect to clause (e) above), except as otherwise expressly provided in this Article 15. Except as hereinafter expressly specified, for For purposes of this Article 15, except as otherwise provided in Section 15.2,: (i) if Tenant (or any subtenant) is a corporation, the provisions of clause (a) of this Section 15.1 shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related or unrelated transactions) 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 Lease (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 the direct or indirect transfer of the outstanding capital stock of Tenant, Tenant or any subtenant or any corporate owner of either at any level by persons or parties 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 (or such subtenant) 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 (by one or more transfers) of an interest in such partnership, joint venture or LLC (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership interests) which results in a change of control of such partnership, joint venture or LLC, or of a corporation, partnership, joint venture or LLC which controls such entity, as if such transfer of an interest in such partnership, joint venture or LLC (or other mechanism) which results in a change of control of such partnership, joint venture or LLC were an assignment of this Lease (including, without limitation, and by way of example only, the transfer of a majority of the interests in a partnership, which partnership owns one hundred percent (100%) of a second tier partnership, which in turn owns fifty-one percent (51%) of the interests in a partnership tenant 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 15 and (iii) an extension or other material modification or amendment of a sublease shall be deemed a sublease. For purposes of this Section 15.1, the term “control“ shall mean, in the case of a corporation, ownership or voting control, directly or indirectly, of at least fifty percent (50%) of all the voting stock, and in case of a joint venture or partnership or similar entity, ownership or voting control, directly or indirectly, of at least fifty percent (50%) or all the general or other partnership (or similar) interests therein. Any agreement pursuant to which (A) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or a part of fixed annual rent or additional rent under this Lease, and/or (B) such third party undertakes or is granted any right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the demised premises, shall be deemed a transfer of this Lease and subject to the provisions of this Section 15.1.a

ASSIGNMENT, SUBLETTING AND MORTGAGING. 15.1. Except as otherwise expressly specified herein, 7.1 (a) Tenant shall not, whether voluntarily, involuntarily involuntarily, or by operation of law or otherwise, 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 grantedherein, (bii) sublet the demised premises or any part thereof or allow the same premises or any part thereof to be used, used or occupied or utilized by others or in violation of Article 2 hereof2, or (ciii)) mortgage, pledge, encumber or otherwise hypothecate this Lease or the demised premises or any part thereof in any manner, (d) subject to the provisions of Section 15.16, permit the demised premises or any part thereof to be occupied or used for desk space, mailing privileges or otherwise, by others or (e) advertise, or authorize a broker to advertise, for a subtenant or an assignee, without, ; without in each instance, instance obtaining the prior written consent of LandlordLandlord (which consent shall not be unreasonably withheld, delayed or conditioned), except as otherwise provided in this Article 7. Except as hereinafter expressly specified, for For purposes of this Article 15: 7, (iA) if Tenant (or any subtenant) is a corporation, the provisions of clause (a) of this Section 15.1 shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related or unrelated transactions) 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 Lease (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 the direct or indirect transfer of the outstanding capital stock of Tenant, any subtenant or any corporate owner of either at any level by persons one time or parties though the “over the counter market” or a period of time through any recognized stock exchange, (other than those deemed “insiders” within the meaning a series of the Securities Exchange Act of 1934, as amended) transfers shall not be deemed an assignment of this LeaseLease or such sublease, as the case may be, and if Tenant (B) a material modification, amendment or such subtenant) is extension (but not a partnership or joint venture or limited liability company (herein called a “LLC“)surrender, said provisions provided that Landlord shall apply with respect to a direct or indirect transfer (by one or more transfers) of an interest in such partnership, joint venture or LLC (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership interests) which results in a change of control of such partnership, joint venture or LLC, or of a corporation, partnership, joint venture or LLC which controls such entity, as if such transfer of an interest in such partnership, joint venture or LLC (or other mechanism) which results in a change of control of such partnership, joint venture or LLC were an assignment of this Lease (including, without limitation, and by way of example only, the transfer of a majority have received notice of the interests in surrender, accompanied by a partnershipcopy of the proposed surrender agreement, which partnership owns one hundred percent (100%prior to the effective date thereof) of a second tier partnership, which in turn owns fifty-one percent (51%) sublease requiring Landlord's consent hereunder shall be deemed a sublease requiring approval of the interests relevant provisions thereof in a partnership tenant hereunder)accordance with the terms of this Article 7, and (iiC) any person Person or legal representative of Tenant, Tenant to whom Tenant’s 's interest under this Lease passes by operation of law, law or otherwise, otherwise shall be bound by the provisions of this Article 15 and (iii) an extension or other material modification or amendment of a sublease shall be deemed a sublease7. For the purposes of this Section 15.17.1(a), the term “control“ shall mean, in the case of a corporation, ownership or voting control, directly or indirectly, of at least fifty percent (50%) of all the voting stock, and in case of a joint venture or partnership or similar entity, ownership or voting control, directly or indirectly, of at least fifty percent (50%) or all the general or other partnership (or similar) interests therein. Any agreement pursuant to which (A) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or a part of fixed annual rent or additional rent under this Lease, and/or (B) such third party undertakes or is granted any right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the demised premises, shall be deemed a transfer of this Lease and subject to the provisions of this Section 15.1."