Common use of General Prohibition Clause in Contracts

General Prohibition. Tenant acknowledges that the economic concessions and rental rates set forth in this Lease were negotiated by Landlord and Tenant in consideration of, and would not have been granted by Landlord but for, the specific nature of the leasehold interest granted to Tenant hereunder, as such interest is limited and defined by various provisions throughout this Lease, including, but not limited to, the provisions of this Article 14 which define and limit the transferability of such leasehold interest. Tenant further acknowledges and agrees that the leasehold estate granted to Tenant hereunder is not a transferable interest in property, and Landlord hereby reserves the right to receive any increased rental value of the Premises during the Term as the same may be realized by any transfer of said estate, except to the extent Tenant is specifically granted the right to transfer all or part of its leasehold and to retain all or part of the increased rental value thereof pursuant to the provisions of this Article 14. Tenant shall not directly or indirectly, voluntarily or involuntarily assign, mortgage or otherwise encumber all or any portion of its interest in this Lease or in the Premises (collectively, "ASSIGNMENT") or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees or sublet the Premises (collectively, "SUBLEASE") or any portion thereof without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld subject to the provisions of Section 14.2 hereunder and any such attempted assignment, subletting, mortgage or other encumbrance without such consent shall be null and void and of no effect. Notwithstanding the foregoing, if Tenant is or has been at any time in default under any of the terms of this Lease, Tenant may not assign, transfer or sublet the Premises in whole or in part.

General Prohibition. Tenant Borrower acknowledges that Lender has examined ------------------- and relied on the economic concessions experience of Borrower and rental rates set forth the owners of the beneficial interest in this Lease were negotiated by Landlord Borrower and Tenant Borrower's constituent entities in consideration ofowning and operating properties such as the Properties in agreeing to make the Loan, and would not have been granted by Landlord but for, the specific nature that Lender will continue to rely on Borrower's ownership of the leasehold interest granted to Tenant hereunder, Properties as such interest is limited and defined by various provisions throughout this Lease, including, but not limited to, a means of maintaining the provisions of this Article 14 which define and limit the transferability of such leasehold interest. Tenant further acknowledges and agrees that the leasehold estate granted to Tenant hereunder is not a transferable interest in property, and Landlord hereby reserves the right to receive any increased rental value of the Premises during Collateral as security for repayment of the Term Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Properties so as to ensure that, should Borrower default in the same may be realized by any transfer repayment of said estatethe Obligations, except to the extent Tenant is specifically granted the right to transfer Lender can recover all or part of its leasehold and to retain all or part a portion of the increased rental value thereof pursuant to Obligations by a sale of the provisions of Collateral. Except as expressly provided herein, Lender may, at Lender's option, declare all the Obligations immediately due and payable, and Lender may invoke any rights and remedies permitted by this Article 14. Tenant shall not directly or indirectlyLoan Agreement and the other Loan Documents, voluntarily or involuntarily assign, mortgage or otherwise encumber all or any portion of its interest in this Lease or in the Premises (collectivelyevent that Borrower, "ASSIGNMENT") or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees or sublet the Premises (collectively, "SUBLEASE") or any portion thereof without obtaining the prior written consent of LandlordLender, which consent shall may not be unreasonably withheld subject by Lender after consideration of all relevant factors, sells, conveys, alienates, mortgages, encumbers, pledges, or otherwise transfers the Collateral or any part thereof or any interest therein, or permits the Collateral or any part thereof or any interest therein to the provisions of Section 14.2 hereunder and any such attempted assignmentbe sold, sublettingconveyed, mortgage alienated, mortgaged, encumbered, pledged or other encumbrance without such consent shall be null and void and of no effect. Notwithstanding the foregoingotherwise transferred (collectively, if Tenant is or has been at any time in default under any of the terms of this Lease, Tenant may not assign, transfer or sublet the Premises in whole or in parta "Transfer").

General Prohibition. Tenant acknowledges that the economic concessions and rental rates set forth in this Lease were negotiated by Landlord and Tenant in consideration of, and would not have been granted by Landlord but for, the specific nature of the leasehold interest granted to Tenant hereunder, as such interest is limited and defined by various provisions throughout this Lease, including, but not limited to, the provisions of this Article 14 which define and limit the transferability of such leasehold interest. Tenant further acknowledges and agrees that the leasehold estate granted to Tenant hereunder is not a transferable interest in property, and Landlord hereby reserves the right to receive any increased rental value of the Premises during the Term as the same may be realized by any transfer of said estate, except Subject to the extent Tenant is specifically granted the right to transfer all or part terms of its leasehold and to retain all or part of the increased rental value thereof pursuant to the provisions of this Article 14. Section 22(b) below, Tenant shall not, without Landlord’s prior written consent, which shall not be unreasonably withheld, directly or indirectly, voluntarily or involuntarily assignby operation of law, mortgage or otherwise encumber all or any portion of its interest in assign this Lease or in sublease the Premises (collectively, "ASSIGNMENT") or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees or sublet the Premises (collectively, "SUBLEASE") or any portion part thereof without obtaining or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the prior written consent of LandlordPremises, which consent shall not be unreasonably withheld subject to the provisions of Section 14.2 hereunder and any such attempted assignment, subletting, mortgage or other encumbrance without such consent attempt to do any of the foregoing shall be null and void and of no effect. If Tenant is a corporation, partnership or limited liability company, the shares or other ownership interests thereof which are not actively traded upon a stock exchange or in the over-the-counter market, a transfer or series of transfers whereby 50% or more of the issued and outstanding shares or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22. Notwithstanding the foregoing, if any public offering of shares or other ownership interest in Tenant is shall not be deemed an assignment. The reasons for Landlord’s reasonable withholding of consent shall include but not be limited to: (A) the business or has been at any time in default under financial reputation of the proposed assignee or sublessee, or the business or financial reputation of any of the terms respective principals or officers thereof, is objectionable in Landlord’s judgment, (B) the proposed assignee or sublessee is engaged in areas of scientific research or other business concerns that are controversial, in Landlord’s judgment, or its proposed use of the Premises will violate any applicable Legal Requirement, (C) the proposed assignee or sublessee is at that time an occupant of the Project or negotiating with Landlord or an affiliate thereof for the lease of other space in the Project (provided, however, that the foregoing limitation set forth in this clause (C) shall apply only if space having a similar size and utility as the Premises is available in the Project), (D) if the proposed transaction is not a sublease, the proposed assignee does not have a net worth, as of the date of the Transfer, at least equal to the greater of (x) the net worth of Tenant as of the date of the Lease, and (y) the net worth of Tenant may immediately prior to the Transfer Date, or otherwise lacks the creditworthiness to support the financial obligations it would incur under the proposed assignment in Landlord’s reasonable judgment, (E) if the proposed transaction is a sublease, the proposed sublessee does not assignhave a creditworthiness, transfer as of the date of transfer, sufficient to support the financial obligations it would incur under the proposed sublease in Landlord’s judgment, (F) the proposed assignee or sublet sublessee is a governmental agency, (G) in Landlord’s judgment the use of the Premises by the proposed assignee or sublessee would entail any alterations that would lessen the value of the leasehold improvements in whole the Premises, or would require increased services by Landlord, (H) Landlord has experienced previous defaults by or is in partlitigation with the proposed assignee or sublessee, (I) the proposed assignment or sublease will create a vacancy elsewhere in the Project, or (J) the assignment or sublease is prohibited by the Holder of a Mortgage on the Premises or Project.

General Prohibition. Tenant acknowledges that the economic concessions and rental rates set forth in this Lease were negotiated by Landlord and Tenant in consideration of, and would not have been granted by Landlord but for, the specific nature of the leasehold interest granted to Tenant hereunder, Except as such interest is limited and defined by various provisions throughout otherwise expressly permitted under this Lease, including, but not limited to, the provisions of this Article 14 which define and limit the transferability of such leasehold interest. Tenant further acknowledges and agrees that the leasehold estate granted to Tenant hereunder is not a transferable interest in property, and Landlord hereby reserves the right to receive any increased rental value of the Premises during the Term as the same may be realized by any transfer of said estate, except to the extent Tenant is specifically granted the right to transfer all or part of its leasehold and to retain all or part of the increased rental value thereof pursuant to the provisions of this Article 14. Tenant shall not not, without Landlord’s prior written consent subject to and on the conditions described in this Section 22, Tenant shall not, directly or indirectly, voluntarily or involuntarily assignby operation of law, mortgage or otherwise encumber all or any portion of its interest in assign this Lease or in sublease the Premises (collectively, "ASSIGNMENT") or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees or sublet the Premises (collectively, "SUBLEASE") or any portion part thereof without obtaining or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the prior written consent of LandlordPremises, which consent shall not be unreasonably withheld subject to the provisions of Section 14.2 hereunder and any such attempted assignment, subletting, mortgage or other encumbrance without such consent attempt to do any of the foregoing shall be null and void and of no effect. Notwithstanding the foregoing, if If Tenant is a corporation, partnership or has been at any time limited liability company, the shares or other ownership interests thereof which are not actively traded upon a stock exchange or in default under any the over-the-counter market, a transfer or series of transfers whereby 49% or more of the terms issued and outstanding shares or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22. If Tenant may undertakes any particular transfer of stock or other ownership interest in Tenant which qualifies as a deemed assignment under this Lease and requires Landlord’s consent under this Lease and such consent is not assignobtained, Landlord shall be entitled to exercise any and all of Landlord’s rights and remedies under this Section 22 with respect to the deemed assignment of the Lease and any and all of Landlord’s rights and remedies under this Lease in connection with a Tenant Default if such transfer or sublet the Premises is not permitted and results in whole or in parta Tenant Default under this Lease.

General Prohibition. Tenant acknowledges that Without Landlord’s prior written consent subject to and on the economic concessions and rental rates set forth conditions described in this Lease were negotiated by Landlord and Tenant in consideration ofSection 22, and would not have been granted by Landlord but for, the specific nature of the leasehold interest granted to Tenant hereunder, as such interest is limited and defined by various provisions throughout this Lease, including, but not limited to, the provisions of this Article 14 which define and limit the transferability of such leasehold interest. Tenant further acknowledges and agrees that the leasehold estate granted to Tenant hereunder is not a transferable interest in property, and Landlord hereby reserves the right to receive any increased rental value of the Premises during the Term as the same may be realized by any transfer of said estate, except to the extent Tenant is specifically granted the right to transfer all or part of its leasehold and to retain all or part of the increased rental value thereof pursuant to the provisions of this Article 14. Tenant shall not not, directly or indirectly, voluntarily or involuntarily assignby operation of law, mortgage or otherwise encumber all or any portion of its interest in assign this Lease or in sublease the Premises (collectivelyor any part thereof or mortgage, "ASSIGNMENT") pledge, or permit hypothecate its leasehold interest or grant any concession or license within the Premises to be occupied by anyone other than Tenant or Tenant's employees or sublet the Premises (collectively, "SUBLEASE") or any portion thereof without obtaining the prior written consent of Landlordpart thereof, which consent shall not be unreasonably withheld subject to the provisions of Section 14.2 hereunder and any such attempted assignment, subletting, mortgage or other encumbrance without such consent attempt to do any of the foregoing shall be null and void and of no effect. If Tenant is a corporation, partnership (limited, general or other) or limited liability company (or other business associations), the shares or other ownership interests thereof which are not actively traded upon a stock exchange or in the over-the-counter market, a transfer or series of transfers whereby 49% or more of the issued and outstanding shares or other ownership interests of such corporation, partnership (limited, general or other) or limited liability company (or other business associations) are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities (or other business associations) which were owners thereof at time of execution of this Lease to persons or entities (or other business associations) who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company (or other business associations) at time of execution of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22; provided, for the avoidance of doubt, Landlord’s consent shall not be required for Permitted Assignments (as defined below). Notwithstanding the foregoing, if Tenant is shall have the right to obtain financing from institutional investors (including venture capital funding and corporate partners) which regularly invest in private biotechnology companies or has been at any time undergo a public offering which results in default a change in control of Tenant without such change of control constituting an assignment under any this Section 22 requiring Landlord consent, provided that (i) Tenant notifies Landlord in writing of the terms financing at least 5 business days prior to the closing of this Leasethe financing, Tenant may not assign, transfer or sublet and (ii) provided that in no event shall such financing result in a change in use of the Premises in whole or in partfrom the use contemplated by Tenant at the commencement of the Term.

General Prohibition. Tenant acknowledges that the economic concessions and rental rates set forth in this Lease were negotiated by Landlord and Tenant in consideration ofTenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors, and would assigns, covenants that it will not have been granted by Landlord but forassign, the specific nature of the leasehold interest granted to Tenant hereundermortgage, as such interest is limited and defined by various provisions throughout or encumber this Lease, includingnor sublease, nor permit the Premises or any part of the Premises to be used or occupied by others, without the prior written consent of Landlord in each instance, which consent will not be unreasonably withheld or delayed for users who intend to make the same use as Tenant, but not limited tootherwise may be arbitrarily withheld. Any assignment or sublease in violation of this Article 10 will be void. If this Lease is assigned, or if the Premises or any part of the Premises are subleased or occupied by anyone other than Tenant, Landlord may, after default by Tenant, collect Rent from the assignee, subtenant, or occupant, and apply the net amount collected to Rent. No assignment, sublease, occupancy, nor or collection will be deemed (a) a waiver of the provisions of this Article 14 which define and limit Section 10.1; (b) the transferability of such leasehold interest. Tenant further acknowledges and agrees that the leasehold estate granted to Tenant hereunder is not a transferable interest in property, and Landlord hereby reserves the right to receive any increased rental value acceptance of the Premises during assignee, subtenant, or occupant as Tenant; or (c) a release of Tenant from the Term as further performance by Tenant of covenants on the same may be realized by any transfer of said estate, except to the extent Tenant is specifically granted the right to transfer all or part of Tenant contained in this Lease. The consent by Landlord to an assignment or sublease will not be construed to relieve Tenant from obtaining Landlord's prior written consent in writing to any further assignment or sublease. No permitted subtenant may assign or encumber its leasehold and to retain all sublease or part of the increased rental value thereof pursuant to the provisions of this Article 14. Tenant shall not directly or indirectly, voluntarily or involuntarily assign, mortgage or otherwise encumber further sublease all or any portion of its interest in this Lease subleased space, or in the Premises (collectively, "ASSIGNMENT") or otherwise permit the Premises subleased space or any part of its subleased space to be used or occupied by anyone other than Tenant or Tenantothers, without Landlord's employees or sublet the Premises (collectively, "SUBLEASE") or any portion thereof without obtaining the prior written consent in each instance. As a condition to its consent required by this Article 10, Landlord may require Tenant's assignee or subtenant to agree to make such alterations to the Premises that may be necessary in order to comply with the Americans with Disabilities Act of 1990 and applicable related Florida law as it applies to the use, occupancy, or alteration of the Premises, and to deposit with Landlord 100% of Landlord, which consent shall not be unreasonably withheld subject to the provisions of Section 14.2 hereunder and any such attempted assignment, subletting, mortgage or other encumbrance without such consent shall be null and void and of no effect. Notwithstanding the foregoing, if Tenant is or has been at any time in default under any 's reasonable estimate of the terms cost of this Lease, Tenant may not assign, transfer or sublet the Premises in whole or in partsuch alterations.

General Prohibition. Tenant acknowledges that the economic concessions and rental rates set forth in this Lease were negotiated by Landlord and Tenant in consideration ofWithout Landlord's prior written consent, and would not have been granted by Landlord but for, the specific nature of the leasehold interest granted to Tenant hereunder, as such interest is limited and defined by various provisions throughout this Lease, including, but not limited to, the provisions of this Article 14 which define and limit the transferability of such leasehold interest. Tenant further acknowledges and agrees that the leasehold estate granted to Tenant hereunder is not a transferable interest in property, and Landlord hereby reserves the right to receive any increased rental value of the Premises during the Term as the same may be realized by any transfer of said estate, except to the extent Tenant is specifically granted the right to transfer all or part of its leasehold and to retain all or part of the increased rental value thereof pursuant to the provisions of this Article 14. Tenant shall not not, directly or indirectly, voluntarily or involuntarily assignby operation of law, mortgage or otherwise encumber all or any portion of its interest in assign this Lease or in sublease the Premises (collectivelyor any part thereof or mortgage, "ASSIGNMENT") pledge, or permit hypothecate its leasehold interest or grant any concession or license within the Premises to be occupied by anyone other than Tenant or Tenant's employees or sublet the Premises (collectively, "SUBLEASE") or any portion thereof without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld subject to the provisions of Section 14.2 hereunder and any such attempted assignment, subletting, mortgage or other encumbrance without such consent attempt to do any of the foregoing shall be null and void and of no effect. For purposes of this Section, a transfer of ownership interests controlling Tenant (other than in connection with one or more public offerings of the capital stock of Tenant) shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the foregoing, if Tenant shall have the right to assign its interest under this Lease and/or to sublet its interest in the Premises (an "APPROVED TRANSFER") to any entity: (i) which has 50% or more of the issued or outstanding shares of Tenant's stock; or (ii) in which Tenant or Tenant's 50% or greater owner has more than 50% or more of ownership interest; or (iii) into which Tenant is merged, with which Tenant is consolidated, or has been at any time in default under any which acquires all or substantially all of the terms assets of Tenant (collectively, an "APPROVED TRANSFEREE"), provided that the Approved Transferee first executes, acknowledges and delivers to Landlord an agreement whereby the Approved Transferee agrees to be bound by all of the covenants and agreements in this LeaseLease and that the Approved Transferee shall have a net worth (determined in accordance with generally accepted accounting principals consistently applied) immediately after such Approved Transfer which is at least equal to the net worth (as so determined) of Tenant immediately prior to the Approved Transfer (or as of the date hereof, if greater). Tenant may not assign, transfer or sublet the Premises in whole or in partshall provide 15 days prior written notice of an Approved Transfer to Landlord.

General Prohibition. Tenant acknowledges that the economic concessions and rental rates set forth in this Lease were negotiated by Landlord and Tenant in consideration ofWithout Landlord's prior written consent, and would not have been granted by Landlord but for, the specific nature of the leasehold interest granted to Tenant hereunder, as such interest is limited and defined by various provisions throughout this Lease, including, but not limited to, the provisions of this Article 14 which define and limit the transferability of such leasehold interest. Tenant further acknowledges and agrees that the leasehold estate granted to Tenant hereunder is not a transferable interest in property, and Landlord hereby reserves the right to receive any increased rental value of the Premises during the Term as the same may be realized by any transfer of said estate, except to the extent Tenant is specifically granted the right to transfer all or part of its leasehold and to retain all or part of the increased rental value thereof pursuant to the provisions of this Article 14. Tenant shall not not, directly or indirectly, voluntarily or involuntarily assignby operation of law, mortgage or otherwise encumber all or any portion of its interest in assign this Lease or in sublease the Premises (collectivelyor any part thereof or mortgage, "ASSIGNMENT") pledge, or permit hypothecate its leasehold interest or grant any concession or license within the Premises to be occupied by anyone other than Tenant or Tenant's employees or sublet the Premises (collectively, "SUBLEASE") or any portion thereof without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld subject to the provisions of Section 14.2 hereunder and any such attempted assignment, subletting, mortgage or other encumbrance without such consent attempt to do any of the foregoing shall be null and void and of no effect. For purposes of this Section, a transfer of ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the foregoing, if so long as Tenant is not in Default hereunder and provided that Tenant gives Landlord prior written notice of such transaction and such proposed transaction otherwise complies with or has been at any time satisfies the requirements and conditions of Section 22(c) hereof, Landlord's consent shall not be required, in default under any connection with: (i) an assignment of this Lease to a corporation or other entity which is a successor-in-interest to Tenant, by way of merger, consolidation or corporate reorganization, or by the purchase of all or substantially all of the terms assets or the ownership interests of the Tenant provided that (A) such merger or consolidation, or such acquisition or assumption, as the case may be, is for a good business purpose and not principally for the purpose of transferring the Lease, (B) the net worth (as determined in accordance with GAAP) of the assignee is not less than the net worth (as determined in accordance with GAAP) of Tenant as of the Effective Date, and (C) such assignee shall agree in writing to assume all of the terms, covenants and conditions of this LeaseLease arising after the effective date of the assignment, Tenant may not assign, transfer or sublet (ii) an assignment of this Lease or subletting of the Premises in whole to any entity controlled by, under common control with or in partcontrolling Tenant (either, an "AFFILIATE TRANSFER").

General Prohibition. Tenant acknowledges that the economic concessions and rental rates set forth in this Lease were negotiated by Landlord and Tenant in consideration of, and would not have been granted by Landlord but for, the specific nature of the leasehold interest granted to Tenant hereunder, as such interest is limited and defined by various provisions throughout this Lease, including, but not limited to, the provisions of this Article 14 12 which define and limit the transferability of such leasehold interest. Tenant further acknowledges and agrees that the leasehold estate granted to Tenant hereunder is not a transferable interest in property, and Landlord hereby reserves the right to receive any increased rental value of the Premises during the Term as the same may be realized by any transfer of said estate, except to the extent Tenant is specifically granted the right to transfer all or part of its leasehold and to retain all or part of the increased rental value thereof pursuant to the provisions of this Article 1412. Tenant shall not directly or indirectly, voluntarily or involuntarily assign, mortgage or otherwise encumber all or any portion of its interest in this Lease or in the Premises (collectively, "ASSIGNMENTAssignment") or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees or sublet the Premises (collectively, . "SUBLEASESublease") or any portion thereof without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld subject to the provisions of Section 14.2 12.2 hereunder and any such attempted assignment, subletting, mortgage or other encumbrance without such consent shall be null and void and of no effect. Notwithstanding the foregoing, if Tenant is or has been at any time in default under any of the terms of this Lease, Tenant may not assign, transfer or sublet the Premises in whole or in part.

General Prohibition. Tenant acknowledges that the economic concessions and rental rates set forth in this Lease were negotiated by Landlord and Tenant in consideration of, and would not have been granted by Landlord but for, the specific nature of the leasehold interest granted to Tenant hereunder, as such interest is limited and defined by various provisions throughout this Lease, including, but not limited to, the provisions of this Article 14 which define and limit the transferability of such leasehold interest. Tenant further acknowledges and agrees that the leasehold estate granted to Tenant hereunder is not a transferable interest in property, and Landlord hereby reserves the right to receive any increased rental value of the Premises during the Term as the same may be realized by any transfer of said estate, except to the extent Tenant is specifically granted the right to transfer all or part of its leasehold and to retain all or part of the increased rental value thereof pursuant to the provisions of this Article 14. Tenant shall not not, either voluntarily, ------------------- involuntarily or by operation of law, directly or indirectly, voluntarily or involuntarily sell, hypothecate, assign, mortgage encumber, mortgage, dispose of or otherwise encumber all transfer this Lease (or any portion thereof), or any of its Tenant's beneficial interest in this Lease therein, or in sublet the Premises (collectivelyor any part thereof, "ASSIGNMENT") or permit the Premises same to be occupied by anyone other than Tenant or Tenant's employees or sublet the Premises (collectively, "SUBLEASE") or any portion thereof without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld subject to the provisions of Section 14.2 hereunder Landlord and any such attempted assignment, subletting, mortgage or other encumbrance attempt to do so without such prior written consent shall be null and void and shall constitute an Event of no effectDefault hereunder. Notwithstanding Subject to the foregoingprovisions of this Section 15.1 and Sections 15.2 and 15.3 below, if Tenant is Landlord agrees not to unreasonably withhold its consent to any proposed assignment or has been at any time in default under any of the terms sublease of this Lease, provided that the proposed assignee or subtenant (i) is reasonably satisfactory to Landlord as to its creditworthiness, character and business reputation, (ii) will occupy the Premises solely for the uses permitted under this Lease and (iii) in the case of an assignment, assumes and agrees to be bound and directly responsible for all of Tenant's obligations hereunder. Landlord's consent to any such assignment or sublease shall in no event be construed as releasing Tenant from any or all of its duties, liabilities or obligations under this Lease, including, without limitation, the obligation to pay Rent and all other sums due under this Lease, nor as relieving Tenant from the requirement of obtaining Landlord's prior written consent to any further assignment or subletting. Notwithstanding any contrary provisions of this Article 15 or any contrary provisions of Article 15 of the Plymouth Lease, (a) during the Term and any Extended Term(s), Tenant may sublease up to, but not assignmore than, transfer or sublet an aggregate of Twenty Thousand (20,000) rentable square feet of space within the Premises and/or the Plymouth Premises (which 20,000 rental square feet may, at Tenant's option, include only up to, but not more than, Twelve Thousand (12,000) rentable square feet in whole the aggregate in the Premises), upon prior written notice to Landlord but without Landlord's consent, to one (1) or more Tenant Subsidiaries (as defined in partSection 1.17 above) and (b) Tenant may assign this Lease or sublease all or a portion of the Premises, upon prior written notice to Landlord but without Landlord's consent, to a Tenant Affiliate (as defined in Section 1.16 above) (with the foregoing transactions being referred to in this Article 15 as "Internal Transaction.") Any assignment or sublease to a Tenant Affiliate or a Tenant Subsidiary in any Internal Transaction shall not release or relieve Tenant of any of its duties, liabilities or obligations under this Lease including, without limitation, the obligation to pay Rent and all other charges under this Lease and (x) with respect to an assignment, such Tenant Affiliate shall assume, in full, all of the obligations of Tenant under this Lease pursuant to assumption documentation reasonably acceptable to Landlord and (y) with respect to a sublease, such Tenant Affiliate or Tenant Subsidiary and the proposed sublease shall comply with all of the provisions of Section 15.7 set forth below.

General Prohibition. Tenant acknowledges that the economic concessions and rental rates set forth in this Lease were negotiated by Landlord and Tenant in consideration of, and would not have been granted by Landlord but for, the specific nature of the leasehold interest granted to Tenant hereunder, as such interest is limited and defined by various provisions throughout this Lease, including, but not limited to, the provisions of this Article 14 12 which define and limit the transferability of such leasehold interest. Tenant further acknowledges and agrees that the leasehold estate granted to Tenant hereunder is not a transferable interest in property, and Landlord hereby reserves the right to receive any increased rental value of the Premises during the Term as the same may be realized by any transfer of said estate, except to the extent Tenant is specifically granted the right to transfer all or part of its leasehold and to retain all or part of the increased rental value thereof pursuant to the provisions of this Article 1412. Tenant shall not directly or indirectly, voluntarily or involuntarily assign, mortgage or otherwise encumber all or any portion of its interest in this Lease or in the Premises (collectively, "ASSIGNMENTAssignment") or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees or sublet the Premises (collectively, "SUBLEASESublease") ), or any portion thereof without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld subject to the provisions of Section 14.2 12.2 hereunder and any such attempted assignment, subletting, mortgage or other encumbrance without such consent shall be null and void and of no effect. Notwithstanding the foregoing, if Tenant is or has been at any time in default under any of the terms of this Lease, Tenant may not assign, transfer or sublet the Premises in whole or in part.

General Prohibition. Tenant acknowledges that the economic concessions and rental rates set forth in this Lease were negotiated by Landlord and Tenant in consideration of, and would not have been granted by Landlord but for, the specific nature of the leasehold interest granted to Tenant hereunder, as such interest is limited and defined by various provisions throughout this Lease, including, but not limited to, the provisions of this Article 14 12 which define and limit the transferability of such leasehold interest. Tenant further acknowledges and agrees that the leasehold estate granted to Tenant hereunder is not a transferable interest in property, and Landlord hereby reserves the right to receive any increased rental value of the Premises during the Term as the same may be realized by any transfer of said estate, except to the extent Tenant is specifically granted the right to transfer all or part of its leasehold and to retain all or part of the increased rental value thereof pursuant to the provisions of this Article 1412. Tenant shall not directly or indirectly, voluntarily or involuntarily assign, mortgage or otherwise encumber all or any portion of its interest in this Lease or in the Premises (collectively, "ASSIGNMENT"“Assignment”) or permit the Premises to be occupied by anyone other than Tenant or Tenant's ’s employees or sublet the Premises (collectively, "SUBLEASE"“Sublease”) or any portion thereof without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld subject to the provisions of Section 14.2 12.2 hereunder and any such attempted assignment, subletting, mortgage or other encumbrance without such consent shall be null and void and of no effect. Notwithstanding the foregoing, if Tenant is or has been at any time in default under any of the terms of this Lease, Tenant may not assign, transfer or sublet the Premises in whole or in part.

General Prohibition. Tenant acknowledges that the economic concessions and rental rates set forth in shall not assign its rights under this Lease were negotiated by Landlord and Tenant in consideration of, and would not have been granted by Landlord but for, nor sublet the specific nature of the leasehold interest granted to Tenant hereunder, as such interest is limited and defined by various provisions throughout this Lease, including, but not limited to, the provisions of this Article 14 which define and limit the transferability of such leasehold interest. Tenant further acknowledges and agrees that the leasehold estate granted to Tenant hereunder is not a transferable interest in property, and Landlord hereby reserves the right to receive whole or any increased rental value part of the Premises during the Term as the same may be realized by any transfer of said estatewithout Landlord’s prior written consent, except to the extent Tenant is specifically granted the right to transfer all or part of its leasehold and to retain all or part of the increased rental value thereof pursuant to the provisions of this Article 14. Tenant which shall not directly be unreasonably withheld, conditioned or indirectly, voluntarily or involuntarily assign, mortgage or otherwise encumber all or any portion of its interest in this Lease or in the Premises (collectively, "ASSIGNMENT") or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees or sublet the Premises (collectively, "SUBLEASE") or any portion thereof without obtaining the prior written consent of Landlord, which delayed. Xxxxxxxx’s consent shall not be considered unreasonably withheld subject (by way of example and not limitation) if (i) the proposed assignee’s creditworthiness does not meet the same criteria Landlord uses to select comparable Building tenants or if the provisions proposed subtenant does not have sufficient credit to meet its obligations under the sublease as reasonably determined by Landlord; (ii) the proposed subtenant’s or assignee’s business is not suitable for the Building when considering the business of Section 14.2 hereunder the other tenants and the Building’s profile or reputation; (iii) the proposed subtenant or assignee is already a tenant or occupant of the Building and Landlord has similarly sized space in the Building available for lease; or (iv) Landlord then has available for lease in the Building a similarly sized space. In the event that Landlord grants such consent, Tenant shall remain primarily liable to Landlord for the payment of all rent and for the full performance of the obligations under this Lease and fifty percent (50%) of any excess rents collected by Xxxxxx (less upfront costs paid by Xxxxxx, including but not limited to commissions, fees, free rent or other concessions, and tenant improvements) shall be paid to Landlord. Tenant shall be responsible for payment of all out of pocket costs incurred by Landlord in connection with any such attempted assignment, request for Xxxxxxxx’s consent to a proposed assignment or subletting, mortgage as provided in Paragraph 11.5, in an amount not to exceed $2,500.00 per request. Any assignment or other encumbrance without such consent subletting which does not conform with this Paragraph 7.3 shall be null and void and of no effecta default hereunder. Notwithstanding Landlord may withhold its consent for any assignment or sublease if the foregoing, if Tenant is proposed assignee or subtenant has been at a proposed use or operation in the Premises which may or will cause theBuilding or any time part thereof not to conform with the environmental and green building clauses in default under any of the terms of this Lease, Tenant may not assign, transfer or sublet the Premises in whole or in partas reasonably evidenced by Landlord.

General Prohibition. Tenant acknowledges that the economic concessions and rental rates set forth in this Lease were negotiated by Landlord and Tenant in consideration of, and would not have been granted by Landlord but for, the specific nature of the leasehold interest granted to Tenant hereunder, as such interest is limited and defined by various provisions throughout this Lease, including, but not limited to, the provisions of this Article 14 which define and limit the transferability of such leasehold interest. Tenant further acknowledges and agrees that the leasehold estate granted to Tenant hereunder is not a transferable interest in property, and Landlord hereby reserves the right to receive any increased rental value of the Premises during the Term as the same may be realized by any transfer of said estate, except to the extent Tenant is specifically granted the right to transfer all or part of its leasehold and to retain all or part of the increased rental value thereof pursuant to the provisions of this Article 14. Tenant shall not not, either voluntarily, ------------------- involuntarily or by operation of law, directly or indirectly, voluntarily or involuntarily sell, hypothecate, assign, mortgage encumber, mortgage, dispose of or otherwise encumber all transfer this Lease (or any portion thereof), or any of its Tenant's beneficial interest in this Lease therein, or in sublet the Premises (collectivelyor any part thereof, "ASSIGNMENT") or permit the Premises same to be occupied by anyone other than Tenant or Tenant's employees or sublet the Premises (collectively, "SUBLEASE") or any portion thereof without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld subject to the provisions of Section 14.2 hereunder Landlord and any such attempted assignment, subletting, mortgage or other encumbrance attempt to do so without such prior written consent shall be null and void and shall constitute an Event of no effectDefault hereunder. Notwithstanding Subject to the foregoingprovisions of this Section 15.1 and Sections 15.2 and 15.3 below, if Tenant is Landlord agrees not to unreasonably withhold its consent to any proposed assignment or has been at any time in default under any of the terms sublease of this Lease, provided that the proposed assignee or subtenant (i) is reasonably satisfactory to Landlord as to its creditworthiness, character and business reputation, (ii) will occupy the Premises solely for the uses permitted under this Lease and (iii) in the case of an assignment, assumes and agrees to be bound and directly responsible for all of Tenant's obligations hereunder. Landlord's consent to any such assignment or sublease shall in no event be construed as releasing Tenant from any or all of its duties, liabilities or obligations under this Lease, including, without limitation, the obligation to pay Rent and all other sums due under this Lease, nor as relieving Tenant from the requirement of obtaining Landlord's prior written consent to any further assignment or subletting. Notwithstanding any contrary provisions of this Article 15 or any contrary provisions of Article 15 of the Xxxxxxx Lease, (a) during the Term and any Extended Term(s), Tenant may sublease up to, but not assignmore than, transfer or sublet an aggregate of Twenty Thousand (20,000) rentable square feet of space within the Premises and/or the Xxxxxxx Premises (which 20,000 rental square feet may, at Tenant's option, include up to, but not more than, Twelve Thousand (12,000) rentable square feet in whole the aggregate in the Xxxxxxx Premises), upon prior written notice to Landlord but without Landlord's consent, to one (1) or more Tenant Subsidiaries (as defined in partSection 1.17 above) and (b) Tenant may assign this Lease or sublease all or a portion of the Premises, upon prior written notice to Landlord but without Landlord's consent, to a Tenant Affiliate (as defined in Section 1.16 above) (with the foregoing transactions being referred to in this Article 15 as "Internal Transaction.") Any assignment or sublease to a Tenant Affiliate or a Tenant Subsidiary in any Internal Transaction shall not release or relieve Tenant of any of its duties, liabilities or obligations under this Lease including, without limitation, the obligation to pay Rent and all other charges under this Lease and (x) with respect to an assignment, such Tenant Affiliate shall assume, in full, all of the obligations of Tenant under this Lease pursuant to assumption documentation reasonably acceptable to Landlord and (y) with respect to a sublease, such Tenant Affiliate or Tenant Subsidiary and the proposed sublease shall comply with all of the provisions of Section 15.7 set forth below.

General Prohibition. Tenant acknowledges that the economic concessions and rental rates set forth in this Lease were negotiated by Landlord and Tenant in consideration of, and would not have been granted by Landlord but for, the specific nature of the leasehold interest granted to Tenant hereunder, as such interest is limited and defined by various provisions throughout this Lease, including, but not limited to, the provisions of this Article 14 which define and limit the transferability of such leasehold interest. Tenant further acknowledges and agrees that the leasehold estate granted to Tenant hereunder is not a transferable interest in property, and Landlord hereby reserves the right to receive any increased rental value of the Premises during the Term as the same may be realized by any transfer of said estate, except to the extent Tenant is specifically granted the right to transfer all or part of its leasehold and to retain all or part of the increased rental value thereof pursuant to the provisions of this Article 14. Tenant shall not directly or indirectly, voluntarily or involuntarily assign, mortgage or otherwise encumber all or any portion of its interest in this Lease or in the Premises (collectively, "“ASSIGNMENT"”) or permit the Premises to be occupied by anyone other than Tenant or Tenant's ’s employees or sublet the Premises (collectively, "“SUBLEASE"”) or any portion thereof without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld subject to the provisions of Section 14.2 hereunder and any such attempted assignment, subletting, mortgage or other encumbrance without such consent shall be null and void and of no effect. Notwithstanding the foregoing, if Tenant is or has been at any time in default under any of the terms of this Lease, Tenant may not assign, transfer or sublet the Premises in whole or in part.

General Prohibition. Tenant Borrower acknowledges that Lender has examined ------------------- and relied on the economic concessions experience of Borrower and rental rates set forth the owners of the beneficial interest in this Lease were negotiated by Landlord Borrower and Tenant Borrower's constituent entities in consideration ofowning and operating the Project in agreeing to make the Loan, and would not have been granted by Landlord but for, the specific nature that Lender will continue to rely on Borrower's ownership of the leasehold interest granted to Tenant hereunder, Project as such interest is limited and defined by various provisions throughout this Lease, including, but not limited to, a means of maintaining the provisions of this Article 14 which define and limit the transferability of such leasehold interest. Tenant further acknowledges and agrees that the leasehold estate granted to Tenant hereunder is not a transferable interest in property, and Landlord hereby reserves the right to receive any increased rental value of the Premises during Collateral as security for repayment of the Term Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Project so as to ensure that, should Borrower default in the same may be realized by any transfer repayment of said estatethe Obligations, except to the extent Tenant is specifically granted the right to transfer Lender can recover all or part of its leasehold and to retain all or part a portion of the increased rental value thereof pursuant to Obligations by a sale of the provisions of Collateral. Except as expressly provided herein, Lender may, at Lender's option, declare all the Obligations immediately due and payable, and Lender may invoke any rights and remedies permitted by this Article 14. Tenant shall not directly or indirectlyLoan Agreement and the other Loan Documents, voluntarily or involuntarily assign, mortgage or otherwise encumber all or any portion of its interest in this Lease or in the Premises (collectivelyevent that Borrower, "ASSIGNMENT") or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees or sublet the Premises (collectively, "SUBLEASE") or any portion thereof without obtaining the prior written consent of LandlordLender, which consent shall may not be unreasonably withheld subject by Lender after consideration of all relevant factors, sells, conveys, alienates, mortgages, encumbers, pledges, or otherwise transfers the Collateral or any part thereof or any interest therein, or permits the Collateral or any part thereof or any interest therein to the provisions of Section 14.2 hereunder and any such attempted assignmentbe sold, sublettingconveyed, mortgage alienated, mortgaged, encumbered, pledged or other encumbrance without such consent shall be null and void and of no effect. Notwithstanding the foregoingotherwise transferred (collectively, if Tenant is or has been at any time in default under any of the terms of this Lease, Tenant may not assign, transfer or sublet the Premises in whole or in parta "Transfer").