Common use of Transfers of Tenant’s Interest Clause in Contracts

Transfers of Tenant’s Interest. (a) Except as hereinafter set forth, Tenant covenants and agrees that whether voluntarily, involuntarily, by operation of law or otherwise neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, except as provided by Section 20(b) herein below, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting without Landlord’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of Basic Rent, Additional Rent or other charges due under this Lease; and/or (y) a third party undertakes or is granted the right to assign or attempt to assign this Lease or sublet or attempt sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Paragraph 20. Unless Tenant is a corporation the stock in which is publicly traded on one or more exchanges regulated by the Securities and Exchange Commission, the provisions of this paragraph (a) shall apply to a transfer (by one or more transfers) of a majority of the stock or partnership interests or other evidences of ownership of Tenant as if such transfer were an assignment of this Lease. Notwithstanding any of the foregoing to the contrary, Tenant shall have no right to enter into any transfer or other transaction described herein if there then exists any Default of Tenant under Section 23(a)(i) of this Lease. Tenant shall reimburse Landlord as Additional Rent, upon receipt of demand, for any reasonable costs that may be incurred by Landlord in connection with any proposed assignment or sublease and any request for consent thereto pursuant to this subparagraph (a), including without limitation the costs of making investigations as to the acceptability of any proposed assignee or subtenant and attorneys’ fees. No subleasing, assignment or other transfer of this Lease or the Premises shall affect Tenant’s ongoing and primary liability for performance of all obligations (including without limitation payments) to be performed by Tenant under this Lease, and Tenant shall in all cases remain liable for the same (whether accruing or arising prior to or after such transfer).

Transfers of Tenant’s Interest. The TENANT SHALL not assign or sublease or otherwise encumber all or any part of its interest in this Lease, the Premises, or the estate hereby created, without in each case first obtaining the prior written consent of the Landlord. The Landlord shall not unreasonably withhold or delay such consent, but such consent may be conditioned upon, among other factors, a determination that the proposed use of the premises will be consistent with the requirements of this Lease and that the assignee, sublessee or other occupant has a Tangible Net Worth (a) Except as hereinafter set forthdefined) acceptable to the Landlord. In all events, Tenant covenants and agrees that whether voluntarily, involuntarily, by operation the Landlord may condition the consent to any sublease or assignment upon (i) except in the case of law or otherwise neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, except as provided by Section 20(b) herein below, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part a sublease to an Affiliate of Tenant, as provided below, the Tenant agreeing to pay the Landlord seventy-five percent (75 %) of the amount by which rentals and other amounts from tithe to time payable to or used for the Tenant under such assignment or occupied or permitted sublease exceed the Basic Rent and Additional Rent from time to time payable hereunder, with the balance to be used or occupied, by anyone other than paid to the Tenant, and (ii) upon the sublessee's or for assignee's agreement to obtain the consent of the Landlord to any use future or purpose other than a Permitted Use, further sublease or be sublet (which term, without limitation, shall include granting assignment of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting without Landlord’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of Basic Rent, Additional Rent or other charges due its interest under this Lease. Any attempted assignment without the consent of the Landlord as contemplated hereby shall be void. Any change in ownership of, or power to vote, a majority of the outstanding stock of the Tenant shall constitute an assignment for purposes of this Lease; and/or (y) a third party undertakes or is granted PROVIDED, HOWEVER, that the right to assign or attempt to assign this Lease or sublet or attempt sublet sale of all or any portion substantially all of the Premises, stock of the Tenant (a "SALE OF STOCK") shall for all purposes hereof be deemed to be not constitute an assignment of this Lease and subject to the provisions of this Paragraph 20. Unless Tenant is a corporation the stock in which is publicly traded on one or more exchanges regulated by the Securities and Exchange Commission, the provisions of this paragraph (a) shall apply to a transfer (by one or more transfers) of a majority of the stock or partnership interests or other evidences of ownership of Tenant as if such transfer were an assignment of this Lease. Notwithstanding any of the foregoing to the contrary, Tenant shall have no right to enter into any transfer or other transaction described herein if there then exists any Default of Tenant under Section 23(a)(i) of this Lease. Tenant shall reimburse Landlord as Additional Rent, upon receipt of demand, for any reasonable costs that may be incurred by Landlord in connection with any proposed assignment or sublease and any request for consent thereto pursuant to this subparagraph (a), including without limitation the costs of making investigations as to the acceptability of any proposed assignee or subtenant and attorneys’ fees. No subleasing, assignment or other transfer of this Lease or the Premises shall affect Tenant’s ongoing and primary liability for performance of all obligations (including without limitation payments) to be performed by Tenant under this Lease, and Tenant shall in all cases remain liable for the same (whether accruing or arising prior to or after such transfer).if:

Transfers of Tenant’s Interest. (a) Except as hereinafter set forth, Tenant covenants and agrees that whether voluntarily, involuntarily, by operation of law or otherwise neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, except as provided by Section 20(b) herein below, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting without Landlord’s 's prior written consent, which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s 's behalf, all or any portion of Basic Rent, Additional Rent or other charges due under this Lease; and/or (y) a third party undertakes or is granted the right to assign or attempt to assign this Lease or sublet or attempt sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Paragraph 20. Unless Tenant is a corporation the stock in which is publicly traded on one or more exchanges regulated by the Securities and Exchange Commission, the The provisions of this paragraph (a) shall apply to a transfer (by one or more transfers) of a majority of the stock or partnership interests or other evidences of ownership of Tenant as if such transfer were an assignment of this Lease. Notwithstanding any of the foregoing to the contrary, Tenant shall have no right to enter into any transfer or other transaction described herein if there then exists any Default of Tenant under Section 23(a)(i) of this Lease. Tenant shall reimburse Landlord as Additional Rent, upon receipt of demand, for any reasonable costs that may be incurred by Landlord in connection with any proposed assignment or sublease and any request for consent thereto pursuant to this subparagraph (a), including without limitation the costs of making investigations as to the acceptability of any proposed assignee or subtenant and attorneys’ ' fees. No subleasing, assignment or other transfer of this Lease or the Premises shall affect Tenant’s ongoing and primary liability for performance of all obligations (including without limitation payments) to be performed by Tenant under this Lease, and Tenant shall in all cases remain liable for the same (whether accruing or arising prior to or after such transfer).

Transfers of Tenant’s Interest. (a) Except as hereinafter set forth, The Tenant covenants and agrees that whether voluntarily, involuntarily, by operation of law shall not assign or sublease or otherwise neither encumber all or any part of its interest in this Lease nor Lease, the term and Premises, or the estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, except as provided by Section 20(b) herein below, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which termcreated, without limitation, shall include granting of concessions, licenses and in each case first obtaining the like) in whole or in part, or be offered or advertised for assignment or subletting without Landlord’s prior written consentconsent of the Landlord, which consent shall such approval not to be unreasonably withheld, delayed conditioned or conditioneddelayed. Without limiting In all events, the foregoing, Landlord may condition the consent to any agreement pursuant to which: (x) Tenant is relieved from sublease or assignment upon the obligation to pay, or a third party agrees Tenant’s agreeing to pay on Tenant’s behalf, all to the Landlord fifty percent (50%) of the consideration received by the Tenant for any such assignment and fifty percent (50%) of the amount by which any rentals and other amounts from time to time payable to or for the Tenant under any portion of subleases exceed the Basic Rent, Rent and Additional Rent from time to time payable hereunder and upon the sublessee’s or other charges due assignee’s agreement to obtain the consent of the Landlord to any future or further sublease or assignment of its interest under this Lease; and/or (y) a third party undertakes or is granted . Any attempted assignment without the right to assign or attempt to assign this Lease or sublet or attempt sublet all or any portion consent of the Premises, Landlord as contemplated hereby shall for all purposes hereof be deemed void. A change in ownership or power to be an assignment of this Lease and subject to the provisions of this Paragraph 20. Unless Tenant is a corporation the stock in which is publicly traded on one or more exchanges regulated by the Securities and Exchange Commission, the provisions of this paragraph (a) shall apply to a transfer (by one or more transfers) vote of a majority of the outstanding stock of the Tenant from the owners of such stock or partnership interests or other evidences those controlling the power to vote of ownership of Tenant as if such transfer were stock shall constitute an assignment for purposes of this Lease. Notwithstanding In all events the Tenant originally named herein and any guarantor of the foregoing obligations of the Tenant under this Lease shall, except to the contraryextent of so much of the Premises as the Landlord elects to lease directly to any proposed sublease or assignee as above provided, Tenant remain primarily and jointly and severally liable for, and any sublessee or assignee shall have no right to enter into any transfer or other transaction described herein if there then exists any Default in writing assume, the obligations of the Tenant under Section 23(a)(i) of this Lease. The Tenant shall reimburse give the Landlord as Additional Rentat least 30 days’ prior written notice of its desire to assign or sublet, upon receipt of demand, for any reasonable costs which notice shall include reliable information indicating that may be incurred by Landlord in connection with any proposed assignment or sublease and any request for consent thereto pursuant to this subparagraph (a), including without limitation the costs of making investigations as to the acceptability of any proposed assignee or subtenant is reputable, financially responsible and attorneys’ feesthe business in which the proposed assignee or subtenant shall be engaged. No subleasingIf Tenant shall give Landlord notice of a desire to assign this Lease, assignment or other transfer to sublet the entirety of this Lease or the Premises Premises, Landlord, provided that Tenant shall affect Tenant’s ongoing and primary liability for performance be relieved of all obligations (including without limitation payments) to be performed by Tenant under arising hereunder from and after the date of recapture, may recapture the Premises or cancel this LeaseLease on 30 days’ prior written notice thereof, and this Lease shall terminate on the date in such notice specified, with the same force and effect as is such date were the date herein specified for the expiration hereof, and Basic Rent and Additional Rent shall be apportioned and adjusted as of the effective date of such cancellation. Unless Landlord specifically consents in writing, Tenant shall not have the right to assign the right as set forth in all cases remain liable for Section 41 below, to have the same Addition (whether accruing or arising prior as defined in Section 41) constructed nor the right to or after such transfer)purchase the Property and the Building as set forth in Section 40 below.

Transfers of Tenant’s Interest. The Tenant shall not assign or sublease or otherwise encumber all or any part of its interest in this Lease, the Premises, or the estate hereby created, without in each case first obtaining the prior written consent of the Landlord, such approval not to be unreasonably withheld or delayed. In all events, the Landlord may condition the consent to any sublease or assignment upon the Tenant's agreeing to pay to the Landlord fifty percent (a50%) Except as hereinafter set forthof the consideration received by the Tenant for any such assignment and fifty percent (50%) of the amount (reduced by the reasonable costs incurred by the Tenant in subleasing all or any part of the Premises) by which any rentals and other amounts from time to time payable to or for the Tenant under any subleases exceed the Basic Rent and Additional Rent from time to time payable hereunder and upon the sublessee's or assignee's agreement to obtain the consent of the Landlord to any future or further sublease or assignment of its interest under this Lease. Notwithstanding the foregoing, Tenant covenants and during the first year of the Term of this Lease, Landlord agrees that whether voluntarily, involuntarily, Tenant may retain one hundred percent (100%) of the amount by operation of law which rentals or otherwise neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, except as provided by Section 20(b) herein below, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted other amounts payable to be used or occupied, by anyone other than Tenant, or for Tenant under any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses sublease exceed the Basic Rent and Additional Rent payable hereunder for the like) in whole or in part, or be offered or advertised for same period. Any attempted assignment or subletting without Landlord’s prior written consentthe consent of the Landlord as contemplated hereby shall be void. Any change in ownership or power to vote of a majority, which consent of the outstanding stock of the Tenant from the owners of such stock or those controlling the power to vote of such stock shall constitute an assignment for purposes of this Lease. The provisions of the preceding sentence, however, shall not be unreasonably withheldapplicable if control of any corporate entity changes as a result of a public offering. In all events the Tenant originally named herein and any guarantor of the obligations of the Tenant under this Lease shall, delayed except to the extent of so much of the Premises as the Landlord elects to lease directly to any proposed sublease or conditioned. Without limiting assignee as above provided, remain primarily and jointly and severally liable for, and any sublessee or assignee shall in writing assume, the foregoing, any agreement pursuant to which: (x) obligations of the Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of Basic Rent, Additional Rent or other charges due under this Lease; and/or (y) a third party undertakes or is granted . The Tenant shall give the right Landlord at least 30 days' prior written notice of its desire to assign or attempt sublet, which notice shall include reliable information indicating that the proposed assignee or subtenant is reputable, financially responsible and the business in which the proposed assignee or subtenant shall be engaged. If Tenant shall give Landlord notice of a desire to assign this Lease Lease, or to sublet or attempt sublet all or any portion the entirety of the Premises, Landlord shall for all purposes hereof be deemed entitled to be an assignment of recapture the Premises or cancel this Lease on 30 days' prior written notice thereof, and subject this Lease shall come to an end on the provisions of this Paragraph 20. Unless Tenant date in such notice specified, with the same force and effect as is a corporation such date were the stock in which is publicly traded on one or more exchanges regulated by date herein specified for the Securities expiration hereof; ad the Basic Rent, and Exchange Commission, the provisions of this paragraph (a) Additional Rent shall apply to a transfer (by one or more transfers) of a majority be apportioned and adjusted as of the stock effective date of such cancellation Whenever Tenant shall claim, under this Section or partnership interests or any other evidences of ownership of Tenant as if such transfer were an assignment part of this Lease. Notwithstanding any , that Landlord has violated a requirement that it not unreasonably withheld or delayed its consent to some request of the foregoing to the contraryTenant, Tenant shall have no claim for damages by reason of such alleged withholding or delay, and Tenant's sole remedies therefore shall be a right to enter into compel arbitration of the matter in dispute or to obtain specific performance or injunction, but in any transfer or other transaction described herein if there then exists any Default event without recovery of Tenant under Section 23(a)(i) of this Leasedamages. The Tenant shall reimburse the Landlord as Additional Rent, upon receipt of demand, for any reasonable costs that may be incurred by the Landlord in connection with any proposed assignment or sublease and any request for consent thereto pursuant to this subparagraph (a)thereto, including without limitation the costs of making investigations as to the acceptability of any proposed assignee or subtenant subtenant, and attorneys’ ' fees. No subleasing, Said costs shall not exceed $500.00 with respect to each proposed assignment or other transfer sublease. Notwithstanding the foregoing, in the event Tenant desires to sublet a portion of this Lease or the Premises shall affect Tenant’s ongoing and primary liability for performance prior to the commencement of all obligations the Term (including without limitation payments) to be performed by Tenant under this Leaseor within one month thereafter), and Tenant shall in all cases remain liable not be required to reimburse Landlord for the same (whether accruing or arising prior to or after such transfer)foregoing costs.

Transfers of Tenant’s Interest. (a) Except as hereinafter set forthTenant, Tenant covenants and agrees that whether voluntarily, voluntary or involuntarily, by operation of law shall not assign this Lease, or sublet, license, mortgage or otherwise neither this Lease nor encumber or convey the term and estate hereby grantedPremises or any portion thereof, nor or permit the occupancy of all or any interest herein portion of the Premises other than by the Tenant (all or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, except any of the foregoing actions are referred to as provided by Section 20(b) herein below“Transfers”, and that neither all or any of assignees, transferees, licensees, and other such parties are referred to as “Transferees”) without obtaining, on each occasion, the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting without Landlord’s prior written consentconsent of the Landlord, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. Without limiting Any Transfer without such consent shall be null and void and of no effect whatsoever. Notwithstanding the foregoingprovisions of this Section, this Lease may be assigned, or the Premises may be sublet, in whole or in part, after prior notice to Landlord and compliance with the following procedures but without consent of the Landlord, (i) to any agreement pursuant entity into or with which Tenant may be merged or consolidated or to whichany entity to which all or substantially all of the Tenant’s assets will be transferred, or (ii) to any entity which is an affiliate, subsidiary, parent or successor of Tenant or Tenant’s parent, or in which Tenant or Tenant’s parent has a controlling interest, provided that in all such cases the Transferee surviving or affiliate Transferee entity shall (a) agree in writing with the Landlord to be bound by all of the terms and conditions of this Lease and (b) shall have a net worth reasonably equivalent to Tenant’s net worth as of the Term Commencement Date (all of the foregoing being referred to as a “Permitted Transfer”). Tenant shall not offer to make or enter into negotiations with respect to a Transfer to any of the following: (xi) Tenant a tenant in the Building; (ii) any person with whom Landlord is relieved from negotiating with respect to space in the obligation Building; or (iii) any person which would be of such type, character or condition, including financial condition, as to paybe inappropriate, or in Landlord’s reasonable judgment, as a third party agrees to pay on tenant for a first class office/manufacturing building. Tenant’s behalfrequest for consent to a Transfer shall include a copy of the proposed Transfer instrument together with a statement of the proposed Transfer in detail satisfactory to Landlord, all or together with reasonably detailed financial, business and other information about the proposed Transferee. If at any portion time during the final two (2) Lease Years of Basic Rent, Additional Rent or other charges due under this Lease; and/or (y) a third party undertakes or is granted the right Term Tenant proposes to assign or attempt to assign this Lease or sublet or attempt sublet Transfer all or any portion of the PremisesPremises and such Transfer is not a Permitted Transfer, then Tenant shall provide Landlord with written notice of its intention to do so and Landlord shall have the option (but not the obligation) to terminate the Lease with respect to all or such portion of the Premises proposed to be Transferred effective upon a date designated by Landlord that is no less than sixty (60) days but no more than ninety (90) days after Landlord receives such notice from Tenant and such termination shall continue for the remainder of the Term. Landlord shall exercise such termination right by giving Tenant notice of such termination (which shall include Landlord’s designated effective termination date) within thirty (30) days after Landlord’s receipt of such proposal from Tenant. If Landlord elects so to terminate this Lease with respect to all purposes hereof or such portion of the Premises proposed to be Transferred, then the parties shall reasonably execute an amendment to this Lease giving effect to such election. If Tenant makes a Transfer hereunder (other than a Permitted Transfer) and Landlord does not so elect to terminate this Lease with respect to all or such portion of the Premises to be Transferred, and if the aggregate rent and other charges payable to Tenant under and in connection with such Transfer (including without limitation any amounts paid for leasehold improvements or on account of Tenant’s costs associated with such Transfer) exceed the sum of (x) all rent and other charges paid hereunder with respect to the space in question and (y) Tenant’s reasonable out-of-pocket costs to procure the Transfer, including but not limited to free rent, brokerage commissions, tenant improvement costs and legal fees amortized on a straight-line basis over the term of the Transfer, Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of the amount of such excess. If the amount of rent and other charges payable under a Transfer is not readily ascertainable, such amount may, at Landlord’s option, be deemed to equal the fair market rent then obtainable for the space in question. In all events including Permitted Transfers the Tenant originally named herein shall remain primarily and jointly and severally liable for, and any sublessee of all or substantially all of the Premises and assignee shall in writing assume, the obligations of the Tenant under this Lease. The foregoing provision shall be an self-operative, but in confirmation thereof, such Transferee shall execute and deliver such instruments as may be reasonably required by Landlord to acknowledge such liability. Landlord may collect Rent from the Transferee and apply the net amount collected to the Rent and other charges hereunder (but only in the event of Tenant default), but no such assignment or collection shall be deemed a waiver of this Lease and subject to the provisions of this Paragraph 20Section, or the acceptance of the Transferee as a tenant, or a release of Tenant from direct and primary liability for the further performance of Tenant’s covenants hereunder. Unless Tenant is a corporation the stock in which is publicly traded on one or more exchanges regulated The consent by the Securities and Exchange Commission, the provisions of this paragraph (a) shall apply Landlord to a transfer (particular Transfer shall not relieve Tenant from the requirement of obtaining the consent of Landlord to any further Transfer. The consent by one Landlord to any Transfer shall not relieve Tenant from the obligation of obtaining the express consent of Landlord to any modification of such Transfer or more transfers) of a majority of further Transfer; nor shall Landlord’s consent alter in any manner whatsoever the stock or partnership interests or other evidences of ownership of Tenant as if such transfer were an assignment terms of this Lease, to which any Transfer at all times shall be subject and subordinate. Notwithstanding any of the foregoing Failure by Landlord to the contrary, Tenant consent to a proposed Transferee shall have no right to enter into any transfer or other transaction described herein if there then exists any Default of Tenant under Section 23(a)(i) never cause a termination of this LeaseLease or subject Landlord to any damages beyond Tenant’s direct costs of establishing its entitlement to such consent. The Tenant shall reimburse to the Landlord as Additional Rent, upon receipt of demand, for any reasonable costs in an amount up to $2,500 that may be incurred by the Landlord in connection with any proposed assignment or sublease and Transfer (other than a Permitted Transfer) any request for consent thereto pursuant to this subparagraph (a)thereto, including without limitation the costs of making investigations as to the acceptability of any proposed assignee or subtenant subtenant, and reasonable attorneys’ fees. No subleasing, assignment or other transfer of this Lease or the Premises shall affect Tenant’s ongoing and primary liability for performance of all obligations (including without limitation payments) to be performed by Tenant under this Lease, and Tenant shall in all cases remain liable for the same (whether accruing or arising prior to or after such transfer).

Transfers of Tenant’s Interest. (a) Except as hereinafter set forth, The Tenant covenants and agrees that whether voluntarily, involuntarily, by operation of law shall not assign or sublease or otherwise neither encumber all or any part of its interest in this Lease, the Premises, or the estate hereby created, without in each case first obtaining the prior written consent of the Landlord. In all events, the Landlord may condition its consent to any sublease or assignment upon (i) the Tenant's agreeing to pay to the Landlord fifty percent (50%) of the consideration received by the Tenant for any such assignment and fifty percent (50%) of the amount by which any rentals and other amounts from time to time payable to or for the Tenant under any subleases exceed the Basic Rent and Additional Rent from time to time payable hereunder and the reasonable expenses actually incurred by the Tenant in so assigning this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, except as provided by Section 20(b) herein below, and that neither subleasing the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which termincluding, without limitation, the associated costs of installing partitions, the estimated costs of removing such partitions to the extent such removal is required by the Landlord, and costs of real estate agents used in connection with such assignment or sublease), and (ii) the sublessee's or assignee's agreement to obtain the consent of the Landlord to any future or further sublease or assignment of its interest under this Lease. The Landlord shall include granting have the right to inspect, after reasonable advance notice, all records relating to costs claimed to have been incurred by the Tenant in so assigning this Lease or subleasing the Premises. Any attempted assignment without the consent of concessionsthe Landlord as contemplated hereby shall be void. Any transfer or series of related or unrelated transfers constituting a change in ownership or control of more than fifty percent (50%), licenses and in the likeaggregate, of (a) in whole or in partthe outstanding stock of the Tenant, if the Tenant is a corporation, or be offered (b) the profit and loss participation in the Tenant, if the Tenant is a partnership, a limited liability company or advertised any other entity, shall constitute an assignment for assignment or subletting without Landlord’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditionedpurposes of this Lease. Without limiting Notwithstanding the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of Basic Rent, Additional Rent or other charges due under this Lease; and/or (y) a third party undertakes or is granted the right to assign or attempt to assign this Lease or sublet or attempt sublet all or any portion subsequent public trading of the Premisescapital stock of Tenant on any national stock market or exchange (such as NYSE, Nasdaq or Amex), shall for all purposes hereof not be deemed to be an assignment hereunder. In all events the Tenant originally named herein and any guarantor of the obligations of the Tenant under this Lease shall remain primarily and subject to the provisions of this Paragraph 20. Unless Tenant is a corporation the stock jointly and severally liable for, and any sublessee or assignee shall in which is publicly traded on one or more exchanges regulated by the Securities and Exchange Commissionwriting assume, the provisions of this paragraph (a) shall apply to a transfer (by one or more transfers) of a majority obligations of the stock or partnership interests or other evidences of ownership of Tenant as if such transfer were an assignment of under this Lease. Notwithstanding Any consent by the Landlord to a particular assignment or subletting shall not in any way relieve the Tenant (or any of the foregoing to the contrary, Tenant shall have no right to enter into any transfer its assignees or other transaction described herein if there then exists any Default of Tenant under Section 23(a)(isublessees) of this Leasethe obligation hereunder to obtain the Landlord's consent for any further assignment or sublease. No assignment, subletting or use of the Premises shall affect the purpose for which the Premises may be used as set forth in Paragraph 4. The Tenant shall reimburse the Landlord as Additional Rent, upon receipt of demand, for any reasonable costs that may be incurred by the Landlord in connection with any proposed assignment or sublease and any request for consent thereto pursuant to this subparagraph (a)thereto, including without limitation the costs of making investigations as to the acceptability of any proposed assignee or subtenant subtenant, and attorneys’ ' fees. No subleasing, assignment or other transfer of this Lease or the Premises shall affect Tenant’s ongoing and primary liability for performance of all obligations (including without limitation payments) to be performed by Tenant under this Lease, and Tenant shall in all cases remain liable for the same (whether accruing or arising prior to or after such transfer).

Transfers of Tenant’s Interest. (a) Except as hereinafter set forth, Tenant covenants and agrees that whether voluntarily, involuntarily, by operation of law or otherwise neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, except as provided by Section 20(b) herein below, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting without Landlord’s prior written consent, which consent shall not be unreasonably withheldwithheld at any time after Tenant has exercised its option to extent the Term of this Lease for the Extended Term (it being understood that, delayed or conditionedprior to such exercise, Landlord may withhold its consent in its sole discretion). Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of Basic Rent, Additional Rent or other charges due under this Lease; and/or (y) a third party undertakes or is granted the right to assign or attempt to assign this Lease or sublet or attempt sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Paragraph 20. Unless Tenant is a corporation the stock in which is publicly traded on one or more exchanges regulated by the Securities and Exchange Commission, the provisions of this paragraph (a) shall apply to a transfer (by one or more transfers) of a majority of the stock or partnership interests or other evidences of ownership of Tenant as if such transfer were an assignment of this Lease. Notwithstanding any other provision of the foregoing Section 20 to the contrary, if and at each such time as Tenant shall have no right intend to enter into any transfer sublease pursuant to this Section 20(a), which sublease either (i) covers all or other transaction described herein if there then exists any Default substantially all of Tenant under Section 23(a)(ithe Premises, or (ii) has a term including options to extend or renew) covering all or substantially all of the remainder of the Term of this LeaseLease (excluding any extension options with respect to which Tenant shall not then have exercised its options), then Tenant shall give Landlord notice of such intent and the terms of such sublease not earlier than sixty (60), and not later than thirty (30), days prior to the effective date of such proposed sublease, and Landlord may (in its sole discretion) elect to terminate this Lease (if less than all or substantially all of the Premises are covered by such sublease, then such termination shall affect only that portion of the Premises proposed to be covered by such sublease) by giving notice to Tenant of such election not later than fifteen (15) days after receipt of Tenant’s notice and, upon the giving of such notice by Landlord, this Lease shall terminate with respect to such portion as of the date on which such sublease would have become effective (or, if later, on the date on which Landlord’s replacement tenant for the area affected becomes effective) with the same force and effect as if such date were the date originally set forth herein as the expiration hereof. If Landlord shall elect to terminate this Lease with respect to any portion of the Premises as hereinabove provided, then (A) from and after the effective date of such termination, the definitions of Basic Rent, Additional Rent, and Premises shall be adjusted to reflect that portion of the Premises that remains subject to this Lease after such termination, and (B) Tenant shall pay to Landlord, as an additional charge, any costs incurred by Landlord in connection with physically separating such terminated portion from the remainder of the Premises and complying with any laws, regulations and requirements of governmental authorities regarding the creation of multi-tenant floors. Tenant shall reimburse Landlord as Additional Rent, upon receipt of demand, for any reasonable costs that may be incurred by Landlord in connection with any proposed assignment or sublease and any request for consent thereto pursuant to this subparagraph (a), including without limitation the costs of making investigations as to the acceptability of any proposed assignee or subtenant and attorneys’ fees. No subleasing, assignment or other transfer of this Lease or the Premises shall affect Tenant’s ongoing and primary liability for performance of all obligations (including without limitation payments) to be performed by Tenant under this Lease, and Tenant shall in all cases remain liable for the same (whether accruing or arising prior to or after such transfer).

Transfers of Tenant’s Interest. (a) Except as hereinafter set forth, Tenant covenants and agrees that whether voluntarily, involuntarily, by operation of law or otherwise neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, except as provided by Section 20(b) herein below, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting without Landlord’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of Basic Rent, Additional Rent or other charges due under this Lease; and/or (y) a third party undertakes or is granted the right to assign or attempt to assign this Lease or sublet or attempt sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Paragraph 20. Unless Tenant is a corporation the stock in which is publicly traded on one or more exchanges regulated by the Securities and Exchange CommissionCommission (which for this purpose, shall include stocks traded on the OTCBB and OTC markets), the provisions of this paragraph (a) shall apply to a transfer (by one or more transfers) of a majority of the stock or partnership interests or other evidences of ownership of Tenant as if such transfer were an assignment of this Lease. Notwithstanding any other provision of the foregoing Section 20 to the contrary, if and at each such time as Tenant shall have no right intend to enter into any transfer sublease pursuant to this Section 20(a), which sublease either (i) covers all or other transaction described herein if there then exists any Default substantially all of Tenant under Section 23(a)(ithe Premises, or (ii) has a term including options to extend or renew) covering all or substantially all of the remainder of the Term of this LeaseLease (excluding any extension options with respect to which Tenant shall not then have exercised its options), then Tenant shall give Landlord notice of such intent and the terms of such sublease not earlier than sixty (60), and not later than thirty (30), days prior to the effective date of such proposed sublease, and Landlord may (in its sole discretion) elect to terminate this Lease (if less than all or substantially all of the Premises are covered by such sublease, then such termination shall affect only that portion of the Premises proposed to be covered by such sublease) by giving notice to Tenant of such election not later than fifteen (15) days after receipt of Tenant’s notice and, upon the giving of such notice by Landlord, this Lease shall terminate with respect to such portion as of the date on which such sublease would have become effective (or, if later, on the date on which Landlord’s replacement tenant for the area affected becomes effective) with the same force and effect as if such date were the date originally set forth herein as the expiration hereof. If Landlord shall elect to terminate this Lease with respect to any portion of the Premises as hereinabove provided, then (A) from and after the effective date of such termination, the definitions of Basic Rent, Additional Rent, and Premises shall be adjusted to reflect that portion of the Premises that remains subject to this Lease after such termination, and (B) Tenant shall pay to Landlord, as an additional charge, any costs incurred by Landlord in connection with physically separating such terminated portion from the remainder of the Premises and complying with any laws, regulations and requirements of governmental authorities regarding the creation of multi-tenant floors. Tenant shall reimburse Landlord as Additional Rent, upon receipt of demand, for any reasonable costs that may be incurred by Landlord in connection with any proposed assignment or sublease and any request for consent thereto pursuant to this subparagraph (a), including without limitation the costs of making investigations as to the acceptability of any proposed assignee or subtenant and attorneys’ fees. No subleasing, assignment or other transfer of this Lease or the Premises shall affect Tenant’s ongoing and primary liability for performance of all obligations (including without limitation payments) to be performed by Tenant under this Lease, and Tenant shall in all cases remain liable for the same (whether accruing or arising prior to or after such transfer).

Transfers of Tenant’s Interest. (a) Except as hereinafter set forth, The Tenant covenants and agrees that whether voluntarily, involuntarily, by operation of law shall not assign or sublease or otherwise neither encumber all or any part of its interest in this Lease nor Lease, the term and Premises, or the estate hereby grantedcreated, nor shall it grant any interest herein licenses, concessions or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, except as provided by Section 20(b) herein below, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which termlike, without limitation, shall include granting in each case first obtaining the proper written consent of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting without Landlord’s prior written consent, which consent shall not be unreasonably withheldwithheld or delayed. Notwithstanding the foregoing provided the Tenant delivers to the Landlord prior written notice and a copy of the appropriate legal documentation and financial information, delayed no consent of Landlord shall be required for any assignment of the Tenant's interest to any successor to the Tenant by reason of any merger, consolidation or conditioned. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, sale of all or a third party agrees to pay on Tenant’s behalf, all or any substantial portion of Basic Rentits stock or assets or for any sublease or assignment of such interest to any entity controlled by Tenant. In addition, Additional Rent or other charges due under this Lease; and/or (y) a third party undertakes or is granted the right to assign or attempt to assign no consent of Landlord shall be required for any assignment of this Lease or sublet or attempt sublet subletting of all or any portion of the PremisesPremises to any entity under common ownership or control as Tenant provided that such entity, shall for all purposes hereof be deemed at the time of such assignment or subletting, has a net worth equal to be an assignment of this Lease and subject to or greater than the provisions of this Paragraph 20. Unless Tenant is a corporation the stock in which is publicly traded on one or more exchanges regulated by the Securities and Exchange Commission, the provisions of this paragraph (a) shall apply to a transfer (by one or more transfers) of a majority of the stock or partnership interests or other evidences of ownership net worth of Tenant as if such transfer were an assignment of this Lease. Notwithstanding any of the foregoing to date hereof. Any attempted sublease or assignment without the contraryrequired consent of the Landlord shall be void. In all events the Tenant originally named herein shall remain primarily liable for, Tenant shall have no right to enter into any transfer or other transaction described herein if there then exists any Default of Tenant under Section 23(a)(i) of this Lease. Tenant shall reimburse Landlord as Additional Rent, upon receipt of demand, for any reasonable costs that may be incurred by Landlord in connection with any proposed assignment or sublease and any request for consent thereto pursuant to this subparagraph (a)sublessee or assignee shall in writing assume, including without limitation the costs obligations of making investigations as to the acceptability of any proposed assignee or subtenant and attorneys’ fees. No subleasing, assignment or other transfer of this Lease or the Premises shall affect Tenant’s ongoing and primary liability for performance of all obligations (including without limitation payments) to be performed by Tenant under this Lease, and Tenant shall in all cases remain liable the Landlord may condition any required consent to any sublease or assignment upon the Tenant's agreeing to pay to the Landlord fifty percent (50%) of the amount by which any NET rentals and other amounts from time to time payable to or for the same benefit of the Tenant thereunder exceed the Basic Rent and Additional Rent from time to time payable hereunder, after the payment of brokerage commissions, legal costs, and tenant improvement expenses incurred in connection therewith. (whether accruing or arising prior to or after such transferAnd, in the case of a sublease on a gross rent basis, net of that portion of the rent that would constitute Additional Rent hereunder).

Transfers of Tenant’s Interest. (a) Except as hereinafter set forthThe Tenant shall not assign or sublease all or any part of its interest in this Lease, Tenant covenants and agrees that whether voluntarilythe Premises, involuntarily, by operation of law or otherwise neither this Lease nor the term and estate hereby grantedcreated without in each case first obtaining the prior written consent of the Landlord, nor which the Tenant shall request in writing at least thirty (30) days prior to any interest herein proposed assignment or thereinfifteen (15) days prior to any proposed sublease. Such request shall include the name of the proposed assignee and sublessee, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, except as provided by Section 20(b) herein belowfinancial statements for the proposed assignee and sublessee in form reasonabl 777923v2 acceptable to the Landlord, and that neither unless the Premises nor proposed assignee or sublessee is a publicly traded company, the names of the officers and any part thereof will be encumbered in any manner by reason shareholders owning more than twenty-five (25%) of any act the the assignee or omission on sublessee. Such written consent of the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting without Landlord’s prior written consent, which consent Landlord shall not be unreasonably withheld, delayed conditioned or conditioneddelayed, provided, however, that the Landlord shall not be deemed unreasonable for withholding such consent in the event that the proposed use of the Premises by any assignee or sublessee is inconsistent with the provisions of Section 5 or Section 28 hereof or in the event of an assignment of less than all of the Premises. Without limiting Notwithstanding the foregoing, if Tenant shall enter into any agreement pursuant assignment or any sublease of the Premises during the Term, Tenant shall pay to whichLandlord fifty percent (50%) of the excess consideration received by Tenant for any such assignment or sublease it being understood that in determining excess consideration in connection with any such assignment or sublease, Tenant may deduct all of its reasonable expenses in connection with such assignment or sublease, including the following expenditures resulting from such assignment or sublease: (xi) brokerage and marketing fees; (ii) legal fees; (iii) construction costs, including, without limitation,. design fees; and (iv) financial concessions granted in such sublease. In the event that Tenant is relieved from the obligation proposes to pay, or a third party agrees to pay on Tenant’s behalf, all enter into any permitted assignment or any portion permitted sublease with a term, including options to renew, of Basic Rent, Additional Rent or other charges due under this Lease; and/or (y) a third party undertakes or is granted the right to assign or attempt to assign this Lease or sublet or attempt sublet more than two years of all or any portion of the Premises , Landlord shall have the option, within fifteen (15) days after Landlord's receipt of Tenant's notice of such proposed assignment or sublease by written notice to Tenant, in Landlord's sole and absolute discretion, to take back such portion of the Premises, in which case all of Tenant's future obligations under this Lease with respect to such portion shall cease as of the effective date of such assignment or the commencement date of such sublease, as the case may be. Notwithstanding anything contained herein to the contrary, any purported exercise by Landlord of its right hereunder to take back the Premises or any portion thereof shall be ineffective if, within seven (7) days after Tenant's receipt of notice from Landlord that Landlord intends to exercise such right, Tenant delivers written notice to Landlord withdrawing the proposed assignment or sublease. In the event that Landlord takes back a portion of the premises, Landlord shall be liable for the cost of demising, installing submeters and otherwise reworking the utility systems, and the Basic and Additional Rent will be appropriately adjusted. Notwithstanding any other provision in this Lease to the contrary, the prior written consent of Landlord shall not be required and the provisions of the three preceding paragraphs shall not apply to (a) any assignment or sublease to any person or entity which, directly or indirectly, is in control of, is controlled by, or is under common control with Tenant or (b) to any assignment in connection with a reorganization, merger or consolidation including Tenant or the sale of substantially all purposes hereof the stock or assets of Tenant (subject to the provisions of the next succeeding paragraph). Control means the power to directly or indirectly (i) vote fifty percent (50 %) or more of the securities having ordinary voting power for the election of directors of an entity or (ii) direct or 777923v2 cause the direction of the management and policies of an entity whether by contract or otherwise. Notwithstanding the foregoing provisions of this Section 19, in the event of a reorganization, merger, or consolidation involving Tenant or the sale of substantially all of the stock or assets of Tenant, Landlord's take back rights shall not apply, and Landlord's consent shall not be deemed required, to be a sublease of the Premises or an assignment of this Lease to any resulting or acquiring entity, provided (and it shall be a condition of the validity of any such sublease or assignment) that; (i) such entity shall agree directly with the Landlord to be bound by all of the obligations of the Tenant hereunder, including, without limitation, the obligations to pay the Basic Rent provided for under this Lease, and the covenant against further assignment; (ii) such sublease or assignment shall not relieve the Tenant herein named of any of its obligations hereunder, and the Tenant shall remain fully liable therefor (subject to the provisions of the next succeeding paragraph); and (iii) the Tenant shall furnish the Landlord with such information regarding such transferee as Landlord shall reasonably request. The Tenant originally named herein shall remain primarily and jointly and severally liable for, and any sublessee or assignee shall in writing assume, the obligations of the Tenant under this Lease. Notwithstanding the foregoing (and subject to the provisions of this Paragraph 20. Unless Tenant is a corporation clause (ii) of the stock in which is publicly traded on one or more exchanges regulated by the Securities and Exchange Commissionimmediately preceding paragraph), the provisions Tenant shall be relieved of this paragraph (a) shall apply to a transfer (by one or more transfers) of a majority such primary liability for the obligations of the stock or partnership interests or other evidences Tenant under this Lease if any assignee in writing assumes the obligations of ownership of the Tenant as if such transfer were an assignment of under this Lease. Notwithstanding any , and such assignee at the effective date of such written assumption of the foregoing to obligations of the contrary, Tenant shall have no right to enter into any transfer or other transaction described herein if there then exists any Default of Tenant under Section 23(a)(i) this Lease has been assigned a credit rating of this Lease"A-3/ A- " or better by Xxxx & Bradstreet. The Tenant shall reimburse the Landlord as Additional Rent, upon receipt of demand, for any reasonable reasonable, out-of-pocket costs that may be incurred by the Landlord in connection with any proposed assignment or sublease and any request for consent thereto pursuant to this subparagraph (a)sublease, including without limitation the costs of making investigations as to the acceptability of any proposed assignee or subtenant and attorneys’ ' fees. No subleasing, assignment or other transfer of this Lease or the Premises shall affect Tenant’s ongoing and primary liability for performance of all obligations (including without limitation payments) to be performed by Tenant under this Lease, and Tenant shall in all cases remain liable for the same (whether accruing or arising prior to or after such transfer).

Transfers of Tenant’s Interest. The Tenant shall not assign or sublease or otherwise encumber all or any part of its interest in this Lease, the Premises, or the estate hereby created, without in each case first obtaining the prior written consent of the Landlord. The Landlord shall not unreasonably withhold such consent, but such consent may be conditioned upon, among other factors, a determination that the proposed use of the premises will be consistent with the requirements of this Lease and that the assignee, sublessee or other occupant has a Tangible Net Worth (as hereinafter defined) acceptable to the Landlord. In all events, the Landlord may condition the consent to any sublease or assignment upon (i) the Tenant agreeing to pay the Landlord fifty percent (50%) of the amount by which rentals and other amounts from time to time payable to or for the Tenant under such assignment or sublease exceed the Basic Rent and Additional Rent from time to time payable hereunder, with the balance to be paid to the Tenant, and (ii) upon the sublessee’s or assignee’s agreement to obtain the consent of the Landlord to any future or further sublease or assignment of its interest under this Lease. Any attempted assignment without the consent of the Landlord as contemplated hereby shall be void. Any transfer or series of related or unrelated transfers constituting a change in either (a) Except as hereinafter set forthownership of fifty percent (50%) or more, Tenant covenants and agrees that whether voluntarilyin the aggregate, involuntarily, by operation of law the shares or otherwise neither this Lease nor other beneficial ownership interests of the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, except as provided by Section 20(b) herein below, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used (b) the power to control or occupied manage the Tenant’s affairs, directly or permitted to be used by electing or occupiedappointing directors, by anyone other than Tenant, officers or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitationmanagers, shall include granting constitute an assignment for purposes of concessionsthis Lease. Notwithstanding the foregoing, licenses the initial public offering of the capital stock of the Tenant on any national stock market or exchange (such as NYSE, Nasdaq or Amex), and the like) in whole subsequent public trading of such stock on such national markets or in partexchanges, or be offered or advertised for assignment or subletting without Landlord’s prior written consent, which consent shall not be unreasonably withhelddeemed to be an assignment hereunder. Notwithstanding the foregoing terms of this Paragraph 19, delayed or conditioned. Without limiting if the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion not in default of Basic Rent, Additional Rent or other charges due its obligations under this Lease; and/or (y) a third party undertakes or is granted , the right to assign or attempt to Tenant may either assign this Lease or sublet or attempt sublet sublease all of any portion of the Premises without the Landlord’s consent, and without the Landlord having any right to recapture all or any portion of the Premises, shall for all purposes hereof be deemed to be an assignment of this Lease and subject to the provisions of this Paragraph 20. Unless Tenant is a corporation the stock in which is publicly traded on one or more exchanges regulated by the Securities and Exchange Commission, the provisions of this paragraph (a) shall apply to a transfer (by one or more transfers) of a majority of the stock or partnership interests or other evidences of ownership Affiliate of Tenant (as if such transfer were an assignment of this Lease. Notwithstanding any of the foregoing to the contrary, Tenant shall have no right to enter into any transfer or other transaction described herein if there then exists any Default of Tenant under Section 23(a)(i) of this Lease. Tenant shall reimburse Landlord as Additional Rent, upon receipt of demand, for any reasonable costs that may be incurred by Landlord in connection with any proposed assignment or sublease and any request for consent thereto pursuant to this subparagraph (ahereinafter defined), including without limitation the costs of making investigations or a Successor to Tenant (as to the acceptability of hereinafter defined), provided that in any proposed assignee or subtenant and attorneys’ fees. No subleasing, assignment or other transfer of this Lease or the Premises shall affect Tenant’s ongoing and primary liability for performance of all obligations (including without limitation payments) to be performed by Tenant under this Lease, and Tenant shall in all cases remain liable for the same (whether accruing or arising prior to or after such transfer).event:

Transfers of Tenant’s Interest. (a) Except as hereinafter set forthin connection with a Permitted Transfer (defined in Section 19(e) below), Tenant covenants and agrees that whether voluntarilyshall not assign, involuntarilysublease, by operation of law transfer or otherwise neither encumber any interest in this Lease nor the term and estate hereby granted, nor or allow any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, except as provided by Section 20(b) herein below, and that neither third party to use any portion of the Premises nor any part thereof will be encumbered in any manner by reason of any act (collectively or omission on individually, a “Transfer”) without the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting without Landlord’s prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, delayed or conditionedwithheld if Landlord does not elect to exercise its termination rights under Section 19(b) below. Without limiting the foregoinglimitation, any agreement pursuant it is agreed that Landlord’s consent shall not be considered unreasonably withheld with respect to whichan assignment, sublease, transfer or encumbrance of this Lease if: (xi) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (ii) the proposed transferee’s business is not suitable for the Building considering the zoning regulations applicable to the Building, or would result in a violation of another tenant’s rights; (iii) the proposed transferee is a governmental agency or other occupant of the Building; (iv) Tenant is relieved from in default beyond the obligation to pay, expiration of any applicable grace or a third party agrees to pay on Tenant’s behalf, all or any portion of Basic Rent, Additional Rent or other charges due under notice and cure periods in this Lease; and/or or (yv) a third party undertakes or is granted the right to assign or attempt to assign this Lease or sublet or attempt sublet all or any portion of the Premises, Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer. Tenant shall for all purposes hereof not be deemed entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an assignment action to enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article shall constitute a breach of this Lease and subject shall, at Landlord’s option, be void. Consent by Landlord to the provisions of this Paragraph 20. Unless Tenant is a corporation the stock in which is publicly traded on one or more exchanges regulated by the Securities and Exchange Commission, the provisions of this paragraph (aTransfer(s) shall apply not operate as a waiver of Landlord’s rights to a transfer (by one approve any subsequent Transfer. In no event shall any Transfer or more transfers) of a majority of the stock Permitted Transfer release or partnership interests or other evidences of ownership of relieve Tenant as if such transfer were an assignment of this Lease. Notwithstanding from any of the foregoing to the contrary, Tenant shall have no right to enter into any transfer or other transaction described herein if there then exists any Default of Tenant under Section 23(a)(i) of this Lease. Tenant shall reimburse Landlord as Additional Rent, upon receipt of demand, for any reasonable costs that may be incurred by Landlord in connection with any proposed assignment or sublease and any request for consent thereto pursuant to this subparagraph (a), including without limitation the costs of making investigations as to the acceptability of any proposed assignee or subtenant and attorneys’ fees. No subleasing, assignment or other transfer of this Lease or the Premises shall affect Tenant’s ongoing and primary liability for performance of all obligations (including without limitation payments) to be performed by Tenant obligation under this Lease, and Tenant shall in all cases remain liable for the same (whether accruing or arising prior to or after such transfer).