Common use of Assignment, Etc Clause in Contracts

Assignment, Etc. (a) Subject to the further provisions of this Article 5, neither this lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, licensed, used or occupied by any person or entity other than Tenant or encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease shall be deemed an assignment of this lease. No assignment or other transfer of this lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null and void.

Assignment, Etc. (a) Subject to the further provisions of this Article 5, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, be licensed, be used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority control of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease Lease shall be deemed an assignment of this leaseLease. No assignment or other transfer of this lease Lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease Lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null and void.

Assignment, Etc. (a) Subject to the further provisions of this Article 5, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, be licensed, be used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority control of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stockstock or other applicable ownership interests) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease Lease shall be deemed an assignment of this leaseLease. No assignment or other transfer of this lease Lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease Lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null and void.

Assignment, Etc. (a) Subject to the further provisions of Section 6.02, and except as otherwise provided in this Article 5Article, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, be licensed, be used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority control of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition admission of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactionstransactions occurring over a twenty-four (24) month period (provided that if any such transactions made subsequent to such twenty-four (24) month period are made pursuant to a plan designed to effect such transfer over an extended period of time, the same shall be deemed to have been made during the twenty-four (24) month period), or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease Lease shall be deemed an assignment of this leaseLease or a sublease, as the case may be. No Except as provided in Section 6.02(d) herein, no assignment or other transfer of this lease Lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s prior written consent to any further assignment, other transfer or subletting. Any attempt to assign this lease Lease or sublet all or any portion of the Demised Premises in violation of this Article 5 6 shall be null and void. If Tenant shall become a publicly held entity, the sale or transfer of shares or issuance of new shares of Tenant shall not require the consent of Landlord, shall be permitted under this Lease and shall not be deemed a transfer or an assignment hereunder if such transfer or sale is effected through the “over-the-counter market” or through any recognized stock exchange.

Assignment, Etc. (a) Subject to the further provisions of this Article 5, neither this lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, licensed, used or occupied by any person or entity other than Tenant or encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease shall be deemed an assignment of this lease. No assignment or other transfer of this lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null and void.

Assignment, Etc. (a) Subject to the further provisions of this Article 5The Borrower shall not assign, neither this lease nor the term and estate hereby grantedpledge, nor any part hereof or thereofmortgage, shall be assignedlease, mortgagedtransfer, pledged, encumbered encumber or otherwise transferred voluntarily, involuntarily, by operation dispose of law any of its rights in the Collateral or otherwise, and neither the Demised Premises, nor any part thereof, nor permit its use by anyone other than its regular employees, without the Lender's prior written consent. Any such purported transfer, assignment or other action without the Lender's prior written consent shall be subleasedvoid. The Lender may, licensedwithout notice to or consent by the Borrower, used transfer or occupied by assign this Agreement and each Loan Schedule or any person interest herein and may mortgage, pledge, encumber or entity other than Tenant transfer any of its rights or encumbered interest in any manner by reason of any act or omission on and to the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all Collateral or any part thereof and, without limitation, each assignee, transferee, pledgee and mortgagee (which may include any affiliate of the Demised Premises Lender) shall be assigned have the right to further transfer or otherwise encumberedassign its interest. Each such assignee, without transferee, pledgee and mortgagee shall have all of the prior consent rights (but none of Landlord, which consent shall not be unreasonably withheldthe obligations) of the Lender under this Agreement and each Loan Schedule. The dissolution or direct or indirect transfer of a majority Borrower hereby acknowledges notice of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an Lender's intended assignment of this lease regardless Agreement and each Loan Schedule and, upon such assignment, the Borrower agrees not to assert against any such assignees, transferees, pledgees and mortgagees any defense, claim, counterclaim, recoupment or set-off that the Borrower may have against the Lender, whether arising under this Agreement or any Loan Schedule or otherwise. Any assignee, transferee, pledgee or mortgagee of whether the transfer is made in Lender's rights under this Agreement or by one or more transactionsany Loan Schedule shall be considered a third party beneficiary of all of the Borrower's representations, or whether one or more persons or entities hold the controlling interest prior warranties and obligations hereunder to the Lender. The Borrower agrees (a) in connection with any such transfer or afterwards. An agreement under assignment, to provide such instruments, documents, acknowledgments and further assurances as the Lender or any assignee, transferee, mortgagee or pledgee may deem necessary or advisable to effectuate the intents of this Agreement or any Loan Schedule or any such transfer or assignment, with respect to such matters as the Agreement, any Loan Schedule, the Collateral, the Borrower's obligations to such assignee, transferee, mortgagee or pledgee and such other matters as may be reasonably requested, and (b) that after receipt by the Borrower of written notice of assignment from the Lender or from the Lender's assignee, transferee, pledgee or mortgagee, all principal, interest and other amounts which another person or entity becomes responsible for all or a portion of Tenant’s obligations are then and thereafter become due under this lease Agreement or any Loan Schedule shall be deemed an assignment paid to such assignee, transferee, pledgee or mortgagee, at the place of this leasepayment designated in such notice. No assignment or other transfer of this lease This Agreement and each Loan Schedule shall be binding upon the term Borrower and estate hereby granted, its successors and no subletting of all or any portion shall inure to the benefit of the Demised Premises shall relieve Tenant of Lender and its liability under this lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null successors and voidassigns.

Assignment, Etc. (a) Subject to the further provisions of this Article 5, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, be licensed, be used or occupied by any person or entity other than Tenant or encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord. Notwithstanding any provision of this Article 5 to the contrary, but subject nevertheless to the provisions of Sections 5.01(b), (c), (d) and (e) below, (i) in no event shall Tenant be entitled to sublease all or any portion of the Premises or assign this Lease prior to the earlier of (A) the date upon which consent shall not be unreasonably withheld. The Landlord has entered into leases for 85% or more of the rentable square footage of the office space in the Building and (B) the third (3rd) anniversary of the Commencement Date (such period, the “Initial Lease-Up Period,” and such prohibition the “Initial Lease-Up Restriction”), (ii) the dissolution or direct or indirect transfer of a majority control of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An , and (iii) an agreement under which another person or entity Person becomes responsible for all or a portion of Tenant’s obligations under this lease Lease shall be deemed an assignment of this leaseLease. No assignment or other transfer of this lease Lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease (subject, however, to the provisions of Section 5.04(c) of this Lease) or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or sublettingsubletting to the extent such consent is required hereunder. Any attempt to assign this lease Lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null and void.

Assignment, Etc. (a) Subject to the further provisions of this Article 5The Borrower shall not assign, neither this lease nor the term and estate hereby grantedpledge, nor any part hereof or thereofmortgage, shall be assignedlease, mortgagedtransfer, pledged, encumbered encumber or otherwise transferred voluntarily, involuntarily, by operation dispose of law any of its rights in the Collateral or otherwise, and neither the Demised Premises, nor any part thereof, nor permit its use by anyone other than its regular employees without the Lender's prior written consent. Any such purported transfer, assignment or other action without the Lender's prior written consent shall be subleasedvoid. The Lender may, licensedupon notice to (but without the consent of) the Borrower, used transfer or occupied by assign this Agreement and each Loan Schedule or any person interest herein and may mortgage, pledge, encumber or entity other than Tenant transfer any of its rights or encumbered interest in any manner by reason of any act or omission on and to the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all Collateral or any part thereof and, without limitation, each assignee, transferee, pledgee and mortgagee (which may include any affiliate of the Demised Premises Lender) shall be assigned have the right to further transfer or otherwise encumberedassign its interest. Each such assignee, without transferee, pledgee and mortgagee shall have all of the prior consent rights (but none of Landlord, which consent shall not be unreasonably withheldthe obligations) of the Lender under this Agreement and each Loan Schedule. The dissolution or direct or indirect transfer of a majority Borrower hereby acknowledges notice of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an Lender's intended assignment of this lease regardless Agreement and each Loan Schedule and, upon such assignment, the Borrower agrees not to assert against any such assignees, transferees, pledgees and mortgagees any defense, claim, counterclaim, recoupment or set-off that the Borrower may have against the Lender, whether arising under this Agreement or any Loan Schedule or otherwise. Any assignee, transferee, pledgee or mortgagee of whether the transfer is made in Lender's rights under this Agreement or by one or more transactionsany Loan Schedule shall be considered a third party beneficiary of all of the Borrower's representations, or whether one or more persons or entities hold the controlling interest prior warranties and obligations hereunder to the Lender. The Borrower agrees (a) in connection with any such transfer or afterwards. An agreement under assignment, to provide such instruments, documents, acknowledgments and further assurances as the Lender or any assignee, transferee, mortgagee or pledgee may deem necessary or advisable to effectuate the intents of this Agreement or any Loan Schedule or any such transfer or assignment, with respect to such matters as the Agreement, any Loan Schedule, the Collateral, the Borrower's obligations to such assignee, transferee, mortgagee or pledgee and such other matters as may be reasonably requested, and (b) that after receipt by the Borrower of written notice of assignment from the Lender or from the Lender's assignee, transferee, pledgee or mortgagee, all principal, interest and other amounts which another person or entity becomes responsible for all or a portion of Tenant’s obligations are then and thereafter become due under this lease Agreement or any Loan Schedule shall be deemed an assignment paid to such assignee, transferee, pledgee or mortgagee, at the place of this leasepayment designated in such notice. No assignment or other transfer of this lease This Agreement and each Loan Schedule shall be binding upon the term Borrower and estate hereby granted, its successors and no subletting of all or any portion shall inure to the benefit of the Demised Premises shall relieve Tenant of Lender and its liability under this lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null successors and voidassigns.

Assignment, Etc. (a) Subject to the further provisions of this Article 5, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, be licensed, be used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord. Except as provided in 5.01(c), which consent shall not be unreasonably withheld. The the dissolution or direct or indirect transfer of a majority control of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease Lease shall be deemed an assignment of this leaseLease. No assignment or other transfer of this lease Lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease Lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null and void.

Assignment, Etc. (a) Subject to the further provisions of this Article 5terms and procedures set forth in Section 12.02, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, ; shall be assigned, mortgaged, pledged, encumbered assigned or otherwise transferred voluntarily, involuntarily, by operation of law or otherwisetransferred, and neither the Demised Premises, Premises nor any part thereof, thereof shall be subleased, licensed, used subleased or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheldwithheld or delayed. The dissolution or direct or indirect transfer Transfer of a majority controlling interest in the stock or other ownership interests of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment to be a transfer of this lease regardless Lease excepting only where such transfers of whether stock are effected through the transfer is made "over-the~counter' market or through any recognized stock exchange or in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or connection with a portion public offering of shares of Tenant’s obligations under this lease shall be deemed an assignment of this lease. No assignment consent of Landlord to any assigntnent or other transfer of this lease Lease and the term and estate hereby granted, and no consent by Landlord to any subletting of all or any portion of the Demised Premises Premises, shall be construed to relieve Tenant of its liability under this lease hereunder or of the obligation to obtain Landlord’s prior such consent to any further assignment, other transfer or subletting. Any attempt Tenant may permit any corporation or other business entity which controls, Is controlled by or is under common control (and which at all times so remains) with Tenant including but not limited to assign this lease a bonafide merger or other consolidation of Tenant's business where the resulting entity is at least as strong financially as Tenant (a "Related C~~~oration') to sublet all or any portion part of the Demised Premises in violation upon prior written notice to Landlord setting forth the name of this Article 5 shall be null such Related Corporation and void.the providing of reasonably satisfactory

Assignment, Etc. (a) Subject Except as herein expressly provided to the further provisions of this Article 5contrary, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarilytransferred, involuntarilyin whole or in part, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, licensed, used subleased or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of LandlordLandlord in each instance. For purposes of this Section, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer (i) subject to the provisions of Section 5.01(j) hereof, a majority of the interest in, or change in control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, any subtenant or change in classes of stock) any entity which controls Tenant shall be deemed an assignment of this lease regardless of whether the transfer is made in or by one or more transactionsLease, or whether (ii) a take-over agreement pursuant to which one or more persons or entities hold shall agree to assume the controlling interest prior to the transfer or afterwards. An agreement under which obligations of Tenant hereunder in consideration of Tenant leasing space in another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease building shall be deemed an assignment of this leaseLease, (iii) any person or legal representative of Tenant to whom Tenant’s interest under this Lease passes by operation of law or otherwise, shall be bound by the provisions of this Section, and (iv) a modification, amendment or extension of a sublease shall be deemed a sublease. No assignment Any assignment, sublease, mortgage, pledge, encumbrance or transfer by Tenant in contravention of this Section shall be void. For the purposes of clause (i) of the preceding sentence, “change in control” shall mean a change (by transfer or otherwise) in either (x) ownership of fifty percent (50%) or more of all of the voting stock of a corporation or fifty percent (50%) or more of the capital, profits or beneficial interest in a partnership or other transfer of this lease and business entity or (y) the term and estate hereby granted, and no subletting of all or any portion possession of the Demised Premises power directly or indirectly to direct or cause the direction of management and policy or a corporation, partnership or other business entity, whether through the ownership of voting securities, by contract, common directors or officers, the contractual right to manage the business affairs of any such corporation, partnership or business entity, or otherwise. Any reference to “Tenant” in this Section 5.01 shall relieve Tenant of its liability under this lease or of the obligation also be deemed to obtain Landlord’s prior consent refer to any further assignment, other transfer immediate or subletting. Any attempt to assign this lease remote subtenant or sublet all or any portion assignee of the Demised Premises in violation of this Article 5 shall be null and voidTenant.

Assignment, Etc. (a) Subject to the further provisions of this Article 5The Borrower shall not assign, neither this lease nor the term and estate hereby grantedpledge, nor any part hereof or thereofmortgage, shall be assigned--------------- lease, mortgagedtransfer, pledged, encumbered encumber or otherwise transferred voluntarily, involuntarily, by operation dispose of law any of its rights in the Collateral or otherwise, and neither the Demised Premises, nor any part thereof, nor permit its use by anyone other than its regular employees without the Lender's prior written consent. Any such purported transfer, assignment or other action without the Lender's prior written consent shall be subleasedvoid. The Lender may, licensedupon notice to (but without the consent of) the Borrower, used transfer or occupied by assign this Agreement and each Loan Schedule or any interest herein and may mortgage, pledge, encumber or transfer any of its rights or interest in and to the Collateral or any part thereof and, without limitation, each assignee, transferee, pledgee and mortgagee (which may include any affiliate of the Lender) shall have the right to further transfer or assign its interest. The Lender shall not transfer or assign this Agreement or any Loan Schedule hereto to a person or entity other than Tenant which at the time of such transfer or encumbered assignment is engaged in any manner a business activity which is competitive with the business activities then engaged in by reason of any act or omission on the part of TenantBorrower. Each such assignee, transferee, pledgee and no rents or other sums receivable by Tenant under any sublease of mortgagee shall have all or any part of the Demised Premises shall be assigned or otherwise encumbered, without rights (but none of the prior consent of Landlordobligations, which consent obligations shall not be unreasonably withheldremain with Lender) of the Lender under this Agreement and each Loan Schedule. The dissolution or direct or indirect transfer of a majority Borrower hereby acknowledges notice of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an Lender's intended assignment of this lease regardless Agreement and each Loan Schedule and, upon such assignment, the Borrower agrees not to assert against any such assignees, transferees, pledgees and mortgagees any defense, claim, counterclaim, recoupment or set-off that the Borrower may have against the Lender, whether arising under this Agreement or any Loan Schedule or otherwise. Any assignee, transferee, pledgee or mortgagee of whether the transfer is made in Lender's rights under this Agreement or by one or more transactionsany Loan Schedule shall be considered a third party beneficiary of all of the Borrower's representations, or whether one or more persons or entities hold the controlling interest prior warranties and obligations hereunder to the Lender. The Borrower agrees (a) in connection with any such transfer or afterwards. An agreement under assignment, to provide such instruments, documents, acknowledgments and further assurances as the Lender or any assignee, transferee, mortgagee or pledgee may deem necessary or advisable to effectuate the intents of this Agreement or any Loan Schedule or any such transfer or assignment, with respect to such matters as the Agreement, any Loan Schedule, the Collateral, the Borrower's obligations to such assignee, transferee, mortgagee or pledgee and such other matters as may be reasonably requested, and (b) that after receipt by the Borrower of written notice of assignment from the Lender or from the Lender's assignee, transferee, pledgee or mortgagee, all principal, interest and other amounts which another person or entity becomes responsible for all or a portion of Tenant’s obligations are then and thereafter become due under this lease Agreement or any Loan Schedule shall be deemed an assignment paid to such assignee, transferee, pledgee or mortgagee, at the place of this leasepayment designated in such notice. No assignment or other transfer of this lease This Agreement and each Loan Schedule shall be binding upon the term Borrower and estate hereby granted, its successors and no subletting of all or any portion shall inure to the benefit of the Demised Premises shall relieve Tenant of Lender and its liability under this lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null successors and voidassigns.

Assignment, Etc. (a) Subject to the further provisions of this Article 5, neither this lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, licensed, used or occupied by any person or entity other than Tenant or encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s 's obligations under this lease shall be deemed an assignment of this lease. No assignment or other transfer of this lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease or of the obligation to obtain Landlord’s 's prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null and void.

Assignment, Etc. (a) Subject to the further provisions of this Article 5The Borrower shall not assign, neither this lease nor the term and estate hereby grantedpledge, nor any part hereof or thereofmortgage, shall be assignedlease, mortgagedtransfer, pledged, encumbered encumber or otherwise transferred voluntarily, involuntarily, by operation dispose of law any of its rights in the Collateral or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, licensed, used or occupied nor permit its use by any person or entity anyone other than Tenant its regular employees or encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, customers without the Lender's prior consent of Landlordwritten consent, which consent shall not be unreasonably withheldwithheld or delayed, except that Borrower may assign, pledge, mortgage, lease, transfer, encumber or otherwise dispose of its rights in the Collateral to its parent or any subsidiary corporation or to a corporation which shall have acquired all or substantially all of the property of Borrower by merger, consolidation or purchase. No permitted assignment or sublease shall relieve Borrower of any of its obligations hereunder. Any such purported transfer, assignment or other action without the Lender's prior written consent shall be void. The dissolution Lender may, upon notice to (but without the consent of) the Borrower, transfer or direct assign this Agreement and each Loan Schedule or indirect any interest herein and may mortgage, pledge, encumber or transfer any of a majority its rights or interest in and to the Collateral or any part thereof and, without limitation, each assignee, transferee, pledgee and mortgagee (which may include any affiliate of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stockLender) shall be deemed an have the right to further transfer or assign its interest. Each such assignee, transferee, pledgee and mortgagee shall have all of the rights (but none of the obligations) of the Lender under this Agreement and each Loan Schedule. The Borrower hereby acknowledges notice of the Lender's intended assignment of this lease regardless Agreement and each Loan Schedule Rev. 6/7/99 and, upon such assignment, the Borrower agrees not to assert against any such assignees, transferees, pledgees and mortgagees any defense, claim, counterclaim, recoupment or set-off that the Borrower may have against the Lender, whether arising under this Agreement or any Loan Schedule or otherwise. Any assignee, transferee, pledgee or mortgagee of whether the transfer is made in Lender's rights under this Agreement or by one or more transactionsany Loan Schedule shall be considered a third party beneficiary of all of the Borrower's representations, or whether one or more persons or entities hold the controlling interest prior warranties and obligations hereunder to the Lender. The Borrower agrees (a) in connection with any such transfer or afterwards. An agreement under assignment, to provide such instruments, documents, acknowledgments and further assurances as the Lender or any assignee, transferee, mortgagee or pledgee may deem necessary or advisable to effectuate the intents of this Agreement or any Loan Schedule or any such transfer or assignment, with respect to such matters as the Agreement, any Loan Schedule, the Collateral, the Borrower's obligations to such assignee, transferee, mortgagee or pledgee and such other matters as may be reasonably requested, and (b) that after receipt by the Borrower of written notice of assignment from the Lender or from the Lender's assignee, transferee, pledgee or mortgagee, all principal, interest and other amounts which another person or entity becomes responsible for all or a portion of Tenant’s obligations are then and thereafter become due under this lease Agreement or any Loan Schedule shall be deemed an assignment paid to such assignee, transferee, pledgee or mortgagee, at the place of this leasepayment designated in such notice. No assignment or other transfer of this lease This Agreement and each Loan Schedule shall be binding upon the term Borrower and estate hereby granted, its successors and no subletting of all or any portion shall inure to the benefit of the Demised Premises shall relieve Tenant of Lender and its liability under this lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null successors and voidassigns.

Assignment, Etc. (a) Subject to the further provisions of Neither this Article 5, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwiseotherwise (any of the foregoing being referred to herein as an “Assignment”; and the assignee or other transferee pursuant to an Assignment being an “Assignee”), and neither the Demised Premises, nor any part thereof, shall be subleased, licensed, franchised, used or occupied by any person or entity other than Tenant or encumbered in any manner by reason of any act or omission on the part of Tenant, nor shall Tenant directly or indirectly part with possession of all or any portion of the Premises (any of the foregoing being referred to herein as a “Sublease”; and the sublessee, licensee, franchisee, occupant or other party obtaining the right to possession pursuant to a Sublease being a “Sublessee”), and no rents or other sums receivable by Tenant under any sublease Sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority control of the interest in, or control of, Tenant (however accomplished accomplished, including, by way of example, the addition admission of new partners partners, shareholders or members or withdrawal of existing partners partners, shareholders or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease Lease shall be deemed an assignment of this leaseLease. No assignment or other transfer Assignment of this lease Lease and the term and estate hereby granted, and no subletting Sublease of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer Assignment or sublettingSublease. Any attempt to In no event shall any permitted Sublessee assign this lease or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the Demised sublet space or any part thereof to be used or occupied by others (subject to Section 5.04(e) hereof), except in accordance with this Lease. Any attempt to effect an Assignment this Lease or a Sublease of all or any portion of the Premises in violation of this Article 5 shall be null and voidvoid and shall constitute a default hereunder. The limitations set forth in this Section 5.01(a) shall be deemed to apply to subtenant(s), assignee(s) and guarantor(s) of this Lease. Notwithstanding anything to the contrary contained herein, the following transfers of Control shall not be deemed an assignment for purposes of this Article 5: (i) transfers by will or intestate succession resulting from the death of a shareholder or partner of Tenant; (ii) transfers among the current existing shareholders or partners of Tenant, their immediate families or trusts for the benefit thereof (unless the primary purpose of such transfer is to avoid an express Lease prohibition on assignment or transfer); (iii) transfers on the recognized United States or foreign securities exchange or in the over-the-counter market; (iv) transfers pursuant to a public offering; or (v) transfers pursuant to the demutualization of Tenant or the conversion of Tenant from a mutual insurance company to a stockholder-owned company, whether directly or indirectly.

Assignment, Etc. (a) Subject to the further provisions of this Article 5, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, licensed, used or occupied by any person or entity other than Tenant Tenant, or encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. The In the event an assignee is not a publicly traded company, the dissolution or direct or indirect transfer of a majority of the interest in, or control of, Tenant such assignee (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenantsuch assignee, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease shall be deemed an assignment of this lease. No assignment or other transfer of this lease Lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign Landlord acknowledges that the original Tenant named in this lease Lease is a publicly traded company and that a direct or sublet all indirect transfer of any interest in the original named Tenant or any portion successor or assign to Tenant that is a publicly traded company, whether or not a majority of the Demised Premises interest in violation or control of such Tenant is transferred, or any other action referenced in this Article 5 shall section will not require the consent of the Landlord or be null and voiddeemed an assignment or sublease.

Assignment, Etc. (a) Subject to the further provisions of this Article 5The Borrower shall not assign, neither this lease nor the term and estate hereby grantedpledge, nor any part hereof or thereofmortgage, shall be assignedlease, mortgagedtransfer, pledged, encumbered encumber or otherwise transferred voluntarily, involuntarily, by operation dispose of law any of its rights in the Collateral or otherwise, and neither the Demised Premises, nor any part thereof, nor permit its use by anyone other than its regular employees without the Lender's prior written consent. Any such purported transfer, assignment or other action without the Lender's prior written consent shall be subleasedvoid. The Lender may, licensedupon notice to (but without the consent of) the Borrower, used transfer or occupied by assign this Agreement and each Loan Schedule or any person interest herein and may mortgage, pledge, encumber or entity other than Tenant transfer any of its rights or encumbered interest in any manner by reason of any act or omission on and to the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all Collateral or any part thereof and, without limitation, each assignee, transferee, pledgee and mortgagee (which may include any affiliate of the Demised Premises Lender) shall have the right to further transfer or assign its interest. Each such assignee, transferee, pledgee and mortgagee shall have all of the rights (but none of the obligations) of the Lender under this Agreement and each Loan Schedule, all of which obligations of the Lender will in all cases and instances be assigned or otherwise encumbered, without retained by the prior consent of Landlord, which consent shall not be unreasonably withheldLender. The dissolution or direct or indirect transfer of a majority Borrower hereby acknowledges notice of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an Lender's intended assignment of this lease regardless Agreement and each Loan Schedule and, upon such assignment, the Borrower agrees not to assert against any such assignees, transferees, pledgees and mortgagees any defense, claim, counterclaim, recoupment or set-off that the Borrower may have against the Lender, whether arising under this Agreement or any Loan Schedule or otherwise. Any assignee, transferee, pledgee or mortgagee of whether the transfer is made in Lender's rights under this Agreement or by one or more transactionsany Loan Schedule shall be considered a third party beneficiary of all of the Borrower's representations, or whether one or more persons or entities hold the controlling interest prior warranties and obligations hereunder to the Lender. The Borrower agrees (a) in connection with any such transfer or afterwards. An agreement under assignment, to provide such instruments, documents, acknowledgments and further assurances as the Lender or any assignee, transferee, mortgagee or pledgee may deem necessary or advisable to effectuate the intents of this Agreement or any Loan Schedule or any such transfer or assignment, with respect to such matters as the Agreement, any Loan Schedule, the Collateral, the Borrower's obligations to such assignee, transferee, mortgagee or pledgee and such other matters as may be reasonably requested, and (b) that after receipt by the Borrower of written notice of assignment from the Lender or from the Lender's assignee, transferee, pledgee or mortgagee, all principal, interest and other amounts which another person or entity becomes responsible for all or a portion of Tenant’s obligations are then and thereafter become due under this lease Agreement or any Loan Schedule shall be deemed an assignment paid to such assignee, transferee, pledgee or mortgagee, at the place of this leasepayment designated in such notice. No assignment or other transfer of this lease This Agreement and each Loan Schedule shall be binding upon the term Borrower and estate hereby granted, its successors and no subletting of all or any portion shall inure to the benefit of the Demised Premises shall relieve Tenant of Lender and its liability under this lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null successors and voidassigns.

Assignment, Etc. (a) Subject to the further provisions of Section 6.02, and except as otherwise provided in this Article 5Article, neither this lease nor Lease not the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, be licensed, be used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority control (as defined in Section 6.01(c) below) of the interest inTenant or any subtenant of Tenant, or control of, including any Affiliate subtenants of Tenant permitted under Section 6.01(c) below (however accomplished including, by way of example, the addition admission of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change changes in classes of stock) ), shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactionstransactions occurring over a twenty-four (24) month period (provided that if any such transactions made subsequent to such twenty-four (24) month period are made pursuant to a plan designed to effect such transfer over an extended period of time, the same shall be deemed to have been made during the twenty-four (24) month period), or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease shall be deemed an assignment of this lease. No Except as provided in Section 6.02(d) herein, no assignment or other transfer of this lease Lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s 's prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease Lease or sublet all or any portion of the Demised Premises in violation of this Article 5 6 shall be null and void. If Tenant shall become a publicly held entity, the sale or transfer of shares of Tenant shall not require the consent of Landlord, shall be permitted under this Lease and shall not be deemed a transfer or an assignment hereunder if such transfer or sale is effected through the "over-the-counter market" or through any recognized stock exchange.

Assignment, Etc. (a) Subject to the further provisions of 10.01. Except as expressly provided otherwise in this Article 510, neither Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this lease nor the term and estate hereby grantedLease, nor underlet all or any portion of the demised premises, or suffer or permit the demised premises or any part hereof or thereofthereof to be used by others, shall without the prior written consent of Landlord in each instance. If this Lease be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law if the demised premises or otherwise, and neither the Demised Premises, nor any part thereof, shall thereof be subleased, licensed, used underlet or occupied by any person or entity other than Tenant, Landlord may, after default by Tenant past any required notice and beyond any applicable cure period, collect rent from the assignee, undertenant or encumbered in any manner occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee undertenant or occupant, as tenant, or a release of Tenant from the further performance by reason Tenant of any act or omission covenants on the part of Tenant, and no rents Tenant herein contained. The consent by Landlord to an assignment or other sums receivable by underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting as to which Landlord's consent is required under this Lease. Possession or occupancy of any sublease of all or any part portion of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease regardless of whether the transfer is made in or demised premises by one or more transactionsof Tenant's Affiliates (as such term is hereinafter defined) or In-House Service Providers (whether or not pursuant to a written agreement) shall not be deemed or construed to be a sublease hereunder and Tenant shall be permitted to allow, or whether one or more persons or entities hold the controlling interest prior subject to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease shall be deemed an assignment of this lease. No assignment or other transfer of this lease terms and the term and estate hereby granted, and no subletting of all or any portion conditions of the Demised Premises shall relieve Tenant of its liability under this lease or of the obligation Lease (but without having to obtain Landlord’s prior 's consent thereto), Tenant's Affiliates to any further assignment, other transfer or subletting. Any attempt to assign this lease or sublet all or any portion of occupy the Demised Premises in violation of this Article 5 shall be null and voiddemised premises.

Assignment, Etc. The Holder may, subject to compliance with the provisions of the Stockholders Agreement (a) Subject to the further provisions of extent a party thereto) and the Funding Agreement and applicable federal and state securities laws, transfer or assign this Article 5Term Note or any portion thereof and may pledge, neither encumber or transfer its rights or interest in and to this lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, licensed, used or occupied by any person or entity other than Tenant or encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all Term Note or any part hereof; PROVIDED that, concurrently with any such transfer or assignment, the Holder shall assign to such transferee or assignee its rights under Section 6 of the Demised Premises Stockholders Agreement to the extent of the portion of this Term Note so transferred or assigned, and such transferee or assignee shall assume, to the extent of such portion of this Term Note so transferred or assigned, the obligations of the Holder under Section 6 of the Stockholders Agreement and agree to be bound by all of the provisions thereof. Each such assignee, transferee and pledgee shall have all of the rights of the Holder under this Term Note. The Issuers agree that, subject to compliance with the provisions of the Stockholders Agreement (to the extent applicable) and the Funding Agreement, after receipt by the Issuers of written notice of assignment from the Holder the Issuers shall cause such assignment to be reflected in the Term Notes Register, and all principal, interest and other amounts which are then, and thereafter become, due under this Term Note shall be assigned paid to such assignee, transferee or otherwise encumbered, without pledgee at the prior consent place of Landlord, which consent shall not be unreasonably withheldpayment designated in such notice. The dissolution Issuers may not assign this Term Note or direct any of their rights or indirect transfer of a majority obligations hereunder except as permitted hereunder. This Term Note shall be binding upon the Issuers and their respective successors and shall inure to the benefit of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease shall be deemed an assignment of this lease. No assignment or other transfer of this lease Holder and the term its successors and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null and voidpermitted assigns.

Assignment, Etc. (a) Subject to the further provisions of this Article 5, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, be licensed, be used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority control of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition admission of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease Lease shall be deemed an assignment of this leaseLease or a sublease, as the case may be. No assignment or other transfer of this lease Lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease Lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null and void.

Assignment, Etc. (a) Subject to the further provisions of this Article 5The Borrower shall not assign, neither this lease nor the term and estate hereby grantedpledge, nor any part hereof or thereofmortgage, shall be assigned--------------- lease, mortgagedtransfer, pledged, encumbered encumber or otherwise transferred voluntarily, involuntarily, by operation dispose of law any of its rights in the Collateral or otherwise, and neither the Demised Premises, nor any part thereof, nor permit its use by anyone other than its regular employees, without the Lender's prior written consent. Any such purported transfer, assignment or other action without the Lender's prior written consent shall be subleasedvoid. The Lender may, licensedwithout notice to or consent by the Borrower, used transfer or occupied by assign this Agreement and each Loan Schedule or any person interest herein and may mortgage, pledge, encumber or entity other than Tenant transfer any of its rights or encumbered interest in any manner by reason of any act or omission on and to the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all Collateral or any part thereof other than a competitor of Borrower and, without limitation, each assignee, transferee, pledgee and mortgagee (which may include any affiliate of the Demised Premises Lender) shall be assigned have the right to further transfer or otherwise encumberedassign its interest. Each such assignee, without transferee, pledgee and mortgagee shall have all of the prior consent rights (but none of Landlord, which consent shall not be unreasonably withheldthe obligations) of the Lender under this Agreement and each Loan Schedule. The dissolution or direct or indirect transfer of a majority Borrower hereby acknowledges notice of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an Lender's intended assignment of this lease regardless Agreement and each Loan Schedule and, upon such assignment, the Borrower agrees not to assert against any such assignees, transferees, pledgees and mortgagees any defense, claim, counterclaim, recoupment or set-off that the Borrower may have against the Lender, whether arising under this Agreement or any Loan Schedule or otherwise. Any assignee, transferee, pledgee or mortgagee of whether the transfer is made in Lender's rights under this Agreement or by one or more transactionsany Loan Schedule shall be considered a third party beneficiary of all of the Borrower's representations, or whether one or more persons or entities hold the controlling interest prior warranties and obligations hereunder to the Lender. The Borrower agrees (a) in connection with any such transfer or afterwards. An agreement under assignment, to provide such instruments, documents, acknowledgments and further assurances as the Lender or any assignee, transferee, mortgagee or pledgee may deem necessary or advisable to effectuate the intents of this Agreement or any Loan Schedule or any such transfer or assignment, with respect to such matters as the Agreement, any Loan Schedule, the Collateral, the Borrower's obligations to such assignee, transferee, mortgagee or pledgee and such other matters as may be reasonably requested, and (b) that after receipt by the Borrower of written notice of assignment from the Lender or from the Lender's assignee, transferee, pledgee or mortgagee, all principal, interest and other amounts which another person or entity becomes responsible for all or a portion of Tenant’s obligations are then and thereafter become due under this lease Agreement or any Loan Schedule shall be deemed an assignment paid to such assignee, transferee, pledgee or mortgagee, at the place of this leasepayment designated in such notice. No assignment or other transfer of this lease This Agreement and each Loan Schedule shall be binding upon the term Borrower and estate hereby granted, its successors and no subletting of all or any portion shall inure to the benefit of the Demised Premises shall relieve Tenant of Lender and its liability under this lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null successors and voidassigns.

Assignment, Etc. (a) Subject to the further provisions of Section 5.02, and except as expressly set forth otherwise in this Article 5, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, thereof shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, thereof shall be subleased, be licensed, be used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority control of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition admission of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s 's obligations under this lease Lease shall be deemed an assignment of this leaseLease. No assignment or other transfer of this lease Lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s 's prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease Lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null and void.

Assignment, Etc. (a) Subject to the further provisions of this Article 5Section 5.02, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, be licensed, be used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord. The sale of all or any part of Tenant’s assets other than in the ordinary course of business which results in a reduction of Tenant’s Tangible Net Worth below that of a Qualified Tenant shall, which consent shall not notwithstanding that the Tenant under this Lease after such sale is the same Tenant under this Lease as prior to such sale, be unreasonably withhelddeemed an assignment of this Lease whether such sale is made by one or more transactions. The dissolution or direct or indirect transfer of a majority control of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition admission of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An ; provided, that the transfer of any such stock, partnership or other ownership interests of Tenant (other than the transfer of control of Tenant by one entity which controls Tenant or by several entities which are Affiliates or are acting under an agreement and collectively control Tenant) shall not constitute an assignment of this Lease if such stock, partnership or other ownership interests are listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or is traded in the “over the counter” market with quotations reported by the National Association of Securities Dealers; and further provided, that any conversion of the form of entity of Tenant (however accomplished including, by way of example (i) the conversion of Tenant from a corporation to a limited liability company, partnership or trust or (ii) the change of jurisdiction of incorporation or registration) which does not directly or indirectly transfer control of Tenant, reduce the Tangible Net Worth of Tenant or reduce its liability for its obligations under which another person or this Lease shall not constitute an assignment of this Lease, provided, that the converted entity becomes responsible for assumes by written instrument in the form of Exhibit Q attached to this Lease all or a portion of Tenant’s obligations under this lease shall be deemed an assignment of Lease and such conversion is for a valid business purpose and not to avoid any obligations under this leaseLease. No assignment or other transfer of this lease Lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises (in each case whether or not Landlord’s consent is required thereto) shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease Lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null and void.

Assignment, Etc. (a) Subject to the further provisions of this Article 5SECTION 12.02, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwisetransferred, and neither the Demised Premises, Premises nor any part thereof, thereof shall be subleased, licensed, used subleased or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer Transfer of a majority controlling interest in the stock or other ownership interests of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment to be a transfer of this lease regardless Lease excepting only where such transfers of whether stock are effected through the transfer is made "over-the-counter" market or through any recognized stock exchange or in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or connection with a portion public offering of shares of Tenant’s obligations under this lease shall be deemed an assignment of this lease. No consent of Landlord to any assignment or other transfer of this lease Lease and the term and estate hereby granted, and no consent by Landlord to any subletting of all or any portion of the Demised Premises Premises, shall be construed to relieve Tenant of its liability under this lease or of the obligation to obtain Landlord’s prior such consent to any further assignment, other transfer or subletting. Any attempt to assign In addition, neither any assignment of this lease Lease nor any subletting, occupancy or sublet all use of the Premises or any portion part thereof by any person other than Tenant (whether or not consented to by Landlord), nor any collection of rent by Landlord from any person other than Tenant, nor any application of any such rent as provided in this Article, shall be deemed a waiver of any of the Demised Premises in violation provisions of this Article 5 or relieve, impair, release or discharge Tenant of its obligation fully to perform the terms of this Lease on Tenant's part to be performed, and Tenant shall be null remain fully and voidprimarily liable hereunder.

Assignment, Etc. (a) Subject to the further provisions of this Article 5, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, licensed, used or occupied by any person or entity other than Tenant or encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease Lease shall be deemed an assignment of this leaseLease. No assignment or other transfer of this lease Lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease Lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null and void.

Assignment, Etc. (a) Subject to the further provisions of Except as otherwise provided in this Article 5, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwiseotherwise (any of the foregoing being referred to herein as an “Assignment”; and the assignee or other transferee pursuant to an Assignment being an “Assignee”), and neither the Demised Premises, nor any part thereof, shall be subleased, licensed, franchised, used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, nor shall Tenant directly or indirectly part with possession of all or any portion of the Premises (any of the foregoing being referred to herein as a “Sublease”; and the sublessee, licensee, franchisee, occupant or other party obtaining the right to possession pursuant to a Sublease being a “Sublessee”), and no rents or other sums receivable by Tenant under any sublease Sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord. Except as otherwise provided in this Article 5, which consent shall not be unreasonably withheld. The the dissolution or direct or indirect transfer of a majority control of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition admission of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease Lease shall be deemed an assignment of this leaseLease. No assignment or other transfer Assignment of this lease Lease and the term and estate hereby granted, and no subletting Sublease of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer Assignment or sublettingSublease. Any attempt to assign effect and Assignment this lease Lease or sublet a Sublease of all or any portion of the Demised Premises in violation of this Article 5 shall be null and void.

Assignment, Etc. (a) Subject to the further provisions of this Article 5terms and procedures set forth in Section 55.02, neither this lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered assigned or otherwise transferred voluntarily, involuntarily, by operation of law or otherwisetransferred, and neither the Demised Premises, demised premises nor any part thereof, thereof shall be subleased, licensed, used subleased or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. The dissolution or direct or indirect transfer Transfer of a majority controlling interest in the stock or other ownership interests of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment to be a transfer of this lease regardless excepting only where such transfers of whether stock are effected through the transfer is made “over-the-counter” market or through any recognized stock exchange or in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or connection with a portion public offering of shares of Tenant’s obligations under this lease shall be deemed an assignment of this lease. No consent of Landlord to any assignment or other transfer of this lease and the term and estate hereby granted, and no consent by Landlord to any subletting of all or any portion of the Demised Premises demised premises, shall be construed to relieve Tenant of its liability under this lease hereunder or of the obligation to obtain Landlord’s prior such consent to any further assignment, other transfer or subletting. Any attempt Tenant may (without Landlord’s consent and without the obligation to assign this lease make payment of any excess rents to Landlord pursuant to the provisions of Section 55.02(c) or (d) hereof and without being subject to the provisions of Subsection 55.02(b)(i) hereof) permit (y) any corporation or other business entity which controls, is controlled by or is under common control (and which at all times so remains) with Tenant (a “Related Corporation”) or (z) any entity which is a successor to Tenant either by a bonafide merger or other consolidation of Tenant’s business or any entity to which all or substantially all of Tenant’s assets or voting stock or other controlling interests are transferred or sold (whether an asset sale or stock sale for the entire business of Tenant) where, in each instance the resulting entity or successor entity (a “Resulting Entity”) is at least as strong financially as Tenant, to sublet all or any portion part of the Demised Premises in violation demised premises or take an assignment of this Article 5 Lease upon prior written notice to Landlord setting forth the name of such Related Corporation or Resulting Entity, as the case may be, and the providing of reasonably satisfactory evidence to Landlord that such assignee or subtenant is a Related Corporation or Resulting Entity, as the case may be, and that such transaction is for a valid business purpose and not principally for the purpose of transferring this Lease. Any such subletting shall be null and voidnot vest in any such Related Corporation any right or interest in this lease nor shall it or any assignment of the Lease discharge any of Tenant’s obligations hereunder. For purposes hereof, “control” means ownership and/or control of 50% or more of the equitable or beneficial interest in such entity and/or control or participation in or management of such entity.

Assignment, Etc. (a) Subject to the further provisions of this Article 5, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, be licensed, be used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord. Except as hereinafter expressly provided, which consent shall not be unreasonably withheld. The the dissolution or direct or indirect transfer of a majority control of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease Lease shall be deemed an assignment of this leaseLease. No assignment or other transfer of this lease Lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease Lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null and void. Notwithstanding anything to the contrary contained in this Section 5.01(a), the direct or indirect transfer of shares or other equity interests in Tenant shall not constitute an assignment of this Lease and shall not require Landlord’s consent if accomplished through a recognized stock exchange or through the public “over-the-counter” securities market.

Assignment, Etc. (a) Subject to the further provisions of this Article 5, neither this lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premisesdemised premises, nor any part thereof, shall be subleased, licensed, used or occupied by any person or entity other than Tenant Tenant, or encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises demised premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, Landlord which consent shall not may be unreasonably withheldgranted or withheld by Landlord in Landlord’s sole and absolute discretion. The dissolution or direct or indirect transfer of a majority of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease shall be deemed an assignment of this lease. No assignment or other transfer of this lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises demised premises shall relieve Tenant of its liability under this lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease or sublet all or any portion of the Demised Premises demised premises in violation of this Article 5 shall be null and voidvoid and a default under this lease.

Assignment, Etc. (a) Subject to the further provisions of 10.01. Except as expressly provided otherwise in this Article 510, neither Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this lease nor the term and estate hereby grantedLease, nor underlet all or any portion of the demised premises, or suffer or permit the demised premises or any part hereof or thereofthereof to be used by others, shall without the prior written consent of Landlord in each instance. If this Lease be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law if the demised premises or otherwise, and neither the Demised Premises, nor any part thereof, shall thereof be subleased, licensed, used underlet or occupied by any person or entity other than Tenant, Landlord may, after default by Tenant past any required notice and beyond any applicable cure period, collect rent from the assignee, undertenant or encumbered in any manner occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, undertenant or occupant, as tenant, or a release of Tenant from the further performance by reason Tenant of any act or omission covenants on the part of Tenant, and no rents Tenant herein contained. The consent by Landlord to an assignment or other sums receivable by underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting as to which Landlord's consent is required under this Lease. Possession or occupancy of any sublease of all or any part portion of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease regardless of whether the transfer is made in or demised premises by one or more transactionsof Tenant's Affiliates, as such term is hereinafter defined (whether or whether one not pursuant to a written agreement) shall not be deemed or more persons or entities hold the controlling interest prior construed to be a sublease hereunder and Tenant shall be permitted to allow, subject to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease shall be deemed an assignment of this lease. No assignment or other transfer of this lease terms and the term and estate hereby granted, and no subletting of all or any portion conditions of the Demised Premises shall relieve Tenant of its liability under this lease or of the obligation Lease (but without having to obtain Landlord’s prior 's consent thereto), Tenant's Affiliates to any further assignment, other transfer or subletting. Any attempt to assign this lease or sublet all or any portion of occupy the Demised Premises in violation of this Article 5 shall be null and voiddemised premises.

Assignment, Etc. (a) Subject to the further provisions of Section 6.02, and except as otherwise provided in this Article 5Article, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, be licensed, be used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority control of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition admission of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactionstransactions occurring over a twenty-four (24) month period (provided that if any such transactions made subsequent to such twenty-four (24) month period are made pursuant to a plan designed to effect such transfer over an extended period of time, the same shall be deemed to have been made during the twenty-four (24) month period), or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s 's obligations under this lease Lease shall be deemed an assignment of this leaseLease or a sublease, as the case may be. No Except as provided in Section, 6.02(d) herein, no assignment or other transfer of this lease Lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s 's prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease Lease or sublet all or any portion of the Demised Premises in violation of this Article 5 6 shall be null and void. If Tenant shall become a publicly held entity, the sale or transfer of shares or issuance of new shares of Tenant shall not require the consent of Landlord, shall be permitted under this Lease and shall not be deemed a transfer or an assignment hereunder if such transfer or sale is effected through the "over-the-counter market" or through any recognized stock exchange.

Assignment, Etc. (a) Subject to the further provisions of this Article 5, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, be licensed, be used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord. Notwithstanding any provision of this Article 5 to the contrary, but subject nevertheless to the provisions of Sections 5.01(b) and (c) below, in no event shall Tenant be entitled to sublease any portion of the Premises or assign this Lease or license any of Tenant’s rights hereunder (other than to Affiliates of Tenant) prior to the earlier of (i) the date upon which consent initial leases have been entered into for 92.5% of the space in the Building and (ii) the date that is 18 months after the Rent Commencement Date (the “Initial Lease-Up Restriction”); provided, that (1) the Initial Lease-Up Restriction shall only apply to the extent Landlord then has available or reasonably expects within the next 4 months to have available, comparable space in the Building for a comparable term and (2) the Initial Lease-Up Restriction shall not be unreasonably withheldapply to an Excluded Sublease (as hereinafter defined). The Landlord agrees to endeavor to notify Tenant reasonably promptly after initial leases have been entered into for 92.5% of the space in the Building. Except as hereinafter expressly provided, the dissolution or direct or indirect transfer of a majority control of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this lease Lease shall be deemed an assignment of this leaseLease. No assignment or other transfer of this lease Lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease Lease or sublet all or any portion of the Demised Premises in violation of this Article 5 shall be null and void. Notwithstanding anything to the contrary contained in this Section 5.01(a), the direct or indirect transfer of shares or other equity interests in Tenant shall not constitute an assignment of this Lease and shall not require Landlord’s consent if accomplished through a recognized stock exchange or through the public “over-the-counter” securities market.

Assignment, Etc. (a) Subject to the further provisions of SECTION 6.02, and except as otherwise provided in this Article 5Article, neither this lease Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Demised Premises, nor any part thereof, shall be subleased, be licensed, be used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Demised Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord, which consent shall not be unreasonably withheld. The dissolution or direct or indirect transfer of a majority control of the interest in, or control of, Tenant (however accomplished including, by way of example, the addition admission of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this lease Lease regardless of whether the transfer is made in or by one or more transactionstransactions occurring over a twenty-four (24) month period (provided that if any such transactions made subsequent to such twenty-four (24) month period are made pursuant to a plan designed to effect such transfer over an extended period of time, the same shall be deemed to have been made during the twenty-four (24) month period), or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s 's obligations under this lease Lease shall be deemed an assignment of this leaseLease or a sublease, as the case may be. No Except as provided in SECTION 6.02(d) herein, no assignment or other transfer of this lease Lease and the term and estate hereby granted, and no subletting of all or any portion of the Demised Premises shall relieve Tenant of its liability under this lease Lease or of the obligation to obtain Landlord’s 's prior consent to any further assignment, other transfer or subletting. Any attempt to assign this lease Lease or sublet all or any portion of the Demised Premises in violation of this Article 5 ARTICLE 6 shall be null and void. If Tenant shall become a publicly held entity, the sale or transfer of shares of Tenant shall not require the consent of Landlord, shall be permitted under this Lease and shall not be deemed a transfer or an assignment hereunder if such transfer or sale is effected through the "over-the-counter market" or through any recognized stock exchange.