Common use of ASSIGNMENT, SUBLETTING AND MORTGAGING Clause in Contracts

ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.01. Tenant shall not, whether voluntarily, involuntarily, or by operation of law or otherwise, (a) assign or otherwise transfer this Lease or offer or advertise to do so, (b) sublet the Demised Premises or any part thereof, or offer or advertise to do so, or allow the same to be used, occupied or utilized by anyone other than Tenant, or (c) mortgage, pledge, encumber or otherwise hypothecate this Lease in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord. 11.02. Any proposed assignee, sublessee or transferee, whether or not Landlord's consent is required hereunder, shall in any event: (a) except in the event of a sublease, have a net worth at least equal to Tenant as of the date of this Lease; and (b) demonstrate financial responsibility reasonably necessary to fulfill its obligations hereunder; and (c) occupy the Demised Premises for the Permitted Use and only the Permitted Use, as described in this Lease; and (d) in the reasonable opinion of Landlord, be a tenant whose occupancy will be in keeping with the dignity and character of a first class office building and the use and occupancy of the Building and whose occupancy will not be more objectionable or more hazardous than that of Tenant herein or impose any additional burden upon Landlord in the maintenance and operation of the Building and shall, in the reasonable opinion of the Landlord, be eligible, suitable and qualified as a tenant at Newport Financial Center in accordance with the provisions of this Lease. In connection with any proposed assignment, sublease or transfer to which Landlord's consent is required, Tenant shall pay to the Landlord on demand (i) the reasonable costs (not including attorney's fees) that may be incurred by the Landlord, including, without limitation, the reasonable costs of making investigations as to the acceptability of the proposed assignee or sublessee and (ii) the reasonable attorney's fees of Landlord and Prime Landlord, if such consent of Prime Landlord is required by the Master Lease. Landlord agrees that any co-location customers of Tenant with whom Tenant enters into an agreement to provide telecommunications services at the Demised Premises shall not be deemed a sublessee or assignee who is subject to the provisions of this Lease. 11.03. An assignment of this Lease as to which Landlord's consent shall be required shall be deemed to include: (i) if Tenant is a corporation not listed on a recognized securities exchange, one or more sales or transfers of stock, by operation of law or otherwise, or creation of new stock, by which an aggregate of more than 50% of Tenant's stock shall be vested in a party or parties who are non-stockholders as of the date hereof, and (ii) if Tenant is a sole owner, partnership or joint venture, the transfer of any interest in the Tenant, whether by sale, exchange, merger, consolidation or otherwise. Notwithstanding clause (i) of the immediately preceding sentence, any transaction of the type described therein shall not require the consent of Landlord if the assignee or transferee is listed on a recognized securities exchange or is "controlled", as such term is defined in clause (a) below, by an entity which is listed on a recognized securities exchange. The consent of Landlord shall not be required with respect to transactions with a corporation into which the Tenant may be merged or consolidated or to any corporation which shall be an affiliate, subsidiary, parent or successor of Tenant, or of a corporation into which or with which Tenant may be merged or consolidated, or to a partnership, the majority interest in which shall be owned by stockholders of Tenant. Nevertheless, Tenant shall provide Landlord with concurrent written notice of any such assignment or sublease.

ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.01. Tenant shall not, whether voluntarily, involuntarily, or by operation of law or otherwise, (a) assign or otherwise transfer this Lease or offer or advertise to do so, (b) sublet the Demised Premises or any part thereof, or offer or advertise to do so, or allow the same to be used, occupied or utilized by anyone other than Tenant, or (c) mortgage, pledge, encumber or otherwise hypothecate this Lease in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. 11.02. Any proposed assignee, sublessee or transferee, whether or not Landlord's ’s consent is required hereunder, shall in any event: (a) except in the event of a sublease, have a net worth at least equal to Tenant as of the date of this Lease; and (b) demonstrate financial responsibility reasonably necessary to fulfill its obligations hereunder; and (cb) occupy the Demised Premises for the Permitted Use and only the Permitted Use, as described in this Lease; and (dc) in the reasonable opinion of Landlord, be a tenant whose occupancy will be in keeping with the dignity and character of a first class office building commercial building, including, without limitation, telecommunications facilities, office, retail and other lawful uses and the use and occupancy of the Building and whose occupancy will not be more objectionable or more hazardous than that of Tenant herein or impose any additional burden upon Landlord in the maintenance and operation of the Building and shall, in the reasonable opinion of the Landlord, be eligible, suitable and qualified as a tenant at Newport Financial Center in the Building in accordance with the provisions of this Lease. In connection with any proposed assignment, sublease or transfer to which Landlord's consent is requiredtransfer, Tenant shall pay to the Landlord on demand (i) the reasonable costs (not including attorney's fees’s fees and costs) that may be incurred by the Landlord, including, without limitation, the reasonable costs of making investigations as to the acceptability of the proposed assignee or sublessee and (ii) the reasonable attorney's fees of Landlord and Prime Landlord, if such consent of Prime Landlord is required by the Master Lease. Landlord agrees that any co-location customers of Tenant with whom Tenant enters into an agreement to provide telecommunications services at the Demised Premises shall not be deemed a sublessee or assignee who is subject to the provisions of this Leasesublessee. 11.03. An assignment of this Lease as to which Landlord's ’s consent shall be required shall be deemed to include: (i) if Tenant is a corporation not listed on a recognized securities security exchange, one or more sales or transfers of stock, by operation of law or otherwise, or creation of new stock, by which an aggregate of more than 50% of Tenant's ’s stock shall be vested in a party or parties who are non-stockholders as of the date hereof, hereof (except in the case of an Initial Public Offering issued through a nationally recognized securities exchange); and (ii) if Tenant is a sole owner, partnership partnership, limited liability company or joint venture, the transfer of any interest in the Tenant, whether by sale, exchange, merger, consolidation or otherwise. Notwithstanding clause (i) of the immediately preceding sentenceSubject to Section 11.02, any transaction of the type described therein shall not require the consent of Landlord if the assignee or transferee is listed on a recognized securities exchange or is "controlled", as such term is defined in clause (a) below, by an entity which is listed on a recognized securities exchange. The consent of Landlord shall not be required with respect grant its consent to assignments of this Lease pursuant to transactions with a corporation into which the Tenant may be merged or consolidated or to any corporation which shall be an affiliate, subsidiary, parent or successor of Tenant, or of a corporation into which or with which Tenant may be merged or consolidated, or to a partnership, the majority interest in which shall be owned by stockholders of Tenant. NeverthelessFor the purposes of this Article, a “subsidiary” or “affiliate” or “successor” of Tenant shall provide Landlord mean the following: (a) an “affiliate” shall mean any corporation which, directly or indirectly, controls or is controlled by or is under common control with concurrent written notice Tenant. For this purpose “control” shall mean the possession, directly or indirectly, of any the power to direct or cause the direction of the management and policies of such assignment corporation, whether through the ownership of voting securities or sublease.by contract or otherwise;

ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.01. Tenant shall not, whether voluntarily, involuntarily, or by operation of law or otherwise, (a) assign or otherwise transfer this Lease or offer or advertise to do so, (b) sublet the Demised Premises or any part thereof, or offer or advertise to do so, or allow the same to be used, occupied or utilized by anyone other than Tenant, or (c) mortgage, pledge, encumber or otherwise hypothecate this Lease in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. 11.02. Any proposed assignee, sublessee or transferee, whether or not Landlord's consent is required hereunder, shall in any event: (a) except in the event of a sublease, have a net worth at least equal to Tenant as of the date of this Lease; and (b) demonstrate financial responsibility reasonably necessary to fulfill its obligations hereunder; and (cb) occupy the Demised Premises for the Permitted Use and only the Permitted Use, as described in this Lease; and (dc) in the reasonable opinion of Landlord, be a tenant whose occupancy will be in keeping with the dignity and character of a first class office building commercial building, including, without limitation, telecommunications facilities, office, retail and other lawful uses and the use and occupancy of the Building and whose occupancy will not be more objectionable or more hazardous than that of Tenant herein or impose any additional burden upon Landlord in the maintenance and operation of the Building and shall, in the reasonable opinion of the Landlord, be eligible, suitable and qualified as a tenant at Newport Financial Center in the Building in accordance with the provisions of this Lease. In connection with any proposed assignment, sublease or transfer to which Landlord's consent is requiredtransfer, Tenant shall pay to the Landlord on demand (i) the reasonable costs (not including attorney's feesfees and costs) that may be incurred by the Landlord, including, without limitation, the reasonable costs of making investigations as to the acceptability of the proposed assignee or sublessee and (ii) the reasonable attorney's fees of Landlord and Prime Landlord, if such consent of Prime Landlord is required by the Master Lease. Landlord agrees that any co-location customers of Tenant with whom Tenant enters into an agreement to provide telecommunications services at the Demised Premises shall not be deemed a sublessee or assignee who is subject to the provisions of this Leasesublessee. 11.03. An assignment of this Lease as to which Landlord's consent shall be required shall be deemed to include: (i) if Tenant is a corporation not listed on a recognized securities security exchange, one or more sales or transfers of stock, by operation of law or otherwise, or creation of new stock, by which an aggregate of more than 50% of Tenant's stock shall be vested in a party or parties who are non-stockholders as of the date hereof, hereof (except in the case of an Initial Public Offering issued through a nationally recognized securities exchange); and (ii) if Tenant is a sole owner, partnership partnership, limited liability company or joint venture, venture the transfer of any interest in the Tenant, whether by sale, exchange, merger, consolidation or otherwise. Notwithstanding clause (i) of the immediately preceding sentenceSubject to Section 11.02, any transaction of the type described therein shall not require the consent of Landlord if the assignee or transferee is listed on a recognized securities exchange or is "controlled", as such term is defined in clause (a) below, by an entity which is listed on a recognized securities exchange. The consent of Landlord shall not be required with respect grant its consent to assignments of this Lease pursuant to transactions with a corporation into which the Tenant may be merged or consolidated or to any corporation which shall be an affiliate, subsidiary, parent or successor of Tenant, or of a corporation into which or with which Tenant may be merged or consolidated, or to a partnership, partnership1 the majority interest in which shall be owned by stockholders of Tenant. NeverthelessFor the purposes of this Article, a "subsidiary" or "affiliate" or "successor" of Tenant shall provide Landlord with concurrent written notice of any such assignment or sublease.mean the following: