Common use of Assignment/Subletting Clause in Contracts

Assignment/Subletting. (a) Except as provided in Section 20(e) hereof, the Tenant shall not assign or sublet this Lease, without the written consent of the Landlord; provided, however, that such consent shall not be unreasonably withheld or delayed upon the Landlord, in the case of assignment, having been provided adequate information to make an informed judgment that any assignee has the financial ability to carry out the terms and obligations of this Lease; and, in the case of sublet, upon being provided the terms of a proposed sublease and securing written confirmation from Tenant that it shall remain fully liable for the performance by any sublessee of this Lease. The term "assign", as used herein, shall include: (i) an assignment of all of Tenant's interest hereunder in a part of the Demised Premises, an assignment of an undivided percentage interest hereunder in all of the Demised Premises, as well as any assignment from one co-Tenant to another; (ii) an assignment to any prior owner of the Tenant's interest herein or part hereof; and (iii) any merger, consolidation, transfer (singly or in combination) of shares constituting more than one-third of the total shares outstanding or any other transaction the effect of which is directly or indirectly to transfer to any third party the benefits of this Lease. (b) Notwithstanding the foregoing, Landlord hereby consents to the proposed sublease of approximately 2,500 square feet of the Demised Premises to NYBOR Corporation, and Tenant shall remain fully liable for the performance of such sublessee.

Assignment/Subletting. The original Lessee herein, KCFX-FM, Inc. (a"KCFX"), shall have the right to sublet the Premises or any part thereof and/or to assign this Lease to Sinclair Communications, Inc. ("SCI") Except as provided in Section 20(e) hereof, ▇▇▇▇▇▇▇ the Tenant shall not assign or sublet this Lease, without the prior written consent of the Landlord; providedLessor. In the event that KCFX intends to exercise its right to assign and/or sublease to SCI, howeverKCFX shall give the Lessor written notice of same at least ten days in advance of any such proposed assignment or subletting. In the event of any assignment pursuant to this paragraph, KCFX shall not remain an obligor to the Lessor under this Lease as to any duties or obligations arising subsequent to the said assignment. By accepting any assignment or subletting, SCI shall become bound by and shall perform and shall become entitled to the benefit of all of the terms, conditions, and covenants by which the Lessee hereunder is bound. In the event that no sale is consummated between KCFX and SCI, KCFX shall have the right to sublet the Premises or any part thereof and/or to assign this Lease to an entity other than SCI which purchases all or substantially all of the assets of Lessee as to radio broadcast stations KXTR-FM, KCFX-FM, KCIY-FM and KQRC-FM ("Third-Party Purchaser") without the prior written consent of the Lessor. In the event that KCFX intends to exercise its right to assign and/or sublease to a Third-Party Purchaser, KCFX shall give the Lessor and SCI written notice of same at least thirty days in advance of any such proposed assignment or subletting. If Lessor notifies SCI that the assignee is not reasonably acceptable to Lessor, then SCI shall execute a guaranty substantially conforming to that guarantee set forth in Exhibit G, attached hereto (the "Guaranty"). In the event of any assignment pursuant to this paragraph, KCFX shall not remain an obligor to the Lessor under this Lease as to any duties or obligations arising subsequent to the said assignment. By accepting any assignment or subletting, the Third-Party Purchaser shall become bound by and shall perform and shall become entitled to the benefit of all of the terms, conditions, and covenants by which the Lessee hereunder is bound, and further Third-Party Purchaser shall become bound to reimburse SCI for any payments, debts, or obligations for which SCI becomes liable to Lessor pursuant to the terms of the Guaranty (together with interest at an annual rate of 8.5% on any such amounts paid by SCI from the date paid to the date reimbursed). Any assignment or sublease between KCFX and Third-Party Purchaser shall contain an acknowledgement by Third-Party Purchaser that Third-Party Purchaser has become bound by and shall perform and shall become entitled to the benefit of all of the terms, conditions, and covenants by which the Lessee hereunder is bound, and further that Third-Party Purchaser has become bound to reimburse SCI for any payments, debts, or obligations for which SCI becomes liable to Lessor pursuant to the terms of the Guaranty (together with interest at an annual rate of 8.5% on any such amounts paid by SCI from the date paid to the date reimbursed). Lessor agrees that SCI shall be subrogated to the rights of the Lessor against the Third-Party Purchaser if, and to the extent, SCI has become liable for any payments, debts or obligations pursuant to the terms of the Guaranty. Lessee may assign this Lease and/or sublet the Premises to any subsidiary corporation of Lessee, parent corporation of Lessee, or a related entity, upon giving Lessor written notice of intent to so do. In the event of any such assignment or subletting, Lessee shall remain the principal obligor to the Lessor under all covenants of this Lease, and by accepting any assignment or subletting, any assignee or sublessee shall become bound by and shall perform and shall become entitled to the benefit of all of the terms, conditions, and covenants by which the Lessee hereunder is bound. Except as set forth above, Lessee shall not sublet the Premises or any part thereof and Lessee shall not assign, transfer, pledge, mortgage, or otherwise encumber this Lease, or any portion of the term hereof, without the previous written consent in each instance of Lessor, which consent shall not be unreasonably withheld withheld, conditioned, or delayed upon the Landlorddelayed. Lessee shall furnish to Lessor a copy of such proposed instrument. Except as set forth above, in the case event of assignmentany assignment or subletting, having been provided adequate information Lessee shall remain the principal obligor to make an informed judgment that any assignee has the financial ability to carry out the terms and obligations Lessor under all covenants of this Lease; and, in and by accepting any assignment or subletting, any assignee or sublessee shall become bound by and shall perform and shall become entitles to the case of sublet, upon being provided the terms of a proposed sublease and securing written confirmation from Tenant that it shall remain fully liable for the performance by any sublessee of this Lease. The term "assign", as used herein, shall include: (i) an assignment benefit of all of Tenant's interest hereunder in a part of the Demised Premisesterms, an assignment of an undivided percentage interest hereunder in all of the Demised Premises, as well as any assignment from one co-Tenant to another; (ii) an assignment to any prior owner of the Tenant's interest herein or part hereof; and (iii) any merger, consolidation, transfer (singly or in combination) of shares constituting more than one-third of the total shares outstanding or any other transaction the effect of which is directly or indirectly to transfer to any third party the benefits of this Lease. (b) Notwithstanding the foregoing, Landlord hereby consents to the proposed sublease of approximately 2,500 square feet of the Demised Premises to NYBOR Corporationconditions, and Tenant shall remain fully liable for covenants by which the performance of such sublesseeLessee hereunder is bound.

Assignment/Subletting. (a) Except as provided in Section 20(e) hereof, Tenant shall have the unrestricted right to assign this Lease or to sublet all or any portion of the Premises except that Tenant shall not assign or sublet this Lease, or sublet or license the Premises or any portion thereof or permit the occupancy of all or any portion of the Premises by anybody other than Tenant or a Tenant Affiliate (as defined below)(all or any of the foregoing actions are, for the purposes of this and the following paragraph, referred to as "assignments," and all or any of such assignees, subtenants, licensees, and other parties are referred to as "assignees") without obtaining, on each occasion, the written prior consent of the Landlord; provided, however, provided that such consent Landlord shall not unreasonably withhold, delay or condition such consent, and Landlord shall be unreasonably withheld or delayed upon required to consent to such assignment if the Landlord, in assignee uses the case of assignment, having been provided adequate information to make an informed judgment that any assignee has the financial ability to carry out the terms and obligations of this Lease; and, in the case of sublet, upon being provided the terms of a proposed sublease and securing written confirmation from Tenant that it shall remain fully liable Premises for the performance by any sublessee of this Lease. The term "assign", as used herein, shall include: Permitted Uses unless Landlord reasonably determines that (i) an assignment of all of Tenantthe proposed assignee's interest hereunder in a part use or occupancy of the Demised PremisesPremises will materially increase the number of employees in the Premises or will exceed the capacity of or unduly burden the Building's structure or heating, an assignment of an undivided percentage interest hereunder in all of ventilating, air-conditioning, sewage, electrical, or other mechanical systems (and Tenant has not agreed to make such alterations or improvements to the Demised PremisesBuilding, as well its sole cost and in accordance with Section 5.10, as any assignment from one co-Tenant to another; will increase such capacity or relieve such burden in Landlord's good faith judgment) or (ii) an assignment to any prior owner of the Tenant's interest herein or part hereof; and (iii) any merger, consolidation, transfer (singly or in combination) of shares constituting more than one-third of the total shares outstanding or any other transaction the effect of which is directly or indirectly to transfer to any third party the benefits of this Lease. (b) Notwithstanding the foregoing, Landlord hereby consents to the proposed sublease of approximately 2,500 square feet of the Demised Premises to NYBOR Corporationassignee's use or occupancy will, and Tenant shall remain fully liable for the performance of such sublessee.in Landlord's reasonable judgment, involve moral turpitude. A "

Assignment/Subletting. (a) Except as provided Neither Tenant, nor any of its permitted successors or assigns, shall transfer, assign, mortgage, encumber, or, by operation of law or otherwise, pledge, hypothecate, or assign all or any of its interest in Section 20(e) hereof, the Tenant shall not assign or sublet this Lease, or sublet or permit the Premises, or any part thereof, to be used by others, including, but not by way of limitation, licensees of Tenant, without the prior written consent of Landlord, in each instance, which consent Landlord shall not unreasonably withhold if the requirements of this Article 19 and the requirements and conditions set forth in other provisions of this Lease are fully complied with. Any such subletting or assignment shall be referred to as a “Transfer,” and the person to whom Tenant’s interest is transferred shall be referred to as a “Transferee.” (b) The prohibition against any Transfer without the prior written consent of Landlord shall apply, without limitation, to the following circumstances, each of which shall be deemed a Transfer: (i) if Tenant or any guarantor of this Lease is a corporation (other than a corporation, the outstanding voting stock of which is listed on a “national securities exchange,” as defined in the Securities Exchange Act of 1934, or on the Nasdaq National Stock Market), and if shares of such corporation representing more than fifty percent (50%) of the voting stock of such corporation are transferred by sale, assignment, bequest, inheritance, operation of law or otherwise (including, without limitation, a transfer to or by a receiver or trustee in federal or state bankruptcy, insolvency or other proceeding); (ii) if Tenant or any guarantor of this Lease is a partnership, and if partnership interests of such partnership representing more than fifty percent (50%) of the voting power or profits and losses of such partnership are transferred by sale, assignment, bequest, inheritance, operation of law or otherwise (including, without limitation, a transfer to or by a receiver or Trustee in federal or state bankruptcy, insolvency or other proceeding); (iii) any transfer by sale, assignment, bequest, inheritance, operation of law or other disposition of all or substantially all of the assets of Tenant or any guarantor which results in or makes possible a change in the present control of the business of Tenant or any such guarantor; (iv) any other change in the majority ownership interest of Tenant, or any guarantor of this Lease; or (v) any subletting or assignment which occurs by operation of law (including by way of merger, consolidation, or reorganization or any change of Tenant’s corporate or proprietary structure). In no event may Tenant assign this Lease, or sublease the Leased Premises, if Tenant is in default under this Lease. (c) In the event that Tenant desires to effect a Transfer hereunder, Tenant shall give Landlord written notice (the “Transfer Notice”) thereof. To be effective, the Transfer Notice shall be accompanied by Tenant’s check, payable to the order of Landlord, or Landlord’s Agent, in the amount of $500.00 to compensate Landlord for the cost of reviewing the proposed Transfer and specify the proposed Transferee, and the proposed terms of the Transfer, and contain such information about the proposed Transferee, its experience, its financial situation, its methods of operation, and its impact on the Building, as a prudent businessman would require in making the Transfer decision. Tenant specifically agrees to act, in good faith, to apprise Landlord of any adverse or negative financial or marketplace information known by Tenant concerning the proposed Transfer and/or the proposed Transferee, but nothing in this subparagraph 19 (c) shall obligate Tenant to reveal mere speculation or rumor or violate any obligation to protect trade secrets or other confidential information. The Transfer Notice shall also contain a certificate by Tenant (or an officer or general partner of Tenant if Tenant is a corporation or partnership) of all “Transfer Consideration” (as defined below) or payable in connection with the proposed Transfer. Within forty five (45) days of the receipt of the Transfer Notice Landlord shall, by written notice to Tenant, elect: (i) to permit the proposed Transfer; (ii) to sublet with the right to further sublet from Tenant for the balance of the term of this Lease (a) all of the Premises, or (b) only so much of the Lease Premises as Tenant proposed to Transfer, at the same rental as Tenant is obligated to pay to Landlord hereunder; or (iii) subject to the terms of subparagraph 19 (a) above, to deny consent to the proposed Transfer, in which event Tenant shall continue to occupy the Leased Premises and comply with all of the terms and conditions hereof. In the event that Landlord fails to give Tenant written notice of its election hereunder within the specified forty five (45) day period, Landlord shall be deemed to have denied its consent to the proposed Transfer. (d) If Landlord consents to a Transfer, the permitted Transferee shall assume by written instrument all of Tenant’s obligations under the Lease and such Transferee, at least thirty (30) days prior to the effective date of the permitted Transfer, shall deliver to Landlord the proposed sublease, assignment and assumption agreement or other instrument evidencing the Transfer and the Transferee’s undertaking of Tenant’s obligations under the Lease. All of such documents shall be subject to Landlord’s prior written approval, which approval shall not be unnecessarily withheld, conditioned or delayed. In the event of a permitted Transfer, Tenant shall continue to be liable hereunder, and shall not be released from performance hereunder. In addition to the Rent reserved hereunder, Tenant shall pay to Landlord (except as otherwise stated in subparagraph 19 (f) below) one half (1/2) of all monies, property and other consideration of every kind whatsoever paid or payable to Tenant in consideration of or related to such Transfer and for all property transferred to the Transferee, as all or part of the consideration including, without limitation, fixtures, other Leasehold Improvements, furniture, equipment and furnishings (collectively, all of the foregoing monies, property and other consideration shall be refereed to as the “Transfer Consideration”), but excluding bona fide consideration paid for transfer of Tenant’s Property. Following a permitted Transfer of this Lease, Landlord shall not be required to send the named Tenant any notice of default by the approved Transferee. (e) Any Transfer without Landlord’s consent, whether as a result of any act or omission of Tenant, or by operation of law or otherwise, shall not be binding upon Landlord, and shall confer no rights upon any third person. Each such unpermitted Transfer shall, without notice or grace period of any kind, constitute a default by Tenant under this Lease. The acceptance by Landlord of the payment of Rent following any Transfer prohibited by this Article 19 shall not be deemed to be a consent by Landlord to any such Transfer, an acceptance of the Transferee as a tenant, a release of Tenant from the performance of any covenants herein contained, or a waiver by Landlord of any remedy of Landlord under this Lease, although amounts actually received shall be credited by Landlord against Tenant’s Rent obligations. Consent by Landlord to any one Transfer shall not constitute a waiver of the requirement for consent to any other Transfer. No reference in this Lease to assignees, subtenants or licensees shall be deemed to be a consent by Landlord to the occupancy of the Leased Premises by any such assignee, subtenant or licensee. (f) Notwithstanding anything set forth in this Article 19 to the contrary, if Tenant fully complies with the requirements and conditions of this Article and other provisions of this Lease, Tenant may Transfer this Lease without Landlord’s consent (and without any obligation to pay any part of the Transfer Consideration described in subparagraph 19 (d) above), if Landlord is advised of any such Transfer within thirty (30) days after any such Transfer occurs, to (i) Tenant’s parent or subsidiary corporation or to a corporation under common ownership with and controlled by the same persons who control Tenant, or (ii) any party which acquires substantially all of the assets of Tenant or (iii) to a corporation into which Tenant merges or consolidates; provided, however, that such consent shall not be unreasonably withheld or delayed upon the Landlord, (1) in the case of assignmenta Transfer under subparagraph 19 (f) (i) above, having been provided adequate information such assignee shall possess qualifications for conducting the business at the Premises to make an informed judgment that any assignee has the financial ability to carry out the terms reasonable satisfaction of Landlord; and obligations of this Lease; and, (2) in the case of subletany Transfer described above in this subparagraph 19 (f), upon being provided the terms (x) such assignee shall assume in writing all of a proposed sublease Tenant’s obligations hereunder; and securing written confirmation from (y) Tenant that it shall continues to remain fully liable under this Lease for the performance of all of the terms contained herein including but not limited to, the payment of Base Rent, Annual Operating Costs and all Additional Rent due under this Lease, and further provided that the provisions of this subparagraph 19 (f) shall not permit a Transfer in the event that Tenant is acquired by any sublessee another corporation and becomes a subsidiary thereof, (x) unless Tenant continues to be operated as a separately identified company, substantially in the same manner as before such acquisition, or (y) if, after such acquisition, or as a result thereof, Tenant’s net worth will decline by ten percent (10%) or more, unless in either of such cases, the parent of the parry acquiring Tenant agrees to guaranty Tenant’s obligations under this Lease. The term "assign", liability of any Guarantor of this Lease shall not be affected as used herein, shall include: a result of any assignment permitted under this subparagraph (f). It is the intention of the parties that the provisions of clause (i) of this subparagraph 19 (f) are included herein for the purpose of providing Tenant with flexibility in the manner of operating its business but such provisions are not intended to permit, and do not permit, a Transfer of this Lease to an assignment entity outside the ownership family to which Tenant belongs as a means of all defeating the other provisions of this Article 19 which require Landlord’s consent to a Transfer. (g) Notwithstanding the provisions of subparagraphs (a), (b) and (c) of this Article 19, Tenant's interest hereunder ’s shareholders may sell, transfer and convey their stock in Tenant without Landlord’s consent. The foregoing sentence shall not be deemed to permit what is commonly referred to as a part “leveraged buy-out” transaction or such other transfer or sale which adversely affects the net worth of the Demised PremisesTenant or any successor entity, an assignment of an undivided percentage interest hereunder in and all of the Demised Premises, as well as any assignment from one co-Tenant to another; (ii) an assignment provisions of this Article 19 shall apply to any prior owner of the Tenant's interest herein or part hereof; and (iii) any merger, consolidation, transfer (singly or in combination) of shares constituting more than one-third of the total shares outstanding or any other transaction the effect of which is directly or indirectly to transfer to any third party the benefits of this Leasesuch transaction. (b) Notwithstanding the foregoing, Landlord hereby consents to the proposed sublease of approximately 2,500 square feet of the Demised Premises to NYBOR Corporation, and Tenant shall remain fully liable for the performance of such sublessee.

Assignment/Subletting. (a) Except as provided in Section 20(e) hereof, the Tenant shall not assign or sublet LESSEE covenants and agrees that neither this Lease, nor the estate hereby granted, nor any interest therein will be assigned, mortgaged, pledged, encumbered or otherwise transferred, and that neither the Leased Premises, nor any part thereof, will be encumbered in any manner by reason or by act or omission (where LESSEE has a legal duty to act) of LESSEE, or used or occupied, or permitted to be used or occupied, by anyone other than LESSEE, its servants, agents and employees, or for any use or purpose other than as above stated, or be sublet, without the in each case LESSOR's prior written consent of the Landlord; providedconsent, however, that such consent which shall not be unreasonably withheld withheld. Notwithstanding the foregoing, LESSEE shall have the right, without the prior consent of the LESSOR, to assign this Lease and to sublet any portion of the Leased Premises to any person or delayed upon entity (a) controlling, controlled by, or under common control with LESSEE, (b) acquiring all or substantially all of the Landlordassets of the LESSEE, or (c) with or into which LESSEE merges or consolidates; (the foregoing (a) through (c) collectively referred to as * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. "Affiliate Transfers"); provided in each instance (other than in the event of (c) wherein LESSEE loses its separate legal identity by such merger, in which case the case of assignmentsurviving entity shall nevertheless remain fully liable), having been provided adequate information to make an informed judgment that any assignee has the financial ability to carry out the terms and obligations of this Lease; and, in the case of sublet, upon being provided the terms of a proposed sublease and securing written confirmation from Tenant that it LESSEE shall remain fully at all times directly, primarily and severally liable for the performance by any sublessee of all terms and conditions of this Lease, in conjunction with any other such entity. The term "assign", grounds upon which LESSOR may reasonably withhold its consent are as used herein, shall includefollows: (i) an assignment of all of TenantThe prospective assignee's interest hereunder in a part or sub-lessee's intended use of the Demised Premises, an assignment of an undivided percentage interest hereunder Premises is not substantially similar to the permitted uses set forth in all of the Demised Premises, as well as any assignment from one co-Tenant to another;Lease; or, (ii) an assignment to any prior owner The nature, character, class and standards of the Tenantprospective assignee's interest herein or part hereofsub-lessee's business will not be consistent with those of other lessees in the Building or will not conform to the mix of other lessees in the Building at that time; andor, (iii) The financial net worth, and reliability of the prospective assignee or sub-lessee, including any mergeradditional written and direct personal or corporate guarantees, consolidationis not acceptable to Landlord in its reasonable discretion. The prospective assignee or sub-lessee must produce to LESSOR if available, a verified and current audited financial statement prepared within the then past two years, (or if none has been prepared by said prospective assignee within the then past two years, a CPA certified current financial statement); and such other reasonable documentation as is material in making such a determination; or, (iv) The operations of the prospective assignee or sub-lessee will violate any exclusive or other rights given any other lessees in the Building; or, (v) The failure of LESSOR's mortgage lender(s) to consent. LESSOR, in addition to Annual Base Rent and Additional Rent, shall be entitled to the full amount of any and all sums assessed or collected by LESSEE in whatever form, attributable to the assignment or sublease or other transfer of LESSEE's interest in this Lease or the Leased Premises (singly except for sums directly attributable to Affiliate Transfers), which exceed said Annual Base Rent or Additional Rent hereunder, (herein, "Rent ▇▇▇▇-Up"), after deduction of LESSEE's reasonable costs and expenses to procure said assignment or sublet, including brokers' fees and commissions, attorneys' fees, and any build-out costs (approved by Landlord in advance, said approval not to be unreasonably withheld or delayed), which costs and expenses shall in no event be deducted from any payments to LESSOR due in the form of Annual Base Rent, Additional Operating Expense Rent, Additional Tax Escalation Rent, or other sums payable to LESSOR under this Lease other than the aforesaid excess amount on assignment or subletting. Notwithstanding any LESSOR's consent to any assignment or subletting, as contemplated above, or in combination) of shares constituting more any circumstances other than one-third a LESSOR's recapture of the total shares outstanding or any entire premises as contemplated below, LESSEE shall remain primarily liable to LESSOR * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. for the payment of all Annual Base Rent and all other transaction Rent hereunder, and for the effect full performance of which is directly or indirectly to transfer to any third party the benefits covenants and conditions of this Lease. (b) Lease to be performed by LESSEE; and after a default by LESSEE in such payment or performance which continues after any applicable notice and cure period, LESSOR may collect all sums due as Annual Base Rent or other Rent directly from the assignee or subtenant. Notwithstanding the foregoing, Landlord hereby consents in the event that LESSEE desires to assign or sublet any portion of the Leased Premises, then LESSOR's Recapture Rights, as defined below, shall apply in each and every instance; provided however, notwithstanding any other provision of this section 12, LESSOR's Recapture Rights shall not apply to an Affiliate Transfer, or with respect to a proposed sublease subletting of approximately 2,500 square feet less than an aggregate of up to fifty (50%) percent of the Demised Premises to NYBOR Corporationno more than two (2) subtenants. LESSOR's Recapture Rights as contemplated herein, shall consist of the following: LESSEE, in each instance where Landlord's Recapture Rights apply, shall notify the LESSOR in writing, stating its intention to assign or sublet and the target date of the proposed sublet (which shall not be less than one hundred twenty (120) days from the date of said notice to LESSOR). LESSOR shall have a period of ninety (90) days from the date it receives such notice to exercise an election to recapture that portion of the Leased Premises to be sublet, (or the entire premises if to be assigned), in LESSOR's sole discretion and without any obligation to so elect, whatsoever, notwithstanding the circumstances, and Tenant without prejudice to or waiver of any of LESSOR's rights or LESSEE's continuing obligations hereunder. LESSEE shall remain fully liable provide LESSOR with all material information relative to LESSOR making an informed decision concerning said assignment or sublet, immediately upon LESSOR's request. If LESSOR elects to recapture the Leased Premises (or applicable portion thereof), it shall send written notice thereof to LESSEE; and LESSEE shall be irrevocably bound to surrender and vacate the Leased Premises (or applicable portion thereof) as if the Lease Term had expired on the date set forth in the LESSEE's initial notice to LESSOR; and provided LESSEE vacates and surrenders on said date, without being in default of any provision hereof as of said date, this Lease shall be null and void and without recourse to either party hereto (but for terms and conditions contemplated herein to survive termination of this Lease), with respect to the performance portion of the Premises recaptured by LESSOR. LESSEE shall not be entitled to any payments, commissions, credits, offsets, or any kind or nature arising from said assignment or sublet, nor shall any individual or entity acting by, through, or under LESSEE be so entitled. Notwithstanding anything herein to the contrary, if LESSOR recaptures a portion of the Leased Premises, Annual Base Rent and Additional Rent shall ▇▇▇▇▇ proportionately hereunder. Once an election to recapture is made by LESSOR, LESSEE shall be subject to the penalties for holding over set forth in this Lease, if it fails to vacate and surrender the Leased Premises (or applicable portion thereof) by the date stated in the notice, or if it fails to discharge (or cause its lenders or others with which LESSEE has dealt to discharge) any and all liens or other encumbrances, notices, or restrictions on its leasehold or contractual interest in and to the Leased Premises as of said date. Nothing in this section or paragraph shall require LESSOR to make an election to recapture the Leased Premises (or applicable portion thereof), and nothing in the aforesaid process shall relieve LESSEE of its liability under this Lease should LESSOR elect not to take back the Leased Premises (or applicable portion thereof). Should LESSOR elect not to recapture the Leased Premises, then LESSEE shall have a period of sixty (60) days * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. from the date of LESSOR's notice of such sublesseeelection (or if LESSOR delivers no notice of any election, then sixty (60) days from the expiration of LESSOR's ninety (90) day response period) to execute its assignment or sublease agreement and commence the assigned tenancy or subtenancy, without the necessity for any additional notices to LESSOR under this section. New notice by LESSEE to LESSOR shall be required after expiration of said sixty (60) day period. Time is of the essence in all notices and elections made hereunder.

Assignment/Subletting. (a) Except as provided in Section 20(e) hereof, the Tenant Sublessee shall not assign (i) assign, transfer, pledge or otherwise encumber its interest in this Sublease, in whole or in part, (ii) sublet this Leaseor permit or suffer the subletting of the Subleased Premises, or (iii) permit the Subleased Premises or any part thereof to be occupied or used by any "Person" (hereinafter defined) other than Sublessee [,in each case of (i), (ii) and (iii) without first obtaining the prior written consent of Sublessor (which may be given or withheld in Sublessor's sole discretion] and any required consent of Landlord. In the Landlord; providedevent Sublessee shall desire to assign this Sublease, howeveror sublease all or any portion(s) of the Subleased Premises, that to a Person which is not a Competitor, the provisions of subparagraph (b) below shall apply, and if Sublessor shall not exercise "Sublessor's Recapture Option" (as defined in said subparagraph (b)), Sublessor's consent to such consent desired assignment or sub-subletting by Sublessee shall not be unreasonably withheld withheld, delayed or delayed upon the Landlordconditioned, except with respect to a "Competitor" (hereinafter defined), in which case (of a Competitor) Sublessor, in the case exercise of assignmentits sole and arbitrary discretion, having been may withhold its consent. Notwithstanding the foregoing, Sublessee (to the extent same is permissible under the Prime Lease, or Landlord's consent thereto is obtained) may (x) assign this Sublease, or sub-sublease the Subleased Premises or any portions thereof, to an "Affiliate" (hereinafter defined), and (y) assign this Sublease to any corporation (which is not a Competitor) with which or into which Sublessee may be consolidated or merged, without the prior written consent of Sublessor, provided adequate information that Sublessee shall give Sublessor not less than 15 days' prior written notice of any such assignment or sublease. No assignment or sub-sublease shall serve to make an informed judgment that release Sublessee from any assignee has liability or obligation hereunder. Notwithstanding anything to the financial ability contrary contained herein, Sublessee shall not assign, transfer, sublet or permit the subletting of the Subleased Premises or permit or suffer the occupancy of the Subleased Premises or any part thereof to carry out the terms and obligations of this Lease; and, in the case of sublet, upon being provided the terms of a proposed sublease and securing written confirmation from Tenant that it shall remain fully liable for the performance or by any sublessee of this LeaseCompetitor. (The term "assignCompetitor" as used herein shall mean any of Arthur Andersen & Co., Deloitte & Touche LLP, Ernst & Young LLP and ▇▇▇▇ ▇L▇, ▇▇ ▇▇y of their Affiliates.) As used in this Sublease, the word "Person" shall mean an individual, partnership, trust, corporation, firm or other entity; and the word "Affiliate" (of any Person) shall mean any legal entity which directly or indirectly controls, is controlled by, or is under common control with, such Person (the word "control", as used hereinin this definition, shall include: (i) an assignment of all of Tenant's interest hereunder in requiring at least a part of the Demised Premises, an assignment of an undivided percentage interest hereunder in all of the Demised Premises, as well as any assignment from one co-Tenant to another; (ii) an assignment to any prior owner of the Tenant's interest herein or part hereof; and (iii) any merger, consolidation, transfer (singly or in combination) of shares constituting more than one-third of the total shares outstanding or any other transaction the effect of which is directly or indirectly to transfer to any third party the benefits of this Lease51% ownership interest). (b) Notwithstanding the foregoing, Landlord hereby consents to the proposed sublease of approximately 2,500 square feet of the Demised Premises to NYBOR Corporation, and Tenant shall remain fully liable for the performance of such sublessee.

Assignment/Subletting. (a) Except as provided in Section 20(e) hereofTenant, the Tenant for itself, its legal representatives, successors and assigns, expressly covenants that it shall not assign assign, mortgage or sublet encumber this LeaseLease or any of its rights or estates hereunder, without the prior written consent of the Landlord; provided, howeverwhich consent will not be unreasonably withheld, conditioned, or delayed, provided that such the Tenant has fully complied with the covenants and conditions of this Lease on its part to be performed, nor sublet the Demised Premises or any part thereof, or suffer or permit, the Demised Premises, or any part thereof, to be used or occupied by others, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld withheld, conditioned, or delayed delayed. The prohibition against assignments shall include assignments by operation of law. The restriction upon Tenant assigning or transferring its interest in this Lease shall apply to any such assignment or transfer which results from the sale or transfer of all or a controlling interest of the stock or beneficial interest in Tenant or from the consolidation or merger of Tenant with any other person or from bankruptcy, reorganization insolvency, dissolution or liquidation of Tenant by operation of law or otherwise. Landlord’s consent to an assignment or subletting shall not, in any way, be construed to relieve Tenant from obtaining Landlord’s express written consent to any further assignment or subletting. In no event shall any permitted sublessee or assignee sublet or assign or otherwise suffer or permit the case of assignmentsublet space, having been provided adequate information or any part thereof, to make an informed judgment that any assignee has the financial ability to carry out the terms and obligations of this Lease; andbe used or occupied by others, without Landlord’s prior written consent in the case of subleteach instance, upon being provided granted or withheld in accordance with the terms of a proposed sublease and securing written confirmation from Tenant that it shall remain fully liable for the performance by any sublessee of this Lease. The term "assign", as used herein, shall include: (i) an assignment of all of Tenant's interest hereunder in a part of the Demised Premises, an assignment of an undivided percentage interest hereunder in all of the Demised Premises, as well as any assignment from one co-Tenant to another; (ii) an assignment to any prior owner of the Tenant's interest herein or part hereof; and (iii) any merger, consolidation, transfer (singly or in combination) of shares constituting more than one-third of the total shares outstanding or any other transaction the effect of which is directly or indirectly to transfer to any third party the benefits of this LeaseArticle 45. (b) Notwithstanding the foregoing, Landlord hereby consents to the proposed sublease of approximately 2,500 square feet of the Demised Premises to NYBOR Corporation, and Tenant shall remain fully liable for the performance of such sublessee.

Assignment/Subletting. (a) Except as provided in Section 20(e) hereof, the Tenant shall not assign or sublet LESSEE covenants and agrees that neither this Lease, nor the estate hereby granted, nor any interest therein will be assigned, mortgaged, pledged, encumbered or otherwise transferred, and that neither the Leased Premises, nor any part thereof, will be encumbered in any manner by reason or by act or omission (where LESSEE has a legal duty to act) of LESSEE, or used or occupied, or permitted to be used or occupied, by anyone other than LESSEE, its servants, agents and employees, or for any use or purpose other than as above stated, or be sublet, without the in each case LESSOR's prior written consent of the Landlord; providedconsent, however, that such consent which shall not be unreasonably withheld withheld. Notwithstanding the foregoing, LESSEE shall have the right, without the prior consent of the LESSOR, to assign this Lease and to sublet any portion of the Leased Premises to any person or delayed upon entity (a) controlling, controlled by, or under common control with LESSEE, (b) acquiring all or substantially all of the Landlordassets of the LESSEE, or (c) with or into which LESSEE merges or consolidates; provided in each instance the case of assignment, having been provided adequate information to make an informed judgment that any assignee has the financial ability to carry out the terms and obligations of this Lease; and, in the case of sublet, upon being provided the terms of a proposed sublease and securing written confirmation from Tenant that it LESSEE shall remain fully at all times directly, primarily and severally liable for the performance by any sublessee of all terms and conditions of this Lease, in conjunction with any other such entity. The term "assign", grounds upon which LESSOR may reasonably withhold its consent are as used herein, shall includefollows: (i) an assignment of all of TenantThe prospective assignee's interest hereunder in a part or sublessee's intended use of the Demised Premises, an assignment of an undivided percentage interest hereunder Premises is not identical to the permitted uses set forth in all of the Demised Premises, as well as any assignment from one co-Tenant to another;Lease; or, (ii) an assignment to any prior owner The nature, character, class and standards of the Tenantprospective assignee's interest herein or part hereofsublessee's business will not be consistent with those of other lessees in the Building or will not conform to the mix of other lessees in the Building at that time; andor, (iii) any mergerThe financial net worth, consolidation, transfer (singly or in combination) of shares constituting more than one-third and reliability of the total shares outstanding prospective assignee or sublessee, including any other transaction additional written and direct personal or corporate guarantees, is not in Landlord's reasonable judgment at least equivalent to that of DynaGen, Inc. as measured at the effect point of which is directly or indirectly to transfer to any third party the benefits execution of this Lease.; (provided however that if the proposed assignment or sublet occurs during the Extended Term (i.e. after the original five (5) years), then the financial net worth of the prospective assignee or sublessee shall be equivalent to that of DynaGen, Inc. as measured at the point of execution of this Lease, but said net worth standard to be adjusted by increasing by the cumulative increases in the Consumer Price Index, All Items, All Urban, occurring from the date of this Lease to the date of the proposed assignment or subletting). The prospective assignee or sub-lessee must produce to LESSOR if available, a verified and current audited financial statement prepared within the then past three years, (or if non has been prepared by said prospective assignee within the then past three years, a CPA certified current financial statement); and such other reasonable documentation as is material in making such a determination; or, (biv) The operations of the prospective assignee or sub-lessee will violate any exclusive or other rights given any other lessees in the Building; or, (v) The failure of LESSOR's mortgage lender(s) to consent. LESSOR, in addition to Annual Base Rent and Additional Rent, shall be entitled to the full amount of any and all sums assessed or collected by LESSEE in whatever form, attributable to the assignment or sublease or other transfer of LESSEE's interest in this Lease or the Leased Premises (except for a sublease under clause (ii) below), which exceed said Annual Base Rent or Additional Rent hereunder, (therein, "Rent ▇▇▇▇-Up"), after deduction of LESSEE's reasonable costs and expenses to procure said assignment or sublet, including brokers' fees and commissions, attorneys' fees, and any build-out costs (approved by Landlord in advance, said approval not to be unreasonably withheld or delayed), which costs and expenses shall in no event be deducted from any payments to LESSOR due in the form of Annual Base Rent, Additional Operating Expense Rent, Additional Tax Escalation Rent, or other sums payable to LESSOR under this Lease other than the aforesaid excess amount on assignment or subletting. Notwithstanding any LESSOR's consent to any assignment or subletting, as contemplated above, or in any circumstances other than a LESSOR's recapture of the entire premises as contemplated below, LESSEE shall remain primarily liable to LESSOR for the payment of all Annual Base Rent and all other Rent hereunder, and for the full performance of the covenants and conditions of this Lease to be performed by LESSEE; and after a default by LESSEE in such payment or performance which continues after any applicable notice and cure period, LESSOR may collect all sums due as Annual Base Rent or other Rent directly from the assignee or subtenant. Notwithstanding the foregoing, Landlord hereby consents in the event that LESSEE desires to sublet any portion of the Leased Premises, then the following shall apply: (i) if the proposed sublet is on the basis where a demising wall is to be erected by LESSEE or the subtenant, separating their spaces in whole or in part, pursuant to an agreement with a bona fide third party subtenant, at any time during the sublet, then LESSOR shall be granted its Recapture Rights as set forth below as the portion of the Leased Premises to be so sublet; or, (ii) if the proposed sublet is on the basis where there will be no demising wall erected, separating their spaces in whole or in part, and the subtenant is reasonably expected to utilize up to (but not more than) fifty (50%) percent of the facilities comprising the Leased Premises, then LESSOR's Recapture Rights shall not apply; or, (iii) if the proposed sublet is on the basis where there will be no demising wall erected, separating their spaces in whole or in part, and the subtenant is reasonably expected to utilize more than fifty (50%) percent of the facilities comprising the Leased Premises, then LESSOR's Recapture rights shall apply as to the proposed sublease of approximately 2,500 square feet entire Leased Premises. In all instances set forth above where reference is made to LESSOR's Recapture Rights, those rights shall consist of the Demised following: LESSEE, in each instance where Landlord's Recapture Rights apply, shall notify the LESSOR in writing, stating its intention to sublet and the target date of the proposed sublet (which shall not be less than one hundred twenty (120) days from the date of said notice to LESSOR). LESSOR shall have a period of ninety (90) days from the date it receives such notice to exercise an election to recapture that portion of the Leased Premises to NYBOR Corporationbe sublet, in LESSOR's sole discretion and without any obligation to so elect, whatsoever, notwithstanding the circumstances, and Tenant without prejudice to or waiver of any of LESSOR's rights or LESSEE's continuing obligations hereunder. LESSEE shall provide LESSOR with all material information relative to LESSOR making an informed decision concerning said sublet, immediately upon LESSOR's request. If LESSOR elects to recapture the Leased Premises (or applicable portion thereof), it shall send written notice thereof to LESSEE; and LESSEE shall be irrevocably bound to surrender and vacate the Leased Premises (or applicable portion thereof) as if the Lease Term had expired on the date set forth in the LESSEE's initial notice to LESSOR; and provided LESSEE vacates and surrenders on said date, without being in default of any provision hereof as of said date, this Lease shall be null and void and without recourse to either party hereto (but for terms and conditions contemplated herein to survive termination of this Lease). LESSEE shall not be entitled to any payments, commissions, credits, offsets, or any kind or nature arising from said sublet, nor shall any individual or entity acting by, through, or under LESSEE be so entitled. Once an election to recapture is made by LESSOR, LESSEE shall be subject to the penalties for holding over set forth in this Lease, if it fails to vacate and surrender the Leased Premises (or applicable portion thereof) by the date stated in the notice, or if it fails to discharge (or cause its lenders or others with which LESSEE has dealt to discharge) any and all liens or other encumbrances, notices, or restrictions on its leasehold or contractual interest in and to the Leased Premises as of said date. Nothing in this section or paragraph shall require LESSOR to make an election to recapture the Leased Premises (or applicable portion thereof), and nothing in the aforesaid process shall relieve LESSEE of its inability under this Lease should LESSOR elect not to take back the Leased Premises (or applicable portion thereof). Notwithstanding the foregoing, LESSEE shall have ten (10) days from LESSOR's notice of its election to recapture, to withdraw its proposal to sublet in writing delivered to LESSOR, whereupon the LESSOR's election shall be deemed rescinded and LESSEE shall remain fully liable for in the performance Leased Premises, without sublet. LESSEE may only exercise this withdrawal right a maximum of once within each Lease Year. Should LESSOR elect not to recapture the Leased Premises, then LESSEE shall have a period of one hundred twenty (120) days from the date of LESSOR's notice of such sublesseeelection (or if LESSOR delivers no notice of any election, then one hundred twenty (120) days from the expiration of LESSOR's ninety (90) day response period) to execute its sublease agreement and commence the subtenancy, without the necessity for any additional notices to LESSOR under this section. New notice by LESSEE to LESSOR shall be required after expiration of said one-hundred twenty (120) day period. Time is of the essence in all notices and elections made hereunder.