Common use of Prohibition Clause in Contracts

Prohibition. (a) Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant, without, in each case, the prior written consent of Landlord (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be a Transfer of this Lease and subject to the provisions of this Article 6. A Transfer under this Article 6 shall also include a sale or other transfer (by one or more transfers) of any of the following: the voting stock, partnership interests, membership or other equity interests in Tenant (or any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) which results in a change of control of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the assets of Tenant, as if such transfer were an assignment of this Lease. Notwithstanding the foregoing, if equity interests in Tenant at any time are or become traded on a national securities exchange (as defined in the Securities Exchange Act of 1934), the transfer of equity interests in Tenant on a national securities exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be deemed a Transfer under this Article 6.

Prohibition. (a) Except as expressly permitted in this Article 6, Tenant covenants and agrees that that, whether voluntarily, involuntarily, by operation of law or otherwise, neither this Lease nor the term Lease Term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, occupied by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant, without, in each case, the prior written consent of Landlord (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”)subletting. Without limiting the foregoing, any agreement pursuant to which: (xy) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s 's behalf, all or any portion of the Basic Rent or Additional Rent due under this Lease; and/or (yz) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, Premises shall for all purposes hereof be deemed to be a Transfer an assignment of this Lease and subject to the provisions of this Article 6. A Transfer under The provisions of this Article 6 Section 6.1(a) shall also include apply to a sale or other transfer (by one or more transfers) of any a majority of the following: the voting stock, stock or partnership interests, membership interests or other equity interests in Tenant (or any other mechanism such as the issuance evidences of additional stock or the creation of additional partnership or membership interests) which results in a change of control ownership of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the assets of Tenant, as if such transfer were an assignment of this Lease. Notwithstanding If there is an initial public offering of the foregoing, stock of the Tenant or if equity interests in Tenant at any time are is or become becomes a publicly traded on a national securities exchange (as defined in the Securities Exchange Act of 1934)company, the transfer of equity interests in less than a majority of the stock of Tenant on a national securities public stock exchange shall not be deemed an assignment within the meaning of this Article; providedArticle 6. The merger or consolidation of Tenant into or with any other entity, howeveror the sale of all or substantially all of its assets, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be deemed a Transfer under to be an assignment within the meaning of this Article 6.

Prohibition. (a) Without Landlord’s prior written consent, which shall not be unreasonably withheld, subject to and on the conditions described in this Section 22, Tenant covenants and agrees that neither this Lease nor the term and estate hereby grantedshall not, nor any interest herein directly or thereinindirectly, will be assigned, mortgaged, pledged, encumbered voluntarily or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwiselaw, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant, without, in each case, the prior written consent of Landlord (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all sublease the Premises or any portion of part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises, and any attempt to do any of the foregoing shall for all purposes hereof be deemed to be void and of no effect. If Tenant is a Transfer corporation, partnership or limited liability company, the shares or other ownership interests thereof which are not actively traded upon a stock exchange or in the over-the-counter market, a transfer or series of transfers whereby 50% or more of the issued and outstanding shares or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease and subject to persons or entities who were not owners of shares or other ownership interests of the provisions corporation, partnership or limited liability company at time of execution of this Article 6Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22. A Transfer under this Article 6 Notwithstanding the foregoing, Tenant shall also include have the right to (x) obtain financing from institutional or individual investors (including venture capital funding and corporate partners) which regularly invest in private biotechnology companies, (y) undergo a sale public offering, or other (z) if Tenant is a public company, transfer (by one shares of Tenant effected through any recognized exchange or more transfers) of through the “over the counter” market, any of the following: the voting stock, partnership interests, membership or other equity interests in Tenant (or any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) which results in a change of in control of Tenant without such change of control constituting an assignment under this Section 22 requiring Landlord consent, provided that (i) Tenant notifies Landlord in writing of the financing at least 10 business days prior to the closing of the financing, and (ii) provided that in no event shall such financing result in a change in use of the Premises from the use contemplated by Tenant at the commencement of the Term. The reasons for Landlord’s reasonable withholding of consent shall include but not be limited to: (A) the business or a sale financial reputation of the proposed assignee or sublessee, or the business or financial reputation of any of the respective principals or officers thereof, is objectionable in Landlord’s judgment, (B) the proposed assignee or sublessee is engaged in areas of scientific research or other transfer business concerns that are controversial such that in Landlord’s reasonable judgment they may (in one i) attract or more transferscause negative publicity for or about the Building or the Project, (ii) of fifty percent (50%) or more negatively affect the reputation of the assets Building, the Project or Landlord, (iii) attract protestors to the Building or the Project, or (iv) lessen the attractiveness of Tenantthe Building or the Project to any prospective purchasers or lenders, (C) the proposed use of the Premises by the proposed assignee or sublessee will violate any applicable Legal Requirement, (D) the proposed assignee or sublessee is at that time an occupant of the Project or negotiating with Landlord or an affiliate thereof for the lease of other space in the Project, (E) if the proposed transaction is not a sublease, the proposed assignee does not have a net worth, as of the date of the Transfer, at least equal to the greater of (x) the net worth of Tenant as of the date of the Lease, and (y) the net worth of Tenant immediately prior to the Transfer Date, or otherwise lacks the creditworthiness to support the financial obligations it would incur under the proposed assignment in Landlord’s reasonable judgment, (F) if such transfer were an assignment the proposed transaction is a sublease, the proposed sublessee does not have a creditworthiness, as of this Lease. Notwithstanding the foregoingdate of transfer, if equity interests sufficient to support the financial obligations it would incur under the proposed sublease in Tenant at Landlord’s judgment, (G) the proposed assignee or sublessee is a governmental agency, (H) in Landlord’s judgment the use of the Premises by the proposed assignee or sublessee would entail any time are or become traded on a national securities exchange (as defined alterations that would lessen the value of the leasehold improvements in the Securities Exchange Act Premises, or would require increased services by Landlord, (I) Landlord has experienced previous defaults by or is in litigation with the proposed assignee or sublessee, (J) the proposed assignment or sublease will create a vacancy elsewhere in the Project, or (K) the assignment or sublease is prohibited by the Holder of 1934), a Mortgage on the transfer of equity interests in Tenant on a national securities exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase Premises or buyout of stock shall be deemed a Transfer under this Article 6Project.

Prohibition. (a) Except as otherwise expressly provided in this Lease, Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant, without, in each case, the Tenant without Landlord's prior written consent, which consent shall not be unreasonably withheld or delayed subject to Landlord's rights pursuant to Section 6.4 hereof and all other applicable provisions of Landlord (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”)this Article 6. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s 's behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be a Transfer an assignment of this Lease and subject to the provisions of this Article 6. A Transfer under The provisions of this Article 6 paragraph (a) shall also include apply to a sale or other transfer (by one or more transfers) of any a controlling portion of or interest in the following: the voting stock, partnership interests, membership or other equity interests in Tenant (or any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) which results in a change interests or other evidences of control equity interests of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the assets of Tenant, as if such transfer were an assignment of this Lease. Notwithstanding the foregoing, ; provided that if equity interests in Tenant at any time are or become traded on a national securities exchange (as defined in the Securities Exchange Act of 1934)public stock exchange, the transfer of equity interests in Tenant on a national securities public stock exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be deemed a Transfer under this Article 6.

Prohibition. (a1) Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledgedpledged or encumbered, encumbered whether voluntarily, involuntarily, by operation of law or otherwise. In addition, Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a the Permitted Use, or be sublet (which termterm shall include, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant, without, in each case, the prior written consent of Landlord (all of the foregoing actions described in this sentence are hereinafter sometimes referred to collectively as “”Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). Without limiting the foregoing, any agreement pursuant to which: (xa) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Base Rent or Additional Rent under this Lease; and/or (yb) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be a Transfer of this Lease and subject to the provisions of this Article 6Section 17. A Transfer under this Article 6 Section 17 shall also include a sale or other transfer (by one or more transfers) of any of the following: the voting stock, partnership interests, membership or other equity interests in Tenant (or any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) which results in a change of control of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the assets of Tenant, as if such transfer were an assignment of this Lease. Notwithstanding the foregoing, if equity interests in Tenant at any time are or become traded on a national securities exchange (as defined in the Securities Exchange Act of 1934), the transfer of equity interests in Tenant on a national securities exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be deemed a Transfer under this Article 6Section.

Prohibition. (a) Notwithstanding any references to assignees, subtenants, concessionaires or other similar entities in this Lease, Tenant covenants and agrees that neither shall not (i) assign or otherwise transfer, or mortgage or otherwise encumber, this Lease nor or any of its rights hereunder, (ii) sublet the term leased premises or any part thereof. Or permit the use of the leased premises or any part thereof by anyone, or (iii) permit the assignment or other transfer of this Lease or any of Tenant's rights hereunder by operation of law. Any such attempted or purported transfer. assignment, mortgaging or encumbering of this Lease or any of Tenant's interest hereunder and estate hereby granted, nor any interest herein attempted or therein, will be assigned, mortgaged, pledged, encumbered purported subletting or otherwise transferredgrant of a right to use or occupy all or a portion of the leased premises in violation of the foregoing sentence, whether voluntarily, involuntarily, voluntary or involuntary or by operation of law or otherwise, shall be null and that neither the Premises nor void and shall not confer any part thereof will be encumbered in rights upon any manner by reason purported transferee, assignee, sublessee, mortgagee, or occupant, and shall, at Landlord's option, terminate this Lease without relieving Tenant of any act of its obligations hereunder for the balance the stated term. Nothing contained elsewhere in this Lease shall authorize Tenant to enter into any franchise concession, license. permit, subtenancy, departmental operation arrangements or omission the like, except pursuant provisions of this Article 14. In the event that Tenant, notwithstanding the foregoing prohibition, does assign or manner transfers this Lease or any estate or interest therein, Tenant shall in no way be released from any of its obligations under this Lease. The sale, issuance, or transfer of any voting capital stock, of Tenant or Tenant's Guarantor or any corporate entity which directly or indirectly controls Tenant (if Tenant or Tenant's Guarantor or such entity be a non-public corporation the stock of which is not traded on any exchange or over the part counter), which results; in a change in the voting control of Tenant, or used Tenant's Guarantor or occupied the corporate entity which directly or permitted indirectly controls Tenant shall be deemed to be used an assignment of this Lease within the meaning of this Section. If the Tenant is a partnership or occupiedan unincorporated association, by anyone other than then the sale, issuance or transfer of a majority interest therein. the transfer of a majority interest in or a change in the voting control of any partnership or unincorporated association or corporation which directly or indirectly controls Tenant, or for the transfer of any use portion or purpose other than a Permitted Useall of any general partnership or managing interest in Tenant or in any such entity, or be sublet (which term, without limitationany change or conversion of Tenant or of any such entity to a limited liability entity, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant, without, in each case, the prior written consent of Landlord (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be a Transfer prohibited assignment of this Lease and subject to the provisions of this Article 6. A Transfer under this Article 6 shall also include a sale or other transfer (by one or more transfers) of any of the following: the voting stock, partnership interests, membership or other equity interests in Tenant (or any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) which results in a change of control of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the assets of Tenant, as if such transfer were an assignment of this Lease. Notwithstanding the foregoing, if equity interests in Tenant at any time are or become traded on a national securities exchange (as defined in the Securities Exchange Act of 1934), the transfer of equity interests in Tenant on a national securities exchange shall not be deemed an assignment within the meaning of this Article; providedArticle 14. The consent by Landlord to any assignment, howevertransfer, that if or subletting to any party shall not be construed as a waiver or release of Tenant is a corporation under the outstanding stock terms of which is listed on a national securities exchange, then any private purchase covenant or buyout of stock shall be deemed a Transfer obligation under this Lease, nor shall the collection or acceptance of rent from any such assignee, transferee, subtenant or occupant constitute a waiver or release of Tenant of any covenant or obligation contained in this Lease. Violation(s) of the foregoing shall constitute a default under the provisions of Article 6.19. SEE ATTACHED RIDER FOR INSERTS

Prohibition. (a) Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant, without, in each case, the prior written consent of Landlord Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, subject to the terms and conditions of Section 6.2 below (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof ACTIVE/91437610.6 be deemed to be a Transfer of this Lease and subject to the provisions of this Article 6. A Transfer under this Article 6 shall also include a sale or other transfer (by one or more transfers) of any of the following: the voting stock, partnership interests, membership or other equity interests in Tenant (or any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) which results in a change of control of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the assets of Tenant, as if such transfer were an assignment of this Lease. Notwithstanding the foregoing, if equity interests in Tenant at any time are or become traded on a national securities exchange (as defined in the Securities Exchange Act of 1934), the transfer of equity interests in Tenant on a national securities exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be deemed a Transfer under this Article 6.

Prohibition. (a) Except as expressly provided in this SECTION 6.1, Tenant covenants and agrees that neither this Lease nor the term Term and estate hereby granted, nor any interest herein or therein, will be assignedassigned (collaterally, conditionally or otherwise), mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant, without, in each case, the prior written consent of Landlord (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”)Landlord. Without limiting the foregoing, any agreement pursuant to whichagreement: (x) which purports to relieve Tenant is relieved from the obligation to pay, or pursuant to which a third party agrees to pay on Tenant’s 's behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) pursuant to which a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be a Transfer an assignment of this Lease and subject to the provisions of this Article ARTICLE 6. A Transfer under The provisions of this Article 6 PARAGRAPH (a) shall also include apply to a sale or other transfer (by one or more transfers) of any a controlling portion of or interest in the following: the voting stock, partnership interests, membership or other equity interests in Tenant (or any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) which results in a change interests or other evidences of control equity interests of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the assets of Tenant, as if such transfer were an assignment of this Lease. Notwithstanding the foregoing, ; provided that if equity interests in Tenant at any time are or become traded on a national securities exchange (as defined in the Securities Exchange Act of 1934)public stock exchange, the transfer of equity interests in Tenant on a national securities public stock exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be deemed a Transfer under this Article 6.

Prohibition. (a) Tenant covenants and agrees that whether voluntarily, ----------- involuntarily, by operation of law or otherwise neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenantsubletting, without, without in each case, and every instance obtaining the prior written consent of Landlord (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made which consent Landlord may grant or sought to be made is hereinafter sometimes referred to as a “Transferee”withhold in its sole discretion). Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s 's behalf, all or any portion of the Basic Rent Rent, Escalation Charges or Additional Rent other charges due under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be a Transfer an assignment of this Lease and subject to the provisions of this Article 6VI. A Transfer under The provisions of this Article 6 paragraph (a) shall also include apply to a sale or other transfer (by one or more transfers) of any a majority of the following: the voting stock, stock or partnership interests, membership interests or other equity interests in Tenant (or any other mechanism such as the issuance evidences of additional stock or the creation of additional partnership or membership interests) which results in a change of control ownership of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the assets of Tenant, as if such transfer were an assignment of this Lease. Notwithstanding the foregoing, if equity interests in Tenant at any time are or become traded on a national securities exchange (as defined in the Securities Exchange Act of 1934), the transfer of equity interests in Tenant on a national securities exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be deemed a Transfer under this Article 6.

Prohibition. (a) Tenant covenants and agrees that neither this Lease nor the term Term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a the Permitted UseUses, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant, without, in each case, the prior written consent of Landlord (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”)Landlord. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be a Transfer an assignment of this Lease and subject to the provisions of this Article 6. A Transfer under The provisions of this Article 6 paragraph (a) shall also include apply to a sale or other transfer (by one or more transfers) of any a controlling portion of or interest in the following: the voting stock, partnership interests, membership or other equity interests in Tenant (or any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) which results in a change interests or other evidences of control equity interests of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the assets of Tenant, as if such transfer were an assignment of this Lease. Notwithstanding the foregoing, ; provided that if equity interests in Tenant at any time are or become traded on a national securities exchange (as defined in the Securities Exchange Act of 1934)public stock exchange, the transfer of equity interests in Tenant on a national securities public stock exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be deemed a Transfer under this Article 6.

Prohibition. (a) Subject to the remaining provisions of this subsection (a), Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, occupied by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant, without, without in each case, case having first obtained the prior express written consent of Landlord (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be a Transfer of this Lease and subject to the provisions of this Article 6Landlord. A Transfer under this Article 6 shall also include transfer or assignment of 50% (computed on a sale or other transfer (by one or more transfers) of any of the following: the voting stock, partnership interests, membership or other equity interests in Tenant (or any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) which results in a change of control of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%cumulative aggregate basis) or more of the assets stock, equity or other indicia of Tenant, as if such transfer were ownership of Tenant shall be deemed to constitute an assignment in breach of this Lease. Notwithstanding the foregoing, if equity interests in Tenant at any time are or become traded on a national securities exchange (as defined in the Securities Exchange Act of 1934), the transfer of equity interests in Tenant on a national securities exchange shall not be deemed an assignment within the meaning of this ArticleSection 8.1; provided, however, that if the sale of corporate treasury stock in order to increase the capital of Tenant is shall not be restricted. The foregoing restrictions shall not be applicable to an assignment of this Lease or a corporation subletting of the outstanding Premises by Tenant to a subsidiary wholly-owned by Tenant or to a controlling corporation, the stock of which is listed on a national securities exchange, then any private purchase or buyout wholly-owned by the stockholders of stock Tenant. It shall be a condition of the validity of any assignment, whether with the consent of Landlord or to a subsidiary or controlling corporation, that the assignee agrees directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment and subletting. No assignment or subletting shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor. Landlord agrees that its consent to a proposed assignment or sublease shall not be unreasonably withheld or delayed, and Xxxxxx agrees to provide to Landlord such information as Landlord may reasonably require in order to reach an informed decision. Without limitation, Landlord shall not be deemed to be unreasonable in withholding its consent to a Transfer under this Article 6proposed assignment or sublease unless each of the following criteria has been satisfied: (i) the proposed assignee or subtenant is of good reputation and character and is of sound financial condition, (ii) the proposed assignee or subtenant is not otherwise a tenant of the Office Park, (iii) the proposed assignee or subtenant will use the Premises solely for the Permitted Uses, (iv) the proposed assignee or subtenant does not intend to use the Premises for a "Prohibited Activity" (as hereinafter defined), (v) the intended use of the Premises by the proposed assignee or subtenant is consistent with the maintenance of the Building as a first-class office building, and will not interfere with the business activities of other occupants of the Office Park, and (vi) the rental and other economic terms of the proposed assignment or sublease are not inconsistent with or deleterious to the economic interests of Landlord as owner of the Building. (Without limitation, Tenant shall not advertise or otherwise offer any portion (or all) of the Premises at a rental rate which is lower than the rental rate then being quoted by Landlord for equivalent space in the Building.) For the purposes of the immediately preceding paragraph, a "Prohibited Activity" is a use which will, in Landlord's reasonable judgment, (i) introduce undue amounts of public traffic in the Building (in excess of average traffic which Landlord reasonably believes is generated by other tenants in the Building), or (ii) place a strain on the existing plumbing, electrical and mechanical systems of the Building or (iii) generate unusually high densities of employees or invitees per square foot of rentable space.

Prohibition. (a) Except as otherwise provided in this Article VI, Tenant covenants and agrees that whether voluntarily, involuntarily, by operation of law or otherwise neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant, without, in each case, the prior written consent of Landlord (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”)Landlord. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent Rent, Escalation Charges or Additional Rent other charges due under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be a Transfer an assignment of this Lease and subject to the provisions of this Article 6VI. A Transfer under The provisions of this Article 6 paragraph (a) shall also include apply to a sale or other transfer (by one or more transfers) of any a majority of the following: the voting stock, stock or partnership interests, membership interests or other equity interests in Tenant (or any other mechanism such as the issuance evidences of additional stock or the creation of additional partnership or membership interests) which results in a change of control ownership of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the assets of Tenant, as if such transfer were an assignment of this Lease. Notwithstanding the foregoing, if equity interests in Tenant at except any time are or become traded such transfer occurring on a national securities exchange (as defined in the Securities Exchange Act of 1934), the transfer of equity interests in Tenant on a national securities exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding recognized public stock of which is listed on a national securities exchange, then or any private purchase or buyout such transfer complying with the provisions of stock shall be deemed a Transfer under this Article 6paragraph (b) below.

Prohibition. (a) a. Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant, without, in each caseinstance, having first received the prior express written consent of Landlord which, in the case of any subletting (all of except to another tenant in the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be a Transfer of this Lease and subject to the provisions of this Article 6. A Transfer under this Article 6 shall also include a sale Building or other transfer buildings owned by Landlord or its beneficiaries), will not be unreasonably withheld, conditioned or delayed. In all other cases, Landlord's consent may be withheld in its sole discretion. The foregoing restrictions shall not be applicable to (by one or more transfersi) of any of the following: the voting stock, partnership interests, membership or other equity interests in Tenant (or any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) which results in a change of control of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the assets of Tenant, as if such transfer were an assignment of this Lease. Notwithstanding Lease or a subletting of the foregoingPremises by Tenant to an entity controlling, if equity interests controlled by or under common control with Tenant or (ii) an assignment of this Lease to an entity that succeeds to Tenant's interest in this Lease by reason of merger, acquisition, consolidation or reorganization (collectively such entities are referred to herein as, "Affiliates"), or an assignment of this Lease to an entity acquiring all or substantially all of Tenant's assets, provided that Tenant at any time are shall prior to the effective date of such assignment or become traded on a national securities exchange (as defined subletting to an entity described in the Securities Exchange Act foregoing clause (ii) provide to Landlord evidence reasonably satisfactory to Landlord that, as of 1934)the date of such assignment or subletting, the transfer assignee shall have a net worth equal to or greater than that of equity interests in Tenant on Tenant. It shall be a national securities exchange shall not be deemed condition of the validity of any assignment, whether with the consent of Landlord or to an assignment within the meaning of this Article; provided, howeverAffiliate, that if the assignee agrees directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the obligations of Tenant is a corporation hereunder including, without limitation, the outstanding stock of which is listed on a national securities exchange, then any private purchase covenant against further assignment and subletting. No assignment or buyout of stock subletting shall be deemed a Transfer under this Article 6relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor.

Prohibition. (a) Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant, without, in each case, the prior written consent of Landlord (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”)Landlord. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be a Transfer an assignment of this Lease and subject to the provisions of this Article 6. A Transfer under The provisions of this Article 6 paragraph (a) shall also include apply to a sale or other transfer (by one or more transfers) of any a controlling portion of or interest in the following: the voting stock, partnership interests, membership or other equity interests in Tenant (or any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) which results in a change interests or other evidences of control equity interests of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the assets of Tenant, as if such transfer were an assignment of this Lease. Notwithstanding the foregoing, ; provided that if equity interests in Tenant at any time are or become traded on a national securities exchange (as defined in the Securities Exchange Act of 1934)public stock exchange, the transfer of equity interests in Tenant on a national securities public stock exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be deemed a Transfer under this Article 6.

Prohibition. (a) Notwithstanding any other provision of this Lease, Tenant covenants and agrees that neither shall not, directly or indirectly, assign, mortgage, pledge or otherwise transfer, voluntarily or involuntarily, this Lease nor the term and estate hereby granted, nor or any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, term without limitation, shall include granting of concessions, licenses licenses, and the like) in or allow any other person or entity to occupy the whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf part of Tenantthe Premises, without, in each caseinstance, having first received the prior written express consent of Landlord (all Landlord, which consent may be withheld in Landlord's sole discretion. Any assignment of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all subletting of the whole or any portion part of the PremisesPremises (other than as permitted to a subsidiary or a controlling corporation as set forth below) by Tenant without Landlord's express consent shall be invalid, shall for all purposes hereof be deemed to be a Transfer void and of this Lease and subject to the provisions of this Article 6no force or effect. A Transfer under this Article 6 shall also include a sale This prohibition includes, without limitation, any assignment, subletting, or other transfer (which would occur by one operation of law, merger, consolidation, reorganization, acquisition, transfer, or more transfers) other change of Tenant's corporate or proprietary structure, including a change in the partners of any partnership, and the sale, pledge, or other transfer of any of the following: issued or outstanding capital stock of any corporate Tenant (unless such stock is publicly traded on a recognized security exchange or over-the-counter market). The requirement of Landlord's prior consent shall not, however, be applicable to an assignment of this Lease by Tenant to an entity controlling, controlled by, or under common control with, Tenant provided (and it shall be a condition of the voting stockvalidity of any such assignment) that such subsidiary or controlling corporation agree directly with Landlord to be bound by all of the obligations of Tenant hereunder, partnership interestsincluding, membership without limitation, the obligation to pay the Rent and other amounts provided for under this Lease, the covenant to use the Premises only for the purposes specifically permitted under this Lease and the covenant against further assignment (except as otherwise permitted hereby); but such assignment shall not relieve Tenant herein named of any of its obligations hereunder, and Tenant shall remain fully liable therefor. Further, Landlord's consent shall not be required for an assignment of this Lease in connection with a transfer of substantially all operations of Tenant to another entity by way of merger, consolidation or other equity interests sale of substantially all of the stock therein or assets thereof. The initial offering of stock in Tenant (or any other mechanism such as in Tenant's parent) to the issuance of additional stock public or the creation subsequent sale of additional partnership or membership interests) which results in a change of control of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the assets of Tenant, as if such transfer were an assignment of this Lease. Notwithstanding the foregoing, if equity interests in Tenant at any time are or become traded stock on a national securities exchange (as defined in the Securities Exchange Act of 1934), the transfer of equity interests in Tenant on a national securities nationally recognized stock exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be deemed a Transfer transfer under this Article 6VII.

Prohibition. (a) Except as otherwise provided herein, neither Tenant covenants and agrees that neither nor its successors or assigns shall transfer, assign, mortgage or encumber this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarilyLease, by operation of law or otherwise, and that neither or sublet or permit the Premises nor Leased Premises, or any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenantthereof, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which termothers, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant, without, in each case, the prior written consent of Landlord (all which, subject to Landlord's rights hereunder, shall not be unreasonably withheld or delayed. If Tenant is a corporation, any transfer of any of Tenant's issued and outstanding capital stock or any issuance of additional capital stock, as a result of which the majority of the foregoing are hereinafter sometimes referred to collectively as “Transfers” issued and any outstanding capital stock of Tenant is held by a corporation, firm, or person to whom any Transfer is made or sought to persons who do not hold a majority of the issued and outstanding capital stock of Tenant on the date hereof, shall be made is hereinafter sometimes referred to as a “Transferee”)deemed an assignment under this Section 9. Without limiting Notwithstanding the foregoing, any agreement pursuant without Landlord's consent, following written notice to which: (x) Landlord, Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion may enter into an assignment of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet of all or any a portion of the PremisesLeased Premises to any subsidiary, shall affiliate, controlled corporation, or related entity (including Shadow Entertainment, Inc., and SCM, LLC d/b/a The Commonwealth Group, sublet notice for which is hereby given), or to any corporation into which Tenant may be converted or to with which it may merge, or to a purchaser of all purposes hereof be deemed or substantially all of Tenant's assets, or to be any subsidiary or affiliated or parent company of Tenant (or of the above-listed Tenant-affiliated entities), so long as such successor uses the premises only for uses permitted under this Lease [and, in the case of a Transfer purchase of all or substantially all of Tenant's assets or in the case of a transfer to a subsidiary or affiliated or parent company of Tenant (or of the above-listed Tenant-affiliated entities), so long as such successor possesses at least substantially equivalent net worth to that of Tenant at the time of entering into this Lease]. Any attempted transfer, assignment, subletting, mortgaging or encumbering of this Lease in violation of the foregoing shall be voidable and subject to the provisions of this Article 6confer no rights upon any third person. A Transfer under this Article 6 No assignment or subletting shall also include a sale or other transfer (by one or more transfers) relieve Tenant of any of the following: the voting stockits obligations under this Lease. In any event, partnership interestsall assignees, membership transferees or other equity interests sublessees shall be obligated to assume in Tenant (or any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) which results in a change of control of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the assets of writing "Tenant, as if such transfer were an assignment of 's" obligations under this Lease. Notwithstanding the foregoing, if equity interests in lieu of its consent when required hereunder in connection with an assignment of this Lease or a sublease of all or part of the Leased Premises to a non-affiliated entity for a term expiring within the last twelve (12) months of the then Term, Landlord shall have the right, exercisable within ten (10) days of Tenant's request, to recapture the Leased Premises to be assigned, or portion to be sublet from Tenant at any time are or become traded on a national securities exchange (as defined and, in such event, Tenant shall be released from liability proportionately; however, in the Securities Exchange Act event of 1934)such a recapture prior to the 84th full month of the Initial Term, provided that Tenant verifies in writing that it has expended sums in excess of the Landlord Allowance referenced in Exhibit B in connection with construction of permanent improvement to the Leased Premises, Landlord shall reimburse Tenant, up to one dollar ($1.00) per square foot of the Leased Premises for each remaining full lease year, the transfer annualized unamortized amount of equity interests such sums expended by Tenant in Tenant on a national securities exchange shall not be deemed an assignment within excess of the meaning Landlord Allowance referenced in Exhibit B in connection with construction of this Article; providedpermanent improvement to the Leased Premises, howeveror part thereof recaptured, that prorated for the area recaptured and prorated for each full Lease Year remaining in the Initial Term, payable at the end of each such full Lease Year. For example, if Tenant is a corporation proposes to sublease the outstanding stock entire Leased Premises immediately following the 60th full month of which is listed on a national securities exchangethe Initial Term and Landlord elects to recapture, then any private purchase or buyout and if Tenant has expended nine dollars ($9.00) per square foot above the Landlord Allowance, Landlord shall reimburse Tenant ninety cents (904) per square foot of stock shall be deemed a Transfer under this Article 6the entire Leased Premises in each full Lease Year remaining of the Initial Term.

Prohibition. (a) Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant, without, in each case, the prior written consent of Landlord (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made Landlord, which consent shall not be unreasonably withheld or sought to be made is hereinafter sometimes referred to as a “Transferee”)delayed. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s 's behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be a Transfer an assignment of this Lease and subject to the provisions of this Article 6. A Transfer under The provisions of this Article 6 paragraph (a) shall also include apply to a sale or other transfer (by one or more transfers) of any a controlling portion of or interest in the following: the voting stock, partnership interests, membership or other equity interests in Tenant (or any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) which results in a change interests or other evidences of control equity interests of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the assets of Tenant, as if such transfer were an assignment of this Lease. Notwithstanding the foregoing, : provided that if equity interests in Tenant at any time are or become traded on a national securities exchange (as defined in the Securities Exchange Act of 1934)public stock exchange, the transfer of equity interests in Tenant on a national securities public stock exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be deemed a Transfer under this Article 6.

Prohibition. (a) a. Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant, without, in each caseinstance, having first received the prior express written consent of Landlord which, in the case of any subletting (except to another tenant in the Building or other buildings owned by Landlord or its beneficiaries), will not be unreasonably conditioned, delayed or withheld. In all other cases, Landlord’s consent may be withheld in its sole discretion. The foregoing restrictions shall not be applicable to an assignment of this Lease or a subletting of the Premises by Tenant to a subsidiary wholly-owned by Tenant, a controlling corporation (which owns all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”outstanding stock of Tenant). Without limiting the foregoing, any agreement pursuant other corporation, the stock in which is wholly-owned by the stockholders of Tenant, a successor to which: (x) Tenant is relieved from the obligation to payby merger or consolidation, or a third party agrees to pay on Tenant’s behalf, the purchase of all or any portion substantially all of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be a Transfer of this Lease and subject to the provisions of this Article 6. A Transfer under this Article 6 shall also include a sale or other transfer (by one or more transfers) of any of the following: the voting stock, partnership interests, membership or other equity interests in Tenant (or any other mechanism such as the issuance of additional capital stock or the creation of additional partnership or membership interests) which results in a change of control of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the assets of Tenant, provided that the successor or purchaser, as if the case may be, (a) continues to operate the business of Tenant from the Premises as a going concern and (b) has a net worth after such transfer were an assignment transaction at least equal to Tenant’s net worth as of the date of this Lease. Notwithstanding Lease (each a “Tenant Affiliate”); provided that Tenant shall prior to the foregoingeffective date of such assignment provide to Landlord evidence reasonably satisfactory to Landlord that, if equity interests in Tenant at any time are or become traded on a national securities exchange (as defined in of the Securities Exchange Act date of 1934)such assignment, the transfer assignee shall have a net worth equal to or greater than that of equity interests in Tenant on Tenant. It shall be a national securities exchange shall not be deemed an assignment within condition of the meaning validity of this Article; providedany assignment, howeverwhether with the consent of Landlord or to a subsidiary or controlling corporation, that if the assignee agrees directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the obligations of Tenant is a corporation hereunder including, without limitation, the outstanding stock of which is listed on a national securities exchange, then any private purchase covenant against further assignment and subletting. No assignment or buyout of stock subletting shall be deemed a Transfer under this Article 6relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor.

Prohibition. (a) 1)Except as expressly provided herein, Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledgedpledged or encumbered, encumbered whether voluntarily, involuntarily, by operation of law or otherwise. In addition, except as expressly provided herein, Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a the Permitted Use, or be sublet (which termterm shall include, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant, without, in each case, the prior written consent of Landlord (all of the foregoing actions described in this sentence are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). Without limiting the foregoing, any agreement pursuant to which: (xa) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Base Rent or Additional Rent under this Lease; and/or (yb) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be a Transfer of this Lease and subject to the provisions of this Article 6Section 17. A Transfer under this Article 6 Section 17 shall also include a sale or other transfer (by one or more transfers) of any of the following: the voting stock, partnership interests, membership or other equity interests in Tenant (or any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) which results in a change of control of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the assets of Tenant, as if such transfer were an assignment of this Lease. Notwithstanding the foregoing, if equity interests in Tenant at any time are or become traded on a national securities exchange (as defined in the Securities Exchange Act of 1934), the transfer of equity interests in Tenant on a national securities exchange shall not be deemed an assignment within the meaning of this ArticleSection; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be deemed a Transfer under this Article 6Section 17.

Prohibition. (a) Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which termshall not, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant, without, in each case, the prior written consent of Landlord (all Landlord, assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer this Lease or any interest herein, permit any assignment or other transfer of this Lease by operation of law, sublet the Premises or any part thereof, or permit the use of the foregoing are hereinafter sometimes referred to collectively as “Premises by any persons other than Tenant and Tenant's Representatives (collectively, "Transfers” " and any person entity to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). Without limiting the foregoing, No consent to any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or Transfer shall constitute a third party agrees to pay on Tenant’s behalf, all or any portion waiver of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be a Transfer provisions of this Lease Section 14, and all subsequent Transfers may be made only with the prior written consent of Landlord, which consent shall not be unreasonably withheld, but which consent shall be subject to the provisions of this Article 6Section 14. A Transfer Notwithstanding anything to the contrary contained in this Section 14, an assignment or sublease of all or a portion of the Premises to (1) an entity which is controlled by, controls, or is under this Article 6 shall also include common control with, Tenant, or (2) a sale successor entity (whether by merger, consolidation or other transfer (by one or more transfers) non-bankruptcy reorganization of any of the following: the voting stock, partnership interests, membership or other equity interests in Tenant (or any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) which results in a change of control of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%Tenant) or more of the assets which acquires all or substantially all of Tenant, ’s assets (both (1) and (2) shall be referred to as if such transfer were an assignment of this Lease. Notwithstanding the foregoing, if equity interests in Tenant at any time are or become traded on a national securities exchange (as defined in the Securities Exchange Act of 1934“Affiliate”), the transfer of equity interests in Tenant on a national securities exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be deemed a Transfer under this Article 6Section 14, and shall accordingly not require Landlord’s consent or payment of any amount to Landlord, provided that (a) Tenant promptly notifies Landlord of any such assignment or sublease at least twenty (20) days prior to such assignment or sublease (or if the assignment to an Affiliate is deemed confidential and is not disclosed to the public prior to closing of the transaction, within five (5) business days after the closing of the transaction), (b) Tenant promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease or the Affiliate, (c) the Affiliate agrees in writing to be bound by all of the terms and conditions of this Lease, (d) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (e) such Affiliate shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (the “Net Worth”) at least equal to the Net Worth immediately prior to the applicable event set forth in subsection (1) or (2) above. “Control,” as used in this Section 14.1, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interests in an entity.

Prohibition. (a) Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or without, in each case, the prior written consent of Landlord. Tenant agrees that the Premises shall not be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant, without, in each case, the Tenant without first giving prior written notice to Landlord. Landlord agrees to either grant or withhold its consent (and specify reasons for withholding its consent) within twenty (20) days of Landlord (all receipt of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”)request for consent. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s 's behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be a Transfer an assignment of this Lease and subject to the provisions of this Article 6. A Transfer under The provisions of this Article 6 paragraph (a) shall also include apply to a sale or other transfer (by one or more transfers) of any a controlling portion of or interest in the following: the voting stock, partnership interests, membership or other equity interests in Tenant (or any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) which results in a change interests or other evidences of control equity interests of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the assets of Tenant, as if such transfer were an assignment of this Lease. Notwithstanding the foregoing, ; provided that if equity interests in Tenant at any time are or become traded on a national securities exchange (as defined in the Securities Exchange Act of 1934)public stock exchange, the transfer of equity interests in Tenant on a national securities public stock exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be deemed a Transfer under this Article 6.

Prohibition. (a) Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant, without, in each case, the prior written consent of Landlord (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made which consent shall not be unreasonably withheld, conditioned or sought to be made is hereinafter sometimes referred to as a “Transferee”)delayed. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s 's behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be a Transfer an assignment of this Lease and subject to the provisions of this Article ARTICLE 6. A Transfer under The provisions of this Article 6 PARAGRAPH (A) shall also include apply to a sale or other transfer (by one or more transfers) of any a controlling portion of or interest in the following: the voting stock, partnership interests, membership or other equity interests in Tenant (or any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) which results in a change interests or other evidences of control equity interests of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the assets of Tenant, as if such transfer were an assignment of this Lease. Notwithstanding the foregoing, ; provided that if equity interests in Tenant at any time are or become traded on a national securities exchange (as defined in the Securities Exchange Act of 1934)public stock exchange, the transfer of equity interests in Tenant on a national securities public stock exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be deemed a Transfer under this Article 6.

Prohibition. (a) Neither Tenant covenants and agrees that neither nor its successors or assigns shall transfer, assign, mortgage or encumber this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarilyLease, by operation of law or otherwise, and that neither or sublet or permit the Premises nor Leased Premises, or any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenantthereof, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which termothers, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant, without, in each case, the prior written consent of Landlord (all which shall not be unreasonably withheld, conditioned or delayed, subject to the terms hereof. If Tenant is a corporation, any transfer of any of Tenant's issued and outstanding capital stock or any issuance of additional capital stock, as a result of which the majority of the foregoing are hereinafter sometimes referred to collectively as “Transfers” issued and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). Without limiting the foregoing, any agreement pursuant to which: (x) outstanding capital stock of Tenant is relieved from the obligation to payheld by a corporation, firm, or person or persons who do not hold a third party agrees to pay on Tenant’s behalf, all or any portion majority of the Basic Rent or Additional Rent issued and outstanding capital stock of Tenant on the date hereof, shall be deemed an assignment under this LeaseSection 14; and/or (y) a third party undertakes or is granted by or on behalf except, Landlord's consent shall not be required in connection with an assignment of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet of all or any a portion of the PremisesLeased Premises to any subsidiary, shall for affiliate or controlled corporation, or to any corporation into which Tenant may be converted or to with which it may merge, or to a purchaser of substantially all purposes hereof be deemed of Tenant's assets, or to be a Transfer of this Lease and subject to the provisions of this Article 6. A Transfer under this Article 6 shall also include a sale any subsidiary or other transfer (by one affiliated or more transfers) of any of the following: the voting stock, partnership interests, membership or other equity interests in Tenant (or any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) which results in a change of control of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the assets parent company of Tenant, so long as if such transfer were an assignment successor uses the premises only for uses permitted under this Lease [and so long as such successor possesses at least substantially equivalent net worth as of the date of this Lease]. Notwithstanding the foregoing, if equity interests in Tenant at any time are or become traded on a national securities exchange (as defined lieu of its consent when required hereunder in the Securities Exchange Act of 1934), the transfer of equity interests in Tenant on a national securities exchange shall not be deemed connection with an assignment within the meaning of this Article; providedLease or a sublease of all or part of the Leased Premises to a non-affiliated entity, howeverEXCEPT FOR A SUBLEASE OF LESS THAN TWENTY PERCENT (20%) OF THE LEASED PREMISES FOR A TERM EQUAL TO OR LESS THAN FIVE (5) YEARS, that if Landlord shall have the right, exercisable within ten (10) days of Tenant's request, to recapture the Leased Premises to be assigned, or portion to be sublet from Tenant is a corporation the outstanding stock of which is listed on a national securities exchangeand, then any private purchase or buyout of stock in such event, Tenant shall be deemed released from liability proportionately. In the event of an approved subletting of all or a Transfer portion of the Leased Premises, any profit, net of subletting expenses, shall be shared equally by the parties, payable as received. Any attempted transfer, assignment, subletting, mortgaging or encumbering of this Lease in violation of the foregoing shall be void and confer no rights upon any third person. No permitted assignment or subletting shall relieve Tenant of any of its obligations under this Article 6.this

Prohibition. (a) Except as expressly provided in this Section 7.1, Tenant ------------ covenants and agrees that neither this Lease nor the term Term and estate hereby granted, nor any interest herein or therein, will be assignedassigned (collaterally, conditionally or otherwise), mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises Premises, nor any part thereof thereof, will be encumbered in any manner by reason of any act or omission negligence on the part of Tenant, or used or occupied occupied, or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a the Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses licenses, use and occupancy agreements and the like) in whole or in part, or be offered or advertised for assignment or subletting sublease by Tenant or any person acting on behalf of Tenant, without, without in each case, the prior written consent of Landlord (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”)Landlord. Without limiting the foregoing, any agreement pursuant to whichagreement: (x) which purports to relieve Tenant is relieved from the obligation to pay, or pursuant to which a third party agrees to pay on Tenant’s 's behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) pursuant to which a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or to sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be a Transfer an assignment of this Lease and subject to the provisions of this Article 6ARTICLE 7. A Transfer under Any contrary provision of this Article 6 Lease notwithstanding, Tenant shall also include a sale have the right to assign this Lease, voluntarily or other transfer (by one operation of law, or more transfers) of sublet all or any portion of the following: Premises to, or permit the occupancy of all or any portion of the Premises by, (i) any business organization controlling, controlled by, or under common control with, Tenant, (ii) any business organization into or with which Tenant merges, or (iii) any business organization acquiring all or substantially all of Tenant's assets (any such assignment, sublet or occupancy being hereinafter called an "Affiliated Transfer"). For the purposes hereof, "control" shall mean having 51% of the voting stock, partnership interests, membership rights or other equity interests in Tenant (or any other mechanism such as the issuance of additional voting stock or the creation of additional partnership or membership interests) which results in a change of control of Tenant or a sale or such other transfer (in one or more transfers) of fifty percent (50%) or more of the assets of Tenant, as if such transfer were an assignment of this Lease. Notwithstanding the foregoing, if equity interests in Tenant at any time are or become traded on a national securities exchange (as defined in the Securities Exchange Act of 1934), the transfer of equity interests in Tenant on a national securities exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be deemed a Transfer under this Article 6entity.

Prohibition. (a) Except as expressly permitted in this Article 6, Tenant ----------- covenants and agrees that whether voluntarily, involuntarily, by operation of law or otherwise neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant, without, in each case, the prior written consent of Landlord (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”)subletting. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s 's behalf, all or any portion of the Basic Rent Rent, Escalation Charges or Additional Rent other charges due under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be a Transfer an assignment of this Lease and subject to the provisions of this Article 6. A Transfer under Unless Tenant shall be a corporation whose stock is publicly traded on the New York or American Stock Exchange, or on the NASDAQ system or another nationally recognized securities exchange that is regulated by the Securities and Exchange Commission, the provisions of this Article 6 paragraph (a) shall also include apply to a sale or other transfer (by one or more transfers) of any of the following: the voting stock, partnership interests, membership or other equity interests in Tenant (or any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) which results in a change of control of Tenant or a sale or other transfer (in one or more transfers) of fifty twenty percent (5020%) or more of the assets stock or partnership interests or other evidences of Tenant, ownership of Tenant as if such transfer were an assignment of this Lease. Notwithstanding the foregoing, if equity interests in Tenant at any time are or become traded on a national securities exchange (as defined in the Securities Exchange Act of 1934), the transfer of equity interests in Tenant on a national securities exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be deemed a Transfer under this Article 6.

Prohibition. (a) Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant, without, in each case, the prior written consent of Landlord Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, subject to the terms and conditions of Section 6.2 below (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be a Transfer of this Lease and subject to the provisions of this Article 6. A Transfer under this Article 6 shall also include a sale or other transfer (by one or more transfers) of any of the following: the voting stock, partnership interests, membership or other equity interests in Tenant (or any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) which results in a change of control of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the assets of Tenant, as if such transfer were an assignment of this Lease. Notwithstanding the foregoing, if equity interests in Tenant at any time are or become traded on a national securities exchange (as defined in the Securities Exchange Act of 1934), the transfer of equity interests in Tenant on a national securities exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be deemed a Transfer under this Article 6.

Prohibition. (a1) Except as expressly provided herein, Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledgedpledged or encumbered, encumbered whether voluntarily, involuntarily, by operation of law or otherwise. In addition, except as expressly provided herein, Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a the Permitted Use, or be sublet (which termterm shall include, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant, without, in each case, the prior written consent of Landlord (all of the foregoing actions described in this sentence are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). Without limiting the foregoing, any agreement pursuant to which: (xa) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Base Rent or Additional Rent under this Lease; and/or (yb) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof here of be deemed to be a Transfer of this Lease and subject to the provisions of this Article 6Section 17. A Transfer under this Article 6 Section 17 shall also include a sale or other transfer (by one or more transfers) of any of the following: the voting stock, partnership interests, membership or other equity interests in Tenant (or any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) which results in a change of control of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the assets of Tenant, as if such transfer were an assignment of this Lease. Notwithstanding the foregoing, if equity interests in Tenant at any time are or become traded on a national securities exchange (as defined in the Securities Exchange Act of 1934), the transfer of equity interests in Tenant on a national securities exchange shall not be deemed an assignment within the meaning of this ArticleSection; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be deemed a Transfer under this Article 6Section 17.

Prohibition. (a) Except as otherwise provided in this Article VI, Tenant covenants and agrees that whether voluntarily, involuntarily, by operation of law or otherwise neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant, without, in each case, the prior written consent of Landlord (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”)Landlord. Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s 's behalf, all or any portion of the Basic Rent Rent, Escalation Charges or Additional Rent other charges due under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be a Transfer an assignment of this Lease and subject to the provisions of this Article 6VI. A Transfer under The provisions of this Article 6 paragraph (a) shall also include apply to a sale or other transfer (by one or more transfers) of any a majority of the following: the voting stock, stock or partnership interests, membership interests or other equity interests in Tenant (or any other mechanism such as the issuance evidences of additional stock or the creation of additional partnership or membership interests) which results in a change of control ownership of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the assets of Tenant, as if such transfer were an assignment of this Lease. Notwithstanding the foregoing, if equity interests in Tenant at except any time are or become traded such transfer occurring on a national securities exchange (as defined in the Securities Exchange Act of 1934), the transfer of equity interests in Tenant on a national securities exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding recognized public stock of which is listed on a national securities exchange, then or any private purchase or buyout such transfer complying with the provisions of stock shall be deemed a Transfer under this Article 6paragraph (b) below.

Prohibition. (a) a. Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant, without, in each caseinstance, having first received the prior express written consent of Landlord which, in the case of any subletting (all of except to another tenant in the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). Without limiting the foregoing, any agreement pursuant to which: (x) Tenant is relieved from the obligation to pay, or a third party agrees to pay on Tenant’s behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be a Transfer of this Lease and subject to the provisions of this Article 6. A Transfer under this Article 6 shall also include a sale Building or other transfer (buildings owned by one Landlord or more transfers) of any of the following: the voting stockits beneficiaries), partnership interestswill not be unreasonably withheld, membership conditioned or delayed. In all other equity interests cases, Landlord's consent may be withheld in Tenant (or any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) which results in a change of control of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the assets of Tenant, as if such transfer were its sole discretion. The foregoing restrictions shall not be applicable to an assignment of this Lease. Notwithstanding Lease or a subletting of the foregoingPremises by Tenant to (i) a subsidiary wholly owned by Tenant, if equity interests in Tenant at any time are or become traded on (ii) a national securities exchange controlling corporation (as defined in the Securities Exchange Act which owns a majority of 1934), the transfer of equity interests in Tenant on a national securities exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding stock of Tenant), (iii) or any other corporation, the stock in which is listed on wholly owned by the stockholders of Tenant or (iv) to any entity resulting from a national securities exchangesale, then any private purchase buy-out, merger or buyout consolidation with Tenant (each of stock the entities described in the foregoing clauses (i)-(iv) being referred to herein as an "Affiliate") provided that Tenant shall prior to the effective date of such assignment provide to Landlord evidence reasonably satisfactory to Landlord that, as of the date of such assignment, the assignee shall have a net worth equal to or greater than that of Tenant as of the date of execution of this Lease. It shall be deemed a Transfer under condition of the validity of any assignment, whether with the consent of Landlord or to an Affiliate, that the assignee agrees directly with Landlord, by written instrument in form reasonably satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder including, without limitation, the provisions restricting assignment and subletting set forth in this Article 6VI. No assignment or subletting shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor.

Prohibition. (a) Except as expressly provided in this Section 6.1, Tenant covenants and agrees that neither this Lease nor the term Term and estate hereby granted, nor any interest herein or therein, will be assignedassigned (collaterally, conditionally or otherwise), mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by Tenant or any person acting on behalf of Tenant, without, in each case, the prior written consent of Landlord (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”)Landlord. Without limiting the foregoing, any agreement pursuant to whichagreement: (x) which purports to relieve Tenant is relieved from the obligation to pay, or pursuant to which a third party agrees to pay on Tenant’s 's behalf, all or any portion of the Basic Rent or Additional Rent under this Lease; and/or (y) pursuant to which a third party undertakes or is granted by or on behalf of Tenant the right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall for all purposes hereof be deemed to be a Transfer an assignment of this Lease and subject to the provisions of this Article ARTICLE 6. A Transfer under The provisions of this Article 6 paragraph (a) shall also include apply to a sale or other transfer (by one or more transfers) of any a controlling portion of or interest in the following: the voting stock, partnership interests, membership or other equity interests in Tenant (or any other mechanism such as the issuance of additional stock or the creation of additional partnership or membership interests) which results in a change interests or other evidences of control equity interests of Tenant or a sale or other transfer (in one or more transfers) of fifty percent (50%) or more of the assets of Tenant, as if such transfer were an assignment of this Lease. Notwithstanding the foregoing, ; provided that if equity interests in Tenant at any time are or become traded on a national securities exchange (as defined in the Securities Exchange Act of 1934)public stock exchange, the transfer of equity interests in Tenant on a national securities public stock exchange shall not be deemed an assignment within the meaning of this Article; provided, however, that if Tenant is a corporation the outstanding stock of which is listed on a national securities exchange, then any private purchase or buyout of stock shall be deemed a Transfer under this Article 6.