Common use of Prohibitions in General Clause in Contracts

Prohibitions in General. Except as provided below with respect to any Permitted Transfer (defined below), Lessee shall not (whether voluntarily, involuntarily or by operation of law) assign this Lease or allow all or any part of the Premises to be sublet without Lessor’s prior written consent in each instance, which consent shall not be unreasonably withheld or delayed, subject, nevertheless, to the provisions of this Article 13. Except for an allowed assignment or subletting pursuant to the previous sentence, Lessee shall not (whether voluntarily, involuntarily or by operation of law) (i) allow all or any part of the Premises to be occupied or used by any person or entity other than Lessee, (ii) transfer any right appurtenant to this Lease or the Premises, (iii) mortgage, hypothecate or encumber the Lease or Lessee’s interest in the Lease or Premises (or otherwise use the Lease as a security device) in any manner or (iv) permit any person to assume or succeed to any interest whatsoever in this Lease, without Lessor’s prior written consent in each instance, which consent may be withheld in Lessor’s reasonable discretion. Any assignment, sublease, hypothecation, encumbrance, or transfer (individually and collectively, a “Transfer”) in violation of this Article 13 shall constitute a default by Lessee and shall be voidable. Lessor’s consent to any one Transfer shall not constitute a waiver of the provisions of this Article 13 as to any subsequent Transfer nor a consent to any subsequent Transfer. The provisions of this Article 13a. expressly apply to all heirs, successors, sublessees, assigns and transferees of Lessee. If Lessor consents to a proposed Transfer or there is a Permitted Transfer, such Transfer shall be valid and the transferee shall have the right to take possession of the Premises only if the Assumption Agreement described in Article 13c. below is executed and delivered to Lessor, Lessee has paid the costs and fees described in Article 13i. below and an executed counterpart of the assignment, sublease or other document evidencing the Transfer is delivered to Lessor and such transfer document contains the same terms and conditions as stated in Lessee’s notice given to Lessor pursuant to Article 13d. below, except for any such modifications Lessor has consented to in writing. The acceptance of Rentals by Lessor from any person or entity other than Lessee shall not be deemed to be a waiver by Lessor of any provision of this Lease or to be a consent to any Transfer.

Prohibitions in General. Except as provided below with respect to any Permitted Transfer (defined below), Lessee shall not (whether voluntarily, involuntarily involuntarily, or by operation of law) assign this Lease or allow all or any part of the Premises to be sublet sublet, without Lessor’s 's prior written consent in each instance, which consent shall not be unreasonably withheld or delayedwithheld, subject, nevertheless, to the provisions of this Article 13. Except for Notwithstanding anything to the contrary contained herein, Lessee shall have the right without Lessor's prior consent and without being subject to Article 13.e. or 13.g. below, but upon not less than fifteen (15) days prior written notice to Lessor, to assign this Lease or sublet the Premises to any entity (i) controlling, controlled by or having fifty percent (50%) or more common control with Lessee, or (ii) resulting from a merger or consolidation with Lessee or acquiring substantially all of the assets and/or substantially all of the stock of Lessee; provided that any such entity shall have a tangible net worth no less than Lessee's tangible net worth as of the execution of this Lease, such entity shall replace the Letter of Credit (if necessary) or post a cash Security Deposit in the then applicable LC Amount in accordance with Article 6 above, and such entity shall assume the obligations and liabilities of Lessee under this Lease, and no such assignment or sublease shall in any manner release Lessee from its primary liability under this Lease. For all purposes of this Lease, a "Permitted Transferee" shall mean an allowed assignee or subtenant of Lessee under an assignment or subletting which is permitted without Lessor's prior consent pursuant to the previous sentenceclause (i) or (ii) above. Except as otherwise specifically provided in this Article 13, Lessee shall not (whether voluntarily, involuntarily involuntarily, or by operation of law) (i1) allow all or any part of the Premises to be occupied or used by any person or entity other than Lessee, (ii2) transfer any right appurtenant to this Lease or the Premises, (iii3) mortgage, hypothecate or encumber the Lease or Lessee’s 's interest in the Lease or Premises (or otherwise use the Lease as a security device) in any manner manner, or (iv4) permit any person to assume or succeed to any interest whatsoever in this Lease, without Lessor’s 's prior written consent in each instance, which consent may be withheld in Lessor’s reasonable 's sole and absolute discretion. Any assignment, sublease, hypothecation, encumbrance, or transfer (individually and collectively, a “Transfer”) in violation of this Article 13 shall constitute a default by Lessee and shall be voidable. Lessor’s consent to any one Transfer shall not constitute a waiver of the provisions of this Article 13 as to any subsequent Transfer nor a consent to any subsequent Transfer. The provisions of this Article 13a. expressly apply to all heirs, successors, sublessees, assigns and transferees of Lessee. If Lessor consents to a proposed Transfer or there is a Permitted Transfer, such Transfer shall be valid and the transferee shall have the right to take possession of the Premises only if the Assumption Agreement described in Article 13c. below is executed and delivered to Lessor, Lessee has paid the costs and fees described in Article 13i. below and an executed counterpart of the assignment, sublease or other document evidencing the Transfer is delivered to Lessor and such transfer document contains the same terms and conditions as stated in Lessee’s notice given to Lessor pursuant to Article 13d. below, except for any such modifications Lessor has consented to in writing. The acceptance of Rentals by Lessor from any person or entity other than Lessee shall not be deemed to be a waiver by Lessor of any provision of this Lease or to be a consent to any Transfer.

Prohibitions in General. Except as provided below with respect to any Permitted Transfer (defined below), Lessee shall not (whether voluntarily, involuntarily involuntarily, or by operation of law) assign this Lease or allow all or any part of the Premises to be sublet sublet, without Lessor’s prior written consent in each instance, which consent shall not be unreasonably withheld or delayedwithheld, subject, nevertheless, to the provisions of this Article 13. Notwithstanding anything to the contrary contained herein, Lessee shall have the right without Lessor’s prior consent and without being subject to Article 13.e. or 13g. below, but upon not less than fifteen (15) days prior written notice to Lessor, to assign this Lease or sublet the Premises to any entity (i) controlling, controlled by or having fifty percent (50%) or more common control with Lessee, or (ii) resulting from a merger or consolidation with Lessee or acquiring all or substantially all of the assets and/or stock of Lessee; provided that any such entity shall have a tangible net worth sufficient to satisfy all of Lessee’s lease obligations hereunder, and shall assume the obligations and liabilities of Lessee under this Lease accruing from and after the date of the assignment of Lessee’s interest in this Lease (or such obligations and liabilities as are to be performed by the sublessee under the terms of the applicable sublease in the event of a sublease), and no such assignment or sublease shall in any manner release Lessee from its primary liability under this Lease (any assignee or sublessee pursuant to an assignment or subletting permitted without the prior consent of Lessor pursuant to the provisions of this sentence is referred to in this Lease as a “Permitted Transferee”). Except for an allowed assignment or subletting pursuant to the previous sentenceforegoing provisions of this Article 13.a., Lessee shall not (whether voluntarily, involuntarily involuntarily, or by operation of law) (i) allow all or any part of the Premises to be occupied or used by any person or entity other than Lessee, (ii) transfer any right appurtenant to this Lease or the Premises, (iii) mortgage, hypothecate or encumber the Lease or Lessee’s interest in the Lease or Premises (or otherwise use the Lease as a security device) in any manner manner, or (iv) permit any person to assume or succeed to any interest whatsoever in this Lease, without Lessor’s prior written consent in each instance, which consent may be withheld in Lessor’s reasonable sole and absolute discretion. Any assignment, sublease, hypothecation, encumbrance, or transfer (individually and collectively, a collectively “Transfer”) in violation of this Article 13 without Lessor’s consent shall constitute a default by Lessee and shall be voidable. Lessor’s consent to any one Transfer shall not constitute a waiver of the provisions of this Article 13 as to any subsequent Transfer nor a consent to any subsequent Transfer. The provisions of this Article 13asubsection 13.a. expressly apply to all heirs, successors, sublessees, assigns and transferees of Lessee. If Lessor consents to a proposed Transfer or there is a Permitted Transfer, such Transfer shall be valid and the transferee shall have the right to take possession of the Premises only if the Assumption Agreement described in Article 13csubsection 13.c. below is executed and delivered to Lessor, Lessee has paid the costs and fees described in Article 13isubsection 13.i. below below, and an executed counterpart of the assignment, sublease or other document evidencing the Transfer is delivered to Lessor and such transfer document contains the same terms and conditions as stated in Lessee’s notice given to Lessor pursuant to Article 13dsubsection 13.d. below, except for any such modifications Lessor has consented to in writing. The acceptance of Rentals by Lessor from any person or entity other than Lessee shall not be deemed to be a waiver by Lessor of any provision of this Lease or to be a consent to any Transfer.

Prohibitions in General. Except as provided below with respect to any Permitted Transfer (defined below), Lessee shall not (whether voluntarily, involuntarily involuntarily, or by operation of law) assign this Lease or allow all or any part of the Premises to be sublet sublet, without Lessor’s prior written consent in each instance, which consent shall not be unreasonably withheld or delayedwithheld, subject, nevertheless, to the provisions of this Article 13. Notwithstanding anything to the contrary contained herein, Lessee shall have the right without Lessor’s prior consent and without being subject to Article 13.e. or l3.g. below, but upon not less than fifteen (15) days prior written notice to Lessor, to assign this Lease or sublet the Premises to any entity (i) controlling, controlled by or having fifty percent (50%) or more common control with Lessee, or (ii) resulting from a merger or consolidation with Lessee or acquiring all of the assets and/or stock of Lessee; provided that any such entity shall have a tangible net worth no less than the greater of Lessee’s tangible net worth as of the execution of this Lease or the time of such proposed assignment or subletting, and shall assume the obligations and liabilities of Lessee under this Lease, and no such assignment or sublease shall in any manner release Lessee from its primary liability under this Lease. Except for an allowed assignment or subletting pursuant to the previous sentenceforegoing provisions of this Article l3.a., Lessee shall not (whether voluntarily, involuntarily involuntarily, or by operation of law) (i) allow all or any part of the Premises to be occupied or used by any person or entity other than Lessee, (ii) transfer any right appurtenant to this Lease or the Premises, (iii) mortgage, hypothecate or encumber the Lease or Lessee’s interest in the Lease or Premises (or otherwise use the Lease as a security device) in any manner manner, or (iv) permit any person to assume or succeed to any interest whatsoever in this Lease, without Lessor’s prior written consent in each instance, which consent may be withheld in Lessor’s reasonable sole and absolute discretion. Any assignment, sublease, hypothecation, encumbrance, or transfer (individually and collectively, a collectively “Transfer”) in violation of this Article 13 without Lessor’s consent shall constitute a default by Lessee and shall be voidable. Lessor’s consent to any one Transfer shall not constitute a waiver of the provisions of this Article 13 as to any subsequent Transfer nor a consent to any subsequent Transfer. The provisions of this Article 13asubsection l3.a. expressly apply to all heirs, successors, sublessees, assigns and transferees of Lessee. If Lessor consents to a proposed Transfer or there is a Permitted Transfer, such Transfer shall be valid and the transferee shall have the right to take possession of the Premises only if the Assumption Agreement described in Article 13csubsection l3.c. below is executed and delivered to Lessor, Lessee has paid the costs and fees described in Article 13isubsection 13.i. below below, and an executed counterpart of the assignment, sublease or other document evidencing the Transfer is delivered to Lessor and such transfer document contains the same terms and conditions as stated in Lessee’s notice given to Lessor pursuant to Article 13dsubsection 13.d. below, except for any such modifications Lessor has consented to in writing. The acceptance of Rentals by Lessor from any person or entity other than Lessee shall not be deemed to be a waiver by Lessor of any provision of this Lease or to be a consent to any Transfer.

Prohibitions in General. Except as provided below in connection with respect to any a Permitted Transfer (defined below), Lessee shall not (whether voluntarily, involuntarily involuntarily, or by operation of law) assign this Lease or allow all or any part of the Premises to be sublet sublet, without Lessor’s prior written consent in each instance, which consent shall not be unreasonably withheld or delayedwithheld, subject, nevertheless, to the provisions of this Article 13. Notwithstanding anything to the contrary contained in this Lease, Lessee shall have the right without Lessor’s prior consent and without being subject to Article 13.e. below, but upon not less than fifteen (15) days prior written notice to Lessor, to assign this Lease or sublet the Premises to any entity (i) controlling, controlled by or having fifty percent (50%) or more common control with Lessee, or (ii) resulting from a merger or consolidation with Lessee or acquiring substantially all of the assets and/or substantially all of the stock of Lessee; provided that any such entity shall assume the obligations and liabilities of Lessee under this Lease (or such of such obligations and liabilities as are to be performed by the sublessee under the terms of the applicable sublease in the event of a sublease), and no such assignment or sublease shall in any manner release Lessee from its primary liability under this Lease (except in the case of an assignment to the surviving entity in a merger or consolidation transaction permitted pursuant to the foregoing provisions of this sentence where the prior “Lessee” does not survive such merger or consolidation transaction). For all purposes of this Lease, a “Permitted Transfer” shall mean an assignment or subletting by Lessee which is permitted without Lessor’s prior consent pursuant to clause (i) or (ii) above, and any sale or transfer of the memberships, interest or stock of Lessee if (1) such sale or transfer occurs in connection with any bona fide financing or capitalization for the benefit of Lessee and Lessee’s net worth immediately after such sale or transfer is no less than Lessee’s net worth immediately prior to such sale or transfer, or (2) Lessee is, or in connection with the proposed transfer becomes, a publicly traded entity. Except for an allowed assignment or subletting pursuant to the previous sentenceforegoing provisions of this paragraph, Lessee shall not (whether voluntarily, involuntarily involuntarily, or by operation of law) (iiii) allow all or any part of the Premises to be occupied or used by any person or entity other than Lessee, (iiiv) transfer any right appurtenant to this Lease or the Premises, (iiiv) mortgage, hypothecate or encumber the Lease or Lessee’s interest in the Lease or Premises (or otherwise use the Lease as a security device) in any manner manner, or (ivvi) permit any person to assume or succeed to any interest whatsoever in this Lease, without Lessor’s prior written consent in each instance, which consent may be withheld in Lessor’s reasonable sole and absolute discretion. Any assignment, sublease, hypothecation, encumbrance, or transfer (individually and collectively, a collectively “Transfer”) in violation of this Article 13 without Lessor’s consent shall constitute a default by Lessee and shall be voidable. Lessor’s consent to any one Transfer shall not constitute a waiver of the provisions of this Article 13 as to any subsequent Transfer nor a consent to any subsequent Transfer. The provisions of this Article 13asubsection 13.a. expressly apply to all heirs, successors, sublessees, assigns and transferees of Lessee. If Lessor consents to a proposed Transfer or there is a Permitted Transfer, such Transfer shall be valid and the transferee shall have the right to take possession of the Premises only if the Assumption Agreement described in Article 13csubsection 13.c. below is executed and delivered to Lessor, Lessee has paid the costs and fees described in Article 13isubsection 13.i. below below, and an executed counterpart of the assignment, sublease or other document evidencing the Transfer is delivered to Lessor and such transfer document contains the same terms and conditions as stated in Lessee’s notice given to Lessor pursuant to Article 13dsubsection 13.d. below, except for any such modifications Lessor has consented to in writing. The acceptance of Rentals by Lessor from any person or entity other than Lessee shall not be deemed to be a waiver by Lessor of any provision of this Lease or to be a consent to any Transfer.

Prohibitions in General. Except as provided below with respect to any Permitted Transfer (defined below), Lessee Tenant shall not (whether voluntarily, involuntarily involuntarily, or by operation of law) assign this Lease or allow all or any part of the Premises to be sublet without Lessor’s Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld or delayedwithheld, subject, nevertheless, to the provisions of this Article 13. Except for an allowed assignment or subletting pursuant to the previous sentence, Lessee Tenant shall not (whether voluntarily, involuntarily involuntarily, or by operation of law) (i) allow all or any part of the Premises to be occupied or used by any person or entity other than LesseeTenant, (ii) transfer any right appurtenant to this Lease or the Premises, (iii) mortgage, hypothecate or encumber the Lease or Lessee’s Tenant's interest in the Lease or Premises (or otherwise use the Lease as a security device) in any manner manner, or (iv) permit any person to assume or succeed to any interest whatsoever in this Lease, without Lessor’s Landlord's prior written consent in each instance, which consent may be withheld in Lessor’s reasonable Landlord's sole and absolute discretion. Any assignment, sublease, hypothecation, encumbrance, or transfer (individually and collectively, a “"Transfer”") in violation of this Article 13 without Landlord's consent shall constitute a default by Lessee Tenant and shall be voidable. Lessor’s Landlord's consent to any one Transfer shall not constitute a waiver of the provisions of this Article 13 as to any subsequent Transfer nor a consent to any subsequent Transfer. The provisions of this Article 13a. expressly apply to all heirs, successors, sublessees, assigns and transferees of LesseeTenant. If Lessor Landlord consents to a proposed Transfer or there is a Permitted Transfer, such Transfer shall be valid and the transferee shall have the right to take possession of the Premises only if the Assumption Agreement described in Article 13c. below is executed and delivered to LessorLandlord, Lessee Tenant has paid the costs and fees described in Article 13i13h. below below, and an executed counterpart of the assignment, sublease or other document evidencing the Transfer is delivered to Lessor Landlord and such transfer document contains the same terms and conditions as stated in Lessee’s Tenant's notice given to Lessor Landlord pursuant to Article 13d. below, except for any such modifications Lessor Landlord has consented to in writing. The acceptance of Rentals by Lessor Landlord from any person or entity other than Lessee Tenant shall not be deemed to be a waiver by Lessor Landlord of any provision of this Lease or to be a consent to any Transfer.

Prohibitions in General. Except as provided below with respect to any Permitted Transfer (defined below), Lessee shall not (whether voluntarily, involuntarily or by operation of law) assign this Lease or allow all or any part of the Premises to be sublet without Lessor’s prior written consent in each instanceinvoluntarily, which consent shall not be unreasonably withheld or delayed, subject, nevertheless, to the provisions of this Article 13. Except for an allowed assignment or subletting pursuant to the previous sentence, Lessee shall not (whether voluntarily, involuntarily or by operation of law) (i) assign or transfer Lessee's interest in this Lease or in The Premises, (ii) allow all or any part of the The Premises to be occupied sublet, occupied, or used by any person or entity other than Lessee, (iiiii) transfer any right appurtenant to this Lease or the The Premises, (iiiiv) mortgage, hypothecate mortgage or encumber the Lease or Lessee’s interest in the Lease or Premises (or otherwise use the Lease as a security device) in any manner manner, or (ivv) permit any person to assume or succeed to any interest whatsoever in this Lease, without Lessor’s 's prior written consent in each instance. Provided that Lessee is not in default under this Lease, which if Lessor has not exercised its rights under Subsections 22(f(i) or (ii), Lessor shall not unreasonably withhold its consent may be withheld to a sublease of the Premises subject, nevertheless, to the restrictions limitations and conditions set forth in this Paragraph 22. Lessor’s reasonable discretion. Any 's consent to any such assignment, sublease, hypothecation, encumbrance, or transfer (individually and collectively, a “collectively "Transfer”") shall be evidenced by Lessor's signature in violation of this Article 13 the Assumption Agreement provided for in Subparagraph 22(c) below. Any Transfer without Lessor's consent shall constitute a default by Lessee and shall be voidablevoid. Lessor’s 's consent to any one Transfer shall not constitute a waiver of the provisions of this Article 13 Paragraph 22 as to any subsequent Transfer nor a consent to any subsequent Transfer; further, Lessor's consent to any one transfer shall not release Lessee from Lessee's obligations under this Lease. The provisions of this Article 13a. Subparagraph 22(a) expressly apply to all heirs, successors, sublessees, assigns and transferees of Lessee. If In the event Lessor consents to a proposed Transfer or there is a Permitted Transfer, such Transfer shall be valid and the transferee shall have the right to take possession of the The Premises only if the Assumption Agreement described in Article 13c. Subparagraph 22(c) below is executed and delivered to Lessor, . Lessee has shall have paid the costs and fees described in Article 13i. below Subparagraph 22(i) below, and an executed counterpart of the assignment, sublease or other document evidencing the Transfer is delivered to Lessor and such transfer Transfer document contains the same terms and conditions as stated in Lessee’s 's notice given to Lessor pursuant to Article 13d. Subparagraph 22(d) below, except for any such modifications Lessor has consented to in writing. The acceptance of Rentals by Lessor from any person or entity other than Lessee shall not be deemed to be a waiver by Lessor of any provision of this Lease or to be a consent to any Transferassignment or subletting.

Prohibitions in General. Except as provided below with respect to any Permitted Transfer (defined below), Lessee shall not (whether voluntarily, involuntarily involuntarily, or by operation of law) assign this Lease or allow all or any part of the Premises to be sublet sublet, without Lessor’s prior written consent in each instance, which consent shall not be unreasonably withheld or delayedwithheld, subject, nevertheless, to the provisions of this Article 13. Without limiting the generality of the foregoing, and provided that Lessee provides reasonable advance written notice thereof to Lessor, Lessee shall have the right to sublease one office within the Premises which is not separately demised from the remainder of the Premises and which is used for the permitted use under this Lease. Notwithstanding anything to the contrary contained herein, Lessee shall have the right without Lessor’s prior consent and without being subject to Article 13.e. or 13.g. below, but upon not less than twenty (20) days prior written notice to Lessor, to assign this Lease or sublet the Premises to any entity (i) controlling, controlled by or having fifty percent (50%) or more common control with Lessee, or (ii) resulting from a merger or consolidation with Lessee or acquiring substantially all of the assets and/or substantially all of the stock of Lessee; provided that any such entity shall have a tangible net worth reasonably sufficient to meet the financial requirements of this Lease, and shall assume the obligations and liabilities of Lessee under this Lease (or such of such obligations and liabilities as are to be performed by the sublessee under the terms of the applicable sublease in the event of a sublease), and no such assignment or sublease shall in any manner release Lessee from its primary liability under this Lease (except in the case of an assignment to the surviving entity in a merger or consolidation transaction permitted pursuant to the foregoing provisions of this sentence where the prior “Lessee” does not survive such merger or consolidation transaction). For all purposes of this Lease, a “Permitted Transfer” shall mean an assignment or subletting by Lessee which is permitted without Lessor’s prior consent pursuant to clause (i) or (ii) above. Except for an allowed assignment or subletting pursuant to the previous sentenceforegoing provisions of this paragraph, Lessee shall not (whether voluntarily, involuntarily involuntarily, or by operation of law) (i1) allow all or any part of the Premises to be occupied or used by any person or entity other than Lessee, (ii2) transfer any right appurtenant to this Lease or the Premises, (iii3) mortgage, hypothecate or encumber the Lease or Lessee’s interest in the Lease or Premises (or otherwise use the Lease as a security device) in any manner manner, or (iv4) permit any person to assume or succeed to any interest whatsoever in this Lease, without Lessor’s prior written consent in each instance, which consent may not be unreasonably withheld in Lessor’s reasonable discretionor delayed. Any assignment, sublease, hypothecation, encumbrance, or transfer other than a Permitted Transfer (individually and collectively, a collectively “Transfer”) in violation of this Article 13 without Lessor’s consent shall constitute a default by Lessee and shall be voidable. Lessor’s consent to any one Transfer shall not constitute a waiver of the provisions of this Article 13 as to any subsequent Transfer nor a consent to any subsequent Transfer. The provisions of this Article 13asubsection 13.a. expressly apply to all heirs, successors, sublessees, assigns and transferees of Lessee. If Lessor consents to a proposed Transfer or there is a Permitted Transfer, such Transfer shall be valid and the transferee shall have the right to take possession of the Premises only if the Assumption Agreement described in Article 13csubsection 13.c. below is executed and delivered to Lessor, Lessee has paid the costs and fees described in Article 13isubsection 13.i. below below, and an executed counterpart of the assignment, sublease or other document evidencing the Transfer is delivered to Lessor and such transfer document contains the same terms and conditions as stated in Lessee’s notice given to Lessor pursuant to Article 13dsubsection 13.d. below, except for any such modifications Lessor has consented to in writing. The acceptance of Rentals by Lessor from any person or entity other than Lessee shall not be deemed to be a waiver by Lessor of any provision of this Lease or to be a consent to any Transfer.

Prohibitions in General. Except as provided below with respect to any Permitted Transfer (defined below), Lessee shall not (whether voluntarily, involuntarily involuntarily, or by operation of law) assign this Lease or allow all or any part of the Premises to be sublet sublet, without Lessor’s prior written consent in each instance, which consent shall not be unreasonably withheld or delayedwithheld, subject, nevertheless, to the provisions of this Article 13. Notwithstanding anything to the contrary contained herein, Lessee shall have the right without Lessor’s prior consent and without being subject to Article 13.e. below, but upon not less than fifteen (15) days prior written notice to Lessor, to assign this Lease or sublet the Premises to any entity (i) controlling, controlled by or having fifty percent (50%) or more common control with Lessee, or (ii) resulting from a merger or consolidation with Lessee or acquiring substantially all of the assets and/or substantially all of the stock of Lessee; provided that any such entity shall assume the obligations and liabilities of Lessee under this Lease (or such of such obligations and liabilities as are to be performed by the sublessee under the terms of the applicable sublease in the event of a sublease), and no such assignment or sublease shall in any manner release Lessee from its primary liability under this Lease (except in the case of an assignment to the surviving entity in a merger or consolidation transaction permitted pursuant to the foregoing provisions of this sentence where the prior “Lessee” does not survive such merger or consolidation transaction). For all purposes of this Lease, a “Permitted Transfer” shall mean an assignment or subletting by Lessee which is permitted without Lessor’s prior consent pursuant to clause (i) or (ii) above. Except for an allowed assignment or subletting pursuant to the previous sentenceforegoing provisions of this paragraph, Lessee shall not (whether voluntarily, involuntarily involuntarily, or by operation of law) (iiii) allow all or any part of the Premises to be occupied or used by any person or entity other than Lessee, (iiiv) transfer any right appurtenant to this Lease or the Premises, (iiiv) mortgage, hypothecate or encumber the Lease or Lessee’s interest in the Lease or Premises (or otherwise use the Lease as a security device) in any manner manner, or (ivvi) permit any person to assume or succeed to any interest whatsoever in this Lease, without Lessor’s prior written consent in each instance, which consent may be withheld in Lessor’s reasonable sole and absolute discretion. Any assignment, sublease, hypothecation, encumbrance, or transfer (individually and collectively, a collectively “Transfer”) in violation of this Article 13 without Lessor’s consent shall constitute a default an Event of Default by Lessee and shall be voidable. Lessor’s consent to any one Transfer shall not constitute a waiver of the provisions of this Article 13 as to any subsequent Transfer nor a consent to any subsequent Transfer. The provisions of this Article 13asubsection 13.a. expressly apply to all heirs, successors, sublessees, assigns and transferees of Lessee. If Lessor consents to a proposed Transfer or there is a Permitted Transfer, such Transfer shall be valid and the transferee shall have the right to take possession of the Premises only if the Assumption Agreement described in Article 13csubsection 13.c. below is executed and delivered to Lessor, Lessee has paid the costs and fees described in Article 13isubsection 13.i. below below, and an executed counterpart of the assignment, sublease or other document evidencing the Transfer is delivered to Lessor and such transfer document contains the same terms and conditions as stated in Lessee’s notice given to Lessor pursuant to Article 13dsubsection 13.d. below, except for any such modifications Lessor has consented to in writing. The acceptance of Rentals by Lessor from any person or entity other than Lessee shall not be deemed to be a waiver by Lessor of any provision of this Lease or to be a consent to any Transfer.

Prohibitions in General. Except as provided below with respect to any Permitted Transfer (defined below), Lessee shall not (whether voluntarily, involuntarily involuntarily, or by operation of law) assign this Lease or allow all or any part of the Premises to be sublet sublet, without Lessor’s prior written consent in each instance, which consent shall not be unreasonably withheld or delayedwithheld, subject, nevertheless, to the provisions of this Article 13; except, however, that Lessee shall have the right to sublease up to an aggregate of fifty percent (50%) of the Premises in one or more sublease transactions (any such sublease transaction is referred to herein as a “Permitted Sublease”) without Lessor’s prior consent (but upon not less than fifteen (15) days prior written notice to Lessor), provided that any such Permitted Sublease shall otherwise comply with the provisions of this Article 13, shall be subject and subordinate to this Lease, and the subleased portion of the Premises shall not be separately demised. Except for an allowed assignment or subletting consented to by Lessor or a Permitted Sublease pursuant to the previous sentence, Lessee shall not (whether voluntarily, involuntarily involuntarily, or by operation of law) (i) allow all or any part of the Premises to be occupied or used by any person or entity other than Lessee, (ii) transfer any right appurtenant to this Lease or the Premises, (iii) mortgage, hypothecate or encumber the Lease or Lessee’s interest in the Lease or Premises (or otherwise use the Lease as a security device) in any manner manner, or (iv) permit any person to assume or succeed to any interest whatsoever in this Lease, without Lessor’s prior written consent in each instance, which consent may be withheld in Lessor’s reasonable sole and absolute discretion. Any assignment, sublease, hypothecation, encumbrance, or transfer (individually and collectively, a collectively “Transfer”) in violation of this Article 13 without Lessor’s consent shall constitute a default by Lessee and shall be voidable. Lessor’s consent to any one Transfer shall not constitute a waiver of the provisions of this Article 13 as to any subsequent Transfer nor a consent to any subsequent Transfer. The provisions of this Article 13asubsection 13.a. expressly apply to all heirs, successors, sublessees, assigns and transferees of Lessee. If Lessor consents to a proposed Transfer or there is a Permitted Transfer, such Transfer shall be valid and the transferee shall have the right to take possession of the Premises only if the Assumption Agreement described in Article 13csubsection 13.c. below is executed and delivered to Lessor, Lessee has paid the costs and fees described in Article 13isubsection 13.i. below below, and an executed counterpart of the assignment, sublease or other document evidencing the Transfer is delivered to Lessor and such transfer document contains the same terms and conditions as stated in Lessee’s notice given to Lessor pursuant to Article 13dsubsection 13.d. below, except for any such modifications Lessor has consented to in writing. The acceptance of Rentals by Lessor from any person or entity other than Lessee shall not be deemed to be a waiver by Lessor of any provision of this Lease or to be a consent to any Transfer.

Prohibitions in General. Except as provided below with respect The term "Transfer" shall mean any ----------------------- event pursuant to any Permitted Transfer (defined below), Lessee shall not which Tenant (whether voluntarily, involuntarily involuntarily, or by operation of law) assign shall (i) assign, transfer, hypothecate, or encumber Tenant's interest in this Lease or allow all or any part of in the Premises to be sublet without Lessor’s prior written consent in each instancePremises, which consent shall not be unreasonably withheld or delayed, subject, nevertheless, to the provisions of this Article 13. Except for an allowed assignment or subletting pursuant to the previous sentence, Lessee shall not (whether voluntarily, involuntarily or by operation of law) (iii) allow all or any part of the Premises to be occupied sublet, occupied, or used by any person or entity other than LesseeTenant, (iiiii) transfer any right appurtenant to this Lease or the Premises, (iiiiv) mortgage, hypothecate mortgage or encumber the Lease or Lessee’s interest in the Lease or Premises (or otherwise use the Lease as a security device) in any manner manner, or (ivv) permit any person or entity to assume or succeed to any interest of Tenant whatsoever in this Lease. Tenant shall not make, or permit, any Transfer, without Lessor’s Landlord's prior written consent in each instance, which consent may not be withheld in Lessor’s reasonable discretionunreasonably withheld. Any assignment, sublease, hypothecation, encumbrance, or transfer (individually and collectively, a “Transfer”) in violation of this Article 13 Transfer without Landlord's consent shall constitute a default Default by Lessee Tenant and shall be voidablevoidable at Landlord's option. Lessor’s Landlord's consent to any one Transfer shall not constitute a waiver of the provisions of this Article 13 Section as to any subsequent Transfer nor a consent to any subsequent Transfer. Landlord's -consent to any Transfer shall not release Tenant from Tenant's obligations under this Lease. The provisions of this Article 13a. Section expressly apply to all heirs, successors, sublessees, assigns assignees and transferees of LesseeTenant. If Lessor In the event Landlord consents to a proposed Transfer or there is a Permitted Transfer, such Transfer shall be valid and the transferee Transferee shall have the right to take possession of the Premises only if the Assumption Agreement described in Article 13c. below is executed and delivered to Lessor, Lessee has paid the costs and fees described in Article 13i. below and an executed counterpart of the assignment, sublease or other document evidencing the Transfer is delivered to Lessor Landlord, and such transfer document contains the same terms and conditions as stated in Lessee’s Tenant's notice given to Lessor Landlord pursuant to Article 13dSection 17.4. below, except for No Transfer shall relieve Tenant ------------ from any of Tenant's obligations under this Lease (to the extent such obligations existed prior to any such modifications Lessor has consented to in writing. The acceptance of Rentals by Lessor from amendment, modification, extension or renewal) and Tenant shall remain obligated under this Lease notwithstanding any person amendments, modifications, extensions or entity other than Lessee shall not be deemed to be a waiver by Lessor of any provision renewals of this Lease or to be a consent to any Transfersublease made or entered into by such Transferee.