Common use of Restriction Clause in Contracts

Restriction. Without the prior written consent of Landlord, Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer"). For purposes of this Lease, the term "Transfer" shall also include (a) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners, or a transfer of a majority of partnership interests, within a twelve month period, or the dissolution of the partnership, (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net assets, and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company). An assignment, subletting or other action in violation of the foregoing shall be void and, at Landlord's option, shall constitute a material breach of this Lease.

Restriction. Without the prior written consent of Landlord, Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer")) unless Tenant receives the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonable. For purposes of this Lease, the term "Transfer" shall also include (a) if Tenant is a partnershippartnership or limited liability company, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partnerspartners or members, or a transfer of a majority of partnership or membership interests, within a twelve month period, or the dissolution of the partnershippartnership or company, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter) ), or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of or membership interests in Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net assets, and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company)worth. An assignment, subletting A Transfer or other action in violation of the foregoing shall be void andforegoing, at Landlord's option, shall be void and/or shall constitute a material breach of this Lease. Notwithstanding the foregoing, a Transfer by Tenant to an entity under common control with the original Tenant named hereunder (i.e., to an entity controlled by L▇▇▇▇▇▇ Energy Group, Inc.) shall not require Landlord's consent, provided that (i) contemporaneous notice of such Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, or modification thereof as contemplated by Article XXII hereof), and any other agreement Tenant previously entered into or assumed concerning the development, construction, and operation of the thermal energy plant and the Project, and (iv) such transferee assumes in writing and agrees to be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated Mortgage.

Restriction. Without the prior written consent of Landlord, Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer"). For purposes purpose of this Lease, the term "Transfer" shall also include (a) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners, or a transfer of a majority of partnership interestsinterest, within a twelve month period, or the dissolution of the partnership, (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within with in a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net assets, and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company). An assignment, subletting or other action in violation of the foregoing shall be void and, at Landlord's option, shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the contrary, Tenant shall have the right to assign the Lease or sublease the Premises, or any part thereof, to an "Affiliate" without the prior written consent of Landlord, but upon at least twenty (20) days' prior written notice to Landlord, provided that said Affiliate is not in default under any other lease for space in a property that is managed by Landlord or its managing agent. For purposes of this provision, the term "Affiliate" shall mean any corporation or other entity controlling, controlled by, or under common control with (directly or indirectly) Tenant, including, without limitation, any parent corporation controlling Tenant or any subsidiary that Tenant controls. The term "control," as used herein, shall mean the power to direct or cause the direction of the management and policies of the controlled entity through the ownership of more than fifty percent (50%) of the voting securities in such controlled entity. Notwithstanding anything contained in this Article XIV to the contrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

Restriction. Without the prior written consent of Landlord, Tenant ----------- shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer"). For purposes of this Lease, Lease the term "Transfer" shall also include (a) if Tenant is a partnership, partnership the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners, or a transfer of a majority of partnership interests, within a twelve month period, or the dissolution of the partnership, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net assets, and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company). An assignment, subletting or other action A Transfer in violation of the foregoing shall be void and, at Landlord's option, shall constitute a material breach of this Lease.. Notwithstanding anything contained in this Article XIV to the contrary, Tenant shall have the right to assign the Lease or sublease the Premises, or any part thereof, to an "Affiliate" 110

Restriction. Without the prior written consent of Landlord, Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer"). For purposes of this Lease, the term "Transfer" shall also include (a) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners, or a transfer of a majority of partnership interests, within a twelve month period, or the dissolution of the partnership, (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net assets, assets and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from form a corporation to a limited liability company). An assignment, subletting or other action in violation of the foregoing shall be void and, at Landlord's option, shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the contrary, Tenant shall have the right to assign the Lease or sublease the Premises, or any part thereof, to an "Affiliate" without the prior written consent of Landlord, but upon at least twenty (20) days' prior written notice to Landlord, provided that said Affiliate is identical to the use in Section 1.10 of the Lease, and provided further that said Affiliate is not in default under any other lease for space in a property that is managed by Kenn▇▇▇ ▇▇▇▇▇▇ ▇▇▇perties Ltd. or any of its affiliates. For purposes of this provision, the term "Affiliate" shall mean any corporation or other entity controlling, controlled by, or under common control with (directly or indirectly) Tenant, including, without limitation, any parent corporation controlling Tenant or any subsidiary that Tenant controls. The term "control," as used herein, shall mean the power to direct or cause the direction of the management and policies of the controlled entity through the ownership of more than fifty percent (50%) of the voting securities in such controlled entity. Notwithstanding anything contained in this Article XIV to the contrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

Restriction. Without the prior written consent of Landlord, Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer"). For purposes of this Lease, the term "Transfer" shall also include (a) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners, or a transfer of a majority of partnership interests, within a twelve month period, or the dissolution of the partnership, (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net assets, assets and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company). An assignment, subletting or other action in violation of the foregoing shall be void and, at Landlord's option, shall constitute a material breach of this Lease.. Notwithstanding anything contained in this Article XIV to the contrary, Tenant shall have the right to assign the Lease or sublease the Premises, or any part thereof, to an "Affiliate" without the prior written consent of Landlord, but upon at least twenty (20) days' prior written notice to Landlord, provided that said Affiliate is identical to the use in Section 1.10 of the Lease, and provided further that said Affiliate is not in default under any other lease for space in a property that is managed by Heit▇▇▇ ▇▇▇perties Ltd. or any of its affiliates. For purposes of this provision, the term "Affiliate" shall mean any corporation or other entity controlling, controlled by, or under common control with (directly or indirectly) Tenant, including, without limitation, any parent corporation controlling Tenant or any subsidiary that Tenant controls. The term "control," as used herein, shall mean the power to direct or cause the direction of the management and policies of the controlled entity through the ownership of more than ten percent (10%) of the voting securities in such controlled entity. Notwithstanding anything contained

Restriction. Without the prior written consent of Landlord, Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant Tenant, Tenant’s employees or Tenant's employees a Permitted Transferee (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "“Transfer"”). For purposes of this Lease, Lease the term "Transfer" Transfer shall also include (a) if Tenant is a partnership, partnership the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partnerspartner, or a transfer of a majority of the partnership interests, within a twelve month period, or the dissolution of the partnership, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter) or a limited partnership or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% fifty one percent (51%) of the voting securities of Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% fifty one percent (51%) of Tenant's ’s net assets, and (c) any change by . No issuance of stock of Tenant in the form a public offering or sale on a public stock exchange of its legal organization under applicable state law (such as, Tenant’s stock shall be deemed to be a “Transfer” for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company)purposes of this Lease. An assignment, subletting or other action A Transfer in violation of the foregoing shall be void and, at Landlord's ’s option, shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the contrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

Restriction. Without the prior written consent of Landlord, Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer"). For purposes of this Lease, the term "Transfer" shall also include (a) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of or law, of a majority of the partners, or a transfer of a majority of partnership interests, within a twelve month period, or the dissolution of the partnership, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter) ), or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of or Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net assets, and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company). An assignment, subletting or other action in violation of or the foregoing shall be void and, at Landlord's option, shall constitute a material breach of this Lease.. Notwithstanding anything contained in this Article XIV to the contrary, Tenant shall have the right to assign the Lease or sublease the Premises, or any part thereof, to an "Affiliate" without the prior written consent of Landlord, but upon at least twenty (20) days prior written notice to Landlord, provided that the use of the Premises by said Affiliate is identical to the use in Section 1.10

Restriction. Without the prior written consent of Landlord, Tenant ----------- shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer"). For purposes of this Lease, Lease the term "Transfer" shall shall. also include (a) if Tenant is a partnership, partnership the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners, or a transfer of a majority of partnership interests, within a twelve month period, or the dissolution of the partnership, (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net assets, and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company). An assignment, subletting or other action A Transfer in violation of the foregoing shall be void and, at Landlord's option, shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the contrary, Tenant shall have the right to assign the Lease or sublease the Premises, or any part thereof, to an "Affiliate" without the prior written consent of Landlord, but upon at least twenty (20) days' prior written notice to Landlord, provided that said Affiliate is not in default under any other lease for space in a property that is owned by Landlord or managed by Seagate or any of its affiliates. For purposes of this provision, the term "Affiliate" shall mean any corporation or other entity controlling, controlled by, or under common control with (directly or indirectly) Tenant, including, without limitation, any parent corporation controlling Tenant or any subsidiary that Tenant controls. The term "control," as used herein, shall mean the power to direct or cause the direction of the management and policies of the controlled entity. Notwithstanding anything contained in this Article XIV to the contrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises. See Addendum to Lease Section 14.1.

Restriction. Without the prior written consent of Landlord(a) Except as provided in this Article VI, Tenant shall notcovenants and agrees that whether voluntarily, either voluntarily or involuntarily, by operation of lawlaw or otherwise neither this Lease nor the term and estate hereby granted, assignnor any interest herein or therein, encumberwill be assigned, mortgaged, pledged, encumbered 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 otherwise transfer 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. 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 Basic Rent, Escalation Charges or other charges due under this Lease; and/or (y) a third party undertakes or is granted 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 an assignment of this Lease and subject to the provisions of this Article VI. Unless the stock or partnership interest herein(or other evidence of the ownership of Tenant) is registered and publicly traded on an exchange regulated by the United States Securities and Exchange Commission, the provisions of this paragraph (a) shall apply to a transfer (by one or more transfers over the Term of this Lease) of thirty percent (30%) or more of the stock or partnership interests or other evidences of ownership of Tenant as if such transfer were a prohibited assignment of this Lease. (b) The provisions of paragraph (a) shall not apply to either: transactions with an entity into or with which Tenant is merged or consolidated, or sublet to which substantially all of Tenant’s assets are transferred; or transactions with any entity (a “Tenant Affiliate”) which controls or is controlled by Tenant or is under common control with Tenant; provided that in either such event, at the time of such transaction there exists no Default of Tenant hereunder and: (i) if the successor to Tenant is not a Tenant Affiliate, then as of the date immediately preceding the date of the transfer, the financial strength of (1) the successor to Tenant, or (2) the purchaser of substantially all of the assets of Tenant, is not less than that of Tenant as determined (x) based on credit ratings of such entity and Tenant by both ▇▇▇▇▇’▇ and Standard & Poor’s, or (y) if such credit ratings do not exist, then in accordance with ▇▇▇▇▇’▇ KMV RiskCalc; and (ii) written notice of such transfer (which shall include evidence reasonably satisfactory to Landlord of such financial strength, it being agreed that a copy of the transferee’s most recently available annual financial statement certified by the chief financial officer of the transferee, whether or not audited, shall be deemed evidence reasonably satisfactory to Landlord) shall have been delivered to Landlord at least fifteen (15) business days prior to the effective date of any such transaction, and (iii) 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 covenant against further assignment and subletting. (c) If, in violation of this Article 6, this Lease be assigned, or if the Premises or any part thereof, thereof be sublet or permit the Premises to be occupied by anyone other than Tenant Tenant, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant or Tenant's employees (any occupant, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, encumbrancesubletting, occupancy, collection or modification of any provisions of this Lease shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as a tenant or a release of Tenant from the further performance of covenants on the part of Tenant to be performed hereunder. Any consent by Landlord to a particular subletting or occupancy shall not in any way diminish the prohibition stated in paragraph (a) of this Section 6.1 or the continuing liability of the original named Tenant. No assignment or subletting hereunder shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor. No such assignment, subletting, occupation or transfer is hereinafter referred occupancy shall affect or be contrary to as a "Transfer")Permitted Uses. For purposes of this Lease, the term "Transfer" shall also include (a) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or Any consent by operation of law, of a majority of the partners, or a transfer of a majority of partnership interests, within a twelve month period, or the dissolution of the partnership, (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net assets, and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership Landlord to a limited partnership or from a corporation to a limited liability company). An particular assignment, subletting or other action in violation of the foregoing occupancy shall be revocable, and any assignment, subletting or occupancy shall be void andab initio, at Landlord's optionif the same shall fail to require that such assignee, shall constitute a material breach subtenant or occupant agree therein to be independently bound by and upon all of the covenants, agreements, terms, provisions and conditions set forth in this LeaseLease on the part of Tenant to be kept and performed.

Restriction. Without the prior written consent of Landlord, which may not be unreasonably conditioned, withheld or delayed, Tenant shall will not, either involuntarily or voluntarily or by operation of lawlaw or otherwise, assign, encumbermortgage, pledge, hypothecate, encumber or permit any lien to attach to, or otherwise transfer this Lease or any interest hereinin it, or sublet the Premises or any part thereofof them, or permit the Premises to be occupied by anyone other than Tenant Tenant, Tenant’s employees or Tenant's employees ’s Affiliates (defined below)(each a “Transfer” and any such assignmentperson or entity to whom a Transfer is made or sought to be made, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer"“Transferee”). For purposes Any Transfer in violation of the provisions of this LeaseArticle will be void and, the term "at Landlord’s option, will constitute an Event of Default. “Transfer" shall also include ” includes (a) if Tenant is a partnershippartnership or limited liability company, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority fifty percent (50%) or more of the partners, members or a managers, or transfer of a majority twenty-five percent (25%) or more of partnership interests, or membership interests within a twelve (12) month period, or the dissolution of the partnershippartnership or the limited liability company without immediate reconstitution, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the countercounter or any other form of entity, (i) or a limited liability company, the dissolution, merger, consolidation, division, liquidation consolidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of fifty percent (50% %) of the voting securities shares or other interests of or in Tenant (other than to immediate family members by reason of gift or death), within a twelve (12) month period, or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50% %) of the value of the unencumbered assets of Tenant within a twelve (12) month period. However, a Transfer to an entity that assumes this Lease and (x) that owns or controls all or substantially all of Tenant's net assets’s outstanding shares, and or (cy) any change all or substantially all of whose outstanding shares are owned by Tenant in the form or by an entity that owns or controls all or substantially all of its legal organization under applicable state law Tenant’s outstanding shares, or (such asz) that acquires all or substantially all of Tenant’s assets (each a “Tenant Affiliate”), for examplewill not be subject to Sections 16.1, a change from a general partnership to a limited partnership 16.2, 16.3, 16.4, 16.5, or from a corporation to a limited liability company). An assignment16.6; however, subletting or other action in violation Tenant will promptly give Landlord notice of the foregoing shall be void and, at Landlord's option, shall constitute Transfer and a material breach fully executed copy of this Leasethe assumption agreement.

Restriction. Without the prior written consent of Landlord, (A) Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's ’s employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter shall be referred to as a "“Transfer"”). For purposes of this Lease, the term "“Transfer" ” shall also include (a) if Tenant is a partnershipinclude, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners, or a transfer of a majority of partnership interests, within a twelve month period, or the dissolution of the partnership, (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter) ), or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's ’s net assets, and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company)worth. An assignment, subletting A Transfer or other action in violation of the foregoing foregoing, at Landlord’s option, shall be void and, at Landlord's option, and/or shall constitute a material breach of this Lease, which, without any notice and/or opportunity to cure the same, shall entitle Landlord to exercise any and all rights and/or remedies available to Landlord, upon the occurrence of an Event of Default (as hereinafter defined), pursuant to this Lease, at law and/or in equity, including, without limitation, the right to terminate this Lease, effective as of the date of any such Transfer. A Transfer or other action in violation of the foregoing, at Landlord’s option, shall be void and/or shall constitute a material breach of this Lease. Notwithstanding anything contained herein to the contrary, Tenant shall have the right to assign this Lease to an Affiliate of Tenant or a Permitted Transferee, upon at least twenty (20) days’ prior written notice to Landlord, whereupon, if such assignment shall be to a Permitted Transferee, Tenant, and its officers, employees and shareholders, shall be relieved of any further liabilities or obligations whatsoever under this Lease, with respect to the period from and after the date of such assignment, and Landlord agrees to hold such Permitted Transferee solely responsible for any and all liabilities and obligations under this Lease with respect to the period from and after the date of such assignment, so long as Landlord first shall have received a written assumption of such obligations from such Permitted Transferee, as the case may be; provided, however, that, all sums or other economic consideration, if any, received by Tenant in connection with any such assignment, whether denominated as rental or otherwise, which exceed in the aggregate, the total sum that Tenant is obligated to pay Landlord under this Lease shall be paid to Landlord promptly after receipt, without affecting or reducing any other obligation of Tenant hereunder. (B) For all purposes of this Lease, the term “Affiliate” shall mean any corporation or other entity controlling, controlled by, or under common control with (directly or indirectly) Tenant or Landlord, as the case may be. The term “control”, as used herein, shall mean the power to direct or cause the direction of the management and policies of the controlled entity through the ownership of more than fifty percent (50%) of the voting securities in such controlled entity. The term “Permitted Transferee” shall mean any entity that shall acquire, (i) Tenant, by merger, consolidation or other corporate action, or (ii) all or substantially all of Tenant’s assets, so long as the surviving entity or purchaser of such assets, as the case may be, shall have a “net worth” equal to or greater than the net worth of Tenant as of the proposed date of such corporate action or sale, as the case may be. Notwithstanding anything contained in this Article XIV to the contrary, Tenant agrees not to enter into any agreement for use, occupancy or utilization of the Premises, which provides for rental or other payment based in whole or in part on the net income or profits derived by any person from the Premises (other than an amount based on a fixed percentage(s) of receipts or sales), and that any such purported agreement shall be absolutely void and ineffective.

Restriction. Without the prior written consent of Landlord, ----------- Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation occupation, or transfer is hereinafter referred to as a "Transfer"). For purposes of this Lease, the term "Transfer" shall also include include, (a) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners, or a transfer of a majority of partnership interests, within a twelve month period, or the dissolution of the partnership, and (b) if Tenant is a closely held corporation (i.e. i.e., whose stock is not publicly held and not traded through an exchange or over the counter) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net assets, and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company). An assignment, subletting or other action in violation of the foregoing shall be void and, at Landlord's option, shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the contrary, Tenant shall have the right to assign the Lease or sublease the Premises, or any part thereof, to an "Affiliate" without the prior written consent of Landlord, but upon at least (20) days' prior written notice to Landlord, provided that said Affiliate is not in default under any other lease for space in a property that is managed by ▇▇▇▇▇▇▇ Properties Ltd. or any of its affiliates. For purposes of this provision, the term "Affiliate" shall mean any corporation or other entity controlling, controlled by, or under common control with (directly or indirectly) Tenant, including, without limitation, any parent corporation controlling Tenant or any subsidiary that Tenant controls. The term "control," as used herein, shall mean the power to direct or cause the direction of the management and policies of the controlled entity through the ownership of more than fifty percent (50%) of the voting securities in such controlled entity. Notwithstanding anything contained in this Article XIV to the contrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

Restriction. Without Subject to the provisions of this Article 12, without the prior written consent of Landlord, Tenant shall not, either involuntarily or voluntarily or by operation of lawlaw or otherwise, assign, encumbermortgage, pledge, hypothecate, encumber or permit any lien to attach to, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's ’s employees (each a “Transfer” and any such assignment, encumbrance, subletting, occupation person or transfer entity to whom a Transfer is hereinafter made or sought to be made is referred to herein as a "Transfer"“Transferee”). Any Transfer in violation of the provisions of this Article 12 shall be null and void and, at Landlord’s option, shall constitute a Default. For purposes of this Lease, the term "“Transfer" ” shall also include (ai) if a Tenant is a partnershippartnership or limited liability company, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority fifty percent (50%) or more of the partners, members or managers thereof, or a transfer of a majority twenty-five percent (25%) or more of partnership interests, or membership interests therein within a twelve (12) month period, or the dissolution of the partnershippartnership or the limited liability company without immediate reconstitution thereof, and (bii) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the countercounter (A) or a limited liability company, the dissolution, merger, consolidation, division, liquidation consolidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of fifty percent (50% %) of the voting securities shares or other interests of or in Tenant (other than to immediate family members by reason of gift or death), within a twelve (12) month period, or (iiB) the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50% %) of Tenant's the value of the unencumbered assets of Tenant within a twelve (12) month period. Notwithstanding anything contained in this Article 12 to the contrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement (or other Transfer) for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net assetsincome or profits derived by any person from the property leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and (c) that any change by Tenant in the form of its legal organization under applicable state law (such aspurported lease, for examplesublease, a change from a general partnership to a limited partnership or from a corporation to a limited liability company). An assignmentlicense, subletting concession or other action in violation of the foregoing agreement (or other Transfer) shall be void and, at Landlord's option, shall constitute a material breach of this Lease.absolutely void. As used herein

Restriction. Without the prior written consent of Landlord, Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's ’s employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "“Transfer"”). For purposes of this Lease, the term "“Transfer" ” shall also include (a) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners, or a transfer of a majority of partnership interests, within a twelve month period, or the dissolution of the partnership, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's ’s net assets, and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company). An assignment, subletting or other action in violation of the foregoing shall be void and, at Landlord's ’s option, shall constitute a material breach of this Lease.. Notwithstanding anything contained in this Article XIV to the contrary, Tenant shall have the right to assign the Lease or sublease the Premises, or any part thereof, to an “Affiliate” without the prior written consent of Landlord, but upon at least twenty (20) days’ prior written notice to Landlord, provided that said Affiliate is not in default under any other lease for space in a property that is owned or managed by Landlord or any of its affiliates. For purposes of this provision, the term “Affiliate” shall mean any corporation or other entity controlling, controlled by, or under common control with (directly or indirectly) Tenant, including, without limitation, any parent corporation controlling Tenant or any subsidiary that Tenant controls. The term

Restriction. Without the prior written consent of Landlord, Tenant ------------ shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer"). For purposes of this Lease, the term "Transfer" shall also include (a) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners, or a transfer of a majority of partnership interests, within a twelve month period, or the dissolution of the partnership, (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net assets, and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company). An assignment, subletting or other action in violation of the foregoing shall be void and, at Landlord's option, shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the contrary, Tenant shall have the right to assign the Lease or sublease the Premises, or any part thereof, to an "Affiliate" without the prior written consent of Landlord, but upon at least twenty (20) days' prior written notice to Landlord, provided that said Affiliate is not in default under any other lease for space in a property that is managed by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Properties Ltd. or any of its affiliates. For purposes of this provision, the term "Affiliate" shall mean any corporation or other entity controlling, controlled by, or under common control with (directly or indirectly) Tenant, including, without limitation, any parent corporation controlling Tenant or any subsidiary that Tenant controls. The term "control," as used herein, shall mean the power to direct or cause the direction of the management and policies of the controlled entity through the ownership of more than fifty percent (50%) of the voting securities in such controlled entity. Notwithstanding anything contained in this Article XIV to the contrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

Restriction. Without the prior written consent of Landlord, Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises Building or any part thereof, or permit the Premises Building to be occupied by anyone other than Tenant or Tenant's ’s employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "“Transfer"”). For purposes of this Lease, the term "“Transfer" ” shall also include (aA) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners, or a transfer of a majority of partnership interests, within a twelve month period, or the dissolution of the partnership, and (bB) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of fifty percent (50% %) of the voting securities of Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50% %) of Tenant's ’s net assets, and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company). An assignment, subletting or other action in violation of the foregoing shall be void and, at Landlord's ’s option, shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIII to the contrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Building which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Building.

Restriction. Without the prior written consent of Landlord, Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer"). For purposes of this Lease, the term "Transfer" shall also include (a) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners, or a transfer of a majority of partnership interests, within a twelve month period, or the dissolution of the partnership, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter) ), or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net assets, and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company). An assignment, subletting or other action in violation of the foregoing shall be void and, at Landlord's option, shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the contrary, Tenant shall have the right to assign the Lease or sublease the Premises, or any part thereof, to an "Affiliate" without the prior written consent of Landlord, but upon at least twenty (20) days prior written notice to Landlord, provided that the use of the Premises by said Affiliate is identical to the use in Section 1.10 of the Lease, and provided further that said Affiliate is not in default under any other lease for space in a property that is managed by ▇▇▇▇▇▇▇ Properties Ltd. or any of its affiliates. For purposes of this provision, the term "Affiliate" shall mean any corporation or other entity controlling, controlled by, or under common control with (directly or indirectly) Tenant, including, without limitation, any parent corporation controlling Tenant or any subsidiary that Tenant controls. The term "control", as used herein, shall mean the power to direct or cause the direction of the management and policies of the controlled entity through the ownership of more than fifty percent (50%) of the voting securities in such controlled entity. Notwithstanding anything contained in this Article XIV to the contrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or proftts derived by any person from the property leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

Restriction. Without the prior written consent of Landlord, Tenant shall not, either voluntarily or by operation of law, assign, assign encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer"). For purposes of this Lease, the term "Transfer" shall also include (aas) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of or a majority of the partners, or a transfer of a majority of partnership interestsinterest, within a twelve month period, or the dissolution of the partnership, and (b) if Tenant is a closely held corporation (i.e. i.e., whose stock is not publicly held and not traded through an exchange or over the counter) ), or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net assets, and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company). An assignment, subletting or other action in violation of the foregoing shall be void and, at Landlord's option, shall constitute a material breach of this Lease. notwithstanding anything contained in this Article XIV to the contrary, Tenant shall have the right to assign the Lease or sublease the Premises, or any part thereof, to an "Affiliate" without the prior written consent of Landlord, but upon at least twenty (20) days prior written notice to Landlord, provided that the use of the Premises by said Affiliate is identical to the use in Section 1.10 of the Lease, and provided further that said Affiliate is not in default under any other lease for space in a property that is managed by ▇▇▇▇▇▇▇ Properties Ltd. or any of its affiliates. For purposes of this provision, the term "Affiliate" shall mean any corporation or other entity controlling, controlled by, or under common control with (directly or indirectly) Tenant, including, without limitation, any parent corporation controlling Tenant or any subsidiary that Tenant controls. The term "control", as used herein, shall mean the power to direct or cause the direction of the management and policies for the controlled entity through the ownership of more than fifty percent (50%) of the voting securities in such controlled entity. Notwithstanding anything contained in this Article XIV to the contrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

Restriction. Without the prior written consent of LandlordLandlord (which consent, with respect to an assignment or subletting, shall not be unreasonably withheld as provided in Section 14.04), Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer"). For purposes of this Lease, the term "Transfer" shall also include (a) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners, or a transfer of a majority of partnership interests, within a twelve month period, or the dissolution of the partnership, (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net assets, and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company). An assignment, subletting or other action in violation of the foregoing shall be void and, at Landlord's option, shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the contrary, Tenant shall have the right to assign the Lease or sublease the Premises, or any part thereof, to an "Affiliate" without the prior written consent of Landlord, but upon at least twenty (20) days' prior written notice to Landlord, provided that said Affiliate is not in default under any other lease for space in a property that is managed by ▇▇▇▇▇▇▇ Properties Ltd. or any of its affiliates. For purposes of this provision, the term "Affiliate" shall mean (i) any corporation or other entity controlling, controlled by, or under common control with (directly or indirectly) Tenant, including, without limitation, any parent corporation controlling Tenant or any subsidiary that Tenant controls, (ii) the surviving entity following a merger or consolidation involving Tenant and (iii) any entity that purchases substantially all of Tenant's assets with the intention of continuing Tenant's business operations. The term "control" as used herein, shall mean the power to direct or cause the direction of the management and policies of the controlled entity through the ownership of more than fifty percent (50%) of the voting securities in such controlled entity. Notwithstanding anything contained in this Article XIV to the contrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied, or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

Restriction. Without the prior written consent of Landlord, Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, thereof or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer")) unless Tenant receives the prior written consent of Landlord, which consent shall not be unreasonably withheld pursuant to Section 14.04. For purposes of this Lease, the term "Transfer" shall also include (aA) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners, or a transfer of a majority of partnership interests, within a twelve month period, or the dissolution of the partnership, and (bB) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter) ), or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net assets, and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company)worth. An assignment, subletting A Transfer or other action in violation of the foregoing shall be void andforegoing, at Landlord's option, shall be void and/or shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the contrary, Tenant shall have the right to assign this Lease, or sublease the Premises, or any part thereof to an "Affiliate" upon at least twenty (20) days prior written notice to Landlord, and provided further that said Affiliate is not in default under any other lease for space in a property that is managed or owned by Landlord or any of its affiliates. For purposes of this provision, the term "Affiliate" shall mean any corporation or other entity controlling, controlled by, or under common control with (directly or indirectly) Tenant. The term "control", as used herein, shall mean the power to direct or cause the direction of the management and policies of the controlled entity through the ownership of more than fifty percent (50%) of the voting securities in such controlled entity. Notwithstanding anything contained in this Article XIV to the contrary, Tenant agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment based in whole or in part on the net income or profits derived by any person from the Premises (other than an amount based on a fixed percentage(s) of receipts or sales), and that any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective.

Restriction. Without the prior written consent of Landlord, Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's ’s employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "“Transfer"”). For purposes of this Lease, the term "“‘Transfer" ” shall also include (a) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners, or a transfer of a majority of partnership interests, within a twelve month period, or the dissolution of the partnership, (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's ’s net assets, and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company). An assignment, subletting or other action in violation of the foregoing shall be void and, at Landlord's ’s option, shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the contrary, Tenant shall have the right to assign the Lease or sublease the Premises, or any part thereof, to an “Affiliate” without the prior written consent of Landlord, but upon at least twenty (20) days’ prior written notice to Landlord, provided that said Affiliate is not in default under any other lease for space in a property that is managed by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Properties Ltd. or any of its affiliates. For purposes of this provision, the term “Affiliate” shall mean any corporation or other entity controlling, controlled by, or under common control with (directly or indirectly) Tenant, including, without limitation, any parent corporation controlling Tenant or any subsidiary that Tenant controls. The term “control,” as used herein, shall mean the power to direct or cause the direction of the management and policies of the controlled entity through the ownership of more than fifty percent (50%) of the voting securities in such controlled entity. Notwithstanding anything contained in this Article XIV to the contrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

Restriction. Without the prior written consent of Landlord, Tenant shall not, either involuntarily or voluntarily or by operation of lawlaw or otherwise, assign, encumbermortgage, pledge, hypothecate, encumber or permit any lien to attach to, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (each a "TRANSFER" and any such assignment, encumbrance, subletting, occupation person or transfer entity to whom a Transfer is hereinafter made or sought to he made is referred to herein as a "TransferTRANSFEREE"). Any Transfer in violation of the provisions of this Article 15 shall be void and, at Landlord's option, shall constitute an Event of Default. For purposes of this Lease, the term "TransferTRANSFER" shall also include (a) if Tenant is a partnershippartnership or limited liability company, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority eighty percent (80%) or more of the partners, members or a managers thereof, or transfer of a majority forty percent (40%) or more of partnership interests, or membership interests therein within a twelve (12) month period, or the dissolution of the partnershippartnership or the limited liability company without immediate reconstiturion thereof, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the countercounter or any other form of entity, (i) or a limited liability company, the dissolution, merger, consolidation, division, liquidation consolidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of fifty percent (50% %) of the voting securities shares or other interests of or in Tenant (other than to immediate family members by reason of gift or death), within a twelve (12) month period, or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50% %) of Tenant's the value of the unencumbered assets of Tenant within a twelve (12) month period. Notwithstanding anything contained in this Article 15 to the contrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net assetsincome or profits derived by any person from the property leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and (c) that any change by Tenant in the form of its legal organization under applicable state law (such aspurported lease, for examplesublease, a change from a general partnership to a limited partnership or from a corporation to a limited liability company). An assignmentlicense, subletting concession or other action in violation of the foregoing agreement shall be void and, at Landlord's option, shall constitute a material breach of this Leaseabsolutely void.

Restriction. Without the prior written consent of Landlord, Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's ’s employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "“Transfer"”). For purposes of this Lease, Lease the term "Transfer" Transfer shall also include (a) if Tenant is a partnership, partnership the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partnerspartner, or a transfer of a majority of partnership interests, within a twelve month period, or the dissolution of the partnership, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter) or a limited partnership or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% twenty percent (20%) of the voting securities of Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50% %) of Tenant's ’s net assets, and (c) any change by Tenant in ; provided that the form transfer of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company). An assignment, subletting outstanding capital stock or other action listed equity interests through the any recognized national or international securities exchange shall not be included in determining whether control of Tenant has been transferred. A Transfer in violation of the foregoing shall be void and, at Landlord's ’s option, shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the contrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

Restriction. Without Subject to the provisions of this Article XIV, without the prior written consent of LandlordLandlord (which consent shall not be unreasonably withheld, delayed or conditioned), Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's ’s employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "“Transfer"”). For purposes of this Lease, the term "“Transfer" ” shall also include (a) if Tenant is a partnership, the withdrawal of or change, voluntary, voluntary or involuntary or by operation of law, of a majority of the partners, or a transfer of a majority of or partnership interests, within a twelve month period, interests or the dissolution of the partnership, (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of fifty percent (50% %) of the voting securities of Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50% %) of Tenant's ’s net assets, and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company). An assignment, subletting or other action in violation of the foregoing shall be void and, at Landlord's ’s option, shall constitute a material breach of this Lease.. If Tenant desires to make a Transfer (including a Permitted Transfer) then at least thirty (30) days but not more than one hundred eighty (180) days prior to the effective date of the proposed assignment or subletting, Tenant shall submit to Landlord in connection with Tenant’s request for Landlord’s consent:

Restriction. Without the prior written consent of Landlord, Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's ’s employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "“Transfer")”) except in accordance with this Article XIV. For purposes of this Lease, the term "“Transfer" ” shall also include (ai) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners, or a transfer of a majority of partnership interests, within a twelve month period, or the dissolution of the partnership, (bii) if Tenant is a closely held corporation (i.e. i.e., whose stock is not publicly held and not traded through an exchange or over the counter) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (ia) the sale or other transfer of more than an aggregate of 50% fifty percent (50)% of the voting securities of Tenant (other than to immediate family members by reason of gift or death) or (iib) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% fifty percent (50)% of Tenant's ’s net assets, and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company). An assignment, subletting or other action in violation of the foregoing shall be void and, at Landlord's ’s option, shall constitute a material breach of this Lease.