General Requirements. Tenant shall not assign, transfer or otherwise encumber (collectively, “assign”) this Lease or all or any of Tenant’s rights hereunder or interest herein, or sublet or permit anyone to use or occupy (collectively, “sublet”) the Premises or any part thereof, without obtaining the prior written consent of Landlord, which consent may be withheld or granted in Landlord’s sole and absolute discretion (subject to the remainder of this Article VII). Notwithstanding any of the foregoing to the contrary, provided no Event of Default has occurred and is continuing, and subject to Landlord’s rights and Tenant’s obligations pursuant to [Sections 7.3, 7.4 and 7.5]5]5] below, Landlord shall not unreasonably withhold, condition or delay its consent to any proposed subletting of the entire or any portion of the Premises or assignment of the Lease in its entirety. For purposes of the immediately preceding sentence, it shall be reasonable for Landlord to withhold its consent if, for example: # the proposed subtenant or assignee is engaged in a business, or the Premises will be used in a manner (other than general office use), that is inconsistent with the first class image of the Building, or would cause Landlord to be in violation of any covenant or restriction granted by Landlord on an arms-length basis contained in another lease or other agreement at the Building with an unaffiliated third party, except no such restriction shall prevent the use of the Premises for general office use with lawful accessory uses; or # Landlord is not reasonably satisfied with the financial condition of the proposed subtenant or assignee, with due regard for the financial obligations of the proposed subtenant or assignee being undertaken pursuant to the proposed assignment or sublease, and the fact that Tenant will remain liable for all financial and other obligations under this Lease; or # the proposed use of the Premises is not in compliance with Article VI or is not compatible with the other uses within, and the terms of other leases with respect to, the Building; or # the initial Tenant does not remain fully liable as a primary obligor for the payment of all Rent and other charges payable by Tenant under this Lease and for the performance of all other obligations of Tenant under this Lease; or # the proposed subtenant or assignee is a governmental or quasi-governmental agency; or # where their consent is required, the holders of Mortgages encumbering the Building or the Commercial/Garage Unit shall fail to consent (Landlord hereby agreeing to use commercially reasonable efforts to obtain such consent if Landlord otherwise approves such transaction); or # the proposed subtenant or assignee is either # an existing tenant of the Building (or any parent, subsidiary or affiliate thereof), or # for a period of seventy-five (75) days following the submission of a written proposal for the lease of space (and thereafter if a mutual agreement such as a letter of intent is executed within such period), any other person or entity with which Landlord has been negotiating for the rental of space in the Building, provided that in either such case Landlord shall have other space available in the Building which could reasonably be expected to meet such person or entity’s space needs and time constraints. For the avoidance of doubt, the foregoing list of conditions is not intended to be an exhaustive list of the conditions under which Landlord may disapprove a proposed subletting or assignment hereunder, and rather it is a list of conditions that must all be satisfied in order for Landlord to be obligated not to unreasonably withhold, condition or delay its consent. No assignment or right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment, transfer, or other encumbrance of this Lease or all or any of Tenant’s rights hereunder or interest herein, any sublet or permission to use or occupy the Premises or any part thereof not in accordance with this Article VII, shall be void and of no force or effect. Any assignment or subletting, Landlord’s consent thereto, the listing or posting of any name other than Tenant’s, or Landlord’s collection or acceptance of rent from any assignee or subtenant shall not be construed either as waiving or releasing Tenant from any of its liabilities or obligations under this Lease as a principal and not as a guarantor or surety, or as relieving Tenant or any assignee or subtenant from the obligation of obtaining Landlord’s prior written consent to any subsequent assignment or subletting, where such consent is required hereunder. As security for this Lease, Tenant hereby assigns to Landlord the rent due from any assignee or subtenant of Tenant (but Landlord hereby grants Tenant a license to collect any such rent until an Event of Default). During any period that an Event of Default has occurred and remains uncured, Tenant hereby authorizes each such assignee or subtenant to pay said rent directly to Landlord upon receipt of written notice from Landlord, with a copy thereof to Tenant, specifying same. Landlord’s collection of such rent shall not be construed as an acceptance of such assignee or subtenant as a tenant. Any rent so paid by an assignee or subtenant to Landlord shall be credited to Tenant’s obligations under this Lease. Any mortgage, pledge, hypothecation or encumbrance (collectively “mortgage”) of this Lease or Tenant’s leasehold interest shall be considered an assignment of this Lease and subject to Landlord’s prior written consent to the extent provided in this Article VII. Tenant shall pay to Landlord all reasonable, out-of-pocket, third party expenses (including reasonable attorneys’ fees and accounting costs) incurred by Landlord in connection with Tenant’s request for Landlord to give its consent to any assignment, subletting, or mortgage, and Landlord’s receipt of such sum shall be a condition to Landlord providing such consent. Any sublease, assignment or mortgage shall, at Landlord’s option, be effected on forms reasonably approved by Landlord (such approval not to be unreasonably conditioned or delayed). Tenant shall deliver to Landlord a fully-executed copy of each agreement evidencing a sublease, assignment or mortgage, and Landlord’s consent thereto (where such consent is required by the terms of this Lease), on Landlord’s standard form consent document (subject to reasonable negotiation), within ten (10) business days after execution thereof.

Any consent of Landlord under this Article shall be subject to the terms of this Article and conditioned upon there being no monetary or material nonmonetary default by Tenant, beyond any grace period, under any of the terms, covenants and conditions of this Lease at the time that Landlord’s consent to any such subletting or assignment is requested. Tenant acknowledges and agrees that no assignment or subletting shall be effective unless and until Tenant, upon receiving any necessary Landlord’s written consent (and unless it was theretofore delivered to Landlord) causes a duly executed copy of the sublease or assignment to be delivered to Landlord within ten (10) Business Days after execution thereof. Any such sublease shall provide that it is subject to this Lease and shall be in a form reasonably acceptable to Landlord. Any such assignment of this Lease shall contain an assumption by the assignee of all of the terms, covenants and conditions of this Lease to be performed by Tenant arising from and after the effective date of such assignment; provided, however, with respect to any assignment to a Related Entity or to a No-Consent Change Entity, such assumption by the assignee shall be of all of the terms, covenants and conditions of this Lease to be performed by Tenant arising from and after the Commencement Date.

Assignment and Subletting. Tenant may assign or sublet all or any portion of the Leased Property for the remainder of the Lease Term upon the prior written approval of Landlord, which approval Landlord shall not unreasonably withhold, condition, or delay; provided, however, that the business or occupation of the subtenant shall not be extra-hazardous, disreputable or illegal, and provided further that in the case of a sublease only, Tenant shall remain liable for the payment of the Net Rent herein reserved and for the performance of all the other terms of this Lease required to be performed by Tenant. Upon the occurrence of an assignment consented to by Landlord, Tenant shall have no further liability or obligation under this Lease. In the event Landlord shall not have responded to Tenant’s request for consent within twenty (20) days after Tenant’s request therefor together with a detailed explanation of the reasons for any denial of consent, Landlord shall be deemed to have consented to the proposed assignment or subletting.

part of Tenant herein contained; provided, however, that Named Tenant shall not be liable for any increased obligations of the Tenant under this Lease following a permitted assignment of this Lease by Named Tenant to an unrelated third party and not made pursuant to [Section 7.09] below but only if and to the extent such increased obligations result from an. amendment between Landlord and such third-party assignee without Tenant’s consent either extending the term of this Lease or resulting in additional space being leased by such assignee in the Building. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord’s prior written consent in each instance which shall be granted or withheld in accordance with all applicable provisions of this Article 4 as if such sublease or assignment were made by Tenant. A modification, amendment or extension of a sublease shall be deemed a sublease. The listing of the name of a party or entity other than that of Tenant on the Building or floor directory or on or adjacent to the entrance door to the Premises shall neither grant such party or entity any right or interest in this Lease or in the Premises nor constitute Landlord’s consent to any assignment or sublease to, or occupancy of the Premises by, such party or entity. If any lien is filed against the Premises or the Building of which the same form a part for brokerage services claimed to have been performed for Tenant in connection with any such assignment or sublease, whether or not actually performed, the same shall be discharged within thirty (30) days thereafter, at Tenant’s expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.

Tenant shall have the right, during the term of this Lease, to assign its interest in this Lease or sublet all or any part of the Demised Premises, provided Tenant shall give written notice thereof to Landlord, which notice shall be accompanied by an original fully executed copy of the proposed assignment or sublease, the effective date for commencement of which shall be not less than 30 days after the giving of such notice. Such notice shall state the identity of the proposed assignee or subtenant, the nature of its business, and shall be accompanied by reasonable current financial information with respect to the proposed assignee or subtenant as shall have been provided to Tenant and which shall be reasonably satisfactory to Landlord for the purposes of determining the credit worthiness of the proposed assignee or subtenant. Landlord shall have 30 days within which to approve the terms, covenants and conditions of such assignment or subletting from the date Tenant gives notice of its intent, which prior written approval shall not be unreasonably withheld or delayed. No approval under this paragraph 7.01 or profit sharing under paragraph 7.02 shall be required if such assignment or subletting is # to an entity # controlled by # under common control with or # which controls Tenant, for so long as such control exists or # by reason of a merger, consolidation or other reorganization of Tenant.

“7.01 Neither Tenant nor Tenant’s legal representatives or successors in interest by operation of law or otherwise, shall assign, mortgage or otherwise encumber this Lease, or sublet or permit all or part of the Premises to be used by others, without the prior written consent of Landlord in each instance subject to the terms below. The transfer of a majority of the issued and outstanding capital stock of any corporate tenant or sublessee of this Lease or a majority of the total interest in any partnership tenant or sublessee or company, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, the merger or consolidation of a corporate tenant or sublessee, shall subject, however, to the provisions of Section 4.09 hereof, be deemed an assignment of this Lease or of such sublease; provided, however, notwithstanding anything to the contrary contained herein, the foregoing shall not apply to # the direct or indirect transfer of stock or ownership interests in Tenant (including, without limitation, the issuance of treasury stock or the creation or issuance of a new class of stock, in either case, in the context of an initial public offering or a subsequent offering of equity securities) if and so long as effected on the “over-the-counter-market” or a recognized stock exchange, and # the mere conversion of Tenant from one form of legal entity to another form of legal entity or change in its state of incorporation, provided same is done for a valid business purpose and not to contravene the restrictions on transfer set forth in this Section 7.01 or vitiate the conditions on transfers not requiring Landlord’s consent pursuant to [Section 7.09] (e.g., the requirement to satisfy a net worth threshold in connection with a merger), there is no reduction in the net worth of Tenant from the day immediately prior to such conversion to the day immediately following such conversion as a result of such conversion and there is no change in control in Tenant’ as a result thereof (the entity resulting from a change described in this clause (Y) shall be referred to herein as a “No-Consent Change Entity”). If this Lease is assigned, or if the Premises or any part thereof is underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant (and after the expiration of any applicable notice or cure period provided for herein), collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the

In case of a subletting, the subtenant shall be expressly subject to all of the obligations of Tenant under this Lease and the further condition and restriction that such sublease shall not be assigned, encumbered or otherwise transferred or the Premises further sublet by the subtenant in whole or in part, or any part thereof suffered or permitted by the subtenant to be used or occupied by others, without the prior written consent of Landlord in each instance (which consent shall be granted or withheld in accordance with this Article 7);

Assignment and subletting. Tenant will not assign this Lease, in whole or in part, nor sublet or permit any use of the Premises, other than for off-street parking of automobiles, nor license, nor pledge or encumber by mortgage or other instruments its interest in this Lease without Landlord’s prior written consent, which consent may be withheld by Landlord in its sole and absolute discretion. This prohibition includes any subletting or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other change of Tenant’s corporate or trustee in any federal or state bankruptcy, insolvency, or other proceedings.

If Tenant requests Landlord’s consent to a specific assignment or subletting (as opposed to giving a mere Tenant’s Recapture Offer), it shall submit in writing to Landlord # the name and address of the proposed assignee or sublessee, # a duly executed counterpart of the proposed agreement of assignment or sublease, # reasonably satisfactory information as to the nature and character of the business of the proposed assignee or sublessee and as to the nature of its proposed use of the space, and # banking, financial or other credit information relating to the proposed assignee or sublessee reasonably sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or sublessee. Landlord shall have a period of thirty (30) days from the date Tenant submits all of the required documents set forth above in the first (1st) sentence of this [Section 7.06] to either grant or withhold its consent to any proposed assignment or sublease pursuant to the terms of this Article 7. If

If Landlord shall approve the proposed assignee or subtenant, Landlord and Tenant shall enter into an agreement pursuant to which the proceeds of such assignment or subletting, net of the fixed rent and additional rent provided for in this lease and after recovery by Tenant of all costs and expenses incurred in connection with such assignment or subletting, including, without limitation, costs of altering all or any portion of the Demised Premises, brokerage commissions, legal fees and such other costs and expenses as Tenant shall have reasonably incurred in connection with such assignment or subletting, shall be shared equally between Landlord and Tenant. Any such sublease or assignment shall be expressly subject to all of the terms, covenants, conditions and provisions contained in this Lease. No assignment or subletting shall release or relieve Tenant from any obligation which Tenant may have under and pursuant to the terms, covenants, conditions and provisions of this Lease. Tenant shall pay the reasonable costs and expenses of counsel for Landlord as Landlord shall reasonably incur in connection with its review of such assignment or sublease. No approval shall be required for nor shall profit sharing result from occupancy of the Demised Premises by licensees of Tenant.