Common use of ASSIGNMENT, MORTGAGING AND SUBLETTING Clause in Contracts

ASSIGNMENT, MORTGAGING AND SUBLETTING. 13.1 Landlord’s Consent Required Tenant shall not, without ▇▇▇▇▇▇▇▇’s prior written consent, which consent may be withheld in Landlord’s sole discretion, mortgage or otherwise encumber this Lease or the Premises in whole or in part. Except as expressly otherwise set forth in Section 13.7 below, Tenant shall not, without Landlord’s prior written consent, assign, sublet, license or transfer this Lease or the Premises in whole or in part whether by changes in the ownership or control of Tenant, or any direct or indirect owner of Tenant, whether at one time or at intervals, by sale or transfer of stock, partnership or beneficial interests, operation of law or otherwise, or permit the occupancy of all or any portion of the Premises by any person or entity other than Tenant’s employees (each of the foregoing, a “Transfer”). Any purported Transfer made without ▇▇▇▇▇▇▇▇’s consent, if required hereunder, shall be void and confer no rights upon any third person, provided that if there is a Transfer, Landlord may collect rent from the transferee without waiving the prohibition against Transfers, accepting the transferee, or releasing Tenant from full performance under this Lease. In the event of any Transfer in violation of this Article 13, Landlord shall have the right to terminate this Lease upon thirty (30) days’ written notice to Tenant given within sixty (60) days after receipt of written notice from Tenant to Landlord of any Transfer, or within one (1) year after ▇▇▇▇▇▇▇▇ first learns of the Transfer if no notice is given. No Transfer shall relieve Tenant of its primary obligation as party Tenant hereunder, nor shall it reduce or increase Landlord’s obligations under this Lease.

ASSIGNMENT, MORTGAGING AND SUBLETTING. 13.1 Landlord’s Consent Required 16.1 Except as otherwise set forth herein, Tenant shall not, without ▇▇▇▇▇▇▇▇’s Landlord's prior written consent, which consent may be withheld in Landlord’s 's sole discretion, mortgage or otherwise encumber this Lease or the Premises in whole or in part. Except as expressly otherwise set forth in Section 13.7 below, Tenant shall not, without Landlord’s prior written consent, assign, sublet, license mortgage, license, transfer or transfer this encumber the Lease or the Premises in whole or in part whether by changes in the ownership or control of Tenant, or any direct or indirect owner of Tenant, whether at one time or at intervals, by sale or transfer of stock, partnership or beneficial interests, operation of law or otherwise, or permit the occupancy of all or any portion of the Premises by any person or entity other than Tenant’s employees otherwise (each of the foregoing, a “Transfer”"TRANSFER"). Any purported Transfer made without ▇▇▇▇▇▇▇▇’s consentLandlord's approval, if required hereunder, shall be void and confer no rights upon any third person, provided that if there is a Transfer, after the occurrence of an Event of Default, Landlord may collect rent from the transferee without waiving the prohibition against Transfers, accepting the transferee, or releasing Tenant from full performance under this the Lease. In the event of any Transfer in violation of this Article 1316, Landlord shall have the right to terminate this the Lease upon thirty (30) days’ ' written notice to Tenant given within sixty (60) days after receipt of written notice from Tenant to Landlord of any Transfer, or within one (1) year after ▇▇▇▇▇▇▇▇ Landlord first learns of the Transfer if no notice is given. No Transfer shall relieve Tenant of its primary obligation as party party-Tenant hereunder, nor shall it reduce or increase Landlord’s 's obligations under this the Lease.

ASSIGNMENT, MORTGAGING AND SUBLETTING. 13.1 Landlord’s Consent Required Tenant Section 22.01. Tenant, for itself, its heirs distributee, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall notnot assign, without ▇▇▇▇▇▇▇▇’s prior written consentmortgage, which consent may be withheld in Landlord’s sole discretionpledge, mortgage or otherwise encumber encumber, all or any part of its interest in this Lease or Lease, sublet the Premises Premises, in whole or in part. Except as expressly otherwise set forth in Section 13.7 below, Tenant shall notor suffer or permit the Premises or any part thereof to be used or occupied by others, without Landlord’s the prior written consentconsent of Landlord in each instance. Any assignment, assignsublease, subletmortgage, license pledge, encumbrance or transfer in contravention of the provisions of this Article 22 shall be void. Section 22.02. If Tenant shall, at any time or from time to time, desire to assign its interest in this Lease or to sublet the Premises, the Tenant shall submit to Landlord a written request for Landlord's consent to such assignment or subletting, which request shall be accompanied by the following information: (i) a true copy of the proposed instrument of assignment or sublease, the effective or commencement date of which shall be not less than 30 nor more than 180 days after the giving of such notice, and copies of all other agreements between the parties signed concurrently or in connection with such assignment or sublease; (ii) a statement setting forth in reasonable detail the name and address of the proposed assignee or subtenant, the nature of its business and the proposed uses of the Premises; and (iii) current financial information about the proposes assignee or subtenant and any guarantor of its obligations, including, without limitation, its most recent financial statement, and any other information Landlord may reasonably request with respect to the proposed assignee or subtenant. Landlord, by notice given to Tenant within thirty (30) days after receipt of Tenant's request for consent, but only in the event Tenant's request is to assign this Lease or sublet all of the Premises, may terminate this Lease on a date to be specified in said notice (the "Termination Date"), which 37 38 date shall be not earlier than one (1) day before the effective date of the proposed assignment or subletting nor later than sixty-one (61) day after said effective date, and, in such event, all rent and additional rent due hereunder shall be paid and apportioned to such date, and Tenant shall vacate and surrender the Premises in whole on or in part whether by changes in before the ownership or control of Tenant, or any direct or indirect owner of Tenant, whether at one time or at intervals, by sale or transfer of stock, partnership or beneficial interests, operation of law or otherwise, or permit Termination Date as if it were the occupancy of all or any portion of the Premises by any person or entity other than Tenant’s employees (each of the foregoing, a “Transfer”)Expiration Date. Any purported Transfer made without ▇▇▇▇▇▇▇▇’s consent, if required hereunder, If Landlord shall be void and confer no rights upon any third person, provided that if there is a Transfer, Landlord may collect rent from the transferee without waiving the prohibition against Transfers, accepting the transferee, or releasing Tenant from full performance under so exercise its option to terminate this Lease. In the event of any Transfer in violation of this Article 13, Landlord shall have the right to let all or portions of the Premises to any person (including, without limitation, Tenant's proposed assignee or subtenant), without any liability to Tenant. Section 22.03. If Landlord shall not exercise its option to terminate this Lease pursuant to Section 22.02 above, Landlord shall not unreasonably withhold its consent to the proposed assignment or subletting for the use expressly permitted in this Lease, provided that: (1) the Premises shall not, without Landlord's prior consent, have been listed or otherwise publicly advertised for assignment or subletting at a rental rate lower than the higher of (a) the Fixed Rent and all Additional Rent then payable, or (b) the then prevailing rental rate for other space in the Building; (2) Tenant shall employ, as exclusive renting agent for subletting and assignment of this Lease, having the sole and exclusive right to lease, Landlord's managing agent for the Building or such broker as shall be approved by Landlord; (3) Tenant shall not then be in default hereunder beyond notice and the expiration of any applicable cure period; (4) the proposed assignee or subtenant shall have a financial standing, be of a character be engaged in a business, and propose to use the Premises, in a manner in keeping with the standards of the Building; (5) The proposed assignee or subtenant shall not then be a tenant, subtenant or assignee of any space in the Building, nor shall the proposed assignee or subtenant be a person or entity with whom Landlord is then or has been, within the prior six-month period, negotiating to lease space in the Building; (6) the character of the business to be conducted in the Premises by the proposed assignee or subtenant shall not be likely to increase building operating expenses, use of elevators, cleaning services or other services in the Building; (7) there shall be no more than two subtenants in the Premises at any time; and (8) Tenant shall reimburse Landlord on demand for any reasonable 38 39 costs, including reasonable attorneys' fees and disbursements, that may be incurred by Landlord in connection with said assignment or sublease. If there is a dispute between Landlord and Tenant as to the reasonableness of Landlord's refusal to consent to any subletting or assignment, such dispute shall be determined by arbitration in The City of New York in accordance with the prevailing rules of the American Arbitration Association. The arbitrators shall be bound by the provisions of this Lease and shall not add to, subtract from or otherwise modify such provisions. Notwithstanding any contrary provisions hereof, Tenant hereby waives any claim against Landlord for money damages which it may have based upon thirty (30) days’ written notice any assertion that Landlord has unreasonably withheld or delayed any consent to any assignment or a subletting pursuant to this Article. Tenant given agrees that, in the event of any such dispute, its sole remedy shall be an action or proceeding to enforce such provisions or for specific performance. Section 22.04. Every subletting hereunder is subject to the express condition, and by accepting a sublease hereunder each subtenant shall be conclusively deemed to have agreed, that if this Lease should be terminated prior to the Expiration Date of if Landlord should succeed to any portion of Tenant's estate in the Premises, then at Landlord's election such subtenant shall either surrender that portion of the Premises to Landlord within sixty (60) days after receipt of written notice from Landlord's request therefor, or shall attorn to and recognize Landlord as such subtenant's landlord under such sublease (except that Landlord shall not be liable for any previous act or omission of Tenant, nor bound by any modification of the Sublease not approved in writing by Landlord, nor liable for any security not received by Landlord or any prepaid rent in excess of one month's rent), and such subtenant shall promptly execute and deliver any instrument Landlord may reasonably request to evidence such attornment. Section 22.05. Tenant shall deliver to Landlord a copy of each sublease or assignment made hereunder within ten (10) days of its execution. Tenant shall remain fully liable for the due and timely performance of all of Tenant's obligations hereunder notwithstanding any subletting or assignment provided for herein and, without limiting the generality of the foregoing, shall remain fully responsible and liable to Landlord for all acts and omissions of any Transfersubtenant, assignee or within one (1) year after ▇▇▇▇▇▇▇▇ first learns anyone claiming by, through or under any subtenant or assignee which shall be in violation of any of the Transfer if no notice is givenobligations of this Lease, and any such violation shall be deemed to be a violation by Tenant. No Transfer shall relieve Tenant Notwithstanding any assignment and assumption by the assignee of its primary obligation as party the obligations of Tenant hereunder, nor Tenant herein named, and each immediate or remote successor in interest of Tenant herein named, shall remain liable jointly and severally (as a primary obligor) with its assignee and all subsequent assignees for the performance of Tenant's obligations hereunder, and shall remain fully and directly responsible and liable to Landlord for all acts and omission on the part of any assignee subsequent to it reduce or increase Landlord’s in violation of any of the obligations under of this Lease.