Common use of Assignment and Subletting Prohibited Clause in Contracts

Assignment and Subletting Prohibited. (a) Tenant covenants and agrees that, whether voluntarily, involuntarily, by operation of law, or otherwise, neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered, or otherwise transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied 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 Landlord’s consent, which shall not be unreasonably withheld, subject to the following provisions. (b) Any request for Landlord’s consent under this Section 9.01 shall be accompanied by such information regarding any proposed assignee, subtenant, or occupant as Landlord shall reasonably require. (c) If Tenant’s stock is not publicly held, the provisions of paragraph (a) of this Section 9.01 shall apply to a transfer (by one or more transfers) of a majority of the stock, limited liability company or partnership interests, or other evidences of ownership of Tenant as if such transfer were an assignment of this Lease. Such provisions shall not apply to transactions with an entity into or with which Tenant is merged or consolidated or to which substantially all of Tenant’s assets are transferred or to any entity that controls or is controlled by Tenant or is under common control with Tenant, provided that in any of such event (i) the successor to Tenant has a net worth computed in accordance with general accounting principles to be at least equal to the net worth of Tenant immediately prior to such merger, consolidation, or transfer; (ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction; and (iii) the assignee agrees directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment or subletting. (d) If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant, or occupant and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, 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 the original named Tenant from the further performance by the original named Tenant hereunder. No assignment or subletting hereunder shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor. No assignment or subletting or occupancy shall affect Permitted Uses. (e) If for any assignment or sublease Tenant shall receive rent or other consideration, either initially or over the term of the assignment or sublease, in excess of (x) the rent called for hereunder (or in the case of the sublease of part, in excess of such rent allocable to the part) after appropriate adjustments to assure that all other payments called for hereunder are taken into account and (y) Tenant’s brokerage, improvement, and legal costs relating to such assignment or sublease (amortized ratably over the term of the sublease COMMERCIAL LEASE (MASTER SUBLEASE FORM) PAGE 18 OF 37 WAINSHAL MILL LEASING COMPANY LLC TO RRCC REALTY, LLC or assignment), Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of such excess of such payment of rent or other consideration received by Tenant promptly after its receipt. (f) Within twenty (20) business days after Landlord’s receipt of all of the information and documents described in Section 9.01(b), Landlord may, at its option, in its sole and absolute discretion, by notice to Tenant, elect to (a) sublease the Premises or the portion thereof proposed to be sublet by Tenant upon the same terms as those offered to the proposed subtenant; (b) take an assignment of this Lease upon the same terms as those offered to the proposed assignee; or (c) terminate this Lease in the case of a proposed assignment or a proposed sublease of the entire Premises or as to the portion of the Premises subject to the proposed sublease, with a proportionate adjustment in the Rent payable hereunder if this Lease is terminated as to less than all of the Premises.

Assignment and Subletting Prohibited. (a) Tenant covenants and agrees thatshall not, without the consent of Landlord in each instance, which consent shall be in Landlord's sole discretion (except as expressly provided in Section 14.7 below) assign its rights or delegate its duties under this Lease (whether voluntarily, involuntarily, by operation of law, transfers of interests in Tenant or otherwise) or mortgage or encumber its interest in this Lease, neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered, or otherwise transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied 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 sublet or advertised for assignment permit a third party to occupy all or sublettingany part of the Premises (each such assignment, without Landlord’s consentdelegation, which shall not be unreasonably withheldmortgage, subject encumbrance, subletting or occupancy is referred to the following provisionsherein as a "Sublease"). (b) Any If Tenant (or Tenant's guarantor, if any) is a corporation (other than a corporation the outstanding voting stock of which is listed on a "national securities exchange", as defined in the Securities Exchange Act of 1934), partnership, business trust or other entity having transferable shares or interests, and if at any time after execution of this Lease a transfer of fifty percent (50%) or more of the shares or interests of Tenant (or Tenant's guarantor, if any) or other change of control (as defined on Appendix - Definitions), directly or indirectly, whether individually or in a series of transactions, entity by sale, assignment, bequest, inheritance, operation of law or other disposition (including such a transfer to or by a receiver or trustee in Federal or state bankruptcy, insolvency, or other proceedings) shall be deemed to be a Sublease. Tenant agrees to give Landlord written notice of such proposed event and a request for Landlord’s consent under 's approval as otherwise required in this Section 9.01 Article at least thirty (30) days prior to the date of such proposed transfer. If Tenant is a corporation the outstanding voting stock of which is listed on a "national securities exchange", as defined in the Securities Exchange Act of 1934, the transfer of equity interests in Tenant on a national securities exchange shall not be accompanied by such information regarding any proposed assignee, subtenant, or occupant as Landlord shall reasonably requiredeemed a Sublease within the meaning of this Article 14. (c) If Tenant’s stock is not publicly heldNotwithstanding anything to the contrary herein contained but subject to the terms of Section 14.2, Section 14.3 and Section 14.5 hereof, Tenant shall have the right without Landlord's prior written consent, and without being subject to the provisions of paragraph (a) of this Section 9.01 shall apply 14.4 and Section 14.6 hereof, to a transfer (by one sublet all or more transfers) of a majority any portion of the stock, limited liability company Premises or partnership interests, assign this Lease to any Affiliate of Tenant or to any corporation or other evidences of ownership of Tenant as if such transfer were an assignment of this Lease. Such provisions shall not apply entity that succeeds to transactions with an entity into all or with which Tenant is merged or consolidated or to which substantially all of Tenant’s the assets are transferred or to any entity that controls or is controlled by and business of Tenant or is under common control with Tenant(each, a "Permitted Tenant Successor"), provided that in any (x) Tenant delivers a copy of such event (i) the successor to Tenant has a net worth computed in accordance with general accounting principles to be at least equal to the net worth of Tenant immediately prior to such merger, consolidation, proposed sublease or transfer; (ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least assignment and assumption agreement not less than ten (10) days prior to the effective date thereof (or if such prior delivery is prohibited by applicable law, Tenant provides the same promptly after such effective date), (y) the Permitted Tenant Successor shall have a Tangible Net Worth at least equal to the greater of any such transaction; (A) a Tangible Net Worth reasonably adequate to permit the Permitted Tenant Successor to pay and perform its obligations under the proposed sublease or assignment and assumption agreement, as applicable, and (iiiB) the assignee agrees directly with Landlord, by written instrument in form satisfactory Tangible Net Worth of the Tenant immediately prior to Landlord, to be bound by all the obligations consummation of such assignment or subletting and (z) the Permitted Tenant Successor shall use the Premises for the Permitted Use only and not any use prohibited hereunder including, without limitation, the covenant against further assignment or subletting. (d) If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant, or occupant and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, 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 the original named Tenant from the further performance by the original named Tenant hereunder. No assignment or subletting hereunder shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor. No assignment or subletting or occupancy shall affect Permitted Prohibited Uses. (e) If for any assignment or sublease Tenant shall receive rent or other consideration, either initially or over the term of the assignment or sublease, in excess of (x) the rent called for hereunder (or in the case of the sublease of part, in excess of such rent allocable to the part) after appropriate adjustments to assure that all other payments called for hereunder are taken into account and (y) Tenant’s brokerage, improvement, and legal costs relating to such assignment or sublease (amortized ratably over the term of the sublease COMMERCIAL LEASE (MASTER SUBLEASE FORM) PAGE 18 OF 37 WAINSHAL MILL LEASING COMPANY LLC TO RRCC REALTY, LLC or assignment), Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of such excess of such payment of rent or other consideration received by Tenant promptly after its receipt. (f) Within twenty (20) business days after Landlord’s receipt of all of the information and documents described in Section 9.01(b), Landlord may, at its option, in its sole and absolute discretion, by notice to Tenant, elect to (a) sublease the Premises or the portion thereof proposed to be sublet by Tenant upon the same terms as those offered to the proposed subtenant; (b) take an assignment of this Lease upon the same terms as those offered to the proposed assignee; or (c) terminate this Lease in the case of a proposed assignment or a proposed sublease of the entire Premises or as to the portion of the Premises subject to the proposed sublease, with a proportionate adjustment in the Rent payable hereunder if this Lease is terminated as to less than all of the Premises.

Assignment and Subletting Prohibited. (a) Except as otherwise provided in ------------------------------------ this Section, Tenant covenants and agrees thatshall not, whether voluntarilydirectly or indirectly, involuntarilymortgage, by operation of lawpledge, encumber, sell, assign or otherwisetransfer this Lease, neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered, or otherwise transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied 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, by operation of law or be offered otherwise, or advertised for assignment sublease all or sublettingany part of the Leased Premises, without Landlord’s 's prior consent, which consent will be timely communicated (but in no event later than thirty (30) days after receipt) and may be withheld for any reason whatsoever except as otherwise provided in this Section. In connection with any request by Tenant for such consent to assign or sublet, Tenant shall not submit to Landlord, in writing, at least thirty (30) days before the proposed effective date, a statement containing the name of the proposed assignee or subtenant, such information as to its financial responsibility and standing as Landlord may reasonably require, and all of the terms and provisions upon which the proposed assignment or subletting is to be unreasonably withheldmade, subject to and, unless the following provisions. (b) Any request for Landlord’s consent under this Section 9.01 proposed sublet area shall constitute the entire Leased Premises, such statement shall be accompanied by such information regarding a floor plan delineating the proposed sublet area. Any attempted transfer, assignment, subletting, mortgaging or encumbering of this Lease in violation of the provisions of this Section shall be void and confer no rights upon any proposed assigneePerson. No permitted assignment or subletting shall relieve Tenant of any of its obligations under this Lease. Landlord and Tenant agree that except as otherwise provided in subsection (f), subtenant(i) any consideration paid to Tenant in connection with a subletting of all or any part of the Leased Premises which is in excess of the Basic Rent and Additional Charges payable under this Lease, and (ii) any consideration paid to Tenant or occupant as any subtenant or other Person claiming through or under Tenant in connection with an assignment of the Tenant's interest in this Lease or the interest of any subtenant or other Person claiming through or under Tenant under any sublease, shall accrue to the benefit of Landlord and not to the benefit of Tenant or any subtenant or other Person claiming through or under Tenant, and Landlord shall reasonably require. (c) If have the right to condition its consent to any such assignment or subletting upon receipt by Landlord of Tenant’s stock is not publicly held's or any subtenant's or other Person's written confirmation of, and other evidence of compliance with, the provisions of paragraph (a) of this Section 9.01 shall apply to a transfer (by one or more transfers) of a majority of the stock, limited liability company or partnership interests, or other evidences of ownership of Tenant as if such transfer were an assignment of this Lease. Such provisions shall not apply to transactions with an entity into or with which Tenant is merged or consolidated or to which substantially all of Tenant’s assets are transferred or to any entity that controls or is controlled by Tenant or is under common control with Tenant, provided that in any of such event clause (i) the successor to Tenant has a net worth computed in accordance with general accounting principles to be at least equal to the net worth of Tenant immediately prior to such merger, consolidation, or transfer; (ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction; and (iii) the assignee agrees directly with Landlord), by written instrument in form satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment or subletting. (d) If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant, or occupant and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, 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 the original named Tenant from the further performance by the original named Tenant hereunder. No assignment or subletting hereunder shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor. No assignment or subletting or occupancy shall affect Permitted Uses. (e) If for any assignment or sublease Tenant shall receive rent or other consideration, either initially or over the term of the assignment or sublease, in excess of (x) the rent called for hereunder (or in the case of the sublease of part, in excess of such rent allocable to the part) after appropriate adjustments to assure that all other payments called for hereunder are taken into account and (y) Tenant’s brokerage, improvement, and legal costs relating to such assignment or sublease (amortized ratably over the term of the sublease COMMERCIAL LEASE (MASTER SUBLEASE FORM) PAGE 18 OF 37 WAINSHAL MILL LEASING COMPANY LLC TO RRCC REALTY, LLC or assignment), Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of such excess of such payment of rent or other consideration received by Tenant promptly after its receiptmay be. (f) Within twenty (20) business days after Landlord’s receipt of all of the information and documents described in Section 9.01(b), Landlord may, at its option, in its sole and absolute discretion, by notice to Tenant, elect to (a) sublease the Premises or the portion thereof proposed to be sublet by Tenant upon the same terms as those offered to the proposed subtenant; (b) take an assignment of this Lease upon the same terms as those offered to the proposed assignee; or (c) terminate this Lease in the case of a proposed assignment or a proposed sublease of the entire Premises or as to the portion of the Premises subject to the proposed sublease, with a proportionate adjustment in the Rent payable hereunder if this Lease is terminated as to less than all of the Premises.

Assignment and Subletting Prohibited. (a) Tenant covenants and agrees thatshall not, whether voluntarily, involuntarily, either voluntarily or by operation of law, assign all or otherwise, neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered, or otherwise transferred 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's leasehold estate hereunder, or used or permit the Premises to be occupied by anyone other than Tenant or for any use or purpose other than a Permitted UseTenant's employees, or sublet the Premises or any portion thereof without Landlord's express prior written consent in each and every instance, which consent may be sublet withheld or issued subject to conditions, in Landlord's discretion. Tenant shall not, either voluntarily or by operation of law, encumber or pledge all or any part of Tenant's leasehold estate hereunder without Landlord's express prior written consent in each and every instance, which consent may be withheld or conditioned in Landlord's sole discretion. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be void and shall constitute a default hereunder. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or the sale or other transfer in the aggregate during the Term of a controlling percentage of the capital stock of Tenant or the sale of ten percent (which term, without limitation10%) or more of the value of the assets of Tenant, shall include granting be deemed a voluntary assignment of concessions, licensesthis Lease by Tenant. The phrase "controlling percentage" shall mean the ownership of, and the likeright to vote, stock possessing ten percent (10%) in whole or in partmore of the total combined voting power of all classes of Tenant's capital stock issued, outstanding, and entitled to vote for the election of directors. The preceding two sentences shall not apply to corporations, the stock of which is traded through an exchange or over the counter. If Tenant is a partnership or a limited liability company, a withdrawal or change, voluntary, involuntary, or by operation of law of any partner or partners (or member or members) owning a total of ten percent (10%) or more of the entity, or the dissolution of the entity, shall be offered deemed a voluntary assignment of this Lease by Tenant. If Tenant consists of more than one person or advertised for entity, a purported assignment, voluntary, involuntary, or by operation of law, by any one of such persons or entities shall deemed a voluntary assignment of this Lease by Tenant. No consent to an assignment, encumbrance or subletting, without sublease shall constitute a waiver of the provisions of this section. Upon receiving Landlord’s 's consent, which consent shall not be unreasonably withheld, subject Tenant may sublet the Premises or assign this Lease, without any right of Landlord to participate in the profit from and without any right by Landlord to terminate this Lease in connection with, the following provisions. types of transfers: (bi) Any request for Landlord’s consent under this Section 9.01 shall be accompanied by such information regarding any proposed assigneea subsidiary, subtenantaffiliate, franchisee, division or occupant as Landlord shall reasonably require. (c) If Tenant’s stock is not publicly held, the provisions of paragraph (a) of this Section 9.01 shall apply to a transfer (by one corporation controlled or more transfers) of a majority of the stock, limited liability company or partnership interests, or other evidences of ownership of Tenant as if such transfer were an assignment of this Lease. Such provisions shall not apply to transactions with an entity into or with which Tenant is merged or consolidated or to which substantially all of Tenant’s assets are transferred or to any entity that controls or is controlled by Tenant or is under common control with Tenant, provided that in any of such event ; (iii) the a successor corporation related to Tenant has a net worth computed in accordance with general accounting principles to be at least equal to the net worth of Tenant immediately prior to such by merger, consolidation, non-bankruptcy reorganization, or transfergovernment action; (ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction; and or (iii) the assignee agrees directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the obligations purchase of Tenant hereunder including, without limitation, the covenant against further assignment or subletting. (d) If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant, or occupant and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, 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 the original named Tenant from the further performance by the original named Tenant hereunder. No assignment or subletting hereunder shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor. No assignment or subletting or occupancy shall affect Permitted Uses. (e) If for any assignment or sublease Tenant shall receive rent or other consideration, either initially or over the term of the assignment or sublease, in excess of (x) the rent called for hereunder (or in the case of the sublease of part, in excess of such rent allocable to the part) after appropriate adjustments to assure that all other payments called for hereunder are taken into account and (y) Tenant’s brokerage, improvement, and legal costs relating to such assignment or sublease (amortized ratably over the term of the sublease COMMERCIAL LEASE (MASTER SUBLEASE FORM) PAGE 18 OF 37 WAINSHAL MILL LEASING COMPANY LLC TO RRCC REALTY, LLC or assignment), Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of such excess of such payment of rent or other consideration received by Tenant promptly after its receipt. (f) Within twenty (20) business days after Landlord’s receipt of substantially all of the information and documents described in Section 9.01(b), Landlord may, at its option, in its sole and absolute discretion, by notice to Tenant, elect to (a) sublease the Premises or the portion thereof proposed to 's assets provided that Tenant has substantial assets which will be sublet by Tenant upon the same terms as those offered to the proposed subtenant; (b) take an assignment of this Lease upon the same terms as those offered to the proposed assignee; or (c) terminate this Lease included in the case of a proposed assignment or a proposed sublease of the entire Premises or as sale which are in addition to the portion of the Premises subject to the proposed sublease, with a proportionate adjustment those located in the Rent payable hereunder if this Lease is terminated as to less than all of the Premises.