Common use of ASSIGNMENT, MORTGAGING AND SUBLETTING Clause in Contracts

ASSIGNMENT, MORTGAGING AND SUBLETTING. (a) Except as otherwise expressly provided in this Article, neither this Lease, nor the term and estate hereby granted, nor any part hereof or thereof, nor the interest of Tenant in any sublease or the rentals thereunder, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant, Tenant's legal representatives, subtenants, or successors in interest by operation of law or otherwise, and neither the Premises, nor any part thereof, shall be encumbered in any manner by reason of any act or omission on the part of Tenant or anyone claiming under or through Tenant, or shall be sublet or be used or occupied or permitted to be used or occupied, or utilized for desk space or for mailing privileges by anyone other than Tenant or for any purpose other than as permitted by this Lease, without the prior written consent of Landlord in each case. The transfer (or transfers in the aggregate) of a controlling interest in Tenant, by transfers of stock or general partnership interests, shall be deemed an assignment of this Lease. In the event that Tenant shall desire to assign this Lease or to sublease any portion of the Premises, then Tenant shall submit in writing to Landlord the name of the proposed assignee or subtenant, the nature and character of its business, the terms and conditions of the proposed assignment or subletting, information as to the financial responsibility of the proposed assignee or subtenant, and such other information as Landlord may require. In the event that Tenant desires to

ASSIGNMENT, MORTGAGING AND SUBLETTING. (a) Except as otherwise expressly provided set forth in this ArticleXxxxxxxxx 0, neither Xxxxxx shall not (i) wholly or partially assign or otherwise transfer this Lease, nor the term and estate hereby Lease or any rights herein granted, nor (ii) sublet all or part of the Premises or allow the same to be used or occupied by others or in violation of Paragraph 6 hereof, or (iii) mortgage, pledge, or encumber this Lease or all or any part hereof or thereof, nor of the interest of Tenant in any sublease or the rentals thereunder, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant, Tenant's legal representatives, subtenants, or successors in interest by operation of law or otherwise, and neither the Premises, nor any part thereof, shall be encumbered Premises in any manner by reason of any act or omission on the part of Tenant or anyone claiming under or through Tenant, or shall be sublet or be used or occupied or permitted to be used or occupied, or utilized for desk space or for mailing privileges by anyone other than Tenant or for any purpose other than as permitted by this Lease, without the prior written consent of Landlord in each caseinstance, which consent shall not be unreasonably withheld, conditioned, or delayed. The transfer (If Tenant or transfers in any assignee of Tenant is a corporation or partnership, the aggregate) of a controlling interest in Tenantterms “assign” and “assignment” shall, by transfers of stock or general partnership interests, shall be deemed an assignment for purposes of this Lease, be deemed to include the aggregate transfer of effective control of the applicable entity and/or a majority of the stock or partnership interest, as the case may be, of Tenant or such assignee of Tenant. In the event that Tenant shall desire reimburse Landlord for its actual legal fees (not to exceed $1,000.00), if any, and an administrative fee of $1,000.00 in connection with any request by Tenant for Landlord’s consent to an assignment. Notwithstanding anything to the contrary contained in the Lease, Tenant shall be permitted to assign this its interest in the Lease or to sublease sublet all or any portion of the Premises, then Tenant shall submit without advance notice to or consent from Landlord (i) to any entity which controls, is controlled by, or under common control with Tenant; (ii) to any successor entity who acquires all or substantially all of Tenant’s assets or interest in writing to Landlord the name of the proposed assignee its then-existing operations; and (iii) in connection with a merger or subtenant, the nature and character of its business, the terms and conditions of the proposed assignment or subletting, information as to the financial responsibility of the proposed assignee or subtenant, and such other information as Landlord may require. In the event that Tenant desires toconsolidation (each a “Permitted Transfer”).

ASSIGNMENT, MORTGAGING AND SUBLETTING. (a) Except as otherwise expressly provided in this Article, Tenant covenants and agrees that neither this Lease, Lease nor the term and estate hereby granted, nor any part hereof interest herein or thereoftherein, nor the interest of Tenant in any sublease or the rentals thereunder, shall will be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenanttransferred, Tenant's legal representativesvoluntarily, subtenants, or successors in interest by operation of law or otherwise, and that neither the Premises, nor any part thereof, shall thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant or anyone claiming under or through Tenant, or shall be sublet or be used or occupied occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges privileges, by anyone other than Tenant Tenant, or for any use or purpose other than as permitted by stated in Exhibit 1, or be sublet, or offered or advertised for subletting, without obtaining Landlord's prior written consent, which consent may, except as set forth in this Article 16, be withheld in Landlord's sole discretion. The foregoing shall not prohibit Tenant's agents, employees, contractors, officers, directors and invitees from using the premises. (b) The assignment or transfer of this Lease, without and the prior written consent term and estate hereby granted, to any business entity ("Permitted Tenant Successor") into which Tenant is merged or with which Tenant is consolidated or which acquires all or substantially all of Landlord in each case. The transfer (or transfers in the aggregate) of a controlling interest in Tenant, by transfers of 's stock or general partnership interestsassets, shall be deemed an assignment of this Lease. In the event that Tenant shall desire to assign this Lease or to sublease any portion of the Premisesis permitted without Landlord's consent, then Tenant shall submit in writing to Landlord the name of the proposed assignee or subtenant, the nature and character of its business, the terms and conditions of the proposed assignment or subletting, information as to the financial responsibility of the proposed assignee or subtenant, and such other information as Landlord may require. In the event that Tenant desires toprovided that:

ASSIGNMENT, MORTGAGING AND SUBLETTING. 12.1 Except as otherwise set forth herein, Sublessee shall not (a) Except as assign or otherwise expressly provided in transfer this Article, neither this Lease, nor Sublease or the term Term and estate hereby granted, nor (b) sublet all or part of the Premises or allow the same to be used or occupied by others or in violation of Paragraph 7 hereof, or (c) mortgage, pledge or encumber this Sublease or all or any part hereof or thereof, nor of the interest of Tenant in any sublease or the rentals thereunder, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant, Tenant's legal representatives, subtenants, or successors in interest by operation of law or otherwise, and neither the Premises, nor any part thereof, shall be encumbered Premises in any manner by reason of any act or omission on the part of Tenant Sublessee, without the prior written consent of Sublessor in each instance, which consent shall not be unreasonably withheld, delayed or anyone claiming under conditioned. In exercising such right of consent to any proposed assignment, subletting or through Tenantother transfer as described in subparagraphs (a) and (b) of this Paragraph 12.1, Sublessor shall be entitled to take into account any factor or factors relevant to such decision, and the factors which may cause Sublessor to reasonably withhold its consent shall include, but are not limited to, the following: (i) failure of any use proposed by any such proposed sublessee or assignee to comply with the KSL Development Plan; or (ii) failure of any use proposed by any such proposed sublessee or assignee to comply with the Permitted Use or, if applicable, such use as shall be approved in writing by Sublessor; or (iii) failure to utilize a sublease or assignment form approved by Sublessor; or (iv) failure of such sublessee, assignee or other transferee (A) to have a net worth of at least $5,000,000.00 or, if less, demonstrable financial resources sufficient to perform the project to be undertaken pursuant to such sublease, assignment or other transfer, as reasonably determined by Sublessor or (B) to be of good character and reputation; or (v) failure of the rent provided for in such sublease, assignment or other transfer, together with any Recognized Sub-subleases (as hereinafter defined) then in effect, to be sufficient to satisfy the minimum rent requirements set forth on the attached Exhibit "S" (the minimum rent which would be sufficient to satisfy the requirements of this clause (v) is hereinafter referred as the "Minimum Sublease Rent"). Sublessor agrees that the sublease form used by Sublessee shall be acceptable to Sublessor if any such sublease form is substantially identical to the form of this Sublease, without material changes other than as may be necessary or appropriate to reflect the business terms of the sublease transaction, the parties to the transaction, or which are not adverse to or detrimental to the interests of Sublessor, with such other changes as may be approved by Sublessor, which approval shall not be unreasonably withheld, delayed or conditioned, provided that the sublease form satisfies the requirements set forth on the Schedule of Minimum Sub-sublease Requirements attached hereto as Exhibit "S" and incorporated herein (a sublease form which satisfies the requirements of this sentence is hereinafter referred to as an "Approved Sublease Form"). Any assignment or subletting, if consented to by Sublessor, shall be further subject to and conditioned upon the following: (a) at the time of any proposed subletting or assignment, Sublessee shall not be in default beyond any applicable grace period under any of the terms, provisions or conditions of this Sublease; (b) the sublessee or assignee shall occupy only the Premises and conduct its business in accordance with the KSL Development Plan and the Permitted Use or, if applicable, such use as was approved in writing by Sublessor; (c) prior to occupancy, Sublessee and its assignee or sublessee shall execute, acknowledge and deliver to Sublessor a fully-executed counterpart of a written assignment of lease or sublease, as the case may be (consented to by any Guarantor of this Sublease) on a form approved by Sublessor, by the terms of which: (i) in case of an assignment, Sublessee will assign to such assignee Sublessee's entire interest in this Sublease, and all prepaid rents hereunder, and the assignee will accept said assignment and assume and agree to perform as the obligation of such assignee directly to and for the benefit of Sublessor and enforceable by Sublessor, all of the terms, covenants and conditions of this Sublease on Sublessee's part to be performed with respect to the period from and after the date of such assignment; or (ii) in case of a subletting, the sublease in all respects will be subject and subordinate to all of the terms, covenants and conditions of this Sublease; and (d) notwithstanding any such assignment or subletting under the terms of this Paragraph, both Sublessee and any Guarantor will acknowledge that, notwithstanding any such assignment or subletting and the consent of Sublessor thereto, neither Sublessee nor said Guarantor, if any, is released or discharged from any liability whatsoever under this Sublease and both shall continue liable with the same force and effect as though no assignment or sublease has been made. Notwithstanding the foregoing provisions of this Paragraph 12.1 and notwithstanding anything to the contrary contained elsewhere in this Sublease, Sublessee shall be entitled to enter into subleases with respect to portions of the Premises other than for Preapproved Projects (as hereinafter defined) pursuant to Paragraph 12.4 below, and other than to Affiliates pursuant to Paragraph 12.5 below, to sublessees who are not entitled to the benefits of a Recognized Sub-Sublessee pursuant to Paragraph 12.6 below, without the consent of Sublessor. 12.2 Should Sublessee desire to assign this Sublease or sublet the Premises or any portion thereof and such assignment or sublease requires Sublessor's prior consent hereunder, Sublessee shall give Sublessor written notice of such desire, which notice shall contain (1) the name and address of the proposed assignee or sublessee and its form of organization, (2) the material terms and conditions of the proposed sublease or assignment (including, without limitation, the financial terms of such proposed assignment or subletting and the proposed commencement date of the proposed assignment or sublease), and (3) financial statements for the three (3) most recently completed fiscal years of the proposed assignee or sublessee and such other financial information as Sublessor shall reasonably request (or if the proposed assignee or sublessee has not been extant for at least three [3] years, such financial statements as are available), together with the request that Sublessor approve such assignment or sublease. Sublessor shall have a period of thirty (30) days following receipt of such written notice within which to notify Sublessee in writing that Sublessor elects (A) to deny Sublessee the right to consummate such assignment or sublease, or (B) permit Sublessee to assign this Sublease or sublet the Premises. In the event Sublessor fails to respond to such written request for approval within thirty (30) days of receipt of such request, Sublessor shall be deemed to have approved such request. In the event of a denial of approval of one or more projects, Sublessor shall specify in reasonable detail the reasons for such disapproval. 12.3 If this Sublease be assigned, whether or not in violation of the terms of this Sublease, Sublessor may collect rent from the assignee. If the Premises or any part thereof be sublet or be used or occupied or permitted to be used or occupied, or utilized for desk space or for mailing privileges by anyone anybody other than Tenant Sublessee, whether or for not in violation of this Sublease, Sublessor may, after default by Sublessee and expiration of Sublessee's time to cure such default, if any, collect rent from the subtenant or occupant. In either event, Sublessor may apply the net amount collected to the Rent herein reserved. The consent by Sublessor to an assignment, transfer, encumbering or subletting pursuant to any purpose other than as permitted by provision of this Lease, without Sublease shall not in any way be considered to relieve Sublessee from obtaining the express prior written consent of Landlord in each caseSublessor to any other or further assignment, transfer, encumbering or subletting. The transfer (or transfers in the aggregate) of a controlling interest in Tenant, by transfers of stock or general partnership interests, shall be deemed an Neither any assignment of this Lease. In the event that Tenant shall desire to assign this Lease Sublease nor any subletting, occupancy or to sublease any portion use of the PremisesPremises or any part thereof by any person other than Sublessee, then Tenant shall submit nor any collection of rent by Sublessor from any person other than Sublessee, nor any application of any such rent as provided in writing to Landlord the name this Paragraph 12 shall, under any circumstances, be deemed a waiver of any of the proposed assignee provisions of Paragraph 12.1 hereof, or subtenantrelieve, the nature and character impair, release or discharge Sublessee of its business, obligations fully to perform the terms of this Sublease on Sublessee's part to be performed and Sublessee shall remain fully and primarily liable therefor. Sublessor shall have no liability for brokerage commissions arising out of a transfer by Sublessee and Sublessee shall and does hereby indemnify Sublessor and hold it harmless from any and all liability for brokerage commissions arising out of any such transfer. 12.4 Without further approval by Sublessor but subject to the terms and conditions set forth below in this Paragraph 12.4, Sublessee shall have the right to sublease to third parties up to three (3) proposed projects included within the KSL Development Plan. Each such project is hereinafter referred to as a "Preapproved Project" and such projects are hereinafter collectively referred to as the "Preapproved Projects"). Sublessee shall have the right to enter into subleases for the Preapproved Projects without the further consent or approval of Sublessor subject to the following terms and conditions: (a) Construction of a Preapproved Project must commence within five (5) years after the Execution Date; (b) Any sublease of a Preapproved Project: (i) shall be in compliance with the KSL Development Plan or modifications thereof approved by Sublessor; (ii) shall provide for use of the proposed assignment or sublettingPreapproved Project in accordance with the Permitted Use or, information if applicable, such use as shall be approved in writing by Sublessor; (iii) shall be on an Approved Sublease Form; (iv) shall be a sublease to a sublessee having a net worth of at least $5,000,000.00 or, if less, having demonstrable financial resources sufficient to perform the -project to be undertaken by the sublessee pursuant to such sublease, as reasonably determined by Sublessor; and (v) the rent provided for in such sublease shall not be less than the Minimum Sublease Rent; (c) Any subleases approved by Sublessor under Paragraph 12.1 above shall not be included in the three (3) Preapproved Projects for which no approval of Sublessor is required under this Paragraph 12.4; and (d) Sublessee shall provide to Sublessor, prior to the financial responsibility execution of a sublease under this Paragraph 12.4, written notice of Sublessee's intention to execute such sublease and evidence reasonably satisfactory to Sublessor that the terms and conditions set forth above have been satisfied. 12.5 Without further approval by Sublessor but subject to the terms and conditions set forth below in this Paragraph 12.5 and elsewhere in this Xxxxxxxxx 00, Xxxxxxxxx shall have the right to assign this Sublease or to sublease all or portions of the proposed assignee Premises to any Affiliate of Sublessee. Any such sublease of all or subtenantportions of the Premises to an Affiliate without the further consent or approval of Sublessor shall be subject to the following terms and conditions: (i) such sublease shall be in compliance with the KSL Development Plan or modifications thereof approved by Sublessor; (ii) such sublease shall provide for use of the subleased portion of the Premises in accordance with the Permitted Use or, if applicable, such use as shall be approved in writing by Sublessor; and (iii) such sublease shall be on an Approved Sublease Form; and (iv) the rent provided for in such sublease shall not be less than the Minimum Sublease Rent, except that the minimum rent provided for in such sublease may be less than the Minimum Sublease Rent if such sublease to an Affiliate is not to be treated as a Recognized Sub-Sublease pursuant to the provisions of the last sentence of Paragraph 12.1 above, and such Affiliate shall not be entitled to the benefits of a Recognized Sub-Sublessee pursuant to Paragraph 12.6 below. (ii) Sublessee shall provide to Sublessor, prior to the execution of a sublease under this Paragraph 12.5, written notice of Sublessee's intention to execute such sublease and evidence reasonably satisfactory to Sublessor that the terms and conditions set forth above have been satisfied. (A) Any sublease for a Preapproved Project or to an Affiliate, meeting all of the terms and conditions for entering into such sublease without the prior approval of Sublessor, and any other information as Landlord may require. In the event that Tenant desires tosublease expressly approved by Sublessor pursuant to this Paragraph 12 shall be entitled to recognition in accordance with this Paragraph 12.

ASSIGNMENT, MORTGAGING AND SUBLETTING. (a) Except as otherwise expressly provided in this Articlewhere stated herein, Tenant covenants and agrees that neither this Lease, Lease nor the term and estate hereby granted, nor any part hereof interest herein or thereoftherein, nor the interest of Tenant in any sublease or the rentals thereunder, shall will be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant, Tenant's legal representatives, subtenants, or successors in interest by operation of law or otherwisetransferred, and that neither the Premises, the Building, nor any part thereof, shall thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant or anyone claiming under or through Tenant, or shall be sublet or be used or occupied or permitted to be used or occupied, or utilized for desk space or for mailing privileges privileges, by anyone other than Tenant Tenant, or for any use or purpose other than as permitted by this Leasestated herein, or be sublet or offered or advertised for subletting, without the prior written consent of Landlord in each every case, which consent shall not be unreasonably withheld. The transfer (or transfers Without in any manner limiting the aggregate) of a controlling interest in Tenant, by transfers of stock or general partnership interests, shall be deemed an assignment of this Lease. In the event that Tenant shall desire to assign this Lease or to sublease any portion generality of the Premisesforegoing, then Tenant shall submit several of the considerations which Landlord may include in writing to Landlord its determination are the name quality and character of the business of the proposed assignee or subtenant, the nature and character anticipated impact of its business, the terms and conditions business of the proposed assignment assignee or sublettingsubtenant on the reputation and operation of the Building, information as to and the financial responsibility credit worthiness of the proposed assignee or subtenant. Notwithstanding anything contained herein to the contrary, and such Tenant shall have no right, without the prior written consent of Landlord (i) to assign this lease or sublet any interest hereunder to any person or entity with whom Landlord is then negotiating for the rental of other information as Landlord may requirespace in the Building, (ii) to advertise publicly to assign this lease or sublet any interest hereunder, or (iii) to assign this lease or sublet any interest hereunder at below market rental rates. In the event that Tenant desires toNot in