Common use of ASSIGNMENT & SUBLETTING Clause in Contracts

ASSIGNMENT & SUBLETTING. Tenant, for itself, its legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease or any of its rights or estates hereunder, without the prior written consent of the Landlord, which consent will not be unreasonably withheld, conditioned, or delayed, provided that the Tenant has fully complied with the covenants and conditions of this Lease on its part to be performed, nor sublet the Demised Premises or any part thereof, or suffer or permit, the Demised Premises, or any part thereof, to be used or occupied by others, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, conditioned, or delayed. The prohibition against assignments shall include assignments by operation of law. The restriction upon Tenant assigning or transferring its interest in this Lease shall apply to any such assignment or transfer which results from the sale or transfer of all or a controlling interest of the stock or beneficial interest in Tenant or from the consolidation or merger of Tenant with any other person or from bankruptcy, reorganization insolvency, dissolution or liquidation of Tenant by operation of law or otherwise. Landlord’s consent to an assignment or subletting shall not, in any way, be construed to relieve Tenant from obtaining Landlord’s express written consent to any further assignment or subletting. In no event shall any permitted sublessee or assignee sublet or assign 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, granted or withheld in accordance with the terms of this Article 45.

ASSIGNMENT & SUBLETTING. Tenant, for itself, its legal representatives, successors and assigns, expressly covenants that it (a) Tenant shall not assign, mortgage hypothecate, mortgage, encumber, or encumber convey this Lease or any of its rights or estates hereunder, without the prior written consent of the Landlord, which consent will not be unreasonably withheld, conditioned, or delayed, provided that the Tenant has fully complied with the covenants and conditions of this Lease on its part to be performed, nor sublet the Demised Premises interest under it; allow any transfer thereof or any part thereof, or suffer or permit, the Demised Premises, or any part thereof, to be used or occupied by others, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, conditioned, or delayed. The prohibition against assignments shall include assignments by operation of law. The restriction lien upon Tenant assigning or transferring its Tenant's interest in this Lease shall apply to any such assignment or transfer which results from the sale or transfer of all or a controlling interest of the stock or beneficial interest in Tenant or from the consolidation or merger of Tenant with any other person or from bankruptcy, reorganization insolvency, dissolution or liquidation of Tenant by operation of law or otherwise. Landlord’s consent to an assignment ; sublet the whole or subletting shall not, in any way, be construed to relieve Tenant from obtaining Landlord’s express written consent to any further assignment or subletting. In no event shall any permitted sublessee or assignee sublet or assign or otherwise suffer part of the demised premises; or permit the use of the demised premises by anyone other than Tenant and its employees, independent freelance contractors, Tenant's parent company employees or employees of any of its subsidiaries, so long as under Tenant's supervision utilxxxx xor a similar use. If Tenant is a corporation, any dissolution, merger, consolidation or reorganization of Tenants, parent company or the sale or transfer of a controlling percentage of the capital stock of Tenant, whether by a single transaction or event or by cumulative transactions or events shall be deemed an assignment of this Lease, and shall be subject to the restrictions set forth above. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law, of any partner or partners owning 5 1% or more of the partnership interest, whether by a single transaction or event or by cumulative transactions or events, or the dissolution of the partnership shall be deemed an assignment of the Lease and shall be subject to the restrictions set forth above. (b) Tenant shall not sublet the whole or any part of the premises without Landlord's prior written xxxxxxx. In the event Tenant intends to sublease all or any portion of the premises, Tenant shall take the following actions: (i) Tenant shall first notify Landlord in writing of its intention to sublet prior to any advertising of same, hiring of brokers or contacting of potential subtenants. Such notice shall identify the space proposed to be sublet, which space must be a legally leasable unit in compliance with all applicable ordinances and codes, and shall state the date on which Tenant requests that the sublet commence, which date shall be no less than one hundred eighty (180) days from the date of Tenant's notice. (ii) Landlord shall have thirty (30) days following the receipt of such notice to notify Tenant whether it elects to recapture the space Tenant has proposed to sublet. Landlord's failure to senx xxxx xotice within such thirty (30) day period shall be deemed to mean Landlord has not elected to recapture the space. (iii) In the event the Landlord elects to recapture the space, it shall notify Tenant of its intent by service of a written notice of cancellation terminating that portion of the Lease covering the space Landlord has chosen to recapture, which may include all or any lesser portion of the space Tenant has proposed to sublet. In such event Landlord agrees that the xxxxx xxt recaptured by Landlord shall be a legally leasable unit. Landlord and Tenant shall pay 50% of all costs of any construction necessary to accomplish the division of the space. The termination of the Lease as to the recaptured space shall be effective on the date specified by the Tenant in its notice pursuant to Subsection 16 (i) and (ii). (iv) In the event that Landlord elects to recapture any proposed sublet space under these provisions, the Base Rent, Rentable Area of the Premises and Measurable Area of the Premises as provided in Section I above shall be adjusted as of the termination date designated in the cancellation notice, referred to in the first sentence of the preceding sub-paragraph (iii) above and this Lease as so amended shall continue thereafter in full force and effect. (v) In the event that the Landlord elects not to recapture part or all of the proposed sublet space, or any part thereof, to be used or occupied by others, without Landlord’s prior written consent Landlord shall so notify Tenant as set forth in each instance, granted or withheld (ii) above. Provided Tenant is not in accordance default under the Lease and has fully complied with the terms of this Article 45Section 16, Tenant may then proceed to contact potential subtenants and shall have the option to sublet the non-recaptured space in accordance with the following provisions: (A) Tenant shall bear all costs and expenses associated with the subletting including, without limitation, any and all costs and expenses incurred by Landlord (if any). (B) Upon locating a suitable potential subtenant, Tenant shall notify Landlord in writing. Such notice shall state the name and address of the proposed subtenant and shall include a true and complete copy of the proposed sublease. Tenant shall also deliver to Landlord copies of all financial statements, credit reports and other such information in its possessions relating to the prospective subtenant. At Landlord's request, Tenant shall promptly secure and deliver any additional information Landlord deems necessary in order to evaluate the potential subtenant. (C) Landlord shall have fifteen (15) days from the date of its receipt of the last information provided by Tenant on the prxxxxxx subtenant during which to evaluate such subtenant and decide whether to consent to the sublease. Landlord shall notify Tenant of its decision in writing, and, in the event that Landlord does not consent to the sublease, its notice thereof to Tenant shall include an explanation of its reasons for denying consent. In the event that Landlord consents to the sublease, Tenant may execuxx xxx sublease and collect all rents due thereunder subject to the provisions of subparagraph (D) below and subject to the subtenant's agreement to comply with all the terms of this Lease as they apply to the sublet space. (D) Following the execution of any sublease to which Landlord has consented and throughout the term thereof, Tenant shall pay Landlord fifty percent (50%) of all amounts received by Tenant in connection with subletting in excess of the rent for the sublet space Tenant is obligated to pay Landlord hereunder, but only after Tenant has recaptured its xxxxxmental costs and expenses associated with affecting the sublease including any construction costs. (E) The use for which the premises or any part thereof may be sublet shall be only for lawful office use which is in keeping with the general character of the Building and Complex, which is not extra-hazardous on account of fire and which does not conflict with exclusive rights granted to any other tenant. (F) The granting consent by Landlord to Tenant for subletting of the premises or any part thereof shall not release Tenant from direct and primary liability under this Lease for the performance of all of the covenants, duties and obligations of Tenant hereunder, and Landlord shall retain its rights to enforce the provisions of this Lease against Tenant or any subtenant without demand upon or proceeding in any way against any other person. Consent to a particular sublease shall not be deemed a consent to any other or subsequent transaction.

ASSIGNMENT & SUBLETTING. Tenant, for itself, its legal representatives, successors and assigns, expressly covenants that it Tenant shall not sublet, assign, mortgage transfer, mortgage, pledge, hypothecate, or encumber this Lease or any interest herein or any portion hereof, or permit or suffer any other person (the employees, agents, servants, and invitees of its rights Tenant excluded) to occupy or estates hereunderuse the Premises, or any portion thereof, without the prior written consent of Landlord. In lieu of granting its consent to a subletting or assignment, Landlord may, at its sole option, terminate this Lease by notice to Tenant given within five (5) business days from the Landlordreceipt of request for permission to sublet or assign. Such termination shall be effective on the same date as the commencement date of the proposed subletting or assignment. Tenant shall have the right to negate any such termination by withdrawing its request within five (5) days after receipt of Landlords notice of termination, in which event the Lease shall remain in full force and effect. In the event of any assignment or subletting, Tenant shall remain the principal obligor under all covenants of this Lease, and by accepting any assignment or subletting, an assignee or subtenant shall become bound by and shall perform, and shall become entitled to the benefit of, all of the terms, conditions, and covenants by which the Tenant is bound. A consent will not be unreasonably withheldto any such assignment, conditionedsubletting, occupation, or delayed, provided that the Tenant has fully complied with the covenants and conditions of this Lease on its part to be performed, nor sublet the Demised Premises or use by any part thereof, or suffer or permit, the Demised Premises, or any part thereof, to be used or occupied by others, without the prior written consent of Landlord in each instance, which consent other person shall not be unreasonably withheld, conditioned, or delayed. The prohibition against assignments shall include assignments by operation of law. The restriction upon Tenant assigning or transferring its interest in this Lease shall apply deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Any such assignment or transfer which results from subletting without such consent shall be void, and shall, at the sale or transfer of all or a controlling interest option of the stock or beneficial interest in Tenant or from Landlord constitute a default under the consolidation or merger of Tenant with any other person or from bankruptcy, reorganization insolvency, dissolution or liquidation of Tenant by operation of law or otherwiseLease. Landlord’s consent to an assignment or subletting This Section shall not, in any way, be construed to relieve not preclude Tenant from obtaining Landlord’s express written consent to any further assignment periodically renting the facility or subletting. In no event shall any permitted sublessee meeting rooms for community or assignee sublet or assign 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, granted or withheld in accordance with the terms of this Article 45private events.

ASSIGNMENT & SUBLETTING. Tenant, for itself, its legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease or any of its rights or estates hereunderExcept as set forth below, without the prior written consent of the Landlord, which consent may be withheld in the sole discretion of Landlord, neither Tenant nor Tenant’s legal representatives or successor(s) in interest will not be unreasonably withheldassign, conditionedpledge, encumber, mortgage or delayed, provided that the Tenant has fully complied with the covenants and conditions of this Lease on its part to be performed, nor sublet the Demised Premises or any part thereof, or suffer or permit, the Demised Premises, or any part thereof, to be used or occupied by others, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, conditioned, or delayed. The prohibition against assignments shall include assignments by operation of law. The restriction upon Tenant assigning or transferring its interest in this Lease shall apply to otherwise transfer (any such assignment action to “assign” or transfer which results from the sale or transfer of all or a controlling interest of the stock or beneficial interest in Tenant or from the consolidation or merger of Tenant with any other person or from bankruptcyan “assignment”) this Lease, reorganization insolvency, dissolution or liquidation of Tenant by operation of law or otherwise, or sublet the whole or any part of the Premises, or permit the Premises to be used by any other than Tenant, except for a “Permitted Assignment.” A Permitted Assignment shall mean an assignment in connection with the sale or disposition of Burlington Telecom and its assets via an arms-length transaction as set forth in an agreement and approved by the Public Service Board of the State of Vermont. Landlord’s Any consent by Landlord to an any other act of assignment or subletting shall not, in any way, applies only to the specific transaction authorized. Such consent will not be construed as a waiver of the duty of Tenant, or the legal representatives or assigns of Tenant, to relieve Tenant obtain from obtaining Landlord’s express written Landlord consent to any further other or subsequent assignment or subletting, or as modifying or limiting the rights of Landlord under the foregoing covenant by Tenant not to assign or sublet without such consent. In No other such assignment will be binding unless and until the assignee or subtenant will deliver to Landlord a fully executed duplicate original of this Lease. Landlord consents to the sub-leasing of the Leased Premises to the City of Burlington d/b/a Burlington Telecom for the use of the facilities for the operation of the Burlington Telecom System, and to the sub-subleasing by the City of Burlington of a portion of the Premises for use as office space. Any purported assignment in violation of this Section is voidable at Landlord’s election. Any purported assignment or attempted assignment in violation of this Section will constitute an Event of Default for which no event shall notice nor grace period need be given. Tenant is and remains fully liable for all of Tenant’s obligations under this Lease notwithstanding any permitted assignment or sublet of all or a portion of the Premises. Any violation of any provision of this Lease, whether by act or omission, by any assignee, sublessee or assignee sublet undertenant or assign occupant, is deemed a violation of such provision by Tenant, it being the intention and meaning of the parties that Tenant will assume and be liable, jointly and severally, to Landlord for any and all acts and omissions of any and all assignees, sublessees, undertenants or otherwise suffer occupants of Tenant. If this Lease be assigned, Landlord may and is empowered to collect Minimum Base Rent, Operating Expenses, additional rent and any and all other charges, fees or permit penalties of any nature as provided in this Lease for payment by Tenant from the sublet space, assignee. If the Premises or any part thereof, to thereof be used underlet or occupied by othersany person other than Tenant, without Landlord, in the event of Tenant’s prior written consent default, may, and is empowered to, collect rent from the undertenant or occupant; in each instanceeither of such events Landlord will apply the net amount received by it to the rent in this Lease reserved, granted but no such collection is deemed a waiver of the covenant tin this Lease against assignment and underletting, or withheld the acceptance of the assignee, under Tenant or occupant as Tenant, or a release of Tenant from the further performance of the covenants in accordance with this Lease contained on the terms part of this Article 45Tenant.

ASSIGNMENT & SUBLETTING. Tenant, for itself, its legal representatives, successors and assigns, expressly covenants that it Tenant shall not sublet, assign, mortgage transfer, mortgage, pledge, hypothecate, or encumber this Lease or any interest herein or any portion hereof, or permit or suffer any other person (the employees, agents, servants, and invitees of its rights Tenant excluded) to occupy or estates hereunderuse the Premises, or any portion thereof, without the prior written consent of Landlord. In lieu of granting its consent to a subletting or assignment, Landlord may, at its sole option, terminate this Lease by notice to Tenant given within five (5) business days from the Landlordreceipt of request for permission to sublet or assign. Such termination shall be effective on the same date as the commencement date of the proposed subletting or assignment. Tenant shall have the right to negate any such termination by withdrawing its request within five (5) days after receipt of Landlords notice of termination, in which event the Lease shall remain in full force and effect. In the event of any assignment or subletting, Tenant shall remain the principal obligor under all covenants of this Lease, and by accepting any assignment or subletting, an assignee or subtenant shall become bound by and shall perform, and shall become entitled to the benefit of, all of the terms, conditions, and covenants by which the Tenant is bound. A consent will not be unreasonably withheldto any such assignment, conditionedsubletting, occupation, or delayed, provided that the Tenant has fully complied with the covenants and conditions of this Lease on its part to be performed, nor sublet the Demised Premises or use by any part thereof, or suffer or permit, the Demised Premises, or any part thereof, to be used or occupied by others, without the prior written consent of Landlord in each instance, which consent other person shall not be unreasonably withheld, conditioned, or delayed. The prohibition against assignments shall include assignments by operation of law. The restriction upon Tenant assigning or transferring its interest in this Lease shall apply deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Any such assignment or transfer which results from subletting without such consent shall be void, and shall, at the sale or transfer of all or a controlling interest option of the stock or beneficial interest in Tenant or from Landlord constitute a default under the consolidation or merger of Tenant with any other person or from bankruptcy, reorganization insolvency, dissolution or liquidation of Tenant by operation of law or otherwiseLease. Landlord’s consent to an assignment or subletting This Section shall not, in any way, be construed to relieve not preclude Tenant from obtaining Landlord’s express written consent to any further assignment periodically renting the facility or sublettingmeeting rooms for community or private events. In no event shall any permitted sublessee or assignee sublet or assign or otherwise suffer or permit the sublet space, or any part thereof, to Any rental must be used or occupied by others, without Landlord’s prior written consent in each instance, granted or withheld in accordance with the terms of this Article 45.prescribed rental agreement that is attached as Exhibit A.

ASSIGNMENT & SUBLETTING. Tenant, for itself, its legal representatives, successors and assigns, expressly covenants that it The Concessionaire shall not assign, mortgage or encumber this Lease or any of its rights or estates hereundernot, without the prior written consent of the LandlordBOR, which consent will not be unreasonably withheldassign the Concession Agreement, conditionedany Lease, or delayedany interest in the Premises, provided that the Tenant has fully complied with the covenants and conditions of this Lease on its part to be performed, nor or otherwise transfer or sublet the Demised Premises or any part thereofthereof or permit the use of the Premises by any party other than the Concessionaire and Permitted Residents. If the Concessionaire is a partnership, a limited liability company, or suffer a limited liability partnership, a withdrawal or permitchange, the Demised Premiseswhether voluntary, involuntary, or any part thereof, to be used or occupied by others, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, conditioned, or delayed. The prohibition against assignments shall include assignments by operation of law. The restriction upon Tenant assigning , of partners or transferring its members owning a controlling interest in this the Concessionaire shall be deemed a voluntary assignment of the Concession Agreement and each Lease shall apply and subject to the foregoing provisions. If the Concessionaire is a corporation, any such assignment dissolution, merger, consolidation, or transfer which results from other reorganization of the Concessionaire, or the sale or transfer of all or a controlling interest in the capital stock of the stock Concessionaire, shall be deemed a voluntary assignment of the Concession Agreement and Leases and subject to the foregoing provisions. No subletting of the Premises (other than to Permitted Residents) shall be effective unless and until (i) the BOR shall have consented in writing and (ii) there shall have been delivered to the BOR an agreement, in form and substance satisfactory to the BOR, signed by the Concessionaire and the proposed sublessee, whereby the sublessee acknowledges the right of the BOR to continue or beneficial interest terminate any sublease, in Tenant or from the consolidation or merger BOR’s sole discretion, upon termination of Tenant with any other person or from bankruptcythe Concession Agreement and the Leases, reorganization insolvency, dissolution or liquidation and such sublessee agrees to recognize and attorn to the BOR in the event that the BOR elects under such circumstances to continue such sublease. Notwithstanding the assignment of Tenant by operation of law or otherwise. Landlord’s consent to an assignment the Concession Agreement and/or Leases or subletting of the Premises, the Concessionaire shall notremain obligated for all liability to the BOR arising under the Concession Agreement, in any wayeach Lease, be construed to relieve Tenant from obtaining Landlord’s express written consent to any further assignment or subletting. In no event shall any permitted sublessee or assignee sublet or assign or otherwise suffer or permit and the sublet space, or any part thereof, to be used or occupied by others, without Landlord’s prior written consent in each instance, granted or withheld in accordance with Project Operating Agreement during the terms of this Article 45entire remaining Term.

ASSIGNMENT & SUBLETTING. Section 14.1. Except as expressly provided otherwise in this Article 14, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease Lease, nor underlet all or any of its rights or estates hereunder, without the prior written consent portion of the Landlord, which consent will not be unreasonably withheld, conditionedDemised Premises, or delayed, provided that the Tenant has fully complied with the covenants and conditions of this Lease on its part to be performed, nor sublet suffer or permit the Demised Premises or any part thereof, or suffer or permit, the Demised Premises, or any part thereof, thereof to be used or occupied by others, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, conditioned, or delayed. The prohibition against assignments shall include assignments consent by operation of law. The restriction upon Tenant assigning or transferring its interest in this Lease shall apply to any such assignment or transfer which results from the sale or transfer of all or a controlling interest of the stock or beneficial interest in Tenant or from the consolidation or merger of Tenant with any other person or from bankruptcy, reorganization insolvency, dissolution or liquidation of Tenant by operation of law or otherwise. Landlord’s consent Landlord to an assignment or subletting underletting shall not, not in any way, way be construed to relieve Tenant from obtaining Landlord’s the express written consent in writing of Landlord to any further assignment or sublettingunderletting as to which Landlord's consent is required under this Lease. In no event Possession or occupancy of any portion of the Demised Premises by one or more of Tenant's Affiliates (whether or not pursuant to a written agreement) shall not be deemed or construed to be a sublease hereunder and Tenant shall be permitted to allow, subject to the terms and conditions of this Lease (but without having to obtain Landlord's consent thereto), Tenant's Affiliates to occupy the Demised Premises. Notwithstanding the foregoing, in the case of possession or occupancy of any portion of the Demised Premises by Tenant's Affiliates, any subsequent transaction whereby such occupant shall cease to be an Affiliate shall be deemed a sublease requiring Landlord's prior consent pursuant to this Article 14; provided however that Landlord shall not have the rights in, and Tenant shall not be obligated to comply with, the provisions of Section 14.3 hereof (provided that such subsequent transaction shall be done for a good business purpose and not primarily for the purpose of circumventing compliance with Section 14.3 hereof). The Tenant originally named herein (i.e., Credit Suisse First Boston (USA), Inc.) and any successor thereto by merger, consolidation or corporate reorganization or sale of substantially all of its assets, shall be permitted sublessee to allow, subject to the terms and conditions of the Lease (but without having to either obtain Landlord's consent thereto or share any Profits therefrom with Landlord), Tenant's "Business Associates," as hereinafter defined, to occupy portions of the Demised Premises on a temporary basis from time to time (it being agreed that the term "temporary" as used in this Section 14.1 shall mean the duration of the ongoing business or professional relationship), provided that the space occupied by Tenant's Business Associates shall not be separately demised from the Demised Premises. "Business Associates" shall mean professional and business entities with whom the named Tenant shall have an ongoing professional or business relationship. Any assignee sublet or assign subtenant of the Tenant originally named herein shall also be permitted to allow, subject to the terms and conditions of the Lease (but without having to either obtain Landlord's consent thereto or otherwise suffer share any Profits therefrom with Landlord), its Business Associates to occupy up to fifteen (15%) percent of the Demised Premises, in the case of an assignee, or permit up to fifteen (15%) percent of the sublet space, or any part thereofin the case of a subtenant, from time to be used or time on a temporary basis provided that the space occupied by otherssuch Business Associates shall not be separately demised from the Demised Premises or the sublet space, without Landlord’s prior written consent in each instance, granted or withheld in accordance with as the terms of this Article 45case may be.

ASSIGNMENT & SUBLETTING. Tenant, for itself, its legal representatives, successors and assigns, expressly covenants that it Tenant shall not sublet, assign, mortgage transfer, mortgage, pledge, hypothecate, or encumber this Lease or any interest herein or any portion hereof, or permit or suffer any other person (the employees, agents, servants, and invitees of its rights Tenant excepted) to occupy or estates hereunderuse the Premises, or any portion thereof, without the prior written consent of Landlord. In lieu of granting its consent to a subletting or assignment, Landlord may, at its sole option, terminate this Lease by notice to Tenant given with five (5) business days from the receipt of request for permission to sublet or assign. Such termination shall be effective on the same date as the commencement date of the proposed subletting or assignment. Tenant shall have the right to negate any such termination by withdrawing its request within five (5) days after receipt of Landlords notice of termination, in which event the Lease shall remain the principal obligor under all covenants of this Lease, and by accepting any assignment or subletting, an assignee or subtenant shall become bound by and shall perform, and shall become entitled to the benefit of, all the terms, conditions, and covenants by which the Tenant is bound. A consent to any such assignment, subletting, occupation, or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, which consent will not be unreasonably withheld, conditioned, or delayed, provided that constitute a default under the Tenant has fully complied with the covenants and conditions of this Lease on its part to be performed, nor sublet the Demised Premises or any part thereof, or suffer or permit, the Demised Premises, or any part thereof, to be used or occupied by others, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, conditioned, or delayed. The prohibition against assignments shall include assignments by operation of law. The restriction upon Tenant assigning or transferring its interest in this Lease shall apply to any such assignment or transfer which results from the sale or transfer of all or a controlling interest of the stock or beneficial interest in Tenant or from the consolidation or merger of Tenant with any other person or from bankruptcy, reorganization insolvency, dissolution or liquidation of Tenant by operation of law or otherwise. Landlord’s consent to an assignment or subletting shall not, in any way, be construed to relieve Tenant from obtaining Landlord’s express written consent to any further assignment or subletting. In no event shall any permitted sublessee or assignee sublet or assign 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, granted or withheld in accordance with the terms of this Article 45Lease.

ASSIGNMENT & SUBLETTING. TenantExcept as herein set forth, for itself, its legal representatives, successors and assigns, expressly covenants that it Tenant shall not sublet, assign, mortgage transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest herein or any portion hereof, or permit or suffer any other person (the employees, agents, servants and invitees of its rights Tenant excepted) to occupy or estates hereunderuse the Premises, or any portion thereof, without the prior written consent of the Landlord, which consent will not be unreasonably withheld, conditioned, or delayed, provided that the Tenant has fully complied with the covenants and conditions of this Lease on its part to be performed, nor sublet the Demised Premises or any part thereof, or suffer or permit, the Demised Premises, or any part thereof, to be used or occupied by others, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld. In lieu of granting its consent to a subletting or assignment, conditionedLandlord may, at its sole option, terminate this Lease by notice to Tenant given within five (5) business days from the receipt of request for permission to sublet or assign. Such termination shall be effective on the same date as the commencement date of the proposed subletting or assignment. Tenant shall have the right to negate any such termination by withdrawing its request within ten (10) days after receipt of Landlord's notice of termination, in which event the Lease shall remain in full force and effect. Permission is, however, granted Tenant to assign this Lease and also to sublet to any subsidiary corporation of Tenant, or delayedparent corporation of Tenant, upon giving Landlord written notice. The prohibition against assignments In the event of any assignment or subletting, Tenant shall include assignments remain the principal obligor under all covenants of this Lease, and by operation accepting any assignment or subletting, as assignee or subtenant shall become bound by and shall perform and shall become entitled to the benefit of lawall of the terms, conditions and covenants by which the Tenant is bound. The restriction upon Tenant assigning or transferring its interest in this Lease shall apply A consent to any such assignment assignment, subletting, occupation or transfer which results from the sale or transfer of all or a controlling interest of the stock or beneficial interest in Tenant or from the consolidation or merger of Tenant with use by any other person or from bankruptcy, reorganization insolvency, dissolution or liquidation of Tenant by operation of law or otherwise. Landlord’s shall not be deemed to be a consent to an any subsequent assignment, subletting, occupation or use by another person. Any such assignment or subletting without such consent shall notbe void, and shall, at the option of the Landlord, constitute a default under the Lease. With prior approval by the Landlord of the proposed sub-tenant, Tenant may sublet a portion of the premises, any subletting or assignment consented to by Landlord shall be evidenced only in any way, be construed writing and in form acceptable to relieve Tenant from obtaining Landlord’s express written consent to any further assignment or subletting. It is contemplated that the tenant may sublet a portion of the facility for daycare services for its employees. In no the event shall any permitted sublessee or assignee sublet or assign or otherwise suffer or permit this is done the sublet space, or any part thereof, parties agree to be used or occupied by others, without Landlord’s prior written consent in each instance, granted or withheld in accordance with sign the terms appropriate documents and lease modifications to allow the same and include all necessary insurance requirements for the protection of this Article 45the parties.