Common use of Subletting Assignment Clause in Contracts

Subletting Assignment. (a) Except as set forth in paragraph 25(b) below, Tenant shall not, directly or indirectly, without the prior written consent of Landlord, assign this Lease or any interest herein, or any interest in Tenant, or sublease the Premises or any part thereof, including any Site, or permit the use or occupancy of the Premises or any portion thereof, including any Site, by any Person other than Tenant, such consent not to be unreasonably withheld, conditioned or delayed. This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord, such consent not to be unreasonably withheld, conditioned or delayed. For purposes of this paragraph 25(a), the occurrence of a Corporate Control Event, shall be deemed to be an assignment of this Lease which is prohibited by the preceding paragraph unless Tenant obtains Landlord’s prior written consent as set forth above. Any of the foregoing prohibited acts without such prior written consent of Landlord, if required, shall be void and shall, at the option of Landlord, constitute an immediate Event of Default that entitles Landlord to all remedies available at law and pursuant to this Lease. Tenant agrees that the instrument by which any assignment or sublease to which Landlord consent is accomplished shall expressly provide that the assignee or subtenant will perform all of the covenants to be performed by Tenant under this Lease (in the case of a partial assignment or a sublease, only insofar as such covenants relate to the portion of the Premises subject to such partial assignment or a sublease) as and when performance is due after the effective date of the assignment or sublease and that Landlord will have the right to enforce such covenants directly against such assignee or subtenant. Any purported assignment or sublease without an instrument containing the foregoing provisions shall be void. Unless and until expressly released by Landlord, Tenant shall in all cases remain primarily liable (and not liable merely as a guarantor or surety) for the performance by any assignee or subtenant of all such covenants, as if no assignment or sublease had been made.

Subletting Assignment. (a) Except as set forth in paragraph 25(b) below, Tenant shall not, directly or indirectly, without the prior written consent of LandlordLandlord and Mortgagee, assign this Lease or any interest herein, or any interest in Tenant, or sublease the Premises or any part thereof, including any Site, or permit the use or occupancy of the Premises or any portion thereof, including any Site, by any Person other than Tenant, such consent not to be unreasonably withheld, conditioned or delayed. This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord, such consent not to be unreasonably withheld, conditioned or delayedLandlord and Mortgagee. For purposes of this paragraph 25(a), the occurrence of a Corporate Control Event, or the public announcement thereof, shall be deemed to be an assignment of this Lease which is prohibited by the preceding paragraph unless Tenant obtains Landlord’s and Mortgagee’s prior written consent as set forth above. Notwithstanding anything to the contrary provided herein, in the event of an assignment or sublease to an entity with a Credit Rating of either “BBB” or higher from S&P or “Baa2” or higher from Xxxxx’x, in each case for six (6) consecutive calendar months immediately preceding such assignment or sublease, as the case may be, (i) Landlord’s and Mortgagee’s prior written consent shall not be required for such assignment or sublease, as the case may be, and (ii) Guarantor shall be released from its obligations under the Guaranty. Any of the foregoing prohibited acts without such prior written consent of LandlordLandlord and Mortgagee, if required, shall be void and shall, at the option of LandlordLandlord or Mortgagee, constitute an immediate Event of Default that entitles Landlord to all remedies available at law and pursuant to this Lease. Tenant agrees that the instrument by which any assignment or sublease to which Landlord and Mortgagee consent is accomplished shall expressly provide that the assignee or subtenant will perform all of the covenants to be performed by Tenant under this Lease (in the case of a partial assignment or a sublease, only insofar as such covenants relate to the portion of the Premises subject to such partial assignment or a sublease) as and when performance is due after the effective date of the assignment or sublease and that Landlord will have the right to enforce such covenants directly against such assignee or subtenant. Any purported assignment or sublease without an instrument containing the foregoing provisions shall be void. Unless and until expressly released by LandlordLandlord and Mortgagee, Tenant shall in all cases remain primarily liable (and not liable merely as a guarantor or surety) for the performance by any assignee or subtenant of all such covenants, as if no assignment or sublease had been made.

Subletting Assignment. (a) Except as set forth in paragraph 25(b) belowprovided herein, Tenant shall not, directly or indirectly, without the prior written consent of Landlord, assign this Lease or any interest herein, or any interest in Tenant, or sublease the Premises or any part thereof, including any Site, or permit the use or occupancy of the Premises or any portion thereof, including any Site, by any Person other than TenantTenant and its agents, such consent not to be unreasonably withheldrepresentatives, conditioned or delayedemployees, directors, officers, shareholders, affiliates, consultants, independent contractors, permitted subtenants, licensees, invitees and permitted successors and assigns. This Except as provided herein, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord. Notwithstanding the foregoing, or anything to the contrary contained in this Lease, the Tenant may, without the prior written consent of Landlord: (i) sublease up to twenty percent (20%) of the square footage of Improvements of any Site, (ii) sublease any portion of any Site which is principally farmland or agricultural in nature for farm or agricultural purposes (the parties acknowledge that a portion of the Property Urbana is or may be, as of the Commencement Date, encumbered by such a farm/agricultural sublease), or (iii) sublease all or any portion of any Site to any Affiliate of Tenant. The parties agree that the square footage sublet under any sublease entered into pursuant to clause (ii) and/or (iii) of the preceding sentence shall not be counted towards the 20% square footage limitation described in clause (i) of such sentence. In conjunction with any sublease permitted herein, Tenant may grant to the subtenant thereunder rights of use and/or occupancy of the relevant Site which are not included in the sublease premises thereunder (such as parking rights, signage rights and roof rights). Tenant may enter into any sublease or assignment which requires Landlord’s consent hereunder before obtaining such consent, so long as the sublease or assignment in question contains terms providing that the same is expressly conditioned upon obtaining Landlord’s consent, and will not become effective until such consent not to be unreasonably withheld, conditioned or delayedis obtained. For purposes of this paragraph 25(a), the occurrence of a Corporate Control Event, Event shall be deemed to be an assignment of this Lease which is prohibited by the preceding paragraph unless Tenant obtains Landlord’s prior written consent as set forth above. Notwithstanding the foregoing, Landlord’s prior written consent shall not be required if (i) immediately following a Corporate Control Event, the Tenant under this Lease (or any Person which then comprises Tenant) has a Credit Rating meeting the Investment Grade Criteria, or (ii) in connection with any Corporate Control Event: [**] Any of the foregoing prohibited acts without such prior written consent of Landlord, if required, shall be void and shall, at the option of Landlord, Landlord constitute an immediate Event of Default that entitles Landlord to all remedies available at law and pursuant to this Lease. Other than Corporate Control Events which require Landlord’s consent as provided above, the direct or indirect transfer of interests in Tenant (or any Person which comprises Tenant) shall not constitute an assignment of this Lease and shall not require Landlord’s consent. Tenant agrees that that, if an assignment of this Lease is effected by a written instrument (as opposed to an assignment effected by a Corporate Control Event) the instrument by which any assignment or sublease to which Landlord consent consents is accomplished shall expressly provide that the assignee or subtenant will perform all of the covenants to be performed by Tenant under this Lease (in the case of a ** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. partial assignment or a subleaseassignment, only insofar as such covenants relate to the portion of the Premises subject to such partial assignment or a subleaseassignment) as and when performance is due after the effective date of the assignment or sublease and that Landlord will have the right to enforce such covenants directly against such assignee or subtenantassignee. Any purported assignment or sublease without an which is effected by a written instrument containing that does not contain the foregoing provisions shall be void; provided that this sentence shall not apply to an assignment effected by or pursuant to a Corporate Control Event. Unless and until expressly released by Landlord, Tenant shall in all cases remain primarily liable (and not liable merely as a guarantor or surety) for the performance by any assignee or subtenant of all such covenants, as if no assignment or sublease had been made.

Subletting Assignment. (a) Except as set forth Tenant shall have the right to sublease at each Site not more than fifty percent (50%) of the rentable square footage of such Site without the prior consent of Landlord (a "PERMITTED SUBLEASE"), but subject to each other provision in this paragraph 25(b) below25 applicable to subleases, provided that the use of the subleased space by the subtenant under such sublease would be permitted by Section 3 hereof. Tenant shall not, directly or indirectly, without the prior written consent of LandlordLandlord and Mortgagee, which Landlord consent shall be based upon the credit, management, type of business and reputation, and historical operations of any proposed assignee or subtenant, and which Mortgagee consent shall not be unreasonably withheld, delayed or conditioned, assign this Lease or any interest herein, or any interest in Tenant, or or, other than pursuant to a Permitted Sublease, sublease the Premises or any part thereof, including any Site, or permit the use or occupancy of the Premises or any portion thereof, including any Site, by any Person other than Tenant, such consent not to be unreasonably withheld, conditioned or delayed. This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord, such consent not to be unreasonably withheld, conditioned or delayed. For purposes of this paragraph 25(a)Lease, the occurrence an assignment of a Corporate Control Event, Tenant's interest in this Lease shall be deemed to have occurred upon the occurrence of any of the following: (i) a merger or consolidation of Tenant with another entity ("Merger"), (ii) the change of the owners of 50% of more of voting securities or economic benefits and burdens (including distributions) of Tenant within any twelve month period ("CHANGE OF CONTROL"), or (iii) the sale of all or substantially all the assets of Tenant to any party, provided, however, no consent by Landlord shall be an required to any assignment of this Lease caused by a Merger or Change of Control if the surviving Person in such Merger or the Person acquiring ownership or control in Tenant in such Change of Control, as applicable, has a Credit Rating of "A" or higher from both S&P and Moody's after such Merger or Change of Control. Notwithstanding the xxxxxxing, Tenant shall be permitted to assign or sublet Tenant's interest in this Lease only if the following conditions are satisfied: (i) the assignee or subtenant is a (A) corporation, partnership, limited liability company or other entity which controls, is prohibited by controlled by, or is under common control of Tenant or (B) a wholly-owned subsidiary or affiliate of Tenant within the preceding paragraph unless Tenant obtains Landlord’s prior written consent meaning of such term as set forth abovein Rule 501 of Regulation D under the Federal Securities Act of 1933 and (ii) Tenant remains fully liable, as a primary obligor, under this Lease. Any Other than a subleasing pursuant to a Permitted Sublease, any of the foregoing prohibited acts without such prior written consent of Landlord, if required, Landlord and Mortgagee shall be void and shall, at the option of Landlord, constitute an immediate Event of Default that entitles Landlord to all remedies available at law and pursuant to this Lease. Tenant agrees that the instrument by which any assignment or sublease to which Landlord consent is accomplished shall expressly provide that the assignee or subtenant will perform all of the covenants to be performed by Tenant under this Lease (in the case of a partial assignment or a sublease, only insofar as such covenants relate to the portion of the Premises subject to such partial assignment or a sublease) as and when performance is due after the effective date of the assignment or sublease and that Landlord will have the right to enforce such covenants directly against such assignee or subtenant. Any purported assignment or sublease without an instrument containing the foregoing provisions shall be void. Unless and until expressly released by Landlord, Tenant shall in all cases remain primarily liable (and not liable merely as a guarantor or surety) for the performance by any assignee or subtenant of all such covenants, as if no assignment or sublease had been made.

Subletting Assignment. (a) Except as set forth Subject to all of the rights of Landlord under the Master Lease and the restrictions contained in paragraph 25(b) belowthe Master Lease, Tenant Sublessee shall notbe entitled to assign this Sublease or to sublet all or any portion of the Premises, directly or indirectly, without subject to obtaining the prior written consent of LandlordSublessor, assign which consent shall not be unreasonably withheld or delayed by Sublessor; provided however, it shall be deemed reasonable for Sublessor to deny its consent with respect to any sublease or assignment of this Lease Sublease if Landlord does not consent to the same. Except to the extent provided in the Master Lease, as between Sublessor and Sublessee, neither (i) an assignment or any interest hereinsubletting of all or a portion of the Premises to an entity which is controlled by, controls or is under common control with Sublessee, or to a purchaser of all or substantially all of the assets of Sublessee or of an entity which is controlled by, controls or is under common control with Sublessee; (ii) a transfer, by law or otherwise, in connection with the merger, consolidation or other reorganization of Sublessee or of an entity which is controlled by, controls or is under common control with Sublessee; (iii) the use by any interest in Tenant, party funded by Sublessee; or sublease (iv) the Premises or any part thereof, including any Site, or permit the temporary use or occupancy of portions of the Premises by a party or any portion thereofparties in connection with the transaction of business with Sublessee or an entity which is controlled by, including any Site, by any Person other than Tenant, such consent not to be unreasonably withheld, conditioned controls or delayed. This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord, such consent not to be unreasonably withheld, conditioned or delayed. For purposes of this paragraph 25(a), the occurrence of a Corporate Control Eventis under common control with Sublessee, shall be deemed to be an assignment a transfer requiring Sublessor's consent under this Section (but shall require the consent of this Lease which is prohibited by Landlord under the preceding paragraph unless Tenant obtains Landlord’s prior written consent as set forth above. Any terms of the foregoing prohibited acts without Master Lease). In any event, Sublessee shall notify Sublessor of any such prior written consent of Landlordassignment, if required, sublease or action or use and Sublessor shall be void and shallcoordinate, at the option Sublessee's expense, obtaining Landlord's consent thereto and no such assignment, sublease, action or use shall release Sublessee of Landlord, constitute an immediate Event any of Default that entitles Landlord to all remedies available at law and pursuant to this Lease. Tenant agrees that the instrument by which any assignment or sublease to which Landlord consent is accomplished shall expressly provide that the assignee or subtenant will perform all of the covenants to be performed by Tenant its obligations under this Lease (in the case of a partial assignment or a sublease, only insofar as such covenants relate to the portion of the Premises subject to such partial assignment or a sublease) as and when performance is due after the effective date of the assignment or sublease and that Landlord will have the right to enforce such covenants directly against such assignee or subtenant. Any purported assignment or sublease without an instrument containing the foregoing provisions shall be void. Unless and until expressly released by Landlord, Tenant shall in all cases remain primarily liable (and not liable merely as a guarantor or surety) for the performance by any assignee or subtenant of all such covenants, as if no assignment or sublease had been madeSublease.

Subletting Assignment. (a) Except as set forth in paragraph 25(b) below, Tenant shall not, directly may neither sublet nor assign the Premises or indirectly, any part thereof without the prior written consent of Landlord, assign this Lease or any interest herein, or any interest in Tenant, or sublease the Premises or any part thereof, including any Site, or permit the use or occupancy of the Premises or any portion thereof, including any Site, by any Person other than Tenant, such which consent shall not to be unreasonably withheld, conditioned or delayed. This No sublease or assignment hereunder, whether or not consented to by Landlord shall affect or reduce any obligations of Tenant or rights of Landlord hereunder, and following any such assignment or subletting, all obligations of Tenant hereunder shall continue in full effect as the obligations of a principal and not of a guarantor or surety, as though no subletting or assignment had been made. Neither this Lease nor the term hereby demised shall notbe mortgaged by Tenant, nor shall any interest herein, be assignable as to Tenant mortgage or pledge the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord, such consent not in and to be unreasonably withheld, conditioned or delayed. For purposes of this paragraph 25(a), the occurrence of a Corporate Control Event, shall be deemed to be an assignment of this Lease which is prohibited by the preceding paragraph unless Tenant obtains Landlord’s prior written consent as set forth above. Any of the foregoing prohibited acts without such prior written consent of Landlord, if required, shall be void and shall, at the option of Landlord, constitute an immediate Event of Default that entitles Landlord to all remedies available at law and pursuant to this Lease. Tenant agrees that the instrument by which any assignment or sublease to which Landlord consent is accomplished shall expressly provide that the assignee or subtenant will perform all of the covenants to be performed by Tenant under this Lease (in the case of a partial assignment or a sublease, only insofar as such covenants relate to the portion of the Premises subject to such partial assignment or a sublease) as and when performance is due after any portion thereof or the effective date of the assignment or sublease and that Landlord will have the right to enforce such covenants directly against such assignee or subtenantrentals payable thereunder. Any purported such mortgage or pledge, and any such sublease or assignment or sublease without an instrument containing the foregoing provisions made otherwise than as permitted by this Section 17, shall be void. Unless Tenant shall, within 10 days after the execution of any such sublease or assignment, deliver a conformed copy thereof to Landlord. Notwithstanding anything in this Lease contained to the contrary, Tenant may, at any time, and until expressly released by without obtaining Landlord's consent but with prior written notice to Landlord, assign its interest in this Lease or sublet the whole or any part of the Premises to any business organization affiliated with Tenant, or any business organization resulting from the consolidation or merger of Tenant shall in all cases remain primarily liable (with any other business organization or organizations, provided that the resulting company has a reputation and not liable merely as a guarantor financial condition equal to or surety) for greater than Tenant and Tenant provides the performance financial and other information reasonably requested by any Landlord regarding the assignee or subtenant of all such covenants, as if no assignment or sublease had been madesublessee.

Subletting Assignment. (a) Except as set forth otherwise permitted in paragraph 25(bparagraphs 25(f) belowand 25(g) of this Lease, Tenant shall not, directly or indirectly, without the prior written consent of Landlord and Mortgagee (which consent may be withheld or conditioned in Landlord’s and/or Mortgagee’s sole and absolute discretion), assign this Lease or any interest herein, or any interest in Tenant, or sublease the Premises or any part thereof, including any Site, or permit the use or occupancy of the Premises or any portion thereof, including any Site, by any Person other than Tenant or the Members or other persons entitled to occupancy of the Premises pursuant to arrangements entered into in the ordinary course of Tenant’s business (e.g., such consent not to be unreasonably withheldday rentals and extended vacation programs). Except as otherwise expressly permitted in paragraph 25 of this Lease, conditioned or delayed. This this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of LandlordLandlord and Mortgagee. Under no circumstances shall Tenant be permitted to sublease the Premises or any part thereof, such consent not to be unreasonably withheld, conditioned or delayedexcept as expressly permitted in paragraph 25(g) of this Lease. For purposes of this paragraph 25(a), the occurrence of a Corporate Control Event, or the public announcement thereof, shall be deemed to be an assignment of this Lease which is prohibited by the preceding paragraph unless Tenant obtains Landlord’s and Mxxxxxxxx’s prior written consent as set forth aboveabove (which consent may be denied by Landlord in Landlord’s sole discretion). Any of the foregoing prohibited acts (including, any purported assignment, sublease or Corporate Control Event) without such the prior written consent of LandlordLandlord and Mortgagee, if requiredas required in accordance with the terms hereof, shall be void ab initio and shall, at the option of LandlordLandlord or Mortgagee, constitute an immediate Event of Default that entitles Landlord to all remedies available at law and pursuant to this Lease. Tenant agrees that the instrument by which any assignment or sublease to which Landlord consent is accomplished shall expressly provide that the assignee or subtenant will perform all of the covenants to be performed by Tenant under this Lease (in the case of a partial assignment or a sublease, only insofar as such covenants relate to the portion of the Premises subject to such partial assignment or a sublease) as and when performance is due after the effective date of the assignment or sublease and that Landlord will have the right to enforce such covenants directly against such assignee or subtenant. Any purported assignment or sublease without an instrument containing the foregoing provisions shall be void. Unless and until expressly released by Landlord, Tenant shall in all cases remain primarily liable (and not liable merely as a guarantor or surety) for the performance by any assignee or subtenant of all such covenants, as if no assignment or sublease had been madeparagraph 15(d).

Subletting Assignment. (a) Except as set forth in paragraph 25(b) belowprovided herein, Tenant shall not, directly or indirectly, without the prior written consent of Landlord, not assign this Lease or any interest herein, sublet all or any interest in Tenant, or sublease the Premises or any part thereof, including any Site, or permit the use or occupancy a portion of the Premises Leased Property without first obtaining Landlord’s consent, such consent not to be unreasonably withheld, delayed or any portion thereof, including any Site, by any Person other than conditioned. Landlord shall have a period of fifteen (15) Business Days following receipt of Tenant’s written request for consent within which to notify Tenant in writing whether Landlord elects to permit Tenant to assign this Lease or sublet such space, such consent not to be unreasonably withheld, conditioned or delayed. This Lease shall notIf Landlord should fail to notify Tenant in writing of approval or disapproval (along with detailed reasons for such disapproval) within such fifteen (15) business day period, nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord, such consent not to be unreasonably withheld, conditioned or delayed. For purposes of this paragraph 25(a), the occurrence of a Corporate Control Event, Landlord shall be deemed to have approved the proposed assignee or sublessee, as applicable. Notwithstanding the foregoing, Landlord’s consent shall not be an assignment of required and Tenant shall have the right at any time to assign this Lease which is prohibited by the preceding paragraph unless Tenant obtains Landlord’s prior written consent as set forth above. Any of the foregoing prohibited acts without such prior written consent of Landlord, if required, shall be void and shall, at the option of Landlord, constitute an immediate Event of Default that entitles Landlord to or sublet all remedies available at law and pursuant to this Lease. Tenant agrees that the instrument by which or any assignment or sublease to which Landlord consent is accomplished shall expressly provide that the assignee or subtenant will perform all of the covenants to be performed by Tenant under this Lease (in the case of a partial assignment or a sublease, only insofar as such covenants relate to the portion of the Premises subject Leased Property to such partial assignment (i) any Affiliate, (ii) any entity resulting from a merger or restructuring of or a subleaseconsolidation with Tenant, or (iii) as any entity that acquires Tenant or all or substantially all of Tenant’s assets (collectively, a “Permitted Transfer”). In any such event, Tenant shall provide thirty (30) days’ Notice of such Permitted Transfer, and when performance is due after a copy of the documents evidencing such Permitted Transfer, which shall be delivered to Landlord prior to the effective date thereof. In addition, Landlord’s consent shall not be required for (i) any transfer from time to time of publically traded shares of Tenant, or (ii) subleases by Tenant where the aggregate of all subleases (including Permitted Transfers) constitutes twenty-five percent (25%) or less of the assignment or sublease and that Landlord will have RSF of the right to enforce such covenants directly against such assignee or subtenant. Any purported assignment or sublease without an instrument containing the foregoing provisions shall be void. Unless and until expressly released by Landlord, Tenant shall in all cases remain primarily liable (and not liable merely as a guarantor or surety) for the performance by any assignee or subtenant of all such covenants, as if no assignment or sublease had been madeBuilding.

Subletting Assignment. (a) Except as set forth in paragraph 25(b) below16.1 This Lease and the promises, covenants, conditions and agreements herein contained shall inure to the benefit of and be binding upon Landlord, its successors and assigns, and they shall inure to the benefit of and be binding upon Tenant, its successors and permitted assigns. Tenant shall notnot be allowed to assign its leasehold interest created herein, directly this Lease, or indirectlyany of its rights, privileges, or obligations created hereunder without prior written consent of Landlord, which consent Landlord may withhold in its sole and absolute subjective discretion. This prohibition against assigning or subletting shall be construed to include a prohibition against any assignment or subletting by operation of law. The transfer, sale, assignment or hypothecation of any shares of stock or ownership interests in the Tenant so as to result in a change in the control thereof by the persons or entities owning a controlling interest therein as of the date of this Lease, without the prior written consent of Landlord, assign which consent Landlord may withhold in its sole and absolute subjective discretion, shall be deemed an assignment made in breach of this covenant. Any other provision in this Lease or any interest hereinto the contrary notwithstanding, the Tenant shall have no right to sublet the Premises, or any interest in Tenantpart thereof to subtenants, or sublease the Premises or any part thereof, including any Site, or permit the use or occupancy of the Premises or any portion thereof, including any Site, by any Person other than Tenant, such consent not to be unreasonably withheld, conditioned or delayed. This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord, such which consent Landlord may withhold in its sole and absolute subjective discretion. Landlord's consent to any assignment, subletting, occupation, or use by another person other than Tenant shall not to be unreasonably withheld, conditioned or delayed. For purposes of this paragraph 25(a), the occurrence of a Corporate Control Event, shall be deemed to be an assignment of this Lease which is prohibited a consent to any subsequent assignment, subletting, occupation or use by the preceding paragraph unless Tenant obtains another person other than Tenant, it being understood that Landlord’s prior written consent as set forth above. Any 's rights hereunder are continuing and shall not be exhausted, regardless of the foregoing prohibited acts without number of times such prior written assignment, subletting, occupation or use shall occur. In the event Landlord shall consent of Landlordto such subletting or assignment, if required, shall be void and shall, at the option of Landlord, constitute an immediate Event of Default that entitles Landlord to all remedies available at law and pursuant to this Lease. Tenant agrees that the instrument by which any assignment or sublease to which Landlord consent is accomplished shall expressly provide that the assignee or subtenant will perform all fifty percent (50%) of the covenants to be performed Net Sums or other economic consideration received by Tenant as a result of such subletting or assignment, whether denominated rental or otherwise under the sublease or assignment, which exceed, in the aggregate, the total sums which Tenant is obligated to pay Landlord under this Lease (in the case of a partial assignment or a sublease, only insofar as such covenants relate prorated to the reflect obligations allocable to that portion of the Demised Premises subject to such partial assignment or a sublease) as and when performance is due after the effective date of the assignment or sublease and that Landlord will have the right to enforce such covenants directly against such assignee or subtenant. Any purported assignment or sublease without an instrument containing the foregoing provisions shall be voidpayable to Landlord as Additional Rent under this Lease without affecting or reducing other obligations of Tenant hereunder. Unless and until expressly released by Landlord, Tenant shall in all cases remain primarily liable (and not liable merely as a guarantor or surety) for the performance by any assignee or subtenant of all such covenants, as if no assignment or sublease had been made.The term "

Subletting Assignment. (a) Except as set forth in paragraph 25(b) below, Tenant Subtenant shall not, directly not sublet the Premises or indirectly, assign this Sublease or any part thereof for any period of time without the prior written consent of Landlord, assign this Lease or any interest herein, or any interest in Tenant, or sublease the Premises or any part thereof, including any Site, or permit the use or occupancy of the Premises or any portion thereof, including any Site, Master Landlord and without Sublandlord’s prior consent. Such consent by any Person other than Tenant, such consent Sublandlord shall not to be unreasonably withheld, conditioned conditioned, or delayed. This Lease shall notdelayed except: (a) Sublandlord may withhold in its absolute and sole discretion consent to any mortgage, nor shall hypothecation, pledge or other encumbrance of any interest hereinin this Sublease or the Premises by Subtenant, be assignable as whereby this Sublease or any interest therein becomes collateral for any obligation of Subtenant; and (b) Sublandlord may withhold in its absolute and sole discretion consent if Master Landlord does not consent to the interest proposed transfer. It is agreed that any of Tenant involuntarily the following factors, or any other reasonable factor, will be reasonable grounds for Sublandlord deciding whether to consent to Subtenant’s request: (i) occupancy by any proposed assignee, subtenant or other transferee is not consistent with the maintenance and operation of law without a Class A office building due to the prior written consent nature of Landlordthe proposed occupant's business or the manner of conducting its business or its experience or reputation in the community, such consent not (ii) occupancy by any proposed assignee, subtenant or other transferee is likely to be unreasonably withheldcause disturbance to the normal use and occupancy of the Building by Sublandlord or other occupants; and (iii) notwithstanding that Subtenant or others remain liable under this Sublease, conditioned whether the proposed assignee, subtenant or delayedother transferee has a net worth, financial strength and credit record satisfactory to meet all of the obligations of Subtenant under this Sublease. For purposes of this paragraph 25(a)Notwithstanding the foregoing, the occurrence of a Corporate Control Event, shall be deemed to be Sublandlord agrees that an assignment of this Lease which is prohibited by the preceding paragraph unless Tenant obtains Landlord’s prior written consent as set forth above. Any of the foregoing prohibited acts without such prior written consent of Landlord, if required, shall be void and shall, at the option of Landlord, constitute an immediate Event of Default that entitles Landlord to all remedies available at law and pursuant to this Lease. Tenant agrees that the instrument by which any assignment or sublease to which Landlord consent is accomplished shall expressly provide that the assignee or subtenant will perform all of the covenants to be performed by Tenant under this Lease (in the case of a partial assignment Sublease or a sublease, only insofar as such covenants relate to the portion sub-subletting of all or part of the Premises subject to (a) the parent of Subtenant or to a wholly owned subsidiary of Subtenant or of such parent, (b) any corporation in whom or with which Subtenant may be merged or consolidated, or (c) any entity to whom Subtenant sells all or substantially all of its assets, provided that in each such instance such entity expressly assumes all of Subtenant’s obligations hereunder and has a net worth at least equal to the greater of (i) the net worth of Subtenant on the date hereof or (ii) the net worth of Subtenant immediately prior to such partial assignment or transaction. With respect to the transactions described in clauses (a) and (b) above, such net worth may be on a sublease) consolidated basis with Subtenant’s affiliated entity. No subletting, assignment or other transfer under this Article 24 shall relieve Subtenant of any liability under this Sublease, and no consent to any such transfer shall operate as and when performance is due after the effective date a waiver of the assignment or sublease and that Landlord will have the right necessity for consent to enforce such covenants directly against such assignee or subtenanta subsequent transfer. Any purported assignment or sublease without an instrument containing the foregoing provisions Subtenant promptly shall be void. Unless and until expressly released by Landlord, Tenant shall in all cases remain primarily liable (and not liable merely as a guarantor or surety) for the performance by provide Sublandlord with copies of any assignee or subtenant instruments of all such covenants, as if no assignment or sublease had been madetransfer.

Subletting Assignment. (a) Except as set forth in paragraph 25(b) belowprovided herein, Tenant shall not, directly or indirectly, without the prior written consent of Landlord, assign this Lease or any interest herein, or any interest in Tenant, or sublease the Premises or any part thereof, including any Site, or permit the use or occupancy of the Premises or any portion thereof, including any Site, by any Person other than TenantTenant and its agents, such consent not to be unreasonably withheldrepresentatives, conditioned or delayedemployees, directors, officers, shareholders, affiliates, consultants, independent contractors, permitted subtenants, licensees, invitees and permitted successors and assigns. This Except as provided herein, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord. Notwithstanding the foregoing, or anything to the contrary contained in this Lease, the Tenant may, without the prior written consent of Landlord: (i) sublease up to twenty percent (20%) of the square footage of Improvements of any Site, (ii) sublease any portion of any Site which is principally farmland or agricultural in nature for farm or agricultural purposes (the parties acknowledge that a portion of the Property Urbana is or may be, as of the Commencement Date, encumbered by such a farm/agricultural sublease), or (iii) sublease all or any portion of any Site to any Affiliate of Tenant. The parties agree that the square footage sublet under any sublease entered into pursuant to clause (ii) and/or (iii) of the preceding sentence shall not be counted towards the 20% square footage limitation described in clause (i) of such sentence. In conjunction with any sublease permitted herein, Tenant may grant to the subtenant thereunder rights of use and/or occupancy of the relevant Site which are not included in the sublease premises thereunder (such as parking rights, signage rights and roof rights). Tenant may enter into any sublease or assignment which requires Landlord’s consent hereunder before obtaining such consent, so long as the sublease or assignment in question contains terms providing that the same is expressly conditioned upon obtaining Landlord’s consent, and will not become effective until such consent not to be unreasonably withheld, conditioned or delayedis obtained. For purposes of this paragraph 25(a), the occurrence of a Corporate Control Event, Event shall be deemed to be an assignment of this Lease which is prohibited by the preceding paragraph unless Tenant obtains Landlord’s prior written consent as set forth above. Notwithstanding the foregoing, Landlord’s prior written consent shall not be required if (i) immediately following a Corporate Control Event, the Tenant under this Lease (or any Person which then comprises Tenant) has a Credit Rating meeting the Investment Grade Criteria, or (ii) in connection with any Corporate Control Event: (a) the Person which has acquired the assets or equity interests in question has contributed capital of not less than $200,000,000 of such Person’s funds (as either equity or explicitly subordinated debt) or paid no less than $200,000,000 for such equity interests and (b) immediately following such Corporate Control Event, Tenant and its Subsidiaries have a proforma Lease Adjusted Debt to Consolidated EBITDAR of not greater than five and one-half (5.5) to one (1) determined on a trailing twelve month basis giving effect to the Corporate Control Event and Tenant has presented evidence thereof satisfactory to Landlord of such facts (which evidence may include a certified statement of the sources of all funds used to acquire such assets or equity interests). Any of the foregoing prohibited acts without such prior written consent of Landlord, if required, shall be void and shall, at the option of Landlord, Landlord constitute an immediate Event of Default that entitles Landlord to all remedies available at law and pursuant to this Lease. Other than Corporate Control Events which require Landlord’s consent as provided above, the direct or indirect transfer of interests in Tenant (or any Person which comprises Tenant) shall not constitute an assignment of this Lease and shall not require Landlord’s consent. Tenant agrees that that, if an assignment of this Lease is effected by a written instrument (as opposed to an assignment effected by a Corporate Control Event) the instrument by which any assignment or sublease to which Landlord consent consents is accomplished shall expressly provide that the assignee or subtenant will perform all of the covenants to be performed by Tenant under this Lease (in the case of a partial assignment or a subleaseassignment, only insofar as such covenants relate to the portion of the Premises subject to such partial assignment or a subleaseassignment) as and when performance is due after the effective date of the assignment or sublease and that Landlord will have the right to enforce such covenants directly against such assignee or subtenantassignee. Any purported assignment or sublease without an which is effected by a written instrument containing that does not contain the foregoing provisions shall be void; provided that this sentence shall not apply to an assignment effected by or pursuant to a Corporate Control Event. Unless and until expressly released by Landlord, Tenant shall in all cases remain primarily liable (and not liable merely as a guarantor or surety) for the performance by any assignee or subtenant of all such covenants, as if no assignment or sublease had been made.

Subletting Assignment. (a) Except as set forth otherwise permitted in paragraph 25(bparagraphs 25(f), 25(g), 38(d) belowand 38(j) of this Lease, Tenant shall not, directly or indirectly, without the prior written consent of Landlord and Mortgagee (which consent may be withheld or conditioned in Landlord's and/or Mortgagee's sole and absolute discretion), assign this Lease or any interest herein, or any interest in Tenant, or sublease the Premises or any part thereof, including any Site, or permit the use or occupancy of the Premises or any portion thereof, including any Site, by any Person other than Tenant or the Members or other persons entitled to occupancy of the Premises pursuant to arrangements entered into in the ordinary course of Tenant's business (e.g., such consent not to be unreasonably withheldday rentals and extended vacation programs). Except as otherwise expressly permitted in paragraph 25 of this Lease, conditioned or delayed. This this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of LandlordLandlord and Mortgagee. Under no circumstances shall Tenant be permitted to sublease the Premises or any part thereof, such consent not to be unreasonably withheld, conditioned or delayedexcept as expressly permitted in paragraph 25(g) of this Lease. For purposes of this paragraph 25(a)) and except as provided in paragraph 38(d) and 38(j) hereof, the occurrence of a Corporate Control Event, or the public announcement thereof, shall be deemed to be an assignment of this Lease which is prohibited by the preceding paragraph unless Tenant obtains Landlord’s 's and Mortgagee's prior written consent as set forth aboveabove (which consent may be denied by Landlord in Landlord's sole discretion). Any of the foregoing prohibited acts (including, any purported assignment, sublease or Corporate Control Event) without such the prior written consent of LandlordLandlord and Mortgagee, if requiredas required in accordance with the terms hereof, shall be void ab initio and shall, at the option of LandlordLandlord or Mortgagee, constitute an immediate Event of Default that entitles Landlord to all remedies available at law and pursuant to this Lease. Tenant agrees that the instrument by which any assignment or sublease to which Landlord consent is accomplished shall expressly provide that the assignee or subtenant will perform all of the covenants to be performed by Tenant under this Lease (in the case of a partial assignment or a sublease, only insofar as such covenants relate to the portion of the Premises subject to such partial assignment or a sublease) as and when performance is due after the effective date of the assignment or sublease and that Landlord will have the right to enforce such covenants directly against such assignee or subtenant. Any purported assignment or sublease without an instrument containing the foregoing provisions shall be void. Unless and until expressly released by Landlord, Tenant shall in all cases remain primarily liable (and not liable merely as a guarantor or surety) for the performance by any assignee or subtenant of all such covenants, as if no assignment or sublease had been madeparagraph 15(d).