Common use of Additional Provisions Relating to Assignment and Subletting Clause in Contracts

Additional Provisions Relating to Assignment and Subletting. (a) Section 18(a) of the lease is amended as follows: (i) on the seventh (7th) and eighth (8th) lines, by deleting "ownership or" and substituting therefor "majority". (ii) by adding at the end thereof: "However, Landlord hereby acknowledges and consents to Tenant's right, without further approval from Landlord, but subject to Tenant's obligation to deliver to Landlord the instrument described in Section (c)(iii) below, to assign this lease or sublet the Premises, in whole or in part, to any (i) parent or wholly owned subsidiary of Tenant or parent, (ii) entity (including any operations subdivision of Tenant or parent) in which Tenant or parent has a fifty percent (50%) or more ownership interest, (iii) entity spun-out or separated from or formed by Tenant or parent, by a distribution to Tenant's or parent's shareholders, sale of assets or stock, consolidation, reorganization or merger, or (iv) successor to Tenant by way of merger, consolidation or sale of all or substantially all of Tenant's assets, provided, however, that Tenant has not received notice of default of any terms contained in this lease which has not been cured at the time of such assignment or sublease. In the event of any assignment or sublease Tenant shall remain liable to Landlord for the payment of all Rent herein and for the performance of all covenants and conditions of this lease applicable to Tenant." (b) Section 18(b) of the lease is amended by adding at the end thereof: "It is understood and agreed that the provisions of this Section shall not apply to any transfer as to which Landlord's consent is not required pursuant to Section 18(a)."

Additional Provisions Relating to Assignment and Subletting. (a) Notwithstanding any provision of Section 18(a) of 18 or this Rider Section 49 to the lease is amended as followscontrary: (i) Landlord's consent shall not be required with regard to an assignment of Tenant's rights under this lease to an assignee which is reputable and which will utilize the Premises only for permitted uses provided herein, provided that Tenant remains liable for its obligations under this lease after such assignment, and, both immediately before and immediately after the assignment, either Tenant or its assignee is as creditworthy as Tenant was on the seventh (7th) and eighth (8th) lines, by deleting "ownership or" and substituting therefor "majority".date of this lease; (ii) by adding at none of (A) a change in the end thereof: "However, Landlord hereby acknowledges and consents to ownership of the stock of Tenant's right, without further approval from Landlord, but subject to Tenant's obligation to deliver to Landlord the instrument described in Section (c)(iii) below, to assign this lease or sublet the Premises, in whole or in part, to any (i) parent or wholly owned subsidiary of Tenant or parent, (iiB) entity (including any operations subdivision of Tenant or parent) in which Tenant or parent has a fifty percent (50%) or more ownership interest, (iii) entity spun-out or separated from or formed by Tenant or parent, by a distribution to Tenant's or parent's shareholders, sale of assets or stock, consolidation, reorganization or merger, or (iv) successor to Tenant by way of merger, consolidation or the sale of all or substantially all of Tenant's assets; (C) a merger, providedconsolidation or other business combination of, howeverwith or involving Tenant, or (D) any other corporate reorganization of Tenant (items (A) - (D) within this Subsection 49(a) being hereinafter referred to as "Corporate Transactions"; the purchaser of all or substantially all of Tenant's assets, or the surviving entity following any one or more of the remaining Corporate Transactions described herein, as assignee of this lease, being herein sometimes referred to as a "Corporate Assignee") shall require Landlord's prior approval, as long as Tenant's or the Corporate Assignee's creditworthiness after the Corporate Transaction equals or exceeds Tenant's creditworthiness as of the date of this lease and Tenant remains liable for its obligations under this lease after such assignment; and (iii) Landlord's consent shall not be required with regard to an assignment of this lease or a sublease of the Premises to any entity controlled by, controlling or under common control with Tenant or Guarantor, provided that Tenant has not received notice of default of any terms contained in remains liable for its obligations under this lease which has not been cured at and Guarantor remains liable for its obligations under the time of Guaranty after such assignment or sublease. In the event of . (iv) With respect to any assignment or sublease Tenant shall remain liable to Landlord for the payment of all Rent herein and for the performance of all covenants and conditions of this lease applicable to Tenant." (b) Section 18(b) of the lease is amended by adding at the end thereof: "It is understood and agreed that the provisions of this Section shall not apply to any transfer as to which Landlord's consent is not required pursuant hereunder, upon Tenant's request, Landlord shall agree in writing to Section 18(arecognize the assignee as the Tenant under this lease; provided however, that (A) Tenant acknowledges in writing that it remains liable for its obligations under this lease after such assignment, and (B) Guarantor acknowledges in writing that it remains liable for its obligations under the Guaranty after such assignment. (b) Nothing in this Lease shall limit or prohibit the initial public offering or subsequent trading of Tenant's or Guarantor's stock on a recognized securities exchange, or any change in stock ownership or control resulting therefrom. (c) Subsection 18(c)(i) is hereby amended to read in its entirety as follows: (i) As a condition of the effectiveness of any Transfer, Tenant shall not be in default under this lease, or if in default, Tenant shall have cured such default, and no other default shall exist. (d) In subsection 18(c)(iii), in the first line thereof, after the phrase "form and substance," the word "reasonably" is inserted, and in the second line thereof, after the phrase "all Tenant's obligations," the following phrase is hereby inserted: "thereafter accruing." (e) In subsection 18(c)(iv), in the first line thereof, the word "for" is inserted before the phrase "Landlord's reasonable attorneys' fees."

Additional Provisions Relating to Assignment and Subletting. (a) Section Subsection 18(a) of the lease is amended as follows: (i) on the seventh second (7th2nd) and eighth (8th) linesline after "withheld", by deleting adding "ownership or" and substituting therefor "majoritydelayed or conditioned". (ii) by adding at deleting the end thereofsecond (2nd) sentence and substituting the following therefor: "However, Landlord hereby acknowledges and consents Landlord's consent shall not be required in the event of any transfer by Tenant to Tenant's rightany (i) parent of Tenant or wholly owned subsidiary of Tenant or parent, without further approval from Landlordor (ii) entity in which Tenant or parent of Tenant has a 50% or more ownership interest, but subject to Tenant's obligation to deliver provided Tenant delivers to Landlord the instrument described in Section (c)(iii) below, . In connection with an assignment to assign this lease or sublet the Premises, in whole or in part, to any (i) parent or wholly owned subsidiary of Tenant or parent, (ii) an entity (including any operations subdivision of Tenant or parent) in which Tenant or parent has is a fifty percent (50%) or more ownership interest, (iii) entity spun-out or separated from or formed by Tenant or parent, by a distribution to Tenant's or parent's shareholders, sale of assets or stock, consolidation, reorganization or merger, or (iv) successor to Tenant by way of merger, consolidation or sale of all or substantially all of Tenant's assetsassets or stock, providedLandlord's consent shall not be required unless such surviving entity has a net worth of less than $20,000,000. (iii) on the fifth (5th) line, however, that Tenant has not received notice of default of any terms contained in this lease which has not been cured at the time of such assignment or sublease. In the event of any assignment or sublease Tenant shall remain liable by changing "void" to Landlord for the payment of all Rent herein and for the performance of all covenants and conditions of this lease applicable to Tenant"voidable"." (b) Section Subsection 18(b) of the lease is amended by adding at deleted in its entirety and the end thereoffollowing is substituted therefor: "It is understood and agreed that In the provisions event of any transfer of this Section shall not apply lease to any transfer as to which person or entity for whom Landlord's consent is not required pursuant to Section under subsection 18(a), Landlord shall be entitled to, and Tenant shall promptly remit to Landlord, 50% of any profit which may inure to the benefit of Tenant as a result of such transfer, whether or not consented to by Landlord." (c) Subsection 18(c)(i) of the lease is deleted and the following is substituted therefor: (i) As of the date of any transfer, Tenant shall not be in default under this lease beyond any applicable notice and/or cure periods contained herein." (d) Subsection 18(c)(iii) of the lease is amended on the first (1st) line before "satisfactory", by adding "reasonably". (e) Subsection 18(c)(iv) of the lease is amended on the first (1st) line, by deleting "which shall be no less than $250" and substituting therefor "which shall be no more than $1,000".