Common use of ASSIGNMENT AND SUBLETTING (CONTINUED) Clause in Contracts

ASSIGNMENT AND SUBLETTING (CONTINUED). A. In addition to and notwithstanding anything to the contrary in Paragraph 19 of this Lease and provided Tenant is not in default of this Lease, Landlord hereby agrees to consent to: (1) Tenant's assigning or subletting said Lease to: (i) any parent or subsidiary corporation, or corporation with which Tenant merges or consolidates provided that the net worth of said parent or subsidiary corporation, or said corporation has a net worth equal to or greater than the net worth of Tenant (a) at the time of Lease execution or (b) at the time of such assignment, merger, or consolidation (whichever is greater); or (ii) any third party or entity to whom Tenant sells all or substantially all of its assets; provided, that the net worth of the resulting or acquiring corporation has a net worth after the merger, consolidation or acquisition equal to or greater than the net worth of Tenant (a) at the time of Lease execution or (b) at the time of such merger, consolidation or acquisition, whichever is greater (collectively "Permitted Transfers"); (2) waive its right to terminate the Lease due to a Permitted Transfer; and (3) waive any rights to Excess Rent related to a Permitted Transfer. No such assignment or subletting will release the Tenant from its liability and responsibility under this Lease to the extend Tenant continues in existence following such transaction. Notwithstanding the above, Tenant shall be required to (a) give Landlord written notice prior to such assignment or subletting to any party as described in (i) and (ii) above, (b) execute Landlord's consent document prepared by Landlord reflecting the

ASSIGNMENT AND SUBLETTING (CONTINUED). A. In addition to and notwithstanding anything to the contrary in Paragraph 19 16 of this Lease and provided Tenant is not in default of this Lease, Landlord hereby agrees to consent to: (1) consent to Tenant's ’s assigning or subletting said Lease to: (i) any parent or subsidiary corporation, affiliate, or corporation with which Tenant merges or consolidates consolidates, provided that the net worth of said parent or subsidiary corporation, affiliate, or said corporation has a net worth equal to or greater than the net worth of Tenant (a) at the time of Lease execution or (b) at the time of such assignment, merger, or consolidation (whichever is greater); or (ii) any third party or entity to whom Tenant sells all or substantially all of its assets; provided, that the net worth of the resulting or acquiring corporation has a net worth after the merger, consolidation or acquisition equal to or greater than the net worth of Tenant (a) at the time of Lease execution or (b) at the time of such merger, consolidation or acquisition, whichever is greater (collectively "“Permitted Transfers"”); (2) waive its right to terminate the Lease due to a Permitted Transfer; and (3) waive any rights to any Excess Rent related to a Permitted Transfer. No such assignment or subletting will release the Tenant from its liability and responsibility under this Lease to the extend extent Tenant continues in existence following such transaction. Notwithstanding the above, Tenant shall be required to (a) give Landlord written notice prior to such assignment or subletting to any party as described in (i) and (ii) above, (b) execute Landlord's ’s consent document prepared by Landlord reflecting thethe assignment or subletting and (c) pay Landlord’s costs for processing said Consent prior to the effective date of said assignment or sublease.

ASSIGNMENT AND SUBLETTING (CONTINUED). A. In addition to and notwithstanding anything to the contrary in Paragraph 19 of this Lease and provided Tenant is not in default 16 of this Lease, Landlord hereby agrees to consent to: (1) to Tenant's assigning or subletting said Lease to: (i) any parent or subsidiary corporation, or corporation with which Tenant merges or consolidates provided that the net worth of said parent or subsidiary corporation, or said corporation has a net worth equal to or greater than the net worth of Tenant (a) at the time of Lease execution or (b) at the time of such assignment, merger, or consolidation (whichever is greater); or (ii) any third party or entity to whom Tenant sells all or substantially all of its assets; provided, that the net worth of the resulting or acquiring corporation has a net worth after the merger, consolidation or acquisition equal to or greater than the net worth of Tenant (a) at the time of Lease execution or (b) at the time of such merger, consolidation or acquisition, acquisition (whichever is greater (collectively "Permitted Transfers"greater); or (2iii) waive any parent company of Tenant; or (iv) any limited liability company in which Tenant (or an affiliate of Tenant) has a membership interest of more than 35%, including any corporation formed by the event of such limited liability company converting its right to terminate the Lease due form of organization from a limited liability company to a Permitted Transfer; and (3) waive any rights to Excess Rent related to a Permitted Transfercorporation. No such assignment or subletting will release the Tenant from its liability and responsibility under this Lease to the extend extent Tenant continues in existence following such transaction; provided that Tenant shall have no liability or responsibility under this Lease with respect to any period after the expiration of the Term as defined in Paragraph 2 (or the expiration of the Extended Term in the event that the option granted in Paragraph 52 hereof is exercised). Notwithstanding the above, Tenant shall be required to (a) give Landlord written notice prior to such assignment or subletting to any party as described in (i) and ), (ii), (iii) or (iv) above, and (b) execute Landlord's consent document prepared by Landlord reflecting thethe assignment or subletting.

ASSIGNMENT AND SUBLETTING (CONTINUED). A. In addition to and notwithstanding anything to the contrary in Paragraph 19 of this Lease and provided Tenant is not in default of this Lease, Landlord hereby agrees to consent to: (1) to Tenant's assigning or subletting said Lease to: (i) any parent or subsidiary corporation, or corporation with which Tenant merges or consolidates provided that the net worth of said parent or subsidiary corporation, or said corporation has a net worth equal to or greater than the net worth of Tenant (a) at the time of Lease execution or (b) at the time of such assignment, merger, or consolidation (whichever is greater); or (ii) any third party or entity to whom Tenant sells all or substantially all of its assets; provided, that the net worth of the resulting or acquiring corporation has a net worth after the merger, consolidation or acquisition equal to or greater than the net worth of Tenant (a) at the time of Lease execution or (b) at the time of such merger, consolidation or acquisition, acquisition (whichever is greater (collectively "Permitted Transfers"greater); (2) waive its right to terminate the Lease due to a Permitted Transfer; and (3) waive any rights to Excess Rent related to a Permitted Transfer. No such assignment or subletting will release the Tenant from its liability and responsibility under this Lease to the extend extent Tenant continues in existence following such transaction. Notwithstanding the above, Tenant shall be required to (a) give Landlord written notice prior to such assignment or subletting to any party as described in (i) and (ii) above, (b) execute Landlord's consent document prepared by Landlord reflecting thethe assignment or subletting and (c) pay Landlord's costs for processing said Consent prior to the effective date of said assignment or sublease.

ASSIGNMENT AND SUBLETTING (CONTINUED). A. In addition to and notwithstanding anything to the contrary in Paragraph 19 of this Lease and provided Tenant is not in default of this Lease, Landlord hereby agrees to consent to: (1) Tenant's assigning or subletting said Lease to: (i) any parent or subsidiary corporation, or corporation with which Tenant merges or consolidates provided that the net worth of said parent or subsidiary corporation, or said corporation has a net worth equal to or greater than the net worth of Tenant (a) at the time of Lease execution or (b) at the time of such assignment, merger, or consolidation (whichever is greater); or (ii) any third party or entity to whom Tenant sells all or substantially all of its assets; provided, that the net worth of or the resulting or acquiring corporation has a net worth after the merger, consolidation or acquisition equal to or greater than the net worth of Tenant (a) at the time of Lease execution or (b) at the time of such merger, consolidation or acquisition, whichever is greater (collectively "Permitted Transfers"); (2) waive its right to terminate the Lease due to a Permitted Transfer; and (3) waive any rights to Excess Rent related to a Permitted Transfer. No such assignment or subletting will release the Tenant from its liability and responsibility under this Lease to the extend extent Tenant continues in existence following such transaction. Notwithstanding the above, Tenant shall be required to (a) give Landlord written notice prior to such assignment or subletting to any party as described in (i) and (ii) above, (b) execute Landlord's consent document prepared by Landlord reflecting thethe assignment or subletting and (c) pay Landlord's costs for processing said Consent prior to the effective date of said assignment or sublease.