Common use of Assignment Subleasing Clause in Contracts

Assignment Subleasing. Tenant shall have the right, without Landlord’s consent, but subject to conditions set forth herein to assign or sublet the Premises (i) to an entity with which it may merge or consolidate, (ii) in connection with the sale of all or a substantial portion of Tenant’s assets or those of its operating division, (iii) in connection with the sale of a majority or more of the outstanding equity of Tenant, or (iv) to any affiliate, parent or subsidiary of Tenant. The public sale or transfer of the equity of Tenant shall not be deemed an assignment. Tenant shall not assign, sublet, mortgage, pledge, encumber or otherwise transfer (collectively referred to as "Transfer") this Lease or its rights hereunder in a single store transaction without Landlord's prior written consent, subject to the other terms and provisions of this Paragraph 15. Notwithstanding such Transfer, Tenant and Guarantors under the Lease shall remain liable to Landlord for the payment of all rent and for the full performance of the covenants and conditions of this Lease. Without limiting the foregoing, Landlord and Tenant agree that Landlord may withhold its consent to any proposed Transfer to a transferee ("Transferee") who, or is not deemed by Landlord in its reasonable business judgment, to be an acceptable credit risk. In addition, if required in the Landlord's reasonable judgment, any Transferee shall, by valid written instrument, expressly assume for itself and its successors and assigns, and for the benefit of Landlord, all of the obligations of Tenant under this Lease. Any request by Tenant for Landlord's consent to a Transfer shall include (i) the name of the proposed Transferee; (ii) the nature of its business and proposed use of the Premises; (iii) complete information as to the financial condition and standing of the proposed Transferee; and (iv) the terms and conditions of the proposed transfer. Tenant shall promptly supply such additional information about the proposed Transfer and Transferee as the Landlord reasonably requests. Landlord shall also have the right to meet and interview the proposed Transferee. In the event Landlord consents to such Transfer any rent to be paid by the Transferee which is in excess of the rent set forth in the Lease, shall be shared equally between Tenant and Landlord, after deduction of reasonable expenses of subletting such as, and without implied limitation, brokerage commissions, legal fees, leasehold improvements, and rent incentives. For purposes of this grammatical paragraph, the term "rent" shall mean all fixed rent, additional rent or other payment and/or consideration payable hereunder or in connection with such assignment or sublease, as applicable. Landlord shall advise Tenant in writing whether or not it consents to a proposed Transfer within ten (10) days of receiving Tenant's request for such consent and such accompanying information. In the event such consent is withheld, Landlord shall specify the reasons therefore in detail. Any transfer consented to herein shall not release Tenant or Guarantor from its obligations of the Lease. Consent by Landlord, whether express or implied, to any Transfer shall not constitute a waiver of Landlord's right to prohibit any subsequent Transfer. Tenant shall reimburse Landlord for its reasonable, out-of-pocket legal and other expenses in connection with any request for consent under this Paragraph 15.

Assignment Subleasing. The Tenant shall have the right, without Landlord’s consent, but subject to conditions set forth herein to not assign or sublet or otherwise transfer, voluntarily or involuntarily, the whole or any part of the Premises (i) or this Lease, without the consent of the Landlord, which consent shall not be unreasonably withheld or delayed, provided the Tenant shall give Landlord written notice of the terms of the assignment, sublease or transfer and that the proposed assignee, sublessee or transferree is of good reputation and financial condition and its proposed use is permitted by all applicable by-laws and regulations, such proposed use is substantially identical to an entity with which it may merge the Permitted Use and do not involve the handling, storage, or consolidategeneration of Hazardous Substances, (ii) excluding from the foregoing nominal amounts of Hazardous Substances used in cleaning and provided further that Tenant shall pay all reasonable legal and other fees incurred by Landlord in connection with the sale of all reviewing and approving any such assignment, sublease or a substantial portion of Tenant’s assets or those of its operating division, (iii) in connection with the sale of a majority or more of the outstanding equity of Tenant, or (iv) to any affiliate, parent or subsidiary of Tenant. The public sale or transfer of the equity of Tenant shall not be deemed an assignment. Tenant shall not assign, sublet, mortgage, pledge, encumber or otherwise transfer (collectively referred to as "Transfer") this Lease or its rights hereunder in a single store transaction without Landlord's prior written consent, subject to the other terms and provisions of this Paragraph 15transfer. Notwithstanding such Transferconsent, Tenant and Guarantors under the Lease shall remain fully liable to Landlord for the payment of all rent Rent and for the full performance of the covenants and conditions of this Lease. Without limiting It shall also be a condition of the foregoingvalidity of the assignment that the assignee agree directly with Landlord, Landlord and Tenant agree that Landlord may withhold its consent in form satisfactory to any proposed Transfer to a transferee ("Transferee") who, or is not deemed by Landlord in its reasonable business judgmentLandlord, to be an acceptable credit risk. In addition, if required in the Landlord's reasonable judgment, any Transferee shall, bound by valid written instrument, expressly assume for itself and its successors and assigns, and for the benefit of Landlord, all of the Tenant obligations of Tenant under this Lease. Any request The acceptance by the Landlord of the payment of Rent shall not constitute the consent by the Landlord to any such assignment, sublease or transfer nor shall the same constitute a waiver of any right or remedy of the Landlord. Without limitation of the rights of Landlord hereunder in respect thereto, if there is any assignment of this Lease by Tenant for Landlord's consent to consideration or a Transfer shall include (i) the name subletting of the proposed Transferee; (ii) the nature of its business and proposed use whole of the Premises; (iii) complete information as to Premises by Tenant at a rent which exceeds the financial condition and standing rent payable hereunder by Tenant, or if there is a subletting of a portion of the proposed Transferee; and (iv) the terms and conditions of the proposed transfer. Premises by Tenant shall promptly supply such additional information about the proposed Transfer and Transferee as the Landlord reasonably requests. Landlord shall also have the right to meet and interview the proposed Transferee. In the event Landlord consents to such Transfer any at a rent to be paid by the Transferee which is in excess of the subleased portion’s pro rata share of the rent set forth payable hereunder by Tenant, then Tenant shall pay to Landlord, as additional rent, forthwith upon Tenant’s receipt of the consideration (or the cash equivalent thereof) therefor, in the Leasecase of an assignment, shall be shared equally between Tenant and Landlordand/or in the case of a subletting, after deduction One Hundred (100%) percent of reasonable expenses of subletting such as, and without implied limitation, brokerage commissions, legal fees, leasehold improvements, and rent incentivesexcess rent. For the purposes of this grammatical paragraphSection 13, the term "“rent" ” shall mean all fixed rentBase Rent, additional rent Additional Rent or other payment payments and/or consideration payable hereunder by one party to the other for the use and occupancy of all or a portion of the Premises. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent or providing any excess rent to Landlord, to assign, sublet or transfer all or any part of the Premises or this Lease to (a) an Affiliated Entity (hereinafter defined) so long as such entity remains in such relationship to Tenant, and (b) a Successor, provided that prior to or simultaneously with any such transfer, such Affiliated Entity or Successor, as the case may be, agrees directly with Landlord, in form satisfactory to Landlord, to be bound by all Tenant obligations under this Lease. For the purposes hereof, an “Affiliated Entity” shall be defined as any entity which is controlled by, is under common control with, or which controls Tenant. For the purposes hereof, a “Successor” shall be defined as any entity into or with which Tenant is merged or with which Tenant is consolidated or which acquires all or substantially all of Tenant’s stock or assets, provided that the surviving entity shall have a net worth at least as great as Tenant’s upon execution of this Lease. At Tenant’s request and Tenant’s sole cost and expense, Landlord shall execute such commercially reasonable documents and instruments as Tenant may reasonably request in connection with such assignment or sublease, as applicable. Landlord shall advise Tenant in writing whether or not it consents to a proposed Transfer within ten (10) days of receiving Tenant's request for such consent and such accompanying information. In the event such consent is withheld, Landlord shall specify the reasons therefore in detail. Any transfer consented to herein shall not release Tenant or Guarantor from its obligations of the Lease. Consent by Landlord, whether express or implied, to any Transfer shall not constitute a waiver of Landlord's right to prohibit any subsequent Transfer. Tenant shall reimburse Landlord for its reasonable, out-of-pocket legal and other expenses in connection with any request for consent under this Paragraph 15.

Assignment Subleasing. Tenant shall have the right, without Landlord’s consent, but subject to conditions set forth herein to assign or sublet the Premises (i) to an entity with which it may merge or consolidate, (ii) in connection with the sale of all or a substantial portion of Tenant’s assets or those of its operating division, (iii) in connection with the sale of a majority or more of the outstanding equity of Tenant, or (iv) to any affiliate, parent or subsidiary of Tenant. The public sale or transfer of the equity of Tenant shall not be deemed an assignment. A. Tenant shall not assign, sublet, mortgage, pledge, encumber sublet or otherwise transfer (collectively referred to as "Transfer") license the whole or any part or use of the Premises nor otherwise permit the use or occupancy of all or any of the Premises by other than the Tenant signing this Lease or its rights hereunder in a single store transaction without Landlord's ’s prior written consent, subject which consent shall be determined consistent with the Permitted Use and based upon Landlord’s determination of the business plan, adequacy of financial condition and clear business history of the proposed assignee, sublessee, licensee or user. In the event of a proposed assignment, financial statements, supporting data and credit references of the proposed assignee and its majority principals requested by Landlord shall be delivered to Landlord, and Landlord will not unreasonably withhold, condition or delay its consent provided, however, Landlord may withhold its consent for reasonable cause or if the other proposed assignee’s creditworthiness, financial condition or business history is not reasonably satisfactory to Landlord, or if the proposed assignment, subletting or licensing is otherwise not in compliance with the terms and provisions of this Paragraph 15Section 12. Notwithstanding such Transferconsent, Tenant and Guarantors under the Lease shall remain liable to Landlord for the payment of all rent and for the full performance of the all agreements, covenants and conditions of this LeaseLease required of Tenant. Without limiting Transfer of more than 49% of the ownership or control of Tenant’s business shall constitute an assignment. No assignment or subleasing shall be permitted unless the Yearly Fixed Rent to be paid by the proposed assignee or sublessee is at least equal to the Yearly Fixed Rent payable by Tenant to Landlord hereunder, except that Tenant may allow a customary then market rental concession not exceeding three (3) months. Notwithstanding the foregoing, at Tenant’s request, so long as Landlord and Tenant agree that Landlord may withhold its consent to any does not then have available comparable size space (within fifteen percent (15%) more or less of the space proposed Transfer to a transferee ("Transferee") who, or is not deemed by Landlord in its reasonable business judgment, to be an acceptable credit risksublet) in the Building, the proposed sublet Yearly Fixed Rent will be not less than Twenty-Four ($24,00) Dollars per square foot (provided Tenant may allow a customary then market rental concession, not exceeding three (3) months if the sublease is for a period less than four (4) Landlord Initial Tenant Initial years, and not exceeding six (6) months if the sublease is for a period in excess of four (4) years). In additionthe event of an assignment or subleasing, if required in the Landlord's reasonable judgment, any Transferee shall, by valid written instrument, expressly assume for itself and its successors and assigns, and for the benefit of Landlord, all fifty (50%) percent of the obligations excess of the rent and other compensation collectible by Tenant over the sum of (i) the Yearly Fixed Rent and Additional Rent due from Tenant under this Lease. Any request by Tenant for Landlord's consent to a Transfer shall include (i) the name of the proposed Transferee; , and (ii) the nature reasonable expenses of its business Tenant in connection with said assignment or subleasing (including brokerage fees, legal fees, improvement costs and/or allowances and proposed use review fees/expenses payable to Landlord) amortized over the term of the Premisesassignment or sublease, shall be remitted to Landlord as Additional Rent as and when first received by Tenant; (iii) complete information as and, to the financial condition and standing extent a sublease is for less than all the Premises, then the foregoing determination shall be based on a proportional square foot calculation by Landlord. Tenant shall not solicit any other tenant or occupant in the Building or their affiliates (“Building Occupant”) for the letting of all or any portion of the proposed Transferee; and Premises as a sublessee, assignee or otherwise, provided, however, in the event a Building Occupant approaches Tenant for the purpose of subletting all or any portion of the Premises (ivthe “Sublease Space”), Tenant shall immediately notify Landlord of the Building Occupant’s interest (“Sublet Interest Notice”) to enable Landlord to itself negotiate with the Building Occupant to enter into a lease for the Sublease Space directly with Landlord on terms and conditions of the proposed transfer. Tenant shall promptly supply such additional information about the proposed Transfer and Transferee as the acceptable to Landlord reasonably requests. Landlord shall also have the right to meet and interview the proposed Transfereein its sole discretion. In the event Landlord consents intends to such Transfer any rent negotiate or is able to be paid by enter into a direct leasing arrangement with the Transferee which is in excess Building Occupant with respect to the Sublease Space, Landlord shall so notify Tenant within sixty (60) days after Landlord’s receipt of the rent set forth Sublet Interest Notice from Tenant, and in such event, within thirty (30) days after Landlord’s written request therefor, Landlord and Tenant will enter into an early termination agreement with respect to the Sublease Space on terms mutually acceptable to Landlord and Tenant, and Tenant shall vacate the Sublease Space and leave it in the condition required for surrender under the terms of the Lease, shall be shared equally between Tenant and unless otherwise agreed by Landlord, after deduction of reasonable expenses of subletting such as, and without implied limitation, brokerage commissions, legal fees, leasehold improvements, and rent incentives. For purposes of this grammatical paragraph, the term "rent" shall mean all fixed rent, additional rent or other payment and/or consideration payable hereunder or in connection with such assignment or sublease, as applicable. Landlord shall advise Tenant in writing whether or not it consents to a proposed Transfer within ten (10) days of receiving Tenant's request for such consent and such accompanying information. In the event such consent is withheld, Landlord shall specify has not notified Tenant that Landlord has or intends to enter into a direct leasing arrangement for the reasons therefore in detail. Any transfer consented to herein shall not release Tenant or Guarantor from its obligations Sublease Space with the Building Occupant within sixty (60) days after receipt of the Lease. Consent by LandlordSublet Interest Notice from the Tenant, whether express or impliedif Landlord notifies Tenant that it has elected not to negotiate directly with the Building Occupant with respect to the Sublease Space, to any Transfer then Tenant shall not constitute a waiver of Landlord's have the right to prohibit any subsequent Transferenter into a sublease agreement directly with the Building Occupant for the Sublease Space, provided Tenant otherwise complies with the terms of this Section 12. Tenant shall reimburse No request for transfer, assignment or sublease will be considered unless written assurances reasonably satisfactory to Landlord for are received to assure Landlord that it will be reimbursed its reasonable, out-of-pocket legal and other expenses reasonable third party costs incurred in connection with any request for the processing of Tenant’s request, including reasonable legal fees, whether or not consent under this Paragraph 15is ultimately forthcoming.

Assignment Subleasing. Tenant LESSEE shall not have the right, without Landlord’s consent, but subject to conditions set forth herein right to assign or sublet the Premises (i) to an entity with which it may merge or consolidate, (ii) in connection with the sale of all or a substantial portion of Tenant’s assets or those of its operating division, (iii) in connection with the sale of a majority or more of the outstanding equity of Tenant, or (iv) to any affiliate, parent or subsidiary of Tenant. The public sale or transfer of the equity of Tenant shall not be deemed an assignment. Tenant shall not assign, sublet, mortgage, pledge, encumber or otherwise transfer (collectively referred to as "Transfer") pledge this Lease or its rights hereunder in a single store transaction to sublet the whole or any part of the Premises whether voluntarily or by operation of law, or permit the use or occupancy of the Premises by anyone other than LESSEE, and shall not make, suffer or permit such assignment, subleasing or occupancy without Landlord's the prior written consent of LESSOR, such consent not to be unreasonably withheld, conditioned or delayed, and said restrictions shall be binding upon any and all assignees of the Lease and subtenants of the Premises. If LESSOR elects to grant such consent, subject to the other terms and provisions of this Paragraph 15. Notwithstanding such Transfer, Tenant and Guarantors under the Lease LESSEE shall remain liable to Landlord LESSOR for the payment of all rent and for the full performance of the covenants and conditions of this Lease. Without limiting the foregoing, Landlord and Tenant agree that Landlord may withhold its In connection with any request by LESSEE for consent to any proposed Transfer an assignment or sublet, LESSEE shall submit to LESSOR, in writing, a transferee ("Transferee") who, or is not deemed by Landlord in its reasonable business judgment, to be an acceptable credit risk. In addition, if required in the Landlord's reasonable judgment, any Transferee shall, by valid written instrument, expressly assume for itself and its successors and assigns, and for the benefit of Landlord, all of the obligations of Tenant under this Lease. Any request by Tenant for Landlord's consent to a Transfer shall include (i) statement containing the name of the proposed Transfereeassignee, subtenant or other third party, such information as to its financial responsibility and standing as LESSOR may reasonably require, and all of the terms and provisions upon which the proposed transaction is to take place. If the rent received by LESSEE on account of a proposed assignment or sublease exceeds the Yearly Fixed Rent and Additional Rent, allocated to the space subject to any such sublease in the proportion of the area of such space to the area of the entire leased Premises, plus actual out of-pocket expenses incurred by LESSEE in connection therewith, including brokerage commissions and the cost of preparing such space for occupancy, LESSEE shall pay to LESSOR one hundred percent (100%) of such excess, monthly as received by LESSEE. LESSEE shall reimburse LESSOR promptly, as Additional Rent, for reasonable legal and other expenses incurred by LESSOR in connection with any request by LESSEE for any consent required under the provisions of this Article. The listing of any name other than that of LESSEE, whether on the doors of the leased Premises or on the Building directory, or otherwise, shall not operate to vest any right or interest in this Lease or in the leased Premises or be deemed to be the written consent of LESSOR mentioned in this Article, it being expressly understood that any such listing is a privilege extended by LESSOR revocable at will by written notice to LESSEE. If this Lease be assigned, or if the leased Premises or any part thereof be sublet or occupied by anybody other than LESSEE, LESSOR may at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the Rent and other charges herein reserved, but no such collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as a tenant, or a release of LESSEE from the further performance by LESSEE of covenants on the part of LESSEE herein contained. The consent by LESSOR to an assignment or subletting or occupancy shall not in any way be construed to relieve LESSEE from obtaining the express consent in writing of LESSOR to any further assignment or subletting or occupancy. LESSEE shall remain fully and primarily liable for all its obligations hereunder notwithstanding any assignment, subletting or occupancy. In the event that LESSEE shall desire to enter into an assignment or sublease to any party other than an Affiliate, then LESSEE shall give LESSOR notice thereof and LESSOR may elect to recapture such space from LESSEE by giving notice to LESSEE of such election not later than fifteen (15) days after receiving notice of such sublease or assignment from LESSEE. In the event that LESSOR shall not elect so to recapture such space for any reason, then LESSEE may enter into such assignment or sublease within one hundred eighty (180) days after LESSOR has elected not to recapture such space on terms and conditions not materially more favorable to the assignee or subtenant than those set forth in the notice to LESSOR. If LESSEE shall not so enter into such assignment or, sublease, or if after LESSOR has elected not to recapture such space, LESSEE shall alter the terms and conditions thereof to make them materially more favorable as aforesaid, LESSEE shall again notify LESSOR and LESSOR shall have an additional fifteen (15) days within which to elect to recapture such space. In the event that LESSOR recaptures such space from LESSEE, LESSOR and LESSEE shall execute an amendment terminating this Lease as to that portion of the Premises which is recaptured by LESSOR, and such termination shall be effective upon the execution of such amendment and the vacating of such space in the condition required by Section 20 hereof by LESSEE and LESSEE shall have no further liability for rent or other liabilities accruing under the Lease for such recaptured space after the date of such termination (but neither party shall be released from obligations to the other existing as of the day preceding such termination). LESSOR shall not unreasonably withhold or delay its consent to a subletting or assignment requested by LESSEE, provided that: (i) in LESSOR's reasonable judgment, the business of the proposed subtenant or assignee or the proposed use of the Premises will not adversely affect the reputation or image of the Building (subleases or assignments for governmental uses, for medical or dental offices or for health or fitness facilities being examples of businesses or uses which may adversely affect the Building's reputation or image as a first class office building); (ii) the nature total number of its business and proposed use tenants (including LESSEE) occupying any floor within the Premises at any one time shall not exceed three (3), which number shall be prorated for partial floors; (iii) such sublease(s) shall not, in the aggregate, cover more than 25% of the Rentable Area of the Premises; (iii) complete information as to the financial condition and standing of the proposed Transferee; and (iv) the terms and conditions of the proposed transfer. Tenant shall promptly supply such additional information about the proposed Transfer and Transferee as the Landlord reasonably requests. Landlord shall also have the right to meet and interview the proposed Transferee. In the event Landlord consents to such Transfer any rent to be paid derived by the Transferee such sublease or assignment is payable monthly at a fixed rate or at a rate which is determinable from the terms of the sublease or assignment and not based on the net or gross income or profits derived by such subtenant assignee from the Premises;(v) the proposed subtenant or assignee is a reputable party of financial worth and stability sufficient in excess the LESSOR's sole and reasonable judgment to perform its obligations pursuant to a sublease or assignment, and would not impose a greater load upon the Premises, and the Building Services (such as janitorial and security services, if any) than is imposed by LESSEE; (vi) the sublease or assignment agreement requires payment of the rent and other amounts as required of LESSEE hereunder with respect to the space being sublet or assigned which are in no event less than that being offered by LESSOR for similar space in the Building under Leases then being or recently negotiated; (vii) the proposed subtenant or assignee (nor any person which, directly or indirectly controls, is controlled by, or is under common control with, the proposed assignee and, or subtenant) is not then an occupant of any part of the Building and within the prior six (6) months, has not had negotiations with LESSOR to lease space in the Building; (viii) LESSEE is not then in default of its obligations under the Lease and (ix) LESSOR has been furnished with information sufficient to make a determination as to each of the foregoing requirements. If LESSOR shall withhold such consent, it shall set forth in the Lease, shall be shared equally between Tenant and Landlord, after deduction of reasonable expenses of subletting such as, and without implied limitation, brokerage commissions, legal fees, leasehold improvements, and rent incentives. For purposes of this grammatical paragraph, the term "rent" shall mean all fixed rent, additional rent or other payment and/or consideration payable hereunder or in connection with such assignment or sublease, as applicable. Landlord shall advise Tenant in writing whether or not it consents to a proposed Transfer within ten (10) days of receiving Tenant's request for such consent and such accompanying information. In the event such consent is withheld, Landlord shall specify the reasons therefore in detail. Any transfer consented to herein shall not release Tenant or Guarantor from its obligations of the Lease. Consent by Landlord, whether express or implied, to any Transfer shall not constitute a waiver of Landlord's right to prohibit any subsequent Transfer. Tenant shall reimburse Landlord for its reasonable, out-of-pocket legal and other expenses in connection with any request for consent under this Paragraph 15therefor.

Assignment Subleasing. Tenant shall have the right, without Landlord’s consent, but subject to conditions set forth herein to assign or sublet the Premises (i) to an entity with which it may merge or consolidate, (ii) in connection with the sale of all or a substantial portion of Tenant’s assets or those of its operating division, (iii) in connection with the sale of a majority or more of the outstanding equity of Tenant, or (iv) to any affiliate, parent or subsidiary of Tenant. The public sale or transfer of the equity of Tenant shall not be deemed an assignment. Tenant LESSEE shall not assign, sublet, mortgage, pledge, encumber sublet or otherwise transfer license the Leased Premises (collectively all of the foregoing actions are so referred to as "Transfer") this Lease or its rights hereunder in a single store transaction an “Assignment”), without Landlord's first obtaining the LESSOR’S prior written consent, subject ; which consent may be withheld. If LESSOR consents to the other terms and provisions of this Paragraph 15. Notwithstanding such Transfer, Tenant and Guarantors under the Lease any Assignment then LESSEE shall remain liable directly and primarily obligated to Landlord LESSOR for the payment of all rent Rent, Additional Rent and for the full performance of all of the terms, obligations, covenants and conditions of this LeaseLease until the lease expires unless LESSOR agrees to execute a written instrument releasing LESSEE from said obligations. Without limiting The consent referred to in the foregoing, Landlord and Tenant agree that Landlord may withhold its consent to any proposed Transfer to a transferee ("Transferee") who, or is foregoing paragraph shall not deemed by Landlord in its reasonable business judgment, to be an acceptable credit risk. In addition, if required in the Landlord's reasonable judgmentcase of an Assignment to a parent, any Transferee shallsubsidiary, by valid written instrument, expressly assume for itself and its successors and assigns, and for other corporation affiliated with the benefit of Landlord, LESSEE or to an entity into which the LESSEE is merged or to an entity which acquires all or substantially all of the assets of LESSEE if, and only if, the financial stability and net worth of the new entity is at least equal to that of the LESSEE. LESSEE shall not offer to make or enter into negotiations with respect to an Assignment to any party which would be of such type, character or condition as to be inappropriate as a lessee for a first class office/industrial/warehouse building. LESSEE shall not offer to make or make an Assignment of any portion of the Leased Premises unless Rent owed, whether fixed or additional, and all obligations of Tenant due hereunder have been paid and satisfied in full and unless the aggregate rent and other charges payable to LESSEE under this Leasesuch Assignment equal or exceed the Minimum Annual Rent, Additional Rent and other charges payable hereunder. Any LESSEE’S request by Tenant for Landlord's consent to a Transfer an Assignment shall be delivered to LESSOR thirty (30) days prior to the date of the Assignment and said request shall include (i) the name a copy of the proposed Transferee; (ii) the nature instrument of its business and proposed use of the Premises; (iii) complete information as to the financial condition and standing Assignment, if available, or else a statement of the proposed Transferee; Assignment in form satisfactory to LESSOR. LESSEE shall pay to LESSOR, as Additional Rent, LESSOR’S reasonable legal fees and other expenses incurred per proposed Assignment, including fees for review of documents. If an Assignment occurs then LESSOR may, at any time and from time to time, require that such assignee, subtenant, licensee or occupant (ivcollectively “Assignee”) the terms and conditions of the proposed transfer. Tenant shall promptly supply such additional information about the proposed Transfer and Transferee as the Landlord reasonably requests. Landlord shall also have the right to meet and interview the proposed Transferee. In the event Landlord consents to such Transfer any rent agree directly with LESSOR to be paid by liable, jointly and severally with LESSEE, for the Transferee which is in excess performance of all LESSEE’S agreements under this Lease (including payment of Rent). LESSOR may collect Rent and other charges from the rent set forth in Assignee and apply the Leasenet amount collected to the Rent and other charges herein reserved, shall be shared equally between Tenant and Landlord, after deduction of reasonable expenses of subletting such as, and without implied limitation, brokerage commissions, legal fees, leasehold improvements, and rent incentives. For purposes of this grammatical paragraph, the term "rent" shall mean all fixed rent, additional rent or other payment and/or consideration payable hereunder or in connection with but no such assignment or sublease, as applicable. Landlord collection shall advise Tenant in writing whether or not it consents to a proposed Transfer within ten (10) days of receiving Tenant's request for such consent and such accompanying information. In the event such consent is withheld, Landlord shall specify the reasons therefore in detail. Any transfer consented to herein shall not release Tenant or Guarantor from its obligations of the Lease. Consent by Landlord, whether express or implied, to any Transfer shall not constitute be deemed a waiver of Landlord's right the provisions herein contained, or the acceptance of the Assignee as a LESSEE, or a release of LESSEE from direct and primary liability for the further performance of any term, condition or covenant on the part of LESSEE herein contained. The consent by LESSOR to prohibit an Assignment shall not relieve LESSEE from obtaining the express consent of LESSOR to any subsequent Transfer. Tenant shall reimburse Landlord for its reasonable, out-of-pocket legal and other expenses in connection with any request for consent under this Paragraph 15further Assignment.

Assignment Subleasing. Tenant shall have the right, without Landlord’s consent, but subject to conditions set forth herein to assign or sublet the Premises (i) to an entity with which it may merge or consolidate, (ii) in connection with the sale of all or a substantial portion of Tenant’s assets or those of its operating division, (iii) in connection with the sale of a majority or more of the outstanding equity of Tenant, or (iv) to any affiliate, parent or subsidiary of Tenant. The public sale or transfer of the equity of Tenant shall not be deemed an assignment. A. Tenant shall not assign, sublet, mortgage, pledge, encumber sublet or otherwise transfer (collectively referred to as "Transfer") license the whole or any part or use of the Premises nor otherwise permit the use or occupancy of all or any of the Premises by other than the Tenant signing this Lease or its rights hereunder in a single store transaction without Landlord's ’s prior written consent, subject which consent shall be determined consistent with the Permitted Use and based upon Landlord’s determination of the business plan, adequacy of financial condition and clear business history of the proposed assignee, sublessee, licensee or user. In the event of a proposed assignment, financial statements, supporting data and credit references of the proposed assignee and its majority principals requested by Landlord shall be delivered to Landlord, and Landlord will not unreasonably withhold, condition or delay its consent provided, however, Landlord may withhold its consent for reasonable cause or if the other proposed assignee’s creditworthiness, financial condition or business history is not reasonably satisfactory to Landlord, or if the proposed assignment, subletting or licensing is otherwise not in compliance with the terms and provisions of this Paragraph 15Section 12. Notwithstanding such Transferconsent, Tenant and Guarantors under the Lease shall remain liable to Landlord for the payment of all rent and for the full performance of the all agreements, covenants and conditions of this LeaseLease required of Tenant. Without limiting Transfer of more than 49% of the ownership or control of Tenant’s business shall constitute an assignment. No assignment or subleasing shall be permitted unless the Yearly Fixed Rent to be paid by the proposed assignee or sublessee is at least equal to the Yearly Fixed Rent payable by Tenant to Landlord hereunder, except that Tenant may allow a customary then market rental concession not exceeding three (3) months. Notwithstanding the foregoing, at Tenant’s request, so long as Landlord and Tenant agree that Landlord may withhold its consent to any does not then have available comparable size space (within fifteen percent (15%) more or less of the space proposed Transfer to a transferee ("Transferee") who, or is not deemed by Landlord in its reasonable business judgment, to be an acceptable credit risksublet) in the Building, the proposed sublet Yearly Fixed Rent will be not less than Twenty-Four ($24,00) Dollars per square foot (provided Tenant may allow a customary then market rental concession, not exceeding three (3) months if the sublease is for a period less than four (4) years, and not exceeding six (6) months if the sublease is for a period in excess of four (4) years). In additionthe event of an assignment or subleasing, if required in the Landlord's reasonable judgment, any Transferee shall, by valid written instrument, expressly assume for itself and its successors and assigns, and for the benefit of Landlord, all fifty (50%) percent of the obligations excess of the rent and other compensation collectible by Tenant over the sum of (i) the Yearly Fixed Rent and Additional Rent due from Tenant under this Lease. Any request by Tenant for Landlord's consent to a Transfer shall include (i) the name of the proposed Transferee; , and (ii) the nature reasonable expenses of its business Tenant in connection with said assignment or subleasing (including brokerage fees, legal fees, improvement costs and/or allowances and proposed use review fees/expenses payable to Landlord) amortized over the term of the Premisesassignment or sublease, shall be remitted to Landlord as Additional Rent as and when first received by Xxxxxx; (iii) complete information as and, to the financial condition and standing extent a sublease is for less than all the Premises, then the foregoing determination shall be based on a proportional square foot calculation by Landlord. Tenant shall not solicit any other tenant or occupant in the Building or their affiliates (“Building Occupant”) for the letting of all or any portion of the proposed Transferee; and Premises as a sublessee, assignee or otherwise, provided, however, in the event a Building Occupant approaches Tenant for the purpose of subletting all or any portion of the Premises (ivthe “Sublease Space”), Tenant shall immediately notify Landlord of the Building Occupant’s interest (“Sublet Interest Notice”) to enable Landlord to itself negotiate with the Building Occupant to enter into a lease for the Sublease Space directly with Landlord on terms and conditions of the proposed transfer. Tenant shall promptly supply such additional information about the proposed Transfer and Transferee as the acceptable to Landlord reasonably requests. Landlord shall also have the right to meet and interview the proposed Transfereein its sole discretion. In the event Landlord consents intends to such Transfer any rent negotiate or is able to be paid by enter into a direct leasing arrangement with the Transferee which is in excess Building Occupant with respect to the Sublease Space, Landlord shall so notify Tenant within sixty (60) days after Xxxxxxxx’s receipt of the rent set forth Sublet Interest Notice from Tenant, and in such event, within thirty (30) days after Landlord’s written request therefor, Landlord and Tenant will enter into an early termination agreement with respect to the Sublease Space on terms mutually acceptable to Landlord and Tenant, and Tenant shall vacate the Sublease Space and leave it in the condition required for surrender under the terms of the Lease, shall be shared equally between Tenant and unless otherwise agreed by Landlord, after deduction of reasonable expenses of subletting such as, and without implied limitation, brokerage commissions, legal fees, leasehold improvements, and rent incentives. For purposes of this grammatical paragraph, the term "rent" shall mean all fixed rent, additional rent or other payment and/or consideration payable hereunder or in connection with such assignment or sublease, as applicable. Landlord shall advise Tenant in writing whether or not it consents to a proposed Transfer within ten (10) days of receiving Tenant's request for such consent and such accompanying information. In the event such consent is withheld, Landlord shall specify has not notified Tenant that Landlord has or intends to enter into a direct leasing arrangement for the reasons therefore in detail. Any transfer consented to herein shall not release Tenant or Guarantor from its obligations Sublease Space with the Building Occupant within sixty (60) days after receipt of the Lease. Consent by LandlordSublet Interest Notice from the Tenant, whether express or impliedif Landlord notifies Tenant that it has elected not to negotiate directly with the Building Occupant with respect to the Sublease Space, to any Transfer then Tenant shall not constitute a waiver of Landlord's have the right to prohibit any subsequent Transferenter into a sublease agreement directly with the Building Occupant for the Sublease Space, provided Tenant otherwise complies with the terms of this Section 12. Tenant shall reimburse No request for transfer, assignment or sublease will be considered unless written assurances reasonably satisfactory to Landlord for are received to assure Landlord that it will be reimbursed its reasonable, out-of-pocket legal and other expenses reasonable third party costs incurred in connection with any request for the processing of Xxxxxx’s request, including reasonable legal fees, whether or not consent under this Paragraph 15is ultimately forthcoming.

Assignment Subleasing. (a) Except in compliance with this Paragraph 17, Tenant may neither assign its interest in this Lease and nor, with the exception of an Affiliate, sublet all or substantially all of the Leased Premises for the Permitted Use, whether voluntarily or involuntarily or by operation of Legal Requirements, without the consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. The merger of Tenant with any other entity or the assignment of substantially all the assets of Tenant whether or not located at the Leased Premises, shall constitute an assignment hereunder. Tenant shall have the rightright to mortgage its leasehold interest under this Lease in connection with a financing of substantially all its assets so long as (i) its lender and its affiliates (including all successors and assigns, whether directly or indirectly have a Tangible Net Worth at the time of the mortgage or any foreclosure, assignment in lieu of foreclosure of at least Two Hundred Million and 00/100 Dollars ($200,000,000.00), and (ii) the loan documentation shall be in a substance and form reasonably acceptable to Landlord. With respect to any assignment or sublease to an entity that is not an Affiliate consented to by Landlord or as permitted under this Lease without Landlord’s consent, but subject Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to conditions set forth herein the commencement date thereof. Notwithstanding the foregoing, or any other term or provision contained in this Lease to the contrary, upon not less than ten (10) days’ prior written notice by Tenant to Landlord (or, promptly following the assignment in the event Tenant is bound by confidentiality agreement(s) which prevent disclosure prior to the assignment) together with such financial information as Landlord may reasonably require, Tenant shall have the right to assign this Lease to a successor, or sublet as a result of a merger, consolidation or restructuring of Tenant, or to the Premises (i) to an entity with which it may merge or consolidate, (ii) in connection with the sale acquirer of all or a substantial portion substantially all of Tenant’s assets or those stocks, so long as (i) no Event of its operating divisionDefault has occurred and is continuing at the time of said notice to Landlord or exercise, (ii) such assignee, successor by merger or surviving entity is acquiring substantially all the assets or direct or indirect ownership of Tenant and (iii) in connection with such assignee, successor or surviving entity has a Tangible Net Worth of at least the sale greater of a majority or more of (x) Two Hundred Million and 00/100 Dollars ($200,000,000), (y) the outstanding equity of Tenant, or (iv) to any affiliate, parent or subsidiary of Tenant. The public sale or transfer of the equity Tangible Net Worth of Tenant shall not be deemed an assignment. immediately prior to such assignment and (z) Tenant shall not assign, sublet, mortgage, pledge, encumber or otherwise transfer (collectively referred to as "Transfer"comply with Paragraph 17(b) this Lease or its rights hereunder in a single store transaction without Landlord's prior written consent, subject hereof to the other terms and provisions of this Paragraph 15. Notwithstanding such Transfer, Tenant and Guarantors under the Lease shall remain liable to Landlord for the payment of all rent and for the full performance of the covenants and conditions of this Lease. Without limiting the foregoing, Landlord and Tenant agree that Landlord may withhold its consent to any proposed Transfer to a transferee ("Transferee") who, or is not deemed by Landlord in its reasonable business judgment, to be an acceptable credit risk. In addition, if required in the Landlord's reasonable judgment, any Transferee shall, by valid written instrument, expressly assume for itself and its successors and assigns, and for the benefit of Landlord, all of the obligations of Tenant under this Lease. Any request by Tenant for Landlord's consent to a Transfer shall include (i) the name of the proposed Transferee; (ii) the nature of its business and proposed use of the Premises; (iii) complete information as to the financial condition and standing of the proposed Transferee; and (iv) the terms and conditions of the proposed transfer. Tenant shall promptly supply such additional information about the proposed Transfer and Transferee as the Landlord reasonably requests. Landlord shall also have the right to meet and interview the proposed Transferee. In the event Landlord consents to such Transfer any rent to be paid by the Transferee which is in excess of the rent set forth in the Lease, shall be shared equally between Tenant and Landlord, after deduction of reasonable expenses of subletting such as, and without implied limitation, brokerage commissions, legal fees, leasehold improvements, and rent incentives. For purposes of this grammatical paragraph, the term "rent" shall mean all fixed rent, additional rent or other payment and/or consideration payable hereunder or in connection with such assignment or sublease, as extent applicable. Landlord shall advise Tenant in writing whether or not it consents to a proposed Transfer within ten (10) days of receiving Tenant's request for such consent and such accompanying information. In the event such consent is withheld, Landlord shall specify the reasons therefore in detail. Any transfer consented to herein shall not release Tenant or Guarantor from its obligations of the Lease. Consent by Landlord, whether express or implied, to any Transfer shall not constitute a waiver of Landlord's right to prohibit any subsequent Transfer. Tenant shall reimburse Landlord for its reasonable, out-of-pocket legal and other expenses in connection with any request for consent under this Paragraph 15.

Assignment Subleasing. Tenant The LESSEE shall have the right, without Landlord’s consent, but subject to conditions set forth herein to not assign or sublet the Premises (i) to an entity with which it may merge whole or consolidate, (ii) in connection with the sale of all or a substantial portion of Tenant’s assets or those of its operating division, (iii) in connection with the sale of a majority or more any part of the outstanding equity of Tenant, or (iv) to any affiliate, parent or subsidiary of Tenant. The public sale or transfer of the equity of Tenant shall not be deemed an assignment. Tenant shall not assign, sublet, mortgage, pledge, encumber or otherwise transfer (collectively referred to as "Transfer") this Lease or its rights hereunder in a single store transaction Premises without Landlord's LESSOR’S prior written consent, subject to the other terms and provisions of this Paragraph 15such consent shall not be withheld or delayed. Notwithstanding such Transferconsent, Tenant and Guarantors under the Lease LESSEE shall remain liable to Landlord LESSOR for the payment of all rent and for the full performance of the covenants and conditions of this Leaselease. Without limiting If SUBLESSEE or ASSIGNEE is paying rent at an amount greater than outlined in Section 4 of this agreement, the foregoingamount over less LESSEE’S subleasing expenses which shall include tenant improvement costs, Landlord legal fees and Tenant agree that Landlord may withhold its consent brokerage fees shall be due to any proposed Transfer LESSOR. No assignment or sublease shall release LESSEE from, and LESSEE shall remain fully liable for, performance of LESSEE’S obligations under the lease. LESSEE shall not sublease to a transferee ("Transferee") who, current or is not deemed by Landlord in its reasonable business judgment, to be an acceptable credit risk. In addition, if required in the Landlord's reasonable judgment, any Transferee shall, by valid written instrument, expressly assume for itself and its successors and assigns, and for the benefit of Landlord, all prospective tenant of the obligations Building. Prospective tenants are those tenants who have been introduced to the Property within thirty (30) days of Tenant under this Leasethe sublease proposal or any tenant in negotiation with LESSOR. Any request by Tenant for Landlord's consent to a Transfer LESSEE shall include (i) not sublease below Fair Market Value, without LESSOR’S prior written consent. Fair Market Value shall take the name length of the proposed Transfereeterm into consideration. LESSOR shall designate Fair Market Value, (the “Fair Market Value”) by written notice to LESSEE within five (5) days of receipt of notice of intent to sublease from LESSEE. If LESSEE disagrees with such designation, (the “Designation”), LESSEE shall by written notice, advise LESSOR of such disagreement; (ii) the nature of its business and proposed use of the Premises; (iii) complete information as otherwise LESSEE shall conclusively be deemed to the financial condition and standing of the proposed Transferee; and (iv) the terms and conditions of the proposed transfer. Tenant shall promptly supply have agreed to such additional information about the proposed Transfer and Transferee as the Landlord reasonably requests. Landlord shall also have the right to meet and interview the proposed TransfereeDesignation. In the event Landlord consents that the Parties are unable to such Transfer any rent agree, each Party shall appoint an appraiser. Each appraiser so appointed shall be instructed to determine independently the Fair Market Value and then confer. If the two appraisers are unable to determine a Designation acceptable to both parties, they shall appoint a third appraiser. The Designation of this appraiser shall be paid by the Transferee which is in excess considered final. Upon LESSEE’S notice to sublease all or a portion of the rent set forth in the LeasePremises, shall be shared equally between Tenant and Landlord, after deduction of reasonable expenses of subletting such as, and without implied limitation, brokerage commissions, legal fees, leasehold improvements, and rent incentives. For purposes of this grammatical paragraph, the term "rent" shall mean LESSOR may recapture all fixed rent, additional rent or other payment and/or consideration payable hereunder or in connection with such assignment or sublease, as applicable. Landlord shall advise Tenant in writing whether or not it consents to a proposed Transfer within ten (10) days of receiving Tenant's request for such consent and such accompanying information. In the event such consent is withheld, Landlord shall specify the reasons therefore in detail. Any transfer consented to herein shall not release Tenant or Guarantor from its obligations of the Lease. Consent by Landlord, whether express Premises or implied, to any Transfer shall not constitute a waiver the sublease portion of Landlord's right to prohibit any subsequent Transfer. Tenant shall reimburse Landlord for its reasonable, out-of-pocket legal and other expenses in connection with any request for consent under this Paragraph 15the Premises at LESSOR’S choice.