Common use of Assignment by Tenant Clause in Contracts

Assignment by Tenant. Notwithstanding the provisions of Section 23 of the Landlord and Tenant Act, R.C. 1980, Chapter 232 or any amendments thereto, or similar enactments in force now or in the future, the Lessee shall not assign this lease or sub-let or part with possession of all or any part of the herein demised premises or permit any licensee or concessionaire to conduct business on the herein demised premises or a portion thereof without the prior written consent of the Lessor, which consent may not be unreasonably withheld; provided that if the Tenant is a corporation, the transfer of the majority of the stock of the corporation or the transfer or issuance of any of the stock of the corporation sufficient to transfer control of the corporation to others than the immediate families of the then present shareholders shall be deemed substantial violation of the foregoing clause respecting assignment or sublease unless the prior written consent of the Landlord is first obtained. If the tenant shall assign this Lease, the Landlord may collect rent and any other sums from the assignee, and apply the net amount collected to the rent and other amounts payable hereunder but no such assignment shall be deemed a waiver of this covenant or the acceptance of the assignee. All requests to the landlord for consent to assigning this Lease or subletting or parting with the possession of all or part of the herein demised premises shall be made to the Landlord in writing together with such information in writing as a Landlord might reasonably require respecting a proposed assignee, including without limitation, the name address, nature of business experience and responsibility and financial responsibility, standing and background of such proposed assignee and, in the event that such proposed assignee is a corporation, similar information respecting the principal shareholders of such corporation. Any assignee, sub-tenant, licensee or concessionaire approved by the Landlord shall be bound by all the terms, conditions, covenants, provisos, and agreements of this Lease and shall, at the request of the Landlord, execute a covenant to such effect. The Landlord shall have the right to require the execution of such covenant as a prior condition before the granting of consent to assignment or parting with possession of all or part of the herein demised premises. In the event of an assignment consented to by the Landlord, the Tenant shall nonetheless remain responsible to the Landlord for the fulfillment of all obligations created by this Lease.

Assignment by Tenant. Notwithstanding (a) Tenant acknowledges that Landlord has relied both on the provisions business experience and creditworthiness of Section 23 of Tenant and upon the Landlord and particular purposes for which Tenant Actintends to use the Properties in entering into this Lease. Tenant shall not assign, R.C. 1980transfer, Chapter 232 convey, pledge or mortgage this Lease or any amendments thereto, or similar enactments in force now or in the future, the Lessee shall not assign this lease or sub-let or part with possession of all or any part of the interest herein demised premises or permit the assignment of any licensee direct or concessionaire to conduct business on the herein demised premises indirect interest in Tenant, whether by operation of law or a portion thereof otherwise, without the prior written consent of the LessorLandlord, which consent may not be unreasonably withheld; withheld or delayed provided that, among other reasonable factors that if the Tenant is a corporation, the transfer of the majority of the stock of the corporation or the transfer or issuance of any of the stock of the corporation sufficient to transfer control of the corporation to others than the immediate families of the then present shareholders shall be deemed substantial violation of the foregoing clause respecting assignment or sublease unless the prior written consent of the Landlord is first obtained. If the tenant shall assign this Lease, the Landlord may collect rent and any other sums from the assigneeconsider in deciding whether to grant its consent, and apply the net amount collected to the rent and other amounts payable hereunder but no such assignment shall be deemed a waiver of this covenant or the acceptance of the assignee. All requests to the landlord for consent to assigning this Lease or subletting or parting with the possession of all or part of the herein demised premises shall be made to the Landlord in writing together with such information in writing as a Landlord might reasonably require respecting a proposed assigneemay consider, including without limitation, the name address, nature following: (i) the financial strength of business experience and responsibility and financial responsibility, standing and background of such the proposed assignee andincluding its EBITDAR and tangible net worth, in (ii) its operating history and management experience, and (iii) total number of restaurants operated by the event that assignee. Tenant shall provide to Landlord such information regarding the proposed assignee is a corporation, similar information respecting the principal shareholders of such corporation. Any assignee, sub-tenant, licensee or concessionaire approved by the as Landlord shall be bound by all reasonably request. At the terms, conditions, covenants, provisos, and agreements time of any assignment of this Lease which is approved by Landlord, the assignee shall assume all of the obligations of Tenant under this Lease pursuant to a written assumption agreement in form and shallsubstance reasonably acceptable to Landlord. Such assignment of the Properties pursuant to this Section 14.01 shall not relieve Tenant of its obligations respecting this Lease unless otherwise agreed to by Landlord in the exercise of its absolute discretion. Any assignment, transfer, conveyance, pledge or mortgage in violation of this Section 14.01 shall be voidable at the request sole option of Landlord. Any consent to an assignment given by Landlord hereunder shall not be deemed a consent to any subsequent assignment. (b) Notwithstanding anything to the Landlordcontrary contained in this Section 14.01 and provided that no Event of Default has occurred and is continuing and provided further that any assignee agrees to assume all of Tenant’s obligations under this Lease, execute a covenant to such effect. The Landlord Tenant shall have the right to require the execution assign or otherwise transfer all, but not less than all, of such covenant as a prior condition before the granting of its interest in, to and under this Lease without Landlord’s consent to assignment (i) an Affiliate of ▇▇▇ ▇▇▇▇▇ Farms, Inc. (including, without limitation, in connection with any corporate restructuring transaction), or parting with possession of (ii) any entity which purchases or otherwise acquires all or part substantially all of the herein demised premises. In assets or equity interests of ▇▇▇ ▇▇▇▇▇ Farms, Inc., in a merger, sale or other similar transaction for fair market value, provided no such assignment will reduce or otherwise affect the event liability of an assignment consented to by Lease Guarantor under the Landlord, the Tenant shall nonetheless remain responsible Lease Guaranty except to the extent Landlord for the fulfillment of all obligations created by this Leaseotherwise agrees in writing.

Assignment by Tenant. Notwithstanding the provisions of Section 23 of the Landlord and Tenant Actshall not assign, R.C. 1980mortgage or encumber this Lease, Chapter 232 or any amendments theretoright hereunder, or similar enactments in force now or in nor sublet the future, the Lessee shall not assign this lease or sub-let or part with possession of all Leased Premises or any part of thereof, nor permit the herein demised premises or permit any licensee or concessionaire Leased Premises to conduct business on the herein demised premises or a portion thereof be used by others without the prior written consent of the LessorLandlord, which consent may not shall be unreasonably withheld; provided that if the at Landlord's sole discretion. If Tenant is a corporation, unincorporated association or partnership, then the transfer transfer, assignment or hypothecation of any stock or interest in such corporation, association or partnership so as to result in a change of fifty percent (50%) or more in the ownership thereof by the person, persons or entities owning said entity as of the majority date of the stock of the corporation or the transfer or issuance of any of the stock of the corporation sufficient to transfer control of the corporation to others than the immediate families of the then present shareholders shall be deemed substantial violation of the foregoing clause respecting assignment or sublease unless this Lease, without the prior written consent of Landlord (which consent shall not be unreasonably withheld or delayed), shall be deemed an assignment made in breach of this covenant. Landlord's consent in any specific instance to any assignment, mortgage, encumbrance, subletting or use of the Landlord is first obtainedLeased Premises and its collection and acceptance of rent from any such approved assignee, subtenant or other occupant shall neither constitute a waiver of the provisions of this paragraph, nor be construed as permission of any subsequent assignment, mortgage, encumbrance, subletting or use without compliance with this paragraph. If Without the tenant prior written consent of Landlord, this Lease and the interest of Tenant, or any assignee of Tenant, shall assign not pass by operation of law, nor shall it be subject to garnishment or sale under execution in any suit or proceeding which may be brought against or by Tenant, or any assignee of Tenant. No assignment of this Lease, sublease of all or any portion of the Leased Premises, or collection of rent from an assignee or subtenant (whether or not permitted by Landlord) shall relieve Tenant of its obligations hereunder. In the event that Landlord gives Tenant its written consent to assign, transfer, or sublet all or a portion of the Leased Premises to a third party which is unrelated to Tenant, any monthly rent or other payment accruing to Tenant as the result of any such assignment, transfer or sublease, including any lump sum or periodic payment in any manner relating to such assignment, transfer or sublease, which is in excess of the Minimum Annual Rent and Additional Rent then payable by Tenant under the Lease shall be paid by Tenant to Landlord monthly as Additional Rent, excluding any reasonable expenses incurred by Tenant in connection with such assignment or subletting, e.g. legal fees and brokers' commissions. Landlord may collect rent require a certificate from Tenant specifying the full amount of any such payment of whatsoever nature. Any reasonable costs and expenses, including reasonable attorneys' fees incurred by Landlord in connection with any other sums from the assigneeproposed or purported assignment, transfer or sublease shall be borne by Tenant and apply the net amount collected shall be payable to Landlord as Additional Rent within five (5) days of demand therefor. Notwithstanding anything herein to the rent contrary, Tenant shall have the right, without Landlord's prior written consent, to assign this Lease or sublet the Leased Premises to any parent corporation of Tenant, or to any subsidiary of any parent corporation of Tenant, subject to the following express conditions: (i) No such assignment or sublease shall be deemed to release Tenant from continuing liability for all of Tenant's covenants and obligations under this Lease, or Boston Biomedica, Inc. ("Tenant's Guarantor") from its obligations under its Guaranty; and (ii) Any assignee or subtenant must expressly assume in writing all of the covenants and obligations of Tenant under this Lease, joint and severally with Tenant. Further, Landlord agrees not to unreasonably withhold its consent to an assignment of this Lease (or to a sale or transfer of Tenant's stock) resulting from a merger, consolidation, corporate reorganization (other amounts payable hereunder but no than pursuant to the bankruptcy laws), sale of the assets or other transfer of stock of Tenant, subject to the following conditions: (i) Such assignee or transferee, as the case may be, shall have a net worth at least equal to that of Tenant, as of the date hereof, or the date of such request for consent to an assignment or transfer, whichever is greater; (ii) No such assignment shall be deemed a waiver of this covenant to release Tenant's Guarantor from its obligations under its Guaranty; and (iii) Such assignee or transferee, as the acceptance case may be, must expressly assume in writing all of the assigneecovenants and obligations of Tenant under this Lease, jointly and severally with Tenant. All requests to the landlord for consent to assigning this Lease or subletting or parting Further, any issuance by Tenant of its capital stock in a public offering which is effected in compliance with the possession of all or part registration requirements of the herein demised premises shall be made to the Landlord in writing together with such information in writing Securities Act of 1933, as a Landlord might reasonably require respecting a proposed assignee, including without limitation, the name address, nature of business experience and responsibility and financial responsibility, standing and background of such proposed assignee and, in the event that such proposed assignee is a corporation, similar information respecting the principal shareholders of such corporation. Any assignee, sub-tenant, licensee or concessionaire approved by the Landlord shall be bound by all the terms, conditions, covenants, provisosamended, and agreements the rules and regulations thereunder, shall not be deemed to be a change in control or an assignment of this Lease and shall, at the request of the requiring Landlord, execute a covenant to such effect. The Landlord shall have the right to require the execution of such covenant as a prior condition before the granting of consent to assignment or parting with possession of all or part of the herein demised premises. In the event of an assignment consented to by the Landlord, the Tenant shall nonetheless remain responsible to the Landlord for the fulfillment of all obligations created by this Lease's consent.

Assignment by Tenant. Notwithstanding the provisions of Section 23 (a) Subject to Tenant's right to sublet portions of the Landlord and Premises, Tenant Actshall not, R.C. 1980, Chapter 232 or any amendments thereto, or similar enactments in force now or in the future, the Lessee shall not assign this lease or sub-let or part with possession of all or any part of the herein demised premises or permit any licensee or concessionaire to conduct business on the herein demised premises or a portion thereof without the prior written consent of the LessorLandlord, which consent may not be unreasonably withheld; provided that if the Tenant is a corporation, the transfer of the majority of the stock of the corporation or the transfer or issuance of have any of the stock of the corporation sufficient right to transfer control of the corporation to others than the immediate families of the then present shareholders shall be deemed substantial violation of the foregoing clause respecting assignment or sublease unless the prior written consent of the Landlord is first obtained. If the tenant shall assign its interest in this Lease, the Landlord may collect rent and any other sums from the assigneeexcept for a collateral assignment to a Leasehold Mortgagee, and apply the net amount collected an assignment to the rent and other amounts payable hereunder but no such assignment shall be deemed a waiver of this covenant or the acceptance of the assignee. All requests to the landlord for consent to assigning this Lease or subletting or parting with the possession of all or part of the herein demised premises shall be made to the Landlord in writing together with such information in writing as a Landlord might reasonably require respecting a proposed assignee, including without limitation, the name address, nature of business experience and responsibility and financial responsibility, standing and background of such proposed assignee andTenant Affiliate; provided that, in the event that such proposed assignee is a corporation, similar information respecting the principal shareholders of such corporation. Any assignee, sub-tenant, licensee or concessionaire approved by the Landlord shall be bound by all the terms, conditions, covenants, provisos, and agreements of this Lease and shall, at the request of the Landlord, execute a covenant to such effect. The Landlord shall have the right to require the execution of such covenant as a prior condition before the granting of consent to assignment or parting with possession of all or part of the herein demised premises. In the event of an assignment consented to a Person other than an Affiliate of Tenant who simultaneously acquires all of Tenant's interest in the improvements on the Premises in a bona fide arm's length purchase, Landlord's consent shall not be withheld if the prospective assignee demonstrates, to Landlord's reasonable satisfaction, sufficient financial capacity to enable it to comply with each and every obligation of Tenant hereunder and if such assignee assumes all of Tenant's obligations hereunder. Notwithstanding any assignment to a Leasehold Mortgagee or to a Tenant Affiliate undertaken in accordance with this Section 12.3, Tenant shall remain primarily liable to Landlord on this Lease; provided, however, that Tenant shall not be liable for any obligations arising under this Lease following the effective time of an assignment to a Person other than an Affiliate of Tenant who simultaneously acquires all of Tenant's interest in the improvements on the Premises in accordance with the immediately preceding sentence. (b) Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code (Bankruptcy Reform Act of 1978, as amended) shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on or after the date of such assignment. Any such assignee shall upon demand execute and deliver to Landlord an instrument confirming such assumption. (c) Tenant shall not assign, mortgage, or encumber this Lease nor sublet, nor suffer the Demised Premises or any part thereof to be used by others except as expressly provided for in this Section 12.3. (d) Notwithstanding anything in this Lease to the contrary, all amounts paid by the Tenant to or on behalf of Landlord, the Tenant under this Lease, whether or not expressly denominated as Rent, shall nonetheless remain responsible to the Landlord constitute rent for the fulfillment purposes of all obligations created by this LeaseSection 502(b)(6) of the Bankruptcy Code.

Assignment by Tenant. Notwithstanding (i) Except as set forth in Paragraph 18(a) below and subject to the provisions of Section 23 terms of the Landlord and Prime Lease, if any, Tenant Actmay not assign its interest in this Lease, R.C. 1980, Chapter 232 in whole or any amendments theretoin part, or similar enactments sublet the Leased Premises, in force now whole or in part, or mortgage, pledge or otherwise encumber its interest in this Lease or its leasehold estate in the futureLeased Premises, the Lessee shall not assign this lease or sub-let or part with possession of all or any part of the herein demised premises or permit any licensee or concessionaire to conduct business on the herein demised premises or a portion thereof without the prior written consent of the LessorLandlord, which consent may shall not be unreasonably withheld; provided that if the Tenant is a corporation, the transfer of the majority of the stock of the corporation conditioned or the transfer or issuance of delayed, and any of the stock of the corporation sufficient attempt to transfer control of the corporation to others than the immediate families of the then present shareholders shall be deemed substantial violation of the foregoing clause respecting assignment or sublease unless the do so without obtaining such prior written consent shall be void and of no force or legal effect. (ii) Upon the Landlord is first obtained. If occurrence and during the tenant shall assign continuance of an Event of Default under this Lease, the Landlord may collect rent and any other sums from the assignee, and apply the net amount collected to the rent and other amounts payable hereunder but no such assignment shall be deemed a waiver of this covenant or the acceptance of the assignee. All requests to the landlord for consent to assigning this Lease or subletting or parting with the possession of all or part of the herein demised premises shall be made to the Landlord in writing together with such information in writing as a Landlord might reasonably require respecting a proposed assignee, including without limitation, the name address, nature of business experience and responsibility and financial responsibility, standing and background of such proposed assignee and, in the event that such proposed assignee is a corporation, similar information respecting the principal shareholders of such corporation. Any assignee, sub-tenant, licensee or concessionaire approved by the Landlord shall be bound by all the terms, conditions, covenants, provisos, and agreements of this Lease and shall, at the request of the Landlord, execute a covenant to such effect. The Landlord shall have the right to require collect and enjoy all rents and other sums of money payable under any permitted sublease of the Leased Premises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence and during the continuance of an Event of Default. (iii) Notwithstanding any assignment, Tenant shall at all times remain fully, primarily, and directly responsible and liable for the payment of all Rent herein specified and for compliance with all of Tenant’s other obligations under this Lease. No direct collection by Landlord from any such assignee, sublessee, or other occupant shall be construed to constitute a novation or a release of Tenant from the performance of its obligations hereunder. (iv) If Tenant is a corporation or limited liability company, then any transfer whether in one transaction or a series of transactions of this Lease from Tenant by merger, consolidation or dissolution or any change in ownership or power to vote a majority of the voting stock or membership interests in Tenant outstanding at the time of execution of this instrument (or at any future time) shall constitute an assignment for the purpose of this Lease. If Tenant is a general partnership having one or more corporations, limited liability companies or other entities as partners or if Tenant is a limited partnership (of any variety) having one or more corporations, limited liability companies or other entities as general partners, the provisions of the preceding sentence shall apply to each of such covenant corporations, limited liability companies or other entities as if such corporation, limited liability company or other entity alone had been the Tenant hereunder. If Tenant is a prior condition before general partnership, then the granting transfer whether in one transaction or a series of consent to transactions of a majority of the partnership interest of Tenant as existing at the time of execution of this instrument (or at any future time) shall constitute an assignment for the purpose of this Lease. If Tenant is a limited partnership, then the assignment whether in one transaction or parting with possession a series of transactions of all or part any portion of the herein demised premisesinterest of a general partner of Tenant shall constitute an assignment for the purpose of this Lease. If Tenant is another type of entity, then any change in the power to control such entity shall constitute an assignment for the purposes of this Lease. In the event of a Tenant with a multi-tiered organizational structure, the provisions of this Paragraph 17(a)(iv) shall be liberally construed to be applicable to all entities with a direct or indirect ownership interest in the ownership hierarchy of Tenant. (v) Except as set forth in Paragraph 18(a) below, if Tenant requests Landlord’s consent to an assignment consented of this Lease or a sublease of all or a part of the Leased Premises, Landlord shall have the option (to be exercised within thirty (30) days from submission of Tenant’s written request) to cancel this Lease (or the applicable portion thereof as to a partial subletting) as of the commencement date stated in the above-mentioned proposed assignment or sublease. If Landlord elects to cancel this Lease as stated, then the Term of this Lease, and the tenancy and occupancy of the Leased Premises by Tenant thereunder, shall cease, terminate, expire, and come to an end with respect to that portion of the Leased Premises so transferred as if the cancellation date were the original termination date of this Lease and Tenant shall pay to Landlord all costs or charges which are the responsibility of Tenant hereunder with respect to that portion of the Leased Premises so transferred and Tenant shall, at its own cost and expense, discharge in full any outstanding commission obligation of Landlord with respect to this Lease, or any part hereof so cancelled. Thereafter Landlord may lease the Leased Premises to the prospective transferee without liability to Tenant. (vi) Concurrently with Tenant’s notice of any request for consent to a an assignment or subletting, Tenant shall pay to Landlord a fee of $1,000.00 to defray Landlord’s expenses in reviewing such request and Tenant shall also reimburse Landlord immediately upon request for its reasonable attorney’s fees incurred in connection with any such request. (vii) Notwithstanding any provision of this Lease (including, without limitation, Paragraph 17(a) or Paragraph 18 below) to the contrary, under no circumstances shall this Leased be assigned (or deemed assigned pursuant to Paragraph 17(a)(iv) above) by Tenant, in whole or in part, such that, as a result thereof, the representations and warranties of Tenant contained in Paragraph 34 of this Lease shall nonetheless remain responsible be or become untrue or inaccurate in any respect, and any attempt by Tenant to the Landlord for the fulfillment do so shall be void and of all obligations created by this Leaseno force or legal effect.

Assignment by Tenant. Notwithstanding the provisions of Section 23 of the Landlord and Tenant Actshall not, R.C. 1980, Chapter 232 or any amendments thereto, or similar enactments in force now or in the future, the Lessee shall not assign this lease or sub-let or part with possession of all or any part of the herein demised premises or permit any licensee or concessionaire to conduct business on the herein demised premises or a portion thereof without the prior written consent of the LessorLandlord, which consent may shall not be unreasonably withheld, delayed or conditioned, (i) transfer, pledge, mortgage or assign this Lease or any interest hereunder; provided that if (ii) permit any assignment of this Lease by voluntary act, operation of law or otherwise; (iii) sublet the Tenant is a corporation, Premises or any part thereof; or (iv) permit the transfer regular use of the majority Premises by any parties other than Tenant, its affiliates, agents and employees. Tenant shall seek such written consent of Landlord by a written request therefore delivered to Landlord at least thirty (30) days prior to such assignment or subletting. Tenant's notice shall include (i) all of the stock terms of the corporation proposed assignment or sublease, (ii) the transfer or issuance of any consideration therefor, and (iii) the name and address of the stock proposed assignee or subtenant. Tenant shall attach a true and complete copy of the corporation sufficient to transfer control of the corporation to others than the immediate families of the then present shareholders shall be deemed substantial violation of the foregoing clause respecting proposed assignment or sublease unless to such notice. Tenant shall also provide to Landlord such additional information regarding such assignment or subletting as Landlord reasonably deems necessary. In making Landlord's determination as to whether to consent to any proposed sublease or to any proposed assignment of this Lease, it shall be reasonable for Landlord to take into consideration, without limitation by enumeration, the following factors: (i) the business reputation and credit worthiness of the proposed subtenant or assignee; (ii) the estimated increased pedestrian and vehicular traffic on the Premises and to the Facility which would be generated by the proposed subtenant or assignee; and (iii) the proposed use to be made of the Premises. Notwithstanding the foregoing, Tenant may assign this Lease without Landlord's prior written consent and without release of Tenant from liability under this Lease to any entity controlling, controlled by, under common control with Tenant or any entity that acquires Tenant or Tenant's subsidiary that is the user of the Landlord is first obtained. If the tenant shall assign this Lease, the Landlord may collect rent and any other sums from the assignee, and apply the net amount collected to the rent and other amounts payable hereunder but no such assignment shall be deemed a waiver of this covenant Premises or the acceptance substantially all of the assignee. All requests to assets of Tenant or Tenant's subsidiary that is the landlord for consent to assigning this Lease or subletting or parting with the possession of all or part user of the herein demised premises shall be made to the Landlord in writing together with such information in writing as Premises (collectively, a Landlord might reasonably require respecting a proposed assignee, including without limitation, the name address, nature of business experience and responsibility and financial responsibility, standing and background of such proposed assignee and, in the event that such proposed assignee is a corporation, similar information respecting the principal shareholders of such corporation. Any assignee, sub-tenant, licensee or concessionaire approved by the Landlord shall be bound by all the terms, conditions, covenants, provisos, and agreements of this Lease and shall, at the request of the Landlord, execute a covenant to such effect. The Landlord shall have the right to require the execution of such covenant as a prior condition before the granting of consent to assignment or parting with possession of all or part of the herein demised premises. In the event of an assignment consented to by the Landlord, the "Tenant shall nonetheless remain responsible to the Landlord for the fulfillment of all obligations created by this LeaseAffiliate").

Assignment by Tenant. Notwithstanding the provisions of Section 23 of the Landlord and Tenant Act, R.C. 1980, Chapter 232 or any amendments thereto, or similar enactments in force now or in the future, the Lessee shall not assign this lease Lease or sub-let any interest therein, or part with possession of sublet all or any part of the herein demised premises or permit any licensee or concessionaire to conduct business on the herein demised premises or a portion thereof Premises without the prior written consent of the LessorLandlord, which consent may shall not be unreasonably withheld; provided provided, however, that if the Tenant is a corporation, the transfer of the majority of the stock of the corporation or the transfer or issuance of any of the stock of the corporation sufficient to transfer control of the corporation to others than the immediate families of the then present shareholders shall be deemed substantial violation of the foregoing clause respecting assignment or sublease unless the prior written consent of the Landlord is first obtained. If the tenant shall assign this Lease, the Landlord may collect rent and any other sums from the assignee, and apply the net amount collected to the rent and other amounts payable hereunder but no such assignment shall be deemed a waiver of this covenant or the acceptance of the assignee. All requests to the landlord for consent to assigning this Lease or subletting or parting with the possession of all or part of the herein demised premises shall be made to the Landlord in writing together with such information in writing as a Landlord might reasonably require respecting a proposed assignee, including without limitation, the name address, nature condition of business experience and responsibility and financial responsibility, standing and background of giving such proposed assignee and, in the event that such proposed assignee is a corporation, similar information respecting the principal shareholders of such corporation. Any assignee, sub-tenant, licensee or concessionaire approved by the Landlord shall be bound by all the terms, conditions, covenants, provisos, and agreements of this Lease and shall, at the request of the Landlord, execute a covenant to such effect. The consent: (a) Landlord shall have the right to require make reasonable inquiry into the execution financial qualification of such covenant as any proposed subtenant or assignee to operate a prior condition before business enterprise upon the granting Premises, and to perform a lease agreement therefor, and Landlord's obligation to permit assignment of this Lease or a sublease is contingent upon Landlord's approval of the proposed subtenant's or assignee's financial qualification. "Reasonable inquiry" may include, without limitation, requiring any prospective subtenant or assignee to supply to Landlord current and complete financial statements and credit reports. (b) Upon Tenant's application for Landlord's consent to assignment or parting with possession sublease, Landlord shall have the option to charge Tenant an administrative charge, not to exceed $500.00, to reimburse Landlord for its costs in reviewing Tenant's application for such assignment or sublease and making any inquiry related thereto. In addition, and as a condition of all Landlord's approval, Tenant shall reimburse Landlord for any attorney fees incurred by Landlord in review or part negotiation of any assignment or sublease. (c) If Tenant is a corporation or a partnership, an assignment, as that term is used herein, includes one or more sales or transfers by which an aggregate of more than 50% of Tenant's shares or partnership interests shall be vested in a party or parties who are not shareholders or partners as of the herein demised premisesdate of this Lease. In For purposes of this paragraph, share and partnership interest ownership shall be determined in accordance with the event principles set forth in Section 544 of the Internal Revenue Code. (d) Without modifying the foregoing provisions of subparagraph 16.2, Landlord will permit the assignment of this lease to an assignment consented to entity owned or controlled by the Landlord, individuals identified as Tenant in the Tenant shall nonetheless remain responsible to the Landlord for the fulfillment preamble of all obligations created by this Lease, provided that Tenant makes written application for consent to such assignment accompanied by documentation sufficient for Landlord to determine that such entity legally exists and is owned or controlled by said individuals.

Assignment by Tenant. Notwithstanding the provisions of Section 23 of the Landlord and Tenant Act, R.C. 1980, Chapter 232 or any amendments thereto, or similar enactments in force now or in the future, the Lessee shall not assign or in any manner transfer or encumber this lease Lease or sub-let the Leased Premises or part with possession any interest in or of the same, nor sublet all or any part of the herein demised premises Leased Premises, nor permit occupancy by anyone with, through or permit any licensee or concessionaire to conduct business on the herein demised premises or a portion thereof under it, without the prior previous written consent of the Lessor, Landlord which consent may will not be unreasonably withheld; provided that if the Tenant is a corporation, the transfer . Consent by Landlord to one or more assignment of this Lease or to one or more subletting of the majority of the stock of the corporation or the transfer or issuance of any of the stock of the corporation sufficient to transfer control of the corporation to others than the immediate families of the then present shareholders Leased Premises shall be deemed substantial violation of the foregoing clause respecting assignment or sublease unless the prior written consent of the Landlord is first obtained. If the tenant shall assign this Lease, the Landlord may collect rent and any other sums from the assignee, and apply the net amount collected to the rent and other amounts payable hereunder but no such assignment shall be deemed not operate as a waiver of Landlord's rights under this covenant Section 27 to any subsequent assignment or subletting. This prohibition includes any subletting, assignment or transfer which would otherwise occur by operation of law. Notwithstanding the acceptance of foregoing, Tenant may, without Landlord's consent, sublease the assignee. All requests Leased Premises to any company owned and controlled by Tenant provided any such sublease shall be subject to the landlord for consent to assigning this Lease or subletting or parting with the possession of all or part of the herein demised premises shall be made to the Landlord in writing together with such information in writing as a Landlord might reasonably require respecting a proposed assignee, including without limitation, the name address, nature of business experience and responsibility and financial responsibility, standing and background of such proposed assignee and, in the event that such proposed assignee is a corporation, similar information respecting the principal shareholders of such corporation. Any assignee, sub-tenant, licensee or concessionaire approved by the Landlord shall be bound by all the terms, conditions, covenants, provisos, and agreements terms of this Lease and shallfurther provided that any sublease shall not relieve, at limit or release Tenant from any liability to Landlord hereunder for the request full and timely performance of this Lease. No assignment or subletting shall release Tenant or any guarantor of this Lease of any of its obligations under this Lease or be construed or taken as a waiver of any of Landlord's rights or remedies pursuant to this Lease. Landlord and Tenant agree that the absence of any one of the Landlordfollowing factors, execute a covenant to such effect. The Landlord shall have or any other reasonable factor, may be reasonable grounds for denying the right to require the execution of such covenant as a prior condition before the granting of consent to assignment or parting with possession of all or part Tenant's request: (i) Financial strength of the herein demised premises. In proposed subtenant/assignee must be at least equal to that of the event existing Tenant; (ii) Business reputation of an assignment consented to the proposed subtenant/assignee must be in accordance with generally acceptable commercial standards; (iii) Use of the Leased Premises by the Landlordproposed subtenant/assignee must be reasonably acceptable to Lender; (iv) Percentage rents of the proposed subtenant/assignee, or the Tenant shall nonetheless remain responsible prospect of percentage rents, must be at least equal to that of the Landlord for existing Tenant; (v) Managerial and operational skills of the fulfillment proposed subtenant/assignee must be the same as those of all obligations created by this Lease.the existing Tenant;

Assignment by Tenant. Notwithstanding the provisions of Section 23 of the Landlord and Except for Permitted Transfers, Tenant Act, R.C. 1980, Chapter 232 or any amendments thereto, or similar enactments in force now or in the future, the Lessee shall not assign or transfer this lease Lease or sub-let or part with possession of all or sublet any part portion of the herein demised premises Premises, whether voluntarily or permit any licensee or concessionaire to conduct business on the herein demised premises or a portion thereof by operation of law, without the prior written consent approval of the LessorLandlord, which consent may approval shall not be unreasonably withheld; provided that , conditioned or delayed. Landlord’s approval shall be granted if the following items are fulfilled: (a) the proposed assignee or subtenant is subject to all the terms, covenants and conditions of this Lease and agrees to assume the obligations of Tenant under this Lease; (b) the proposed assignee or subtenant and its guarantors as required by Landlord shall have a total financial worth that is a corporationequal to or greater than the financial worth of Tenant and reasonable evidence of this financial worth has been provided to Landlord or is publicly available; (c) the proposed assignee or subtenant is not negotiating with Landlord to lease space at other property owned Minnetonka, Minnesota by Landlord or any other entity that is related to or an affiliate of Landlord; (d) the transfer proposed assignee or subtenant will not materially alter the operation and use of the majority Premises in the reasonable opinion of Landlord; (e) the use of the stock of Premises by the corporation proposed assignee or subtenant will not violate any then existing agreement affecting the transfer Premises; (f) the proposed assignee or issuance subtenant is not in default of any of other lease or agreement with Landlord; (g) Tenant shall remain primarily responsible and liable for all obligations under this Lease; and (h) Tenant and the stock of the corporation sufficient to transfer control of the corporation to others than the immediate families of the then present shareholders proposed assignee or subtenant shall be deemed substantial violation of the foregoing clause respecting execute an assignment or sublease reasonably acceptable to Landlord that incorporates the terms of this Section. Notwithstanding anything in this Lease to the contrary, the issuance, transfer or sale of stock in Tenant shall not be deemed an assignment or transfer of lease. Tenant shall provide Landlord with notice of any assignment or sublease prior to consummation (or for Permitted Transfers where confidentiality requirements prohibit advance notice, as soon as reasonably practicable thereafter). No lease assignment, sublease or other transfer by Tenant shall relieve assignor Tenant of its liability to Landlord under this Lease unless the prior written consent of the Landlord is first obtained. If the tenant shall assign Landlord, in its sole discretion, agrees in writing to release Tenant from liability under this Lease. Tenant shall pay all reasonable attorneys’ fees incurred by Landlord with respect to any assignment or sublease, whether or not approved by Landlord, not to exceed $2,000. Notwithstanding the Landlord foregoing, Tenant may collect rent and any other sums from the assignee, and apply the net amount collected to the rent and other amounts payable hereunder but no such assignment shall be deemed a waiver of this covenant or the acceptance of the assignee. All requests to the landlord for consent to assigning assign this Lease or subletting or parting with the possession of sublet its interest in all or part of the herein demised premises shall be made Premises (a “Permitted Transfer”) to the Landlord in writing together with such information in writing as following types of entities (a Landlord might reasonably require respecting a proposed assignee“Permitted Transferee”) without the written consent of Landlord, including without limitation, provided that the name address, nature total financial worth of business experience and responsibility and financial responsibility, standing and background of such any proposed assignee and, in the event that such proposed assignee is a corporation, similar information respecting the principal shareholders of such corporation. Any assignee, sub-tenant, licensee or concessionaire approved by the Landlord shall be bound by all the terms, conditions, covenants, provisos, and agreements subtenant plus any guarantors of this Lease shall be equal to or greater than the financial worth of Tenant and shallreasonable evidence of this financial worth has been provided to Landlord or is publicly available: (a) An Affiliate of Tenant; (b) Any corporation, at the request limited partnership, limited liability partnership, limited liability company or other business entity in which or with which Tenant, or its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions governing merger and consolidation of the Landlordbusiness entities; or (c) Any corporation, execute a covenant to such effect. The Landlord shall have the right to require the execution of such covenant as a prior condition before the granting of consent to assignment limited partnership, limited liability partnership, limited liability company or parting with possession of other business entity acquiring all or part substantially all of the herein demised premises. In the event of an assignment consented to by the Landlord, the Tenant shall nonetheless remain responsible to the Landlord for the fulfillment of all obligations created by this LeaseTenant’s assets.

Assignment by Tenant. Notwithstanding the provisions of Section 23 of the Landlord and Tenant Actshall not assign, R.C. 1980mortgage or encumber this Lease, Chapter 232 or any amendments theretoright hereunder, or similar enactments in force now or in nor sublet the future, the Lessee shall not assign this lease or sub-let or part with possession of all Leased Premises or any part of thereof, nor permit the herein demised premises or permit any licensee or concessionaire Leased Premises to conduct business on the herein demised premises or a portion thereof be used by others without the prior written consent of the LessorLandlord, which consent may shall not be unreasonably withheldwithheld or delayed; provided that if any such consent may be conditional upon Tenant's agreement that, any monthly rent or other payment accruing to Tenant as the Tenant result of any such assignment, transfer or sublease, including any lump sum or periodic payment in any manner relating to such assignment, transfer or sublease, which is a corporation, the transfer in excess of the majority of Minimum Annual Rent and Additional Rent then payable by Tenant under the stock of the corporation or the transfer or issuance of any of the stock of the corporation sufficient to transfer control of the corporation to others than the immediate families of the then present shareholders Lease shall be deemed substantial violation of the foregoing clause respecting paid by Tenant to Landlord monthly as Additional Rent, excluding any reasonable expenses incurred by Tenant in connection with such assignment or sublease unless the subletting, e.g. legal fees and brokers' commissions. Except as set forth herein, without prior written consent of Landlord, this Lease and the Landlord is first obtainedinterest of Tenant, or any assignee of Tenant, shall not pass by operation of law, nor shall it be subject to garnishment or sale under execution in any suit or proceeding which may be brought against or by Tenant, or any assignee of Tenant. If the tenant shall assign No assignment of this Lease, sublease of all or any portion of the Leased Premises, or collection of rent from an assignee or subtenant (whether or not permitted by Landlord) shall relieve Tenant of its obligations hereunder. Any reasonable costs and expenses, including reasonable attorneys' fees incurred by Landlord may collect rent in connection with any proposed or purported assignment, transfer or sublease shall be borne by Tenant and any other sums from the assignee, and apply the net amount collected shall be payable to Landlord as Additional Rent within five (5) days of demand therefor. Notwithstanding anything herein to the rent and other amounts payable hereunder but no contrary, Tenant shall have the right, without Landlord's prior written consent, to assign this Lease or sublet the Leased Premises to any parent corporation of Tenant, or to any subsidiary of any parent corporation of Tenant, subject to the following express conditions: (i) No such assignment or sublease shall be deemed a waiver to release Tenant from continuing liability for all of Tenant's covenants and obligations under this Lease; and (ii) Any assignee or subtenant must expressly assume in writing all of the covenants and obligations of Tenant under this Lease, joint and severally with Tenant. Further, the provisions of this covenant or the acceptance of the assignee. All requests Section shall not apply to the landlord for consent to assigning this Lease or subletting or parting with the possession of all or part of the herein demised premises shall be made to the Landlord in writing together with such information in writing as a Landlord might reasonably require respecting a proposed assignee, including without limitation, the name address, nature of business experience and responsibility and financial responsibility, standing and background of such proposed assignee and, in the event that such proposed assignee is a corporation, similar information respecting the principal shareholders of such corporation. Any assignee, sub-tenant, licensee or concessionaire approved by the Landlord shall be bound by all the terms, conditions, covenants, provisos, and agreements an assignment of this Lease and shall(or to a sale or transfer of Tenant's stock) resulting from a merger, at consolidation, corporate reorganization (other than pursuant to the request bankruptcy laws), sale of the Landlordassets or other transfer of stock of Tenant: Further, execute any issuance by Tenant of its capital stock in a covenant to such effect. The Landlord shall have public offering which is effected in compliance with the right to require the execution of such covenant as a prior condition before the granting of consent to assignment or parting with possession of all or part registration requirements of the herein demised premises. In Securities Act of 1933, as amended, and the event of rules and regulations thereunder, shall not be deemed to be a change in control or an assignment consented to by the of this Lease requiring Landlord, the Tenant shall nonetheless remain responsible to the Landlord for the fulfillment of all obligations created by this Lease's consent.

Assignment by Tenant. Notwithstanding Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this agreement, nor underlet, or suffer or permit the provisions of Section 23 of the Landlord and Tenant Act, R.C. 1980, Chapter 232 demised premises or any amendments theretopart thereof to be used by others, or similar enactments without the prior written consent of Landlord in force now or in each instance which consent will not be unreasonably withheld. If the future, the Lessee shall not Tenant desires to assign this lease Lease or sub-let or part with possession of sublet all or any part of the herein demised premises or permit any licensee or concessionaire premises, it shall first notify the Landlord of such desire in writing. The Landlord shall thereupon have the right to conduct terminate this Lease within ten (10) business on the herein demised premises or a portion thereof without the prior written consent days and retake possession of the Lessorportion of the premises proposed to be sublet or assigned. In such event the Tenant shall be released from its obligations under this Lease upon vacating the premises and paying all sums due Landlord under this Lease up to the time of such vacating. If Landlord elects not to terminate the Lease, the Tenant shall have the right with Landlord's written consent, which consent may will not be unreasonably withheld; provided that if the Tenant is a corporation, the transfer withheld to sublet all or any portion of the majority Demised Premises to any unrelated subtenant who has a net worth in excess of the stock of the corporation or the transfer or issuance of any of the stock of the corporation sufficient to transfer control of the corporation to others than the immediate families of the then present shareholders shall be deemed substantial violation of the foregoing clause respecting assignment or sublease unless the prior written consent of the Landlord is first obtainedtwo million ($2,000,000.00) dollars. If the tenant shall assign this Lease, the Landlord may collect Tenant so assigns or sublets at a rate of rent and any other sums charges in excess of the rate of rent and other charges being paid by Tenant to Landlord for the spaced involved, after deducting Tenant's subletting costs, including the unamortized costs of leasehold improvements excluding computer floor and generator, brokerage commissions and reasonable attorney's fees, the Tenant shall pay Landlord 60% of such excess. Any such assignment or sublet shall be only for the use permitted on this Lease. The Tenant shall remain liable on this Lease in the event of such assignment or sublet. Tenant shall be responsible for Landlord's reasonable attorney's fees involved in said assignment or sublet. If this lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, under-tenant or occupant, and apply the net amount collected to the rent and other amounts payable hereunder herein reserved, but no such assignment assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant covenant, or the acceptance of the assignee, under-tenant or occupant as tenant, as a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. All requests The consent by Landlord to an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In the event that the Tenant is a corporation, a transfer of the controlling stock interest of the Tenant shall not constitute an assignment of lease requiring the written consent of the Landlord. In the event that the Landlord grants such consent in writing to any such assignment, or underletting, Tenant shall provide Landlord, with an executed counterpart of the instrument of assignment or sublease which shall contain provisions regarding the obligations of such assignee or sublessee satisfactory to Landlord. Notwithstanding the above, Tenant may sublease or assign all portions of the demised premises to a wholly-owned affiliate or subsidiary or in connection with a merger, acquisition, sale or consolidation without the consent of Landlord and Landlord shall not, under those circumstances have the right to recapture the demised premises. Tenant shall however, be required to notify Landlord within ten (10) days of such event and provide Landlord with a copy of such sublease or assignment and Tenant shall continue to remain fully liable under the terms of this Lease. Notwithstanding anything to the landlord for consent contrary to assigning this Lease, Tenant may assign or sublet this Lease without Landlord's consent or subletting right to recapture to Digital Restaurant Solutions, LLC, Priceline WebHouse Club, Inc., ▇▇▇▇▇▇ Digital Corporation, Perfect YardSale, Inc., and Synapse Group, Inc. In addition, Tenant may permit any corporation or parting other business entities which, directly or indirectly control, are controlled by, or are under common control with Tenant or any of the possession of above enumerated entities (herein referred to as a "Related Entity") to sublet all or part of the herein demised premises Premises for any of the purposes permitted to Tenant, or receive an assignment of this Lease provided that (i) Tenant shall not be made in default in the performance of any of its material obligations under this Lease beyond the expiration of applicable notice and cure periods and (ii) ten (10) days prior to such subletting or assignment, Tenant furnishes Landlord with the Landlord in writing name of any such Related Entity, together with a certification of Tenant, and such information in writing other proof as a Landlord might may reasonably require respecting a proposed assigneerequest, including without limitation, the name address, nature of business experience and responsibility and financial responsibility, standing and background of such proposed assignee and, in the event that such proposed subtenant/assignee is a corporationRelated Entity of Tenant. For the purposes hereof, similar information respecting "control" shall be deemed to mean direct or indirect ownership of not less than a majority of all of the principal shareholders voting stock of such corporation. Any assignee, sub-tenant, licensee corporation or concessionaire approved by the Landlord shall be bound by all the terms, conditions, covenants, provisos, and agreements of this Lease and shall, at the request a majority of the Landlordlegal and equitable interest in any other business entities, execute a covenant or the power to such effect. The Landlord shall have direct the right to require the execution operation or management of such covenant as a prior condition before the granting of consent to corporation or entity, by contract or otherwise. Notwithstanding any assignment or parting with possession of sublet, Tenant shall remain fully liable for all or part of the herein demised premises. In the event of an assignment consented to by the Landlord, the Tenant shall nonetheless remain responsible to the Landlord for the fulfillment of all obligations created by this Leaseterms and conditions contained herein.

Assignment by Tenant. Notwithstanding the provisions of Section 23 of the Landlord and (a) Tenant Act, R.C. 1980, Chapter 232 or any amendments thereto, or similar enactments in force now or in the future, the Lessee shall not assign this lease or sub-let or part with possession of all or any part of the herein demised premises or permit any licensee or concessionaire to conduct business on the herein demised premises or a portion thereof without the prior written consent of the Lessor, which consent may not be unreasonably withheld; provided that if the Tenant is a corporation, the transfer of the majority of the stock of the corporation or the transfer or issuance of any of the stock of the corporation sufficient to transfer control of the corporation to others than the immediate families of the then present shareholders shall be deemed substantial violation of the foregoing clause respecting assignment or sublease unless the prior written consent of the Landlord is first obtained. If the tenant shall assign this Lease, the Landlord may collect rent and any other sums from the assignee, and apply the net amount collected to the rent and other amounts payable hereunder but no such assignment shall be deemed a waiver of this covenant or the acceptance of the assignee. All requests to the landlord for consent to assigning this Lease or subletting or parting with the possession of all or part of the herein demised premises shall be made to the Landlord in writing together with such information in writing as a Landlord might reasonably require respecting a proposed assignee, including without limitation, the name address, nature of business experience and responsibility and financial responsibility, standing and background of such proposed assignee and, in the event that such proposed assignee is a corporation, similar information respecting the principal shareholders of such corporation. Any assignee, sub-tenant, licensee or concessionaire approved by the Landlord shall be bound by all the terms, conditions, covenants, provisos, and agreements of this Lease and shall, at the request of the Landlord, execute a covenant to such effect. The Landlord shall have the right to require assign this Lease only in accordance with this Section 23. Landlord's consent to an assignment shall be required only if such consent is required pursuant to this Section 23. No assignment of Tenant's interest under this Lease shall be made, directly or indirectly, whether by operation of law or otherwise, without (i) in connection with an assignment to a governmental or quasi-governmental bureau, department or agency, foreign or domestic, including an autonomous governmental corporation or diplomatic or trade mission, or any other person or entity entitled to diplomatic or sovereign immunity, the execution prior consent of Landlord, which consent may be withheld in Landlord's sole discretion, (ii) in all cases, compliance by Tenant with the applicable requirements set forth in Section 23(b) and (iii) the Qualified Fee Mortgagee shall have consented to such assignment. In no event shall Landlord be required to give its consent to any assignment of this Lease unless and until the Qualified Fee Mortgagee shall have consented thereto. (b) No assignment of this Lease shall be effective for any purposes unless (i) Tenant shall deliver to Landlord, at least 30 days prior to the consummation of such covenant as a prior condition before the granting of consent to assignment or parting with possession of all or part transaction, (A) an executed counterpart of the herein demised premises. In instrument effecting such assignment, in recordable form and otherwise in form and substance satisfactory to Landlord, containing inter alia the name, address and telephone number of the assignee, (B) an executed instrument of assumption of Tenant's obligations under this Lease by such assignee, in recordable form and otherwise in form and substance satisfactory to Landlord in its reasonable judgment, and (C) such other implementation documents consistent therewith and with the terms of this Lease as Landlord may reasonably request, and (ii) on the date such assignment is consummated, no Event of Default, or event which with notice or the passage of time would constitute an assignment consented to Event of Default, shall have occurred and be continuing which Event of Default will not be cured by the Landlordassignment. (c) Notwithstanding Section 23(a), in no event shall the ownership of the Improvements or Tenant's interest under this Lease be subjected to a condominium or horizontal property regime or be converted to cooperative ownership during the Term. (d) Tenant may not assign this Lease or any interest of Tenant hereunder separately from its title to the Improvements. (e) No assignment of Tenant's interest under this Lease shall be valid unless made in compliance with this Section 23. (f) For purposes of this Section 23, the Tenant shall nonetheless remain responsible to the Landlord for the fulfillment term "assignment of all obligations created by Tenant's interest under this Lease." shall include the direct or indirect assignment (in either a single transaction or a series of

Assignment by Tenant. Notwithstanding (a) Tenant shall have the provisions right, on notice to Landlord but without being required to obtain Landlord's consent, to assign Tenant's interest in this Lease to any corporation or other entity: (i) into or with which Tenant shall be merged or consolidated, provided (x) in the case of Section 23 a corporate assignee, that such assignee shall have (immediately after such merger or consolidation) a net worth equal to not less than the assignor's net worth immediately preceding such assignment, and (y) in the case of an assignee which is a partnership or similar entity, that the Landlord aggregate net operating income of both Tenant and the entity into or with which Tenant Actshall be merged or consolidated, R.C. 1980for the fiscal year immediately preceding such merger or consolidation, Chapter 232 shall be equal to not less than two (2) times the then current Annual Rental due under this Lease; (ii) to which Tenant shall sell all or any amendments theretosubstantially all of Tenant's stock or assets, provided that the assignor Tenant and such assignee shall have (immediately after such sale) a combined net worth equal to not less than the assignor's net worth immediately preceding the assignment; and/or (iii) which controls, is controlled by, or similar enactments is under common control with, Tenant, provided that, in force now or in the future, the Lessee shall not assign this lease or sub-let or part with possession of all or any part of the herein demised premises or permit any licensee or concessionaire to conduct business on the herein demised premises or a portion thereof without the prior written consent of the Lessor, which consent may not be unreasonably withheld; provided that if the Tenant is a corporation, the transfer of the majority of the stock of the corporation or the transfer or issuance of any of the stock of the corporation sufficient events referred to in clauses (i), (ii) and (iii) above, such merger, consolidation or transfer control of the corporation to others than the immediate families of the then present shareholders shall be deemed substantial violation for a valid business purpose and not principally for the purpose of transferring this Lease. In all other instances, Tenant shall have the foregoing clause respecting assignment or sublease unless the prior written consent of the Landlord is first obtained. If the tenant shall right to assign this Lease, provided that Tenant shall have obtained the prior consent of Landlord may collect rent and any other sums from the assigneethereto, and apply the net amount collected to the rent and other amounts payable hereunder but no such assignment which consent shall not be deemed a waiver of this covenant unreasonably withheld or the acceptance of the assignee. All requests to the landlord for consent to assigning this Lease or subletting or parting with the possession of all or part of the herein demised premises shall be made to the Landlord in writing together with such information in writing as a Landlord might reasonably require respecting a proposed assigneeunduly delayed, including without limitation, the name address, nature of business experience and responsibility and financial responsibility, standing and background of such proposed assignee and, in the event that such proposed assignee is a corporation, similar information respecting the principal shareholders of such corporation. Any assignee, sub-tenant, licensee or concessionaire approved by the Landlord shall be bound by all the terms, conditions, covenants, provisos, and agreements of this Lease and shall, at the request of the Landlord, execute a covenant to such effect. The unless Landlord shall have the right to require withhold its consent pursuant to the execution provisions of such covenant as a prior condition before the granting of Subsection 16.01(c) below. Provided that Tenant's request for Landlord's consent to such proposed assignment shall state that Landlord shall be deemed to have granted such consent if Landlord does not respond to said request within ten (10) business days, then, if Landlord shall fail to consent to a proposed assignment or parting with possession to notify Tenant in reasonable detail of all Landlord's reasons for refusing to consent to any proposed assignment of this Lease within ten (10) business days after Tenant shall have requested such consent and furnished to Landlord the information and statement required pursuant to Subsection 16.01(c) below, then Landlord shall be deemed to have consented to such proposed assignment. For purposes of this Lease, without limiting the nature of what constitutes acceptable evidence, Landlord agrees that the certified statement of a certified public accountant (from a firm which shall be comprised of not less than twenty five (25) accountants) attesting to the "net worth" or part the "net operating income" of the herein demised premises. In Tenant, assignee or subtenant, respectively, computed in accordance with generally accepted accounting principles, shall (except for the event purpose of releasing assignor Tenant from its obligations hereunder in the case of an assignment consented to a person which has a net worth of $300,000,000, as provided in Subsection 16.01(b) below) be deemed conclusive and binding evidence of the same. (b) Any assignment or transfer, whether made with Landlord's consent or without Landlord's consent pursuant to this Article 16 (excluding, however, assignments by operation of law or which otherwise become effective without an instrument of assignment), shall be made only if, and shall not be effective until, Tenant shall deliver to Landlord a duplicate original instrument of assignment, duly executed and acknowledged by Tenant, and assumption, duly executed and acknowledged by the Landlordassignee, whereby the assignee shall assume the obligations of this Lease on the part of Tenant to be performed or observed ((x) in the case of a merger or consolidation pursuant to clause (i) of Subsection 16.01(a) above, from the Commencement Date, and (y) in the case of any other assignment, only from the effective date of such assignment), and whereby the assignee shall agree that the provisions of this Article 16 shall, notwithstanding such assignment or transfer, continue to be binding upon the assignee with respect to all future assignments and transfers. The original named Tenant covenants that, notwithstanding any assignment or transfer, whether or not in violation of the provisions of this Lease, and notwithstanding the acceptance of Annual Rental and/or Additional Rent by Landlord from the assignee, transferee or any other party, the original named Tenant shall nonetheless remain responsible fully liable for the payment of the Annual Rental and Additional Rent provided in this Lease and for the performance and observance of all other obligations provided in this Lease to be performed or observed by Tenant. Notwithstanding anything in the foregoing sentence to the contrary, if Tenant shall assign all of its interest in this Lease to an assignee which shall have a net worth of not less than Three Hundred Million ($300,000,000) Dollars, and Tenant shall give Landlord reasonable evidence thereof, and the assignee shall have as of the effective date of the assignment an S&P Senior Long Term Debt rating of BBB or higher, then Tenant (including the initially named Tenant herein as well as all successors, if any, to Tenant's interest herein, other than such assignee) shall be released from all obligations to be performed or observed by Tenant under this Lease from and after the effective date of the assignment and assumption agreement described in this Subsection 16.01(b). If the original named Tenant assigns this Lease in accordance with this Article 16 but is not released from liability hereunder, Landlord shall give the original named Tenant a copy of each notice of default given by Landlord to the then current tenant under this Lease at the same time as any such notice shall be given to the then current tenant. Landlord shall not have any right to terminate this Lease, or otherwise to exercise any of its rights and remedies hereunder, after a default by such current tenant, unless and until (i) the original named Tenant receives a copy of the default notice in question, and (ii) the original named Tenant has an opportunity to remedy such default within the time periods set forth in Article 13 above. Landlord shall accept timely performance by the original named Tenant of any term, covenant, provision or agreement contained herein on the then current tenant's part to be observed and performed with the same force and effect as if performed by the then current tenant. If the original named Tenant shall cure the default by such current tenant, or if the default shall be incurable (such as bankruptcy), and Landlord or the current tenant seeks to terminate this Lease, then the original named Tenant shall have the right to resume actual possession of the Premises for the fulfillment unexpired balance of the term of this Lease upon all obligations created by of the then executory terms of this Lease.

Assignment by Tenant. Notwithstanding the provisions of Section 23 of the Landlord and Tenant Act, R.C. 1980, Chapter 232 or any amendments thereto, or similar enactments in force now or in the future, the Lessee shall will not assign this lease or sub-let or part with possession of all Lease or any part of the herein demised premises or permit any licensee or concessionaire to conduct business on the herein demised premises or a portion thereof interest in this Lease without the prior written consent of the LessorLandlord, which consent may not be unreasonably withheld; withheld in its reasonable discretion. At the Landlord’s option, any attempted transfer without said prior written approval shall be void, ab initio, shall be of no force and effect, and shall confer no rights on or in favor of third parties, provided that if the Tenant is a corporation, the transfer of the majority of the stock of the corporation or the transfer or issuance of any of the stock of the corporation sufficient to transfer control of the corporation to others than the immediate families of the then present shareholders shall be deemed substantial violation of the foregoing clause respecting assignment or sublease unless the prior written consent of the Landlord is first obtained. If the tenant shall assign this Leasemay, the Landlord may at its option, collect rent and from any other sums from the assignee, such transferee and apply the net amount collected to the rent and other amounts payable hereunder Rent due from Tenant hereunder, but no such assignment collection shall be deemed a waiver of this covenant such violation, or the acceptance of such transferee as a tenant, or a release of Tenant from the assigneefurther performance by Tenant of covenants on the part of Tenant set forth in this Lease. All requests Tenant shall give written notice to Landlord of the landlord for consent name and address of any proposed assignee and any other information reasonably requested by Landlord regarding such proposed assignee and any documents of assignment as Landlord may reasonably request. Landlord shall, within thirty (30) days from the date of receipt from Tenant of such notice, give notice to assigning this Lease Tenant of Landlord’s approval or subletting or parting disapproval of such proposed assignment. Where Landlord has given such approval to Tenant to transfer Tenant’s interest in the Lease, such transfer shall be effective upon compliance with the possession following conditions: (a) At the time of such assignment, there shall not exist hereunder any Event of Default; (b) Such assignee shall be subject to and bound by all or of the terms and conditions hereof, and shall agree, by written instrument reasonably satisfactory to Landlord, to assume and be bound by all of the obligations on the part of Tenant to be performed and observed, under this Lease, including, without limitation, the herein demised premises covenants contained in this Section 12.1 requiring such approval of and agreement with Landlord in the case of further assignment of this Lease; and (c) Tenant shall be made to reimburse Landlord on demand, as Additional Rent, for all reasonable out-of-pocket fees, costs and expenses incurred by the Landlord in writing together with such information in writing as a Landlord might reasonably require respecting a proposed assignee, (including without limitation, the name address, nature of business experience and responsibility and financial responsibility, standing and background of such proposed assignee and, any reasonable attorneys’ fees) in the event that such proposed assignee is a corporation, similar information respecting the principal shareholders of such corporation. Any assignee, sub-tenant, licensee or concessionaire approved by the Landlord shall be bound by all the terms, conditions, covenants, provisos, and agreements of this Lease and shall, at connection with the request of the Landlord, execute a covenant to for such effect. The Landlord shall have the right to require the execution of such covenant as a prior condition before the granting of consent to assignment or parting with possession of all or part of the herein demised premises. In the event of an assignment consented to transfer by the Landlord, the Tenant shall nonetheless remain responsible to the Landlord for the fulfillment of all obligations created by this LeaseTenant.

Assignment by Tenant. Notwithstanding Tenant shall not, without obtaining the provisions prior written consent of Section 23 of the Landlord and Tenant ActLandlord, R.C. 1980assign, Chapter 232 convey, mortgage or otherwise transfer this Lease or any amendments theretointerest hereunder, or similar enactments in force now sublet the Premises or any part thereof. A change in the future, ownership of Tenant which results in a change in the Lessee control of Tenant shall not be deemed to be an assignment within the meaning of this Section. Tenant shall by notice in writing advise Landlord of any request to assign this lease Lease or sub-let or part with possession of to sublet all or any part of the herein demised premises or permit any licensee or concessionaire to conduct business on the herein demised premises or a portion thereof without the prior written consent Premises. Tenant's notice shall include all of the Lessor, which consent may not be unreasonably withheld; provided that if terms of and consideration for the Tenant is a corporationproposed assignment or sublease, the transfer proposed effective date, the name and address of the majority proposed assignee or subtenant and a true and complete copy of the stock of the corporation or the transfer or issuance of any of the stock of the corporation sufficient to transfer control of the corporation to others than the immediate families of the then present shareholders shall be deemed substantial violation of the foregoing clause respecting proposed assignment or sublease unless the prior written consent of the Landlord is first obtained. If the tenant shall assign this Lease, the Landlord may collect rent and any other sums from related agreements. In the assignee, and apply the net amount collected to the rent and other amounts payable hereunder but no such event of a proposed assignment shall be deemed a waiver of this covenant or the acceptance of the assignee. All requests to the landlord for consent to assigning this Lease or subletting or parting with the possession a sublease of all or part more than 30% of the herein demised premises shall be made to the Landlord in writing together with such information in writing as a Landlord might reasonably require respecting a proposed assignee, including without limitation, the name address, nature of business experience and responsibility and financial responsibility, standing and background of such proposed assignee and, in the event that such proposed assignee is a corporation, similar information respecting the principal shareholders of such corporation. Any assignee, sub-tenant, licensee or concessionaire approved by the Landlord shall be bound by all the terms, conditions, covenants, provisos, and agreements of this Lease and shall, at the request floor area of the LandlordBuilding, execute a covenant to such effect. The Landlord shall have the right to require terminate this Lease as of the execution of proposed effective date stated in Tenant's notice by giving written notice thereof to Tenant within 30 days after Tenant's notice. If Landlord does not exercise such covenant as a prior condition before the granting of termination right, or if it is not applicable, Landlord will not unreasonably withhold its consent to Tenant's proposed assignment or parting with possession subletting to the party identified in Tenant's notice. If Landlord consents to any such assignment or subletting, Tenant shall pay to Landlord any profit derived by Tenant from such assignment or subletting. Profit shall be deemed to include the amount paid or payable to Tenant to enter into any such transaction and the amount of all rent or part other consideration payable by the assignee or sublessee in excess of the herein demised premisesRent payable by Tenant under this Lease, computed in the case of a partial sublease on a per square foot of rentable Building floor area basis. In the event The profit due Landlord shall be paid to Landlord within 10 days after receipt thereof by Tenant. If Landlord shall consent to such assignment or sublease, no such consent shall be deemed a release of an assignment consented Tenant or any guarantor, each of whom shall continue to by the Landlordbe jointly, the Tenant shall nonetheless remain responsible to the Landlord severally, unconditionally and primarily liable for the fulfillment payment and performance of all obligations created hereunder with the assignee or sublessee. Consent by Landlord to one assignment of this LeaseLease or to one subletting shall not be a waiver of Landlord's rights under this Section as to any subsequent assignment or subletting. Landlord's reasonable costs, including without limitation attorney's fees, for review of any assignment documentation shall be paid by Tenant.