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extending Tenant's covenants to payor its covenants to cause to be paid any such charges at the lime and in the manner provided in this Par;Jgraph or operare 10 relieve Tenanl from irs o1her obligarions hereunder. In the event that Tenant fails 10 pay any claims when due or [0 provide the security therefor as provided in this Paragraph and to diligently prosecute any contest of the same, Landlord may, upon thiny (30) days advance written notice to Tenant. pay such charges together with any interest and penalties and the same shall be repayable by Tenant to undlord as Rent together with the next payment of Base Rent then coming due, provided that, should Landlord reasonably determine that the giving of such notice would risk loss 10 the Premises or cause damage to Landlord, then Landlord shall give such written notice as is appropriate under the circumstances. 8. Assienment and Sublettjn~ ~,o * A. Tenant shall have the right, with undJord's prior written consent, which consent shall not be unreasonably withheld, to assign, transfer or sublet all or any part of Tenant's interest in this Lease or the Premises. Notwithstanding the foregoing, Tenant shall not be required to obtain Landlord's consent to an assignment or sublease of this Lease to an entity which is majority owned and controlled by Tenant or Guarantor (as hereinafrer defined), provlded Tenant is not in default under this Lease and Tenant promptly delivers to Landlord written notice of such assignment or sublease together with written certification setting forth the relationship of such assignee or sublessee to the Tenant and Guarantor. B. Any assignee shall assume all of Tenant's obligations under this Lease and shall deliver to Landlord an absolute and unconditional assumption agreement on the effective datc of the assignment, which assumption agreement shall be in form and substance acceptable to Landlord. In addition, the Guarantor shall execute and deliver to Landlord an acknowledgment and consent reasonably acceptable to Landlord which will confirm Guarantor's continuing obligations under the Guaranty (as hereinafter defined). Provided such assignment is made pursuant to the terms of this Lease, upon the execution by such assignee of said assumption agreement and the delivery of same to the Landlord, together with Guarantor's acknowledgment and consent, the Tenant shall be relieved of any and all of Tenant's obligations under this Lease. Consent by Landlord to any assignment sha1l not constil'Jte a waiver of the necessity for such consent to any subsequent assignment. Except as expressly provided in this Subparagraph B, no assignment, transfer, or subletting of this Lease shall release Tenant of its obligations or alter the liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. Notwithstanding the foregoing, Landlord agrees that if this Lease is assigned with undlord's written consent, the Landlord will release the Guarantor from its obligations under Guaranty if the assignee approved by Landlord has a "net worth" equal or greater [0 $ 1 OO,QCX) ,OOJ. 00, provided that the termination of the Guaranty and Guarantor's obligations thereunder shall only be effective if in writing and executed by both undlord and Guarantor. For purposes of this Lease, "net worth" shall mean in respect of any person or entity for which such determination is being made, at the time of any determination thereof is to be made, (i) the aggregate amount of all assets of such person or entity as may properly be classified as such, less (ii) the aggregate amount of all liabilities of such person or entity, all as determined in accordance with Generally Accepted AccountIng Principles consistently applied. MIA95IOIJ71"48-J 6 SUB .~ H _.