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ARTICLE 14 ASSIGNMENT AND SUBLETTING Section 14.1 Assignment and Subletting. Except for Permitted Transfers identified below, Tenant shall not assign this Lease nor sublet the Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing or anything to the contrary contained herein, Tenant shall have the right, without the necessity of seeking or obtaining Landlord's prior written consent (such consent being hereby granted), to assign this Lease or to sublet all or any portion of the Premises or otherwise to transfer any interest in this Lease in connection with the following transactions (individually and collectively, the "Permitted Transfers"): (a) customary license and/or concession agreements; (b) Four-Wall Deals; (c) any assignment of this Lease or subletting of the Premises to a Tenant Affiliate; (d) any assignment of this Lease to any entity or person that expressly assumes all of Tenant's obligations hereunder and either: (i) merges or consolidates with Tenant, or (ii) acquires a substantial portion of the assets or stock of Tenant, or (iii) continues to operate the Premises as a motion picture theater and acquires five (5) or more of Tenant's theaters; (d) any assignment (collateral or absolute) to a corporation, partnership, trust, joint venture or other entity provided that Tenant (or any other entity to which Tenant could effect a Permitted Transfer without Landlord's consent) continues to operate and manage the Premises (i.e., a so-called sale-leaseback or lease-leaseback transaction). Promptly after effecting any assignment of this Lease or subletting of the Premises, Tenant shall notify Landlord thereof, including the effective date of the assignment or sublease, the transferee's name and address for notice purposes and (in the case of an assignment), a copy of the assumption agreement referred to above and (if applicable) a certification of the assignee's net worth as required under Section 14.2. Except as provided in Section 14.2, no assignment, sublease or other transfer of Tenant's interest hereunder shall relieve Tenant from liability hereunder. Section 14.2 Release. Upon assignment of this Lease, Tenant shall be released from all further obligations and liabilities thereafter arising hereunder if (and only if): (1) the assignee has expressly assumed all such obligations in writing and a copy of such instrument has been sent to Landlord, and (2) the net worth ofthe assignee as of the date of assignment (together with the net worth of any entity that guarantees unto Landlord, by a written guaranty satisfactory to Landlord in form and substance, the performance of such assignee's obligations under this Lease) is equal to or greater than the net worth of Tenant as of the Effective Date, as increased by the CPI Adjustment. For purposes of the foregoing, "net worth" shall be determined in accordance with generally accepted accounting principles, consistently applied, and shall be certified by an independent certified public accounting firm. 50 CHG02:3091375.v8 . -.-. ......