Common use of ASSIGNMENT, MORTGAGING AND SUBLETTING Clause in Contracts

ASSIGNMENT, MORTGAGING AND SUBLETTING. (a) Except as expressly provided in this Article 16, Tenant covenants and agrees that neither this Lease nor the Term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, hypothecated, encumbered or otherwise transferred, voluntarily, by operation of law or otherwise, and that neither the Premises, nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other than the Permitted Use, or be sublet, or offered or advertised for subletting without Landlord’s prior written consent and subject to Section (b)(3) below of this Section 16. Notwithstanding the foregoing, it is hereby expressly understood and agreed however, if Tenant is a business entity, that the assignment or transfer of this Lease, and the Term and estate hereby granted, to any business entity into which Tenant is merged (including any merger where Tenant is the surviving entity) or with which Tenant is consolidated, which business entity shall have a net worth, as determined in accordance with generally accepted accounting principles, of at least Two Hundred Fifty Million Dollars $250,000,000.00 or which acquires all or substantially all of Tenant’s business (whether by stock purchase or otherwise) or assets, or through a reorganization of Tenant from one form of legal entity into another form of legal entity so long as the successor entity assumes by operation of law or otherwise the obligations of Tenant under this Lease, (such business entity being hereinafter called “Permitted Assignee”), shall not require Landlord’s consent or the giving of a Recapture Offer (defined below), but upon the express condition that Permitted Assignee and Tenant shall promptly execute, acknowledge and deliver to Landlord an agreement (“Assumption Agreement”) in form and substance reasonably satisfactory to Landlord whereby Permitted Assignee shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed, and whereby Permitted Assignee shall expressly agree that the provisions of this Article 16 shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers. In addition to the foregoing, the transaction by which the Tenant becomes, and the trading of the Tenant’s voting stock while the Tenant remains, a so-called reporting public corporation under the provisions of the Securities Exchange Act of 1934, as amended, the outstanding voting stock of which is registered in accordance with the provisions of the Securities Act of 1933, as amended, and actively traded on the New York Stock Exchange or another recognized, national securities exchange (and for the purposes hereof, the term “voting stock” shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation) shall not require Landlord’s consent or the giving of the Recapture Offer.

ASSIGNMENT, MORTGAGING AND SUBLETTING. (a) Except as expressly provided Subtenant shall not voluntarily assign or encumber its interest in this Article 16, Tenant covenants and agrees that neither this Lease nor Sublease or in the Term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, hypothecated, encumbered or otherwise transferred, voluntarily, by operation of law or otherwise, and that neither the Sublet Premises, nor or sublease all or any part thereof will be encumbered in of the Sublet Premises, or allow any manner by reason of other person or entity (except Subtenant’s authorized representatives) to occupy or use all or any act or omission on the part of Tenantthe Sublet Premises, without first obtaining Sublandlord’s consent, which consent Sublandlord shall not unreasonably withhold, delay or used condition. No consent to any assignment or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other than sublease shall constitute a further waiver of the Permitted Use, or be sublet, or offered or advertised for subletting without Landlord’s prior written consent and subject to Section (b)(3) below provisions of this Section 16Paragraph. Notwithstanding the foregoing, it is hereby expressly understood and agreed howeverSubtenant shall have the right to assign this Sublease and/or sublet any part or all of the Sublet Premises, if Tenant is a business entity, that without the assignment or transfer of this Lease, and the Term and estate hereby grantedSublandlord’s consent, to any business corporation which is controlled directly or indirectly by Subtenant, or any entity into which Tenant is merged (including The First American Corporation) which controls, directly or indirectly, Subtenant, or to any merger where Tenant is the surviving entity) of Subtenant’s joint venture partner(s), partnership(s), or with which Tenant is consolidatedother affiliated entity(s), which business entity shall have a net worthby merger, as determined in accordance with generally accepted accounting principlesacquisition, of at least Two Hundred Fifty Million Dollars $250,000,000.00 or which acquires all or substantially all of Tenant’s business (whether by stock purchase or otherwiseotherwise or to a successor(s)-in-interest to any part or all of Subtenant’s business. Sublandlord shall respond to any Subtenant request to assign, sublease or encumber within ten (10) business days of written notice of Subtenant’s desire to enter into such assignment sublease or assetsencumbrance. If Sublandlord elects to withhold its consent, Sublandlord shall specify in Sublandlord’s written notice to Subtenant the specific, reasonable grounds upon which Sublandlord desires to withhold such consent. If within such ten (10) business day period, Sublandlord fails to respond to Subtenant’s request or through a reorganization to notify Subtenant of Tenant from one form the specific, reasonable grounds upon which it is withholding its consent, Sublandlord shall be deemed to have granted its consent to the proposed sublease, assignment or encumbrance. Subtenant shall be entitled to retain fifty (50%) percent of legal entity into another form of legal entity so long as the successor entity assumes by operation of law rent and other consideration payable in connection with any assignment or otherwise the subletting provided Subtenant’s monetary obligations of Tenant to Sublandlord under this Lease, (such business entity being hereinafter called “Permitted Assignee”), shall not require Landlord’s consent or the giving of a Recapture Offer (defined below), but upon the express condition that Permitted Assignee and Tenant shall promptly execute, acknowledge and deliver to Landlord an agreement (“Assumption Agreement”) in form and substance reasonably satisfactory to Landlord whereby Permitted Assignee shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed, and whereby Permitted Assignee shall expressly agree that the provisions of this Article 16 shall, notwithstanding such assignment or transfer, Sublease continue to be binding upon it with respect to all future assignments and transfers. In addition to the foregoing, the transaction by which the Tenant becomes, and the trading of the Tenant’s voting stock while the Tenant remains, a so-called reporting public corporation under the provisions of the Securities Exchange Act of 1934, as amended, the outstanding voting stock of which is registered in accordance with the provisions of the Securities Act of 1933, as amended, and actively traded on the New York Stock Exchange or another recognized, national securities exchange (and for the purposes hereof, the term “voting stock” shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation) shall not require Landlord’s consent or the giving of the Recapture Offersatisfied.

ASSIGNMENT, MORTGAGING AND SUBLETTING. (a) Except as expressly provided in this Article 16, Tenant covenants and agrees that neither this Lease nor the Term term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, hypothecated, encumbered or otherwise transferred, voluntarily, by operation of law or otherwise, and that neither the Premises, nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other than the Permitted Useas stated herein, or be sublet, sublet or offered or advertised for subletting subletting, without Landlord’s the prior written consent of Landlord in each and subject every case, which consent to Section any requested assignment or subletting shall not be unreasonably withheld or delayed. Tenant shall not sublet or assign all or any portion of the Premises (b)(3i) below if the proposed subtenant is an existing tenant of this Section 16Landlord or (ii) if the proposed subtenant is in lease negotiations with, or has received a lease proposal from, Landlord or its affiliates within the prior six (6) months. Notwithstanding Not in limitation of the foregoing, it is hereby expressly understood and agreed however, if Tenant is a business entity, that Tenant’s request for Landlord’s consent to subletting or assignment shall be submitted in writing no later than thirty (30) days in advance of the proposed effective date of such proposed assignment or transfer of this Lease, and the Term and estate hereby granted, to any business entity into which Tenant is merged (including any merger where Tenant is the surviving entity) or with which Tenant is consolidatedsublease, which business entity request shall have a net worthbe accompanied by all reasonable information requested by Landlord. Tenant also shall promptly supply Landlord with financial statements and other information as Landlord may request, as determined prepared in accordance with generally accepted accounting principlesprinciples not more than ninety (90) days old when delivered to Landlord, indicating the net worth, liquidity and credit worthiness of at least Two Hundred Fifty Million Dollars the proposed assignee or subtenant in order to permit Landlord to evaluate the proposed assignment or sublease. Tenant agrees to reimburse Landlord for reasonable legal fees up to $250,000,000.00 1,500 and any other reasonable expenses and costs incurred by Landlord in connection with any proposed assignment or which acquires all or substantially all of Tenant’s business (whether by stock purchase or otherwise) or assets, or through a reorganization of Tenant from one form of legal entity into another form of legal entity so long as the successor entity assumes by operation of law or otherwise the obligations of Tenant under this Lease, (such business entity being hereinafter called “Permitted Assignee”), shall not require subletting. Landlord’s consent shall be granted only if any and all rights contained within this Lease of expansion, extension, renewal, first offer, termination, and the like are deleted and/or waived by Tenant, and if requested by Landlord such assignee or subtenant, and only if the giving of a Recapture Offer (defined below), but upon the express condition that Permitted Assignee and Tenant assignee or subtenant shall promptly execute, acknowledge acknowledge, and deliver to Landlord an agreement (“Assumption Agreement”) in form and substance reasonably satisfactory to Landlord whereby Permitted Assignee the assignee or subtenant shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease (the “Assignment Agreement”). If Tenant shall sublet the Premises, having first obtained Landlord’s consent, at a rental in excess of the rent and additional rent due and payable by Tenant under the provisions of this Lease, fifty percent (50%) of such excess Rent and Additional Rent, after the deduction of the costs of the tenant improvements, reasonable legal fees and brokerage fees in connection with such sublease amortized over the term of such sublease, shall become the sole property of Landlord, it being agreed, however, that Landlord shall not be responsible for any deficiency if Tenant shall sublet the Premises at a rental less than that provided for herein. Further, it is agreed that in lieu of withholding or granting its consent, Landlord may, within thirty (30) days of receipt of a request for consent from Tenant, cancel this Lease as to the entire Premises if Tenant requests an assignment or as to so much of the Premises as Tenant has proposed for subletting. If Landlord shall elect to cancel this Lease as to all or a portion of the Premises, it shall give Tenant written notice of its election, containing a “termination date” which shall be not less than sixty (60) or more than one hundred twenty (120) days from the receipt by Landlord of Tenant’s request to assign or sublet, and on that “termination date” Tenant shall surrender the part Premises or portion thereof for which this Lease has been canceled, in accordance with the provisions of this Lease. If the cancellation shall be as to a portion of the Premises only, then the Rent and Additional Rent shall be adjusted proportionately to reflect said cancellation. It is hereby expressly understood and agreed, however, if Tenant is a corporation, that the assignment, or transfer of this Lease, and the term and estate granted, to any corporation into which Tenant is merged or with which Tenant is consolidated, which corporation shall have a net worth at least equal to that of Tenant as of the date hereof and immediately prior to such merger or consolidation (such corporation being hereinafter called “Assignee”), without the prior written consent of Landlord shall not be deemed to be performedprohibited hereby, if, and upon the express condition that, Assignee and Tenant shall promptly execute, acknowledge, and deliver to Landlord the Assignment Agreement whereby Permitted Assignee shall expressly agree that the provisions of this Article 16 Section XIX shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers. In addition The listing of any name other than that of Tenant, whether on the doors of the Premises or on the Building directory, or otherwise, shall not operate to vest any right or interest in this Lease or in the Premises or be deemed to be the written consent of Landlord mentioned in this Section XIX, it being expressly understood that such listing is a privilege extended by Landlord revocable at will by written notice to Tenant. If this Lease is assigned, or if the Premises or any part thereof is sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect Rent and/or Additional Rent from the Assignee, subtenant or occupant, and apply the net amount collected to the foregoingRent and/or Additional Rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the transaction acceptance of the Assignee, subtenant or occupant as a tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or subletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. No assignment, subletting or use of the Premises by any party shall affect the purpose for which the Premises may be used as stated in Section II. Notwithstanding any permitted assignment or subletting, Tenant becomesshall at all times remain directly, primarily and fully responsible and liable for the trading payment of the Tenant’s voting stock while the Tenant remains, a so-called reporting public corporation all sums payable under the provisions of the Securities Exchange Act of 1934, as amended, the outstanding voting stock of which is registered in accordance with the provisions of the Securities Act of 1933, as amended, and actively traded on the New York Stock Exchange or another recognized, national securities exchange (Lease and for compliance with all the purposes hereof, obligations of Tenant under the term “voting stock” shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation) shall not require Landlord’s consent or the giving of the Recapture OfferLease.

ASSIGNMENT, MORTGAGING AND SUBLETTING. (a) Except as expressly provided in this Article 16, Tenant covenants and agrees that neither this Lease nor the Term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, hypothecated, encumbered or otherwise transferred, voluntarily, by operation of law or otherwise, and that neither the Premises, nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other than the Permitted Use, or be sublet, or offered or advertised for subletting without Landlord’s the prior written consent and subject to Section (b)(3) below of Landlord, which consent shall be granted or withheld in accordance with this Section Article 16. Notwithstanding the foregoing, it is hereby expressly understood and agreed however, if Tenant is a business entity, that the assignment or transfer of this Lease, and the Term and estate hereby granted, to any business entity into which Tenant is merged (including any merger where Tenant is the surviving entity) or reorganized, or with which Tenant is consolidated, or which purchases all or substantially all of the ownership interests or assets of Tenant, which business entity shall have a net worth, as determined in accordance with generally accepted accounting principles, of worth at least Two Hundred Fifty Million Dollars $250,000,000.00 equal to the greater of (x) that of Tenant immediately prior to such merger, reorganization, consolidation or which acquires all or substantially all of Tenant’s business (whether by stock purchase or otherwise) or assetspurchase, or through a reorganization (y) that of Tenant from one form of legal entity into another form of legal entity so long as on the successor entity assumes by operation of law or otherwise the obligations of Tenant under this Lease, Execution Date hereof (such business entity being hereinafter called “Permitted Assignee”), shall not require Landlord’s consent or the giving of a Recapture Offer (defined below)be deemed to be prohibited hereby if, but and upon the express condition conditions that (i) Tenant is not in default of its obligations hereunder on the date of such merger, reorganization, consolidation or purchase, (ii) Permitted Assignee owns or will own immediately after such merger, reorganization, consolidation or purchase all or substantially all of the assets of Tenant, and (iii) Permitted Assignee and Tenant shall promptly execute, acknowledge and deliver to Landlord an agreement (“Assumption Agreement”) in form and substance reasonably satisfactory to Landlord whereby Permitted Assignee shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed, and whereby Permitted Assignee shall expressly agree that the provisions of this Article 16 shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers. In addition to the foregoing, the transaction by which the Tenant becomes, and the trading of the Tenant’s voting stock while the Tenant remains, a so-called reporting public corporation under the provisions of the Securities Exchange Act of 1934, as amended, the outstanding voting stock of which is registered in accordance with the provisions of the Securities Act of 1933, as amended, and actively traded on the New York Stock Exchange or another recognized, national securities exchange (and for the purposes hereof, the term “voting stock” shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation) shall not require Landlord’s consent or the giving of the Recapture Offer.

ASSIGNMENT, MORTGAGING AND SUBLETTING. (a) Except as expressly provided in this Article 16, Tenant covenants and agrees that neither this Lease lease nor the Term term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, hypothecated, encumbered or otherwise transferred, voluntarily, by operation of law or otherwise, and that neither the Premisespremises, nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other than the Permitted Useas stated herein, or be sublet, sublet or offered or advertised for subletting subletting, without Landlord’s the prior written consent and subject to Section (b)(3) below of this Section 16Landlord in every case. Notwithstanding Not in limitation of the foregoing, Tenant's request for Landlord's consent to subletting or assignment shall be submitted in writing and Landlord's consent shall be granted only if the assignee, subtenant or sublessee shall agree to pay Landlord rent, including Tax Excess, Operating Cost Excess, Electricity Charge and Tenant Excess Electricity Expense at the higher of that reserved in this lease or that then current rate in the Building for new tenants. Further, it is agreed that in lieu of withholding or granting its consent Landlord may, within thirty (30) days of receipt of a request for consent from Tenant, cancel this lease as to so much of the demised premises as Tenant has proposed for assignment or subletting. If Landlord shall elect to cancel this lease as to all or a portion of the demised premises, it shall give Tenant written notice of its election, which notice shall set forth a "termination date" which shall be not less than thirty (30) or more than sixty (60) days from the receipt by Landlord of Tenant's request to assign or sublet, and on that "termination date" Tenant shall surrender the premises for which this lease has been canceled in accordance with the provisions of this lease relating to the surrender of the demised premises as the expiration of the term of this lease. If the cancellation shall be as to a portion of the demised premises only, then the Tenant's Proportionate Share for Taxes, Tenant's Proportionate Share for Operating Cost Escalation and the rent shall be adjusted proportionately to reflect said cancellation. It is hereby expressly understood and agreed agreed, however, if Tenant is a business entitycorporation, that the assignment assignment, or transfer of this Leaselease, and the Term term and estate hereby granted, to any business entity corporation into which Tenant is merged (including any merger where Tenant is the surviving entity) or with which Tenant is consolidatedconsolidated or which is an affiliate of Tenant (i.e. controlling, controlled by or under common control with Tenant), which business entity corporation shall have a net worth, as determined in accordance with generally accepted accounting principles, of worth at least Two Hundred Fifty Million Dollars $250,000,000.00 or which acquires all or substantially all of Tenant’s business (whether by stock purchase or otherwise) or assets, or through a reorganization equal to that of Tenant from one form of legal entity into another form of legal entity so long as the successor entity assumes by operation of law immediately prior to such merger or otherwise the obligations of Tenant under this Lease, consolidation (such business entity corporation being hereinafter called “Permitted "Assignee”"), without the prior written consent of Landlord shall not require Landlord’s consent or the giving of a Recapture Offer (defined below)be deemed to be prohibited hereby, but if, and upon the express condition that Permitted that, Assignee and Tenant shall promptly execute, acknowledge acknowledge, and deliver to Landlord an agreement (“Assumption Agreement”) in form and substance reasonably satisfactory to Landlord whereby Permitted Assignee shall agree to be independently personally bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease lease on the part of Tenant to be performed, performed and whereby Permitted Assignee shall expressly agree that the provisions of this Article 16 Section XXI shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers. In addition The listing of any name other than that of Tenant, whether on the doors of the premises or on the Building directory, or otherwise, shall not operate to vest any right or interest in this lease or in the premises or be deemed to be the written consent of Landlord mentioned in this Section XXI, it being expressly understood that such listing is a privilege extended by Landlord revocable at will by written notice to Tenant; Landlord agrees not to revoke such privilege for Tenant during the term hereof. If this lease be assigned, or if the premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the Assignee, subtenant or occupant, and apply the net amount collected to the foregoingrent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the transaction acceptance of the Assignee, subtenant or occupant as a tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or subletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. No assignment, subletting or use of the demised premises by an affiliate of Tenant shall affect the purpose for which the Tenant becomes, and the trading of the Tenant’s voting stock while the Tenant remains, a so-called reporting public corporation under the provisions of the Securities Exchange Act of 1934, as amended, the outstanding voting stock of which is registered demised premises may be used stated in accordance with the provisions of the Securities Act of 1933, as amended, and actively traded on the New York Stock Exchange or another recognized, national securities exchange (and for the purposes hereof, the term “voting stock” shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation) shall not require Landlord’s consent or the giving of the Recapture OfferSection II.

ASSIGNMENT, MORTGAGING AND SUBLETTING. (a) Except as expressly provided in this Article 16, Tenant covenants and agrees that neither this Lease nor the Term term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, hypothecated, encumbered or otherwise transferred, voluntarily, by operation of law or otherwise, and that neither the Premises, nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other than the Permitted Useas stated herein, or be sublet, sublet or offered or advertised for subletting subletting, without Landlord’s the prior written consent and subject to Section (b)(3) below of this Section 16Landlord, which consent may not be unreasonably withheld or delayed. Notwithstanding Not in limitation of the foregoing, it is hereby expressly understood Tenant's request for Landlord's consent to subletting or assignment shall be submitted in writing no later than sixty (60) days in advance of the proposed effective date of such proposed assignment or sublease, which request shall be responded to by Landlord within thirty (30) days of receipt thereof, and agreed howeverwhich request shall be accompanied by the following information (such information shall be collectively referred to as the "REQUIRED INFORMATION"): (i) the name, if Tenant is a current address and business entity, that of the proposed assignee or sublessee; (ii) the amount and location of the space within the Premises proposed to be so subleased; (iii) the proposed effective date and duration of the assignment or transfer of this Leasesubletting; and (iv) the proposed rent and other consideration to be paid to Tenant by such assignee or sublessee. Tenant also shall promptly supply Landlord with financial statements and other information as Landlord may request, and the Term and estate hereby granted, to any business entity into which Tenant is merged (including any merger where Tenant is the surviving entity) or with which Tenant is consolidated, which business entity shall have a net worth, as determined prepared in accordance with generally accepted accounting principles, of at least Two Hundred Fifty Million Dollars $250,000,000.00 or which acquires all or substantially all of Tenant’s business principles not more than ninety (whether by stock purchase or otherwise90) or assets, or through a reorganization of Tenant from one form of legal entity into another form of legal entity so long as the successor entity assumes by operation of law or otherwise the obligations of Tenant under this Lease, days old when delivered to Landlord (such business entity being hereinafter called “Permitted Assignee”if available), shall not require Landlord’s consent or indicating the giving of a Recapture Offer (defined below)net worth, but upon the express condition that Permitted Assignee and Tenant shall promptly execute, acknowledge and deliver to Landlord an agreement (“Assumption Agreement”) in form and substance reasonably satisfactory to Landlord whereby Permitted Assignee shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed, and whereby Permitted Assignee shall expressly agree that the provisions of this Article 16 shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers. In addition to the foregoing, the transaction by which the Tenant becomes, and the trading of the Tenant’s voting stock while the Tenant remains, a so-called reporting public corporation under the provisions of the Securities Exchange Act of 1934, as amended, the outstanding voting stock of which is registered in accordance with the provisions of the Securities Act of 1933, as amended, and actively traded on the New York Stock Exchange or another recognized, national securities exchange (and for the purposes hereof, the term “voting stock” shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation) shall not require Landlord’s consent or the giving of the Recapture Offer.liquidity

ASSIGNMENT, MORTGAGING AND SUBLETTING. (a) Except as expressly provided in this Article 16, Tenant covenants and agrees that neither this Lease nor the Lease Term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, hypothecated, encumbered or otherwise transferred, voluntarily, by operation of law or otherwise, and that neither the Leased Premises, nor any part thereof thereof, will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, its servants, agents and employees, or for any use or purpose other than the Permitted Useas above stated, or be sublet, or offered offered, or advertised for subletting subletting, without in each case, Landlord’s 's prior written consent. Landlord may refuse to consider a request for such consent and subject may withhold such consent unless Tenant shall have agreed to Section (b)(3) below reimburse Landlord promptly for reasonable expenses, including legal expenses, incurred by Landlord in connection with such request. If Tenant shall propose any subletting of this Section 16. Notwithstanding more than half of the foregoing, it is hereby expressly understood and agreed however, if Tenant is a business entity, that the Leased Premises or any assignment or transfer of this Lease, and the Term and estate hereby granted, to any business entity into which Tenant is merged (including any merger where Tenant is the surviving entity) or with which Tenant is consolidated, which business entity Landlord shall have a net worth, as determined in accordance with generally accepted accounting principles, the option of at least Two Hundred Fifty Million Dollars $250,000,000.00 or which acquires all or substantially all terminating this Lease by giving notice thereof to Tenant. Any assignment of Tenant’s business (whether by stock purchase or otherwise) or assets, or through a reorganization of Tenant from one form of legal entity into another form of legal entity so long as the successor entity assumes by operation of law or otherwise the obligations of Tenant under this Lease, (such business entity being hereinafter called “Permitted Assignee”), Lease made hereunder shall not require Landlord’s consent or the giving of a Recapture Offer (defined below), but be upon the express condition that Permitted Assignee the assignee and Tenant shall promptly execute, acknowledge and deliver to Landlord an agreement (“Assumption Agreement”) in form and substance reasonably satisfactory to Landlord whereby Permitted Assignee assignee shall agree to be independently personally bound by and upon all the terms, covenants, agreements, terms, provisions and conditions set forth in of this Lease on the Tenant's part of Tenant to be performed, performed and whereby Permitted Assignee assignee shall expressly agree that the provisions of this Article 16 Section shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transferstransfer. In addition Any sublease of the Leased Premises or any part thereof shall be expressly subject to the foregoing, terms of this Lease and shall contain the transaction by which the Tenant becomes, and the trading agreement of the Tenant’s voting stock while subtenant thereunder that, upon Landlord's written request, it will pay all rents under the Tenant remainssublease directly to Landlord. If, a so-called reporting public corporation under pursuant to the provisions of this Section, Tenant sublets the Securities Exchange Act Leased Premises or any part thereof, Tenant shall pay to Landlord as additional rent at the times and in the manner specified by Landlord, an amount equal to the difference between all amounts which Tenant receives from a subtenant by virtue of 1934, as amended, such subletting (less the outstanding voting stock amortization of which is registered reasonable costs incurred by Tenant in accordance direct connection with such subletting) and the provisions total of the Securities Act of 1933, as amended, and actively traded on the New York Stock Exchange or another recognized, national securities exchange (and Rent due under this Lease for the purposes hereof, the term “voting stock” shall refer to shares of stock regularly entitled to vote for the election of directors sublet area proportioned on a square foot basis; provided said difference is greater than zero. No such assignment or subletting of the corporation) Leased Premises by Tenant shall not require Landlord’s consent relieve Tenant from the observance or the giving performance of any of the Recapture Offerterms, covenants and conditions of this Lease.

ASSIGNMENT, MORTGAGING AND SUBLETTING. (a) Except as expressly provided in this Article 16, Tenant covenants and ------------ -------------------------------------- agrees that neither this Lease nor the Term term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, hypothecated, encumbered or otherwise transferred, voluntarily, by operation of law or otherwise, and that neither the Premisespremises, nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other than the Permitted Useas stated herein, or be sublet, sublet or offered or advertised for subletting subletting, without Landlord’s the prior written consent and subject to Section (b)(3) below of this Section 16Landlord in every case, which consent shall not be unreasonably withheld or delayed. Notwithstanding Not in limitation of the foregoing, Tenant's request for Landlord's consent to subletting or assignment shall be submitted in writing, it being understood and agreed however that Tenant shall have no right to assign or sublet this lease, or any interest therein or thereunder to any individual or entity with whom Landlord is then negotiating for the rental of other vacant space in the Building. It is hereby expressly understood and agreed agreed, however, if Tenant is a business entitycorporation, that the assignment assignment, or transfer of this Lease, and the Term term and estate hereby granted, to a subsidiary, affiliate or parent corporation of Tenant, or to any business entity corporation into which Tenant is merged (including any merger where Tenant is the surviving entity) or with which Tenant is consolidated, which business entity corporation shall have a net worth, as determined in accordance with generally accepted accounting principles, of worth at least Two Hundred Fifty Million Dollars $250,000,000.00 or which acquires all or substantially all of Tenant’s business (whether by stock purchase or otherwise) or assets, or through a reorganization equal to that of Tenant from one form of legal entity into another form of legal entity so long as the successor entity assumes by operation of law immediately prior to such assignment, transfer, merger or otherwise the obligations of Tenant under this Leaseconsolidation, (such business entity corporation being hereinafter called “Permitted "Assignee”"), without the prior written consent of Landlord shall not require Landlord’s consent or the giving of a Recapture Offer (defined below)be deemed to be prohibited hereby, but if, and upon the express condition that Permitted that, Assignee and Tenant shall promptly execute, acknowledge acknowledge, and deliver to Landlord an agreement (“Assumption Agreement”) in form and substance reasonably satisfactory to Landlord whereby Permitted Assignee shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed, performed and whereby Permitted Assignee shall expressly agree that the provisions of this Article 16 Section XXI shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers. In addition The listing of any name other than that of Tenant, whether on the doors of the premises or on the Building directory, or otherwise, shall not operate to vest any right or interest in this Lease or in the premises or be deemed to be the written consent of Landlord mentioned in this Section XXI, it being expressly understood that such listing is a privilege extended by Landlord revocable at will by written notice to Tenant. If this Lease be assigned, or if the premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the Assignee, subtenant or occupant, and apply the net amount collected to the foregoingrent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the transaction acceptance of the Assignee, subtenant or occupant as a tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or subletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. No assignment, subletting or use of the premises by an affiliate of Tenant shall affect the purpose for which the Tenant becomes, and the trading of the Tenant’s voting stock while the Tenant remains, a so-called reporting public corporation under the provisions of the Securities Exchange Act of 1934, as amended, the outstanding voting stock of which is registered premises may be used stated in accordance with the provisions of the Securities Act of 1933, as amended, and actively traded on the New York Stock Exchange or another recognized, national securities exchange (and for the purposes hereof, the term “voting stock” shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation) shall not require Landlord’s consent or the giving of the Recapture OfferSection II.

ASSIGNMENT, MORTGAGING AND SUBLETTING. (a) Except as expressly provided in this Article 16, Tenant covenants and ----------- -------------------------------------- agrees that neither this Lease nor the Term term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, hypothecated, encumbered or otherwise transferred, voluntarily, by operation of law or otherwise, and that neither the Premises, nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other than the Permitted Useas stated herein, or be sublet, Sublet or offered or advertised for subletting subletting, without Landlord’s the prior written consent of Landlord in every case which consent shall not be unreasonably withheld or delayed. If Tenant shall sublet the Premises, having first obtained Landlord's consent, at a rental in excess of the Rent due and subject to Section (b)(3) below payable by Tenant under the provisions of this Section 16. Notwithstanding Lease, such excess Rent shall be split equally between the foregoingTenant and the Landlord after deduction of the Tenant's expenses, it being agreed, however, that Landlord shall not be responsible for any deficiency if Tenant shall sublet the Premises at a rental less than that provided for herein. Further, it is agreed that in lieu of withholding or granting its consent Landlord may, within twenty (20) days of receipt of a request for consent from Tenant, cancel this Lease as to the entire Premises or as to so much of the Premises as Tenant has proposed for assignment or subletting. If Landlord shall elect to cancel this Lease as to all or a portion of the Premises, it shall give Tenant written notice of its election, which notice shall set forth a "termination date" which shall be not less than forty-five (45) or more than ninety (90) days from the receipt by Landlord of Tenant's request to assign or sublet, and on that "termination date" Tenant shall surrender the Premises for which this Lease has been canceled in accordance with the provisions of this Lease relating to the surrender of the Premises as the expiration of the term of this Lease. If the cancellation shall be as to a portion of the Premises only, then the Rent and the Additional Rent shall be adjusted proportionately to reflect said cancellation. It is hereby expressly understood and agreed agreed, however, if Tenant is a business entitycorporation, that the assignment subletting, assignment, or transfer of this Lease, and the Term term and estate hereby granted, to any business entity corporation into which Tenant is merged (including any merger where Tenant is the surviving entity) or with which Tenant is consolidated, or to any affiliate or acquirer of the stock or assets of Tenant, which business entity corporation shall have a net worth, as determined in accordance with generally accepted accounting principles, of worth at least Two Hundred Fifty Million Dollars $250,000,000.00 or which acquires all or substantially all of Tenant’s business (whether by stock purchase or otherwise) or assets, or through a reorganization equal to that of Tenant from one form of legal entity into another form of legal entity so long as the successor entity assumes by operation of law immediately prior to such merger or otherwise the obligations of Tenant under this Lease, consolidation (such business entity corporation being hereinafter called “Permitted "Assignee”"), without the prior written consent of Landlord shall not require Landlord’s consent or the giving of a Recapture Offer (defined below)be deemed to be prohibited hereby, but if, and upon the express condition that Permitted that, Assignee and Tenant shall promptly execute, acknowledge acknowledge, and deliver to Landlord an agreement (“Assumption Agreement”) in form and substance reasonably satisfactory to Landlord whereby Permitted Assignee shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed, performed and whereby Permitted Assignee shall expressly agree that the provisions of this Article 16 Section XXI shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers. In addition Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under this Lease and for compliance with an of its obligations as tenant under this Lease. The listing of any name other than that of Tenant, whether on the doors of the Premises or on the Building directory, or otherwise, shall not operate to vest any right or interest in this lease or in the Premises or be deemed to be the written consent of Landlord mentioned in this Section XXI, it being expressly understood that such listing is a privilege extended by Landlord revocable at will by written notice to Tenant. If this Lease is assigned, or if the Premises or any part thereof is sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect Rent from the Assignee, subtenant or occupant, and apply the net amount collected to the foregoingRent herein reserved, but no such assignment, subletting, occupancy or collection shall he deemed a waiver of this covenant, or the transaction acceptance of the Assignee, subtenant or occupant as a tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or subletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. No assignment, subletting or use of the Premises by an affiliate of Tenant shall affect the purpose for which the Tenant becomes, and the trading of the Tenant’s voting stock while the Tenant remains, a so-called reporting public corporation under the provisions of the Securities Exchange Act of 1934, as amended, the outstanding voting stock of which is registered Premises may be used stated in accordance with the provisions of the Securities Act of 1933, as amended, and actively traded on the New York Stock Exchange or another recognized, national securities exchange (and for the purposes hereof, the term “voting stock” shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation) shall not require Landlord’s consent or the giving of the Recapture OfferSection II.

ASSIGNMENT, MORTGAGING AND SUBLETTING. 12.1 Except as otherwise set forth herein, Sublessee shall not (a) Except as expressly provided in assign or otherwise transfer this Article 16, Tenant covenants and agrees that neither this Lease nor Sublease or the Term and estate hereby granted, nor any interest herein (b) sublet all or thereinpart of the Premises or allow the same to be used or occupied by others or in violation of Paragraph 7 hereof, will be assignedor (c) mortgage, mortgaged, pledged, hypothecated, encumbered pledge or otherwise transferred, voluntarily, by operation of law encumber this Sublease or otherwise, and that neither the Premises, nor all or any part thereof will be encumbered of the Premises in any manner by reason of any act or omission on the part of TenantSublessee, or used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other than without the Permitted Use, or be sublet, or offered or advertised for subletting without Landlord’s prior written consent of Sublessor in each instance, which consent shall not be unreasonably withheld, delayed or conditioned. In exercising such right of consent to any proposed assignment, subletting or other transfer as described in subparagraphs (a) and subject to Section (b)(3b) below of this Section 16. Notwithstanding the foregoingParagraph 12.1, it is hereby expressly understood and agreed however, if Tenant is a business entity, that the assignment Sublessor shall be entitled to take into account any factor or transfer of this Leasefactors relevant to such decision, and the Term and estate hereby grantedfactors which may cause Sublessor to reasonably withhold its consent shall include, but are not limited to, the following: (i) failure of any use proposed by any such proposed sublessee or assignee to comply with the KSL Development Plan; or (ii) failure of any business entity into which Tenant is merged use proposed by any such proposed sublessee or assignee to comply with the Permitted Use or, if applicable, such use as shall be approved in writing by Sublessor; or (including any merger where Tenant is the surviving entityiii) failure to utilize a sublease or with which Tenant is consolidatedassignment form approved by Sublessor; or (iv) failure of such sublessee, which business entity shall assignee or other transferee (A) to have a net worthworth of at least $5,000,000.00 or, if less, demonstrable financial resources sufficient to perform the project to be undertaken pursuant to such sublease, assignment or other transfer, as reasonably determined by Sublessor or (B) to be of good character and reputation; or (v) failure of the rent provided for in such sublease, assignment or other transfer, together with any Recognized Sub-subleases (as hereinafter defined) then in effect, to be sufficient to satisfy the minimum rent requirements set forth on the attached Exhibit "S" (the minimum rent which would be sufficient to satisfy the requirements of this clause (v) is hereinafter referred as the "Minimum Sublease Rent"). Sublessor agrees that the sublease form used by Sublessee shall be acceptable to Sublessor if any such sublease form is substantially identical to the form of this Sublease, without material changes other than as may be necessary or appropriate to reflect the business terms of the sublease transaction, the parties to the transaction, or which are not adverse to or detrimental to the interests of Sublessor, with such other changes as may be approved by Sublessor, which approval shall not be unreasonably withheld, delayed or conditioned, provided that the sublease form satisfies the requirements set forth on the Schedule of Minimum Sub-sublease Requirements attached hereto as Exhibit "S" and incorporated herein (a sublease form which satisfies the requirements of this sentence is hereinafter referred to as an "Approved Sublease Form"). Any assignment or subletting, if consented to by Sublessor, shall be further subject to and conditioned upon the following: (a) at the time of any proposed subletting or assignment, Sublessee shall not be in default beyond any applicable grace period under any of the terms, provisions or conditions of this Sublease; (b) the sublessee or assignee shall occupy only the Premises and conduct its business in accordance with generally accepted accounting principlesthe KSL Development Plan and the Permitted Use or, of at least Two Hundred Fifty Million Dollars $250,000,000.00 if applicable, such use as was approved in writing by Sublessor; (c) prior to occupancy, Sublessee and its assignee or which acquires all or substantially all of Tenant’s business (whether by stock purchase or otherwise) or assets, or through a reorganization of Tenant from one form of legal entity into another form of legal entity so long as the successor entity assumes by operation of law or otherwise the obligations of Tenant under this Lease, (such business entity being hereinafter called “Permitted Assignee”), sublessee shall not require Landlord’s consent or the giving of a Recapture Offer (defined below), but upon the express condition that Permitted Assignee and Tenant shall promptly execute, acknowledge and deliver to Landlord an agreement Sublessor a fully-executed counterpart of a written assignment of lease or sublease, as the case may be (“Assumption Agreement”consented to by any Guarantor of this Sublease) on a form approved by Sublessor, by the terms of which: (i) in form case of an assignment, Sublessee will assign to such assignee Sublessee's entire interest in this Sublease, and substance reasonably satisfactory to Landlord whereby Permitted Assignee shall all prepaid rents hereunder, and the assignee will accept said assignment and assume and agree to be independently bound perform as the obligation of such assignee directly to and for the benefit of Sublessor and enforceable by and upon Sublessor, all of the covenants, agreements, terms, provisions covenants and conditions set forth in of this Lease Sublease on the Sublessee's part of Tenant to be performedperformed with respect to the period from and after the date of such assignment; or (ii) in case of a subletting, the sublease in all respects will be subject and whereby Permitted Assignee subordinate to all of the terms, covenants and conditions of this Sublease; and (d) notwithstanding any such assignment or subletting under the terms of this Paragraph, both Sublessee and any Guarantor will acknowledge that, notwithstanding any such assignment or subletting and the consent of Sublessor thereto, neither Sublessee nor said Guarantor, if any, is released or discharged from any liability whatsoever under this Sublease and both shall expressly agree that continue liable with the same force and effect as though no assignment or sublease has been made. Notwithstanding the foregoing provisions of this Article 16 shallParagraph 12.1 and notwithstanding anything to the contrary contained elsewhere in this Sublease, notwithstanding such assignment or transfer, continue Sublessee shall be entitled to be binding upon it enter into subleases with respect to all future assignments portions of the Premises other than for Preapproved Projects (as hereinafter defined) pursuant to Paragraph 12.4 below, and transfers. In addition other than to Affiliates pursuant to Paragraph 12.5 below, to sublessees who are not entitled to the foregoingbenefits of a Recognized Sub-Sublessee pursuant to Paragraph 12.6 below, without the transaction by which the Tenant becomes, and the trading consent of the Tenant’s voting stock while the Tenant remains, a so-called reporting public corporation under the provisions of the Securities Exchange Act of 1934, as amended, the outstanding voting stock of which is registered in accordance with the provisions of the Securities Act of 1933, as amended, and actively traded on the New York Stock Exchange or another recognized, national securities exchange (and for the purposes hereof, the term “voting stock” shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation) shall not require Landlord’s consent or the giving of the Recapture OfferSublessor.

ASSIGNMENT, MORTGAGING AND SUBLETTING. (a) Except as expressly provided in this Article 16, A. Tenant covenants and agrees that neither this Lease nor the Term term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, hypothecated, encumbered or otherwise transferred, voluntarily, by operation of law or otherwise, and that neither the Premisespremises, nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other than the Permitted Useas stated in Exhibit 1, or be sublet, or offered or advertised for subletting without obtaining Landlord’s 's prior written consent and subject consent. Subject to Section (b)(3) below Paragraph B of this Section Article 16, Landlord agrees that it will not unreasonably withhold condition, or delay its consent to any sublease of the premises, or any portion thereof, or an assignment of Tenant's interest in this Lease, to a Qualified Transferee, as defined in Paragraph B of Article 16. If Tenant is in default of its obligations, after the giving of any applicable notice and the expiration of any applicable grace periods, under the Lease at the time that it makes the aforesaid offer to Landlord, such default shall be deemed to be a "reasonable" reason for Landlord withholding its consent to any proposed subletting or assignment. Notwithstanding the foregoing, it is hereby expressly understood and agreed however, if Tenant is a business entitycorporation, that the assignment or transfer of this Lease, and the Term term and estate hereby granted, granted to any business entity or corporation with or into which Tenant is merged (including any merger where Tenant is the surviving entity) or with which Tenant is consolidated, consolidated which business entity shall or corporation immediately after such merger or consolidation would have a net worth, as determined in accordance with generally accepted accounting principles, of worth at least Two Hundred Fifty Million Dollars $250,000,000.00 or which acquires all or substantially all of Tenant’s business (whether by stock purchase or otherwise) or assets, or through a reorganization equal to that of Tenant from one form of legal entity into another form of legal entity so long as the successor entity assumes by operation of law immediately prior to such merger or otherwise the obligations of Tenant under this Lease, consolidation (such business entity corporation being hereinafter called “"Permitted Assignee”Successor), shall not require Landlord’s consent or the giving of a Recapture Offer (defined below)be deemed to be prohibited hereby if, but and upon the express condition that Permitted Assignee Successor and Tenant shall promptly execute, acknowledge and deliver to Landlord an agreement (“Assumption Agreement”) in form and substance reasonably satisfactory to Landlord whereby Permitted Assignee Successor shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed, and whereby Permitted Assignee Successor shall expressly agree that the provisions of this Article 16 shall, notwithstanding such assignment or transfer, continue to be binding binding, upon it with respect to all future assignments and transfers. In addition to the foregoing, the transaction by which the Tenant becomes, and the trading of the Tenant’s voting stock while the Tenant remains, a so-called reporting public corporation under the provisions of the Securities Exchange Act of 1934, as amended, the outstanding voting stock of which is registered in accordance with the provisions of the Securities Act of 1933, as amended, and actively traded on the New York Stock Exchange or another recognized, national securities exchange (and for the purposes hereof, the term “voting stock” shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation) shall not require Landlord’s consent or the giving of the Recapture Offer.

ASSIGNMENT, MORTGAGING AND SUBLETTING. (a) Landlord’s Consent Required. Tenant shall not, without Landlord’s prior written consent, which consent may be withheld in Landlord’s sole discretion, mortgage or otherwise encumber this Lease or the Premises in whole or in part, provided that the foregoing shall in no way limit Tenant’s right to use Tenant’s personal property or trade fixtures (to the extent Tenant has the right hereunder to remove same at the expiration or earlier termination of the Term) as collateral for financing purposes and Landlord agrees to enter into a commercially reasonable form of collateral access agreement with Tenant’s lender (the “Tenant’s Secured Lender”) and Tenant in connection with any such financing by Tenant. For purposes of this Lease, no collateral access agreement shall be considered commercially reasonable unless such agreement (i) prohibits the Tenant’s Secured Lender’s access to the Premises after the expiration or earlier termination of this Lease and does not restrict or interfere with the exercise of any of Landlord’s rights and remedies, (ii) includes a provision acceptable to Landlord providing that the Tenant and Tenant’s Secured Lender shall jointly and severally indemnify, defend and hold harmless the Landlord, Landlord’s lender, and their respective employees, agents, and contractors from any and all claims, actions, proceedings, damages, fines, penalties, expenses and costs suffered or incurred by all or any of such parties as a result Tenant’s Secured Lender’s accessing of the Premises or any other portion of the Property or otherwise arising out of Tenant’s Secured Lender’s exercise of any rights under such collateral access agreement. Tenant shall reimburse Landlord, within ten (10) days after demand therefor, for Landlord’s out-of-pocket costs and expenses, including reasonable attorney’s fees and disbursements, incurred in connection with such any request that Landlord enter into such a collateral access agreement not to exceed Five Thousand Dollars ($5,000.00). Except as expressly provided otherwise set forth in this Article 16Section 6.1.6(f) below, Tenant covenants and agrees that neither shall not, without Landlord’s prior written consent, assign, sublet, license or transfer this Lease nor or the Term and estate hereby grantedPremises in whole or in part whether by changes in the ownership or control of Tenant, nor or any interest herein direct or thereinindirect owner of Tenant, will be assigned, mortgaged, pledged, hypothecated, encumbered whether at one time or otherwise transferred, voluntarilyat intervals, by sale or transfer of stock, partnership or beneficial interests, operation of law or otherwise, and that neither or permit the Premises, nor occupancy of all or any part thereof will be encumbered in portion of the Premises by any manner by reason of any act person or omission on the part of Tenant, or used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone entity other than Tenant’s employees (each of the foregoing, or for any use or purpose other than the Permitted Use, or be sublet, or offered or advertised for subletting a “Transfer”). Any purported Transfer made without Landlord’s prior written consent consent, if required hereunder, shall be void and subject to Section (b)(3) below confer no rights upon any third person, provided that if there is a Transfer, Landlord may collect rent from the transferee without waiving the prohibition against Transfers, accepting the transferee, or releasing Tenant from full performance under this Lease. In the event of any Transfer in violation of this Section 166.1.6, Landlord shall have the right to terminate this Lease upon thirty (30) days’ written notice to Tenant given within sixty (60) days after receipt of written notice from Tenant to Landlord of any Transfer, or within one (1) year after Landlord first learns of the Transfer if no notice is given. No Transfer shall relieve Tenant of its primary obligation as party Tenant hereunder, nor shall it reduce or increase Landlord’s obligations under this Lease. Notwithstanding the foregoing, it is hereby expressly understood and agreed however, if no issuance of stock in Tenant is in an initial public offering on a business entity, that the assignment or transfer of this Lease, and the Term and estate hereby granted, to any business entity into which Tenant is merged “national securities exchange” (including any merger where Tenant is the surviving entity) or with which Tenant is consolidated, which business entity shall have a net worth, as determined defined in accordance with generally accepted accounting principles, of at least Two Hundred Fifty Million Dollars $250,000,000.00 or which acquires all or substantially all of Tenant’s business (whether by stock purchase or otherwise) or assets, or through a reorganization of Tenant from one form of legal entity into another form of legal entity so long as the successor entity assumes by operation of law or otherwise the obligations of Tenant under this Lease, (such business entity being hereinafter called “Permitted Assignee”), shall not require Landlord’s consent or the giving of a Recapture Offer (defined below), but upon the express condition that Permitted Assignee and Tenant shall promptly execute, acknowledge and deliver to Landlord an agreement (“Assumption Agreement”) in form and substance reasonably satisfactory to Landlord whereby Permitted Assignee shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed, and whereby Permitted Assignee shall expressly agree that the provisions of this Article 16 shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers. In addition to the foregoing, the transaction by which the Tenant becomes, and the trading of the Tenant’s voting stock while the Tenant remains, a so-called reporting public corporation under the provisions of the Securities and Exchange Act of 1934) shall be deemed to be a Transfer within the meaning and provisions of this Section 6.1.6, nor shall any transfer of more than fifty percent (50%) of any stock or interest in Tenant be deemed to be a Transfer within the meaning and provisions of this Section 6.1.6 as amended, long as Tenant remains a corporation the outstanding voting stock of which is registered publicly traded and listed on a “national securities exchange” (as defined in accordance with the provisions of the Securities and Exchange Act of 1933, as amended, and actively traded on the New York Stock Exchange or another recognized, national securities exchange (and for the purposes hereof, the term “voting stock” shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation) shall not require Landlord’s consent or the giving of the Recapture Offer1934).

ASSIGNMENT, MORTGAGING AND SUBLETTING. (a) Except as expressly provided in this Article 16, Tenant covenants and ---------- -------------------------------------- agrees that neither this Lease nor the Term term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, hypothecated, encumbered or otherwise transferred, voluntarily, by operation of law or otherwise, and that neither the Premises, nor any part thereof will be encumbered in any manner by reason of any act or omission (when Tenant has a legal duty to act) on the part of Tenant, or used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, occupied by anyone other than Tenant, or for any use or purpose other than the Permitted Useas permitted under this Lease, or be sublet, or offered or advertised for subletting without Landlord’s the prior written consent and subject to Section (b)(3) below of this Section 16Landlord in every case, which consent Landlord shall not unreasonably withhold, delay or condition. Notwithstanding Not in limitation of the foregoing, it is hereby expressly understood Tenant's request for Landlord's consent to subletting or assignment shall be submitted in writing no later than ten business days in advance of the proposed effective date of such proposed assignment or sublease, which request shall be accompanied by the following information (such information shall be collectively referred to as the "REQUIRED INFORMATION"): (i) the name, current address and agreed however, if Tenant is a business entity, that of the proposed assignee or sublessee; (ii) the amount and location of the space within the Premises proposed to be so subleased; (iii) the proposed effective date and duration of the assignment or transfer of this Leasesubletting; and (iv) the proposed rent and other consideration to be paid to Tenant by such assignee or sublessee. Tenant also shall promptly supply Landlord with financial statements and other information as Landlord may request, and the Term and estate hereby granted, to any business entity into which Tenant is merged (including any merger where Tenant is the surviving entity) or with which Tenant is consolidated, which business entity shall have a net worth, as determined prepared in accordance with generally accepted accounting principles, not more than ninety (90) days old when delivered to Landlord, indicating the net worth, liquidity and credit worthiness of at least Two Hundred Fifty Million Dollars the proposed assignee or sublessee in order to evaluate the proposed assignment or sublease. Tenant agrees to reimburse Landlord for legal fees and any other reasonable expenses and costs, not to exceed $250,000,000.00 500 in any single instance, incurred by Landlord in connection with any proposed assignment or which acquires all subletting. Landlord may grant its consent to any assignment or substantially all of Tenant’s business (whether by stock purchase or otherwise) or assets, or through a reorganization of Tenant from one form of legal entity into another form of legal entity so long as sublease subject to the successor entity assumes by operation of law or otherwise the obligations of Tenant under this Lease, (such business entity being hereinafter called “Permitted Assignee”), shall not require Landlord’s consent or the giving of a Recapture Offer (defined below), but upon the express condition that Permitted Assignee and Tenant any assignee or subtenant shall promptly execute, acknowledge acknowledge, and deliver to Landlord an agreement (“Assumption Agreement”) in form and substance reasonably satisfactory to Landlord Landlord, whereby Permitted Assignee any such assignee shall agree to be independently bound by by, and upon all any such subtenant shall agree that its sublease is subject and subordinate to, the covenants, agreements, terms, provisions and conditions set forth in this Lease on Lease. If Tenant shall sublet the part Premises, having first obtained Landlord's consent, at a rent in excess of the Rent and Additional Rent due and payable by Tenant to be performed, and whereby Permitted Assignee shall expressly agree that under the provisions of this Article 16 shallLease, notwithstanding such assignment or transferexcess Rent and Additional Rent shall be divided equally between Landlord and Tenant after deducting Tenant's reasonable expenses of subletting, continue including commissions paid to be binding upon it with respect to all future assignments brokers and transfers. In addition to the foregoing, the transaction by which the Tenant becomesreasonable attorney's fees, and the trading amortized (on a straight-line basis over the term of this Lease) of any Tenant's Work); it being agreed, however, that Landlord shall not be responsible for any deficiency if Tenant shall sublet the Premises at a rent less than that provided for herein. Further, it is agreed that in lieu of withholding or granting its consent Landlord may, within ten business days of receipt of a request from Tenant for consent to a proposed assignment or sublease of the entire Premises, terminate this Lease. If Landlord shall elect to terminate this Lease, it shall give Tenant written notice of its election, which notice shall set forth a date, not less than sixty (60) or more than one hundred twenty (120) days from the receipt by Landlord of such request from Tenant’s voting stock while , on which such termination shall be effective, and on such date Tenant shall surrender the Tenant remains, a so-called reporting public corporation under the provisions of the Securities Exchange Act of 1934, as amended, the outstanding voting stock of which is registered Premises in accordance with the provisions of this Lease relating to the Securities Act surrender of 1933the Premises as the expiration of the term of this Lease. The listing of any name other than that of Tenant, as amendedwhether on the doors of the Premises or on the directory, or otherwise, shall not operate to vest any right or interest in this Lease or in the Premises or be deemed to be the written consent of Landlord mentioned in this Section XX. Any contrary or inconsistent provision of this Lease notwithstanding, Tenant will have the right, without Landlord's prior consent and without any right of Landlord to terminate this Lease, to assign this Lease or sublet all or any portion of the Premises to any person or business organization controlling, controlled by, or under common control with Tenant or in connection with a merger or consolidation of or into Tenant or the sale of all or substantially all of Tenant's assets. If this Lease is assigned, or if the Premises or any part thereof is sublet or occupied by anybody other than Tenant, Landlord may, after an Event of Default, collect Rent and/or Additional Rent from the assignee, subtenant or occupant, and actively traded apply the net amount collected to the Rent herein reserved, but no such assignment, subletting, occupancy or 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 Tenant from the further performance by Tenant of covenants on the New York Stock Exchange part of Tenant herein contained. The consent by Landlord to an assignment or another recognizedsubletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. No assignment, national securities exchange (subletting or use of the Premises by an affiliate of Tenant shall affect the purpose for which the Premises may be used stated in Section II. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of all sums payable under the Lease and for compliance with all the purposes hereof, obligations of Tenant under the term “voting stock” shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation) shall not require Landlord’s consent or the giving of the Recapture OfferLease.

ASSIGNMENT, MORTGAGING AND SUBLETTING. (a) Except as expressly provided in this Article 16, Tenant covenants and agrees that neither this Lease nor the Term terms and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, hypothecated, encumbered or otherwise transferred, voluntarily, by operation of law or otherwise, and that neither the Premises, nor or any part thereof thereof, will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, occupied by anyone other than Tenant, or for any use or purpose other than as stated in the Permitted UseFundamental Lease Provisions hereof, or be sublet, or offered or advertised for subletting subletting, without Landlord’s the prior written consent of Landlord in every case, which consent shall not be unreasonably withheld. Tenant shall be responsible for all costs incurred by Landlord in considering and subject to Section (b)(3) below of this Section 16. Notwithstanding the foregoing, it is hereby expressly understood and agreed however, if Tenant is a business entity, that the documenting any requested assignment or transfer of this Leasesublease, and the Term and estate hereby granted, as well as Landlord's legal fees not to exceed $1,000. Consent by Landlord to any business entity into assignment, mortgaging or subletting shall not constitute a waiver of the necessity for such consent for any subsequent assignment, mortgaging or subletting. This prohibition includes any assignment, encumbrancing or subletting which would otherwise occur by operation of law, merger, consolida-tion, reorganization, transfer or other change of Tenant's corporate or proprietary structure, stock or equity. However, notwithstanding anything to the contrary contained herein, Tenant is merged (including any merger where Tenant is the surviving entity) may encumber, assign, sell or with which Tenant is consolidated, which business entity shall have a net worth, as determined in accordance with generally accepted accounting principles, of at least Two Hundred Fifty Million Dollars $250,000,000.00 or which acquires all or substantially all otherwise convey up to 50 percent of Tenant’s business (whether by stock purchase or otherwise) or assets, or through a reorganization of Tenant equity without being required to obtain written consent from one form of legal entity into another form of legal entity so long as the successor entity assumes by operation of law or otherwise the obligations of Tenant under this Lease, (such business entity being hereinafter called “Permitted Assignee”), shall not require Landlord’s consent or the giving of a Recapture Offer (defined below), but upon the express condition that Permitted Assignee and Tenant shall promptly execute, acknowledge and deliver to Landlord an agreement (“Assumption Agreement”) in form and substance reasonably satisfactory to Landlord whereby Permitted Assignee shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed, and whereby Permitted Assignee shall expressly agree that the provisions of this Article 16 shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers. In addition to the foregoing, the transaction by which the Tenant becomes, and the trading of the Tenant’s voting stock while the Tenant remains, a so-called reporting public corporation under the provisions of the Securities Exchange Act of 1934, as amended, the outstanding voting stock of which is registered in accordance with the provisions of the Securities Act of 1933, as amended, and actively traded on the New York Stock Exchange or another recognized, national securities exchange (and for the purposes hereof, the term “voting stock” shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation) shall not require Landlord’s consent or the giving of the Recapture Offer.

ASSIGNMENT, MORTGAGING AND SUBLETTING. (a) Except as expressly provided in this Article 16, Tenant covenants and agrees that neither this Lease nor the Term terms and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, hypothecated, encumbered or otherwise transferred, voluntarily, by operation of law or otherwise, and that neither the Premises, nor or any part thereof thereof, will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, occupied by anyone other than Tenant, or for any use or purpose other than as stated in the Permitted UseFundamental Lease Provisions hereof, or be sublet, or offered or advertised for subletting subletting, without Landlord’s the prior written consent of Landlord in every case, which consent shall not be unreasonably withheld. Tenant shall be responsible for all costs incurred by Landlord in considering and subject to Section (b)(3) below of this Section 16. Notwithstanding the foregoing, it is hereby expressly understood and agreed however, if Tenant is a business entity, that the documenting any requested assignment or transfer of this Leasesublease, and the Term and estate hereby granted, as well as Landlord's legal fees not to exceed $1,000. Consent by Landlord to any business entity into assignment, mortgaging or subletting shall not constitute a waiver of the necessity for such consent for any subsequent assignment, mortgaging or subletting. This prohibition includes any assignment, encumbrancing or subletting which would otherwise occur by operation of law, merger, consolida­tion, reorganization, transfer or other change of Tenant's corporate or proprietary structure, stock or equity. However, notwithstanding anything to the contrary contained herein, Tenant is merged (including any merger where Tenant is the surviving entity) may encumber, assign, sell or with which Tenant is consolidated, which business entity shall have a net worth, as determined in accordance with generally accepted accounting principles, of at least Two Hundred Fifty Million Dollars $250,000,000.00 or which acquires all or substantially all otherwise convey up to 50 percent of Tenant’s business (whether by stock purchase or otherwise) or assets, or through a reorganization of Tenant equity without being required to obtain written consent from one form of legal entity into another form of legal entity so long as the successor entity assumes by operation of law or otherwise the obligations of Tenant under this Lease, (such business entity being hereinafter called “Permitted Assignee”), shall not require Landlord’s consent or the giving of a Recapture Offer (defined below), but upon the express condition that Permitted Assignee and Tenant shall promptly execute, acknowledge and deliver to Landlord an agreement (“Assumption Agreement”) in form and substance reasonably satisfactory to Landlord whereby Permitted Assignee shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed, and whereby Permitted Assignee shall expressly agree that the provisions of this Article 16 shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers. In addition to the foregoing, the transaction by which the Tenant becomes, and the trading of the Tenant’s voting stock while the Tenant remains, a so-called reporting public corporation under the provisions of the Securities Exchange Act of 1934, as amended, the outstanding voting stock of which is registered in accordance with the provisions of the Securities Act of 1933, as amended, and actively traded on the New York Stock Exchange or another recognized, national securities exchange (and for the purposes hereof, the term “voting stock” shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation) shall not require Landlord’s consent or the giving of the Recapture Offer.

ASSIGNMENT, MORTGAGING AND SUBLETTING. (a) Except as expressly provided in this Article 16, Tenant covenants and agrees that neither SECTION 22.01 Neither this Lease nor any part hereof nor the Term and estate hereby grantedinterest of Tenant in any sublease or the rentals thereunder, nor any interest herein shall by operation of law or therein, will otherwise be assigned, mortgaged, pledged, hypothecated, encumbered or otherwise transferredtransferred by Tenant, voluntarily, by operation of law Tenant's legal representatives or otherwise, successors in interest and that neither the Premises, nor any part thereof will thereof, nor any Tenant's Property shall be encumbered in any manner by reason of any act or omission on the part of Tenant or anyone claiming under or through Tenant, or used shall be sublet or occupiedbe used, or permitted to be used or occupied, occupied or utilized for desk space or for mailing privileges, privileges by anyone other than Tenant, or for any use or purpose other than without the Permitted Useprior consent of Landlord, or be sublet, or offered or advertised for subletting without Landlord’s prior written consent and subject to Section (b)(3) below except as expressly otherwise provided in this Article. For purposes of this Section 16. Notwithstanding Article 22, (i) the foregoingissuance of interests in Tenant, it is hereby expressly understood and agreed howeverGuarantor or any subtenant (whether stock, if Tenant is partnership interest or otherwise) to any person or group of related persons, whether in a business entitysingle transaction or a series of related or unrelated transactions, in such quantities that after such instance such person or group shall have control of Tenant, Guarantor or such subtenant, shall be deemed an assignment of this Lease or such sublease, as the case may be, (ii) a transfer of more than 50% in interest of Tenant, Guarantor or any subtenant (whether stock, partnership interest or otherwise) by any party or parties in interest whether in a single transaction or a series of related or unrelated transactions shall be deemed an assignment or transfer of this Lease, and the Term and estate hereby granted, to any business entity into which Tenant is merged (including any merger where Tenant is the surviving entity) or with which Tenant is consolidated, which business entity shall have a net worthsuch sublease, as determined the case may be, except that the transfer of the outstanding capital stock of any corporate Tenant, Guarantor or subtenant, by persons or parties (other than persons or parties owning 5% or more of the voting stock of such corporation) through the "over-the-counter" market or any recognized national securities exchange, shall not be included in accordance with generally accepted accounting principlesthe calculation of such 50%, (iii) a take-over agreement shall be deemed an assignment of at least Two Hundred Fifty Million Dollars $250,000,000.00 or which acquires all or substantially all of Tenant’s business (whether by stock purchase or otherwise) or assets, or through a reorganization of Tenant from one form of legal entity into another form of legal entity so long as the successor entity assumes by operation of law or otherwise the obligations of Tenant under this Lease, (such business entity being hereinafter called “Permitted Assignee”)iv) any person or legal representative or Tenant, to whom Tenant's interest under this Lease passes by operation of law, or otherwise, shall not require Landlord’s consent or the giving of a Recapture Offer (defined below), but upon the express condition that Permitted Assignee and Tenant shall promptly execute, acknowledge and deliver to Landlord an agreement (“Assumption Agreement”) in form and substance reasonably satisfactory to Landlord whereby Permitted Assignee shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed, and whereby Permitted Assignee shall expressly agree that the provisions of this Article 16 shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers. In addition to the foregoing, the transaction by which the Tenant becomes22, and (v) a modification, amendment or extension of a sublease shall be deemed a sublease.*/ Any assignment, sublease, mortgage, pledge, encumbrance or transfer by Tenant in contravention of this Article 22 shall be void. For the trading purposes of clause (ii) of the Tenant’s voting preceding sentence, stock while the Tenant remains, a so-called reporting public corporation under the provisions of the Securities Exchange Act of 1934, as amended, the outstanding voting stock of which is registered ownership shall be determined in accordance with the provisions principles set in Section 544 of the Securities Act Internal Revenue Code of 19331954, as amendedthe same existed on August 16, 1954. If Tenant shall assign this Lease or sublet the Premises or a portion thereof in accordance with this Article 22, any such assignee or subtenant may use the Premises for executive and actively traded on the New York Stock Exchange administrative offices in connection with such assignee's or another recognizedsublessee's business, national securities exchange (and for the purposes hereofprovided such use does not conflict with any Legal Requirement, the term “voting stock” shall refer to shares of stock regularly entitled to vote for the election of directors Insurance Requirement or any of the corporation) shall not require Landlord’s consent or the giving other terms of the Recapture Offerthis Lease.

ASSIGNMENT, MORTGAGING AND SUBLETTING. (a) Except as expressly provided in this Article 16, Tenant covenants and agrees that neither this Lease nor the Term term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, hypothecated, encumbered or otherwise transferred, voluntarily, by operation of law or otherwise, and that neither the Premises, nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other than the Permitted Useas stated herein, or be sublet, sublet or offered or advertised for subletting subletting, without Landlord’s the prior written consent of Landlord in each and subject every case, which consent will not be unreasonably withheld, conditioned or delayed. Notwithstanding anything contained herein to Section the contrary, Tenant shall have no right (b)(3i) to advertise publicly to assign this lease or sublet its interest hereunder, (ii) to assign this lease or sublet its interest hereunder at more than twenty percent (20%) below market rental rates if the Building shall be less than fully occupied, or (iii) to assign this lease or sublet its interest hereunder to any individual or entity with whom Landlord is then negotiating to rent other space in the Building; provided that, the restrictions described in this sentence shall be of no force or effect during the last two (2) years of the term of this Section 16Lease. Not in limitation of the foregoing, Tenant’s request for Landlord’s consent to subletting or assignment shall be submitted in writing no later than forty-five (45) days in advance of the proposed effective date of such proposed assignment or sublease, which request shall be accompanied by the following information (such information shall be collectively referred to as the “Required Information”): (i) the name, current address and business of the proposed assignee or subtenant; (ii) the precise square footage and location of the portion of the Premises proposed to be so subleased or assigned; (iii) the effective date and term of the proposed assignment or subletting; and (iv) the rent and other consideration to be paid to Tenant by such proposed assignee or subtenant. Tenant also shall promptly supply Landlord with financial statements and other information as Landlord may request, prepared in accordance with generally accepted accounting principles not more than ninety (90) days old when delivered to Landlord, indicating the net worth, liquidity and credit worthiness of the proposed assignee or subtenant in order to permit Landlord to evaluate the proposed assignment or sublease. Tenant agrees to reimburse Landlord for legal fees and any other reasonable expenses and costs incurred by Landlord in connection with any proposed assignment or subletting. Landlord’s consent shall be granted only if any and all rights contained within this Lease of expansion, extension, renewal, first offer, and the like are deleted and/or waived by Tenant, and if requested by Landlord such assignee or subtenant, and only if the assignee or subtenant shall promptly execute, acknowledge, and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby the assignee or subtenant shall agree to be bound by and upon the covenants, agreements, terms, provisions and conditions set forth in this Lease. If Tenant shall sublet the Premises, having first obtained Landlord’s consent, at a rental in excess of the rent and additional rent due and payable by Tenant under the provisions of this Lease, fifty percent (50%) such excess Rent and Additional Rent shall become the sole property of Landlord, it being agreed, however, that Landlord shall not be responsible for any deficiency if Tenant shall sublet the Premises at a rental less than that provided for herein. Further, it is agreed that in lieu of withholding or granting its consent Landlord may, within thirty (30) days of receipt of a request for consent from Tenant, cancel this Lease as to the entire Premises or as to so much of the Premises as Tenant has proposed for assignment or subletting. If Landlord shall elect to cancel this Lease as to all or a portion of the Premises, it shall give Tenant written notice of its election, which notice shall set forth a “termination date” which shall be not less than sixty (60) or more than one hundred twenty (120) days from the receipt by Landlord of Tenant’s request to assign or sublet, and on that “termination date” Tenant shall surrender the Premises or portion thereof for which this Lease has been canceled, in accordance with the provisions of this Lease relating to the surrender of the Premises at the expiration or termination of the term of this Lease. Notwithstanding the foregoingforegoing if the Landlord elects to recapture all or any portion of the Premises, it Tenant may withdraw its request for consent within five (5) business days after the receipt of Landlord’s recapture notice. If the cancellation shall be as to a portion of the Premises only, then the Rent and Additional Rent shall be adjusted proportionately to reflect said cancellation. It is hereby expressly understood and agreed agreed, however, if Tenant is a business entitycorporation, that the assignment assignment, or transfer of this Lease, and the Term term and estate hereby granted, to any business entity corporation into which Tenant is merged (including any merger where Tenant is the surviving entity) or with which Tenant is consolidated, which business entity corporation shall have a net worth, as determined in accordance with generally accepted accounting principles, of worth at least Two Hundred Fifty Million Dollars $250,000,000.00 or which acquires all or substantially all of Tenant’s business (whether by stock purchase or otherwise) or assets, or through a reorganization equal to that of Tenant from one form of legal entity into another form of legal entity so long as the successor entity assumes by operation of law immediately prior to such merger or otherwise the obligations of Tenant under this Lease, consolidation (such business entity corporation being hereinafter called “Permitted Assignee”), without the prior written consent of Landlord shall not require Landlord’s consent or the giving of a Recapture Offer (defined below)be deemed to be prohibited hereby, but if, and upon the express condition that Permitted that, Assignee and Tenant shall promptly execute, acknowledge acknowledge, and deliver to Landlord an agreement (“Assumption Agreement”) in form and substance reasonably satisfactory to Landlord whereby Permitted Assignee shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed, performed and whereby Permitted Assignee shall expressly agree that the provisions of this Article 16 Section XX shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers. In addition The listing of any name other than that of Tenant, whether on the doors of the Premises or on the Building directory, or otherwise, shall not operate to vest any right or interest in this Lease or in the Premises or be deemed to be the written consent of Landlord mentioned in this Section XX, it being expressly understood that such listing is a privilege extended by Landlord revocable at will by written notice to Tenant. If this Lease is assigned, or if the Premises or any part thereof is sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect Rent and/or Additional Rent from the Assignee, subtenant or occupant, and apply the net amount collected to the foregoingRent and/or Additional Rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the transaction acceptance of the Assignee, subtenant or occupant as a tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or subletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. No assignment, subletting or use of the Premises by an affiliate of Tenant shall affect the purpose for which the Premises may be used as stated in Section II. Notwithstanding any permitted assignment or subletting, Tenant becomesshall at all times remain directly, primarily and fully responsible and liable for the trading payment of the Tenant’s voting stock while the Tenant remains, a so-called reporting public corporation all sums payable under the provisions of the Securities Exchange Act of 1934, as amended, the outstanding voting stock of which is registered in accordance with the provisions of the Securities Act of 1933, as amended, and actively traded on the New York Stock Exchange or another recognized, national securities exchange (Lease and for compliance with all the purposes hereof, obligations of Tenant under the term “voting stock” shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation) shall not require Landlord’s consent or the giving of the Recapture OfferLease.

ASSIGNMENT, MORTGAGING AND SUBLETTING. (a) 13.1 Landlord’s Consent Required Tenant shall not, without Xxxxxxxx’s prior written consent, which consent may be withheld in Landlord’s sole discretion, mortgage or otherwise encumber this Lease or the Premises in whole or in part. Except as expressly provided otherwise set forth in this Article 16Section 13.7 below, Tenant covenants and agrees that neither shall not, without Landlord’s prior written consent, assign, sublet, license or transfer this Lease nor or the Term and estate hereby grantedPremises in whole or in part whether by changes in the ownership or control of Tenant, nor or any interest herein direct or thereinindirect owner of Tenant, will be assigned, mortgaged, pledged, hypothecated, encumbered whether at one time or otherwise transferred, voluntarilyat intervals, by sale or transfer of stock, partnership or beneficial interests, operation of law or otherwise, and that neither or permit the Premises, nor occupancy of all or any part thereof will be encumbered in portion of the Premises by any manner by reason of any act person or omission on the part of Tenant, or used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone entity other than Tenant, or for any use or purpose other than the Permitted Use, or be sublet, or offered or advertised for subletting without Landlord’s prior written consent and subject to Section employees (b)(3) below each of this Section 16. Notwithstanding the foregoing, it is hereby expressly understood and agreed howevera “Transfer”). Any purported Transfer made without Xxxxxxxx’s consent, if Tenant required hereunder, shall be void and confer no rights upon any third person, provided that if there is a business entityTransfer, that Landlord may collect rent from the assignment or transfer of this Leasetransferee without waiving the prohibition against Transfers, and accepting the Term and estate hereby granted, to any business entity into which Tenant is merged (including any merger where Tenant is the surviving entity) or with which Tenant is consolidated, which business entity shall have a net worth, as determined in accordance with generally accepted accounting principles, of at least Two Hundred Fifty Million Dollars $250,000,000.00 or which acquires all or substantially all of Tenant’s business (whether by stock purchase or otherwise) or assetstransferee, or through a reorganization of releasing Tenant from one form of legal entity into another form of legal entity so long as the successor entity assumes by operation of law or otherwise the obligations of Tenant full performance under this Lease, (such business entity being hereinafter called “Permitted Assignee”), shall not require Landlord’s consent or . In the giving event of a Recapture Offer (defined below), but upon the express condition that Permitted Assignee and Tenant shall promptly execute, acknowledge and deliver to Landlord an agreement (“Assumption Agreement”) any Transfer in form and substance reasonably satisfactory to Landlord whereby Permitted Assignee shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed, and whereby Permitted Assignee shall expressly agree that the provisions violation of this Article 16 shall13, notwithstanding such assignment Landlord shall have the right to terminate this Lease upon thirty (30) days’ written notice to Tenant given within sixty (60) days after receipt of written notice from Tenant to Landlord of any Transfer, or transfer, continue to be binding upon it with respect to all future assignments and transfers. In addition to the foregoing, the transaction by which the Tenant becomes, and the trading within one (1) year after Xxxxxxxx first learns of the Tenant’s voting stock while the Transfer if no notice is given. No Transfer shall relieve Tenant remainsof its primary obligation as party Tenant hereunder, a so-called reporting public corporation under the provisions of the Securities Exchange Act of 1934, as amended, the outstanding voting stock of which is registered in accordance with the provisions of the Securities Act of 1933, as amended, and actively traded on the New York Stock Exchange nor shall it reduce or another recognized, national securities exchange (and for the purposes hereof, the term “voting stock” shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation) shall not require increase Landlord’s consent or the giving of the Recapture Offerobligations under this Lease.

ASSIGNMENT, MORTGAGING AND SUBLETTING. (a) Except as expressly provided in this Article 16, Tenant covenants and agrees that neither this Lease nor the Term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, hypothecated, encumbered or otherwise transferred, voluntarily, by operation of law or otherwise, and that neither the Premises, nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other than the Permitted Use, or be sublet, or offered or advertised for subletting without Landlord’s prior written consent and subject to Section (b)(3) below of this Section 16subletting. Notwithstanding the foregoing, it is hereby expressly understood and agreed however, if Tenant is a business entity, that the assignment or transfer of this Lease, and the Term and estate hereby granted, to any business entity into which Tenant is merged (including any merger where Tenant is the surviving entity) or with which Tenant is consolidated, which business entity shall have a net worth, as determined in accordance with generally accepted accounting principles, of worth at least Two Hundred Fifty Million Dollars $250,000,000.00 or which acquires all or substantially all of Tenant’s business (whether by stock purchase or otherwise) or assets, or through a reorganization equal to that of Tenant from one form of legal entity into another form of legal entity so long as the successor entity assumes by operation of law immediately prior to such merger or otherwise the obligations of Tenant under this Lease, consolidation (such business entity being hereinafter called “Permitted Assignee”), shall not require Landlord’s consent or the giving of a Recapture Offer (defined below)be deemed to be prohibited hereby if, but and upon the express condition that Permitted Assignee and Tenant shall promptly execute, acknowledge and deliver to Landlord an agreement (“Assumption Agreement”) in form and substance reasonably satisfactory to Landlord whereby Permitted Assignee shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed, and whereby Permitted Assignee shall expressly agree that the provisions of this Article 16 shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers. In addition to the foregoing, the transaction by which the Tenant becomes, and the trading of the Tenant’s voting stock while the Tenant remains, a so-called reporting public corporation under the provisions of the Securities Exchange Act of 1934, as amended, the outstanding voting stock of which is registered in accordance with the provisions of the Securities Act of 1933, as amended, and actively traded on the New York Stock Exchange or another recognized, national securities exchange (and for the purposes hereof, the term “voting stock” shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation) shall not require Landlord’s consent or the giving of the Recapture Offer.

ASSIGNMENT, MORTGAGING AND SUBLETTING. (a) Except as expressly provided in this Article 16, Tenant covenants and agrees that neither this Lease nor the Term term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, hypothecated, encumbered or otherwise transferred, voluntarily, by operation of law or otherwise, and that neither the Premisespremises, nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other than the Permitted Useas stated in Exhibit 1, or be sublet, or offered or advertised for subletting. Notwithstanding anything to the contrary in this Article 16 contained, provided that Tenant shall first have given Landlord written notice of the proposed term for which it desires to sublet the premises (or any portion thereof) and provided further that Tenant shall first have offered in writing either to suspend the Lease PRO XXXXX for the period and with respect to the space involved in the proposed subletting, or if such proposed subletting without will be for the entire term of the Lease, to terminate the Lease with respect to the space involved in the proposed subletting and Landlord shall not, within thirty (30) days of receipt of such offer, have accepted the same, Landlord agrees not to unreasonably withhold its consent to a subletting of all or part of the premises by Tenant to a person, firm, or corporation which, in Landlord’s prior written consent 's reasonable opinion, is (i) financially responsible and subject of good reputation, and (ii) is engaged in a business, the functional aspects of which, with respect to Section (b)(3) below the premises, are substantially similar to the use of this Section 16other premises made by other office space tenants in the Project. No such subletting shall in any way decrease Tenant's primary liability as party-tenant under the Lease. Notwithstanding the foregoing, it is hereby expressly understood and agreed agreed, however, if Tenant is a business entity, that the assignment or transfer of this LeaseLease by operation of law or otherwise, and the Term term and estate hereby granted, granted to any business entity into which Tenant is merged (including any merger where Tenant is the surviving entity) merged, or with which Tenant is consolidated, or to which business all of the assets are transferred, which entity shall have a net worth, as determined in accordance with generally accepted accounting principles, of worth at least Two Hundred Fifty Million Dollars $250,000,000.00 or which acquires all or substantially all equal to that of Tenant’s business (whether by stock purchase or otherwise) or assetsTenant immediately prior to such merger, consolidation, or through a reorganization of Tenant from one form of legal entity into another form of legal entity so long as the successor entity assumes by operation of law or otherwise the obligations of Tenant under this Lease, transfer (such business entity being hereinafter called “Permitted "Assignee”"), shall not require Landlord’s consent or the giving of a Recapture Offer (defined below)be deemed to be prohibited hereby if, but and upon the express condition that Permitted Assignee and Tenant shall promptly execute, acknowledge and deliver to Landlord an agreement (“Assumption Agreement”) in form and substance reasonably satisfactory to Landlord whereby Permitted Assignee shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed, and whereby Permitted Assignee shall expressly agree that the provisions of this Article 16 shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers. In addition Subject to the foregoing, the transaction by which the Tenant becomes, and the trading of the Tenant’s voting stock while the Tenant remains, a soArticle 26-called reporting public corporation under the provisions of the Securities Exchange Act of 1934, as amended, the outstanding voting stock of which is registered in accordance with the provisions of the Securities Act of 1933, as amended, and actively traded on the New York Stock Exchange or another recognized, national securities exchange (and for the purposes 32 hereof, if Tenant is an individual who uses and/or occupies the term “voting stock” shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation) shall not require Landlord’s consent premises with partners, or the giving of the Recapture Offer.if Tenant is a partnership, then:

ASSIGNMENT, MORTGAGING AND SUBLETTING. (a) Except as expressly provided otherwise set forth in this Article 16Xxxxxxxxx 0, Tenant covenants and agrees that neither Xxxxxx shall not (i) wholly or partially assign or otherwise transfer this Lease nor the Term and estate hereby or any rights herein granted, nor any interest herein (ii) sublet all or thereinpart of the Premises or allow the same to be used or occupied by others or in violation of Paragraph 6 hereof, will be assignedor (iii) mortgage, mortgagedpledge, pledged, hypothecated, encumbered or otherwise transferred, voluntarily, by operation of law encumber this Lease or otherwise, and that neither the Premises, nor all or any part thereof will be encumbered of the Premises in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other than without the Permitted Use, or be sublet, or offered or advertised for subletting without Landlord’s prior written consent and subject to Section (b)(3) below of this Section 16Landlord in each instance, which consent shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, it is hereby expressly understood and agreed however, if If Tenant or any assignee of Tenant is a business entitycorporation or partnership, that the assignment or transfer terms “assign” and “assignment” shall, for purposes of this Lease, be deemed to include the aggregate transfer of effective control of the applicable entity and/or a majority of the stock or partnership interest, as the case may be, of Tenant or such assignee of Tenant. Tenant shall reimburse Landlord for its actual legal fees (not to exceed $1,000.00), if any, and an administrative fee of $1,000.00 in connection with any request by Tenant for Landlord’s consent to an assignment. Notwithstanding anything to the Term and estate hereby grantedcontrary contained in the Lease, Tenant shall be permitted to assign its interest in the Lease or to sublet all or any portion of the Premises, without advance notice to or consent from Landlord (i) to any business entity into which Tenant controls, is merged controlled by, or under common control with Tenant; (including ii) to any merger where Tenant is the surviving entity) or with which Tenant is consolidated, which business successor entity shall have a net worth, as determined in accordance with generally accepted accounting principles, of at least Two Hundred Fifty Million Dollars $250,000,000.00 or which who acquires all or substantially all of Tenant’s business assets or interest in its then-existing operations; and (iii) in connection with a merger or consolidation (each a “Permitted Transfer”). (b) If this Lease is assigned, whether by stock purchase or otherwise) or assets, or through a reorganization not in violation of Tenant from one form the terms of legal entity into another form of legal entity so long as the successor entity assumes by operation of law or otherwise the obligations of Tenant under this Lease, (Landlord may collect rent from the assignee. If the Premises or any part thereof be sublet or be used or occupied by any person other than Tenant, whether or not in violation of this Lease, Landlord may, after default by Tenant and expiration of Tenant’s time to cure such business entity being hereinafter called “Permitted Assignee”)default, if any, collect rent from the subtenant or occupant. In either event, Landlord may apply the net amount collected to the Rent herein reserved. The consent by Landlord to an assignment, transfer, encumbering or subletting pursuant to any provision of this Lease shall not require Landlord’s consent or the giving of a Recapture Offer (defined below), but upon in any way be considered to relieve Tenant from obtaining the express condition that Permitted Assignee prior consent of Landlord to any other or further assignment, transfer, encumbering or subletting. Neither any assignment of this Lease nor any subletting, occupancy or use of the Premises or any part thereof by any person other than Tenant, nor any collection of rent by Landlord from any person other than Tenant, nor any application of any Rent as provided in this Paragraph 7 shall, under any circumstances be deemed a waiver of any of the provisions of Paragraph 7(a) hereof, or relieve, impair, release, or discharge Tenant of its obligations fully to perform the terms of this Lease on Tenant’s part to be performed, and Tenant shall promptly execute, acknowledge remain fully and primarily liable therefor. (c) Tenant shall use good faith efforts to deliver to Landlord an agreement (“Assumption Agreement”) a duplicate original instrument of assignment and assumption in form and substance reasonably satisfactory to Landlord whereby Permitted Assignee Landlord, within ten (10) days after the execution thereof, duly executed by Tenant and by the assignee, pursuant to which such assignee shall agree to be independently bound by and upon assume performance of all the covenants, agreements, terms, provisions and conditions set forth in terms of this Lease on the Tenant’s part of Tenant to be performed, and whereby Permitted Assignee shall expressly agree that the provisions of this Article 16 shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers. In addition to the foregoing, the transaction by which the Tenant becomes, and the trading of the Tenant’s voting stock while the Tenant remains, a so-called reporting public corporation under the provisions of the Securities Exchange Act of 1934, as amended, the outstanding voting stock of which is registered in accordance with the provisions of the Securities Act of 1933, as amended, and actively traded on the New York Stock Exchange or another recognized, national securities exchange (and for the purposes hereof, the term “voting stock” shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation) shall not require Landlord’s consent or the giving of the Recapture Offer.

ASSIGNMENT, MORTGAGING AND SUBLETTING. (a) Except as expressly provided in this Article 16, Tenant covenants and agrees that neither this Lease nor the Term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, hypothecated, encumbered or otherwise transferred, voluntarily, by operation of law or otherwise, and that neither the Premises, nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other than the Permitted Use, or be sublet, or offered or advertised for subletting without Landlord’s prior written consent and subject consent, to Section (b)(3) below of be granted or withheld in accordance with this Section Article 16. Notwithstanding the foregoing, it is hereby expressly understood and agreed however, if Tenant is a business entity, that the assignment or transfer of this Lease, and the Term and estate hereby granted, to any business entity into which Tenant is merged (including any merger where Tenant is the surviving entity) or with which Tenant is consolidated, which business entity shall have a net worth, as determined in accordance with generally accepted accounting principles, of at least Two Hundred Fifty Million Dollars $250,000,000.00 consolidated or which acquires all or substantially all of Tenant’s business (whether by stock purchase or otherwise) or assets, or through which business entity shall have a reorganization net worth at least equal to that of Tenant from one form of legal entity into another form of legal entity so long as the successor entity assumes by operation of law immediately prior to such merger, consolidation or otherwise the obligations of Tenant under this Lease, acquisition (such business entity being hereinafter called “Permitted Assignee”), shall not require Landlord’s consent or the giving of a Recapture Offer (defined below)Offer, but upon the express condition that Permitted Assignee and Tenant shall promptly execute, acknowledge and deliver to Landlord an agreement (“Assumption Agreement”) in form and substance reasonably satisfactory to Landlord whereby Permitted Assignee shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed, and whereby Permitted Assignee shall expressly agree that the provisions of this Article 16 shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers. In addition to the foregoing, the transaction by which the Tenant becomes, and the trading of the Tenant’s voting stock while the Tenant remains, a so-called reporting public corporation under the provisions of the Securities Exchange Act of 1934, as amended, the outstanding voting stock of which is registered in accordance with the provisions of the Securities Act of 1933, as amended, and actively traded on the New York Stock Exchange or another recognized, national securities exchange (and for the purposes hereof, the term “voting stock” shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation) shall not require Landlord’s consent or the giving of the Recapture Offer.

ASSIGNMENT, MORTGAGING AND SUBLETTING. (a) Except as expressly provided in this Article 16, Tenant covenants and agrees that neither this Lease nor the Term term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, hypothecated, encumbered or otherwise transferred, voluntarily, by operation of law or otherwise, and that neither the Premises, nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other than the Permitted Useas stated herein, or be sublet, sublet or offered or advertised for subletting, without the prior written consent of Landlord. Tenant’s request for Lxxxxxxx’s consent to subletting or assignment shall be submitted in writing, including a detailed description of the business of and financial information and such other information as Landlord may reasonably request concerning the proposed subtenant or assignee, and, provided that no Tenant Default (or event or condition which with the giving of notice or passage of time or both would constitute a Tenant Default) is then outstanding, Landlord’s consent shall not be unreasonably withheld, conditioned or delayed. However, it shall not be deemed unreasonable for Landlord to withhold his consent to any assignee or Tenant or other occupant whose financial status, character, method of doing business and/or proposed use or occupancy of the Leased Premises or any other part of the Building would, in Landlord’s reasonable judgment, materially adversely affect the character or value of the Building. Notwithstanding any assignment of Txxxxx’s interest in this Lease or any subletting of the whole or any part of the Premises consented to by Landlord, Tenant named herein shall remain fully, primarily and unconditionally liable under this Lease and shall not thereby be released from the performance and observance of all the agreements and conditions on the part of the Tenant to be performed hereunder. If Landlord shall consent to any such assignment or subletting, Tenant shall agree to pay to Landlord, as condition of the effectiveness of any such consent, [***] percent ([***]%) of the excess of the rent (Base Rent, Escalations and other additional rent) payable by such assignee or subtenant, over the rent (Base Rent, Escalations and other additional rent) payable by Tenant to Landlord for the Premises, apportioned on a square foot of floor area basis for the Premises occupied by such subtenant. Further, it is agreed that in lieu of withholding or granting its consent Landlord may, within thirty (30) days of receipt of a request for consent to assign the Lease or subletting of all or substantially all of the Leased Premises for all or substantially all of the then remaining term of this Lease from Tenant, cancel this Lease as to so much of the Leased Premises as Tenant has proposed for assignment or subletting. If Landlord shall elect to cancel this Lease as to a portion of the Leased Premises, it shall give Tenant written notice of its election (“Cancellation Notice”), which notice shall set forth a “termination date” which shall be not less than thirty (30) or more than ninety (90) days from the receipt by Landlord of Tenant’s request to assign or sublet, and on that “termination date” Tenant shall surrender the Premises for which this lease has been canceled in accordance with the provisions of this Lease relating to the surrender of the Leased Premises as the expiration of the term of this Lease. If Landlord provides its Cancellation Notice to Tenant, Tenant may rescind its proposed assignment or subletting by notifying Landlord in writing within five (5) business days following the Cancellation Notice. It is hereby expressly understood and agreed, however, that notwithstanding the foregoing or anything to the contrary in this Lease, Tenant shall have the right, without Landlord’s prior written consent and subject but with not less than 10 business days’ prior written notice to Section (b)(3) below of this Section 16. Notwithstanding the foregoing, it is hereby expressly understood and agreed however, if Tenant is a business entity, that the assignment or transfer of this Lease, and the Term and estate hereby grantedLandlord, to any business entity into which Tenant is merged (including any merger where Tenant is assign this Lease or to sublease the surviving entity) or with which Tenant is consolidated, which business entity shall have a net worth, as determined in accordance with generally accepted accounting principles, of at least Two Hundred Fifty Million Dollars $250,000,000.00 or which acquires all or substantially all of Tenant’s business (whether by stock purchase or otherwise) or assetsLeased Premises, or through any portion thereof, to (i) an Affiliated Entity (hereinafter defined), or (ii) a reorganization of Tenant from one form of legal entity into another form of legal entity Successor Entity (hereinafter defined) so long as the successor entity assumes by operation of law such Affiliated Entity or otherwise the obligations Successor Entity, as applicable, shall have net worth at least equal to that of Tenant under this Lease, immediately prior to such merger or consolidation (such business entity corporation being hereinafter called “Permitted Assignee”), shall not require Landlord’s consent or the giving of a Recapture Offer (defined below)if, but and upon the express condition that Permitted that, Assignee and Tenant shall promptly execute, acknowledge acknowledge, and deliver to Landlord an agreement (“Assumption Agreement”) in form and substance reasonably satisfactory to Landlord whereby Permitted Assignee shall agree to be independently personally bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed, performed and whereby Permitted Assignee shall expressly agree that the provisions of this Article 16 shall, notwithstanding such assignment or transfer, continue to X shall be binding upon it with respect to all future assignments and transfers. In addition to the foregoing, the transaction by which the Tenant becomes, and the trading of the Tenant’s voting stock while the Tenant remains, a so-called reporting public corporation under the provisions of the Securities Exchange Act of 1934, as amended, the outstanding voting stock of which is registered in accordance with the provisions of the Securities Act of 1933, as amended, and actively traded on the New York Stock Exchange or another recognized, national securities exchange (and for the purposes hereof, the term “voting stock” shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation) shall not require Landlord’s consent or the giving of the Recapture Offer.