Common use of ASSIGNMENT, SUBLETTING AND MORTGAGING Clause in Contracts

ASSIGNMENT, SUBLETTING AND MORTGAGING. 7.01. Subject to the provisions of this Article 7, Tenant may (a) assign or otherwise transfer this lease or the term and estate hereby granted without Landlord’s consent, provided that no assignee of this lease shall be a person that is entitled to sovereign immunity, and/or (b) for so long as a Citibank Tenant is the tenant under this lease (but not otherwise), mortgage, pledge, encumber or otherwise hypothecate this lease or the Premises or any part thereof in any manner whatsoever (including, without limitation, entering into any Leasehold Mortgage) without Landlord’s consent and/or (c) sublet the Premises or any part thereof (including, without limitation, any portion of the roof) and allow the same to be used, occupied and/or utilized by anyone other than Tenant at any time and from time to time without Landlord’s consent, provided and upon the condition that (i) this lease is in full force and effect, (ii) the sublease conforms with the provisions of Sections 7.06 and 7.07, (iii) no subtenant shall be a person that is entitled to sovereign immunity and (iv) no sublease shall be for a Prohibited Use. A list of subleases and other third party agreements that encumber the Real Property as of the date hereof is attached hereto as Schedule 3 (herein called “Current Occupancy Agreements”). Landlord acknowledges that Tenant is entitled to all revenue generated from the Current Occupancy Agreements as well as from any other subleases, licenses, assignments or other agreements entered into by Tenant during the term of this lease with respect to all or any portion of the Real Property and Tenant acknowledges that it is responsible for all obligations of the lessor under the Current Occupancy Agreements, whether arising before or after the date of this lease. Anything contained in this Article 7 to the contrary notwithstanding, in no event shall Tenant or any subtenant (of any tier) of Tenant market all or any portion of the Office Floors to third parties for sublease, nor enter into any third-party sublease of all or any portion of an Office Floor for the twelve (12) month period commencing immediately after (a) the date on which the Surrender Notice was given and/or (b) the date on which an Extension Election Notice with respect to the Option Two Extension Premises or the Option Three Extension Premises was given; it being understood and agreed that the foregoing shall not apply to any subleases to Affiliates of Tenant or with respect to any of the Current Occupancy Agreements. 7.02. For purposes of this lease, the following terms shall have the following meanings:

ASSIGNMENT, SUBLETTING AND MORTGAGING. 7.01. Subject to the provisions of this Article 7, Tenant may (a) assign or otherwise transfer this lease or the term and estate hereby granted without Landlord’s consent, provided that (i) no assignee of this lease shall be a person that is entitled to sovereign immunity, (ii) no assignee shall be a party whose principal business is owning and/or operating real property, (iii) such assignee shall meet the requirements of clauses (i) and (ii) of Section 35.17 and, if requested by Landlord, shall certify the same to Landlord, and (iv) the Guaranty shall remain in full force and effect and/or (b) for so long as a Citibank Tenant is the tenant under this lease (but not otherwise), mortgage, pledge, encumber or otherwise hypothecate this lease or the Premises or any part thereof in any manner whatsoever (including, without limitation, entering into any Leasehold Mortgage) without Landlord’s consent and/or (c) sublet the Premises or any part thereof (including, without limitation, any portion of the roof) and allow the same to be used, occupied and/or utilized by anyone other than Tenant at any time and from time to time without Landlord’s consent, provided and upon the condition that (i) this lease is and the Guaranty are in full force and effect, (ii) the sublease or occupancy by any subtenant conforms with the provisions of Sections 7.06 and 7.07, (iii) no subtenant shall be a person that is entitled to sovereign immunity and immunity, (iv) each subtenant shall meet the requirements of clauses (i) and (ii) of Section 35.17 and, if requested by Landlord, shall certify the same to Landlord, and (v) no sublease or use by any subtenant shall be for a Prohibited Use. A list of subleases and other third party agreements that encumber the Real Property as of the date hereof is attached hereto as Schedule 3 (herein called “Current Occupancy Agreements”). Landlord acknowledges that Tenant is entitled to all revenue generated prior to and during the Term from the Current Occupancy Agreements as well as from any other subleases, licenses, assignments or other agreements entered into by Tenant prior to or during the term of this lease Term with respect to all or any portion of the Real Property and Tenant acknowledges that it is responsible for all obligations of the lessor under the Current Occupancy Agreements, Agreements whether arising before or after the date of this lease. Anything contained in this Article 7 to the contrary notwithstanding, in no event shall Tenant or any subtenant (of any tier) of Tenant market all or any portion of the Office Floors to third parties for sublease, nor enter into any third-party sublease of all or any portion of an Office Floor for the twelve (12) month period commencing immediately after (a) the date on which the Surrender Notice was given and/or (b) the date on which an Extension Election Notice with respect to the Option Two Extension Premises or the Option Three Extension Premises was given; it being understood and agreed that the foregoing shall not apply to any subleases to Affiliates of Tenant or with respect to any of the Current Occupancy Agreements. 7.02. For purposes of this lease, the following terms shall have the following meanings:

ASSIGNMENT, SUBLETTING AND MORTGAGING. 7.0111.01. Subject to the provisions of this Article 7Tenant shall not, Tenant may (a) assign or otherwise transfer this lease or the term and estate hereby granted without Landlord’s consentLease, provided that no assignee of this lease shall be a person that is entitled to sovereign immunity, and/or (b) for so long as a Citibank Tenant is sublet the tenant under this lease Demised Premises or any part thereof, or allow the same to be used, occupied or utilized by anyone other than Tenant, it present subsidiaries or affiliates or (but not otherwise), c) mortgage, pledge, encumber or otherwise hypothecate this lease Lease without in each instance obtaining the prior written consent of Landlord. Tenant shall not require Landlord's permission to assign the Lease if the assignee buys all or substantially all of Tenants assets, carries on the business and is financially as responsible as Tenant. Tenant shall provide current audited financial statements of itself and the assignee to Landlord. 11.02. If this Lease is assigned, whether or not in violation of this Lease, Landlord may collect rent from the assignee. If the Demised Premises or any part thereof are sublet or used or occupied by anybody 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 default, collect rent from the subtenant or occupant. 11.03. Any assignment shall be made only if, and shall not be effective until, the assignee shall execute and deliver to Landlord an agreement satisfactory to Landlord whereby the assignee shall assume Tenant's obligations under this Lease. Notwithstanding any manner whatsoever (includingassignment, without limitation'whether or not in violation of this Lease, entering into any Leasehold Mortgage) without Landlord’s consent and/or (c) sublet and notwithstanding the Premises acceptance of Rent by Landlord from an assignee, or any part thereof (includingother party, without limitation, any portion the prior Tenant(s) shall remain fully liable for the payment of the roof) Rent and allow the same to be used, occupied and/or utilized by anyone for Tenant's other than Tenant at any time and from time to time without Landlord’s consent, provided and upon the condition that (i) obligations under this lease is in full force and effect, (ii) the sublease conforms with the provisions of Sections 7.06 and 7.07, (iii) no subtenant shall be a person that is entitled to sovereign immunity and (iv) no sublease shall be for a Prohibited Use. A list of subleases and other third party agreements that encumber the Real Property as of the date hereof is attached hereto as Schedule 3 (herein called “Current Occupancy Agreements”). Landlord acknowledges that Tenant is entitled to all revenue generated from the Current Occupancy Agreements as well as from any other subleases, licenses, assignments or other agreements entered into by Tenant during the term of this lease with respect to all or any portion of the Real Property and Tenant acknowledges that it is responsible for all obligations of the lessor under the Current Occupancy Agreements, whether arising before or after the date of this lease. Anything contained in this Article 7 to the contrary notwithstanding, in no event shall Tenant or any subtenant (of any tier) of Tenant market all or any portion of the Office Floors to third parties for sublease, nor enter into any third-party sublease of all or any portion of an Office Floor for the twelve (12) month period commencing immediately after (a) the date on which the Surrender Notice was given and/or (b) the date on which an Extension Election Notice with respect to the Option Two Extension Premises or the Option Three Extension Premises was given; it being understood and agreed that the foregoing shall not apply to any subleases to Affiliates of Tenant or with respect to any of the Current Occupancy AgreementsLease. 7.02. For purposes of this lease, the following terms shall have the following meanings:

ASSIGNMENT, SUBLETTING AND MORTGAGING. 7.01. Subject to the provisions of this Article 722.1 Subtenant shall not assign, Tenant may sell, transfer (a) assign whether by operation or otherwise transfer this lease law or the term and estate hereby granted without Landlord’s consent, provided that no assignee of this lease shall be a person that is entitled to sovereign immunity, and/or (b) for so long as a Citibank Tenant is the tenant under this lease (but not otherwise), mortgage, pledge, encumber mortgage or otherwise hypothecate encumber this lease Sublease or any portion of its interest in the Premises, nor sub-sublet all or any portion of the Premises or permit any other person or entity to use or occupy all or any portion of the Premises, without the prior written consent of Sublandlord, which consent may be withheld in Sublandlord’s sole discretion, and Owner, in accordance with all of the terms and conditions of this Sublease and the Lease. Notwithstanding the foregoing, provided Subtenant is not in default of any of the terms, covenants or conditions of this Sublease, and subject to (i) Owner’s recapture rights pursuant to Section 12.01.A. of the Lease, (ii) obtaining the written consent of Owner, and (iii) all of the terms and conditions of this Sublease and the Lease, including, without limitation, this Article 22 and Article 12 of the Lease, Sublandlord shall not unreasonably withhold its consent to one sub-sublease of all, but not less than all, of the entire Premises for the remainder of the Term hereof. 22.2 If this Sublease be assigned, or if the Premises or any part thereof be sublet, in violation of this Sublease, Sublandlord, after default by Subtenant in its obligations hereunder beyond any applicable notice and cure periods, may collect rent from the assignee or subtenant and apply the net amount collected to the Rental herein reserved, but no such assignment or subletting shall be deemed a waiver of the covenant set forth in this Section 22.2, or the acceptance of the assignee or subtenant as a tenant, or a release of Subtenant from the further performance and observance by Subtenant of the covenants, obligations and agreements on the part of Subtenant to be performed or observed herein. The consent by Sublandlord or Owner to an assignment, sale, pledge, transfer, mortgage or subletting shall not in any manner whatsoever way be construed to relieve Subtenant from obtaining the express consent in writing, to the extent required by this Sublease or the Lease, of Sublandlord and Owner to any further assignment, sale, pledge, transfer, mortgage or subletting. 22.3 Either a transfer (including the issuance of treasury stock or the creation and issuance of new stock) of a controlling interest in the shares of Subtenant (if Subtenant is a corporation, other than a professional corporation, or trust) or a transfer of a majority of the total interest in Subtenant (if Subtenant is a partnership, including a limited liability partnership, or a limited liability company) at any one time or over a period of time through a series of transfers, shall be deemed an assignment of this Sublease and shall be subject to all of the provisions of this Sublease, including, without limitation, entering into any Leasehold Mortgagethe requirements that Subtenant obtain Sublandlord’s and Owner’s prior consent thereto. The transfer of shares of Subtenant (if Subtenant is a corporation or trust) without Landlord’s consent and/or (c) sublet for purposes of this Section 22.3 shall not include the Premises or any part thereof (including, without limitation, any portion sale of the roof) and allow the same to be used, occupied and/or utilized shares by anyone other than Tenant at any time and from time to time without Landlord’s consent, provided and upon the condition that persons who are (i) this lease is in full force and effectofficers or directors of Subtenant, or (ii) the sublease conforms with the provisions of Sections 7.06 and 7.07, by persons owning ten (iii10%) no subtenant shall be a person that is entitled to sovereign immunity and (iv) no sublease shall be for a Prohibited Use. A list of subleases and other third party agreements that encumber the Real Property as percent or more of the date hereof outstanding shares of Subtenant which sale is attached hereto as Schedule 3 (herein called effected through the “Current Occupancy Agreements”). Landlord acknowledges that Tenant is entitled over-the-counter market” or through any recognized stock exchange. 22.4 Subject to all revenue generated from Owner's right pursuant to Section 12.01.A. of the Current Occupancy Agreements as well as from Lease, if Sublandlord shall approve any other subleases, licenses, assignments or other agreements entered into by Tenant during the term assignment of this lease with respect to Sublease or sublet of all or any portion of the Real Property Premises, then (i) if an assignment is involved, Subtenant shall pay to Sublandlord, as and Tenant acknowledges that it is responsible when received, fifty (50%) percent of any consideration received by Subtenant for all obligations the Premises in connection with such assignment in excess of the lessor under the Current Occupancy AgreementsRental payable by Subtenant hereunder, whether arising before or after the date of this lease. Anything contained in this Article 7 deducting “Subtenant’s Costs”, which are defined as and expressly limited to the contrary notwithstandingreasonable legal fees, marketing costs, brokerage commissions, build-out expenses and alterations allowances, if any, incurred by Subtenant in no event connection with such assignment, and (ii) if a subletting is involved, and the rents received by Subtenant under such sublease, after deducting Subtenant’s Costs incurred by Subtenant in connection with such sublease, shall Tenant or any subtenant (of any tier) of Tenant market all or any exceed the Rental reserved hereunder that are allocable to the portion of the Office Floors to third parties for sublease, nor enter into any thirdPremises sub-party sublease of all or any portion of an Office Floor for sublet by Subtenant (calculated on the twelve (12) month period commencing immediately after (a) the date on which the Surrender Notice was given and/or (b) the date on which an Extension Election Notice with respect to the Option Two Extension Premises or the Option Three Extension Premises was given; it being understood and agreed that the foregoing shall not apply to any subleases to Affiliates of Tenant or with respect to any basis of the Current Occupancy AgreementsRental set forth herein), fifty (50%) percent of such excess shall be paid by Subtenant to Sublandlord as and when received. 7.02. For purposes of this lease, the following terms shall have the following meanings: