Common use of Notwithstanding Section 15 Clause in Contracts

Notwithstanding Section 15. 1 and 15.2, Landlord agrees that Tenant may assign its interest in this Lease, without Landlord’s prior written consent or notice, to any (each such assignment, a “Specially Permitted Assignment”) successor by merger or sale of substantially all of Tenant’s assets to which this Lease relates in a manner such that the assignee will become liable and responsible for the performance and observance of all Tenant’s duties and obligations hereunder. In addition, Tenant may assign its interest in this Lease to any corporation or other entity which controls, is controlled by, or is under common control with Tenant, a corporation or other entity will be regarded as in control of another corporation or entity if its owns or controls in excess of 50% of the voting stock or other ownership interest of the other corporation or entity), subject to the prerequisite condition that the corporation or other entity to which Tenant’s interest in this Lease would be assigned must demonstrate to the satisfaction of Landlord that: (i) it has financial soundness and capability which is equal to or greater than that of Tenant, (ii) it’s net worth is equal to or greater than that of Tenant’s immediately preceding such assignment, (iii) the assignee’s use of the Premises will be compatible with the provisions of the Lease, and (iv) each and every covenant, condition or obligation imposed upon Tenant by this Lease is assumed by such assignee and each and every right, remedy or benefit afforded Landlord by this Lease is not thereby impaired or diminished.

Notwithstanding Section 15. 1 and 15.2, Landlord agrees that Tenant may assign its interest in this Lease, without Landlord’s 's prior written consent or noticebut with reasonable prior notice to Landlord, (i) to any (each such assignment, a “Specially Permitted Assignment”) successor by merger or sale of substantially all of Tenant’s 's assets to which this Lease relates in a manner such that the assignee will become liable and responsible for the performance and observance of all Tenant’s 's duties and obligations hereunder, or (ii) in connection with any joint venture entered into by Tenant with an investment grade rated company (each such assignment, a "Specially Permitted Assignment"). As used herein, the term "investment grade rated" means a senior unsecured credit rating of "BBB" or higher (or the equivalent) as determined by Standard & Poor's (or an equivalent national credit rating service). In addition, Tenant may assign its interest in this Lease Lease, without Landlord's prior written consent but with reasonable prior written notice to Landlord, to any corporation or other entity which controls, is controlled by, or is under common control with Tenant, a corporation or other entity will be regarded as in control of another corporation or entity if its owns or controls in excess of 50% of the voting stock or other ownership interest of the other corporation or entity), subject to the prerequisite condition that the corporation or other entity to which Tenant’s 's interest in this Lease would be assigned must demonstrate to the satisfaction of Landlord that: (i) it has financial soundness and capability which is equal to or greater than that of Tenant, (ii) it’s 's net worth is equal to or greater than that of Tenant’s 's immediately preceding such assignment, (iii) the assignee’s 's use of the Premises will be compatible with the provisions of the Lease, and (iv) each and every covenant, condition or obligation imposed upon Tenant by this Lease is assumed by such assignee and each and every right, remedy or benefit afforded Landlord by this Lease is not thereby impaired or diminished.