Common use of Permitted Transfer Clause in Contracts

Permitted Transfer. Notwithstanding anything in this Article 5 to the contrary, Tenant may assign its interest in this Lease or sublease all or any part of the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000).

Permitted Transfer. (a) Notwithstanding anything in this Article 5 to the contrarycontrary contained in Section 5.2.10 hereof, Tenant may assign Lender shall not unreasonably withhold its interest in this Lease consent to a one-time sale, assignment, or sublease other transfer of all or any part of the Premises (each a “Permitted Transfer”) Properties to a Permitted Transferee (defined below), provided that (x) Lender receives thirty (30) Business Days’ prior written notice of such transfer, (y) no Event of Default has occurred and is continuing under this Agreement, the Security Instruments, or the other Loan Documents and (z) upon the satisfaction of such conditions as may be imposed by Lender, which may include, but shall not be limited to, the following matters: (i) Borrower or such Permitted Transferee shall pay any and all reasonable out-of-pocket costs incurred in connection with notice to Landlord the transfer (delivered prior to including, without limitation, Lender’s reasonable counsel fees and disbursements and all recording fees, title insurance premiums and mortgage and intangible taxes); (ii) The transferee shall be a newly formed entity, and shall comply with all of the Transferrequirements of Section 4.1.35 hereof and shall be wholly owned and controlled by a Qualified Transferee or shall itself be a Qualified Transferee, and, in addition, Lender shall be reasonably satisfied that such Qualified Transferee (1) is generally creditworthy and reputable, (2) is free from any pending or existing bankruptcy, reorganization or insolvency proceedings in which such party is the debtor, (3) is not, at the time of transfer or in the event Tenant is prohibited from doing so past, a litigant, plaintiff or defendant in any suit brought against or by Applicable Laws Lender, (4) has not been found by a court of competent jurisdiction to have committed a crime, fraud or contractual obligationssimilar malfeasance, then as soon (5) has not been indicted for any crime, and (6) has experience and a track record in owning and operating facilities similar to the Property, in each such case of clauses (1) through (5) above, as reasonably practicaldetermined by Lender based on a Lexis/Nexis or similar background search of each such Person and its Affiliates (the “Permitted Transferee”); (iii) but The Permitted Transferee shall assume all of the obligations of Borrower under this Agreement, the Security Instruments and the other Loan Documents in a manner reasonably satisfactory to Lender in all respects, including, without Landlord’s prior limitation, by entering into an assumption agreement (the “Assumption Agreement”) in form and substance reasonably satisfactory to Lender and delivering such legal opinions as Lender may reasonably require; (iv) The Qualified Transferee that owns and controls the Permitted Transferee or another entity satisfactory to Lender and the Rating Agencies (the “New Guarantor”) shall execute and deliver a Guaranty and an Environmental Indemnity in the same form and substance as the Guaranty and the Environmental Indemnity delivered in connection with the execution of this Agreement and otherwise reasonably satisfactory to Lender; (v) The Permitted Transferee and the New Guarantor shall deliver all organizational documentation, which documentation shall be reasonably satisfactory to Lender, and shall deliver an opinion of counsel of the Permitted Transferee covering the Assumption Agreement and any other documents executed by the Permitted Transferee and the New Guarantor in connection therewith in form and substance similar to the due execution, delivery and enforcement opinions delivered by counsel to Borrower in connection with the execution of this Agreement, including, without limitation, an Insolvency Opinion in form and substance similar to the Insolvency Opinion delivered in connection with the execution of this Agreement; (vi) The Permitted Transferee shall deliver certificates and enter into agreements and covenants, or cause each of its principals to deliver certificates and enter into agreements and covenants, which certificates, agreements and covenants shall be similar in nature to those delivered, executed or made by Borrower or Principal in connection with the execution of this Agreement relating to the single purpose, bankruptcy remote nature of the Permitted Transferee and its managing principals and the sufficient independence of the Permitted Transferee and its managing principals to make the substantive consolidation of the bankruptcy of such parties unlikely, and the Permitted Transferee shall deliver opinions of counsel with respect to the foregoing rendered by an independent law firm reasonably satisfactory to Lender or (if a Securitization shall have occurred) the Rating Agencies; (vii) The Properties shall be managed by a Qualified Manager pursuant to a Replacement Management Agreement following such transfer; (viii) The Properties shall be operated as first class full service hotels pursuant to Franchise Agreements or Replacement Franchise Agreements with a Qualified Franchisor; (ix) The Operating Leases shall have been terminated; (x) Lender shall receive evidence of insurance policies in the name of the Permitted Transferee and otherwise in compliance with the terms of this Agreement; (xi) If a Securitization shall have occurred, Borrower or the Permitted Transferee shall deliver to Lender a Rating Confirmation; (xii) The Permitted Transferee shall deliver an endorsement to the existing Title Insurance Policy insuring the Lien of the Security Instruments, as modified by the Assumption Agreement, as a valid first lien on the Properties and naming the Permitted Transferee as owner of fee title to the Properties, which endorsement shall insure that, as of the recording of the Assumption Agreement, the Properties shall not be subject to any additional exceptions or liens other than Permitted Encumbrances; and (xiii) If the Mezzanine Loan is outstanding, Lender shall have received written consent; provided, confirmation from Mezzanine Lender that (i) Mezzanine Borrower has complied with all of the requirements of the Mezzanine Loan Documents with respect to a Permitted Transfer involving an assignment transfer of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)Properties.

Permitted Transfer. (a) Notwithstanding anything in this Article 5 to the contrarycontrary contained in Section 5.2.10 hereof, Tenant may assign Lender shall not unreasonably withhold its interest in this Lease consent to a one-time sale, assignment, or sublease other transfer of all or any part of the Premises (each a “Permitted Transfer”) Property to a Permitted Transferee (defined below), provided that (x) Lender receives thirty (30) Business Days’ prior written notice of such transfer, (y) no Event of Default has occurred and is continuing under this Agreement, the Security Instrument, or the other Loan Documents and (z) upon the satisfaction of such conditions as may be imposed by Lender, which may include, but shall not be limited to, the following matters: (i) Borrower or such Permitted Transferee shall pay any and all reasonable out-of-pocket costs incurred in connection with notice to Landlord the transfer (delivered prior to including, without limitation, Lender’s reasonable counsel fees and disbursements and all recording fees, title insurance premiums and mortgage and intangible taxes); (ii) The transferee shall be a newly formed entity, and shall comply with all of the Transferrequirements of Section 4.1.35 hereof and shall be wholly owned and controlled by a Qualified Transferee or shall itself be a Qualified Transferee, and, in addition, Lender shall be reasonably satisfied that such Qualified Transferee (1) is generally creditworthy and reputable, (2) is free from any pending or existing bankruptcy, reorganization or insolvency proceedings in which such party is the debtor, (3) is not, at the time of transfer or in the event Tenant is prohibited from doing so past, a litigant, plaintiff or defendant in any suit brought against or by Applicable Laws Lender, (4) has not been found by a court of competent jurisdiction to have committed a crime, fraud or contractual obligationssimilar malfeasance, then as soon (5) has not been indicted for any crime, and (6) has experience and a track record in owning and operating facilities similar to the Property, in each such case of clauses (1) through (5) above, as reasonably practicaldetermined by Lender based on a Lexis/Nexis or similar background search of each such Person and its Affiliates (the “Permitted Transferee”); (iii) but The Permitted Transferee shall assume all of the obligations of Borrower under this Agreement, the Security Instrument and the other Loan Documents in a manner reasonably satisfactory to Lender in all respects, including, without Landlord’s prior written consent; providedlimitation, by entering into an assumption agreement (the “Assumption Agreement”) in form and substance reasonably satisfactory to Lender and delivering such legal opinions as Lender may reasonably require; (iv) The Qualified Transferee that (i) with respect to a Permitted Transfer involving an assignment of this Lease, owns and controls the Permitted Transferee assumes or another entity satisfactory to Lender and the Rating Agencies (the “New Guarantor”) shall execute and deliver a Guaranty and an Environmental Indemnity in the same form and substance as the Guaranty and the Environmental Indemnity delivered in connection with the execution of this Lease Agreement and otherwise reasonably satisfactory to Lender; (v) The Permitted Transferee and the New Guarantor shall deliver all organizational documentation, which documentation shall be reasonably satisfactory to Lender, and shall deliver an opinion of counsel of the Permitted Transferee covering the Assumption Agreement and any other documents executed by a written assumption agreement delivered to Landlord prior the Permitted Transferee and the New Guarantor in connection therewith in form and substance similar to the effective date due execution, delivery and enforcement opinions delivered by counsel to Borrower in connection with the execution of this Agreement, including, without limitation, an Insolvency Opinion in form and substance similar to the Insolvency Opinion delivered in connection with the Syndication of the Loan; (vi) The Permitted Transferee shall deliver certificates and enter into agreements and covenants, or cause each of its principals to deliver certificates and enter into agreements and covenants, which certificates, agreements and covenants shall be similar in nature to those delivered, executed or made by Borrower or Principal in connection with the execution of this Agreement relating to the single purpose, bankruptcy remote nature of the Permitted Transferee and its managing principals and the sufficient independence of the Permitted Transferee and its managing principals to make the substantive consolidation of the bankruptcy of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Lawsparties unlikely, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) and the Permitted Transferee shall use deliver opinions of counsel with respect to the Premises only for foregoing rendered by an independent law firm reasonably satisfactory to Lender or (if a Securitization shall have occurred) the Rating Agencies; (vii) The Property shall be managed by a Qualified Manager pursuant to a Replacement Management Agreement following such transfer; (viii) The Property shall be operated as first class full service hotel pursuant to the Franchise Agreement or Replacement Franchise Agreement with a Qualified Franchisor; (ix) The Operating Leases shall have been terminated; (x) Lender shall receive evidence of insurance policies in the name of the Permitted UseTransferee and otherwise in compliance with the terms of this Agreement; (xi) If a Securitization shall have occurred, (iii) the use of the Premises by Borrower or the Permitted Transferee shall not violate any other agreements or leases affecting deliver to Lender a Rating Confirmation; and (xii) The Permitted Transferee shall deliver an endorsement to the existing Title Insurance Policy insuring the Lien of the Security Instrument, as modified by the Assumption Agreement, as a valid first lien on the Property and naming the Permitted Transferee as owner of fee title to the Property, (iv) the occurrence of a Permitted Transfer which endorsement shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied ifinsure that, as of the effective date recording of the Permitted TransferAssumption Agreement, the resulting tenant under this Lease meets Property shall not be subject to any additional exceptions or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the liens other than Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)Encumbrances.

Permitted Transfer. Notwithstanding anything in this Article 5 Section 12 to the contrary, so long as Tenant is not entering into the Permitted Transfer for the purpose of avoiding or otherwise circumventing the terms of this Section 12, Tenant may assign its entire interest in under this Lease or sublease all or any part portion of the Premises Premises, without the consent of Landlord, to (a) an affiliate, subsidiary, or parent of Tenant, or a corporation, partnership or other legal entity wholly (or majority) owned by or under common control with Tenant (collectively, an “Affiliated Party”), or (b) a successor to Tenant by purchase, merger, consolidation or reorganization, provided that all of the following conditions are satisfied (each such transfer a “Permitted Transfer”) to ” and any such assignee or sublessee of a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that a “Permitted Transferee”): (i) with respect to a Permitted Transfer involving an assignment of this Tenant is not in default under the Lease, ; (ii) the Permitted Transferee assumes this Lease by a Use does not allow the Premises to be used for retail purposes; (iii) Tenant shall give Landlord written assumption agreement delivered to Landlord notice at least twenty-one (21) days prior to the effective date of such the proposed Permitted Transfer (unless such prior delivery is prohibited by Applicable Lawsprovided, in which event however, that if Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person Laws or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of by contract from disclosing the Tenant, (iii) proposed Permitted Transfer and/or the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “proposed Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of Transferee prior to the effective date of the Permitted Transfer, Tenant shall provide written notice of such Permitted Transfer to Landlord within thirty (30) days following the resulting tenant under this Lease meets effective date of such Permitted Transfer); and (iv) with respect to a proposed Permitted Transfer to an Affiliated Party, the Affiliated Party shall have a net worth equal to or exceeds greater than $200,000,000.00; and (v) with respect to a purchase, merger, consolidation or reorganization or any Permitted Transfer which results in Tenant ceasing to exist as a separate legal entity, (A) Tenant’s successor shall own all or substantially all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt assets of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAPTenant, and (iiiB) Tenant’s successor shall have a market capitalization net worth which is at least equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)200,000,000.00. Tenant’s notice to Landlord shall include information and documentation showing that each of the above conditions has been satisfied. If requested by Landlord, Tenant’s successor shall sign a commercially reasonable form of assumption agreement.

Permitted Transfer. Notwithstanding anything 6.1. The restrictions set forth in this Article 5 Sections 3 and Section 4 shall not apply to: (a) any sale or transfer of Ordinary Shares to the contrary, Tenant may assign its interest in this Lease or sublease all or any part of the Premises (each a “Permitted Transfer”) Company pursuant to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, repurchase right or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment right of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises first refusal held by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity Company in the event of a merger termination of employment or consolidation consulting relationship or for other reasons that are approved by the Board including the affirmative vote of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed Series B Director which shall not be unreasonably withheld or delayed by the SuccessorSeries B Director; and/or (Cb) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according transfer to the Permitted Transferee’s most recent financial statementparents, determined in accordance with generally accepted accounting principles children or spouse, or any offshore holding companies solely owned by such holder legally and beneficially, or a trust for the benefit of such persons, of any holder of Ordinary Shares for bona fide estate planning purposes (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined each transferee pursuant to the foregoing subsection (ia) and this subsection (b), a “Permitted Transferee”), provided that adequate documentation therefor, including without limitation to the reasonable evidence of the bona fide estate planning or bona fide tax planning purpose for such Transfer and reasonable evidence of the satisfaction of all applicable filings or registrations required by SAFE, is provided to the Preferred Holders to their satisfaction and that any such Permitted Transferee agrees in writing to be bound by this Agreement in place of the relevant transferor; provided, further, that such Transferor shall remain jointly and severally liable for any breach by such Permitted Transferee (other than the Company in its capacity as Permitted Transferee) of any provision hereunder. 6.2. If a Transferor wishes to transfer Equity Securities to a Permitted Transferee under Section 6.1, it shall give notice to the Company and the Preferred Holders of its intention to make such a transfer not less than seven (7) days prior to effecting such transfer, which notice shall state the name and address of each Permitted Transferee to whom such transfer is proposed, the relationship of such Permitted Transferee to the Transferor, and the number of Equity Securities proposed to be transferred to such Permitted Transferee. 6.3. No transfer may be made pursuant to Section 6.1 unless: (a) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement and other Transaction Documents pursuant to an instrument in form and substance reasonably acceptable to the Preferred Holders; (b) the transfer complies in all respects with the applicable provisions of this Agreement; (c) the transfer complies in all respects with applicable federal and state securities laws and other applicable laws and regulations, including, without limitation, the Securities Act, and will not affect the record of continuous operation of the Company according to US GAAP or IFRS. If requested by the Company, an opinion of counsel to such transferring Shareholder shall be supplied to the Company, at such transferring Shareholder’s expense, to the effect that such transfer complies with the applicable federal and state securities laws and has no adverse affect on the continuous operation record of the Company; and (d) each such Transferee (except the Company in its capacity as the Transferee), prior to the consummation of the Transfer, shall have executed documents satisfactory to the Preferred Holders and the Company, assuming the obligations of such Founder, Founding Shareholder, Key Holder, and/or Key Holder Holdco, as the case may be, under this Agreement and other Transaction Documents as a Founder, Founding Shareholder, Key Holder, and/or Key Holder Holdco with respect to the Offered Shares, provided further, that the Transferor shall remain liable for any breach by such Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, Transferee of any provision under this Agreement and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)other Transaction Documents.

Permitted Transfer. Notwithstanding anything to the contrary contained in this Article 5 to the contrary11 and together with ▇▇▇▇▇▇’s rights under Rider 7 attached hereto, Tenant may assign its interest in this Lease or shall have the right, without the prior written consent of Landlord, to sublease all or any part a portion of the Premises Premises, to assign this Lease, or transfer control of Tenant (each each, a “Permitted Transfer”) to a Permitted Transferee (defined belowa) with notice to Landlord (delivered prior to the Transferany corporation, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligationslimited partnership, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporationlimited liability partnership, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant Tenant, or its corporate successors or assigns, is merged or consolidated consolidated, in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, ; or (iib) the successor or surviving corporation any corporation, limited partnership, limited liability partnership, limited liability company or other business entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires acquiring all or substantially all of Tenant’s assets, so long as any such entity continues to use the assets Premises in accordance with the terms and conditions of this Lease and has a tangible net worth after such merger, consolidation or equity interests acquisition that is not less than the lesser of (1) Tenant’s tangible net worth as of the date immediately preceding the date of such acquisition, merger or consolidation or (2) Tenant’s tangible net worth as of the date immediately preceding the effective date of this Lease; provided that in any event (i) no later than the effective date of any such Permitted Transfer, the assignee or sublessee thereunder shall execute documents in form and content reasonably satisfactory to Landlord to evidence such subtenant’s or assignee’s assumption of the obligations and liabilities of Tenant under this Lease, except in the case of any assignment that occurs by operation of law (and without a written assignment) as a consequence of merger, consolidation or non-bankruptcy reorganization; (Dii) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of within five (5) business days after the effective date of the Permitted Transfer, Tenant gives notice thereof to Landlord, which notice shall include the resulting tenant under this Lease meets full name and address of the assignee or exceeds subtenant thereunder, and a copy of all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according agreements executed between Tenant and such assignee or subtenant with respect to the Permitted Transferee’s most recent financial statementPremises and, determined if applicable, documents and information reasonably satisfactory in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of form and substance to Landlord to substantiate the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000).tangible Tenant Name: Alkami Technology Building Name: Granite Park Three

Permitted Transfer. Notwithstanding anything in this Article 5 to the contrarycontrary contained in Section 11.01 above, Tenant may shall have the right, without Landlord’s consent, but upon ten (10) days prior notice to Landlord, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign its interest in this Lease or sublease all or any part of the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in related corporation or other entity which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controlscontrols Tenant, is controlled byby Tenant, or is under common control with Tenant, (ii) or to a corporation or other successor entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in into which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation or which acquires substantially all of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, assets or property; or (iic) the successor or surviving corporation or other entity effectuate any public offering of Tenant’s stock; provided that in the event of a merger or consolidation transfer pursuant to clause (b), the tangible net worth after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and provided further that such successor entity assumes all of the obligations and liabilities of Tenant with another corporation(any such entity is hereinafter referred to as a “Permitted Transferee”; and any transfer to a Permitted Transferee is hereinafter referred to as a “Permitted Transfer”). For the purpose of this Article 11 (i) “control” shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, so long and (ii) “tangible net worth” shall mean the excess of the value of tangible assets (i.e., assets excluding those which are intangible such as Tenant’s goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease are assumed by the Successor; (C) “Purchaser” means for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any person such transfer shall constitute a Default hereunder. A change in control of Tenant resulting from a merger, consolidation, or entity who a transfer of partnership or which acquires all membership interests, a stock transfer, or any sale of substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” Tenant shall be deemed satisfied if, a Permitted Transfer if the tangible net worth of Tenant after any such transaction is not less than the tangible net worth of Tenant as of the effective date hereof. Any change of control of Tenant that does not meet the Permitted Transfer, requirements in the resulting tenant under this Lease meets preceding sentence shall be deemed an assignment or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transfereetransfer that requires Landlord’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined prior written consent pursuant to the foregoing subsection (i) according Section 11.01 above. For purposes of clarification, nothing in this Article 11 restricts Tenant’s ability to the Permitted Transferee’s most recent financial statementconduct an IPO, determined in accordance nor shall Landlord have any consent rights with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)respect thereto.

Permitted Transfer. Notwithstanding anything The term “Permitted Transfer” shall mean any Transfer of Shares (i) by gift or other distribution by (x) any Shareholder who is a natural Person to his or her spouse or descendants (whether by blood, adoption or marriage) or to trustees of a trust for the exclusive benefit of such Shareholder, his or her spouse or such descendants (any such spouse, descendant or trustee being referred to as a “Shareholder-Related Person”) of such Shareholder, or (y) a Shareholder-Related Person to such Shareholder or to another Shareholder-Related Person of such Shareholder provided, however, that, unless otherwise consented to by the Board or 66 2/3% of the Shareholders (other than the transferring Shareholder or Shareholder-Related Person, or any Shareholder-Related Persons of such Transferring Shareholder or transferring Shareholder-Related Person), such Shareholder or transferring Shareholder-Related Person retains voting control of the Shares so transferred and exclusive power to exercise all rights under this Agreement; (ii) between any Shareholder who is a natural Person and such Shareholder’s guardian or conservator; (iii) upon or after the death of a Shareholder who is a natural Person, by will, intestacy laws, or the laws of survivorship to such Shareholder’s legal representative, heirs or legatees; (iv) by a Shareholder to the Company; (v) pursuant to a Public Offering of such Shares; (vi) to the extent not prohibited by any pledge agreement required under Section 12 hereof, by way of pledge to a bank or recognized financial institution (provided that any foreclosure or other action taken against the pledge by the pledgee shall be subject to the provisions of Section 6 hereof); (vii) by way of pledge to any Person for the benefit of the Company pursuant to any pledge agreement contemplated by the credit agreement referred to in Section 1.14 hereof or a pledge agreement required under Section 12 hereof (including without limitation, any sale or other Transfer pursuant to the exercise of any right or remedy under such pledge agreement); (viii) to an entity provided that the Shareholder is, and at all times remains, the majority owner of all of the issued and outstanding voting equity of such entity or by such entity to such Shareholder; (ix) to an entity that is, or is directly or indirectly controlled by, the Person controlling such Shareholder, provided that such Permitted Transferee has not been formed solely for the purpose of engaging in a Permitted Transfer (provided, however, that any event which ▇▇▇▇▇▇ the Control relationship shall be deemed to be a Transfer subject to the restrictions provided in this Article 5 Agreement); (x) to the contraryequity owners of a Shareholder which is an entity upon the dissolution of such entity; (xi) in the event a Shareholder is or becomes, Tenant may assign its interest in this Lease or sublease all is or any part becomes controlled by, an “investment company” subject to the provisions of the Premises Investment Company Act of 1940, a transfer which is necessary to effect compliance with such act or the rules and regulations thereunder; and (each xii) from the custodian or trustee of an individual retirement account or other self directed employee benefit plan to the beneficiary of such account or plan or to the custodian or trustee of another individual retirement account or self directed employee benefit plan; provided, however, that in the case of any such Transfer (other than a transfer pursuant to clause (vii)), the transferred Shares shall remain subject to the provisions of this Agreement in the hands of the Permitted Transferee, the Permitted Transferee shall execute an agreement, in substantially the form of Exhibit 1 hereto, agreeing to be bound by the terms and conditions of this Agreement and the Shareholder shall submit copies of all pertinent documentation at least five days prior to completion of the transaction to demonstrate that the Transfer is a Permitted Transfer; provided further, that any such Transfer (other than a transfer pursuant to clause (vii)), will not be deemed to be a “Permitted Transfer”” (a) to a Permitted Transferee the extent prohibited by Section 3(a) of this Agreement or (defined belowb) with notice to Landlord (delivered prior to the Transfer, or in extent that compliance with the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practicalrequirements of Section 3(b) but without Landlord’s prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall Agreement have not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)been met.

Permitted Transfer. Notwithstanding anything in this Article 5 to the contrarycontrary contained in Section 11.01 above, Tenant may shall have the right, without Landlord’s consent, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign its interest in this Lease or sublease all or any part of the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in related corporation or other entity which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controlscontrols Tenant, is controlled byby Tenant, or is under common control with Tenant, (ii) or to a corporation or other successor entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in into which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation or which acquires substantially all of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, assets or property; or (iic) effectuate any public offering of Tenant’s stock on the successor New York Stock Exchange or surviving corporation or other entity in the NASDAQ over the counter market, provided that in the event of a merger or consolidation transfer, such successor entity assumes all of the obligations and liabilities of Tenant with another corporation, so long (any such entity hereinafter referred to as Tenant’s a “Permitted Transferee”). Tenant shall give notice of such permitted transfer prior to or promptly after such transfer. For the purpose of this Article 11 “control” shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease are assumed by the Successor; (C) “Purchaser” means for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any person such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or entity who a transfer of partnership or which acquires all membership interests, a stock transfer, or any sale of substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” Tenant that do not meet the requirements of this Section 11.02 shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets an assignment or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal transfer that requires Landlord’s prior written consent pursuant to at least Two Billion Dollars ($2,000,000,000) according Section 11.01 above. Notwithstanding anything to the Permitted Transfereecontrary contained herein, Landlord acknowledges and agrees that Tenant may effectuate any public offering of Tenant’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of stock on the Permitted Transferee’s available cash on hand (as determined pursuant to New York Stock Exchange or the foregoing subsection (i) according to NASDAQ over the Permitted Transferee’s most recent financial statement, determined in accordance with GAAPcounter market, and (iii) any such public offering and or subsequent transfers of stock as a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)result thereof shall not constitute an assignment or sublease or other transfer requiring Landlord’s consent hereunder.

Permitted Transfer. Notwithstanding anything to the contrary contained in this Article 5 to the contrary10, Tenant may assign its Landlord’s consent shall not be required for an assignment or other transfer of Tenant’s interest in under this Lease or a sublease all or any part of the entire Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, an affiliate of Tenant or in connection with a merger or the event Tenant is prohibited from doing so by Applicable Laws sale of Tenant’s business or contractual obligations, then as soon as reasonably practical) but without Landlordsubstantially all of Tenant’s prior written consentassets; provided, provided that (i) with respect Tenant shall notify Landlord in writing of the proposed transaction and the identity of the proposed assignee or sublessee, (ii) at the time of such proposed assignment, transfer or sublease, there shall be no Event of Default under this Lease, (iii) to the extent there is an actual change in the identity of the Tenant, any proposed assignee or transferee shall agree in a Permitted Transfer involving an assignment writing reasonably acceptable to Landlord that it will assume and be bound by the terms of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, iv) there shall be no change in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent TransferPremises, (v) any proposed assignee or transferee shall have a net worth no less than the Permitted Transferee shall satisfy net worth of Tenant as of the Credit Requirement (defined below)date of execution of this Lease, and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before agrees to make such Transfer (unless such notice is prohibited alterations to the Premises and the Project that may be necessary in order to comply with the ADA as it applies to the use, occupancy, or alteration of the Premises by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer)the assignee or subtenant. As used herein, (A) an “Affiliateaffiliate” means any person shall mean an entity which directly or entity who indirectly controls or which controls, is controlled by, by or is under common control with Tenant. “Controls”, (ii) “controlled by” or “under common control” means with regard to a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars fifty percent ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (6050%) of the Permitted Transferee’s available cash on hand (as determined pursuant issued and outstanding stock or with regard to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statementa corporation and any other entity, determined in accordance with GAAP, and (iii) a market capitalization equal to ownership or at least Five Billion Three Hundred Million Dollars fifty percent ($5,300,000,000)50%) of the equity, interest, voting or other decision-making power.

Permitted Transfer. Notwithstanding anything in this Article 5 the provisions of Section 14 to the contrary, Tenant may assign its interest in this Lease or sublease all or Lease, without Landlord’s consent and without releasing Tenant of any part of the Premises liability under this Lease, (each a “Permitted Transfer”a) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to parent or subsidiary of Tenant or the Transfer, parent or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, subsidiary of any corporation that (i) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, by or is under common control with Tenant, or (iib) a to any corporation or other entity which shall be resulting from a wholly owned subsidiary of the Tenantmerger, (iii) the parent corporation reorganization or other entity that wholly owns consolidation with Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means to any person or entity who or which that acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate’s business as a going concern or substantially all its stock, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transferprovided that: (i) cash on hand Tenant shall not be in an Event of Default in the performance of any of its obligations under this Lease at the time of the assignment; (ii) the net worth of the Transferee is substantially equal to at least Two Billion Dollars or greater than the net worth ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined computed in accordance with generally accepted accounting principles principles, consistently applied (“GAAP”but excluding goodwill as an asset)) on the date just prior to the assignment or date of the Lease; (iii) at least fifteen (15) days prior to the effective date of such assignment, Tenant shall furnish Landlord with the name of the Transferee and a written certification from an officer of Tenant certifying (A) the manner in which the proposed Transferee is affiliated with Tenant, (iiB) outstanding debt that the type of business conducted in the Premises and the density of personnel in the Premises will not more than sixty (60%) materially change as a result of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAPsuch assignment, and (iiiC) the Transferee as the net worth required herein and proof satisfactory to Landlord of such net worth; (iv) the Transferee assumes, in full, the obligations of Tenant under this Lease; and (v) the use of the Premises remains unchanged. An assignment of this Lease pursuant to this Section 14.8 shall be referred to as a market capitalization equal “Permitted Transfer” and an assignee pursuant to at least Five Billion Three Hundred Million Dollars ($5,300,000,000).a Permitted Transfer shall be referred to as a “Permitted Transferee”. The provisions of Sections 14.2 and 14.3(d) shall not apply to a Permitted Transfer

Permitted Transfer. Notwithstanding anything in the foregoing provisions of this Article 5 IX, the sale, conveyance or transfer of the Property in its entirety, (hereinafter, “Sale”) shall be permitted hereunder provided that each of the following terms and conditions are satisfied: (a) no Event of Default is then continuing hereunder or under any of the other Loan Documents and no O&M Operative Period shall have commenced and be continuing; (b) Lender shall have consented to the contrarySale, Tenant may assign its interest in this Lease or sublease all or any part of the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transferprovided, or however, in the event Tenant that such sale is prohibited being made to a nationally recognized operator of retail outlet shopping centers, Lender's consent shall not be unreasonably withheld and, if the proposed Sale is to occur at any time after a Securitization, each Rating Agency shall have delivered written confirmation that any rating issued by such Rating Agency in connection with the Securitization will not, as a result of the proposed Sale, be downgraded from doing so by Applicable Laws the then current ratings thereof, qualified or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consentwithdrawn; provided, however, that no request for consent to the Sale will be entertained by Lender if the proposed Sale is to occur within sixty (60) days of any contemplated sale of the Loan by Lender, whether in connection with a Securitization or otherwise; (c) Borrower gives Lender written notice of the terms of the proposed Sale not less than forty-five (45) days before the date on which such Sale is scheduled to close and, concurrently therewith, gives Lender (i) with respect all such information concerning the proposed transferee of the Property (hereinafter, “Buyer”) as Lender would require in evaluating an initial extension of credit to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Lawsborrower and Lender determines, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) its reasonable discretion that the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as Buyer is acceptable to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), Lender in all respects and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of non-refundable application fee equal to $5,000; (d) Borrower pays Lender, concurrently with the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary closing of such parent corporation or other entity that wholly owns TenantSale, or a corporation or other entity having a majority of its ownership non-refundable assumption fee in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand amount equal to at least Two Billion Dollars one percent ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (601.0%) of the Permitted Transferee’s available cash on hand then outstanding Loan Amount together with all reasonable out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred by Lender in connection with the Sale; (e) Buyer assumes all of the obligations under the Loan Documents and, prior to or concurrently with the closing of such Sale, Buyer executes, without any cost or expense to Lender, such documents and agreements as determined pursuant Lender shall reasonably require to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, evidence and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000).effectuate said assumption and delivers such legal opinions as Lender may require;

Permitted Transfer. Notwithstanding anything The first sentence of Section 16.8 of the Existing Lease is hereby amended and restated in this Article 5 to the contrary, its entirety as follows: "Tenant may assign its entire interest in under this Lease or sublease all or any part a portion of the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to without the consent of Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that to: (i) with respect to a Permitted Transfer involving an assignment affiliate, subsidiary or parent of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), Tenant; (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, any entity into which that Tenant or an affiliated party may merge or consolidate; (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) each a “Permitted Transfer” and such transferee a “Permitted Transferee” means an Affiliate”, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of provided that (a) Tenant notifies Landlord at least twenty (20) days prior to the effective date of the any such Permitted Transfer, the resulting tenant (b) Tenant is not in default and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: Lease, (ic) cash on hand equal to at least Two Billion Dollars such Permitted Transferee shall have a tangible net worth ($2,000,000,000not including goodwill as an asset) according to the Permitted Transferee’s most recent financial statement, determined computed in accordance with generally accepted accounting principles (“GAAPNet Worth”)) at least equal to the Net Worth of the original Tenant on the day immediately preceding the effective date of such assignment or sublease and reasonably sufficient to comply with the obligations under this Lease, (iid) outstanding debt no assignment or sublease relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, (e) the liability of not more than sixty (60%) of the such Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance Transferee under either an assignment or sublease shall be joint and several with GAAP, Tenant and each Guarantor; and (iiif) the ultimate parent company of any Permitted Transferee executes a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000).Guaranty in favor of Landlord substantially in the form attached hereto as Exhibit D."

Permitted Transfer. Notwithstanding anything in the foregoing provisions of this Article 5 IX, a conveyance of the Property in its entirety or a Transfer (hereinafter, “Sale”) shall be permitted hereunder from time to time provided that each of the following terms and conditions are satisfied: (a) no Event of Default is then continuing hereunder or under any of the other Loan Documents; (b) If the proposed Sale is to occur at any time after a Securitization, each Rating Agency shall have delivered written confirmation that any rating issued by such Rating Agency in connection with the Securitization will not, as a result of the proposed Sale, be downgraded from the then current ratings thereof, qualified or withdrawn; provided, however, that no request for consent to the contrarySale will be entertained by Lender if the proposed Sale is to occur within sixty (60) days of any contemplated sale of the Loan by Lender, Tenant may assign whether in connection with a Securitization or otherwise; (c) Borrower gives Lender written notice of the terms of the proposed Sale not less than sixty (60) days before the date on which such Sale is scheduled to close and, concurrently therewith, gives Lender (i) all such information concerning the proposed transferee of the Property (hereinafter, “Buyer”) as Lender would require in evaluating an initial extension of credit to a borrower and Lender determines, in its reasonable discretion that the Buyer is acceptable to Lender in all material respects (it being acknowledged that any Permitted Transferee shall be deemed acceptable to Lender provided that not more than 75% in the aggregate of the direct or indirect interests in Borrower (but without including more than once one or more transfers of the same interest) has been transferred subsequent to the Closing Date in one or more transactions and Borrower continues to be Controlled by the same Persons which Controlled Borrower prior to such transfer (it being acknowledged that (x) any holder of more than forty percent of the direct or indirect interest in this Lease Borrower may have veto rights over major decisions which are customary in joint venture agreements between two fifty percent owners of a Person and the same shall not constitute a change in Control) and (y) it further being acknowledged that any Transfer of a direct or sublease all indirect interest in Morgans Group LLC otherwise requiring approval hereunder shall not be subject to the approval of Lender if Morgans Group LLC continues to own and manage hotel rooms located in full service luxury or any part full service upscale properties numbering not less than eighty percent (80%) of the Premises number of hotel rooms which it owns and eighty percent (each 80%) of the number of hotel rooms it manages as of the Closing Date (and such numbers shall be calculated on a “Permitted Transfer”pro rata basis, so that, for example, if Morgans Group LLC has a fifty percent (50%) interest in a Person that owns two hundred (200) hotel rooms, Morgans Group LLC shall be deemed to a own one hundred (100) hotel rooms) and the conditions set forth in clauses (A) and (B) of the definition of Permitted Transferee are met) and (defined belowii) a non-refundable application fee equal to $15,000; (d) Borrower pays Lender, concurrently with notice the closing of any conveyance of the Property in its entirety or a direct or indirect interest in Borrower of 75% or more (in the aggregate whether in one or a series of transactions but without including more than once one or more transfers of the same interest) of the direct or indirect interest in Borrower, a non-refundable assumption fee in an amount equal to Landlord one percent (delivered prior to 1%) of the Transfer, or then outstanding Loan Amount (which fee shall be waived in the event Tenant is prohibited from doing so of a Transfer of the type set forth in clause (y) of Section 9.04(c)(i)) together with all out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred by Applicable Laws Lender in connection with the Sale; (e) In the event the applicable Transfer will result in Borrower no longer owning the Property, Buyer assumes all of the obligations under the Loan Documents and, prior to or contractual obligationsconcurrently with the closing of such Sale, then Buyer executes, without any cost or expense to Lender, such documents and agreements as soon Lender shall reasonably require to evidence and effectuate said assumption and delivers such legal opinions as Lender may reasonably practicalrequire; (f) but In the event the applicable Transfer will result in Borrower no longer owning the Property, Borrower and Buyer execute, without Landlordany cost or expense to Lender, new financing statements or financing statement amendments and any additional documents reasonably requested by Lender; (g) In the event the applicable Transfer will result in Borrower no longer owning the Property, Borrower delivers to Lender, without any cost or expense to Lender, such endorsements to Lender’s prior written consent; providedtitle insurance policy, that (i) with respect hazard insurance policy endorsements or certificates and other similar materials as Lender may reasonably deem necessary at the time of the Sale, all in form and substance reasonably satisfactory to a Permitted Transfer involving Lender, including, without limitation, an assignment endorsement or endorsements to Lender’s title insurance policy insuring the lien of this LeaseSecurity Instrument, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to extending the effective date of such Permitted Transfer policy to the date of execution and delivery (unless such prior delivery is prohibited by Applicable Lawsor, in which event Tenant shall deliver such if later, of recording) of the assumption agreement as soon as allowed)referenced above in subparagraph (e) of this Section, with no additional exceptions added to such policy, and insuring that fee simple title to the Property is vested in Buyer; (iih) In the Permitted Transferee shall use event the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting applicable Transfer will result in Borrower no longer owning the Property, (iv) Borrower executes and delivers to Lender, without any cost or expense to Lender, a release of Lender, its officers, directors, employees and agents, from all claims and liability relating to the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed transactions evidenced by the SuccessorLoan Documents, or (ii) through and including the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) closing of the Permitted Transferee’s available cash on hand (as determined pursuant Sale, which agreement shall be in form and substance satisfactory to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, Lender and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000).shall be binding upon Buyer;

Permitted Transfer. (a) Notwithstanding anything in this Article 5 to the contrarycontrary contained in Section 5.2.10 hereof, Tenant may assign its interest in this Lease or sublease the event that Mortgage Borrower is permitted to transfer all or any part of the Premises (each Properties pursuant to Section 5.2.11 of the Mortgage Loan Agreement, Lender shall not unreasonably withhold its consent to a “Permitted Transfer”) one-time sale, assignment, or other transfer of all of the Properties to a Permitted Transferee, provided that (x) Lender receives thirty (30) Business Days’ prior written notice of such transfer, (y) no Event of Default has occurred and is continuing under this Agreement, the Pledge Agreement, the Note or the other Loan Documents and (z) upon the satisfaction of such conditions as may be imposed by Lender, which may include, but shall not be limited to, the following matters: (i) Borrower or such Permitted Transferee shall pay any and all reasonable out-of-pocket costs incurred in connection with the transfer (including, without limitation, Lender’s reasonable counsel fees and disbursements and all recording fees, title insurance premiums and mortgage and intangible taxes); (ii) Borrower shall cause Mortgage Borrower to satisfy the conditions set forth in Section 5.2.11 of the Mortgage Loan Agreement to the reasonable satisfaction of Lender (it being agreed that Lender shall have the same rights to approve such transfer as the Mortgage Lender has); (iii) Borrower shall cause the transferee of the Properties to create a new parent company special purpose entity satisfying all of the requirements of Section 4.1.36 hereof which shall assume all of the obligations of the Borrower under the Loan (“New Borrower”), and shall own directly all of the Ownership Interests in the Permitted Transferee and, if the Permitted Transferee has a Principal, shall own directly all of the Ownership Interests in the Principal; the New Borrower shall be wholly owned and controlled directly by a Qualified Transferee and, if New Borrower has a Principal, such Principal shall be wholly owned and controlled directly by such Qualified Transferee, and, in addition, Lender shall be reasonably satisfied that such Qualified Transferee (defined below1) with notice to Landlord is generally creditworthy and reputable, (delivered prior to 2) is free from any pending or existing bankruptcy, reorganization or insolvency proceedings in which such party is the Transferdebtor, (3) is not, at the time of transfer or in the event Tenant is prohibited from doing so past, a litigant, plaintiff or defendant in any suit brought against or by Applicable Laws Lender, (4) has not been found by a court of competent jurisdiction to have committed a crime, fraud or contractual obligationssimilar malfeasance, then as soon (5) has not been indicted for any crime, and (6) has experience and a track record in owning and operating facilities similar to the Property, in each such case of clauses (1) through (5) above, as reasonably practicaldetermined by Lender based on a Lexis/Nexis or similar background search of each such Person and its Affiliates; (iv) but Borrower shall cause the New Borrower to execute and deliver a pledge agreement in substantially the same form as the Pledge Agreement in respect of the direct Ownership Interests in the New Borrower and Principal, if applicable (such interests shall otherwise comply with the requirements of the Loan Documents and be substantially identical in structure, form and substance as the Collateral delivered at closing of the Loan); (v) Borrower shall cause the New Borrower to assume all of the obligations of Borrower arising from and after the transfer of the Note, this Agreement and the other Loan Documents in a manner reasonably satisfactory to Lender in all respects, including, without Landlordlimitation, by entering into an assumption agreement (the “Assumption Agreement”) in form and substance reasonably satisfactory to Lender and delivering such legal opinions as Lender may reasonably require; (vi) The Qualified Transferee that owns and controls the Permitted Transferee or another entity satisfactory to Lender and the Rating Agencies (the “New Guarantor”) shall execute and deliver a Guaranty and an Environmental Indemnity in the same form and substance as the Guaranty and the Environmental Indemnity delivered in connection with the execution of this Agreement and otherwise reasonably satisfactory to Lender; (vii) The New Borrower, the New Borrower’s prior Principal, if applicable, and the New Guarantor shall deliver all organizational documentation, which documentation shall be reasonably satisfactory to Lender, and shall deliver an opinion of counsel of the New Borrower covering the Assumption Agreement and any other documents executed by the New Borrower and the New Guarantor in connection therewith in form and substance similar to the due execution, delivery and enforcement opinions delivered by counsel to Borrower in connection with the execution of this Agreement; (viii) The New Borrower shall deliver certificates and enter into agreements and covenants, or cause each of its Principals to deliver certificates and enter into agreements and covenants, which certificates, agreements and covenants shall be similar in nature to those delivered, executed or made by Borrower or Principal in connection with the execution of this Agreement relating to the single purpose, bankruptcy remote nature of the New Borrower and its Principals and the sufficient independence of the New Borrower and its managing principals to make the substantive consolidation of the bankruptcy of such parties unlikely, and the Permitted Transferee shall deliver opinions of counsel with respect to the foregoing rendered by an independent law firm reasonably satisfactory to Lender or (if a Securitization shall have occurred) the Rating Agencies; (ix) The Properties shall be managed by a Qualified Manager pursuant to a Replacement Management Agreement following such transfer; (x) The Properties shall be operated as first class full service hotels pursuant to Franchise Agreements or Replacement Franchise Agreements with a Qualified Franchisor; (xi) The Operating Leases shall have been terminated; (xii) Lender shall receive evidence of insurance policies in the name of the Permitted Transferee and otherwise in compliance with the terms of this Agreement; (xiii) If a Securitization shall have occurred, Borrower or the New Borrower shall deliver to Lender a Rating Confirmation; (xiv) Borrower shall cause the New Borrower and the New Borrower’s Principal, if applicable, to authorize Lender to file such UCC Financing Statements required by Lender with respect to the substitute Collateral; (xv) Borrower shall deliver, at its sole cost and expense, a UCC Insurance Policy insuring the new pledge agreement as a valid first lien on the Ownership Interest pledged thereunder and substantially identical to the UCC Insurance Policy delivered at the closing of the Loan; (xvi) The Permitted Transferee shall receive an Owner’s Title Policy reasonably acceptable to Lender; (xvii) Borrower shall cause the New Borrower to execute and deliver such other replacement loan and closing documents in substantially the same forms as the Loan Documents and such other closing documents as reasonably requested by Lender; and (xviii) If the Mortgage Loan is outstanding, Lender shall have received written consent; provided, confirmation from Mortgage Lender that (i) Mortgage Borrower has complied with all of the requirements of the Mortgage Loan Documents with respect to a Permitted Transfer involving an assignment transfer of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)Properties.

Permitted Transfer. Notwithstanding anything in the foregoing provisions of this Article 5 IX, the sale, conveyance or transfer of the Cross-collateralized Properties in their entirety, except as otherwise set forth in Section 9.04(B) (hereinafter, “Sale”) shall be permitted hereunder provided that each of the following terms and conditions are satisfied: (a) no Event of Default is then continuing hereunder or under any of the other Loan Documents and no O&M Operative Period shall have commenced and be continuing; (b) Lender shall have consented to the contrarySale, Tenant may assign its interest provided, however, such consent shall not be unreasonably withheld and, if the proposed Sale is to occur at any time after a Securitization, each Rating Agency shall have delivered written confirmation that any rating issued by such Rating Agency in this Lease or sublease all or any part connection with the Securitization will not, as a result of the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to proposed Sale, be downgraded from the Transferthen current ratings thereof, qualified or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consentwithdrawn; provided, however, that no request for consent to the Sale will be entertained by Lender if the proposed Sale is to occur within sixty (60) days of any contemplated sale of the Loan by Lender, whether in connection with a Securitization or otherwise; (c) Mortgagor gives Lender written notice of the terms of the proposed Sale not less than forty-five (45) days before the date on which such Sale is scheduled to close and, concurrently therewith, gives Lender (i) with respect all such information concerning the proposed transferee of the Property (hereinafter, “Buyer”) as Lender would require in evaluating an initial extension of credit to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Lawsborrower and Lender determines, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) its reasonable discretion that the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as Buyer is acceptable to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), Lender in all respects and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of non-refundable application fee equal to $7,500; (d) Mortgagor pays Lender, concurrently with the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary closing of such parent corporation or other entity that wholly owns TenantSale, or a corporation or other entity having a majority of its ownership non-refundable assumption fee in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand amount equal to at least Two Billion Dollars ($2,000,000,000x) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles one half of one percent (“GAAP”), (ii) outstanding debt of not more than sixty (60.5%) of the Permitted Transferee’s available cash on hand (as determined pursuant to then outstanding Loan Amount for the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, first such Sale and (iiiy) a market capitalization equal one percent (1.0%) of the then outstanding Loan Amount for each Sale thereafter, together with all reasonable out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred by Lender in connection with the Sale; (e) Buyer assumes all of the obligations under the Loan Documents and, prior to at least Five Billion Three Hundred Million Dollars or concurrently with the closing of such Sale, Buyer executes, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption and delivers such legal opinions as Lender may require; ($5,300,000,000).f) Mortgagor and Buyer execute, without any cost or expense to Lender, new financing statements or financing statement amendments and any additional documents reasonably requested by Lender;

Permitted Transfer. Notwithstanding anything in this Article 5 contained herein to the contrary, Tenant may assign its interest in this Lease or sublease all or any part of the Premises (each a “"Permitted Transfer”") to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s 's prior written consent; provided, that (i) Tenant gives Landlord a written notice of any Permitted Transfer not later than thirty (30) days prior to the effective date of such Permitted Transfer, (ii) Tenant is not in default under this Lease, (iii) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed)Transfer, (iiiv) the Permitted Transferee shall use the Premises only for the Permitted Use, (iiiv) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, and (ivvi) the occurrence of a Permitted Transfer shall not waive Landlord’s 's rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “"Affiliate” " means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns of Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenantentity, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “"Successor” " means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s 's obligations under this Lease are assumed by the Successor, Successor or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as or (iii) a franchisee of Tenant’s obligations under this Lease are assumed by the Successor; (C) “"Purchaser” " means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant,); and (D) “"Permitted Transferee” " means an Affiliate, Successor Successor, Purchaser or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of an entity that is an approved operator by the effective date of applicable New York governmental agency with respect to Tenant's business operations under the Permitted Transfer, License at the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)Premises.

Permitted Transfer. Notwithstanding anything in this Article 5 to the contrarycontrary contained in Section 11.01 above, Tenant may shall have the right, without Landlord’s consent, but upon not less than ten (10) days’ prior notice to Landlord, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign its interest in this Lease or sublease all or any part of the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in related corporation or other entity which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controlscontrols Tenant, is controlled byby Tenant, or is under common control with Tenant, (ii) or to a corporation or other successor entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in into which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation or which acquires substantially all of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, assets or property; or (iic) effectuate any public offering of Tenant’s stock on the successor New York Stock Exchange or surviving corporation or other entity in the NASDAQ over the counter market, provided that in the event of a merger or consolidation transfer pursuant to clause (b), the tangible net worth of Tenant’s successor entity after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and provided further that such successor entity assumes al! of the obligations and liabilities of Tenant with another corporation(any such entity hereinafter referred to as a “Permitted Transferee”). For the purpose of this Article 11 (i) “control” shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, so long and (ii) “tangible net worth” shall mean the excess of the value of tangible assets (i.e., assets excluding those which are intangible such as Tenant’s goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is Intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to Intentionally avoid its obligations under this Lease are assumed by the Successor; (C) “Purchaser” means for example, transferring its Interest to a shell corporation that subsequently files a bankruptcy), and any person such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or entity who a transfer of partnership or which acquires all membership interests, a stock transfer, or any sale of substantially all al of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” Tenant that do not meet the requirements of this Section 11.02 shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets an assignment or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transfereetransfer that requires Landlord’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined prior written consent pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)Section 11.01 above.

Permitted Transfer. Notwithstanding anything contained in this Article 5 11 to the contrary, but subject to compliance with all other provisions of this Lease, Tenant may assign its interest in this Lease or sublease all or any part of shall have the Premises right, upon thirty (each a “Permitted Transfer”30) to a Permitted Transferee (defined below) with days’ prior written notice to Landlord (delivered prior the “Permitted Transfer Notice”), to assign this Lease or sublet the TransferLeased Premises, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that to a “Tenant Affiliate” or a “Permitted Successor” (iboth as hereinafter defined), provided that: (a) with respect to a transfer to a Permitted Transfer involving Successor, the tangible net worth (exclusive of goodwill) of the Permitted Successor is equal to or greater than Tenant’s net worth on the date of Landlord’s execution of this Lease; (b) in the case of an assignment, the Tenant Affiliate or Permitted Successor shall unconditionally assume in writing, and shall be deemed to have assumed, this Lease and shall be jointly and severally liable with Tenant for all payments and for the due performance of all terms, covenants and conditions herein contained which are required to be paid and performed by Tenant; (c) no assignment shall be binding upon Landlord unless such assignee shall deliver to Landlord an instrument containing a covenant of assumption by such assignee, but the failure or refusal of such assignee to execute the same shall not release either the assignor or such assignee from its liability as set forth herein effective upon the consummation of such assignment; (d) the Tenant Affiliate or Permitted Successor (as applicable) shall have a good business reputation, as determined in Landlord’s reasonable judgment; (e) with respect to a transfer to a Tenant Affiliate, the Tenant Affiliate remains an affiliate meeting the definition of “Tenant Affiliate” for the duration of the subletting or the balance of the Lease Term in the event of an assignment, and neither Tenant nor any guarantor of this Lease, or of any of the obligations of Tenant hereunder, are dissolved as a matter of law as a consequence of the assignment or subletting or at any time thereafter; (f) no proposed assignment or sublease shall be effective unless any guarantor of this Lease, or of any of the obligations of Tenant hereunder, consents to such assignment or sublease and agrees in writing with Landlord that such transaction shall not affect such guarantor’s liability under its guaranty; and (g) the primary purpose of such assignment or sublease is for legitimate business reasons unrelated to this Lease and such assignment or sublease is not, in whole or in part, a subterfuge to avoid the obligations or restrictions set forth in this Lease. Tenant shall provide, in the Permitted Transferee assumes this Lease by Transfer Notice, a written assumption agreement delivered to Landlord prior to financial statement and such other information for the effective date of such Tenant Affiliate or Permitted Transfer Successor (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowedapplicable), (ii) to establish that the Permitted Transferee shall use proposed assignment or sublease meets the Premises only for the Permitted Use, (iii) the use requirements of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below)this Section 11.02, and (vi) such other information as Landlord may reasonably require to assess compliance with these terms. No assignment or subletting permitted by this paragraph shall relieve Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer)of its primary liability under this Lease. As used herein, : (Ai) the term “Tenant Affiliate” means any person partnership, corporation or other entity who or which controls, is controlled by, or is under common control with Tenant, ; (ii) a the term “Permitted Successor” means any partnership, corporation or other entity which shall be resulting from a wholly owned subsidiary of the merger or consolidation with Tenant, or any person or entity which acquires substantially all the assets, ownership interests or stock of Tenant as a going concern; (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the term “control” means ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars fifty percent ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (6050%) of the Permitted Transferee’s available cash on hand (as determined pursuant equity interests in, or the possession, directly or indirectly, of the power to direct or cause the foregoing subsection (i) according to direction of the Permitted Transferee’s most recent financial statementmanagement or policies of, determined in accordance with GAAP, the controlled entity; and (iiiiv) the term “Permitted Transfer” shall refer to any assignment or sublease to a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)Tenant Affiliate or Permitted Successor that does not require Landlord’s consent under this Section 11.02.

Permitted Transfer. Notwithstanding anything in this Article 5 to the contraryforegoing, Tenant may assign Transfer all or part of its interest in this Lease or sublease all or any part of the Premises (each a “Permitted Transfer”) to the following types of entities (a “Permitted Transferee (defined belowTransferee”) with notice to without the written consent of Landlord (delivered prior to or fulfilling the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use requirements of the Premises by the Permitted Transferee shall not violate foregoing subsections: (a) any other agreements parent, subsidiary or leases affecting the Property, affiliate corporation which Controls (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited Controlled by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control Control with TenantTenant (collectively, an “Affiliate”); (iib) a corporation or other entity which shall be a wholly owned subsidiary of the Tenantany corporation, (iii) the parent corporation or other entity that wholly owns Tenantlimited partnership, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporationlimited liability partnership, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant Tenant, an Affiliate of Tenant, or their respective corporate successors or assigns, is merged or consolidated consolidated, in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as in both cases (a) and (b), (i) Tenant’s obligations under this Lease hereunder are assumed by the Successor, or Permitted Transferee; and (ii) the successor or surviving corporation or other entity in Permitted Transferee satisfies the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, Net Worth Threshold as of the effective date of the Permitted Transfer; or (c) any corporation, limited partnership, limited liability partnership, limited liability company or other business entity which acquires all or substantially all of Tenant’s assets and/or ownership interests, if the Transferee satisfies the Net Worth Threshold as of the effective date of the Transfer; provided, that no such Permitted Transfer is a subterfuge by Tenant to avoid its obligations under this Lease. Tenant shall remain liable for the performance of all of the obligations of Tenant hereunder, or if Tenant no longer exists because of a merger, consolidation, or acquisition, the resulting tenant surviving or acquiring entity shall expressly assume in writing, the obligations of Tenant hereunder. Additionally, the Permitted Transferee shall comply with all of the terms and conditions of this Lease, whether accruing prior to and/or from and after the consummation of the Transfer. No later than ten (10) days prior to the effective date of any Permitted Transfer, Tenant shall (1) notify Landlord in writing of such Permitted Transfer, and (2) furnish Landlord with copies of (A) the instrument effecting any of the foregoing Permitted Transfers, (B) documentation establishing Tenant’s satisfaction of the requirements set forth above applicable to any such Permitted Transfer, and (3) evidence of insurance as required under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according with respect to the Permitted TransfereeTransferee (collectively, the “Permitted Transferee Information”). Landlord hereby acknowledges that the prospective transaction effecting a Permitted Transfer (“M&A Activity”) may be non-public and highly confidential. Landlord shall maintain all information on the M&A Activity, including the Permitted Transferee Information strictly confidential. The occurrence of a Permitted Transfer shall not waive Landlord’s most recent financial statementrights as to any subsequent Transfers. As used herein, the term “Net Worth Threshold” shall mean the proposed Permitted Transferee has a tangible net worth equal to or greater than that of the originally named Tenant as of December 31 of the year prior to the Commencement Date (determined in accordance with generally accepted accounting principles (consistently applied and excluding from the determination of total assets all assets which would be classified as intangible assets under generally accepted accounting principles, including, without limitation, goodwill, licenses, trademarks, trade names, copyrights and franchises The term “GAAP”), (ii) outstanding debt of not more than sixty (60%) Control” shall mean the possession of the Permitted Transferee’s available cash on hand (as determined pursuant power to direct or cause the foregoing subsection (i) according to direction of the Permitted Transferee’s most recent financial statementmanagement and policy of such corporation, determined in accordance with GAAPpartnership, limited liability company or other entity, whether through the ownership of voting securities, by statute or by contract, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)whether directly or indirectly through Affiliates.

Permitted Transfer. Notwithstanding anything in this Article 5 contained herein to the contrary, Tenant may assign its interest in this Lease Sublessee may, without Master Landlord or sublease all or Sublessor’s consent do any part of the Premises following (each each, a “Permitted Transfer”): (i) assign this Sublease or sub-sublease the Subleased Premises or any portion thereof to any subsidiary, parent or affiliate (meaning a Permitted Transferee (defined below) person or entity controlling, controlled by or under common control with notice to Landlord (delivered prior to Sublessee, as determined on the Transferbasis of controlling voting power, or the power, by contract or otherwise, to direct the management and policies of such person or entity) of Sublessee, (ii) assign this Sublease or sub-sublease the Subleased Premises or any portion thereof to any person in connection with a spinoff, split off or other similar transaction resulting in the distribution or transfer to shareholders of ▇▇▇▇▇▇▇ Realty Trust, Inc. of assets of ▇▇▇▇▇▇▇ Realty Trust, Inc. (a “Special Transaction”), (iii) in the event Tenant is prohibited from doing so by Applicable Laws of the assignment of this Sublease in connection with a Special Transaction, sub-sublease the Subleased Premises or contractual obligationsany portion thereof to ▇▇▇▇▇▇▇ Realty Trust, then Inc. or any subsidiary of ▇▇▇▇▇▇▇ Realty Trust, Inc., or (iv) assign this Sublease in connection with or as soon as reasonably practical) but without Landlorda result of a merger, consolidation or sale of all or substantially all of Sublessee’s prior written consent; provided, that assets (the assignee pursuant to any of clauses (i), (ii) or (iv), each a “Permitted Transferee”), provided that, (a) the use of the Subleased Premises is permitted by the terms of this Sublease, (b) the proposed use and occupancy of the Subleased Premises following the consummation of such Permitted Transfer shall otherwise fully comply with respect the terms of this Sublease and the Master Lease, (c) Sublessee shall provide notice to Master Landlord and Sublessor of such assignment or sub-sublease within thirty (30) days following such assignment or sublease, and (d) the resulting (or remaining, in the case of a sub-sublease) Sublessee hereunder following the consummation of each Permitted Transfer (whether by operation of law or otherwise) shall be the party primarily liable for all of the terms, conditions and obligations set forth in this Sublease and shall have a tangible net worth of not less than Fifty Million Dollars ($50,000,000) at the time of the consummation of such Permitted Transfer. While neither Master Landlord nor Sublessor’s consent shall be required in connection with a Permitted Transfer involving an assignment so long as the criteria set forth above has been complied with, Sublessor shall have the right, exercisable within ten (10) days of Sublessor’s receipt of notice of the assignment, time being of the essence, to elect to terminate this LeaseSublease on the date that is twelve (12) months from Sublessor’s receipt of notice of the proposed assignment. If Sublessor timely exercises such termination right, this Sublease shall terminate on the Permitted Transferee assumes last day of the twelfth (12th) full calendar month after Sublessor’s receipt of notice of the proposed assignment, and neither party shall have any further obligation to the other except as may have accrued under this Lease by a written assumption agreement delivered to Landlord Sublease prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)termination.

Permitted Transfer. (a) Notwithstanding anything the foregoing, unless the Loan is paid in this Article 5 to the contrary, Tenant may assign its interest full in this Lease connection with a sale or sublease all or any part conveyance of the Premises (each a “Permitted Transfer”) Property by Mortgage Borrower in accordance with Section 5.2.11 of the Mortgage Loan Agreement, Lender shall not unreasonably withhold, condition or delay its consent to a Permitted Transferee (defined below) one-time sale or conveyance of the Property in accordance with notice to Landlord (delivered prior to such Section 5.2.11 of the TransferMortgage Loan Agreement provided that each of the following conditions have, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligationsreasonable determination of Lender, then as soon as reasonably practicalbeen satisfied: (1) but without Landlord’s prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice Lender received at least thirty (30) day before days notice of such Transfer sale or conveyance; (unless 2) such notice sale or conveyance has been approved or deemed approved or is prohibited by applicable Law, permitted under the Mortgage Loan Documents and all conditions set forth in the Mortgage Loan Documents relating thereto have been satisfied; (3) no Event of Default shall have occurred and be continuing; (4) the sole member (and 100% equity owner) of the entity to which event Tenant the Property is sold or conveyed (the “New Borrower”) shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, single member Delaware limited liability company or other entity; company, (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger assume the Loan and consolidation all the agreements of business entitiesBorrower under the Loan Documents, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; and (C) “Purchaser” means any person or be a bankruptcy-remote special purpose entity who or which acquires all or substantially satisfies all of the assets conditions of Section 4.1.35 of this Agreement; (5) after giving effect to the proposed sale or equity interests conveyance, Lender shall have a first priority perfected security interest in 100% of Tenant; the membership interest owned by New Borrower in the entity to which the Property is sold or conveyed (Dthe “New Mortgage Borrower”) “Permitted Transferee” means an Affiliateand Borrower shall deliver, Successor or Purchaser. The “Credit Requirement” at its sole cost and expense, a new UCC Title Insurance Policy, insuring the new pledge referred to in clause (4) above, as a valid first lien on the Collateral and naming the New Borrower as owner of the Collateral, which new UCC Title Insurance Policy shall be deemed satisfied ifinsure that, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets Collateral shall not be subject to any additional exceptions or exceeds all of following minimum criteria immediately following liens other than those contained in the Transfer: relevant UCC Title Policy issued on the Closing Date; (i6) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according Lender has received a “non consolidation” opinion which may be relied upon by Lender, the Rating Agencies and their respective counsel, successors and assigns, with respect to the Permitted Transferee’s most recent financial statementsale or conveyance, determined which opinion shall be reasonably acceptable to Lender and, after a Securitization, the Rating Agencies; (7) such sale or conveyance shall not result in accordance with generally accepted accounting principles a violation of Section 4.1.44 hereof; (“GAAP”), 8) the obligations of Guarantor under the Loan Documents shall be assumed by a Replacement Guarantor; (ii9) outstanding debt Borrower shall deliver or cause to be delivered such original membership certificate evidencing the ownership by New Borrower of not more than sixty (60%) 100% of the Permitted Transfereemembership interest in New Mortgage Borrower and stock powers (which stock power shall be executed in blank) together with such opinions and other information as reasonably required by Lender (it being agreed that if Lender required such information in connection with the closing of the Loan, it shall be reasonable for Lender to request the same in connection with the sale or conveyance described herein); and (10) New Mortgage Borrower shall receive an owner’s available cash on hand (as determined pursuant Title Policy acceptable to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined Lender in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)all respects.

Permitted Transfer. Tenant shall have the right to Transfer all or any part of this Lease or T▇▇▇▇▇’s interest in the Premises to another entity, so long as that designee operates the Premises in a manner consistent with the uses permitted in this Lease without first procuring the written consent of Landlord, subject to the terms, covenants and conditions contained in this Lease. Notwithstanding anything in this Article 5 contained herein to the contrary, Tenant may assign its interest shall have the right, without Landlord’s consent, to enter into a Transfer to any subsidiary corporation of Tenant, Tenant’s parent corporation or to any other entity affiliated with Tenant, or to any entity determined by Tenant to be necessary or desirable in this Lease or sublease all or any part of connection with obtaining liquor licenses for the Premises (each including, without limitation, to an unaffiliated non-profit corporation), or to any entity resulting from a “Permitted Transfer”) consolidation, reorganization or merger to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires acquiring all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate. Tenant shall have the right, Successor without L▇▇▇▇▇▇▇’s consent, to sublease a portion of the Premises in furtherance of its operation, provided that such area is operated under the same trade name as Tenant and is not separately demised. Further and notwithstanding anything to the contrary in this Lease, Tenant may hypothecate its interest in the leasehold estate in connection with the financing of business operations of Tenant or PurchaserTenant’s affiliates without Landlord’s consent. The “Credit Requirement” Finally and notwithstanding anything contained in this Lease to the contrary, but subject in all cases to any restrictions, limitations, or contractual obligations and relationships of Landlord related to Premises, Tenant shall have the right to grant licenses, concessions and concession services, operating/management agreements and rentals for Events, upon prior notice to Landlord. All of the matters described in this Section 12.4 shall be deemed satisfied if, as not to be an assignment or sublease or a violation of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)Lease.

Permitted Transfer. Notwithstanding anything in this Article 5 to the contraryforegoing, Tenant may assign its interest in this Lease or sublease all or Landlord’s consent shall not be required for any part of the Premises following transfers (each of which shall be a “Permitted Transfer”): (1) a transfer to any person(s) or entity who controls, is controlled by or is under common control with tenant, (2) a transfer to any entity resulting from the merger, consolidation or other reorganization with Tenant, whether or not Tenant is the surviving entity or (3) a transfer to any person or legal entity which acquires all or substantially all of the assets or stock (or other ownership interests) of Tenant (each of the foregoing is hereinafter referred to as a “Permitted Transferee”); provided that before such assignment shall be effective, (a) said Permitted Transferee (defined below) with notice to Landlord (delivered prior to shall assume, in full, the Transfer, or in the event obligations of Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment of under this Lease, the Permitted Transferee assumes this Lease by a (b) Landlord shall be given written assumption agreement delivered to Landlord prior to the effective date notice of such Permitted Transfer assignment and assumption; (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iiic) the use of the Premises by the Permitted Transferee shall not violate any other agreements be the same use as for Tenant under the Lease; and (d) said Permitted Transferee shall have a “net worth” equal to or leases affecting greater than Tenant as measured as of the PropertyEffective Date. For purposes of this paragraph, (iv) the occurrence a public or private offering of Tenant stock is a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) and the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) term “Affiliatecontrol” means any person possession, directly or entity who or which controlsindirectly, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenantpower to direct or cause the direction of the management, (iii) the parent corporation or other entity that wholly owns Tenantaffairs and policies of anyone, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with whether through the ownership of Tenantvoting securities, by contract or (v) a Successor corporationotherwise. Notwithstanding the foregoing, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s shall remain primarily liable for its obligations under this the Lease are assumed and shall produce documentation reasonably requested by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of Landlord evidencing the Permitted Transfer. Any other assignment or sublease shall be only upon the prior written consent of Landlord which consent shall not be unreasonably withheld, the resulting tenant under this Lease meets delayed or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, conditioned and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)shall be further governed by Section 13.1 — 13.

Permitted Transfer. Notwithstanding anything The first sentence ofSection 16.8 of the Existing Lease is hereby amended and restated in this Article 5 to the contrary, its entirety as follows: "Tenant may assign its entire interest in this under tlus Lease or sublease all or any part a pmtion of the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to without the consent of Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that to: (i) with respect to a Permitted Transfer involving an assignment affiliate, subsidiaq or parent of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), Tenant; (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, any entity into wluch that Tenant or an affiliated party may merge or consolidate; (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; each a "Permitted Tmnsfer" and such transferee a "Permitted Tt·ansferee", provided that (Da) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of Tenant notifies Landlord at least twenty (20) days prior to the effective date of the Permitted any such Pemutted Transfer, the resulting tenant (b) Tenant is not in default and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: tills Lease, (ic) cash on hand equal to at least Two Billion Dollars such Pennitted Transferee shall have a tangible net worth ($2,000,000,000not including goodwill as an asset) according to the Permitted Transferee’s most recent financial statement, determined computed in accordance with generally accepted accounting accotmting principles (“GAAP”)"Net Worth") at least equal to the Net Worth of the original Tenant on the day inunediately preceding the effective date of such assignment or sublease and reasonably sufficient to comply with the obligations under this Lease, (iid) outstanding debt no assignment or sublease relating to this Lease, whetlter with or without Landlord's consent, shall relieve Tenant from any liability tmder this Lease, (e) the liability of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance such Pemutted Transferee tmder either an assignment or sublease shall be joint and several with GAAP, Tenant and each Guarantor; and (iiif) the ultimate parent company of any Pennitted Transferee executes a market capitalization equal to at least Five Billion Three Hundred Million Guaranty in favor of Landlord substantially in the fonn attached hereto as Exhibit D." monthly Ad:dittonal and 50/100 Dollars ($5,300,000,000578,482.50), subject to further adjustment as set fmih in Section 7 of tlus Amendment, including the adjustments to Base Rent tmder the Existing Lease for the last five (5) years of the Term. Within ten (10) days of receipt of an amendment to the Lease memorializing the adjustment of the Additional Base Rent pursuant to this Section 10 (the "Lease Amendment"), Tenant ▇▇▇▇.▇▇ to execute and deliver such Lease Amendment to Landlord, provided Tenant's failw·e to timely deliver the Lease Amendment shall not delay or preclude the adjustments to the Additional Base Rent as set fmih herein nor shall such failure negate Tenant's liability therefor. Post-Closing Environmental Report and Remediation. Tenant acknowledges that prior to the 11. Cmnmencement Date, Tenant's contl·actor discovered an estimated 4,000 gallon No. 2 heating oil tmderground storage tank (the ''UST") on the no1ihem portion of the Additional Parcel and that upon discove1y, a release to the soil adjacent to the UST was observed and reported to the New York State Department of Enviromnental Conservation (''NYSDEC"). Tenant's consultant removed the UST prior to tl1e Cmnmencement Date and has removed or is in the process of removing impacted soil and tmde11aking grotmdwater and soil sampling to determine any fmiher remediation that may be required at the Prenlises. Tenant shall be required to diligently complete the removal of any 4 ​

Permitted Transfer. Notwithstanding anything in this Article 5 contained herein to the contrary, Tenant may assign its interest in this Lease or sublease all or any part of the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s 's prior written consent; provided, that (i) Tenant gives Landlord a written notice of any Permitted Transfer not later than thirty (30) days prior to the effective date of such Permitted Transfer, (ii) Tenant is not in Default under this Lease, (iii) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed)Transfer, (iiiv) the Permitted Transferee shall use the Premises only for the Permitted Use, (iiiv) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (ivvi) the occurrence of a Permitted Transfer shall not waive Landlord’s 's rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vivii) Tenant shall have given Landlord written notice at least thirty be released from any liability under this Lease (30whether past, present or future) day before by reason of such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Permitted Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns of Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenantentity, or to a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any business entity (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s 's obligations under this Lease are assumed by the Successor, Successor or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as or (iii) a franchisee of Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; ,), and (D) “Permitted Transferee” means an Affiliate, Successor Successor, Purchaser or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of an entity that is an approved operator by the effective date of applicable New York governmental agency with respect to Tenant’s business operations at the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000).Premises

Permitted Transfer. Notwithstanding anything to the contrary in this Article 5 to the contraryLease, Tenant may may, without the consent of Landlord (and without being subject to Landlord’s rights under Section 10.3, below) assign its interest interests in this Lease to (i) an Affiliate of Tenant Parent, or sublease (ii) any assignee which acquires all or any part substantially all of the Premises business of Tenant Parent whether by stock purchase, asset purchase or other transfer, or (iii) any public offering of the securities of Tenant Parent, or (iv) any merger or combination of Tenant Parent, Tenant, and/or any parent entity of the foregoing (each a “Permitted Transfer”). For purposes of the foregoing, a sale of those assets of Tenant Parent and the Telx Affiliates that generates ninety percent (90%) to a Permitted Transferee (defined below) with notice to Landlord (delivered or more of the aggregate gross revenues of Tenant Parent and the Telx Affiliates for the last full Tenant Parent fiscal year prior to any such sale shall be deemed to constitute a sale of “substantially all” of the Transferassets of Tenant Parent and the Telx Affiliates. The term “Affiliate of Tenant Parent” as used herein shall mean any partnership, limited liability company, or in the event Tenant is prohibited from doing so by Applicable Laws corporation or contractual obligationsother entity, then as soon as reasonably practical) but without Landlord’s prior written consent; provideddirectly or indirectly, that (i) with respect to a Permitted Transfer involving an assignment of this Leasewhich through one or more intermediaries, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with TenantTenant Parent, and which entity has a Tangible Net Worth of not less than the Tangible Net Worth of Tenant Parent as of the date of the assignment to such entity. The term “Telx Affiliates” as used herein shall mean any individual, partnership, limited liability company, corporation, trust, real estate investment trust, association or other entity, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with Tenant Parent. The term “control”, as used in the two (ii2) immediately preceding sentences shall mean with respect to a corporation the right to exercise, directly or other entity which shall be a wholly owned subsidiary indirectly, fifty percent (50%) or more of the Tenant, (iii) voting rights attributable to the parent controlled corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having the power to elect a majority of its ownership in common with the ownership Board of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or PurchaserDirectors. The term “Credit RequirementTangible Net Worth” as used herein shall be deemed satisfied if, as mean the excess of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: total assets over total liabilities (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statementeach case, determined in accordance with GAAP) excluding from the determination of total assets all assets which would be classified as intangible assets under GAAP, including, without limitation, goodwill, licenses, patents, trademarks, trade names, copyrights, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)franchises.

Permitted Transfer. Notwithstanding anything in this Article 5 to If an Event of a Default on the contrarypart of Tenant does not then exist, Tenant may assign its interest in this Lease or sublease all or any part of the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfermay, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; providedconsent (but subject to Master Landlord’s consent to the extent required under the Master Lease), that sublet any portion of the Leased Premises or assign this Lease to (a) an Affiliate (defined below) of Tenant or (b) to (i) with respect a successor to Tenant by merger or consolidation, or (ii) a successor to Tenant by purchase of all or substantially all of Tenant’s assets (any transaction described in this sentence being referred to as a “Permitted Transfer” and any assignee pursuant to a Permitted Transfer involving an assignment of this Leasea “Permitted Transfer Assignee”), provided that (w) at least 10 business days before the Permitted Transferee assumes this Lease by a written assumption agreement delivered to transfer, Tenant notifies Landlord prior to the effective date of such Permitted Transfer transfer (unless such prior delivery notice is prohibited precluded by Applicable Lawsapplicable law or confidentiality agreement, in which event Tenant shall deliver such assumption agreement notify Landlord as soon as allowedsuch notice is permitted), (iix) any assignee executes and delivers to Landlord a commercially reasonable instrument pursuant to which the Permitted Transferee shall use the Premises only assignee assumes, for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transferbenefit, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary all of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed Lease; (y) in the case of a transaction covered by the Successorclause (b) above, or (ii) the successor or surviving corporation or other entity in the event of has a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; net worth (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined computed in accordance with generally accepted accounting principles principles, except that intangible assets such as goodwill, patents, copyrights, and trademarks shall be excluded in the calculation (“GAAPNet Worth”), (ii) outstanding debt immediately after the transfer that is not less than the Net Worth of not more than sixty (60%) Tenant immediately before either as of the Permitted Transferee’s available cash on hand (date of the transfer or as determined pursuant to of the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statementEffective Date, determined in accordance with GAAP, whichever is greater; and (iiiz) the transfer is made for a market capitalization equal good faith operating business purpose and not, whether in a single transaction or in a series of transactions, entered into in order to at least Five Billion Three Hundred Million Dollars ($5,300,000,000).evade the requirements of this Lease. As

Permitted Transfer. Notwithstanding anything in this Article 5 Section 16(a) above to the contrary, Tenant may assign its interest in this Lease or sublease all or any part of the Premises Property (each a “Permitted Transfer”"PERMITTED TRANSFER") to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s 's prior written consent; provided, that (i) Tenant gives Landlord a written notice of any Permitted Transfer not later than thirty (30) days prior to the effective date of such Permitted Transfer, together with current financial statements of Tenant and of the Permitted Transferee; (ii) Tenant is not in Default under this Lease; (iii) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer Transfer; (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (iiiv) the Permitted Transferee shall use the Premises Property only for the Permitted Use, ; (iiiv) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, ; (ivvi) the occurrence of a Permitted Transfer shall not waive Landlord’s 's rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), ; and (vivii) Tenant shall have given Landlord written notice at least thirty not be released from any liability under this Lease (30whether past, present or future) day before by reason of such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Permitted Transfer). As used herein, (A) “Affiliate” "AFFILIATE" means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” "SUCCESSOR" means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as (1) Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s 's obligations under this Lease are assumed by the Successor; and (2) the Tangible Net Worth of the Successor is not less than the greater of the Tangible Net Worth of Tenant on the date hereof or the Tangible Net Worth of Tenant immediately preceding the effective date of such merger or consolidation, (C) “Purchaser” "PURCHASER" means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant, so long as the Tangible Net Worth of the Purchaser is not less than the greater of the Tangible Net Worth of Tenant as of the date hereof or the Tangible Net Worth of Tenant immediately preceding such acquisition; (D) “Permitted Transferee” "PERMITTED TRANSFEREE" means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if; and (E) "TANGIBLE NET WORTH" means the excess of total assets over total liabilities, in each case as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles consistently applied (“"GAAP”"), (ii) outstanding debt excluding however, from the determination of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (total assets, all assets which would be classified as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with intangible assets under GAAP, including, without limitation, good will, licenses, patents, trademarks, trade names, copyrights and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)franchises.

Permitted Transfer. Notwithstanding anything in this Article 5 to the contrarycontrary in Section 13 of the Lease, provided that Tenant is not then in default of this Lease (beyond applicable notice and cure periods), Tenant may may, without Landlord’s consent and without triggering any right of Landlord to recapture the Premises, assign its interest in this Lease or sublease sublet all or any part of the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, any entity that (ia) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (ivb) a subsidiary of such parent corporation results from the merger or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership consolidation of Tenant, or (vc) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; Tenant (D) each, a “Permitted Transferee” means an Affiliate”), Successor provided that in any event described in subsection (a), (b) or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of (c) the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transferconditions are satisfied: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transfereesuch assignment or subletting is not a subterfuge for transferring Tenant’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”)leasehold estate, (ii) outstanding debt in the case of not more than sixty (60%) an assignment, the tangible net worth of such transferee is at least equal to the tangible net worth of Tenant as of the Permitted Transferee’s available cash on hand (as determined pursuant date of this Amendment or the date immediately prior to the foregoing subsection assignment (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAPwhichever is higher), and (iii) a market capitalization equal to Tenant gives Landlord at least Five Billion Three Hundred Million Dollars thirty ($5,300,000,00030) days’ prior written notice of such assignment or sublease along with any documentation reasonably requested by Landlord related to the required conditions provided above, as well as evidence of the assumption of Tenant’s obligations under this Lease by the assignee or sublessee (as the case may be) in the form reasonably acceptable to Landlord. All other provisions of the Lease (other than the requirement to obtain Landlord’s consent and Landlord’s ability to recapture the Premises) shall apply to a Permitted Transfer. Without limiting the foregoing, Tenant shall remain liable under this Lease, and in no event shall Tenant be released from liability in connection with any transfer (including, without limitation, any Permitted Transfer).

Permitted Transfer. Notwithstanding anything The first sentence ofSection 16.8 of the Existing Lease is hereby amended and restated in this Article 5 to the contrary, its entirety as follows: "Tenant may assign its entire interest in this under tlus Lease or sublease all or any part a pmtion of the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to without the consent of Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that to: (i) with respect to a Permitted Transfer involving an assignment affiliate, subsidiaq or parent of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), Tenant; (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, any entity into wluch that Tenant or an affiliated party may merge or consolidate; (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; each a "Permitted Tmnsfer" and such transferee a "Permitted Tt·ansferee", provided that (Da) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of Tenant notifies Landlord at least twenty (20) days prior to the effective date of the Permitted any such Pemutted Transfer, the resulting tenant (b) Tenant is not in default and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: tills Lease, (ic) cash on hand equal to at least Two Billion Dollars such Pennitted Transferee shall have a tangible net worth ($2,000,000,000not including goodwill as an asset) according to the Permitted Transferee’s most recent financial statement, determined computed in accordance with generally accepted accounting accotmting principles (“GAAP”)"Net Worth") at least equal to the Net Worth of the original Tenant on the day inunediately preceding the effective date of such assignment or sublease and reasonably sufficient to comply with the obligations under this Lease, (iid) outstanding debt no assignment or sublease relating to this Lease, whetlter with or without Landlord's consent, shall relieve Tenant from any liability tmder this Lease, (e) the liability of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance such Pemutted Transferee tmder either an assignment or sublease shall be joint and several with GAAP, Tenant and each Guarantor; and (iiif) the ultimate parent company of any Pennitted Transferee executes a market capitalization equal to at least Five Billion Three Hundred Million Guaranty in favor of Landlord substantially in the fonn attached hereto as Exhibit D." the monthly Ad:dittonal Two and 50/100 Dollars ($5,300,000,000578,482.50), subject to further adjustment as set fmih in Section 7 of tlus Amendment, including the adjustments to Base Rent tmder the Existing Lease for the last five (5) years of the Term. Within ten (10) days of receipt of an amendment to the Lease memorializing the adjustment of the Additional Base Rent pursuant to this Section 10 (the "Lease Amendment"), Tenant ▇▇▇▇.▇▇ to execute and deliver such Lease Amendment to Landlord, provided Tenant's failw·e to timely deliver the Lease Amendment shall not delay or preclude the adjustments to the Additional Base Rent as set fmih herein nor shall such failure negate Tenant's liability therefor. Post-Closing Environmental Report and Remediation. Tenant acknowledges that prior to the 11. Cmnmencement Date, Tenant's contl·actor discovered an estimated 4,000 gallon No. 2 heating oil tmderground storage tank (the ''UST") on the no1ihem portion of the Additional Parcel and that upon discove1y, a release to the soil adjacent to the UST was observed and reported to the New York State Department of Enviromnental Conservation (''NYSDEC"). Tenant's consultant removed the UST prior to tl1e Cmnmencement Date and has removed or is in the process of removing impacted soil and tmde11aking grotmdwater and soil sampling to determine any fmiher remediation that may be required at the Prenlises. Tenant shall be required to diligently complete the removal of any 4 ​

Permitted Transfer. Notwithstanding anything in this Article 5 to the contrarycontrary contained in Section 11.01 above, Tenant may shall have the right, without Landlord's consent, but upon ten (10) days' prior notice to Landlord, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign its interest in this Lease or sublease all or any part of the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in related corporation or other entity which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controlscontrols Tenant, is controlled byby Tenant, or is under common control with Tenant, (ii) or to a corporation or other successor entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in into which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation or which acquires substantially all of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, 's assets or property; or (iic) effectuate any public offering of Tenant's stock on the successor or surviving corporation or other entity NASDAQ Stock Market, provided that in the event of a merger or consolidation transfer pursuant to clause (b), such successor entity assumes all of the obligations and liabilities of Tenant with another corporation, so long (any such entity hereinafter referred to as Tenant’s a "Permitted Transferee"). For the purpose of this Article 11 (i) "control" shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease are assumed by the Successor; (C) “Purchaser” means for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any person such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or entity who a transfer of partnership or which acquires all membership interests, a stock transfer, or any sale of substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” Tenant that do not meet the requirements of this Section 11.02 shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets an assignment or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined transfer that requires Landlord's prior written consent pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)Section 11.01 above.

Permitted Transfer. Notwithstanding anything to the contrary contained in this Article 5 to the contraryXVIII, Tenant may shall have the right, without the prior written consent of Landlord, to (a) assign its interest in this Lease to an Affiliate (as defined below), to an entity created by merger, reorganization or recapitalization of or with Tenant, or to a purchaser of all or substantially all of Tenant’s assets or (b) to sublease all the Premises or any part of the Premises thereof to an Affiliate (each each, a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent); provided, however, that (i) with respect to a such Permitted Transfer involving an assignment of is for a valid business purpose and not to avoid any obligations under this Lease, (ii) the Permitted Transferee assumes this Lease by is publicly traded and shall have, immediately after giving effect to such assignment, a written assumption agreement delivered to Landlord Comparable Financial Status (as defined below), (iii) no later than twenty (20) days prior to the effective date of such the Permitted Transfer (unless such prior delivery is prohibited by Applicable LawsTransfer, in which event Tenant shall deliver such assumption agreement as soon as allowed)give notice to Landlord, (ii) which notice shall include the Permitted full name and address of the Transferee, and a copy of all agreements executed between Tenant and the Transferee shall use with respect to the Premises only for or part thereof, as may be the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Propertycase, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, no later than fifteen (v15) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of after the effective date of the Permitted Transfer, the resulting tenant under this Lease meets assignee or exceeds all sublessee shall provide the documentation required pursuant to Section 18.1(b) above, and (v) within ten (10) days after Landlord’s written request, provide such reasonable documents or information which Landlord reasonably requests for the purpose of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to substantiating whether or not the Permitted Transferee’s most recent financial statement, determined Transfer is to an Affiliate or is otherwise in accordance with generally accepted accounting principles the terms and conditions of this Section. As used herein, “Affiliate” shall mean any Person (as defined below) which is currently owned or Controlled by, owns or Controls, or is under common ownership or Control with Tenant. For purposes of this definition, the word “GAAP”)Control,” as used above means, (ii) outstanding debt of not with respect to a Person that is a corporation, the right to exercise, directly or indirectly, more than sixty fifty percent (6050%) of the Permitted Transferee’s available cash on hand (as determined pursuant voting rights attributable to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000).the

Permitted Transfer. Notwithstanding anything to the contrary set forth in this Article 5 Lease, provided and upon condition that Tenant shall comply with the provisions of Sections 17.02 and 17.06 hereof, on fifteen (15) days’ prior written notice to the contraryLandlord, Tenant may assign its interest in or sublet this Lease without Landlord’s consent to (i) to an Affiliate (as hereinafter defined) of Tenant or sublease (ii) in connection with a merger or consolidation of Tenant or (iii) in the case of a sale of substantially all or any part of the Premises assets or corporate stock of Tenant, provided that in the case of (each ii) or (ii) above, the assignee or subtenant shall have a liquid net worth consisting of cash, cash equivalents and accounts receivable no older than ninety (90) days (less customary reserves for bad debts) of not less than Two Hundred Million Dollars ($200,000,000.00) (“Permitted Transfer”) to a Permitted Transferee (defined below) with notice ). Tenant shall furnish to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) with respect to a counterpart of any Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least within thirty (30) day before days of the date of its execution and any proof reasonably requested by Landlord substantiating the such assignment or sublet is a Permitted Transfer (including financial statements certified by an independent public accountant, if applicable). No Permitted Transfer shall be binding upon Landlord unless Tenant shall, concurrent with the delivery of an executed counterpart of such notice is prohibited by applicable LawPermitted Transfer, deliver to Landlord, in which event accordance with this provision, an agreement executed by the assignee or subtenant whereby such assignee or subtenant agrees unconditionally to be bound by and to perform all of the obligations of Tenant under this Lease arising after the date of the assignment or sublet, as may be applicable, and further agrees that notwithstanding such assignment or sublet, the provisions of this Article 17 shall give continue to be binding upon such notice within ten days following such Transfer)assignee or subtenant with respect to all future assignments and transfers. As used herein, (A) The term “Affiliate” means as used in this Section 17.09 shall mean any person or entity who or which that controls, is controlled by, by or is under common control with Tenant, (ii) a corporation . Any subsequent transfer by an Affiliate or other entity which shall be to whom a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant transfer is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations permitted under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially Section 17.09 shall again be subject to all of the assets terms and conditions of this Lease. “Control,” as used in this Article 17, shall mean the ownership, directly or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliateindirectly, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty fifty percent (6050%) of the Permitted Transferee’s available cash on hand voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of more than fifty percent (as determined 50%) of the voting interest in, any person or entity. Furthermore, notwithstanding anything herein to the contrary, employees of an Affiliate of Tenant shall be permitted to occupy and use the Premises pursuant to the foregoing subsection (i) according to terms of this Lease and such occupancy shall not be deemed a sublease or assignment in violation of the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)terms of this Lease so long as such Affiliate is not paying rent for such occupancy.

Permitted Transfer. Notwithstanding anything in this Article 5 Section 13.1 above to the contrary, Tenant may assign its interest in this Lease or sublease all or any part of the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined belowas hereinafter defined) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) Tenant gives Landlord a written notice of any Permitted Transfer not later than thirty (30) days prior to the effective date of such Permitted Transfer (unless prior notice of such Permitted Transfer is prohibited by applicable law, in which case Tenant shall provide notice promptly following the Permitted Transfer); (ii) Tenant is not in Default under this Lease beyond any applicable notice and cure period; (iii) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Lawsapplicable law, in which event case Tenant shall deliver provide such assumption agreement as soon as allowedpromptly following the Permitted Transfer), ; (iiiv) the Permitted Transferee shall use the Premises only for the Permitted Use, ; (iiiv) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, intentionally omitted; (ivvi) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), ; and (vivii) Tenant shall have given Landlord written notice at least thirty not be released from any liability under this Lease (30whether past, present or future) day before by reason of such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Permitted Transfer). As used herein, (A1) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with TenantTenant and which is solvent, including, without limitation, any Ibotta Related Entity, (ii2) a corporation or other entity which “control” shall be a wholly owned subsidiary mean the possession of the Tenant, (iii) power to direct the parent corporation or other management and policies of the applicable controlled entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with through the ownership of Tenantmore than fifty percent (50%) of the voting or equity securities or other ownership interests in such controlled entity or the power, directly or indirectly to direct or cause the direction of the management and policy of such entity, whether through the ownership of voting or equity securities or other ownership interests, by statute, according to the provisions of a contract, or otherwise, (v) a Successor corporation, limited liability company or other entity; (B3) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, or by reorganization or recapitalization, so long as (A) Tenant’s obligations under this Lease are assumed by the Successor, or Successor (iiwhich may be by operation of law); and (B) the successor or surviving corporation or other entity in the event of a merger or consolidation Tangible Net Worth of the Successor is not less than the Tangible Net Worth of Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000).preceding the

Permitted Transfer. Notwithstanding anything in the foregoing, and subject to Paragraph 6.1 of this Article 5 to Lease regarding the contraryuse of the Premises and Paragraph 6.6, Tenant may assign its interest in L▇▇▇▇▇▇▇’s prior written consent shall not be required for an assignment of this Lease or a sublease all or any part of the entire Premises to any of the following transferees (each such transferee being a “Permitted TransferTransferee”): (i) an Affiliate (hereafter defined in this Paragraph 14.3) of Tenant; (ii) a corporation or other valid entity into which Tenant merges or consolidates; and (iii) a transferee that purchases all of, or at least ninety percent (90%) of, Tenant’s assets. The assignment of this Lease to or a sublease of the entire Premises to a Permitted Transferee (defined below) with notice to Landlord (delivered prior shall be subject to the Transfer, or in the event following conditions: (A) Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s shall give Landlord prior written consentnotice of the name of any such assignee or subtenant; provided(B) any assignee shall assume, that (i) with respect to a Permitted Transfer involving an assignment in writing, for the benefit of Landlord all of Tenant’s obligations under this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Lawsand any subtenant shall agree, in which event writing, for the benefit of Landlord that such sublease is subject to and subordinate to this Lease; (C) the Tenant shall deliver such assumption agreement as soon as allowed), not be released from any obligations under this Lease; and (iiD) the Permitted Transferee shall use have a tangible net worth which is at least equal to the Premises only for greater of Tenant’s tangible net worth at the Permitted Use, (iii) the use time of the Premises by assignment or sublease, as applicable, or on the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer)Effective Date. As used herein, (A) The term “Affiliate” means as used herein shall mean any person partnership, limited liability company, or entity who corporation, which directly or which indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporationanother partnership, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successorcompany, or (ii) the successor or surviving corporation or other entity corporation. The term “control,” as used in the event of immediately preceding sentence shall mean with respect to a merger corporation the right to exercise, directly or consolidation of the Tenant with another corporationindirectly, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty fifty percent (6050%) of the Permitted Transferee’s available cash on hand (as determined pursuant voting rights attributable to the foregoing subsection (i) according controlled corporation, and, with respect to any partnership or, the Permitted Transferee’s most recent financial statementpossession, determined in accordance with GAAPdirectly or indirectly, and (iii) a market capitalization equal of the power to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)direct or cause the direction of the management or policies of the controlled partnership or limited liability company, as applicable.

Permitted Transfer. Notwithstanding anything in this Subject to Article 5 to the contrary4, Tenant Lessor may assign its interest in this Lease or sublease all transfer all, or any part of the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior of, its right, title and interest in and to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment of Property and its rights under this Lease, other than to any Significant Competitor (provided that this exclusion of Significant Competitors shall not apply if Lessor shall have properly declared a monetary Lease Event of Default or if a non- monetary Lease Event of Default shall have occurred and be continuing, or during the Permitted Transferee assumes period after an Intent to Renew Date if Lessee has not elected to renew this Lease by a written assumption agreement delivered such Intent to Landlord Renew Date pursuant to Section 5.1), on the following terms and conditions, each of which shall be satisfied prior to the effective date of the transfer (other than a transfer by a deed-in-lieu of foreclosure or similar transfer made in connection with an exercise of remedies under the Mortgage): (a) such Permitted Transfer transfer shall be in compliance with the Mortgage and related documents (unless if still in place) and with all Applicable Laws and shall not create a relationship which would violate any Applicable Law; (b) the transferor shall have given or at closing shall give to Lessee notice of such prior delivery is prohibited transfer, which notice shall contain such information and evidence as shall be reasonably necessary to establish compliance with this Article 23 and the name and address of the transferee for notices; (c) no transfer may be made of less than all of the legal parcels comprising the Property; (d) Lessor may not sell the Property or any interest therein, or permit the sale or other transfer of any direct or indirect interest of Lessor, to any Significant Competitor (provided that this prohibition on a sale or other transfer to a Significant Competitor shall not apply if Lessor shall have properly declared a monetary Lease Event of Default or if a non-monetary Lease Event of Default shall have occurred and be continuing, or during the period after an Intent to Renew Date if Lessee has not elected to renew this Lease by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowedIntent to Renew Date pursuant to Section 5.1), provided that Lessor’s indirect or direct member, beneficiary or Affiliate (iito the extent any such entity is a REIT) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting be prohibited from selling publicly traded shares of stock in such REIT; and (e) in the event that, after giving effect to ▇▇▇▇▇▇’s transfer of its interest in the Property and it rights under this Lease, there is more than one holder of an interest in the Property, (iv) the occurrence of a Permitted Transfer Lessor and such transferees shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity designate in the event notice to Lessee one point of a merger or consolidation of the Tenant with another corporationcontact for all notices, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of correspondence and Rent payments from ▇▇▇▇▇▇ from and after the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)such transfer.

Permitted Transfer. Notwithstanding anything in this Article 5 Section 15(a) above to the contrary, Tenant may assign or collaterally assign its interest in this Lease or sublease all or any part of the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) Tenant gives Landlord a written notice of any Permitted Transfer not later than thirty (30) days prior to the effective date of such Permitted Transfer, together with current financial statements of Tenant and of the Permitted Transferee; (ii) Tenant is not in Default under this Lease; (iii) with respect to a Permitted Transfer involving an assignment or a collateral assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer Transfer; (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (iiiv) the Permitted Transferee shall use the Premises only for the Permitted Use, ; (iiiv) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, ; (ivvi) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), ; and (vivii) Tenant shall have given Landlord written notice at least thirty not be released from any liability under this Lease (30whether past, present or future) day before by reason of such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Permitted Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (iiB) a corporation “Commercial Lender” means any bank or other entity commercial lending institution which shall be a wholly owned subsidiary of the provides business financing to Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (BC) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii1) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; and (C2) the Tangible Net Worth of the Successor is not less than the greater of the Tangible Net Worth of Tenant on the date hereof or the Tangible Net Worth of Tenant immediately preceding the effective date of such merger or consolidation, (D) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant, so long as the Tangible Net Worth of the Purchaser is not less than the greater of the Tangible Net Worth of Tenant as of the date hereof or the Tangible Net Worth of Tenant immediately preceding such acquisition; (DE) “Permitted Transferee” means an Affiliate, Commercial Lender, Successor or Purchaser. The ; and (F) “Credit RequirementTangible Net Worth” shall be deemed satisfied ifmeans the excess of total assets over total liabilities, in each case as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles consistently applied (“GAAP”), (ii) outstanding debt excluding however, from the determination of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (total assets, all assets which would be classified as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with intangible assets under GAAP, including, without limitation, good will, licenses, patents, trademarks, trade names, copyrights and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)franchises.

Permitted Transfer. Notwithstanding anything in this Article 5 to the contraryforegoing, Tenant may assign its interest in this Lease or sublease all sublet the Leased Premises or any part of the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transferportion thereof, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (iia) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transferpartnership, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person corporation or other entity who or which that controls, is controlled by, or is under common control with Tenant or Tenant’s parent (control being defined for such purposes as ownership of at least fifty percent (50%) of the equity interests in, and the power to direct the management of, the relevant entity) or (iib) a to any partnership, corporation or other entity which resulting from a merger or consolidation with Tenant or Tenant’s parent, or (c) to any person or entity that acquires substantially all the assets (including by means of a purchase of all or substantially all of Tenant’s stock, any such purchaser being a “Stock Purchaser”) of Tenant as a going concern (all of the foregoing, collectively, an “Affiliate”), provided that the following conditions are satisfied: (i) Landlord receives at least ten (10) days’ prior written notice (or, if such prior notice is prohibited by applicable Law, such lesser prior notice as shall be the earliest notice date permitted by applicable Law) of an assignment or subletting, together with evidence reasonably satisfactory to Landlord that the requirements of this Section 21.5 have been met; (ii) the tangible net worth of Tenant or the transferee is not less than Tenant’s tangible net worth immediately prior to the assignment or subletting or such Transfer (or series of transactions of which the same is a wholly owned subsidiary part) or as of the Tenantdate of this Lease, whichever is greater; (iii) except in the parent corporation case of an assignment where the assignor is dissolved as a matter of law following the series of transactions of which the assignment is a part and where such assignor makes sufficient reserves for contingent liabilities (including its obligations under this Lease) as required by applicable Law, the Affiliate remains an Affiliate for the duration of the subletting or other entity that wholly owns Tenant, or the balance of the term in the event of an assignment; (iv) a subsidiary the Affiliate or successor assumes (in the event of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority an assignment) in writing all of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed Lease; (v) Landlord receives a fully executed copy of an assignment or sublease agreement between Tenant and the Affiliate at least ten (10) days prior (or, if such prior delivery is prohibited by applicable Law, such later delivery as shall be the Successorearliest date permitted by applicable Law) to the effective date of such assignment or sublease or, or (ii) the successor or surviving corporation or other entity in the event case of a an assignment by merger or consolidation of the Tenant with another corporationstock purchase, so long as Tenant’s obligations under this Lease are assumed by the Successor; such later date (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of but no later than the effective date of the Permitted Transferassignment) on which the assignment agreement (which assignment document may, at Tenant’s election, be the merger agreement (or a copy of the statutory certificate of merger) or the stock purchase agreement if the assignment is effected by means thereof) is executed by the parties thereto, and (vi) in the case of an assignment, the resulting tenant essential purpose of such assignment is to transfer an active, ongoing business with substantial assets in addition to this Lease, and in the case of an assignment or a sublease, the transaction is for legitimate business purposes unrelated to this Lease and the transaction is not a subterfuge by Tenant to avoid its obligations under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash restrictions on hand equal assignment and subletting contained herein. A Transfer to at least Two Billion Dollars ($2,000,000,000) according an Affiliate that satisfies the foregoing conditions shall be referred to the as a “Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (” and such Transfer as a “GAAPPermitted Transfer”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000).

Permitted Transfer. Notwithstanding anything in the foregoing, and subject to Paragraph 6,1 of this Article 5 to Lease regarding the contraryuse of the Premises and Paragraph 6.6, Tenant may assign its interest in Landlord’s prior written consent shall not be required for an assignment of this Lease or a sublease all or any part of the entire Premises to any of the following transferees (each such transferee being a “Permitted TransferTransferee”): (i) an Affiliate (hereafter defined in this Paragraph 14.3) of Tenant; (ii) a corporation or other valid entity into which Tenant merges or consolidates; and (iii) a transferee that purchases all of, or at least ninety percent (90%) of, Tenant’s assets. The assignment of this Lease to or a sublease of the entire Premises to a Permitted Transferee (defined below) with notice to Landlord (delivered prior shall be subject to the Transfer, or in the event following conditions: (A) Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s shall give Landlord prior written consentnotice of the name of any such assignee or subtenant; provided(B) any assignee shall assume, that (i) with respect to a Permitted Transfer involving an assignment in writing, for the benefit of Landlord all of Tenant’s obligations under this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Lawsand any subtenant shall agree, in which event writing, for the benefit of Landlord that such sublease is subject to and subordinate to this Lease; (C) the Tenant shall deliver such assumption agreement as soon as allowed), not be released from any obligations under this Lease; and (iiD) the Permitted Transferee shall use have a tangible net worth which is at least equal to the Premises only for greater of Tenant’s tangible net worth at the Permitted Use, (iii) the use time of the Premises by assignment or sublease, as applicable, or on the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer)Effective Date. As used herein, (A) The term “Affiliate” means as used herein shall mean any person partnership, limited liability company, or entity who corporation, which directly or which indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporationanother partnership, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successorcompany, or (ii) the successor or surviving corporation or other entity corporation. The term “control” as used in the event of immediately preceding sentence shall mean with respect to a merger corporation the right to exercise, directly or consolidation of the Tenant with another corporationindirectly, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty fifty percent (6050%) of the Permitted Transferee’s available cash on hand (as determined pursuant voting rights attributable to the foregoing subsection (i) according controlled corporation, and, with respect to any partnership or, the Permitted Transferee’s most recent financial statementpossession, determined in accordance with GAAPdirectly or indirectly, and (iii) a market capitalization equal of the power to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)direct or cause the direction of the management or policies of the controlled partnership or limited liability company, as applicable.

Permitted Transfer. Notwithstanding anything Section 15(a) above, each of the following will be a “Permitted Transfer” and will not require prior the consent of Landlord: (i) a transfer (directly or indirectly) of any or all of the stock or other ownership interests in this Article 5 Tenant so long as Tenant is a corporation, limited liability company, partnership, or similar entity (unless such transfer is a subterfuge as described immediately above); (ii) any other transaction that creates a Qualified Successor to Tenant so long as Tenant is a corporation, limited liability company, partnership, or similar entity; (iii) a sale of all or substantially all of Tenant’s assets to a Qualified Purchaser; (iv) any listing or registration of Tenant or its stock on a recognized security exchange; (v) any subleases or similar arrangements that, in the contraryaggregate, cover less than 20,000 square feet of the Premises and that are made to allow vendors, services suppliers, or customers of Tenant may assign to operate in the Premises in ways that Tenant considers to be necessary or helpful to its interest in business; and (vi) any assignment of this Lease or sublease of all or any part of the Premises Premises, to an Affiliate of Tenant; provided, that: (each i) Tenant gives Landlord a “Permitted Transfer”written notice of (x) any assignment or sublease to a Permitted Transferee the Affiliate not later than thirty (defined below30) with notice to Landlord (delivered days prior to the Transfereffective date of such assignment or sublease, together with current financial statements of Tenant and of the Affiliate, and (y) any other Permitted Transfer not later than ten (10) days prior to the effective date of such Transfer (or in the event upon such later date that Tenant is first permitted to give such notice if prohibited from doing so by Applicable Laws law or contractual obligationscontract to give such prior notice prior to such Transfer), then as soon as reasonably practicaltogether with current financial statements of Tenant and of the transferee; (ii) but without Landlord’s prior written consentno Default by Tenant has occurred and is continuing under this Lease; provided, that (iiii) with respect to a Permitted any such Transfer involving that involves an assignment of this Lease, the Permitted Transferee assignee assumes this Lease by a written assumption agreement delivered to Landlord on or prior to the effective date of such Permitted Transfer assignment; (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (iivi) the Permitted Transferee transferee shall use the Premises only for the Permitted Use, Uses; (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (ivv) the occurrence of a Permitted the Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), ; and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means not be released from any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed (whether past, present or future) by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation reason of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000).

Permitted Transfer. Notwithstanding anything in this Article 5 to the contrarycontrary contained in Section 8.1 above, Tenant may shall have the right to assign its interest in this Lease without Landlord's consent but only in the event this Lease is assigned pursuant to this Section 8.2. Tenant shall deliver to Landlord not less than ten (10) days' prior written notice of such assignment), to (a) sublet all or sublease part of the Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in related corporation or other entity which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controlscontrols Tenant, is controlled byby Tenant, or is under common control with Tenant, (ii) or to a corporation or other successor entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's assets or property; or (c) effectuate any public offering of Tenant's stock on the New York Stock Exchange or in accordance with applicable statutory provisions governing merger the NASDAQ over the counter market (any such entity hereinafter referred to as a "Permitted Transferee"). For the purpose of this Section 8.2, "control" shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and consolidation equitable interest in such corporation or entity. Any such transfer shall not relieve Tenant of business entities, so long its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as Tenant’s part of a fraud or subterfuge to intentionally avoid its obligations under this Lease are assumed by (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. In addition, the Successorfollowing events shall not require Landlord's consent (and Tenant shall have the right to do, permit and/or perform all or any of the following from time to time in Tenant's sole discretion): (a) any change in control and/or ownership of Tenant resulting from a merger, consolidation, or (ii) the successor a transfer of partnership or surviving corporation membership interests, a stock transfer, or other entity in the event any sale of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; or (Db) “Permitted Transferee” means an Affiliatethe sale, Successor exchange, issuance or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as other transfer of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets Tenant's or exceeds all of following minimum criteria immediately following the Transfer: Tenant's parent entity's stock (i) cash either on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000national exchange or otherwise).

Permitted Transfer. Notwithstanding anything (a) Without limiting the provisions of Section 5.2.10 hereof, in this Article 5 the event that Mortgage Borrower is permitted to the contrary, Tenant may assign its interest in this Lease or sublease transfer all or any part of the Premises (each Properties pursuant to Section 6.14 of the Mortgage Loan Agreement, Lender shall not unreasonably withhold its consent to a “Permitted Transfer”) one-time sale, assignment, or other transfer of all of the Properties to a Permitted Transferee (defined below), provided that (w) with notice to Landlord Lender receives sixty (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical60) but without Landlord’s days’ prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date notice of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed)transfer, (iix) the Borrower or such Permitted Transferee shall use pay, concurrently with the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary closing of such parent corporation sale, assignment or other entity that wholly owns Tenanttransfer, or a corporation or other entity having a majority of its ownership non-refundable transfer fee in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand amount equal to at least Two Billion Dollars one-quarter of one percent ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (600.25%) of the Permitted Transferee’s available cash on hand then outstanding principal balance of the Note, (y) no Event of Default has occurred and is continuing under this Agreement, the Pledge Agreement, the Note or the other Loan Documents and (z) upon the satisfaction (in the reasonable determination of Lender) of such conditions as determined pursuant to may be reasonably imposed by Lender, which may include, but shall not be limited to, the foregoing subsection following matters: (i) according Borrower or such Permitted Transferee shall pay any and all reasonable out-of-pocket costs incurred in connection with the transfer (including, without limitation, Lender’s reasonable counsel fees and disbursements and all recording fees, title insurance premiums and mortgage and intangible taxes); (ii) Borrower shall cause the transferee to comply with all of the Permitted Transferee’s most recent financial statementrequirements of Section 4.1.35 hereof and to be wholly owned and controlled by one or more Institutional Investors or shall itself be an Institutional Investor, determined and, in accordance with GAAPaddition, Lender shall be reasonably satisfied that each such Institutional Investor (1) is generally creditworthy and reputable, (2) is free from any pending or existing bankruptcy, reorganization or insolvency proceedings in which such party is the debtor, (3) is not, at the time of transfer or in the past, a litigant, plaintiff or defendant in any suit brought against or by Lender, (4) has not been found by a court of competent jurisdiction to have committed a crime, fraud or similar malfeasance, (5) has not been indicted for any crime, and (6) has experience and a track record in owning and operating facilities similar to the Properties, in the case of each of clauses (1) through (5) above, as reasonably determined by Lender based on a Lexis/Nexis or similar background search of each such Person and its Affiliates (the “Permitted Transferee”); (iii) Borrower shall cause the transferee to assume all of the obligations of Borrower arising from and after the transfer of this Agreement, the Note and the other Loan Documents and a market capitalization equal replacement guarantor acceptable to at least Five Billion Three Hundred Million Dollars Lender in all respects shall assume all of the obligations of Guarantor, accruing from and after the date of such transfer, under the Guaranty, in each case, in a manner reasonably satisfactory to Lender in all respects, including, without limitation, by entering into an assumption agreement ($5,300,000,000the “Assumption Agreement”) in form and substance reasonably satisfactory to Lender and delivering such legal opinions as Lender may reasonably require; (iv) Borrower shall cause Mortgage Borrower to satisfy the conditions set forth in Section 6.14 of the Mortgage Loan Agreement (it being agreed that Lender shall have the same rights to approve such transfer as the Mortgage Lender has).; (v) Intentionally Omitted;

Permitted Transfer. Notwithstanding anything in this Article 5 Section 13 to the contrary, and provided there is no uncured Event of Default under this Lease, Tenant may shall have the right, without the prior written consent of Landlord, to (i) assign its interest in this Lease to an Affiliate, or to an entity created by merger, reorganization or recapitalization of or with Tenant, or to a purchaser of all or substantially all of Tenant’s assets or (ii) sublease all the Premises or any part of the Premises thereof to an Affiliate (each each, a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent); provided, however, that (iA) with respect to a such Permitted Transfer involving an assignment of is for a valid business purpose and not to avoid any obligations under this Lease, (B) the Permitted Transferee assumes this Lease by assignee is a written assumption agreement delivered reputable entity of good character and shall have, immediately after giving effect to Landlord such assignment, an aggregate tangible net worth (computed in accordance with GAAP and exclusive of goodwill) at least equal to $100,000,000, (C) no later than ten (10) days prior to the effective date of such the Permitted Transfer (unless such prior delivery is prohibited by Applicable LawsTransfer, in which event Tenant shall deliver give notice to Landlord which notice shall include the full name and address of the assignee or subtenant, and a copy of all agreements executed between Tenant and the assignee or subtenant with respect to the Premises or part thereof, as may be the case (provided, however, upon the written request of Tenant, Landlord shall execute a commercially reasonable non-disclosure agreement prior to Tenant’s transmittal of such assumption agreement as soon as alloweddocumentation to Landlord), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of no later than fifteen (15) days after the effective date of the Permitted Transfer, the resulting tenant under this Lease meets assignee or exceeds all sublessee shall provide the documentation required pursuant to Section 13.8 below, (E) within ten (10) days after Landlord’s written request, Tenant shall provide such reasonable documents or information which Landlord reasonably requests for the purpose of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to substantiating whether or not the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant Transfer is to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000).-30-

Permitted Transfer. Notwithstanding anything to the contrary set forth in this Article 5 to Article, the contraryfollowing Transfers (each, Tenant may assign its interest in this Lease or sublease all or any part of the Premises (each a “Permitted Transfer”) to will not require Landlord’s consent: the day-to-day sale and exchange of ownership interests in a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transferpublicly traded entity on a recognized, domestic, national securities exchange or over-the-counter in the event Tenant is prohibited from doing so by Applicable Laws ordinary course of business or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment or subletting of all or a portion of the Premises to an Affiliate of Tenant, provided that, in each case, all the following conditions are satisfied: (a) the transferee assumes, in full, the obligations of Tenant under this Lease, the Permitted Transferee assumes ; (b) Tenant remains fully liable under this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer Lease; (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iiic) the use of the Premises by remains unchanged; (d) after such transaction is effected, the Permitted Transferee shall not violate any tangible net worth of the tenant hereunder is equal to or greater than the tangible net worth of Tenant as of the date of this Lease; (e) Landlord will have received an executed copy of all documentation effecting such transfer on or before its effective date that satisfies the conditions set forth herein and includes an assignment and assumption agreement or other agreements or leases affecting the Property, appropriate written documentation; and (ivf) the occurrence of same is not a subterfuge by Tenant to avoid its obligations under this Lease. A “Permitted Transferee” is any Transferee pursuant to a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) An “Affiliate” means any person or is an entity who or which controls, that is controlled by, controls, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) party. “SuccessorControl” means any (i) business entity in which the ownership, directly or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation indirectly, of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars fifty-one percent ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (6051%) of the Permitted Transferee’s available cash on hand (as determined pursuant voting securities of, or possession of the right to vote, in the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statementordinary direction of its affairs, determined in accordance with GAAP, and (iii) a market capitalization equal to of at least Five Billion Three Hundred Million Dollars fifty-one percent ($5,300,000,000)51%) of the voting interest in any entity.

Permitted Transfer. Notwithstanding anything in this Article 5 15 of the Lease to the contrary, and provided there is no event of default under the Lease continuing beyond any applicable notice from Landlord and Tenant’s failure to cure such event of default within any applicable cure period provided under the Lease, Tenant may shall have the right, without the prior written consent of Landlord, to (a) assign its interest in the Lease to an Affiliate (as defined below), to an entity created by merger, reorganization or recapitalization of or with Tenant, or to a purchaser of all or substantially all of Tenant’s assets; (b) assign this Lease to QIG GROUP, LLC, a Delaware limited liability company (the “Permitted Transferee”) following the date that the Permitted Transferee meets an aggregate tangible net worth (exclusive of goodwill), computed in accordance with generally accepted accounting principles, in excess of $50,000,000.00 (collectively, the “Net Worth Minimum Amount”); or (c) sublease all the Leased Premises or any part of the Premises thereof to an Affiliate (each each, a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent); provided, however, that (i) with respect to the assignee is a Permitted Transfer involving an assignment reputable entity of this Lease, good character and except for the Permitted Transferee assumes this Lease by a written assumption agreement delivered Transferee, shall have, immediately after giving effect to Landlord such assignment, an aggregate net worth (computed in accordance with GAAP) at least equal to $100,000,000.00, (ii) no later than fifteen (15) days prior to the effective date of such the Permitted Transfer (unless such prior delivery is prohibited by Applicable LawsTransfer, in which event Tenant shall deliver such assumption agreement give notice to Landlord which notice shall include the full name and address of the assignee or subtenant, and a copy of all agreements executed between Tenant and the assignee or subtenant with respect to the Leased Premises or part thereof, as soon as allowed), (ii) may be the Permitted Transferee shall use the Premises only for the Permitted Usecase, (iii) no later than fifteen (15) days after the use effective date of the Premises by Permitted Transfer, the Permitted Transferee assignee or sublessee shall not violate any other agreements or leases affecting provide the Propertydocumentation required pursuant to Section 15.7 of the Lease, and (iv) within ten (10) days after Landlord’s written request, provide such reasonable documents or information which Landlord reasonably requests for the occurrence purpose of substantiating whether or not the Permitted Transfer is to an Affiliate or is otherwise in substantial accordance with the terms and conditions of this Rider 1. Tenant shall not have the right to perform a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the date of the effective date of the Permitted Transfer, an event of default is continuing beyond any applicable notice from Landlord and Tenant’s failure to cure such event of default within any applicable cure period provided under the resulting tenant under Lease. In the event that Tenant elects to assign this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee, Tenant shall, within ten (10) days after Landlord’s most recent written request, provide such reasonable documents or information which Landlord reasonably requests for the purpose of substantiating whether or not the Tenant has satisfied the Net Worth Minimum Amount, including without limitation, a financial statement certified by an executive officer of Tenant setting forth and demonstrating the amount of Tenant’s net worth. This certification shall be made under oath and state that the executive officer has read the statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of knowns the Permitted Transferee’s available cash on hand (as determined pursuant to contents thereof and that the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, contents are true and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)correct.

Permitted Transfer. Notwithstanding anything contained in this Article 5 Section 23 to the contrary, Tenant may may, without Landlord’s prior consent, assign or transfer its entire interest in this Lease or sublease all or any part portion of the Premises Premises: (each a) to an entity (herein sometimes referred to as a “Permitted Transfersuccessor entity”) into or with which Tenant shall be merged or consolidated, or to which substantially all of the assets of Tenant may be transferred, provided that such successor entity shall have a Permitted Transferee (defined below) with notice to Landlord (delivered prior net worth immediately following the merger or consolidation which is at least equal to the Transfer, or in net worth of Tenant as of the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment date of this Lease, Lease and provided that the Permitted Transferee assumes successor corporation shall assume in writing all obligations and liabilities of Tenant under this Lease or shall assume the same by a written assumption agreement delivered operation of law, to Landlord prior to the extent accruing from and after the effective date of such Permitted Transfer the subject transaction; or (unless such prior delivery is prohibited b) to an entity (herein sometimes referred to as a “related entity”) which shall control, be controlled by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is be under common control with Tenant. In the event of any such assignment, transfer or subletting described in (iib) a corporation or above, Tenant shall remain fully liable for the payment of all rent and other entity which shall charges required hereunder and for the performance of all obligations to be a wholly owned subsidiary of the Tenantperformed by Tenant hereunder; provided, (iii) the parent corporation or other entity that wholly owns Tenanthowever, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of an assignment or transfer described in (b) above to an entity which has a merger net worth equal to or consolidation in excess of the net worth of Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, existing as of the effective date of this Lease, as reflected in the Permitted Transfer, financial statements for the resulting tenant under this Lease meets assignee or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined transferee prepared by an independent certified public accountant in accordance with generally accepted accounting principles practices and delivered to Landlord, then Tenant shall be released from all liability under this Lease to the extent such assignee or transferee assumes in writing all obligations of Tenant under this Lease. For purposes of clause (b) above, “GAAP”)control” shall be deemed to be ownership, (ii) outstanding debt of not more than sixty (60%) direct or indirect, of the Permitted Transferee’s available cash on hand (as determined pursuant power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise to the foregoing subsection extent not restricted by applicable law. Tenant shall deliver to Landlord notice of its assignment or sublease described in this Section 23.F within two (2) business days after the same becomes effective, together with sufficient information regarding the transaction as is reasonably necessary to confirm that the transaction meets the qualifications set forth in this Section 23.F. Notwithstanding anything to the contrary set forth in this Lease, (i) according Tenant may permit any personnel of any “related entity” or any business partner or client of Tenant to occupy space in the Permitted TransfereePremises without the receipt of Landlord’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)consent.

Permitted Transfer. Notwithstanding anything The term “Permitted Transfer shall mean any Transfer of Shares (i) by gift by any Shareholder who is a natural Person to his spouse, children or grandchildren (whether by blood, adoption or marriage) or to trustees of a trust for the exclusive benefit of such Shareholder, his spouse, children or grandchildren (whether by blood, adoption or marriage) provided, however, that, unless otherwise consented to by the Board, such Shareholder retains voting control of the Shares so transferred or the arrangements with respect to such transfer are otherwise reasonably satisfactory to 75% of the other Shareholders and provided that the transferring Shareholder retains exclusive power to exercise all rights under this Agreement; (ii) between any Shareholder who is a natural Person and such Shareholder’s guardian or conservator; (iii) upon or after the death of a Shareholder who is a natural Person, by will, intestacy laws, or the laws of survivorship to such Shareholder’s legal representative, heirs or legatees; (iv) by a Shareholder to the Company; (v) pursuant to a Public Offering of such Shares; (vi) to the extent not prohibited by any pledge agreement required under Section 12 hereof, by way of pledge to a bank or recognized financial institution (provided that any foreclosure or other action taken against the pledge by the pledgee shall be subject to the provisions of Section 6 hereof); (vii) by way of pledge to any Person for the benefit of the Company pursuant to any pledge agreement contemplated by the credit agreement referred to in Section 1.14 hereof or a pledge agreement required under Section 12 hereof (including without limitation, any sale or other Transfer pursuant to the exercise of any right or remedy under such pledge agreement); (viii) to a Person provided that the Shareholder is, and at all times remains, the majority owner of all of the issued and outstanding voting equity of such Person; (ix) to a Person that is, or is directly or indirectly controlled by, the Person controlling such Shareholder, provided that such Permitted Transferee has not been formed solely for the purpose of engaging in a Permitted Transfer (provided, however, that any event which ▇▇▇▇▇▇ the Control relationship shall be deemed to be a Transfer subject to the restrictions provided in this Article 5 Agreement); (x) to the contraryequity owners of a Shareholder which is a corporation or partnership upon the dissolution of such corporation or partnership; (xi) in the event a Shareholder is or becomes, Tenant may assign its interest in this Lease or sublease all is or any part becomes controlled by, an “investment company” subject to the provisions of the Premises Investment Company Act of 1940, a transfer which is necessary to effect compliance with such act or the rules and regulations thereunder; and (each xii) from the custodian or trustee of an individual retirement account or other self directed employee benefit plan to the beneficiary of such account or plan or to the custodian or trustee of another individual retirement account or self directed employee benefit plan; provided, however, that in the case of any such Transfer (other than a transfer pursuant to clause (vii)), the transferred Shares shall remain subject to the provisions of this Agreement in the hands of the Permitted Transferee, the Permitted Transferee shall execute an agreement, in substantially the form of Exhibit 1 hereto, agreeing to be bound by the terms and conditions of this Agreement and the Shareholder shall submit copies of all pertinent documentation at least five days prior to completion of the transaction to demonstrate that the Transfer is a Permitted Transfer; provided further, that any such Transfer (other than a transfer pursuant to clause (vii)), will not be deemed to be a “Permitted Transfer”” (a) to a Permitted Transferee the extent prohibited by Section 3(a) of this Agreement or (defined belowb) with notice to Landlord (delivered prior to the Transfer, or in extent that compliance with the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practicalrequirements of Section 3(b) but without Landlord’s prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall Agreement have not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)been met.

Permitted Transfer. Notwithstanding anything in this Article 5 to the contrarycontrary contained in Section 5.2.10 hereof, Tenant may assign Lender shall not unreasonably withhold its interest in this Lease consent to a one-time sale, assignment, or sublease other transfer of all or any part of the Premises Properties provided that (each a “Permitted Transfer”a) to a Permitted Lender receives at least sixty (60) days prior written notice of such transfer, (b) no Event of Default has occurred and is continuing under this Agreement, the Security Instrument, the Note or the other Loan Documents and (c) upon the satisfaction (in the reasonable determination of Lender) of the following conditions: (a) Borrower or Transferee (defined below) shall pay any and all costs incurred in connection with notice the transfer (including, without limitation, Lender's reasonable counsel fees and disbursements and all recording fees, transfer taxes, title insurance premiums and mortgage and intangible taxes); (b) The proposed transferee (the "Transferee") shall comply with all of the requirements of Section 4.1.35 hereof; (c) Transferee shall be a Permitted Owner or wholly owned and controlled by a Permitted Owner; (d) Transferee shall assume all of the obligations of Borrower under the Note, the Security Instrument, this Agreement and the other Loan Documents, and the Permitted Owner that wholly owns and controls Transferee (or an Affiliate or principal thereof acceptable to Landlord Lender in all respects) shall assume all of the obligations of Guarantor under the Guaranty and the Environmental Indemnity, in each case, in a manner satisfactory to Lender in all respects, including, without limitation, by entering into an assumption agreement in form and substance satisfactory to Lender and delivering such legal opinions as Lender may reasonably require; (delivered prior e) The Properties shall be managed by a Qualified Manager following such transfer; (f) If a Securitization has occurred, Transferee shall deliver to Lender written confirmation from the Rating Agency that the transfer and the assumption by Transferee shall not result in a downgrade, withdrawal or qualification of the ratings then assigned to the TransferSecurities; (g) Transferee shall deliver an endorsement to the existing title policy insuring the Security Instruments as modified by the assumption agreement, as a valid first lien on the Properties and naming Transferee as owner of the Properties, which endorsement shall insure that as of the recording of the assumption agreement, the Properties shall not be subject to any additional exceptions or liens other than those contained in the event Tenant is prohibited Title Insurance Policy; and (h) Transferee shall deliver to Lender an opinion of counsel from doing so by Applicable Laws an independent law firm with respect to the substantive non-consolidation of Transferee and its constituent entities (partners, members or contractual obligationsshareholders), then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that which law firm and which opinion shall be satisfactory in all respects to (i) with respect to Lender, if a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall Securitization has not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successoroccurred, or (ii) Lender and the successor or surviving corporation or other entity in the event of Rating Agencies, if a merger or consolidation Securitization has occurred. A consent by Lender with respect to a transfer of the Tenant with another corporationProperties in their entirety to, so long and the related assumption of the Loan by, a Transferee pursuant to this Section 5.2.11 shall not be construed to be a waiver of the right of Lender to consent to any subsequent transfer of any of the Properties. Except as Tenant’s obligations under this Lease are assumed by otherwise specifically set forth herein, immediately upon a transfer of the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially Properties to Transferee and the satisfaction of all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliateabove requirements, Successor or Purchaser. The “Credit Requirement” the named Borrower herein and any then existing Guarantor shall be deemed satisfied ifreleased from all liability under the Loan Documents accruing after such transfer and which are not the result of any act or omission of Borrower, as Guarantor and/or any of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)its Affiliates.

Permitted Transfer. Notwithstanding anything in the foregoing provisions of this Article 5 IX, a conveyance of the Property in its entirety or a Transfer (hereinafter, “Sale”) shall be permitted hereunder from time to time provided that each of the following terms and conditions are satisfied: (a) no Event of Default is then continuing hereunder or under any of the other Loan Documents; (b) If the proposed Sale is to occur at any time after a Securitization, each Rating Agency shall have delivered written confirmation that any rating issued by such Rating Agency in connection with the Securitization will not, as a result of the proposed Sale, be downgraded from the then current ratings thereof, qualified or withdrawn; provided, however, that no request for consent to the contrarySale will be entertained by Lender if the proposed Sale is to occur within sixty (60) days of any contemplated sale of the Loan by Lender, Tenant may assign whether in connection with a Securitization or otherwise; (c) Borrower gives Lender written notice of the terms of the proposed Sale not less than sixty (60) days before the date on which such Sale is scheduled to close and, concurrently therewith, gives Lender (i) all such information concerning the proposed transferee of the Property (hereinafter, “Buyer”) as Lender would require in evaluating an initial extension of credit to a borrower and Lender determines, in its reasonable discretion that the Buyer is acceptable to Lender in all material respects (it being acknowledged that any Permitted Transferee shall be deemed acceptable to Lender provided that not more than 75% in the aggregate of the direct or indirect interests in Borrower (but without including more than once one or more transfers of the same interest) has been transferred subsequent to the Closing Date in one or more transactions and Borrower continues to be Controlled by the same Persons which Controlled Borrower prior to such transfer (it being acknowledged that (x) any holder of more than forty percent of the direct or indirect interest in this Lease Borrower may have veto rights over major decisions which are customary in joint venture agreements between two fifty percent owners of a Person and the same shall not constitute a change in Control) and (y) it further being acknowledged that any Transfer of a direct or sublease all indirect interest in Morgans Group LLC otherwise requiring approval hereunder shall not be subject to the approval of Lender if Morgans Group LLC continues to own and manage hotel rooms located in full service luxury or any part full service upscale properties numbering not less than eighty percent (80%) of the Premises number of hotel rooms which it owns and eighty percent (each 80%) of the number of hotel rooms it manages as of the Closing Date (and such numbers shall be calculated on a “Permitted Transfer”pro rata basis, so that, for example, if Morgans Group LLC has a fifty percent (50%) interest in a Person that owns two hundred (200) hotel rooms, Morgans Group LLC shall be deemed to a own one hundred (100) hotel rooms) and the conditions set forth in clauses (A) and (B) of the definition of Permitted Transferee are met) and (defined belowii) a non-refundable application fee equal to $15,000; (d) Borrower pays Lender, concurrently with notice the closing of any conveyance of the Property in its entirety or a direct or indirect interest in Borrower of 75% or more (in the aggregate whether in one or a series of transactions but without including more than once one or more transfers of the same interest) of the direct or indirect interest in Borrower, a non-refundable assumption fee in an amount equal to Landlord one percent (delivered prior to 1%) of the Transfer, or then outstanding Loan Amount (which fee shall be waived in the event Tenant is prohibited from doing so of a Transfer of the type set forth in clause (y) of Section 9.04(c)(i)) together with all out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred by Applicable Laws Lender in connection with the Sale; (e) In the event the applicable Transfer will result in Borrower no longer owning the Property, Buyer assumes all of the obligations under the Loan Documents and, prior to or contractual obligationsconcurrently with the closing of such Sale, then Buyer executes, without any cost or expense to Lender, such documents and agreements as soon Lender shall reasonably require to evidence and effectuate said assumption and delivers such legal opinions as Lender may reasonably practicalrequire; (f) but In the event the applicable Transfer will result in Borrower no longer owning the Property, Borrower and Buyer execute, without Landlordany cost or expense to Lender, new financing statements or financing statement amendments and any additional documents reasonably requested by Lender; (g) In the event the applicable Transfer will result in Borrower no longer owning the Property, Borrower delivers to Lender, without any cost or expense to Lender, such endorsements to Lender’s prior written consent; providedtitle insurance policy, that (i) with respect hazard insurance policy endorsements or certificates and other similar materials as Lender may reasonably deem necessary at the time of the Sale, all in form and substance reasonably satisfactory to a Permitted Transfer involving Lender, including, without limitation, an assignment endorsement or endorsements to Lender’s title insurance policy insuring the lien of this LeaseSecurity Instrument, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to extending the effective date of such Permitted Transfer policy to the date of execution and delivery (unless such prior delivery is prohibited by Applicable Lawsor, in which event Tenant shall deliver such if later, of recording) of the assumption agreement as soon as allowed)referenced above in subparagraph (e) of this Section, with no additional exceptions added to such policy, and insuring that fee simple title to the Property is vested in Buyer; (iih) In the Permitted Transferee shall use event the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting applicable Transfer will result in Borrower no longer owning the Property, (iv) Borrower executes and delivers to Lender, without any cost or expense to Lender, a release of Lender, its officers, directors, employees and agents, from all claims and liability relating to the occurrence transactions evidenced by the Loan Documents, through and including the date of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transferthe closing of the Sale, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which agreement shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any form and substance satisfactory to Lender and shall be binding upon Buyer; (i) business entity In the event the applicable Transfer will result in which Borrower no longer owning the Property, subject to the provisions of Section 18.32 hereof, such Sale does not relieve Borrower of any personal liability under the Note or any of the other Loan Documents for any acts or events occurring or obligations arising prior to or simultaneously with which Tenant is merged the closing of such Sale, and Borrower executes, without any cost or consolidated expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate the ratification of said personal liability; (j) In the event the applicable Transfer will result in accordance with applicable statutory provisions governing merger and consolidation Borrower no longer owning the Property, such Sale does not relieve any Guarantor of business entities, so long as Tenant’s its obligations under this Lease are assumed any guaranty or indemnity agreement executed in connection with the Loan and each such Guarantor executes, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate the ratification of each such guaranty agreement, provided that if Buyer or a party associated with Buyer approved by Lender in its reasonable discretion assumes the Successorobligations of the current Guarantor under its guaranty and Buyer or such party associated with Buyer, as applicable, executes, without any cost or expense to Lender, a new guaranty in similar form and substance to the existing guaranty and otherwise satisfactory to Lender, then Lender shall release the current Guarantor from all obligations arising under its guaranty after the closing of such Sale; and (iik) the successor or surviving corporation or other entity in In the event of the applicable Transfer will result in Borrower no longer owning the Property, Buyer is a merger or Single Purpose Entity and Lender receives a non-consolidation of the Tenant with another corporationopinion relating to Buyer from Buyer’s counsel, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal opinion is in form and substance reasonably acceptable to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)Lender.

Permitted Transfer. Notwithstanding anything contained in this Article 5 Lease to the contrary, Tenant may shall be entitled to transfer, sublease or assign its interest the entire Premises without the Landlord’s consent to: (i) any entity whose shares are regularly and publicly traded on a National Securities Exchange as defined in this Lease the Securities Act of 1934, as amended; or sublease (ii) to any entity that purchases or acquires substantially all or any part the assets of the Premises Tenant or forty-nine percent (each 49%) or more of the voting common stock of Tenant (through a “Permitted Transfer”merger, consolidation, acquisition, combination or otherwise), whether or not such resulting entity remains in Tenant’s name or continues to operate Tenant’s business on the Premises; (iii) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transferparent, subsidiary, or in the event affiliate of Tenant, or to a successor of Tenant is prohibited from doing so (collectively “Permitted Transferees”). In all events, such transferee shall specifically assume and agree to be bound by Applicable Laws Tenant’s obligations under this Lease. No transfer, assignment or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that sub-lease hereunder shall be effective until Landlord has received: (i) with respect to a notice of the Permitted Transfer involving an assignment of Transferees’ complete name, and address for notices under this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered nature of the business operations to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of be conducted upon the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below)Transferees, and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice a statement whether the underlying transaction is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person an asset sale or entity who or which controls, is controlled by, or is under common control with Tenant, a stock transfer and (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity only in the event of a merger or consolidation of the Tenant with another corporationan asset sale transaction, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statementwritten assumption of the obligations under this Lease, assignment or sub-lease hereunder. The effective date of any permitted transfer hereunder, shall in no event be earlier than fifteen (15) days after Landlord’s receipt of the required notice. Permitted transfers hereunder shall not release Tenant from liability under this Lease unless such permitted transferee then possesses a net worth (as determined in accordance with generally accepted accounting principles (“GAAP”), (iiprincipals consistently applied) outstanding debt of not more greater than sixty (60%) or equal to the net worth of the Permitted TransfereeTenant so determined as of the date of such transfer, assignment or sub-lease. In the event Tenant desires to be released from liability under this Section, reasonable evidence of the proposed transferee’s available cash on hand (as determined pursuant net worth shall be provided to Landlord at the time the notice required under this Section is provided to the foregoing subsection (i) according to Landlord. Notwithstanding any Permitted Transfer, assignment or subletting, the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000).Guarantor shall remain liable under its Guaranty Agreement attached as Exhibit “D.”

Permitted Transfer. Notwithstanding anything to the contrary contained in this Article 5 to the contraryArticle, Tenant may assign its Landlord's consent shall not be required for an assignment or other transfer of Tenant's interest in under this Lease or a sublease all or any part of the entire Premises (each to an affiliate of Tenant or to an entity resulting from a “Permitted Transfer”) merger with Tenant or to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to an entity purchasing substantially all of the Transfer, assets or in the event capital stock of Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, provided that (i) with respect to a Permitted Transfer involving an assignment Tenant shall notify Landlord in writing of the proposed transaction and the identity of the proposed assignee or sublessee, (ii) at the time of such proposed assignment, transfer or sublease, Tenant shall not be in default of any of the terms of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) any proposed assignee or transferee shall agree in a writing reasonably acceptable to Landlord that it will assume and be bound by the terms of this Lease, (iv) there shall be no change in use of the Premises, (v) any proposed assignee or transferee shall have a net worth no less than the net worth of Tenant as of the date of execution of this Lease, and (vi) that Tenant agrees to make such alterations to the Premises and the Project that may be necessary in order to comply with the ADA as it applies to the use, occupancy, or alteration of the Premises by the Permitted Transferee shall not violate any other agreements assignee or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer)subtenant. As used herein, (A) “Affiliate” means any person an "affiliate" shall mean an entity which directly or entity who indirectly controls or which controls, is controlled by, by or is under common control with Tenant, (ii) . "Controls," "controlled by" or "under common control" means with regard to a corporation ownership of at least 50% of the issued and outstanding stock or with regard to a corporation and any other entity, ownership of at least 50% of the equity, interests, voting or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)decision making power.

Permitted Transfer. Notwithstanding anything in this Article 5 to the contraryThe provisions of Sections 10(a) through 10(f) notwithstanding, Tenant may assign its interest in this Lease or sublease sublet all or any part a reasonably configured portion of the Premises without the need for Landlord’s prior consent to (each i) any Affiliate of the initially named Tenant, or to (ii) a “Permitted Successor to Tenant; provided that: (A) at least thirty (30) days prior to such Transfer”, Tenant delivers to Landlord the financial statements or other financial and background information of the Transferee or Successor as required for other Transfers; (B) to if the Transfer is an assignment, the assignee assumes, in full, the obligations of Tenant under this Lease (or if a Permitted sublease, the Transferee of a portion of the Premises or Term assumes, in full, the obligations of Tenant with respect thereto); (C) the Transferee or Successor shall, as of the date immediately following the Transfer, have a Tangible Net Worth (as defined below) with notice at least equal to Landlord (delivered prior to the Tangible Net Worth of Tenant as of the Lease Date, or, if the Tenant entity does not survive the Transfer, a Tangible Net Worth at least equal to the greater of the Tangible Net Worth of Tenant as of the Lease Date or in as of the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord day prior to the effective date of such Permitted Transfer the Transfer, or Tenant or Successor has a Tangible Net Worth sufficient to meet Tenant’s or Successor’s obligations under this Lease, as determined by Landlord in good faith; (D) unless such prior delivery is prohibited by Applicable Lawsthe Tenant entity does not survive the Transfer, in which event Tenant shall deliver such assumption agreement as soon as allowed), remains fully liable under this Lease; and (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iiiE) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer)set forth herein remains unchanged. As used herein, (A) As used herein, “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit RequirementTangible Net Worth” shall be deemed satisfied ifmean the excess of total assets over total liabilities, in each case as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”)) consistently applied, (ii) outstanding debt excluding, however, from the determination of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (total assets all assets which would be classified as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with “intangible” assets under GAAP, including goodwill, licenses, patents, trademarks, tradenames, copyrights and (iiifranchises. A transaction meeting the requirements of this Section 10(i) is referred to herein as a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)“Permitted Transfer”.

Permitted Transfer. Notwithstanding anything (a) Without limiting the provisions of Section 5.2.10 hereof, in this Article 5 the event that Mortgage Borrower is permitted to the contrary, Tenant may assign its interest in this Lease or sublease transfer all or any part of the Premises (each Properties pursuant to Section 6.14 of the Mortgage Loan Agreement, Lender shall not unreasonably withhold its consent to a “Permitted Transfer”) one-time sale, assignment, or other transfer of all of the Properties to a Permitted Transferee (defined below), provided that (w) with notice to Landlord Lender receives sixty (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical60) but without Landlord’s days’ prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date notice of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed)transfer, (iix) the Borrower or such Permitted Transferee shall use pay, concurrently with the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary closing of such parent corporation sale, assignment or other entity that wholly owns Tenanttransfer, or a corporation or other entity having a majority of its ownership non-refundable transfer fee in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand amount equal to at least Two Billion Dollars one-quarter of one percent ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (600.25%) of the Permitted Transferee’s available cash on hand then outstanding principal balance of the Note, (y) no Event of Default has occurred and is continuing under this Agreement, the Pledge Agreement, the Note or the other Loan Documents and (z) upon the satisfaction (in the reasonable determination of Lender) of such conditions as determined pursuant to may be reasonably imposed by Lender, which may include, but shall not be limited to, the foregoing subsection following matters: (i) according Borrower or such Permitted Transferee shall pay any and all reasonable out-of-pocket costs incurred in connection with the transfer (including, without limitation, Lender’s reasonable counsel fees and disbursements and all recording fees, title insurance premiums and mortgage and intangible taxes); (ii) Borrower shall cause the transferee to comply with all of the Permitted Transferee’s most recent financial statementrequirements of Section 4.1.35 hereof and to be wholly owned and controlled by one or more Institutional Investors or shall itself be an Institutional Investor, determined and, in accordance with GAAPaddition, Lender shall be reasonably satisfied that each such Institutional Investor (1) is generally creditworthy and reputable, (2) is free from any pending or existing bankruptcy, reorganization or insolvency proceedings in which such party is the debtor, (3) is not, at the time of transfer or in the past, a litigant, plaintiff or defendant in any suit brought against or by Lender, (4) has not been found by a court of competent jurisdiction to have committed a crime, fraud or similar malfeasance, (5) has not been indicted for any crime, and (6) has experience and a track record in owning and operating facilities similar to the Properties, in the case of each of clauses (1) through (5) above, as reasonably determined by Lender based on a Lexis/Nexis or similar background search of each such Person and its Affiliates (the “Permitted Transferee”); (iii) Borrower shall cause the transferee to assume all of the obligations of Borrower arising from and after the transfer of this Agreement, the Note and the other Loan Documents and a market capitalization equal replacement guarantor acceptable to Lender in all respects shall assume all of the obligations of Guarantor, accruing from and after the date of such transfer, under the Guaranty, in each case, in a manner reasonably satisfactory to Lender in all respects, including, without limitation, by entering into an assumption agreement (the “Assumption Agreement”) in form and substance reasonably satisfactory to Lender and delivering such legal opinions as Lender may reasonably require; (iv) Borrower shall cause Mortgage Borrower to satisfy the conditions set forth in Section 6.14 of the Mortgage Loan Agreement (it being agreed that Lender shall have the same rights to approve such transfer as the Mortgage Lender has); (v) Borrower shall cause Mezzanine A Borrower to satisfy the conditions set forth in Section 5.2.11 of the Mezzanine A Loan Agreement (it being agreed that Lender shall have the same rights to approve such transfer as the Mezzanine A Lender has); (vi) Intentionally Omitted; (vii) Borrower shall cause the transferee to execute and deliver a pledge agreement in substantially the same form as the Pledge Agreement in respect of the ownership interests in the new property owner(s)/mortgage borrower(s). The Ownership Interests described in this subsection (vii) shall otherwise comply with the requirements of the Loan Documents and be substantially identical in structure, form and substance to the Collateral delivered at least Five Billion Three Hundred Million Dollars closing of the Loan; ($5,300,000,000)viii) Borrower shall cause the transferee to authorize Lender to file such UCC Financing Statements required by Lender with respect to the substitute Collateral; (ix) Borrower shall deliver, at its sole cost and expense, a UCC Insurance Policy insuring the new pledge agreement as a valid first lien on the Ownership Interests pledged thereunder and substantially identical to the UCC Insurance Policy delivered at the closing of the Loan; (x) Borrower shall cause the transferee to provide opinion letters in substantially the same form and substance as such opinion letters delivered at the closing of the Loan (including enforcement and perfection opinions and a substantive non-consolidation opinion of the transferee and its constituent entities, which and opinions shall be reasonably satisfactory to Lender; (xi) The transferee shall receive an Owner’s Title Policy reasonably acceptable to Lender; and (xii) Borrower shall cause the transferee to execute and deliver such other replacement loan and closing documents in substantially the same forms as the Loan Documents and such other closing documents as reasonably requested by Lender.

Permitted Transfer. Notwithstanding anything to the contrary contained in this Article 5 to the contrary13, Tenant may assign its interest shall have the right, without Landlord’s consent, but upon ten (10) business days prior written notice to Landlord, including all information required by this Section 13.03 (unless legally or contractually prohibited from doing so in this Lease or sublease which case such notice shall be provided be provided within three (3) days after such Transfer), to (a) sublet all or any part of the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice any entity authorized to Landlord (delivered prior to the Transfer, or transact business in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, state in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), are located and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controlscontrols Tenant, is controlled by, by Tenant or is under common control with Tenant, (ii) or to a corporation or other successor entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in into which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation or which acquires substantially all of business entities, so long as Tenant’s obligations under assets or property; (b) assign all or any part of this Lease to any entity authorized to transact business in the state in which the Premises are assumed located and which entity controls Tenant, is controlled by the SuccessorTenant or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; or (iic) effectuate any public offering of Tenant’s stock on the successor New York Stock Exchange or surviving corporation or other entity in the NASDAQ, provided that in the event of a merger or consolidation transfer pursuant to clause (b), the tangible net worth of the transferee after any such transaction is not less than the tangible net worth of Tenant with another corporationas of the Effective Date and provided further that such successor entity assumes in writing all of the obligations and liabilities of Tenant under this Lease (any such entity hereinafter referred to as a “Permitted Transferee” and a Transfer to a Permitted Transferee is hereinafter referred to as a “Permitted Transfer”). For the purpose of this Article 13, so long “tangible net worth” shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as Tenant’s goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease are assumed by the Successor; (C) “Purchaser” means for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any person such transfer shall constitute an Event of Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or entity who a transfer of partnership or which acquires all membership interests, a stock transfer, or any sale of substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” Tenant that does not meet the requirements of this Section 13.03 shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal a Transfer that requires Landlord’s prior written consent pursuant to at least Two Billion Dollars ($2,000,000,000) according Section 13.02 above. Notwithstanding anything to the contrary contained in this Article 13, in no event shall any Transfer be deemed a Permitted Transfer unless Tenant designates in writing at the time of notice of such Permitted Transfer that the Transfer constitutes a Permitted Transfer and provides information with such notice that substantiates, in Landlord’s reasonable judgment, that the Transferee qualifies as a Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000).

Permitted Transfer. Notwithstanding anything Subject to Article 4 hereof, Lessor may transfer all, but not less than all, of its right, title and interest in this Article 5 and to the contrary, Tenant may assign Property and its interest in rights under this Lease or sublease all or any part of and the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) other documents relating thereto with respect to a Permitted Transfer involving an assignment such Property, on the following terms and conditions, each of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord which shall be satisfied prior to the effective date of the transfer (other than a transfer by a deed-in-lieu of foreclosure): (a) the transferor shall have given at least ten (10) days' prior notice to Lessee of such Permitted Transfer transfer, which notice shall contain such information and evidence as shall be reasonably necessary to establish compliance with this Article 23 and the name and address of the transferee for notices; (unless b) the transferor and the transferee shall each have delivered to Lessee an Officer's Certificate to the effect that the conditions to the proposed transfer prescribed by this Article 23 to be met by the transferor or the transferee, respectively, have been satisfied; (c) the transferor and the transferee shall pay all expenses in connection with such prior delivery transfer, other than expenses in connection with Lessee's review of customary transfer documents; provided such transfer documents are limited in scope and nature to what is prohibited customarily found in such transfer documents; (d) neither the transferee nor any Subsidiary or Affiliate (as defined below) of the transferee shall be a Significant Competitor, directly or indirectly, of Lessee or any Affiliate of Lessee. Lessor may require Lessee to provide a list of such Significant Competitors (which shall be subject to verification by Lessor) on ten (10) Business Days notice, from time to time. In the event Lessor objects to any entity on such list, the matter shall be discussed in good faith for no more than ten (I 0) Business Days, by senior representatives of Lessor and Lessee; (e) the transferee assumes, with such documentation as is reasonably acceptable to Lessee, the obligations of Lessor under this Lease; (f) provided that Lessee is not in monetary default under this Lease beyond applicable notice and cure periods, the transferee shall not be Wachovia Corporation, a Subsidiary or Affiliate of Wachovia Corporation or a special purpose entity in which Wachovia Corporation is a member, partner or owns any interest; and (g) such transfer or assignment shall not result in a violation of Applicable Laws, in which event Tenant shall deliver such assumption agreement including the Securities Act of 1933, as soon as allowed)amended, (ii) the Permitted Transferee shall use the Premises only for the Permitted Useany other applicable securities law, (iii) the use of the Premises by the Permitted Transferee BRISA and shall not violate increase Lessee's obligations or potential liability in respect of its Tax indemnification requirements hereunder. Notwithstanding, the foregoing, but provided that such transfer or assignment does not result in a violation of Applicable Laws, including the Securities Act of 1933; as amended, any other agreements applicable securities law, BRISA, Lessor may transfer its interest in whole or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as part to any subsequent Transferof its Affiliates at any time that an Event of Default has occurred and is continuing. In the event that Lessor transfers its interest in this Lease during such time that a Lease Event of Default has occurred and is continuing and then, (v) after such transfer, the Permitted Transferee Lease Event of Default is cured by Lessee, the transferee shall satisfy assume, with such documentation and legal opinions as are acceptable to Lessor, the Credit Requirement (defined below)obligations of Lessor under this Lease. For purposes of this Section 23.1 only, and (vi) Tenant the term "Subsidiary or Affiliate" shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Lawmean any corporation, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation partnership or other entity which shall be a wholly owned subsidiary of the Tenantthat, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with US GAAP, and Wachovia Corporation is required to account for (iiiwithout consideration of materiality) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)by consolidation or the equity method of accounting.

Permitted Transfer. Notwithstanding anything Subject to Article 4 hereof, Lessor may transfer all, but not less than all, of its right, title and interest in this Article 5 and to the contrary, Tenant may assign Property and its interest in rights under this Lease or sublease all or any part of and the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) other documents relating thereto with respect to a Permitted Transfer involving an assignment such Property, on the following terms and conditions, each of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord which shall be satisfied prior to the effective date of the transfer (other than a transfer by a deed-in-lieu of foreclosure): (a) the transferor shall have given at least ten (10) days' prior notice to Lessee of such Permitted Transfer transfer, which notice shall contain such information and evidence as shall be reasonably necessary to establish compliance with this Article 23 and the name and address of the transferee for notices; (unless b) the transferor and the transferee shall each have delivered to Lessee an Officer's Certificate to the effect that the conditions to the proposed transfer prescribed by this Article 23 to be met by the transferor or the transferee, respectively, have been satisfied; (c) the transferor and the transferee shall pay all expenses in connection with such prior delivery transfer, other than expenses in connection with Lessee's review of customary transfer documents; provided such transfer documents are limited in scope and nature to what is prohibited customarily found in such transfer documents; (d) neither the transferee nor any Subsidiary or Affiliate (as defined below) of the transferee shall be a Significant Competitor, directly or indirectly, of Lessee or any Affiliate of Lessee. Lessor may require Lessee to provide a list of such Significant Competitors (which shall be subject to verification by Lessor) on ten (10) Business Days notice, from time to time. In the event Lessor objects to any entity on such list, the matter shall be discussed in good faith for no more than ten (10) Business Days, by senior representatives of Lessor and Lessee; (e) the transferee assumes, with such documentation as is reasonably acceptable to Lessee, the obligations of Lessor under this Lease; (f) provided that Lessee is not in monetary default under this Lease beyond applicable notice and cure periods, the transferee shall not be Wachovia Corporation, a Subsidiary or Affiliate of Wachovia Corporation or a special purpose entity in which Wachovia Corporation is a member, partner or owns any interest; and (g) such transfer or assignment shall not result in a violation of Applicable Laws, in which event Tenant shall deliver such assumption agreement including the Securities Act of 1933, as soon as allowed)amended, (ii) the Permitted Transferee shall use the Premises only for the Permitted Useany other applicable securities law, (iii) the use of the Premises by the Permitted Transferee ERISA, and shall not violate increase Lessee's obligations or potential liability in respect of its Tax indemnification requirements hereunder. Notwithstanding, the foregoing, but provided that such transfer or assignment does not result in a violation of Applicable Laws, including the Securities Act of 1933, as amended, any other agreements applicable securities law, ERISA, Lessor may transfer its interest in whole or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as part to any subsequent Transferof its Affiliates at any time that an Event of Default has occurred and is continuing. In the event that Lessor transfers its interest in this Lease during such time that a Lease Event of Default has occurred and is continuing and then, (v) after such transfer, the Permitted Transferee Lease Event of Default is cured by Lessee, the transferee shall satisfy assume, with such documentation and legal opinions as are acceptable to Lessor, the Credit Requirement (defined below)obligations of Lessor under this Lease. For purposes of this Section 23.1 only, and (vi) Tenant the term "Subsidiary or Affiliate" shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Lawmean any corporation, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation partnership or other entity which shall be a wholly owned subsidiary of the Tenantthat, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with US GAAP, and Wachovia Corporation is required to account for (iiiwithout consideration of materiality) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)by consolidation or the equity method of accounting.

Permitted Transfer. Notwithstanding anything in this Article 5 Section 14 to the contrary, and provided there is no uncured event of default under the Lease, Tenant may shall have the right, without the prior written consent of Landlord, to (a) assign its interest in this the Lease to an Affiliate (as defined below), to an entity created by merger, reorganization or recapitalization of or with Tenant, or to a purchaser of all or substantially all of Tenant’s assets or (b) sublease all the Premises or any part of the Premises thereof to an Affiliate (each each, a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent); provided, however, that (i) with respect to a such Permitted Transfer involving is for a valid business purpose and not to avoid any obligations under the Lease, (ii) the assignee is a reputable entity of good character and, unless the transferee is an Affiliate and Tenant will remain in existence and primarily liable under this Lease (with sufficient net worth to satisfy Tenant’s remaining obligations under this Lease), shall have, immediately after giving effect to such assignment, an aggregate net worth (computed in accordance with generally accepted accounting principles, consistently applied) at least equal to the aggregate net worth (as so computed) of Tenant immediately prior to such assignment of or otherwise reasonably sufficient to satisfy such transferee’s obligations under this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord whichever is greater, (iii) Tenant provides Tenant’s Notice in accordance with Section 14.2 above, (iv) no later than fifteen (15) days prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transfer, the Transferee shall use provide the Premises only for the Permitted Usedocumentation required pursuant to Section 14.8 above, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, and (v) within ten (10) days after Landlord’s written request, provide such reasonable documents or information which Landlord reasonably requests for the purpose of substantiating whether or not the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, to an Affiliate or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated otherwise in accordance with applicable statutory provisions governing merger the terms and consolidation conditions of business entitiesthis Section 14.9. Tenant shall not have the right to perform a Permitted Transfer, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the date of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all an event of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)default is then continuing.

Permitted Transfer. Notwithstanding anything in this Article 5 Section 16(a) above to the contrary, Tenant may assign its interest in this Lease or sublease all or any part of the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that that: (i) Tenant gives Landlord a written notice of any Permitted Transfer not later than ten (10) days after the effective date of such Permitted Transfer, together with current financial statements of Tenant and of the Permitted Transferee; (ii) Tenant is not in Default under this Lease; (iii) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer Transfer; (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (iiiv) the Permitted Transferee shall use the Premises only for the Permitted Use, ; (iiiv) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, ; (ivvi) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), ; and (vivii) Tenant shall have given Landlord written notice at least thirty not be released from any liability under this Lease (30whether past, present or future) day before by reason of such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Permitted Transfer). Any Permitted Transfer shall not be subject to Sections 16(c), 16(d), 16(e) and 16(f) below. As used herein, : (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000).

Permitted Transfer. Notwithstanding anything Subject to Article IV, Lessor may transfer all, but not less than all, of its right, title and interest in this Article 5 and to the contrary, Tenant may assign Property (including its leasehold interest in the Equipment) and its rights under this Lease or sublease all or any part of and the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) other documents relating thereto with respect to a Permitted Transfer involving an assignment such Property, on the following terms and conditions, each of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord which shall be satisfied prior to the effective date of the transfer (other than a transfer by a deed-in-lieu of foreclosure or similar transfer made in connection with an exercise of remedies under the Debt Documents): (a) with respect to a transfer of the Property, the Lease or any interest therein, the transferee must be a Person that shall be able to represent that it is a Single Purpose Entity, which shall be true (and the transferee shall make such Permitted Transfer representations and warranties to Lessee immediately prior to the effectiveness of the closing of such transfer); (unless b) such prior delivery is prohibited by transfer shall be in compliance with the terms of the Note Purchase Agreement and with Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall comply with and not violate any provisions of the Head Lease and shall not create a relationship which would violate Applicable Laws; (c) such transferee shall execute a joinder or assumption agreement pursuant to which it agrees to undertake all the covenants and obligations of Lessor under the Operative Documents arising after the date of transfer, such joinder or assumption agreement to be in form and substance reasonably satisfactory to Lessee and other agreements relevant Participants, and such transferee and the equity owners thereof shall execute an indemnity agreement in form and substance similar to the Indemnity Agreement; (d) such transferee is a "United States person" within the meaning of Section 7701(a)(30) of the Code or leases affecting otherwise is exempt from U.S. federal income withholding requirements as of the Propertydate of the transfer. Neither the transferee nor any member or equity owner thereof or any Affiliate shall be or shall have been in a lawsuit or other adversarial proceeding against Lessee or any Affiliate within the immediately preceding ten (10) years prior to the date of the transfer; (e) such transfer will not contravene or violate any Applicable Law, including the Securities Act; (iv1) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant transferor shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) days' prior notice to Lessee, Agent and Head Lessor of such transfer, which notice shall contain such information and evidence as shall be reasonably necessary to establish compliance with this Article XXV and the name and address of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000).transferee for notices;