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. 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 to the contrary contained in this Article 5 to the contrary11 and together with Xxxxxx’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, 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 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 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 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 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 xxxxxx 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, but upon ten (10) days’ prior notice to Landlord (or as soon as such disclosure is allowed by law, if less), 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 Successorstock, 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 after any such transaction is at least Two Hundred Fifty Million and No/100 Dollars ($250,000,000.00) and provided further that such successor entity assumes all of the obligations and liabilities of Tenant with another corporation(any such entity in (a), so long (b) and (c) above is 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, 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 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 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 ifan assignment for purposes of this Article 11, as and any consent of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets Landlord shall be granted 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 withheld in accordance with generally accepted accounting principles (“GAAP”)the consent provisions of Sections 11.01 and 11.02, (ii) outstanding debt of as applicable, Landlord expressly acknowledging and agreeing that any change in control described in this sentence will not more than sixty (60%) of require Landlord’s consent provided that such change in control otherwise meets 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 conditions set forth in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)this Section 11.02.

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 or equity interests. 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 Transferfollowing conditions: (A) Tenant shall give Landlord prior written notice of the name of any such assignee or subtenant (provided that, if prohibited by legally binding confidentiality agreement or in the event Tenant is prohibited from doing so by Applicable Laws in connection with a proposed purchase, merger, consolidation or contractual obligationsreorganization, then as soon as reasonably practicalTenant shall give Landlord written notice within ten (10) 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 days after the effective date of such Permitted Transfer the proposed purchase, merger, consolidation or reorganization); (unless such prior delivery is prohibited by Applicable LawsB) any assignee shall assume, in which event writing, for the benefit of Landlord all of Tenant’s obligations under this Lease, and any subtenant shall agree, in 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 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 have 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 tangible net worth which is 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)equal to Tenant’s tangible net worth on the 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 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 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 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 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 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 Xxxxxxx Realty Trust, Inc. of assets of Xxxxxxx 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 Xxxxxxx Realty Trust, then Inc. or any subsidiary of Xxxxxxx 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. 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 Tenant shall remain primarily liable for its obligations under the Lease and shall produce documentation reasonably requested by Landlord evidencing the Permitted Transfer. Any other assignment or other entity; (B) “Successor” means sublease shall be only upon the prior written consent of Landlord which consent shall not be unreasonably withheld, delayed or conditioned and shall be further governed by Section 13.1 — 13.6. Notwithstanding any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation provision of business entitiesthis Lease to the contrary, so long as Tenant’s obligations under this Lease shares are assumed by listed on a stock exchange or equivalent trading system, the Successorsale, transfer, issuance, or (ii) other exchange of shares of ownership in Tenant whether resulting in a change of control or otherwise shall not constitute a transfer or assignment requiring Landlord consent or notification nor shall the successor provisions of this Section 13 relating to share of profits, right of recapture, notice to Landlord, consent of Landlord, or surviving corporation payment of costs of Landlord with respect to review of transfer, apply to such sale, transfer, issuance or other entity in the event exchange of a merger or consolidation shares 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)ownership.

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 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 to the contrarySo long as no Event of Default has occurred and is subsisting hereunder, Tenant may assign its interest in this Lease shall have the right, with no consent of Landlord being required or sublease all or any part of the Premises necessary (each such event, a “Permitted Transfer”) (however, Landlord shall be given written notice and all related deliveries no later than five (5) Business Days after such Permitted Transfer), to sublease all or a portion of the Tenant Space or to assign this Lease by operation of law or otherwise to any of the following entities (each 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 Assignee”): (i) with respect to an affiliate, subsidiary, or parent of Tenant or Indemnifier, or a Permitted Transfer involving an assignment of this Leasecorporation, the Permitted Transferee assumes this Lease partnership or other legal entity wholly owned by Tenant or Indemnifier (collectively, 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 allowedAffiliate”), ; or (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use a successor to Tenant by acquisition of all or substantially all of the Premises assets of Tenant and Indemnifier, or merger, or by a consolidation or reorganization (each such party a “Successor Party”) and the Permitted Transferee shall Tangible Net Worth of the surviving or created entity is not violate any other agreements or leases affecting less than the Property, (iv) Tangible Net Worth of Tenant as of 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) “Affiliateparent” means any person or entity who or shall mean a company 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, ’s or (v) a Successor corporation, limited liability company or other entityIndemnifier’s voting equity; (B) “Successorsubsidiary” means any (i) business shall mean an entity wholly owned by Tenant or Indemnifier or a controlling interest in which whose voting equity is owned by Tenant or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger Indemnifier; 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 Requirementaffiliate” shall mean an entity controlled by, controlling or under common control with Tenant or Indemnifier. In no circumstances will Tenant or Indemnifier 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 released from its covenants and obligations hereunder and/or pursuant to the foregoing subsection (i) according to Indemnity Agreement. A Permitted Transfer must satisfy 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).following:

Permitted Transfer. Notwithstanding anything the restrictions set for in this Article 5 to the contrarySection 10(a) above, Tenant may shall have the right, without Landlord’s consent, but upon ten (10) days prior notice to Landlord, to (i) 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; (ii) 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 or which acquires substantially all of Tenant’s assets or property; or (iii) effectuate any public offering or exchange 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, provided that in the event of a transfer pursuant to this clause (b), the successor entity shall, on the effective date of any such transfer, (A) have a tangible net worth after such transfer that is not less than the aggregate tangible net worth of Tenant and consolidation any Guarantor as of business entitiesthe date hereof, so long and (B) assume all of the obligations and liabilities of Tenant hereunder (any such entity hereinafter referred to as a “Permitted Transferee” and such transfer described in (i) through (iii), a “Permitted Transfer”). Any assumption of this Lease by a Permitted Transferee shall be in writing, shall include an assumption, by the Permitted Transferee of all of Tenant’s obligations under this Lease are assumed by Lease, and notice of any such assignment shall be given to Landlord prior to the Successoreffective date of that assignment, together with information confirming the satisfaction of the criteria for a Permitted Transferee. For the purpose of this Section 10(b) “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, and (ii) “tangible net worth” shall mean the successor or surviving corporation or other entity excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Nothing in the event this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a merger fraud or consolidation of the Tenant with another corporation, so long as Tenant’s 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; (DTenant that do not meet the requirements of this Section 10(b) “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 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 (iSection 10(a) 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)above.

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 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 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 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 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 xxxx.xx 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 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 Lxxxxxxx’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 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 Transferee” and such transfer a “Permitted Transfer”): (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; (iii) a transferee that purchases all of, or at least [***] of, Tenant’s assets, (iv) an assignment of this Lease to an entity which is the resulting entity of a merger or consolidation of Tenant, (v) a sale or other transfer of corporate shares of capital stock (or any member interest if Tenant is a limited liability company) in Tenant in connection with either a bona fide financing for the benefit of Tenant or an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (and, following any such public offering, the sale or transfer of any such shares shall be a Permitted Transfer) or any other transaction, or (vi) transfers of shares of stock or membership interests in Tenant which do not result in a change of control of Tenant. 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 Transferfollowing conditions: (A) Tenant shall give Landlord prior written notice of the name of any such assignee or subtenant; (B) any assignee shall assume, or in writing, for the benefit of Landlord all of Tenant’s obligations under this Lease, and any subtenant shall agree, in writing, for the benefit of Landlord that such sublease is subject to and subordinate to this Lease; (C) the Tenant shall not be released from any obligations under this Lease; and (D) 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 case of items (i) with respect to a Permitted Transfer involving an assignment of this Leasethrough (v) above, the Permitted Transferee assumes this Lease by shall have a written assumption agreement delivered to Landlord prior tangible net worth which is at least equal to the effective date greater 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) Tenant’s tangible net worth at the Permitted Transferee shall use the Premises only for 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 controlled corporation, and, with respect to any partnership or, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled partnership or limited liability company, as applicable. *Portions of this exhibit have been excluded because it both (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, is not material and (iiiii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)would be competitively harmful if publicly disclosed.

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 to the contrarycontrary contained in Section 14.02(a) and provided that no Event of Default has occurred and is continuing, Tenant may assign its interest in this Lease and no condition shall exist which upon the giving of notice or sublease all the passage of time, or any part both, would constitute an Event of Default, at the time of the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, proposed assignment 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)transfer, 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 provided further that 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 assignee agrees to assume 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 by written agreement approved by Landlord, Tenant shall have the Successorright to assign or otherwise transfer all, but not less than all, of its interest in, to and under this Lease without Landlord’s consent to (i) an Affiliate of Tenant or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporationPermitted Transferee (each, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) a “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) Permitted Transfer”). A “Permitted Transferee” means an Affiliateshall mean a Person who either (I): (x) for one (1) year immediately prior to the date of assignment or transfer and (y) on a proforma basis following the consummation of such assignment or transfer (all as determined by Landlord upon review of financial statements provided by the assignee prior to the proposed lease assignment and in a form reasonably satisfactory to Landlord), Successor (A) generates Adjusted EBITDA of at least $65,000,000, and (B) has a Funded Debt to Adjusted EBITDA ratio that does not exceed 3.5x; provided, however, that Tenant may satisfy the foregoing conditions of a Permitted Transferee by providing, or Purchaser. The “Credit Requirement” causing to be provided, a lease guaranty agreement, in form and substance reasonably acceptable to and approved by Landlord, in writing, which guaranty shall be deemed satisfied if, as from an entity that when combined with the proposed assignee meets the requirements of (I) set forth in this Section 14.02(b). Tenant shall provide Landlord with at least fifteen (15) Business Days’ prior written notice of the effective date of proposed assignment to a Permitted Transferee, which notice must include financial information satisfying the Permitted TransferTransferee requirements set forth herein. In the event that Tenant effects an assignment to a Permitted Transferee, the resulting tenant Tenant shall be released from any liability arising under this Lease meets or exceeds all from and after the date of following minimum criteria immediately following such assignment. In the Transfer: event that Tenant effects a Permitted Transfer pursuant to clause (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statementabove, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of Tenant shall 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).be released from liability under this Lease. For purposes hereof:

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 (or if such notice would violate any applicable law to which Tenant is subject, then such prior written notice shall not be required but Tenant shall furnish such notice to Landlord immediately upon Tenant being permitted to deliver such notice under such applicable law), 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) a corporation or other entity which shall be a wholly owned subsidiary provided that such assignee assumes all of the obligations and liabilities of Tenant hereunder arising from and after the date of such assignment and the financial worth of the assignee, together with Tenant’s financial worth, (iii) is sufficient to meet the parent corporation or other entity that wholly owns Tenant, obligations of Tenant hereunder; or (ivc) assign this Lease in connection with a subsidiary change 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 control of Tenant, including a change of control effectuated pursuant to a transfer of partnership or (v) membership interests, or to a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business successor entity in which or with into 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 assets or property; provided that such successor entity assumes all of the obligations and liabilities of Tenant hereunder arising from and after the date of such assignment and the financial worth of the successor entity, together with Tenant’s financial worth (if the entity that comprises Tenant survives such transaction), is sufficient to meet the obligations of Tenant hereunder (any such entity hereinafter referred to as a “Permitted Transferee”). Notwithstanding anything to the contrary contained in Section 11.01 above or this Section 11.02, neither a sale or transfer of Tenant’s Capital Stock (as hereinafter defined), including, without limitation, a transfer in connection with the merger, consolidation or nonbankruptcy reorganization of Tenant and any sale through any private or public offering, nor the pledge of or grant of a security interest in any of the Tenant’s Capital Stock shall be deemed an assignment, subletting or other transfer of this Lease or the Leased Premises. 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; and “Capital Stock” means, with respect to any entity, any and all shares, interests, participations, rights in, or other equivalents (however designated and whether voting or non-voting) of, such entity’s capital stock [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. and any and all rights, warrants or options exchangeable for or convertible into such capital stock (but excluding any debt security whether or not it is exchangeable for or convertible into such capital stock). 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(for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, a transfer of partnership or membership interests, or (ii) the successor or surviving corporation 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; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” Tenant that does 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 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 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 xxxxxx 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 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 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 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 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 or which acquires substantially all of Tenant's assets or property or stock; or (c) effectuate any public offering (or privatizing) 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, provided that such successor entity assumes all of the obligations and consolidation liabilities of business entitiesTenant (any such entity hereinafter referred to as a "Permitted Transferee"). Tenant shall use reasonable efforts to notify Landlord prior to any sublet or assignment to a Permitted Transferee, so long but in all events Tenant shall notify Landlord within thirty (30) days following such sublet or assignment to a Permitted Transferee. 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 Tenant’s part of a fraud or subterfuge to intentionally avoid its obligations under this Lease are assumed by the Successor(for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control 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; (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 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 the restrictions set for in this Article 5 to the contrarySection 10(a) above, Tenant may shall have the right, without Landlord’s consent, but upon ten (10) days prior notice to Landlord, to (i) 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; (ii) 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 or which acquires substantially all of Tenant’s assets or property; or (iii) 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, provided that in the event of a transfer pursuant to this clause (b), the successor entity shall, on the effective date of any such transfer, (A) have investment grade credit, and consolidation (B) have a tangible net worth after such transfer that is not less than the aggregate tangible net worth of business entitiesTenant and any Guarantor as of the date hereof, so long and (C) assume all of the obligations and liabilities of Tenant hereunder (any such entity hereinafter referred to as a “Permitted Transferee”). Any assumption of this Lease by a Permitted Transferee shall be in writing, shall include an assumption, by the Permitted Transferee of all of Tenant’s obligations under this Lease are assumed by Lease, and notice of any such assignment shall be given to Landlord prior to the Successoreffective date of that assignment, together with information confirming the satisfaction of the criteria for a Permitted Transferee. For the purpose of this Section 10(b) “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, and (ii) “tangible net worth” shall mean the successor or surviving corporation or other entity excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Nothing in the event this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a merger fraud or consolidation of the Tenant with another corporation, so long as Tenant’s 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; (DTenant that do not meet the requirements of this Section 10(b) “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 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 Xxxxxxxx’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 (iSection 10(a) 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)above.

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 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 xxxx.xx 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 Tenant shall have the right without Landlord’s consent, to the contraryenter into a Transfer (each, 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 (i) any entity which is wholly owned by Tenant, or (ii) the applicable Yoshiharu Japanese Ramen restaurant franchisor entity (“Franchisor”), or (iii) any “Bona Fide Franchisee” (as such term is defined below) with notice to Landlord of Franchisor, provided that within fifteen (delivered 15) days prior to the Transfereffective date of any such transfer the assignee or sublessee executes and delivers to Landlord an instrument reasonably acceptable to Landlord containing an express assumption of all of Tenant’s obligations under this Lease; provided further, or in however, any such Permitted Transfer undertaken solely for the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without purpose of circumventing the approval provisions of this Article 16 shall be subject to Landlord’s prior written consent; providedapproval pursuant to the procedures and standards set forth in Sections 16.2 and 16.3. No such Permitted Transfer shall affect or allow any change in any term or provision of this Lease. In no event shall Tenant be released from its obligations under this Lease, nor shall Guarantor be released from its obligations under the Guaranty of Lease, as a result of any Permitted Transfer. As used herein, the term “Bona Fide Franchisee” shall mean that such franchisee shall (i) with respect to have executed Franchisor’s standard franchise agreement, a Permitted Transfer involving an assignment true and accurate fully-executed copy of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered which will be provided 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, (ii) at the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use time 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 proposed 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 be operating at least Two Billion Dollars one ($2,000,000,0001) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (other “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 GAAPYoshiharu Ramen” restaurant, and (iii) together with its individual guarantor(s), if any, who execute a market capitalization Guaranty of Lease in the form attached hereto as Exhibit E (as executed by the original Guarantor identified in Section 1.17), shall have an aggregate Tangible Net Worth (as defined below) equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000)or greater than that of the original Tenant and Guarantor in the aggregate as of the Effective Date of this Lease. “Tangible Net Worth” means the total assets minus total liabilities and intangible assets, including but not limited to, goodwill, reputation, patents and trademarks.

Permitted Transfer. Notwithstanding anything in the provisions of this Article 5 Section 14 to the contrary, Tenant may may, from time to time, assign its interest in this Lease or sublease all sublet the Premises or any part of the Premises portion thereof (each herein, 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 consent 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, the Original Tenant (iian “Affiliate”) 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 may assign this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other to any entity in the event of resulting from a merger or consolidation with or corporate reorganization 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 ownership interests of Tenant; Tenant (D) such entity, together with an Affiliate, a “Permitted Transferee” means an Affiliate”) provided that: (a) at least thirty (30) days prior to such assignment or sublease, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of Tenant delivers to Landlord evidence demonstrating that the effective date of the Transfer is a Permitted Transfer, identifying the resulting tenant Permitted Transferee and the portion of the Premises subleased, if applicable; (b) if an assignment, the Permitted Transferee assumes, in full, all of the obligations of Tenant under this Lease meets Lease, pursuant to an assumption agreement in form and substance reasonably acceptable to Landlord, and Landlord receives a fully executed original of such assumption agreement (or exceeds all if a sublease, the sublessee 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%) a portion of the Permitted Transferee’s available cash on hand Premises or term assumes, in full, the obligations of Tenant with respect to such portion); (c) in the case of an assignment of this Lease, Landlord receives evidence reasonably satisfactory to it that the net worth (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP) of the assignee equals or exceeds the net worth of the Tenant as of the Commencement Date or immediately prior to such Permitted Transfer, whichever is higher, and is sufficient for such assignee or sublessee to fulfill its obligations pursuant to such assignment or sublease; (iiid) Tenant remains fully liable under this Lease; (e) the use of the Premises under Section 6.1 remains unchanged; and (f) such transaction is not entered into as a market capitalization equal subterfuge to avoid the restrictions and provisions of this Lease. At such time as an Affiliate is no longer an Affiliate of the Original Tenant but is an existing subleassee or the then assignee under this Lease, a Transfer shall be deemed to have occurred. As used in this section, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies through ownership of at least Five Billion Three Hundred Million Dollars fifty-one percent ($5,300,000,000)51%) of the securities or partnership or other ownership interests of the entity subject to control. Landlord shall not disclose any information delivered to it by Tenant under this Section 14.6 that Tenant reasonably identifies as being confidential during the confidentiality period which Tenant shall reasonably designate, other than to Landlord’s agents, employees and advisors who have been notified of such confidentiality requirement.

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 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).