World Trade Center records folder, 2001

NYC 9/11 Public Portal Document

145

as the case may be. If Landlord shall exercise either such option, Tenant shall vacate

and surrender in the manner prescribed in Article 12 (but Tenant shall not be required

to restore) hereof on or before the effective date of such assignment or subletting: (i)

the Demised Premises, in the case of a proposed assignment or subletting of all or

substantially all of the Demised Premises or (ii) the portion of the Demised Premises

affected by the proposed subletting in the case of a proposed subletting affecting less

than all of the Demised Premises. From and after the exercise by Landlord of either

of the options referred to in this Section, Landlord shall be free to lease the

recaptured space and/or other space to Tenant's prospective assignee or subtenant or

to any other party.

32.3 If Tenant is a corporation, any sale; assignment, transfer, pledge or

other disposition of the capital stock of such corporation (except when such stock is

publicly traded over the counter or on a national securities exchange) resulting in a

change in the effective voting control of Tenant as it exists on the date hereof, or if

Tenant is a partnership or limited liability company, any sale, assignment, transfer,

pledge or other disposition of a controlling interest in such partnership or limited

liability company, shall for all purposes of this Lease constitute an assignment of this

Lease and shall be governed, as such, by the provisions of this Article 32.

32.4 If Landlord shall not exercise its option under Section 32.2, and Tenant

shall not be in default under this Lease beyond any notice and cure period, and the

proposed assignment or subletting shall not be a prohibited assignment or subletting

under this Article 32, then Landlord's consent to any such proposed assignment or

subletting shall not be unreasonably withheld or delayed but in no event longer than

NYC-WTC 000136524