World Trade Center records folder, 2001

NYC 9/11 Public Portal Document

146

25 days (Time Being of the Essence) provided: (a) the proposed assignee or

subtenant shall have a financial standing consistent with the obligations under such

sublease or assignment (b) the Demised Premises will continue to be used in a manner

consistent with the uses provided for herein. It being further understood that

Landlord shall be deemed to have acted reasonably in withholding its consent if (i) the

character of the business to be conducted at the Demised Premises by the proposed

subtenant or assignee: (A) materially increases the burden on existing services to be

supplied by Landlord pursuant to this Lease or (B) violates any restrictions herein or

in a Ground Lease or Mortgage relating to the use or occupancy of the Demised

Premises; (ii) the proposed assignee or subtenant is a tenant or occupant of the

Building or a subsidiary, division or affiliate of any such tenant or occupant (other

than Tenant) of the Building unless if at the time of Tenant's notice there is no space

available for leasing or will not be available within the succeeding three (3) months;

(iii) if the proposed assignee or subtenant is a party with whom Landlord is then

negotiating or within the preceding three (3) months has been negotiating to lease

space in the Building; or (iv) violates any negative covenants contained in a lease of

any other tenant of the Building which has previously been disclosed to Tenant.

32.5 If Landlord shall grant its consent to a proposed assignment of this

Lease or subletting of the Demised Premises of any part thereof, such consent and the

effectiveness of any such assignment or subletting shall nevertheless be conditioned

upon Tenant's complying with the following conditions:

(a) In the case of an assignment, the assignee shall duly assume

from and after the date of such assignment, directly for the benefit of Landlord, all of

Duc#:DS1:56686.5 22-050

NYC-WTC 000136525