Assumption. Assignee hereby accepts the foregoing assignment of the Purchased Assets, and hereby assumes and agrees to promptly perform and pay when due all of the Assumed Liabilities.

Assumption. Assignee does hereby unconditionally assume and agree to observe and perform all of the terms and conditions on the part of Tenant (as defined in the Ground Lease) to be observed and performed under the Ground Lease whether arising before or after the Effective Date.

(rr) “Substitute Awards” means Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, Awards previously granted by a company, or the right or obligation to make future Awards, by a company where such company is # acquired by the Company or any Related Entity, # which becomes a Related Entity after the date hereof, or # with which the Company or any Related Entity combines.

“Substitute Grants” means Grants awarded upon assumption of, or in substitution for, outstanding awards previously granted by a company or other entity acquired by the Company or any Affiliate of the Company or with which the Company or any Affiliate of the Company combines.

Awards may be granted under this Plan in substitution for or in conversion of, or in connection with an assumption of, stock options, stock appreciation rights, restricted stock, restricted stock units or other stock or stock-based awards held by awardees of an entity engaging in a corporate acquisition or merger transaction with the Company or any Subsidiary. Any conversion, substitution or assumption will be effective as of the close of the merger or acquisition, and, to the extent applicable, will be conducted in a manner that complies with Section 409A of the Code. The awards so granted may reflect the original terms of the awards being assumed or substituted or converted for and need not comply with other specific terms of this Plan, and may account for shares of Common Stock substituted for the securities covered by the original awards and the number of shares subject to the original awards, as well as any exercise or purchase prices applicable to the original awards, adjusted to account for differences in stock prices in connection with the transaction.

Assumption of Options Upon Certain Events. In connection with a merger or consolidation of an entity with [[Organization A:Organization]] or the acquisition by [[Organization A:Organization]] of property or stock of an entity, the Board may grant Awards under the Plan in substitution for stock and stock-based awards issued by such entity or an affiliate thereof. The substitute Awards shall be granted on such terms and conditions as the Board considers appropriate in the circumstances.

Amount. Up to an aggregate of 44,300,000 shares of Common Stock, subject to adjustment under [subsection (b)], may be issued pursuant to Awards, including Incentive Stock Options, under the Plan. If any Award expires or is terminated unexercised or is forfeited, the shares subject to such Award, to the extent of such expiration, termination, or forfeiture, shall again be available for award under the Plan. Common Stock issued through the assumption or substitution of outstanding grants from an acquired company shall not reduce the shares available for Awards under the Plan. Shares issued under the Plan may consist of authorized but unissued shares or treasury shares.

Corporate Transaction. In the event of a Corporate Transaction (including without limitation a Change of Control), the Administrator may, in its discretion, # provide for the assumption or substitution of, or adjustment to, each outstanding Award by the successor corporation or a parent or subsidiary of the successor corporation (the “Successor Corporation”); # accelerate the vesting and termination of outstanding Awards, in whole or in part, so that such Awards can be exercised before or otherwise in connection with the closing or completion of the transaction or event but then terminate; and/or # provide for termination of Awards as a result of the Corporate Transaction on such terms and conditions as it deems appropriate, including providing for the cancellation of Awards for a cash payment to the Participant. The Board or Committee need not provide for identical treatment of each outstanding Award.

Anything contained herein to the contrary notwithstanding, Awards may, at the discretion of the Committee, be granted under the Plan in substitution for stock options and other awards covering capital stock of another corporation which is merged into, consolidated with, or all or a substantial portion of the property or stock of which is acquired by, the Company or an Affiliate. The terms and conditions of the substitute Awards so granted may vary from the terms and conditions set forth in the Plan to such extent as the Committee may deem appropriate in order to conform, in whole or part, to the provisions of the awards in substitution for which they are granted. Such substitute Awards shall not be

Substitute Awards. Notwithstanding any other provision of the Plan, the terms of Substitute Awards may vary from the terms set forth in the Plan to the extent the Committee deems appropriate to conform, in whole or in part, to the provisions of the awards in substitution for which they are granted.