“Total Capital” means, at any time, the sum of # Consolidated Debt plus # deferred taxes plus # Consolidated Net Worth at such time.

restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

“Consolidated Net Worth”: at any date, the stockholders’ equity of ​ and its Subsidiaries at such date, determined in accordance with GAAP.

“Consolidated Net Worth” means, at any time, the consolidated shareholders’ equity and noncontrolling interests of the Company and its Consolidated Subsidiaries at such time; provided, however, that other than for purposes of [Section 6.15], Consolidated Net Worth shall be calculated without giving effect to increases or decreases therein after ​ which result from changes in the Company’s cumulative consolidated currency translation adjustment after ​.

"Total Adjusted Capitalization" means, as of any date, the sum of Net Worth - Restricted Subsidiaries and Total Seasonally Adjusted Debt as of such date.

Insolvency (in the form of a negative net worth as defined under generally accepted accounting principles) of any Borrower and/or of any Guarantor.

multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party and the denominator shall be the aggregate net worth of all the Guarantors and Grantors, other than the Company. For the purposes of the previous sentence, the net worth of each Guarantor and Grantor shall be determined on the date hereof (or, in the case of any Guarantor or Grantor becoming a Guarantor or Grantor after the date hereof, the date on which such Guarantor or Grantor shall have become a Guarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section shall be subrogated to the rights of such Claiming Party under [Section 8.01] to the extent of such payment.

Non-Transfers. Notwithstanding anything to the contrary contained in this [Article 14], an assignment or subletting of all or a portion of the Premises to # a transferee of all or substantially all of the assets of ​, # a transferee which is the resulting entity of a merger or consolidation of ​ with another entity (inclusive of a so-called “reverse triangular” merger), or # an affiliate of ​ (i.e., an entity which is controlled by, controls, or is under common control with, ​ (“Affiliate”)), shall not be deemed a Transfer under this [Article 14], (any such assignee or sublessee described in items ​ hereinafter referred to as a “Permitted Transferee”) provided that # ​ notifies ​ of any such assignment or sublease and promptly supplies ​ with any documents or information reasonably requested by ​ regarding such assignment or sublease or such affiliate, # ​ is not in Default, # such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, # in the case of a Permitted Transfer described in [clauses [(i) or (ii) above]e]] or an assignment to an Affiliate of ​ pursuant to [clause (iii) above], such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the greater of the Net Worth of ​ as of the date hereof and the Net Worth of ​ on the day immediately preceding the effective date of such assignment or sublease (provided, however, that in the case of an assignment to an Affiliate of ​ pursuant to [clause (iii) above], the Net Worth of ​ and the Net Worth of the Affiliate assignee may, for the purposes of satisfying the Net Worth test above, be combined if and for so long as ​ remains in existence following the assignment in question), and # no assignment relating to this Lease, whether with or without ​’s consent, shall relieve ​ from any liability under this Lease, and, in the event of an assignment of ​’s entire interest in this Lease, the liability of ​ and such transferee shall be joint and several. An assignee of ​’s entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “Permitted Transferee Assignee.” “Control,” as used in this [Section 14.8], shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity.

Accredited Investor Status. The ​ is an “accredited investor” as that term is defined in Regulation D promulgated under the U.S. Securities Act of 1933, as amended, as modified by Section 413(a) of the Dodd-Frank Act which deletes from the calculation of net worth the “value of the primary residence” of the investor. The ​ is an “accredited investor” and has a net worth, not including the value of his primary residence, in excess of ​.

additional Indebtedness of Subsidiaries of ​ not exceeding the greater of # ​ and # 10% of Consolidated Net Worth, in aggregate principal amount at any one time outstanding.