EX-10.2 2 bkq2201410-qex102.htm LEASE AGREEMENT BY AND BETWEEN THE BANK OF NEW YORK MELLON AND WFP TOWER CO. L.P BK Q2 2014 10-Q EX10.2



Exhibit 10.2





LEASE
between
WFP TOWER B CO. L.P.,
as Landlord,
and
THE BANK OF NEW YORK MELLON,
as Tenant,
Dated as of June 25, 2014



Premises:
Brookfield Place
225 Liberty Street
New York, New York 10281







TABLE OF CONTENTS
Page
Article 1
Terms and Definitions
1

 
 
 
Article 2
Premises; Term
12

 
 
 
Article 3
Rent
17

 
 
 
Article 4
Operating Expenses; Pilot
21

 
 
 
Article 5
Electricity
38

 
 
 
Article 6
Use of Premises
43

 
 
 
Article 7
Work Allowance
48

 
 
 
Article 8
Subordination and Consent of Superior Parties
51

 
 
 
Article 9
Quiet Enjoyment
53

 
 
 
Article 10
Assignment, Subletting and Mortgages
54

 
 
 
Article 11
Compliance with Laws
72

 
 
 
Article 12
Insurance
76

 
 
 
Article 13
Rules and Regulations
80

 
 
 
Article 14
Alterations; Discharge of Liens
80

 
 
 
Article 15
Landlord’s and Tenant’s Property
90

 
 
 
Article 16
Repairs and Maintenance
92

 
 
 
Article 17
Services; Signage and Access
94

 
 
 
Article 18
Brokers
109

 
 
 
Article 19
Right to Perform Tenant’s Covenants
109

 
 
 
Article 20
Events of Default; Remedies
110

 
 
 
Article 21
Expedited Arbitration
117

 
 
 
Article 22
Casualty
118

 
 
 
Article 23
Condemnation
123

 
 
 
Article 24
Representations by Landlord
124

 
 
 
Article 25
Limitation on Liability; Consequential Damages
125

 
 
 
Article 26
Indemnification
126

 
 
 
Article 27
OFAC Provisions
129

 
 
 
Article 28
Surrender of Premises and Holdover
130

 
 
 
Article 29
Intentionally Omitted
133

 
 
 
Article 30
Integration; Conflict with Exhibits
133

 
 
 

 
i
 




Article 31
Notices
133

 
 
 
Article 32
Miscellaneous
135

 
 
 
Article 33
Renewal Options
143

 
 
 
Article 34
Offer Space Option
152

 
 
 
Article 35
Intentionally Omitted
158

 
 
 
Article 36
Initial Expansion Option
158

 
 
 
Article 37
First Expansion Option
160

 
 
 
Article 38
Second Expansion Option
165

 
 
 
Article 39
Intentionally Omitted
169

 
 
 
Article 40
Initial Contraction Option
169

 
 
 
Article 41
First Contraction Option
171

 
 
 
Article 42
Second Contraction Option
173

 
 
 
Article 43
Parking
175

 
 
 
Article 44
Signage
176

 
 
 
Article 45
Lobby Desks
177

 
 
 
Article 46
Roof Rights
179

 
 
 
Article 47
Emergency Generator
181

 
 
 


 
ii
 




EXHIBITS  
A
Description of Land
B
Floor Plan of the Above-Grade Premises
C
Rules and Regulations
D
Alterations Rules and Regulations
E
HVAC Specifications
F
Standard Cleaning Specifications
G
Floor Plan of the Basement Premises
H
Landlord’s Work
I
Form of Commencement Date Agreement
J
Form of Lender Nondisturbance Agreement
K
Form of Ground Lessor Nondisturbance Agreement
L
Rentable Square Feet and Usable Square Feet of the Premises
M
Form of Memorandum of Lease
N
List of Pre-Approved Contractors
O
Form of Subtenant Recognition Agreement
P
Passenger Elevator Specifications
Q
Superior Offer Space Rights
R
Chilled Water Specifications
S
Approved Local Unions
T-1
South End Signs
T-2
South End Desk Sign
T-3
Winter Garden Desk Sign
T-4
Lobby Elevator Bank Sign
U
Form of Operating Statement
V-1
South End Concierge Location
V-2
Winter Garden Concierge Location
W
Lockbox Account Instructions
X
Form of Sublease Consent
Y
Tax Comparison Buildings
Z
Certificate of Occupancy
AA
Bicycle Rack
BB
Confidentiality Agreement
CC
Termination of 800 AMP Feeder
CC-1
Location of E-DSWB-10A and E-DSWB-10B Switches and Emergency Distribution Switchboards
CC-2
Location of SWBD-8B Switch
DD
Location of Telecommunication Risers
EE
Example of First Contraction Payment Calculation
FF
Location of Security Risers
GG
250 Vesey Corridor Specifications

 
iii
 




INDEX OF DEFINED TERMS
23rd Floor Premises
1.01
250 Vesey Corridor
1.01
40% Casualty
22.03
A Owner
1.01
AAA
4.05(e)(ii)
Above-Grade Premises
1.01
Acceptance Notice
34.01(c)
Accepted Offer Space
34.01(c)
ADA
11.01(b)
Additional Collateral
10.01(a)
Additional Electric Capacity
5.04(b)
Additional Electric Capacity Systems
5.04(b)
Additional Rent
3.02
Additional Specialty Alterations
14.07(b)
Affiliate
1.01
After-Hours
17.01(a)(ii)
AHU’s
17.01(a)(iii)
Alterations
14.01(a)
Amex
1.01
Amex Bank
1.01
Annual Reserve Tonnage Charge
17.01(a)(iii)
Antenna
46.01(a)
Anticipated Commencement Date
2.04(d)
Anticipated FES Delivery Date
37.01(d)
Anticipated Inclusion Date
34.01(b)
Anticipated SES Delivery Date
38.01(d)
Anticipated Substantial Completion Date
2.04(c)
Applicable Percentage
28.02(a)(ii)
Approved Contractors List
14.01(g)
Arbiter
4.05(e)(ii)
Assessed Valuation
1.01
Assignment Profit
10.12(a)(i)
Audit Notice
4.05(e)(i)
Available
34.01(a)(i)
Available Electric Capacity
5.04(c)
B Owner
1.01
Bankruptcy Code
1.01
Base Electric Capacity
5.04(a)
Base Lease Year
1.01
Base Lease Year Statement
4.05(b)
Base Operating Amount
1.01
Base PILOT Amount
1.01
Base PILOT Reconciliation Notice
4.06(g)

 
iv
 




Base Rent
3.01(a)
Baseball Arbitrators
33.06(c)(i)
Basement Premises
1.01, 1.01
BB Water Capacity
17.01(a)(iii)
Benefits
32.11(a)
BFP
1.01
BID Charges
1.01
BNYM Tenant
14.01(d)
BOA
47.02(d)
BPCA
1.01
Brokers
18.01
Building
Preamble
Building Appurtenant Space
17.06
Building Systems
1.01
Business Days
17.01(a)(i)
Business Hours
17.01(a)(i)
Casualty
22.01
Casualty Restoration Period
22.03
Central Plant
1.01
Commencement Date
2.04
Commencement Date Agreement
2.04(e)
Commencement Date Notice
2.04(d)
Communications
31.01(a)
Conceptual Alterations
14.01(a)
Concessions Package
33.01(a)
Concierge
45.02
Concierge Option
45.01
Condemnation
23.01
Consumer Price Index
1.01
Contractor
11.03(b)
Corridor Construction Costs
14.10(c)
Corridor Work
1.01
Corridor Work Outside Date
14.10(a)
CPI
1.01
CPI Denominator
1.01
Curing Party
19.01
D Owner
1.01
Damage Notice Date
28.02(a)(ii)
Decorative Alterations
14.01(a)
Default Interest Charge
3.04(a)
Default Rate
3.04(a)
Deficiency
20.04 (e)
Depositary
12.06(b)
Dining Facility
6.01(ii)
Disconnect Switches
5.04(a)
DOB
14.01(e)

 
v
 




E-DSWB-10A and E-DSWB-10B Switches and Emergency Distribution Switchboards
47.01(b)
Electricity Audit Notice
5.01(d)
Electricity Billing Period
5.01(b)
Electricity Dispute Notice
5.01(d)
Elevator Lobby Signage
44.01
Embargoed Person
27.01(a)
Employment Benefit Commencement Date
32.11(h)(i)
Employment Benefit Period
32.11(h)(i)
Employment Credit
32.11(h)(i)
Estimate
33.04(a)
Estimate Notice
22.03
Estimates
33.04(a)
Estimator
22.03
Event of Default
20.01
Expiration Date
1.01
Extra Personnel
1.01
Failing Party
33.04(b)
Fair Market Rent
33.01(b)
FES Availability Notice
37.01(d)
FES Concessions Package
37.01(e)
FES Delivery Date
37.01(c)
FES Delivery Period
37.01(b)
FES Fair Market Rent
37.01(f)
FES Rescission Notice
37.05
Fifth PILOT Comparison Year
1.01
First Contraction Date
41.01
First Contraction Notice
41.02
First Contraction Option
41.01
First Contraction Outside Date
41.02
First Contraction Payment
41.02
First Contraction Space
41.01
First Contraction Transaction Costs
41.02
First Expansion Notice
37.02
First Expansion Option
37.02
First Expansion Space
37.01(a)
First PILOT Comparison Year
1.01
First Renewal Notice
33.02(b)
First Renewal Option
33.02(a)
First Renewal Outside Date
33.02(b)
First Renewal Premises
33.02(b)
First Renewal Term
33.02(a)
First Rent Abatement Period
3.01(c)
First Rent Credit Date
2.05(a)
First Rent Period
3.01(a)(i)
Five Year Renewal Option
33.02(a)

 
vi
 




Floor
1.01
FMR Negotiation Period
33.06(b)
Fourth Rent Period
3.01(a)(i)
Freight Elevator Business Hours
17.01(c)
GAAP
4.01(a)
Governmental Authority
1.01
Gross Sublease Loss
10.12(a)(ii)
Gross Sublease Profit
10.12(a)(ii)
Ground Lease
1.01
Ground Lessor
1.01
Ground Rents
1.01
Ground Tenant
1.01
Hazardous Materials
11.04(a)
High-Rise Floors
1.01
Holidays
17.01(a)(i)
HVAC
17.01(a)
Indemnified Parties
26.01
Indemnified Party
26.01
Initial Contraction Notice
40.01
Initial Contraction Option
40.01
Initial Expansion Notice
36.01(a)
Initial Expansion Option
36.01(a)
Initial Expansion Space
36.01(a)
Initial Expansion Space Commencement Date
36.01(b)
Initial Premises
1.01, 1.01
Initial Tenant Work
7.01(b)
Initial Term
1.01
Insurance Requirements
1.01
Land
Preamble
Landlord
Introduction
Landlord Delay
1.01
Landlord Service Option
45.05
Landlord’s Average Cost Per Kilowatt Hour
1.01
Landlord’s Base Cleaning
17.01(d)
Landlord’s Benefits Cooperation
32.11(a)
Landlord’s Designated Specialty Alterations Notice
14.07(b)
Landlord’s Expansion Work
1.01
Landlord’s Notice
33.06(a)
Landlord’s PILOT Reconciliation Notice
4.06(b)
Landlord’s PILOT Refund Notice
4.06(f)
Landlord’s Restoration Work
22.01
Landlord’s Saving Calculation
4.01(a)(xiv)
Landlord’s Specialty Alterations Restoration Work
28.01(b)
Landlord’s Tax Consultant
4.06(h)
Landlord’s Work
1.01
Late Delivery Termination Date
2.05(b)

 
vii
 




Late Delivery Termination Notice
2.05(b)
Lease
Introduction
Lease Year
1.01
Leasehold Improvements
1.01
LEED
14.08
Legal Requirements
11.01(b)
Lienable Contractors
7.01(a)(iii)
List
27.01(a)
Lobby Desk
45.01
Lobby Desks
45.01
Lobby Elevator Bank Sign
44.01
Lockbox Account Instructions
1.01
Material Alteration
14.01(a)
Mid-Rise Floors
1.01
Negotiation Period
33.04(c)
Net Worth Test
10.01(a)
New Tenant
28.02(a)(ii)
No Tax Contest Letter
4.06(h)
Non-Material Alterations
14.01(a)
Occupy
1.01
OFAC
27.01(a)
Offer Notice
34.01(b)
Offer Space
34.01(a)(ii)
Offer Space Concessions Package
34.01(a)(iii)
Offer Space Conditions
34.01(a)(i)
Offer Space Fair Market Rent
34.01(a)(iv)
Offer Space Inclusion Date
34.01(e)
Offer Space Option
34.01(c)
Offer Space Termination Notice
34.01(f)
OFI
47.02(d)
Operating Estimate
4.04
Operating Expenses
4.01(a)
Operating Share Denominator
1.01
Operating Statement
4.05(a)
PASNY
1.01
PASNY Contract
1.01
Payment Date
3.01(a)
Permitted Transfer
1.01
Permitted Users
1.01
Person
1.01
PILOT
1.01
PILOT Charges
1.01
PILOT Share Denominator
1.01
PILOT Statement
4.06(b)
PILOT Year
1.01
Port Authority Easement Agreement
1.01

 
viii
 




Pre-Approved Contractor
14.01(g)
Pre-Exercise Estimate Option
33.04(a)
Pre-Exercise Estimate Request
33.04(a)
Pre-Existing Hazardous Materials
4.01(b)(36)
Premises
1.01
Primary Block
33.01(c)
Primary Office Use
6.01
Prime Rate
1.01
Prohibited Person
27.01(b)
Prohibited Uses
6.02(a)
Project
1.01
Project Operating Agreement
1.01
Project Operating Charges
1.01
Property Manager
1.01
Punch List Items
2.04(b)
Real Property
Preamble
Recapture Sublease
10.08(f)
Recognition Agreement
10.2
Records
32
Register’s Office
1.01
REIT
32.1
Renewal Notice
33.03(b)
Renewal Option
33.03(a)
Renewal Options
33.03(a)
Renewal Portion
33.01(c)
Renewal Premises
33.03(b)
Renewal Term
33.03(a)
Rent
3.03
Rent Commencement Date
1.01
Rentable Square Feet of the Premises
1.01
Rescheduled Estimate Date
33.04(b)
Reserved Chilled Water Capacity
17.01(a)(iii)
Restoration Funds
22.06(b)(i)
Restroom Renovations
14.09
retail
6.02(a)
Rules and Regulations
13.01
Second Contraction Date
42.01
Second Contraction Notice
42.02
Second Contraction Option
42.01
Second Contraction Outside Date
42.02
Second Contraction Payment
42.02
Second Contraction Space
42.01
Second Contraction Transaction Costs
42.02
Second Expansion Notice
38.02
Second Expansion Option
38.02
Second Expansion Space
38.01(a)

 
ix
 




Second Renewal Notice
33.03(b)
Second Renewal Option
33.03(a)
Second Renewal Outside Date
33.03(b)
Second Renewal Premises
33.03(b)
Second Renewal Term
33.03(a)
Second Rent Abatement Period
3.01(d)
Second Rent Credit Date
2.05(a)
Second Rent Period
3.01(a)(i)
Secured Areas
17.09
Service Provider
32.10
Service Providers
10.01(c)
SES Availability Notice
38.01(d)
SES Concessions Package
38.01(e)
SES Delivery Date
38.01(c)
SES Delivery Period
38.01(b)
SES Fair Market Rent
38.01(f)
SES Rescission Notice
38.05
Shearson/Amex
1.01
Site Manager
1.01
SNDA
8.01(b)
South End Desk Sign
44.01
South End Lobby Desk
45.01
South End Signs
44.01
Specialty Alterations
14.07(a)
Specialty Alterations Amendment
14.07(c)
Specified Restoration Work
22.01
Specified Termination Date
2.05(b)
Stacking Plan
34.01(j)
Subject to CPI Adjustment
1.01
Sublease Costs
10.12(a)(ii)
Substantial Completion Acceptance Notice
2.04(c)
Substantial Completion Notice
2.04(c)
Substantially Completed
2.04(b)
Substantially Completes
2.04(b)
Subtenant
10.03
Successor Entity
10.01(b)
Successor Landlord
8.01(a)
Superior Instrument
8.01(f)
Superior Interest
8.01(f)
Superior Lease
8.01(a)
Superior Lessor
8.01(a)
Superior Loads
47.02(d)
Superior Mortgage
8.01(a)
Superior Mortgagee
8.01(a)
Superior Party
8.01(f)
Supplemental Units
17.01(a)(iii)

 
x
 




SWBD-8B Switch
5.04(b)
Tax Comparison Buildings
1.01
Tax Contest
4.06(h)
Ten Year Renewal Option
33.02(a)
Tenant
Introduction
Tenant Change
22.01
Tenant Delay
1.01
Tenant Entities
26.04
Tenant Generator Equipment
47.02(a)
Tenant Signage
44.01
Tenant’s Auditor
4.05(e)(i)
Tenant’s Broker
18.01
Tenant’s Cleaning Contractors
17.01(e)(iii)
Tenant’s Commencement Date Dispute Notice
2.04(d)
Tenant’s Concierge Conditions
45.03
Tenant’s Direct Electric Service Option
5.08
Tenant’s Electricity Bill
5.01(b)
Tenant’s Electricity Costs
1.01
Tenant’s Electricity Payment
5.01(b)
Tenant’s Main Data Communications Room
17.01(e)(iii)
Tenant’s Meters
5.08
Tenant’s Notice
33.06(a)
Tenant’s Offer Notice
10.08
Tenant’s Operating Payment
4.03
Tenant’s Operating Share
1.01
Tenant’s Parking Spaces
43.01
Tenant’s PILOT Payment
4.06(a)
Tenant’s PILOT Share
1.01
Tenant’s Preparation Work
2.04(f)
Tenant’s Property
15.02
Tenant’s Property Removal Obligation
28.01(b)
Tenant’s Regulators and Auditors
10.02(c)
Tenant’s Restoration Notice
28.01(b)
Tenant’s Restoration Work
22.01
Tenant’s Second Alterations Request
14.01(b)
Tenant’s Signage Conditions
44.01
Tenant’s Specialty Alterations Request Notice
14.07(b)
Tenant’s Statement
4.05(e)(ii)
Tenant’s Sublease Profit
10.12(a)(ii)
Tenant’s Submeters
1.01
Tenant’s Substantial Completion Dispute Notice
2.04(c)
Term
2.02
Third Rent Abatement Period
3.01(d)
Third Rent Credit Date
2.05(a)
Third Rent Period
3.01(a)(i)
Time
47.02(d)

 
xi
 




Total Rent
10.20(c)
Tower C Co.
1.01
Transfer Notice
10.09(a)
TRSCO
1.01
Unavoidable Delays
1.01
Untenantable
17.03(b)
Vertical Wiring
28.01(b)
Winter Garden Desk Sign
44.01
Winter Garden Lobby Desk
45.01
Work Allowance
7.01(a)
Zoning Resolution
1.01




 
xii
 




LEASE (this “Lease”), dated as of June 25, 2014 between WFP TOWER B CO. L.P., a New York limited partnership, having an office c/o Brookfield Financial Properties, L.P., 250 Vesey Street, 15th Floor, New York, New York 10281-1023 (“Landlord”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, having an office at 101 Barclay Street – 15E, New York, New York 10286 (“Tenant”).
TO WITNESS THAT:
WHEREAS, Landlord is willing to lease to Tenant and Tenant is willing to hire from Landlord, on the terms hereinafter set forth, certain space in the office building located at 225 Liberty Street, New York, New York (which building, together with all additions and replacements thereto, is referred to herein as the “Building”) on the land more particularly described on Exhibit A (which land, together with the exclusive easements appurtenant thereto, is referred to herein as the “Land”; the Land and the Building and the plaza, the esplanade, all entranceways, access and egress points, sidewalks and curbs adjacent thereto or servicing the Land and the Building are collectively called the “Real Property”); and
NOW, THEREFORE, Landlord and Tenant agree as follows:





Article 1

TERMS AND DEFINITIONS
Section 1.01    Defined Terms. As used herein, the following terms shall have the respective meanings set forth below:
Affiliate”, when used with respect to any Person, shall mean a Person that, directly or indirectly, controls, is controlled by or is under common control with such Person. For purposes of the foregoing definition, “control” (including “controlled by” and “under common control with”), when used with respect to a Person that is an entity, shall be deemed to mean the ownership, directly or indirectly, of at least 25% of all of the equity interests of such entity and the power to direct or cause the direction of the day-to-day management of such entity.
Assessed Valuation” shall mean the amount for which the Real Property or Tax Comparison Building is or will become assessed when applicable pursuant to applicable provisions of the New York City Charter and of the Administrative Code of The City of New York for the purpose of imposition of real estate taxes.
Bankruptcy Code” shall mean Title 11 of the United States Code, as amended from time to time.
Base Lease Year” shall mean calendar year 2016.
Base Operating Amount” shall mean Operating Expenses for the Base Lease Year, as same may be adjusted pursuant to Section 4.02.
Base PILOT Amount” shall mean the PILOT Charges for the PILOT Year commencing on July 1, 2015 and ending on June 30, 2016; provided, that if the average annual increase in the Assessed Valuation of the Building for the 5 PILOT Years commencing with and including the First PILOT Comparison Year is more than 200 basis points greater than the average annual increase in the Assessed Valuation of the Tax Comparison Buildings (giving equal weight to each of the Tax Comparison Buildings) during the same period, then the Base PILOT Amount shall be increased to the amount necessary so that the average annual increase in the Assessed Valuation of the Building for such 5 PILOT Years shall be equal to the average annual increase in the Assessed Valuation of the Tax Comparison Buildings during such period plus 200 basis points, and Tenant’s PILOT Payments shall be adjusted as set forth in Section 4.06(g) below. By way of example only, if the Assessed Valuation of the Tax Comparison Buildings increases by an average of 5% per annum during such 5 PILOT Years, then the Base PILOT Amount will not be adjusted unless the Assessed Valuation of the Building during such period increased by an average of more than 7% per annum, and if so, then the Base PILOT Amount shall be adjusted to the amount necessary so that the average annual increase in the Building’s Assessed Valuation is equal to 7%.
Basement Premises” has the meaning set forth in this Section 1.01 in the definition of “Premises”.

2



BID Charges” shall mean (i) business improvement district charges and any similar charges imposed on the Building and/or the Land, and (ii) any reasonable and customary expenses incurred by Landlord in contesting the same, which expenses shall be allocated to the PILOT Year to which such expenses relate. Expenses incurred in contesting BID Charges shall be those reasonably and customarily incurred by landlords of first class office buildings in downtown Manhattan. BID Charges shall not include (x) any component of Operating Expenses or (y) any interest and/or penalties resulting from the late payment of BID Charges by Landlord.
Building Systems” shall mean the systems servicing the Building (excluding distribution thereof within the Premises or within other portions of the Building leased or available for lease to tenants), including, without limitation, life safety (including Class E and emergency generators serving the Building, but excluding the Tenant Generator Equipment, if any, and excluding any other generator equipment dedicated to serving one or more specific tenants, as distinguished from tenants and/or the Building generally); base Building HVAC (including the air handling units and other equipment in the base Building mechanical equipment rooms of each Floor); base Building electric; base Building plumbing and standpipes; base Building management systems; and service elevators and passenger elevators.
Central Plant” shall mean the central facility for the (i) production and distribution of condenser/chilled water to the Project, and (ii) distribution of steam to the Project.
Commencement Date” has the meaning set forth in Section 2.04(a).
Consumer Price Index” or “CPI” shall mean the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, New York, N.Y. — Northern N.J.- Long Island, NY-NJ-CT-PA, All Items (1982–84 = 100), or any successor index thereto, appropriately adjusted. If the Consumer Price Index is converted to a different standard reference base or otherwise revised, then whenever the determination of a Consumer Price Index figure is called for herein, the Consumer Price Index shall be converted in accordance with the conversion factors published by the United States Department of Labor, Bureau of Labor Statistics, or, if such Bureau shall not publish the same, as the same may be published by Prentice-Hall, Inc. or any other nationally recognized publisher of similar statistical information reasonably satisfactory to Landlord and Tenant. If the Consumer Price Index ceases to be published, and there is no successor thereto, such other index as Landlord shall reasonably designate and Tenant shall reasonably approve shall be substituted for the Consumer Price Index.
Corridor Work” shall mean (i) the renovation of the common corridors serving the 23rd Floor Premises to a condition consistent with the common corridor on the 26th floor of the building located at 250 Vesey Street, New York, New York, as such common corridor exists on the date of this Lease (the “250 Vesey Corridor”), and in accordance with the finishes set forth on Exhibit GG (which finishes shall be subject to change in Landlord’s discretion prior to Tenant’s submission to Landlord of plans and specifications in respect of the Corridor Work, provided any substitute finishes are of a reasonably comparable quality) and (ii) the demise of the 23rd Floor Premises in accordance with the floor plan of the 23rd Floor Premises set forth on Exhibit B-7.

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CPI Denominator” shall mean, unless otherwise stated, the Consumer Price Index in effect on the date of this Lease.
Expiration Date” shall mean 11:59 p.m. on the last day of the month in which shall occur the day immediately preceding the 20th anniversary of the Commencement Date, as such date may be extended pursuant to any Renewal Option or such earlier date on which this Lease may be cancelled or terminated pursuant to any of the conditions or covenants of this Lease or pursuant to law.
Extra Personnel” shall mean operating engineers, elevator operators and mechanics, loading dock guards, master mechanics, maintenance mechanics, teamster foremen, dockmasters, electricians, security personnel and other support personnel in each case contracted for or employed by or on behalf of Landlord.
Fifth PILOT Comparison Year” shall mean the PILOT Year commencing on July 1, 2020 and ending on June 30, 2021.
First PILOT Comparison Year” shall mean the PILOT Year commencing on July 1, 2016 and ending on June 30, 2017.
Floor” shall mean, as applicable, the entire floor or a portion of the floor in the Building which is part of the Premises.
Governmental Authority” shall mean the United States of America, the State of New York, New York City and any agency, department, commission, board, bureau, instrumentality or political subdivision of any of the foregoing, now existing or hereafter created, having jurisdiction over the Real Property, the Premises or any portions thereof.
Ground Lease” shall mean the Agreement of Severance Lease, covering the Land and the Building, between Battery Park City Authority, as landlord, and Olympia & York Battery Park Company, as tenant, dated as of June 15, 1983, a memorandum of which lease was recorded in the Office of the Register of New York City (New York County) (the “Register’s Office”) on June 20, 1983, in Reel 696, at Page 495, which lease was assigned by Olympia & York Battery Park Company to Olympia & York Tower B Company (“Ground Tenant”) pursuant to that certain Assignment and Assumption of Severance Lease dated as of October 7, 1983, recorded in such Register’s Office on October 7, 1983 in Reel 724, at Page 1258, and which lease was further assigned by WFC Tower B Company (f/k/a Olympia & York Tower B Company) to WFP Tower B Co. L.P. pursuant to that certain Assignment and Assumption of Severance Lease dated as of November 21, 1996, recorded in such Register’s Office on November 27, 1996 in Reel 2396, Page 1897; and which lease was amended by: (a) unrecorded agreement, dated as of August 24, 1984, among Ground Lessor, Ground Tenant and Merrill Lynch & Co., Inc., which agreement is referred to in the recorded memorandum described in clause (b) below; (b) Amendment of Severance Lease, dated as of December 5, 1984, between Ground Lessor and Ground Tenant, a memorandum of which was recorded in such Register’s Office on April 1, 1985, in Reel 892, at Page 1204; (c) unrecorded agreement dated July 12, 1985, among Ground Lessor, Ground Tenant and Bankers Trust Company as Collateral Agent, which agreement is referred to in the recorded memorandum described in

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clause (d) below; (d) Amendment of Severance Lease, dated as of August 15, 1985, between Ground Lessor and Ground Tenant, a memorandum of which was recorded in such Register’s Office on May 19, 1986, in Reel 1065, Page 1548; (e) unrecorded agreement, dated as of January 30, 1987, among Ground Lessor, Ground Tenant and Bankers Trust Company as Collateral Agent, which agreement is referred to in the recorded memorandum described in clause (i) below; (f) unrecorded agreement, dated as of September 23, 1987, between Ground Lessor, Ground Tenant, Bankers Trust Company as Collateral Agent, Merrill Lynch & Co. Inc. and Merrill Lynch/WFC/L, Inc., which agreement is referred to in the recorded memorandum described in clause (i) below; (g) unrecorded agreement, dated as of December 1987, between Ground Lessor and Ground Tenant, which agreement is referred to in the recorded memorandum described in clause (i) below; (h) unrecorded agreement, dated as of June 30, 1988, among Ground Lessor and Ground Tenant, as referred to in the recorded memorandum described in clause (i) below; (i) Amendment of Severance Lease, dated as of July 14, 1988, between Ground Lessor and Ground Tenant, a memorandum of which was recorded in such Register’s Office on October 4, 1988 in Reel 1473, Page 2124, which memorandum also refers to the unrecorded agreements described in clauses (e), (f), (g) and (h) above; (j) unrecorded letter agreement, dated December 14, 1988, between Banker’s Trust Company as Collateral Agent, Ground Lessor and Ground Tenant; (k) Amendment to Development Guidelines, dated as of February 29, 2012, among Brookfield Properties One WFC Co. LLC, Ground Tenant, WFP Tower D. Co. L.P., American Express Company, Ground Lessor, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch/WFC/L, Inc.; (l) Amendment of Severance Lease (Tower B), dated as of June 29, 2012, between Ground Lessor and Ground Tenant; (m) Amendment of Severance Lease (Tower B) dated as of May 29, 2013 between Ground Lessor and Ground Tenant; (n) Amendment of Severance Lease (Tower B) dated as of May 30, 2013 between Ground Lessor and Ground Tenant, a memorandum of which was recorded in such Register’s Office on July 11, 2013 as CRFN 2013000273272, which memorandum also refers to the unrecorded agreements described in clauses (j), (k), (l) and (m) above; (o) Amendment of Severance Lease (Tower B) dated as of September 27, 2013 between Ground Lessor and Ground Tenant, a memorandum of which will hereinafter be recorded in such Register’s Office; (p) Amendment of Severance Lease (Tower B) dated as of February 6, 2014 between Landlord and Tenant, a memorandum of which was submitted for recording in said Register’s Office, which memorandum also refers to the unrecorded agreement described in clause (o) above; and (q) Amendment of Severance Lease (Tower B) dated as of June 24, 2014 between Ground Lessor and Ground Tenant; and as the same may hereafter be entered into, extended, renewed, modified or amended from time to time. The Ground Lease shall also include any lease entered into pursuant to Section 10.14 of the Agreement of Severance Lease described in this definition or any similar agreement entered into for the benefit of a lender; and any reference in this Lease to an Article or Section of the Ground Lease shall mean the particular Article or Section of such Agreement of Severance Lease or of any lease or similar agreement entered into pursuant to Section 10.14 of such Agreement of Severance Lease, as the case may be.
Ground Lessor” shall mean Battery Park City Authority or its successor under the Ground Lease.
Ground Rents” shall mean, collectively, all rents and other amounts payable by Landlord under the Ground Lease including (i) the annual sums of base rent payable by Landlord as tenant under Section 3.01 of the Ground Lease, and (ii) the annual sums, if any, of percentage

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rent, retail rent and other rent payable with respect to the Project by Landlord, as tenant, under, respectively, Sections 3.04 and 3.05 of the Ground Lease.
High-Rise Floors” shall mean floors 26 to 44 in the Building.
Initial Premises” has the meaning set forth in this Section 1.01 in the definition of “Premises”.
Initial Term” shall mean the period commencing on the Commencement Date and ending at 11:59 p.m. on the last day of the month in which shall occur the day immediately preceding the 20th anniversary of the Commencement Date.
Insurance Requirements” shall mean the conditions and requirements of any insurance policy affecting the Real Property or any portion thereof and the rules, regulations, orders and other requirements of the New York Board of Underwriters and/or the New York Fire Insurance Rating Organization and/or any other similar body performing the same or similar functions and having jurisdiction or cognizance over the Building and/or the Premises, whether now or hereafter in force.
Landlord Delay” with regard to Tenant’s performance of the Corridor Work and the Restroom Renovations in respect of the 23rd floor of the Building shall mean, (i) any actual delay in the substantial completion of Tenant’s obligations under Section 14.10 by reason of any intentional act, negligence or omission (where there is a duty to act) of any nature of Landlord or Landlord’s agents, employees, contractors, subcontractors or invitees or (ii) Landlord’s failure to deliver timely the 23rd Floor Premises on or before May 1, 2015 (as such date shall be extended by one day for each day that Landlord is delayed in delivering the 23rd Floor Premises to Tenant as a result of Tenant Delay). Tenant shall promptly notify Landlord after Tenant has actual knowledge of a Landlord Delay (and state in reasonable detail the basis of such Landlord Delay). Any period of Landlord Delay shall not exceed the time period Tenant was actually delayed as a result of such Landlord Delay and any simultaneous Landlord Delays shall be deemed to run concurrently, not consecutively, and shall not be “double” counted.
Landlord’s Average Cost Per Kilowatt Hour” shall mean an amount equal to the quotient obtained by dividing (a) the actual total dollar amount billed by the electrical provider(s) servicing the Building for the relevant Electricity Billing Period (including any taxes, fuel rate adjustments, demand charges and surcharges, but excluding any interest and penalties for late payment, and less any credits, rebates, payments, discounts, refunds or other benefits (whether in cash, kind or other form) and specifically including any of the foregoing provided for or in connection with contracting with or renewing a contract with any such provider) actually received by Landlord whether included on such electrical bill or otherwise provided to Landlord), by (b) the total kilowatt hours of electricity used at the Building for such billing period determined by reference to the meter or meters measuring the same, carried to 6 decimal places.
Landlord’s Expansion Work” shall mean, with respect to, as applicable, any Accepted Offer Space, the Initial Expansion Space, the First Expansion Space and the Second Expansion Space, Landlord’s Work as set forth on Exhibit H, except that (i) the parties acknowledge

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that the Demolition Plans are specific to the Initial Premises, but the demolition to be performed as part of Landlord’s Expansion Work shall be comparable to that shown on the Demolition Plans to the extent applicable to the floor(s) in question, (ii) the items excluded from Landlord’s demolition pursuant to clauses (a), (b) and (d) of Item #1 on Exhibit H are not applicable to Landlord’s Expansion Work and (iii) Item # 14 and Item #18 on Exhibit H need not be performed as part of Landlord’s Expansion Work.
Landlord’s Work” shall mean the work described on Exhibit H.
Lease Year” shall mean each calendar year that shall include any part of the Term.
Leasehold Improvements” shall mean all leasehold improvements, Alterations and fixtures attached to or built into the Premises by, through or under Tenant. “Leasehold Improvements” shall also include all Alterations made by, through or under Tenant outside the Premises on the Real Property (including any equipment and cabling placed or installed by, through or under Tenant outside the Premises on the Real Property). Notwithstanding anything contained in this definition of “Leasehold Improvements” to the contrary, the term “Leasehold Improvements” shall not include (i) items of Landlord’s Work, (ii) items existing prior to the Commencement Date and (iii) Tenant’s Property.
Lockbox Account Instructions” shall mean the instructions for the payment of Rent set forth on Exhibit W hereof, as the same may be added to or modified by Landlord from time to time.
Mid-Rise Floors” shall mean floors 10 to 25 in the Building.
Occupy” shall mean (for purposes of any provisions of this Lease under which any of Tenant’s rights are conditioned upon Tenant “occupying” or being “in occupancy of” a specific percentage or portion of the Premises), that Tenant shall be deemed to be occupying pursuant to this Lease the entire Premises except for all portions of the Premises which are either (a) subleased or licensed to a third party (excluding any such sublease or license under Section 10.01(c) or Section 10.02) or (b) not physically occupied by any Person and then being marketed for sublease or license by Tenant; provided, that if all or substantially all of the Premises (excluding any portions thereof subleased or licensed to, or occupied by, parties not under Section 10.01(c) or Section 10.02) are not physically occupied and Tenant has no good faith intention to return to a substantial portion of the Premises, then Tenant shall be deemed to be not occupying any of the Premises.
Operating Share Denominator” has the meaning set forth in this Section 1.01 in the definition of “Rentable Square Feet of the Premises”.
PASNY” shall mean the Power Authority of the State of New York and any successor or assign thereof.
PASNY Contract” shall mean the agreement between Landlord and PASNY in effect as of the date hereof with respect to the provision of electrical service to the Building.

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Permitted Transfer” shall mean any subleasing of the Premises or assignment of this Lease that, in each case, in accordance with the express provisions of Article 10, does not require the consent of Landlord.
Permitted Users” shall mean Tenant, Tenant’s Affiliates, Service Providers and Tenant’s Regulators and Auditors using or occupying the Premises pursuant to Section 10.01(c) or Section 10.02, Tenant’s permitted subtenants and licensees (including subtenants and licensees permitted without consent and subtenants and licensees to which Landlord has consented) and their respective officers, directors, partners, members, employees and business invitees.
Person” shall mean and include, (a) with respect to Article 10, an individual, corporation, partnership, limited liability company, limited liability partnership, joint venture, trust or unincorporated association, and (b) with respect to all other Sections of this Lease, an individual, corporation, partnership, limited liability company, limited liability partnership, joint venture, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department, authority or agency thereof.
PILOT Charges” shall mean (i) any and all “Payments in Lieu of Taxes” payable by Landlord to the Ground Lessor under the Ground Lease or the City of New York thereunder, as such term is defined in the Project Operating Agreement (“PILOT”), (ii) any and all BID Charges, and (iii) any expenses incurred by Landlord in contesting the assessed value of the Real Property (which expenses shall be those reasonably and customarily incurred by landlords of first class office buildings in downtown Manhattan), which expenses shall be allocated to the PILOT Year to which such expenses relate. PILOT Charges shall not include any interest and/or penalties resulting from the late payment of PILOT Charges by Landlord to the Ground Lessor under the Ground Lease.
PILOT Share Denominator” has the meaning set forth in this Section 1.01 in the definition of “Rentable Square Feet of the Premises”.
PILOT Year” shall mean each period of 12 months, commencing on the first day of July of each such period, in which occurs any part of the Term.
Port Authority Easement Agreement” shall mean the Easement Agreement, dated as of September 1, 1981, among The Port Authority of New York and New Jersey, the Port Authority Trans-Hudson Corporation, BPC Development Corporation and Ground Lessor, recorded in the Register’s Office on October 27, 1981, in Reel 589, Page 868, as amended by Amendment to Easement Agreement dated as of February 8, 1982 and recorded in the Register’s Office on February 3, 1984 in Reel 762, Page 45, Second Amendment to Easement Agreement dated as of January 20, 1984 and recorded in the Register’s Office on February 3, 1984 in Reel 762, Page 65, Third Amendment to Easement Agreement dated as of March 26, 2001, by Fourth Amendment to Easement Agreement, dated as of January 3, 2011 and as the same may be further amended from time to time.
Premises” shall mean the premises from time to time demised under this Lease. “Initial Premises” shall mean, collectively, the following spaces in the Building: (i) that portion of the 23rd floor of the Building substantially as shown on the floor plan annexed hereto as Exhibit

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B-7 (the “23rd Floor Premises”), (ii) the entire rentable area of each of the 17th, 18th, 19th, 20th, 21st and 22nd floors of the Building, substantially as shown on the floor plans annexed hereto as Exhibits B-1 through B-6, respectively and (iii) that portion of the cellar level of the Building substantially as shown on the floor plan annexed hereto as Exhibit G (the “Basement Premises”). The Initial Premises, other than the Basement Premises, is sometimes referred to herein as the “Above-Grade Premises”. The term “Above-Grade Premises” shall not include the Basement Premises.
Prime Rate” shall mean the average, at the time in question, of the rates announced as their respective prime commercial lending rates by Citibank, N.A. and JPMorgan Chase & Co. or their respective successors, and if such prime rates shall cease to be so announced by either or both of such banks, then the term “Prime Rate” shall mean the prime commercial lending rate for large commercial banks reported in The Wall Street Journal. Any interest payable with reference to the Prime Rate shall be adjusted on a daily basis, based upon the Prime Rate in effect at the time in question, and shall be calculated with respect to the actual number of days elapsed on the basis of a 365-day year. If (i) such prime commercial lending rates shall cease to be so announced by either or both of such banks, and (ii) The Wall Street Journal does not report the prime commercial lending rate for large commercial banks, then, the term “Prime Rate” shall mean a rate, reasonably determined by Landlord, from time to time, to be comparable to the rate that had formerly constituted the “Prime Rate” hereunder.
Project” shall mean the “Brookfield Place” project of which the Building is a part, which comprises, inter alia, the buildings located at 200 Liberty Street, 225 Liberty Street, 200 Vesey Street and 250 Vesey Street, as well as the Central Plant, the Winter Garden, any pedestrian bridges and entranceways, access and egress points, sidewalks and curbs, and the plaza and esplanade adjacent to the North Cove, and any and all future additions and replacements thereto.
Project Operating Agreement” shall mean the Project Operating Agreement dated as of June 15, 1983 among Battery Park City Authority (“BPCA”), Olympia & York Battery Park Company and Shearson/American Express, Inc. (“Shearson/Amex”), American Express Company (“Amex”), American Express International Banking Corporation (“Amex Bank”) and American Express Travel Related Services Company, Inc. (“TRSCO”), which agreement was recorded in the Register’s Office on June 20, 1983 in Reel 696, Page 597, as amended by that certain First Amendment of Project Operating Agreement dated as of November 21, 1996 among BPCA, New Tower A LP, WFP Tower B Co. L.P. (“B Owner”), WFP Tower D Co. L.P. (“D Owner”), Amex, American Express Bank, Ltd. (formerly known as Amex Bank), TRSCO, Lehman Brothers Inc. (formerly known as Shearson/Amex, and as successor-by-merger to Lehman Governmental Securities Inc.), Lehman Commercial Paper Incorporated, and Lehman Brothers Holdings Inc., which amendment was recorded in the Register’s Office on November 27, 1996 in Reel 2396, Page 1955, as amended by that certain Pavilion Agreement dated as of December 8, 2011 made by and between Brookfield Financial Properties, L.P. (“BFP”), Brookfield Properties One WFC Co. LLC (“A Owner”), B Owner, D Owner, Amex (for itself and on behalf of TRSCO and BFP Tower C Co. LLC (“Tower C Co.”), BPCA, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch/WFC/L, Inc. and Merrill Lynch & Co. Inc., as amended by that certain Amendment to Development Guidelines dated as of February 29, 2012 made by and between, A Owner, B Owner, D Owner,

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Amex, BPCA, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch/WFC/L, Inc., and as amended by that certain letter agreement dated as of June 29, 2012 made by and between A Owner, B Owner, Tower C Co., D Owner, BPCA, Amex, TRSCO, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch/WFC/L, Inc. and BFP, as amended by that certain Second Amendment to Project Operating Agreement dated as of May 29, 2013 by and among BPCA, A Owner, B Owner, Tower C Co., D Owner, TRSCO and Amex, which amendment was recorded in the Register’s Office on July 11, 2013 as CRFN 2013000273274, as amended by that certain Third Amendment to Project Operating Agreement dated as of May 29, 2013 by and among BPCA, A Owner, B Owner, Tower C Co., D Owner, TRSCO and Amex, which amendment was recorded in the Register’s Office on June 20, 2014 as CRFN 2014000211880, as amended and as assigned from time to time.
Project Operating Charges” shall mean, for any period, the amounts payable for such period by Landlord, as lessee under the Ground Lease, pursuant to the Project Operating Agreement.
Property Manager” shall mean Brookfield Financial Properties, L.P. or any successor manager of the Building.
Rent Commencement Date” shall mean the date occurring in the 10th month after the Commencement Date which is the same numerical date in the month as the Commencement Date (except that if no same numerical date shall exist in such 10th month, the Rent Commencement Date shall be the last day of such 10th month) (as the same may be extended pursuant to Section 2.05).
Rentable Square Feet of the Premises” shall mean for all purposes under this Lease the Rentable Square Feet of the Above-Grade Premises as set forth on Exhibit L annexed. Exhibit L also sets forth the Rentable Square Footage of each of the other Mid-Rise Floors and the High-Rise Floors and the useable square footage of the Mid-Rise Floors and the High-Rise Floors. The Rentable Square Footage and the useable square footage of any such space added to or removed from the Premises during the Term shall be as set forth on Exhibit L (or appropriate fraction thereof if such space is less than a full floor); provided, that in any determination of fair market rent for purposes of this Lease, such determination shall take into account any variation in the measurements set forth on Exhibit L from the loss factors then customary in the market. Tenant hereby acknowledges that it has independently determined the useable and rentable areas being leased hereunder, and that no representation, express or implied, has been or is being made by Landlord with respect to square footage (rentable or otherwise) contained in the Premises. Landlord and Tenant agree that the Building is conclusively deemed to contain 2,423,512 rentable square feet for the purpose of calculating Tenant’s Operating Share (the “Operating Share Denominator”) and 2,512,218 rentable square feet for the purpose of calculating Tenant’s PILOT Share (the “PILOT Share Denominator”); provided, however, that Tenant’s Operating Share and Tenant’s PILOT Share shall be recalculated in the event of any changes in the rentable area of the Premises or the Building due to the addition or the deletion of rentable space or the conversion of office space to retail space (and vice versa).

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Site Manager” shall mean the manager of those areas for which Landlord or its Affiliates is responsible pursuant to the Project Operating Agreement.
Subject to CPI Adjustment”, with reference to a specified amount, shall mean the specified amount, multiplied by a fraction, the numerator of which shall be the Consumer Price Index for the calendar month preceding the date on which such amount is to be adjusted under the provision in question, and the denominator of which is the CPI Denominator.
Tax Comparison Buildings” means the buildings set forth on Exhibit Y annexed hereto, together with the land on which such buildings are located; provided, however, that for purposes of determining whether the proviso in the definition of “Base PILOT Amount” is applicable, the term “Tax Comparison Buildings” shall exclude (i) the Tax Comparison Building having the highest average annual increase in its Assessed Valuation for the 5 PILOT Years commencing with and including the First PILOT Comparison Year and (ii) the Tax Comparison Building having the lowest average annual increase in its Assessed Valuation for the 5 PILOT Years commencing with and including the First PILOT Comparison Year.
Tenant” shall mean the Person named as Tenant on the cover page and in the introductory paragraph hereof, and any successor or assign thereof (provided that nothing in this definition shall be construed as permitting any assignment or subletting or any other transfer otherwise prohibited by the terms of this Lease).
Tenant Delay” shall mean any actual delay beyond the anticipated completion date for the matter at issue that Landlord may encounter in the performance of Landlord’s obligations under this Lease by reason of (i) any intentional act, negligence or omission (where there is a duty to act) of any nature of Tenant or Tenant’s agents, employees, contractors, subcontractors or invitees, including, without limitation, actual delays due to changes in or additions to Landlord’s Work and/or Landlord’s Restoration Work requested by Tenant, Tenant’s failure to timely submit information or to timely give authorizations or approvals required to be given by Tenant hereunder, (ii) postponement of any such work at the request of Tenant, or (iii) any long-lead time items requested by Tenant, provided that in the case of any such changes requested by Tenant or long-lead time items requested by Tenant, Landlord shall have promptly notified Tenant of the potential that same shall constitute a Tenant Delay and Tenant shall not have rescinded its request in writing within 2 days after such notice. Landlord shall promptly notify Tenant after Landlord has actual knowledge of a Tenant Delay (and state in reasonable detail the basis of such Tenant Delay). Any period of Tenant Delay shall not exceed the time period Landlord was actually delayed as a result of such Tenant Delay and any simultaneous Tenant Delays shall be deemed to run concurrently, not consecutively, and shall not be “double” counted.
Tenant’s Electricity Costs” shall mean an amount equal to (i) Landlord’s Average Cost Per Kilowatt Hour for any relevant billing period, multiplied by (ii) the total kilowatt hours of electricity consumed by, through or under Tenant during such billing period, as measured by Tenant’s Submeters.
Tenant’s Operating Share” for the Above-Grade Premises as of the date hereof shall mean 14.302%.

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Tenant’s PILOT Share” for the Above-Grade Premises as of the date hereof shall mean 13.797%%.
Tenant’s Submeters” shall mean the electric submeters installed to measure the actual consumption of electricity by, through or under Tenant.
Unavoidable Delays” shall mean delays incurred by any party due to (i) strikes, labor troubles, acts of God, enemy action, acts of terrorism or civil commotion, (ii) fire or other casualty, (iii) governmental preemption in connection with an emergency, or (iv) any other event or circumstance reasonably beyond the control of the party in question and not caused by the party in question or anyone acting through or on behalf of such party. Unavoidable Delays shall not include a party’s insolvency, financial condition or lack of funds.
Zoning Resolution” shall mean the Zoning Resolution of the City of New York effective December 15, 1961, as amended.
Section 1.02    General Terms. (a) The terms “hereof,” “herein” and “hereunder,” and words of similar import, shall be construed to refer to this Lease as a whole (including the annexed Exhibits), and not to any particular Article, Section, Exhibit or provision, unless expressly so stated.
(b)    All words or terms used in this Lease, regardless of the number or gender in which they are used, shall be deemed to include any other number and any other gender, as the context may require.
(c)    Wherever the word “including” appears in this Lease without the word “not” preceding it and without the phrase “but not limited to” or “without limitation” or a phrase having a similar meaning following it, it shall be deemed that the phrase “but not limited to” shall appear immediately following the word “including”. Likewise, wherever the word “include” appears in this Lease, in a similar grammatical context, without the word “not” preceding it and without the phrase “but not limited to” or “without limitation” or a phrase having a similar meaning following it, it shall be deemed to be followed by the phrase “but not be limited to” or “without limitation”.
Article 2

PREMISES; TERM
Section 2.01    Premises Demised. Landlord hereby demises to Tenant, and Tenant hereby hires and leases from Landlord, the Premises upon and subject to all of the terms, covenants, rentals and conditions provided for herein.
Section 2.02    Term. This Lease shall have a term (the “Term”) commencing on the Commencement Date and expiring, unless sooner terminated as herein provided or pursuant to law, on the Expiration Date.
Section 2.03    Condition of the Premises.

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(a)    Tenant shall accept the Initial Premises on the Commencement Date in its then “as is” condition, except as set forth in Section 14.10(d) and subject to (i) the full completion after the Commencement Date (as distinguished from the Substantial Completion) of Landlord’s Work, (ii) the repair of any latent defects pursuant to Section 2.03(b) and (iii) the performance of Landlord’s ongoing repair obligations pursuant to Section 16.02. Furthermore, Landlord shall not be required to (x) perform any work or render any services to make the Building or the Initial Premises ready or suitable for Tenant’s initial occupancy, except as otherwise expressly provided in this Lease and subject to the full completion after the Commencement Date (as distinguished from the Substantial Completion) of Landlord’s Work, (y) contribute to the cost of any such work or services, except for the Work Allowance, and (z) provide any abatement of Base Rent or Additional Rent other than in respect of the First Rent Abatement Period in accordance with the provisions of Section 3.01(c) and the Second Rent Abatement Period and the Third Rent Abatement Period in accordance with the provisions of Section 3.01(d).
(b)    Landlord shall (i) perform and complete Landlord’s Work in a good and workmanlike manner using first quality materials and in compliance with applicable Legal Requirements, (ii) perform and complete Landlord’s Work at Landlord’s sole cost and expense, (iii) tender delivery of possession of the Initial Premises to Tenant in broom-clean condition and free of all tenancies and other rights of occupancy and (iv) repair any latent defects with respect to Landlord’s Work; provided, however, that, notwithstanding anything herein to the contrary, Tenant notifies Landlord of any such latent defects no later than 18 months after the Commencement Date (except that (x) latent defects shall not include items excluded from Landlord’s demolition obligation as set forth in Paragraph 1 of Exhibit H, and (y) Tenant may give notice to Landlord of any latent defects with respect to any HVAC units installed as part of Landlord’s Work at any time during which the same are covered by an applicable warranty). Tenant shall permit Landlord to enter the Premises for the purpose of (A) completing any applicable Punch List Items with respect to Landlord’s Work set forth in the schedule of Punch List Items prepared by Tenant pursuant to Section 2.04(c) (and Landlord shall complete any such Punch List Items in a prompt and timely manner) and (B) repairing any such latent defects. Landlord shall use commercially reasonable efforts to minimize any interference with the conduct of the Initial Tenant Work and, if applicable, with the conduct of Tenant’s business at the Premises, while performing any such work. Notwithstanding the foregoing, in no event shall Landlord be obligated to complete any such work on an overtime or premium pay basis and Landlord’s performance of any such work shall not be deemed a constructive eviction of Tenant or entitle Tenant to any diminution or abatement of Base Rent or Additional Rent payable by Tenant under this Lease.
Section 2.04    Commencement Date; Delivery of the Premises.
(a)    Commencement Date” means the date on which Landlord shall have Substantially Completed Landlord’s Work and tendered delivery of possession of the entire Initial Premises to Tenant in broom-clean condition and free of all tenancies and other rights of occupancy (or such earlier date on which Tenant or any Person claiming by, through or under Tenant takes possession of the Initial Premises (or any part thereof) for the conduct of its business); provided, however, that, notwithstanding anything to the contrary contained in this Lease, in no event shall the Commencement Date occur prior to January 1, 2015.

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(b)    Landlord may tender delivery of possession of groups of not less than 2 Floors of the Initial Premises to Tenant when Landlord has Substantially Completed the applicable Landlord’s Work on such Floors, but no earlier than January 1, 2015; provided, that the delivery of any such Floors alone shall not affect the Commencement Date, which shall occur only when Landlord has tendered delivery of possession of the entire Initial Premises to Tenant in broom-clean condition and free of all tenancies and other rights of occupancy with Landlord’s Work Substantially Completed. Notwithstanding the foregoing, Landlord may deliver a Substantial Completion Notice to Tenant at any time to initiate the inspection of Landlord’s Work by Landlord and Tenant and the sign-off by Tenant that Landlord’s Work has been Substantially Completed in accordance with the procedures set forth in Section 2.04(c), notwithstanding that no portion of the Premises may be delivered to Tenant earlier than January 1, 2015. “Substantially Completes” and “Substantially Completed” shall mean the completion of the applicable work in a good and workmanlike manner using first quality materials and in compliance with all Legal Requirements applicable to such work, except for any Punch List Items. “Punch List Items” shall mean details of construction and mechanical adjustment which are insubstantial or minor in character, the non-completion of which will have no more than a de minimis effect on (i) Tenant’s access to the applicable portion of the Premises or (ii) Tenant’s ability to commence and diligently perform, using ordinary construction practices (without the need for work on an overtime or premium pay basis), the Initial Tenant Work with respect to such portion of the Premises. Notwithstanding anything to the contrary contained herein, the performance by Landlord of item 19 on Exhibit H shall not be a condition to Substantial Completion by Landlord of Landlord’s Work. Such item of Landlord’s Work may be performed by Landlord concurrently with the performance by Tenant of the Initial Tenant Work, provided that Landlod shall not interefere with the performance by Tenant of the Initial Tenant Work (other than to a de minimis extent), and shall in any event be Substantially Completed on or before the completion of the Initial Tenant Work.
(c)    When Landlord anticipates that the applicable Landlord’s Work on any group of not less than 2 Floors of the Initial Premises shall be Substantially Completed, Landlord shall notify (a “Substantial Completion Notice”) Tenant of the date (an “Anticipated Substantial Completion Date”) on which Landlord expects such Landlord’s Work to be Substantially Completed at least 5 Business Days prior to any such Anticipated Substantial Completion Date. Within 10 Business Days after any such Anticipated Substantial Completion Date, Landlord and Tenant shall inspect the Landlord’s Work on the applicable Floors. If Tenant agrees that such Landlord’s Work has been Substantially Completed, (i) Tenant shall promptly execute and deliver to Landlord a writing to such effect (a “Substantial Completion Acceptance Notice”) and Tenant shall prepare a schedule of the Punch List Items with respect thereto (which schedule shall be delivered to Landlord during or promptly after the conclusion of such inspection); provided, however, that such Substantial Completion Acceptance Notice alone shall not affect the Commencement Date (which shall only occur in accordance with Section 2.04(a)) and (ii) Tenant may take possession of such Floors to perform the Initial Tenant Work, subject to Tenant’s compliance with all of the terms of this Lease (other than the covenants to pay Base Rent and Additional Rent provided for in Article 4), including Tenant’s indemnification obligations under this Lease and Tenant’s obligations to maintain insurance and deliver to Landlord evidence of such insurance pursuant to Article 12. Tenant shall conclusively be deemed to have agreed that the Anticipated Substantial Completion Date set forth in any Substantial Completion Notice was the

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date upon which Landlord Substantially Completed the subject Landlord’s Work, unless within 10 Business Days after Landlord and Tenant inspect the same, Tenant shall deliver a notice (“Tenant’s Substantial Completion Dispute Notice”) to Landlord specifying with reasonable detail the reasons why Tenant asserts that the conditions specified herein for the Substantial Completion of such Landlord’s Work have not been satisfied. If such dispute cannot be resolved within 30 days after the date Tenant has given Tenant’s Substantial Completion Dispute Notice to Landlord, then either party may submit the dispute to expedited arbitration in accordance with Article 21.
(d)    Landlord shall give Tenant notice (the “Commencement Date Notice”) of the date (the “Anticipated Commencement Date”) on which Landlord anticipates that all of Landlord’s Work shall be Substantially Completed at least 5 Business Days prior to the Anticipated Commencement Date. Tenant shall conclusively be deemed to have agreed that the Anticipated Commencement Date set forth in the Commencement Date Notice is the Commencement Date unless within 10 Business Days after the Anticipated Commencement Date set forth in the Commencement Date Notice, Tenant shall deliver a notice (“Tenant’s Commencement Date Dispute Notice”) to Landlord specifying with reasonable detail the reasons why Tenant asserts that the conditions specified herein for the occurrence of the Commencement Date have not been satisfied (provided that Tenant may not assert in any Tenant’s Commencement Date Dispute Notice that Landlord has not Substantially Completed Landlord’s Work with respect to any Floors for which Tenant has given Landlord a Substantial Completion Acceptance Notice). Pending the resolution of such dispute, Tenant shall pay rent to the extent payable with respect to the period in question and the parties shall conduct themselves based upon the assumption that the Commencement Date was the Anticipated Commencement Date set forth in the Commencement Date Notice, without prejudice to Tenant’s position. If it is resolved that the Commencement Date was not the Anticipated Commencement Date set forth in the Commencement Date Notice, any payments of rent paid by Tenant to Landlord for periods prior to the proper Rent Commencement Date shall be credited by Landlord against amounts first due under this Lease. If such resolution cannot be reached within 30 days after the date Tenant has given Tenant’s Commencement Date Dispute Notice to Landlord, then either party may submit the dispute to expedited arbitration in accordance with Article 21.
(e)    When the Commencement Date, the Rent Commencement Date and the Expiration Date, have been determined, Tenant or Landlord shall, at the other’s request, within 10 Business Days after such request is made, execute and deliver a Commencement Date Agreement, substantially in the form attached hereto as Exhibit I (“Commencement Date Agreement”), confirming such dates, but the failure of the parties to sign such Commencement Date Agreement shall not affect the Commencement Date, the Rent Commencement Date and the Expiration Date, so fixed or the validity of this Lease.
(f)    Tenant shall have the right, on reasonable notice to Landlord, at any time prior to the date on which possession of the Premises is delivered to Tenant, to enter the Premises for the purpose of taking measurements, chalking the floor and other surfaces, performing layouts and surveys and preparing plans and specifications (collectively, “Tenant’s Preparation Work”), subject to the reasonable consent of Landlord as to the timing of such entry and subject to Tenant’s compliance with all of the terms of this Lease (other than the covenants to pay Base Rent and Additional Rent provided for in Article 4), including Tenant’s indemnification obligations under

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this Lease and Tenant’s obligations to maintain insurance and deliver to Landlord evidence of such insurance pursuant to Article 12; provided, that Tenant shall not interfere with or delay the performance of Landlord’s Work. If Landlord shall so require, Tenant shall be accompanied by a representative of Landlord during any such access, and Landlord agrees to make a representative available at reasonable times on reasonable notice for such purpose upon the prior request of Tenant.
(g)    If for any reason Landlord shall be unable to deliver possession of the Premises (or any part thereof) to Tenant in accordance with the provisions of this Lease, then except as otherwise specifically provided in Section 2.05, Landlord shall have no liability to Tenant therefor and the validity of this Lease shall not be impaired, nor shall the Term be extended, by reason thereof. This Section shall be an express provision to the contrary for purposes of Section 223-a of the New York Real Property Law and any other law of like import now or hereafter in effect.
Section 2.05    Late Delivery.
(a)    Notwithstanding anything to the contrary contained in this Lease, if Landlord fails to tender delivery of possession of the entire Initial Premises to Tenant with Landlord’s Work Substantially Completed on or before the date (the “First Rent Credit Date”) that is sixty (60) days after the later to occur of (i) January 1, 2015, and (ii) the date on which Tenant shall have obtained any building permit required by applicable Legal Requirements to commence the performance of the Initial Tenant Work, delivered to Landlord all items necessary to schedule the commencement of such work with Landlord and requested a date for the commencement of such work, then Tenant shall be entitled to a credit against the Base Rent payable with respect to the entire Initial Premises equal to (x) for the period beginning on the date immediately after the First Rent Credit Date and ending on the date (the “Second Rent Credit Date”) that is 60 days thereafter, one (1) day of such Base Rent per day until Landlord has so tendered delivery of possession of the entire Initial Premises to Tenant, (y) from and after the day immediately after the Second Rent Credit Date and ending on the date (the “Third Rent Credit Date”) that is 60 days thereafter, two (2) days of such Base Rent per day until Landlord has so tendered delivery of possession of the entire Initial Premises to Tenant and (z) from and after the day immediately after the Third Rent Credit Date, three (3) days of such Base Rent per day until Landlord has so tendered delivery of possession of the Initial Premises to Tenant; provided, however, that each of the First Rent Credit Date, the Second Rent Credit Date and the Third Rent Credit Date shall be extended by one (1) day for each day that Landlord is delayed in performing Landlord’s Work as a result of Unavoidable Delay and/or Tenant Delay (and, in the event Landlord is delayed in performing such Landlord’s Work as a result of Unavoidable Delay and/or Tenant Delay while any rent credit is accruing hereunder, such rent credit shall cease accruing at all times during the continuance of any such Unavoidable Delay and/or Tenant Delay, except that in no event shall such cessation of the accrual of the rent credit exceed 90 days in the aggregate due to Unavoidable Delay). Any such rent credit to which Tenant is entitled pursuant to this Section 2.05(b) shall be applied, until fully depleted, against the first Rent due under this Lease from and after the Commencement Date.
(b)    In addition, and notwithstanding anything to the contrary contained in this Lease, if the Commencement Date has not occurred on or before January 1, 2016 (the “Late Delivery Termination Date”), then, in such event, Tenant shall have the right to terminate this Lease by

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notice (the “Late Delivery Termination Notice”) given to Landlord on or before the date that is 10 days after the Late Delivery Termination Date, time being of the essence, and such termination shall be effective upon the date (the “Specified Termination Date”) specified therefor in the Late Delivery Termination Notice (which Specified Termination Date shall not be less than 30 days after the date Tenant gives the Late Delivery Termination Notice to Landlord), unless the Commencement Date shall have occurred on or before the Specified Termination Date in which event the Late Delivery Termination Notice shall be null and void ab initio and this Lease shall remain in full force and effect; provided, however, that the Late Delivery Termination Date shall be extended by one day for each day that Landlord is delayed in performing Landlord’s Work as a result of Tenant Delay and/or Unavoidable Delay (except that in no event shall the Late Delivery Termination Date be extended by more than 365 days in the aggregate due to Unavoidable Delay).
(c)    The rights granted to Tenant under this Section 2.05 shall constitute Tenant’s exclusive remedies for Landlord’s failure to deliver to Tenant the Premises on or before any particular date.
Article 3

RENT
Section 3.01    Base Rent. (a)  Tenant shall pay to Landlord with respect to the Initial Premises, subject to the provisions of Article 36 and Article 40, base rent (the “Base Rent”) at the following annual rates in equal monthly installments in advance, commencing on the Rent Commencement Date and thereafter on the first day of each and every month during the Term (a “Payment Date”):
(i)    in respect of the Above-Grade Premises:
(A)
from the Rent Commencement Date to and including the last day of the month in which the day immediately preceding the 5th anniversary of the Rent Commencement Date occurs (the “First Rent Period”), at the rate of $18,716,778.00 per annum, payable in 12 equal monthly installments of $1,559,731.50;
(B)
from the day following the First Rent Period to and including the last day of the month in which the day immediately preceding the 10th anniversary of the Rent Commencement Date occurs (the “Second Rent Period”), at the rate of $20,449,813.00 per annum, payable in 12 equal monthly installments of $1,704,151.08;
(C)
from the day following the Second Rent Period to and including the last day of the month in which the day immediately preceding the 15th anniversary of the Rent Commencement Date occurs (the “Third Rent Period”), at the rate of $22,182,848.00 per annum, payable in 12 equal monthly installments of $1,848,570.67; and

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(D)
from the day following the Third Rent Period to and including the Expiration Date (the “Fourth Rent Period)”, at the rate of $23,915,883.00 per annum, payable in 12 equal monthly installments of $1,992,990.25.
(ii)    in respect of the Basement Premises:
(A)
for the First Rent Period, at the rate of $5,600.00 per annum, payable in 12 equal monthly installments of $466.67;
(B)
for the Second Rent Period, at the rate of $6,400.00 per annum, payable in 12 equal monthly installments of $533.33;
(C)
for the Third Rent Period, at the rate of $7,200.00 per annum, payable in 12 equal monthly installments of $600.00; and
(D)
for the Fourth Rent Period, at the rate of $8,000.00 per annum, payable in 12 equal monthly installments of $666.67.
During each Renewal Term, the Base Rent shall be the amount provided therefor in Article 33. If the Base Rent increases on any day other than the first day of the month, then the Base Rent for such month shall be appropriately increased to take into account the actual number of days in such month from and after the effective date of any such increase in the Base Rent. If the day on which Base Rent is payable is a Saturday or Sunday, or a Holiday on which the banks in New York City are closed, Base Rent shall be due and payable on the next immediately succeeding day on which such banks are open.
(b)    Tenant shall pay all Rent as the same shall become due and payable under this Lease (i) in the case of Base Rent and recurring Additional Rent, by wire transfer of immediately available federal funds or by Automated Clearing House credit (provided that the origination of Automated Clearing House transactions complies with applicable Legal Requirements), in each case in accordance with the Lockbox Account Instructions, and (ii) in the case of all other sums, either by wire transfer or Automated Clearing House credit as aforesaid or by check (subject to collection) drawn on a United States bank having banking branches in the continental United States, in each case at the times provided herein and except as expressly set forth in this Lease, without notice or demand and, except as expressly set forth in this Lease, without set-off, deduction or counterclaim. All Rent shall be paid in lawful money of the United States to Landlord at its office in the United States or such other place in the United States as Landlord may from time to time designate in writing to Tenant. Tenant shall not be in default of Tenant’s obligation to pay any such Base Rent and Additional Rent if and for so long as Tenant shall timely comply with Landlord’s wire instructions in connection with such payments. Accordingly, if Tenant shall have timely complied with Landlord’s wire instructions in connection with any such payment, but the funds shall thereafter have been misdirected or not accounted for properly by the recipient bank designated by Landlord, then the same shall not relieve Tenant of its obligation to make the payment so wired, but shall toll the due date for such payment until the wired funds shall have been located. Except to the extent specifically otherwise provided in this Lease, all bills, invoices and statements rendered

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to Tenant with respect to this Lease shall be binding and conclusive on Tenant unless, within 270 days after receipt of same, Tenant notifies Landlord that it is disputing the same.
(c)    Notwithstanding anything contained in this Lease to the contrary, if an Event of Default occurs at any time during the period commencing on the Commencement Date and ending on the day immediately preceding the Rent Commencement Date (such period being referred to herein as the “First Rent Abatement Period”), then the Rent Commencement Date shall be deemed to have occurred on the date of such Event of Default; provided, however, that if Tenant cures such Event of Default and Landlord accepts such cure and does not exercise any right of Landlord under Article 20 to terminate this Lease or dispossess Tenant, then the Rent Commencement Date shall return to the date originally scheduled as the Rent Commencement Date before such Event of Default (and the First Rent Abatement Period shall be reinstated as the period commencing on the date of such cure and ending on the day immediately preceding the Rent Commencement Date and any Rent paid from the date of such Event of Default until the date of such cure shall be credited to Tenant). The foregoing shall not be deemed or construed to create any obligation of Landlord to accept the cure of any Event of Default or otherwise limit any of Landlord’s rights under Article 20 following an Event of Default.
(d)    In addition to the abatement of Base Rent during the First Rent Abatement Period, Base Rent shall be abated (i) for the first 4 full calendar months occurring in the Third Rent Period (such period being referred to herein as the “Second Rent Abatement Period”) and (ii) for the first 4 full calendar months occurring in the Fourth Rent Period (such period being referred to herein as the “Third Rent Abatement Period ”). Notwithstanding the foregoing, if an Event of Default occurs at any time during the Second Rent Abatement Period or the Third Rent Abatement Period, then the Second Rent Abatement Period or the Third Rent Abatement period, as applicable, shall be deemed to have expired on the date of such Event of Default; provided, however, that if Tenant cures such Event of Default and Landlord accepts such cure and does not exercise any right of Landlord under Article 20 to terminate this Lease or dispossess Tenant, then the Second Rent Abatement Period and/or Third Rent Abatement Period, as applicable, shall return to the period originally scheduled as the Second Rent Abatement Period or the Third Rent Abatement Period before such Event of Default (and the Second Rent Abatement Period or the Third Rent Abatement Period shall be reinstated as the period commencing on the date of such cure and ending on the day originally scheduled as the expiration of the Second Rent Abatement Period or the Third Rent Abatement Period and any Rent paid from the date of such Event of Default until the date of such cure shall be credited to Tenant). The foregoing shall not be deemed or construed to create any obligation of Landlord to accept the cure of any Event of Default or otherwise limit any of Landlord’s rights under Article 20 following an Event of Default.
Section 3.02    Additional Rent. All amounts other than Base Rent required under this Lease to be paid by Tenant, including Tenant’s Operating Payment, PILOT Charges, Tenant’s Electricity Costs and any fine, penalty or interest that may be imposed for nonpayment or late payment thereof, shall constitute additional rent (“Additional Rent”) and shall be paid when due in accordance with the terms of this Lease, without any abatement, set-off, deduction or counterclaim, except as may be specifically provided in this Lease. Unless another due date or time period is provided in this Lease, Additional Rent shall be paid by Tenant to Landlord within 30 days after a statement from

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Landlord is delivered to Tenant that such Additional Rent is due. If Tenant shall fail to pay any Additional Rent when the same shall be due and payable in accordance with the terms hereof, Landlord shall have all rights, powers and remedies with respect hereto as are provided herein or by law in the case of nonpayment of any Base Rent.
Section 3.03    Survival of Rent Obligation. Tenant’s obligation to pay Base Rent and Additional Rent (collectively, “Rent”) during the Term as provided in this Lease, and any obligation of Landlord to refund an overpayment of same to Tenant, shall survive the expiration or earlier termination of this Lease.
Section 3.04    Default Interest. (a)  If any payment of Rent (which term, for purposes of this Section 3.04 only, shall exclude any charges imposed under this Section 3.04) is not paid (i) on the due date specified therefor in this Lease, or (ii) if no due date is specified but a number of days is expressly provided within which the item of Rent in question shall be paid, within such number of days, or (iii) if no due date or number of days for payment is set forth in this Lease with respect to the item of Rent in question, within 30 days after the date upon which demand therefor is made and, except in the case of Base Rent, such failure shall continue for 5 days after written notice from Landlord indicating that the same is past due, then interest (the “Default Interest Charge”) on the sums so overdue at an annual rate (the “Default Rate”) equal to the lesser of (A) the highest rate permitted by law and (B) 4% in excess of the Prime Rate, for the period from the day following the date or period referred to in clause (i), (ii) or (iii) (whichever is applicable) of this Section 3.04(a) to the date of actual payment, shall become due and payable to Landlord by Tenant after demand. In calculating the Default Interest Charge, the Default Rate shall accrue from the date such item of Rent was due (without regard to any grace period set forth in this Section 3.04(a), to and including the date of payment.
(b)    No failure by Landlord to insist upon the strict performance by Tenant of its obligations to pay any Default Interest Charge shall constitute a waiver by Landlord of its right to enforce the provisions of this Section 3.04 in any instance thereafter occurring. The provisions of this Section 3.04 shall not be construed in any way to extend any grace periods or notice periods or limit any remedies of Landlord that may be provided for in Article 20.
Section 3.05    Payment of Lesser Amount. No payment by Tenant or receipt or acceptance by Landlord of a lesser amount than the correct amount of any Rent shall be deemed to be other than a payment on account, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance or pursue any other remedy in this Lease or at law.
Section 3.06    Legal Rent Restrictions. If any portion of the Rent payable under the terms and provisions of this Lease shall be or become uncollectible, reduced or required to be refunded because of any rent control or similar act or law enacted by a Governmental Authority, Tenant shall enter into such agreements and take such other commercially reasonable steps (without any additional expense or liability to Tenant) as Landlord may reasonably request and as may be legally permissible to permit Landlord to collect the maximum rents which from time to time during the continuance of such legal rent restriction may be legally permissible (and not in excess of the

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amounts reserved therefor under this Lease). Upon the termination of such legal rent restriction during the Term, (a) the Rent in question shall become and thereafter be payable in accordance with the amounts reserved herein for the periods following such termination, and (b) Tenant shall pay to Landlord, to the maximum extent legally permissible, an amount equal to the amount of the Rent in question which would have been paid pursuant to this Lease but was not paid due to such legal rent restriction together with interest on such amount at the Prime Rate from the date the Rent in question would have been paid to the date on which such amount is paid.
Article 4

OPERATING EXPENSES; PILOT
Section 4.01    Operating Expenses. (c)Operating Expenses” shall mean, subject to the limitations hereinafter set forth, all costs and expenses (and taxes thereon, if any, provided that such taxes, or any portion thereof, shall not be included within PILOT Charges) paid or incurred by Landlord or on behalf of Landlord, without duplication and only to the extent properly allocable to the Real Property, in respect of the operation, cleaning, repair, replacement, safety (including fire safety), management, security and maintenance of the Real Property and, to the extent set forth below, the Project, and the services provided to occupants of the Building, computed using the accrual method of accounting, in accordance with generally accepted accounting principles consistently applied (“GAAP”), including, without limitation:
(i)    salaries, wages, bonuses and termination payments as required by any union contracts paid to, and the cost of any hospitalization, medical, surgical, union and general welfare benefits (including group life insurance), any pension, retirement or life insurance plans and other benefits or similar expenses relating to, the Building manager, his staff and other employees of Landlord or its Affiliates (including that portion of the salary, benefits and wages of the Site Manager that are properly allocable to the Building);
(ii)    social security, unemployment and other payroll taxes, and the cost of providing disability and workers’ compensation coverage imposed by any Legal Requirements, union contract or otherwise with respect to said employees;
(iii)    the cost of electricity (other than that furnished to space occupied or available to be occupied by tenants or other occupants of rentable areas in the Building), gas, hot water for heating, steam, water, chilled water, air conditioning and other fuel and utilities furnished to all tenants in reasonably proportionate amounts without express cost to such tenants or other occupants or furnished to the Real Property (or any common area thereof) but excluding the cost of any such utilities furnished exclusively to space occupied or available to be occupied by tenants or other occupants of rentable areas in the Building;
(iv)    the cost of casualty, rent, liability, fidelity and any other insurance required to be carried by Landlord under the Ground Lease and such other insurance (of a type customary for real property similar to the Real Property) as Landlord carries or hereafter carries with respect to the Real Property, all as reasonably allocated to the Real Property by Landlord in accordance with its current practices;

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(v)    the cost of maintenance and painting common areas of the Building (but not any space occupied by tenants or available for occupancy by tenants);
(vi)    the cost or rental of all Building and cleaning supplies, tools, materials and equipment;
(vii)    the cost of uniforms, work clothes and dry cleaning for Building employees and personnel at and below the grade of Building manager;
(viii)    the costs and expenses attributable to window cleaning, concierge, security and fire safety personnel, services or maintenance of systems;
(ix)    charges of independent contractors rendering services or materials to the extent relating to the operations of the Real Property;
(x)    telephone and stationery to the extent related to the operation of the Real Property;
(xi)    legal, accounting and other professional fees and disbursements (including those incurred in the calculation and invoicing of Tenant’s Operating Payments, PILOT Charges and electricity payments owed by tenants pursuant to provisions comparable to Article 5 and in the enforcement of the Ground Lease on behalf of tenants generally of the Building); provided, that such fees and disbursements shall not be included to the extent that they are incurred by Landlord in connection with disputes with tenants or other occupants of the Building, including, without limitation, disputes related to the calculation of escalation payments similar in nature to the escalation rent payable hereunder, or the enforcement of leases, licenses or other occupancy agreements;
(xii)    the Building’s allocated share (as determined pursuant to the Project Operating Agreement) of Project Operating Charges with respect to the Project, less any reimbursements received by or credited to Landlord under the terms of the Project Operating Agreement (to the extent the reimbursed or credited amounts were included in Operating Expenses for any Lease Year); provided, that (x) any costs included in Project Operating Charges which are required to be capitalized in accordance with GAAP may only be included in Operating Expenses if same meet the requirements of clause (I), (II) or (III) of Section 4.01(a)(xiv), in which case such costs shall be amortized as provided for, and shall be subject to any applicable limit provided for, in Section 4.01(a)(xiv) and (y) the exclusions from Operating Expenses set forth in Section 4.01(b) below shall also be applicable to any costs and expenses relative to the Project which are included in Project Operating Charges; provided, that for this purpose the term “Landlord” as used in such exclusions shall also mean and include the landlord or owner of any other portion of the Project, and the term “Building” as used in such exclusions shall also mean and include the Project;
(xiii)    the cost of common area decorations in the Building (subject to any sharing agreement under the Project Operating Agreement);
(xiv)    the cost of all alterations, repairs, replacements and/or improvements made at any time by or on behalf of Landlord, whether structural or non-structural, ordinary or

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extraordinary, foreseen or unforeseen, and whether or not required by this Lease, and all tools and equipment related thereto; provided, that if in accordance with GAAP, any of the costs referred to in this clause (xiv) are required to be capitalized, then such costs shall not be included in Operating Expenses unless they (I) are required by any Legal Requirements (x) enacted on or after the date of this Lease or (y) enacted prior to the date of this Lease but with respect to which the obligation to comply first arises after the date of this Lease (as opposed to an obligation that arose before the date of this Lease but which did not have to be complied with until after the date of this Lease), (II) are intended to reduce expenses that would otherwise be included in Operating Expenses or (III) constitute a replacement of any component part of the Building Systems which in Landlord’s reasonable judgment is prudent to make in lieu of repairs to the replaced item(s), in which event the cost thereof, together with interest on such costs under clauses (I) and (III) above at the Prime Rate in effect on December 31 of the Lease Year in which such costs were incurred, shall be amortized on a level payment basis (including principal and, as applicable, interest) and included in Operating Expenses commencing when the item in question is put into service and continuing over the useful life of the item in question (as determined in accordance with GAAP); provided, that no such costs shall be included in Operating Expenses for the Base Lease Year. The annual amount so included in Operating Expenses for any year on account of any such capital improvement or capital item under clause (II) of this clause (xiv), shall not exceed Landlord’s reasonable calculation (“Landlord’s Saving Calculation”), made after the end of such year, of the actual savings in Operating Expenses achieved by such capital improvement or capital item in such year. Landlord’s Savings Calculation shall be supported by an analysis prepared by a reputable third party engineer or consultant on behalf of Landlord in accordance with commercially reasonable industry standards with respect to the applicable item (and which analysis, at Tenant’s request, shall be furnished by Landlord to Tenant);
(xv)    costs and expenses properly allocated by Landlord to areas in the Project that are used for Building management offices, storage areas, workshops or similar purposes, provided, that such areas are in portions of the Project that are designated as rentable to tenants and also provided that (x) such costs are for the purpose of managing the Building only and not any other real property unless properly allocated, (y) such rent for such areas shall not exceed (and in the Base Lease Year shall not be less than) the then fair market rental value for any such space (based upon recently completed transactions in the Building) and that the amount of space allocated for the Building management office, storage areas, workshops or similar purposes shall not exceed the lesser of (A) 4,500 rentable square feet and (B) the actual rentable square footage of space so allocated for the Base Lease Year, and (z) the exclusions from Operating Expenses set forth in Section 4.01(b) below shall also be applicable to any costs and expenses under this clause (xv), except that for this purpose the term “Landlord” as used in such exclusions shall also mean and include the landlord or owner of any other portion of the Project, and the term “Building” as used in such exclusions shall also mean and include the Project;
(xvi)    levies and assessments, fees, dues, and other similar or like charges paid to civic or other real estate organizations;
(xvii)    all other costs and expenses properly allocated by Landlord to the operation, cleaning, repair, replacement, safety (including fire safety), management, security and

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maintenance of the Land and Building and the entranceways, access and egress points, sidewalks, curbs, plazas and other areas forming a part of or adjoining or servicing the Land and the Building, in accordance with the standards applicable to a first-class office building in downtown Manhattan; and
(xviii)    management fees equal to 2.5% of gross revenues derived from the Building (regardless of whether the actual management fee paid by Landlord is more or less than such amount); provided, that any rentable space in the Building that is either (A) not subject to a lease or (B) subject to a lease under which the tenant is not then paying fixed or base rent (including, e.g., this Lease during the First Rent Abatement Period, the Second Rent Abatement Period and the Third Rent Abatement Period), shall be deemed to be paying fixed or base rent at the same rate per rentable square foot as the Base Rent then being paid by Tenant under this Lease in respect of the Initial Premises (or, when applying this clause (B) to (x) the First Rent Abatement Period, $54.00 per Rentable Square Foot per annum with respect to the Above-Grade Premises and $35.00 with respect to the Basement Premises, (y) the Second Rent Abatement Period, $64.00 per Rentable Square Foot per annum with respect to the Above-Grade Premises and $45.00 with respect to the Basement Premises and (z) the Third Rent Abatement Period, $69.00 per Rentable Square Foot per annum with respect to the Above-Grade Premises and $50.00 with respect to the Basement Premises), and further provided that the methodology used to calculate the Base Lease Year management fees shall also be used to calculate any subsequent Lease Year management fees, regardless of a change in ownership.
(d)    Notwithstanding anything contained to the contrary in Section 4.01(a), “Operating Expenses” shall exclude or have deducted from them, as applicable:
(1)    salaries, wages, compensation and benefits of: (a) any employee (whether paid by Landlord or the Property Manager): (x) above the grade of Building manager or similarly designated on-site individual who has responsibility for the management of the Building (except that that portion of the salary, benefits and wages of the Site Manager which is properly allocable to the Building shall be included in Operating Expenses), or (y) who does not devote substantially all of his or her time to the Building, unless such wages, salaries and benefits of any such employee at or below the grade of Building manager who does not devote substantially all of his/her time to the Building are equitably prorated to reflect a reasonable allocation of time spent on operating, managing or otherwise servicing the Building, (b) any officer, member or partner of Landlord or its affiliates, or (c) clerks, attendants or other persons or entities in commercial concessions, if any, operated by Landlord or any affiliate thereof;
(2)    capital expenditures per GAAP other than those permitted in clause (xiv) of Section 4.01(a);
(3)    amounts received or recoverable by Landlord (or would have been received had Landlord carried the required insurance) through proceeds of insurance or condemnation proceedings to the extent they are compensation for sums otherwise included in Operating Expenses;

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(4)    costs incurred in performing work for or furnishing services to any tenant or occupant of the Building, including any work or other allowance to any tenant for its installation, whether at such tenant’s or occupant’s or Landlord’s expense, to the extent that such work or services are in excess of any work or services that Landlord is obligated to perform for or furnish to Tenant at no extra cost to Tenant (it being understood that work or services that Landlord is obligated to perform for or furnish to Tenant does not include Landlord’s Work or the Work Allowance);
(5)    depreciation, amortization and other non-cash charges, except as provided above in clause (2) of this Section 4.01(b);
(6)    brokerage commissions, advertising and promotional expenses and legal or other fees and expenses incurred in leasing or attempting to lease any portion of the Building or incurred in any sale or attempted sale of the Building or any interest therein or any portion thereof;
(7)    the cost of electricity furnished to Tenant pursuant to Article 5 and chilled water furnished to Tenant pursuant to Section 17.01, and the cost of electricity, steam, natural gas or chilled water furnished to any other tenant or other occupant;
(8)    financing or refinancing costs (including brokers’, bankers’ and attorneys’ fees and disbursements), prepayment premiums and principal and interest payments and penalties in respect of any indebtedness, except as provided above in clause (2) of this Section 4.01(b);
(9)    any taxes or other amounts included in PILOT Charges and any interest and/or penalties resulting from the late payment of PILOT Charges by Landlord to the Ground Lessor under the Ground Lease;
(10)    the cost of any item included in Section 4.01(a) above to the extent that Landlord is entitled to reimbursement or indemnification for such cost by a tenant or any other party, other than by payment of such tenant’s share under provisions comparable to this Article 4 (regardless of whether or not reimbursement is calculated over a base year), including, without limitation, any amounts paid by Tenant under this Lease to Landlord;
(11)    succession, gains, estate, recording, transfer, inheritance, excise, excess profits, occupancy or rent, gift, stamp, foreign ownership or control, income, franchise, capital, payroll (other than such taxes as are described in Section 4.01(a)(ii)) and doing-business taxes payable by Landlord or any charges and/or taxes which are payable by individual tenants;
(12)    legal fees, brokerage commissions and other transaction costs and expenses incurred by Landlord in connection with a sale or transfer of its interest in the Building or the Real Property or in any Person or entity of whatever tier owning an interest therein;

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(13)    fees to any Affiliate of Landlord to the extent the same are in excess of market rates (subject, however, to Section 4.01(a)(xviii));
(14)    costs of any repairs, replacements or modifications to the Premises or the Real Property (A) to the extent Landlord is, or is entitled to be, reimbursed or compensated therefor by insurance proceeds or condemnation awards, or (B) for which Landlord would have been compensated by insurance had Landlord carried all the coverages required to be carried by Landlord under the Ground Lease;
(15)    payments owed by Landlord under the Project Operating Agreement (other than Project Operating Costs expressly permitted hereby); any late charges imposed under the Project Operating Agreement by reason of Landlord’s failure timely to comply with its obligations thereunder; and charges incurred in removing equitable liens properly imposed on the Real Property under Section 4.11(b) of the Project Operating Agreement;
(16)    arbitration, auditing and legal fees and expenses which are (A) unrelated to the repair, replacement, safety, maintenance, management, operation, cleaning or security of the Building and unrelated to the preparation of statements required pursuant to additional rent or lease escalation provisions, (B) required pursuant to the Ground Lease or Project Operating Agreement or (C) those related to the leasing of rentable space, disputes with tenants or occupants or with any Superior Lessor or Superior Mortgagee or any party to the Project Operating Agreement, the prosecution or defense of any action involving any tenant or occupant at the Building or any Superior Lessor or Superior Mortgagee or party to the Project Operating Agreement, and the modification or extension of any mortgage or any ground, underlying or superior lease;
(17)    Ground Rents and any rent, additional rent or other charge under any lease or sublease assumed, directly or indirectly, by Landlord, other than any sums (such as insurance premiums) payable thereunder that would otherwise constitute Operating Expenses hereunder;
(18)    the cost of any judgment, settlement or arbitration award resulting from any tort liability, including without limitation, any deductible under any liability insurance policy and all related legal fees and disbursements;
(19)    expenditures on account of Landlord’s acquisition or sale of any air rights or development rights or any other real property interests pertaining to the Real Property or the Project, including related legal fees and disbursements;
(20)    the cost of installing, operating and maintaining any communications or other dishes or antennas on the roof of the Building which are unrelated to the maintenance, management, operation and security of the Building or any specialty service or amenity such as an observatory, broadcasting facility, or club;
(21)    the cost of enforcing any obligations of other tenants or occupants of the Building;

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(22)    the cost of any work or service performed for any facility other than the Real Property or any portion thereof;
(23)    the cost of any expansions to the Building after the date hereof and any costs arising therefrom (including, without limitation, increased PILOT Charges and Operating Expenses, unless, regarding PILOT Charges and Operating Expenses only, (A) the Rentable Square Footage of such expansion is included in computing the denominator for purposes of Tenant’s PILOT Share and Tenant’s Operating Share and (B) the Base PILOT Amount and Base Operating Amount are grossed up to the amounts (from and after the inclusion in such denominators of such Rentable Square Footage) to the amount they reasonably would have been had the Building included such additional Rentable Square Footage in the Base Lease Year and in the PILOT Year commencing July 1, 2015 and ending June 30, 2016, in which case such PILOT Charges and Operating Expenses shall be included therein);
(24)    expenses (including, without limitation, attorney’s fees and overtime pay) incurred in curing a default by Landlord under this Lease or any other lease of space in the Building, a contract for services at the Building, or under any mortgage or insurance policy affecting the Building to the extent that such expenses are greater than the expenses Landlord would have incurred had Landlord performed such obligation timely;
(25)    any off-site general and administrative expenses not associated with the operation of the Real Property;
(26)    any bad debt loss, rent loss or reserves for bad debts or rent loss;
(27)    all costs associated with the operation of the business of the entity which constitutes Landlord, as the same are distinguished from the costs of operation of the Real Property;
(28)    to the extent that any costs that are otherwise includable in Operating Expenses are incurred with respect to both the Real Property and other properties, there shall be excluded from Operating Expenses a fair and reasonable percentage thereof that is properly allocable (or otherwise allocated) to such other properties;
(29)    costs to acquire works of fine art to the extent that such costs exceed the costs of decorative art work customarily found in first class office buildings in downtown Manhattan (but nothing contained herein shall be deemed to preclude Landlord from including as an Operating Expense the cost to clean, maintain and secure any such works of art);
(30)    without limiting the generality of any provision of this Article, the construction or other capital costs of the following projects: (I) the structural expansion on the eastern side of the Winter Garden to provide a climate controlled/weather protected entry point for pedestrians at the western terminus of the WTC East/West Connector, (II) the reconfiguration of the Winter Garden to accommodate the new pedestrian traffic pattern

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accessing the WTC East/West Connector, (III) the reconfiguration of the lobby level and street level of the Building to the west of the Building core that is currently common corridor and retail space to accommodate a quick service dining terrace with vendors and public seating on the lobby level and a fresh food market with related restaurants and outdoor dining on the street level, and (IV) the West Street underpass;
(31)    expenses directly resulting from the gross negligence or willful misconduct of Landlord, the Property Manager, Ground Lessor or any Superior Party or their agents, servants or employees;
(32)    reserves of any kind;
(33)    the costs of repairs, replacements or other work occasioned by the exercise of eminent domain;
(34)    costs incurred for or on account of any alterations performed by any tenant including: (i) costs of reviewing plans and specifications and/or inspecting or supervising work, (ii) costs of any services provided to such tenant in connection therewith, or (iii) utility shutdowns;
(35)    any overhead (including general and administrative expenses) or profit increments to Landlord for services otherwise includable in Operating Expenses; provided, that with respect to services provided by Affiliates of Landlord, the cost of such services may include overhead and profit so long as such cost does not violate clause (13) above;
(36)    any costs incurred in installing or owning any conference facilities, fitness centers, dining facilities or transportation services, unless such improvements are offered for use by tenants of the Building generally without the charge of a specific fee for such use;
(37)    costs associated with the removal, encapsulation or other treatment of any materials characterized as of the date hereof as Hazardous Materials (“Pre-Existing Hazardous Materials”), other than any such costs with respect to (i) vermiculite in or about the public or common areas of the Building and (ii) any Pre-Existing Hazardous Materials in or about the public or common areas of the Building (other than asbestos) used in compliance with all applicable Legal Requirements in the ordinary course of operating and maintaining the Building, all of which costs may, subject to the other applicable provisions of this Section 4.01, be included in Operating Expenses;
(38)    Intentionally Omitted;
(39)    costs of any awards, judgments or settlements of damage claims paid by Landlord (or by any Person incurring any expenses with respect to the Project which are otherwise includable in Operating Expenses) resulting from any tort liability and the costs of Landlord in defending itself in any legal action filed against Landlord alleging any such

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liability including, without limitation, all related legal fees and disbursements and any deductible under any general commercial liability insurance policy;
(40)    costs, fines, penalties, legal fees, liens or costs of litigation incurred due to the late payment of taxes, utility bills or other costs (including ground rents) incurred by Landlord’s failure to make such payments when due;
(41)    any costs, other than costs relating to the common areas of the Building, incurred in connection with any space in the Building devoted to retail use, which costs shall be reasonably allocated by Landlord (it being understood that, as reasonably determined by Landlord, (x) the costs of operating and maintaining the common areas adjoining such retail areas may be included in Operating Expenses and (y) costs incurred by Landlord for insurance and other costs which are incurred in connection with the retail areas together with the other portions of the Building (and not separately for such retail areas), shall not be excluded from Operating Expenses pursuant to this clause (41));
(42)    costs relating to withdrawal liability or unfunded pension liability under any multi-employer pension plan act or similar laws;
(43)    costs and expenses that would not have been incurred but for an obligation to indemnify any Building tenant or occupant (including Tenant), pursuant to its lease or otherwise, to the extent that such costs and expenses are greater than the costs and expenses Landlord would have incurred in the absence of any such obligation;
(44)    costs arising from Landlord’s charitable or political contributions, except as otherwise permitted pursuant to clause (xvi) of Section 4.01(a);
(45)    costs that Landlord incurs in operating an ancillary service in the Building in respect of which users pay a separate charge (such as a shoe shine stand, a newsstand or a stationery store), including any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord;
(46)    any interest, fine, penalty, fee or other late charge payable by Landlord, except to the extent a late payment by Landlord was incurred with respect to a payment which was the responsibility of Tenant hereunder and which Tenant did not make in a timely fashion or did not make at all; and
(47)    expenses of relocating or moving any tenant(s) of the Building.
Any permitted costs or expenses (i) shall be calculated in accordance with GAAP and included in Operating Expenses for any year no more than once (notwithstanding that such costs or expenses may fall under more than one of the permitted categories of Operating Expenses) and (ii) which should be allocated, in accordance with GAAP, between the Building, on the one hand, and any other property owned by Landlord or an Affiliate of Landlord, on the other hand, shall be properly allocated in accordance therewith.

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Section 4.02    Adjustments to Operating Expenses. If during any Lease Year (including, without limitation, the Base Lease Year) (a) any space on or above the 3rd floor of the Building shall be vacant or unoccupied, and/or (b) the tenant or occupant of any space on or above the 3rd floor of the Building undertook to perform work or services therein in lieu of having Landlord (or Landlord’s Affiliates) perform the same and the cost thereof would have been included in Operating Expenses, then, in any such event(s), the Operating Expenses for such period shall be increased by an amount equal to the additional Operating Expenses that would reasonably have been incurred if such space had been 100% occupied or if Landlord (or Landlord’s Affiliates) had performed such work or services, as the case may be.
Section 4.03    Operating Payment. Commencing on the Rent Commencement Date, for each Lease Year after the Base Lease Year, Tenant shall pay to Landlord in accordance with Sections 4.04, 4.05 and 4.07 below (“Tenant’s Operating Payment”), Tenant’s Operating Share of the amount, if any, by which Operating Expenses for such Lease Year exceed the Base Operating Amount.
Section 4.04    Estimates of Operating Payments. For each Lease Year after the Base Lease Year, Landlord may furnish to Tenant a written statement setting forth Landlord’s estimate of Tenant’s Operating Payment (an “Operating Estimate”) for such Lease Year. Tenant shall pay to Landlord on each Payment Date during each Lease Year an amount equal to 1/12th of the Operating Estimate for such Lease Year. If Landlord has not furnished an Operating Estimate prior to the commencement of any such Lease Year, then (a) assuming an Operating Estimate had been furnished with respect to a previous Lease Year, until the first Payment Date following the month in which a current Operating Estimate is furnished to Tenant, Tenant shall pay to Landlord on each Payment Date an amount equal to the monthly sum payable by Tenant to Landlord under this Section 4.04 in respect of the last month of the preceding Lease Year; and (b) regardless of whether an Operating Statement had been previously furnished, promptly after an Operating Estimate is furnished to Tenant or together therewith, Landlord shall give notice to Tenant stating whether the aggregate amount of the installments of Tenant’s Operating Payment previously made for such Lease Year (if any) is more or less than the aggregate amount of the installments of Tenant’s Operating Payment that should have been made for such Lease Year in accordance with such Operating Estimate; and (i) if there shall be a deficiency, Tenant shall pay the amount thereof within 30 days after delivery of such Operating Estimate, or (ii) if there shall have been an overpayment, Landlord, at Tenant’s election, if elected by Tenant by notice given to Landlord within 15 days after the date Landlord has given the Operating Estimate to Tenant or, if such notice shall not be timely given by Tenant, then, at Landlord’s election, shall either refund to Tenant the amount thereof within 30 days after the delivery of such Operating Estimate or credit Tenant against the Rent subsequently payable under this Lease with the amount of such excess (so long as there are sufficient Rent payments remaining to be paid by Tenant to satisfy such credit); and (iii) on the first Payment Date following the month in which such Operating Estimate is furnished to Tenant, and monthly thereafter throughout the remainder of such Lease Year, Tenant shall pay to Landlord an amount equal to 1/12th of Tenant’s Operating Payment shown on such Operating Estimate. Landlord may at any time or from time to time furnish to Tenant a revised Operating Estimate (but in no event more than once per calendar year) and, in such case, Tenant’s Operating Payment for such Lease Year shall

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be adjusted and paid or refunded, as applicable, substantially in the same manner as provided in the preceding sentence.
Section 4.05    Landlord’s Annual Operating Statement. (a) Within 180 days after the end of each Lease Year following the Base Lease Year, Landlord shall endeavor to furnish to Tenant Landlord’s statement in respect of Operating Expenses for such Lease Year (an “Operating Statement”). Currently, the form of Operating Statement used by Landlord is substantially in the form attached hereto as Exhibit U. Landlord reserves the right, from time to time, to change the form of Operating Statement provided such changes do not result in less information and/or fewer categories of Operating Expenses being provided than is provided in Exhibit U. If any Operating Statement shall show that the sums paid by Tenant under Section 4.04 exceeded Tenant’s Operating Payment owed for such Lease Year, Landlord, at Tenant’s election, if elected by Tenant by notice given to Landlord within 15 days after the date Landlord has given the Operating Statement to Tenant or, if such notice shall not be timely given by Tenant, then, at Landlord’s election, shall either refund to Tenant the amount thereof within 30 days after the delivery of such Operating Statement or credit Tenant against the Rent subsequently payable under this Lease with the amount of such excess (so long as there are sufficient Rent payments remaining to be paid by Tenant to satisfy such credit). If any Operating Statement shall show that the sums so paid by Tenant were less than Tenant’s Operating Payment owed for such Lease Year, Tenant shall pay the amount of such deficiency within 30 days after the delivery of such Operating Statement.
(b)    Within 180 days after the end of the Base Lease Year, Landlord shall endeavor to furnish to Tenant Landlord’s statement in respect of Operating Expenses for such Base Lease Year (the “Base Lease Year Statement”), which Base Lease Year Statement shall be substantially in the same form and contain the same categories of Operating Expenses as the form of Operating Statement.
(c)    Landlord’s failure to render an Operating Statement with respect to any Lease Year shall not prejudice Landlord’s right to thereafter render an Operating Statement with respect thereto or with respect to any subsequent Lease Year; provided, that if Landlord shall fail to render an Operating Statement to Tenant with respect to any Lease Year within 2 years after the end of such Lease Year, then (i) Landlord shall be deemed to have waived any further right to collect an underpayment by Tenant of Operating Expenses for such Lease Year (but in no event shall the foregoing relieve Landlord of its obligation to deliver an Operating Statement to Tenant or pay any excess owed to Tenant in accordance with this Section 4.05) and (ii) Tenant’s obligation to pay Additional Rent under this Article 4 in respect of Operating Expenses shall thereafter be suspended subject to retroactive reinstatement (subject to clause (i) above) when Landlord furnishes an Operating Statement for such Lease Year.
(d)    Landlord’s failure to render the Base Lease Year Statement shall not prejudice Landlord’s right to thereafter render such Base Lease Year Statement; provided, that (i) Tenant shall not be required to pay any deficiency for any Lease Year under Section 4.05(a) until Tenant shall have received the Base Lease Year Statement and (ii) if Landlord shall fail to render the Base Lease Year Statement within 2 years after the end of the Base Lease Year, then Tenant’s obligation to pay Additional Rent under this Article 4 in respect of Operating Expenses shall be suspended subject

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to retroactive reinstatement (subject to clause (i) above) when Landlord furnishes the Base Lease Year Statement.
(e)    (i)    Tenant, upon notice given to Landlord (an “Audit Notice”) within 270 days after Tenant’s receipt of an Operating Statement for any Lease Year after the Base Lease Year, may elect to have Tenant’s designated (in such notice) auditor (which may be such Person as Tenant elects) (“Tenant’s Auditor”) examine such of Landlord’s books and records (collectively, the “Records”) as are relevant to the Operating Expenses for such Lease Year for a period not to exceed 120 days following the date on which all of the relevant Records are first made available to Tenant’s Auditor as provided in this Section 4.05(e)(i) in response to Tenant’s notice as aforesaid. Tenant, upon giving to Landlord an Audit Notice within 270 days after Tenant’s receipt of the Base Lease Year Statement, may elect to have Tenant’s Auditor examine such of the Records as are relevant to Operating Expenses for the Base Lease Year for a period of 120 days following the date on which all of the relevant Records are first made available to Tenant’s Auditor as provided for in this Section 4.05(e)(i) in response to the Audit Notice as aforesaid. Notwithstanding the foregoing, (A) Tenant may delay its giving of the Audit Notices and examination of the Records with respect to the Base Lease Year and with respect to, as elected by Tenant, the first, second and/or third Lease Years after the Base Lease Year until after Tenant has received the Base Lease Year Statement and the Operating Statements for, as applicable based on Tenant’s election, the first, second and third Lease Years after the Base Lease Year, (B) with respect to the Base Lease Year and such first, second and/or third Lease Years, the 270 day periods provided for above and below shall run from the last day on which Tenant has received the Base Year Lease Statement and the Operating Statements for such first, second and/or third Lease Years (as applicable based on Tenant’s election) and (C) with respect to the Base Lease Year and such first, second and/or third Lease Years, the 120 day periods provided for above and below shall run from the day on which all of the relevant Records for the Base Lease Year and, as applicable based on Tenant’s election, the first, second and third Lease Years after the Base Lease Year have been made available to Tenant’s Auditor as provided for in this Section 4.05(e)(i) in response to Tenant’s notices as aforesaid. As a condition to Tenant’s right to have the Records examined for any Operating Statement, Tenant shall pay all sums required to be paid in accordance with the Operating Statement in question. If Tenant shall not give an Audit Notice within such applicable 270 day periods described above following Tenant’s receipt of the Base Lease Year Statement or any Operating Statement, then such statement shall be conclusive and binding upon Tenant absent fraud on the part of Landlord or any person acting on behalf of Landlord. For the avoidance of doubt, Tenant acknowledges that Tenant shall have the right to examine the Records with respect to the Base Lease Year one time and, as provided above, may do so with its examination of the Records with respect to, as elected by Tenant, the first, second and/or third Lease Years after the Base Lease Year as aforesaid. Tenant and Tenant’s employees, representatives (including attorneys and accountants) and Tenant’s Auditor shall treat all Records as confidential, except as required by law or in connection with any proceeding under this Section 4.05 or other enforcement of Tenant’s right under this Lease, and, upon request by Landlord such parties, shall confirm such confidentiality obligation in writing pursuant to a reasonable confidentiality agreement that shall be substantially in the form attached hereto as Exhibit BB.
(ii)    Tenant, within 180 days after the date on which all of the applicable Records are first made available as provided above in Section 4.05(e)(i), may send a notice

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(“Tenant’s Statement”) to Landlord that Tenant disagrees with (A) the applicable Operating Statement, specifying in reasonable detail the basis for Tenant’s disagreement and providing to the extent reasonably possible the amount of the Tenant’s Operating Payment that Tenant claims should have been correctly paid and/or (B) if applicable, the Base Lease Year Statement, specifying in reasonable detail the basis for Tenant’s disagreement and providing to the extent reasonably possible the Base Operating Amount that Tenant claims is correct. If Tenant fails to deliver a Tenant’s Statement within such 180 day period, then such Operating Statement or Base Lease Year Statement, as the case may be, shall be conclusive and binding on Tenant absent fraud on the part of Landlord or any person acting on behalf of Landlord. If Tenant delivers a Tenant Statement within such 180 day period, then Landlord and Tenant shall attempt to resolve such disagreement. If they are unable to do so, then provided that the amount of the Tenant’s Operating Payment Tenant claims is correct is more than 5% different from the amount of the Tenant’s Operating Payment Landlord claims is correct, Tenant may notify Landlord, within 120 days after the date on which Tenant furnishes Tenant’s Statement, that Tenant desires to have such disagreement determined by a certified public accountant (the “Arbiter”) whose determination made in accordance with this Section 4.05(e)(ii) shall be binding upon the parties. If Tenant timely delivers a Tenant’s Statement, the disagreement referenced therein is not resolved by the parties and Tenant fails to notify Landlord of Tenant’s desire to have such disagreement determined by an Arbiter within the 120 day period set forth in the preceding sentence, then the Operating Statement or Base Lease Year Statement to which such disagreement relates shall be conclusive and binding on Tenant absent fraud on the part of Landlord or any person acting on behalf of Landlord. The cost of the Arbiter shall be borne equally by Landlord and Tenant; provided, that (A) if the determination of the Arbiter is that Operating Expenses for the applicable Lease Year were not overstated by more than 3% (or in the case of the Base Lease Year were not understated by more than 3%), then Tenant shall pay the cost of the Arbiter and (B) if the determination of the Arbiter is that Operating Expenses for the applicable Lease Year were overstated by more than 5% (or in the case of the Base Lease Year were understated by more than 5%), then Landlord shall pay the cost of the Arbiter. The Arbiter shall be a certified public accountant who has at least 5 years of experience in commercial real estate accounting and is a member of an independent certified public accounting firm comprised of at least 15 members who shall be certified public accountants. If Landlord and Tenant shall be unable to agree upon the designation of the Arbiter within 15 days after notice from one party to the other requesting agreement as to the designation of the Arbiter, then either party shall have the right to request that the American Arbitration Association (or any organization which is the successor thereto) (the “AAA”) designate as the Arbiter a certified public accountant having the qualifications described above in this Section 4.05(e)(ii), and the cost of such certified public accountant shall be borne as provided above in the case of the Arbiter designated by Landlord and Tenant. Any determination made by an Arbiter in accordance with this Section 4.05(e)(ii) shall set forth the correct Operating Expenses and Operating Payment for the Lease Year in question and/or the correct Base Operating Amount and shall be conclusive and binding upon the parties. Notwithstanding anything to the contrary set forth herein, (x) the determination of the Operating Expenses and Operating Payment by the Arbiter shall not exceed the amount determined to be due in the first instance by the Operating Statement, nor shall such determination be less than the amount claimed to be correct by Tenant in Tenant’s Statement and (y) the determination of the Base Operating Amount by the Arbiter shall not be less than the amount set forth in the Base Lease Year Statement or more than the amount set forth in the Tenant’s Statement, and any determination which does not comply with the foregoing shall be null and void

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and not binding on the parties. In rendering such determination the Arbiter shall not add to, subtract from or otherwise modify the provisions of this Lease, including the immediately preceding sentence. Pending the resolution of any contest pursuant to this Section 4.05(e)(ii), and as a condition to Tenant’s right to prosecute such contest, Tenant shall pay all sums required to be paid in accordance with the Operating Statement in question.
(iii)    If, as a result of Tenant’s review of the Records or an arbitration described in Section 4.05(e)(ii), (A) it is determined that Landlord overstated Operating Expenses for any Lease Year or understated the Base Operating Amount, then Landlord shall reimburse Tenant the amount overpaid by Tenant, and if such overpayment was in an amount exceeding 3% of the total Operating Expenses for the applicable Lease Year, then such reimbursement shall be made together with interest thereon at the Default Rate from July 1 of the Lease Year in question to the date of reimbursement by Landlord and (B) if it is determined that Landlord overstated Operating Expenses for any Lease Year, or understated the Base Operating Amount in the Base Lease Year, in either case, by more than 5%, then Landlord shall reimburse Tenant for the actual out-of-pocket costs paid to Tenant’s Auditor for conducting the audit in question; provided, that if Tenant compensated Tenant’s Auditor on a contingency basis, then Landlord shall be required to so reimburse Tenant only for the lesser of (x) the compensation so paid to Tenant’s Auditor and (y) the amount that Tenant would have had to pay to Tenant’s Auditor if Tenant’s Auditor had been compensated at a fixed hourly rate equal to then prevalent rates in the market.
Section 4.06    PILOT Payment. (a) Commencing on the Rent Commencement Date, if PILOT Charges for any PILOT Year (or portion thereof) shall exceed the Base PILOT Amount, Tenant shall pay to Landlord a sum (“Tenant’s PILOT Payment”) equal to Tenant’s PILOT Share of the amount by which PILOT Charges payable for such PILOT Year (the first and last of such payments to be prorated in accordance with Section 4.07(b)) are greater than the Base PILOT Amount.
(b)    Landlord may furnish Tenant, prior to the commencement of each PILOT Year, with a written statement (a “PILOT Statement”) setting forth Landlord’s reasonable estimate of Tenant’s PILOT Payment for such PILOT Year. Tenant shall pay to Landlord on each Payment Date during such PILOT Year, an amount equal to 1/12th of Landlord’s estimate of Tenant’s PILOT Payment for such PILOT Year. If Landlord has not furnished Tenant with a PILOT Statement for a particular PILOT Year or if Landlord shall furnish any such estimate for a PILOT Year subsequent to the commencement thereof, then (i) until the first Payment Date following the date on which a PILOT Statement is furnished for such PILOT Year to Tenant, Tenant shall pay to Landlord on each Payment Date an amount equal to the monthly installment payable by Tenant to Landlord under this Section 4.06 in respect of the last month of the preceding PILOT Year, and (ii) promptly after any PILOT Statement is furnished to Tenant or together therewith, Landlord shall give notice to Tenant stating whether the aggregate amount of the installments of Tenant’s PILOT Payment previously made for such PILOT Year (if any) is more or less than the aggregate amount of the installments of Tenant’s PILOT Payment that should have been made for such PILOT Year in accordance with such PILOT Statement, and (x) if there shall be a deficiency, Tenant shall pay the amount thereof within 30 days after delivery of such PILOT Statement, or (y) if there shall have been an overpayment, Landlord, at Tenant’s election, if elected by Tenant by notice given to Landlord

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within 15 days after the date Landlord has given such PILOT Statement to Tenant or, if such notice shall not be timely given by Tenant, then, at Landlord’s election, shall either refund to Tenant the amount thereof within 30 days after the delivery of such PILOT Statement, or credit Tenant against the Rent subsequently payable under this Lease with the amount of the overpayment (so long as there are sufficient Rent payments remaining to be paid by Tenant to satisfy such credit), and (z) on the first Payment Date following the date on which such PILOT Statement is furnished to Tenant, and on each Payment Date thereafter during the remainder of such PILOT Year, Tenant shall pay to Landlord an amount equal to 1/12th of Tenant’s PILOT Payment shown on such PILOT Statement. Landlord may at any time or from time to time (but in no event more than once per calendar year of the Term) furnish to Tenant a revised PILOT Statement and, in such case, Tenant’s PILOT Payment for such PILOT Year shall be adjusted and paid or refunded (or credited), as the case may be, substantially in the same manner as provided in the preceding sentence. Within a reasonable period following the date on which Landlord becomes aware of the PILOT Charges for a PILOT Year or any adjustments thereto as the result of a tax contest or otherwise, Landlord shall give notice to Tenant (“Landlord’s PILOT Reconciliation Notice”) stating whether the aggregate amount of the installments of the estimated Tenant’s PILOT Payment previously made for such PILOT Year is more or less than the actual Tenant’s PILOT Payment required to be made for such PILOT Year, and (I) if there shall be a deficiency, Tenant, shall pay the amount thereof within 30 days after demand therefor, or (II) if there shall have been an overpayment, Landlord, at Tenant’s election, if elected by Tenant by notice given to Landlord within 15 days after the date Landlord has given Landlord’s PILOT Reconciliation Notice to Tenant or, if such notice shall not be timely given by Tenant, then, at Landlord’s election, shall either refund to Tenant the amount thereof within 30 days after the delivery of such Landlord’s PILOT Reconciliation Notice, or credit Tenant against the Rent subsequently payable under this Lease with the amount of the overpayment (so long as there are sufficient Rent payments remaining to be paid by Tenant to satisfy such credit). Each PILOT Statement and Landlord’s PILOT Reconciliation Notice shall be accompanied by copies of the PILOT invoice rendered to Landlord by the Ground Lessor for PILOT Charges for any PILOT Year.
(c)    Landlord’s failure to render a PILOT Statement or a Landlord’s PILOT Reconciliation Notice with respect to any PILOT Year at the times contemplated herein shall not prejudice Landlord’s right to thereafter render a PILOT Statement or a Landlord’s PILOT Reconciliation Notice with respect thereto or with respect to any subsequent PILOT Year; provided, that if Landlord shall fail to render a Landlord’s PILOT Reconciliation Notice to Tenant with respect to any PILOT Year within 2 years after the end of such PILOT Year, then (i) Landlord shall be deemed to have waived any further right to collect an underpayment by Tenant of PILOT Charges for such PILOT Year (but in no event shall the foregoing relieve Landlord of its obligation to deliver a Landlord’s PILOT Reconciliation Notice to Tenant or pay any excess owed to Tenant in accordance with this Section 4.06) and (ii) Tenant’s obligation to pay Additional Rent under this Article 4 in respect of PILOT Charges shall thereafter be suspended subject to retroactive reinstatement (subject to clause (i) above) when Landlord furnishes a Landlord’s PILOT Reconciliation Notice for such PILOT Year.
(d)    Each Landlord’s PILOT Reconciliation Notice and each Base PILOT Reconciliation Notice shall be conclusive and binding upon Tenant unless within 270 days after receipt thereof Tenant shall notify Landlord that it disputes the correctness of such Landlord’s PILOT

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Reconciliation Notice, specifying those respects in which it is claimed to be incorrect (it being agreed, however, that Tenant shall have no right to dispute or contest the Assessed Valuation of the Building), and except as so specified, every Landlord’s PILOT Reconciliation Notice shall be conclusive and binding upon Tenant.
(e)    Notwithstanding anything contained herein to the contrary, if the PILOT Charges comprising the Base PILOT Amount are reduced as a result of an appropriate proceeding or otherwise, such PILOT Charges as so reduced shall for all purposes be deemed to be the Base PILOT Amount and Landlord shall notify Tenant of the amount by which the Tenant’s PILOT Payments previously made were less than the Tenant’s PILOT Payments required to be made under this Section 4.06, and Tenant shall pay the deficiency within 30 days after demand therefor.
(f)    If Landlord shall receive a refund of PILOT Charges for any PILOT Year, Landlord shall promptly notify (“Landlord’s PILOT Refund Notice”) Tenant thereof and Landlord, at Tenant’s election, if elected by Tenant by notice given to Landlord within 15 days after the date Landlord has given such Landlord’s PILOT Refund Notice to Tenant or, if such notice shall not be timely given by Tenant, then, at Landlord’s election, shall either pay to Tenant, or credit against the Rent subsequently payable under this Lease (so long as there are sufficient Rent payments remaining to be paid by Tenant to satisfy such credit), Tenant’s PILOT Share of the net refund (after deducting from such total refund the actual, reasonable out-of-pocket costs and expenses of obtaining the same, including, without limitation, appraisal, accounting and attorneys' fees and disbursements, to the extent that such costs and expenses were not theretofore included in PILOT Charges); provided, such payment or credit to Tenant shall in no event exceed the PILOT Payment paid by Tenant for such PILOT Year.
(g)    Promptly after the Fifth PILOT Comparison Year (or within 30 days after notice from Tenant if Landlord has not given a Base PILOT Reconciliation Notice to Tenant within 120 days after the Fifth PILOT Comparison Year), Landlord shall determine whether or not the proviso in the definition of “Base PILOT Amount” is applicable and shall notify Tenant thereof (a “Base PILOT Reconciliation Notice”), which notice shall include Landlord’s computation thereof (and supporting documentation), and if such computation results in a modification of the Base PILOT Amount, shall include a recomputation of all Tenant’s PILOT Payments required to be made by Tenant commencing with and including the First PILOT Comparison Year. If there shall have been an overpayment, Landlord, at Tenant’s election, if elected by Tenant by notice given to Landlord within 15 days after the date Landlord has given a Base PILOT Reconciliation Notice to Tenant or, if such notice shall not be timely given by Tenant, then, at Landlord’s election, shall either refund to Tenant the amount thereof, within 30 days after the delivery of such notice, or credit Tenant against the Rent subsequently payable under this Lease the amount of the overpayment (so long as there are sufficient Rent payments remaining to be paid by Tenant to satisfy such credit). Thereafter, Landlord shall deliver to Tenant from time to time additional Base PILOT Reconciliation Notices promptly upon the final determination of the Assessed Valuation of the Building or of any of the Tax Comparison Buildings for the 5 PILOT Years commencing with and including the First PILOT Comparison Year, and the parties shall make any necessary adjustment to Tenant’s PILOT Payments paid by Tenant as aforesaid.

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(h)    Landlord shall, with respect to each PILOT Year, file an Application for Correction and pursue diligently and in good faith a proceeding seeking a reduction in the Assessed Valuation of the Building (a “Tax Contest”); provided, however, that Landlord shall not be required to pursue a Tax Contest if Landlord obtains with respect to such PILOT Year a letter (a “No Tax Contest Letter”) from a recognized certiorari attorney or consultant (such attorney or consultant, “Landlord’s Tax Consultant”) that in such Person’s opinion it would not be advisable or productive to pursue a Tax Contest. Landlord shall furnish Tenant with a copy of each No Tax Contest Letter obtained by Landlord promptly after Landlord obtains the same. Upon Tenant’s request made within 30 days after the date Landlord furnishes Tenant with a copy of a No Tax Contest Letter, Landlord shall allow Tenant, at Tenant’s sole cost and expense, to consult with Landlord’s Tax Consultant regarding the applicable No Tax Contest Letter; provided, however, that in no event shall Landlord be required to pursue a Tax Contest as a result of any such consultation. In the event Landlord brings or settles a Tax Contest for the Base PILOT Year in conjunction with a Tax Contest for another PILOT Year prior to or after the Base PILOT Year, Landlord shall not arbitrarily settle the taxes for the Base PILOT Year and other years by placing a disproportionate amount of the savings in the Base PILOT Year.
Section 4.07    Prorations of Tenant’s Operating Payments and Tenant’s PILOT Payments. (a)  If the Rent Commencement Date or the Expiration Date shall occur on a date other than January 1 or December 31, any Additional Rent owed under Section 4.03 for the Lease Year in which the Rent Commencement Date occurs or the last Lease Year, respectively, shall be apportioned in that percentage which the number of days in the period from the Commencement Date to December 31 (with respect to the Lease Year in which the Rent Commencement Date occurs) or from January 1 to the Expiration Date (with respect to the last Lease Year), both inclusive, shall bear to the total number of days in such Lease Year (based on a year of, as applicable, 365 or 366 days).
(b)    If the Rent Commencement Date or the Expiration Date shall occur on a date other than July 1 or June 30, any Additional Rent owed under Section 4.06 for the PILOT Year in which the Rent Commencement Date occurs or the last PILOT Year, respectively, shall be apportioned in that percentage which the number of days in the period from the Commencement Date to June 30 (with respect to the PILOT Year in which the Rent Commencement Date occurs) or from July 1 to the Expiration Date (with respect to the last PILOT Year), both inclusive, shall bear to the total number of days in such PILOT Year (based on a year of, as applicable, 365 or 366 days).
(c)    In the event of the expiration or termination of this Lease, any such Additional Rent owed or to be refunded under this Article 4 shall be paid within 30 days after submission of an Operating Statement or PILOT Statement, as the case may be, and the rights and obligations of Landlord and Tenant under the provisions of this Article 4 with respect to any Additional Rent (including Tenant’s rights under Section 4.05(c), Section 4.06(b) and Section 4.06(c)) shall survive the expiration or termination of this Lease, except as expressly provided to the contrary in Sections 4.05(c), 4.05(d) and 4.06(c).
Section 4.08    General. If the Building shall be condominiumized, then Tenant’s Operating Payments and PILOT Payments shall, if necessary, be equitably adjusted such that Tenant shall

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thereafter continue to pay the same share of the PILOT Charges and Operating Expenses of the Building as Tenant would pay in the absence of such condominimization.
Article 5

ELECTRICITY
Section 5.01    Tenant’s Electricity Costs. (a)  Subject to the terms and conditions set forth in this Article 5, Landlord shall provide to Tenant, and Tenant shall obtain from Landlord, electricity for the Premises on a submetered basis. Tenant shall pay to Landlord monthly in accordance with Section 5.01(b), an amount equal to 102% of Tenant’s Electricity Costs for electricity used in the Premises.
(b)    Landlord shall deliver to Tenant a monthly bill (“Tenant’s Electricity Bill”) for an amount equal to 102% of Tenant’s Electricity Costs for the period commencing with the day following the last day covered in any previous bill (“Electricity Billing Period”) delivered by Landlord under this Section 5.01(b), and Tenant shall pay the amount set forth in such bill (“Tenant’s Electricity Payment”) within 30 days after such bill is delivered to Tenant. Each Tenant’s Electricity Bill will be accompanied by a summary of the meter readings for each of Tenant’s Submeters and a copy of Landlord’s bill for the entire Building (other than any portions of the Building receiving direct electric service) from the applicable utility company for the purpose of permitting Tenant to confirm Landlord’s charges for electricity. Tenant and its representatives shall have access to Tenant’s Submeters from time to time during the Term of this Lease (but not more frequently than once per month) on at least one days’ notice (which need not be in writing) for the purpose of verifying Landlord’s meter readings.
(c)    Landlord’s failure to render Tenant’s Electricity Bill with respect to any Electricity Billing Period shall not prejudice Landlord’s right to thereafter render Tenant’s Electricity Bill with respect to such Electricity Billing Period or with respect to any subsequent Electricity Billing Period; provided, that if Landlord shall fail to render a Tenant’s Electricity Bill to Tenant with respect to any Electricity Billing Period within 2 years after the end of such Electricity Billing Period, Landlord shall be deemed to have waived any further right to collect Tenant’s Electricity Payment for such Electricity Billing Period.
(d)    Tenant shall have the right to examine such of the Records as are relevant to any or all of Tenant’s Electricity Bills rendered during the Operating Year (or, if applicable, the Base Lease Year) in which the Electricity Billing Periods covered thereby ends upon notice (an “Electricity Audit Notice”) to Landlord given on or before the last day that Tenant is permitted to give an Audit Notice with respect to such Operating Year (or, if applicable, the Base Lease Year), which notice shall set forth the Electricity Billing Periods covered thereby with respect to which Tenant desires to review the relevant Records. Tenant may only examine the Records relevant to such periods pursuant to a single examination (and not on a monthly basis). Any Tenant’s Electricity Bills with respect to which Tenant shall not have timely given Landlord an Electricity Audit Notice shall be conclusive and binding upon Tenant. If Tenant gives an Electricity Audit Notice then Landlord shall promptly provide such Records to Tenant and/or Tenant’s Auditor (including Records relevant to the determination of Landlord’s Average Cost per Kilowatt Hour for the relevant

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Electricity Billing Periods and Records relevant to the determination of total kilowatt hours of electricity used in the Premises and the Building during such Electricity Billing Periods). Any such Tenant’s Electricity Bills as to which Tenant timely gives an Electricity Audit Notice shall be conclusive and binding upon Tenant unless (i) within 180 days after such Records are provided to Tenant, Tenant notifies Landlord (an “Electricity Dispute Notice”) that Tenant disputes the correctness of such Tenant’s Electricity Bills and (ii) such notice specifies to the extent reasonably possible those respects in which such Tenant’s Electricity Bills are claimed to be incorrect and, except as so specified, the Tenant’s Electricity Bills shall be conclusive and binding upon Tenant. Any dispute as to which Tenant has timely notified Landlord pursuant to the above provisions of this Section 5.01(d) that is not resolved within 90 days after the giving of such Electricity Dispute Notice by Tenant may be submitted by either Landlord or Tenant for resolution by arbitration in accordance with the provisions of Section 4.05(e)(ii)-(iii), modified as appropriate. If it is determined that Tenant has overpaid or underpaid, then Landlord or Tenant, respectively, shall refund or pay to the other the amount so determined to be due or owed within 30 days after such determination. At Tenant’s election, if elected by Tenant by notice given to Landlord within 15 days after such determination, in lieu of a refund, and so long as there are sufficient Rent payments remaining to be paid by Tenant to satisfy such refund, Landlord shall credit Tenant with any amount due it against the Rent subsequently payable under this Lease. As a condition to Tenant’s right to have the Records examined for any Tenant’s Electricity Bills, Tenant shall pay all sums required to be paid in accordance with the Tenant’s Electricity Bills in question.
(e)    Tenant acknowledges that the PASNY Contract is a month-to-month contract at the discretion of PASNY. Landlord shall not voluntarily terminate such month-to-month contract and shall endeavor in good faith to renew the PASNY Contract upon current market rates, terms and conditions; provided, that, notwithstanding the foregoing, (i) Landlord shall have the right to exercise any and all of its rights and remedies under the PASNY Contract as a result of any default of PASNY in the performance of its obligations under the PASNY Contract, (ii) in no event shall PASNY’s termination of the PASNY Contract or Landlord’s failure to renew the PASNY Contract affect this Lease, constitute a default of Landlord in the performance of its obligations under this Lease or otherwise subject Landlord to any liability to Tenant, and (iii) upon the expiration of the PASNY Contract, Landlord shall have the right, in its sole and absolute discretion, to select another entity or entities which it desires to have as the electrical service provider to the Building (including the Premises) so long as such providers provide service suitable for a first class office building and do not charge in excess of then current market rates (and Tenant shall not have the right to select the same or participate in the selection of the same, except and to the extent that any Legal Requirements mandate that Tenant shall have any such rights).
Section 5.02    Maintenance of Submeters. (a) Tenant, at Tenant’s expense, shall connect all capacity or distribution into Tenant’s Submeters, it being agreed that the compartment air handling units and VAV boxes exclusively serving the Premises shall be connected to Tenant’s Submeters. Tenant’s Submeters shall be procured and installed by Landlord, prior to the Commencement Date as part of Landlord’s Work, but at Tenant’s expense. Tenant shall reimburse Landlord, within 30 days after demand, for the cost and expense incurred by Landlord in procuring and installing Tenant’s Submeters; provided, however, that in no event shall Tenant be required to reimburse Landlord more than $3,000 per submeter on account thereof. Tenant, at Tenant’s expense, shall maintain,

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repair and replace, as necessary, Tenant’s Submeters. Tenant’s Submeters shall only measure the electricity consumed by, through or under Tenant.
(b)    If submetering of electricity in the Building is hereafter prohibited by any Legal Requirements hereafter enacted, by any order or ruling of the Public Service Commission of the State of New York, or by any judicial decision of any appropriate court, at the request of Landlord, Tenant shall promptly apply to the appropriate public utility company servicing the Building for direct electric service. Notwithstanding the foregoing, Landlord shall bear all costs and expenses necessary to comply with all rules and regulations of such public utility company in connection with Tenant’s application for direct electric service, and if Tenant incurs any such cost or expense, Landlord shall reimburse Tenant for such amounts within 30 days after written demand to Landlord. Upon the commencement of such direct service, Landlord shall be relieved of any further obligation to furnish electricity to Tenant pursuant to this Lease. Landlord shall permit the existing wires, conduits and electrical equipment used to provide electricity to the Premises to be used for Tenant’s electric service, such that Tenant shall be provided with at least the same electrical capacity as it had immediately prior to such change. Any additional riser or risers, feeders or service to supply Tenant’s electrical requirements will be installed by Landlord, at the sole cost and expense of Landlord, subject to inclusion in Operating Expenses in accordance with Section 4.01(a)(xiv) above.
Section 5.03    Additional Taxes. If any tax is imposed by any Governmental Authority upon Landlord’s receipt of moneys from the furnishing of electricity to Tenant hereunder, Tenant shall pay such taxes to Landlord within 30 days after Landlord’s demand therefor (provided, that Tenant shall not be obligated under the foregoing to pay any income taxes payable by Landlord to the extent that such income taxes arise from Landlord having profited on the furnishing of electricity to Tenant nor shall the foregoing be construed to require Tenant to be charged more than once for any tax otherwise reimbursed to Landlord under this Lease, as for example, any tax included in Landlord’s Average Cost Per Kilowatt Hour).
Section 5.04    Usage. (a)  Landlord, as part of Landlord’s Work, shall provide the vertical risers, electrical conductors, taps, bus ducts and disconnect switches required to supply the Available Electric Capacity to bus duct disconnect switches (the “Disconnect Switches”) located in the electrical closets on each Floor (as the same may be increased or decreased through the exercise by Tenant of any right or option under this Lease). Landlord shall maintain such equipment to and including the Disconnect Switches in accordance with Section 16.02 so as to supply, subject to Section 17.03, to such electrical closets throughout the Term the Available Electric Capacity. The “Base Electric Capacity” means, with respect to each Floor of the Above-Grade Premises (as the same may be increased or decreased through the exercise by Tenant of any right or option under this Lease), 8 watts of demand load per usable square foot thereof (including electric power used for the base Building air handling units on each such Floor).
(b)    In addition to the Base Electric Capacity, Landlord shall provide and maintain, at Landlord’s sole cost (but subject to inclusion in Operating Expenses in accordance with the provisions of Article 4 above), one 800 amp, 277/480 volt switch located in the switchboard designated “SWBD-8B” located as shown on Exhibit CC-2 (“SWBD-8B Switch”) to furnish additional electrical capacity to the Premises for Tenant’s supplementary air conditioning units and

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for such other purposes as Tenant shall deem appropriate (the “Additional Electric Capacity”). Tenant, at Tenant’s sole cost, shall install and maintain any risers and all other equipment (other than the SWBD-8B Switch) necessary or appropriate to bring the Additional Electric Capacity to the Premises (“Additional Electric Capacity Systems”). Landlord shall permit Tenant to utilize the feeders existing on the date of this Lease originating from the aforementioned switchboard that serves the Premises and terminating in DP-HV-23 as shown on Exhibit CC; provided that Landlord makes no representations or warranties regarding the condition of such feeders.
(c)    Tenant shall be responsible, at its sole cost and expense, for all power distribution within the Premises (including installing all transformers and panels in connection therewith). Tenant’s use of electricity in the Premises shall not at any time exceed the total of the Base Electric Capacity and the Additional Electric Capacity (collectively, the “Available Electric Capacity”), nor shall Tenant connect to the base Building electrical systems any electrical equipment capable of drawing more than the Available Electric Capacity.
(d)    Except as provided herein, Tenant shall not make or perform, or permit the making or performing of, any Alterations to wiring installations or other electrical facilities in or serving the Premises, or add any substantial electrical equipment in the Premises that would cause the consumption of electricity in excess of the Available Electric Capacity, without complying with all of the applicable provisions of this Lease governing Alterations, including the requirement that Tenant obtain Landlord’s prior written approval of the plans and specifications for such work. Should Landlord grant any such approval, all additional risers or other equipment required (including additions to or the rewiring of Tenant’s Submeters) to supply Tenant with electricity in excess of the Available Electric Capacity shall be installed by Tenant at Tenant’s expense and in accordance with all of the terms, covenants and conditions of this Lease, including the provisions of Article 14. Landlord shall not withhold its consent to Tenant’s use of electric current in excess of the Available Electric Capacity and the installation of such additional risers, feeders or other proper or necessary equipment required in connection therewith if, in Landlord’s sole discretion exercised in good faith: (i) allocated power is available in the Building for use by Tenant taking into account the needs of any existing or future tenants or occupants and Landlord’s own needs; and (ii) the installation of such additional risers, feeders or other proper or necessary equipment will not cause permanent damage or injury to the Building or the Premises, or cause or create a dangerous or hazardous condition or entail excessive or unreasonable alterations, repair or expense or interfere with or disturb other tenants or occupants of the Building.
Section 5.05    Failure or Defect in Supply. Except as provided in Section 17.03(b) below, Landlord shall not be liable in any way to Tenant for any failure or defect in the supply or character of electricity furnished to Tenant by reason of any requirement, act or omission of the public utility or other provider furnishing the Premises with electricity or for any other reason not attributable to the negligence or willful misconduct of Landlord or any of its agents, contractors or employees. Notwithstanding the foregoing, Landlord shall prosecute any work necessary to restore any failure or defect in supply diligently and continuously so as to minimize the duration of such service stoppage or disruption.
Section 5.06    Replacement of Lamps and Bulbs. Tenant, at Tenant’s expense or, at Tenant’s option, Landlord, at Tenant’s expense, shall furnish and install all replacement lighting tubes, lamps,

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bulbs and ballasts which Tenant shall require in the Premises. Notwithstanding anything to the contrary contained herein, any work or services to be performed or supplied under this Section 5.06 with respect to the replacement of ballasts or wiring may only be performed and supplied by a licensed electrician approved by Landlord (which approval shall not be unreasonably withheld) or by the lighting contractor designated by Landlord for the Building. The installation of replacement lighting tubes, lamps and bulbs which Tenant shall require in the Premises may be performed, subject to the provisions of Section 32.09 below, by Tenant’s employees or by Tenant’s third-party porters or vendors.
Section 5.07    Redistribution of Electricity.    Subject to compliance with Article 14 and any other applicable provisions of this Lease, Tenant shall have the right, at Tenant’s cost, to redistribute electricity among different Floors of the Premises. Notwithstanding anything to the contrary that may be set forth in this Lease, Tenant shall not be obligated to restore any such redistribution of electricity on the Expiration Date or sooner termination of this Lease with respect to any space from which electricity was redistributed.
Section 5.08    Tenant’s Option for Direct Electric Service. Notwithstanding anything to the contrary contained in this Lease, in lieu of obtaining electric service to the Premises from Landlord on a submetered basis, Tenant shall have the option to apply for direct electric service to the Premises from any public utility company selected by Tenant in its sole discretion (“Tenant’s Direct Electric Service Option”). Tenant’s Direct Electric Service Option shall be exercisable by notice given by Tenant to Landlord at any time during the Term after the substantial completion of the Initial Tenant Work. If Tenant exercises Tenant’s Direct Electric Service Option, then, notwithstanding anything to the contrary contained in this Lease, (i) Tenant shall apply for and obtain direct electric service to the Premises from a public utility company selected by Tenant in its sole discretion, (ii) Tenant shall procure and install direct electric meters to measure Tenant’s actual consumption of electricity (“Tenant’s Meters”), (iii) subject to Article 7, Tenant shall bear all costs and expenses to procure and install Tenant’s Meters, and to maintain Tenant’s meters throughout the Term, as well as all other costs and expenses associated with obtaining such direct electric service (including all costs and expenses necessary to comply with all rules and regulations of the applicable public utility company in connection with Tenant’s application for direct electric service), (iv) Landlord shall permit the existing wires, conduits and electrical equipment used to provide electricity to the Premises to be used for Tenant’s electric service as well as any wires, conduits and electrical equipment installed by Landlord as part of Landlord’s Work, and (v) upon the commencement of such direct service, Landlord and/or the meter company designated by Landlord shall be relieved of any further obligation to furnish electricity to Tenant pursuant to this Lease.
Section 5.09    Benefits. If Tenant is then obtaining electric service to the Premises from Landlord on a submetered basis and obtains any benefits from any public utility company furnishing electricity to the Building, Landlord shall pass all of such benefits through to Tenant if such benefits are specific to Tenant (otherwise such benefits will be passed through to Tenant on a pro-rata basis).

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Article 6

USE OF PREMISES
Section 6.01    Permitted Uses. The Above-Grade Premises may be used and occupied solely as general and executive offices (the “Primary Office Use”), and, incidental thereto, such ancillary uses in connection therewith as shall be reasonably required in the operation of the business conducted therein and for no other use or purpose whatsoever; provided, that in no event shall the Premises be used for any of the Prohibited Uses or any other use prohibited under this Lease and provided further, that such ancillary uses are (a) ancillary to the Primary Office Use, (b) primarily for the use of Permitted Users and operations within the Building, and (c) permitted in accordance with all Legal Requirements and Insurance Requirements (it being acknowledged that Landlord makes no representation that any of such ancillary uses are so permitted). Subject to the preceding proviso, such ancillary uses may include, without limitation:
(i)    training facilities and classrooms in connection with training programs for Permitted Users;
(ii)    an exercise facility for use only by Permitted Users; provided, that (A) the entire floor on which any such exercise facility is located and the entire floor immediately below the floor on which such exercise facility is located shall, at the time of installation of such facility, be leased to Tenant and (B) Tenant shall cause such exercise facility to be constructed so that no noise or vibration will emanate from the Premises to portions of the Building outside the Premises, including the floor immediately below the floor on which such exercise facility is located if such floor is at any time not leased to Tenant, beyond a de minimis extent;
(iii)    kitchens, cafeterias, and dining facilities for the preparation and sale of food and beverages by Tenant’s food vendors for the use of Permitted Users (each, a “Dining Facility”); provided, that in the case of each such Dining Facility where cooking will be done (other than any Dining Facility where only microwave cooking or reheating will be done by any means so long as no exhaust is required for such reheating by applicable Legal Requirements) (A) if such Dining Facility shall be located on a Floor directly above any space in the Building not leased to Tenant, Landlord shall have the right to approve, in Landlord’s sole discretion, the location of any utility lines serving each such Dining Facility (including, without limitation, any water lines), which utility lines Tenant acknowledges may not be located above any critical areas of any other tenant or occupant of the Building (including any computer rooms), (B) the kitchen in such Dining Facility shall have a dedicated exhaust system and all flues, vents, grease traps, and ansul systems and other similar items consistent in all material respects with the standards of comparable first-class office buildings in downtown Manhattan, (C) all ducts and flues for such kitchen shall be installed within the Premises and shall follow a path through the Building, and shall exit the Building from a location, all as reasonably determined by Landlord, (D) Tenant shall clean all grease traps, (E) Tenant shall bag all wet garbage, place such garbage in containers that are designed to prevent the escape of odors, and provide for a refrigerated waste facility to store such garbage pending disposal, and (F) Tenant shall contract with an exterminator (such exterminator to be subject to Landlord’s reasonable approval) to seek to exterminate vermin and rodents on a regular basis as part of a program to keep

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the Premises free of vermin and rodents by reason of the operation of each such Dining Facility; and provided further, that in the case of each such Dining Facility, whether or not cooking will be done, (x) Tenant shall cause such facility to be properly ventilated so that no odor will emanate from the Premises to portions of the Building outside the Premises and (y) Tenant shall otherwise maintain and operate each such facility consistent with the standards of comparable first-class office buildings in downtown Manhattan; Tenant acknowledges that notwithstanding that Tenant may operate Dining Facilities as a permitted ancillary use under this clause (iii), Tenant may operate a Dining Facility needing a dedicated exhaust system only to the extent that the Building shall have facilities to accommodate such dedicated exhaust system, as reasonably determined by Landlord, and Landlord shall have no liability to Tenant if the Building is unable to accommodate such dedicated exhaust system and Tenant is unable to operate such a Dining Facility;
(iv)    duplicating and photographic reproduction facilities;
(v)    a data center;
(vi)    childcare facilities for use only by Permitted Users;
(vii)    mail room facilities;
(viii)    board rooms, conference rooms, meeting rooms, conference centers and facilities and auditoria for use by Permitted Users;
(ix)    secured facilities for the storage of equipment, books, records, files and other items;
(x)    private banking, wealth management, insurance sales, brokerage and other financial services, including private banking services, investment advisory and management services and investment custody services; provided, that none of such services is offered to the general public on a “retail” basis;
(xi)    trading floor / securities trading;
(xii)    facilities containing executive showers; provided, that (A) any such facilities shall be installed in an area of the Premises reasonably acceptable to Landlord, (B) any such facilities shall be designed in such a manner so as to minimize the occurrence of any water leaks, (C) Tenant shall install, or cause to be installed, at Tenant’s expense, a membrane waterproofing system throughout all areas of the Premises containing such facilities, which shall be maintained by Tenant throughout the Term in good working order, (D) Tenant shall be solely responsible at Tenant’s expense throughout the Term for (1) preserving the watertight integrity of such facilities and (2) (subject to Section 12.04) all leaks from such facilities to all areas of the Building beneath the Premises and any damage caused thereby and (E) if any water leaks occur from such facilities, Tenant, upon Landlord’s request, shall promptly cease the use of the item(s) causing the leak and shall promptly and diligently perform at Tenant’s expense any work or alteration reasonably requested by Landlord to remedy such problem; and

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(xiii)    medical offices for routine examination and treatment (including, but not limited to, physical therapy and related services) of any Permitted User’s employees; provided, however, that no narcotics, prescription pharmaceuticals or controlled substances may be used or dispensed in regard to providing such services.
Section 6.02    Prohibited Uses. (a)  Tenant shall not use or occupy the Premises or any part thereof, or permit or suffer the Premises or any part thereof to be used or occupied for any of the following (collectively, the “Prohibited Uses”): (i) a retail banking, trust company, or safe deposit business (except that Tenant may conduct a safe deposit business ancillary to Tenant’s private banking services and management services), (ii) a retail savings bank, a retail savings and loan association, or a retail loan company, (iii) the retail sale of travelers’ checks and/or foreign exchange, (iv) a retail stock brokerage office or for stock brokerage purposes (it being agreed that for the purposes of this Lease, the term “retail” shall refer to a business whose primary patronage are members of the general public), (v) a restaurant, bar or for the sale of food or beverages (except for the sale of food and beverages to Permitted Users and except for vending machines), (vi) photographic reproductions and/or offset printing (except that Permitted Users may use part of the Premises for photographic reproduction, solely in connection with its or their business), (vii) an employment or travel agency (except that Permitted Users may use part of the Premises for a travel agency serving their employees), (viii) a school or classroom; provided, that Permitted Users shall be permitted to conduct training ancillary and incidental to the Primary Office Use, (ix) medical or psychiatric offices (other than as set forth in Section 6.01(xii)), (x) conduct of an auction (except that if the Tenant hereunder or a subtenant is a law firm, then such Tenant or such subtenant may conduct auctions of a type incidental to such Tenant’s or such subtenant’s legal practice; provided, that such auctions shall not be open for attendance by the general public or excessive numbers of people), (xi) gambling activities, (xii) conduct of obscene, pornographic or similar disreputable activities, (xiii) offices of any stock exchange or for any purpose by any stock exchange, offices of any agency, department or bureau of the United States Government, any state or municipality within the United States or any foreign government, or any political subdivision of any of them (except as otherwise provided in Section 10.02(c)), (xiv) offices of any charitable, religious, union or other not‑for‑profit organization, (xv) offices of any tax exempt entity within the meaning of Section 168(h)(2) of the Internal Revenue Code of 1986, as amended, or any successor or substitute statute, or rule or regulation applicable thereto, (xvi) a barber shop, beauty salon or manicure shop, (xvii) offices of a public utility company, (xviii) as reservation center(s) for airlines or travel agencies, (xix) for clerical support services (except as such services are used in connection with the business of Permitted Users) or offices of public stenographers or public typists, or (xx) for any purpose by the Federal Reserve Bank of New York (except as otherwise provided in Section 10.02(c)) or for a trading floor or headquarter facilities for the New York Stock Exchange.
(b)    The Premises shall not be used for any unlawful business or purpose or in an unlawful manner or for any dangerous or noxious trade or business, or for any purpose which would detract from the first-class character of the Building, create unreasonable or excessive elevator or floor loads, impair or interfere with any of the Building operations or the proper and economic heating, ventilation, air-conditioning, cleaning, repair, maintenance, operation or other servicing of the Building and/or its systems, facilities and equipment, constitute a public or private nuisance, interfere with any other tenant or Landlord, or impair the appearance of the Building, or for any

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purpose or in any way in violation of the certificates of occupancy for the Building in effect from time to time during the Term or of any Legal Requirements or which may make void or voidable any insurance then in force on the Building. Tenant shall take, immediately upon the discovery of any such prohibited use, all necessary steps, legal and equitable, to compel the discontinuance of such use (including exercising all of its rights and remedies against any subtenants that may be responsible for such use). Landlord shall endeavor to include provisions substantially similar to those set forth in this Section 6.02(b) in the leases of other office tenants hereafter entered into in the Building.
(c)    Tenant shall not suffer or permit the Premises or any portion thereof to be used by the public without restriction or in such manner as might reasonably tend to impair title to the Building or any portion thereof, or in such manner as might reasonably make possible a claim or claims of adverse usage or adverse possession by the public, as such, or of implied dedication of the Building or any portion thereof.
(d)    If any licenses, permits and/or authorizations of any Governmental Authorities (other than a certificate of occupancy permitting office use) shall be required for the proper and lawful conduct in the Premises or any part thereof of the business of Tenant (or any Person claiming by, through or under Tenant), then Tenant, at its expense, shall duly procure and thereafter maintain such licenses, permits and authorizations and submit the same to Landlord for inspection. Tenant shall at all times comply with the terms and conditions of each such license, permit and authorization. Landlord shall cooperate with Tenant in the process of obtaining any such license or permit, or in modifying or amending the certificate of occupancy for the Building, including, without limitation, by executing and delivering any applications, reports or related documents as may be reasonably requested by Tenant in connection therewith; provided, however, that such applications, reports and documents do not cause Landlord to incur any liability. Within 30 days after demand, Tenant shall reimburse Landlord, as Additional Rent, for any and all reasonable out-of-pocket costs and expenses actually incurred by Landlord in connection with such cooperation or otherwise in connection with obtaining any such license or permit or any such modification or amendment of any certificate of occupancy for the Building. The foregoing provisions shall not be deemed to be Landlord’s consent to any Alterations or Landlord’s consent to a use of the Premises not otherwise expressly permitted hereunder nor to require Landlord to effect any such modifications or amendments of any certificate of occupancy. Landlord shall maintain in effect for the duration of the Term a certificate of occupancy permitting office use in the Premises.
(e)    Tenant shall not at any time use or occupy the Premises or the Building, or suffer or permit anyone to use or occupy, the Premises, or do anything in the Premises, Land or the Building, or permit anything to be done in the Premises, in any manner (i) which violates the restrictions as to use and occupancy expressly set forth in this Article 6, (ii) which causes or will cause injury to the Building or any equipment, facilities or systems therein, (iii) which constitutes a violation of any Legal Requirements or Insurance Requirements, or (iv) which violates any of Tenant’s other obligations under this Lease. Attached hereto as Exhibit Z is the current certificate of occupancy of the Building, which Landlord shall renew or replace as necessary so that a certificate of occupancy of the Building remains in effect during the Term.

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Section 6.03    Basement Premises. (a) The Basement Premises shall be used solely for the purposes of faciliating Tenant’s security procedures at the Premises, including the stationing of a security officer, dog handler and/or a security dog in the Basement Premises. Tenant shall be permitted, subject to the applicable provisions of this Lease, to bring heat to the Basement Premises and to install a lock on the door of the Basement Premises.
(b)    Landlord, at any time, may elect by notice to Tenant to substitute for the Basement Premises other space in the Building (the “Substitute Premises”) designated by Landlord at or below grade, provided that the Substitute Premises is of a comparable size and condition (including the provision of heat in the Substitute Premises if Tenant has installed heat in the Basement Premises) to the Basement Premises and is suitable for the foregoing use. Landlord’s notice shall be accompanied by a plan of the Substitute Premises, and such notice or the plan shall set forth the usable square foot area of the Substitute Premises. Tenant shall vacate and surrender the Premises and shall occupy the Substitute Premises promptly (and, in any event, not later than 10 days) after Landlord sends such notice to Tenant. Tenant shall pay the same Base Rent on a per useable square foot basis with respect to the Substitute Premises as were payable with respect to the Basement Premises. Landlord shall have no liability to Tenant by reason of any such relocation, including, without limitation, as a result of any inconvenience or interference with Tenant’s business, but Landlord shall, at Landlord’s expense, promptly reimburse Tenant for any other actual and reasonable out-of-pocket costs incurred by Tenant in connection with Tenant’s move from the Basement Premises to the Substitute Premises provided such costs are approved by Landlord in advance, which approval shall not be unreasonably withheld.
(c)    From and after the date that Tenant shall actually vacate and surrender the Basement Premises to Landlord, this Lease (i) shall no longer apply to the Basement Premises, except with respect to obligations which accrued on or prior to such surrender date, and (ii) shall apply to the Substitute Premises as if the Substitute Premises had been the space originally demised under this Lease.
Section 6.04    Special Permits. Notwithstanding anything to the contrary in this Article 6 or elsewhere in this Lease, neither the Premises, nor any part thereof, shall be used, without the prior consent of Landlord and the Ground Lessor, for any purpose which would require a “special permit” as such term is defined in the Zoning Resolution.
Article 7

WORK ALLOWANCE
Section 7.01    Work Allowance.
(a)    Landlord shall reimburse Tenant (or, as described below, pay as directed by Tenant) for the cost of the Initial Tenant Work, which shall be performed in accordance with the requirements of Article 14, in the amount (the “Work Allowance”) of $29,980,514.71 (including $1,750,000.00 (i.e., $250,000 per floor on which the Above-Grade Premises are located) for the Restroom Renovations), subject to the provisions of Article 40; provided, that Landlord may withhold (i) $1,000,000.00 of the Work Allowance until substantial completion of the Initial Tenant

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Work, upon which $750,000.00 of such amount shall be disbursed to Tenant upon Tenant’s compliance with Section 7.01(a)(i) – (iii) set forth below provided no Event of Default shall then exist, and (ii) $250,000.00 of such $1,000,000.00 until Tenant delivers to Landlord all of the documents described in clauses (w), (x), (y) and (z) of Section 7.01(a)(iv) and provided no Event of Default shall then exist. Notwithstanding anything contained herein to the contrary, only up to a maximum of 20% of the Work Allowance may be applied to Tenant’s permit and filing fees, designers’, and architects’, engineers’, project management and other professional fees and other so-called “soft costs” incurred in connection with the performance of the Initial Tenant Work. Tenant shall pay all costs and expenses for or in connection with the Initial Tenant Work in excess of the Work Allowance. Provided no Event of Default shall then exist, Landlord shall pay the Work Allowance (subject to the retention specified above), from and after the Commencement Date (except with respect to soft costs, which may be drawn prior to the Commencement Date and without the obligation to refund the same if this Lease is terminated prior to the Commencement Date pursuant to Section 2.05, Article 22 or Article 23), by reimbursing Tenant (or, at Tenant’s option, by paying directly to Tenant’s contractors or other vendors, not to exceed 5 contractors or other vendors per requisition) from time to time during the progress of the Initial Tenant Work (but not more than once per month) within 30 days after a written request from Tenant, which request shall be accompanied by the following:
(i)    A certificate on AIA G-702 / 703 forms signed by either Tenant or Tenant’s architect, except that such certificate shall not be required for soft costs;
(ii)    Itemized bills for costs of the Initial Tenant Work submitted by contractors, architects, engineers and/or suppliers of the services or materials rendered in connection with the Initial Tenant Work;
(iii)    Waivers of liens (in recordable form and in a form reasonably satisfactory to Landlord) evidencing the payment for all work and materials for which Tenant previously applied to Landlord for payment, executed and acknowledged by the contractors, subcontractors, suppliers and other service providers which are entitled by statute to file mechanic’s liens (collectively, “Lienable Contractors”); provided, that if one or more such lien waivers in respect of work costing not more than $25,000.00 with respect to any one Lienable Contractor are not available, Tenant may instead provide a certificate that the amount in question has been paid but that the applicable Lienable Contractor has failed or refused to provide a lien waiver; and
(iv)    With respect to the final request for payment of the Work Allowance, Tenant shall deliver to Landlord in addition to the items specified above, (w) “as built” plans and specifications with respect to all mechanical, electrical and plumbing work performed as part of the Initial Tenant Work, and design drawings marked to show major changes for all other work performed as part of the Initial Tenant Work, in each case, in CAD files on diskette or other media, by e-mail sent to Landlord at Tenantplan@brookfield.com in AutoCAD.DWG format, and on paper; (x) a certificate signed by an officer of Tenant or Tenant’s architect certifying that all of the Initial Tenant Work has been satisfactorily completed substantially in accordance with the plans and specifications previously approved by Landlord, (y) a general release from Tenant’s general contractor releasing Landlord and Tenant from all liability for the Initial Tenant Work and “final”

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lien waivers (in recordable form and in a form reasonably satisfactory to Landlord) from all Lienable Contractors performing the Initial Tenant Work (provided, that if one or more such lien waivers in respect of work costing not more than $25,000.00 with respect to any one Lienable Contractor are not available, Tenant may instead provide a certificate that the amount in question has been paid but that the applicable Lienable Contractor has failed or refused to provide a lien waiver), and (z) all Building Department sign-offs, approvals and inspection certificates and any permits required to be issued by the Building Department or any other governmental entities having jurisdiction thereover.
(b)    Initial Tenant Work” means the Alterations shown on the plans and specifications approved by Landlord and performed by Tenant in and to the Initial Premises to prepare the same for the initial use and occupancy by Tenant, including low voltage cabling, voice data cabling, and other telecommunications and IT infrastructure, but shall not include other business or trade fixtures, machinery, equipment, furniture or other articles of personal property. Initial Tenant Work are Alterations under this Lease and shall be governed by Article 14, except to the extent of any inconsistent provisions contained in this Article 7.
(c)    The right to receive the Work Allowance as set forth in this Section 7.01 shall be for the exclusive benefit of Tenant, it being the express intent of the parties hereto that in no event shall such right be conferred upon or for the benefit of any third party, including, without limitation, any subtenant, contractor, subcontractor, materialman, laborer, architect, engineer, attorney or any other person, firm or entity, except that Tenant may make such funds available to any Subtenant.
(d)    Notwithstanding anything to the contrary contained in Section 7.01(a), if any monetary Event of Default exists at the time any payment by Landlord is required to be made pursuant to Section 7.01(a), then Landlord may offset the amount of such arrearages against the payment due from Landlord under Section 7.01(a).
(e)    Provided that Tenant shall have substantially completed the Initial Tenant Work, any portion of the Work Allowance that was not disbursed in connection with the Initial Tenant Work shall be credited against the Base Rent payable by Tenant after the later of (i) the Rent Commencement Date or (ii) the date of such substantial completion.
(f)    If, pursuant to Article 33, 34, 36, 37 or 38 Tenant is to receive a Concessions Package, then the provision of this Section 7.01 and 7.02 shall be applicable to the work allowance included in any Concession Package, mutatis mutandis, except that, for such purpose, (i) the figures $1,000,000.00, $750,000.00 and $250,000.00 shall be adjusted by multiplying each by the fraction whose numerator is the amount of such work allowance and whose denominator is the amount of the Work Allowance (as set forth in Section 7.01(a)), (ii) solely for purposes of this Article 7, the term “Initial Tenant Work” shall be deemed to refer to the work (if any) performed by Tenant in connection with the renewal of this Lease (in the case of Article 33) or to prepare the additional premises for occupancy (in the case of Article 34, 36, 37 or 38), and (iii) Section 7.01(e) shall be deemed to refer to the Base Rent next payable with respect to such space.

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Section 7.02    Tenant’s Remedies. If Landlord fails to pay all or any part of any installment of the Work Allowance as required in accordance with the provisions of this Article 7, and such failure shall continue for 30 days after Tenant’s notice to Landlord that the same is past due and setting forth Tenant’s intent to offset the amount not paid against Rent, then, as Tenant’s sole remedy therefor (a) such unpaid amount of the Work Allowance shall bear interest at the Default Rate from the due date until paid or recovered by offset, and (b) Tenant may offset the unpaid amount of such installment of the Work Allowance, and such interest, against subsequent installments of Base Rent and Additional Rent coming due under this Lease; provided, that if within 15 days after Tenant’s notice to Landlord that the same is overdue Landlord, acting in good faith, notifies Tenant that Landlord disputes its obligation to pay such unpaid amount of the Work Allowance (which notice shall specify the basis for Landlord’s dispute in reasonable detail and the portion of such installment of the Work Allowance to which such dispute relates), then Tenant shall not have the right to offset the portion of such installment of the Work Allowance so disputed, or interest thereon, until and only if and to the extent such dispute is resolved in Tenant’s favor pursuant to expedited arbitration (which either Landlord or Tenant may initiate pursuant to the terms of Article 21 of this Lease) and Landlord fails to pay such disputed amount to Tenant within 10 days thereafter.
Article 8

SUBORDINATION AND CONSENT OF SUPERIOR PARTIES
Section 8.01    Subordination.
(a)    Subject to the provisions of Section 8.01(b) below, this Lease is subject and subordinate to each mortgage (a “Superior Mortgage”) and each underlying lease (a “Superior Lease”) which may now or hereafter affect all or any portion of the Project or any interest therein. The lessor under a Superior Lease is called a “Superior Lessor” and the mortgagee under a Superior Mortgage is called a “Superior Mortgagee”. Tenant shall execute, acknowledge and deliver any instrument reasonably requested by Landlord, a Superior Lessor or Superior Mortgagee and reasonably acceptable to Tenant to evidence such subordination, but no such instrument shall be necessary to make such subordination effective. Tenant shall execute any amendment of this Lease requested by a Superior Mortgagee or a Superior Lessor, provided such amendment shall not result in any increase in Tenant’s obligations under this Lease or any reduction in the rights or benefits available to Tenant, in each case except to a de minimis extent. In the event of the enforcement by a Superior Mortgagee of the remedies provided for by law or by such Superior Mortgage, or in the event of the termination or expiration of a Superior Lease, Tenant, upon the election of such Superior Mortgagee, Superior Lessor or any person succeeding to the interest of such mortgagee or lessor (each, a “Successor Landlord”), shall attorn to, or enter into a direct lease on identical terms with such Successor Landlord for the balance of the unexpired term of this Lease; provided, that any Successor Landlord shall not be, unless there shall be an SNDA then in effect, in which event it shall control in lieu of the following, (i) liable for any act, omission or default of any prior landlord (including, without limitation, Landlord); (ii) liable for the return of any monies paid to or on deposit with any prior landlord (including, without limitation, Landlord), except to the extent such monies or deposits are delivered to such Successor Landlord; (iii) subject to any offset, claims or defense that Tenant might have against any prior landlord (including, without limitation, Landlord);

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provided, that, notwithstanding the foregoing, (A) any such Successor Landlord shall be subject to Tenant’s interest and offset rights under Section 7.02 with respect to any failure to pay any work allowance payable under this Lease (regardless of whether the failure giving rise thereto was prior landlord’s failure or Successor Landlord’s failure) and (B) any such Successor Landlord shall be subject to Tenant’s offset rights under Section 10.08(f) (regardless of whether the failure giving rise thereto was prior landlord’s failure or Successor Landlord’s failure); (iv) bound by any Rent which Tenant might have paid for more than one month in advance of its due date to any prior landlord (including, without limitation, Landlord) unless actually received by such Successor Landlord; (v) bound by any covenant to perform or complete any construction in connection with the Project or the Premises or to pay any sums to Tenant in connection therewith; or (vi) bound by any waiver or forbearance under, or any amendment, modification, abridgement, cancellation or surrender of, this Lease made without the consent of the Superior Lessor or Superior Mortgagee, as applicable. Upon request by such Successor Landlord, Tenant shall execute and deliver an instrument or instruments, reasonably requested by such Successor Landlord, confirming the attornment provided for herein, but no such instrument shall be necessary to make such attornment effective.
(b)    Concurrently with the execution and delivery of this Lease, Tenant and the Superior Mortgagee existing on the date of this Lease have entered into a subordination, non-disturbance and attornment agreement (an “SNDA”) in the form annexed hereto as Exhibit J, and Tenant and Ground Lessor have entered into an SNDA in the form annexed hereto as Exhibit K. Notwithstanding the provisions of Section 8.01(a), Tenant’s obligation to subordinate its interest in this Lease to any future Superior Mortgage or future Superior Lease is expressly conditioned upon Tenant’s receipt from the Superior Mortgagee or Superior Lessor of an SNDA in substantially the same form as those annexed to this Lease. If any such Superior Mortgagee or Superior Lessor executes and delivers an SNDA in proper form in accordance with the preceding sentence, and Tenant either fails or refuses to execute and deliver such SNDA within 10 Business Days following Landlord’s delivery of such SNDA, this Lease shall be subject and subordinate to such Superior Mortgage or Superior Lease and Landlord shall have no further obligation to obtain an SNDA from such Superior Mortgagee or Superior Lessor; provided, however, that if Tenant shall thereafter enter into any such SNDA then such SNDA will control with respect to the subordination of this Lease to the applicable Superior Interest.
(c)    Tenant shall not, without the prior written consent of each Superior Lessor and each Superior Mortgagee, pay Rent for more than one month in advance of its due date.
(d)    If the Ground Lease is terminated, upon the request of the Ground Lessor, Tenant shall promptly deliver to the Ground Lessor (i) “as built” drawings with respect to any mechanical, electrical or plumbing work in the Premises performed or caused to be performed by Tenant (and design drawings marked to show major changes with respect to all other work in the Premises performed or caused to be performed by Tenant), (ii) if any construction, alteration, renovation and/or restoration work by Tenant with respect to the Premises or any part thereof is then proposed or in progress, Tenant’s drawings and specifications, if any, for such work, and (iii) if any construction, alteration, renovation and/or restoration work by Landlord for Tenant with respect to the Premises or any part thereof was performed or is then proposed or in progress, the

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“as built” drawings, if any, or the drawings and specifications, if any, as the case may be, for such work in Tenant’s possession.
(e)    This Lease and Tenant’s rights hereunder shall also be subject and subordinate to (i) the Project Operating Agreement and the Port Authority Easement Agreement as the same hereafter may be modified, amended, extended or renewed from time to time, and the other matters to which the Ground Lease is or shall be subordinate; and (ii) any rights, privileges or easements now or hereafter granted to any utility companies or others pursuant to the Ground Lease or in order to obtain or provide for utilities or services from utility companies or others and/or access or means of ingress and egress to the Land and/or the Building.
(f)    Any interest to which this Lease is subject and subordinate is herein called a “Superior Interest”; the instrument creating or evidencing a Superior Interest is herein called a “Superior Instrument”; and the holder of a Superior Interest is herein called a “Superior Party”. Tenant shall not omit to do anything that Tenant is obligated to do under the terms of this Lease so as to cause Landlord to be in default under any Superior Instrument. Landlord represents and warrants to Tenant that if Tenant complies with the provisions of this Lease, Tenant will be in compliance with the provisions of all Superior Instruments, including the existing Superior Mortgage, the Ground Lease, the Project Operating Agreement and the Port Authority Easement Agreement. Notwithstanding anything contained in this Lease to the contrary, in no event shall Landlord amend any Superior Instrument without the prior written consent of Tenant, except that Landlord shall have the right to amend any Superior Instrument without the consent of Tenant if doing so will have no effect, or no more than a de minimis effect on Tenant’s rights and obligations under this Lease. Upon Tenant’s request, Landlord shall promptly furnish to Tenant any amendments to the Ground Lease, the Project Operating Agreement and/or the Port Authority Easement Agreement hereafter entered into by Landlord.
Section 8.02    Notice to Superior Mortgagees. If any act or omission of Landlord would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this Lease (other than under an express right of cancellation or termination provided for herein), to an abatement of Rent (other than under an express right of abatement provided for herein), or to claim a partial or total eviction, Tenant shall not exercise such right (a) until it has given notice of such act or omission to Landlord and to each Superior Mortgagee whose name and address shall previously have been furnished to Tenant, and (b) until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such Superior Mortgagee shall have become entitled under such Superior Mortgage to remedy the same (which reasonable period, if required by any Superior Mortgagee, shall in no event be less than the period to which Landlord would be entitled under this Lease or otherwise, after similar notice, to effect such remedy); provided, that such Superior Mortgagee shall, following its receipt of such notice from Tenant, with due diligence (i) give Tenant notice of intention to remedy such act or omission and (ii) commence and continue to remedy such act or omission to the extent it is able to do so without possession of the Building, and if unable to do so without possession, seek possession, directly or through a receiver, and upon obtaining possession of the Building, commence and continue to remedy such act or omission. Unless otherwise provided in the applicable SNDA,

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in no event shall such cure period granted to such Superior Mortgagee exceed 60 days more than the period so granted to Landlord to cure such act or omission.
Article 9

QUIET ENJOYMENT
Section 9.01    Covenant of Quiet Enjoyment. (a)  So long as this Lease is in full force and effect, and there shall be no Event of Default hereunder, Tenant shall peaceably and quietly have, hold and enjoy the Premises, subject nevertheless to the terms and conditions of this Lease. This covenant shall be construed as a covenant running with the Premises, but not, subject to Section 25.02, as a personal covenant of Landlord, except to the extent of Landlord’s interest in the Building and for only so long as such interest shall continue, and thereafter this covenant shall be binding only upon subsequent successors in interest of Landlord’s interest in the Building to the extent of their respective interests, as and when they shall acquire the same and only for so long as they shall retain such interest.
(b)    Landlord shall use commercially reasonable efforts to enforce against any tenant the rules of the Building and the provisions of such tenant’s lease if the violation of the same shall materially adversely affect Tenant’s use and occupancy of the Premises for the ordinary conduct of Tenant’s business beyond a de minimis extent, after Tenant notifies Landlord of such violation, specifying in reasonable detail the tenant violating the rules of the Building and the manner in which Tenant’s use is being so materially adversely affected.
Article 10

ASSIGNMENT, SUBLETTING AND MORTGAGES
Section 10.01    Consent Required. (a)  Subject to the further provisions of this Article 10, neither this Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Premises, nor any part thereof, shall be subleased, licensed, used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Premises shall be assigned or otherwise encumbered without the prior consent of Landlord. The direct or indirect transfer of control of Tenant and/or its direct or any remote parent (however accomplished, including, by way of example only, the admission of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant and/or its direct parent, transfer of stock, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock and including, without limitation, and by way of example only, the transfer of a majority of the outstanding capital stock of a company, which company owns 100% of a second tier company, which in turn owns 51% of the outstanding capital stock of a corporate tenant under this Lease) shall be deemed an assignment of this Lease regardless of whether the transfer is made by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards; provided, that this sentence (and the provisions of Section 10.08,

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Section 10.09 and Section 10.12) shall not be applicable and the consent of Landlord shall not be required if such transfer of control is for an independent valid business purpose not primarily designed to effectuate an assignment of this Lease and not to avoid any obligations under this Lease and if, immediately after giving effect to such transfer of control, Tenant shall continue to have an aggregate net worth (computed in accordance with GAAP) equal to the lesser of (i) the net worth of Tenant immediately prior to such transaction and (ii) One Billion and 00/100 Dollars ($1,000,000,000) (the “Net Worth Test”), and reasonable proof thereof shall be provided to Landlord within 10 days after the effective date of such transfer of control. No assignment or other transfer of this Lease and the term and estate hereby granted, and no subletting of all or any portion of the Premises shall relieve Tenant of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any assignment or sublet in violation of this Article 10 shall be void and of no force or effect. Notwithstanding anything to the contrary contained herein, (x) the transfer of the outstanding equity interests of Tenant or of Tenant’s direct or indirect parent by persons or parties though the “over the counter market” or through any recognized securities exchange or pursuant to an initial public offering (other than those deemed “insiders” within the meaning of the Securities Exchange Act of 1934, as amended) shall not be deemed an assignment of this Lease and (y) the transfer of the outstanding equity interests of the Tenant named in this Lease or any direct or indirect parent of the Tenant named in this Lease shall not be deemed an assignment of this Lease. Notwithstanding anything to the contrary contained in this Lease, if Tenant shall fail to satisfy the Net Worth Test, then Tenant may provide Landlord with Additional Collateral to satisfy such Net Worth Test. The term “Additional Collateral” shall mean (i) a cash security deposit, marketable securities or a letter of credit in an amount and form and issued by a bank, in each case reasonably acceptable to Landlord or (ii) such other collateral acceptable to Landlord in its sole discretion. Such Additional Collateral shall be evidenced by documentation in form and substance reasonably acceptable to Landlord, which documentation shall provide that if, after the issuance of the Additional Collateral, Tenant satisfies the Net Worth Test without regard to the Additional Collateral, such Additional Collateral then held by Landlord shall be released to Tenant or the Person lawfully entitled thereto.
(b)    Notwithstanding anything to the contrary contained in this Lease, the provisions of Sections 10.01(a), 10.08, 10.09 and 10.12 shall not apply with respect to, and the consent of Landlord shall not be required with respect to, an assignment (or deemed assignment) of this Lease to an entity (a “Successor Entity”) (i) created by merger, reorganization or recapitalization of or with Tenant or (ii) acquiring all or substantially all of Tenant’s assets; provided, in the case of both clause (i) and clause (ii), that (A) the Successor Entity assumes by written instrument reasonably satisfactory to Landlord all of Tenant’s obligations under this Lease (or Tenant has delivered to Landlord evidence, reasonably satisfactory to Landlord, that such assumption has occurred by operation of law), (B) the applicable transaction is for an independent valid business purpose not primarily designed to effectuate an assignment of this Lease and not to avoid any obligations under this Lease and (C) the Successor Entity shall, immediately after giving effect to such assignment, satisfy the Net Worth Test. Within 20 days after the effective date of such assignment, Tenant shall notify Landlord thereof, which notice shall describe the transaction in reasonable detail and include (x) such current financial information as reasonably required in order to prove that the Net Worth Test set forth above has been satisfied, including, without limitation, its most recent financial statements if such financial statements are available and if not, such other

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reasonable evidence of the same (which, unless the same are already in the public domain, Landlord shall keep confidential except as required by law) and (y) if applicable, an executed copy of the assignment agreement.
(c)    Notwithstanding anything to the contrary contained in this Lease, the provisions of Sections 10.01(a), 10.08, 10.09 and 10.12 shall not apply with respect to, and the consent of Landlord shall not be required with respect to, (x) the licensing by Tenant of up to 10% of the Rentable Square Feet of the Premises in the aggregate to licensees of a type and quality consistent with the existing tenants and occupants of the Building from time to time and who have an ongoing business relationship with Tenant or with an Affiliate of Tenant and (y) the use of portions of the Premises by Service Providers and Tenant’s Regulators and Auditors; provided, that Tenant shall give Landlord notice in accordance with Article 31 and such license or use shall comply with the following provisions:
(i)    such license or use shall be without the installation of any separate entrance from the elevator lobby serving such Floor;
(ii)    such license or use shall not create any material increase in traffic in the use of the common areas of the Building over the amount of such traffic that would be generated if Tenant itself occupied the space in question;
(iii)    such license or use shall be for a term ending no later than one day prior to the Expiration Date;
(iv)    no such licensee or user may assign its rights or further license or permit the use of the space that is the subject of such license or use;
(v)    each such license or use shall be subject and subordinate to all of the terms, covenants, conditions and provisions of this Lease;
(vi)    all acts, omissions and operations of the licensee or user shall be deemed acts, omissions and operations of Tenant;
(vii)    no such licensee or user shall perform any Alterations;
(viii)    Tenant shall deliver to Landlord a notice prior to any such licensee or user taking occupancy advising Landlord of the name of such licensee or user, the relationship to Tenant and the character and nature of the business to be conducted by the licensee or user in the Premises, the location of the area within the Premises to be occupied and the expected duration of the same, and, if a license agreement is executed, a copy of such applicable written license; and
(ix)    Tenant shall, within 10 days after receipt of notice from Landlord, revoke such license or terminate such use if Landlord notifies Tenant that, in Landlord’s reasonable discretion, such licensee is not a user of a type and quality consistent with the existing tenants and occupants of the Building, does not meet the requirements of the use provisions of Article 6 of this Lease and/or is disturbing harmony with any tenant or occupant of the Project or causing or

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contributing to any disruption or dispute, and, in connection therewith, Tenant shall indemnify, defend and hold harmless Landlord from and against any and all loss, liability, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) resulting from any claims that may be made against Landlord by any such licensee or user or by any brokers or other persons claiming a commission or similar compensation in connection with such license or use. The foregoing indemnity shall be governed by the provisions of Section 26.01 of this Lease.
Tenant’s Regulators and Auditors” means, collectively, any governmental or quasi-governmental entity having supervisory responsibility or jurisdiction over Tenant or Tenant’s Affiliates (including, without limitation, any governmental or quasi-governmental entity who examines, audits or regulates banks or other financial institutions, including the Federal Reserve Board of the United States of America) and any auditors of Tenant or Tenant’s Affiliates, in each case only to the extent that such entities or auditors are engaged in their responsibilities with respect to Tenant.
Service Providers” means, collectively, providers to Tenant or to Affiliates of Tenant of outsourced services (including catering, mailroom, file room and photocopying services).
Section 10.02    Affiliate Transactions; No Partial Assignments.
(a)    Provided no Event of Default shall exist, Tenant shall have the right, upon 10 Business Days prior notice to Landlord, but without Landlord’s consent, to assign all of Tenant’s interest in this Lease, or to sublet all or a portion of the Premises to any Affiliate of Tenant (subject, however, to all of the other terms of this Article 10, including Sections 10.02(b), 10.03 and 10.04, but specifically excluding Sections 10.01(a), 10.08, 10.09 and 10.12); provided that (i) in the case of an assignment, the assignee assumes by written instrument reasonably satisfactory to Landlord all of Tenant’s obligations under this Lease, and (ii) no assignment or transfer of interest in this Lease to an Affiliate shall be permitted where the primary purpose of such assignment or transfer of interest is to transfer the estate hereby granted or to permit occupancy of the Premises to or by a third party in avoidance of the prohibition on assignment, transfer or use and occupancy contained in this Article 10. Notwithstanding the foregoing, if at any time thereafter the assignee or sublessee shall cease to be an Affiliate of Tenant, then Tenant shall be required to obtain Landlord’s consent to the continuation of such assignment or subletting as provided herein, unless such former assignee or sublessee shall then satisfy the Net Worth Test. Within 10 days after the effective date upon which the former Affiliate shall cease to be an Affiliate of Tenant, Tenant shall notify Landlord thereof (which notice shall describe the transaction causing such cessation in reasonable detail and include such financial information as reasonably required in order to prove that such former assignee or sublessee shall then satisfy the Net Worth Test).
(b)    Notwithstanding anything herein that may be construed to the contrary, (i) no partial assignments of this Lease, or any of Tenant’s rights or options under this Lease, shall be permitted, and (ii) none of Tenant’s rights or options under this Lease may be assigned except to the assignee under an assignment of this Lease to which Landlord has consented or which is permitted without Landlord’s consent (and then, in the case of an assignee who is not a Successor Entity or Affiliate of Tenant, only to the extent the provisions of this Lease do not limit the benefits of, and/

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or the right to exercise, any such rights or options to the Tenant named in this Lease or its Successor Entity or Affiliate of Tenant).
(c)    For purposes of this Lease, any Affiliate of Tenant may use or occupy the Premises with Tenant without entering into a sublease with Tenant and, in any such event, shall be deemed to be a corporate division or department of Tenant and not a separate entity (provided that the cessation of such Affiliate relationship while such occupancy is continuing shall be deemed a transaction to which all of the terms of this Article 10 shall apply (and accordingly, such Affiliate shall not be entitled to recognition by Landlord as a subtenant), except that Tenant shall not be required to obtain Landlord’s consent to a sublease by Tenant to such former Affiliate so long as such former Affiliate of Tenant shall then satisfy the Net Worth Test. Within 10 days after such date upon which the former Affiliate shall cease to be an Affiliate of Tenant, Tenant shall notify Landlord thereof (which notice shall describe in reasonable detail the transaction causing the cessation of such Affiliate relationship and include such financial information as reasonably required in order to prove that such former Affiliate shall then satisfy the Net Worth Test). Tenant shall be fully responsible for any defaults or Events of Default caused by or due to any act or omission of such Affiliate.
Section 10.03    No Release. If this Lease is assigned, whether or not in violation of the provisions of this Lease, Landlord may collect rent from the assignee. If the Premises or any part thereof are sublet or used or occupied by anybody other than Tenant, whether or not in violation of this Lease, Landlord may, if an Event of Default has occurred and is continuing, collect rent from the subtenant or occupant. In either event, Landlord shall apply the net amount collected to the Rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the provisions of this Article 10, or the acceptance of the assignee, subtenant or occupant as a subtenant or the tenant hereunder, or a release of Tenant from the performance of its obligations under this Lease. The consent by Landlord to the assignment, subletting or use or occupancy by others of the Premises shall not in any way be considered to relieve Tenant (or any Subtenant) from obtaining the express written consent of Landlord to any other or further assignment, subletting or use or occupancy not expressly permitted by this Article 10. Consent to any assignment and/or further subletting by a subtenant shall be granted or denied by Landlord using the same standards under this Lease as applicable to a similar request therefor by Tenant hereunder. References in this Lease to use or occupancy by others (that is, by anyone other than Tenant) shall not be construed as limited to use or occupancy by subtenants and those claiming under or through subtenants, but as also including use or occupancy by licensees, concessionaires, operators and others claiming any right of use or occupancy, immediately or remotely, or claiming any other right of possession or occupancy (all such Persons are each herein referred to as a “Subtenant”).
Section 10.04    Assignments, Subleasing and Other Transfers. Except in connection with an assignment to a Successor Entity where Tenant has delivered evidence, satisfactory to Landlord, that such assumption has occurred by operation of law (as set forth in Section 10.01(b)), any assignment, whether made with Landlord’s consent or without Landlord’s consent, shall not be effective until the assignee shall execute, acknowledge and deliver to Landlord an agreement in form and substance reasonably satisfactory to Landlord, whereby the assignee shall unconditionally assume the obligations to be performed by Tenant under this Lease and whereby the assignee shall

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agree that the provisions in Article 10 shall, notwithstanding such assignment or transfer, continue to be binding upon it including in respect of all future assignments, subleases and other transfers. The original-named Tenant, and each assignee thereof, covenants that, notwithstanding any assignment, subletting or other transfer, whether or not in violation of the provisions of this Lease, and notwithstanding the acceptance of any Rent by Landlord from an assignee, subtenant, transferee, or any other party, and further, notwithstanding any amendment or modification of this Lease subsequent to the date of any assignment, the original-named Tenant, and each assignee thereof, shall remain jointly and severally liable for the payment of all Rent and all other sums due under this Lease and for the other obligations of this Lease on the part of Tenant to be performed or observed throughout the Term.
Section 10.05    Obligations of Tenant Unaffected by Assignment. The liability of Tenant and any immediate or remote assignee or successor in interest of Tenant for the due performance of the obligations of this Lease on Tenant’s part to be performed or observed (a) shall be joint and several, (b) shall not be discharged, released or impaired in any respect by any agreement or stipulation made by Landlord extending the time of, or modifying any of the obligations of, this Lease, or by any waiver or failure of Landlord to enforce any of the obligations of this Lease and (c) shall not be impaired or otherwise affected by any event, proceeding, action or failure to act, with or without notice to, or the knowledge or consent of, Tenant or any such immediate or remote assignee or successor in interest of Tenant, including (i) any waiver, consent, indulgence, forbearance, lack of diligence, action or inaction on the part of Landlord in enforcing this Lease; or (ii) any bankruptcy, insolvency, reorganization, arrangement, liquidation, rehabilitation or similar or dissimilar proceeding involving or affecting any immediate or remote (x) successor-in-interest of Tenant, or (y) assignee of Tenant’s interest in this Lease, including any termination or rejection of this Lease in connection with such proceedings (and any limitation on the liability of any assignee in such proceeding shall not diminish or limit the liability of Tenant or any other immediate or remote assignee or successor in interest of Tenant), and in the event any assignee shall become a debtor under the Bankruptcy Code, Tenant shall have no right of subrogation as against such assignee.
Section 10.06    Tenant Liable for Subtenant. Each sublease pursuant to this Article 10 shall expressly be subject to all of the covenants, agreements, terms, provisions and conditions contained in this Lease. Tenant shall be fully liable for all acts and omissions of any Subtenant or anyone claiming under or through any Subtenant that shall be in violation of any of the obligations of this Lease, and any such violation shall be deemed to be a violation by Tenant.
Section 10.07    Listings of No Effect. The listing of any name other than, or in addition to, that of Tenant, whether on the doors of the Premises or the directory for the Building, or otherwise, shall not operate to vest any right or interest in this Lease or in the Premises, nor shall it be deemed to be the consent of Landlord to any assignment, subletting or other transfer of this Lease or to any sublease of the Premises or any part thereof or to the use or occupancy thereof by others.
Section 10.08    Notice to Landlord. (a) If Tenant desires to assign this Lease or sublet all or part of the Premises (other than an assignment or sublease that does not require Landlord’s consent in accordance with Sections 10.01 or 10.02), Tenant shall give to Landlord notice (“Tenant’s Offer

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Notice”) thereof, specifying (i) in the case of a proposed subletting, the location, configuration and size of the space to be sublet and the term of the subletting of such space, (ii) (A) in the case of a proposed assignment, Tenant’s good faith offer of the consideration Tenant desires to receive or pay for such assignment or (B) in the case of a proposed subletting, Tenant’s good faith offer of the fixed annual rent and additional rent which Tenant desires to receive for such proposed subletting (including the manner in which Tenant desires to be reimbursed for Tenant’s Operating Payment, Tenant’s PILOT Payment (including any applicable base years) and electricity), any free rent periods, work contributions and allowances, all other contributions and allowances, and other concessions Tenant is willing to give, (C) all other material economic and financial terms that Tenant proposes be included in the transaction, and (D) except in the case of a proposed assignment, any requirements with respect to obtaining Tenant’s consent to any alterations to the space and/or the condition in which such space shall be returned to Tenant (including any requirement that such space be returned to the condition existing at the commencement of such sublease), and (iii) the proposed assignment or sublease commencement date. Tenant’s Offer Notice may be given prior to or together with any Transfer Notice, but if given together, then the time periods for Landlord to respond set forth in Section 10.09(b) below shall apply in lieu of that set forth in Section 10.08(b) below.
(b)    Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord may, at Landlord’s option, (i) sublease (or have an Affiliate of Landlord designated by Landlord sublease) such space from Tenant (if the proposed transaction is a sublease of all or part of the Premises), (ii) have this Lease assigned to Landlord (or an Affiliate of Landlord designated by Landlord) or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Premises) or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of part of the Premises for all or substantially all of the remainder of the Term (for purposes of this Section 10.08, a sublease shall be deemed to be for substantially all of the remainder of the Term if it is to expire, inclusive of any renewal or extension options, no earlier than 6 months prior to the then scheduled expiration of the Term). Such options may be exercised by Landlord by notice to Tenant within 30 days after a Tenant’s Offer Notice, together with all information required pursuant to Section 10.08(a), shall have been given by Tenant to Landlord.
(c)    If Landlord exercises its option under Section 10.08(b)(ii) to terminate this Lease, then (i) this Lease shall terminate on the proposed assignment effective date or sublease commencement date specified in the applicable Tenant’s Offer Notice, (ii) all Rent shall be paid and apportioned to such date, (iii) if such Tenant’s Offer Notice provides that Tenant is to receive any consideration for the proposed assignment or sublease, then Landlord shall pay such consideration to Tenant as and when stated in such Tenant’s Offer Notice less any concessions, if any, provided in such Tenant’s Offer Notice that Tenant was willing to pay or grant in connection with the proposed assignment or sublease, (iv) if such Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee) less the consideration, if any, provided in such Tenant’s Offer Notice that Tenant desired to receive for such assignment or sublease, (v) Landlord (or its designee) shall recognize all existing subleases in accordance with Section 10.11(c), (vi) notwithstanding any provision of this Lease to the contrary,

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if such Tenant’s Offer Notice provides that Tenant shall have no obligation to remove or restore any Specialty Alterations, then Tenant shall have no such obligation and (vii) Landlord and Tenant shall have no further obligation or liability to the other, other than liabilities that accrued, or relate to periods, prior to such termination and except for Landlord’s obligations under the preceding clause (v), clause (vi) and Section 10.11(c).
(d)    If Landlord exercises its option under Section 10.08(b)(ii) to have this Lease assigned to it (or its designee), then (i) Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord and Tenant, effective on the date that is the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice, (ii) if such Tenant’s Offer Notice provides that Tenant is to receive any consideration for the proposed assignment then Landlord (or Landlord’s designee) shall pay such consideration to Tenant as and when stated in such Tenant’s Offer Notice less any consideration or concessions, if any, provided in such Tenant’s Offer Notice that Tenant was willing to pay or grant in connection with the proposed assignment or sublease, (iii) if such Tenant’s Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee) less the consideration, if any, provided in such Tenant’s Offer Notice that Tenant desired to receive for such assignment or sublease, (iv) Landlord (or its designee) shall recognize all existing subleases, and (v) Landlord and Tenant shall have no further obligation or liability to the other, other than liabilities that accrued, or relate to periods, prior to such termination.
(e)    If Landlord exercises its option under Section 10.08(b)(iii) to terminate this Lease with respect to the space covered by a proposed sublease, then (i) this Lease shall terminate with respect to such part of the Premises on the effective date of the proposed sublease, (ii) from and after such date the Rent shall be adjusted, based upon the proportion that the Rentable Square Footage of the Premises remaining bears to the total Rentable Square Feet of the Premises, (iii) Tenant shall pay to Landlord, within 30 days after demand, the reasonable out-of-pocket costs actually incurred by Landlord in demising separately such part of the Premises and in complying with any Legal Requirements relating to such demise (unless such Tenant’s Offer Notice provides that the applicable subtenant will perform and pay for such demising work), (iv) if the economic terms set forth in Tenant’s Offer Notice would result in a Tenant’s Sublease Profit, then Landlord shall pay such Tenant’s Sublease Profit as and when the same would have been received by Tenant and (v) Landlord and any person claiming by, through or under Landlord shall have commercially reasonable means of ingress to and egress from such space and the unrestricted right to access and use the restrooms on the floor that the remaining Premises are located on (notwithstanding the fact that prior to such termination the Premises may have contained all of the rentable area on such floor).
(f)    If Landlord exercises its option under Section 10.08(b)(i) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee as provided in Section 10.08(b)(i) as subtenant (the “Recapture Sublease”) shall be in form and substance reasonably satisfactory

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to Landlord and Tenant at the rental set forth in the applicable Tenant’s Offer Notice with respect to such sublet space, and shall be for the term set forth in the applicable Tenant’s Offer Notice, and:
(i)    shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 10.08(f);
(ii)    shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 10.08(f);
(iii)    shall permit the subtenant under the Recapture Sublease, without Tenant’s consent, freely to assign the Recapture Sublease to an Affiliate of Landlord (and not otherwise) or to sublet to any Person all or any part of the space covered by the Recapture Sublease;
(iv)    except as otherwise provided in Tenant’s Offer Notice, shall permit the subtenant under the Recapture Sublease, without Tenant’s consent, to make (and permit its assignee or further subtenant to make) any and all alterations and improvements in the space covered by the Recapture Sublease (provided that, if and to the extent so required by Tenant’s Offer Notice in the case of a sublease for less than substantially all of the remainder of the Term, Landlord shall (or shall cause the subtenant under the Recapture Sublease to) remove such alterations and improvements and return such space to Tenant at the end of the term of the Recapture Sublease in the same condition as existed prior to the Recapture Sublease, excepting only reasonable wear and tear); and
(v)    shall provide that (1) the parties to the Recapture Sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of such parties, (2) the sublet space may be used for any purpose permitted by this Lease, (3) Landlord, at Tenant’s expense (unless otherwise provided in Tenant’s Offer Notice), may make such alterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any Legal Requirements relating to such demise and (4) Tenant shall and will at all times provide and permit reasonably appropriate means of ingress to and egress from such space so sublet by Tenant to Landlord or its designee and grant Landlord and any person claiming by, through or under Landlord the unrestricted right to access and use the restrooms located on the floor on which such subleased space is located.
Tenant shall have no responsibility for, or liability to Landlord or any other person, with respect to any act or omission of the subtenant under the Recapture Sublease, or any assignee or further subtenant, and no such act or omission shall constitute or give rise to a default or Event of Default under this Lease, and performance by Landlord or such Person, assignee or subtenant under such Recapture Sublease shall be deemed performance by Tenant of a similar obligation under this Lease related to the space covered by such Recapture Sublease. Landlord shall indemnify, defend and hold harmless Tenant from and against any loss, liability, cost, claim, damage or expense (including reasonable attorneys’ fees and costs) arising out of the use or occupancy of the space covered by such Recapture Sublease by Landlord or any other person, or any assignee or further subtenant,

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except to the extent of the negligence or willful misconduct of Tenant or its agents, invitees, representatives or contractors. Tenant shall be entitled to offset against the rent payable under this Lease any and all rent, additional rent or other sums coming due under the Recapture Sublease or under the provisions of this Section 10.08(f) not paid by Landlord or Landlord’s designee to Tenant when due.
(g)    (i)    In the case of a proposed sublease, Tenant shall not sublet any space to a third party on terms which would result in the subtenant paying a rental which is less (on a net effective per rentable square foot per annum basis considering all relevant factors) than 90% of the rental (on a net effective per rentable square foot per annum basis considering all relevant factors) specified in Tenant’s Offer Notice with respect to such space, without complying once again with all of the provisions of this Section 10.08 (including the giving of a new Tenant’s Offer Notice to Landlord) and re-offering such space to Landlord on terms which would result in Landlord paying such lower rental (on a net effective per rentable square foot per annum basis).
(ii)    In the case of a proposed assignment, Tenant shall not assign this Lease to a third party on terms which would result in the assignee paying (on a net effective per rentable square foot per annum basis considering all relevant factors, including the Rent payable under this Lease and the consideration and concessions to be paid or received by the assignee) less than 90% of what the assignee would pay (on a net effective per rentable square foot per annum basis considering all relevant factors, including the Rent payable under this Lease and the consideration and concessions to be paid or received by the assignee) if such assignment had been consummated on the terms set forth in Tenant’s Offer Notice, without complying once again with all of the provisions of this Section 10.08 (including the giving of a new Tenant’s Offer Notice to Landlord) and re-offering to assign this Lease to Landlord on terms which would result in Landlord paying such lower amount (on a net effective per rentable square foot per annum basis considering all relevant factors, including the Rent payable under this Lease and the consideration and concessions to be paid or received by the assignee).
Section 10.09    Assignment and Subletting Procedures. (a) If Tenant delivers to Landlord a Tenant’s Offer Notice with respect to any proposed assignment of this Lease or subletting of all or part of the Premises and Landlord does not timely exercise any of its options under Section 10.08, and Tenant then or thereafter desires to assign this Lease or sublet all or a portion of the space specified in Tenant’s Offer Notice, then Tenant shall notify Landlord (a “Transfer Notice”) of such desire, which Transfer Notice shall contain Tenant’s request for Landlord’s consent to such assignment or subletting and shall be accompanied by (1) a fully executed original counterpart of the proposed assignment or sublease, and of all related agreements, the effective date of which shall be at least 30 days after the giving of the Transfer Notice, (2) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Premises, (3) current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial statements (which, unless the same is already in the public domain, Landlord shall keep confidential except as required by law) and (4) such other information as Landlord may reasonably request, and Landlord’s consent to the proposed assignment or sublease shall not be unreasonably withheld or conditioned, provided that:

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(i)    such Transfer Notice shall be delivered to Landlord together with or within 365 days after the delivery to Landlord of the applicable Tenant’s Offer Notice;
(ii)    in Landlord’s reasonable judgment, the proposed assignee or subtenant is engaged in a business and the Premises will be used in a manner which (1) are in keeping with the standards of a first-class office building in downtown Manhattan, (2) are limited to the uses permitted under Article 6 hereof, and (3) will not violate any restriction as to use contained in this Lease;
(iii)    in Landlord’s reasonable judgment, the proposed assignee or subtenant is a reputable Person and has sufficient financial ability to meet its liabilities and obligations under the assignment or sublease, reasonable evidence of which shall have been furnished to Landlord;
(iv)    the fully executed original counterpart of the proposed assignment or sublease accompanying the Transfer Notice (A) is reasonably satisfactory to Landlord, (B) complies with Section 10.08(g), (C) has a commencement or effective date no later than 365 days after the commencement or effective date set forth in Tenant’s Offer Notice, (D) in the case of a sublease, has either (x) a term substantially similar in length to the term set forth in Tenant’s Offer Notice, or (y) an expiration date within 365 days of the expiration date provided for in Tenant’s Offer Notice and (E) is consistent, in all material respects, with the information contained in the applicable Tenant’s Offer Notice relating to control on alterations and the condition in which the space is to be returned to Tenant;
(v)    such sublease shall provide that no rental or any other payments for use, occupancy or utilization of the premises demised thereunder shall be based in whole or in part on the net income or profits derived by any Person therefrom, and such sublease or assignment shall provide that the proposed assignee or subtenant may not assign its interest in this Lease or such sublease, as applicable, or sublet the premises demised thereunder, except as otherwise provided herein;
(vi)    within the 5 years immediately preceding the Transfer Notice, the proposed assignee or subtenant has not committed an act of insolvency or bankruptcy;
(vii)    neither the proposed assignee or subtenant nor any of its Affiliates is a tenant or subtenant in the Building; provided, that Landlord or Landlord’s Affiliate has a comparable amount of comparable space available in the Building, or anticipates based on then scheduled lease expirations having a comparable amount of comparable space within a period not later than 4 months after the proposed commencement date of the applicable sublease or assignment, which (in either case) Landlord or Landlord’s Affiliate is then willing to lease to such proposed subtenant or assignee for a comparable term;
(viii)    neither the proposed assignee or subtenant nor any of its Affiliates is a Person from whom, within the 3 months prior to such Transfer Notice, Landlord has received a written proposal to lease space in the Building or a written acceptance of a Landlord proposal to lease space in the Building; provided, that Landlord or Landlord’s Affiliate has a comparable amount

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of comparable space available in the Building, or anticipates based on then scheduled lease expirations having a comparable amount of comparable space within a period not later than 4 months after the proposed commencement date of the applicable sublease or assignment, and which Landlord or Landlord’s Affiliate is then willing to lease to such proposed subtenant or assignee for a comparable term;
(ix)    there shall not be more than 4 occupants per full Floor of the Above-Grade Premises (exclusive of Tenant’s Affiliates, Service Providers, Tenant’s Regulators and Auditors and/or licensees using or occupying the Premises pursuant to Section 10.01(c) or Section 10.02);
(x)    the nature of the use or occupancy of the proposed assignee or subtenant will not cause a materially greater demand on the Building Systems;
(xi)    the proposed assignee or subtenant will not, in Landlord’s reasonable judgment, present a greater security risk to the Project including the Premises;
(xii)    in the case of a proposed sublease, the area to be sublet thereunder includes at least 80% of the area specified in the applicable Tenant’s Offer Notice and is no larger than 120% of the area specified in the applicable Tenant’s Offer Notice;
(xiii)    Tenant shall reimburse Landlord, within 30 days after demand, for any reasonable and actual out-of-pocket costs incurred by Landlord in connection with such assignment or sublease, including, without limitation, the costs of making investigations as to the acceptability of the proposed assignee or subtenant, and reasonable attorneys’ fees and disbursements incurred in connection with any requested consent, whether or not such transaction shall be consummated; and
(xiv)    such sublease or assignment expressly provides that the assignment or sublease in question is conditioned on, and shall not be effective without, the consent of Landlord, which consent shall be in the form of Exhibit X annexed hereto.
(b)    If Landlord fails to either approve or disapprove Tenant’s request, made in accordance with Section 10.09(a), for Landlord’s consent to an assignment or sublease within 15 days (or 30 days if Tenant gives a Tenant’s Offer Notice concurrently with the Transfer Notice) after Tenant gives to Landlord a Transfer Notice accompanied by all of the documents, statements and information required to accompany the Transfer Notice pursuant to Section 10.09(a), then provided that Tenant sends Landlord a 2nd notice enclosing Tenant’s original request and stating in bold capital letters: “IF LANDLORD FAILS TO RESPOND TO THIS REQUEST FOR CONSENT TO ASSIGNMENT OR SUBLEASE (AS THE CASE MAY BE) WITHIN 5 BUSINESS DAYS OF RECEIPT OF THIS NOTICE, THEN LANDLORD’S CONSENT TO SUCH ASSIGNMENT OR SUBLEASE (AS THE CASE MAY BE) SHALL BE DEEMED GRANTED IN ACCORDANCE WITH SECTION 10.09(b) OF THE LEASE,” and Landlord fails to either approve or disapprove the request after the expiration of such 5 Business Day period, Landlord’s consent to such assignment or sublease shall be deemed given as Tenant’s sole and

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exclusive remedy for Landlord’s failure to respond to Tenant’s request, made in accordance with Section 10.09(a), for Landlord’s consent to an assignment or sublease.
Section 10.10    Manner of Offering Space. Tenant shall not publicly advertise in any medium the availability of this Lease for assignment or the availability of the Premises or any portion thereof for subleasing without prior notice to and approval by Landlord (which approval shall not be unreasonably withheld). No advertisement shall state the then Rent or the proposed rental or assignment consideration. This Section 10.10 shall not be applicable to listing to brokerage industry online listing services (e.g. Co-Star) or to flyers, brochures or other standard marketing materials or computer databases customarily utilized by real estate brokers in Manhattan that in each case do not state the then Rent or the proposed rental or assignment consideration.
Section 10.11    Additional Assignment and Sublease Requirements. With respect to each and every sublease or assignment authorized or otherwise permitted by Landlord under the provisions of this Lease, regardless of whether Landlord’s express consent is necessary, it is further agreed:
(a)    No subletting shall be for a term (including renewal or extension options) ending later than one day prior to the expiration of the Term.
(b)    No subtenant or assignee shall take possession of the Premises or any part thereof until an executed counterpart of such sublease or assignment has been delivered to Landlord (except as otherwise provided in Section 10.01 and excluding occupancy by Permitted Users), and any Landlord consent required hereunder shall have been obtained.
(c)    Each sublease shall provide (i) that it is subject and subordinate to this Lease, and the matters to which this Lease is or shall be subordinate, (ii) that except as provided in clause (v) of this Section 10.11(c) or as otherwise provided in a Recognition Agreement or in Section 10.08(c) or Section 10.08(d), such sublease shall terminate and be of no further force and effect upon any termination, surrender or cancellation of this Lease (including by reason of any agreed upon termination of this Lease by Landlord and Tenant), (iii) that the subtenant will not pay any rent or other sums under the sublease for more than one month in advance of the due date for any corresponding Rent obligation under this Lease, and (iv) on the termination of this Lease pursuant to Article 20, upon Landlord’s request, the subtenant will promptly deliver to Landlord “as-built” drawings (or comparable redlined shop drawings) of any construction, alteration, renovation and/or restoration work such subtenant performed or caused to be performed in the space demised under such subtenant’s sublease, and (A) if any construction, alteration, renovation and/or restoration work with respect to such space is then proposed or in progress, such subtenant’s drawings and specifications, if any, for such work, and (B) if any construction, alteration, renovation and/or restoration work by Tenant for such subtenant with respect to such space was performed or is then proposed or in progress, the “as-built” drawings, if any, or the drawings and specifications, if any, as the case may be, for such work in such subtenant’s possession, and (v) that in the event of any such termination or any surrender or cancellation of this Lease or any re-entry or dispossess by Landlord under this Lease, Landlord may, at its sole option except as provided in a Recognition Agreement or in Section 10.08(c) or Section 10.08(d) or in Landlord’s written consent to the applicable sublease as provided in Exhibit X, take over all of the right, title and interest of Tenant,

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as sublessor, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (1) liable for any previous act or omission of Tenant under such sublease, (2) subject to any credit, offset, claim, counterclaim, demand or defense, which theretofore accrued to such subtenant against Tenant, (3) liable for any security deposited by such subtenant that has not been transferred as such to Landlord, (4) bound by any previous modification of such sublease not consented to in writing by Landlord or by any previous prepayment of more than one month’s rent, (5) bound by any covenant to undertake or complete any construction of the premises or any portion thereof demised by such sublease, (6) bound by any obligation to make any payment to or on behalf of the subtenant, it being expressly understood that Landlord shall not be bound by any obligation to make payment to or on behalf of a subtenant with respect to construction performed by or on behalf of such subtenant with regard to the premises demised under such sublease, (7) responsible for any monies owing by Landlord to Tenant or (8) required to remove any Person occupying the Premises or any part thereof. If this Lease is terminated or assigned under Section 10.08(c) or Section 10.08(d), Landlord (or, Landlord’s designee, in the case of an assignment to Landlord’s designee under Section 10.08(d)) shall take over all existing subleases as provided for above, except that clauses (5), (6), (7) and (8) above and, with respect to any related right of offset, clause (2) above, shall not be applicable in such a case.
(d)    Each sublease shall provide that the subtenant may not assign its rights thereunder or further sublet the space demised under the sublease, in whole or in part, except in compliance with all of the terms and provisions of this Article 10. Without limiting the generality of the foregoing, Landlord’s consent shall not be required with respect to any transaction which, if undertaken by Tenant, would be permitted without consent under Section 10.01 or Section 10.02.
(e)    Each sublease and assignment shall contain written representations, covenants and agreements with respect to the subtenant or assignee substantially similar to those set forth in Article 27 of this Lease with respect to Tenant.
Section 10.12    Allocation of Assignment Profit and Subleasing Profit. (a)  If Landlord’s consent to any assignment of this Lease or to any sublease shall be required hereunder and shall have been given, Tenant shall, in consideration therefor, pay to Landlord:
(i)    In the case of any such assignment, an amount equal to 50% of the amount (which amount is herein called the “Assignment Profit”) by which (x) all sums and other consideration actually paid to Tenant and any of its Affiliates by or on behalf of the assignee for or by reason of such assignment (including sums paid for the sale or rental of Leasehold Improvements, fixtures, equipment, furniture, furnishings or other personal property, and, if such consideration is paid in installments, any interest paid on such installments) exceeds (y) the aggregate of (1) reasonable legal and advertising fees and expenses, transfer taxes and customary brokerage commissions paid by Tenant in connection with such assignment and sums payable to Landlord pursuant to Section 10.09(a)(xiii) of this Lease, (2) net payments for any leasehold improvements made for the assignee by Tenant and construction costs related thereto (or allowances in lieu thereof paid by Tenant) pursuant to the terms of such assignment and other out-of-pocket cash concessions made by Tenant pursuant to the terms of such assignment, (3) the unamortized cost (in excess of

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the Work Allowance (assuming the Work Allowance to have been applied evenly on a per Rentable Square Foot basis over the entire Initial Premises)) of the Initial Tenant Work and any other Alterations in the Premises (unless demolished by the assignee within 9 months after the effective date of such assignment), based on the amortization of such cost on a straight-line basis from the Rent Commencement Date over the Initial Term of this Lease (in the case of the Initial Tenant Work) or from the date placed in service over the balance of the initial or other term of this Lease during which made (in the case of other Alterations), (4) in the case of a sale of Tenant’s equipment, furniture, furnishings or other personal property to the assignee, the then-unamortized or undepreciated cost thereof determined on the basis of Tenant’s federal income tax returns, and (5) the Base Rent and Additional Rent paid pursuant to Article 4 of the Lease commencing on the date Tenant shall have vacated the entire Premises and ending on the earlier of (x) the 90th day thereafter and (y) the day immediately preceding the effective date of the assignment. The amounts payable to Landlord under this clause (i) shall be due and payable within 10 days after Tenant’s or any of its Affiliates’ receipt of payment from or on behalf of the assignee (including any amounts received as damages or other sums from such assignee on account of such assignee’s default in connection with said assignment).
(ii)    In the case of any such sublease, any Gross Sublease Profit for any month during the term of the sublease shall be applied as follows: first, retained by Tenant until it has recovered any Gross Sublease Loss from all earlier months of the term of such sublease, second, retained by Tenant until it has recovered its Sublease Costs, and third, 50% retained by Tenant (“Tenant’s Sublease Profit”) and 50% paid by Tenant to Landlord. As used herein the term “Gross Sublease Profit” and “Gross Sublease Loss” shall mean, for any month for any sublease, the excess or deficiency, as the case may be, between (x) any rents, additional charges or other consideration actually paid to Tenant or any of its Affiliates under or by reason of the sublease (and any related instruments) by or on behalf of the subtenant (including sums paid for the sale or rental of Leasehold Improvements, fixtures, equipment, furniture, furnishings or other personal property) and any sums received by Tenant or any of its Affiliates from or on behalf of the subtenant on account of profits received by such subtenant from an underletting) and (y) the aggregate of (1) the Rent and all other sums to be paid by Tenant under this Lease for such month in respect of the space covered by the sublease (at the rate per Rentable Square Foot payable by Tenant hereunder), (2) in the case of a sale of Tenant’s equipment, furniture, furnishings or other personal property, the then-unamortized or undepreciated cost thereof determined on the basis of Tenant’s federal income tax returns, (3) in the case of the rental of Tenant’s equipment, furniture, furnishing or other personal property, the amortization or depreciation thereof during such month determined on the basis of Tenant’s federal income tax return, (4) the amortization or depreciation during such month of all costs (hard and soft) incurred by Tenant (and not reimbursed by the Work Allowance (assuming the Work Allowance to have been applied evenly on a per Rentable Square Foot basis over the entire Initial Premises)) for the Initial Tenant Work or other Alterations in the space covered by the sublease (excluding Alterations made in connection with such sublease), determined by amortizing or depreciating such costs on a straight-line basis over the Initial Term of this Lease, commencing on the Rent Commencement Date (in the case of the costs of the Initial Tenant Work) or the in-service date (for other Alterations), unless Tenant or the subtenant demolishes such Initial Tenant Work or Alterations within 9 months after the effective date of such sublease, and (5) the Base Rent and Additional Rent under Article 4 paid by Tenant in respect of the space covered by the sublease (at the rate per Rentable

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Square Foot payable by Tenant hereunder) commencing on the date Tenant shall have vacated such space and ending on the earlier of (x) the 90th day thereafter and (y) the day immediately preceding the commencement date of the sublease. The term “Sublease Costs” shall mean the reasonable legal and advertising fees and expenses, transfer taxes, customary brokerage commissions, the sums payable to Landlord pursuant to Section 10.09(a)(xiii) of this Lease, the costs of any Alterations performed by Tenant in connection with the sublease, and any work allowances paid by Tenant and any other out-of-pocket cash concessions made by Tenant in connection with the sublease. Any amount payable to Landlord under this Section 10.12(a)(ii) in respect of any month, shall be paid within 20 days after the actual receipt by Tenant. If, however, the sublease is terminated, Tenant’s obligation to pay further sums to Landlord shall terminate except with regard to any damages or other sums thereafter received by Tenant from such subtenant to the extent attributable to any rents or other amounts included in the Gross Sublease Profit calculation, which shall be treated as if such damages were sublease rents.
(b)    Together with any requests for Landlord’s consent to an assignment or sublease or with Tenant’s Transfer Notice to be given to Landlord pursuant to Section 10.08(a), as the case may be, Tenant shall furnish Landlord with such information and documents relating to the estimated calculation of Assignment Profit and Gross Sublease Profit as shall be reasonably appropriate to enable Landlord to verify the same, and Tenant shall promptly furnish Landlord with such additional information or documents related thereto as Landlord may reasonably request. Any dispute arising under or in connection with any provision of this Section 10.12 shall be determined by expedited arbitration pursuant to Article 21. In the event the arbitration determines that the monthly amount owed by Tenant to Landlord under this Section 10.12 exceeds the monthly amount claimed to be so owed by Tenant, then Tenant shall pay Landlord any such deficiency together with interest thereon at the Prime Rate from the date such amount (or portion thereof) was owed to the date paid. In the event the arbitration determines that the monthly amount owed by Tenant to Landlord under this Section 10.12 is less than the monthly amount paid by Tenant, then Landlord shall pay Tenant any such deficiency together with interest thereon at the Prime Rate from the date such amount (or portion thereof) was paid to the date paid by Landlord. The obligations and the remedies of Landlord and Tenant under this Section 10.12 shall survive the expiration or earlier termination of the Term.
Section 10.13    Tenant’s Enforcement. Tenant shall use commercially reasonable efforts to cause any Subtenant to comply with its obligations under its sublease, except to the extent that Tenant determines to waive the same (but no such waiver shall diminish or detract from the obligation of Tenant or such subtenant to comply with the applicable provisions of this Lease). Notwithstanding the foregoing, (a) Tenant shall have the right, without Landlord’s consent, to accept any early surrender of any sublease, in whole or in part; and (b) Landlord shall not unreasonably withhold its consent to any modification of any sublease to which Landlord has previously consented; provided, that any such modification which extends the term shall be subject to Landlord’s rights under Section 10.08 as if it were a new sublease and any modification which expands the premises covered thereby shall be subject to Landlord’s rights under Section 10.08 with respect to such expanded portion as if it were a new sublease.

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Section 10.14    Responsibility for Subtenants. The fact that a violation or breach of any of the terms, provisions or conditions of this Lease results from or is caused by an act or omission by any Subtenant shall not in any respect relieve Tenant of Tenant’s obligations to cure the same.
Section 10.15    Assignment of Sublease Rents. To secure the prompt and full payment by Tenant of the Rent and all other sums due hereunder and the faithful performance by Tenant of all the other terms and conditions herein contained on its part to be kept and performed, Tenant hereby collaterally assigns, transfers and sets over unto Landlord, subject to the conditions hereinafter set forth in this Section 10.15, all of Tenant’s right, title and interest in and to all subleases, and hereby confers upon Landlord, its agents and representatives, a right of entry in, and sufficient possession of, the sublease premises to permit and ensure the collection by Landlord of the rents and other sums payable under the subleases, and further agrees that the exercise of the right of entry and qualified possession by Landlord shall not constitute an eviction of Tenant from the Premises or any portion thereof; provided, that such assignment shall become and remain operative and effective only if (a) an Event of Default shall occur and be continuing, or (b) this Lease and the Term shall be canceled or terminated pursuant to the terms, covenants and conditions hereof, or (c) there occurs repossession under a dispossess warrant or other judgment, order or decree of a court of competent jurisdiction and then only as to such of the subleases that Landlord may elect to take over and assume. Notwithstanding anything contained in this Section 10.15 to the contrary, the provisions of this Section 10.15 shall be subject to the provisions of Section 10.11(c).
Section 10.16    Delivery of Sublease Schedule. Tenant shall deliver to Landlord, promptly upon Landlord’s written request, a schedule of any subleases and occupancy agreements which shall include the name of the Subtenant, the expiration date, a description of any renewal options, rentals and any other information relating to such subleases or occupancy agreements which Landlord may reasonably request.
Section 10.17    Indemnification by Tenant. If Landlord shall decline to give its consent to any proposed assignment, sublease or other use or occupancy agreement for which such consent shall be required and such consent shall have been properly declined under this Article 10, or if Landlord shall exercise any of its options under Section 10.08 of this Lease, Tenant shall indemnify, defend and hold harmless Landlord and its officers, employees and agents against and from any and all loss, liability, damages, costs and expenses (including reasonable attorneys’ fees) resulting from any claims that may be made against any such Persons by the proposed assignee or Subtenant or by any brokers or other Persons claiming a commission or similar compensation in connection with the proposed assignment, sublease or other use or occupancy agreement.
Section 10.18    Assumption by Assignee in Bankruptcy. Any person or entity to which this Lease may be assigned pursuant to the provisions of Section 365 of the Bankruptcy Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after the date of such assignment. Any such assignee shall, promptly after demand, execute and deliver to Landlord an instrument confirming such assumption. The provisions of this Section 10.18 shall not in any way be construed as Landlord’s advance consent to any such assignment.
Section 10.19    OFAC Information. In connection with any proposed assignment of this Lease or any sublease, Tenant shall provide to Landlord the names of the persons holding an

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ownership interest in any proposed assignee or sublessee, as applicable, for purposes of compliance with Presidential Executive Order 13224 (issued September 24, 2001), as amended. The obligation contained in the preceding sentence shall not apply to any Affiliate of Tenant or any publicly owned company.
Section 10.20    Subtenant Recognition Agreement. Landlord agrees to enter into a subordination, recognition and attornment agreement (“Recognition Agreement”), in form and substance substantially similar to the form annexed hereto as Exhibit O, for the benefit of any subtenant subleasing one (1) full Floor or more of the Premises, provided all of the following conditions precedents are satisfied:
(a)    The proposed sublease is a bona-fide, arm’s-length sublease with a reputable party that is not an Affiliate of Tenant and otherwise appropriate for the first-class character of the Building and reasonably acceptable to Landlord, whose financial strength is reasonably satisfactory to Landlord, considering the financial obligations to be undertaken by such party pursuant to such sublease;
(b)    The subleased space (a) is all on the bottom or the top of the block (or one of the blocks) of space being leased to Tenant hereunder, (b) is contiguous to a full floor being subleased by one or more subtenants that received a Recognition Agreement so long as, in the case of this clause (b), the sublease term of the subtenant requesting the Recognition Agreement is no longer (with renewals) than the sublease term (without renewals) of such other subtenant that already has a Recognition Agreement (unless such subtenant agrees, in the Recognition Agreement, that in order to take advantage of the non-disturbance provisions of the Recognition Agreement, at the time when its possession hereunder would otherwise be subject to disturbance by reason of Tenant’s default hereunder, to reduce the term (with renewals) of its sublease to no longer than the term (without renewals) of such other subtenant) or (c) is a full Floor not contiguous to another full Floor;
(c)    The proposed sublease and Recognition Agreement provides that the allocable monthly fixed rental, tax and expense escalation payments and Additional Rental payments (collectively, “Total Rent”) payable at all times after the effective date of attornment to Landlord shall be equal to the greater of (i) the allocable monthly payments of Total Rent payable by Tenant to Landlord under this Lease (for the space covered by the proposed sublease) for the balance of the then remaining Term from and after such date of attornment and (ii) the monthly payments of Total Rent payable by the subtenant under the proposed sublease for the balance of the then remaining Term from and after such date of attornment;
(d)    The proposed sublease does not extend beyond, and does not give the subtenant any right to extend the sublease term beyond, the Expiration Date (as it may be extended);
(e)    The term of the proposed sublease is for not less than 5 years, exclusive of renewals and not subject to early termination by such subtenant (except in the event of the termination of this Lease) that would result in a total term of less than 5 years;
(f)    The proposed sublease imposes no obligations on the sublandlord to do any work (other than restoration, repair and maintenance work to be performed by Landlord pursuant

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to this Lease) or to provide any work allowance or rent concession, or provides that such obligations shall not be binding upon Landlord; and
(g)    The proposed sublease gives no greater rights to the subtenant than Tenant has under this Lease and imposes no greater obligations on Landlord than Landlord then has under this Lease with respect to the demised space which, in either case, would be binding upon Landlord.
The Recognition Agreement shall also provide that if this Lease shall thereafter be terminated pursuant to Section 10.08(c) or assigned pursuant to Section 10.08(d) then (i) there shall be no increase in Total Rent under Section 10.20(c) above by reason of such termination of this Lease, (ii) notwithstanding the provisions of Section 10.20(f) above, the obligations referred to in Section 10.20(f) above shall be binding upon Landlord upon such termination or assignment of this Lease and (iii) in case of any other conflict or inconsistency between the final sentence of Section 10.11(c) above and the terms of the Recognition Agreement, the provisions of the final sentence of Section 10.11(c) above shall prevail.
Section 10.21    Transactions with Other Building Tenants. Notwithstanding the provisions of any other lease of space in the Building, Landlord shall not (a) withhold Landlord’s consent to a proposed assignment or subletting to Tenant by any other tenant of the Building for any reason, including that Tenant is an occupant of the Building or that Landlord has been negotiating with Tenant to lease space in the Building to Tenant or (b) if such other tenant proposes to sublease or assign to Tenant, exercise any recapture or comparable right that Landlord may have pursuant to such other tenant’s lease, unless in each case (and without exercising such recapture or comparable right) Landlord or an Affiliate of Landlord then either has or, based on then scheduled lease expirations, anticipates having no later than 4 months after the proposed commencement date of such proposed assignment or sublease, comparable space available for lease in the Building which, in either case, Landlord or such Affiliate of Landlord is then willing to make available to Tenant for a comparable term (which space must be contiguous to the Premises to the extent that the proposed assignment or subletting space is contiguous to the Premises).
Article 11

COMPLIANCE WITH LAWS
Section 11.01    Tenant Compliance Required. (a)  Tenant shall give prompt notice to Landlord of any notice it receives of the violation of any Legal Requirements with respect to the Premises or the use or occupancy thereof together with a copy of such notice.
(b)    Tenant shall, at Tenant’s expense, comply with all federal, state and local laws, orders, ordinances, directions, rules, regulations and requirements of any Governmental Authority, now or hereinafter in force (collectively, “Legal Requirements”), in respect of the Premises, any Alterations made by, or at Tenant’s request, outside of the Premises, or the abatement of any nuisance in, on or about the Premises, provided that to the extent such Legal Requirements necessitate structural Alterations, then, except as otherwise provided herein, Tenant shall only be required to make such structural Alterations in order to comply therewith if such Legal Requirements arise from (i) the particular manner of use or occupancy of the Premises (as distinguished from the

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mere use and occupancy of the Premises for general and executive office use), (ii) the manner of conduct of Tenant’s business or the alteration or operation of Tenant’s installations, equipment or other property therein, (iii) the use of the Premises for any use other than general and executive office use, (iv) any cause or condition created by or at the instance of Tenant, including any Alterations made in or to the Premises, (v) the use or manner of use by Tenant of any area outside the Premises and/or any Alterations made by or at the instance of Tenant to any area outside the Premises, or (vi) a breach of any of Tenant’s obligations hereunder (including any breach resulting from, arising out of, or in connection with any use or occupancy of the Premises prohibited under this Lease). Notwithstanding the foregoing, (I) Tenant shall comply with all Legal Requirements (even if such compliance requires structural Alterations) including the federal Americans With Disabilities Act of 1990, as amended and the regulations promulgated thereunder (collectively, the “ADA”) with respect to (x) all restrooms on any floor of the Building where all of the rentable area on such floor is part of the Premises (whether or not any such restroom is existing as of the date of this Lease and whether or not Tenant has retrofitted or altered same), and (y) on multi-tenanted floors, areas in or at the entranceways exclusively to or within the Premises, including those relating to any “paths of travel” to the public corridor and the core restrooms (but specifically excluding such public corridor and core restrooms), (but, notwithstanding the provisions of clause (II) below, Tenant shall not be required to perform any other work outside of the Premises to comply with ADA or local laws of similar import except as set forth in this clause (y)), and (II) Tenant shall make (or, as hereinafter provided, cause to be made), at Tenant’s expense, all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen and unforeseen, necessary to comply with all Legal Requirements (including Local Law No. 5 of 1973, as then in force), the need for which arises out of (i) the performance or existence of any Leasehold Improvements made by or on behalf of Tenant, (ii) the installation, use or operation of Tenant’s Property in the Premises, (iii) the moving of Tenant’s Property in or out of the Building, or (iv) any act, omission (where there is a duty to act), misuse or neglect of Tenant or any Subtenant or its or their employees, agents, contractors, licensees or invitees. If any compliance required hereunder by Tenant with Legal Requirements would affect in any way any Building Systems or the structure of the Building, such work must be performed exclusively by the contractor designated by Landlord, at Tenant’s expense; provided such contractor charges competitive market rates. Tenant shall pay all costs, expenses, fines, penalties and damages that may be imposed upon Landlord or the holder of any other Superior Interest by reason of or arising out of Tenant’s failure to fully and promptly comply with and observe the provisions of this Section 11.01. Tenant shall pay, after demand therefor, any fines, penalties or other amounts owed by Landlord or any Superior Party to the Fire Department of New York or to others resulting from alarms or violations or corrections to the fire safety system originating in the Premises or resulting from Tenant’s negligence or willful misconduct.
(c)    Tenant, at its expense, after notice to Landlord, may contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability, of any Legal Requirements; provided, that (i) neither Landlord nor Ground Lessor shall be subject to criminal penalty or to prosecution for a crime, or any other fine or charge, nor shall the Real Property or any part thereof, be subject to being condemned, forfeited or vacated, nor shall the Real Property, or any part thereof, be subjected to any lien (unless Tenant shall remove such lien by bonding or otherwise) or encumbrance, by reason of non-compliance or otherwise by reason of such contest; (ii) unless Tenant then satisfies the Net Worth Test, before the commencement of such contest,

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Tenant shall furnish to Landlord a cash deposit or other security in amount, form and substance reasonably satisfactory to Landlord, (iii) Tenant shall indemnify Landlord against the cost thereof and against all liability for damages, interest, penalties and expenses (including attorneys’ fees and expenses), resulting from or incurred in connection with such contest or non-compliance; (iv) such non-compliance or contest shall not constitute or result in any violation of any Superior Lease or Superior Mortgage, or if any such Superior Lease and/or Superior Mortgage shall permit such non-compliance or contest on condition of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant; (v) such non-compliance or contest shall not prevent Landlord from obtaining any and all permits and licenses in connection with the operation of the Building; and (vi) Tenant shall keep Landlord advised as to the status of such proceedings. Without limiting the application of the above, Landlord or Ground Lessor, as applicable, shall be deemed subject to criminal penalty and prosecution for a crime and subject to a fine or charge if Landlord, Ground Lessor, the Property Manager, the Building manager, or the Site Manager, or any officer, director, member, partner, shareholder or employee of Landlord, Ground Lessor, the Property Manager, or the Building manager, as an individual, is charged with a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord, Ground Lessor, the Property Manager, the Building manager, or the Site Manager, or such officer, director, member, partner, shareholder or employee (as the case may be) is required to plead or answer thereto.
Section 11.02    Landlord Compliance Required. Except insofar as Tenant is expressly made responsible under this Lease for compliance with the same Legal Requirements, Landlord will comply with all Legal Requirements affecting the Premises, the public areas of the Building, the base Building structure or the Building Systems, or any portions thereof, to the extent that noncompliance with such Legal Requirements would adversely affect (except to a de minimis extent) Tenant’s use of the Premises for Tenant’s permitted use under Section 6.01 of this Lease or the performance of the Initial Tenant Work or Tenant’s ability to obtain permits and licenses for Alterations. In addition, notwithstanding anything contained in Section 11.01(b) to the contrary, Landlord shall deliver the Above-Grade Premises to Tenant on the Commencement Date with the destination dispatch pads in the elevator lobbies in compliance with the ADA.
Section 11.03    No Discrimination. (a)  Tenant covenants and agrees that in its use, operation or occupancy of the Premises and employment and conditions of employment in connection therewith, or in its subleasing of the Premises or any part thereof or assignment of its interest in this Lease, or in connection with the maintenance, repair or alteration of the Premises (i) it shall not discriminate or permit discrimination against any Person by reason of race, creed, color, religion, national origin, ancestry, sex, age, disability or marital status, and (ii) it shall comply with all applicable Legal Requirements prohibiting such discrimination or pertaining to equal employment opportunities.
(b)    Tenant shall be bound by and shall include the following paragraphs (i) through (v) of this Section 11.03(b) in all construction agreements, agreements for the purchase of goods and services and any other agreements relating to the operation of the Premises, in such a manner that these provisions shall be binding upon the parties with whom such agreements are

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entered into (any party being bound by such provisions shall be referred to in this Section 11.03 as “Contractor”):
(i)    Contractor shall not discriminate against employees or applicants for employment because of race, creed, color, religion, national origin, ancestry, sex, age, disability or marital status, shall comply with all applicable federal, state or local laws, ordinances, rules and regulations from time to time in effect prohibiting such discrimination or pertaining to equal employment opportunities and shall undertake programs of affirmative action to ensure that employees and applicants for employment are afforded equal employment opportunities without discrimination. Such action shall be taken with reference to, but not limited to, recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff or termination, rates of pay or other forms of compensation, and selection for training or retraining, including apprenticeship and on-the-job training.
(ii)    Contractor shall request each employment agency, labor union and authorized representative of workers with which it has a collective bargaining or other agreement or understanding, to furnish it with a written statement that such employment agency, labor union or representative will not discriminate because of race, creed, color, religion, national origin, ancestry, sex, age, disability or marital status and that such agency, union or representative will cooperate in the implementation of Contractor’s obligations hereunder.
(iii)    Contractor shall state in all solicitations or advertisements for employees placed by or on behalf of Contractor that all qualified applicants shall be afforded equal employment opportunities without discrimination because of race, creed, color, religion, national origin, ancestry, sex, age, disability or marital status.
(iv)    Contractor shall comply with all of the provisions of the Civil Rights Law of the State of New York and Sections 291-299 of the Executive Law of the State of New York, shall upon reasonable notice furnish all information and reports deemed necessary by Landlord and shall permit access to its relevant books, records and accounts for the purpose of monitoring compliance with the Civil Rights Law and such sections of the Executive Law.
(v)    Contractor shall include in all agreements with subcontractors the foregoing provisions of paragraphs (i) through (iv) in such a manner that such provisions shall be binding upon the subcontractor and enforceable by Contractor, Tenant and Landlord. Contractor shall take such action as may be necessary to enforce the foregoing provisions. Contractor shall promptly notify Tenant and Landlord of any litigation commenced by or against it arising out of the application or enforcement of these provisions, and Tenant and Landlord may intervene in any such litigation.
(c)    Notwithstanding the provisions of Article 20, but without limitation of Tenant’s obligations under Article 26, if Tenant fails or refuses to comply with its obligations under this Section 11.03, Landlord’s sole remedy shall be to apply to a court of competent jurisdiction for such equitable relief as may be available to secure the performance thereof by Tenant or to take such other action as may be provided by law. This Section 11.03 will also run to the benefit of Ground Lessor, subject to the limitation of remedies contained in Section 40.03 of the Ground Lease.

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(d)    If Article 40 of the Ground Lease is modified, then Landlord and Tenant shall amend this Lease to conform this Section 11.03 to such modification, provided that such modification does not increase Landlord’s or Tenant’s obligations or liabilities hereunder or otherwise adversely affect Landlord or Tenant.
Section 11.04    Hazardous Substances. (a) Tenant shall not install or permit any Hazardous Materials (as hereinafter defined) to be used, placed or stored in or about the Premises in violation of any Legal Requirements. Except to the extent caused by the negligence or willful misconduct of Landlord, Tenant shall indemnify and hold Landlord harmless from and against any claims, demands, losses, liabilities, penalties and damages arising out of, or in any way connected with the installation, placement, storage, use or release of Hazardous Materials installed, placed, stored, used or released by Tenant, Tenant’s employees, contractors or agents in violation of any Legal Requirements. If Tenant or its employees, contractors or agents install, use, release, store or place Hazardous Materials in or about the Premises, Tenant shall be obligated to remove and dispose of such Hazardous Materials in compliance with all Legal Requirements. This covenant shall survive the expiration or earlier termination of this Lease. As used herein, the term “Hazardous Materials” shall mean any petroleum product, asbestos product or containing material, or any other material, substance or waste that is now, or hereafter during the Term, recognized as being hazardous or dangerous to health or the environment by any federal, state or local agency having jurisdiction over the Building.
(b)    If at any time during the Term there shall be discovered in the Premises any Hazardous Materials that were not introduced by Tenant or any of Tenant’s employees, contractors, agents, licensees, invitees or agents, and which are required by Legal Requirements in effect as of the Commencement Date to be removed or remediated, then Landlord, at Landlord’s expense, shall promptly remove or remediate any such Hazardous Materials.
Article 12

INSURANCE
Section 12.01    Compliance with Requirements. Tenant shall not violate, or permit the violation of, any Insurance Requirements, and shall not do, or permit anything to be done, or keep or permit anything to be kept in, on or about the Premises which would subject Landlord, Ground Lessor or any other Superior Party to any liability or responsibility for personal injury or death or property damage, or which would result in Landlord’s insurers refusing to insure the Real Property in amounts required by this Lease or such greater amounts as may reasonably be desired by Landlord, or which might result in the cancellation of, or the assertion of any defense by the insurer in whole or in part to claims under any policy of insurance in respect of the Real Property.
Section 12.02    Obligation to Reimburse. If, by reason of Tenant’s failure to comply with the provisions of Section 12.01, the premiums on Landlord’s insurance on the Real Property or any portion thereof shall be higher than they otherwise would be, or Landlord’s insurers reduce the insurance coverage provided on the Real Property or any portion thereof and Landlord must obtain additional insurance, then Tenant shall reimburse Landlord within 30 days, after demand, for any

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such premiums attributable to such failure on the part of Tenant, provided Landlord shall provide Tenant with documentation reasonably evidencing Tenant’s cause of such increase.
Section 12.03    Tenant’s Insurance. (a) Tenant, at its expense, shall maintain at all times during the Term Commercial General Liability insurance, including a contractual liability endorsement and personal injury liability coverage, in respect of the Premises and the conduct or operation of business therein, with Landlord, the Property Manager, Ground Lessor, Superior Mortgagee and any other holder of a Superior Instrument to the extent such entity’s name and address shall previously have been furnished to Tenant, as additional insureds, with limits of not less than $5,000,000.00 per occurrence for bodily injury and property damage. Tenant shall also maintain (i) “all risk” property insurance (including coverage for terrorism to the extent commercially available) covering all present and future Leasehold Improvements and Tenant’s Property to a limit of not less than the full replacement value thereof, (ii) business interruption insurance for a minimum period of 12 months or such greater amount that will reimburse Tenant for direct and indirect loss of earnings and extra expense attributable to all perils insured against in this Section 12.03 or other perils commonly insured against by prudent tenants or attributable to prevention of access to the Premises or the Building as a result of any of such perils, (iii) comprehensive equipment breakdown insurance (without exclusion for explosion), covering all mechanical, electrical and other equipment belonging to Tenant against physical damage from all perils insured against in this Section 12.03, (iv) Workers Compensation insurance in accordance with the laws of the State of New York and (v) Business Automobile Liability insurance coverage with limits of not less than $2,000,000 combined single limit coverage against bodily injury liability and property damage liability arising out of the use by or on behalf of Tenant, its agents and employees in connection with this Lease, of any motor vehicle owned or leased by Tenant. Tenant shall deliver to Landlord and any other additional insured such certificates of insurance, issued by the insurer, in form reasonably satisfactory to Landlord, on or before the Commencement Date (or, if earlier, the date on which Tenant takes possession of any portion of the Premises). The “All Risk” property insurance policies required to be carried by Tenant, and any certificates evidencing such policies, shall provide that the proceeds under such policies in respect of Leasehold Improvements shall be payable to Landlord, Tenant and if required under the Ground Lease, the Ground Lessor, as their interests may appear. Tenant and Landlord shall execute and deliver to the other party, such proofs of loss and other instruments which may be reasonably required to recover any such insurance proceeds. Tenant shall procure and pay for renewals of such insurance from time to time before the expiration thereof, and Tenant shall deliver to Landlord and any other additional insured a certificate thereof issued by the insurer within ten (10) days after the expiration of any existing policy. All such policies shall be issued by licensed companies of recognized responsibility rated by Best’s Insurance Reports or any successor publication of comparable standing at A-/VIII or better or the then equivalent of such rating, and shall contain a provision whereby the same cannot be canceled or modified in a material respect unless the insurer shall endeavor to provide Landlord and any other additional insured at least 30 days prior written notice of such cancellation or modification. The limits of liability required herein may be provided by a single policy of insurance or by a combination of primary and umbrella policies, but in no event shall the total limits of liability available for any one occurrence or accident be less than those required herein. Tenant’s policies of insurance may be maintained under “blanket policies” insuring the Premises and other property or locations of Tenant; provided, that such blanket policies shall (x) set forth the amount of the

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insurance applicable to the Premises, (y) otherwise comply with the provisions of this Article 12, and (z) afford the same protection to Landlord and any other additional insured as would be provided by policies individually applicable to the Premises. All insurance policies required to be maintained pursuant to this Section 12.03 shall not contain any exclusions for acts of terrorism or similar events to the extent such coverage is commercially available. In addition to the other requirements set forth in this Lease, the insurance required to be carried by Tenant under this Lease shall be primary insurance for all claims under it and shall provide that any insurance carried by Landlord, the Property Manager, and the holder of any Superior Interest is strictly excess, secondary and non-contributing with any insurance carried by Tenant. Tenant may maintain such deductibles under its insurance policies as Tenant may determine, in Tenant’s judgment, to be reasonable under the circumstances, taking into account Tenant’s net worth, the risks to be insured and any other relevant factors, provided that in no event shall any policy of insurance maintained by Tenant pursuant to this Section 12.03 have a deductible greater than $5,000,000.00, Subject to CPI Adjustment on the 10th anniversary of the Commencement Date (except with respect to flood insurance, which shall not have a deductible exceeding the greater of (A) $5,000,000.00, Subject to CPI Adjustment on each anniversary of the Commencement Date and (B) 5% of Tenant’s insurable value of the Leasehold Improvements and Tenant’s Property).
(b)    Anything to the contrary contained in this Article 12 notwithstanding, provided that (i) the same is permitted under applicable Legal Requirements, the provisions of all Superior Mortgages and the provisions of the Ground Lease, (ii) the Tenant under this Lease shall be a BNYM Tenant, (iii) Tenant shall have a net worth of not less than Two Billion and 00/100 Dollars ($2,000,000,000) and (iv) Tenant shall maintain appropriate reserves in connection with such self-insurance as part of a regularly maintained insurance and risk management program, Tenant shall have the right to act as a self-insurer with respect to any loss resulting from risks that would have been covered under the commercial general liability insurance required to be maintained by Tenant under this Lease. If any of the conditions in clauses (i) through (iv) above shall no longer be satisfied, then Tenant's right to self-insure under this Section 12.03(b) shall terminate (and Tenant shall notify Landlord of such failure to satisfy such conditions promptly after Tenant becoming aware thereof and in all events within 30 days), and Tenant shall thereafter comply, promptly and fully, with all other applicable provisions of this Article 12. If Tenant elects to self-insure in accordance with the provisions of this Section 12.03(b), then Tenant shall be liable to Landlord for the full equivalent of unconditional and unqualified insurance coverage that would have been available to Landlord if the applicable insurance policy had been obtained by Tenant from a third-party insurer, in full compliance with the provisions of this Article 12, and shall pay on behalf of or indemnify Landlord against (as appropriate) all amounts that would have been payable by the hypothetical third-party insurer had Landlord been named as an additional insured under any insurance policy involved, with no deductible amount applicable to such policy. For so long as Tenant is self-insuring under this Section 12.03(b) and Tenant’s financial statements are not publicly available, Tenant, within 120 days after the end of each fiscal year of Tenant shall deliver to Landlord a copy of Tenant's annual financial statements for the fiscal year then ended, which shall include a balance sheet as of the end of such fiscal year, or if such financial statements are not available, such other reasonable evidence of the same (which, unless the same are already in the public domain, Landlord shall keep confidential except as required by law).

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Section 12.04    Waiver of Subrogation. Each party agrees to have included in each of its insurance policies (insuring the Building and Landlord’s property therein in the case of Landlord and insuring Leasehold Improvements and Tenant’s Property, in the case of Tenant, against loss, damage or destruction by fire or other casualty) a waiver of the insurer’s right of subrogation against the other party during the term of this Lease or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if prior to the casualty the insured party waives the right of recovery against any party responsible for a casualty covered by the policy or (b) any other form of permission for the release of the other party. Landlord hereby releases Tenant with respect to any claim (including a claim for negligence) which Landlord might otherwise have against Tenant for loss, damage or destruction with respect to Landlord’s property and the Building occurring during the Term to the extent to which Landlord is insured under a policy or policies covering loss or damage to such property meeting the requirements of the preceding sentence as to waiver of subrogation or release and the requirements of Section 12.07 (or would be insured if Landlord carried policies meeting the requirements thereof, regardless of whether or not Landlord is so insured). Tenant hereby releases Landlord with respect to any claim (including a claim for negligence) which Tenant might otherwise have against Landlord for loss, damage or destruction with respect to Leasehold Improvements and Tenant’s Property occurring during the Term to the extent to which Tenant is insured under a policy or policies covering loss or damage to such property meeting the requirements of the first sentence of this Section 12.04 as to waiver of subrogation or release and the requirements of Section 12.03 (or would be insured if Tenant carried policies meeting the requirements thereof, regardless of whether or not Tenant is so insured). If notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction of its property, the other party is liable to the first party with respect thereto or is obligated under this Lease to make replacement, repair or restoration or payment therefor, then, provided the first party’s right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the net proceeds of the first party’s insurance against such loss, damage or destruction shall be offset against the second party’s liability to the first party therefor, or shall be made available to the second party to pay for replacement, repair or restoration, as the case may be. Such waiver, agreement or permission obtained by Tenant shall extend to Landlord’s agents and employees, Ground Lessor, Superior Mortgagee or any other Superior Party.
Section 12.05    Increases in Coverage. Landlord may from time to time, but not more frequently than once in any 3 year period, require that the amount of the Commercial General Liability insurance to be maintained by Tenant under Section 12.03 be increased to amounts then customarily required of tenants by landlords of comparable properties. If Tenant shall claim that Landlord’s requirement is excessive, the dispute shall be determined by expedited arbitration as provided in Article 21. Tenant shall, thereafter, carry the insurance determined by such arbitration to be required, but in no event shall the amount of such commercial general liability insurance be less than the amount specified in Section 12.03.
Section 12.06    Depositary and Proceeds. (a)  If required by the Ground Lessor, the proceeds under all policies required by any provision of this Lease insuring against damage to Leasehold Improvements by fire or other casualty shall be payable to the Depositary and, if not so required, such proceeds shall be payable directly to Landlord, which shall hold the same pending application

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to the restoration of the Premises or, if this Lease shall have terminated or expired, Landlord may retain the same.
(b)    As used herein, “Depositary” shall mean the entity designated by Landlord from time to time to act as the Depositary hereunder. Any entity designated to act as Depositary shall be an entity that is not an Affiliate of Landlord and is (i) a bank, national banking association, savings and loan association or trust company having offices in the Borough of Manhattan, City of New York, State of New York, with a capital and surplus of not less than $500,000,000.00 throughout the period during which its acts as Depositary or (ii) a merchant bank, investment banking or credit corporation, charitable foundation, insurance company or pension and/or annuity company having net assets of not less than $500,000,000.00 throughout the period during which it acts as Depositary.
Section 12.07    Landlord’s Insurance. The Building shall be insured by Landlord in accordance with the requirements of the Ground Lease and the Superior Mortgage. If the Ground Lease shall terminate or to the extent insurance is not required pursuant to the Ground Lease and the Superior Mortgage, any successor Landlord shall carry all-risk property insurance in the full replacement value of the Building and Commercial General Liability insurance in reasonable amounts as would be carried by prudent landlords in first class buildings in downtown Manhattan.
Article 13

RULES AND REGULATIONS
Section 13.01    Compliance with Rules. Tenant shall faithfully observe and comply with, and shall cause its employees, agents, invitees and licensees, to faithfully observe and comply with, the rules and regulations annexed hereto as Exhibit C, and such modifications and additions thereto as Landlord at any time and from time to time may make and communicate to Tenant in writing which in Landlord’s reasonable judgment shall not increase in more than a de minimis respect Tenant’s monetary obligations hereunder or adversely affect, except to a de minimis extent, Tenant’s rights hereunder or unreasonably interfere with Tenant’s use of the Premises, and which, in Landlord’s reasonable judgment, shall be necessary or appropriate for the reputation, protection, safety, care or appearance of the Premises or the Project, or portions thereof, or areas adjacent thereto, or the preservation of good order therein, or the operation or maintenance of the Premises or the Project, or portions thereof, or the equipment and fixtures thereon or servicing the same (such rules and regulations, as modified or added to from time to time, the “Rules and Regulations”); provided, that in case of any conflict or inconsistency between the provisions of this Lease and any of the Rules and Regulations hereafter adopted, the provisions of this Lease shall control.
Section 13.02    Enforcement of Rules and Regulations. Except as set forth in Section 9.01(b) above, nothing contained in this Lease shall be construed to impose upon Landlord any duty or obligation to enforce the Rules and Regulations against any other tenant or any employee, agent, invitee or licensee of any other tenant, and Landlord shall not be liable to Tenant for violation of the Rules and Regulations by any other tenant or its employees, agents, invitees or licensees, and Landlord shall not enforce the Rules and Regulations against Tenant in a manner that is less favorable to Tenant than Landlord’s enforcement generally against the other office tenants of the Building.

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Article 14

ALTERATIONS; DISCHARGE OF LIENS
Section 14.01    Alterations by Tenant. (a)  Tenant shall not make, or cause to be made, alterations, additions, improvements, installations or changes (“Alterations”) in or to the Premises or any other portion of the Real Property, except as expressly permitted and allowed pursuant to the provisions hereinafter provided. The term “Alterations” includes the Initial Tenant Work. Provided no Event of Default shall exist, Landlord shall not unreasonably withhold or condition its approval to any Alteration that is not a Material Alteration. “Material Alteration” means an Alteration that (i) is not limited to the interior of the Premises or which affects the exterior (including the appearance) of the Building, (ii) adversely affects (other than to a de minimis extent) the structural components of the Building or involves core drilling (other than for any conduit permitted hereby), (iii) adversely affects (other than to a de minimis extent) the proper functioning of any of the Building Systems or (iv) violates any Legal Requirements or any Insurance Requirements. Tenant may perform Decorative Alterations and Non-Material Alterations without Landlord’s prior approval, provided Tenant gives Landlord at least 10 Business Days prior notice of the performance of such Decorative Alterations and Non-Material Alterations; provided, however, that, notwithstanding the foregoing, no notice shall be required for regularly scheduled ongoing painting and carpeting maintenance performed by Tenant within the Premises. All Decorative Alterations and Non-Material Alterations shall be made and performed in accordance with all of the applicable terms, covenants and conditions of this Lease (including the provisions of this Article 14). “Decorative Alterations” means Alterations consisting solely of ordinary painting, carpeting, wall coverings, decorative lighting installations and similar ordinary decorative work not requiring a building or alteration permit from any Governmental Authority. “Non-Material Alterations” means Alterations other than Decorative Alterations that (1) do not constitute Material Alterations and (2) do not require a building or alteration permit from any Governmental Authority. As part of the Initial Tenant Work or at any time after the completion thereof, Tenant may, at its sole cost and expense and subject to the terms of this Article 14 (including, without limitation, the requirement that Tenant obtain Landlord’s approval of any plans and specifications relating thereto in accordance with the provisions of this Article 14), (x) create openings for internal staircases or dumbwaiters between contiguous floors of the Premises, and (y) create openings between floors of the Premises for the purposes of installing conduit and cabling. Subject to the terms of Article 6 and this Article 14, Landlord hereby approves, on a conceptual basis, Tenant’s performance of the Conceptual Alterations. Tenant shall not perform the Conceptual Alterations without Landlord’s prior approval of final and complete plans and specifications for the same as provided for in this Article 14, it being understood, however, that Landlord, in approving or disapproving such final and complete plans and specifications, shall not have the right to disapprove the same on the basis of the nature of such Conceptual Alterations, as opposed to the details thereof (e.g., materials, size, location, method of installation, power requirements, etc.). “Conceptual Alterations” shall mean Tenant’s installation of (A) valved connections between the two (2) chilled water systems serving the Premises, (B) floor reinforcement for Tenant’s UPS installed on the 20th Floor and (C) pins to close the elevator doors and sheetrock over the elevator door openings for the “A” elevator bank on the 17th Floor.

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(b)    Tenant, in connection with any Alterations, shall comply with the Alterations Rules and Regulations set forth as Exhibit D annexed hereto; provided, that in case of any conflict or inconsistency between such Alterations Rules and Regulations and the other provisions of this Lease such other provisions of this Lease shall prevail. Except with respect to Decorative Alterations and Non-Material Alterations, no Alterations shall be undertaken by Tenant, and Landlord shall not be required to consider approving any Alterations, until (and to the extent required given the nature of the Alteration) Tenant has caused to be prepared and delivered to Landlord, for Landlord’s prior written approval, complete, detailed working plans and specifications for such Alterations prepared, dated, signed and stamped by a professional architect and engineer licensed to practice in the State of New York showing, among other things, all architectural, electrical, mechanical, plumbing and other installations required to construct and finish such Alterations, which shall be in sufficient form and content and contain sufficient detail to (i) secure all required governmental permits and approvals, (ii) determine whether all such Alterations comply with all Legal Requirements, (iii) permit a contractor to perform the work shown thereon, and (iv) determine the effect such Alterations shall have on the structural components of the Building and the Building Systems. Except with respect to Decorative Alterations and Non-Material Alterations, Tenant shall not proceed with any Alterations unless and until Landlord approves Tenant’s plans and specifications therefor (which approval shall not be unreasonably withheld or conditioned with respect to any plans and specifications for any Alterations). If Landlord fails to respond to Tenant’s request for Landlord’s approval to any plans and specifications with respect to which Landlord agreed not to unreasonably withhold or condition Landlord’s consent, within 10 Business Days of Landlord’s receipt of such request, then provided such request had included such plans and specifications (it being agreed that, in the case of any submission of revised plans in response to Landlord’s earlier comments the aforesaid 10 Business Day period shall be reduced to 5 Business Days) and Tenant gives Landlord a second request (“Tenant’s Second Alterations Request”) for such approval and, provided Tenant’s Second Alterations Request states in bold capital letters: “IF LANDLORD FAILS TO RESPOND TO THIS REQUEST FOR APPROVAL OF THE PREVIOUSLY SUBMITTED PLANS AND SPECIFICATIONS WITHIN 5 BUSINESS DAYS FOLLOWING LANDLORD’S RECEIPT OF THIS REQUEST, THEN LANDLORD’S APPROVAL THEREOF SHALL BE DEEMED GRANTED IN ACCORDANCE WITH SECTION 14.01(b) OF THE LEASE”, and Landlord fails to respond to Tenant’s Second Alterations Request within 5 Business Days following Landlord’s receipt of Tenant’s Second Alterations Request then, in such event, Landlord’s approval of the Alterations shown on such plans and specifications shall be deemed to have been given as Tenant’s sole and exclusive remedy for Landlord’s failure to respond to Tenant’s request for Landlord’s approval of such plans and specifications.
(c)    Landlord shall not assess any fee or charge for Landlord’s consent or for Landlord’s review or approval of Tenant’s Alterations or related plans and specifications or other submissions; provided, that with respect to Alterations other than the Initial Tenant Work, Tenant shall pay to Landlord, within 30 days after demand, Landlord’s actual and reasonable costs and expenses of any third-party architect or engineer engaged by Landlord for the purpose of reviewing plans and specifications and inspecting the progress of the performance of the Alterations.
(d)    Subject to the last sentence of this Section 14.01(d), before proceeding with any Alterations that will cost more than $1,000,000.00, Subject to CPI Adjustment on each

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anniversary of the Commencement Date (when aggregated with the cost of all Alterations that are part of the same project, but exclusive of the costs of Decorative Alterations and items constituting Tenant’s Property), as estimated by a reputable contractor designated by Landlord, Tenant shall furnish to Landlord one of the following (as selected by Landlord): (i) a cash deposit, (ii) a performance bond and a labor and materials payment bond (issued by a corporate surety licensed to do business in New York reasonably satisfactory to Landlord) or (iii) an irrevocable, unconditional, negotiable letter of credit upon presentation of a sight draft only, issued by a bank and in a form satisfactory to Landlord; each to be equal to 125% of the cost of the Alterations, estimated as set forth above. Any such letter of credit shall be for one year and shall be renewed by Tenant each and every year until the Alterations in question are completed and shall be delivered to Landlord not less than 30 days prior to the expiration of the then current letter of credit, failing which Landlord may present the then current letter of credit for payment. Upon (A) the completion of the Alterations in accordance with the terms of this Section 14.01 and (B) the submission to Landlord of (x) proof evidencing the payment in full for said Alterations, (y) written unconditional lien waivers of mechanics’ liens and other liens on the Real Property from all Lienable Contractors performing said Alterations (provided, that if one or more such lien waivers in respect of work costing not more than $25,000.00 with respect to any one Lienable Contractor are not available, Tenant may instead provide a certificate that the amount in question has been paid but that the applicable Lienable Contractor has failed or refused to provide a lien waiver) and (z) all submissions required pursuant to Section B(4) of Exhibit D, the security deposited with Landlord (or the balance of the proceeds thereof, if Landlord has drawn on the same) shall be returned to Tenant. Upon Tenant’s failure properly to perform, complete and fully pay for any Alterations, as determined by Landlord in its reasonable discretion, Landlord may, upon notice to Tenant, draw on the security deposited under this Section 14.01(d) to the extent Landlord deems necessary in connection with said Alterations, the restoration and/or protection of the Premises or the Real Property and the payment of any costs, damages or expenses resulting therefrom. Notwithstanding the foregoing, the provisions of this Section 14.01(d) shall not apply (even if the Alterations in question are being performed by a Subtenant of Tenant) so long as (I) Tenant is a BNYM Tenant or (II) Tenant is other than a BNYM Tenant and satisfies the Net Worth Test. “BNYM Tenant” means (1) The Bank of New York Mellon, (2) any direct or indirect Successor Entity of The Bank of New York Mellon or (3) any Affiliate of an entity described in clause (1) or clause (2).
(e)    During the Term, Tenant shall keep for at least 5 years records of Alterations (other than Decorative Alterations) which either require filing with the New York City Department of Buildings (“DOB”) or which cost in excess of $750,000.00, including plans and specifications, copies of contracts, invoices, evidence of payment and all other records customarily maintained in the real estate business relating to Alterations and the cost thereof and shall, within 30 days after demand by Landlord, furnish to Landlord copies of such records.
(f)    Tenant, at Tenant’s expense, shall obtain and deliver to Landlord all necessary governmental permits and certificates for the commencement and prosecution of Alterations and for final approval thereof upon completion, and shall cause Alterations to be performed in compliance therewith and with all applicable Legal Requirements and Landlord, upon Tenant’s request and at no out-of-pocket cost to Landlord, shall use commercially reasonable efforts to assist Tenant in obtaining such permits and certificates and effecting such compliance. No Alterations

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shall be commenced or prosecuted until all permits and certificates required for such commencement or prosecution have been obtained by Tenant and delivered to Landlord. Landlord shall, notwithstanding the status of its review or approval of any plans or specifications required to be approved by Landlord hereunder, execute any and all applications for such governmental permits and certificates reasonably requested by Tenant within 5 Business Days after presentation to Landlord by Tenant (but the execution thereof by Landlord shall not be deemed to constitute Landlord’s approval of the Alteration in question).
(g)    Alterations shall be diligently performed in a good and workmanlike manner, using first-class materials and equipment consistent with the quality of the Building. Except as set forth below, Alterations shall be performed by Tenant’s contractors approved in writing in advance by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed provided Tenant agrees that it shall employ only contractors and subcontractors affiliated with the local unions listed on Exhibit S annexed hereto for any and all construction work, including, without limitation, all Alterations performed by or on behalf of Tenant in the Building), and the plans and specifications therefor shall be prepared by engineers or architects first approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed) and Tenant shall only use an expediter approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed) with respect to any filings with, or other submissions to, applicable governmental authorities in connection with any Alterations. Landlord hereby approves William Vitacco Associates Ltd. or Milrose Consultants Inc., as Tenant’s expediter with respect to any filings with, or other submissions to, applicable governmental authorities in connection with the Initial Tenant Work. Landlord hereby approves the contractors (each a “Pre-Approved Contractor”) set forth on Exhibit N annexed hereto (the “Approved Contractors List”) in connection with the performance of Alterations. Landlord may remove any Pre-Approved Contractor from the Approved Contractors List if Landlord notifies Tenant of such removal before Tenant has entered into a contract for Alterations with the applicable Pre-Approved Contractor; provided, however, that Landlord has a reasonable cause for such removal. Tenant may add contractors to the Approved Contractors List with Landlord’s consent, which consent shall not be unreasonably withheld, conditioned or delayed, and any such added contractors shall be deemed “Pre-Approved Contractors”. Notwithstanding the foregoing, if Alterations affect any Building Systems outside (i.e., outside of the Premises) of such system’s stubbed entrance to the Premises, or affect the structural portions of the Building (other than core drills or slab cuts for internal staircases or dumbwaiters) or constitute final tie-ins (and, if applicable, programming) to the fire and life safety systems of the Building and/or the building management system of the Building, then in each such case such work shall be performed exclusively by the contractor designated by Landlord therefor; provided, such contractor charges competitive market rates. All electrical work performed in connection with any of Tenant’s Alterations shall be performed by a New York State licensed electrician.
(h)    Throughout the performance of Alterations, Tenant, at Tenant’s expense, shall carry, or cause its contractors to carry (notwithstanding anything to the contrary in the Alterations Rules and Regulations set forth as Exhibit D), (x) Workers’ Compensation insurance in statutory limits, (y) Commercial General Liability insurance (with completed operations endorsement) for any occurrence in or about the Premises with coverage of not less than $2,000,000.00 for each occurrence and (z) Builder’s Risk insurance (on a completed value basis),

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in such limits as Landlord may reasonably require, with insurers reasonably satisfactory to Landlord. In addition to Tenant, (i) the Commercial General Liability insurance referred to in this Section 14.01(h) shall name as additional insured, Landlord, and if required by the Ground Lease, Ground Lessor and (ii) the Builder’s Risk insurance referred to in this Section 14.01(h) shall name as loss payee, as their interest may appear, Landlord, and if required by the Ground Lease, Ground Lessor. In addition, the Commercial General Liability insurance referred to in this Section 14.01(h) shall name, as an additional insured, the Property Manager. The insurance required to be carried pursuant to this Section 14.01(h) shall be primary insurance for all claims under it and shall provide that any insurance carried by Landlord and the Property Manager is strictly excess, secondary and non-contributing with the insurance required to be carried under this Section 14.01(h), except to the extent a claim thereunder results from the negligent acts or omissions of Landlord or the Property Manager. At or before the commencement of Alterations and, on request, at reasonable intervals thereafter during the continuance of Alterations, Tenant shall furnish Landlord with certificates of insurance evidencing that such insurance is in effect. Notwithstanding anything contained in this Lease to the contrary, Tenant shall not be required to cause Tenant’s vendors at the Premises to obtain, and such vendors shall not be required to obtain, insurance satisfying the requirements of this Lease if such vendors are not performing any Alterations and Tenant’s insurance would cover any bodily injury and/or property damage caused by such vendors to the extent set forth in Section 12.03.
(i)    Landlord’s review of, inspection of, consent to or approval of any Alterations and/or the plans and specifications for any Alterations is solely for Landlord’s benefit and shall not be construed to be, and shall not be, a representation, warranty or agreement by Landlord that the Alterations in question are adequate, correct, efficient, sound, advisable or in compliance with Legal Requirements.
(j)    In conjunction with Tenant’s submission to Landlord of signed and stamped plans and a fully executed PW-1 form in respect of the Initial Tenant Work (and in respect of any initial tenant improvement work performed by Tenant to space added to the Premises during the Term), Landlord shall deliver to Tenant an ACP-5 confirming that such work may be performed as a non-asbestos project.
(k)    As part of Initial Tenant Work, Tenant shall cause the Premises to be connected to the Building Class E system and the Building’s building management system and shall make all final connections and programming on each Floor. Tenant shall have the right, as part of Initial Tenant Work or subsequent Alterations, to (and to connect into the Building’s building management system such equipment as is necessary for Tenant to) (i) monitor the supply and return air temperatures at the air handling units, the chilled water supply and return temperatures, and the temperature and other conditions in the Above-Grade Premises, (ii) solely with respect to the Above-Grade Premises, turn on or off any air handling unit in order to control the hours during which After-Hours HVAC is provided to the Above-Grade Premises on a floor by floor basis without having to give notice to Landlord and (iii) monitor and control the VAV boxes serving the Above-Grade Premises and change the set points of thermostats serving the Above-Grade Premises, in any case from (A) a computer in the Premises or (B) effective as of January 1, 2016, remotely over the Internet.

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(l)    If any violation of applicable Legal Requirements (other than a violation which results from any act or omission of Tenant or anyone claiming by, through or under Tenant, or its or their respective employees, agents or contractors) delays or prevents Tenant from obtaining any work permit requested in connection with any Alteration, obtaining a temporary certificate of occupancy upon completion of the Initial Tenant Work or obtaining a change to the certificate of occupancy in connection with the Initial Tenant Work as permitted pursuant to Section 6.02(d), then Landlord shall cure and remove said violation within 30 days after the receipt of Tenant’s notice to Landlord of such violation and delay, or if such violation is of such a nature that it cannot be removed and cured within 30 days, Landlord shall commence within such 30 day period, and thereafter diligently pursue, the cure and removal of such violation. If Landlord shall not cure and remove said violation within 30 days after the receipt of Tenant’s notice to Landlord of such violation and delay and, as a result thereof, Tenant is unable to obtain any such work permit or legally occupy a portion of the Premises for the initial occupancy thereof, then the Base Rent and any Additional Rent payable pursuant to Article 4 of the Lease with respect to such portion of the Premises that may not be worked upon or legally occupied shall be abated for one day for each day that Tenant is actually delayed in obtaining, as applicable any such work permit which is necessary for Tenant to commence or continue the performance of the applicable work or any such, temporary certificate of occupancy or change to the certificate of occupancy which is necessary for Tenant to legally occupy the applicable portion of the Premises.
(m)    Notwithstanding anything to the contrary contained in this Lease, Landlord shall permit Tenant to perform the Initial Tenant Work at such times as Tenant desires; provided, however, that the performance of the Initial Tenant Work (i) does not disturb any other tenant of the Building or the management or operation of the Building and (ii) complies with all applicable Legal Requirements.
Section 14.02    Discharge of Violations and Liens. Tenant, at its expense, and with diligence and dispatch, shall procure the cancellation or discharge of all notices of violation arising from Alterations, or any other work, labor, services or materials done for or supplied to Tenant, or any person claiming through or under Tenant (by other than Landlord), which shall be issued by the DOB or any other Governmental Authority having or asserting jurisdiction. Tenant shall defend, indemnify and hold harmless Landlord, Ground Lessor, any Superior Mortgagee and any other holder of a Superior Interest from and against any and all mechanics’ and other liens and encumbrances filed in connection with Alterations, or any other work, labor, services or materials done for or supplied to Tenant or claimed to have been done for or supplied to Tenant, or any person claiming through or under Tenant, including security interests in any materials, fixtures or articles so installed in and constituting part of the Premises and against all costs, expenses and liabilities incurred in connection with any such lien or encumbrance or any action or proceeding brought thereon. Nothing in this Section 14.02 shall be construed to prevent Tenant from contesting any violations under Section 11.01(c).
Section 14.03    [Intentionally Omitted]
Section 14.04    Discharge of Any Liens. If any mechanic’s, laborer’s or materialman’s lien at any time shall be filed against the Premises or any part thereof or any interest therein as a result

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of any act or omission of Tenant or its Subtenants or their respective officers, employees, agents, suppliers, materialmen, mechanics, contractors, subcontractors or sub-subcontractors, or, if any public improvement lien created or caused to be created by Tenant shall be filed against any assets of, or funds appropriated to, Landlord or Ground Lessor, then Tenant, within 30 days after actual notice to Tenant of the filing thereof, shall cause the same to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise. If Tenant shall fail to cause such lien to be discharged of record within the period aforesaid, then, in addition to any other right or remedy, Landlord may, but shall not be obligated to, discharge the same of record as aforesaid in any manner permitted by law, or Landlord shall be entitled, if Landlord so elects, to compel the prosecution of an action for the foreclosure of such lien by the lienor and to pay the amount of the judgment in favor of the lienor with interest, costs and allowances. Any amounts so paid by Landlord, including all costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by Landlord in connection therewith, together with interest thereon at the Default Rate, from the respective dates of Landlord’s making of the payment or incurring of the costs and expenses, shall constitute Additional Rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord after demand.
Section 14.05    No Liability of Landlord or Superior Parties. Nothing contained in this Lease shall be deemed or construed in any way as constituting the consent or request of Landlord or Ground Lessor, express or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of any labor or the furnishing of any materials for any specific improvement, alteration to or repair of the Premises or any part thereof, nor as giving Tenant any right, power or authority to contract for or permit the rendering of any services or the furnishing of materials that would give rise to the filing of any lien against the Premises or any part thereof or any assets (including, without limitation, any Rent payable hereunder) of, or funds appropriated to, Landlord or Ground Lessor.
Section 14.06    Delivery of Drawings to Landlord. Within 90 days following the completion of any Alterations (other than Decorative Alterations) which either required filing with DOB or which costs in excess of $750,000.00, Tenant shall deliver to Landlord shop drawings with respect to all mechanical, electrical and plumbing work performed as part of such Alterations, and design drawings marked to show major changes for all other such Alterations, and CAD files on diskette and by e-mail in AutoCAD.DWG format. Any files to be delivered to Landlord by e-mail as set forth in the preceding sentence shall be sent to: Tenantplan@brookfield.com.
Section 14.07    Specialty Alterations.
(a)    Specialty Alterations” shall mean any and all (A) Alterations located outside of the Premises (including, without limitation, the Antenna), (B) vaults and safes, (C) cooking kitchens (but not pantries), (D) raised flooring systems other than on the 17th through the 22nd floors of the Building, (E) stone flooring, but excluding stone flooring located in elevator lobbies, conference centers, restrooms and pantries, (F) structural reinforcements (provided that structural reinforcements below the slab shall not be deemed Specialty Alterations if same shall not impact future tenant installations), (G) dumbwaiters, (H) conveyors, (I) back up energy supply systems, generators and fuel tanks, fuel lines and all equipment related to any back-up energy supply system,

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(J) internal staircases, (K) private or executive lavatories, (L) shower facilities, (M) fitness centers, (N) architectural slab cuts, (O) floor openings, and (P) Alterations that will, in Landlord’s reasonable judgment, result in any material incremental cost to demolish or remove in excess of a typical office tenant alteration. Nothing contained herein shall be a waiver by Tenant of Tenant’s right to dispute any determination by Landlord that a particular Alteration constitutes a Specialty Alteration as defined in this Section 14.07.
(b)    At the time Tenant requests Landlord’s approval of the plans and specifications for any Alterations submitted to Landlord in accordance with Section 14.01(b), Tenant may also request, in BOLD 18-PT. TYPE CAPITAL LETTERS, that Landlord identify any Specialty Alterations shown thereon that shall be required to be removed from the Building upon the expiration or earlier termination of this Lease subject to and in accordance with the terms of Section 28.01(b) (“Tenant’s Specialty Alterations Request Notice”). If Tenant gives Tenant’s Specialty Alterations Request Notice to Landlord, then Landlord, by notice (“Landlord’s Designated Specialty Alterations Notice”), given to Tenant at or prior to the time Landlord approves any such plans and specifications (or at or prior to the date of Landlord’s deemed approval) shall identify any Specialty Alterations shown thereon that shall be required to be removed from the Building upon the expiration or earlier termination of this Lease subject to and in accordance with the terms of Section 28.01(b). Any such Specialty Alterations identified by Landlord are hereinafter referred to as “Designated Specialty Alterations”. If Tenant shall timely give Tenant’s Specialty Alterations Request Notice, and Landlord shall (i) approve such plans and specifications for such Alterations (or such plans and specifications for such Alterations shall be deemed approved) and (ii) fail to give Landlord’s Designated Specialty Alterations Notice to Tenant, then no Specialty Alterations shown on such plans and specifications shall be required to be removed from the Building upon the expiration or earlier termination of this Lease. Landlord acknowledges and agrees that any Specialty Alterations existing in the Premises as of the Commencement Date (whether made by Landlord or a prior occupant of the Premises), including but not limited to internal staircases and raised flooring systems shall not be considered Designated Specialty Alterations and therefore shall not be required to be removed upon the expiration or earlier termination of this Lease.
(c)    If Landlord timely gives Landlord’s Designated Specialty Alterations Notice to Tenant, then Landlord and Tenant shall, within ten (10) Business Days after Landlord timely gives Landlord’s Designated Specialty Alterations Notice, execute and deliver an amendment to this Lease confirming any Designated Specialty Alterations set forth in Landlord’s Designated Specialty Alterations Notice (the “Specialty Alterations Amendment”), but the failure of the parties to sign such Specialty Alterations Amendment shall not affect the validity of Landlord’s Designated Specialty Alterations Notice or the obligations of the parties hereunder with respect to the removal of any Designated Specialty Alterations. Notwithstanding the foregoing, if, as of the date of execution and delivery of the Commencement Date Agreement, Landlord has delivered to Tenant a Landlord’s Designated Specialty Alterations Notice in respect of the Initial Tenant Work, such Designated Specialty Alterations set forth in Landlord’s Designated Specialty Alterations Notice shall be confirmed in the Commencement Date Agreement executed and delivered by Landlord and Tenant pursuant to Section 2.04(e) of this Lease, but the failure of the parties to confirm same in the Commencement Date Agreement shall not affect the validity of Landlord’s

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Designated Specialty Alterations Notice or the obligations of the parties hereunder with respect to the removal of any Designated Specialty Alterations.
Section 14.08    LEED Certification. If Tenant pursues certification for the Premises under the Leadership in Energy and Environmental Design Rating System (“LEED”) of the U.S. Green Building Council, Landlord shall reasonably cooperate with Tenant, at Tenant’s actual, reasonable out-of-pocket expense, including providing the Building’s LEED scorecard and documentation supporting same.
Section 14.09    Restrooms. Tenant, as part of Initial Tenant Work and in compliance with the applicable provisions of this Lease, including, without limitation, the foregoing provisions of this Article 14, shall rebuild the core restrooms in the full Floors and, if Tenant shall not have exercised the Initial Contraction Option, in the common area of the 23rd floor of the Building so that the same are functioning (the “Restroom Renovations”). Tenant shall not be required to spend a particular amount on the Restroom Renovations. Any portion of the Work Allowance that was allocated to the Restroom Renovations may be used by Tenant for any other purpose permitted under Article 7. For purposes of clarification, Landlord shall have no obligation to rebuild (or cause to be rebuilt) the core restrooms on (a) any full Floor on which any Accepted Offer Space, First Expansion Space, or Second Expansion Space is located or (b) the 23rd floor of the Building.
Section 14.10    Corridor Work. (a) If Tenant does not timely exercise both the Initial Contraction Option and the Initial Expansion Option, then Tenant shall perform the Corridor Work in a good and workmanlike manner using first quality materials and in compliance with applicable Legal Requirements and the provisions of this Section 14.10 and all other applicable provisions of this Lease. Tenant shall, at Tenant’s expense, prepare plans and specifications in respect of the Corridor Work and shall submit such plans and specifications to Landlord for Landlord’s approval together with Tenant’s plans and specifications for the Initial Tenant Work. Tenant shall obtain a price for the cost of performing and completing the Corridor Work as an alternate to the Initial Tenant Work, which price shall be consistent on a per useable square foot basis with the pricing of the construction of the 250 Vesey Corridor (taking into account fluctuations in the price due to timing of construction and any other construction specific factors) and shall be subject to Landlord’s review and reasonable approval and Landlord shall promptly respond to such submission. Tenant shall substantially complete (iii) if required under this Section 14.10(a) to be performed by Tenant, the Corridor Work and (iv) in all events, the Restroom Renovations in respect of the 23rd floor of the Building (A) if Tenant does not exercise timely the Initial Contraction Option and thereafter waives the Initial Expansion Option prior to June 30, 2015, on or before the date that is 60 days after Tenant so waives the Initial Expansion Option (provided that such date shall be extended by one day for each day that Tenant is delayed in performing the Corridor Work as a result of Unavoidable Delay and/or Landlord Delay) and (B) in all other cases, on or before September 1, 2015 (provided that such date shall be extended by one day for each day that Tenant is delayed in performing the Corridor Work and the Restroom Renovations in respect of the 23rd floor of the Building as a result of Unavoidable Delay and/or Landlord Delay) (the date by which Tenant is required to substantially complete the Corridor Work and the Restroom Renovations in respect of the 23rd floor of the Building, the “23 Work Outside Date”).

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(b)    If Tenant shall fail to perform and complete the Corridor Work and the Restroom Renovations in respect of the 23rd floor of the Building in accordance with the provisions of Section 14.09 and this Section 14.10 on or before the 23 Work Outside Date, then the provisions of Article 19 regarding Landlord’s rights to perform Tenant’s covenants shall be applicable to such failure but notwithstanding anything to the contrary contained in Article 19, Tenant’s failure so to perform and complete shall not be deemed a default by Tenant under this Lease.
(c)    Tenant shall be responsible for (i) all costs incurred by Tenant in connection with the Restroom Renovations in respect of the 23rd floor of the Building and (ii) all costs incurred by Tenant in connection with the design of the Corridor Work and preparation of the plans and specifications with respect thereto. Landlord shall be responsible for the actual out-of-pocket construction costs incurred by Tenant in performing the Corridor Work (which amount shall be paid by Landlord by increasing the Work Allowance by the amount of the Corridor Construction Costs), provided that Landlord approves such costs in accordance with Section 14.10(a) above (such costs, the “Corridor Construction Costs”); provided, that any incremental costs incurred by Landlord in exercising Landlord’s rights under Article 19 shall be payable by Tenant in accordance with the provisions of Article 19.
(d)    Upon completion of the Corridor Work, Landlord, at Landlord’s expense (but subject to inclusion in Operating Expenses in accordance with the provisions of Article 4 above), shall maintain the common corridors serving the 23rd Floor Premises. Landlord shall provide in all other tenant spaces on the 23rd floor of the Building any fire detection and fire suppression systems required by applicable Legal Requirements, which systems shall be operational on the date that Tenant completes the Corridor Work and the Restroom Renovations in respect of the 23rd floor of the Building.
(e)    If Tenant exercises timely either the Initial Contraction Option or the Initial Expansion Option, then the provisions of this Section 14.10 shall be null and void and neither Landlord nor Tenant shall have any further rights or obligations under this Section 14.10.
Section 14.11    Self-Certification. Tenant’s architect shall be permitted to self-certify the plans and specifications in respect of the Initial Tenant Work (including the Restroom Renovations) and the Corridor Work, provided that Tenant shall use William Vitacco Associates Ltd. as Tenant’s expediter with respect to any Alt-1 Application required to be filed in connection with the Initial Tenant Work and the Corridor Work.
Section 14.12    Arbitration. Any dispute between Landlord and Tenant arising under or in connection with any provision of this Article 14 shall be determined by expedited arbitration pursuant to Article 21.
Article 15

LANDLORD’S AND TENANT’S PROPERTY
Section 15.01    Ground Lessor’s Property. (a)  Except as provided in Section 15.02, Tenant acknowledges that the Premises, all of the materials and equipment incorporated therein, and all

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Leasehold Improvements (but excluding Tenant’s Property) are the property of Ground Lessor, and Tenant agrees that all materials and equipment to be incorporated into the Premises at any time during the Term shall, upon purchase of same and at all times thereafter, constitute the property of Ground Lessor, and that legal title to the Premises, all Leasehold Improvements and all such materials and equipment shall continue in Ground Lessor; provided, that Landlord and Ground Lessor (i) shall not be liable in any manner for payment or otherwise to any contractor, subcontractor, laborer or supplier in connection with the purchase or furnishing of any such Leasehold Improvements, materials or equipment or the installation thereof, and (ii) shall have no obligation to pay any compensation to Tenant by reason of Ground Lessor’s acquisition of title to such Leasehold Improvements, materials and equipment.
(b)    Tenant covenants and agrees that all agreements with respect to Alterations in the Premises shall include the following provision: “[contractor] [subcontractor] [materialman] hereby agrees that immediately upon the purchase by [contractor] [subcontractor] [materialman] of any building materials to be incorporated in the Premises, or of any building materials to be incorporated in improvements made thereto, such materials shall become the sole property of [insert name of Ground Lessor], a public benefit corporation, notwithstanding that such materials have not been incorporated in, or made a part of, the Premises at the time of such purchase; and [contractor] [subcontractor] [materialman] shall look solely to [Tenant] [contractor] [subcontractor] for payment in connection with the purchase of any such materials, it being expressly understood that [insert names of Ground Lessor and Landlord] shall not be liable in any manner for payment or otherwise to [contractor] [subcontractor] [materialman] in connection with the purchase of any such materials, and [insert names of Ground Lessor and Landlord] shall have no obligation to pay any compensation to [contractor] [subcontractor] [materialman] by reason of such materials becoming the sole property of [insert name of Ground Lessor]; provided, that nothing contained herein shall prejudice any rights which [contractor] [subcontractor] [materialman] may have under the Lien Law of the State of New York.”
(c)    Notwithstanding the ownership by Ground Lessor of the Premises and all materials and equipment incorporated therein to the extent required under the Ground Lease, unless Tenant is otherwise exempt from sales taxes under any provision of law, including, without limitation, Section 1115(ee) of the N.Y. Tax Law, Tenant shall pay or cause to be paid to the Governmental Authority having jurisdiction over sales and compensating use taxes, amounts equal to the amounts of all sales and compensating use taxes which would be payable but for such ownership, on the materials and equipment purchased for incorporation into or work performed on the Premises in connection with the maintenance of and repairs, restorations, additions, alterations, improvements and replacements (including capital improvements) to the Premises. Such amounts shall be payable at the times such sales and use taxes would be payable but for such ownership.
Section 15.02    Tenant’s Property. Notwithstanding Section 15.01(a), all movable partitions and all business, communications and office equipment, computers and machinery, trade fixtures, and all associated wiring, cabling and conduits, and other articles of personal property, whether or not attached to or built into the Premises, which are installed in the Premises by or for the account of Tenant and can be removed without damage to the Building, and all furniture, furnishings and other articles of movable personal property, owned by Tenant and located in the Premises

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(collectively, “Tenant’s Property”), shall be and shall remain the property of Tenant and may be removed by Tenant at any time during the term of this Lease.
Section 15.03    Removal of Tenant’s Property. In connection with any intended removal of any of Tenant’s Property, Tenant shall give Landlord 30 days prior notice of any severance of connections to the structural, mechanical, electrical, sanitary, plumbing, HVAC, fire safety or other Building Systems. If any of Tenant’s Property is removed, Tenant shall repair or pay, in accordance with the provisions of Section 16.01(b), the cost of repairing any damage to the Premises, the Building Systems or to the Building resulting from the removal thereof. At or before the Expiration Date, or within 15 days after any earlier termination of this Lease, Tenant shall, at its expense, remove from the Premises, all of Tenant’s Property and leave the Premises in a broom-clean condition.
Section 15.04    Abandoned Property. After the Expiration Date, or after a period of 15 days following an earlier termination date, any items of Tenant’s Property which shall remain in the Premises shall be deemed to have been abandoned, and in such case such items may be retained by Landlord as its property or removed and disposed of by Landlord, without accountability, in such manner as Landlord shall determine, at Tenant’s expense. Any costs so incurred by Landlord, or incurred in restoring the Premises to the condition required in Section 15.03 shall be paid by Tenant within 10 days after Landlord’s demand therefor and the terms of this Lease shall continue to be in full force and effect with respect to such obligation on the part of Tenant. Landlord shall have no obligation to Tenant with respect to any items of Tenant’s Property remaining in the Premises after the Expiration Date.
Section 15.05    Survival. The provisions of this Article 15 shall survive the expiration or earlier termination of this Lease.
Article 16

REPAIRS AND MAINTENANCE
Section 16.01    Repairs by Tenant. (a)  Tenant, at Tenant’s expense, throughout the Term, shall maintain in good repair and working order all Leasehold Improvements, Tenant’s Property, the Premises, the fixtures and equipment therein and the appurtenances thereto (including all restrooms on any floor of the Building where all of the rentable area on such floor is part of the Premises and, regardless of what portion of the rentable area of any floor of the Building is part of the Premises, all private restrooms within the Premises), subject to reasonable wear and tear and except for those repairs for which Landlord is responsible pursuant to any of the other express provisions of this Lease. The term “repairs” shall include all alterations, additions, installations, replacements, removals, restorations and maintenance. All repairs made by Tenant shall be at least equal in quality and class to those typically made in first class office buildings located in Manhattan and shall be made in compliance with all Insurance Requirements and all Legal Requirements. Notwithstanding the foregoing, in no event shall Tenant be responsible for any structural repairs of the Building or any repairs to the Building Systems, except as specifically provided in this Lease (including under Section 16.01(b)).

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(b)    In furtherance of the foregoing, but not in limitation thereof, Tenant shall be responsible, at Tenant’s expense, for all necessary or appropriate repairs to all Alterations (including the equipment to be installed by Tenant as described in Sections 5.04 and 17.01) and for repairing any scratched, damaged or broken doors, glass and wall and floor coverings within the Premises or at the entrances to the Premises. Notwithstanding the foregoing, except as set forth in the following sentence, Tenant shall not be responsible for repairing the glass in the exterior windows of the Building. In addition, Tenant shall be responsible, at Tenant’s expense (subject to Section 12.04), for making all repairs whether within or outside the Premises, to the extent necessitated by (i) the existence of any Leasehold Improvements or the performance of any work or Alterations by or at the instance of Tenant, (ii) the installation, removal, use or operation of Tenant’s Property, (iii) the moving of Tenant’s Property in or out of the Building or (iv) any act, omission (where there is a duty to act), misuse or neglect of Tenant or any Subtenant or its or their employees, agents, contractors, licensees or invitees (excluding any repairs required to be performed by Landlord by the occurrence of a Casualty). If any such repairs are to be made outside of the Premises, Tenant shall promptly notify Landlord.
(c)    Any repairs for which Tenant is responsible hereunder shall be done, at Tenant’s expense, by a Pre-Approved Contractor or such other contractor selected by Tenant and first approved in writing by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed); provided, however, that (i) any such repairs that are required to be made to any Building Systems or structural portions of the Building must be performed exclusively by the contractor designated by Landlord at Tenant’s expense (subject to Section 12.04) at commercially competitive rates and (ii) any such repairs that are otherwise required to be made outside of the Premises shall, at Landlord’s election, be performed by Landlord or its designated contractors at Tenant’s expense (subject to Section 12.04) at commercially competitive rates. Tenant shall reimburse Landlord, within 30 days after demand, for all reasonable and actual out-of-pocket costs and expenses incurred by Landlord in connection with such repairs.
(d)    Tenant shall promptly notify Landlord of the need for any other repairs to any mechanical, sanitary, plumbing, HVAC, fire safety, structural, electrical or other Building Systems (provided that Tenant shall have no liability of any kind for any failure to notify Landlord of any such need for repairs, the obligation to monitor the need for such repairs being the obligation of Landlord, unless Tenant had actual knowledge of the need for any such repairs and failed to notify Landlord thereof), or to any fixtures or equipment in the Premises. Tenant shall use reasonable precautions to prevent waste, damage or injury to the Premises.
Section 16.02    Repairs by Landlord. Landlord, at Landlord’s expense, throughout the Term, shall keep and maintain the structural and public portions of the Building (including the roof, exterior Building walls, windows and the glass therein, grounds and landscaping) and the Building Systems serving the Premises, in good working order, condition and repair and shall make all repairs, structural and otherwise, interior and exterior, as and when needed to the foregoing and in or about the Premises, except for those repairs for which Tenant is responsible pursuant to any of the other express provisions of this Lease; and such repairs to the Premises shall be at least equal in quality and class to those typically made in first class office buildings in Manhattan and made in compliance with all Insurance Requirements and Legal Requirements. Landlord at all times shall operate the

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Building in a manner consistent with a first class office building. Landlord shall, within three (3) Business Days’ after Tenant shall give notice to Landlord or sooner in the event of an emergency, endeavor to commence and diligently prosecute to completion all repairs and maintenance for which Landlord is responsible pursuant to the provisions of this Lease. Landlord covenants to take such steps as are reasonably available to Landlord to minimize the interference with Tenant’s access to and/or use of the Premises arising from such repairs and maintenance; provided, that Landlord shall have no obligation to take such steps by performing such work on an overtime basis unless Tenant pays any excess charges to Landlord for such overtime work.
Article 17

SERVICES; SIGNAGE AND ACCESS
Section 17.01    Services. From and after the Commencement Date (except as otherwise provided in this Article 17), Landlord, at Landlord’s expense (but subject to inclusion in Operating Expenses in accordance with the provisions of Article 4 above), shall provide the following services to the Premises:
(a)    Landlord shall maintain and operate the Building’s heating, ventilating and air-conditioning (“HVAC”) systems and condenser/chilled water system serving the Premises as follows:
(i)    Landlord shall furnish HVAC to the Above-Grade Premises during Business Hours on Business Days in accordance with the specifications attached hereto as Exhibit E (provided, that to the extent Tenant requires HVAC service during the performance of the Initial Tenant Work, Landlord shall provide such service to the Above-Grade Premises in a manner and at a level customarily provided during construction of office space in first class office buildings from the later of (A) the date Tenant first occupies the Above-Grade Premises for the performance of the Initial Tenant Work and (B) the date Tenant requests such services). “Business Hours” shall mean between 7:00 a.m. and 7:00 p.m. “Business Days” means all days except Saturdays, Sundays, New Year’s Day, Martin Luther King Day, President’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving, the day following Thanksgiving, Christmas, days which are observed by both the federal and the state governments as legal holidays and (x) in the case of the provision of cleaning services, days designated as a holiday by the applicable Building Service Union Employee Service contract and (y) in the case of the provision of loading dock and freight elevator services, days designated as a holiday by the applicable Operating Engineers contract (collectively, “Holidays”). Any valves installed by Landlord shall be maintained in proper working order by Landlord, at Landlord’s sole cost and expense.
(ii)    If Tenant desires HVAC for the Above-Grade Premises at any time other than during Business Hours on Business Days (“After-Hours”), then Landlord shall furnish such HVAC to the Premises in accordance with the specifications attached hereto as Exhibit E (but subject to the proviso in the first sentence of Section 17.01(a)(i)) during After-Hours and on such floors of the Above-Grade Premises as Tenant may request by notice given to Landlord by 5:00 p.m. on any Business Day for any After-Hours on such Business Day and by 5:00 p.m. on the immediately preceding Business Day for any non-Business Day (except that no such notice shall

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be required to the extent the Above-Grade Premises is connected to the Building’s building management system). Tenant shall pay to Landlord, within 30 days after demand, Landlord’s charge for such After-Hours service, which charge is $60.00 per hour per Floor as of the date of this Lease and which hourly charge shall be Subject to CPI Adjustment on January 1, 2016, and on each January 1 thereafter.
(iii)    Landlord shall provide to Tenant, in accordance with the provisions of this Section 17.01(a)(iii) and the chilled water specifications attached hereto as Exhibit R, on a 24 hour per day, 7 day per week basis, up to 500 tons of chilled water from the Building’s chilled water plant (which is backed up by the Building’s generator plant in accordance with the provisions of Article 47 below) (the “Reserved Chilled Water Capacity”). Tenant may utilize the Reserved Chilled Water Capacity (A) to operate the base building air handling units in the Above-Grade Premises (“AHU’s”), (B) to operate supplemental air conditioning units installed in the Above-Grade Premises by Tenant, at Tenant’s expense, in accordance with the provisions of Article 14 (“Supplemental Units”) or (C) as a back up for the water otherwise provided by Landlord from the Central Plant to the AHU’s, which, for purposes of this Section 17.01(a) (regardless of the actual capacity of the AHU’s) shall be deemed to be 800 tons (the “BB Water Capacity”). Any portion of the BB Water Capacity not used to operate the AHU’s may be utilized by Tenant to operate Supplemental Units. For the avoidance of doubt, in no event shall the aggregate capacity of the AHU’s and the Supplemental Units ever exceed 1,300 tons (i.e., 800 tons of BB Water Capacity and 500 tons of Reserved Chilled Water Capacity). Tenant shall elect by notice given to Landlord on or before October 1, 2014, whether any of the Reserved Chilled Water Capacity shall be utilized to operate the AHU’s (and if so, how much) and whether any of the BB Water Capacity shall be utilized to operate Supplemental Units (and if so, how much). Tenant shall not exceed the allocations set forth in such election without Landlord’s consent. If Tenant fails so timely to elect, then the Reserved Chilled Water Capacity may no longer be used to operate the AHU’s (but may be used for the purposes set forth in clauses (B) and/or (C) above). Tenant shall pay to Landlord, (x) commencing on the date on which any Supplemental Units are connected to a Building water source, $0.68 per ton per hour of water actually used by such Supplemental Units (regardless of whether such water is from the BB Water Capacity or the Reserve Chilled Water Capacity), and (y) commencing on the date on which any Reserve Chilled Water Capacity is connected to the AHU’s for the primary operation of the AHU’s (and not as back up for the BB Water Capacity), $0.68 per ton per hour of water actually used by the AHU’s, in the case of clause (x) and clause (y) as measured by one or more ton-hour meters installed and maintained by Tenant at Tenant’s expense (but subject to Landlord’s approval as to the specifications and installation of such meters, which approval shall not be unreasonably withheld, conditioned or delayed), which per ton-hour charge shall be Subject to CPI Adjustment on January 1, 2016, and on each January 1 thereafter. If Tenant shall utilize any or all of the Reserved Chilled Water Capacity to back up the BB Water Capacity supplied to the AHU’s, then (in addition to the amounts set forth in the preceding sentence), Tenant shall pay to Landlord, commencing on the date of connection of such Reserved Chilled Water Capacity to the AHU’s, $250 per annum (appropriately prorated for any partial calendar year during the Term) per ton of Reserved Chilled Water Capacity that is so connected to the AHU’s (the “Annual Reserve Tonnage Charge”); provided, that to the extent that any of such Reserved Chilled Water Capacity used as back up is actually utilized to operate the AHU’s and Tenant pays for such use the $0.68 per ton hour in accordance with the preceding sentence, then Tenant shall receive a credit against

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the Annual Reserve Tonnage Charge of $0.10 per ton hour that Tenant so pays for such use (but in no event shall the aggregate amount of such credit in any calendar year exceed the Annual Reserve Tonnage Charge for such calendar year). Tenant shall pay the charges set forth in this Section 17.01(a)(iii) within 30 days after the delivery of an invoice therefor. There shall be no tap-in fee for such chilled water; provided, that if the existing riser tap as of the date of this Lease needs to be enlarged, Landlord shall, to the extent feasible and at Tenant’s cost, increase the size of such tap. Notwithstanding the foregoing provisions of this Section 17.01(a)(iii), at any time on or after the date that is 18 months after the Commencement Date, Landlord may, by notice to Tenant, (1) reduce the maximum amount of BB Water Capacity to the aggregate face plate tonnage capacity of all units (whether AHU’s or Supplemental Units) to which Tenant has connected the chilled water constituting the BB Water Capacity and/or in respect of which Tenant has notified Landlord that Tenant intends in good faith to connect and/or (2) reduce the maximum amount of Reserved Chilled Water Capacity to the aggregate face plate tonnage capacity of all units (whether AHU’s or Supplemental Units) to which Tenant has connected the chilled water constituting the Reserved Chilled Water Capacity (including any connected as a back up for the water otherwise provided by Landlord from the Central Plant to the AHU’s) and/or in respect of which Tenant has notified Landlord that Tenant intends in good faith to connect (but in any event, in the case of clauses (1) and (2), excluding the applicable face plate tonnage capacity for any standby equipment which does not receive chilled water flow).
(iv)    If Tenant requires supplemental air-conditioning chilled water in excess of that specified in Section 17.01(a)(iii) or condenser water, Landlord shall furnish Tenant such chilled water or condenser water if and to the extent such chilled water or condenser water is available as reasonably determined by Landlord from time to time taking into account appropriate reserves to serve all of the current and anticipated future requirements of the Building, the other buildings served by the Central Plant and the occupants thereof. Tenant shall pay for the cost of any such additional chilled water or condenser water supplied to Tenant in the same manner as set forth in Section 17.01(a)(iii) above.
(v)    Landlord’s obligations under this Section 17.01(a) to satisfy the HVAC specifications attached hereto as Exhibit E are subject to Tenant’s compliance with the conditions of occupancy and the demand electrical load requirement set forth on Exhibit E attached hereto. Use of the Above-Grade Premises, or any part thereof, in a manner contrary to the HVAC design conditions set forth in such Exhibit E (including occupancy and demand electrical load), or arrangement of partitioning which interferes with the normal operation of the HVAC in the Above-Grade Premises, or the use of computer or data processing machines or other machines or equipment, may require changes in the HVAC systems servicing the Above-Grade Premises, in order to provide comfortable occupancy.
(vi)    Landlord shall provide toilet exhaust from, at Landlord’s discretion, either of the 2 toilet exhaust systems existing as of the date of this Lease, at all times of a minimum of 0.2 CFM per usable square foot with respect to (x) the core bathrooms located on and serving each Floor of the Above-Grade Premises, (y) the executive restrooms, which shall not exceed 350 usable square feet in the aggregate, located on and serving the 18th Floor, and (z) one ADA compliant

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unisex restroom, which shall not exceed 8 feet by 8 feet in size, located on and serving each Floor of the Above-Grade Premises.
(vii)    Each invoice rendered by Landlord for After-Hours HVAC use and for chilled water use shall be conclusive and binding upon Tenant unless (i) Tenant notifies Landlord within 9 months after receipt thereof, that Tenant disputes the correctness of such invoice and (ii) such notice specifies those respects in which such invoice is claimed to be incorrect and, except as so specified, the invoice shall be conclusive and binding upon Tenant. If Landlord shall fail to render an invoice to Tenant for any billing period with respect to After-Hours HVAC use or for chilled water or shall have submitted an incorrect bill for any billing period with respect to After-Hours HVAC use or for chilled water and failed to correct it within 2 years after the end of such billing period, Landlord shall be deemed to have waived any further right to collect any further amounts for After-Hours HVAC use and for chilled water with respect to such billing period. If Tenant so disputes any invoice, Landlord shall promptly provide Tenant with such information relating to the calculation of the applicable invoice as Tenant may reasonably request. Any dispute as to which Tenant has timely notified Landlord pursuant to the above provisions of this Section 17.01(a)(vii) that is not resolved within 90 days after the giving of such dispute notice by Tenant may be submitted by either Landlord or Tenant for resolution by expedited arbitration in accordance with the provisions of Article 21. If it is determined that Tenant has overpaid or underpaid, then Landlord or Tenant, respectively, shall refund or pay to the other the amount so determined to be due or owed within 30 days after such determination. In lieu of a refund, and so long as there are sufficient Rent payments remaining to be paid by Tenant to satisfy such refund, Landlord, at Tenant’s election, may credit Tenant with any amount due to Tenant against Rent subsequently payable under this Lease.
(viii)    Notwithstanding the foregoing, Landlord shall not be obligated to furnish HVAC to the Basement Premises to any extent other than ventilation air.
(b)    Commencing on the date that the Premises are first occupied for the conduct of business, Landlord shall provide passenger elevator service (on a non-exclusive basis) to each floor of the Building upon which any portion of the Premises is located in accordance with the specifications attached hereto as Exhibit P. During Business Hours on Business Days, 7 elevator cabs shall serve the Premises, and at all other times, at least 3 of such elevator cabs shall serve the Premises. Each Floor occupied by Tenant shall not be a “cross-over floor” for any such passenger elevator service. During the performance of the Initial Tenant Work, Landlord shall permit Tenant to take one passenger elevator serving the Premises out-of-service and shall permit Tenant’s contractors to use the same solely for intra-floor travel, provided that no equipment shall be taken into such passenger elevator and provided, further that Tenant shall install reasonable protections in such elevator cab and repair, at Tenant’s expense, any damage associated with such use of the passenger elevator by Tenant and Tenant’s contractors.
(c)    Landlord shall provide freight elevator service (on a non-exclusive basis) from the Building lobby for passengers traveling to the Floor on which the Basement Premises is located 24 hours per day, 7 days per week. Landlord shall provide freight elevator and loading dock service to the Premises (other than for passengers traveling to the Floor on which the Basement

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Premises is located) on a first come-first served basis (i.e., no advance scheduling, except as otherwise set forth herein) for Tenant’s reasonable use, subject to the reasonable needs of other tenants and occupants of the Building, during the hours of 8:00 a.m. to 6:00 p.m. on Business Days (“Freight Elevator Business Hours”). If Tenant shall require use of the freight elevators and/or loading dock at any other time, Landlord shall make the freight elevators and loading dock available to Tenant subject to scheduled availability (it being agreed that during the performance of the Initial Tenant Work, (i) no tenant or occupant in the Building shall be granted priority or scheduling rights greater than Tenant, and thereafter Landlord may grant such priority or scheduling rights so long as the same does not materially adversely affect Tenant’s performance of any Alterations and (ii) no tenant or occupant in the Building shall be permitted to reserve all of the freight elevators at one particular time), upon not less than one Business Day advance notice from Tenant (except that Landlord shall use reasonable efforts to honor requests made on shorter notice than one Business Day in advance), and Tenant shall pay to Landlord within 30 days after demand Landlord’s cost for the elevator operator (which, as of the date of this Lease, is $53.50 per hour) and, if applicable, for use of the loading dock (which, as of the date of this Lease, is $53.50 per hour); provided, that in connection with the performance of the Initial Tenant Work and Tenant’s initial move into the Premises the first 560 total hours of such freight elevator and loading dock use outside of Freight Elevator Business Hours on Business Days shall be without cost to Tenant. Notwithstanding the foregoing, upon not less than 10 days prior notice to Landlord, (x) Tenant shall have the right, subject to availability, to reserve a freight elevator for its use on an exclusive basis during Freight Elevator Business Hours on Business Days and (y) if so reserved, Tenant shall pay to Landlord within 30 days after demand Landlord’s cost for the elevator operator and, if applicable, for use of the loading dock. As of the date of this Lease, based on current union rules, there is a minimum number of hours for use of the freight elevator or loading dock of 4 hours, except if the reservation is made for a period immediately following the end of Freight Elevator Business Hours on Business Days or for a period immediately preceding Freight Elevator Business Hours on Business Days. As of the date of this Lease, based on current union rules, the minimum number of hours for such overtime use on Business Days is one hour where the reservation is for a period beginning immediately after Freight Elevator Business Hours end or for a period which ends immediately preceding when Freight Elevator Business Hours begin; the use of freight elevators shall be on a nonexclusive basis, except with respect to the freight elevator Tenant has reserved in accordance with the terms of this Section 17.01(c) (whether during Freight Elevator Business Hours or after such hours). The use of the elevators shall be subject to the Rules and Regulations. The minimum number of hours of use contained in this Section 17.01(c) are subject to change by Landlord if union rules change.
(d)    Subject to the further provisions of this Section 17.01(d) and Section 17.01(e), commencing on the date that the Above-Grade Premises are first occupied for the conduct of business, Landlord shall provide to the Above-Grade Premises (other than Tenant’s main data communications room) the cleaning services set forth in the specifications attached hereto as Exhibit F (“Landlord’s Base Cleaning”). Tenant shall pay to Landlord within 30 days after demand the actual cost incurred by Landlord for (i) extra cleaning work required because of (A) carelessness, indifference, misuse or neglect on the part of Tenant or any Subtenant or its or their employees or visitors, (B) the use of portions of the Above-Grade Premises for other than normal office purposes requiring greater or more difficult cleaning work than office areas, such as

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document reproduction areas or pantry areas, (C) interior glass partitions or an unusual quantity of interior glass surfaces as reasonably demonstrated by Landlord or (D) non-building standard materials or finishes installed in the Above-Grade Premises, (ii) removal from the Above-Grade Premises and the Building of any refuse and rubbish of Tenant in excess of that ordinarily accumulated in business office occupancy or at times other than Landlord’s standard cleaning times set forth below, (iii) pest control with respect to the Above-Grade Premises in excess of that ordinarily provided to business office occupants in the Building. Landlord, Landlord’s cleaning contractor and their employees shall have access to the Above-Grade Premises after 5:30 p.m. and before 8:00 a.m. (provided, that no cleaning of occupied offices or vacuuming shall be done prior to 6:00 p.m.) and shall have the right to use, without charge therefor, all light, power and water in the reasonably required to provide Landlord’s Base Cleaning to the Above-Grade Premises. Notwithstanding the foregoing, Landlord shall not be required to clean any portion of the Above-Grade Premises used for the preparation, serving or consumption of food or beverages (including any pantries or kitchens), LAN rooms, studios, auditoria, computer rooms, data processing or reproducing operations, pantries or private lavatories or toilets or other special purposes requiring greater or more difficult cleaning work than office areas (and Tenant shall receive a credit against annual Rent in an amount equal to the actual reduction in cost (if any) that Landlord receives as a result of not providing any cleaning services to such portions of the Above-Grade Premises) nor shall Landlord be required to clean the Basement Premises, and, Tenant shall, at Tenant’s expense, clean such areas in accordance with the provisions of Section 17.01(e). If the Premises be or become infested with vermin as a result of the use or any misuse or neglect of the Premises by Tenant, its agents, employees, visitors or licensees, Tenant shall at Tenant’s expense cause the same to be exterminated from time to time to the reasonable satisfaction of Landlord and shall employ such exterminators and such exterminating company or companies as shall be reasonably approved by Landlord.
(e)    (i)    Tenant, at Tenant’s expense, shall contract directly with Landlord’s cleaning contractor to provide any cleaning Tenant is required to provide pursuant to Section 17.01(d). In addition, if Tenant desires any supplemental cleaning services in addition to Landlord’s Base Cleaning, then Tenant, at Tenant’s expense, shall contract directly with Landlord’s cleaning contractor for the same or provide such services using Tenant’s own employees.
(ii)    Landlord shall provide a depository for rubbish on each Floor and Landlord shall dispose of the same. If Landlord incurs additional costs as a result thereof, Tenant shall reimburse Landlord for the actual, reasonable out-of-pocket costs so incurred by Landlord in connection therewith.
(iii)    If Tenant desires to have special cleaning services provided to the Above-Grade Premises, including, without limitation, floor care or the cleaning of Tenant’s main data communications room (“Tenant’s Main Data Communications Room”), then Tenant shall have the right to contract directly with Tenant’s own cleaning contractor (“Tenant’s Cleaning Contractors”). All cleaning performed by Tenant’s Cleaning Contractors shall be performed at Tenant’s sole cost and expense. Tenant’s Cleaning Contractors shall be subject to Landlord’s approval (which shall not unreasonably be withheld, conditioned or delayed) and no such contractor shall enter the Building or the Premises for that purpose prior to being so approved. The provisions of Section 32.09 shall

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apply to the performance of any cleaning by Tenant’s Cleaning Contractors. Any cleaning performed by Tenant’s Cleaning Contractors shall be performed in such manner as not to interfere with or delay, except to a de minimis extent, and as not to impose any additional expense upon Landlord in the cleaning of the Above-Grade Premises or the Building and/or the removal of rubbish therefrom and if such interference or delay shall occur or if any additional expense is imposed upon Landlord, Tenant, upon notice from Landlord, shall promptly instruct Tenant’s Cleaning Contractors to modify the particular manner of performing their cleaning which is causing such interference, delay or additional expense, and if any additional expense shall be incurred by Landlord as a result of the performance of any cleaning by Tenant’s Cleaning Contractors, Tenant shall reimburse Landlord for the actual, reasonable out-of-pocket costs so incurred by Landlord within 30 days after Tenant’s receipt of an invoice therefor. Without limiting Tenant’s obligation set forth in the foregoing sentence, Landlord shall promptly notify Tenant of any additional expense incurred, or to be incurred by Landlord, upon Landlord becoming aware of same.
(f)    Landlord shall furnish to each floor of the Building upon which any portion of the Above-Grade Premises is located reasonable quantities of cold water for drinking and pantry use and for Tenant’s humidifiers inside computer rooms and Tenant’s Main Data Communications Room, and hot and cold water for core lavatory (i.e., not for Tenant’s private restrooms) and cleaning purposes only; water pressure for such aforesaid uses shall be between 25 and 100 psi. If Tenant requires water for any other purposes, Landlord shall furnish the same and Landlord may, at Landlord’s election, require Tenant to install, at Tenant’s cost and expense, a separate submeter to determine Tenant’s usage of hot and cold water. Landlord shall bill Tenant monthly on the basis of such submeters at the actual water and sewer rates charged by the City of New York, and Tenant shall pay such amounts within 30 days thereafter.
(g)    Landlord shall cause exterminating services to be provided to the Building Appurtenant Space within the Above-Grade Premises, if any, as appropriate for a first-class office building in downtown Manhattan.
Section 17.02    Window Cleaning. Landlord shall cause the exteriors of the windows in the Above-Grade Premises to be cleaned as appropriate for a first-class office building in downtown Manhattan, subject to applicable Legal Requirements, labor union requirements and delays caused by inclement weather, not less than 2 times each year. Tenant shall not obstruct access to any operable window or door accessing the exterior of the Building from the Premises. Tenant shall not clean, require or otherwise permit or suffer any window in the Premises to be cleaned from the outside, except as may be undertaken by or at the direction of Landlord.
Section 17.03    Limitation on Abatement/Liability. (a)  Other than as provided in Section 17.03(b), Landlord reserves the right, without any liability to Tenant and without affecting Tenant’s covenants and obligations hereunder, to stop or interrupt or reduce service of any of the HVAC, electric, emergency electric, sanitary, elevator or other Building Systems serving the Premises, or to stop or interrupt or reduce any other services required of Landlord under this Lease (whether or not specified in this Article 17), whenever and for so long as may be necessary, by reason of (i) accidents, emergencies, strikes or the occurrence of any other similar events, (ii) the testing of

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Building Systems or the making of repairs or changes which Landlord is required or is permitted by this Lease or by applicable Legal Requirements to make; provided, that any such stoppage, interruption or reduction shall, to the extent practicable, be outside of Business Hours and Landlord shall not stop or interrupt electric service to the Premises for testing without the prior consent of Tenant (which consent shall not be unreasonably withheld, conditioned or delayed so long as any such testing shall not interrupt the conduct of Tenant’s business at the Premises during Business Hours on Business Days) or (iii) any Unavoidable Delay, whether similar or dissimilar. Provided Landlord is reasonably able to do so, Landlord shall give reasonable advance notice to Tenant of any such stoppage, interruption or reduction and will with reasonable diligence take such steps as are reasonably available to Landlord to minimize the interference with Tenant’s access to and/or use of the Premises arising from such stoppage, interruption or reduction, including the use of overtime labor if and to the extent the same is available and doing so would reasonably be expected to lessen the duration of any stoppage, interruption or reduction during Business Hours on Business Days. Without limiting any of Landlord’s other rights and remedies, if any Event of Default shall be continuing, Landlord shall not be obligated to furnish to the Premises any service outside of Business Hours on Business Days unless Tenant pays for such service in advance, and Landlord shall have no liability to Tenant by reason of any failure to provide, or discontinuance of, any such service.
(b)    If, without having been caused by Tenant or any Persons claiming through or under Tenant, a material portion of the Premises is rendered Untenantable (as hereafter defined in this Section 17.03(b)), for a period of 4 consecutive Business Days by reason of (I) any stoppage, interruption or reduction of (i) any of the services Landlord is required to provide pursuant to Sections 17.01(a) to (e) above or (ii) any electricity to the Premises, due, in any case referred to in the preceding clauses (i) and (ii), to Landlord’s repair or failure to repair any Building Systems and facilities or electrical risers that Landlord is required under this Lease to repair or (II) any other repairs Landlord is required to make (or failure by Landlord to make such repairs) under this Lease (including under Section 16.02), and for reasons other than an Unavoidable Delay or an event described in Article 22 or Article 23, following the date that Tenant shall have given Landlord notice that a material portion of the Premises has been so rendered Untenantable, then for the period commencing on the 5th consecutive Business Day that such material portion of the Premises is so rendered Untenantable following the date that Tenant shall have given Landlord notice of the same, Base Rent and Additional Rent payable pursuant to Article 4 shall be appropriately abated for so much of the Premises as shall be so Untenantable. The abatement of Base Rent and Additional Rent under this Section 17.03(b) shall be Tenant’s sole and exclusive remedy in the event any portion of the Premises is rendered Untenantable by reason of any such stoppage, interruption or reduction, except that Tenant may also commence an action against Landlord for specific performance or any injunction with respect to any failure of Landlord to make any repair or provide any service that it is required to make or provide pursuant to this Lease. “Untenantable” means that Tenant shall be unable to reasonably access or unable to occupy, and shall not be occupying, the Premises or the applicable portion thereof for the conduct of its business. The entry by Tenant to the affected portion of the Premises on a limited basis solely to retrieve files and documents (and not for the conduct of business) or to remove food or clean or inspect food service areas or the existence in the Premises of Tenant’s Property shall not by itself be deemed to be “accessing”, “occupying” or “using” the applicable portion of the Premises for purpose of this Section 17.03(b). Nothing contained in this

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Section 17.03(b) shall be deemed to grant Tenant any rent abatement for an interruption in or stoppage of any service or in electricity to the Premises arising by reason of any cause emanating from outside the Building (including a failure by the electric service provider to supply electricity to the Building, other than as a result of a failure by Landlord timely to pay bills rendered to Landlord by the electric service provider). For the purposes of this Section 17.03(b), the term “material portion” of the Premises shall mean (i) more than 4% of the Rentable Square Foot area of the Above-Grade Premises and (ii) Tenant’s Main Data Communications Room within the Premises. If Tenant is entitled under this Section 17.03(b) to any abatement of Base Rent or Additional Rent, Tenant shall have the right to credit the amount of such reduction against the next succeeding payments of Base Rent and Additional Rent due under this Lease.
Section 17.04    Signage.
(a)    Except as set forth in Article 44 below, no lettering, sign, advertisement, notice or object shall be displayed in or on the exterior windows or doors, or on the outside of the Premises, or at any point inside the Premises where the same are visible outside of the Premises (other than merely from within the passenger elevators), without the prior written approval of Landlord, provided, that Landlord shall not unreasonably withhold its approval to the installation of Building standard directional signage in the elevator lobby of each multi-tenanted floor of the Building upon which any portion of the Premises is located, which shall be installed by Landlord at Tenant’s actual and reasonable expense. Notwithstanding anything to the contrary contained herein, Tenant shall be listed in the Building directory, if any.
(b)    Tenant’s signage rights under this Section 17.04 are non-exclusive.
(c)    Notwithstanding anything to the contrary contained herein, except as set forth in Article 44 below, the design, content, materials and specific location of any signage permitted by Landlord pursuant to this Section 17.04 shall be subject to Landlord’s signage guidelines and the written approval of Landlord, which approval shall not be unreasonably withheld. Tenant shall be responsible for obtaining all necessary permits and approvals from governmental authorities having jurisdiction for the design, installation and maintenance of all Tenant’s signs.
Section 17.05    Building Name. Landlord reserves the right to name the Building and to change the name or address of the Building at any time and from time to time.
Section 17.06    Space Excluded from Premises; Pipes, Ducts and Conduits, Etc. Subject to the provisions of the following sentence, the Premises shall consist solely of the space within the inside surfaces of all walls, floor slabs, windows and doors bounding the Premises, and shall specifically exclude all other portions of the Building, including the exterior Building walls, core corridor walls and doors, and any core corridor entrances, terraces or roofs. Notwithstanding the foregoing, the Premises shall exclude (whether or not within the Premises) any Building shafts, stacks, pipes, conduits, fan rooms, ducts, electricity, communications, sinks or other Building facilities or utilities, in each case existing as of the date of this Lease or added after the date of this Lease in accordance with the next sentence, and the use thereof, and except as otherwise set forth in this Lease, access thereto through the Premises, is reserved exclusively to Landlord (such space, the “Building Appurtenant Space”); provided, however, that (i) any installation made in Building

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Appurtenant Space and the use thereof shall not interfere with or impair Tenant’s layout or use of the Premises other than to a de minimis extent, (ii) any installation made in Building Appurtenant Space shall be, at Landlord’s sole cost and expense, located in boxed enclosures and appropriately furred, and (iii) any installation made in Building Appurtenant Space and the use thereof shall not have any material adverse effect on Tenant’s use of the Premises. Tenant shall permit Landlord to erect, use and maintain pipes, ducts and conduits in and through the Premises, provided that (x) the same are concealed behind walls or above ceilings (or if impracticable, adjacent to and furred out to such walls and ceilings) within or bounding the Premises and by such methods and at such locations as will not interfere with or impair Tenant’s layout or use of the Premises other than to a de minimis extent, (y) the same does not reduce the usable square footage of the Premises or reduce the ceiling height of the Premises by more than a de minimis amount and (z) Landlord shall not install any pipes for the transport of liquid or steam in the Premises directly above Tenant’s Main Data Communications Room or Tenant’s 2 satellite data rooms located on each Floor. In addition to the foregoing, Tenant acknowledges and agrees that Landlord has a film installed on the inside of the windows of the Building and that Landlord shall have access thereto in connection with the installation, maintenance or replacement of such film.
Section 17.07    Storage of Repair Materials. Landlord, Ground Lessor, or any Superior Mortgagee, as the case may be, during the progress of any repair, alteration or work referred to in Section 17.06 or otherwise required by this Lease or applicable Legal Requirements, may keep and store in or at the Premises, subject to the reasonable requirements of Tenant and any Subtenant (except in cases of emergency or apparent emergency), all materials, tools, supplies and equipment reasonably necessary to be so stored. Landlord, Ground Lessor, or any Superior Mortgagee, as the case may be, provided that such party exercises reasonable care and reasonable diligence to promptly complete the same, shall not be liable for inconvenience, annoyance, disturbance, loss of business or other damage of Tenant or any Subtenant by reason of making such repairs or the performance of any such alterations, work, or on account of bringing materials, tools, supplies and equipment into the Premises during the course thereof, and the obligations of Tenant under this Lease shall not be affected thereby. To the extent that Landlord, Ground Lessor or any Superior Mortgagee undertakes such repairs, alterations or work and the same shall require entry into any space covered by this Lease, such repairs, alterations or work shall be commenced and completed with reasonable diligence, subject to any Unavoidable Delay, and in such a manner as not to unreasonably interfere with the conduct of business in such space, but such repairs, alterations or work need not be performed outside of normal Business Hours on Business Days. Nothing in this Article 17 or elsewhere in this Lease shall imply any duty upon the part of Landlord, Ground Lessor or any Superior Mortgagee to do any work not otherwise required to be done by such parties hereunder, and the performance of any work by Landlord, Ground Lessor or any Superior Mortgagee shall not constitute a waiver of Tenant’s default in failing to perform the same. Subject to Section 12.04, Landlord shall (i) promptly repair any damage to the Premises and Tenant’s Property (including, without limitation, any Tenant finishes) caused by such work and (ii) take reasonable care to safeguard the affected portion of the Premises and the property of Tenant.
Section 17.08    Access by Landlord and Others; Use of Overtime Labor. Tenant shall permit Landlord, Ground Lessor and any Superior Mortgagee, and their respective agents or representatives, to enter the Premises, at all reasonable times on reasonable notice (except in the

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case of emergency), which notice may be given orally, and in the presence of Tenant or its representative (except in the case of an emergency, in which event no prior notice is required), if such representative is available and present, but subject to the reasonable requirements of Tenant and any Subtenant, for the purpose of (a) inspecting the Premises, (b) determining whether or not Tenant or any Subtenant is in compliance with its obligations hereunder and (c) making any repairs or alterations to the Premises or to the Building and/or performing any work therein or in the Building, to the extent required by any Insurance Requirements or Legal Requirements or required or permitted by any provision of this Lease, it being acknowledged and agreed by Tenant that Landlord shall have access to the Basement Premises in order to access the valves and other base Building equipment located in the Basement Premises. The terms and conditions of this Section 17.08 shall apply without limitation in connection with any access to the Premises by Landlord, Ground Lessor and any Superior Mortgagee, and their respective agents or representatives, permitted pursuant to the terms of Section 17.06 and Section 17.07. In order to avoid a disturbance to Tenant’s business, Landlord, at its expense, shall employ contractors or labor at so-called overtime or other premium pay rates if necessary to make any repair or improvement to be made by it hereunder that (i) results in a denial of access to the Premises, (ii) imminently threatens the health or safety of any occupant of the Premises or (iii) materially interferes with Tenant’s ability to conduct its business in the Premises. In all other cases, at Tenant’s request, Landlord shall employ contractors or labor at so-called overtime or other premium pay rates in making any repairs, alterations, additions or improvements, provided Tenant shall pay to Landlord, as Additional Rent, within 30 days after demand, an amount equal to the incremental difference between (x) the overtime or other premium pay rates, including all fringe benefits and other elements of such pay rates and (y) the regular pay rates for such labor, including all fringe benefits and other elements of such pay rates.
Section 17.09    Building Access; Changes Therein. Landlord reserves the right, at any time and from time to time, to make, cause to be made or permit changes in or to the Project (excluding the Premises), including all public entrances, passageways, concourses, doors, doorways, corridors, elevators, escalators, stairways, restrooms, any pedestrian bridges and the plaza and esplanade, including any of the same connecting the Building with any subway or any other building, improved area or public space, and all other parts of the Project (including the Building), all as Landlord may deem necessary or desirable, provided any such change does not deprive Tenant of access to, or materially reduce Tenant’s access to, the Premises and does not adversely affect the first-class nature of the Building. Tenant shall not have any easement or other right in or to the use of any public entrances, passageways, concourses, doors, doorways, corridors, elevators, escalators, stairways, restrooms, or any pedestrian bridge, plaza or esplanade, including any of the same connecting the Building with any subway or any other building, improved area or public space, or any other parts of the Project, and the use of any of the foregoing may, without notice to Tenant, be regulated or discontinued at any time by Landlord. The exercise by Landlord of any of its rights under this Section 17.09 shall not constitute an actual or constructive eviction, cause Landlord to incur any liability to Tenant or cause Tenant to be entitled to any diminution or abatement of Rent. Provided that Tenant shall observe and comply with the Rules and Regulations, Landlord shall provide access to the Building and the Premises 24 hours per day, 7 days per week. Notwithstanding the foregoing or anything to the contrary in this Lease, in no event shall Landlord’s exercise of Landlord’s rights under this Section 17.09 (a) adversely interfere with Tenant’s use of, or access to, the Premises other than to a de minimis extent or (b) result in the Building having a primary nature that is other than

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a first-class office building or (c) limit Tenant’s rights with respect to, the Lobby Desks, other than to a de minimis extent. In exercising Landlord’s rights under this Section 17.09, Landlord shall use commercially reasonable efforts to minimize any disruption to Tenant’s use of the Premises for the ordinary conduct of Tenant’s business. Landlord agrees that Tenant may designate certain portions of the Premises, not exceeding 2,500 Rentable Square Feet in the aggregate, as “Secured Areas” by the delivery of written notice to Landlord depicting the exact location of such areas. Notwithstanding the foregoing, Tenant may not designate areas as Secured Areas if such designation is in violation of applicable Legal Requirements or Insurance Requirements or would prohibit Landlord free access to the Building Appurtenant Space or other portions of the Premises which Landlord deems necessary or desirable to enter in connection with the repair, maintenance, operation, upgrading or replacing of Building Systems, such as through riser closets, electrical rooms, restrooms and other portions of the Premises. Landlord agrees not to access the Secured Area unless and until Tenant has been given three (3) Business Days’ prior written notice and then Landlord may only access the Secured Areas with a Tenant escort, which Tenant shall provide. Notwithstanding the foregoing, Landlord may lawfully enter the Secured Areas in an emergency using such force as Landlord deems reasonably necessary in order to obtain entry into the Secured Areas if Tenant is not available to provide access or if Landlord reasonably determines that immediate access is required, and Landlord shall not be responsible for any damage to Tenant’s property or the Premises caused by Landlord’s forced entry. Landlord shall not be required to provided janitorial service to the Secured Areas. In order to avoid a disturbance to Tenant’s business, Landlord, at its expense, shall employ contractors or labor at so-called overtime or other premium pay rates if necessary to make any repair or improvement to be made by it hereunder that (i) results in a denial of access to the Premises, (ii) imminently threatens the health or safety of any occupant of the Premises or (iii) materially interferes with Tenant’s ability to conduct its business in the Premises. In all other cases, at Tenant’s request, Landlord shall employ contractors or labor at so-called overtime or other premium pay rates in making any repairs, alterations, additions or improvements, provided Tenant shall pay to Landlord within 30 days after demand, an amount equal to the incremental difference between (x) the overtime or other premium pay rates, including all fringe benefits and other elements of such pay rates and (y) the regular pay rates for such labor, including all fringe benefits and other elements of such pay rates.
Section 17.10    Emergency Access. If Tenant shall not be personally present to open and permit an entry into the Premises at any time when for any reason of fire or apparent emergency (i.e., a condition presenting or appearing to present imminent danger to the health and safety of persons or to property) Landlord reasonably deems it necessary to access to the Premises, then Landlord or Landlord’s agents may forcibly enter the same without rendering Landlord or such agents liable therefor (if during such entry Landlord or Landlord’s agents shall accord reasonable care to Tenant’s Property) and without in any manner affecting the obligations and covenants of this Lease. Within a reasonable time after such forced entry, Landlord shall give Tenant notice of the same.
Section 17.11    Showing the Premises. Landlord and Persons authorized by Landlord shall have the right to enter and pass through the Premises at any reasonable time upon reasonable notice to Tenant (which notice may be given orally) to show the Premises to prospective purchasers, mortgagees and lessees of any interest in the Project or any part thereof. During the period of 24

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months prior to the end of the Term, Landlord and Persons authorized by Landlord shall have the right at any reasonable time upon reasonable notice to Tenant (which notice may be given orally) to exhibit the Premises to prospective tenants of the Premises (but any reasonable and actual out-of-pocket costs incurred by Tenant to provide such access other than during Business Hours on Business Days shall be reimbursed by Landlord to Tenant within 30 days after submission of an invoice accompanied by reasonable evidence of the costs incurred). Each Person entering the Premises pursuant to this Section 17.11 shall be accompanied by a representative of Tenant if such representative is available and present.
Section 17.12    Premises Access; Changes Therein. Tenant shall have the right to install and change additional locks or other security devices in or to the Premises, provided, that Tenant shall have provided Landlord with copies of any keys, codes or combinations prior to such installation.
Section 17.13    Telecommunication Risers. Landlord shall provide to Tenant shaft space in the risers shown on Exhibit DD (including all required core or other pathway drilling, which shall be performed by Tenant, at Tenant’s expense) for Tenant to install, at Tenant’s cost and in a straight run unless not reasonably feasible, in which case Landlord and Tenant shall reasonably agree on the pathway, two (2) sets of two (i.e., 4 in total) telecommunications conduits of up to 4 inches each, one set from each of the Building’s two telecommunications points of entry through separate paths to the telecommunications closets on each Floor. Subject to Section 17.08, Landlord shall have access to the closets shown on Exhibit DD where such risers are located at all times during the Term. Tenant shall obtain and pay for telecommunications services (which, for purposes of this Section 17.13, shall include cable TV, telephone and internet) to be supplied to the Premises by direct application to and arrangement with any telecommunications service provider or providers selected by Tenant and reasonably approved by Landlord and promptly after delivery by Landlord to Tenant of a request therefor, Landlord shall take all reasonable steps (at Tenant’s expense) in order to allow such telecommunications service provider to provide service to the Building for Tenant’s operations. With respect to any telecommunications provider providing service only to Tenant (and not other tenants or occupants of the Building) and which utilizes not more than customary amounts of space, Landlord shall not charge any rent or other access fee for use of the Building or any of the Building’s telecommunications rooms, closets or other facilities. All Tenant’s communication equipment, switches, etc. (as opposed to the suppliers’ equipment, switches, etc.) shall be located in the Premises.
Section 17.14    Security. Landlord shall provide security for the Building utilizing personnel, equipment, systems and procedures, either individually or in combination, consistent with and comparable to other first-class office buildings in the vicinity of the World Trade Center (but excluding the World Trade Center itself, 200 West Street and any owner occupied buildings). Landlord hereby acknowledges that Tenant shall have the right, at Tenant’s expense and subject to obtaining the necessary approvals required under this Lease (including those approvals required pursuant to Article 14), to install or implement a security system within the Premises; provided, that Landlord’s access to the Premises shall not be impeded in any way and at any time. Landlord, at Tenant’s request and expense, shall program Tenant’s access cards from Tenant’s other office locations to work with the Building’s security system, to the extent compatible. Landlord shall

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provide Tenant with shaft space for Tenant to install a total of 2 conduits of up to 2 inches each, from the Premises to the Lobby Desks in accordance with the route shown on Exhibit FF.
Section 17.15    Internal Fire Staircases. Tenant may use the internal fire staircases of the Building connecting contiguous floors of the Premises as convenience stairs; provided, that Tenant, at Tenant’s expense, and subject in any event to Article 14, complies with all Legal Requirements and Insurance Requirements in connection with such use. In using said stairs and in preparing the same for use by Tenant, Tenant shall be responsible for all incremental costs incurred by Landlord in connection therewith (including any increase in Landlord’s insurance costs resulting from Tenant’s use thereof). If Tenant so utilizes the fire stairs, Tenant shall maintain, at Tenant’s expense, such portions of the fire stairs on the floors on which the Premises are located in at least the same condition existing as of the date hereof (reasonable wear and tear excepted), including, without limitation, the periodic painting and cleaning thereof as reasonably required by Landlord. Tenant shall not use the stairs so as to interfere with the rights of other tenants or occupants in the Building. Tenant may make reasonable Decorative Alterations to the stairwell area (such as painting, lighting and handrails); provided, that Tenant obtains Landlord’s prior consent thereto (which consent shall not be unreasonably withheld). In connection with any use of such fire stairs and subject to the terms of Article 14 hereof, Tenant, at Tenant’s expense, shall (i) install and regularly maintain a security and access control system in the stairway to prevent unauthorized access from the fire stairs into the Premises and to identify potential emergencies therein that is reasonably satisfactory to Landlord (including, without limitation, the installation of additional fire safety equipment and video and other surveillance equipment), (ii) provide Landlord with at least three (3) card keys to any such security system and update such card keys, at no cost to Landlord, from time to time, if such update is necessary in order to permit such card keys to be operable and (iii) tie such system into the Building’s security and fire safety systems, Building management system and such other Building systems as Landlord may reasonably require. In no event shall Tenant be permitted to store any equipment, furniture, storage boxes or any other personal property whatsoever in any fire stairs of the Building. Tenant acknowledges that any alterations required to tie such security system into the fire safety system of the Building shall be performed by Landlord’s fire safety contractor, at Tenant’s expense; provided, that the rates charged by such fire safety contractor are competitive. Landlord makes no representation or warranty as to whether Tenant’s use of the stairwell area as contemplated hereunder is permitted under applicable Legal Requirements and/or insurance requirements. If at any time Tenant is not permitted to use the stairwell area pursuant to Legal Requirements or Insurance Requirements, then Landlord shall have no liability to Tenant therefor.
Section 17.16    Bicycle Rack. Landlord agrees to maintain, or to cause to be maintained, a bicycle rack or racks, on the land upon which the Project is located or within the Building, which the occupants of the Project shall be permitted to use. As of the date of this Lease, bicycle racks are located as shown on Exhibit AA. Landlord shall have the right to change the location of any bicycle rack from time to time during the Term.
Section 17.17    Messenger Center. Landlord shall provide mail and package delivery service via a Building operated messenger center during Business Hours on Business Days; provided, that the foregoing shall not preclude Landlord from eliminating, or changing the hours or otherwise modifying such messenger center in favor of alternate comparable package delivery procedures.

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Tenant shall be permitted to station up to 2 employees of Tenant in the Building operated messenger center for the purpose of expediting deliveries to the Premises and scanning Tenant’s mail and packages using the scanner installed by Landlord. If Landlord’s scanner in the Building messenger center requires repair, Landlord shall promptly repair such scanner and Tenant shall be permitted to use Landlord’s scanner in another building at the Project until such scanner is repaired. At any time that the messenger center is not in operation, the Building security desk will accept deliveries to Tenant and will promptly notify Tenant of such deliveries.
Section 17.18    Internal Convenience Stairs. Tenant may use the interconnecting convenience staircases existing as of the date of this Lease between the 17th Floor and the 22nd Floor; provided, that Tenant, at Tenant’s expense, and subject in any event to Article 14, complies with all Legal Requirements and Insurance Requirements in connection with such use. Without limiting the provisions of item #14 of Exhibit H, Landlord makes no representation or warranty as to the condition of such staircases, the existing fire doors or their enclosures located in such staircases, or any components as located on each landing between the 17th through 22nd Floors or whether such stairwell structure shall be in compliance with all Legal Requirements and Insurance Requirements. If at any time Tenant is not permitted to use the stairwell area pursuant to Legal Requirements or Insurance Requirements, then Landlord shall have no liability to Tenant therefor.
Section 17.19    Self-Help. If Landlord shall default in any non-de minimis respect in the observance or performance of any term or covenant on Landlord’s part to be observed or performed under this Lease, then Tenant shall notify Landlord of such default in writing and Landlord shall have 20 days to cure such default, except in the event of an emergency where there is an imminent threat to life or property, in which event no prior notice shall be required (but Tenant shall give Landlord as much prior notice of the same as is reasonably practicable). In the case of a default which cannot with reasonable due diligence be cured within a period of 20 days, then provided Landlord commences to cure such default within such 20 day period and Landlord diligently and continuously endeavors to cure such default, Landlord shall be entitled to such longer period of time as may be reasonably necessary to prosecute such cure to completion. If Landlord fails to remedy such default in the manner provided in the preceding sentences, then Tenant, upon an additional written notice to Landlord of such default, which notice specifies Tenant’s intent to cure in accordance with this Section 17.19 (or immediately in the event of an emergency where there is an imminent threat to life or property, in which instance no prior notice or cure period shall be required, but Tenant shall give Landlord notice of the same as soon as is reasonably practicable), shall have the right to remedy such default for the account of Landlord; provided that (i) the failure by Landlord to cure such default affects Tenant’s ability to conduct Tenant’s business in all or any portion of the Premises, (ii) the cure for such default shall affect only the Premises or a mechanical area in any other part of the Building outside of the Premises which services the Premises exclusively, and (iii) such cure shall not affect any Building Systems or areas up to the point of connection to the Premises. If Tenant performs any of Landlord’s obligations under this Lease, Landlord shall pay to Tenant the reasonable costs thereof, within 30 days after Landlord shall be given a statement as to the amounts of such costs, together with interest at the Interest Rate from the date incurred by Tenant until paid by Landlord. If Landlord fails to pay all or any part of such costs as required in accordance with the provisions of this Section 17.19, then the provisions of Section 7.02 shall apply, except that all references therein to “the Work Allowance” shall refer to “the amount due by Landlord

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to Tenant under Section 17.19”. Tenant’s rights under this Section 17.19 shall be in addition to, and not in lieu of, any other rights available to Tenant pursuant to the terms of this Lease as a result of any default by Landlord hereunder.
Section 17.20    Other Services. Except as expressly set forth in this Article 17 or as otherwise specifically provided in this Lease, Landlord shall have no obligation to provide any services to the Premises.
Article 18

BROKERS
Section 18.01    Designated Brokers. Landlord and Tenant each represents and warrants to the other that it has not dealt with any broker, finder or consultant in connection with this Lease other than Jones Lang LaSalle Brokerage Inc. representing Tenant (“Tenant’s Broker”), and Brookfield Financial Properties L.P., representing Landlord (such broker and Tenant’s Broker being collectively referred to as the “Brokers”). Landlord shall be responsible for any commission, fee or other compensation payable to the Brokers in connection with this Lease, pursuant to separate agreement.
Section 18.02    Indemnification. Landlord and Tenant shall each indemnify and hold harmless the other party from and against any and all claims, damages and costs (including reasonable attorneys’ fees and disbursements) incurred by such other party in connection with a breach or alleged breach of the indemnifying party’s representation and warranty (and, as applicable, covenant) contained in Section 18.01.
Section 18.03    Survival. The provisions of this Article 18 shall survive the termination or expiration of this Lease.
Article 19

RIGHT TO PERFORM TENANT’S COVENANTS
Section 19.01    Right to Perform Tenant’s Covenants. If Tenant fails to perform any of its obligations under this Lease, Landlord, any Superior Lessor or any Superior Mortgagee (each, a “Curing Party”) may perform the same at the expense of Tenant (payable by Tenant in accordance with Section 19.02) (a) immediately and without notice in the case of emergency or in case such failure interferes with the use of space by any other tenant in the Building or may result in a violation of any Legal Requirements or in a cancellation of any insurance policy maintained by Landlord and (b) in any other case if such failure continues beyond any applicable grace, notice or cure period.
Section 19.02    Reimbursement by Tenant. All reasonable and actual out-of-pocket sums paid by a Curing Party and all reasonable and actual out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by a Curing Party in connection with its actions pursuant to Section 19.01, together with interest thereon at the Default Rate from the respective dates that such Curing Party makes each such payment until the date of actual repayment

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to such Curing Party, shall be paid by Tenant to Landlord within 30 days after demand. Any payment or performance by a Curing Party pursuant to the foregoing provisions of this Article 19 shall not be nor be deemed to be a waiver or release of any breach or default of Tenant with respect thereto or of the right of Landlord to terminate this Lease, institute summary proceedings and/or take such other action as may be permissible hereunder if an Event of Default shall exist. In the proof of any damages which Landlord may claim against Tenant arising out of or by reason of Tenant’s failure to provide and keep insurance in force, Landlord shall not be limited to the amount of the insurance premium not paid, but Landlord also shall be entitled to recover, as damages for such breach, the uninsured amount of any loss and damage and the costs and expenses of suit, including reasonable attorneys’ fees and disbursements, suffered or incurred, which loss and damage and costs and expenses, was required to be insured against hereunder.
Article 20

EVENTS OF DEFAULT; REMEDIES
Section 20.01    Events of Default. The occurrence of any of the following events shall be an “Event of Default” hereunder:
(a)    If Tenant shall fail to pay any installment of any Base Rent or any installment of Additional Rent, or any part thereof, when the same shall be due and payable, and such failure shall continue for a period of 5 Business Days after notice from Landlord to Tenant of such default;
(b)    [Intentionally Omitted];
(c)