WTC/ GSA Lease From GSA FOIA

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EXECUTION COPY

GSA LEASE NO. GS-02B-15370PA LEASE NO. WA-004

AMENDED AND RESTATEDLEASE

between

WTC TOWER 1 LLC,a Delaware limited liability company

as Landlord

and

UNITED STATES OF AMERICA,acting by and through the

U.S. General Services Administration

as Tenant

Dated as of July 17, 2012

One World Trade CenterNew York, New York 10048

_______________________________________________________________________________________

THIS LEASE AND ALL DRAFTS OF THIS LEASE MAY CONTAIN CONFIDENTIAL AND SENSITIVEINFORMATION. CONFIDENTIAL TREATMENT IS REQUESTED UNDER ALL APPLICABLE LEGALREQUIREMENTS, INCLUDING THE PORT AUTHORITY’S FREEDOM OF INFORMATION POLICIESAND THE FREEDOM OF INFORMATION ACT, 5 U.S.C. § 552.

(b)(4), (b)(5)

(b)(4), (b)(5)

CONFIDENTIAL DOCUMENT

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TABLE OF CONTENTS

Page

ARTICLE 1 DEFINITIONS; PREMISES; TERM ............................................................. 1

ARTICLE 2 COMMENCEMENT OF TERM; ACCESS TO ANDPOSSESSION OF DEMISED PREMISES; COMPLETION OFTHE DEMISED PREMISES ....................................................................... 17

ARTICLE 3 RENT.......................................................................................................... 19

ARTICLE 4 PILOT PAYMENTS, TAX PAYMENTS, EXPENSEPAYMENTS, SITE-WIDE PAYMENTS .................................................... 25

ARTICLE 5 USE............................................................................................................. 47

ARTICLE 6 SERVICES AND EQUIPMENT ................................................................. 53

ARTICLE 7 ELECTRIC.................................................................................................. 67

ARTICLE 8 ASSIGNMENT, SUBLETTING, MORTGAGING...................................... 73

ARTICLE 9 SUBORDINATION, NON-DISTURBANCE, STATEMENTS OFLEASE........................................................................................................ 74

ARTICLE 10 ENTRY; RIGHT TO CHANGE PUBLIC PORTIONS OF THEBUILDING ................................................................................................. 77

ARTICLE 11 LAWS, ORDINANCES, REQUIREMENTS OF PUBLICAUTHORITIES........................................................................................... 81

ARTICLE 12 REPAIRS .................................................................................................... 82

ARTICLE 13 ALTERATIONS; FIXTURES ..................................................................... 88

ARTICLE 14................ 98

ARTICLE 15 NO LIABILITY; FORCE MAJEURE........................................................ 101

ARTICLE 16 THIRD PARTY CLAIMS; INSURANCE ................................................. 103

ARTICLE 17 DAMAGE BY FIRE OR OTHER CAUSE ................................................ 107

ARTICLE 18 CONDEMNATION................................................................................... 114

ARTICLE 19 INTENTIONALLY OMITTED................................................................. 116

ARTICLE 20 DISPUTES................................................................................................ 116

ARTICLE 21 COVENANT OF QUIET ENJOYMENT................................................... 117

ARTICLE 22 SURRENDER OF PREMISES.................................................................. 117

ARTICLE 23 DEFINITION OF LANDLORD ................................................................ 117

ARTICLE 24 NOTICES.................................................................................................. 118

ARTICLE 25 FAIR MARKET VALUE DETERMINATION.......................................... 119

ARTICLE 26 RULES AND REGULATIONS................................................................. 120

(b)(4), (b)(5)


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ARTICLE 27 BROKER .................................................................................................. 121

ARTICLE 28 COMPLIANCE WITH INFORMATION SECURITYHANDBOOK............................................................................................ 122

ARTICLE 29 EXISTING LEASE RELEASE.................................................................. 123

ARTICLE 30 WINDOW CLEANING............................................................................. 124

ARTICLE 31 CONSENTS.............................................................................................. 124

ARTICLE 32 MISCELLANEOUS.................................................................................. 124

ARTICLE 33 SUCCESSORS AND ASSIGNS................................................................ 132

ARTICLE 34 HAZARDOUS MATERIALS ................................................................... 132

ARTICLE 35 SHAFT SPACE......................................................................................... 133

ARTICLE 36 GOVERNING LAW ................................................................................. 134


ARTICLE 38 RENEWAL OPTIONS .............................................................................. 134


ARTICLE 40 TENANT ANTENNA ............................................................................... 139

ARTICLE 41 SIGNAGE; NAME OF BUILDING; ADDRESS ....................................... 145

ARTICLE 42 TENANT’S RECEPTION DESK AND STAFFING.................................. 147

ARTICLE 43 GENERAL CLAUSES .............................................................................. 149

ARTICLE 44 REPRESENTATIONS/CERTIFICATIONS .............................................. 156

ARTICLE 45 SMALL BUSINESS SUBCONTRACTING PLAN ................................... 156


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EXHIBITS

[EXHIBIT A CALCULATION OF COMMENCEMENT DATE]

EXHIBIT T INTENTIONALLY OMITTED

EXHIBIT V INFORMATION SECURITY HANDBOOK

EXHIBIT AA FORM OF TENANT’S STATEMENT OF LEASEEXHIBIT BB FORM OF LANDLORD’S STATEMENT OF LEASE

EXHIBIT DD COPY OF EXECUTED GSA FORM 3518

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b) (4)


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INDEX OF DEFINED TERMS

ABAAS ............................................................................................................. 2ADA.................................................................................................................. 2Additional Rent Budget.................................................................................. 151Adjacent Floor ................................................................................................. 53After Hours HVAC Service ............................................................................. 63Alterations ....................................................................................................... 88Ancillary Uses ................................................................................................. 48Antenna ......................................................................................................... 140Antenna License Fee Commencement Date.................................................... 141Antenna License Fee Expiration Date............................................................. 141Antenna Option.............................................................................................. 140Antenna Reservation Fee ............................................................................... 141Applicable Exhibiting Period ........................................................................... 78Approved Additional Rent Budget ................................................................. 151Approved R&M Budget................................................................................... 84Approved R&M Scope..................................................................................... 84Approved R&M Scope/Budget ........................................................................ 84Article 5 Government Occupants ..................................................................... 49Audit Dispute Notice ....................................................................................... 37Audit Period .................................................................................................... 37Basic Construction............................................................................................. 2Basic Construction Code.................................................................................... 2BID Charges ...................................................................................................... 2Broker ........................................................................................................... 121Building............................................................................................................. 2Building Common Areas.................................................................................... 2Building Non-Office Space ................................................................................ 3Building Office Space........................................................................................ 3Building Standards............................................................................................. 3Business Days.................................................................................................... 3Casualty Rent Abatement Date........................................................................... 4Casualty Termination Date............................................................................. 108Casualty Termination Payment....................................................................... 114CDA.................................................................................................................. 4Commencement Date......................................................................................... 4Commission Credit ........................................................................................ 121Commission Credit Notice ............................................................................. 122Common Freight Elevators .............................................................................. 54Comparable Buildings........................................................................................ 4Conde Lease ...................................................................................................... 4Condenser Water Notice .................................................................................. 65Confidential Information................................................................................ 129Consequential Damages ..................................................................................... 4Contract Disputes Act ........................................................................................ 4Contracting Officer ............................................................................................ 4Contractor...................................................................................................... 150CPI .................................................................................................................... 5Damage Statement ......................................................................................... 108Decorative Alterations ..................................................................................... 88


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Delivery Date .................................................................................................... 5Demised Premises.............................................................................................. 5Disclosing Party............................................................................................. 129DX Units ........................................................................................................... 5E Bank............................................................................................................. 53Election Notice .............................................................................................. 135Electrical Work................................................................................................ 70Elevator Specifications .................................................................................... 53Engineering Area............................................................................................... 5Environmental Laws ...................................................................................... 132Estimated Tax Statement.................................................................................. 45Estimated Tenant’s Expense Payment .............................................................. 34Excess GSA Restoration Costs....................................................................... 112Execution Date .................................................................................................. 6Executive Escalation...................................................................................... 117Exempt Employees .......................................................................................... 27Existing Lease ................................................................................................... 1Expense Base................................................................................................... 33Expense Base Period........................................................................................ 34Expense Base Statement .................................................................................. 35Expense Escalator............................................................................................ 34Expense Payment Estimate .............................................................................. 34Expense Statement........................................................................................... 36Expense Year................................................................................................... 34Expenses.......................................................................................................... 25Expiration Date.................................................................................................. 6Fair Market Value.......................................................................................... 135Final Basic Building Plans ................................................................................. 6Final Delivery Date............................................................................................ 6Final Offer Notice.......................................................................................... 138Final Phase ........................................................................................................ 6Final Tax Statement ......................................................................................... 45First Delivery Date............................................................................................. 6First Full Occupancy Year ............................................................................... 33First Phase ......................................................................................................... 6Fixed Rent ....................................................................................................... 19Fixtures............................................................................................................ 91Floor Plans......................................................................................................... 6FMV Determination Date................................................................................... 6FOI Policy ......................................................................................................... 6FOIA ................................................................................................................. 6Force Majeure ................................................................................................... 7Freight Operating Hours .................................................................................... 7Full Casualty Restoration Work ......................................................................... 7GAAP................................................................................................................ 8General Clauses ............................................................................................. 150Government Occupant Identification Notice..................................................... 49Governmental Authority .................................................................................... 8Gross Up Provisions ........................................................................................ 33GSA M&R Work............................................................................................. 84GSA M&R Work Costs ................................................................................... 84


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GSA Non-Recurring Work Invoice Review Period........................................... 23GSA R&M Work Costs Statement ................................................................... 85GSA Replacement Cost Coverage.................................................................. 112GSA Restoration Costs .................................................................................. 112GSA Restoration Work .................................................................................. 112Gubernatorial Review Legislation .................................................................. 128Hazardous Materials ...................................................................................... 132Holidays ............................................................................................................ 8HVAC ............................................................................................................. 55HVAC System ................................................................................................. 55Information Security Handbook ......................................................................... 8Initial Premises .................................................................................................. 8Initial R&M Period .......................................................................................... 84Initial Term........................................................................................................ 8Institutional Lender............................................................................................ 8Interest Rate....................................................................................................... 9Interim Loading Dock........................................................................................ 9Involuntary Discontinuance ............................................................................. 71JAMS Rules................................................................................................... 119Land .................................................................................................................. 9Landlord .......................................................................................................... 10Landlord Entity................................................................................................ 10Landlord GSA Non-Recurring Work Payment Request Notice ......................... 23Landlord Party ................................................................................................. 10Landlord’s Antenna Location Notice.............................................................. 145Landlord’s Architect ........................................................................................ 10Landlord’s Broker.......................................................................................... 121Landlord’s Cost ............................................................................................... 10Landlord’s Engineer......................................................................................... 11Lease ................................................................................................................. 1Lease Measurement Standard........................................................................... 11Legal Requirements ......................................................................................... 11Lessor............................................................................................................ 150Limited Casualty Restoration Work ................................................................. 11Main Lobby ..................................................................................................... 12Main Lobby Signage Thresholds.................................................................... 146Main Reception Desk Signage Thresholds...................................................... 148Material Alterations ......................................................................................... 88Milestone Date Agreements ............................................................................. 12Minimum Insurer Standards ........................................................................... 105Miscellaneous Lease Charge Audit Dispute Notice ........................................ 154Miscellaneous Lease Charge Audit Period...................................................... 154Miscellaneous Lease Charges......................................................................... 154Miscellaneous R&M Work Costs Invoice......................................................... 85Net Lease......................................................................................................... 12Net Lessor ....................................................................................................... 12Network........................................................................................................... 96New Antenna................................................................................................. 140Non-Base Building Condenser Water............................................................... 28Non-Disturbance Agreement............................................................................ 12Non-Includible Expense Item........................................................................... 25


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NYPA.............................................................................................................. 71Observation Deck ............................................................................................ 12Observation Deck Common Lobby .................................................................. 12Observation Deck Exclusive Lobby ................................................................. 12Occupancy Date............................................................................................... 13OFAC List ....................................................................................................... 13Offeror........................................................................................................... 150Offset Amount ............................................................................................... 101Offset Amount Cap........................................................................................ 101Offset Interest Rate .......................................................................................... 13Operating Hours .............................................................................................. 13Original Operating Hours................................................................................. 64Other Party .................................................................................................... 130Other Tenants Direct Service Improvements .................................................... 72Partial Occupancy Years .................................................................................. 35Partial Occupancy Years Overpayment ............................................................ 35Partial Occupancy Years Underpayment .......................................................... 35Penultimate Offer Notice ............................................................................... 137Phase ............................................................................................................... 13PILOT ............................................................................................................. 40PILOT Agreement ........................................................................................... 40PILOT Audit Dispute Notice............................................................................ 43PILOT Audit Period......................................................................................... 43PILOT Base Rate............................................................................................. 40PILOT Base Statement..................................................................................... 42PILOT Escalator .............................................................................................. 40PILOT Estimate Statement............................................................................... 42PILOT Rate ..................................................................................................... 40PILOT Semi-Annual Period............................................................................. 40PILOT Space ................................................................................................... 40PILOT Square Feet .......................................................................................... 41PILOT Statement ............................................................................................. 42Podium ............................................................................................................ 13Port Authority Captive ................................................................................... 106Port Authority Manual ..................................................................................... 13Premises ............................................................................................................ 5Prohibited Work .............................................................................................. 14Prohibited Work Floor ..................................................................................... 89Proposed Government Occupant ...................................................................... 48Proposed Government Occupant Objection Notice ........................................... 49QAD................................................................................................................ 14Quality Assurance Division.............................................................................. 14R&M Audit Period........................................................................................... 86Real Property................................................................................................... 14Reception Desk................................................................................................ 14Recurring Tenant Services ............................................................................. 151Recurring Tenant Services Statement ............................................................. 152Remeasurement Election Notice....................................................................... 21Renewal Commitment Deadline Date............................................................. 139Renewal Option ............................................................................................. 134Renewal Term ............................................................................................... 134


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Rent................................................................................................................. 14Rentable Square Feet ....................................................................................... 14REOA.............................................................................................................. 15Replacement Antenna .................................................................................... 144Routine Notice............................................................................................... 119RSF ................................................................................................................. 14RTS Audit Period .......................................................................................... 152Rules and Regulations...................................................................................... 15Self-Insure ..................................................................................................... 106Signage Specifications ................................................................................... 146Site-Wide Base Rate ........................................................................................ 25Site-Wide Rate................................................................................................. 25Specialty Alteration Demolition and Restoration Work .................................... 92Specialty Alterations........................................................................................ 15Subgrade A/B Lobby ....................................................................................... 16Subgrade Common Lobby ............................................................................... 16Substantial Completion .................................................................................... 16substantially complete...................................................................................... 16Superior Leases................................................................................................ 75Superior Lessor................................................................................................ 16Superior Mortgagee ......................................................................................... 16Superior Mortgages.......................................................................................... 75Supplemental Facilities .................................................................................... 68Supplemental Facilities ERIF........................................................................... 68Supplemental HVAC System ........................................................................... 64Tax Audit Dispute Notice ................................................................................ 46Tax Audit Period ............................................................................................. 46Tax Base Amount ............................................................................................ 41Tax Year.......................................................................................................... 41Taxes............................................................................................................... 41Temporary Rate ............................................................................................. 138Tenant ............................................................................................................. 16Tenant Direct Service Improvements................................................................ 72Tenant Entity ................................................................................................... 16Tenant Party .................................................................................................... 16Tenant’s Antenna Election Notice.................................................................. 145Tenant’s Broker ............................................................................................. 121Tenant’s Casualty Abatement Period................................................................ 16Tenant’s Communications Equipment .............................................................. 96Tenant’s Delay................................................................................................. 16Tenant’s Expense Payment .............................................................................. 34Tenant’s Expense Share ................................................................................... 34Tenant’s Lobby Staff ..................................................................................... 148Tenant’s PILOT Payment................................................................................. 42Tenant’s Prior Premises ..................................................................................... 1Tenant’s Property............................................................................................. 92Tenant’s Repairable Property ......................................................................... 107Tenant’s Sign................................................................................................. 145Tenant’s Site-Wide Payment ............................................................................ 39Tenant’s Supplemental Payment ...................................................................... 16Tenant’s Tax Payment ..................................................................................... 45


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Tenant’s Work ................................................................................................. 16Tenant’s Work Code........................................................................................ 16Tentative Expense Base ................................................................................... 35Termination Date ........................................................................................... 109TRIA ............................................................................................................... 16Usable Area ..................................................................................................... 17Wi-Fi............................................................................................................... 96Work Allowance.............................................................................................. 17Work Letter ..................................................................................................... 17World Trade Center ......................................................................................... 17


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AMENDED AND RESTATED INDENTURE OF LEASE (this “Lease”) dated as of this17th day of July, 2012 between WTC TOWER 1 LLC, a Delaware limited liability company, asLandlord, and the UNITED STATES OF AMERICA, acting by and through the U.S. General ServicesAdministration, as Tenant.

BACKGROUND OF THIS LEASE

A. The Port Authority of New York and New Jersey (together with any successorthereto, the “Port Authority”) and Tenant entered into a lease dated as of June 2, 1970 (said lease as thesame has been modified, amended, revised, restated or supplemented, the “Existing Lease”) with respectto certain premises (“Tenant’s Prior Premises”) known as The U.S. Customs Building and located at 6World Trade Center in the Borough of Manhattan, City, County and State of New York.

B. As a result of the terrorist attacks of September 11, 2001, all of the buildings,structures and improvements constituting the World Trade Center were destroyed.

C. The Building (as such term is hereinafter defined) is being constructed on aportion of the site where Tenant’s Prior Premises were located, and the Port Authority has authorizedLandlord to enter into this Lease in replacement of the Existing Lease.

D. Landlord is willing to lease to Tenant and Tenant is willing to hire fromLandlord, on the terms hereinafter set forth, certain space in the Building.

E. Landlord and Tenant are desirous of amending and restating the Existing Leasein its entirety upon the terms, covenants and conditions of this Lease.

AGREEMENT OF THE PARTIES

Landlord and Tenant hereby agree to amend and restate the Existing Lease in its entirety

, as follows:

W I T N E S S E T H:

ARTICLE 1

DEFINITIONS; PREMISES; TERM

1.01 Defined Terms. As used in this Lease, the following terms shall have thefollowing meanings (such meanings to be equally applicable to both the singular and plural forms of theterms defined):

“ABAAS” shall mean the Accessibility Standard under the Architectural Barriers Act of1968, 42 U.S.C.S. §§ 4151 et seq and any amendments thereto.

“ADA” shall mean the Americans with Disabilities Act, Title III, 42 U.S.C.S. §§ 12181-12189 and any amendments thereto.

(b)(4) and (b)(5)

(b)(4) and (b)(5)


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“Basic Construction” shall have the meaning set forth in the Work Letter. Subject to theterms of Section 10.4 of the Work Letter, Landlord represents that the Final Basic Building Plans are andif further amended shall continue to be consistent in all material respects with the description of BasicConstruction set forth in the Work Letter, it being agreed, however, to the extent there is any conflictbetween the Final Basic Building Plans and the description of Basic Construction set forth in the WorkLetter, the description of Basic Construction set forth in the Work Letter shall govern and control (or, ifthe conflict shall merely involve non-material differences, then Landlord in its reasonable discretion shalldesignate which of the foregoing items shall govern and control). It is the intention of Landlord andTenant that the terms of the prior sentence shall be fully applicable with respect to every reference in thisLease to the Final Basic Building Plans and Basic Construction.

“Basic Construction Code” shall have the meaning set forth in the Work Letter.

“BID Charges” shall mean all charges paid by Landlord with respect to the Real Propertyto any Governmental Authority or to Net Lessor on account of any business improvement district orsimilar charges or assessments.

“Building” shall mean that certain building known as One World Trade Center or 1World Trade Center (subject to the terms of Sections 41.01B and 41.02 of this Lease), which building islocated on the Land and shall be constructed substantially in accordance with the Final Basic BuildingPlans, excluding the portions thereof not leased to Landlord as described on Exhibit E hereto.

“Building Common Areas” shall mean all of the common facilities of the Building andthe Land designed and intended for use by tenants in the Building in common with Landlord and eachother, (b)(4), (b)(5), (b)(7F)


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“Building Non-Office Space” shall mean the entire Building other than the BuildingOffice Space. Landlord may in its sole and absolute discretion, at any time upon notice to Tenant (butwithout the consent of Tenant), convert Building Non-Office Space into Building Office Space, or viceversa, and, except as otherwise provided in this Lease, change the purposes for which the Building Non-Office Space may be used (subject to applicable Legal Requirements), in either case as may bedetermined by Landlord in its sole and absolute discretion; provided, however, that (i) Landlord’s right tomake physical changes to the Building Non-Office Space shall be subject to Section 10.04 of this Lease,and (ii) no conversion of Building Non-Office Space into Building Office Space, or vice versa, shallresult in an increase in Tenant’s Expense Payment.

“Building Office Space” shall mean the office space of the Building, which consists as ofthe Execution Date of thereof. Landlord may in its soleand absolute discretion, at any time upon notice to Tenant (but without the consent of Tenant), convertBuilding Office Space into Building Non-Office Space, or vice versa, in any manner determined byLandlord in its sole and absolute discretion; provided, however, that (i) no conversion of Building OfficeSpace to Building Non-Office Space shall result in an increase in Tenant’s Expense Payment, and (ii) nosuch conversion shall affect the Initial Premises.

“Building Standards” shall mean the Building standards set forth on Exhibit C attached tothis Lease.

“Business Days” shall mean Monday through Friday exclusive of Holidays.

[“Casualty Rent Abatement Date” shall mean the later of (x) the date on which the FullCasualty Restoration Work with respect to each applicable full floor of the Premises shall have beensubstantially completed and (y) the date on which a number of calendar days equal to the Tenant’sCasualty Abatement Period shall have elapsed following the substantial completion of the LimitedCasualty Restoration Work with respect to such full floor.]

“Commencement Date” shall mean the calendar date on which occurs the weightedaverage of the Delivery Dates with respect to all of the Phases (each of which Delivery Dates shall bedetermined in the manner set forth herein and in the Work Letter).

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5)

(b) (7)(F)


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“Comparable Buildings” shall mean first-class office buildings located in downtownManhattan that are comparable in quality to the Building.

“Conde Lease” shall mean that certain lease with respect to a portion of the Buildingdated as of between Landlord and asthe same may be assigned and/or amended from time to time.

“Consequential Damages” shall mean any incidental, consequential, indirect, punitive,speculative, special or exemplary damages, or damages on account of lost profits, unrealized expectationsor other similar claims.

“Contract Disputes Act” or “CDA” shall mean the Contract Disputes Act of 1978, 41U.S.C.S.§§ 601 et seq., and any amendments thereto.

“Contracting Officer” means a person with the authority to enter into, administer, modify,and/or terminate contracts (including this Lease, it being acknowledged that nothing in this sentence isintended to imply any right of Tenant to terminate this Lease) and make related determinations andfindings on behalf of the Tenant. The term includes certain authorized representatives of the ContractingOfficer acting within the limits of their authority as delegated by the Contracting Officer. Within ten (10)days following request of Landlord from time to time, Tenant shall provide a copy of the warrant or otherdocumentation reasonably satisfactory to Landlord evidencing the authority of any individual claimed byTenant to be a Contracting Officer with respect to this Lease.

“CPI” shall mean “The Consumer Price Index (New Series) (Base Period 1982-84=100)(all items for all urban consumers for New York-Northern New Jersey-Long Island, NY-NJ-CT-PA(CPI-U) Area)” as published by the Bureau of Labor Statistics of the United States Department of Laboror if the same is discontinued, a replacement index published by the Department of Labor or otherapplicable Governmental Authority, appropriately adjusted. In the event that the CPI is converted to adifferent standard reference base or otherwise revised, the determination of those increases provided forherein to be made with reference to the CPI shall be made with the use of such conversion factor, formulaor table for converting the CPI as may be published by the Bureau of Labor Statistics or, if said Bureaushall not publish the same, then with the use of such conversion factor, formula or table as may bepublished by Prentice Hall, Inc., or any other nationally recognized publisher of similar statisticalinformation reasonably designated by Landlord. If the CPI ceases to be published, and there is nosuccessor thereto, such other index as Landlord shall reasonably designate and is then generally using forcomparable purposes in other leases in the Building shall be substituted for the CPI.

“Delivery Date” shall have the meaning set forth in the Work Letter

“Demised Premises” or “Premises” shall mean the Initial Premises and any additionalspace in the Building leased by Tenant, taking into account any reduction in the space comprising theDemised Premises. [Notwithstanding anything herein to the contrary, all core toilet rooms and serviceelevator corridors located on any floor(s) of the Building on which Tenant shall lease all of the leasablearea shall be deemed to be part of the Premises and Tenant’s Repairable Property for all purposes of thisLease other than Articles 16 and 17 (and for purposes of Articles 16 and 17 of this Lease core toilet roomsand service elevator corridors shall constitute Basic Construction); provided, however, that themaintenance and repair of such areas may be performed on behalf of Tenant by Landlord at Tenant’sexpense in accordance with Section 12.03 of this Lease.]

“DX Units” shall have the meaning set forth in the Work Letter.

(b) (4) (b) (4)


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“Execution Date” shall mean the date upon which this Lease is fully executed andunconditionally delivered by both parties to this Lease, regardless of whether the period for thegubernatorial veto as set forth in Section 32.13A of this Lease shall have expired.

[“Expiration Date” shall mean the day preceding the twentieth (20th) anniversary ofthe Commencement Date (or the date upon which the term of this Lease shall sooner terminatepursuant to any of the terms of this Lease).]

“Final Basic Building Plans” shall have the meaning set forth in the Work Letter.

[“Final Delivery Date” shall mean the Delivery Date with respect to the Final Phasewhich Delivery Date shall be determined in the manner set forth herein and in the Work Letter (or thelatest Delivery Date of the floors thereof if (i) the Final Phase consists of more than one (1) full floor ofthe Building Office Space and (ii) such full floors shall have different Delivery Dates in accordance withthe applicable terms herein and in the Work Letter).]

“Final Phase” shall have the meaning set forth in the Work Letter.

[“First Delivery Date” shall mean the Delivery Date with respect to the First Phase,which Delivery Date shall be determined in the manner set forth herein and in the Work Letter (or thefirst Delivery Date of the floors thereof if (i) the First Phase consists of more than one (1) full floor of theBuilding Office Space and (ii) such full floors shall have different Delivery Dates in accordance with theapplicable terms herein and in the Work Letter).]

“First Phase” shall have the meaning set forth in the Work Letter.

“Floor Plans” shall mean the floor plans with respect to the Initial Premises annexed tothis Lease as Exhibit D and made a part of this Lease,

“FMV Determination Date” shall mean the latest applicable date upon which Tenant ispermitted to deliver to Landlord an Election Notice with respect to the Premises pursuant to the terms ofArticle 38 of this Lease.

“FOI Policy” shall mean the Port Authority’s Freedom of Information policies as setforth by the Commissioners of the Port Authority from time to time.

“FOIA” shall mean The Freedom of Information Act, 5 U.S.C. § 552, as the same hasbeen or may hereafter be modified from time to time.

“Force Majeure”

(b) (7)(F)

(b) (7)(F)

(b) (7)(F)


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“Full Casualty Restoration Work” shall mean all repair and restoration work to theDemised Premises (other than Tenant’s Repairable Property) and the Building (including BasicConstruction) that shall be required following a casualty so that the Demised Premises (other thanTenant’s Repairable Property) and the Building shall be repaired and restored to substantially the samecondition as existed prior to the damage (including Basic Construction inclusive of core restrooms on thefloors on which the Premises are located).

“GAAP” shall mean generally accepted accounting principles (consistently applied).

“Governmental Authority” shall mean the United States of America (in its governmentalcapacity and not in its capacity as an occupant of the Building), the State of New York, the State of NewJersey, the City of New York, and the Port Authority and any political subdivision, agency, department,commission, board, bureau or instrumentality thereof and any of the foregoing, now existing or hereaftercreated, having jurisdiction over the Building and/or the Land or any portion thereof or the curbs,sidewalks, and areas adjacent thereto, other than the Port Authority in its capacity as an occupant of theBuilding, the owner of the Land, the lessor under the Net Lease, or a member of the limited liabilitycompany constituting Landlord hereunder (as contrasted with its governmental capacity).

(b) (7)(F)

(b) (7)(F)


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“Holidays” shall mean all Building Service Employees Union Contract holidays ofgeneral applicability to all employees.

“Information Security Handbook” shall mean the Information Security Handbook issuedby the Port Authority, as the same may be modified or supplemented from time to time without theapproval of Tenant; provided that all such modifications and supplements shall be applicable to all officetenants of the World Trade Center. A copy of the current edition of the Information Security Handbook isattached to this Lease as Exhibit V.

[“Initial Term” shall mean the initial term of this Lease commencing on the FirstDelivery Date and ending on the twentieth (20th) anniversary of the day preceding theCommencement Date occurs, or such sooner date as this Lease shall terminate pursuant to any ofthe terms of this Lease.]

“Institutional Lender” shall mean (a) a savings bank, a savings and loan association, acommercial bank or trust company (whether acting individually or in a fiduciary capacity), (b) aninsurance company organized and existing under the laws of the United States or any state thereof, a realestate investment trust (or an umbrella partnership or other entity of which a public real estate investmenttrust is the majority owner), (c) a religious, educational or eleemosynary institution, a governmentalagency, body or entity, an employee benefit, pension or retirement plan or fund, (d) a commercial creditcorporation (such as , (e) aninvestment bank, (f) a commercial bank or trust company acting as trustee or fiduciary of various pensionfunds or tax-exempt funds, or as trustee (or performing functions equivalent to those of a trustee) inconnection with the issuance of any bonds or any other debt financing (securitized or otherwise), or asubtrustee (or performing functions equivalent to those of a trustee) of any such commercial bank or trustcompany acting as such trustee (or performing functions equivalent to those of a trustee) or (g) a specialpurpose corporation or other entity established for the purpose of securitized financing that is ownedwholly by any other Institutional Lender or Institutional Lenders, or a corporation or other entity that isowned wholly by any other Institutional Lender or any trust or other securitization vehicle having atrustee of the type described in clause (f) or any combination of the foregoing; provided that each of theabove entities referred to in clauses (a) through (g), or any combination of such entities, shall qualify asan Institutional Lender only if each such entity (1) is subject to (i) the jurisdiction of the courts of theState of New York in any actions and (ii) the supervision of (A) the Comptroller of the Currency or theDepartment of Labor of the United States or the Federal Home Loan Bank Board or the InsuranceDepartment or the Banking Department or the Comptroller of the State of New York, or the Board ofRegents of the University of the State of New York, or the Comptroller of New York City or anysuccessor to any of the foregoing agencies or officials, (B) any agency or official exercising comparablefunctions on behalf of any other state within the United States, (C) in the case of a commercial creditcorporation, an investment bank or a real estate investment trust, the laws and regulations of the state ofits incorporation or other formation, or (D) any federal, state or municipal agency or public benefitcorporation or public authority advancing or insuring mortgage loans or making payments that, in any

(b) (7)(F)

(b) (7)(F)


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6316842v.1

manner, assist in the financing, development, operation and maintenance of improvements; and (2) shallhave a net worth of not less than and net assets of not less than

“Interim Loading Dock” shall have the meaning set forth in the Work Letter.

[“Interest Rate” shall mean, for any period of time during the term of this Lease,percent per annum above the then published annual prime interest rate upon unsecured loans of

ninety (90) days charged by (or (a) , if shall notthen have an announced prime rate or (b) another national bank reasonably designated by Landlord, ifneither nor shall then have an announced prime rate) on loans of ninety(90) days. Notwithstanding any other provision of this Lease to the contrary, the obligation of the Tenantto pay interest (including the applicable rate) shall be only as provided for in Section 23 of the GeneralClauses and in the Work Letter and in Sections 3.01(b)(iv), 3.03, 4.02D(3), 12.03C, and 43.04B hereof.]

“Land” shall mean the land described on Exhibit E annexed to this Lease and made a partof this Lease, in the Borough of Manhattan, City, County and State of New York.

“Landlord” shall mean WTC Tower 1 LLC, a Delaware limited liability company, and itssuccessors and assigns.

“Landlord Entity” shall mean Landlord and its constituent members, and any affiliates ofLandlord or of any such member.

“Landlord Party” shall mean any of Landlord, any Landlord Entity, and each of theirrespective direct and indirect partners, officers, shareholders, directors, members, trustees, beneficiaries,employees, principals, contractors, licensees, agents and representatives.

“Landlord’s Architect” shall mean or another architectselected by Landlord to design the Building, provided that Landlord shall deliver notice to Tenant of anysuch selection of another architect.

[“Landlord’s Cost” shall mean, in connection with the performance by Landlord of anywork or service provided to Tenant pursuant to the terms of this Lease for which, under the terms of thisLease, Tenant is required to pay Landlord’s Cost:

(a) in the case of any work or service provided by Landlord to Tenant pursuant tothe Work Letter, as provided for in the Work Letter, or

(b) in the case of any work or service performed by Landlord’s employees (or theemployees of a Landlord Entity or the employees of Landlord’s managing agent),the amounts set forth on Exhibit CC annexed hereto, or, if the charge for suchwork or services is not set forth on Exhibit CC, an amount agreed to in writingfrom time to time between Landlord and Tenant, or

(c) in case of any work or service performed by an independent contractor workingfor Landlord (or for a Landlord Entity or for Landlord’s managing agent), (1) theamount or amounts paid to such independent contractor in respect of such workor service,

(b)(4), (b)(5) (b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5) (b)(4), (b)(5) (b)(4), (b)(5)

(b)(4), (b)(5) (b)(4), (b)(5)

(b) (4)

(b) (4)


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“Landlord’s Engineer” shall have the meaning set forth in the Work Letter.

“Legal Requirements” shall mean any and all present and future laws, rules, orders,ordinances, regulations, statutes, requirements, code, executive orders, and any judicial interpretationsthereof, extraordinary as well as ordinary, of all Governmental Authorities (including the ADA, [ABAAS(but only if and to the extent Tenant’s Work is to be designed and constructed in accordance withABAAS pursuant to the Work Letter], it being acknowledged that (i) the Basic Construction is beingdesigned and constructed in accordance with ADA as more particularly described in Schedule 7 to theWork Letter [but not in accordance with ABAAS], and (ii) in all events Tenant’s Work and anyAlterations must be performed in accordance the Port Authority Manual), the Port Authority Manual andany memoranda and letter agreements between the Port Authority and the New York City FireDepartment, the New York City Police Department and the New York City Department of Buildings, andall rules, regulations and government orders with respect thereto and any of the foregoing relating toenvironmental matters, Hazardous Materials, public health and safety matters, and any fire ratingorganizations or insurance entities performing substantially similar functions to the New York Board ofUnderwriters and the New York Fire Insurance Rating Organization (while such organizations were inexistence), in each case, affecting the Real Property or the Demised Premises or the maintenance, use oroccupation thereof, or any street or sidewalk comprising a part of or in front thereof or any vault in orunder the Real Property. Notwithstanding anything in this Lease or the Work Letter to the contrary,Landlord and Tenant agree that for all purposes of this Lease and the Work Letter, (a) each referenceherein and therein to the term “Legal Requirements” with respect to all Alterations and with respect toTenant’s Work shall refer to Tenant’s Work Code (as opposed to the Basic Construction Code), and (b)each reference herein and therein to the term “Legal Requirements” with respect to Basic Constructionshall refer to the Basic Construction Code (as opposed to Tenant’s Work Code).

“Lease Measurement Standard” means the Real Estate Board of New YorkRecommended Method of Floor Measurement for Office Buildings, effective January 1, 1987 and assubsequently amended in 2003 as if such floor were a single tenant floor.

“Limited Casualty Restoration Work” shall mean all repair and restoration work to theDemised Premises (other than Tenant’s Repairable Property) and the Building that shall be requiredfollowing a casualty so that Tenant and its contractors (which contractors may include Landlord and itscontractors if and to the extent that Landlord is performing GSA Restoration Work pursuant to Section17.08) shall be reasonably able in accordance with good construction practice to perform theirconstruction, repair and restoration work to Tenant’s Repairable Property (e.g., reasonable access to thedamaged portions of the Demised Premises for the delivery of contractors’ work materials and access bycontractors’ employees and the delivery of all required services thereto solely for the performance ofconstruction, repairs, restoration and other services in connection therewith, including the operation andtesting of systems). The Limited Casualty Restoration Work shall not include repair or restoration workto the core bathrooms.

(b) (4)

(b) (7)(F)


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“Milestone Date Agreements” shall mean agreements in recordable form stating, amongother things, as applicable, the Delivery Dates, the Commencement Date, the Expiration Date, thecommencement and expiration dates of each Renewal Term, and/or the date by which each RenewalOption must be exercised (and other dates, obligations or rights of the parties which may be affected bythe determination of such dates).

“Named Tenant” shall mean the Tenant initially named in this Lease (i.e., the UnitedStates of America, acting by and through the U.S. General Services Administration).

“Net Lease” shall mean that certain Second Amended and Restated Agreement of Lease,dated as of July 16, 2001, by and between the Port Authority, as lessor, and Landlord, as lessee, as thesame may hereafter be modified, amended, revised, restated or supplemented from time to time.

“Net Lessor” shall mean the Port Authority, or any successor thereto, in either case in itscapacity as owner and lessor under the Net Lease.

“Non-Disturbance Agreement” shall mean a subordination, attornment and non-disturbance agreement duly executed and acknowledged by a Superior Mortgagee or Superior Lessor, asthe case may be, and Tenant, in recordable form, and on either (i) the forms of Non-DisturbanceAgreement annexed to this Lease as Exhibits G and H, respectively or (ii) the Superior Mortgagee’s orSuperior Lessor’s (as the case may be) then-standard form of non-disturbance agreement, [provided suchform shall be not less favorable to Tenant in any material respect than the forms of Non-DisturbanceAgreement annexed to this Lease as Exhibits G and H, respectively.]

[“Occupancy Date” shall mean, with respect to each Phase, the date on or after the TPTODate (as such date is defined in the Work Letter) for such Phase upon which Tenant first opens for theconduct of business therein, it being expressly understood that (a) if a Phase consists of more than one (1)full floor of the Building Office Space, the Occupancy Date shall be deemed to have occurred hereunderwith respect to each full floor of such Phase upon the date that Tenant first opens for the conduct ofbusiness in each such full floor, and (b) the Occupancy Date shall be deemed to have occurred hereunderwith respect to any full floor of the Initial Premises upon the date that Tenant first opens for the conductof business in any portion thereof.]

(b) (7)(F)

(b) (7)(F)

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“OFAC List” shall mean the list of specially designated nationals and blocked personssubject to financial sanctions that is maintained by the U.S. Treasury Department, Office of ForeignAssets Control and accessible through the website of the U.S. Treasury Departmentwww.treas.gov/ofac/t11sdn.pdf or any other similar list maintained by the U.S. Treasury Department,Office of Foreign Assets Control pursuant to any authorizing statute, executive order or regulation.

[“Offset Interest Rate” shall mean the Renegotiation Board Interest Rate referred to inSection 23 of the General Clauses (Prompt Payment).]

“Phase” shall have the meaning set forth in the Work Letter.

“Port Authority Manual” shall mean, collectively, (i) the Tenant Construction ReviewManual dated March 2003 with respect to Basic Construction and December 2008 with respect toAlterations by Tenant (including Tenant’s Work), (ii) the Tenant Construction and Alteration ProcessManual dated August, 2011, (iii) World Trade Center Site Rules and Regulations effective October, 2009,and (iv) the Security Guidelines

. Landlord represents andwarrants to Tenant that Landlord has heretofore provided to Tenant a true and complete copy of the PortAuthority Manual as of the Execution Date.

“Prohibited Work” shall mean any Alterations creating excessive noise or fumes,including any Alteration(s) involving (a) demolition; (b) cutting, trenching, chopping and drilling of floorslabs; (c) shooting fasteners into slab, floor or overhead; (d) spraying of paint or other coatings; (e)disconnects or shutdowns affecting other tenants or other parts of the Building; (f) burning or welding ofsteel which causes fumes to be transmitted to other parts of the Building; or (g) the use of air-hammers orconcrete saws, together with any other Alterations so designated in Exhibit C attached to this Lease.

“Quality Assurance Division” or “QAD” shall mean, collectively, the departmentsand/or divisions within the Port Authority (as set forth in the Port Authority Manual) that are responsiblefor certain aspects of compliance with the Port Authority Manual and compliance with LegalRequirements.

“Real Property” shall mean, collectively, the Building, the Land and the rights andeasements appurtenant thereto.

(b)(4), (b)(5), (b)(7F),

(b) (7)(F)

(b) (7)(F)

(b) (7)(F)


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“Rent” shall mean all Fixed Rent, additional rent or other charges payable under thisLease (including Tenant’s Site-Wide Payment, Tenant’s Expense Payment, Tenant’s PILOT Payment,and Tenant’s Tax Payment).

“Rentable Square Feet” or “RSF” shall mean the rentable square feet of the BuildingOffice Space (including the Initial Premises) determined by calculating the Usable Area of each floor ofthe Building Office Space and then by dividing by (0.73) seventy-three one hundredths (i.e. using a lossfactor from rentable to usable for a full office floor of 27%).

“REOA” shall mean that certain Reciprocal Easement and Operating Agreement of theby and among the Port

Authority, and , as the same may be amended, modified,revised or supplemented from time to time.

“Rules and Regulations” shall mean, collectively, (i) the Rules and RegulationsRegarding Alterations and Building Standards attached to this Lease as Exhibit C, and (ii) the Rules andRegulations attached to this Lease as Exhibit N (unless the context refers specifically to only Exhibit C orExhibit N), in either case as the same may be revised in accordance with Article 26 of this Lease.

(b)(4), (b)(5), (b)(7F),(b) (4) (b) (4)

(b) (7)(F)

(b)(4), (b)(5), (b)(7F)


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“Substantial Completion” or “substantially complete” shall have the meaning set forth inthe Work Letter.

“Superior Lessor” shall mean the lessor under a Superior Lease.

“Superior Mortgagee” shall mean the holder of a Superior Mortgage.

“Tenant” shall mean Named Tenant, and, if this lease is assigned as permitted hereby,each and every assignee of this Lease.

“Tenant Entity” shall mean the Named Tenant and any Article 5 Government Occupants.

“Tenant Party” shall mean any of Tenant, any Tenant Entity, any subtenant, assignee orother occupant of the Premises, and each of their respective direct and indirect partners, officers,shareholders, directors, members, trustees, beneficiaries, employees, principals, contractors, licensees,agents and representatives.

[“Tenant’s Casualty Abatement Period” shall mean a period of , ifthe damaged portion of the Premises consists solely of all or a material portion of orfewer in the aggregate, and (b) if the damaged portion of the Premises consists solely ofall or a material portion of more than (or the equivalent amount of aggregate RSF) inthe aggregate.]

“Tenant’s Delay” shall have the meaning set forth in the Work Letter.

“Tenant’s Supplemental Payment” shall have the meaning set forth in the Work Letter.

“Tenant’s Work” shall have the meaning set forth in the Work Letter.

“Tenant’s Work Code” shall have the meaning set forth in the Work Letter.

“TRIA” shall mean the Terrorism Risk Insurance Act of 2002, as extended and amendedpursuant to the Terrorism Risk Insurance Program Reauthorization Act of 2007, and as further extendedand amended from time to time.

“Usable Area” shall mean the usable area of each floor of the Building Office Spacecalculated in accordance with the Lease Measurement Standard.

(b)(4), (b)(5), (b)(7F)

(b) (7)(F)

(b) (7)(F)

(b)(4), (b)(5)(b)(4), (b)(5)

(b)(4), (b)(5)(b)(4), (b)(5)


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“Vantone Lease” shall mean that certain lease with respect to a portion of the Buildingdated as of and , as thesame may be assigned and/or amended from time to time.

“Work Allowance” shall have the meaning set forth in the Work Letter.

“Work Letter” shall mean the work letter attached to this Lease and made a part of thisLease as Exhibit J.

“World Trade Center”

1.02 Leasing of the Demised Premises. Landlord hereby leases to Tenant and Tenanthereby hires from Landlord the Demised Premises, and all fixtures, improvements and betterments ownedor leased by Landlord which, at any time during the term of this Lease, are attached to or installed in theDemised Premises.

The leasing of the Demised Premises by Tenant shall include the right of Tenant toaccess and use the Building Common Areas in common with other tenants in the Building (subject to theterms of Section 32.21 of this Lease), subject to such restrictions, rules, regulations, securityarrangements and charges (if any) as are provided for in this Lease.

TO HAVE AND TO HOLD unto Tenant, its successors and permitted assigns, for theterm of this Lease, YIELDING AND PAYING the rents and additional rents hereinafter set forth, all onthe covenants, conditions and agreements hereinbefore and hereinafter stated.

ARTICLE 2

COMMENCEMENT OF TERM; ACCESS TO AND POSSESSIONOF DEMISED PREMISES; COMPLETION OF THE DEMISED PREMISES

2.01 Commencement of Term. The term of this Lease shall commence on the FirstDelivery Date. The payment of Fixed Rent and additional rent (other than charges for work, electricity,elevators and other utilities, materials and services as set forth in the Work Letter) shall commence on theDelivery Date with respect to each Phase (or each full floor thereof, as the case may be); provided,however, that if any such Delivery Date is not a business day then the Fixed Rent and additional rent withrespect to such Phase (or floor) shall commence on the next business day.

2.02 Performance of Basic Construction and Tenant’s Work. After the ExecutionDate, Landlord shall diligently complete Basic Construction and Tenant’s Work upon and subject to theterms of the Work Letter.

2.03 Access by Tenant. Tenant shall have the right to access, use and perform work ineach Phase prior to the respective Delivery Date applicable thereto, but only to the extent provided in, andupon and subject to the applicable terms of, the Work Letter.

2.04 Milestone Date Agreement. Promptly after the occurrence of any Delivery Date,Landlord and Tenant, at Landlord’s or Tenant’s request, will execute a Milestone Date Agreement withrespect thereto. Promptly after the occurrence of all Delivery Dates, Landlord and Tenant, at Landlord’s

(b) (4)(b) (4)

(b) (7)(F)


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or Tenant’s request, will execute a Milestone Date Agreement with respect to each Delivery Date, theCommencement Date, the Expiration Date, and the commencement and expiration dates of each RenewalTerm. Tenant’s or Landlord’s failure or refusal to sign the same shall in no event affect the determinationof such dates in accordance with the terms of this Lease.

2.05 Section 223 Waiver. The parties agree that Tenant expressly waives any right torescind this Lease under Section 223-a of the New York Real Property Law or under any present or futurestatute of similar import then in force and the right to recover any damages, direct or indirect, which mayresult from Landlord’s failure to timely deliver possession of any portion of the Demised Premises, itbeing agreed that any such failure on Landlord’s part may nonetheless give rise to certain remedies to theextent expressly provided in the Work Letter. Tenant agrees that the provisions of this Section areintended to constitute “an express provision to the contrary” within the meaning of said Section 223-a tothe extent herein provided.

ARTICLE 3

RENT

3.01 Fixed Rent. [A. During the term of this Lease but subject to the terms of theWork Letter, Tenant agrees to pay to Landlord an annual fixed minimum rent, exclusive of anySupplemental Facilities ERIF, in lawful money of the United States, in the following amounts(collectively, the “Fixed Rent”):

(i) $59.00 per RSF for each Phase of the Initial Premises, from and after theDelivery Date with respect to each Phase (or each full floor thereof, as the case may be) through andincluding the day immediately prior to the anniversary of the Commencement Date;

(ii) $64.00 per RSF of the Initial Premises commencing upon theanniversary of the Commencement Date through and including the day immediately prior to the

anniversary of the Commencement Date;

(iii) $69.00 per RSF of the Initial Premises commencing upon theanniversary of the Commencement Date through and including the day immediately prior to the

anniversary of the Commencement Date;

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5) (b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)


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(iv) $74.00 per RSF of the Initial Premises commencing upon thethe Initial

Term; and

(v) for each Renewal Term which may become effective pursuant to Article38, Fixed Rent in such amounts as are determined pursuant to the terms of Article 38.]

B. (i)

(b)(4), (b)(5)

(b)(4), (b)(5)


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(ii) [Tenant shall have the right to perform a physical remeasurement of theRSFs and Usable Areas listed on Exhibit K with respect to either the entire Premises or the entireBuilding Office Space (as elected by Tenant in its Remeasurement Notice, hereinafter defined) providedthat Tenant notifies Landlord of such election on or before either

or, time being of the essence with respect to such dates. Landlord

shall have the right to perform a physical remeasurement of the RSFs and Usable Areas listed on ExhibitK with respect to the entire Building Office Space provided that Landlord notifies Tenant of such electionprior to If either party timely notifies the other party of its election to perform aphysical remeasurement pursuant to the preceding two (2) sentences (either such notice, a“Remeasurement Election Notice”), then such remeasurement shall be performed on a date or datesreasonably designated by Landlord at the expense of the party giving the Remeasurement Election Noticeby (x) in the case of a remeasurement of the entire Building Office Space (whether initiated by Landlordor Tenant), a reputable, independent architectural firm having at least ten (10) years experience in themeasurement of office space in Comparable Buildings selected by Landlord and reasonably acceptable toTenant, and (y) in the case of a remeasurement of the entire Premises, a reputable, independentarchitectural firm having at least ten (10) years experience in the measurement of office space inComparable Buildings selected by Tenant and reasonably acceptable to Landlord. In no event shall theRSF or Usable Area of the Premises be reduced to the extent that such reduction is as a result of changesto the Premises caused by Additional Work. Any physical remeasurement must be performed on the dateor dates so designated by Landlord and the results thereof delivered to Landlord and Tenant no later than

thereafter, time being of the essence. If such physical remeasurement results in anyincreases or decreases to the RSFs or Usable Areas set forth on Exhibit K, the parties shall promptlyexecute and deliver an agreement confirming such changes (and the effect of Section 3.01B(iii) ifapplicable), but the failure of the parties to execute and deliver such an agreement shall not prevent thechanges (or Section 3.01B(iii)) from taking effect. Notwithstanding the foregoing, if Tenant electspursuant to its Remeasurement Election Notice to remeasure only the entire Premises (and not the entireBuilding Office Space), Tenant shall be deemed to have waived the right to challenge Landlord’sdetermination of Tenant’s Expense Share set forth on Exhibit K (as the same may be revised by Landlordfrom time to time in accordance with Section 3.01B(i)), irrespective of whether the Useable Area and/orRSF of the Premises are reduced as a result of any such remeasurement by Tenant.]

(iii)

(iv) [Landlord and Tenant each confirm that the definitions of the term“RSF” and “Usable Area” are binding on the parties and shall be used in making all measurements andcalculations under this Section 3.01B, and neither party shall utilize for such purposes either a differentinterpretation of the terms “RSF” and “Usable Area” than the definitions provided herein or a differentmethod of conversion from RSF to Usable Area than the manner provided herein.

(v)

(b)(4), (b)(5) (b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)


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C. Fixed Rent shall be payable in equal monthly installments in arrears. Themonthly installment for any month during the term shall be payable on the first Business Day of the nextmonth, except that (i) in the event that a Delivery Date shall occur on the 15th or any earlier day of acalendar month, the first installment of Fixed Rent with respect to the Phase (or full floor thereof) towhich such Delivery Date relates shall be due on the first Business Day of the month following themonth in which such Delivery Date shall occur, and (ii) in the event that a Delivery Date shall occurafter the 15th of a calendar month, the first installment of Fixed Rent with respect to the Phase (or fullfloor thereof) to which such Delivery Date relates shall be due on the first Business Day of the secondmonth following the month in which such Delivery Date shall occur, which first installment shall includea prorated payment of Fixed Rent for the month in which such Delivery Date occurred together with theentire monthly installment of Fixed Rent for the month following the month in which such Delivery Dateoccurred. If the Delivery Date for any Phase (or any full floor thereof, as the case may be) is other thanthe first day of a calendar month, the Fixed Rent in respect of such Phase, or full floor, for such calendarmonth shall be prorated on a per diem basis.

D. All payments under this Lease (including all payments of Fixed Rent andadditional rent) shall be made by electronic funds transfer in accordance with the procedures set forth inSection 24 of the General Clauses (Electronic Funds Transfer Payment).

3.02 Additional Rent. (i) All adjustments of Rent, costs, charges and expenses whichTenant is obligated to pay to Landlord pursuant to this Lease shall be deemed additional rent whichTenant covenants to pay when due. In the event of nonpayment, Landlord shall have all the rights andremedies with respect thereto as is herein provided for in case of nonpayment of Fixed Rent.

(ii) [If no other period for payment of additional rent is provided for in thisLease, same shall be payable when due in accordance with Section 23 of the General Clauses.Notwithstanding the provisions of Section 23(a)(2) of the General Clauses, Tenant shall use reasonableefforts to expedite the payment of all recurring or frequent additional rent, including, without limitation,payments for electricity, supplemental cleaning, overtime and supplemental HVAC services as providedin Section 43.05 of this Lease, and maintenance and repairs performed by Landlord pursuant to Section12.03 of this Lease.]

(iii)

(b)(4), (b)(5)

(b)(4), (b)(5)


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3.03 Rent Control. If any of the Rent payable under the terms of this Lease shall be orbecome uncollectible, reduced or required to be refunded because of any rent control, federal, state orlocal law, regulation, proclamation or other Legal Requirement not currently in effect, Tenant shall enterinto such agreement(s) and take such other steps (without additional expense to Tenant, the accelerationof any expense by Tenant or any other adverse effect on Tenant) as Landlord may reasonably request andas may be legally permissible to permit Landlord to collect the maximum rent which, from time to time,during the continuance of such legal rent restriction may be legally permissible (and not in excess of theamounts then reserved therefor under this Lease). Upon the termination of such legal rent restriction, (a)the Fixed Rent and additional rent shall become and shall thereafter be payable in accordance with theamounts reserved herein for the periods following such termination and (b) Tenant shall promptly pay infull to Landlord (or, at Tenant’s option, over a period of two (2) years in equal monthly installments withinterest at the Interest Rate), unless expressly prohibited by applicable Legal Requirements, an amountequal to (i) rentals which would have been paid pursuant to this Lease but for such legal rent restrictionless (ii) the rent actually paid by Tenant during the period such legal rent restriction was in effect.

3.04

3.05 [Fixed Rent Credits for Initial Premises. Tenant shall be entitled to certaincredits against the Fixed Rent payable in respect of the Initial Premises (and only the Initial Premises), asfollows:

A. If the Delivery Date with respect to any Phase (or any full floor thereof, as thecase may be) of the Initial Premises occurs during the calendar year , then, eachinstallment of Fixed Rent payable with respect to such Phase (or such full floor thereof, as the case maybe) of the Initial Premises and allocable to the calendar year shall be reduced bybefore deducting any credit to which Tenant is entitled pursuant to Sections 3.05C and/or 27.02 of thisLease).

B. Tenant shall receive a credit against the Fixed Rent payable in respect of theInitial Premises in the amounts, and allocable to the periods, set forth below:

(i)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5) (b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)


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(ii)

(iii)

C.

3.06 All Rent shall be payable by Tenant to Landlord without demand (except asspecifically provided in this Lease) and without offset, setoff, reduction, counterclaim and/or deduction(except as otherwise expressly provided in this Lease and except for any setoff rights under federal lawwhich Tenant is not permitted by federal law to waive, Tenant hereby acknowledging that to the extentTenant is permitted under federal law to waive any offset rights, Tenant is hereby waiving same to theextent not expressly set forth in this Lease).

ARTICLE 4

PILOT PAYMENTS, TAX PAYMENTS, EXPENSE PAYMENTS, SITE-WIDE PAYMENTS

4.01 General. In addition to the Fixed Rent hereinbefore set forth, Tenant shall pay toLandlord, as additional rent, at the times and in the manner hereinafter set forth, (a) Tenant’s ExpensePayments, (b) Tenant’s Site-Wide Payments, (c) Tenant’s PILOT Payments, and (d) to the extent samebecome applicable in accordance with Section 4.05G of this Lease, Tenant’s Tax Payments.

4.02 Certain Defined Terms. For the purposes of this Article 4:

A.

B. “Site-Wide Rate” shall mean, for any Expense Year, the product obtained bymultiplying (i) the Site-Wide Base Rate, by (ii) a fraction the numerator of which is the EscalatedExpense Amount for such Expense Year and the denominator of which is the Expense Base.

C.

D. “Expenses” shall mean, except as otherwise provided herein, the total of allcosts and expenses consistently determined and paid, incurred, or borne by or on behalf of Landlord onan accrual basis and, except as otherwise provided in this Article 4, in accordance with GAAP

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

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(b)(4), (b)(5)


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(1)

;

(2)

(3) c

(4)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)


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(5)

(6)

(7)

(i)

(ii)

(iii)

(iv)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)


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(8)

(9)

(10)

(11)

(12)

(13)

(14)

(15)

(16)

(17)

(18)

(19)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)


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(20)

(21)

(22)

(23)

;

(24)

(25)

(26)

(27)

(28) t

(29)

(30)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5), (b)(7F)


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(31)

(32)

(33)

(34)

(35)

(36)

(37)

(38)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)


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(39)

(40)

(41)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)


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E.

F.

G.

H. “Expense Year” shall mean each calendar year after the Expense Base Period.

I. “Tenant’s Expense Share” shall be equal to a fraction (expressed as apercentage), the numerator of which is the RSF area, from time to time, of the Demised Premises, andthe denominator of which is the total RSF area of the Building Office Space for the First Full OccupancyYear (or if the total RSF area of the Building Office Space shall change during the First Full OccupancyYear, the total RSF area of the average Building Office Space for the First Full Occupancy Year).

4.03 Tenant’s Expense Payments.

A. For each Expense Year all or a portion of which occurs in or during the term ofthis Lease, Tenant shall pay to Landlord, as additional rent for such Expense Year, in the mannerhereinafter provided, an amount equal to Tenant’s Expense Share of the excess of the Escalated ExpenseAmount for such Expense Year over the Expense Base (such amount being herein called the “Tenant’sExpense Payment”).

B. Landlord shall, prior to or following the commencement of each Expense Yearafter the First Full Occupancy Year (but only once for each Expense Year), deliver to Tenant a statementof Landlord’s reasonable good faith estimate (an “Expense Payment Estimate”) of Tenant’s ExpensePayment for such Expense Year,

Each such paymentshall be equal to one-twelfth (1/12th) of the Expense Payment Estimate as shown on such statement.The amount of the Estimated Tenant’s Expense Payment shall change not more than once per ExpenseYear, and pending delivery of the Expense Payment Estimate for any Expense Year Tenant shallcontinue making payments in accordance with the Expense Payment Estimate for the latest ExpenseYear for which it has received an Expense Payment Estimate.

C. For each Expense Year after the Expense Base Period through and including theFirst Full Occupancy Year (collectively, the “Partial Occupancy Years”), all Tenant’s Expense Paymentsand Estimated Tenant’s Expense Payments shall be calculated, and Tenant shall pay Tenant’s Expense

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Payments and Estimated Tenant’s Expense Payments, in each case subject to reconciliation as providedin Section 4.03D,

This Section 4.03C shall not apply to any Renewal Term.]

D. Following the expiration of the First Full Occupancy Year, Landlord shallsubmit to Tenant a statement (the “Expense Base Statement”) audited by an independent certified publicaccountant setting forth (A) the Expenses for the First Full Occupancy Year, including a reasonablydetailed itemization thereof, (B) the calculation, in accordance with Sections 4.02D and 4.02E of thisLease, of the Expense Base, and (C) a recalculation of Tenant’s Expense Payment for each PartialOccupancy Year, utilizing the Expense Base in lieu of the Tentative Expense Base. In the event thatTenant’s Expense Payment for any Partial Occupancy Year as so recalculated shall be greater than theaggregate of the Estimated Tenant’s Expense Payments and payments pursuant to Section 4.03C and4.03E made Tenant for such Partial Occupancy Year, the total amount of any such underpayments for allPartial Occupancy Years is herein called the “Partial Occupancy Years Underpayment.” In the event theaggregate of the Estimated Tenant’s Expense Payments and payments pursuant to Section 4.03C and4.03E made by Tenant for any Partial Occupancy Year shall be more than the Tenant’s ExpensePayment as so recalculated, the total amount of any such overpayments for all Partial Occupancy Yearsis herein called the “Partial Occupancy Years Overpayment.” If the Partial Occupancy YearsUnderpayment exceeds the Partial Occupancy Years Overpayment, then, within thirty (30) days afterreceipt of such Expense Base Statement, Tenant shall make payment of the excess amount. [If thePartial Occupancy Years Overpayment exceeds the Partial Occupancy Years Underpayment, thenLandlord shall permit Tenant to credit such excess amount without interest against the next or anysubsequent installment(s) of Rent payable under this Lease, or, if no further Rent is payable under thisLease, Landlord shall, within after issuance of such Expense Base Statement, refundsuch excess amount without interest to Tenant. If this Lease is renewed for any Renewal Term, thisSection 4.03D shall apply as follows: (i) the first sentence of this Section 4.03D shall be deemedamended to read as follows: “Following the expiration of the Expense Base Period (as such term isdefined in Section 38.03(ii)), Landlord shall submit to Tenant a statement (the “Expense BaseStatement”) audited by an independent certified public accountant setting forth the Expenses for theExpense Base Period, including a reasonably detailed itemization thereof,” and (ii) the balance of thisSection 4.03D prior to this sentence shall not apply.]

E. (i) Following the expiration of each Expense Year, Landlord shall submit toTenant a statement (an “Expense Statement”) setting forth a calculation of the Tenant’s ExpensePayment, if any, for such Expense Year. [In the event that Tenant’s Expense Payment for such ExpenseYear shall be greater than the aggregate of the Estimated Tenant’s Expense Payments made by Tenantfor such Expense Year, then, within after receipt of such Expense Statement, Tenantshall make payment of any unpaid portion of the Tenant’s Expense Payment. In the event the aggregateof the Estimated Tenant’s Expense Payments made by Tenant for such Expense Year shall be more thanthe Tenant’s Expense Payment for such Expense Year, then, Landlord shall permit Tenant to credit suchexcess amount without interest against the next or any subsequent installment(s) of Rent payable under

(b)(4), (b)(5)

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this Lease, or, if no further Rent is payable under this Lease, Landlord shall refund such excess amountwithout interest to Tenant.]

(ii) Subject to this Section 4.03E, the failure by Landlord to deliver anExpense Base Statement or Expense Statement at any time shall not prejudice Landlord’s right to deliversame to Tenant or to receive Tenant’s Expense Payments.

(iii) The Expense Base Statement furnished to Tenant shall constitute a finaldetermination as between Landlord and Tenant of the Expenses for the First Full Occupancy Year (foravoidance of doubt, it being understood that the First Full Occupancy Year is not the Expense BasePeriod, but is the period on the basis of which the Expense Base is calculated),

(b)(4), (b)(5)

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(iv)

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F. If the Commencement Date is not the first day of an Expense Year, thenTenant’s Expense Payment for such Expense Year shall be prorated based upon the number of days ofsuch Expense Year within the term. If the date of expiration or termination of this Lease, whether or notsame is the Expiration Date or another date prior or subsequent thereto, is not the last day of an ExpenseYear, then the Tenant’s Expense Payment shall be prorated based upon the number of days of theapplicable Expense Year within the term. With respect to the year in which the term expires orterminates, such pro-rata portion shall, within of Landlord’s rendition of an ExpenseStatement therefor, become due and payable by Tenant to Landlord, if it has not theretofore already beenpaid. To the extent that there is an overpayment of such aggregate monthly payments by Tenant,Landlord shall permit Tenant to credit such overpaid amount without interest against the next or anysubsequent installment(s) of Rent payable under this Lease, or, if no further Rent is payable under thisLease, Landlord shall promptly refund such overpaid amount without interest to Tenant. The provisionsof this Section 4.03F shall survive the expiration or earlier termination of this Lease.

4.04 Tenant’s Site-Wide Payments.

A. For each Expense Year all or a portion of which occurs in or during the term, ifthe Site-Wide Rate for such Expense Year shall be greater than the Site-Wide Base Rate, Tenant shallpay to Landlord, as additional rent for such Expense Year, in the manner hereinafter provided, anamount equal to the product obtained by multiplying (x) the RSF of the Premises, by (y) the excess, ifany, of (1) the Site-Wide Rate for such Expense Year, over the (2) Site-Wide Base Rate (such amountbeing herein called the “Tenant’s Site-Wide Payment”).

B. Tenant shall pay Tenant’s Site-Wide Payment and estimated payments onaccount thereof at the same time and in the same manner as Tenant makes payments of Tenant’sExpense Payment and Expense Estimates pursuant to Section 4.03 of this Lease. Each Expense Estimatedelivered pursuant to Section 4.03B and 4.03C of this Lease, and each Expense Statement deliveredpursuant to Section 4.03D and 4.03E of this Lease, shall include a separate calculation of Tenant’s Site-Wide Payment, with the Site-Wide Rate in each such Expense Estimate and Expense Statement to becalculated using the same percentage increase in Expenses (or estimates of Expenses) that is used incalculating increases in Expenses in such Expense Estimate and Expense Statement, as the case may be.Tenant’s Site-Wide Payment shall be subject to reconciliation, dispute and adjustment pursuant toSections 4.03B and 4.03E of this Lease, and Landlord and Tenant shall make the same credits orpayments provided for therein on account of overpayments or underpayments of Tenant’s Site-WidePayment as are applicable to Tenant’s Expense Payments, at the same time and in the same manner asprovided for therein with respect to Tenant’s Expense Payments; provided, however, that Tenantacknowledges that Tenant’s right to dispute Tenant’s Site-Wide Payment shall be limited to themathematical calculation of Tenant’s Site-Wide Payment based upon the formula set forth in Section4.04A of this Lease, and neither Landlord nor Tenant shall have the right to dispute whether the Site-Wide Rate accurately reflects site-wide expenses at the World Trade Center. To the extent that any suchadjustment is necessary due to an overpayment for such period previously made by Tenant, Landlordshall permit Tenant to credit such overpaid amount without interest against the next or any subsequentinstallment(s) of Rent payable under this Lease or, if no further Rent is payable under this Lease,promptly refund such overpaid amount without interest to Tenant. The provisions of this Section 4.04Bshall survive the expiration or earlier termination of this Lease.

C. If the Commencement Date is not the first day of an Expense Year, thenTenant’s Site-Wide Payment for such Expense Year shall be prorated based upon the number of days ofsuch Expense Year within the term. If the date of expiration or termination of this Lease, whether or notsame is the Expiration Date or another date prior or subsequent thereto, is not the last day of an ExpenseYear, then the Tenant’s Site-Wide Payment shall be prorated based upon the number of days of the

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applicable Expense Year within the term. With respect to the year in which the term expires orterminates, such pro-rata portion shall, within of Landlord’s rendition of an ExpenseStatement therefor, become due and payable by Tenant to Landlord, if it has not theretofore already beenpaid. To the extent that there is an overpayment based on any estimated Tenant’s Site-Wide Paymentsfor such period previously made by Tenant, Landlord shall permit Tenant to credit such overpaid amountwithout interest against the next or any subsequent installment(s) of Rent payable under this Lease or, ifno further Rent is payable under this Lease, promptly refund such overpaid amount without interest toTenant. The provisions of this Section 4.04C shall survive the expiration or earlier termination of thisLease.

4.05 Tenant’s PILOT Payments; Tenant’s Tax Payments.

A. For purposes of this Section 4.05:

(i) “PILOT” shall mean the computation of payments in lieu of taxespursuant to the PILOT Agreement.

(ii) “PILOT Agreement” shall mean that certain Restated and AmendedAgreement between the Port Authority and the City of New York, dated as of November 24, 2004, as thesame has been and may hereafter be amended from time to time.

(iii) [“PILOT Base Rate” shall mean the sum of (i) the PILOT Ratefor the PILOT Semi-Annual Period , and (ii) the PILOT Rate forthe PILOT Semi-Annual Period

(iv) “PILOT Escalator” shall mean the “Escalator” (as such term is definedin the PILOT Agreement), as finally determined in accordance with the PILOT Agreement.

(v) [“PILOT Rate” shall mean, for each PILOT Semi-Annual Period,

(vi) “PILOT Semi-Annual Period” shall mean each “Semi-Annual Period”(as such term is defined in the PILOT Agreement).

(vii)

(viii) “PILOT Square Feet” shall mean the number of “Gross Square Feet” (assuch term is defined in the PILOT Agreement) of any PILOT Space, as finally determined betweenLandlord (or the Port Authority) and the City of New York pursuant to the PILOT Agreement.

(ix) “Tax Base Amount” shall mean the product of (1) the PILOT Base Rate,multiplied by (2) the total “Gross Square Feet” (as such term is defined in the PILOT Agreement) in theBuilding for which PILOT is payable as of the last day of the First Full Occupancy Year.

(x) “Tax Year” shall mean each successive New York City real estate fiscalyear commencing on July 1st and expiring on June 30th. If the present use of July 1 to June 30 real estate

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5), (b)(7F)


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tax year shall change, then such changed tax year shall be used with appropriate adjustment for thetransition.

(xi) “Taxes” shall mean (a) the amount finally determined to be legallypayable, by legal proceedings or otherwise, of all real estate taxes which shall be levied, assessed orimposed, or become due and payable or become liens upon, or arise in connection with the use,occupancy or possession of, the Real Property or any part thereof or interest therein during the term ofthis Lease, (b) any assessments, special and extraordinary assessments, and government levies imposedupon or with respect to the Real Property (other than BID which shall continue to be included inExpenses), and (c) any franchise, income, profit, value added, use, or other tax imposed in whole orpartial substitution for, or in lieu of an increase (in whole or part) in such real estate taxes, whether due toa change in the method of taxation or otherwise. Taxes shall be computed without giving effect to anyabatements, exemptions and/or deferrals affecting any of the items referred to in clauses (a), (b) or (c) ofthe immediately preceding sentence, it being understood and agreed that the amount of the Taxes socomputed hereunder may be a different amount than the real estate taxes actually payable by Landlord inany Tax Year because of any such abatements, exemptions and/or deferrals; provided, however, that if anabatement or “phase in” of any component of Taxes is provided by the taxing authority in connectionwith the Real Property transitioning from PILOT to Taxes, such component of Taxes will be computed bygiving effect to such abatement or “phase-in”. The benefit of any discount for any early payment orprepayment of Taxes shall accrue solely to the benefit of Landlord and such discount shall not besubtracted from Taxes.

B. [For each PILOT Semi-Annual Period following the PILOT Semi-AnnualPeriod , all or a portion of which occurs in or during the term ofthis Lease, if the PILOT Rate for such PILOT Semi-Annual Period shall be greater than the PILOT BaseRate, Tenant shall pay to Landlord, as additional rent for such PILOT Semi-Annual Period, in themanner hereinafter provided, an amount equal to one-half of the product obtained by multiplying (x) thePILOT Square Feet contained in the PILOT Space as to which the term of this Lease shall havecommenced and shall be continuing as of of such PILOT Semi-Annual Period, by (y) theexcess, if any, of (1) the PILOT Rate for such PILOT Semi-Annual Period, over the (2) PILOT BaseRate (such amount being herein called the “Tenant’s PILOT Payment”). An example of the computationof Tenant’s PILOT Payment is attached to this Lease as Exhibit M.]

C. [Landlord shall deliver to Tenant a statement (the “PILOT Base Statement”)setting forth Landlord’s calculation of the PILOT Base Rate. Such PILOT Base Statement shall containa certification from an officer of Landlord or its managing agent or a Landlord Entity that the PILOTEscalators used in calculation of the PILOT Base Rate are the PILOT Escalators for the Semi-AnnualPeriod and the Semi-Annual Payment

Landlord shall, prior to or following the commencement of each PILOT Semi-Annual Period after the PILOT Semi-Annual Period , deliver toTenant a statement (a “PILOT Statement”) setting forth Landlord’s calculation of Tenant’s PILOTPayment for such PILOT Semi-Annual Period. Each PILOT Statement shall contain a certification froman officer of Landlord or its managing agent or a Landlord Entity that the PILOT Square Feet and thePILOT Escalator used in calculating Tenant’s PILOT Payment set forth in such statement are the PILOTSquare Feet and PILOT Escalator for such PILOT Semi-Annual Period. Tenant’s PILOT Payment (orthe balance thereof remaining after crediting Tenant for any estimated payments made by Tenant forsuch period as hereinafter in this Section 4.05C provided) shall be due and payable within

after Landlord shall have submitted to Tenant a PILOT Statement with respect thereto.Commencing with the first PILOT Semi-Annual Period for which Tenant’s PILOT Payment is duehereunder and for each subsequent PILOT Semi-Annual Period during the term of this Lease (but notsooner than following receipt of a PILOT Estimate Statement, hereinafter defined, from

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5) (b)(4), (b)(5)

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Landlord), Landlord shall deliver to Tenant a reasonable estimate of Tenant’s PILOT Payment for thefollowing PILOT Semi-Annual Period, such estimate to be set forth in a written statement prepared byLandlord or its managing agent or a Landlord Entity and furnished to Tenant (a “PILOT EstimateStatement”). Tenant shall pay of the estimated Tenant’s PILOT Payment set forth in suchPILOT Estimate Statement, as additional rent, in equal monthly installments on the first day of eachcalendar month thereafter until a new PILOT Estimate Statement is furnished to Tenant. In the eventthe total estimated payments made by Tenant for any PILOT Semi-Annual Period shall exceed the actualamount of Tenant’s PILOT Payment due from Tenant for such PILOT Semi-Annual Period, thenLandlord shall permit Tenant to credit such overpaid amount without interest against the next or anysubsequent installment(s) of Rent payable under this Lease, or, if no further Rent is payable under thisLease, Landlord shall promptly refund such overpaid amount without interest to Tenant.]

D. [In the event that, following the delivery of a PILOT Base Statement, either ofthe PILOT Escalators used in the calculation of the PILOT Base Rate is modified pursuant to the PILOTAgreement (e.g., by reason of an appeal by the Port Authority and/or Landlord, a change in the assessedvaluation of any property used in calculating the PILOT Escalator, or otherwise), Landlord shallpromptly deliver to Tenant a revised PILOT Base Statement for such PILOT Semi-Annual Period,together with a revised PILOT Statement for each PILOT Semi-Annual Period for which Landlord hastheretofore issued a PILOT Statement. In the event that, following the delivery of a PILOT Statement byLandlord, either (x) the PILOT Square Feet for any PILOT Semi-Annual Period, or (y) the PILOTEscalator used to calculate PILOT Rate for any PILOT Semi-Annual Period, are modified pursuant tothe PILOT Agreement (e.g., by reason of an appeal by the Port Authority and/or Landlord, a change inthe assessed valuation of any property used in calculating the PILOT Escalator, or otherwise), Landlordshall promptly deliver to Tenant a revised PILOT Statement for such PILOT Semi-Annual Period. If theamount of Tenant’s PILOT Payment previously paid by Tenant for the PILOT Semi-Annual Periodcovered by any revised PILOT Statement issued under this Section 4.05D (a) is less than the amount ofTenant’s PILOT Payment shown on such revised PILOT Statement, Tenant shall, within sixty (60) daysafter its receipt of such revised PILOT Statement, pay to Landlord the amount of the shortfall, or (b) isgreater than the amount of Tenant’s PILOT Payment shown on such revised PILOT Statement, Landlordshall permit Tenant to credit such overpaid amount without interest against the next or any subsequentinstallment(s) of Rent payable under this Lease or, if no further Rent is payable under this Lease,promptly refund such overpaid amount without interest to Tenant.]

E.

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F. [If the Commencement Date is not the first day of a PILOT Semi-AnnualPeriod, then Tenant’s PILOT Payment for such PILOT Semi-Annual Period shall be prorated based uponthe number of days of such PILOT Semi-Annual Period within the term. If the date of expiration ortermination of this Lease, whether or not same is the Expiration Date or another date prior or subsequentthereto, is not the last day of a PILOT Semi-Annual Period, then Tenant’s PILOT Payment shall beprorated based upon the number of days of the applicable PILOT Semi-Annual Period within the term.With respect to the PILOT Semi-Annual Period in which the term expires or terminates, such pro-rataportion shall, within of Landlord’s rendition of a PILOT Statement therefor, become due

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and payable by Tenant to Landlord, if it has not theretofore already been paid. To the extent that there isan overpayment based on any estimated Tenant’s PILOT Payments for such period previously made byTenant, Landlord shall permit Tenant to credit such overpaid amount without interest against the next orany subsequent installment(s) of Rent payable under this Lease or, if no further Rent is payable underthis Lease, promptly refund such overpaid amount without interest to Tenant. The provisions of thisSection 4.05F shall survive the expiration or earlier termination of this Lease.]

G. (i) Notwithstanding anything to the contrary contained in this Section 4.05,in the event that at any time during the Term the Real Property shall become subject to Taxes by reasonof the termination of the PILOT Agreement, the transfer of the Real Property (or any interest therein) toa non-governmental entity, or otherwise, Tenant shall thereafter pay, in lieu of Tenant’s PILOTPayment, an amount (“Tenant’s Tax Payment”) equal to Tenant’s Expense Share (which shall beadjusted for purposes of calculating Tenant’s Tax Payment to add any space in the Building or theDemised Premises which is subject to Taxes but was not included in the computation of Tenant’sExpense Share or to subtract any space in the Building or the Demised Premises which is not subject toTaxes but was included in the computation of Tenant’s Expense Share) of the amount by which theTaxes for the Real Property for any Tax Year exceed the Tax Base Amount. [In such event, Landlordshall make reasonable estimates of Tenant’s Tax Payment with respect to the then current or anyforthcoming Tax Year and Tenant shall be required to pay such estimated amounts in such installmentsand amounts as Landlord may require, in advance, on the first day of each month, based upon delivery ofan “Estimated Tax Statement”, but Landlord shall not provide more than one Estimated Tax Statementfor any Tax Year. At any time after, during or prior to the end of each Tax Year, Landlord shall causethe actual amount of Tenant’s Tax Payment to be computed and a “Final Tax Statement” to be given toTenant. If such Final Tax Statement shall show a deficiency, Tenant shall pay such amount to Landlordwithin ; if it shall show that Tenant has made an overpayment, Landlord shall either payto Tenant, or at Landlord’s election, credit against subsequent payments of Rent, the amount of suchoverpayment.]

(ii) If, after the issuance of a Final Tax Statement for any Tax Year, theTaxes for such Tax Year are reduced by tax certiorari proceeding or otherwise, Landlord shall promptlyfurnish a revised Final Tax Statement to Tenant, and Landlord shall either pay to Tenant, or at Landlord’selection, credit against subsequent payments of Rent, the amount of the resulting decrease in Tenant’sTax Payment for such Tax Year.

(iii)

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(iv) An appropriate proration shall be made as between Tenant’s PILOTPayment and Tenant’s Tax Payment in respect of the Tax Year in which the Real Property first becomessubject to Taxes. If the date of expiration or termination of this Lease, whether or not same is theExpiration Date or another date prior or subsequent thereto, is not the last day of a Tax Year, thenTenant’s Tax Payment shall be prorated based upon the number of days of the applicable Tax Year withinthe period. [With respect to the year in which the term of this Lease expires or terminates, such pro-rataportion shall be payable by Tenant to Landlord within days following delivery of an invoicetherefor if it has not theretofore already been paid, and Landlord, as soon as reasonably practicable, shallcause the Final Tax Statement for that Tax Year to be prepared and furnished to Tenant. Landlord andTenant thereupon shall make appropriate adjustments of all amounts then owing.]

4.06 Survival. The provisions of this Article 4 shall survive the expiration or earliertermination of the term. In no event shall the Fixed Rent under this Lease be reduced by virtue of thisArticle 4 except to the extent Tenant is entitled to a credit or credits against such Fixed Rent as providedin any this Article 4.

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ARTICLE 5

USE

5.01 Permitted Uses.

(x)

(y)

(z)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)


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(ii)

(a)

(b)

(c)

5.02 Prohibited Uses.

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)


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(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

;

(9)

(10)

(11)

(12)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)


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(13)

(14)

(15)

(16)

(17)

(18)

5.03 Prohibited Items.

5.04 Licenses and Permits. Subject to the terms of the Work Letter, if anygovernmental license or permit shall be required for the proper and lawful conduct of Tenant’s business in(or any subtenant’s business) or occupancy of the Demised Premises, then Tenant, at its sole expense,

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)


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shall procure and thereafter maintain (or cause to be maintained) such license or permit and submit thesame to Landlord for inspection upon Landlord’s request. Tenant shall comply with the terms andconditions of each such license and/or permit. Landlord shall cooperate (at Tenant’s expense equal toLandlord’s Cost therefor) with Tenant’s efforts to obtain any such permits, licenses and certificates,including executing and delivering to Tenant within five (5) days after delivery to Landlord anydocuments or instruments reasonably required by Tenant in connection therewith; provided that all forms,plans, instruments and other documentation requiring Landlord’s signature or sign-off shall be completedby Tenant prior to delivery to Landlord and provided, further, that Tenant shall provide Landlord with allreasonably requested information regarding such permits, licenses, certificates, forms, plans, instrumentsand other such documentation.

5.05 [Third Party Uses. Any subtenant or other occupant of the Premises may install,maintain or operate within its premises (that are part of the Premises) any of the Ancillary Uses. In noevent shall any such Ancillary Uses (whether by Tenant or any third party) be used by, or available foruse by, the general public. Nothing contained herein shall be deemed to constitute Landlord’s consent toTenant’s leasing to any unaffiliated third party or otherwise allowing any unaffiliated third party tooccupy offices or suites located within the Demised Premises in connection with any office or spacesharing arrangement except in accordance with the provisions of this Lease.]

5.06

(i)

(ii)

(iii)

ARTICLE 6

SERVICES AND EQUIPMENT

6.01 From and after the Delivery Date with respect to each portion of the DemisedPremises (except as otherwise expressly provided in this Section 6.01), (i) Landlord shall operate andmaintain the Building and provide, at its cost and expense, the services described in this Article 6 at least

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)


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in conformance with the standards applicable to Comparable Buildings (except as otherwise expresslyprovided in this Article 6), and (ii) Landlord shall, at its cost and expense:

A. (1)

(2)

(3)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)


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6316842v.1

(4)

(5)

B.

C.

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)


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D.

E. Maintain the Building in accordance with the standard for ComparableBuildings and promptly and diligently repair and maintain the Building in a good and workmanlikemanner as reasonably required, subject to the other provisions of this Lease.

F.

G.

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)


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H.

I.

(1)

(2)

(3)

(4)

(5)

(6)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)


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6316842v.1

J.

K.

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)


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L.

M. Permit the cable television company serving the area in which the Building islocated to provide (at Tenant’s cost and expense and through the facilities provided in Section 6.01N ofthis Lease) cable television service to all floors of the Premises.

N.

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)


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6316842v.1

O.

P.

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)


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6.02

6.03

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)


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6.04

6.05

]

6.06 A.

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5)

(b)(4), (b)(5), (b)(7F)


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B. (1)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)


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(2)

6.07

6.08

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)


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ARTICLE 7

ELECTRIC

7.01 Electrical Service.

A.

B.

C.

D. (1)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5),(b)(7F)


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(2)

(3)

(4)

7.02

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5), (b)(7F)


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6316842v.1

7.03 Limitation on Liability.

(a) Landlord shall have no liability to Tenantfor any loss, damage or expense which Tenant may sustain or incur by reason of any change, failure,inadequacy or defect in the supply or character of the electrical energy furnished to the Demised Premisesor if the quantity or character of the electrical energy is no longer available or suitable for Tenant’srequirements, except for any actual damage suffered by Tenant by reason of any such failure, inadequacyor defect caused by Landlord’s negligence or willful acts.

(b)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5)

(b)(4), (b)(5)


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7.04 Electric Rates. As used in this Lease the term “Electric Rates” shall mean:

(a)

(b)

7.05 Termination of Service. [Provided that either (A) Landlord shall alsosimultaneously discontinue the furnishing of electric energy to all office tenants in the Building (includingTenant), or (B) such discontinuance shall be required by (x) applicable Legal Requirements or insurancerequirements or (y) the electric energy provider servicing the Building (any of the circumstancesdescribed in clauses (x) and (y), an “Involuntary Discontinuance”), Landlord reserves the right toterminate the furnishing of electrical energy at any time, ’ notice to Tenant unlesssuch notice is not feasible under the circumstances, in which event Landlord will give Tenant suchreasonable notice as is possible. If Landlord shall so discontinue the furnishing of electrical energy, (a)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)


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Tenant shall arrange to obtain electrical energy directly from the utility company or other providerfurnishing electrical energy to the Building, (b) Landlord shall permit the existing

serving the Demised Premises to be used by Tenant for such purpose to theextent that they are available, suitable and safe, (c) from and after the effective date of suchdiscontinuance Landlord shall not be obligated to furnish electric energy to Tenant, (d) suchdiscontinuance shall be without liability of Landlord to Tenant, and (e) Landlord, at its expense andwithout including the same in Expenses, shall install and maintain at locations in the Building selected byLandlord any necessary

which may be required for Tenant to obtain electrical energy directly from theutility company or other provider supplying the same (“Tenant Direct Service Improvements”); providedhowever that if such discontinuance is an Involuntary Discontinuance, then Tenant shall pay to Landlordas additional rent of the cost of the Direct Service Improvements (it being agreed that ifLandlord also installs necessary

which may be required for other tenants to obtain electrical energy directlyfrom the utility company or other provider supplying the same (“Other Tenants Direct ServiceImprovements”), Landlord shall make a reasonable allocation of costs between Tenant Direct ServiceImprovements and Other Tenant Direct Service Improvements. In no event shall any portion of the costof any Tenant Direct Service Improvements or Other Tenants Direct Service Improvements, regardless ofwhen undertaken, be included in Expenses. Commencing upon the date that Tenant receives such directservice, and as long as Tenant shall continue to receive such service, Tenant shall no longer be obligatedto pay the Supplemental Facilities ERIF. If Landlord shall discontinue furnishing electrical energy toTenant pursuant to this Section and has completed the installation required by clause (e) above, thenprovided that Tenant is using diligent efforts to obtain electrical energy directly from the utility supplyingthe same to the Building, Landlord agrees not to terminate the furnishing of electrical energy to Tenantuntil Tenant succeeds in procuring same directly from the utility, unless Landlord is required to terminatesuch service sooner by any applicable legal requirements.]

7.06 Taxes. In the event that any tax (exclusive of any income taxes) shall be imposedupon Landlord’s receipts from the sale, use or resale of electrical energy to Tenant and paid by Landlord,the pro-rata share allocable to the electrical energy service received by Tenant shall be passed onto,included in the bill of, and paid by Tenant if and to the extent not prohibited by applicable LegalRequirements. So long as under applicable law, electricity purchased for resale is not subject to sales oruse tax, no sales or use tax shall be included in Electrical Rates or otherwise payable by Tenant, and if, atany time under applicable law electricity purchased for resale is subject to sales or use tax, such sales oruse shall be included in (i.e., added to) Electrical Rates.

7.07 [

7.08 Submeter Accuracy Check.

(b)(4), (b)(5)

(b)(4), (b)(5)

(b) (7)(F)

(b) (7)(F)

(b) (7)(F)

(b) (7)(F)


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6316842v.1

7.09 [Daylight Dimming.

ARTICLE 8

ASSIGNMENT, SUBLETTING, MORTGAGING

8.01 [Prohibition. (i) Neither Tenant nor its legal representatives shall by operation oflaw or otherwise, assign (in whole or in part), mortgage or encumber this Lease, or sublet or permit theDemised Premises or any part thereof to be used or occupied by others (subject to the last sentence of thisSection 8.01A), or market the Premises in respect of an assignment of this Lease or a subletting of all orany part of the Premises, without Landlord’s prior written consent in each instance, which consent may bewithheld in the sole and absolute discretion of Landlord and may be conditioned upon, among otherthings, such modifications to this Lease as Landlord may require in its sole and absolute discretion.]

(ii) [The consent by Landlord to any assignment or subletting, whether byTenant or any other tenant in the Building, shall not be a waiver of or constitute a diminution ofLandlord’s right to withhold its consent to any other assignment or subletting and shall not be construedto relieve Tenant from obtaining Landlord’s express written consent to any other or further assignment orsubletting (to the extent that such consent shall be expressly required hereunder).]

(iii) [Such reasonable third party attorneys’ fees as may be incurred byLandlord in connection with any proposed or actual assignment or subletting (whether or not Landlord’sconsent thereto shall be required) shall be paid by Tenant.

(iv) For the purposes of this Article 8, the phrase “marketing of space” orwords of similar import shall mean the circulating of information with respect to such space and the termsof its availability to any third party (including listing such space with brokers or a listing company such asCostar or distributing a broker flyer by electronic mail or otherwise).

(v) If this Lease shall be assigned, or if the Demised Premises (or anyportion thereof) shall be sublet to or occupied by any person or persons other than Tenant or Article 5Government Occupants, no such assignment, sublease or occupancy shall be deemed a waiver of therequirement to obtain Landlord’s consent to any other or further assignment, or any further subleasing toor occupancy by any person or persons other than Tenant or Article 5 Government Occupants, nor shall itbe deemed a release of Tenant from the full performance by Tenant of all the terms, conditions andcovenants of this Lease.

8.02

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)


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6316842v.1

8.03

8.04 Trademark Issues. Notwithstanding anything herein to the contrary, allsubtenants and other occupants of all or any portion of the Premises shall be subject to the terms ofSection 32.19 of this Lease.

8.05 Identification of Assignees and Subtenants. Notwithstanding anything herein tothe contrary, the parties to this Lease agree that except as otherwise provided in Articles 41 and 42 of thisLease, there shall be no separate identification of any subtenant or other occupant of all or any portion ofthe Premises in the

.

ARTICLE 9

SUBORDINATION, NON-DISTURBANCE, STATEMENTS OF LEASE

9.01 Landlord’s right, title and interest in and to its leasehold estate and to theBuilding are derived from and under the Net Lease.

9.02 A. Subject to the other terms of this Section 9.02, this Lease is and shall besubordinate in all respects to (a) the REOA, (b) the Net Lease (the term of which, Landlord represents,extends beyond the term of this Lease including all renewal terms of this Lease) and any other groundleases, overriding leases and underlying leases of the Land and/or the Building hereafter existing otherthan the Net Lease (provided that the term of such lease extends beyond the term of this Lease includingall renewal terms of this Lease), (c) all mortgages which may now or hereafter affect the Land and/or theBuilding and/or such leases, and to each and every advance made or hereafter to be made under suchmortgages, and (d) all renewals, modifications, consolidations, replacements and extensions of suchleases or mortgages, provided the same do not violate Section 9.02(B). This Section shall be self-operative and no further instrument of subordination shall be required; provided, however, as an expresscondition of each such subordination, Landlord shall obtain from any present or future SuperiorMortgagee and/or Superior Lessor, respectively, a duly executed and notarized Non-DisturbanceAgreement (it being understood and agreed that Tenant shall have the right to record any Non-Disturbance Agreement in the Office of the City Register of the City of New York (or its successor)). Ifany Superior Lessor or Superior Mortgagee refuses to sign the applicable Non-Disturbance Agreement,this Lease shall not be subordinate to such lease or Mortgage, as the case may be, and the same shall notbe deemed a Superior Lease or Superior Mortgagee, as applicable. The leases to which this Lease is, atthe time referred to, subject and subordinate pursuant to this Article (and the Net Lease) are hereinaftersometimes called “Superior Leases,” and references to Superior Lessors are intended to include thesuccessors in interest of Superior Lessors and their successors in interest as may be appropriate. Themortgages to which this Lease is, at the time referred to, subject and subordinate and any modifications,extensions or replacements thereof are hereinafter sometimes collectively called “Superior Mortgages,”and references to Superior Mortgagees are intended to include the successors in interest of SuperiorMortgagees and their successors in interest as may be appropriate.

(b)(4), (b)(5)

(b) (7)(F)


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6316842v.1

B. Except as otherwise expressly set forth in this Lease, Landlord has not made anyrepresentations to Tenant regarding anything or matter relating to the Net Lease and/or the REOA andTenant is not relying upon any other representations of Landlord with regard to the Net Lease and/or theREOA. Landlord shall not terminate, surrender, renew, modify, amend, consolidate, replace or extendthe Net Lease or the REOA in any manner that could or would have a monetary or non-monetaryadverse affect on Tenant.

C. Tenant shall not pay Fixed Rent or additional rent due hereunder more than one(1) month in advance of its due date hereunder.

9.03 Landlord represents to Tenant that as of the Execution Date, there are nomortgages which currently encumber or otherwise affect the Land, the Building, the Real Property and/orthe leasehold estate under the Net Lease, and the Net Lease is the only ground lease, overriding lease orunderlying lease encumbering or otherwise affecting the Land, the Building and/or the Real Property.

9.04 In the event of a termination of the Net Lease or any other Superior Lease, or ifthe interests of Landlord under this Lease are transferred by reason of or assigned in lieu of foreclosure orother proceedings for enforcement of any Superior Mortgage or if any Superior Mortgagee acquires alease in substitution therefor, then this Lease shall not terminate or be terminable by Tenant or any otherparty.

9.05 In the event of any act or omission of Landlord which would give Tenant theright, immediately or after lapse of a period of time, to cancel or terminate this Lease, Tenant shall notexercise such right (i) until it has given written notice of such act or omission to each Superior Mortgageeand Superior Lessor whose name and address shall previously have been furnished to Tenant in writing,and (ii) until a reasonable period (but subject to the terms and provisions of any applicable Non-Disturbance Agreement) for remedying such act or omission shall have elapsed following the giving ofsuch notice (which reasonable period shall be the later of (x) followingthe giving of such notice or (y) the period to which Landlord would be entitled under this Lease orotherwise, after similar notice), to effect such remedy, provided, that such Mortgagee or Superior Lessorshall promptly give Tenant written notice of intention to, and commence and with due diligence continueto, remedy such act or omission. For the purposes of this Section 9.05 only, the term “Superior Lessor”shall not include the Net Lessor (i.e., the Port Authority or any successor thereto) so long as the PortAuthority has any direct or indirect ownership interest in both Landlord and the Net Lessor.Notwithstanding the foregoing, this Section 9.05 shall not postpone the date on which Tenant is entitledto exercise any right to terminate this Lease expressly set forth in the Work Letter or Article 17 or 18hereof.

9.06 Anything to the contrary in the foregoing notwithstanding, any cancellation,abridgment, surrender, modification or amendment of this Lease not expressly provided for under theterms of this Lease, and made without the prior written consent of the holder of any Superior Mortgage,except as may be permitted by the provisions of any such Superior Mortgage or assignment of leases andrents granted in connection with such Superior Mortgage shall be voidable as against the holder of theSuperior Mortgage, at its option.

9.07 If, in connection with obtaining financing for (or condominiumizing of) the Landand/or Building, or of any Superior Lease, a banking, insurance or other recognized Institutional Lendershall request reasonable modifications in this Lease as a condition to such financing (orcondominiumizing), Tenant will afford Landlord an opportunity to present such reasonable modificationsto a Contracting Officer who will consider consenting thereto.

(b)(4), (b)(5)


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9.08 Tenant will,

execute and deliver to Landlord a statement substantially in the form ofExhibit AA annexed hereto. Landlord will,

execute and deliver to Tenant a statement substantially in the form ofExhibit BB annexed hereto.

9.09 Landlord and Tenant hereby acknowledge and agree that Net Lessor, after anevent of default under the Net Lease shall have occurred and be continuing, may collect rent and all othersums due under this Lease, and apply the net amount collected to the rental payable under the Net Lease,but no such collection shall be, or be deemed to be, a waiver of any agreement, term, covenant orconditions of the Net Lease, the acceptance by the Net Lessor of Tenant as the lessee under the Net Lease,or a release of Landlord from performance of its obligations under the Net Lease.

ARTICLE 10

ENTRY; RIGHT TO CHANGE PUBLIC PORTIONS OF THE BUILDING

10.01

10.02

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)


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10.03 Subject to the provisions of thisArticle 10, Landlord shall also have the right on reasonable prior notice during Operating Hours and incoordination with Tenant so as not to unreasonably disrupt Tenant’s business operations to enter theDemised Premises for the purpose of inspecting them or exhibiting them to prospective purchasers orlessees of the Building or to prospective mortgagees or to prospective assignees of any such mortgagees.During the Applicable Exhibiting Period, Landlord may exhibit the Demised Premises to prospectivetenants, upon prior reasonable notice to Tenant and in coordination with Tenant so as not to unreasonablydisrupt Tenant’s business. The term “Applicable Exhibiting Period” shall mean (i) in the event Tenantshall not have exercised a Renewal Option for a subsequent Renewal Term pursuant to Article 38 of thisLease (or no subsequent Renewal Term is available pursuant to Article 38), prior tothe expiration of the term of this Lease, and (ii) in the event Tenant shall have exercised a RenewalOption for a subsequent Renewal Term pursuant to Article 38 of this Lease but such exercise issubsequently voided pursuant to Section 38.07 of this Lease, the period commencing on the date onwhich the exercise of such option is voided (which date, as set forth in Section 38.07 hereof, must be nolater than prior to the expiration of the term of this Lease).]

10.04 Landlord’s Right to Change the Building. Following the completion of BasicConstruction, Landlord shall have the right at any time without thereby creating an actual or constructiveeviction or incurring any liability to Tenant therefor,

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)


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10.05 Additional Conditions.

10.06 (i) [Right of Access by Tenant; Right of Access by Other Tenants. Tenantshall have, throughout the term of this Lease, a right of access through other tenant spaces as necessary toerect, use and maintain which Tenant is permitted orrequired to erect, use or maintain pursuant to this Lease, provided, that Tenant shall (a) provide Landlordand tenant whose space is affected with reasonable prior notice of the need for such access, (b) schedulesuch access so as not to interfere with the business of the tenant whose space is affected or inconvenienceother tenants of the Building, (c) repair any damage to the Building or the accessed space, or the fixtures,finishes or property therein, arising out of such access or work, and (d) reimburse the tenant whose spaceis affected for any cost incurred by such tenant as a result of permitting such access and work.]

(ii) [Any tenant of premises in the Building who is authorized by Landlordfor this purpose shall have, for so long as authorized by Landlord, a right of access through the Premisesto erect, use and maintain , in any case only in the samelocations permitted under Section 10.01, provided that Landlord shall (a) provide Tenant with reasonableprior notice of the need for such access, (b) schedule such access so as not to interfere with the businessof Tenant, (c) repair any damage to the Building or the Premises or the fixtures, finishes or propertytherein, (d) reimburse Tenant for any cost incurred by Tenant as a result of permitting such access andwork, and (e) comply with the other requirements and provisions of Section 10.01. Any access pursuantto this Section 10.06(ii) shall be subject to Section 10.07.]

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)


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10.07

ARTICLE 11

LAWS, ORDINANCES, REQUIREMENTS OF PUBLIC AUTHORITIES

11.01 Compliance by Tenant.

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)


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6316842v.1

11.02 Notice to Landlord. If Tenant receives written notice of any violation of LegalRequirements applicable to the Demised Premises, it shall endeavor to give prompt notice thereof toLandlord, but no inadvertent failure to do so shall cause Tenant to suffer any liability hereunder.

11.03 Compliance by Landlord.

ARTICLE 12

REPAIRS

12.01 Repairs by Tenant. Except for those repairs which are Landlord’s responsibilityunder this Lease, Tenant shall take good care of the Demised Premises and the fixtures therein, and shallrepair any non-structural damage thereto as and when needed to preserve them in good working order andcondition upon and subject to all of the terms of this Lease. Tenant acknowledges that such obligationapplies to, without limitation, (b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)


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6316842v.1

12.02 Repairs by Landlord. [Except for those repairs which are expressly required tobe made by Tenant pursuant to Section 12.01 above, Landlord shall, at Landlord’s expense, and withreasonable diligence, make all repairs and replacements, structural and otherwise, necessary or desirablein order to keep in good order and repair

]

12.03 GSA R&M Work.

A.

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5)


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B.

C.

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)


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D.

E.

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)


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F.

(b)(4), (b)(5)

(b)(4), (b)(5)


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ARTICLE 13

ALTERATIONS; FIXTURES

13.01 Alterations by Tenant.

A. Landlord’s Consent to Alterations. Tenant shall make no alterations,installations, additions or improvements in or to the Demised Premises or the electrical, plumbing,mechanical or heating, ventilating and air-conditioning systems serving the Demised Premises(collectively, “Alterations”) except in compliance with the provisions of this Article 13 (and otherwise inaccordance with the terms of Exhibit C attached to this Lease). For avoidance of doubt, it is confirmedthat the term “Alterations” does not include Tenant’s Work performed by Landlord pursuant to the WorkLetter. Tenant shall make no Alteration (other than Decorative Alterations) without Landlord’s priorconsent, which consent (other than with respect to Material Alterations) shall not be unreasonablywithheld or delayed. Notwithstanding the foregoing, (i) decorative Alterations such as painting,carpeting and floor and wall coverings (collectively, “Decorative Alterations”) may be made by Tenantwithout Landlord’s approval, and (ii) Landlord’s consent may be withheld in its sole and absolutediscretion with respect to any Material Alterations except as hereinafter expressly provided. “MaterialAlterations” means any

(b)(4), (b)(5)

(b)(4), (b)(5), (b)(7F)


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B. Timing of Performance of Alterations.

C. Miscellaneous. If any mechanic’s lien is filed against the Building for workclaimed to have been done for or materials claimed to have been furnished to Tenant, it shall bedischarged by Tenant within after notice to Tenant of the same, at Tenant’s expense, byfiling the bond required by law or payment or otherwise. If Tenant fails to discharge such lien withinsuch period, then Landlord (upon prior notice to Tenant) shall have theright to discharge same (by filing the bond required by law) and Landlord’s Cost in obtaining such bondshall be repaid in full by Tenant to Landlord as additional rent within after writtendemand therefor.

D. Port Authority Manual and QAD Approval. All Alterations shall be done atTenant’s sole expense and in full compliance with all Legal Requirements, including the Port AuthorityManual. Landlord is not obligated to perform any Alterations for or on behalf of Tenant, except asexpressly provided in the Work Letter and in Sections 12.03 and 17.08 of this Lease. Notwithstandinganything herein to the contrary, to the extent required by the Port Authority Manual, Tenant shall notcommence any Alterations (including a Decorative Alteration) until all applicable requirements of thePort Authority Manual with respect to such Alterations shall have been fully satisfied, including theobtaining of the approval of QAD. Landlord shall cooperate in connection therewith at Landlord’sexpense and otherwise upon and subject to the terms of Section 5.04 of this Lease. The data to besupplied by Tenant in connection with any Alterations shall

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5)

(b)(4), (b)(5) (b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5), (b)(7F)


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13.02 Required Insurance. Prior to commencing any Alteration, Tenant shall furnish toLandlord (subject to the terms of the Port Authority Manual):

A. Copies of all governmental permits and authorizations required to commencesuch Alteration.

B. A certificate evidencing that Tenant’s contractors have procured workmen’scompensation insurance in statutory limits covering all persons employed in connection with the workwho might assert claims for death or bodily injury against the lessor under the Net Lease, Landlord,Tenant or the Building.

C.

D.

E. Such additional personal injury and property damage insurance and generalliability insurance (with completed operations endorsement) for any occurrence in or about the Buildingfrom Tenant’s contractors, in such limits as Landlord may reasonably require because of the nature ofthe work to be done by Tenant and with insurers reasonably satisfactory to Landlord.

[

13.03 Restoration.

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)


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(b)(4), (b)(5), (b)(7F)


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13.04 Miscellaneous Restrictions.

A. Before proceeding with any Alteration other than a Decorative Alteration,Tenant shall submit to Landlord the number of copies of therefor thenrequired by the terms of Exhibit C attached to this Lease.

B. Tenant shall not be permitted to install any which are subject to liens,chattel mortgages or security interests (as such term is defined in the Uniform Commercial Code as thenin effect in New York) but Tenant shall be permitted to lease or finance any and all Tenant’s Propertyand to have liens, chattel mortgages and/or security interest thereon.

C.

.

D. All Alterations shall at all times comply with all Legal Requirements (includingthe Port Authority Manual) and the Rules and Regulations annexed to this Lease as Exhibit C (includingchanges to such Rules and Regulations adopted by Landlord in accordance with Article 26 below) andLandlord shall cooperate with Tenant in connection with such compliance in accordance with theprovisions of Section 5.04 of this Lease. Tenant, at its expense, shall cause all Alterations to beperformed in a good and workmanlike manner, using materials and equipment at least equal in quality tothe Building Standards set forth on Exhibit C annexed to this Lease. Tenant shall have the right to fileplans for any proposed Alteration with any Governmental Authority (including QAD) prior toLandlord’s approval of such plans, provided that (i) Tenant shall simultaneously deliver to Landlord aset of such plans if same have not theretofore been delivered to Landlord, and (ii) in no event shallTenant be permitted to commence the work or to pull or obtain any required permits or license to be

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)


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issued by any Governmental Authority (including QAD) authorizing such work until Landlord hasapproved such plans pursuant to the provisions of this Article 13. All Alterations shall be promptlycommenced and completed and shall be performed in such manner so as not to interfere with theoccupancy of any other tenant nor delay or impose any additional expense upon Landlord in themaintenance, cleaning, repair, safety, management, or security of the Building (or the Building’sequipment) or in the performance of any improvements. If any such additional expense is incurred,Landlord may collect Landlord’s Cost thereof as additional rent from Tenant within thirty (30) days afterdelivery of an invoice therefor. Subject to the terms of Exhibit C attached to this Lease, Tenant shall

E. Tenant, at its sole expense, promptly shall procure the cancellation or dischargeof all notices of violation arising from or otherwise connected with its Alterations which shall be issuedby any Governmental Authority.

F. Only Landlord or parties first approved by Landlord shall be permitted to act asa contractor or subcontractor for any Alteration. Such approval shall not be unreasonably withheld ordelayed.

Any disapproval shall include an explanation of the reasons therefor.Landlord reserves the right to exclude from the Building any party attempting to act as a constructioncontractor in violation of this Article. In the event Tenant shall employ any contractor permitted in thisArticle, such contractor or any subcontractor may have use of the Building facilities subject to theprovisions of this Lease and the Rules and Regulations adopted in accordance with Article 26. Anycontractors and subcontractors hereafter approved by Landlord shall be deemed approved for the one (1)year period from the date of approval thereof; provided, however, that Landlord may withdraw itsapproval thereto at any time prior to Tenant entering into a contract with such contractor (or Tenant’sapproved contractor entering into a contract with such subcontractor). Notwithstanding anything in thisLease to the contrary, Tenant acknowledges that in connection with any Alterations, Landlord mayrequire t

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5)

(b)(4), (b)(5), (b)(7F)


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G. The performance of any Alteration (or the use of any materials in connectionwith such Alteration) shall not be done in a manner which would disturb harmony with any tradeengaged in performing any other work in the Building (including the creation of any work slowdown,sabotage, strike, picket or jurisdictional dispute) or create any actual interference with the operation ofthe Building. Tenant shall immediately stop the performance of any Alteration (or the use of anymaterials in connection with such Alteration) if Landlord notifies Tenant that continuing such Alterationwould so disturb harmony with any trade engaged in performing any other work in the Building or createany actual interference with the operation of the Building. Landlord and Tenant shall cooperate with oneanother in all reasonable respects to avoid any such labor disharmony. Tenant may at any time utilizeTenant’s employees to perform Alterations, whether or not such employees shall be unionized; provided,however, that such employees shall be properly licensed and qualified to perform such Alteration andshall not cause labor disharmony in the Building.

H. No approval of any plans or specifications by Landlord or consent by Landlordallowing Tenant to make any Alterations or any inspection of Alterations made by or for Landlord shallin any way be deemed to be an agreement by Landlord that the contemplated Alterations comply withany Legal Requirements (including the Port Authority Manual) or insurance requirements nor shall it bedeemed to be a waiver by Landlord of the compliance by Tenant of any provision of this Lease.

I. Subject to Landlord’s consent, which shall be granted or withheld in accordancewith and subject to the terms and conditions of this Article 13, Tenant shall be permitted to install a

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)


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13.05 Charges and Other Restrictions.

A. Tenant shall reimburse Landlord, as additional rent, for Landlord’s Cost of thefees and expenses charged by any third-party architect or engineer in connection with the review ofTenant’s plans and specifications for any Alterations (i.e., excluding all Landlord Entities and their in-house personnel and any architect and/or engineer employed by any Landlord Entity in connectiontherewith, it being acknowledged that the markup included in the definition of Landlord’s Cost isintended in part to cover the cost of oversight of such third party architects and engineers by such in-house personnel, architects and engineers).

B. [Tenant shall pay to Landlord, as additional rent within thirty (30) days afterdelivery of an invoice therefor, a charge equal to (i) Landlord’s Cost for all standby Building personnelreasonably required to supervise, assist and/or otherwise perform any services in connection with theperformance by Tenant of any Alteration for the period that Landlord makes such personnel availabletherefor in accordance with standard Building procedures (including any applicable overtime costsLandlord incurs to make such personnel available therefor), plus (ii) Landlord’s Cost for any standbylabor and/or operating personnel that may be required to comply with applicable Legal Requirementsand/or union jurisdictional requirements with respect to the balance of the World Trade Center (otherthan the Building).]

C. [In connection with any Alteration by Tenant, Tenant shall be responsible forany charges payable to Port Authority (in its governmental capacity) for the filing and review ofTenant’s architectural and engineering plans (including any permitting and filing fees of QAD) inaccordance with the Port Authority Manual.]

D.

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)


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E. All Alterations shall be subject to and performed in accordance with applicableLEED standards or its equivalent to the extent Landlord has obtained (and is then maintaining) or is thenseeking a LEED certification or its equivalent, including those set forth in the Rules and Regulationsannexed to this Lease as Exhibit C. Tenant at its expense shall be obligated to fully comply with allLEED obligations imposed upon Tenant pursuant to the terms of the Port Authority Manual. Landlordhereby advises Tenant that (a) it is Landlord’s intention to obtain a LEED certification of gold (or LEEDGold Alternative Path or its equivalent) with respect to the Building and (b) the Building has beendesigned and engineered (and is being constructed) by Landlord in accordance with such intention.Landlord agrees to use commercially reasonable efforts to obtain such LEED certification, althoughLandlord shall not be obligated to commence an action or proceeding or to incur any material expensesin connection therewith. Promptly following the completion of Basic Construction and the issuance ofany LEED certification with respect to the Building, Landlord shall deliver notice to Tenant with respectthereto. Any failure for any reason by Landlord to obtain or maintain such LEED certification shall notconstitute a default by Landlord, entitle Tenant to any abatement or reduction in Fixed Rent or additionalrent, relieve Tenant of any obligation under this Lease or impose any liability upon Landlord.

F.

ARTICLE 14

[EACH PARTY’S RIGHT TO PERFORM THE OTHER PARTY’S OBLIGATIONS; TENANT’SOFFSET RIGHTS]

14.01 Self-Help Rights. A. If Tenant shall default in the observance or performance ofany term or covenant on its part to be observed or performed under or by virtue of any of the terms orprovisions in any Article of this Lease, and such default shall continue beyond any applicable notice andcure period, Landlord, without being under any obligation to do so and without thereby waiving suchdefault, may, upon at least prior notice to Tenant and an opportunity to cure (or suchshorter periods, if any, as may be feasible in the case of an emergency, it being acknowledged that no

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5), (b)(7F)


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notice may be feasible in the case of an emergency), which notice shall expressly state Landlord’sintention to exercise its rights under this Section 14.01 (and when and how Landlord intends to do thesame), remedy such default for the account and at the expense of Tenant equal to Landlord’s Costtherefor. If Landlord makes any expenditures in connection therewith, such sums paid shall be deemed tobe additional rent hereunder and shall be paid to Landlord by Tenant within aftersubmission by Landlord to Tenant of a reasonably detailed invoice therefor. If the term of this Leaseshall have expired or otherwise terminated at the time of making of such expenditures or incurring of suchobligations, such sums shall be recoverable by Landlord in a single lump payment.

B.

14.02

(ii) (

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)


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(iii)

ARTICLE 15

NO LIABILITY; FORCE MAJEURE

15.01 No Representations. Landlord or Landlord’s agents have made norepresentations or promises with respect to the Building, the Land or the Demised Premises except asherein expressly set forth and no rights, easements or licenses are acquired by Tenant by implication orotherwise except as expressly set forth in the provision of this Lease.

15.02 Force Majeure.

A. Except as may be specifically provided for elsewhere in this Lease and in theWork Letter, this Lease and the obligation of Tenant to pay Rent hereunder and perform all of the othercovenants and agreements hereunder on the part of Tenant to be performed shall in no way be affected,impaired or excused because Landlord is unable to fulfill any of its obligations under this Lease or isunable to supply or is unable to make or is delayed in making any repairs, additions, alterations ordecorations or is unable to supply or is delayed in supplying any equipment or fixtures (except for thepayment of any sums due to Tenant hereunder), if Landlord is prevented or delayed from so doing byreason of Force Majeure.

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)


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B. Except as may be specifically provided for elsewhere in this Lease and in theWork Letter, this Lease and the obligation of Landlord to perform all of the covenants and agreementshereunder on the part of Landlord to be performed shall in no way be affected, impaired or excusedbecause Tenant is unable to fulfill any of its obligations under this Lease (except for the payment ofRent), if Tenant is prevented or delayed from doing so by reason of Force Majeure.

15.03 No Liability of Landlord.

A. Except to the extent of Landlord’s and/or its agents’, servants’, employees’ orcontractors’ negligence or intentional acts or omission and provided Landlord has complied with itsobligations under this Lease with respect thereto, Landlord and its agents shall not be liable to Tenant orany third party for any damage to property of Tenant or of others entrusted to employees of the Building,nor for the loss of or damage to any property of Tenant by theft or otherwise. Unless caused by or due tothe negligence or intentional acts or omissions of Landlord and/or its agents, servants, employees orcontractors (but subject to the terms of Section 16.04 of this Lease) and provided Landlord has compliedwith its obligations under this Lease with respect thereto, Landlord and its agents, servants, employeesor contractors shall not be liable for any injury or damage to persons or property resulting from fire,explosion, falling plaster, steam, gas, electricity, water, rain or snow leaks from any part of the Buildingor from the pipes, appliances or plumbing works or from the roof, street or sub-surface or from any otherplace or by dampness or by any other cause of whatsoever nature, nor shall Landlord and its agents,servants and employees be liable for any such damage caused by other tenants or persons in the Buildingor caused by operations in construction of any private, public or quasi-public work, but the foregoingshall not limit Tenant’s rights or decrease Landlord’s obligations under this Lease.

B. If at any time any windows of the Demised Premises are temporarily closed up,Landlord shall not be liable for any damage Tenant may sustain thereby and Tenant shall not be entitledto any compensation therefor nor abatement of Rent nor shall the same release Tenant from itsobligations hereunder nor constitute an eviction. Landlord shall use its commercially reasonable effortsto minimize any unreasonable interference with Tenant’s use of the Demised Premises and to close asfew windows as possible and to proceed with due diligence to re-open any such closed windows.

15.04 No Recourse to Principals of Landlord. Except to the extent of Landlord’s“leasehold estate and interest in and to the Building” as defined in Section 15.05, no recourse shall be hadon any of Landlord’s obligations under this Lease or for any claim based thereon or otherwise in respectthereof against any incorporator of Landlord, subscriber to Landlord’s capital stock, shareholder,employee, agent, officer or director, past, present or future, of any corporation, or any partner or jointventurer of any partnership or joint venture, or any member of any limited liability company which shallbe Landlord hereunder or included in the term “Landlord” or of any successor of any such corporation orlimited liability company, or against any principal, disclosed or undisclosed, or any such corporation orlimited liability company, or against any principal, disclosed or undisclosed, or any affiliate of any partywhich shall be Landlord or included in the term “Landlord,” whether directly or through Landlord orthrough any receiver, assignee, agent, trustee in bankruptcy or through any other person, firm orcorporation, whether by virtue of any constitution, statute or rule of law or by enforcement of anassessment or penalty or otherwise, all such liability being expressly waived and released by Tenant.

15.05 Recourse to Landlord. Tenant shall look only and solely to Landlord’s leaseholdestate and interest in and to the Building and the rents and profits and proceeds therefrom for thesatisfaction of any right of Tenant arising out of this Lease or for the collection of judgment or otherjudicial process or arbitration award requiring the payment of money by Landlord in connection with thisLease and no other property or assets of Landlord, Landlord’s agents, incorporators, shareholders,employees, officers, directors, members, partners, agents, principals (disclosed or undisclosed), joint


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venturers, or affiliates shall be subject to levy, lien, execution, attachment, or other enforcementprocedure for the satisfaction of Tenant’s rights and remedies under or with respect to this Lease, therelationship of Landlord and Tenant hereunder or under law, or Tenant’s use and occupancy of theDemised Premises or any other liability of Landlord to Tenant.

ARTICLE 16

THIRD PARTY CLAIMS; INSURANCE

16.01 Third Party Claims.

A. Tenant is responsible for tort claims to the extent provided by the Federal TortClaims Act (28 U.S.C. Section 1346(b)).

B. (i) Notwithstanding any provisions of this Lease to the contrary, Landlordshall not be liable to Tenant for Consequential Damages of any kind or nature (including ConsequentialDamages in respect of (A) any loss of use of the Demised Premises or any Alterations or otherwise, or(B) any loss of use of, or rents from, the Building or any part thereof) in any event whatsoever, even ifarising from any act, omission or negligence of Landlord or from the breach by Landlord of itsobligations under this Lease.

(ii) Notwithstanding any provisions of this Lease to the contrary, Tenantshall not be liable to Landlord for Consequential Damages of any kind or nature (including ConsequentialDamages in respect of (i) any loss of use of the Demised Premises or any Alterations or otherwise, or (ii)any loss of use of, or rents from, the Building or any part thereof) in any event whatsoever, even if arisingfrom any act, omission or negligence of Tenant or from the breach by Tenant of its obligations under thisLease.

C. The provisions of this Section 16.01B shall survive the expiration or earliertermination of this Lease. The preceding sentence in no way waives any claim that may be broughtunder the Federal Tort Claims Act, which shall be governed by the applicable statute of limitations.

16.02 No Violation of Building Policies. Tenant shall not commit or permit anyviolation of the public liability or “all risk” property policies covering the Building and/or the fixtures,equipment and property therein carried by Landlord (provided such policies contain terms and conditionsthat are customary in policies for Comparable Buildings and Tenant is given notice of same), or do orpermit anything to be done, or keep or permit anything to be kept, in the Demised Premises, that in caseof any of the foregoing (i) would violate or result in termination of any such policies, or (ii) would resultin reputable and independent insurance companies refusing to insure the Building or the property of

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Landlord in amounts reasonably satisfactory to Landlord. Neither the fact that Tenant is a governmentalentity nor the use of the Premises by Tenant for general offices in accordance with Section 5.01 of thisLease shall be deemed to violate the provisions of this Section 16.02.

16.03 Premium Increases. If, by reason of (i) Tenant’s knowing failure to comply withany term or provision of this Lease, or (ii) any particular manner of use required by Tenant or any TenantParty in connection with the Demised Premises (other than general office use), in either case, causes therates for liability and property insurance on the Building or on the property and equipment of Landlord tobe higher than they otherwise would be, then Tenant shall reimburse Landlord for the additional insurancepremiums thereafter actually paid by Landlord that shall have been charged because of the aforesaidreasons, such reimbursement to be made from time to time on Landlord’s demand. Neither the fact thatTenant is a governmental entity nor the use of the Premises for general offices in accordance with Section5.01 of this Lease shall give rise to liability under the provisions of this Section 16.03.

16.04 Waiver of Liability and Subrogation.

A. Landlord and Tenant, each at its own expense (if any) shall secure and maintainan appropriate clause in, or an endorsement upon, each fire or “all risk” policy obtained by it andcovering the Building, the Premises and Tenant’s Repairable Property, pursuant to which the respectiveinsurance companies irrevocably waive any and all right to subrogation, it being understood that Tenantis not required by this Lease to maintain insurance of any kind. Each party hereby releases the other andits partners, members, agents, officers and employees (and in the case of the release granted byLandlord, all other persons occupying or using the Demised Premises) with respect to any claim(including a claim for negligence) that the releasing party might otherwise have against the other partyand its partners, members, agents, officers and employees (and in the case of the release granted byLandlord, all other persons occupying or using the Demised Premises) for loss, damages or destructionwith respect to its property by fire or other casualty (including rental value or business interruption, asthe case may be) or otherwise occurring during the term. The waiver of subrogation or permission forwaiver of any claim hereinbefore referred to shall extend to the agents of each party and its members,partners, officers and employees and, in the case of Tenant, shall also extend to all other personsoccupying or using the Demised Premises in accordance with the terms of this Lease, and shall cover alldeductibles maintained by each party in its policies irrespective of whether same exceed the amountspermitted hereunder.

B. The release provided for in Section 16.04A shall not be affected in the eventeither party self-insures, whether or not such self-insurance is permitted under this Lease.

16.05 (b)(4), (b)(5)


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B.

C.

D.

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)


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E.

F.

G. Nothing contained in this Section 16.05 shall be deemed to limit Landlord’sobligations to repair or restore the Building or the Demised Premises under Article 17 or any otherprovision of this Lease.]

16.06

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)


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ARTICLE 17

DAMAGE BY FIRE OR OTHER CAUSE

17.01 Repairs by Landlord. If the Demised Premises (including all Alterations,Tenant’s Property and Tenant’s Work (collectively, “Tenant’s Repairable Property”)) or the Building (insuch a manner that materially interferes with Tenant’s use of the Demised Premises or reasonable accessthereto) shall be damaged by fire or other cause, the damages (including to Basic Construction) shall berepaired and restored to substantially the same condition as existed prior to the damage by and at theexpense of Landlord (except that (i) Landlord’s obligation to repair and restore Alterations and Tenant’sWork shall be limited solely to the extent provided in Section 17.08, and (ii) Landlord shall in no event beobligated to repair or restore Tenant’s Property) and, until the Casualty Rent Abatement Date (but subjectto Landlord’s right to elect not to restore the same as provided below), Tenant shall receive an abatementof the Rent payable hereunder for all affected portions of the Demised Premises, which shall beapportioned as of the date of the casualty according to the portion of the Demised Premises (or all of thePremises, if the Premises is totally damaged, as the case may be) which is usable by Tenant for thenormal conduct of its business, it being agreed that (i)

(ii) the foregoing abatement shall end with respect to any full floorupon the date on which Tenant shall move into a material portion of the previously untenantable portionthereof for the normal conduct of its business. Landlord may deliver full floors to Tenant from time totime as the Limited Casualty Restoration Work with respect thereto shall be substantially completed. TheFull Casualty Restoration Work and the Limited Casualty Restoration Work shall include the portions ofthe Building and the Premises for which Landlord is responsible pursuant to the terms of Article 12 ofthis Lease. Landlord shall deliver notice to Tenant at least twenty (20) days prior to the date on whichLandlord expects that the Full Casualty Restoration Work and the Limited Casualty Restoration Workwill each be substantially completed. Notwithstanding anything herein to the contrary, (i) Landlord shallnot carry insurance on Tenant’s Property (and shall carry insurance on Alterations and Tenant’s Workonly if and to the extent provided in Section 17.08) and Tenant agrees that, except as and to the extentprovided with respect to Tenant’s Work and any Alterations in Section 17.08 of this Lease, Landlord willnot be obligated to repair any damage thereto or to replace the same, and (ii) except as provided inSection 17.08D(iii) and (iv), Tenant shall not be required to repair or restore Tenant’s Property.

17.02 Tenant’s Cancellation Rights.

A. Delivery of Damage Statement. In the event that the Demised Premises or theBuilding (in such a manner that materially interferes with Tenant’s use of the Demised Premises orreasonable access thereto) shall be damaged by fire or casualty, within ninety (90) days after suchdamage or casualty, Landlord shall deliver to Tenant a statement (hereinafter referred to as the “DamageStatement”) prepared by a reputable licensed architect, engineer or contractor having at least ten (10)years experience in such matters selected by Landlord setting forth such architect’s, engineer’s orcontractor’s reasonable estimate as to the time required for Landlord to substantially complete the FullCasualty Restoration Work. The Damage Statement (to the extent applicable) shall set forth theestimated repair periods with respect to groups of one (1) or more damaged or untenantable floors.

B. Tenant’s Initial Right to Terminate. The parties to this Lease agree that if thedamaged or untenantable portion of the Premises consists of of the aggregate RSF of thePremises or more and the estimated repair period with respect to such damaged or untenantable areaextends beyond the date that is following the date of such fire or casualty (the“Casualty Termination Date”), Tenant as its sole remedy may elect to terminate this Lease in its entiretyby notice to Landlord delivered not later than thirty (30) days following Tenant’s receipt of the Damage

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)


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Statement, time being of the essence. Notwithstanding the foregoing, Tenant may not elect to terminatethis Lease pursuant to the foregoing terms if (i) the Damage Statement also provides that such repairwork by Landlord may be completed within the required period herein in accordance with a workingschedule requiring the performance of all or a portion of such repair work on an overtime basis and (ii)Landlord agrees to perform such repair work in accordance with such working schedule.

C. Tenant’s Subsequent Right to Terminate. Notwithstanding the foregoing, if (a)the damaged or untenantable portion of the Premises consists of of the aggregate RSF of thePremises or more, (b) Tenant shall not have exercised such termination right in Section 17.02B of thisLease (or such right shall not have been applicable, as the case may be), and (b) the Full CasualtyRestoration Work is not substantially completed by Landlord on or prior to the date (the “TerminationDate”) that is the later of the Casualty Termination Date or the final day of the estimated repair periodset forth in the Damage Statement, then Tenant may elect as its sole remedy to terminate this Lease inits entirety by notice to Landlord given no later than following the Termination Date,time being of the essence; provided, however, no such right of Tenant to terminate this Lease may beexercised on account of delays resulting from (x) Force Majeure and adjustment of insurance unless anduntil such delay or delays shall, in the aggregate, exceed (provided that Landlordcomplies with the notice provisions required under the Force Majeure definition set forth in this Lease)and/or (y) Tenant’s Delays in accordance with the applicable terms of the Work Letter (provided thatLandlord complies with the notice provisions required under the definition of Tenant’s Delay set forth inthe Work Letter).

17.03 Landlord’s Cancellation Rights. If the Building shall be so damaged (i.e.,damage which costs more than of the replacement cost of the Building to repair)that Landlord shall decide to demolish it or not to rebuild or otherwise restore it and Landlord terminatesthe leases of at all tenants in the Building (if Landlord has decided to demolish) or all of the tenants in theBuilding whose premises were similarly affected (if Landlord has decided not to rebuild or otherwiserestore), then Landlord may, within

if necessary, for Landlord to complete the adjustment of insurance and to obtain allrequired consents from any Superior Lessors and/or Superior Mortgagees, in which event Landlord shalldeliver notice to Tenant stating its need for such additional aftersuch fire or other casualty, deliver to Tenant a notice in writing of such decision, which notice shall beaccompanied by reasonable evidence (or Landlord shall provide Tenant with such reasonable evidencepromptly after request therefor) that (i) the terms of this Section 17.03 have been complied with, and (ii)that the Port Authority (if the Port Authority is then a Landlord Entity) has approved such decision, andthereupon the term of this Lease shall expire by lapse of time upon the tenth day after such notice isgiven, and Tenant shall promptly thereafter vacate the Demised Premises and surrender the same toLandlord. Tenant hereby expressly waives the provision of Section 227 of the Real Property Law andagrees that the foregoing provision of this Article shall govern and control in lieu thereof, this Articlebeing an express agreement.

17.04 Miscellaneous.

A. No Damages/Landlord Repairs. No damage, compensation or claims shall bepayable by Landlord for inconvenience, loss of business or annoyance arising from any repair orrestoration of any portion of the Demised Premises or of the Building pursuant to the terms of this

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)


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Article 17. Landlord shall use its reasonable and diligent efforts to effect its repairs promptly and insuch a manner as not unreasonably to interfere with Tenant’s occupancy (which reasonable efforts shallinclude coordination with Tenant in scheduling such repairs or restoration but which shall in no eventobligate Landlord to pay overtime or other premium rates unless Tenant requests Landlord to incur suchovertime costs provided that Tenant shall pay to Landlord, as additional rent, within thirty (30) days afterdelivery of an invoice therefor, an amount equal to the difference between (x) the overtime or otherpremium pay rates, including all fringe benefits and other elements of such pay rates, and (y) the regularpay rates for such labor, including all fringe benefits and other elements of such pay rates).

B. No Extension of Tenant’s Casualty Abatement Period. The parties to this Leaseagree that Tenant’s Casualty Abatement Period shall not be extended on account of any delay due toForce Majeure.

C. Advancement of Substantial Completion of Limited Casualty Restoration Work.The parties to this Lease acknowledge that the date on which the Limited Casualty Restoration Workwith respect to the Premises (or with respect to one (1) or more floors thereof, as the case may be) shallbe deemed to be substantially completed for the purposes of this Article 17 shall be advanced one (1)day for each day that the substantial completion of the Limited Casualty Restoration Work is delayed onaccount of a Tenant’s Delay in accordance with the applicable terms of the Work Letter, provided thatLandlord complies with the notice provisions required under the definition of Tenant’s Delay set forth inthe Work Letter (it being agreed that the date on which the Limited Casualty Restoration Work shall bedeemed to be substantially completed for the purposes of this Article 17 shall not be advanced onaccount of any delay due to Force Majeure).

17.05 Insurance Proceeds.

17.06 Access by Tenant. Upon the substantial completion of the Limited CasualtyRestoration Work pursuant to this Article 17, Landlord shall provide Tenant and its contractors access tothe Premises to perform the repair work to be performed by Tenant hereunder, at such appropriate timesand in such appropriate sequence during the progress of the Full Casualty Restoration Work as Landlordand Tenant shall mutually determine, each acting reasonably. Such access and work shall be upon andsubject to all of the applicable terms of this Lease. Landlord’s contractors shall have full and completepriority with respect to the performance of the Limited Restoration Work.

17.07 Casualty Near End of Term. If more than of theDemised Premises or a substantial (i.e., more than portion of the Building shall bedamaged by fire or other casualty during the last of the term of this Lease, unless Tenant

(b)(4), (b)(5)

(b)(4), (b)(5)(b)(4), (b)(5)

(b)(4), (b)(5)


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shall have theretofore extended the term of this Lease pursuant to Article 38 of this Lease, Landlord orTenant may, upon notice to the other, cancel and terminate this Lease as of the date setforth in such notice, as if such date were the stated Expiration Date of this Lease and Landlord shall haveno duty to repair and/or restore the Demised Premises; [provided, however, that if Landlord delivers suchtermination notice, Tenant may by notice to Landlord (given within days of Landlord’s notice)extend the termination date for up to one year following the casualty (but in no event shall such date bebeyond the Expiration Date) with respect to such portion of the Demised Premises as shall not have beenmaterially damaged by such fire, provided that Landlord shall have no obligation to do any restoration orrepair work in connection with such fire or other casualty (but Tenant shall nonetheless be entitled to theabatement of Rent provided for herein).]

17.08

A.

B.

C.

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)


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D.

(ii)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)


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(iii)

(iv)

17.09

17.10

ARTICLE 18

CONDEMNATION

18.01 Condemnation or Taking. In the event that the whole of the Demised Premisesshall be condemned or taken in any manner for any public or quasi-public use, this Lease and the termand estate hereby granted shall forthwith cease and terminate as of the date of vesting of title. In theevent that only a part of the Demised Premises shall be so condemned or taken, then, effective as of thedate of vesting of title, the Fixed Rent and any additional rent hereunder for such part shall be equitably

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)


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abated and this Lease shall continue as to such part not so taken unless Tenant elects to cancel this Leasepursuant to its rights to do so. In the event that only a part of the Building shall be so condemned ortaken, then (a) if at least of the RSF of the Building is taken and, in Landlord’sreasonable opinion, substantial structural alteration or reconstruction of the Building shall be necessary orappropriate as a result of such condemnation or taking (whether or not the Demised Premises be affected),Landlord or Tenant may (but only if the restoration cannot be completed withinor such longer period as may be agreed upon by the parties)

at its option, terminate this Lease and the term and estatehereby granted as of the date of such vesting of title by notifying the other in writing of such terminationwithin thirty (30) days following the date on which Landlord shall have received notice of vesting of title(provided, that Landlord may not so terminate this Lease unless it contemporaneously terminates leasesdemising all of the Building Office Space not taken), or (b) if neither party elects to terminate this Lease,as aforesaid, this Lease shall be and remain unaffected by such condemnation or taking, except that theRent shall be abated to the extent, if any, hereinbefore provided. In the event the portion of the DemisedPremises which is condemned or taken exceeds of the RSF of the Demised Premisesor otherwise materially adversely affects Tenant’s use of the balance of the Demised Premises, Tenantshall have the right to cancel this Lease by delivering to Landlord notice within of saidcondemnation or taking. In the event that only a part of the Demised Premises shall be so condemned ortaken and this Lease and the terms and estate hereby granted are not terminated as hereinbefore provided,Landlord will, at its expense, restore with reasonable diligence the remaining structural portions of theDemised Premises as nearly as practicable to the same condition as it was in prior to such condemnationor taking.

18.02 Termination of this Lease. In the event of termination in any of the caseshereinabove provided, this Lease and the term and estate hereby granted shall expire as of the date thirty(30) days after the date of such termination with the same effect as if that were the date hereinbefore setfor the expiration of the term of this Lease, and the Rent hereunder shall be apportioned as of such date.

18.03 Condemnation Award. In the event of any condemnation or taking hereinabovementioned of all or a part of the Building, Landlord shall be entitled to receive the entire award in thecondemnation proceeding, including any award made for the value of the estate vested by this Lease inTenant, and Tenant hereby expressly assigns to Landlord any and all right, title and interest of Tenantnow or hereafter arising in or to any such award or any part thereof, and Tenant shall be entitled toreceive no part of such award. Tenant shall have no claim for the value of any unexpired term of thisLease. Notwithstanding the foregoing, Tenant shall have the right to make a separate claim in any sucheminent domain proceeding for the value of all improvements, alterations and additions made to theDemised Premises by Tenant at Tenant’s sole expense (and for which Landlord did not give Tenant anycredits or allowances) and for the value of Tenant’s furniture, fixtures, machinery and equipmentcontained in the Demised Premises and for expenses (including moving expenses and attorneys’ fees)incurred by Tenant as a result of any such proceeding and Tenant’s moving expenses to a different site,provided no such award to Tenant shall reduce the amount of any award to Landlord.

18.04 Condemnation Near End of Term. If more than ofthe Demised Premises or a substantial (i.e., more than portion of the Building shallbe taken in condemnation during the last of the term of this Lease, unless Tenant iswilling to extend the term of this Lease pursuant to Article 38 of this Lease, Landlord (provided, thatLandlord obtains any and all required consents from any Superior Lessors or Superior Mortgagees) orTenant may upon thirty (30) days’ notice to the other, cancel and terminate this Lease as of the date setforth in such notice, as if such date were the stated Expiration Date of this Lease; [provided, however, thatif Landlord gives the termination notice, Tenant may by notice to Landlord extend the termination date

(b)(4), (b)(5)

(b)(4), (b)(5)(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)(b)(4), (b)(5)

(b)(4), (b)(5)


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following the condemnation with respect to such portion of Tenant’s DemisedPremises as shall not have been so condemned.]

18.05

18.06

ARTICLE 19

INTENTIONALLY OMITTED

ARTICLE 20

DISPUTES

20.01 [Disputes. Except as provided in Section 16.01 as to third party claims, alldisputes and claims under this Lease shall be subject to Section 37 (Disputes) of the General Clauses,regardless of whether such dispute or claim arises under any of the provisions of this Lease which referspecifically to said Section 37.]

20.02

ARTICLE 21

COVENANT OF QUIET ENJOYMENT

Landlord covenants and agrees with Tenant that Tenant may peaceably and quietly enjoythe Demised Premises, subject, nevertheless, to the terms and conditions of this Lease and any Non-Disturbance Agreement with any Superior Lessor or Superior Mortgagee.

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)


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ARTICLE 22

SURRENDER OF PREMISES

22.01 End of Term. [Upon the expiration or other termination of the term of this Lease,Tenant shall quit and surrender the Demised Premises in its then “as-is” condition (subject to anyobligation of Tenant to repair and restore pursuant to the terms of Section 13.03 of this Lease and anyother repair and restoration obligation expressly set forth herein) and shall remove all Tenant’s Propertytherefrom. Tenant’s obligation to observe or perform this covenant shall survive the expiration or othertermination of the term of this Lease.]

ARTICLE 23

DEFINITION OF LANDLORD

23.01 In the event of (V) the making of a Superior Lease to an unrelated third party,(W) the assignment to the tenant thereunder of the landlord’s rights under this Lease, (X) the execution ofa novation agreement in compliance with the Anti-Assignment Act, 41 U.S.C. 15 and the regulationsthereunder (or any successor statute or regulations), if applicable, and (Y) the execution and delivery of aNon-Disturbance Agreement between the landlord under such Superior Lease and Tenant, and the term“Landlord” shall be deemed to refer to the tenant under such Superior Lease, subject to the furtherprovisions of this Article.

23.02 In the event of (X) the termination of a Superior Lease, and (Y) the execution ofa novation agreement in compliance with the Anti-Assignment Act, 41 U.S.C. 15 and the regulationsthereunder (or any successor statute or regulations), if applicable, the term “Landlord” shall be deemed torefer to the former landlord under the Superior Lease, subject to the further provisions of this Article.

23.03 In the event of (W) a transfer (or any transaction which by operation of lawresults in a transfer) of a Superior Lease (or, if there is no Superior Lease, the fee interest in the Land andBuilding) to an unrelated third party, (X) the assignment to the transferee of the landlord’s rights underthis Lease, and (Y) the execution of a novation agreement in compliance with the Anti-Assignment Act,41 U.S.C. 15 and the regulations thereunder (or any successor statute or regulations), if applicable, theterm “Landlord” shall be deemed to refer to the transferee, subject to the further provisions of this Article.

23.04 In the event of any transaction referred to in Section 23.01, 23.02 or 23.03, uponcompliance with the applicable provisions of this Article, the prior Landlord (i.e., the landlord under theSuperior Lease (in case of Section 23.01), the tenant under the Superior Lease which was terminated (incase of Section 23.02), or the transferor (in case of Section 23.02) shall thereupon be released anddischarged from all covenants, conditions and agreements of Landlord hereunder from and after theExecution Date; but such covenants, conditions and agreements from and after the Execution Date shallbe deemed assumed by and binding upon each new Landlord (as defined above) until subsequentcompliance with the provisions of this Article 23.

ARTICLE 24

NOTICES

24.01 [Any notice, statement, certificate, request or demand permitted or required to begiven by the terms and provisions of this Lease shall be in writing sent by (i) hand, against a signedreceipt, (ii) certified or registered mail, return receipt requested, or (iii) a nationally recognized overnight


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courier service providing a signed receipt of delivery, shall include the “PA Lease Number” and the“GSA Lease Number” set forth at the top of the cover page of this Lease, and shall be addressed, as thecase may be, to Tenant at

Either party may, by notice as aforesaid designate a different, or further address or addresses for notices,requests or demands to it. Any such notice, statement, certificate, request or demand which is sent by (a)hand or by such registered or certified mail shall be deemed to have been given when the addressee eitheractually receives such notice or refuses to accept delivery thereof and (b) such courier service shall bedeemed to have been given one (1) Business Day after the date it shall have been sent by such courierservice.]

24.02 Notwithstanding anything herein to the contrary, where expressly provided for inthis Lease, notices under this Lease (each a “Routine Notice”) may be delivered by electronic mail to (x)the Contracting Officer at (or another address(es) designated by theContracting Officer from time to time by a Routine Notice) and to such other parties of which Landlordshall have been given notice in accordance with the terms of this Lease and (y) Landlord’s representativeto an electronic mail address to be furnished to Tenant following the Execution Date (or anotheraddress(es) designated thereby from time to time by a Routine Notice) and to such other parties of whichTenant shall have been given notice in accordance with the terms of this Lease, it being agreed that (i) allinvoices to Tenant under this Lease (together with all associated supporting documentation) may bedelivered by a Routine Notice.

24.03 A notice given by counsel for Landlord or by the managing agent of Landlordshall be deemed a valid notice if addressed and sent in accordance with the provisions of this Article 24.

24.04 Notwithstanding anything to the contrary contained in this Lease, any time periodset forth in this Lease for Tenant to respond to a notice or request from Landlord shall be extended by oneday for each federal government holiday which occurs on a Business Day after the giving of Landlord’snotice or request and on or before the date on which Tenant would otherwise been required under thisLease to respond thereto. The provisions of this Section 24.04 shall not apply to the Work Letter,inasmuch as separate provision for federal government holidays has been made in the definition of“Business Days” in the Work Letter.

ARTICLE 25

FAIR MARKET VALUE DETERMINATION

25.01 Applicable Clauses. In any instance where this Lease expressly provides, or theparties otherwise agree, that a fair market value shall be determined pursuant to this Article 25, suchdetermination shall be made in The City of New York consistent with the Expedited Proceduresprovisions of the JAMS Comprehensive Arbitration Rules and Procedures, as amended from time to time(collectively, the “JAMS Rules”), except to the extent modified by the terms of this Article; provided,however, that with respect to any such determination, (i) the arbitrator shall have no right to awarddamages; (ii) the decision and award of the arbitrator shall be final and conclusive on the parties (except

(b)(4), (b)(5)

(b)(4), (b)(5)


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for Tenant’s rescission rights provided for in this Lease); (iii) a single arbitrator designated in accordancewith the JAMS Rules shall resolve all disputes submitted to arbitration. No arbitrator may serve unless heor she has agreed in writing to abide by the terms of this Article. If any party fails to appear at a dulyscheduled and noticed hearing, the arbitrator is hereby expressly authorized (but not directed) to enterjudgment for the appearing party.

25.02 Procedures. The arbitrator conducting any arbitration shall be bound by theprovisions of this Lease and shall not have the power to add to, subtract from, or otherwise modify suchprovisions. Discovery shall be permitted in connection with the arbitration only to the extent, if any,expressly authorized by the arbitrator upon a showing of substantial need by the party seeking discovery.Unless the parties agree otherwise in writing, and consistent with the FOI Policy and the FOIA, theparties, the arbitrator and JAMS shall treat the proceedings, any related discovery and the decisions of thearbitrator as confidential. The parties may disclose the existence, content, or results of the arbitration inaccordance with the JAMS Rules, applicable professional standards and Legal Requirements. Thearbitrator shall be a qualified, disinterested and impartial person who shall have had at least ten (10)years’ experience in New York City in a calling substantially related to the matter of the dispute.Landlord and Tenant shall each have the right to appear and be represented by counsel before saidarbitrator and to submit such data and memoranda in support of their respective positions in the matter indispute as may be reasonably necessary or appropriate in the circumstances. Notwithstanding anythingherein to the contrary, (x) the arbitrator shall be required to determine the successful party in any sucharbitration and to select either the fair market value proposed by Landlord (as reflected in Landlord’sFinal Offer Notice in the case of Article 38) or the fair market value proposed by Tenant (as reflected inTenant’s Final Offer Notice in case of Article 38), based on which amount he or she determines is closerto being correct (i.e. so-called, “baseball” arbitration without compromise); (y) in connection with anyarbitration proceeding (1) each party shall pay its own out-of-pocket fees and expenses, and (2) the feesand expenses of the arbitrator conducting any arbitration shall be split evenly between the parties; and (z)Landlord and Tenant agree that (i) the arbitrator may not award or recommend any damages to be paid byeither party and (ii) in no event shall either party be liable for, nor be entitled to recover, any damages.

25.03 Reservation. Nothing contained in this Article 25 or the JAMS Rules shall bedeemed to subject Tenant to the sovereignty of any state court. Any dispute under or regarding thisArticle shall be subject to Article 20 of this Lease.

25.04 Survival. This Article 25 shall survive the expiration or sooner termination ofthis Lease.

ARTICLE 26

RULES AND REGULATIONS

26.01 Compliance with Rules. Tenant, its servants, employees, agents, visitors andlicensees shall comply with the Rules and Regulations. Tenant may furnish copies of the Rules andRegulations attached to this Lease as Exhibit C (as the same may hereafter be amended as set forth below)to Tenant’s contractors, subcontractors and potential contractors and subcontractors. Landlord shall havethe right from time to time during the term of this Lease to make reasonable changes in and additions tothe Rules and Regulations

Any such changes permitted by the foregoing shall be binding upon Tenant upon reasonable prior notice

(b)(4), (b)(5), (b)(7F)


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to Tenant of such changes, with the same force and effect as if they were originally attached to this Leaseand incorporated herein.

26.02 Miscellaneous Terms. Any failure by Landlord to enforce any Rules andRegulations now or hereafter in effect, either against Tenant or any other tenant in the Building, shall notconstitute a waiver of the enforceability of any such Rules and Regulations. Landlord shall not enforceany of the Rules and Regulations in a manner which would be discriminatory toward Tenant. In the eventof any conflict or discrepancy between the Rules and Regulations and the terms and provisions of thisLease (excluding Exhibits C and N attached to this Lease), the terms and provisions of this Lease(excluding Exhibits C and N attached to this Lease) shall control.

ARTICLE 27

BROKER

27.01 Each of Landlord and Tenant warrants and represents that it has not dealt withany broker in connection with this transaction other than

and together with Landlord’s Broker, collectively, the “Broker”). Landlord shall be responsible forpayment of any commission or other fee earned by the Broker with respect to this Lease pursuant toseparate agreements. The terms of this Article shall survive the expiration or sooner termination of thisLease.

27.02 [

ARTICLE 28

28.01 By its execution of this Lease, Tenant at its expense agrees to (a) comply with theInformation Security Handbook, (b) require all of its employees, consultants and contractors (and anyother parties required by the Information Security Handbook) to comply with the Information Security

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5), (b)(7F)


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Handbook and the terms of this Article 28 and (c) include in each sublease and other occupancyagreement an express obligation that all subtenants and other occupants of any portion of the Premises(and all of their employees, consultants, contractors and any other parties required by the InformationSecurity Handbook) must comply with the Information Security Handbook and the terms of this Article28.

28.02

28.03

ARTICLE 29

EXISTING LEASE RELEASE

29.01

29.02

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)


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29.03

29.04

ARTICLE 30

WINDOW CLEANING

30.01 Tenant will not clean any window in the Premises from the outside (within themeaning of Section 202 of the New York Labor Law or any successor statute thereto). Tenant shall notbe responsible for the manner in which Landlord cleans, or causes to be cleaned, such windows.Landlord shall cause such windows to be cleaned in accordance with Exhibit R attached to this Lease.

ARTICLE 31

CONSENTS

31.01

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5), (b)(7F)

(b)(4), (b)(5)


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ARTICLE 32

MISCELLANEOUS

32.01 Tenant shall not move any safe, heavy equipment or bulky matter in or out of theBuilding without Landlord’s written consent, which consent shall not be unreasonably withheld ordelayed. If the movement of such items is required to be done by persons holding a Master’s Rigger’sLicense, then all such work shall be done in full compliance with the Administrative Code of the City ofNew York, the Port Authority Manual and other municipal requirements. All of such movements shall bemade during hours which will minimize interference with the normal operations of the Building. Alldamage caused by such movement shall be promptly repaired by Tenant at Tenant’s expense. Subject toapplicable Legal Requirements and Exhibit C attached to this Lease,

32.02 Business machines and mechanical equipment belonging to Tenant, Landlord orother tenants of the Building which may cause noise, vibration or any other nuisance that may betransmitted to other portions of the Building to such a degree as to interfere with the use or enjoyment byTenant or other tenants of their premises or the public portions of the Building or which adversely affectthe Building’s structure, shall be placed and maintained by the party owning such machines and/orequipment at such party’s cost and expense, in settings of cork, rubber or spring type vibration eliminatorssufficient to eliminate any such noise or vibration.

32.03 In the event that an excavation or any construction should be made for buildingor other purposes upon land adjacent to the Building, or should be authorized to be made, Tenant shall,upon reasonable prior notice, if necessary, afford to the person or persons causing or authorized to causesuch excavation or construction or other purpose, the right, in a manner so as to avoid interference withTenant’s business, to enter upon the Demised Premises for the purpose of doing such work as shallreasonably be necessary to protect or preserve the wall or walls of the Building, or the Building, frominjury or damage and to support them by proper foundations, pinning and/or underpinning, or otherwise.

32.04 Intentionally omitted.

32.05 Intentionally omitted.

32.06 The failure of Landlord or Tenant to seek redress for violation of, or to insistupon the strict performance of, any covenant or condition of this Lease, or, as applicable, any of the Rulesand Regulations attached to this Lease as the same may be modified or supplemented as permitted by thisLease, shall not prevent a subsequent act, which would have originally constituted a violation, fromhaving all the force and effect of an original violation. No employee of Landlord or of Landlord’s agentsshall have any power to accept the keys of the Demised Premises prior to the termination of this Lease.The delivery of keys to any employee of Landlord or of Landlord’s agent shall not operate as atermination of this Lease or a surrender of the Demised Premises. The receipt or acceptance by Landlord,or payment by Tenant, of Rent with knowledge of the breach of any covenant of this Lease shall not bedeemed a waiver of such breach. No provision of this Lease shall be deemed to have been waived byLandlord or Tenant, unless such waiver shall be in writing and signed by such party. No payment by

(b)(4), (b)(5)

(b) (7)(F)


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Tenant or receipt by Landlord of a lesser amount than the monthly Rent required to be paid, and noendorsement or statement on any check or any letter accompanying any check or payment as Rent, shallbe deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudiceto Landlord’s right to recover the balance of such Rent or pursue any other remedy in this Lease provided.If Tenant shall at any time make a payment of Rent in an amount less than the full amount of Rentinvoiced by Landlord, then Tenant shall, within five (5) Business Days after delivery to Tenant of arequest therefor (which request may be delivered as a Routine Notice), advise Landlord in writing as towhich amounts invoiced by Landlord Tenant intended such partial payment to be applied.

32.07 This Lease with its exhibits, schedules and annexes (and all guaranties, and otherdocuments being executed by the parties or their guarantors in connection with this Lease) contain theentire agreement between Landlord and Tenant and any executory agreement hereafter made betweenLandlord and Tenant shall be ineffective to change, modify, waive, release, discharge, terminate or effectan abandonment of this Lease, in whole or in part, unless such executory agreement is signed by theparties to this Lease. This Lease may not be orally waived, terminated, changed or modified. This Leasemay be executed in one or more counterparts, each of which shall constitute an original and all of whichwhen taken together shall constitute one and the same instrument.

32.08 A. The captions of Articles and Sections in this Lease and its Table ofContents are inserted only as a convenience and for reference and they in no way define, limit or describethe scope of this Lease or the intent of any provision thereof. References to Articles and Sections are tothose in this Lease unless otherwise noted.

B. Any clause in this Lease stating that Landlord shall perform any work or serviceor furnish any item at its expense shall in no event be deemed or construed to limit the right of Landlordto include the amount of such expense in Expenses, subject to the terms and limitations of Article 4 ofthis Lease. No credit, refund, offset, or abatement of Rent shall be granted in respect of any serviceprovided or available to Tenant as provided in this Lease which is not desired or utilized by Tenant.

32.09 If any term, covenant, condition, provision or clause (collectively referred to as“terms and conditions” in this “representation of severability/enforcement of remedies” provision) of thisLease or the application thereof to any circumstance or to any person, firm or corporation shall be deemedby a competent tribunal to be invalid or unenforceable to any extent, the remaining terms and conditionsof this Lease or the application thereof to any circumstances or to any person, firm or corporation otherthan those as to which any terms and conditions is held invalid or unenforceable, shall not be affectedthereby and each remaining terms and conditions and provision of this Lease shall be valid and shall beenforceable to the fullest extent permitted by law. Notwithstanding the foregoing, in no eventwhatsoever, shall any such determination of invalidity or unenforceability by a competent tribunal beconstrued as precluding either party from seeking enforcement of, or appropriate remedies with respect to,the other terms and conditions or provisions of this Lease.

32.10 No vault or cellar or sub-cellar space not within the property line of the Buildingis leased hereunder, anything to the contrary indicated elsewhere in this Lease notwithstanding. Anyvault or cellar space not within the property line of the Building, which Tenant may be permitted to use oroccupy, shall be used or occupied under revocable license and if the amount of such space be diminishedor required by any Governmental Authority having jurisdiction, Landlord shall not be subject to anyliability nor shall Tenant be entitled to abatement of Rent (except to the extent Tenant is paying Rent forthe same), nor shall such diminution or abatement be deemed a constructive or actual eviction. Any feeor license charge or tax of municipal authorities for such vault or cellar space shall be paid by Tenant toLandlord as additional rent within thirty (30) days after delivery of an invoice therefor. If such fee, tax orcharge shall be for vault or cellar space greater in area than that occupied by Tenant, the charge to Tenant


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shall be pro-rated. Tenant shall have no obligation to pay the expenses imposed under this Section 32.10to the extent that such expenses have been charged to Tenant under another Section of this Lease or areincluded in the PILOT Rate, Taxes or Expenses.

32.11 Each of the schedules and exhibits appended to this Lease is incorporated byreference herein as if set out in full herein. If, and to the extent that, any of the provisions of this Leaseconflict, or are otherwise inconsistent, with any of the schedules and exhibits appended to this Lease,then, whether or not such inconsistency is expressly noted in this Lease, the provision of this Lease shallprevail. The term “including” when used herein shall mean “including, without limitation.”

32.12 The parties agree that (i) whenever this Lease shall provide that Landlord orTenant shall pay the out-of-pocket costs of the other party, such out-of-pocket costs shall be commerciallyreasonable, (ii) whenever a party requests reimbursement for its out-of-pocket costs, upon request of theother party, such party shall deliver to the requesting party bills, receipts, invoices or other documentationreasonably evidencing such costs, and (iii) in the event such documentation is not so delivered with five(5) days after request thereof, the time periods set forth herein with respect to any such payments shall betolled until five (5) days after delivery to the requesting party of such documentation. If any clause in thisLease providing for the payment by Tenant to Landlord of additional rent shall not state a time periodafter which such payment shall be due to Landlord, such payment shall be due by Tenant to Landlordwhen and in accordance with Section 23 (Prompt Payment) of the General Clauses.

32.13 Tenant hereby represents and warrants that the individual executing this Lease isa warranted contracting officer for the United States of America and has the full power and authority tobind the United States of America. Landlord and Tenant each represent and warrant to the other that,except as hereinafter provided in this Section 32.13 and Section 32.15 of this Lease, (a) this Lease (i) hasbeen duly authorized, executed and delivered by such party, (ii) has been fully negotiated and accepted bythe parties, and (iii) constitutes the legal, valid and binding obligation of such party and (b) the executionand delivery of this Lease is not prohibited by, nor does it conflict with, or constitute a default under, anyagreement or instrument to which such party may be bound or any Legal Requirement applicable to suchparty. Notwithstanding the preceding sentence, Landlord and Tenant acknowledge that Landlord’srepresentations and warranties provided in this Section 32.13 are subject to the satisfaction of therequirements of the Gubernatorial Review Legislation without the occurrence of a gubernatorial veto, andthe satisfaction of such requirements without the occurrence of a gubernatorial veto shall be a conditionprecedent to the effectiveness of the terms and conditions of this Lease and this Lease shall be of no forceand effect unless and until such requirements have been satisfied without the occurrence of agubernatorial veto. Accordingly, in the event of a gubernatorial veto pursuant to the GubernatorialReview Legislation, (x) this Lease shall automatically terminate ab initio, and (y) this Lease shall be nulland void and neither party shall have any obligations or liability hereunder. Promptly following thesatisfaction of the requirements of the Gubernatorial Review Legislation without the occurrence of agubernatorial veto (or the occurrence of a gubernatorial veto pursuant to the Gubernatorial ReviewLegislation, as the case may be), Landlord shall deliver notice to Tenant with respect thereto.“Gubernatorial Review Legislation” means Chapter 333 of the Laws of New Jersey of 1927, as amendedby Chapter 20 of the Laws of New Jersey of 1972 (N.J.S.A. 32:2-6 to 9), and Chapter 700 of the Laws ofNew York of 1927, as amended by Chapter 215 of the Laws of New York of 1956 and Chapter 602 of theLaws of New York of 1972 (McK. Unconsol. Laws §§ 7151-7154).

32.14 Smoking shall be prohibited at all times within the Premises. This policy shallapply to all employees, officers, clients, contractors and visitors of Tenant in the Premises and shall cover

and other areas within the Premises notspecifically listed above. Tenant acknowledges that smoking is prohibited in the (b) (7)(F)

(b) (7)(F)


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and that designated exteriorsmoking areas (if any) will be adequately signed and located at least twenty-five (25) feet from all entriesto the Building and outdoor air intakes. If and to the extent required by applicable Legal Requirements,Landlord shall enact prohibitions on (or restrictions regarding) smoking in the Building.

32.15 Notwithstanding anything herein to the contrary, it is to be strictly understoodand agreed that (X) the submission by one party to the other of any drafts or markups of this Lease or anycorrespondence with respect thereto shall (i) be deemed submission solely for the other party’sconsideration and not for acceptance and execution, (ii) have no binding force or effect, (iii) not constitutean option for the leasing of the Premises or a lease or conveyance of the Premises by Landlord to Tenant,or a binding commitment of any kind by Tenant and (iv) not confer upon Tenant or any other party anytitle or estate in the Premises, (Y) the terms and conditions of this Lease shall not be binding upon eitherparty to this Lease in any way unless and until it is unconditionally executed and delivered by both partiesin their respective sole and absolute discretion, , and (Z) if this Lease is not so executed and delivered forany reason whatsoever (including either party’s willful or other refusal to do so or bad faith), neitherLandlord nor Tenant shall be liable to the other with respect to this Lease on account of any written orparol representations or negotiations, or drafts, comments or correspondence between the parties or theirrespective agents or representatives on any legal or equitable theory (including part performance,promissory estoppel, undue enrichment, fraud, breach of good faith negotiation obligation or otherwise).

32.16 Whenever this Lease shall provide that a consent shall not be unreasonablywithheld or delayed, such consent shall also not be unreasonably conditioned.

32.17 A. Subject to the terms of applicable Legal Requirements, including the FOIPolicy and the FOIA, neither Landlord nor Tenant nor any of any their respective employees,representatives, agents or consultants shall publicize, advertise or otherwise disclose any of the economicterms (including Fixed Rent or other Rent payable hereunder) nor any of the material terms of this Leasewhich are not otherwise in the public domain without the prior written consent of the other party except tothe extent such disclosure of such information is required to be made (a) to any actual or prospectivepurchasers, mortgagees, overlessors, assignees or subtenants (or any of their respective employees,representatives, agents or consultants), (b) by Legal Requirements, (c) in any arbitration or litigationbetween the parties, (d) to any Governmental Authority providing to Landlord and/or Tenant businessincentives, or to any Governmental Authority which is a party to an agreement pursuant to which suchbusiness incentives are being provided to Tenant, (e) to the partners, members, directors and officers ofLandlord and Tenant, as well as such parties’ legal counsel and accountants who need to know suchinformation for the purpose of complying with the terms and conditions hereof or (f) in Landlord’s orTenant’s financial statements. The terms of this Section shall survive the expiration or sooner terminationof this Lease.

B. [Each party acknowledges that the terms of this Lease as well as certaininformation furnished by the parties to each other in connection with this Lease may contain tradesecrets or other proprietary or confidential information (the terms of this Lease together with all suchinformation collectively, “Confidential Information”). Subject to applicable Legal Requirements,including the FOI Policy and the FOIA, each party will maintain the confidentiality of all ConfidentialInformation, and all other non-public information of any form provided by the other party pursuant to theterms of this Lease and which is/are not otherwise in the public domain; provided, however, that theforegoing shall not restrict either party from making any disclosure of such information (on a need-to-know basis only) to either party’s executive officers or senior staff, and legal and financial advisors,and/or to comply with any applicable Legal Requirements, provided, that each party shall in each caseinform the party to which such disclosure is made that such information is confidential, inform such

(b) (7)(F)


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party of the confidentiality provisions of this Lease and obtain a written undertaking from such party tokeep such information confidential in accordance with such confidentiality provisions. In the event thateither party is requested by subpoena, court order or other similar process to disclose such information orif either party receives any freedom of information request under the FOI Policy (in the case ofLandlord) or the FOIA (in the case of Tenant) seeking disclosure of the materials described in thisSection 32.17B, the party receiving such request (the “Disclosing Party”) shall (unless prohibited byLegal Requirements) promptly, but in all cases prior to complying with such subpoena, court order orsimilar process or freedom of information request, provide the other party (the “Other Party”) withwritten notice of such request, including a description of the documents or information requestedthereby, and to the extent that the Other Party determines that the requested documents or informationcontain trade secrets or other proprietary or confidential information, then the Other Party shall provideto the Disclosing Party within ten (10) Business Days of notification a letter setting forth whichdocuments or information it seeks to have withheld and the basis for its determination. If, afterreviewing such request, the Disclosing Party determines that it must disclose or cause its agents orrepresentatives to disclose any such requested documents or information, it shall (unless prohibited byLegal Requirements) promptly notify the Other Party of such determination prior to disclosure and theOther Party shall have an additional ten (10) Business Days to seek relief from a court of competentjurisdiction preventing such disclosure. The Disclosing Party shall not release or share such documentsor information until after said additional ten (10) Business Day period and during the pendency of suchlitigation except to the extent required by Legal Requirements.]

32.18 No Individual Liability. Neither the Port Authority, nor any officer or employeethereof, shall be charged personally by Tenant with any liability or be held liable under any term orprovision of this Lease or because of its execution or attempted execution or because of any breach orattempted or alleged breach thereof.

32.19 Trademark. Neither Tenant nor any occupant of the Premises shall use the words“World Trade Center,” “Port Authority” or any combination thereof for any purpose whatsoever,including as or for any corporate, firm or trade name, trademark or designation or description ofmerchandise or services, except that the foregoing shall not prevent the use (in a conventional manner andwithout emphasis or display) of the words “World Trade Center” as a part of Tenant’s or such occupant’sbusiness address or by reference in the ordinary course of its business. Neither Tenant nor any occupantof the Premises shall use the name of the Building or any part or abbreviation thereof for any purposewhatsoever, except that the foregoing shall not prevent the use of the name of the Building or any partthereof (in a conventional manner and without emphasis or display) as a part of Tenant’s or suchoccupant’s business address or by reference in the ordinary course of its business.

32.20 Landlord’s OFAC Compliance.

A. Landlord represents and warrants that (a) Landlord and each person or entityowning an interest in Landlord is (i) not currently identified on the OFAC List, and (ii) not a person orentity with whom a citizen of the United States is prohibited to engage in transactions by any tradeembargo, economic sanction, or other prohibition of United States law, regulation, or executive order ofthe President of the United States, (b) none of the funds or other assets of Landlord constitute propertyof, or are beneficially owned, directly or indirectly, by any Embargoed Person, (c) no Embargoed Personhas any interest of any nature whatsoever in Landlord (whether directly or indirectly), (d) none of thefunds of Landlord have been derived from any unlawful activity with the result that the investment inLandlord is prohibited by Legal Requirements or that this Lease is in violation of Legal Requirements,and (e) Landlord has implemented procedures, and will consistently apply those procedures, to ensurethe foregoing representations and warranties remain true and correct at all times. The term “EmbargoedPerson” means any person, entity or government subject to trade restrictions under U.S. law, including


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the International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq., The Trading with theEnemy Act, 50 U.S.C. App. 1 et seq., and any executive orders or regulations promulgated thereunderwith the result that the investment in Landlord is prohibited by Legal Requirement or Landlord is inviolation of Legal Requirements.

B. Landlord covenants and agrees (a) to comply with all requirements of LegalRequirements relating to money laundering, anti-terrorism, trade embargoes and economic sanctions,now or hereafter in effect, (b) to immediately notify Tenant in writing if any of the representations,warranties or covenants set forth in this Section or the preceding Section are no longer true or have beenbreached or if Landlord has a reasonable basis to believe that they may no longer be true or have beenbreached, (c) not to use funds from any “Prohibited Person” (as such term is defined in the September24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit,Threaten to Commit, or Support Terrorism) to make any payment due to Tenant under this Lease and (d)at the request of Tenant, to provide such information as may be requested by Tenant to determineLandlord’s compliance with the terms hereof.

C. Landlord hereby acknowledges and agrees that Landlord’s inclusion on theOFAC List at any time during the term shall be a material default (as to which no notice or cure period isapplicable) hereunder. Notwithstanding anything herein to the contrary, Landlord shall not permit theBuilding or any portion thereof to be used or occupied by any person or entity on the OFAC List or byany Embargoed Person (on a permanent, temporary or transient basis), and any such use or occupancy ofthe Building by any such person or entity shall be a material default (as to which no notice or cure periodis applicable) hereunder.

32.21

ARTICLE 33

SUCCESSORS AND ASSIGNS

The covenants, conditions and agreements contained in this Lease shall bind and inure tothe benefit of the parties to this Lease and their respective heirs, legal representatives, successors and,except as otherwise provided herein, their assigns.

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ARTICLE 34

HAZARDOUS MATERIALS

34.01 Representations by Landlord. [Landlord represents and warrants to Tenant thatas of the Execution Date, Landlord has not received any notice of (and Landlord has no actual knowledgeof) any violation of Environmental Laws at or in connection with the Land, the Building or the DemisedPremises.]

34.02 Removal of Hazardous Materials. Neither Landlord nor Tenant shall cause orpermit Hazardous Materials to be used, transported, stored, released, handled, produced or installed in, onor from, the Demised Premises or the Building. The term “Hazardous Materials” shall, for the purposeshereof, mean any flammable, explosive or radioactive materials; hazardous wastes; hazardous and toxicsubstances or related materials; mold; asbestos or any material containing asbestos; and any other waste,substance or material regulated under any federal, state or local law, ordinance, rule or regulationcovering pollution or protection of the environment or human health and safety, including theComprehensive Environmental Response Compensation and Liability Act of 1980, as amended, theHazardous Materials Transportation Act, as amended, the Resource Conservation and Recovery Act, asamended, and in the regulations adopted and publications promulgated pursuant to each of the foregoing(collectively, “Environmental Laws”). Notwithstanding the foregoing, the restriction in the first sentenceof this Section 34.02 shall not be deemed to be a restriction on materials and supplies typically andlawfully used in connection with the performance of Tenant installations of the type being undertaken aspart of Tenant’s Work or subsequently undertaken as Alterations, and by Landlord as part of BasicConstruction, and the operation and maintenance of offices, (provided the same are used, handled andstored in accordance with all applicable Environmental Laws). In the event of a breach of the provisionsof this Article 34, the non-breaching party shall, in addition to all of its rights and remedies under thisLease and pursuant to Legal Requirements, require the other to remove any such Hazardous Materialsfrom the Demised Premises or the Building in the manner prescribed for such removal by applicableLegal Requirements.

Solely with respect to any material(s)present in any portion of the Premises upon the date of delivery of possession thereof to Tenant, whichmaterial(s) was in compliance with applicable Legal Requirements at the time of such delivery but is laterrequired by applicable Legal Requirements to be removed, including (a) on account of compliance withany Legal Requirement (regardless of the date of enactment thereof) in connection with the performanceof any Alteration by or on behalf of Tenant or (b) due to the identification of such material(s) as aHazardous Material pursuant to a Legal Requirement enacted after the date of delivery of possessionthereof (or by an amendment enacted after the date of delivery of possession thereof to a LegalRequirement enacted prior to the date of delivery of possession thereof to the extent required by suchamendment), Tenant at its expense shall be responsible for the removal thereof from the Premises uponand subject to the applicable terms of this Lease and this Article 34.

34.03 Survival. The provisions of this Article 34 shall survive the expiration or soonertermination of this Lease.

(b) (7)(F)


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ARTICLE 35

SHAFT SPACE

35.01

35.02 [Landlord shall, upon request, provide Tenant access to the Building’s coretelephone closets ; provided, however, Tenant shall only haveaccess to such core telephone closets at reasonable times and upon reasonable notice to Landlord.]

35.03

ARTICLE 36

GOVERNING LAW

36.01 Governing Law. Landlord and Tenant each hereby agrees that this Lease shall begoverned by federal law. Notwithstanding the preceding sentence, the laws of the State of New Yorkshall govern for any matter or question that is not addressed by federal law. As used in this provision, thephrase “laws of the State of New York” shall mean the internal substantive laws of the State of NewYork, including laws, regulations, codes, and including all of the foregoing relating to construction andlandlord-tenant law issues, as well as New York common law.

(b) (7)(F)

(b) (7)(F)

(b) (7)(F)


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ARTICLE 37


ARTICLE 38

RENEWAL OPTIONS

38.01 Renewal Option. Provided this Lease is in full force and effect immediately priorto (i) the date Tenant delivers to Landlord the applicable Election Notice and (ii) the expiration of thethen-current term of this Lease, Tenant shall have the option to renew the term of this Lease (each, a“Renewal Option”) with respect to the entire Demised Premises for up to [

(each, a “Renewal Term”) commencing on the first (1st) day following the finalday of the then current term of this Lease and ending on the final day of the month in which occurs theday preceding the anniversary of the commencement date of such Renewal Term, whichdate shall thereupon be and become the Expiration Date of this Lease. [Each Renewal Option shall beexercised by notice to Landlord delivered no later than months prior to the final day of thethen current term of this Lease (each, an “Election Notice”). Landlord and Tenant agree none of thefollowing shall be introduced or referred to in any proceeding under Article 25, (i) any document ormaterial prepared or submitted by either party to this Lease, or any other person or entity, in connectionwith seeking, or otherwise relating to, any governmental or other approval or authorization of theextension of this lease pursuant to Article 38 or otherwise, or (ii) any rent or other terms offered by eitherparty to this Lease, or any of its representatives, to the other.]

38.02 Conditions for Exercise.

38.03 [Leasing Terms. This Lease, as so extended during the Renewal Term, shall beupon the same terms and conditions as contained in this Lease except that:

(i)

(a)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)


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;

(b) that the Premises shall be delivered in its then “AS IS”condition;

(c)

(d) that Tenant shall pay additional rent on account of increases inthe PILOT Rate (or Taxes, if applicable), Expenses and the Site-Wide Rate as setforth in Article 4 of this Lease, based upon the base years described below (andtaking into account the fact that the amount payable by Tenant hereunder onaccount of increases in the PILOT Rate may be substantially less than amountspaid by tenants of other top-tier first class office buildings in prime locations inManhattan on account of increases in real estate taxes);

(e) all other then relevant factors (which factors are subject in allevents to the other express terms of this Article 38); and

(ii)

(iii)

(iv)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)


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38.04 Determination of Rent. The exercise of each Renewal Option shall only beeffective upon, and in strict compliance with, the following terms and conditions:

(a) Exercise of Renewal Options. Such Renewal Option must be exercisedin the manner specifically set forth for each Renewal Option in Section 38.01 of this Lease or suchRenewal Option (and any remaining Renewal Options) shall be deemed waived and all of Tenant’s rightswith, respect thereto shall wholly cease, terminate and expire. Time shall be of the essence in connectionwith the exercise of each Renewal Option and the delivery of each Election Notice by Tenant hereunder.Each Election Notice shall be irrevocable by Tenant upon delivery, except as provided in Section 38.08 ofthis Lease. If Tenant shall fail to duly exercise any Renewal Option, Tenant shall have no further right torenew the term of this Lease pursuant to the terms of this Article 38 and Tenant agrees upon request ofLandlord to confirm such non-exercise in writing, but failure to do so by Tenant shall not operate torevive any rights of Tenant under this Article 38.

(b)

(c) If Landlord and Tenant shall not agree as to theFair Market Value by the date which is months prior to the final day of the then term ofthis Lease, then Landlord or Tenant, by the delivery of notice to the other, may obligate the other party,on a Business Day designated by the sender of such notice at least days following the deliverythereof, subject to an up to Business Day adjournment to accommodate legitimate schedulingconflicts, to simultaneously meet at Landlord’s office or another location in Manhattan designated bysuch party and simultaneously exchange notices (each a “Final Offer Notice”) simultaneously settingforth each party’s final and best offer of the Fair Market Value of the Premises for the Renewal Term inquestion, it being agreed that (i) the Fair Market Value set forth in Landlord’s Final Offer Notice shall be

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)(b)(4), (b)(5)

(b)(4), (b)(5)(b)(4), (b)(5)


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no lower than the Fair Market Value set forth in Landlord’s Penultimate Offer Notice, and (ii) theamount set forth in Tenant’s Final Offer Notice shall be no higher than the Fair Market Value set forth inTenant’s Penultimate Offer Notice. Subject to the foregoing, a Final Offer Notice may include periodicfixed adjustments. If either party refuses to timely exchange a Final Offer Notice and such refusalcontinues for days after receipt from the other party, the amount set forth in the Final OfferNotice of the party willing to do so shall be deemed to be the Fair Market Value of the Premises duringthe Renewal Term, and there shall be no arbitration.

(d) . If Landlord and Tenant havenot agreed upon the Fair Market Value of the Premises for the Renewal Term in question

of the exchange of Final Offer Notices then and in such event the Fair Market Value shall bedetermined in accordance with the provisions of Article 25 except that the arbitrator shall be a licensedreal estate broker or appraiser doing business in Manhattan and having not less than ten (10) years activeexperience as a real estate broker or appraiser in said Borough. In making his or her determination, thearbitrators shall consider only the criteria set forth in Section 38.03(i) and follow the directions set forth inthis Article. The arbitrator shall be required to select either the Fair Market Value proposed by Landlordin its Final Offer Notice or the Fair Market Value proposed by Tenant in its Final Offer Notice, whicheverthe arbitrator believes is closer to being correct (i.e., so-called “baseball” arbitration withoutcompromise).

38.05 .

A.

B. Upon determination of the Fixed Rent for any Renewal Term, Landlord andTenant shall execute, acknowledge and deliver to each other an agreement specifying the amount of theFixed Rent for such Renewal Term (but any failure to execute such an agreement shall not affectTenant’s obligation to pay and Landlord’s right to receive such Fixed Rent).

38.06 Additional Terms. Any termination, cancellation or surrender of this Lease in itsentirety shall terminate any rights of Tenant pursuant to this Article 38. Except as otherwise expressly setforth in this Article 38, all of the terms of this Lease shall apply to the Premises during the RenewalTerms.

38.07

(b)(4), (b)(5)

(b)(4), (b)(5)(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)


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(ii)

ARTICLE 39


ARTICLE 40

TENANT ANTENNA

40.01 General Terms.

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5), (b)(F7)


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40.02

40.03

(b)(4), (b)(5), (b)(F7)

(b)(4), (b)(5), (b)(F7)

(b)(4), (b)(5), (b)(F7)


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40.04

40.05

40.06

40.07

40.08

(b)(4), (b)(5), (b)(F7)

(b)(4), (b)(5), (b)(F7)

(b)(4), (b)(5), (b)(F7)

(b)(4), (b)(5), (b)(F7)

(b)(4), (b)(5), (b)(F7)

(b)(4), (b)(5), (b)(F7)


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40.09

40.10

40.11

40.12 .

A.

B.

(b)(4), (b)(5), (b)(F7)

(b)(4), (b)(5), (b)(F7)

(b)(4), (b)(5), (b)(F7)

(b)(4), (b)(5), (b)(F7)

(b)(4), (b)(5), (b)(F7)

(b)(4), (b)(5), (b)(F7)


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40.13

.

40.14

ARTICLE 41

(b)(4), (b)(5), (b)(F7)

(b)(4), (b)(5), (b)(F7)

(b)(4), (b)(5), (b)(F7)

(b)(4), (b)(5), (b)(F7)


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(i)

(ii)

(iii)

(iv)

(v)

(b)(4), (b)(5), (b)(F7)

(b)(4), (b)(5), (b)(F7)

(b)(4), (b)(5), (b)(F7)

(b)(4), (b)(5), (b)(F7)

(b)(4), (b)(5), (b)(F7)


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B.

41.02

41.03

ARTICLE 42

42.01

B.

(b)(4), (b)(5), (b)(F7)

(b)(4), (b)(5), (b)(F7)

(b)(4), (b)(5), (b)(F7)

(b)(4), (b)(5), (b)(F7)

(b)(4), (b)(5), (b)(F7)(b)(4), (b)(5), (b)(F7)

(b)(4), (b)(5), (b)(F7)


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C.

D.

E.

(b)(4), (b)(5), (b)(F7)

(b)(4), (b)(5), (b)(F7)

(b)(4), (b)(5), (b)(F7)

(b)(4), (b)(5), (b)(F7)


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F.

ARTICLE 43

43.01

43.02 Certain Definitions. The terms “Offeror”, “Contractor”, and “Lessor” as used inthe General Clauses shall mean Landlord. The term “contract” shall mean this Lease. As used in Section26 of the General Clauses (Assignment of Claims), the phrase “or other financing institution” shall bedeemed to include any customary real estate investor or any other Institutional Lender.

43.03

(a)

(b)(4), (b)(5), (b)(F7)

(b)(4), (b)(5), (b)(F7)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)


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(b)

43.04

A.

B.

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)


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C.

D.

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)


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E.

(b)(4), (b)(5)

(b)(4), (b)(5)


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(b)(4), (b)(5)


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43.06

(ii)

43.07

43.08 Contractor Code of Business Ethics and Conduct. Landlord is subject to FARclause 52.203-13, “Contractor Code of Business Ethics and Conduct (Apr 2010)”. The ContractingOfficer agrees to allow Landlord following full execution of the Lease to develop its writtenContractor Code of Business Ethics and Conduct, and to allow Landlord following fullexecution of the Lease to develop its business ethics awareness and compliance program and internalcontrol system.]

ARTICLE 44

REPRESENTATIONS/CERTIFICATIONS

44.01 Exhibit DD hereto is a fully executed GSA Form 3518, which containsrepresentations made by Landlord as of the Execution Date and is made part of the Lease.

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)

(b)(4), (b)(5)(b)(4), (b)(5)


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ARTICLE 45

45.01 Exhibit EE hereto is a fully executed small business subcontracting plan, whichwas approved by the U.S. Small Business Administration and GSA on July 5, 2012. It is hereby madepart of this Lease. Should GSA and/or SBA approve a future modification/amendment to Landlord’ssmall business subcontracting plan (or approve a new plan), such updated plan (or new plan) shallautomatically supersede and replace the plan included as Exhibit EE on the date this Lease was executed.]

(b)(4), (b)(5)


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IN WITNESS WHEREOF, Landlord and Tenant have respectively signed this Lease asof the date first above written.

LANDLORD:

WTC TOWER 1 LLC, a Delaware limited liability company

By: Tower 1 Holdings LLC, its sole member

By: Tower 1 Joint Venture LLC, its sole member

By: Durst WTC Holding LLC, its manager

By: The Durst Manager LLC, its Manager

By: SRDA Manager, LLC, its Managing Member

By: _______________________Name: Douglas DurstTitle: Chairman

By: Tower 1 Member LLC, member

By: The Port Authority of New York andNew Jersey, its sole member

By: ____________________________Name: Patrick J. FoyeTitle: Executive Director

TENANT:

UNITED STATES OF AMERICA

By: ____________________________Name: Walter J. MoldovanTitle: Contracting Officer

PORT AUTHORITY OF NEW YORK AND NEW JERSEY(as to Article 29 only)

By: _______________________________________Name: Patrick J. FoyeTitle: Executive Director

Date post:	18-Jul-2016
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WTC/ GSA Lease From GSA FOIA

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