Common use of Additional Contribution Clause in Contracts

Additional Contribution. (a) In the event Tenant timely exercises its right to renew term of the Lease for the 17th Floor Premises or the 17th Floor Premises and the 16th Floor Premises (such renewed portion of the Premises shall hereinafter sometimes be referred to as the “Renewed Premises”) pursuant to Section 6 of this Modification of Lease, then in consideration of Tenant building out, performing all of the work necessary for its continued occupancy of, and for Tenant completing all of such work in, the Renewed Premises (the “Renewed Premises Work”), Landlord agrees that if Tenant is not in default under the Lease beyond any applicable notice and grace periods (provided that upon the cure of any such default, Landlord shall be obligated hereunder), Landlord shall, in accordance with and subject to the terms of this Section 8, cause to be reimbursed to Tenant an amount equal to Six Hundred Forty Six Thousand Seven Hundred Seventy Five and 00/100 Dollars ($646,775.00), representing “Landlord’s Renewed Premises Contribution” to such work, it being understood and agreed that Landlord’s Renewed Premises Contribution shall not exceed the sum of Six Hundred Forty Six Thousand Seven Hundred Seventy Five and 00/100 Dollars ($646,775.00), and that all costs and expenses in excess of said sum shall be borne solely by Tenant; provided that in the event the Renewed Premises consist of the 17th Floor Premises and the 16th Floor Premises, Landlord’s Renewed Premises Contribution shall be increased by $258,710.00 so that the total Landlord’s Renewed Premises Contribution shall be equal to Nine Hundred Five Thousand Four Hundred Eighty Five and 00/100 Dollars ($905,485.00). Landlord’s Renewed Premises Contribution will be made available to Tenant as a reimbursement beginning October 1, 2019. In no event shall Landlord’s Renewed Premises Contribution be payable to Tenant until the later to occur of: (x) all of the provisions of paragraph (c) of this Section 8 are fully satisfied; or (y) October 1, 2019. (b) At any and all times during the progress of the Renewed Premises Work, upon 24 hours’ notice to Tenant, representatives of Landlord shall have the right of access to the Renewed Premises and inspection thereof and shall have the right to withhold all or any portion of the Landlord’s Renewed Premises Contribution as shall equal the cost of correcting any portions of such work which shall not have been performed: (i) in compliance with laws; and (ii) in substantial compliance with the final approved plans and specifications, as reasonably demonstrated by Landlord. Landlord shall use reasonable efforts to minimize interference with Tenant’s use and occupancy of the Renewed Premises during any such access, but Landlord shall not be required to employ labor at overtime rates. (c) Provided Tenant is not then in default under this Lease beyond any applicable notice and grace periods (provided that upon the cure of any such default, Landlord shall be obligated hereunder), Landlord’s Renewed Premises Contribution shall be disbursed by Landlord in progress payments to Tenant in accordance herewith upon Tenant’s delivery of (i) a detailed itemization of the leasehold improvements installed by Tenant in the Renewed Premises; (ii) the written certification of Tenant’s architect (dated no more than thirty (30) days prior to such request) stating (1) that the amounts requisitioned are proper in all material respects, (2) what percentage of the Renewed Premises Work has been completed, (3) that the work and materials represented thereby have been installed substantially in accordance with the approved plans, (4) that no part of such expenditure is being made the basis, in any previous or then pending prior request, for the receipt of Landlord’s Renewed Premises Contribution or has been made out of the proceeds of Landlord’s Renewed Premises Contribution received by Tenant, and (5) that the sum then requested does not exceed the value of the services and materials described in the certificate; (iii) a written approval by Tenant or its architect of its general contractor’s request for payment; (iv) itemized marked paid bills for labor and materials constituting portions of the Renewed Premises Work submitted by the contractors, suppliers or consultants of the services or materials rendered; (v) waivers of liens evidencing the payment for any prior work performed and materials supplied for which Tenant previously applied for and received payment, executed and acknowledged by the contractors, suppliers and consultants which are entitled by statute to file mechanics liens; and (vi) copies of all permits and sign offs, as built plans, architectural and engineering plans (in both hard and electronic such as Auto CAD forms) with respect to all of the Renewal Premises Work. Notwithstanding the foregoing, Landlord shall not withhold any portion of Landlord’s Renewed Premises Contribution if Tenant is unable to provide such documentation due solely to the actions or inaction of Landlord or those holding by or through Landlord. (d) Such progress payment by Landlord to Tenant will be for ninety percent (90%) of the approved requisitioned amount, made once each month within thirty (30) business days after Tenant’s requisition package has been received by Landlord. In the event any mechanic’s lien shall have been filed relating to any work that has been performed by or for Tenant, an additional amount thereof may be withheld from payment until such lien has been removed by bond or otherwise. (e) Upon the completion of all of the Renewed Premises Work, Tenant shall provide to Landlord (i) the certificate of Tenant’s architect stating that the work has been completed substantially in accordance with Tenant’s plans, (ii) an affidavit from Tenant’s general contractor that all sub-contractors, laborers, material suppliers for the Renewed Premises Work have been paid in full and that all liens therefor that have been filed have been bonded, discharged of record or waived, (iii) certificates and approvals required to be obtained by Tenant or Tenant’s architect with respect to the work, that may be required by any governmental authority, have been obtained and copies given to Landlord, (iv) releases of lien with respect to the payment being requested from the general contractor and any contractors or sub-contractors hired by Tenant to supervise or perform any work within the Renewed Premises, (v) “as built” plans and specifications for the alterations constituting the Renewal Premises Work, (vi) all Department of Buildings sign-offs and inspection certificates (or, in lieu of inspection certificates, to the extent permitted by the Building Department, certification by the Tenant’s architect pursuant to permitted “self-certification procedures”), and any permits required to be issued by the Department of Buildings or any other governmental entities having jurisdiction thereover, (vii) Letter of Completion from the Department of Buildings, (viii) Letter of Approval from the FDNY and (ix) such other documentation pertaining to the Renewed Premises Work as Landlord may reasonably require, provided that such other documentation is reasonable and customary under the circumstances. At such time as Tenant shall have provided to Landlord all of the items referenced in clauses (i) through (ix), and provided Tenant is not then in default under this Lease beyond any applicable notice and grace periods (provided that upon the cure of any such default, Landlord shall be obligated hereunder), Landlord shall release to Tenant the portion of Landlord’s Renewed Premises Contribution withheld pursuant to the preceding Section 8(d). Notwithstanding the foregoing, Landlord shall not withhold any portion of Landlord’s Renewed Premises Contribution if Tenant is unable to provide such documentation due solely to the actions or inaction of Landlord or those holding by or through Landlord. (f) Notwithstanding anything to the contrary herein contained, in the event that any sales taxes are due in connection with the performance of any of the Renewed Premises Work and/or in connection with Tenant receiving all or any portion of Landlord’s Renewed Premises Contribution, all such sales taxes shall be at Tenant’s sole cost and expense. (g) Notwithstanding anything to the contrary herein contained, provided Tenant is not in default under the Lease (provided that upon the cure of any such default, Landlord shall be obligated hereunder), in the event Tenant: (i) completes the Renewed Premises Work, but does not utilize all or any portion of the Landlord’s Renewed Premises Contribution or elects not to pursue any Renewal Premises Work; and (ii) delivers written notice thereof to Landlord, Landlord shall have the option to either: (x) permit Tenant to use such unused portion as a credit against future Fixed Rent payments due in respect of the Renewed Premises on and after October 1, 2019; or (y) pay Tenant an amount equal to such unused portion, which payment shall in no event be made prior to October 1, 2019. Notwithstanding the foregoing, Landlord and Tenant each acknowledge and agree that the Renewed Premises Work shall not be deemed to be complete until Tenant has delivered all of the items required to be delivered pursuant to Section 8(e) of this Modification of Lease.

Additional Contribution. (a) In the event Tenant timely exercises its right to renew term of the Lease for the 17th Floor Premises or the 17th Floor Premises and the 16th Floor Premises (such renewed portion of the Premises shall hereinafter sometimes be referred to as the “Renewed Premises”) pursuant to Section 6 of this Modification of Lease, then in consideration of Tenant building out, performing all of the work necessary for its continued occupancy of, and for Tenant completing all of such work in, the Renewed Premises (the “Renewed Premises Work”), Landlord agrees that if Tenant is not in default under the Lease beyond any applicable notice and grace periods (provided that upon the cure of any such default, Landlord shall be obligated hereunder), Landlord shall, in accordance with and subject to the terms of this Section 8, cause to be reimbursed to Tenant an amount equal to Six Hundred Forty Six Thousand Seven Hundred Seventy Five and 00/100 Dollars ($646,775.00), representing “Landlord’s Renewed Premises Contribution” to such work, it being understood and agreed that Landlord’s Renewed Premises Contribution shall not exceed the sum of Six Hundred Forty Six Thousand Seven Hundred Seventy Five and 00/100 Dollars ($646,775.00), and that all costs and expenses in excess of said sum shall be borne solely by Tenant; provided that in the event the Renewed Premises consist of the 17th Floor Premises and the 16th Floor Premises, Landlord’s Renewed Premises Contribution shall be increased by $258,710.00 so that the total Landlord’s Renewed Premises Contribution shall be equal to Nine Hundred Five Thousand Four Hundred Eighty Five and 00/100 Dollars ($905,485.00). Landlord’s Renewed Premises Contribution will be made available to Tenant as a reimbursement beginning October 1, 2019. In no event shall Landlord’s Renewed Premises Contribution be payable to Tenant until the later to occur of: (x) all of the provisions of paragraph (c) of this Section 8 are fully satisfied; or (y) October 1, 2019. (b) At any and all times during the progress of the Renewed Premises Work, upon 24 hours’ notice to Tenant, representatives of Landlord shall have the right of access to the Renewed Premises and inspection thereof and shall have the right to withhold all or any portion of the Landlord’s Renewed Premises Contribution as shall equal the cost of correcting any portions of such work which shall not have been performed: (i) in compliance with laws; and (ii) in substantial compliance with the final approved plans and specifications, as reasonably demonstrated by Landlord. Landlord shall use reasonable efforts to minimize interference with Tenant’s use and occupancy of the Renewed Premises during any such access, but Landlord shall not be required to employ labor at overtime rates. (c) Provided Tenant is not then in default under this Lease beyond any applicable notice and grace periods (provided that upon the cure of any such default, Landlord shall be obligated hereunder), Landlord’s Renewed Premises Contribution shall be disbursed by Landlord in progress payments to Tenant in accordance herewith upon Tenant’s delivery of (i) a detailed itemization of the leasehold improvements installed by Tenant in the Renewed Premises; (ii) the written certification of Tenant’s architect (dated no more than thirty (30) days prior to such request) stating (1) that the amounts requisitioned are proper in all material respects, (2) what percentage of the Renewed Premises Work has been completed, (3) that the work and materials represented thereby have been installed substantially in accordance with the approved plans, (4) that no part of such expenditure is being made the basis, in any previous or then pending prior request, for the receipt of Landlord’s Renewed Premises Contribution or has been made out of the proceeds of Landlord’s Renewed Premises Contribution received by Tenant, and (5) that the sum then requested does not exceed the value of the services and materials described in the certificate; (iii) a written approval by Tenant or its architect of its general contractor’s request for payment; (iv) itemized marked paid bills for labor and materials constituting portions of the Renewed Premises Work submitted by the contractors, suppliers or consultants of the services or materials rendered; (v) waivers of liens evidencing the payment for any prior work performed and materials supplied for which Tenant previously applied for and received payment, executed and acknowledged by the contractors, suppliers and consultants which are entitled by statute to file mechanics liens; and (vi) copies of all permits and sign offs, as built plans, architectural and engineering plans (in both hard and electronic such as Auto CAD forms) with respect to all of the Renewal Premises Work. Notwithstanding the foregoing, Landlord shall not withhold any portion of Landlord’s Renewed Premises Contribution if Tenant is unable to provide such documentation due solely to the actions or inaction of Landlord or those holding by or through Landlord. (d) Such progress payment by Landlord to Tenant will be for ninety percent (90%) of the approved requisitioned amount, made once each month within thirty (30) business days after Tenant’s requisition package has been received by Landlord. In the event any mechanic’s lien shall have been filed relating to any work that has been performed by or for Tenant, an additional amount thereof may be withheld from payment until such lien has been removed by bond or otherwise. (e) Upon the completion of all of the Renewed Premises Work, Tenant shall provide to Landlord (i) the certificate of Tenant’s architect stating that the work has been completed substantially in accordance with Tenant’s plans, (ii) an affidavit from Tenant’s general contractor that all sub-contractors, laborers, material suppliers for the Renewed Premises Work have been paid in full and that all liens therefor that have been filed have been bonded, discharged of record or waived, (iii) certificates and approvals required to be obtained by Tenant or Tenant’s architect with respect to the work, that may be required by any governmental authority, have been obtained and copies given to Landlord, (iv) releases of lien with respect to the payment being requested from the general contractor and any contractors or sub-contractors hired by Tenant to supervise or perform any work within the Renewed Premises, (v) “as built” plans and specifications for the alterations constituting the Renewal Premises Work, (vi) all Department of Buildings sign-offs and inspection certificates (or, in lieu of inspection certificates, to the extent permitted by the Building Department, certification by the Tenant’s architect pursuant to permitted “self-certification procedures”), and any permits required to be issued by the Department of Buildings or any other governmental entities having jurisdiction thereover, (vii) Letter of Completion from the Department of Buildings, (viii) Letter of Approval from the FDNY and (ix) such other documentation pertaining to the Renewed Premises Work as Landlord may reasonably require, provided that such other documentation is reasonable and customary under the circumstances. At such time as Tenant shall have provided to Landlord all of the items referenced in clauses (i) through (ix), and provided Tenant is not then in default under this Lease beyond any applicable notice and grace periods (provided that upon the cure of any such default, Landlord shall be obligated hereunder), Landlord shall release to Tenant the portion of Landlord’s Renewed Premises Contribution withheld pursuant to the preceding Section 8(d). Notwithstanding the foregoing, Landlord shall not withhold any portion of Landlord’s Renewed Premises Contribution if Tenant is unable to provide such documentation due solely to the actions or inaction of Landlord or those holding by or through Landlord. (f) Notwithstanding anything to the contrary herein containedin this Agreement or any Ancillary Agreement, the payment of the Additional Contribution by EESLP to Controlled shall occur as follows: at the time that PDVSA pays all or a portion of any quarterly installment or other amount due and owing to a SpinCo Entity pursuant to the terms of the EXV Contract or the JV Contract or otherwise relating to the asset transfers that are the subject of those contracts (each, a “Receivable Payment”), EESLP agrees to (i) notify Controlled promptly in writing of the event receipt of such Receivable Payment and (ii) pay to Controlled in cash as soon as reasonably practicable the portion of the Additional Contribution equal to such Receivable Payment pursuant to the procedures set forth on Schedule 1.1M; provided, that the aggregate amount of all Additional Contributions to Controlled hereunder shall not exceed the lesser of (x)(1) $150.0 million, less (2) the aggregate amount of all Receivable Payments received by RemainCo or any sales taxes are due of its Subsidiaries after August 31, 2015 and prior to the Distribution Date, plus (3) the aggregate amount of all costs and expenses reasonably incurred by RemainCo and its Subsidiaries in connection with the performance pursuit of any of Payment Default after the Renewed Premises Work and/or in connection with Tenant receiving all or any portion of Landlord’s Renewed Premises Contribution, all such sales taxes shall be at Tenant’s sole cost Distribution Date pursuant to the procedures set forth on Schedule 1.1M and expense(y) $150.0 million. (gb) Notwithstanding anything In the event that PDVSA fails to pay all or a portion of any quarterly installment amount due and owing to a SpinCo Entity pursuant to the contrary herein containedterms of the EXV Contract or the JV Contract or otherwise relating to the asset transfers that are the subject of those contracts and such failure to pay constitutes an Event of Default as defined in the EXV Contract or the JV Contract, provided Tenant is not in default under as applicable (the Lease (provided that upon the cure of any such default, Landlord shall be obligated hereunder“Payment Default”), in the event Tenant: EESLP agrees to (i) completes the Renewed Premises Work, but does not utilize all or any portion notify Controlled promptly in writing of the Landlord’s Renewed Premises Contribution or elects not to pursue any Renewal Premises Work; occurrence and amount of such Payment Default and (ii) delivers written notice thereof use its reasonable best efforts to Landlord(or cause the applicable SpinCo Entity to) diligently pursue the collection from PDVSA of any amount in default as soon as reasonably practicable pursuant to the procedures set forth on Schedule 1.1M. If SpinCo or the applicable SpinCo Entity fails to use its reasonable best efforts to diligently pursue the collection of such amount from PDVSA, Landlord then Controlled shall have the option right to either: assume exclusively all rights that SpinCo or any of its Subsidiaries have with respect to the pursuit and collection of any amount in default (xincluding, for the avoidance of doubt, the right to control any Action associated with the pursuit or collection of any amount in default) permit Tenant to use such unused portion as a credit against future Fixed Rent payments due in respect of the Renewed Premises on and after October 1, 2019; or (y) pay Tenant an amount equal to such unused portion, which payment shall in no event be made prior to October 1, 2019. Notwithstanding the foregoing, Landlord and Tenant each acknowledge and agree that the Renewed Premises Work shall not be deemed to be complete until Tenant has delivered all of the items required to be delivered pursuant to Section 8(e) of this Modification of Lease.the procedures set forth on Schedule 1.1M.