Common use of Competitors Clause in Contracts

Competitors. For so long as the Tenant meets the Named Tenant Requirement, Landlord shall not (i) lease any retail space in the Building to any Competitor of Tenant nor shall Landlord consent to or approve a sublease of any retail space in the Building or assignment of a retail lease or occupancy agreement to a Competitor of Tenant, or (ii) permit any Competitor of Tenant to install signage in, on, or around the Building, including, without limitation, any lobby signage, Signs, or Ground Floor Signs(s), nor shall Landlord consent to or approve a sublease of any space in the Building or assignment of any lease or occupancy agreement that permits a Competitor of Tenant to install signage in, on, or around the Building, including, without limitation, any lobby signage, Signs, or Ground Floor Signs(s). For purposes hereof, a “Competitor of Tenant” shall mean any person or entity on the list annexed as Exhibit O; provided that Tenant may from time to time, but no more often than once in any twelve (12) month period, revise Exhibit O by giving written notice thereof to Landlord, to replace up to (2) two person(s) or entit(y/ies) listed thereon with up to (2) new person(s) or entit(y/ies) (in the aggregate) (each such new person or entity, a “Substitute Competitor of Tenant”; provided further that (a) no such Substitute Competitor of Tenant shall, at the time such notice is given, be an occupant of any part of the Building or a person or entity with whom Landlord is negotiating or has within the prior six (6) months negotiated to lease space in the Building, (b) each Substitute Competitor of Tenant must be, at the time such notice is given, engaged in one or more of the following businesses as its primary line of business: (i) the web based streaming of fitness content, (ii) providing gym or health clubs open to the public, or (iii) a fitness, health, wellness or lifestyle business offering exercise or fitness related classes or instruction to the public on a primary basis, and (c) at no time shall there be more than ten (10) Competitors of Tenant. Tenant agrees that nothing contained in this Section 8.21 shall preclude Landlord from offering a gym, fitness or wellness center or health and fitness classes in the Building as an amenity exclusively to the tenants of the Building (and its invitees), or offering fitness classes in the Amenity Space exclusively to any user of the Amenity Space (and its invitees), or preclude another tenant of the Building from providing a gym or fitness and/or wellness center or fitness or wellness classes exclusively for the use of its employees, which in each case could be outsourced to any third (3rd ) party, including a Competitor of Tenant. Notwithstanding the forgoing, for the purposes of this subsection 8.20, during the period from the Commencement Date through December 31, 2023 (and only during such period), the Named Tenant Requirement shall be that Peloton Interactive, Inc. and/or its Affiliates lease at least 250,000 rentable square feet, is not leasing or marketing to sublease any space on the 9th or 10th floors of the Building and is not marketing to sublease space in the Premises which would when aggregated with space then being subleased by Tenant, constitute more than two full floors on the fourth ( 4th) through eighth (8th) floors of the Building.

Competitors. For Landlord hereby acknowledges and agrees that, for so long as the original named Tenant meets hereunder and/or one or more permitted Affiliates under Article Ten of the Named Tenant RequirementLease are occupying at least 74,234 square feet of Rentable Area of the Premises being demised from time to time under the Lease for the conduct of business therefrom, then during the Term of the Lease (i.e., inclusive of any renewal or extension of such Term as provided herein), Landlord shall not (i) hereafter enter into any lease any retail for space in the lower elevator bank at the Building nor grant any exterior signage rights upon the exterior of or upon any monument in front of the Building, directly with or to any Competitor of Tenant nor the entities listed on Exhibit C to this Amendment (the “Unpermitted Tenants”). Landlord shall Landlord consent not be in violation of the Paragraph 21 if any such Unpermitted Tenants succeeds to or approve a sublease the interest of any retail space in tenant of the Building or assignment of to any tenant's leasehold interest at the Building following such time as Landlord has so entered into a retail lease or occupancy agreement so granted such exterior signage rights with or to a Competitor the predecessor tenant. Subject to the last sentence of Tenantthis Paragraph 21, or (ii) permit any Competitor of Tenant to install signage inshall have the right, on, or around the Building, including, without limitation, any lobby signage, Signs, or Ground Floor Signs(s), nor shall Landlord consent to or approve a sublease of any space in the Building or assignment of any lease or occupancy agreement that permits a Competitor of Tenant to install signage in, on, or around the Building, including, without limitation, any lobby signage, Signs, or Ground Floor Signs(s). For purposes hereof, a “Competitor of Tenant” shall mean any person or entity on the list annexed as Exhibit O; provided that Tenant may from time to time, but no more often than once in any twelve (12) month period, revise Exhibit O by giving written notice thereof delivered to Landlord, to replace up to (2) two person(s) or entit(y/ies) substitute for any of the Unpermitted Tenants then being listed thereon with up to (2) new person(s) or entit(y/ies) on Exhibit C hereto a different entity (in which case such revised list shall thereafter be deemed the aggregate) (each “Umpermitted Tenants” under this Paragraph 21); provided that any such new person or entity, entity (i) shall be a “Substitute Competitor of Tenant”; provided further that (a) no such Substitute Competitor competitor of Tenant shall, at engaged in substantially the time such notice is given, same business as that of the original named Tenant hereunder; (ii) shall not be an occupant of any part of the Building entity that is then leasing or a person or entity with whom Landlord is negotiating or has within the prior six (6) months negotiated to lease subleasing space in the Building; and (iii) shall not be an entity which Landlord is then negotiating with for space at the Building (as evidenced by the execution of a written proposal, (b) each Substitute Competitor offer or letter of intent by such prospective tenant); and provided further, that the addition of such entity to the list of Unpermitted Tenants hereunder, and Landlord's agreements under the Paragraph 21 with respect thereto, shall not give rise to a violation by Landlord of any then existing contractual or legal obligations of Landlord. If and to the extent that Tenant must beso validly delivers notice to Landlord substituting a new Unpermitted Tenant, as contemplated above, then, at the time such notice is givenrequest of either Landlord or Tenant, engaged the parties shall enter into an amendment to this Lease substituting a new Exhibit C for the exhibit then attached to this Lease. The restrictions set forth in one this Paragraph 21 shall not apply to any current tenant or more of occupant at the following businesses as Building or its primary line of business: (i) the web based streaming of fitness contentaffiliates. Further, (ii) providing gym or health clubs open to the public, or (iii) a fitness, health, wellness or lifestyle business offering exercise or fitness related classes or instruction to the public on a primary basis, and (c) at no time shall there be Tenant may not substitute more than ten two (102) Competitors of Tenant. Tenant agrees that nothing contained in this Section 8.21 shall preclude Landlord from offering a gymUnpermitted Tenants on Exhibit C, fitness or wellness center or health and fitness classes in the Building as an amenity exclusively to the tenants of the Building (and its invitees), or offering fitness classes in the Amenity Space exclusively to any user of the Amenity Space (and its invitees), or preclude another tenant of the Building from providing a gym or fitness and/or wellness center or fitness or wellness classes exclusively for the use of its employees, which in each case could be outsourced to any third (3rd ) party, including a Competitor of Tenant. Notwithstanding the forgoing, for the purposes of this subsection 8.20aggregate, during the period from the Commencement Date through December 31, 2023 (and only during such period), the Named Tenant Requirement shall be that Peloton Interactive, Inc. and/or its Affiliates lease at least 250,000 rentable square feet, is not leasing or marketing to sublease any space on the 9th or 10th floors of the Building and is not marketing to sublease space in the Premises which would when aggregated with space then being subleased by Tenant, constitute more than two full floors on the fourth ( 4th) through eighth (8th) floors of the BuildingTerm.

Competitors. For so long as The restriction on subleasing portions of the Tenant meets Premises to other subtenants which are “Competitors” of Subtenant shall not be applicable. Expressly subject to the Named Tenant Requirementprovisions of this Section 5(d), Landlord shall recognize the Sublease, as modified as set forth above, as a direct lease to Subtenant, and Subtenant shall attorn to Landlord, and Tenant, by its execution of this Consent effective only from and after the termination of the Lease and effectiveness of this section, releases and discharges Subtenant of all of its obligations to Tenant under the Sublease accruing from and after such date. Landlord shall undertake the obligations of Tenant under the Sublease (as modified hereby) from the date of the Lease termination through the expiration or earlier termination of the Sublease, but Landlord shall not in any event (i) lease be liable for more than one (1) month’s rent or for any retail space in security deposit paid by Subtenant (except to the Building to any Competitor of Tenant nor shall Landlord consent to or approve a sublease of any retail space in the Building or assignment of a retail lease or occupancy agreement to a Competitor of Tenant, or (ii) permit any Competitor of Tenant to install signage in, on, or around the Building, including, without limitation, any lobby signage, Signs, or Ground Floor Signs(s), nor shall Landlord consent to or approve a sublease of any space in the Building or assignment of any lease or occupancy agreement that permits a Competitor of Tenant to install signage in, on, or around the Building, including, without limitation, any lobby signage, Signs, or Ground Floor Signs(s). For purposes hereof, a “Competitor of Tenant” shall mean any person or entity on the list annexed as Exhibit O; provided that Tenant may from time to time, but no more often than once in any twelve (12) month period, revise Exhibit O by giving written notice thereof extent actually delivered to Landlord, to replace up to (2) two person(s) or entit(y/ies) listed thereon with up to (2) new person(s) or entit(y/ies) (in the aggregate) (each such new person or entity, a “Substitute Competitor of Tenant”; provided further that (a) no such Substitute Competitor of Tenant shall, at the time such notice is given, be an occupant of any part of the Building or a person or entity with whom Landlord is negotiating or has within the prior six (6) months negotiated to lease space in the Building, (b) each Substitute Competitor of Tenant must be, at the time such notice is given, engaged in one or more of the following businesses as its primary line of business: (i) the web based streaming of fitness content), (ii) providing gym be liable for any prior act or health clubs open omission of Tenant under the Lease prior to the publicdate of Lease termination or for any other defaults of Tenant under the Sublease prior to the date of Lease termination, (iii) except to the extent of any unpaid portion of the Base TI Allowance due or payable pursuant to the terms of the Work Letter, and except for any valid rights of offset under Sections 11(d), 18, 19, 31(b) and/or 31(c), be subject to any defenses or offsets previously accrued which Subtenant may have against Tenant for any period prior to the date of Lease termination, or (iiiiv) a fitness, health, wellness be bound by any changes or lifestyle business offering exercise or fitness related classes or instruction modifications made to the public on a primary basis, and (c) at no time shall there be more than ten (10) Competitors Sublease without the prior written consent of Tenant. Tenant agrees that nothing contained in this Section 8.21 shall preclude Landlord from offering a gym, fitness or wellness center or health and fitness classes in the Building as an amenity exclusively to the tenants of the Building (and its invitees), or offering fitness classes in the Amenity Space exclusively to any user of the Amenity Space (and its invitees), or preclude another tenant of the Building from providing a gym or fitness and/or wellness center or fitness or wellness classes exclusively for the use of its employees, which in each case could be outsourced to any third (3rd ) party, including a Competitor of Tenant. Notwithstanding the forgoing, for the purposes of this subsection 8.20, during the period from the Commencement Date through December 31, 2023 (and only during such period), the Named Tenant Requirement shall be that Peloton Interactive, Inc. and/or its Affiliates lease at least 250,000 rentable square feet, is not leasing or marketing to sublease any space on the 9th or 10th floors of the Building and is not marketing to sublease space in the Premises which would when aggregated with space then being subleased by Tenant, constitute more than two full floors on the fourth ( 4th) through eighth (8th) floors of the BuildingLandlord.

Competitors. For so long Provided that the Lease and/or Tenant’s right of possession of the Premises shall not have then been terminated, Landlord agrees that Landlord shall not, without the prior written consent of Tenant (which consent may be withheld in Tenant’s sole discretion), hereafter during the Term, enter into any direct lease or other occupancy arrangement with a Competitor (as hereinafter defined) covering space at the Tenant meets Building. “Competitor” shall mean any or all of the Named Tenant Requirementfollowing (i) Ticketmaster; (ii) StubHub; (iii) Viagogo (who is, as of the Effective Date, related to StubHub); and (iv) SeatGeek. Landlord shall not be deemed to have violated the restrictions set forth in this Section 36 if (iA) lease any retail space in tenant or occupant of the Building enters into an assignment, sublease or other occupancy arrangement with any of the aforedescribed Competitors (provided that Landlord agrees to withhold its consent to any Competitor such assignment, sublease or other occupancy arrangement under this clause (A), to the extent withholding consent is reasonably permitted under the terms of Tenant nor shall Landlord consent to or approve a sublease of any retail space in the Building or assignment of a retail such lease or occupancy agreement to a Competitor of Tenantand under applicable law), or (iiB) permit any Competitor of Tenant to install signage in, on, tenant or around the Building, including, without limitation, any lobby signage, Signs, or Ground Floor Signs(s), nor shall Landlord consent to or approve a sublease of any space in the Building or assignment of any lease or occupancy agreement that permits a Competitor of Tenant to install signage in, on, or around the Building, including, without limitation, any lobby signage, Signs, or Ground Floor Signs(s). For purposes hereof, a “Competitor of Tenant” shall mean any person or entity on the list annexed as Exhibit O; provided that Tenant may from time to time, but no more often than once in any twelve (12) month period, revise Exhibit O by giving written notice thereof to Landlord, to replace up to (2) two person(s) or entit(y/ies) listed thereon with up to (2) new person(s) or entit(y/ies) (in the aggregate) (each such new person or entity, a “Substitute Competitor of Tenant”; provided further that (a) no such Substitute Competitor of Tenant shall, at the time such notice is given, be an occupant of any part of the Building merges or consolidates with or into, or acquires or is acquired by, any of the aforedescribed Competitors. Without limitation of the foregoing, Landlord agrees to include such restrictions on assignments or subleases or other occupancy arrangements with any of the aforedescribed Competitors, as contemplated by clause (A) of the preceding sentence, within any lease hereafter entered into between Landlord and a person or entity with whom Landlord is negotiating or has within the prior six (6) months negotiated to lease space in the Building, (b) each Substitute Competitor of Tenant must beprospective tenant, at any time during the time such notice is given, engaged in one or more Term of the following businesses as its primary line of business: (i) the web based streaming of fitness content, (ii) providing gym or health clubs open to the public, or (iii) a fitness, health, wellness or lifestyle business offering exercise or fitness related classes or instruction to the public on a primary basis, and (c) at no time shall there be more than ten (10) Competitors of Tenant. Tenant agrees that nothing contained in this Section 8.21 shall preclude Landlord from offering a gym, fitness or wellness center or health and fitness classes in the Building as an amenity exclusively to the tenants of the Building (and its invitees), or offering fitness classes in the Amenity Space exclusively to any user of the Amenity Space (and its invitees), or preclude another tenant of the Building from providing a gym or fitness and/or wellness center or fitness or wellness classes exclusively for the use of its employees, which in each case could be outsourced to any third (3rd ) party, including a Competitor of Tenant. Notwithstanding the forgoingLease, for the purposes of this subsection 8.20, during the period from the Commencement Date through December 31, 2023 (and only during such period), the Named Tenant Requirement shall be that Peloton Interactive, Inc. and/or its Affiliates lease space at least 250,000 rentable square feet, is not leasing or marketing to sublease any space on the 9th or 10th floors of the Building and is not marketing to sublease space in the Premises which would when aggregated with space then being subleased by Tenant, constitute more than two full floors on the fourth ( 4th) through eighth (8th) floors of the Building.

Competitors. For Landlord agrees that Landlord shall not, during the term ----------- of this Lease, so long as the Original Tenant meets the Named Tenant Requirement, Landlord shall not (ior either of them) lease any retail space and its Affiliates occupy at least ninety-eight thousand five hundred (98,500) rentable square feet or more in the Building to any Competitor of Tenant nor shall Landlord consent to or approve a sublease Project (other than by reason of any retail space temporary failure to occupy by reason of alterations, condemnation, damage or destruction or prevention of use under Section 14.1 (the "Signage Occupancy Threshold"), use any of the ------------ names listed in Exhibit "I" attached hereto (the Building "Competitors") to name or assignment of a retail lease or occupancy agreement to a Competitor of Tenant, or ----------- otherwise identify the North Tower (ii) permit any Competitor of Tenant to install signage in, on, or around the Building, including, without limitation, on any exclusive or multi-tenant monument, parapet, eyebrow, building top or other exterior identification signage or ground floor lobby signagesignage located in, Signson or identifying the North Tower, whether existing or Ground Floor Signs(s)to be constructed following the date hereof, nor shall provided however that if Landlord consent leases space constituting more than one hundred forty percent (140%) of the size of the Premises to or approve a sublease of any space in the Building or assignment of any lease or occupancy agreement that permits a Competitor of Tenant to install signage in, on, or around the Building, including, without limitation, any lobby signage, Signs, or Ground Floor Signs(s). For purposes hereof, a “("Larger Competitor of Tenant” shall mean any person or entity on the list annexed as Exhibit O; provided that Tenant may from time to time, but no more often than once in any twelve (12) month period, revise Exhibit O by giving written notice thereof to Landlord, to replace up to (2) two person(s) or entit(y/ies) listed thereon with up to (2) new person(s) or entit(y/ies) (in the aggregate) (each such new person or entity, a “Substitute Competitor of Tenant”; provided further that (a) no such Substitute Competitor of Tenant shall, at the time such notice is given, be an occupant of any part of the Building or a person or entity with whom Landlord is negotiating or has within the prior six (6) months negotiated to lease space in the Building, (b) each Substitute Competitor of Tenant must be, at the time such notice is given, engaged in one or more of the following businesses as its primary line of business: (i") the web based streaming of fitness content, (ii) providing gym or health clubs open foregoing restrictions shall not apply to the public, or (iii) a fitness, health, wellness or lifestyle business offering exercise or fitness related classes or instruction such Larger Competitor Tenant and Landlord may grant such signage rights as it desires to the public on a primary basis, and (c) at no time shall there be more than ten (10) Competitors of Tenant. Tenant agrees that nothing contained in this Section 8.21 shall preclude Landlord from offering a gym, fitness or wellness center or health and fitness classes in the Building as an amenity exclusively to the tenants of the Building (and its invitees), or offering fitness classes in the Amenity Space exclusively to any user of the Amenity Space (and its invitees), or preclude another tenant of the Building from providing a gym or fitness and/or wellness center or fitness or wellness classes exclusively for the use of its employees, which in each case could be outsourced to any third (3rd ) party, including a such Larger Competitor of Tenant. Notwithstanding the forgoingforegoing, for the purposes of this subsection 8.20, during the period from the Commencement Date through December 31, 2023 (and only during such period), the Named Tenant Requirement shall be that Peloton Interactive, Inc. and/or its Affiliates lease at least 250,000 rentable square feet, is not leasing or marketing to sublease any space on the 9th or 10th floors of the Building and is not marketing to sublease space in the Premises which would when aggregated with space event that the rights granted to Tenant shall no longer apply due to Tenant's failure to meet the Signage Occupancy Threshold, and subject to all signage rights that Landlord may have provided (whether to a Competitor or other party) or be currently in negotiations to provide, in the event that Tenant shall thereafter satisfy such Signage Occupancy Threshold, and deliver written notice to Landlord that Tenant again has satisfied such requirement, then being subleased by Tenant, constitute more than two full floors on the fourth ( 4th) through eighth (8th) floors of the Buildingrights granted to Tenant under this Section 30.14 shall thereafter ------------- apply.

Competitors. For Landlord agrees that Landlord shall not, during the term of this Lease, so long as the Original Tenant meets the Named Tenant Requirement, Landlord shall not (ior either of them) lease any retail space and its Affiliates occupy at least ninety-eight thousand five hundred (98,500) rentable square feet or more in the Building to any Competitor of Tenant nor shall Landlord consent to or approve a sublease Project (other than by reason of any retail space temporary failure to occupy by reason of alterations, condemnation, damage or destruction or prevention of use under Section 14.1 (the “Signage Occupancy Threshold”), use any of the names listed in Exhibit “I” attached hereto (the Building “Competitors”) to name or assignment of a retail lease or occupancy agreement to a Competitor of Tenant, or otherwise identify the North Tower (ii) permit any Competitor of Tenant to install signage in, on, or around the Building, including, without limitation, on any exclusive or multi-tenant monument, parapet, eyebrow, building top or other exterior identification signage or ground floor lobby signagesignage located in, Signson or identifying the North Tower, whether existing or Ground Floor Signs(s)to be constructed following the date hereof, nor shall provided however that if Landlord consent leases space constituting more than one hundred forty percent (140%) of the size of the Premises to or approve a sublease of any space in the Building or assignment of any lease or occupancy agreement that permits a Competitor of Tenant to install signage in, on, or around the Building, including, without limitation, any lobby signage, Signs, or Ground Floor Signs(s). For purposes hereof, a (“Larger Competitor of Tenant” shall mean any person or entity on the list annexed as Exhibit O; provided that Tenant may from time to time, but no more often than once in any twelve (12) month period, revise Exhibit O by giving written notice thereof to Landlord, to replace up to (2) two person(s) or entit(y/ies) listed thereon with up to (2) new person(s) or entit(y/ies) (in the aggregate) (each such new person or entity, a “Substitute Competitor of Tenant”; provided further that (a) no such Substitute Competitor of Tenant shall, at the time such notice is given, be an occupant of any part of the Building or a person or entity with whom Landlord is negotiating or has within the prior six (6) months negotiated to lease space in the Building, (b) each Substitute Competitor of Tenant must be, at the time such notice is given, engaged in one or more of the following businesses as its primary line of business: (i) the web based streaming of fitness content, (ii) providing gym or health clubs open foregoing restrictions shall not apply to the public, or (iii) a fitness, health, wellness or lifestyle business offering exercise or fitness related classes or instruction such Larger Competitor Tenant and Landlord may grant such signage rights as it desires to the public on a primary basis, and (c) at no time shall there be more than ten (10) Competitors of Tenant. Tenant agrees that nothing contained in this Section 8.21 shall preclude Landlord from offering a gym, fitness or wellness center or health and fitness classes in the Building as an amenity exclusively to the tenants of the Building (and its invitees), or offering fitness classes in the Amenity Space exclusively to any user of the Amenity Space (and its invitees), or preclude another tenant of the Building from providing a gym or fitness and/or wellness center or fitness or wellness classes exclusively for the use of its employees, which in each case could be outsourced to any third (3rd ) party, including a such Larger Competitor of Tenant. Notwithstanding the forgoingforegoing, for the purposes of this subsection 8.20, during the period from the Commencement Date through December 31, 2023 (and only during such period), the Named Tenant Requirement shall be that Peloton Interactive, Inc. and/or its Affiliates lease at least 250,000 rentable square feet, is not leasing or marketing to sublease any space on the 9th or 10th floors of the Building and is not marketing to sublease space in the Premises which would when aggregated with space event that the rights granted to Tenant shall no longer apply due to Tenant’s failure to meet the Signage Occupancy Threshold, and subject to all signage rights that Landlord may have provided (whether to a Competitor or other party) or be currently in negotiations to provide, in the event that Tenant shall thereafter satisfy such Signage Occupancy Threshold, and deliver written notice to Landlord that Tenant again has satisfied such requirement, then being subleased by Tenant, constitute more than two full floors on the fourth ( 4th) through eighth (8th) floors of the Buildingrights granted to Tenant under this Section 30.14 shall thereafter apply.