Common use of LANDLORD’S RIGHT TO UNDERLET Clause in Contracts

LANDLORD’S RIGHT TO UNDERLET. Subject to the provisions of Section 13.13, upon receipt of any Offer Notice, Landlord shall have the option with respect to each such Offer Notice, exercisable by notice from Landlord to Tenant given (i) within fifteen (15) days after receipt of such Offer Notice, if such Offer Notice is made pursuant to Section 13.2.1 above, or (ii) within thirty (30) days, if such Offer Notice is made pursuant to Section 13.2.2 above, to underlet from Tenant the space which Tenant so desires to sublet, for the term for which Tenant desires to sublet it and for a rent equal to the rent which Tenant by the terms of this Lease is required to pay for the rentable area of the space so to be sublet, such underlease to be upon the covenants, agreements, terms, provisions and conditions contained in this Lease except as hereinafter provided and except for such thereof which are irrelevant or inapplicable. Without limiting the generality of the foregoing, it is hereby expressly agreed that: (a) such underlease to Landlord shall give the undertenant the unqualified and unrestricted right, without Tenant’s permission, (x) to assign such underlease or any interest therein and/or to underlet from time to time the space covered by such underlease or any parts of such space, except that Landlord agrees that any such underlease will not be assigned except simultaneously with an assignment of Landlord’s interest under this Lease so that at all times the Landlord under this Lease and the undertenant under said underlease shall be the same person, corporation or other entity, and each assignor of such underlease shall thereafter be released of all obligations under such underlease, and (y) to make any and all changes, alterations and improvements in the space covered by such underlease deemed desirable by the undertenant, and which were either set forth as a condition of the Offer Notice or as to which Tenant shall have given its approval, such approval not to be unreasonably withheld or delayed; (b) such underlease shall provide that (x) any assignee or subtenant of the undertenant may, at the election of the undertenant, be permitted to make alterations, decorations and installations in such space or any part thereof, and (y) any such alterations, decorations and installations therein made by any assignee or subtenant of the undertenant may be removed, or left, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such underlease provided that such assignee or subtenant, at its expense, shall repair the damage and injury to such space so underlet caused by such removal and any assignee or subtenant shall restore such space to its condition immediately prior to such assignment or sublet; provided, however, that unless such alterations, decorations or installations were either set forth as a condition of the Offer Notice or as to which Tenant shall have given its approval, such assignee or subtenant shall, at its expense, remove any such alterations, decorations or installations and shall repair the damage and injury to the space so underlet caused by such removal, and any assignee or subtenant shall restore such space to its condition immediately prior to such assignment or sublet; (c) such underlease shall also provide that the parties to such underlease expressly negate any intention that any estate created under such underlease be merged with any other estate held by either of said parties; (d) Tenant shall and will at all times at its expense provide and permit an appropriate and lawful means of ingress and egress from such space so underlet by Tenant to Landlord, such means of ingress or egress to be specified by Tenant in the Offer Notice with respect to such space; (e) Landlord, at Tenant’s expense if specified in the Offer Notice (but otherwise at Landlord’s expense), may make such Alterations as may be required or deemed necessary by Landlord physically to separate the underleased space from the balance of the Premises and to comply with all laws and requirements of public authorities relating to such separation; (f) the occupant or occupants of all or any part or parts of such space shall, in common with Tenant, have the use of toilet and other common facilities on the floor on which such space is located; (g) any default (after the expiration of any applicable notice, grace or cure period) by Landlord in the payment of rent under such underlease or by anyone claiming through such underlease shall entitle Tenant to a corresponding offset against the payment of rent due under this Lease; (h) any failure by such assignee or subtenant to remove any such alterations, decorations or installations, to repair the damage and injury to the space so underlet caused by such removal, or to restore such space to its condition immediately prior to such assignment or sublet shall entitle Tenant, after giving Landlord at least ten (10) days’ notice of its intention to do so, to perform the removal, repair and/or restoration which should have been performed by such assignee or subtenant, and Landlord shall reimburse Tenant for the reasonable out of pocket third party costs incurred by Tenant in performing such removal, repair and/or restoration.

LANDLORD’S RIGHT TO UNDERLET. Subject to the provisions of Section 13.13, upon Upon receipt of any Offer NoticeNotice in which Tenant proposes to sublet all or any part of the Premises for the entire or substantially the entire remaining Lease Term, Landlord shall have the option with respect to each such Offer Notice, exercisable by notice from Landlord to Tenant given in writing within thirty (i) within fifteen (1530) days after receipt of such Offer Notice, Notice if such Offer Notice is made pursuant to submitted under Section 13.2.1 above13.2(a) hereof, or within sixty (ii60) within thirty (30) days, days after receipt of such Offer Notice if such Offer Notice is made pursuant to submitted under Section 13.2.2 above13.2(b) hereof, to underlet from Tenant the space which Tenant so desires to sublet, for the term for which Tenant desires to sublet it and for a rent and other economic terms equal to (i) the rent and other economic terms upon which Tenant by proposes to sublet such space, as set forth in the Offer Notice, minus (ii) any profit to which Landlord would have been entitled under Section 13.10 hereof had Landlord consented to the transaction upon the terms of this Lease is required to pay for set forth in the rentable area of the space so to be sublet, such Offer Notice. Such underlease to shall in all other respects be upon the covenants, agreements, terms, provisions and conditions contained in this Lease except as hereinafter provided and except for such thereof which are irrelevant or inapplicable. Without limiting the generality of the foregoing, it is hereby expressly agreed that: (a) such underlease to Landlord shall give the undertenant the unqualified and unrestricted right, without Tenant’s permission, (x) to assign such underlease or any interest therein and/or to underlet from time to time the space covered by such underlease or any parts of such spacespace for any purpose, or purposes that the undertenant, in the undertenant’s reasonable discretion, shall deem suitable or appropriate, except that Landlord agrees that any such underlease will not be assigned except simultaneously with an assignment of Landlord’s interest under this Lease so that at all times the Landlord under this Lease and the undertenant under said underlease shall be the same person, corporation or other entity, and each assignor of such underlease shall thereafter be released of all obligations under such underlease, and (y) to make any and all changes, alterations and improvements in the space covered by such underlease deemed desirable by the undertenant, and which were either set forth as a condition of the Offer Notice or as to which Tenant shall have given its approval, such approval not to be unreasonably withheld or delayed; (b) such underlease shall provide that (x) any assignee or subtenant of the undertenant may, at the election of the undertenant, be permitted to make alterations, decorations and installations in such space or any part thereof, and (y) any such alterations, decorations and installations therein made by any assignee or subtenant of the undertenant may be removed, or left, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such underlease provided that such assignee or subtenant, at its expense, shall repair the damage and injury to such space so underlet caused by such removal and any assignee or subtenant shall restore such space to its condition immediately prior to such assignment or sublet; provided, however, that unless such alterations, decorations or installations were either set forth as a condition of the Offer Notice or as to which Tenant shall have given its approval, such assignee or subtenant shall, at its expense, remove any such alterations, decorations or installations and shall repair the damage and injury to the space so underlet caused by such removal, and any assignee or subtenant shall restore such space to its condition immediately prior to such assignment or sublet; (c) such underlease shall also provide that the parties to such underlease expressly negate any intention that any estate created under such underlease be merged with any other estate held by either of said parties; (d) Tenant shall and will at all times at its expense provide and permit an appropriate and lawful means of ingress and egress from such space so underlet by Tenant to Landlord, such means of ingress or egress to be specified by Tenant in the Offer Notice with respect to such space; (e) Landlord, at Tenant’s reasonable out-of-pocket expense if specified (unless otherwise set forth in the Offer Notice (but otherwise at Landlord’s expenseNotice), may make such Alterations as may be reasonably required or deemed reasonably necessary by Landlord physically to separate the underleased space from the balance of the Premises and to comply with all laws and requirements of public authorities relating to such separation; (f) the occupant or occupants of all or any part or parts of such space shall, in common with Tenant, have the use of toilet and other common facilities on the floor on which such space is located; (g) any default (after at the expiration of such underlease, unless otherwise set forth in the Offer Notice, Tenant shall accept the space covered thereby in its then existing condition and shall have no obligation to remove any applicable notice, grace or cure period) Alterations made by Landlord (including Specialty Alterations made by Landlord) provided that Landlord shall have performed Landlord’s obligations to keep and maintain such space in good order and condition except for ordinary wear and tear (and further provided that in the payment event of rent Landlord’s failure to perform any of such obligations Tenant shall have no right to terminate this Lease either in whole or as to such part of the space covered by the underlease); (h) no default by Landlord under such underlease or by anyone claiming through such underlease shall entitle Tenant be deemed to constitute a corresponding offset against the payment of rent due default under this LeaseLease and performance of non-monetary obligations by Landlord under such underlease shall be deemed to be performance of such non-monetary obligations by Tenant hereunder; (hi) Tenant shall have the right to offset against Annual Fixed Rent, Additional Rent and other monetary obligations due hereunder, any failure fixed rent and additional charges or other monetary obligations not paid by Landlord as the undertenant under such assignee or subtenant to remove any such alterations, decorations or installations, to repair the damage and injury underlease; and (j) in no event shall Tenant’s obligations with respect to the underlet space so be greater than Tenant’s obligations with respect to the underlet caused by such removalspace under this Lease or, or to restore such space to its condition immediately prior to such assignment or sublet shall entitle Tenantif greater, after giving Landlord at least ten (10) days’ notice of its intention to do so, to perform as set forth in the removal, repair and/or restoration which should have been performed by such assignee or subtenant, and Landlord shall reimburse Tenant for the reasonable out of pocket third party costs incurred by Tenant in performing such removal, repair and/or restorationOffer Notice.

LANDLORD’S RIGHT TO UNDERLET. Subject to the provisions of Section 13.13, upon receipt of any Offer Notice, Landlord shall have the option with respect to each such Offer Notice, exercisable by notice from Landlord to Tenant given (i) within fifteen (15) days after receipt of such Offer Notice, if such Offer Notice is made pursuant to Section 13.2.1 above, or (ii) within thirty (30) days, if such Offer Notice is made pursuant to Section 13.2.2 above, to underlet from Tenant the space which Tenant so desires to sublet, for the term for which Tenant desires to sublet it and for a rent equal to the rent which Tenant by the terms of this Lease is required to pay for the rentable area of the space so to be sublet, such underlease to be upon the covenants, agreements, terms, provisions and conditions contained in this Lease except as hereinafter provided and except for such thereof which are irrelevant or inapplicable. Without limiting the generality of the foregoing, it is hereby expressly agreed that: (a) such underlease to Landlord shall give the undertenant the unqualified and unrestricted right, without Tenant’s 's permission, (x) to assign such underlease or any interest therein and/or to underlet from time to time the space covered by such underlease or any parts of such space, except that Landlord agrees that any such underlease will not be assigned except simultaneously with an assignment of Landlord’s 's interest under this Lease so that at all times the Landlord under this Lease and the undertenant under said underlease shall be the same person, corporation or other entity, and each assignor of such underlease shall thereafter be released of all obligations under such underlease, and (y) to make any and all changes, alterations and improvements in the space covered by such underlease deemed desirable by the undertenant, and which were either set forth as a condition of the Offer Notice or as to which Tenant shall have given its approval, such approval not to be unreasonably withheld or delayed; (b) such underlease shall provide that (x) any assignee or subtenant of the undertenant may, at the election of the undertenant, be permitted to make alterations, decorations and installations in such space or any part thereof, and (y) any such alterations, decorations and installations therein made by any assignee or subtenant of the undertenant may be removed, or left, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such underlease provided that such assignee or subtenant, at its expense, shall repair the damage and injury to such space so underlet caused by such removal and any assignee or subtenant shall restore such space to its condition immediately prior to such assignment or sublet; provided, however, that unless such alterations, decorations or installations were either set forth as a condition of the Offer Notice or as to which Tenant shall have given its approval, such assignee or subtenant shall, at its expense, remove any such alterations, decorations or installations and shall repair the damage and injury to the space so underlet caused by such removal, and any assignee or subtenant shall restore such space to its condition immediately prior to such assignment or sublet; (c) such underlease shall also provide that the parties to such underlease expressly negate any intention that any estate created under such underlease be merged with any other estate held by either of said parties; (d) Tenant shall and will at all times at its expense provide and permit an appropriate and lawful means of ingress and egress from such space so underlet by Tenant to Landlord, such means of ingress or egress to be specified by Tenant in the Offer Notice with respect to such space; (e) Landlord, at Tenant’s 's expense if specified in the Offer Notice (but otherwise at Landlord’s 's expense), may make such Alterations as may be required or deemed necessary by Landlord physically to separate the underleased space from the balance of the Premises and to comply with all laws and requirements of public authorities relating to such separation; (f) the occupant or occupants of all or any part or parts of such space shall, in common with Tenant, have the use of toilet and other common facilities on the floor on which such space is located; (g) any default (after the expiration of any applicable notice, grace or cure period) by Landlord in the payment of rent under such underlease or by anyone claiming through such underlease shall entitle Tenant to a corresponding offset against the payment of rent due under this Lease; (h) any failure by such assignee or subtenant to remove any such alterations, decorations or installations, to repair the damage and injury to the space so underlet caused by such removal, or to restore such space to its condition immediately prior to such assignment or sublet shall entitle Tenant, after giving Landlord at least ten (10) days’ ' notice of its intention to do so, to perform the removal, repair and/or restoration which should have been performed by such assignee or subtenant, and Landlord shall reimburse Tenant for the reasonable out of pocket third party costs incurred by Tenant in performing such removal, repair and/or restoration.

LANDLORD’S RIGHT TO UNDERLET. Subject to the provisions of Section 13.13, upon Upon receipt of any Offer Notice or Marketing Notice (each a “Transfer Notice”) pursuant to which Tenant proposes to sublet all or any part of the Premises for the entire or substantially the entire remaining Lease Term (for the purposes of this Article 13, “substantially the entire remaining Lease Term” shall mean a term expiring during the last twelve (12) months of the Lease Term, and “substantially all of the Premises” shall mean at least ninety percent (90%) of the Premises), Landlord shall have the option with respect to each such Offer Notice, exercisable by notice from Landlord to Tenant given in writing within thirty (i) within fifteen (1530) days after receipt of such Offer Notice, if or within sixty (60) days after receipt of such Offer Notice is made pursuant to Section 13.2.1 above, or (ii) within thirty (30) days, if such Offer Notice is made pursuant to Section 13.2.2 aboveMarketing Notice, to underlet from Tenant the space which Tenant so desires to sublet, for the term for which Tenant desires to sublet it and for a rent and other economic terms equal to (i) the rent and other economic terms upon which Tenant by proposes to sublet such space, as set forth in the Transfer Notice, minus (ii) any profit to which Landlord would have been entitled under Section 13.10 hereof had Landlord consented to the transaction upon the terms of this Lease is required to pay for set forth in the rentable area of the space so to be sublet, such Transfer Notice. Such underlease to shall in all other respects be upon the covenants, agreements, terms, provisions and conditions contained in this Lease except as hereinafter provided and except for such thereof which are irrelevant or inapplicable. Without limiting the generality of the foregoing, it is hereby expressly agreed that: (a) such underlease to Landlord shall give the undertenant the unqualified and unrestricted right, without Tenant’s permission, (x) to assign such underlease or any interest therein and/or to underlet from time to time the space covered by such underlease or any parts of such spacespace for any purpose, or purposes that the undertenant, in the undertenant’s uncontrolled discretion, shall deem suitable or appropriate, except that Landlord agrees that any such underlease will not be assigned except simultaneously with an assignment of Landlord’s interest under this Lease so that at all times the Landlord under this Lease and the undertenant under said underlease shall be the same person, corporation or other entity, and each assignor of such underlease shall thereafter be released of all obligations under such underlease, and (y) to make any and all changes, alterations and improvements in the space covered by such underlease deemed desirable by the undertenant, and which were either set forth as undertenant that do not have a condition material adverse impact on any portion of the Offer Notice or as to which Tenant shall have given its approval, such approval not to be unreasonably withheld or delayedPremises retained by Tenant; (b) such underlease shall provide that (x) any assignee or subtenant of the undertenant may, at the election of the undertenant, be permitted to make alterations, decorations and installations in such space or any part thereofthereof provided that the same do not have a material adverse impact on any portion of the Premises retained by Tenant, and (y) any such alterations, decorations and installations therein made by any assignee or subtenant of the undertenant may be removed, or left, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such underlease provided that if the Offer Notice specifies that the subtenant must remove such alterations, decorations and installations and restore such space to its condition immediately prior to such sublease, then Landlord shall, or shall cause such assignee or subtenant, at its expense, shall to repair the damage and injury to such space so underlet caused by such removal and any assignee or subtenant shall restore such space to its condition immediately prior to such assignment or sublet; provided, however, that unless such alterations, decorations or installations were either set forth as a condition and (z) in no event shall Tenant have any end of the Offer Notice or as term restoration obligations with respect to which Tenant shall have given its approval, such assignee or subtenant shall, at its expense, remove any such alterations, decorations or installations and shall repair the damage and injury to the space so underlet caused by such removal, and any assignee or subtenant shall restore such space to its condition immediately prior to such assignment or subletinstallations; (c) such underlease shall also provide that the parties to such underlease expressly negate any intention that any estate created under such underlease be merged with any other estate held by either of said parties; (d) Tenant shall and will at all times at its expense provide and permit an appropriate and lawful means of ingress and egress from such space so underlet by Tenant to Landlord, such means of ingress or egress to be specified by Tenant in the Offer Transfer Notice with respect to such spacespace (to the extent that such means of ingress and egress are not controlled by or the responsibility of Landlord hereunder); (e) Landlord, at Tenant’s expense if specified (unless otherwise set forth in the Offer Notice (but otherwise at Landlord’s expenseTransfer Notice), may make such Alterations as may be required or reasonably deemed necessary by Landlord physically to separate the underleased space from the balance of the Premises and to comply with all laws and requirements of public authorities relating to such separation; (f) the occupant or occupants of all or any part or parts of such space shall, in common with Tenant, have the use of toilet and other common facilities on the floor on which such space is located; (g) any default (after at the expiration of such underlease, Tenant shall accept the space covered thereby in its then existing condition provided that Landlord shall have performed Landlord’s obligations to keep and maintain such space in good order and condition except for ordinary wear and tear, provided that Landlord or the undertenant, at its expense, shall restore such space at the expiration or earlier termination of the underlease to its condition immediately prior to such underlease if set forth as a condition of the Transfer Notice, and in the event of Landlord’s or undertenant’s failure to perform any applicable noticeof such obligations, grace Tenant may do the same, and Landlord shall reimburse Tenant for the reasonable costs incurred by Tenant in connection therewith within thirty (30) days after Tenant’s demand therefor (but in the event of Landlord’s or cure periodundertenant’s failure to perform any of such obligations Tenant shall have no right to terminate this Lease either in whole or as to such part of the space covered by the underlease); (h) no default by Landlord in the payment of rent under such underlease or by anyone claiming through such underlease shall entitle Tenant be deemed to constitute a corresponding offset against the payment of rent due default under this Lease;; and (hi) any failure by during the term of such assignee or subtenant to remove any such alterationsunderletting, decorations or installationsTenant shall be relieved and released from all maintenance, to repair repair, insurance and indemnity obligations set forth in this Lease, as the damage and injury same pertain to the space so underlet caused by space. Provided that such removalTransfer Notice shall prominently specify on its face that Landlord’s failure to exercise or waive its right to underlet within thirty (30) days or sixty (60) days, as applicable, after Landlord’s receipt thereof constitutes a waiver of Landlord’s right to underlet pursuant to this Section 13.3, then if Landlord fails to exercise or waive its right to restore underlet within such space 30-day period or 60-day period, as applicable, Landlord shall be deemed to have waived its condition immediately prior right to underlet with respect to such assignment or sublet shall entitle Tenant, after giving Landlord at least ten (10) days’ notice of its intention to do so, to perform the removal, repair and/or restoration which should have been performed by such assignee or subtenant, and Landlord shall reimburse Tenant for the reasonable out of pocket third party costs incurred by Tenant in performing such removal, repair and/or restorationTransfer Notice.

LANDLORD’S RIGHT TO UNDERLET. Subject to the provisions of Section 13.13, upon (a) Upon receipt of any Offer NoticeNotice or series of Offer Notices in which Tenant proposes to sublet all or any portion of the Premises (provided that Tenant is permitted to sublet such space pursuant to the terms hereof), Landlord shall have the option with respect to each such Offer Notice, subject to the obtaining of any required consent of the Port Authority, exercisable by notice Landlord in writing within (I) thirty (30) days if such Offer Notice is based on a bona fide written offer from Landlord to Tenant given an independent third party or such third party’s broker or (iII) within fifteen if not based on such a bona fide written offer from an independent third party or such third party’s broker, (15A) sixty (60) days after receipt of such Offer Notice, Notice if such Offer Notice is made pursuant pertains to Section 13.2.1 abovea proposed subletting of three (3) full floors or less, or within (iiB) within thirty ninety (3090) days, days after receipt of such Offer Notice if such Offer Notice is made pursuant pertains to Section 13.2.2 abovea proposed subletting of more than three (3) full floors, to underlet from Tenant the space which Tenant so desires to subletsublet (the “Sublease Space”), for the term for which Tenant desires to sublet it and for a rent equal to the lower of (i) the rent for which Tenant proposes to sublet such space, as set forth in the Offer Notice and the instruments which accompany such notice or (ii) the rent which Tenant by the terms of this Lease is required to pay for the rentable area RSF of the space so to be sublet; provided, however, that with respect to any such Offer Notice which pertains to a Partial Term Subletting, such underlease rent shall be equal to the rent for which Tenant proposes to sublet such space, as set forth in the Offer Notice and the instruments which accompany such notice. (b) In the event that Landlord shall exercise its option to sublease the Sublease Space, such sublease shall be upon the same terms and conditions as those contained in the applicable Offer Notice (to the extent such terms and conditions are in compliance with the provisions of this Lease) and otherwise on the same covenants, agreements, terms, provisions and conditions contained in this Lease except as hereinafter provided and except for such thereof which are irrelevant or inapplicable. Without inapplicable and, without limiting the generality of the foregoing, it is hereby expressly agreed that: (ai) such underlease The sublease to Landlord (the “Landlord Sublease”) shall give Landlord the undertenant the unqualified and unrestricted absolute right, without Tenant’s permission, (x) to assign such underlease Landlord Sublease or any interest therein and/or to underlet from time to time sublet the space covered by such underlease Landlord Sublease or any parts part of such space, except that Landlord . Tenant agrees that (A) any such underlease will not assignment or subletting by Landlord may be assigned except simultaneously with an assignment of Landlord’s interest under for any purpose or purposes permitted pursuant to this Lease so that and (B) if the Landlord Sublease is of less than the entire Premises, Tenant shall at all times the Landlord under this Lease provide and the undertenant under said underlease shall be the same personpermit reasonably appropriate means of ingress to and egress from such space so sublet by Tenant to Landlord, corporation or other entity, at Tenant’s sole cost and each assignor of such underlease shall thereafter be released of all obligations under such underlease, and expense (y) to make any and all changes, alterations and improvements unless otherwise specified in the space covered by such underlease deemed desirable by Offer Notice), and, if necessary, Landlord shall at all times provide and permit reasonably appropriate means of ingress and egress to and from the undertenant, and which were either set forth as a condition remainder of the Offer Notice or as Premises at Tenant’s sole cost and expense. If Landlord exercises its option to which Tenant shall have given its approvalsublet pursuant to this Section 14.4, such approval not to be unreasonably withheld or delayed; (b) such underlease shall provide that (x) Landlord and any assignee or subtenant of Landlord shall have the undertenant may, at the election of the undertenant, be permitted right to make alterations, decorations decorations, improvements and installations in such space the Sublease Space or any part thereof, and thereof (y) except with respect to any such alterations, decorations and installations therein made Alterations expressly prohibited by any assignee Offer Notice relating to a Partial Term Subletting, which Offer Notice shall require that Landlord obtain Tenant’s consent to such Alterations), any or subtenant all of the undertenant which may be removed, or left, in whole or in part, by such Landlord or any assignee or subtenantsubtenant of Landlord, at its option, prior to or upon the expiration or other termination of such underlease provided the Landlord Sublease, provided, that such (1) Landlord or any assignee or subtenantsubtenant of Landlord, at its expense, shall repair the any damage and injury to such space so underlet caused by such removal and any assignee or subtenant shall restore such space to its condition immediately prior to such assignment or sublet; provided, however, that unless such alterations, decorations or installations were either set forth as a condition of the Offer Notice or as to which Tenant shall have given its approval, such assignee or subtenant shall, at its expense, remove any such alterations, decorations or installations and shall repair the damage and injury to the space so underlet caused by such removal, (2) at the expiration of such Landlord Sublease, Tenant shall accept the space covered thereby in its then existing condition provided that Landlord shall have performed Landlord’s obligations to keep and maintain such space in good order and condition except for ordinary wear and tear (and further provided that in the event of Landlord’s failure to perform any of such obligations Tenant shall have no right to terminate this Lease either in whole or as to such part of the space covered by the Landlord Sublease) and (3) with respect to any Landlord Sublease in connection with a Partial Term Subletting, Landlord shall remove any Alterations made by Landlord or its subtenant during the term of such Landlord Sublease which Landlord is required to remove pursuant to the terms of the Offer Notice and if Landlord shall fail to remove such Non-Standard Alterations within thirty (30) days after the expiration of such Landlord Sublease, then (x) Tenant may remove such “Non-Standard Alterations”, (y) Rent shall xxxxx hereunder solely with respect to the portion of the Premises with respect to which such Non-Standard Alterations shall not have been removed for a commercially reasonable period of time required for Tenant to remove such Non-Standard Alterations and restore the Sublease Space to substantially the condition as existed on the commencement of such Landlord Sublease (ordinary wear and tear excepted) and (z) the actual reasonable out-of-pocket cost thereof may be offset by Tenant against future installments of Rent due hereunder if Landlord does not pay such amount within thirty (30) days after receipt of reasonable proof thereof. If Landlord and Tenant do not agree on the portion of abatement, the commercially reasonable period of time required for Tenant to remove such Non-Standard Alterations and restore the Sublease Space to substantially the condition as existed on the commencement of such Landlord Sublease (ordinary wear and tear excepted) or the cost of restoration, then either party may submit such dispute to arbitration in accordance with the terms of Article 34 hereof. In no event shall Landlord nor any assignee or subtenant shall of Landlord have any obligation to restore such space the Premises from ordinary wear and tear or damage by fire or other casualty except to its condition immediately prior the extent Tenant is required to such assignment or subletrestore the same pursuant to the terms of this Lease; (cii) such underlease The Landlord Sublease shall also provide that the parties to such underlease Landlord Sublease expressly negate any intention that any estate created under such underlease sublease be merged with any other estate held by either of said parties; (diii) Tenant If the Landlord Sublease is for less than an entire floor it shall and will at all times at its expense provide and permit an appropriate and lawful means of ingress and egress from such space so underlet by Tenant to Landlord, such means of ingress or egress to be specified by Tenant in the Offer Notice with respect to such space; (e) that Landlord, at Tenant’s reasonable cost and expense if or Tenant, at Tenant’s election (unless otherwise specified in the Offer Notice (but otherwise at Landlord’s expenseNotice), may make such Alterations as may be will erect the partitions required or deemed necessary by Landlord physically to separate the underleased space portion of the Premises to be sublet from the balance remainder of the Premises and will provide any doors required to comply with provide an independent means of access from the elevators and/or staircase on the floor to the portion of the Premises to be sublet, and shall install all laws and requirements other equipment or facilities which may be required in order to use the Sublease Space as a unit separate from the remainder of public authorities relating to such separationthe floor; (fiv) the The occupant or occupants of all or any part or parts of such space shall, in common with Tenant, have the use of toilet and other common facilities on the floor on which such space is located; (gv) Any consent required of Tenant, as landlord under the Landlord Sublease shall be deemed granted if consent with respect thereto is granted by Landlord under this Lease, except with respect to any Alterations expressly prohibited by any Offer Notice relating to a Partial Term Subletting, which Offer Notice shall require that Landlord obtain Tenant’s consent to such Alterations; (vi) Any failure of Landlord to comply with the provisions of the Landlord Sublease, other than with respect to the payment of rental to Tenant, shall not constitute a default on the part of Landlord thereunder and shall not constitute a default on the part of Tenant hereunder, provided that if Landlord’s subtenant shall fail to comply with the terms of such Landlord Sublease and such failure shall materially adversely affect Tenant’s use and enjoyment of any other portion of the Premises, then (1) Landlord shall use commercially reasonable efforts to enforce its rights under such Landlord Sublease (including, without limitation, the commencement of appropriate legal proceedings against such subtenant) and (2) in the event that such subtenant shall violate the provisions of clause (v) above and Landlord shall fail to cure such condition within one hundred and twenty (120) days after Landlord’s receipt of written notice thereof from Tenant, then Tenant shall have the right to terminate such Landlord Sublease; (vii) In the event that at any time during the term of the Landlord Sublease, Landlord shall fail to pay rent to Tenant under the Landlord Sublease, Tenant shall have the right to offset the amount of such non-payment against Rent due to Landlord by Tenant pursuant to this Lease; provided, however, that in the event there is a monetary Event of Default hereunder, Landlord shall have the right to offset such amounts against rent due to Tenant under the Landlord Sublease; and (viii) Performance by Landlord, or any subtenant of Landlord, under a Landlord Sublease shall be deemed performance by Tenant of any similar obligation under this Lease and Tenant shall not be liable for any default (after the expiration under this Lease or deemed to be in default hereunder if such default is occasioned by or arises from any act or omission of Landlord, or any subtenant of Landlord or is occasioned by or arises from any act or omission of any applicable noticeoccupant of the space sublet to Landlord. (c) Notwithstanding anything to the contrary contained in this Section 14.4, grace so long as the relevant Offer Notice was not based on a bona fide written offer from an independent third party or cure period) such third party’s broker, Landlord may exercise its option to sublease pursuant to this Section 14.4 with respect to less than all of the proposed Sublease Space, provided that the portion of the Sublease Space which Landlord so elects to sublease shall constitute one or more full floors designated by Landlord in its sole discretion, except that if Tenant shall have designated in the payment applicable Offer Notice the floors which Tenant intends to market for sublease as one or more full floors as a single block and shall have a legitimate business reason for so designating such floors (it being agreed that if Tenant delivers an Offer Notice that designates any such floors, and Tenant thereafter intends to so market different floor(s) other than as a single block, then Tenant shall be required to reoffer such proposed Sublease Space to Landlord under this Section 14.4, subject to the provisions hereof). If Landlord elects to sublease less than all of rent the Sublease Space pursuant to this Section 14.4(c), then Landlord, at Landlord’s sole cost and expense, shall (i) erect the partitions required to separate the portion of the Premises to be sublet from the remainder of the Premises, (ii) slab over all internal staircases within the Premises connecting the portion of the Premises to be sublet from the remainder of the Premises and (iii) install all other equipment or facilities which may be required in order to use the space to be sublet as a unit or units separate from the remainder of the Premises. (d) Notwithstanding anything to the contrary contained herein, in the event that Landlord shall exercise its option to sublet space from Tenant under such underlease or by anyone claiming through such underlease shall entitle Tenant Section 14.4(a) hereof with respect to a corresponding offset against Partial Term Subletting, then (A) Tenant shall have the payment right to approve any subsequent subletting by Landlord of rent due under this Lease; the applicable Sublease Space (h) any failure such approval not to be unreasonably withheld, conditioned or delayed and, if not so withheld by such assignee or subtenant Tenant in a written notice delivered to remove any such alterations, decorations or installations, to repair the damage and injury to the space so underlet caused by such removal, or to restore such space to its condition immediately prior to such assignment or sublet shall entitle Tenant, after giving Landlord at least within ten (10) days’ Business Days after receipt by Tenant of a written notice from Landlord (which written notice from Landlord shall set forth in bold capital letters the following statement: “IF TENANT FAILS TO RESPOND WITHIN TEN (10) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN, SUBJECT TO THE OTHER PROVISIONS OF THE LEASE, [SUB-SUBLETTING] DESCRIBED HEREIN SHALL BE DEEMED TO BE APPROVED BY TENANT”), then Tenant’s approval of its intention such subletting shall be deemed to do sohave been granted) unless (i) such proposed subtenant shall be an Exempted Tenant, (ii) an Event of Default shall have occurred and be continuing hereunder and (iii) Tenant shall not be in actual physical occupancy (subtenants, licensees and other occupants being specifically excluded hereby) of at least twenty thousand (20,000) RSF of the Premises which is located in the same bank of elevators serving such Sublease Space, (B) Tenant shall have the right to approve any Alterations which Landlord’s subtenant desires to perform with respect to the removalapplicable Sublease Space, repair and/or restoration which should provided that (i) such approval right was a material term in the applicable Offer Notice and (ii) no Event of Default shall have been performed by occurred and be continuing hereunder and (C) in the event that the Offer Notice relating to such assignee Partial Term Subletting provides that Tenant intends to market (x) the entire space proposed to be subleased as one block of space or subtenant(y) a minimum amount of RSF of such space, and Landlord shall reimburse Tenant for the reasonable out of pocket third party costs incurred as designated by Tenant in performing such removalOffer Notice, repair and/or restorationthen (notwithstanding the provisions of Section 14.4(c) hereof) the Sublease Space shall consist of the entire block of space proposed to be subleased or such minimum amount of RSF so designated by Tenant in such Offer Notice (provided that if Tenant delivers an Offer Notice with respect to a Partial Term Subletting that provides that Tenant intends to market (x) the entire space proposed to be subleased as one block of space or (y) a minimum amount of RSF of such space, as designated by Tenant in such Offer Notice, and Tenant thereafter intends to market such space in different portions, then Tenant shall be required to reoffer such portions to Landlord under this Section 14.4, subject to the provisions hereof).

LANDLORD’S RIGHT TO UNDERLET. Subject to the provisions of Section 13.13, upon Upon receipt of any Offer NoticeNotice in which Tenant proposes to sublet all or any part of the Premises, Landlord shall have the option with respect to each such Offer Notice, exercisable by notice from Landlord to Tenant given in writing within thirty (i) within fifteen (1530) days after receipt of such Offer Notice, if such Offer Notice is made pursuant to Section 13.2.1 above, or (ii) within thirty (30) days, if such Offer Notice is made pursuant to Section 13.2.2 above, to underlet from Tenant the space which Tenant so desires to sublet, for the term for which Tenant desires to sublet it and for a rent equal to the lower of: (i) the net effective rent for which Tenant proposes to sublet such space taking into consideration all economic terms and transaction costs set forth in the Offer Notice and otherwise in connection with such proposed sublease such as, but not limited to, free rent, work allowances and brokerage commissions; or (ii) the rent which Tenant by the terms of this Lease is required to pay for the rentable area of the space so to be sublet, such underlease to be upon the covenants, agreements, terms, provisions and conditions contained in this Lease except as hereinafter provided and except for such thereof which are irrelevant or inapplicable. Without inapplicable and, without limiting the generality of the foregoing, it is hereby expressly agreed that: (a) such underlease to Landlord shall give the undertenant the unqualified and unrestricted right, without Tenant’s permission, (x) to assign such underlease or any interest therein and/or to underlet from time to time the space covered by such underlease or any parts of such spacespace for any purpose, or purposes that the undertenant, in the undertenant’s uncontrolled discretion, shall deem suitable or appropriate, except that Landlord agrees that any such underlease will not be assigned except simultaneously with an assignment of Landlord’s interest under this Lease so that at all times the Landlord under this Lease and the undertenant under said underlease shall be the same person, corporation or other entity, and each assignor of such underlease shall thereafter be released of all obligations under such underlease, and (y) to make any and all changes, alterations and improvements in the space covered by such underlease deemed desirable by the undertenant, and which were either set forth as a condition of the Offer Notice or as to which Tenant shall have given its approval, such approval not to be unreasonably withheld or delayed; (b) such underlease shall provide that (x) any assignee or subtenant of the undertenant may, at the election of the undertenant, be permitted to make alterations, decorations and installations in such space or any part thereof, and (y) any such alterations, decorations and installations therein made by any assignee or subtenant of the undertenant may be removed, or left, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such underlease provided that such assignee or subtenant, at its expense, shall repair the damage and injury to such space so underlet caused by such removal and any assignee or subtenant shall restore such space to its condition immediately prior to such assignment or sublet; provided, however, that unless such alterations, decorations or installations were either set forth as a condition of the Offer Notice or as to which Tenant shall have given its approval, such assignee or subtenant shall, at its expense, remove any such alterations, decorations or installations and shall repair the damage and injury to the space so underlet caused by such removal, and any assignee or subtenant shall restore such space to its condition immediately prior to such assignment or sublet; (c) such underlease shall also provide that the parties to such underlease expressly negate any intention that any estate created under such underlease be merged with any other estate held by either of said parties; (d) Tenant shall and will at all times at its expense provide and permit an appropriate and lawful means of ingress and egress from such space so underlet by Tenant to Landlord, such means of ingress or egress to be specified by Tenant in the Offer Notice with respect to such space; (e) Landlord, at Tenant’s expense if specified in the Offer Notice (but otherwise at Landlord’s expense), may make such Alterations as may be required or deemed necessary by Landlord physically to separate the underleased space from the balance of the Premises and to comply with all laws and requirements of public authorities relating to such separation; provided, however, that any such Alterations shall be undertaken at Landlord’s expense in the event that the Offer Notice provided that the proposed subtenant would be obligated to pay such expenses; (f) the occupant or occupants of all or any part or parts of such space shall, in common with Tenant, have the use of toilet and other common facilities on the floor on which such space is located; (g) any default (after at the expiration of such underlease, Tenant shall accept the space covered thereby in its then existing condition provided that Landlord shall have performed Landlord’s obligations to keep and maintain such space in good order and condition except for ordinary wear and tear (and further provided that in the event of Landlord’s failure to perform any applicable notice, grace of such obligations Tenant shall have no right to terminate this Lease either in whole or cure periodas to such part of the space covered by the underlease); and (h) no default by Landlord in the payment of rent under such underlease or by anyone claiming through such underlease shall entitle Tenant be deemed to constitute a corresponding offset against the payment of rent due default under this Lease; , nor shall Tenant be liable for any default under this Lease or be deemed to be in default hereunder if such default is occasioned or arises from any act or omission by anyone claiming through such underlease. If Landlord fails to respond within thirty (h30) any failure by such assignee or subtenant days after Tenant’s submittal of Tenant’s Offer Notice, Tenant may provide Landlord with an additional notice which shall set forth in bold capital letters the following statement: “IF LANDLORD FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN TENANT SHALL BE ENTITLED TO SUBLET THE PREMISES OR ASSIGN THE LEASE IN ACCORDANCE WITH THE TERMS OF THAT CERTAIN OFFER SUBMITTED TO LANDLORD ON [ENTER DATE]”. If Landlord fails to remove any such alterations, decorations or installations, to repair the damage and injury to the space so underlet caused by such removal, or to restore such space to its condition immediately prior respond to such assignment or sublet shall entitle Tenantnotice within five (5) Business Days after receipt by Landlord, after giving Landlord at least ten (10) days’ notice of its intention to do so, to perform the removal, repair and/or restoration which should have been performed by such assignee or subtenant, and then Landlord shall reimburse Tenant for the reasonable out of pocket third party costs incurred by Tenant in performing be deemed to have waived its rights under this Section 13.3 with respect to such removal, repair and/or restorationOffer Notice.