Common use of Terrace Clause in Contracts

Terrace. Section 41.1. So long as such use is in compliance with all applicable Requirements, and subject to Landlord’s rights under this Lease, Tenant shall, throughout the Term, have (i) the exclusive use of that portion of the terrace outside the Penthouse Space and located on the southerly side of the Building in the area delineated on Schedule O-1 annexed hereto (the “South Terrace”), subject to (x) the rights of Landlord to access the South Terrace from time to time, upon prior notice to Tenant, in connection with Landlord’s marketing of the Building or of space within the Building, and (y) Landlord’s Event Rights (as hereinafter defined), and (ii) the exclusive use of that portion of the terrace outside the Penthouse Space located on the northerly side of the Building in the area delineated on Schedule O-2 annexed hereto (the “North Terrace”; together with the South Terrace, the “Terrace”) subject to the rights of Landlord to access the South Terrace from time to time, upon prior notice to Tenant, in connection with Landlord’s marketing of the Building or of space within the Building, as an outdoor seating and reception area for the officers, employees and business invitees of Tenant (or other permitted parties) in the ordinary course of Tenant’s business and in accordance with the terms and provisions of this Lease. The Terrace shall not be included in the rentable square footage of the Premises, and Tenant shall not be required to pay Fixed Rent or Escalation Rent for Tenant’s use of the Terrace. Accordingly, Tenant shall not be entitled to an abatement of, or credit against, Fixed Rent or Escalation Rent for any condition affecting the Terrace (such as, by way of example only, a casualty to the Terrace or Tenant’s inability to access the Terrace). Any window washing rig on the roof or Terrace are to be installed and stored so as not to interfere with Tenant’s furniture and use of the Terrace. As used herein, the term “Landlord’s Event Rights” shall mean the right of Landlord and its designees (which may include other tenants or occupants of the Building) to access the South Terrace for up to five (5) events per calendar year, provided that: (i) with respect to each such event, Landlord shall provide at least two (2) weeks’ prior notice to Tenant that Landlord (for itself or its designee(s)) desires to use the South Terrace for an event, specifying the date and time and type of such event and (ii) such event shall be scheduled to occur after 6:00PM on a Business Day or on a day other than a Business Day. Landlord shall clean the South Terrace and repair any damage caused by such access and use after any such event at Landlord’s sole cost. Promptly after receipt of a notice from Landlord exercising Landlord’s Event Rights, Tenant shall confirm in writing to Landlord that the South Terrace is available for Landlord’s use on the scheduled date and time, the parties agreeing that the only reason for which Tenant may inform Landlord that the South Terrace is not available is if Tenant shall have scheduled its own event which would directly conflict with the date and time of Landlord’s event on the South Terrace prior to the date Tenant shall have received Landlord’s notice of exercise of Landlord’s Event Rights. Upon request by Landlord, Tenant shall provide Landlord with reasonable documentation evidencing such conflict and make reasonable efforts to work with Landlord and any other parties scheduled to use the South Terrace during such time to agree upon an alternate timing agreeable to all parties so as to alleviate such conflict.

Terrace. Section 41.1. So long as such (a) Tenant shall have the right to exclusively use is in compliance accordance with all applicable Requirements, and subject to Landlord’s rights under this Lease, Tenant shall, throughout Legal Requirements the Term, have (i) the exclusive use of that portion of the terrace outside the Penthouse Space and setback located on the southerly side 4th floor of the Building in the area delineated and shown on Schedule O-1 Exhibit I annexed hereto (the “South Terrace”). There shall be no charge to Tenant (other than as set forth in this Section 34.01) for the rights granted under this Article 34. Tenant, at Tenant’s expense, may construct a roof deck on the Terrace and make such other Alterations thereto as Tenant may desire, including, without limitation, adding an additional entry point, subject to the approval of Ground Lessor (xto the extent required under the Ground Lease) the rights of Landlord to access the South Terrace from time to time, upon prior notice to Tenant, in connection with and Landlord’s marketing of the Building or of space within the Building, and (y) Landlord’s Event Rights (as hereinafter defined), and (ii) the exclusive use of that portion of the terrace outside the Penthouse Space located on the northerly side of the Building in the area delineated on Schedule O-2 annexed hereto (the “North Terrace”; together with the South Terrace, the “Terrace”) subject to the rights of Landlord to access the South Terrace from time to time, upon prior notice to Tenant, in connection with Landlord’s marketing of the Building or of space within the Building, as an outdoor seating and reception area for the officers, employees and business invitees of Tenant (or other permitted parties) in the ordinary course of Tenant’s business and approval in accordance with Article 14 above and the terms and other applicable provisions of this Lease. The air intake and exhaust ducts on the Terrace shall not be included relocated in connection with the rentable square footage construction of the Premises, such roof deck and Tenant shall not be required to pay Fixed Rent or Escalation Rent for Tenant’s use of the Terrace. AccordinglyTerrace in accordance with the provisions of this Article 34 and Tenant’s installations on, Tenant and use of, the Terrace shall not interfere with the air flow requirements of such ducts. (b) Use of the Terrace shall be entitled subject to an abatement ofthe reasonable rules and regulations promulgated by Landlord from time to time in accordance with the provisions of Article 13 above. (c) All furniture, furnishings, or credit against, Fixed Rent or Escalation Rent for any condition affecting related installations on the Terrace shall be subject to the approval of Landlord, such approval not to be unreasonably withheld, conditioned or delayed (it being agreed that Landlord may, among other things, consider the height of such asfurniture, by way furnishings or related installations in determining whether to grant such approval) (and the approval of example onlyGround Lessor, to the extent required under the Ground Lease). All such furniture, furnishings, or related installations shall be installed in such a casualty manner so that they are securely affixed to the Terrace to the extent required by any applicable Legal Requirements or insurance requirements and such manner of installation shall be subject to Landlord’s approval, not to be unreasonably withheld, conditioned or delayed. (d) Smoking is prohibited at all times throughout the Terrace. (e) Alcoholic beverages may be served or consumed in the Terrace; provided, that (i) such use of alcoholic beverages shall not violate any certificate of occupancy for the Building, (ii) such use of alcoholic beverages shall not interfere with or disturb other tenants or occupants of the Building beyond a de minimis extent, (iii) such use of alcoholic beverages is in accordance with all applicable Legal Requirements and Tenant shall have obtained one or more liquor licenses with respect thereto to the extent required by applicable Legal Requirements, and (iv) Landlord shall have no liability in connection therewith, except to the extent deriving from the negligence or willful misconduct of a Landlord Party. (f) Tenant may only use the Terrace for uses incidental to Tenant’s inability or any permitted subtenant’s ordinary conduct of business in the Premises as permitted by this Lease and in all events for purposes and in a manner consistent with the character of the Building as a first class office building in downtown Manhattan and comparable terrace space in first class office buildings in downtown Manhattan with due regard to access the Terrace). Any window washing rig on fact that activities conducted thereon will be visible to other tenants in the roof or Building. (g) Tenant shall indemnify Landlord and maintain insurance with respect to Tenant’s usage of the Terrace are to be installed and stored so as not to interfere in accordance with Tenant’s furniture obligations under Articles 12 and use 26 of this Lease as if the Terrace were part of the Terrace. As used herein, Premises during the term “period of Tenant’s usage thereof. (h) Tenant shall be responsible for all Persons (other than Landlord and Landlord’s Event Rights” agents, employees and contractors) using the Terrace by, through or under Tenant. (i) Use of the Terrace by any Tenant Party shall mean in no way interfere with or disturb the right operation or maintenance of Landlord the Building or the other tenants and its designees occupants of the Building or their use and occupancy thereof, in each case beyond a de minimis extent; (which may include j) Tenant shall take all necessary steps to minimize noise emanating from the Terrace to portions of the Building that are not leased by Tenant, and in no event shall Tenant permit music (live or recorded) or other amplified sounds to be played, performed or made on or from the Terrace that interferes with other tenants or occupants of the Building; (k) Landlord, at Tenant’s expense, shall promptly repair all damage to access the South Terrace for up to five (5) events per calendar year, provided that: (i) with respect Terrace and other portions of the Building in either case caused by Tenant’s or any other Tenant Party’s use of the Terrace, including, without limitation, moving and removing materials, supplies and other property to each such event, Landlord shall provide at least two (2) weeks’ prior notice to Tenant that Landlord (for itself or its designee(s)) desires to use and from the South Terrace for an event, specifying the date and time and type of such event and (ii) the roof membrane of the Terrace, provided that in each case, Landlord’s charges to Tenant therefor are commercially reasonable. Tenant shall pay to Landlord, within 30 days after delivery by Landlord to Tenant of an invoice therefor (together with reasonable supporting documentation for the charges set forth therein, if available) all costs and expenses reasonably incurred by Landlord in connection with such event repair. (l) Tenant, at Tenant’s expense, shall be scheduled clean and maintain the Terrace in a manner consistent with the character of the Building as a first class office building in downtown Manhattan. Landlord makes no representations or warranties whatsoever as to occur after 6:00PM on a Business Day the permissibility of the use of the Terrace under applicable Legal Requirements or on a day the suitability of the Terrace for any particular use thereof other than a Business Day. Landlord shall clean that, as of the South Terrace and repair any damage caused by such access and use after any such event at Landlord’s sole cost. Promptly after receipt date of a notice from Landlord exercising Landlord’s Event Rights, Tenant shall confirm in writing to Landlord that the South Terrace is available for Landlord’s use on the scheduled date and timethis Lease, the parties agreeing that use of the only reason for which Tenant may inform Landlord that the South Terrace as contemplated in this Article 34 is not available is if Tenant shall have scheduled its own event which would directly conflict permitted in accordance with the date and time of Landlord’s event on the South Terrace prior to the date Tenant shall have received Landlord’s notice of exercise of Landlord’s Event Rights. Upon request by Landlord, Tenant shall provide Landlord with reasonable documentation evidencing such conflict and make reasonable efforts to work with Landlord and any other parties scheduled to use the South Terrace during such time to agree upon an alternate timing agreeable to all parties so as to alleviate such conflictapplicable Legal Requirements.

Terrace. Section 41.1. So long 38.01 Landlord hereby grants Tenant a revocable (as such use is in compliance hereinafter provided) license running with all applicable Requirementsthe Lease and continuing through the Term of the Lease, and subject to Landlord’s rights under during the term of this Lease, Tenant shall, throughout to use the Term, have terraces (i) the exclusive use of that portion of the terrace outside the Penthouse Space and located on the southerly side of the Building in the area delineated on Schedule O-1 annexed hereto (the “South Terrace”), subject to (x) the rights of Landlord to access the South Terrace from time to time, upon prior notice to Tenant, in connection with Landlord’s marketing of the Building or of space within the Building, and (y) Landlord’s Event Rights (as hereinafter defined), and (ii) the exclusive use of that portion of the terrace outside the Penthouse Space located on the northerly side of the Building in the area delineated on Schedule O-2 annexed hereto (the “North Terrace”; together with the South Terracecollectively, the “Terrace”) outside the 22nd and 24th floors of the Building; provided however, that Landlord may revoke such license in the event either: (i) Tenant’s use of the Terrace is prohibited by law or other legal requirement, or (ii) Tenant defaults under any of its obligations set forth in this Article 38 and such default continues for more than three (3) business days after notice of such default to Tenantand there is no way to comply with such law to construe to law to continue to allow such use. Section 38.02 Tenant’s use of the Terrace is expressly subject to the rights following terms and conditions: (a) Tenant represents that its use of the Terrace will at all times comply with all laws, ordinances, codes, rules or regulations of any governmental authority; provided, Tenant shall have no obligation to repair, alter or improve the Terrace unless such obligation shall arise out of the negligence of Tenant. (b) Tenant acknowledges that its use of the Terrace is at Tenant’s sole risk and Tenant acknowledges that Landlord shall not provide any security or patrol such Terrace in any way whatsoever; (c) Tenant agrees not to access move, or install or locate any property whatsoever on the South Terrace without Landlord’s prior written consent which may not be unreasonably withheld or denied in Landlord’s reasonable discretiondelayed. Any such property on the Terrace shall be at Tenant’s sole risk. Tenant further agrees not to place persons or property on the Terrace in excess of the authorized weight permitted on such Terrace as may be determined in the reasonable discretion of Landlord’s engineer per the Certificate of Occupancy or Building loads from time to time, upon prior notice ; (d) Tenant covenants that the door leading to Tenant, the Terrace shall at all times be kept closed and Tenant covenants that the use of such Terrace will in connection no way interfere with Landlord’s marketing the proper functioning of the Building or heating, ventilating and air conditioning systems of space within the Building, as an outdoor seating and reception area for the officers, employees and business invitees of Tenant ; (or other permitted partiese) in the ordinary course of Tenant’s business and in accordance with the terms and provisions of this Lease. The Terrace shall not be included in the rentable square footage of the Premises, and Landlord acknowledges that Tenant shall not be required to pay Fixed Rent remove snow or Escalation Rent ice from the Terrace; provided however, that Tenant is not permitted to use such Terrace in inclement weather or when snow or ice are accumulated thereon; (f) Tenant shall be responsible for the cleaning of the Terrace and for the proper removal of any items advertently or inadvertently left on the Terrace by Tenant; (g) Landlord shall be responsible for the repair and maintenance of the Terrace and adjoining areas, subject to Landlord’s rights of access under this Lease (but not repairs caused by the negligence or actions of Tenant or Tenant’s agents); (h) Tenant agrees to properly safeguard and secure the Terrace and all items and materials thereon and to at all times prevent any persons or property from falling from the Terrace; and (i) Tenant covenants Tenant will not store any materials whatsoever on the Terrace, or alter or improve the Terrace in any way, or drop or throw any matter whatsoever from the Terrace. (j) Tenant agrees that its indemnification obligations under Section 5.01(k) of this Lease shall apply to Tenant’s use of the Terrace. Accordingly, Tenant shall not be entitled obtain an endorsement to an abatement of, or credit against, Fixed Rent or Escalation Rent for any condition affecting the Terrace (such as, by way of example only, a casualty to the Terrace or Tenant’s inability to access the Terrace). Any window washing rig on the roof or Terrace are its commercial general liability insurance if required to be installed and stored so as not maintained pursuant to interfere with this Lease specifically covering Tenant’s furniture and 's use of the Terrace. As used herein, the term “Landlord’s Event Rights” shall mean the right of Landlord and its designees (which may include other tenants or occupants of the Building) to access the South Terrace for up to five (5) events per calendar year, provided that: (i) with respect to each such event, Landlord shall provide at least two (2) weeks’ prior notice to Tenant that Landlord (for itself or its designee(s)) desires to use the South Terrace for an event, specifying the date and time and type of such event and (ii) such event shall be scheduled to occur after 6:00PM on a Business Day or on a day other than a Business Day. Landlord shall clean the South Terrace and repair any damage caused by such access and use after any such event at Landlord’s sole cost. Promptly after receipt of a notice from Landlord exercising Landlord’s Event Rights, Tenant shall confirm in writing to Landlord that the South Terrace is available for Landlord’s use on the scheduled date and time, the parties agreeing that the only reason for which Tenant may inform Landlord that the South Terrace is not available is if Tenant shall have scheduled its own event which would directly conflict with the date and time of Landlord’s event on the South Terrace prior to the date Tenant shall have received Landlord’s notice of exercise of Landlord’s Event Rights. Upon request by Landlord, Tenant shall provide Landlord with reasonable documentation evidencing such conflict and make reasonable efforts to work with Landlord and any other parties scheduled to use the South Terrace during such time to agree upon an alternate timing agreeable to all parties so as to alleviate such conflict.

Terrace. Section 41.1. So long as such use is Tenant shall have the right to use, on a non-exclusive basis and in compliance common with all applicable Requirementsothers, and subject to Landlord’s rights under this Lease, Tenant shall, throughout the Term, have (i) the exclusive use of that portion of the furnished terrace outside the Penthouse Space and located on the southerly side fourth (4th) floor of the Building in the area delineated on Schedule O-1 annexed hereto (the “South Terrace”), subject to (x) the rights of Landlord to access the South Terrace from time to time, upon prior notice to Tenant, in connection with Landlord’s marketing of the Building or of space within the Building, and (y) Landlord’s Event Rights (as hereinafter defined), and (ii) the exclusive use of that portion of the terrace outside the Penthouse Space located on the northerly side of the Building in the area delineated on Schedule O-2 annexed hereto (the “North Terrace”; together with the South Terrace, the “Terrace”) subject to Tenant abiding by such rules and regulations as Landlord shall from time to time impose, which Terrace shall, for purposes of this Lease, be deemed to be Common Areas. Landlord shall provide to Tenant free access to wireless internet on the rights Terrace. Tenant may use the Terrace after hours subject to approval from the Landlord and may be charged a fee in connection with such use. (a) The Terrace shall be used by Tenant in a manner consistent with a first-class office project containing terraces, on the terms and conditions set forth herein. Tenant shall not make any improvements or alterations to the Terrace, nor shall Tenant be permitted to install or place on the Terrace any furniture, fixtures, plants or other items of any kind whatsoever. Tenant shall not be permitted to display any graphics, signs or insignias or similar such items on the Terrace. Landlord shall have the right to temporarily close, or limit access to, the South Terrace from time to time, upon prior notice to Tenant, time in connection with LandlordTerrace or Building repairs and/or for other reasonable purposes. (b) Tenant acknowledges and agrees that (i) Tenant shall be responsible for supervising and controlling access to the Terrace by Tenant’s marketing employees, officers, directors, shareholders, agents, representatives, contractors and/or invitees (the “Terrace Users”); (ii) Landlord is not responsible for supervising and controlling access to the Terrace; and (iii) Tenant assumes the risk for any loss, claim, damage or liability arising out of the Building use or misuse of space within the Building, as an outdoor seating and reception area for the officers, employees and business invitees of Tenant (or other permitted parties) in the ordinary course of Terrace by Tenant’s business and in accordance with the terms and provisions of this Lease. The Terrace shall not be included in the rentable square footage of the PremisesUsers, and Tenant shall not be required releases and discharges Landlord from and against any such losses, claim, damage or liability. Tenant further agrees to pay Fixed Rent indemnify, defend and hold Landlord and Landlord’s Representatives harmless from and against any and all losses and claims relating to or Escalation Rent for arising out of the use or misuse of the Terrace by Tenant or Tenant’s use Terrace Users. (c) Tenant further acknowledges and agrees that other tenants’ Terrace Users may or shall have access to the Terrace and that Landlord shall have no liability or responsibility to monitor the use, or manner of use, thereof by Tenant’s or any other tenants’ Terrace Users. Notwithstanding the Terrace. Accordinglyforegoing, Tenant shall not be entitled to an abatement of, or credit against, Fixed Rent or Escalation Rent for any condition affecting the Terrace (such as, by way of example only, a casualty to the Terrace or Tenant’s inability to access the Terrace). Any window washing rig on the roof or Terrace are to be installed and stored so as not to interfere with Tenant’s furniture and use of the Terrace. As used herein, the term “Landlord’s Event Rights” shall mean the right of Landlord and its designees (which may include other tenants or occupants of the Building) to access the South Terrace for up to five (5) events per calendar year, provided that: (i) with respect to each such event, Landlord shall provide at least two (2) weeks’ prior notice to Tenant that Landlord (for itself or its designee(s)) desires to use the South Terrace for an event, specifying the date and time and type of such event and (ii) such event shall be scheduled to occur after 6:00PM all times cooperate on a Business Day or on a day commercially reasonable basis with any other than a Business Day. Landlord shall clean the South Terrace and repair any damage caused by such access and use after any such event at Landlord’s sole cost. Promptly after receipt of a notice from Landlord exercising Landlord’s Event Rights, Tenant shall confirm Users in writing order to Landlord that the South Terrace is available for Landlord’s use on the scheduled date and time, the parties agreeing that the only reason for which Tenant may inform Landlord that the South Terrace is not available is if Tenant shall have scheduled its own event which would directly avoid conflict with the date and time of Landlord’s event on the South Terrace prior to the date Tenant shall have received Landlord’s notice of exercise of Landlord’s Event Rights. Upon request by Landlord, Tenant shall provide Landlord with reasonable documentation evidencing such conflict and make reasonable efforts to work with Landlord and any other parties scheduled to use the South Terrace during such time to agree upon an alternate timing agreeable to all parties so as to alleviate such conflictusers.