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These excerpts taken from the C 10-K filed Feb 22, 2008. Access; Signage; Name of Building 16.01. Landlord and persons authorized by Landlord shall have the right, upon reasonable advance notice, to enter and/or pass through the Premises at reasonable times to show the Premises to actual and prospective Superior Mortgagees or investors, or prospective purchasers of the Premises, provided Landlord shall use reasonable efforts to minimize any interference with Tenants business operations and shall be accompanied by a designated representative of Tenant if Tenant shall have made such representative available. Notwithstanding the foregoing, Landlord acknowledges that Tenant may, from time to time, have certain security or confidentiality requirements such that portions of the Premises shall be locked and/or inaccessible to persons unauthorized by Tenant and such areas will not be made available to Landlord except in the case of an emergency. 16.02. During the period of thirty-six (36) months prior to the Expiration Date, Landlord and persons authorized by Landlord may exhibit the Premises to prospective tenants at reasonable times. Landlord shall give Tenant reasonable prior notice of any entry pursuant to this Section 16.02 and shall use reasonable efforts to minimize any interference with Tenants business operations and use of the Premises and shall be accompanied by a designated representative of Tenant if Tenant shall have made such representative available to Landlord. Notwithstanding the foregoing, Landlord acknowledges that Tenant may, from time to time, have certain security or confidentiality requirements such that portions of the Premises shall be locked and/or inaccessible to persons unauthorized by Tenant and such areas will not be made available to Landlord except in the case of an emergency. 16.03. Tenant may operate the Premises on a twenty-four (24) hour-per-day, seven (7) day-per-week basis. 16.04. Throughout the Term, Tenant shall control, and shall have all rights to, any and all signs, banners, flags, monuments, kiosks or other means whatsoever of identifying any party, including, without limitation, any occupant or owner of any portion of the Building placed in, on or about the Building and/or the Real Property. Landlord shall promptly execute and deliver any documents as may be required for Tenant to exercise the rights set forth in this Section 16.04, and Tenant shall within thirty (30) days following demand reimburse Landlord for any reasonable out-of-pocket costs incurred by Landlord in connection therewith. Notwithstanding any of the foregoing to the contrary, Landlord, at its sole cost and expense, shall have the right to place a single plaque on the exterior of the Building (not to exceed two (2) feet by two (2) feet) that identifies Landlord (or its Affiliate, including, without limitation, SL Green Realty Corp.) as the owner of the Real Property, the design and location of such plaque shall be subject to the approval of Tenant, such approval not to be unreasonably withheld, conditioned or delayed.
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16.05. Landlord and Tenant hereby acknowledge that the Buildings current designated address is 390 Greenwich Street, New York, New York 10013. Landlord hereby agrees that, during the Term, it shall not name the Building or change the designated address of the Building without the prior written approval of Tenant (which approval may be granted or withheld in Tenants sole discretion). Tenant may, without Landlords consent, name the Building to reflect the name of any Citigroup Tenant and/or its Affiliates (provided such name is not disreputable and would not detract from the reputation of the Building as a Comparable Building) but Tenant may not change the designated address of the Building without the prior written approval of Landlord (which approval may be granted or withheld in Landlords sole discretion). Any dispute as to whether or not a name for the Building selected by Tenant is disreputable may be resolved by expedited arbitration pursuant to Article 37. ARTICLE 17 Access; Signage; Name of Building 16.01. Landlord and persons authorized by Landlord shall have the right, upon reasonable advance notice, to enter and/or pass through the Premises at reasonable times to show the Premises to actual and prospective Superior Mortgagees or investors, or prospective purchasers of the Premises, provided Landlord shall use reasonable efforts to minimize any interference with Tenants business operations and shall be accompanied by a designated representative of Tenant if Tenant shall have made such representative available. Notwithstanding the foregoing, Landlord acknowledges that Tenant may, from time to time, have certain security or confidentiality requirements such that portions of the Premises shall be locked and/or inaccessible to persons unauthorized by Tenant and such areas will not be made available to Landlord except in the case of an emergency. 16.02. During the period of thirty-six (36) months prior to the Expiration Date, Landlord and persons authorized by Landlord may exhibit the Premises to prospective tenants at reasonable times. Landlord shall give Tenant reasonable prior notice of any entry pursuant to this Section 16.02 and shall use reasonable efforts to minimize any interference with Tenants business operations and use of the Premises and shall be accompanied by a designated representative of Tenant if Tenant shall have made such representative available to Landlord. Notwithstanding the foregoing, Landlord acknowledges that Tenant may, from time to time, have certain security or confidentiality requirements such that portions of the Premises shall be locked and/or inaccessible to persons unauthorized by Tenant and such areas will not be made available to Landlord except in the case of an emergency. 16.03. Tenant may operate the Premises on a twenty-four (24) hour-per-day, seven (7) day-per-week basis.
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16.04. Throughout the Term, Tenant shall control, and shall have all rights to, any and all signs, banners, flags, monuments, kiosks or other means whatsoever of identifying any party, including, without limitation, any occupant or owner of any portion of the Building placed in, on or about the Building and/or the Real Property. Landlord shall promptly execute and deliver any documents as may be required for Tenant to exercise the rights set forth in this Section 16.04, and Tenant shall within thirty (30) days following demand reimburse Landlord for any reasonable out-of-pocket costs incurred by Landlord in connection therewith. Notwithstanding any of the foregoing to the contrary, Landlord, at its sole cost and expense, shall have the right to place a single plaque on the exterior of the Building (not to exceed two (2) feet by two (2) feet) that identifies Landlord (or its Affiliate, including, without limitation, SL Green Realty Corp.) as the owner of the Real Property, the design and location of such plaque shall be subject to the approval of Tenant, such approval not to be unreasonably withheld, conditioned or delayed. 16.05. Landlord and Tenant hereby acknowledge that the Buildings current designated address is 388 Greenwich Street, New York, New York 10013. Landlord hereby agrees that, during the Term, it shall not name the Building or change the designated address of the Building without the prior written approval of Tenant (which approval may be granted or withheld in Tenants sole discretion). Tenant may, without Landlords consent, name the Building to reflect the name of any Citigroup Tenant and/or its Affiliates (provided such name is not disreputable and would not detract from the reputation of the Building as a Comparable Building) but Tenant may not change the designated address of the Building without the prior written approval of Landlord (which approval may be granted or withheld in Landlords sole discretion). Any dispute as to whether or not a name for the Building selected by Tenant is disreputable may be resolved by expedited arbitration pursuant to Article 37. ARTICLE 17 Access; Signage; Name of Building 16.01. Landlord and persons authorized by Landlord shall have the right, upon reasonable advance notice, to enter and/or pass through the Premises at reasonable times to show the Premises to actual and prospective Superior Mortgagees or investors, or prospective purchasers of the Premises, and provided Landlord shall use reasonable efforts to minimize any interference with Tenants business operations and shall be accompanied by a designated representative of Tenant if Tenant shall have made such representative available. Notwithstanding the foregoing, Landlord acknowledges that Tenant may, from time to time, have certain security or confidentiality requirements such that portions of the Premises shall be locked and/or inaccessible to persons unauthorized by Tenant and such areas will not be made available to Landlord except in the case of an emergency. 16.02. During the period of fifteen (15) months prior to the Expiration Date, Landlord and persons authorized by Landlord may exhibit the Premises to prospective tenants at reasonable times. Landlord shall give Tenant reasonable prior notice of any entry pursuant to this Section 16.02 and shall use reasonable efforts to minimize any interference with Tenants business operations and use of the Premises and shall be accompanied by a designated representative of Tenant if Tenant shall have made such representative available to Landlord. Notwithstanding the foregoing, Landlord acknowledges that Tenant may, from time to time, have certain security or confidentiality requirements such that portions of the Premises shall be locked and/or inaccessible to persons unauthorized by Tenant and such areas will not be made available to Landlord except in the case of an emergency. 16.03. Tenant shall have access to the Premises on a twenty-four (24) hour-per-day, seven (7) day-per-week basis.
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16.04. Throughout the term of this lease, Tenant shall control, and shall have all rights to, any and all signs, banners, flags, monuments, kiosks or other means whatsoever of identifying any party, including, without limitation, any occupant or owner of any portion of the Building placed in, on or about the Building; provided, that, Tenant shall not change or install any signage on the exterior of the Building, including the Citi signs located on all or any of the four elevations of the roof-top set back on the 52nd floor of the Building, to reflect the name of any entity other than a Citibank Tenant and/or its Affiliates. Landlord shall promptly execute and deliver any documents as may be required for Tenant to exercise the rights set forth in this Section 16.04. 16.05. Landlord and Tenant hereby acknowledge that the Building is currently designated and known as both One Court Square and Citicorp At Court Square. Landlord hereby agrees that it shall not change the name of the Building or the designated address of the Building without the prior written approval of Tenant (which approval may be granted or withheld in Tenants sole discretion). Tenant may, without Landlords consent, change the name of the Building to reflect the name of any Citibank Tenant and/or its Affiliates. Notwithstanding anything to the contrary contained herein, Tenant shall have the right to include in any Extension Election Notice given in accordance with the provisions of Article 36 an election (herein called the Naming Rights Election) to relinquish all of Tenants rights set forth in this Section 16.05 with respect to the naming of the Building or all or any portion (as determined by Tenant) of Tenants rights set forth in Section 16.04 to exterior signage or both of said naming and signage rights (herein as applicable called the Naming Rights) in which event (i) the Naming Rights shall expire and come to an end on the day immediately preceding the commencement date of the Extension Term immediately following the giving of such Extension Election Notice and (ii) the value of the Naming Rights relinquished shall be taken into account in determining the Market Value Rent for such Extension Term in accordance with the provisions of Section 36.06. In the event that Tenant does not exercise the Naming Rights Election, the applicable provisions of Article 36 hereof shall govern. ARTICLE 17 Access; Signage; Name of Building 16.01. Except for the space within the inside surfaces of all walls, hung ceilings, floors, windows and doors bounding the Premises, and, except as otherwise provided in this lease, all of the Building, including, without limitation, exterior and atrium Building walls, core corridor walls and doors and any core corridor entrance, any
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terraces or roofs adjacent to the Premises, and any space in or adjacent to the Premises used for shafts, stacks, pipes, conduits, fan rooms, ducts, electric or other utilities, sinks or other Building facilities, and the use thereof, as well as access thereto through the Premises for the purposes of operation, maintenance, decoration and repair, are reserved to Landlord and persons authorized by Landlord, with respect to portions of the foregoing located outside the Premises. 16.02. Landlord shall have the right, and Tenant shall permit Landlord or Landlords agents or public utilities servicing the Building and persons authorized by Landlord to install, erect, use and maintain pipes, ducts and conduits in and through the Premises; provided that, (a) same are installed within the interior of the walls of the Premises or above Tenants ceiling or, if installed adjacent to the Premises or the ceiling thereof, such installations shall be, at Landlords cost and expense, located in boxed enclosures and appropriately furred, (b) same shall not impair Tenants decorations, layout or use of the Premises or diminish its space (other than a de minimis amount) or reduce its ceiling height and to the extent there is any loss of any rentable square footage, Tenants Fixed Rent obligation, Tenants Share of Operating Expenses and Taxes shall all be proportionately reduced, and (c) in performing such installation work, Landlord shall use reasonable efforts to minimize interference with Tenants use of the Premises without any obligation to employ overtime services unless Tenant requests same and, except as otherwise provided in this Section 16.02, reimburses Landlord for the actual, incremental, reasonable, out-of-pocket costs in connection therewith. Notwithstanding the provisions of this Section 16.02 to the contrary, Landlord shall be required to perform all such work during non-Regular Building Service Hours if the nature of such work is such as to customarily be performed by landlords in Comparable Buildings during non-Regular Building Service Hours (e.g., an electrical shutdown for the repair of a riser). Any damage to the Premises resulting from Landlords exercise of the foregoing right shall be repaired and the Premises restored to its condition prior to such damage promptly by and at the expense of Landlord. 16.03. Landlord and persons authorized by Landlord shall have the right, upon reasonable advance notice, except in cases of emergency, to enter and/or pass through the Premises at reasonable times to examine the same, show the Premises to actual and prospective Superior Mortgagees or investors, or prospective purchasers of the Building and their respective agents and representatives, provided Landlord shall use reasonable efforts to minimize any interference with Tenants business operations and shall be accompanied by a designated representative of Tenant if Tenant shall have made such representative available. In addition, Landlord and persons authorized by Landlord shall have the right, upon reasonable advance notice, except in cases of emergency, to enter and/or pass through the Premises at reasonable times provided Landlord shall use reasonable efforts to minimize any interference with Tenants business operations and shall be accompanied by a designated representative of Tenant if Tenant shall have made such representative available, (a) to make such repairs, alterations, additions and improvements in or to the Premises and/or the Building or its facilities and equipment as
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Landlord or persons authorized by Landlord, is or are required or permitted to make, and (b) to read any utility meters located therein. Landlord and such authorized persons shall be allowed to take all materials into and upon the Premises that may reasonably be required in connection therewith, without any liability to Tenant and without any reduction of Tenants covenants and obligations hereunder except as may be expressly provided to the contrary elsewhere in this lease; provided, however, that to the extent reasonably practicable, Landlord shall not cause or permit such materials to be stored in the Premises overnight. Notwithstanding any provision of this Article 16 to the contrary, Landlord shall be required to perform all repairs, alterations, additions and improvements as referred to in clause (a) above during non-Regular Building Service Hours if the nature of any such repair, alteration, addition or improvement is such as to customarily be performed by landlords in Comparable Buildings during non-Regular Building Service Hours (e.g., an electrical shutdown for the repair of a riser). Notwithstanding any of the foregoing, Landlord acknowledges that Tenant may, from time to time, have certain security or confidentiality requirements such that portions of the Premises shall be locked and/or inaccessible to persons unauthorized by Tenant and such areas will not be made available to Landlord except in the case of an emergency (herein called Secure Areas). 16.04. If at any time any windows of the Premises are either temporarily darkened or obstructed by reason of any repairs, improvements, maintenance and/or cleaning in or about the Building (or permanently darkened or obstructed; provided, however, that Landlord shall not permanently darken or obstruct the windows unless required to do so by law), or if any of such windows are permanently closed, darkened or bricked-up by reason of any construction upon property adjacent to the Real Property by parties other than Landlord or any affiliate of Landlord (but unrelated to the Building) or if any part of the Building, other than the Premises, is temporarily or, if required by law, permanently closed or inoperable, the same shall be without liability to Landlord and without any reduction or diminution of Tenants obligations under this lease unless and except as otherwise expressly provided in this lease. 16.05. During the period of thirty-six (36) months prior to the Expiration Date, Landlord and persons authorized by Landlord may exhibit the Premises to prospective tenants at reasonable times. Landlord shall give Tenant reasonable prior notice of any entry pursuant to this Section 16.05 and shall use reasonable efforts to minimize any interference with Tenants business operations and use of the Premises and shall be accompanied by a designated representative of Tenant if Tenant shall have made such representative available to Landlord. Notwithstanding the foregoing, Landlord acknowledges that Tenant may, from time to time, designate Secure Areas and such areas will not be made available to Landlord except in the case of an emergency. 16.06. Tenant shall have access to the Premises on a twenty-four (24) hour-per-day, seven (7) day-per-week basis subject to Articles 19 and 20 and Force Majeure.
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16.07. Tenant shall have the right, at Tenants sole cost and expense, to install and operate a security system (i) within the Premises, and/or (ii) outside the Premises to the extent expressly provided for in the security protocol attached to this lease as Exhibit N and below in this Section 16.07, and/or (iii) outside the Premises subject to Landlord approval, which approval shall not be unreasonably withheld, conditioned or delayed, in each case as Tenant shall determine (Tenants Security System). Landlord shall not change or modify the Buildings turnstiles or the Building-wide card key security system (as opposed to a dedicated turnstiles for any particular tenant) that is in place as of the commencement date of this lease in such a manner as to make them incompatible with the turnstiles that are dedicated to accessing the Premises. Tenants Security System may include, without limitation (a) the installation of proximity card readers at locations on each floor of the Premises, (b) monitoring of the elevators and/or fire stairs serving the Premises, (c) dedicated lobby desk and turnstiles, and (d) guards and/or surveillance equipment covering the exterior perimeter of the Building. Upon Tenants request, Landlord shall cooperate with Tenant in all reasonable respects to facilitate the use of Tenants Security System and the compatibility and coordination thereof with Landlords current security system and any modification, upgrade or replacement thereof; provided, however, that the cost of such cooperation and coordination, and any equipment required to be installed in connection therewith, shall be at Tenants sole cost and expense. Except with respect to Secure Areas, Tenant shall provide Landlord with a master key and/or a master card key for the Premises. 16.08. So long as the Premises consist of 1,000,000 rentable square feet or more (the Section 16.08 Minimum Leasing Requirement), subject to the provisions of this Section 16.08, Tenant shall control, and shall have all rights to, any and all signs, banners, flags, monuments, kiosks or other means whatsoever of identifying any party, including, without limitation, any occupant or owner of any portion of the Building placed in, on or about the Building and/or the Real Property (collectively, Signage); provided, that, (i) Tenant shall not change or install any signage on the exterior of the Building and/or Real Property (herein collectively called Exterior Signage) other than to reflect the name of any entity that is a Citigroup Tenant and/or its Affiliates, (ii) if at any time the Premises consist of less than 1,250,000 rentable square feet but otherwise the Section 16.08 Minimum Leasing Requirement is satisfied, Tenant shall not change the Exterior Signage, or install any additional Exterior Signage, to reflect the name of any other entity other than Citigroup Global Markets Inc. or Citibank, N.A. or Citigroup or the name by which either of such entities may be known in the future whether as a result of a name change resulting from a merger, reorganization, reorganization, sale of assets or otherwise, including a corporate name change not involving any of the aforementioned transactions (collectively a Citi Name), (iii) if at any time the Section 16.08 Minimum Leasing Requirement is not satisfied, Landlord shall have the right to cause Tenant, at Tenants sole cost and expense, to remove any of its Exterior Signage on the façade of the Building (i.e., as opposed to, for example and without limitation, a monument sign on the exterior of the Building, which Tenant shall have the right to retain), in which case, neither Landlord, Tenant nor any other party (including other occupants of the Building)
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shall have any rights with respect to Exterior Signage on the façade of the Building. Notwithstanding any of the foregoing to the contrary, other tenants (including Tenant) of the Building (x) shall have the right to be listed on any directory in the lobby of the Building and install identifying signage on any Office Floor, or retail space, leased by such tenants, and (y) leasing in excess of 250,000 rentable square feet in the Building (the Leasing Threshold) shall have the right to install signage in the lobby elevator bank servicing such tenants premises; provided that any signage in the lobby of the Building which identifies other tenants or occupants of the Building shall not be larger or more prominent than Tenants lobby signage, except to the extent the rentable square footage of such tenants premises exceeds that of the Premises. For so long as the Section 16.08 Minimum Leasing Requirement is satisfied, the design, font, size, color, materials, finish and manner of installation of any such signage (and any signage referred to in the next sentence) shall be subject to Tenants prior approval, which approval shall not be unreasonably conditioned, withheld or delayed. Notwithstanding anything to the contrary contained herein, (x) if Tenant has Exterior Signage, then any other tenant of the Building that satisfies the Leasing Threshold may also be entitled to Exterior Signage (other than façade signage) identifying such tenant; provided that (i) any such other tenants Exterior Signage shall not be larger or more prominent than Tenants Exterior Signage except to the extent the rentable square footage of such tenants premises exceeds the Premises, and (ii) if Tenants Exterior Signage does not consist of a monument sign, no such other tenant shall be entitled to monument signage. Notwithstanding any of the foregoing to the contrary, Landlord, at its sole cost and expense, shall have the right to place a single plaque on the exterior of the Building (not to exceed two (2) feet by two (2) feet) that identifies Landlord as the owner of the Real Property. The design and location of such plaque shall be subject to the approval of Tenant, such approval not to be unreasonably withheld, conditioned or delayed. Landlord and Tenant shall promptly execute and deliver any documents as may be required in the exercise of the rights set forth in this Section 16.08. 16.09. Landlord and Tenant hereby acknowledge that the Building is currently designated and known as ***[ ]***20 with an address of 388 Greenwich Street, New York, New York. For so long as the Section 16.08 Minimum Leasing Requirement is met, Tenant may, without Landlords consent, change the name of the Building to reflect the name of any Citigroup Tenant and/or its Affiliates (provided such name is not disreputable and would not detract from the reputation of the Building as a Comparable Building), but Tenant may not change the designated address of the Building without the prior written approval of Landlord (which approval may be granted or withheld in Landlords sole discretion); provided, that in the case the Premises consist of less than 1,250,0000 rentable square feet but the Section 16.08 Minimum Leasing Requirement is otherwise satisfied, Tenant may only change the name of the Building to
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reflect a Citi Name. Landlord hereby agrees that, during the Term, Landlord shall not change (nor grant the right to change) the name of the Building or the designated address of the Building without the prior written approval of Tenant (which approval may be granted or withheld in Tenants sole discretion). Any dispute as to whether or not a name for the Building selected by Tenant is disreputable may be resolved by expedited arbitration pursuant to Article 37. ARTICLE 17 Access; Signage; Name of Building 16.01. Except for the space within the inside surfaces of all walls, hung ceilings, floors, windows and doors bounding the Premises, and, except as otherwise provided in this lease, all of the Building, including, without limitation, exterior and atrium Building walls, core corridor walls and doors and any core corridor entrance, any terraces or roofs adjacent to the Premises, and any space in or adjacent to the Premises used for shafts, stacks, pipes, conduits, fan rooms, ducts, electric or other utilities, sinks or other Building facilities, and the use thereof, as well as access thereto through the Premises for the purposes of operation, maintenance, decoration and repair, are reserved to Landlord and persons authorized by Landlord, with respect to portions of the foregoing located outside the Premises. 16.02. Landlord shall have the right, and Tenant shall permit Landlord or Landlords agents or public utilities servicing the Building and persons authorized by Landlord to install, erect, use and maintain pipes, ducts and conduits in and through the Premises; provided that, (a) same are installed within the interior of the walls of the Premises or above Tenants ceiling or, if installed adjacent to the Premises or the ceiling thereof, such installations shall be, at Landlords cost and expense, located in boxed enclosures and appropriately furred, (b) same shall not impair Tenants decorations, layout or use of the Premises or diminish its space (other than a de minimis amount) or reduce its ceiling height and to the extent there is any loss of any rentable square footage, Tenants Fixed Rent obligation, Tenants Share of Operating Expenses and Taxes shall all be proportionately reduced, and (c) in performing such installation work, Landlord shall use reasonable efforts to minimize interference with Tenants use of the Premises without any obligation to employ overtime services unless Tenant requests same and, except as otherwise provided in this Section 16.02, reimburses Landlord for the actual, incremental, reasonable, out-of-pocket costs in connection therewith. Notwithstanding the provisions of this Section 16.02 to the contrary, Landlord shall be required to perform all such work during non-Regular Building Service Hours if the nature of such work is such as to customarily be performed by landlords in Comparable Buildings during non-Regular Building Service Hours (e.g., an electrical shutdown for the repair of a riser). Any damage to the Premises resulting from Landlords exercise of the foregoing right shall be repaired and the Premises restored to its condition prior to such damage promptly by and at the expense of Landlord. 16.03. Landlord and persons authorized by Landlord shall have the right, upon reasonable advance notice, except in cases of emergency, to enter and/or pass
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through the Premises at reasonable times to examine the same, show the Premises to actual and prospective Superior Mortgagees or investors, or prospective purchasers of the Building and their respective agents and representatives, provided Landlord shall use reasonable efforts to minimize any interference with Tenants business operations and shall be accompanied by a designated representative of Tenant if Tenant shall have made such representative available. In addition, Landlord and persons authorized by the Landlord shall have the right, upon reasonable advance notice, except in cases of emergency, to enter and/or pass through the Premises at reasonable times provided the Landlord shall use reasonable efforts to minimize any interference with Tenants business operations and shall be accompanied by a designated representative of Tenant if Tenant shall have made such representative available, (a) to make such repairs, alterations, additions and improvements in or to the Premises and/or the Building or its facilities and equipment as the Landlord or persons authorized by the Landlord, is or are required or permitted to make, and (b) to read any utility meters located therein. The Landlord and such authorized persons shall be allowed to take all materials into and upon the Premises that may reasonably be required in connection therewith, without any liability to Tenant and without any reduction of Tenants covenants and obligations hereunder except as may be expressly provided to the contrary elsewhere in this lease; provided, however, that to the extent reasonably practicable, the Landlord shall not cause or permit such materials to be stored in the Premises overnight. Notwithstanding any provision of this Article 16 to the contrary, the Landlord shall be required to perform all repairs, alterations, additions and improvements as referred to in clause (a) above during non-Regular Building Service Hours if the nature of any such repair, alteration, addition or improvement is such as to customarily be performed by landlords in Comparable Buildings during non-Regular Building Service Hours (e.g., an electrical shutdown for the repair of a riser). Notwithstanding any of the foregoing, Landlord acknowledges that Tenant may, from time to time, have certain security or confidentiality requirements such that portions of the Premises shall be locked and/or inaccessible to persons unauthorized by Tenant and such areas will not be made available to Landlord except in the case of an emergency (herein called Secure Areas). 16.04. If at any time any windows of the Premises are either temporarily darkened or obstructed by reason of any repairs, improvements, maintenance and/or cleaning in or about the Building (or permanently darkened or obstructed; provided, however, that Landlord shall not permanently darken or obstruct the windows unless required to do so by law), or if any of such windows are permanently closed, darkened or bricked-up by reason of any construction upon property adjacent to the Real Property by parties other than Landlord or any affiliate of Landlord (but unrelated to the Building) or if any part of the Building, other than the Premises, is temporarily or, if required by law, permanently closed or inoperable, the same shall be without liability to Landlord and without any reduction or diminution of Tenants obligations under this lease unless and except as otherwise expressly provided in this lease; provided, however, that Tenant shall share equitably in any payment or award made or granted to Landlord in connection therewith.
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16.05. During the period of fifteen (15) months prior to the Expiration Date, Landlord and persons authorized by Landlord may exhibit the Premises to prospective tenants at reasonable times. Landlord shall give Tenant reasonable prior notice of any entry pursuant to this Section 16.05 and shall use reasonable efforts to minimize any interference with Tenants business operations and use of the Premises and shall be accompanied by a designated representative of Tenant if Tenant shall have made such representative available to Landlord. Notwithstanding the foregoing, Landlord acknowledges that Tenant may, from time to time, designate Secure Areas and such areas will not be made available to Landlord except in the case of an emergency. 16.06. Tenant shall have access to the Premises on a twenty-four (24) hour-per-day, seven (7) day-per-week basis. 16.07. Tenant shall have the right, at Tenants sole cost and expense, to install and operate a security system as Tenant shall determine (Tenants Security System). Landlord shall cause its security system to be compatible and coordinated with Tenants Security System. Landlord shall not make any change to Landlords security system which would adversely affect Tenants Security System or which would cause Tenants Security System to no longer be compatible and/or coordinated with Landlords security system. Tenants Security System may include, without limitation (a) the installation of proximity card readers at locations on each floor of the Premises, (b) monitoring of the elevators and/or fire stairs serving the Premises, and (c) guards and/or surveillance equipment covering the exterior perimeter of the Building. Upon Tenants request, Landlord shall cooperate with Tenant in all reasonable respects to facilitate the use of Tenants Security System and the compatibility and coordination thereof with Landlords current security system and any modification, upgrade or replacement thereof (e.g., by combining Tenants proximity cards with any required Building identification); provided, however, that the cost of such cooperation and coordination, and any equipment required to be installed in connection therewith, shall be at Tenants sole cost and expense. Except with respect to Secure Areas, Tenant shall provide Landlord with a master key and/or a master card key for the Premises. 16.08. So long as the Minimum Leasing Requirement is met and subject to the provisions of this Section 16.08, Tenant shall control, and shall have all rights to, any and all signs, banners, flags, monuments, kiosks or other means whatsoever of identifying any party, including, without limitation, any occupant or owner of any portion of the Building placed in, on or about the Building (collectively, Signage); provided, that, (i) Tenant shall not change or install any signage on the exterior of the Building, including the Citi signs located on all or any of the four elevations of the roof-top set back on the 52nd floor of the Building or (herein collectively called Exterior Signage) other than to reflect the name of any entity that is a Citibank Tenant and/or its Affiliates, (ii) if at any time the Premises consist of less than 1,250,000 rentable square feet but more than 250,000 rentable square feet, Tenant shall not change the Exterior Signage, or install any additional Exterior Signage, to reflect the name of any other entity other than
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Citibank, N.A. or Citigroup or the name by which either of such entities may be known in the future whether as a result of a name change resulting from a merger, reorganization, reorganization, sale of assets or otherwise, including a corporate name change not involving any of the aforementioned transactions (collectively a Citi Name), (iii) if at any time the Premises consist of less than 250,000 rentable square feet but more than 150,000 rentable square feet, Landlord shall have the right to cause Tenant, at Tenants sole cost and expense, to remove its Exterior Signage, in which case, subject to Tenants failure to meet the Minimum RSF Requirement, neither Landlord or Tenant shall have any rights with respect to Exterior Signage, and (iv) if at any time the Premises consist of less than 150,000 rentable square feet (the 150,000 rentable square feet threshold is herein called the Minimum RSF Requirement), Landlord shall have all rights with respect to the Exterior Signage subject only to Legal Requirements. Notwithstanding the foregoing, the respective of rights of Landlord and Tenant to install and thereafter maintain (at such respective parties cost and expense (i.e., such cost may not be included in Operating Expenses) signage identifying other tenants of Office Floors in the lobby of the Building shall be fair and equitably determined taking into account the size of the premises (including the Premises) being leased to tenants (including Tenant); it being understood and agreed that in no event shall any signage in the lobby of the Building which identifies other tenants or occupants of the Building be larger or more prominent than Tenants lobby signage, except to the extent the rentable square footage of such tenants premises exceeds that of the Premises. For so long as the Minimum Leasing Requirement is met, the design, font, size, color, materials, finish and manner of installation of any such signage shall be subject to Tenants prior approval, which approval shall not be unreasonably conditioned, withheld or delayed. If at any time the Minimum RSF Requirement is not satisfied, Tenants rights to Signage shall be commensurate with those, if any, of other tenants (of similar credit) leasing comparable space in the Building. Landlord and Tenant shall promptly execute and deliver any documents as may be required in the exercise of the rights set forth in this Section 16.08. 16.09. Landlord and Tenant hereby acknowledge that the Building is currently designated and known as both One Court Square and Citicorp At Court Square. For so long as the Minimum RSF Requirement is met, Landlord hereby agrees that it shall not change the name of the Building or the designated address of the Building without the prior written approval of Tenant (which approval may be granted or withheld in Tenants sole discretion). For so long as the Minimum Leasing Requirement is met, Tenant may, without Landlords consent, change the name of the Building to reflect the name of any Citibank Tenant and/or its Affiliates; provided, that in the case the Premises consist of less than 1,250,0000 rentable square feet, Tenant may only change the name of the Building to reflect a Citi Name. Notwithstanding anything to the contrary contained herein, Tenant shall have the right to include in any Extension Election Notice given in accordance with the provisions of Article 36 an election (herein called the Naming Rights Election) to relinquish all of Tenants rights set forth in this Section 16.09 with respect to the naming of the Building or all or any portion (as determined by Tenant) of Tenants rights to Signage set forth in Section 16.08 or both of said naming rights and
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rights to Signage designated by Tenant (herein as applicable called the Naming Rights), in which event (i) the Naming Rights shall expire and come to an end on the day immediately preceding the commencement date of the Extension Term immediately following the giving of such Extension Election Notice and (ii) the value of the Naming Rights relinquished shall be taken into account in determining the Market Value Rent for such Extension Term in accordance with the provisions of Section 36.06. In the event that Tenant does not exercise the Naming Rights Election, the applicable provisions of Article 36 hereof shall govern. ARTICLE 17 | EXCERPTS ON THIS PAGE:
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