Citigroup (C)

Extension Terms

36.01. (a) For purposes hereof:

the term “First Ten Year Option” shall mean Tenant’s right to extend the term of this lease for an additional term (herein called the “First Extension Term”) of ten (10) years commencing on January 1, 2021 and ending on December 31, 2030;

the term “Second Ten Year Option” shall mean Tenant’s right to extend the term of this lease for an additional term (herein called the “Second Extension Term”) of ten (10) years commencing on January 1, 2031 and ending on December 31, 2040. Tenant shall have the right to exercise the Second Ten Year Option only if Tenant shall have exercised the First Ten Year Option;

the term “Third Ten Year Option” shall mean Tenant’s right to extend the term of this lease for an additional term (herein called the “Third Extension Term”)

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of ten (10) years commencing on January 1, 2041 and ending on December 31, 2050. Tenant shall have the right to exercise the Third Ten Year Option only if Tenant shall have exercised the Second Ten Year Option;

the term “Extension Option” shall mean the First Ten Year Option or the Second Ten Year Option or the Third Ten Year Option, as the case may be;

the term “Extension Term” shall mean the First Extension Term or the Second Extension Term or the Third Extension Term, as the case may be;

the term “388 Renewal Exercise” shall mean that Tenant has exercised its renewal right to extend the term of that certain Lease dated as of the date hereof between Landlord and Tenant for space at 388 Greenwich Street, New York, New York pursuant to the terms thereof, for a term that corresponds with an applicable Extension Term hereunder; it being understood and agreed that Tenant’s right to exercise any Extension Option shall be conditioned upon a 388 Renewal Exercise corresponding to the applicable Extension Term;

the term “Extension Premises” shall mean the entire Premises.

(b) The applicable Extension Option may be exercised only by Tenant giving notice to Landlord to that effect (herein called an “Extension Election Notice”) at least (x) forty (40) months prior to the expiration of the initial term of this lease with respect to the First Extension Term, and (y) thirty six (36) months prior to the expiration of the First Extension Term or Second Extension Term, as the case may be. Time shall be of the essence with respect to the exercise of each Extension Option. Within thirty (30) days after Landlord receives an Extension Election Notice, Landlord shall deliver a notice to Tenant specifying its estimate of the Market Value Rent for the Extension Premises for such Extension Term (herein called a “Rent Notice”). Tenant shall notify Landlord within thirty (30) days after the date that Tenant receives the Rent Notice whether it approves Landlord’s estimate of the Market Value Rent (herein called a “Response Notice”). If Tenant fails to reject such estimate within such thirty (30) day period, Landlord shall have the right to give a second notice to Tenant (herein called a “Landlord’s Notice”), which notice, as a condition to its effectiveness, shall state in bold capital letters that it is a DEEMED REVOCATION NOTICE, and if Tenant fails to reject such estimate within five (5) business days after the giving of the Landlord’s Notice to Tenant, time being of the essence, then Tenant shall be deemed to have sent a Revocation Notice. If Tenant gives a Response Notice that it disapproves of Landlord’s designation of the Market Value Rent, then Landlord and Tenant shall negotiate in good faith for a period of thirty (30) days after the date of the Response Notice to reach agreement on the Market Value Rent. If Landlord and Tenant do not reach agreement on the Market Value Rent within the thirty (30) day period, then Tenant, as its sole options, may either (i) revoke its Extension Election Notice by delivering a “Revocation Notice” (herein so called) to Landlord within ten (10) days after the end of the thirty (30) day negotiation period (herein called the “Revocation Period”), or (ii) deliver an

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“Arbitration Notice“ (herein so called) to Landlord before the end of the Revocation Period, notifying Landlord of its election to submit the determination of Market Value Rent to arbitration in accordance with Section 36.03. If Tenant does not deliver a Revocation Notice or an Arbitration Notice before the end of the Revocation Period, then Tenant shall be deemed to have given a Revocation Notice. If Tenant gives a Revocation Notice before the end of the Revocation Period or is otherwise deemed to have given a Revocation Notice under this Section 36.01(b), Tenant shall be deemed to have rescinded its Extension Election Notice ab initio and Tenant shall have no further rights to extend the term of this lease under this Article 36. Subject to the provisions of this Article 36, upon the giving of an Extension Election Notice the term of this lease shall be extended in accordance with the terms hereof for the applicable Extension Term without the execution of any further instrument. Unless the context shall otherwise require, each Extension Term shall be upon the same terms, covenants and conditions of this lease as shall be in effect immediately prior to such extension, except that:

(A) there shall be no right or option to extend the term of this lease for any period of time beyond the expiration of the Third Extension Term; and

(B) the Fixed Rent for each Extension Term shall be an amount equal to the greater of (x) ninety percent (90%) of the Fixed Rent payable during the Lease Year immediately preceding the subject Extension Term, and (y) ninety-five percent (95%) of the Market Value Rent prevailing at the time of delivery of the applicable Extension Election Notice as determined in accordance with this Article 36.

36.02. The exercise of any of the aforesaid options to extend the term of this lease at a time when any default has occurred and is continuing beyond the expiration of any applicable notice or grace period provided for in this lease, shall, upon written notice by Landlord, be void and of no force and effect unless either (i) Landlord shall elect otherwise or (ii) Tenant disputes Landlord’s determination that the Extension Election Notice is void and of no force or effect and seeks judicial relief within fifteen (15) Business Days after the giving of such notice by Landlord to Tenant, in which event the issue of whether the Extension Election Notice is void and of no force or effect shall be determined by a court of competent jurisdiction. The termination of this lease during the initial term shall also terminate and render void any option or right on Tenant’s part to extend this lease for any Extension Term (and the termination of this lease during a particular Extension Term shall also terminate and render void any option or right on Tenant’s part to extend this lease for any successive Extension Term), whether or not such option or right shall have been exercised. Tenant’s option to extend the term of this lease for the Extension Term may not be severed from this lease or separately sold, assigned or otherwise transferred.

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36.03. (a) If Tenant delivers an Arbitration Notice, then Landlord and Tenant shall negotiate in good faith for a period of thirty (30) days following delivery (or deemed delivery) of the Arbitration Notice to reach agreement on the then prevailing Market Value Rent. If Landlord and Tenant do not reach agreement on the then prevailing Market Value Rent within said thirty (30) day period, then either Tenant or Landlord may initiate the arbitration process (the party initiating such process being herein referred to as the “Initiating Party”) provided for herein by designating its arbitrator in a subsequent notice to the other party (herein called the “Responding Party”) (which notice shall specify the name and address of the person designated to act as an arbitrator on its behalf) given to the Responding Party within thirty (30) days following the expiration of said thirty (30) day negotiation period. Within ten (10) Business Days after the Responding Party’s receipt of notice of the designation of the Initiating Party’s arbitrator, the Responding Party shall give notice to the Initiating Party specifying the name and address of the person designated to act as an arbitrator on its behalf. If the Responding Party fails to notify the Initiating Party of the appointment of its arbitrator within the time above specified, then the Initiating Party shall provide an additional notice to the Responding Party requiring the Responding Party’s appointment of an arbitrator within five (5) Business Days after the Responding Party’s receipt thereof. If the Responding Party fails to notify the Initiating Party of the appointment of its arbitrator within the time specified by the second notice, the appointment of the second arbitrator shall be made in the same manner as hereinafter provided for the appointment of a third arbitrator in a case where the two arbitrators appointed hereunder and the parties are unable to agree upon such appointment. The two arbitrators so chosen shall meet within ten (10) Business Days after the second arbitrator is appointed, and shall exchange sealed envelopes each containing such arbitrator’s written determination of an amount equal to the Market Value Rent for the Extension Premises then prevailing at the time of the exchange for the applicable Extension Term. The Market Value Rent specified by Landlord’s arbitrator shall herein be called “Landlord’s Submitted Value” and the Market Value Rent specified by Tenant’s arbitrator shall herein be called “Tenant’s Submitted Value”. Neither Landlord nor Landlord’s arbitrator shall be bound by nor shall any reference be made to the determination of the Market Value Rent for the Extension Premises for the applicable Extension Term which was furnished by Landlord in the Rent Notice. Neither Tenant nor Tenant’s arbitrator shall be bound by nor shall any reference be made to the determination of the Market Value Rent for the Extension Premises for the applicable Extension Term which was furnished by Tenant in response to the Rent Notice. Copies of such written determinations shall promptly be sent to both Landlord and Tenant. Any failure of either such arbitrator to meet and exchange such determinations shall be acceptance of the other party’s arbitrator’s determination as the Market Value Rent, if, and only if, such failure persists for three (3) days after notice to the party for whom such arbitrator is acting, and provided that such three (3) day period shall be extended by reason of any applicable condition of Force Majeure Causes. If the higher determination of Market Value Rent is not more than one hundred two percent (102%) of the lower determination of the Market Value Rent, then the Market Value Rent shall be deemed to be the average of the two

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determinations. If, however, the higher determination is more than one hundred two percent (102%) of the lower determination, then within five (5) days of the date the arbitrators submitted their respective Market Value Rent determinations, the two arbitrators shall together appoint a third arbitrator. In the event of their being unable to agree upon such appointment within said five (5) day period, the third arbitrator shall be selected by the parties themselves if they can agree thereon within a further period of five (5) days. If the parties do not so agree, then either party, on behalf of both and on notice to the other, may request such appointment by the American Arbitration Association (or any successor organization thereto) in accordance with its rules then prevailing or if the American Arbitration Association (or such successor organization) shall fail to appoint said third arbitrator within fifteen (15) days after such request is made, then either party may apply, on notice to the other, to the Supreme Court, New York County, New York (or any other court having jurisdiction and exercising functions similar to those now exercised by said Court) for the appointment of such third arbitrator. Within five (5) days after the appointment of such third arbitrator, Landlord’s arbitrator shall submit Landlord’s Submitted Value to such third arbitrator and Tenant’s arbitrator shall submit Tenant’s Submitted Value to such third arbitrator. Such third arbitrator shall, within thirty (30) days after the end of such five (5) day period, select either Landlord’s Submitted Value or Tenant’s Submitted Value the Market Value Rent of the Premises during the applicable Extension Term and send copies of his or her determination promptly to both Landlord and Tenant specifying whether Landlord’s Submitted Value or Tenant’s Submitted Value shall be the Market Value Rent of the Extension Premises during the applicable Extension Term, subject to adjustment to ninety-five percent (95%) of the Market Value Rent pursuant to Section 36.01(b)(B).

(b) Each party shall have a right to present evidence to the arbitrators, produce witnesses or experts to be heard by the arbitrators, and provide such other information that may be relevant in connection with the arbitration. The decision of the first and second arbitrator or the third arbitrator, as the case may be, shall be conclusively binding upon the parties, and judgment upon the decision may be entered in any court having jurisdiction.

(c) Each party shall pay the fees and expenses of the one of the two original arbitrators appointed by or for such party, and the fees and expenses of the third arbitrator and all other expenses (not including the attorneys’ fees, witness fees and similar expenses of the parties which shall be borne separately by each of the parties) of the arbitration shall be borne by the parties equally.

(d) The third arbitrator, if any, selected as herein provided shall have been actively engaged for a period of at least ten (10) years experience in the leasing or renting of office space in Comparable Buildings before the date of his or her appointment as arbitrator. Impartiality shall not be required for arbitrators selected by Landlord or Tenant but shall be required for any third party arbitrator.

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36.04. For purpose for this Article 36, the determination of “Market Value Rent” shall be based on the rent on a per rentable square foot basis then being paid by tenants to landlords for comparable space on comparable terms in Comparable Buildings taking into account all relevant factors, including any step up in rents over leases of comparable terms, a then standard tenant inducement package of free rent and tenant improvement allowance, and the fact that Tenant will be paying its pro rata share of Operating Expenses and Taxes on a net basis (as opposed to its pro rata share of increases in Operating Expenses and Taxes over a base year). Upon commencement of the applicable Extension Term, Landlord shall provide Tenant with such a tenant inducement package comparable to those given by landlords of Comparable Buildings, but taking into account the size of the Premises, which inducement package shall be payable to Tenant, at Landlord’s option, in kind, in cash or with a rent credit upon the commencement of the applicable Extension Term; provided, that, if paid in cash, Tenant shall not be required to invest same in the Premises.

ARTICLE 37

Extension Terms

36.01. (a) For purposes hereof:

the term “First Five Year Option” shall mean Tenant’s right to extend the term of this lease for an additional term (herein called the “First Extension Term”) of five (5) years commencing on May 12, 2020 and ending on May 11, 2025;

the term “Second Five Year Option” shall mean Tenant’s right to extend the term of this lease for an additional term (herein called the “Second Extension Term”) of five (5) years commencing on May 12, 2025 and ending on May 11, 2030. Tenant shall have the right to exercise the Second Five Year Option only if Tenant shall have exercised the First Five Year Option;

the term “Third Five Year Option” shall mean Tenant’s right to extend the term of this lease for an additional term (herein called the “Third Extension Term”) of five (5) years commencing on May 12, 2030 and ending on May 11, 2035. Tenant shall have the right to exercise the Third Five Year Option only if Tenant shall have exercised the Second Five Year Option;

the term “Fourth Five Year Option” shall mean Tenant’s right to extend the term of this lease for an additional term (herein called the “Fourth Extension Term”) of five (5) years commencing on May 12, 2035 and ending on May 11, 2040. Tenant shall have the right to exercise the Fourth Five Year Option only if Tenant shall have exercised the Third Five Year Option;

the term “Fifth Five Year Option” shall mean Tenant’s right to extend the term of this lease for an additional term (herein called the “Fifth Extension Term”) of five (5) years commencing on May 12, 2040 and ending on May 11, 2045. Tenant shall have the right to exercise the Fifth Five Year Option only if Tenant shall have exercised the Fourth Five Year Option;

the term “Extension Option” shall mean the First Five Year Option or the Second Five Year Option or the Third Five Year Option or the Fourth Five Year Option or the Fifth Five Year Option, as the case may be;

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the term “Extension Term” shall mean the First Extension Term or the Second Extension Term or the Third Extension Term or the Fourth Extension Term or the Fifth Extension Term, as the case may be;

the term “Extension Premises” shall mean that portion of the Premises selected by Tenant and designated in the Extension Election Notice; provided, however, that Tenant only shall have the right to designate as the Extension Premises either:

(i) so long as Tenant has not exercised the Insurance Election, the entire Premises demised by this lease as of the date on which Tenant gives the applicable Extension Election Notice (the “Option One Extension Premises”); or

(ii) a portion of the Premises demised by this lease as of the date on which Tenant gives the applicable Extension Election Notice, containing not less than three (3) full contiguous Office Floors on or above the 6^th floor of the Building, plus, if Tenant elects in Tenant’s sole discretion, all or any portion of the (w) retail space and/or storage space located in the Lobby and/or Sub-concourse, (x) Mechanical Areas, (y) rooftop areas of the Building, and (z) the 3^rd floor and/or 4^th floor and/or 50^th floor of the Building, whether or not the same shall be contiguous to any other portion of such Extension Premises (the “Option Two Extension Premises”); or

(iii) all or any portion of the Premises comprising retail space and/or storage space located in the lobby and/or concourse areas of the Building as shown on Exhibit B-2 and Exhibit B-3 annexed to the Amended and Restated Lease (the “Option Three Extension Premises”).

Any Extension Election Notice which fails to designate as the Extension Premises one of the three options set forth in the immediately preceding sentence shall be deemed to constitute a designation of the Option One Extension Premises.

(b) The applicable Extension Option may be exercised only by Tenant giving notice to Landlord to that effect (herein called an “Extension Election Notice”) at least fifteen (15) months prior to the expiration of the initial term of this lease or the then Extension Term, as the case may be. Time shall be of the essence with respect to the exercise of each Extension Option. Within fifteen (15) days after Landlord receives an Extension Election Notice, Landlord shall deliver a notice to Tenant specifying its estimate of ninety-five percent (95%) of the Market Value Rent for the Extension Premises for such Extension Term (herein called a “Rent Notice”); provided, that, notwithstanding the foregoing, Landlord may elect to deliver a Rent Notice at any time prior to the date that is three hundred fifty (350) days prior to the expiration of the initial term of this lease or the then Extension Term, as the case may be, without regard to when Landlord actually received the Extension Election Notice. Tenant shall notify Landlord within thirty (30) days after the date that Tenant receives the Rent Notice

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whether it approves Landlord’s estimate of ninety-five percent (95%) of the Market Value Rent (herein called a “Response Notice”). If Tenant fails to reject such estimate within such thirty (30) day period, Landlord shall have the right to give a second notice to Tenant (herein called a “Landlord’s Notice”), which notice, as a condition to its effectiveness, shall state in bold capital letters that it is a DEEMED REVOCATION NOTICE, and if Tenant fails to reject such estimate within five (5) business days after the giving of the Landlord’s Notice to Tenant, time being of the essence, then Tenant shall be deemed to have sent a Revocation Notice. If Tenant gives a Response Notice that it disapproves of Landlord’s designation of ninety-five percent (95%) of the Market Value Rent, then Landlord and Tenant shall negotiate in good faith for a period of thirty (30) days after the date of the Response Notice to reach agreement on ninety-five percent (95%) of the Market Value Rent. If Landlord and Tenant do not reach agreement on ninety-five percent (95%) of the Market Value Rent within the thirty (30) day period, then Tenant, as its sole options, may either (i) revoke its Extension Election Notice by delivering a “Revocation Notice” (herein so called) to Landlord within ten (10) days after the end of the thirty (30) day negotiation period (herein called the “Revocation Period”), or (ii) deliver an “Arbitration Notice” (herein so called) to Landlord before the end of the Revocation Period, notifying Landlord of its election to submit the determination of Market Value Rent to arbitration in accordance with Section 36.03. If Tenant does not deliver a Revocation Notice or an Arbitration Notice before the end of the Revocation Period, then Tenant shall be deemed to have given a Revocation Notice. If Tenant gives a Revocation Notice before the end of the Revocation Period or is otherwise deemed to have given a Revocation Notice, then Tenant shall have the option to either (i) rescind its exercise of the applicable Extension Option ab initio, in which case Tenant shall have no further rights to extend the term of this lease under this Article 36, (herein called “Option 1”) or (ii) extend the term of this lease one (1) time for a period of up to eighteen (18) months in six month multiples (i.e., Tenant may elect to extend the term for six (6), twelve (12) or eighteen (18) months), under the same terms as this lease, except that the Fixed Rent for the period so elected by Tenant shall be at the lower of (x) the Market Value Rent set forth in the Rent Notice (but in no event less than the Fixed Rent per square foot that was payable during the last month of the term of this lease or as of the end of then expiring Extension Term, as applicable (the “Escalated Rent”)), or (y) 105% of the Escalated Rent (herein called “Option 2”), and Tenant shall have no further rights under this Article 36. If Tenant gives a Revocation Notice before or is otherwise deemed to have given a Revocation Notice under this Section 36.01(b) and has failed within ten (10) days of its receipt of Landlord’s Notice to either (i) elect Option 1 or Option 2, or (ii) in the case Tenant elects Option 2, specify a period for which Tenant desires to extend the term of this lease, then in either such case, Tenant shall be deemed to have rescinded its Extension Election Notice ab initio and Tenant shall have no further rights to extend the term of this lease under this Article 36. Subject to the provisions of this Article 36, upon the giving of an Extension Election Notice the term of this lease shall be extended in accordance with the terms hereof for the applicable Extension Term without the execution of any further instrument. Unless the context shall otherwise require, and except as hereinafter set forth with respect to an extension of the

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term of this lease with respect to less than the entire Premises, each Extension Term shall be upon the same terms, covenants and conditions of this lease as shall be in effect immediately prior to such extension, except that:

(A) there shall be no right or option to extend the term of this lease for any period of time beyond the expiration of the Fifth Extension Term;

(B) the Fixed Rent for each Extension Term shall be an amount equal to ninety-five percent (95%) of the then Market Value Rent as determined in accordance with this Article 36; and

(C) Tenant shall not be entitled to any abatement of Fixed Rent or Additional Charges or any work allowance, and Landlord shall not be obligated to perform any work to prepare the Extension Premises for Tenant’s occupancy during the applicable Extension Term.

Notwithstanding anything to the contrary contained herein, and in recognition of the fact that many of the terms and conditions of this lease may not be appropriate with respect to a tenancy for less than the entire Premises and Landlord and Tenant would wish to make appropriate amendments or modifications to such terms and conditions, if Tenant designates as the Extension Premises less than the entire Premises, then this lease shall automatically, without further action or execution by the parties, be deemed to be restated and amended as of the commencement date of the applicable Extension Term to reflect all of the terms and conditions set forth in the form of Amended and Restated Lease annexed hereto as Exhibit J, modified only to (i) complete, in accordance with the terms hereof, those items left blank by necessity on said Exhibit J, such as the description of the Extension Premises, Tenant’s Share and the amount of Fixed Rent, and (ii) reflect that Tenant will pay increases in Operating Expenses and Taxes over a base year (i.e., as opposed to paying same on a net basis). Upon the request of either party, Landlord and Tenant shall sign and deliver the Amended and Restated Lease annexed hereto, with the completion of items as aforesaid; provided, however, that without limiting the remedies available to either party for the other party’s failure or refusal to so sign and deliver said Amended and Restated Lease, such failure by either party shall not in any way affect the aforesaid automatic restatement and amendment of this lease.

36.02. The exercise of any of the aforesaid options to extend the term of this lease at a time when any default has occurred and is continuing beyond the expiration of any applicable notice or grace period provided for in this lease, shall, upon written notice by Landlord, be void and of no force and effect unless either (i) Landlord shall elect otherwise or (ii) Tenant disputes Landlord’s determination that the Extension Election Notice is void and of no force or effect and seeks judicial relief within fifteen (15) Business Days after the giving of such notice by Landlord to Tenant, in which event the issue of whether the Extension Election Notice is void and of no force or effect shall

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be determined by a court of competent jurisdiction. The termination of this lease during the initial term shall also terminate and render void any option or right on Tenant’s part to extend this lease for any Extension Term (and the termination of this lease during a particular Extension Term shall also terminate and render void any option or right on Tenant’s part to extend this lease for any successive Extension Term), whether or not such option or right shall have been exercised. Tenant’s option to extend the term of this lease for the Extension Term may not be severed from this lease or separately sold, assigned or otherwise transferred.

36.03. (a) If Tenant delivered an Arbitration Notice, then Landlord and Tenant shall negotiate in good faith for a period of thirty (30) days prior to the commencement of the applicable Extension Term to reach agreement on ninety-five percent (95%) of the Market Value Rent. If Landlord and Tenant do not reach agreement on ninety-five percent (95%) of the Market Value Rent within said thirty (30) day period, then either Tenant or Landlord may initiate the arbitration process (the party initiating such process being herein referred to as the “Initiating Party”) provided for herein by designating its arbitrator in a subsequent notice to the other party (herein called the “Responding Party”) (which notice shall specify the name and address of the person designated to act as an arbitrator on its behalf) given to the Responding Party within thirty (30) days following the commencement of the applicable Extension Term. Within ten (10) Business Days after the Responding Party’s receipt of notice of the designation of the Initiating Party’s arbitrator, the Responding Party shall give notice to the Initiating Party specifying the name and address of the person designated to act as an arbitrator on its behalf. If the Responding Party fails to notify the Initiating Party of the appointment of its arbitrator within the time above specified, then the Initiating Party shall provide an additional notice to the Responding Party requiring the Responding Party’s appointment of an arbitrator within five (5) Business Days after the Responding Party’s receipt thereof. If the Responding Party fails to notify the Initiating Party of the appointment of its arbitrator within the time specified by the second notice, the appointment of the second arbitrator shall be made in the same manner as hereinafter provided for the appointment of a third arbitrator in a case where the two arbitrators appointed hereunder and the parties are unable to agree upon such appointment. The two arbitrators so chosen shall meet within ten (10) Business Days after the second arbitrator is appointed, and shall exchange sealed envelopes each containing such arbitrator’s written determination of an amount equal to ninety-five percent (95%) of the Market Value Rent for the Extension Premises during the applicable Extension Term. Ninety-five percent (95%) of the Market Value Rent specified by Landlord’s arbitrator shall herein be called “Landlord’s Submitted Value” and ninety-five percent (95%) of the Market Value Rent specified by Tenant’s arbitrator shall herein be called “Tenant’s Submitted Value”. Neither Landlord nor Landlord’s arbitrator shall be bound by nor shall any reference be made to the determination of ninety-five percent (95%) of the Market Value Rent for the Extension Premises during the applicable Extension Term which was furnished by Landlord in the Rent Notice. Neither Tenant nor Tenant’s arbitrator shall be bound by nor shall any reference be made to the determination of ninety-five percent (95%) of the

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Market Value Rent for the Extension Premises during the applicable Extension Term which was furnished by Tenant in response to the Rent Notice. Copies of such written determinations shall promptly be sent to both Landlord and Tenant. Any failure of either such arbitrator to meet and exchange such determinations shall be acceptance of the other party’s arbitrator’s determination as ninety-five percent (95%) of the Market Value Rent, if, and only if, such failure persists for three (3) days after notice to the party for whom such arbitrator is acting, and provided that such three (3) day period shall be extended by reason of any applicable condition of Force Majeure Causes. If the higher determination of ninety-five percent (95%) of Market Value Rent is not more than one hundred two percent (102%) of the lower determination of ninety-five percent (95%) of the Market Value Rent, then ninety-five percent (95%) of the Market Value Rent shall be deemed to be the average of the two determinations. If, however, the higher determination is more than one hundred two percent (102%) of the lower determination, then within five (5) days of the date the arbitrators submitted their respective Market Value Rent determinations, the two arbitrators shall together appoint a third arbitrator. In the event of their being unable to agree upon such appointment within said five (5) day period, the third arbitrator shall be selected by the parties themselves if they can agree thereon within a further period of five (5) days. If the parties do not so agree, then either party, on behalf of both and on notice to the other, may request such appointment by the American Arbitration Association (or any successor organization thereto) in accordance with its rules then prevailing or if the American Arbitration Association (or such successor organization) shall fail to appoint said third arbitrator within fifteen (15) days after such request is made, then either party may apply, on notice to the other, to the Supreme Court, New York County, New York (or any other court having jurisdiction and exercising functions similar to those now exercised by said Court) for the appointment of such third arbitrator. Within five (5) days after the appointment of such third arbitrator, Landlord’s arbitrator shall submit Landlord’s Submitted Value to such third arbitrator and Tenant’s arbitrator shall submit Tenant’s Submitted Value to such third arbitrator. Such third arbitrator shall, within thirty (30) days after the end of such five (5) day period, select either Landlord’s Submitted Value or Tenant’s Submitted Value as ninety-five percent (95%) of the Market Value Rent of the Premises during the applicable Extension Term and send copies of his or her determination promptly to both Landlord and Tenant specifying whether Landlord’s Submitted Value or Tenant’s Submitted Value shall be ninety-five percent (95%) of the Market Value Rent of the Extension Premises during the applicable Extension Term.

(b) Each party shall have a right to present evidence to the arbitrators, produce witnesses or experts to be heard by the arbitrators, and provide such other information that may be relevant in connection with the arbitration. The decision of the first and second arbitrator or the third arbitrator, as the case may be, shall be conclusively binding upon the parties, and judgment upon the decision may be entered in any court having jurisdiction.

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(c) Each party shall pay the fees and expenses of the one of the two original arbitrators appointed by or for such party, and the fees and expenses of the third arbitrator and all other expenses (not including the attorneys’ fees, witness fees and similar expenses of the parties which shall be borne separately by each of the parties) of the arbitration shall be borne by the parties equally.

(d) Each of the arbitrators selected as herein provided shall have at least ten (10) years experience in the leasing or renting of office space in Comparable Buildings.

(e) In the event the aforesaid arbitration process is initiated, then as of the commencement date of the applicable Extension Term, Tenant shall pay the amount equal to the average of Landlord’s Submitted Value and Tenant’s Submitted Value and when the determination has actually been made, an appropriate retroactive adjustment shall be made as of the commencement date of applicable Extension Term. Overpayments shall be paid by Landlord to Tenant and underpayments shall be paid by Tenant to Landlord promptly after such determination, in both cases, together with interest thereon at the Base Rate.

36.04. For purpose for this Article 36, the determination of “Market Value Rent” shall take into account all relevant factors and shall be based upon the rents that an unaffiliated third party would be willing to pay to Landlord to a term comparable to the applicable Extension Term for the applicable Extension Premises on all of the same terms and conditions which the Extension Premises will be leased to Tenant pursuant to the terms of this Article 36, including, without limitation, the provisions of the Amended and Restated Lease provided that Tenant’s shall pay its proportionate share of increases in Taxes and Operating Expenses over a base year (i.e., as opposed to paying same on a net basis).

36.05. In the event that Tenant exercises any Extension Option with respect to less than the entire Premises then demised by this lease in accordance with the applicable provisions hereof, then effective as of the Expiration Date of the initial term of this lease or the applicable Extension Term, as the case may be, the provisions of this lease governing the respective rights and obligations of Landlord and Tenant as of the expiration of the term of this lease (including, without limitation, the provisions of Article 21 and Article 34 shall apply with full force and effect to the portion of the Premises that has been omitted by Tenant from the Extension Premises.

36.06. In the event that Tenant designates as the Extension Premises less than the entire Premises, then, prior to the commencement date of the applicable Extension Term, Landlord shall, at its cost, perform the Submetering Work, and Tenant shall perform the Demising Work but only to the extent Tenant would have otherwise been required to do pursuant to Section 4.02(b).

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ARTICLE 37

Extension Terms

36.01. (a) For purposes hereof:

the term “First Five Year Option” shall mean Tenant’s right to extend the term of this lease for an additional term (herein called the “First Extension Term”) of five (5) years commencing on May 12, 2020 and ending on May 11, 2025;

the term “Second Five Year Option” shall mean Tenant’s right to extend the term of this lease for an additional term (herein called the “Second Extension Term”) of five (5) years commencing on May 12, 2025 and ending on May 11, 2030. Tenant shall have the right to exercise the Second Five Year Option only if Tenant shall have exercised the First Five Year Option;

the term “Third Five Year Option” shall mean Tenant’s right to extend the term of this lease for an additional term (herein called the “Third Extension Term”) of five (5) years commencing on May 12, 2030 and ending on May 11, 2035. Tenant shall have the right to exercise the Third Five Year Option only if Tenant shall have exercised the Second Five Year Option;

the term “Fourth Five Year Option” shall mean Tenant’s right to extend the term of this lease for an additional term (herein called the “Fourth Extension Term”) of five (5) years commencing on May 12, 2035 and ending on May 11, 2040. Tenant shall have the right to exercise the Fourth Five Year Option only if Tenant shall have exercised the Third Five Year Option;

the term “Fifth Five Year Option” shall mean Tenant’s right to extend the term of this lease for an additional term (herein called the “Fifth Extension Term”)

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of five (5) years commencing on May 12, 2040 and ending on May 11, 2045. Tenant shall have the right to exercise the Fifth Five Year Option only if Tenant shall have exercised the Fourth Five Year Option;

the term “Extension Option” shall mean the First Five Year Option or the Second Five Year Option or the Third Five Year Option or the Fourth Five Year Option or the Fifth Five Year Option, as the case may be;

the term “Extension Term” shall mean the First Extension Term or the Second Extension Term or the Third Extension Term or the Fourth Extension Term or the Fifth Extension Term, as the case may be;

the term “Extension Premises” shall mean that portion of the Premises selected by Tenant and designated in the Extension Election Notice; provided, however, that Tenant only shall have the right to designate as the Extension Premises either:

(i) the entire Premises demised by this lease as of the date on which Tenant gives the applicable Extension Election Notice (the “Option One Extension Premises”); or

(ii) a portion of the Premises demised by this lease as of the date on which Tenant gives the applicable Extension Election Notice, containing not less than three (3) full contiguous Office Floors on or above the 6^th floor of the Building, plus, if Tenant elects in Tenant’s sole discretion, all or any portion of the (w) retail space and/or storage space located in the lobby and/or concourse of the Building, (x) Retained Common Areas, (y) Mechanical Rooftop Areas, and (z) the 3^rd floor and/or 4^th floor and/or 50^th floor of the Building, whether or not the same shall be contiguous to any other portion of such Extension Premises (the “Option Two Extension Premises”); or

(iii) all or any portion of the Premises comprising retail space and/or storage space and located in the lobby and/or concourse areas of the Building as shown on Exhibit B-2 and Exhibit B-3 attached hereto (the “Option Three Extension Premises”).

Any Extension Election Notice which fails to designate as the Extension Premises one of the three options set forth in the immediately preceding sentence shall be deemed to constitute a designation of the Option One Extension Premises.

(b) The applicable Extension Option may be exercised only by Tenant giving notice to Landlord to that effect (herein called an “Extension Election Notice”) at least fifteen (15) months prior to the expiration of the initial term of this lease or the then Extension Term, as the case may be. Time shall be of the essence with respect to the exercise of each Extension Option. Within fifteen (15) days after Landlord receives an Extension Election Notice, Landlord shall deliver a notice to Tenant

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specifying its estimate of ninety-five percent (95%) of the Market Value Rent for the Extension Premises for such Extension Term (herein called a “Rent Notice”); provided, that, notwithstanding the foregoing, Landlord may elect to deliver a Rent Notice at any time prior to the date that is three hundred fifty (350) days prior to the expiration of the initial term of this lease or the then Extension Term, as the case may be, without regard to when Landlord actually received the Extension Election Notice. Tenant shall notify Landlord within thirty (30) days after the date that Tenant receives the Rent Notice whether it approves Landlord’s estimate of ninety-five percent (95%) of the Market Value Rent (herein called a “Response Notice”). If Tenant fails to reject such estimate within such thirty (30) day period, Landlord shall have the right to give a second notice to Tenant (herein called a “Landlord’s Notice”), which notice, as a condition to its effectiveness, shall state in bold capital letters that it is a DEEMED REVOCATION NOTICE, and if Tenant fails to reject such estimate within five (5) business days after the giving of the Landlord’s Notice to Tenant, time being of the essence, then Tenant shall be deemed to have sent a Revocation Notice. If Tenant gives a Response Notice that it disapproves of Landlord’s designation of ninety-five percent (95%) of the Market Value Rent, then Landlord and Tenant shall negotiate in good faith for a period of thirty (30) days after the date of the Response Notice to reach agreement on ninety-five percent (95%) of the Market Value Rent. If Landlord and Tenant do not reach agreement on ninety-five percent (95%) of the Market Value Rent within the thirty (30) day period, then Tenant, as its sole options, may either (i) revoke its Extension Election Notice by delivering a “Revocation Notice” (herein so called) to Landlord within ten (10) days after the end of the thirty (30) day negotiation period (herein called the “Revocation Period”), or (ii) deliver an “Arbitration Notice” (herein so called) to Landlord before the end of the Revocation Period, notifying Landlord of its election to submit the determination of Market Value Rent to arbitration in accordance with Section 36.03. If Tenant does not deliver a Revocation Notice or an Arbitration Notice before the end of the Revocation Period, then Tenant shall be deemed to have given a Revocation Notice. If Tenant gives a Revocation Notice before the end of the Revocation Period or is otherwise deemed to have given a Revocation Notice, then Tenant shall have the option to either (i) rescind its exercise of the applicable Extension Option ab initio, in which case Tenant shall have no further rights to extend the term of this lease under this Article 36, (herein called “Option 1”) or (ii) extend the term of this lease one (1) time for a period of up to eighteen (18) months in six month multiples (i.e., Tenant may elect to extend the term for six (6), twelve (12) or eighteen (18) months), under the same terms as this lease, except that the Fixed Rent for the period so elected by Tenant shall be at the lower of (x) the Market Value Rent set forth in the Rent Notice (but in no event less than the Fixed Rent per square foot that was payable during the last month of the term of this lease or as of the end of then expiring Extension Term, as applicable (the “Escalated Rent”)), or (y) 105% of the Escalated Rent (herein called “Option 2”), and Tenant shall have no further rights under this Article 36. If Tenant gives a Revocation Notice before or is otherwise deemed to have given a Revocation Notice under this Section 36.01(b) and has failed within ten (10) days of its receipt of Landlord’s Notice to either (i) elect Option 1 or Option 2, or (ii) in the case Tenant elects Option 2, specify a period for which

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Tenant desires to extend the term of this lease, then in either such case, Tenant shall be deemed to have rescinded its Extension Election Notice ab initio and Tenant shall have no further rights to extend the term of this lease under this Article 36. Subject to the provisions of this Article 36, upon the giving of an Extension Election Notice the term of this lease shall be extended in accordance with the terms hereof for the applicable Extension Term without the execution of any further instrument. Unless the context shall otherwise require, and except as hereinafter set forth with respect to an extension of the term of this lease with respect to less than the entire Premises, each Extension Term shall be upon the same terms, covenants and conditions of this lease as shall be in effect immediately prior to such extension, except that:

(A) there shall be no right or option to extend the term of this lease for any period of time beyond the expiration of the Fifth Extension Term;

(B) the Fixed Rent for each Extension Term shall be an amount equal to ninety-five percent (95%) of the then Market Value Rent as determined in accordance with this Article 36;

(C) if Tenant designates as the Extension Premises less than the entire Premises then demised by this lease, Tenant’s Share shall be reduced to represent a fraction, the numerator of which is the number of rentable square feet in the Extension Premises and the denominator of which shall be 1,401,609;

(D) Article 3 of this lease shall be modified so that Tenant’s obligation with respect to Operating Expenses and Taxes shall be limited to Tenant’s Share of the increases in such amounts over a base year that corresponds to the applicable Extension Term (e.g., with respect to the First Extension Term the base year for Operating Expenses would be calendar year 2020 and the base year for taxes would be the New York City fiscal tax year commencing July 1, 2020 and ending June 30, 2021);

(E) Tenant’s Chilled Water Allocation and Tenant’s Condenser Water Allocation shall be proportionately reduced; and

(F) Tenant shall not be entitled to any abatement of Fixed Rent or Additional Charges or any work allowance, and Landlord shall not be obligated to perform any work to prepare the Extension Premises for Tenant’s occupancy during the applicable Extension Term.

36.02. The exercise of any of the aforesaid options to extend the term of this lease at a time when any default has occurred and is continuing beyond the expiration of any applicable notice or grace period provided for in this lease, shall, upon written notice by Landlord, be void and of no force and effect unless either (i) Landlord shall

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elect otherwise or (ii) Tenant disputes Landlord’s determination that the Extension Election Notice is void and of no force or effect and seeks judicial relief within fifteen (15) Business Days after the giving of such notice by Landlord to Tenant, in which event the issue of whether the Extension Election Notice is void and of no force or effect shall be determined by a court of competent jurisdiction. The termination of this lease during the initial term shall also terminate and render void any option or right on Tenant’s part to extend this lease for any Extension Term (and the termination of this lease during a particular Extension Term shall also terminate and render void any option or right on Tenant’s part to extend this lease for any successive Extension Term), whether or not such option or right shall have been exercised. Tenant’s option to extend the term of this lease for the Extension Term may not be severed from this lease or separately sold, assigned or otherwise transferred.

36.03. (a) If Tenant delivered an Arbitration Notice, then Landlord and Tenant shall negotiate in good faith for a period of thirty (30) days prior to the commencement of the applicable Extension Term to reach agreement on ninety-five percent (95%) of the Market Value Rent. If Landlord and Tenant do not reach agreement on ninety-five percent (95%) of the Market Value Rent within said thirty (30) day period, then either Tenant or Landlord may initiate the arbitration process (the party initiating such process being herein referred to as the “Initiating Party”) provided for herein by designating its arbitrator in a subsequent notice to the other party (herein called the “Responding Party”) (which notice shall specify the name and address of the person designated to act as an arbitrator on its behalf) given to the Responding Party within thirty (30) days following the commencement of the applicable Extension Term. Within ten (10) Business Days after the Responding Party’s receipt of notice of the designation of the Initiating Party’s arbitrator, the Responding Party shall give notice to the Initiating Party specifying the name and address of the person designated to act as an arbitrator on its behalf. If the Responding Party fails to notify the Initiating Party of the appointment of its arbitrator within the time above specified, then the Initiating Party shall provide an additional notice to the Responding Party requiring the Responding Party’s appointment of an arbitrator within five (5) Business Days after the Responding Party’s receipt thereof. If the Responding Party fails to notify the Initiating Party of the appointment of its arbitrator within the time specified by the second notice, the appointment of the second arbitrator shall be made in the same manner as hereinafter provided for the appointment of a third arbitrator in a case where the two arbitrators appointed hereunder and the parties are unable to agree upon such appointment. The two arbitrators so chosen shall meet within ten (10) Business Days after the second arbitrator is appointed, and shall exchange sealed envelopes each containing such arbitrator’s written determination of an amount equal to ninety-five percent (95%) of the Market Value Rent for the Extension Premises during the applicable Extension Term. Ninety-five percent (95%) of the Market Value Rent specified by Landlord’s arbitrator shall herein be called “Landlord’s Submitted Value” and ninety-five percent (95%) of the Market Value Rent specified by Tenant’s arbitrator shall herein be called “Tenant’s Submitted Value”. Neither Landlord nor Landlord’s arbitrator shall be bound by nor shall any reference be

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made to the determination of ninety-five percent (95%) of the Market Value Rent for the Extension Premises during the applicable Extension Term which was furnished by Landlord in the Rent Notice. Neither Tenant nor Tenant’s arbitrator shall be bound by nor shall any reference be made to the determination of ninety-five percent (95%) of the Market Value Rent for the Extension Premises during the applicable Extension Term which was furnished by Tenant in response to the Rent Notice. Copies of such written determinations shall promptly be sent to both Landlord and Tenant. Any failure of either such arbitrator to meet and exchange such determinations shall be acceptance of the other party’s arbitrator’s determination as ninety-five percent (95%) of the Market Value Rent, if, and only if, such failure persists for three (3) days after notice to the party for whom such arbitrator is acting, and provided that such three (3) day period shall be extended by reason of any applicable condition of Force Majeure Causes. If the higher determination of ninety-five percent (95%) of Market Value Rent is not more than one hundred two percent (102%) of the lower determination of ninety-five percent (95%) of the Market Value Rent, then ninety-five percent (95%) of the Market Value Rent shall be deemed to be the average of the two determinations. If, however, the higher determination is more than one hundred two percent (102%) of the lower determination, then within five (5) days of the date the arbitrators submitted their respective Market Value Rent determinations, the two arbitrators shall together appoint a third arbitrator. In the event of their being unable to agree upon such appointment within said five (5) day period, the third arbitrator shall be selected by the parties themselves if they can agree thereon within a further period of five (5) days. If the parties do not so agree, then either party, on behalf of both and on notice to the other, may request such appointment by the American Arbitration Association (or any successor organization thereto) in accordance with its rules then prevailing or if the American Arbitration Association (or such successor organization) shall fail to appoint said third arbitrator within fifteen (15) days after such request is made, then either party may apply, on notice to the other, to the Supreme Court, New York County, New York (or any other court having jurisdiction and exercising functions similar to those now exercised by said Court) for the appointment of such third arbitrator. Within five (5) days after the appointment of such third arbitrator, Landlord’s arbitrator shall submit Landlord’s Submitted Value to such third arbitrator and Tenant’s arbitrator shall submit Tenant’s Submitted Value to such third arbitrator. Such third arbitrator shall, within thirty (30) days after the end of such five (5) day period, select either Landlord’s Submitted Value or Tenant’s Submitted Value as ninety-five percent (95%) of the Market Value Rent of the Premises during the applicable Extension Term and send copies of his or her determination promptly to both Landlord and Tenant specifying whether Landlord’s Submitted Value or Tenant’s Submitted Value shall be ninety-five percent (95%) of the Market Value Rent of the Extension Premises during the applicable Extension Term.

(b) Each party shall have a right to present evidence to the arbitrators, produce witnesses or experts to be heard by the arbitrators, and provide such other information that may be relevant in connection with the arbitration. The decision of the first and second arbitrator or the third arbitrator, as the case may be, shall be

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conclusively binding upon the parties, and judgment upon the decision may be entered in any court having jurisdiction.

(c) Each party shall pay the fees and expenses of the one of the two original arbitrators appointed by or for such party, and the fees and expenses of the third arbitrator and all other expenses (not including the attorneys’ fees, witness fees and similar expenses of the parties which shall be borne separately by each of the parties) of the arbitration shall be borne by the parties equally.

(d) Each of the arbitrators selected as herein provided shall have at least ten (10) years experience in the leasing or renting of office space in Comparable Buildings.

(e) In the event the aforesaid arbitration process is initiated, then as of the commencement date of the applicable Extension Term, Tenant shall pay the amount equal to the average of Landlord’s Submitted Value and Tenant’s Submitted Value and when the determination has actually been made, an appropriate retroactive adjustment shall be made as of the commencement date of applicable Extension Term. Overpayments shall be paid by Landlord to Tenant and underpayments shall be paid by Tenant to Landlord promptly after such determination, in both cases, together with interest thereon at the Base Rate.

36.04. For purpose for this Article 36, the determination of “Market Value Rent” shall take into account all relevant factors and shall be based upon the rents that an unaffiliated third party would be willing to pay to Landlord to a term comparable to the applicable Extension Term for the applicable Extension Premises on all of the same terms and conditions which the Extension Premises will be leased to Tenant pursuant to the terms of this Article 36.

36.05. In the event that Tenant exercises any Extension Option with respect to less than the entire Premises then demised by this lease in accordance with the applicable provisions hereof, then effective as of the Expiration Date of the initial term of this lease or the applicable Extension Term, as the case may be, the provisions of this lease governing the respective rights and obligations of Landlord and Tenant as of the expiration of the term of this lease (including, without limitation, the provisions of Article 21 and Article 34 shall apply with full force and effect to the portion of the Premises that has been omitted by Tenant from the Extension Premises.

ARTICLE 37