Common use of Occupancy and Use Clause in Contracts

Occupancy and Use. Tenant may use and occupy the Premises for the Permitted Uses specified in the Basic Lease Information and for no other use or purpose without the prior written consent of Landlord. Landlord shall have the right to grant or withhold consent to a proposed change of use in its sole discretion. Tenant shall be entitled to the use on a nonexclusive basis of the Common Area with other occupants of the Project for so long as Landlord continues to own the Project in accordance with the Rules and Regulations established by Landlord from time to time; provided, however, that if Landlord reconfigures the Project or sells a portion of the Project, Landlord shall assure to Tenant that Tenant shall continue to have reasonable access to the Premises and the Minimum Parking as specified in Paragraph 33 through a reciprocal easement agreement or other like mechanism. Notwithstanding the above, Tenant understands and agrees that (a) that certain Restated and Amended Lease dated March 30, 1999 by and between The Board of Trustees of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Junior University, as lessor (“Ground Lessor”), and Varian Associates, Inc., a Delaware corporation (“Varian”), as lessee, the interest of Varian having been assigned to Landlord under that certain Assignment and Assumption of Lessee’s Interest in Lease dated March 30, 1999, a Memorandum of which was recorded on March 30, 1999 as instrument no. 14729321 in the Office of the County Recorder of Santa ▇▇▇▇▇ County, California (the “Ground Lease”), and (b) certain other easements, covenants, conditions, restrictions, and access agreements recorded in the official records of Santa ▇▇▇▇▇ County (collectively, including the Ground Lease, the “Encumbrances”) encumber the Land and Project, and that Tenant’s occupancy and use of the Premises and use of the Common Area may be restricted by such Encumbrances. If necessary, Tenant shall execute such documents as are reasonably necessary to cause this Lease to become subordinate to such encumbrances, subject to customary non-disturbance provisions to the extent provided for, and obtainable by Tenant, under the express terms of the applicable Encumbrance (other than the Ground Lease).

Occupancy and Use. 2.1. The demised premises shall be used as and for executive, administrative and general offices of Tenant may and any permitted subtenants and occupants and, incidental and ancillary thereto, trading and sales of a full range of financial products and services in a manner consistent with the conduct of such trading and sales as an incidental and ancillary use and occupy in office space, as opposed to retail space, in first-class office buildings comparable to the Premises for the Permitted Uses specified Building in the Basic Lease Information midtown Manhattan, and for no other purpose except as expressly set forth herein. Notwithstanding the provisions of Section 2.4, Tenant may use or purpose without portions of the prior written consent of Landlord. Landlord shall have the right to grant or withhold consent to a proposed change of use in its sole discretion. Tenant shall be entitled demised premises for: (1) subject to the use on a nonexclusive basis provisions of this Lease, including, without limitation, the Common Area with other occupants provisions of Section 2.2 hereof relating to public assembly permits, and the Project for so long as Landlord continues provisions of Article 8 hereof relating to own Alterations and Specialty Alterations, the Project in accordance with the Rules operation of an auditorium and Regulations established by Landlord from time to timerelated audio/visual and closed-circuit television facilities; provided, however, that if Landlord reconfigures such auditorium shall not accommodate more than one hundred (100) persons and shall not involve the Project creation of a double-height floor; (2) a “Dining Facility” as defined in, and subject to the provisions of, Section 32.20 hereof; (3) in addition to or sells a portion in lieu of the Projectabove-described Dining Facility, Landlord kitchens, pantries and/or vending machines for the sale of snack foods, non-alcoholic beverages, and other convenience items (which may be supplied by any party selected by Tenant, subject, however, to Landlord’s right to exclude any such supplier from the Building for reasonable causes, such as if such supplier refuses to comply with Landlord’s rules and regulations relating to the delivery of such items to the demised premises) for the occupants of the demised premises and their business guests upon the condition that (W) no food is prepared or cooked therein (exclusive of microwave reheating), (X) no food or beverages kept therein or anything else done therein shall assure cause odors to Tenant that be emitted therefrom so as to be detectable outside of the demised premises, (Y) the portions of the demised premises so used shall, at the sole cost and expense of Tenant, be at all times maintained in a clean and sanitary condition and free of vermin and refuse and (Z) Tenant shall continue contract directly for the removal from the Building of wet rubbish with the cleaning company servicing the Building provided that such cleaning company agrees to have provide such service at commercially reasonable access to the Premises and the Minimum Parking as specified in Paragraph 33 through rates; (4) a reciprocal easement agreement or other like mechanism. Notwithstanding the above, Tenant understands and agrees that (a) that certain Restated and Amended Lease dated March 30, 1999 by and between The Board of Trustees of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Junior Universitycash and ATM facility solely for the use of Tenant’s partners and employees working at the demised premises; (5) a board room; (6) libraries solely for the use of Tenant’s partners and employees working at the demised premises; (7) training rooms and facilities solely for the use of Tenant’s partners and employees working at the demised premises; (8) mailroom facilities; (9) meeting and conference rooms solely for the use of Tenant’s partners and employees working at the demised premises; (10) the operation of Tenant’s business machines, including, but not limited to, computers, duplicating, telecommunications and audio visual equipment normally used in general offices; and (11) a travel agency solely for bookings of Tenant’s partners and employees. (a) If any governmental license or permit (other than a Certificate of Occupancy for the entire Building) shall be required for the proper and lawful conduct of Tenant’s business in the demised premises or any part thereof, Tenant, at its expense, shall duly procure and thereafter maintain such license or permit and submit the same to Landlord for inspection. Tenant shall at all times comply with the material terms and conditions of each such license or permit. Additionally, should Alterations or Tenant’s use of the demised premises for other than executive and general offices require any modification or amendment of any Certificate of Occupancy for the Building, Tenant shall, at its expense, take all actions reasonably requested by Landlord in order to procure any such modification or amendment and shall reimburse Landlord (as additional rent) for all reasonable costs and expenses Landlord incurs in effecting said modifications or amendments. Landlord, at no out-of-pocket cost to Landlord, shall cooperate with Tenant in connection with Tenant’s efforts to procure any such modification or amendment (including assisting and/or joining Tenant in any application or similar instrument), provided that Tenant shall indemnify and hold harmless Landlord from and against any claims arising in connection with such cooperation, other than any such claims arising from any incorrect information provided by Landlord in connection therewith or any conditions at or in the Building which are Landlord’s responsibility hereunder. The foregoing provisions are not intended to be deemed Landlord’s consent to any Alterations or to a use of the demised premises not otherwise permitted hereunder nor to require Landlord to effect such modifications or amendments of any Certificate of Occupancy. Notwithstanding the foregoing, Landlord makes no warranty or representation as to the suitability of all or any portion of the demised premises for a place of public assembly requiring a public assembly permit or a change in the Certificate of Occupancy for the Building or as to whether there will be adequate means of ingress and/or egress or adequate rest room facilities in the event that Tenant requires such a public assembly permit or such a change, and Landlord shall have no liability to Tenant in connection therewith (provided, however, that Landlord shall reasonably cooperate with Tenant’s application for any such public assembly permit or change in the Certificate of Occupancy, subject to Tenant’s obligation to reimburse Landlord for its out-of-pocket expenses, as lessor (“Ground Lessor”), and Varian Associates, Inc., a Delaware corporation (“Varian”), as lessee, the interest of Varian having been assigned to Landlord under that certain Assignment and Assumption of Lessee’s Interest more particularly set forth in Lease dated March 30, 1999, a Memorandum of which was recorded on March 30, 1999 as instrument no. 14729321 in the Office of the County Recorder of Santa ▇▇▇▇▇ County, California (the “Ground Lease”), and clause (b) certain other easementsbelow), covenants, conditions, restrictions, and access agreements recorded nor shall Landlord have any obligation to perform any alterations in or to the Building or the demised premises or to grant its consent to the performance of any proposed Alterations by Tenant in order to render any floor suitable for the issuance of a public assembly permit or for a change in the official records Certificate of Santa ▇▇▇▇▇ County Occupancy, except as set forth in Article 8 hereof. (collectivelyb) Tenant shall reimburse Landlord (as additional rent) for the reasonable out-of-pocket costs and expenses incurred by Landlord in connection with such cooperation within thirty (30) days after demand therefor, including accompanied by reasonably satisfactory documentation of such costs and expenses. 2.3. Tenant shall not at any time use or occupy the Ground Leasedemised premises or the Building, or suffer or permit anyone to use or occupy the demised premises, or do anything in the demised premises or the Building, or suffer or permit anything to be done in, brought into or kept on the demised premises, which in any manner (a) violates the Certificate of Occupancy for the demised premises or for the Building; (b) causes or is liable to cause injury to the demised premises or the Building or any equipment, facilities or systems therein; (c) constitutes a violation of the laws and requirements of any public authorities; (d) impairs or tends to impair the character, reputation or appearance of the Building as a first-class office building; (e) impairs or tends to impair the proper and economic maintenance, operation and repair of the Building and/or its equipment, facilities or systems; (f) inconveniences other tenants or occupants of the Building (except to a de minimis extent); (g) constitutes a nuisance, public or private; (h) makes unobtainable from reputable insurance companies authorized to do business in New York State all-risk property insurance, or liability, elevator, boiler or other insurance at standard rates required to be furnished by Landlord under the terms of any mortgages covering the demised premises and/or the Building; or (i) discharges objectionable fumes, vapors or odors into the Building’s flues or vents or otherwise. 2.4. Tenant shall not use, or suffer or permit anyone to use, the demised premises or any part thereof, for (a) a banking, trust company, or safe deposit business, (b) a savings bank, a savings and loan association, or a loan company operating an “Encumbrances”off the street” business to the general public at the demised premises, (c) encumber the Land sale of travelers’ checks and/or foreign exchange, (d) a stock brokerage office or for stock brokerage purposes, (e) a restaurant and/or bar and/or the sale of confectionery and/or soda and/or beverages and/or sandwiches and/or ice cream and/or baked goods (except if expressly provided otherwise elsewhere in this Lease), (f) the business of photographic reproductions and/or offset printing (except that Tenant and Projectits permitted assignees, subtenants and that Tenant’s occupancy and occupants may use part of the Premises and use demised premises for photographic reproductions and/or offset printing in connection with, either directly or indirectly, its own business and/or activities), (g) an employment or travel agency, (h) a school or classroom, (i) medical or psychiatric offices, (j) conduct of an auction, (k) gambling activities or (l) the conduct of obscene, pornographic or similar disreputable activities. Further, the demised premises may not be used by (i) an agency, department or bureau of the Common Area United States Government, any state or municipality within the United States or any foreign government, or any political subdivision of any of them, (ii) any charitable, religious, union or other not-for-profit organization, or (iii) any tax exempt entity within the meaning of Section 168(j)(4)(A) of the Internal Revenue Code of 1986, as amended, or any successor or substitute statute, or rule or regulation applicable thereto (as same may be restricted by such Encumbrances. If necessary, Tenant shall execute such documents as are reasonably necessary to cause this Lease to become subordinate to such encumbrances, subject to customary non-disturbance provisions to the extent provided for, and obtainable by Tenant, under the express terms of the applicable Encumbrance (other than the Ground Leaseamended).

Occupancy and Use. 14.1 Tenant may use and shall occupy the Premises Tenant's Space on the Commencement Date and thereafter use the Tenant's Space for the Permitted Uses specified in during the Basic entire Lease Information Term and for no other use or purpose whatsoever, without obtaining Landlord's prior consent, which shall not be withheld unreasonably. 14.2 No trade name shall be used in connection with the prior operation of Tenant's business at the Tenant's Space without Landlord's express written consent of Landlord. Landlord consent. 14.3 Tenant shall have not suffer or permit the right Tenant's Space to grant be used for any unlawful or withhold consent to a proposed change of use in its sole discretionimmoral purpose. Tenant will not suffer or permit any article to be brought into the Tenant's Space, or any act to be done in the Tenant's Space, which shall be entitled to render the use on a nonexclusive basis Tenant's Space uninsurable. Tenant shall, at Tenant's sole cost and expense, comply with all applicable laws, ordinances, rules and regulations (including all zoning and building restrictions and conditions associated with any present of future site plan approvals or variances affecting the Common Area with other occupants Leasehold Premises) or any governmental authority having jurisdiction over the Tenant's Space, now or in the future, and the requirements of the Project for so long as Landlord continues to own the Project in accordance with the Rules and Regulations established by Landlord from time to time; provided, however, that if Landlord reconfigures the Project or sells a portion of the Project, Landlord shall assure to all insurance underwriters. 14.4.1 Tenant agrees that Tenant shall continue to have reasonable access to the Premises and the Minimum Parking use window treatments known as specified in Paragraph 33 through a reciprocal easement agreement or other like mechanism. Notwithstanding the aboveVignett Roman Shades, Tenant understands and agrees that (a) that certain Restated and Amended Lease dated March 30, 1999 made by and between The Board of Trustees of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Junior University. The shades shall be outside mounted paranot inside the windowsill (with the header above the top of the window so that it will not be seen from the outside). Tenant will place no signs, awnings or curtains on any part of the exterior of said premises or on any show window, nor paint any brick work, cornice work, mill work or metal work on the front of said premises without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Tenant's sign shall in no way diminish the rights of other Tenants in the Leasehold Premises to maintain or erect signs identifying their businesses. Any sign permits which are required shall be obtained and paid for by the Tenant. 14.4.2 Landlord shall have the right to remove, and the obligation to replace, Tenant's signs or any of them, at any time or from time to time during the terms of this Lease, as lessor (“Ground Lessor”)may be necessary, and Varian Associatesin order to paint or make any other repairs, Inc., a Delaware corporation (“Varian”), as lessee, the interest of Varian having been assigned to Landlord under that certain Assignment and Assumption of Lessee’s Interest in Lease dated March 30, 1999, a Memorandum of which was recorded on March 30, 1999 as instrument no. 14729321 in the Office of the County Recorder of Santa ▇▇▇▇▇ County, California (the “Ground Lease”), and (b) certain other easements, covenants, conditions, restrictions, and access agreements recorded in the official records of Santa ▇▇▇▇▇ County (collectivelyalterations or improvements, including the Ground Leasemodification of the building facade, in or upon the Leasehold Premises. 14.4.3 The Landlord shall have the right to insure uniformity of design and type of signage in the Leasehold Premises of which the demised premises is a part to limit the shape, size, kind of number of signs in the demised premises. In the event that the Landlord shall adopt such policy after the Tenant has affixed any sign or signs, then the Landlord shall have the right to replace, remove or alter the Tenant's signs so long as the Landlord replaces such signage with new signage which identifies Tenant's premises and which new signage is equal in size to that identifying the premises of other Tenants in the Leasehold Premises of equivalent size. In such event, the “Encumbrances”) encumber the Land and Projectcost of such removal, and that Tenant’s occupancy and use replacement, alteration or modification shall be borne by Landlord. 14.5.1 Landlord agrees to provide to Tenant on-site parking in common with other tenants of the Leasehold Premises. Landlord anticipates that 114 spaces will be available. Tenant shall be permitted to use its proportionate share of such spaces based on the Tenant share set forth in Paragraph 1.14 of this Lease. As Tenant is occupying 40.7% of the space Tenant shall be entitled to utilize 47 parking spaces. Tenant agrees that the space set aside for the parking of automobiles adjacent to the office space within the Leasehold Premises shall not be used at any time for the loading or unloading of trucks or delivery vehicles. 14.5.2 Without limiting the generality of the foregoing, it is specifically agreed that Landlord may, from time to time, issue parking decals so as to identify vehicles owned or operated by the Tenants of the Leasehold Premises and use of the Common Area may be restricted by their employees. In such Encumbrances. If necessaryevent, Tenant shall execute require that such documents as are reasonably necessary decals be affixed to all vehicles owned or operated by Tenant or Tenant's employees, in accordance with the rules and regulations from time to time promulgated by Landlord. Tenant further acknowledges that Landlord may cause employee vehicles improperly parked in accordance with the provision of this Lease and rules and regulations from time to become subordinate time promulgated by Landlord which are applicable to employee parking to be towed from the Leasehold Premises and in such encumbrancesevent, subject Landlord shall not be responsible for any damage to customary non-disturbance provisions to the extent personal property occasioned thereby provided for, and obtainable by Tenant, under the express terms of the applicable Encumbrance (other than the Ground Lease).Landlord has exercised reasonable care

Occupancy and Use. (a) The Leased Premises may be used and occupied by Tenant for general office use and any other lawful uses which are consistent with uses in a first class office building. Without limiting the generality of the foregoing, Tenant may maintain in the Leased Premises and utilize the Leased Premises for (including use by Tenant and its employees and invitees for) the following uses to the extent incidental to Tenant's businesses: (i) conference and/or meeting facilities, (ii) coffee bars, (iii) support staff facilities (including without limitation word processing and copy facilities), (iv) lunchrooms (including vending machines and microwave ovens for use by Tenant and its employees and invitees), (v) storage space incidental to general business office purposes, (vi) computer facilities, and (vii) print facilities that may require special venting. Landlord covenants that it has good and marketable fee simple title to the Property, and the right to make this Lease for the Lease Term and that it has obtained or shall obtain all necessary certificates and permits required under applicable laws to permit Tenant to use and occupy the Premises Building for the Permitted Uses specified in the Basic Lease Information and for no other use or purpose without the prior written consent of Landlord. Landlord shall have the right to grant or withhold consent to a proposed change of use in its sole discretion. Tenant shall be entitled to the use on a nonexclusive basis of the Common Area with other occupants of the Project for so long as Landlord continues to own the Project in accordance with the Rules and Regulations established by Landlord from time to timeabove described uses; provided, however, that if Landlord reconfigures Tenant shall be responsible for obtaining the Project or sells a portion necessary permits and certificates of occupancy relating to the construction of the ProjectLeasehold Improvements. Landlord agrees to use its best efforts not to allow or permit the Building to be used for any purpose prohibited by any law of the United States or the state or city in which the Building is located. Landlord agrees not to commit waste at the Property. Landlord agrees to use its best efforts to control its agents, Landlord shall assure employees, licensees, and invitees in such a manner, and to require other tenants of the Building to control their respective agents, employees, licensees, and invitees in such a manner so as not to create any nuisance or unreasonable interference with, or disturbance of Tenant that in its use of the Leased Premises. (b) Tenant shall continue not do or permit anything to have be done in or about the Leased Premises which will unreasonably obstruct or interfere with the rights of Landlord, other tenants or occupants of the Building, including but not limited to their reasonable access to parking or elevator facilities, or injure or annoy them; nor shall Tenant use or allow the Leased Premises to be used whether by employees, agents, invitees, and/or licensees, for any improper, immoral, or unlawful purposes or for any business, use or purpose reasonably deemed to be disreputable or inconsistent with the operation of a first class office building; nor shall Tenant cause or maintain or permit any nuisance or breach of the peace, in, on, or about the Leased Premises. Tenant shall not commit or suffer the commission of any waste in, on, or about the Leased Premises, and Tenant shall be responsible for policing any nonpermitted use by its employees in the Leased Premises and the Minimum Parking as specified in Paragraph 33 through a reciprocal easement agreement or other like mechanism. Notwithstanding the above, Tenant understands and agrees that (a) that certain Restated and Amended Lease dated March 30, 1999 by and between The Board of Trustees of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Junior University, as lessor (“Ground Lessor”), and Varian Associates, Inc., a Delaware corporation (“Varian”), as lessee, the interest of Varian having been assigned to Landlord under that certain Assignment and Assumption of Lessee’s Interest in Lease dated March 30, 1999, a Memorandum of which was recorded on March 30, 1999 as instrument no. 14729321 in the Office of the County Recorder of Santa ▇▇▇▇▇ County, California (the “Ground Lease”), and (b) certain other easements, covenants, conditions, restrictions, and access agreements recorded in the official records of Santa ▇▇▇▇▇ County (collectively, including the Ground Lease, the “Encumbrances”) encumber the Land and Project, and that Tenant’s occupancy and use of the Premises and use of the Common Area may be restricted by such Encumbrances. If necessary, Tenant shall execute such documents as are reasonably necessary to cause this Lease to become subordinate to such encumbrances, subject to customary non-disturbance provisions to the extent provided for, and obtainable by Tenant, under the express terms of the applicable Encumbrance (other than the Ground Lease)Areas.