Extract to table

RECITALS WHEREAS, Landlord and Tenant have entered into the Lease dated as of July 13, 2023, for approximately one hundred eighty-five thousand (185,000) rentable square feet on Floors 34, 35, 36, 37, and 38 at 787 Seventh Avenue, New York, New York 10019; and WHEREAS, Tenant is a wholly owned subsidiary of Guarantor, and Guarantor is the ultimate parent entity of Tenant; and WHEREAS, Guarantor will derive substantial direct and indirect benefit from the Lease and from Tenant's occupancy and use of the Premises, including but not limited to the benefit of having Tenant's principal North American operations located in a premier Class A office building in Midtown Manhattan, which operations are material to Guarantor's consolidated business enterprise; and WHEREAS, as a material inducement for Landlord to enter into the Lease with Tenant, and as a condition precedent to Landlord's willingness to execute and deliver the Lease, Landlord has required that Guarantor execute and deliver this Guaranty of Lease; and WHEREAS, the Lease provides for a fifteen (15)-year term commencing on August 1, 2023 (the "Commencement Date"), and expiring on July 31, 2038 (the "Expiration Date"), with a Rent Commencement Date of February 1, 2024; and WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Lease

1 Notwithstanding anything to the contrary contained in this Guaranty, including but not limited to Section 1 hereof, Guarantor's maximum aggregate liability under this Guaranty shall not exceed Eighteen Million and 00/100 Dollars ($18,000,000) (the "Guaranty Cap")

Once the aggregate amount paid by Guarantor under this Guaranty equals the Guaranty Cap, Guarantor shall have no further liability hereunder, regardless of whether all Guaranteed Obligations have been satisfied

4 The Guaranty Cap shall be reduced dollar-for-dollar by each payment made by Guarantor under this Guaranty, provided that if any such payment is subsequently invalidated, set aside, or required to be repaid as provided in Section 7 hereof, the Guaranty Cap shall be reinstated by the amount of such invalidated or repaid payment

Landlord shall not be required to give Guarantor notice of any default by Tenant under the Lease as a condition to Landlord's right to enforce this Guaranty, although nothing herein shall be construed to prohibit Landlord from providing such notice in its discretion

Notice of acceptance of this Guaranty by Landlord, it being understood that this Guaranty shall be deemed accepted by Landlord upon the execution and delivery of the Lease; (b) Notice of Default