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Real Estate Lease Dated February 27,2006

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Sectors: Banking
Governing Law: New York, View New York State Laws
Effective Date: February 27, 2006
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Exhibit 10(qqq)


REAL ESTATE LEASE

BETWEEN

4101 AUSTIN BOULEVARD CORP.,

Landlord

and

FRUCTIBAIL INVEST,

Tenant

Dated February 27, 2006


Real Estate Lease

TABLE OF CONTENTS

ARTICLE 1: DEMISE, PREMISES, TERM, RENT 8

ARTICLE 2: USE AND OCCUPANCY 8

ARTICLE 3: ALTERATIONS 8

ARTICLE 4: REPAIRS-FLOOR LOAD 10

ARTICLE 5: CERTAIN LANDLORD RIGHTS 10

ARTICLE 6: REQUIREMENTS OF LAW 11

ARTICLE 7: ENCUMBRANCES 11

ARTICLE 8: RULES AND REGULATIONS 12

ARTICLE 9: INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT 12

ARTICLE 10: DESTRUCTION BY FIRE OR OTHER CAUSE 14

ARTICLE 11: EMINENT DOMAIN 15

ARTICLE 12: ASSIGNMENT AND SUBLETTING 16

ARTICLE 13: ELECTRICITY 16

ARTICLE 14: ACCESS TO PREMISES 17

ARTICLE 15: CERTIFICATE OF OCCUPANCY 17

ARTICLE 16: TERMINATION EVENTS 17

ARTICLE 17: TERMINATION 19

ARTICLE 18: FEES AND EXPENSES 19

ARTICLE 19: NO REPRESENTATIONS BY LANDLORD 20


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ARTICLE 20: END OF TERM 20

ARTICLE 21: QUIET ENJOYMENT 20

ARTICLE 22: ASSIGNED LEASES 20

ARTICLE 23: NO WAIVER 21

ARTICLE 24: WAIVER OF TRIAL BY JURY 21

ARTICLE 25: INABILITY TO PERFORM 21

ARTICLE 26: BILLS AND NOTICES 22

ARTICLE 27: OPERATING EXPENSES AND TAXES 24

ARTICLE 28: SERVICES 25

ARTICLE 29: SIDEWALK VAULT SPACE 26

ARTICLE 30: CAPTIONS 26

ARTICLE 31: PARTIES BOUND 26

ARTICLE 32: GUARANTEES 26

ARTICLE 33: BROKER 26

ARTICLE 34: INDEMNITY 27

ARTICLE 35: ADJACENT EXCAVATION-SHORING 28

ARTICLE 36: REPRESENTATIONS AND WARRANTIES 28

ARTICLE 37: NON-DISTURBANCE AND ATTORNMENT 28

ARTICLE 38: MISCELLANEOUS 29

ARTICLE 39: WITHHOLDING TAXES 31


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AGREEMENT OF REAL ESTATE LEASE, made as of this February 27, 2006, between 4101 AUSTIN BOULEVARD CORP., a New York corporation (" Landlord" ), and FRUCTIBAIL INVEST, a French socie9te9 civile (" Tenant" ),

WITNESSETH:

The parties hereto, for themselves, their legal representatives, successors and assigns, hereby covenant as follows.

DEFINITIONS

" AAA" shall mean the American Arbitration Association, or its successor.

" Additional Rent" shall mean all additional rent and other amounts payable by Tenant to Landlord under this Real Estate Lease other than Fixed Rental.

" Affiliate" shall mean a Person which shall (1) Control, (2) be under the Control of, or (3) be under common Control with, the Person in question. Solely with respect to the references to Affiliates contained in the definitions of NBP Sub Change of Control and BNY Change of Control, the ownership threshold contained in the definition of " Control" shall be deemed to be 75% rather than 50%. " After-Tax Basis" shall mean the basis or position leaving the beneficiary of a payment or deduction provided for by this Real Estate Lease in no better and no worse position than that which it would have been in had the event which gave rise to the payment or deduction obligation not occurred. The party receiving a payment that is to be made on an After-Tax Basis will provide computations in reasonable detail; provided , however , that neither party shall have the right to examine the other party' s books or records and nothing herein shall require either party to manage its tax affairs in any manner other than as it sees fit.

" Alterations" shall mean alterations, installations, improvements, additions or other physical changes (other than decorations) in or about the Premises.

" Assigned Leases" shall mean those leases set forth in Schedule 2 . " Bankruptcy Code" shall mean 11 U.S.C. Section 101 et seq. , or any statute of similar nature and purpose. " BNY" shall mean The Bank of New York Company, Inc., a New York corporation.

" BNY Change of Control" shall mean, at any time, any Person who is not an Affiliate, or two or more Persons who are not Affiliates, as the case may be, of any member of the BNY Group, shall have acquired direct or indirect ownership of Voting Stock of any member of the BNY Group representing greater than 10% of the combined voting power of all Voting Stock of such member of the BNY Group. " BNY Group" shall mean BNY, Landlord and the Bank of New York, a New York corporation.


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" BNY Guarantee" shall mean the Guarantee, dated as of the date hereof, executed by BNY in favor of Tenant pursuant to which BNY guarantees the payment and performance of the obligations of Landlord under this Real Estate Lease.

" Building" shall mean the One Wall Street Building or the 101 Barclay Street Building, and " Buildings" shall mean both of such buildings, collectively. " Building Systems" shall mean the mechanical, gas, electrical, sanitary, heating, air conditioning, ventilating, elevator, plumbing, life-safety and other similar service systems of the Buildings.

" Business Days" shall mean all days other than Saturdays, Sundays and holidays on which banks in New York State or Paris, France are authorized or required to be closed.

" Change of Law" shall mean (i) the passing of, or (ii) a change in or (iii) the introduction, proposal, issuance or repeal of, any law, rule, notice, announcement, regulation or regulatory requirement, directive or interpretation thereof or in the published practice or policy (or in the final application thereof, including for the avoidance of doubt, material changes to administrative procedures such as forms or elections necessary to the claiming of any tax benefit) of any government, governmental department, tax authority, agency or regulatory authority or supervisory body of any country, or in any treaty, in each case not actually or prospectively in force at the date of this Real Estate Lease, or any change or development in the interpretation by any court, governmental department, tax authority or regulatory authority of any country of any of the foregoing, in each case occurring or made known to any of the parties hereto after the date of this Real Estate Lease, whether or not such measure applies retroactively and whether or not such measure constitutes a change from a prior position on the same issue.

" Control" shall mean direct or indirect ownership of more than 50% of (i) the outstanding voting stock of a corporation, or (ii) other equity interest if not a corporation, together with in each case the possession of power to direct or cause the direction of the management and policy of such corporation or other entity, whether through the ownership of voting securities, by statute or according to the provisions of a contract.

" Default Rate ," with respect to any period for which an amount payable hereunder has not been paid when due, shall mean an annual interest rate equal to (i) with respect to amounts payable in Dollars hereunder, LIBOR for such period plus 1% and (ii) with respect to amounts payable in Euros hereunder, EURIBOR for such period plus 1%.

" Dollars" and " $" shall mean lawful money of the United States of America.

" Early Termination Amount" shall mean the amount payable in Euros by Landlord to Tenant in reimbursement of pre-paid Fixed Rent upon the expiration or earlier termination of this Real Estate Lease for any reason whatsoever, which amount shall be determined in accordance with the schedule of payments set forth in Exhibit B .

" Effective Date" shall have the meaning set forth in Section 1.1 hereof.

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" Environmental Law" shall mean any and all applicable Federal, state or local laws, rules, orders, permits, regulations, statutes, ordinances, codes or decrees of any Governmental Authority or common law regulating or imposing liability or standards of conduct concerning human health, natural resources or the environment, as now or may at any time hereafter be in effect, including, without limitation, the Clean Water Act, the Clean Air Act, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund Amendments and Reauthorization Act of 1986, the Emergency Planning and Community Right-to Know Act, the Resource Conservation and Recovery Act, the Safe Drinking Water Act, the Hazardous and Solid Waste Amendments of 1984, the Federal Insecticide, Fungicide and Rodenticide Act, the Toxic Substances Control Act and the Solid Waste Disposal Act of 1965, in each case, with each amendment, supplement or modification thereto and as each shall be amended, supplemented or modified in the future, their state or municipal equivalents, and the Federal, state or municipal regulations promulgated thereunder.

" Expiration Date" shall mean the Fixed Expiration Date or such earlier or later date on which the Term shall sooner or later end pursuant to any of the terms, conditions or covenants of this Real Estate Lease or pursuant to law.

" EURIBOR" shall mean, in respect of any period for which EURIBOR is to be determined, the rate per annum determined by the Banking Federation of the European Union which appears on Telerate Page 248 (or such other pages as may replace Page 248 on that service or such other service as may be nominated by the Banking Federation of the European Union (including the Reuters Screen) as the information vendor for the purposes of displaying Banking Federation of the European Union offered rates for deposits in Euros) at approximately 11:00 a.m. two Business Days prior to the first Business Day of such period for a term comparable to the term for with EURIBOR is to be determined or, if a rate for such term is not so quoted, a rate determined by a straight-line interpolation of the rates quoted for the term next longer and the term next shorter than such term. If, for any reason, such rate is not available, the term " EURIBOR" shall mean the rate per annum on the Reuters Screen as the offered rate for deposits in Euros at approximately I 1:00 a.m. two Business Days prior to the first Business Day of such period for a term comparable to the term for which EURIBOR is to be determined or, if a rate for such term is not so quoted, a rate determined by a straight line interpolation of the rates quoted for the term next longer and the term next shorter than such term; provided, however, if more than one rate is specified for a term comparable to the interest period contemplated on the Reuters Screen, the applicable rate shall be the arithmetic mean of all such rates. If EURIBOR cannot be determined in accordance with the foregoing provision then EURIBOR shall be the arithmetic mean of quotations provided by each of ABN AMRO, HSBC, BNP Paribas, Deutsche Bank and Socie9te9 Ge9ne9rale, as each such bank' s interbank offered rate for deposits in Euros to leading banks in the European interbank market at approximately 11:00 a.m. two Business Days prior to the first Business Day of such interest period, provided, that if any of such banks fails to supply any such offered rate by 1:00 p.m. on the required date, EURIBOR for the relevant interest period shall be determined on the basis of the quotations provided by the remaining such banks.

" Euros" shall mean the lawful currency of the European Monetary Union.


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" Fixed Expiration Date" shall have the meaning set forth in Section 1.1 hereof.

" Fixed Rent" shall have the meaning set forth in Section 1.2 hereof.

" Governmental Authority (Authorities)" shall mean the United States of America, the State of New York, the City of New York, any political subdivision thereof and any agency, department, commission, board, bureau or instrumentality of any of the foregoing, or any quasigovernmental authority, now existing or hereafter created, having jurisdiction over the Premises or any portion thereof. " Gross-up Amount" shall have the meaning set forth in Section 39.1 hereof.

" Guaranties" or " Guarantees" shall mean the BNY Guarantee and the NBP Guarantee.

" HVAC" shall mean heat, ventilation and air conditioning.

" HVAC Systems" shall mean the Building Systems providing HVAC.

" Landlord" , on the date as of which this Real Estate Lease is made, shall mean 4101 Austin Boulevard Corp., a New York corporation having an office at One Wall Street, New York, NY 10286, together with any successor or assignee thereof permitted pursuant to the terms of this Real Estate Lease.

" Landlord Indemnitees" shall mean Landlord, the principals comprising Landlord and its and their respective Affiliates, partners, members, shareholders, officers, directors, employees, agents and contractors.

" Landlord Parties" shall have the meaning set forth in Section 38.3 hereof. " Landlord Termination Event" shall have the meaning set forth in Section 16.1 hereof. " LIBOR" shall mean, in respect of any period for which LIBOR is to be determined, the rate per annum appearing on Telerate Page 3750 (or any successor page) as the London interbank offered rate for deposits in US dollars at approximately 11:00 a.m. two Business Days prior to the first Business Day of such period for a term comparable to the term for which LIBOR is to be determined or, if a rate for such term is not so quoted, a rate determined by a straight-line interpolation of the rates quoted for the term next longer and the term next shorter than such term. If, for any reason, such rate is not available, the term " LIBOR" shall mean the rate per annum on Reuters Screen LIBOR01 as the London interbank offered rate for deposits in US dollars at approximately 11:00 a.m. two Business Days prior to the first Business Day of such period for a term comparable to the term for which LIBOR is to be determined or, if a rate for such term is not so quoted, a rate determined by a straight line interpolation of the rates Real Estate Lease quoted for the term next longer and the term next shorter than such term; provided, however, if more than one rate is specified for a term comparable to the interest period contemplated on Reuters Screen LIBOR01, the applicable rate shall be the arithmetic mean of all such rates. If LIBOR cannot be determined in accordance with the foregoing provision then LIBOR shall be the arithmetic mean of quotations provided by each of ABN AMRO, HSBC,


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BNP Paribas, Deutsche Bank and Socie9te9 Ge9ne9rale, as each such bank' s London interbank offered rate of exchange at 11:00 a.m. two Business Days prior to the first Business Day of such period for the relevant term.

" NBP" shall mean Natexis Banques Populaire, a French socie9te9 anonyme having its registered office at 45, rue Saint Dominique, 75007 Paris, and registered under number 542 044 524 R.C.S. with the Registre du commerce et des socie9te9s of Paris.

" NBP Guarantee" shall mean the Guarantee, dated as of the date hereof, executed by NBP, in favor of Landlord pursuant to which NBP guarantees the payment and performance obligations of Tenant under this Real Estate Lease.

" NBP Sub Change of Control" shall mean, at any time, any Person who is not an Affiliate, or two or more Persons who are not Affiliates, as the case may be, of Tenant shall have acquired any ownership interest in Tenant.

" Notice Period" shall have the meaning set forth in Section 27.2 hereof.

" One Wall Street Building" shall mean all buildings, equipment and other improvements and appurtenances of every kind and description now located or hereafter erected, constructed or placed upon, and any and all alterations, and replacements thereof, additions thereto and substitutions therefor, situated on and including the land commonly known by the address One Wall Street, New York, NY.

" 101 Barclay Building" shall mean all buildings, equipment and other improvements and appurtenances of every kind and description now located or hereafter erected, constructed or placed upon, and any and all alterations, and replacements thereof, additions thereto and substitutions therefor, situated on and including the land commonly known by the address of 101 Barclay Street, New York, NY.

" Person(s) or person(s)" shall mean any natural person or persons, a partnership, a limited liability company, a corporation and any other form of business or legal association or entity. " Premises" shall mean the land particularly described in Exhibit A together with all improvements thereon including the Building Systems and Buildings commonly known as 101 Barclay Street, New York, NY and One Wall Street, New York, NY.

" Real Estate Lease" shall mean this Real Estate Lease together with all exhibits and schedules annexed hereto and made a part hereof, as the same may be amended from time to time.

" Real Estate Tax Account" shall have the meaning given to such term in Section 27.1.

" Real Estate Tax Account Funding Date" shall have the meaning given to such term in Section 27.1.

" Rental" shall mean and be deemed to include the Fixed Rent and all Additional Rent.


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" Requirements" shall mean all present and future laws, rules, orders, ordinances, regulations, statutes, requirements, codes and executive orders, extraordinary as well as ordinary, of all Governmental Authorities now existing or hereafter created, and of any and all of their departments, agencies and bureaus, having the force of law affecting the Premises or any portion thereof, or any street, avenue or sidewalk comprising a part of or in front thereof or any vault in or under the same, or requiring removal of any encroachment, or affecting the maintenance, use or occupation of the Premises or any portion thereof.

" Rules and Regulations" shall mean the rules and regulations annexed hereto and made a part hereof as Schedule 1 , and such other and further reasonable rules and regulations as Landlord or Landlord' s agents may from time to time adopt, on such notice to be given as Landlord may elect, subject to Tenant' s right to dispute the reasonableness thereof as provided in Article 8 hereof.

" Severable Alterations" shall mean non-structural modifications or alterations that can be removed from the subject property without causing any material damage to such property and which are not mandated to be part of the subject property pursuant to any Requirement.

" SNDA" shall mean a subordination, nondisturbance and attornment agreement, in recordable form, which provides for all terms set forth in Section 37.1 hereof and is in commercially reasonable form.

" SNDA-Eligible Sublease" shall mean a written sublease that Tenant enters into in good faith that meets the following criteria: (i) the configuration of the subleased space is commercially reasonable; (ii) any " free rent" or rent abatement periods are commercially reasonable; (iii) the sublease rent and escalations are commercially reasonable; and (iv) the sublease does not violate the express terms of this Real Estate Lease.

" Taxes" shall mean the aggregate amount of real estate taxes and any general or special assessments (exclusive of penalties and interest thereon) imposed upon the Premises (including, without limitation, (i) assessments made upon or with respect to any " air" and " development" rights now or hereafter appurtenant to or affecting the Premises, (ii) any fee, tax or charge imposed by any Governmental Authority for any vaults, vault space or other space within or outside the boundaries of the Premises, and (iii) any taxes or assessments levied after the Effective Date in whole or in part for public benefits to the Premises, including, without limitation, any Business Improvement District taxes and assessments and any commercial rent occupancy taxes) without taking into account any discount that Landlord may receive by virtue of any early payment of Taxes; provided, that if because of any change in the taxation of real estate, any other tax or assessment, however denominated (including, without limitation, any franchise, income, profit, sales, use, occupancy, gross receipts or rental tax) is imposed upon Landlord or the occupancy, rents or income therefrom, in substitution for any of the foregoing Taxes, such other tax or assessment shall be deemed part of Taxes computed as if Landlord' s sole asset were the Premises. With respect to any tax year, all reasonable and customary expenses, including attorneys' fees and disbursements, experts' and other witnesses' fees, incurred in contesting the validity or amount of any Taxes or in obtaining a refund of Taxes shall be considered as part of the Taxes for such tax year. Anything contained herein to the contrary notwithstanding, Taxes shall not be deemed to include (w) any taxes on Landlord' s income, (x)


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franchise taxes, (y) estate or inheritance taxes (z) any similar taxes imposed on Landlord, unless such taxes are levied, assessed or imposed in lieu of or as a substitute for the whole or any part of the taxes, assessments, levies, impositions which now constitute Taxes.

" Tenant" shall mean Fructibail Invest, a French socie9te9 civile having its registered office at 115, rue Montmartre, 75002 Paris and registered under number 485 307 904 R.C.S. with the Registre du commerce et des socie9te9s of Paris.

" Tenant Indemnitees" shall mean Tenant, the principals comprising Tenant and its and their direct or indirect partners, members, shareholders, officers, directors, employees and contractors.

" Tenant-Paid Taxes" shall mean all Taxes assessed or charged against the Premises to the extent payable during the Term. Anything contained herein to the contrary notwithstanding, Tenant-Paid Taxes shall not be deemed to include (w) any taxes on Landlord' s income, (x) franchise taxes, (y) estate or inheritance taxes or (z) any similar taxes imposed on Landlord, unless such taxes are levied, assessed or imposed in lieu of or as a substitute for the whole or any part of the taxes, assessments, levies, impositions which now constitute Tenant-Paid Taxes.

" Tenant' s Property" shall have the meaning set forth in Section 3.1 (B) hereof.

" Tenant Termination Event" shall have the meaning set forth in Section 16.2. " Term" shall mean a term which shall commence on the Effective Date and shall expire on the Expiration Date. " Transaction Document" shall mean this Real Estate Lease and any other document designated as a Transaction Document by the Landlord, the Tenant or their respective Affiliates in connection with the transactions contemplated hereby or in respect of the Premises.

" Treaty" shall mean the Convention between the Government of the United States of America and the Government of the French Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital, signed August 31, 1994, as amended by any applicable protocol, or any successor treaty.

" Unavoidable Delays" shall have the meaning set forth in Article 25 hereof.

" Voting Stock" shall mean the capital stock or other ownership interests having ordinary voting power under ordinary circumstances for the election of directors (or the equivalent) of the subject corporation, association or other entity.

" Withholding Tax" shall mean any tax imposed by means of withholding or deduction, including any interest or penalties relating to such tax.

WITNESSETH:

WHEREAS, Landlord is the owner of the Premises, Landlord desires to lease the Premises to Tenant, and Tenant desires to lease the Premises from Landlord, on the terms and conditions set forth herein.


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NOW, THEREFORE, in consideration of the mutual covenants contained herein, the rental payments to be made hereunder, and for other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows: ARTICLE 1: DEMISE, PREMISES, TERM, RENT

Section 1.1. Landlord hereby leases to Tenant, and Tenant hereby hires from Landlord, the Premises upon all of the terms set forth in this Real Estate Lease, for the Term to commence on March 3, 2006 (the " Effective Date" ) and to expire at 5:00 P.M., Eastern Time on March 3, 2031 (the " Fixed Expiration Date" ).

Section 1.2. From and after the Effective Date, the base rent for the Premises (the " Fixed Rent" ) for the entire Term under this Real Estate Lease shall be an aggregate amount equal to Four Hundred Thirty Five Million Eight Hundred Thousand Euros ( ?435,800,000) corresponding to the amounts set forth in Exhibit E and payable no later than 9:00 A.M. Eastern Time on the Effective Date. The Fixed Rent shall be allocated, for purposes of Articles 10 and 11, as follows: ?236,850,000 shall be allocable to the One Wall Street Building and ?198,950,000 shall be allocable to the 101 Barclay Building. Tenant shall pay all Additional Rent when due and owing hereunder.

ARTICLE 2: USE AND OCCUPANCY

The Premises shall be used and occupied for general office purposes and for any other purpose permitted by the certificates of occupancy affecting the Premises as from time to time amended.

ARTICLE 3: ALTERATIONS

Section 3.1. (1) Prior to making any Alterations which either affect the Building Systems or are estimated to cost in excess of $2,500,000, Tenant shall (i) submit to Landlord plans and specifications (including architectural, mechanical and structural drawings) for each such proposed Alteration and shall not commence any such Alteration without first obtaining Landlord' s approval of such plans and specifications and (ii) obtain all permits, approvals and certificates required by any Governmental Authorities to make such Alterations, it being agreed that any such Alterations as well as the cost to obtain such permits, approvals and certificates shall be made at Tenant' s expense. Upon completion of such Alteration, Tenant, at Tenant' s expense, shall obtain certificates of final approval of such Alteration required by any Governmental Authority and shall furnish Landlord with copies thereof, together with the " as-built" plans and specifications for such Alterations. All Alterations shall be made and performed substantially in accordance with the plans and specifications therefor, if any, as approved by the Landlord, all Requirements and the Rules and Regulations. All materials and equipment to be incorporated in the Premises as a result of any Alterations or a part thereof shall be first quality and no such materials or equipment (other than Tenant' s Property) shall be subject to any lien, encumbrance and chattel mortgage or title retention or security agreement.


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(2) Any review or approval by Landlord of any plans and/or specifications or any preparation or design of any plans by Landlord' s architect or engineer (or any architect or engineer designated by Landlord) with respect to any Alteration shall be solely for Landlord' s benefit, and without any representation or warranty whatsoever to Tenant or any other Person with respect to the compliance thereof with any Requirements, the adequacy, correctness or efficiency thereof, or otherwise.

(B) All Tenant' s Property installed by Tenant and all Severable Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, shall remain the property of Tenant. Tenant, on or prior to the Expiration Date, shall remove from the Premises, at Tenant' s sole cost and expense, all of Tenant' s movable fixtures and movable partitions, telephone and other equipment, all equipment installed heretofore or hereafter by Tenant in connection with the operation of its business, if any, including without limitation, computers, screens, trading stations, and wiring installed by Tenant, and all other equipment, furniture, furnishings, decorations and other items of personal property heretofore or hereafter installed by Tenant (collectively, " Tenant' s Property" , it being understood, for the avoidance of doubt, that " Tenant' s Property" shall not include any non-Severable Alterations), and shall repair and restore in good and worker like manner to good condition any damage to the Premises or the Buildings caused by such removal. Tenant' s Property shall not include any property of any subtenants of all or any part of the Premises.

(C) (1) All Alterations shall be performed, at Tenant' s sole cos
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