Exhibit 10.5


COTY INC.


LEASE


for 4th & 5th Floors  


of


ONE PARK AVENUE


October 29, 1999











	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Documents and Information Required

 	
  

 	
 Responsible
 Party

 	
  

 	
 Executed
 by

 
	

 


 	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 I.

 	
 Lease

 	
  

 	
  

 	
 SEPS 

 	
  

 	
 Landlord/Tenant 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 II.

 	
 Schedules
 to Lease

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Schedule A:

 	
 Premises

 	
  

 	
 SEPS

 	
  

 	
 N/A

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Schedule B:

 	
 Rules & Regulations

 	
  

 	
 SEPS

 	
  

 	
 N/A

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Schedule C:

 	
 Contractor List

 	
  

 	
 ESG

 	
  

 	
 N/A

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Schedule D:

 	
 Landlord’s Work

 	
  

 	
 SEPS

 	
  

 	
 N/A

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Schedule E:

 	
 HVAC Specifications

 	
  

 	
 SEPS

 	
  

 	
 N/A

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Schedule F:

 	
 Cleaning Specifications

 	
  

 	
 SEPS

 	
  

 	
 N/A

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Schedule G-1:

 	
 ARE One Park Avenue,

 	
  

 	
 SEPS

 	
  

 	
 Landlord/Tenant/Lender

 
	
  

 	
  

 	
 LLC SNDAs for Fee and

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Leasehold Mortgages and

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Ground Lease

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Schedule G-2:

 	
 CDC SNDA

 	
  

 	
 SEPS

 	
  

 	
 N/A

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Schedule H:

 	
 Construction Procedures

 	
  

 	
 SEPS

 	
  

 	
 N/A

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Schedule I:

 	
 Plaque Specifications

 	
  

 	
 ESG

 	
  

 	
 N/A

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 III.

 	
 Additional
 Documents

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 J.            Confidentiality Agreement

 	
  

 	
 Tenant

 	
  

 	
 Landlord/Tenant

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 K.           ACP-5

 	
  

 	
 SEPS

 	
  

 	
 N/A

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 L.            Letter re: Security
 Agreement

 	
  

 	
 SEPS

 	
  

 	
 Landlord/Tenant

 









LEASE

One Park Avenue

4th and 5th Floors


Coty Inc. and One Park Avenue Tenant LLC


	
 

 	
  

 	
  

 
	
Tenant:  

 	
 COTY INC.
(“Tenant”) 

 
	
  

 	
 1325 Avenue
 of the Americas – 34th Floor

 
	
  

 	
 New York,
 New York 10019

 
	
  

 	
 Attention:

 	
 Markus
 Hopmann

 
	
  

 	
 Telephone:

 	
 212-479-4300

 
	
  

 	
  

 
	
Tenant’s
Counsel: 

 	
 DAVIS POLK
& WARDWELL (“DPW”) 

 
	
  

 	
 450
 Lexington Avenue

 
	
  

 	
 New York,
 New York 10017

 
	
  

 	
 Attention:

 	
 Thomas
 Patrick Dore, Jr. Esq.

 
	
  

 	
  

 	
 Christine K.
 Nichols, Esq.

 
	
  

 	
 Telephone:

 	
 PD:
 212-450-4136

 
	
  

 	
  

 	
 CN:
 212-450-6109

 
	
  

 	
 Facsimile:

 	
 212-450-5738

 
	
  

 	
  

 	
  

 
	
Landlord: 

 	
 ONE PARK
AVENUE TENANT LLC (“Landlord”) 

 
	
  

 	
 335 Madison
 Avenue

 
	
  

 	
 New York,
 New York 10285

 
	
  

 	
 Attention:

 	
 Mark
 Teitelbaum

 
	
  

 	
  

 	
 Michael
 Gargano

 
	
  

 	
 Telephone:

 	
 MT:
 212-850-7558

 
	
  

 	
  

 	
 MG:
 212-850-7536

 
	
  

 	
 Facsimile:

 	
 212-681-6096

 
	
  

 	
  

 	
  

 
	
Landlord’s
Counsel: 

 	
 SQUARDRON
ELLENOFF PLESENT & SHEINFELD (“SEPS”) 

 
	
  

 	
 551 Fifth
 Avenue

 
	
  

 	
 New York,
 New York 10176

 
	
  

 	
 Attention:

 	
 Alan Katz,
 Esq.

 
	
  

 	
  

 	
 Laura
 Suesser, Esq.

 
	
  

 	
 Telephone:

 	
 AK:
 212-476-8355

 
	
  

 	
  

 	
 LS:
 212-476-8202

 
	
  

 	
 Facsimile:

 	
 212-697-6686

 
	
  

 	
  

 
	
Broker: 

 	
 INSIGNIA/ESG
(“ESG”) 

 
	
  

 	
 200 Park
 Avenue

 
	
  

 	
 New York,
 New York 10166

 
	
  

 	
 Attention:

 	
 Craig
 Reicher

 
	
  

 	
  

 	
 Richard
 Bernstein

 
	
  

 	
 Telephone:

 	
 CR:
 212-984-8281

 
	
  

 	
  

 	
 RB:
 212-984-8215

 
	
  

 	
 Facsimile:

 	
 212-984-8040

 













	
  

 
	

 


 
	
 
AGREEMENT OF LEASE

 
	
  

 
	
 between

 
	
  

 
	
 ONE PARK AVENUE TENANT LLC

 
	
  

 
	
 Landlord

 
	
  

 
	
 and

 
	
  

 
	
 COTY INC.

 
	
  

 
	
 Tenant

 
	
  

 
	
 FOURTH AND FIFTH FLOORS

 
	
 One Park Avenue

 
	
 New York, New York

 
	
  

 
	
 Squadron, Ellenoff, Plesent &
 Sheinfeld, LLP

 
	
 551 Fifth Avenue

 
	
 New York, New York 10176



 
	

 


 









TABLE
OF CONTENTS


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Page

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
 Article 1

 	
  

 	
  

 
	
 Demise, Premises, Term, Rent

 	
  

 	
 -
 2 -

 
	
  

 	
  

 	
  

 
	
 Article 2

 	
  

 	
  

 
	
 Use and Occupancy

 	
  

 	
 -
 4 -

 
	
  

 	
  

 	
  

 
	
 Article 3

 	
  

 	
  

 
	
 Alterations

 	
  

 	
 -
 7 -

 
	
  

 	
  

 	
  

 
	
 Article 4

 	
  

 	
  

 
	
 Repairs-Floor Load

 	
  

 	
 -14
 -

 
	
  

 	
  

 	
  

 
	
 Article 5

 	
  

 	
  

 
	
 Window Cleaning

 	
  

 	
 -
 16 -

 
	
  

 	
  

 	
  

 
	
 Article 6

 	
  

 	
  

 
	
 Requirements of Law

 	
  

 	
 -16
 -

 
	
  

 	
  

 	
  

 
	
 Article 7

 	
  

 	
  

 
	
 Subordination

 	
  

 	
 -
 17 -

 
	
  

 	
  

 	
  

 
	
 Article 8

 	
  

 	
  

 
	
 Rules and Regulations

 	
  

 	
 -
 20 -

 
	
  

 	
  

 	
  

 
	
 Article 9

 	
  

 	
  

 
	
 Insurance; Property Loss or Damage; Reimbursement

 	
  

 	
 -
 21 -

 
	
  

 	
  

 	
  

 
	
 Article 10

 	
  

 	
  

 
	
 Destruction-Fire or Other Cause

 	
  

 	
 -
 23 -

 
	
  

 	
  

 	
  

 
	
 Article 11

 	
  

 	
  

 
	
 Eminent Domain

 	
  

 	
 -
 26 -

 
	
  

 	
  

 	
  

 
	
 Article 12

 	
  

 	
  

 
	
 Assignment, Subletting, Mortgage, Etc.

 	
  

 	
 -
 28 -

 
	
  

 	
  

 	
  

 
	
 Article 13

 	
  

 	
  

 
	
 Electricity

 	
  

 	
 -
 40 -

 
	
  

 	
  

 	
  

 
	
 Article 14

 	
  

 	
  

 
	
 Access to Premises

 	
  

 	
 -
 43 -

 
	
  

 	
  

 	
  

 
	
 Article 15

 	
  

 	
  

 
	
 Certificate of Occupancy

 	
  

 	
 -
 45 -

 


I - 1









	
  

 	
  

 	
  

 
	
 Article 16

 	
  

 	
  

 
	
 Conditions of Limitation

 	
  

 	
 -
 46 -

 
	
  

 	
  

 	
  

 
	
 Article 17

 	
  

 	
  

 
	
 Remedies and Damages

 	
  

 	
 -
 51 -

 
	
  

 	
  

 	
  

 
	
 Article 18

 	
  

 	
  

 
	
 Fees and Expenses

 	
  

 	
 -
 54 -

 
	
  

 	
  

 	
  

 
	
 Article 19

 	
  

 	
  

 
	
 No Representations by Landlord; Delivery of Premises

 	
  

 	
 -
 54 -

 
	
  

 	
  

 	
  

 
	
 Article 20

 	
  

 	
  

 
	
 End of Term

 	
  

 	
 -
 55 -

 
	
  

 	
  

 	
  

 
	
 Article 21

 	
  

 	
  

 
	
 Quiet Enjoyment

 	
  

 	
 -
 56 -

 
	
  

 	
  

 	
  

 
	
 Article 22

 	
  

 	
  

 
	
 Possession

 	
  

 	
 -
 56 -

 
	
  

 	
  

 	
  

 
	
 Article 23

 	
  

 	
  

 
	
 No Waiver

 	
  

 	
 -
 56 -

 
	
  

 	
  

 	
  

 
	
 Article 24

 	
  

 	
  

 
	
 Affirmative Waivers

 	
  

 	
 -
 57 -

 
	
  

 	
  

 	
  

 
	
 Article 25

 	
  

 	
  

 
	
 Inability to Perform

 	
  

 	
 -
 57 -

 
	
  

 	
  

 	
  

 
	
 Article 26

 	
  

 	
  

 
	
 Bills and Notices

 	
  

 	
 -
 58 -

 
	
  

 	
  

 	
  

 
	
 Article 27

 	
  

 	
  

 
	
 Escalation

 	
  

 	
 -
 59 -

 
	
  

 	
  

 	
  

 
	
 Article 28

 	
  

 	
  

 
	
 Services

 	
  

 	
 -
 67 -

 
	
  

 	
  

 	
  

 
	
 Article 29

 	
  

 	
  

 
	
 Partnership Tenant

 	
  

 	
 -
 71 -

 
	
  

 	
  

 	
  

 
	
 Article 30

 	
  

 	
  

 
	
 Vault Space

 	
  

 	
 -
 72 -

 
	
  

 	
  

 	
  

 
	
 Article 31

 	
  

 	
  

 
	
 Security Deposit

 	
  

 	
 -
 72 -

 


- 2 -









	
  

 	
  

 	
  

 
	
 Article 32

 	
  

 	
  

 
	
 Captions

 	
  

 	
 -
 75 -

 
	
  

 	
  

 	
  

 
	
 Article 33

 	
  

 	
  

 
	
 Parties Bound

 	
  

 	
 -
 75 -

 
	
  

 	
  

 	
  

 
	
 Article 34

 	
  

 	
  

 
	
 Broker

 	
  

 	
 -
 75 -

 
	
  

 	
  

 	
  

 
	
 Article 35

 	
  

 	
  

 
	
 Indemnity

 	
  

 	
 -
 75 -

 
	
  

 	
  

 	
  

 
	
 Article 36

 	
  

 	
  

 
	
 Adjacent Excavation-shoring

 	
  

 	
 -
 77 -

 
	
  

 	
  

 	
  

 
	
 Article 37

 	
  

 	
  

 
	
 Miscellaneous

 	
  

 	
 -
 77 -

 
	
  

 	
  

 	
  

 
	
 Article 38

 	
  

 	
  

 
	
 Rent Control

 	
  

 	
 -
 81 -

 
	
  

 	
  

 	
  

 
	
 Article 39

 	
  

 	
  

 
	
 Landlord’s Right to Perform Tenant’s Obligations

 	
  

 	
 -
 82 -

 
	
  

 	
  

 	
  

 
	
 Article 40

 	
  

 	
  

 
	
 Building Directory

 	
  

 	
 -
 82 -

 
	
  

 	
  

 	
  

 
	
 Article 41

 	
  

 	
  

 
	
 Landlord’s Contribution

 	
  

 	
 -
 82 -

 
	
  

 	
  

 	
  

 
	
 Article 43

 	
  

 	
  

 
	
 Right of First Offer

 	
  

 	
 -
 90 -

 
	
  

 	
  

 	
  

 
	
 Article 44

 	
  

 	
  

 
	
 Option Space

 	
  

 	
 -
 92 -

 
	
  

 	
  

 	
  

 
	
 Appendix to Lease

 	
  

 	
  

 
	
 Definitions

 	
  

 	
 -i-

 
	
  

 	
  

 	
  

 
	
 Schedule A

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Premises

 	
  

 	
 A
 – 1

 
	
  

 	
  

 	
  

 
	
 Schedule B

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Rules and Regulations

 	
  

 	
 B
 – 1

 


- 3 -









	
  

 	
  

 	
  

 
	
 Schedule C

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Contractor List

 	
  

 	
 C
 – 1

 
	
  

 	
  

 	
  

 
	
 Schedule D

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Landlord’s Work

 	
  

 	
 D
 - 1

 
	
  

 	
  

 	
  

 
	
 Schedule E

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 HVAC Specifications

 	
  

 	
 E
 – 1

 
	
  

 	
  

 	
  

 
	
 Schedule F

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Cleaning Specifications

 	
  

 	
 F
 – 1

 
	
  

 	
  

 	
  

 
	
 Schedule G-1

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Subordination, Non-Disturbance and Attornment Agreement

 	
  

 	
 G
 – 1

 
	
  

 	
  

 	
  

 
	
 Schedule G-2

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Subordination, Non-disturbance and Attornment Agreement

 	
  

 	
 G
 – 2

 
	
  

 	
  

 	
  

 
	
 Schedule H

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Construction Procedures

 	
  

 	
 H
 – 1

 
	
  

 	
  

 	
  

 
	
 Schedule I

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Plaque Specifications

 	
  

 	
 I
 - 1

 


- 4 -





          AGREEMENT
OF LEASE, made
as of the 29th day of October, 1999, between Landlord and Tenant.


W I T N
E S S T H :


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


          Except as
otherwise provided, capitalized terms herein shall have the meaning set forth
in the Appendix to Lease attached hereto and made a part hereof.


ARTICLE 1

DEMISE, PREMISES, TERM, RENT


          Section
1.1 Landlord hereby leases to
Tenant and Tenant hereby hires from Landlord the Premises, upon and subject to
the terms, covenants, provisions and conditions of this Lease, for the Term to
commence on the Commencement Date and to end on the Expiration Date.


          Section
1.2 The Premises shall be leased at
an annual rent (the “Fixed
Rent”) equal to:


          (A)
for the period commencing on the Commencement Date (but subject to the terms
and conditions of Section 1.3(B)) and ending on the day prior to the
second (2nd) anniversary of the Rent Commencement Date, Three Million Five
Hundred Thousand and 00/100 Dollars ($3,500,000) per annum, payable in twelve
equal monthly installments of Two Hundred Ninety One Thousand Six Hundred
Sixty-Six and 66/00 Dollars ($291,666.66).


          (B)
for the period commencing on the second (2nd) anniversary of the Rent
Commencement Date and ending on the day prior to the fifth (5th) anniversary of
the Rent Commencement Date, Three Million Six Hundred Thousand and 00/100
Dollars ($3,600,000) per annum, payable in twelve equal monthly installments of
Three Hundred Thousand and 00/100 Dollars ($300,000.00).


          (C)
for the period commencing on the fifth (5th) anniversary of the Rent
Commencement Date and ending on the day prior to the seventh (7th) anniversary
of the Rent Commencement Date, Three Million Eight Hundred Thousand and 00/100
Dollars ($3,800,000) per annum, payable in twelve equal monthly installments of
Three Hundred Sixteen Thousand Six Hundred Sixty-Six and 66/100 Dollars ($316,666.66).


          (D)
for the period commencing on the seventh (7th) anniversary of the Rent
Commencement Date and ending on the day prior to the tenth (10th) anniversary
of the Rent Commencement Date, Three Million Nine Hundred Thousand and 00/100
Dollars ($3,900,000) per annum, payable in twelve equal monthly installments of
Three Hundred Twenty-Five Thousand and 00/100 Dollars ($325,000.00).


- 2 -





          (E) for the
period commencing on the tenth (10th) anniversary of the Rent Commencement Date
and ending on the Fixed Expiration Date, Four Million and 00/100 Dollars ($4,000,000) per
annum, payable in twelve equal monthly installments of Three Hundred
Thirty-Three Thousand Three Hundred Thirty-Three and 33/100 Dollars ($333,333.33).


          Section 1.3 (A) Tenant shall pay
the aforesaid Fixed Rent in lawful money of the United States which shall be
legal tender for payment of all debts and dues, public and private, at the time
of payment, in equal monthly installments in advance as aforesaid, on the first
(1st) day of each calendar month during the Term commencing on the Rent
Commencement Date, at the office of Landlord or such other place as Landlord
may designate. Tenant covenants and agrees to pay all Fixed Rent, Escalation
Rent and Additional Rent in accordance with the terms of this Lease. Tenant
shall pay all such Fixed Rent, Escalation Rent and Additional Rent promptly
when due, without notice or demand therefor and without any set-off, offset,
credit, abatement or deduction of any kind whatsoever. Fixed Rent and
Escalation Rent shall be payable when due either by (x) wire transfer of funds to an account
designated from time to time by Landlord or (y) a check drawn on a bank which
is a member of the New York Clearing House Association or a successor thereto
delivered to Landlord’s office as aforesaid.


          (B)
Notwithstanding the foregoing provisions of this Lease, provided no Event of Default
shall have occurred and be continuing under this Lease, the Fixed Rent due and
payable pursuant to Section 1.2 hereof shall be abated for the eight month
period (the “Abatement Period”) beginning on the Commencement Date and
ending on the day immediately before the date which is eight months after the
Commencement Date, but there shall be no other abatements of Rental during the
Term except as in this Lease specifically provided. The date immediately
following the expiration of the Abatement Period is herein called the “Rent
Commencement Date.”


          Section 1.4 No payment by Tenant or receipt or acceptance by Landlord of a lesser
amount than the correct Fixed Rent, Escalation Rent or Additional Rent shall be
deemed to be other than a payment on account, nor shall any endorsement or
statement on any check or any letter accompanying any check or payment be
deemed an accord and satisfaction, and Landlord may accept such check or
payment without prejudice to Landlord’s right to recover the balance or pursue
any other remedy in this Lease or at law provided.


          Section 1.5 If any of the Fixed Rent,
Escalation Rent or Additional Rent due and payable under the terms and
provisions of this Lease shall be or become uncollectible, reduced or required
to be refunded because of any act or law enacted by a Governmental Authority,
Tenant shall enter into such agreement (s) and take such other steps (without
additional material expense to Tenant) as Landlord may reasonably request and
as may be legally permissible to permit Landlord to collect the maximum rents
which from time to time during the continuance of such legal rent restriction
may be legally permissible


- 3 -





(but
not in excess of the amounts reserved therefor under this Lease). Upon the
termination of such legal rent restriction, (a) the Fixed Rent, Escalation Rent
and/or Additional Rent shall become and thereafter be payable in accordance
with the amounts reserved herein for the periods following such termination,
and (b) Tenant shall pay to Landlord promptly upon being billed, to the maximum
extent legally permissible, an amount equal to (i) the Fixed Rent, Escalation
Rent and/or Additional Rent which would have been paid pursuant to this Lease
but for such legal rent restriction less (ii) the Fixed Rent, Escalation Rent
and/or Additional Rent paid by Tenant, or received by Landlord with respect to
the Premises, during the period such legal rent restriction was in effect.


          Section 1.6 Escalation Rent and all other Additional Rent of every kind shall be
paid at the times and in the manner set forth in this Lease and shall be deemed
to be rent, and Tenant’s failure to pay same shall be considered a failure to
pay rent hereunder, and Landlord shall be entitled to all rights and remedies
provided herein or by law or in equity in connection therewith. Any Rent or
damages payable under this Lease and not paid when due shall bear interest at
the Applicable Rate from the due date until paid, and the interest shall be
deemed Additional Rent. If Tenant is in arrears in the payment of Rent, Tenant
waives Tenant’s right, if any, to designate the items against which any
payments made by Tenant are to be credited, and Landlord may apply any payments
made by Tenant to any items Landlord sees fit, regardless of any
request by Tenant. Except as otherwise specified in this Lease, all Additional
Rent shall be due and payable by Tenant within thirty (30) days after Landlord
has rendered its bill therefor.


ARTICLE 2

USE AND OCCUPANCY


          Section 2.1 (A) Tenant shall use and occupy
the Premises for executive, administrative and general offices and for other
ancillary legal office uses related to Tenant’s business activities which do
not violate the certificate of occupancy for the Building or any Requirement of
Law and are consistent with other office buildings of similar type and
character, and for no other purpose, and which ancillary uses shall include (1)
showrooms for product demonstrations; (2) one or more Dwyer Units for the
exclusive use of Tenant; (3) the sale, by vending machines, exclusively to
Tenant and its guests (but not to other persons) of soft drinks, food, candy
and cigarettes; (4) facilities for photographic, multilith and multigraph
reproductions and offset, laser or other types of printing in connection with
the business of Tenant and Tenant’s marketing efforts, including the production
of reproduced and printed material for or on behalf of Tenant and its
customers, provided such activities do not cause any excessive noise or noxious
smells in the Premises or the Building or otherwise cause a nuisance to or
interfere with the occupancy of other tenants or occupants in the Building; (5)
data processing and word processing in connection with the business of Tenant,
including data and word processing for or on behalf of Tenant and any of its
customers as set forth herein; (6) video display and/or screening and/or media
rooms exclusively for the use of Tenant and its customers, provided that this
clause (6) shall not be deemed to permit an auditorium or other assembly
space which would require the issuance of a public assembly or other permit
(unless Tenant pays any and all costs in connection with obtaining such
permit); (7)


- 4 -






conference
rooms; (8) classrooms for training and/or presentations exclusively for the use
of Tenant and its customers; (9) executive placement services and travel agency
activities, in each case provided exclusively for Tenant and its customers;
(10) a medical and/or nurse’s office, in each case provided exclusively for
Tenant; and (11) lavatories, sink rooms and shower services, in each case
provided exclusively for the use of Tenant and its customers. In addition to
the requirements for ancillary uses set forth above, with respect to each Dwyer
Unit, Tenant shall (i) cause all food preparation areas to be properly
ventilated so that no odor shall emanate from the Premises to any other portion
of the Building, (ii) bag all wet garbage and place the same in containers that
prevent the escape of odor, (iii) have adequate drainage and exhaust systems
which shall extend and vent to the exterior of the Building pursuant to plans
and specifications acceptable to Landlord, (iv) keep and maintain each Dwyer
Unit in a clean and sanitary condition, free of vermin and refuse, and contract
directly with the cleaning company servicing the Building for the removal of
all refuse and garbage occasioned thereby and (v) at Landlord’s option, have
one or more water meters installed, at Tenant’s expense, to measure Tenant’s
use of water in the Dwyer Unit. The foregoing shall not be construed to permit
Tenant to use any Dwyer Unit for purposes of operating a restaurant or
otherwise dispensing food to the general public. All of the provisions of this
Lease shall be applicable to the installation, maintenance and operation of the
Dwyer Units.


          (B) As a
further clarification of the provisions of Section 2.1 (A), Tenant shall
not use the Premises or any part thereof, or permit the Premises or any part
thereof to be used (1) except as specifically provided in Section 2.1 (A)(4),
for the business of photographic, multilith or multigraph reproductions or
offset printing; (2) for a banking, trust company, depository, guarantee or
safe deposit business (other than a cashier’s window provided exclusively for
Tenant’s employees); (3) as a savings bank, a savings and loan association, or
as a loan company; (4) for the sale of travelers checks, money orders, drafts,
foreign exchange or letters of credit or for the receipt of money for
transmission; (5) as a stockbroker’s or dealer’s office or for the underwriting
or sale of securities; (6) by the United States government, the City or State
of New York, any foreign government, the United Nations or any agency or
department of any of the foregoing; (7) for the preparation, dispensing or
consumption of food or beverages in any manner whatsoever, except for the
consumption by Tenant’s officers, employees and business guests; (8) as an
employment agency, executive search firm or similar enterprise, labor union,
travel agency, school, or vocational training center (except for the training
of employees of Tenant intended to be employed at the Premises for the conduct
of Tenant’s business); (9) as a barber shop or beauty salon; (10) as a
physician’s office or dentist’s office or any other medical use; (11) as a drug
rehabilitation clinic; (12) as an off-track betting or other betting
establishment; (13) any charitable, religious, union or other not-for-profit
organization or any tax exempt entity within the meaning of Section 168(h)(2)
of the Internal Revenue Code of 1986, as amended; (14) the conduct of obscene,
pornographic or similar or dissimilar disreputable activities or for any
unlawful use or for any dangerous or noxious trade or business; or (15) for any
purpose which would require a “special permit” as such term is defined in the
Zoning Regulation of the City of New York, as the same may be amended from time
to time.


- 5 -





          Section 2.2 Tenant shall, at its sole cost and expense, obtain and maintain all
necessary licenses and permits from Governmental Authorities for the operation
of its business in the Premises and shall at all times fully comply with their
terms and provisions, but nothing contained herein shall make the issuance of
any such permit or license a precondition to the effectiveness of this Lease.
Additionally, should Alterations or Tenant’s use of the Premises require any
modification or amendment of any certificate of occupancy for the Building
(including such modification of the certificate of occupancy for the Building
as may be necessary for Tenant to occupy the Premises), Tenant shall, at its
expense, take all actions necessary in order to enable Landlord to procure any
such modification or amendment and shall reimburse Landlord (as Additional
Rent) for all costs and expenses Landlord incurs in connection with said
modifications or amendments. The foregoing provisions are not intended to be
deemed Landlord’s consent to any Alterations or to a use of the Premises not
otherwise permitted hereunder nor to require Landlord to consent to any work
requiring such modifications or amendments of any certificate of occupancy, or
to effect such modifications or amendments of any certificate of occupancy.


          Section 2.3 Tenant and its agents, employees, invitees and contractors shall not
use, handle, manufacture, store or dispose of any Hazardous Materials on, under
or about the Premises (except cleaning fluids of a type customarily used by
tenants occupying space comparable to the Premises and used by Tenant for
purposes of cleaning and maintaining the Premises (“Permitted Materials”),
which Permitted Materials shall be used, handled, stored and disposed of in
accordance with all Requirements of Law and otherwise in a safe manner). If
Landlord believes that the Premises have become contaminated with any Hazardous
Materials, Landlord, in addition to its other rights under this Lease, may,
upon reasonable notice, enter upon the Premises and obtain samples from the
Premises, for the purposes of analyzing the same to determine whether and to
what extent the Premises have become so contaminated and Tenant shall reimburse
Landlord for the cost of such inspection, sampling and analysis. Tenant shall
also reimburse Landlord for the costs of such inspection, sampling and analysis
conducted in other portions of the Building if Hazardous Materials are present
therein due to Tenant’s or its agents’, employees’, invitees’ or contractors’
acts or negligent or wrongful omissions. If Landlord reasonably determines that
the Premises or the Building are so contaminated, then, upon Landlord’s
request, Tenant shall, at its sole cost and expense, immediately remove such
Hazardous Materials in compliance with all Requirements of Law and to the
reasonable satisfaction of Landlord. Notwithstanding the foregoing provisions
of this Section 2.3, Tenant shall have the right to use and store perfume,
fragrances and other cosmetic samples on the Premises in connection with
Tenant’s business, provided, that (i) such products shall not be Hazardous
Materials as defined under this Lease, other than being more flammable than
ordinary office products, (ii) Tenant shall use and store such products in
properly ventilated areas so that no odor shall emanate from the Premises to
any other portion of the Building and (iii) Tenant shall dispose of all refuse
with respect to such products in containers that prevent the escape of odor.


          Section 2.4 Notwithstanding anything in this Lease to the contrary, Tenant shall
not use or permit the use of the Premises or any part thereof in any way which
would violate any of the covenants, agreements, terms, provisions and
conditions of this Lease or any


- 6 -





Requirement
of Law or for any unlawful purposes or in any unlawful manner or in violation
of any certificate of occupancy for the Building or the Premises, and Tenant
shall not permit the Premises or any part thereof to be used in any manner or
anything to be done, brought into or kept therein which, (i) in Landlord’s sole
determination, shall impair or interfere with (x) the exterior appearance of
the Building or the Premises, or (y) any
of the Building Systems, the Basic Construction of the Building or the proper
and economic cleaning or other servicing of the Building or the Premises or (z)
the use of any of the other areas of the Building by, or occasion discomfort,
inconvenience or annoyance to, any of the other tenants or occupants of the
Building, or (ii) in Landlord’s reasonable determination, impair or interfere
with the character or reputation of the Building as a first class office
Building. Tenant shall not use or permit the use of the Premises in any way
which in the reasonable determination of Landlord would create a nuisance,
public or private, or which might cause injury to the Building or the Premises
or any Building Systems or to any person or property, or which would discharge
fumes, vapors or odors outside the Premises.


ARTICLE 3

ALTERATIONS


          Section 3.1 (A) Tenant shall not make any Alterations of any kind without
Landlord’s prior consent. Landlord agrees not to unreasonably withhold or delay
its consent to any proposed nonstructural Alterations, provided and on
condition that such Alterations, in Landlord’s reasonable determination (i) do
not affect any part of the Building, (including, but not limited to, the
Building Systems, Basic Construction of the Building and the exterior of the
Building) other than the Premises, (ii) do not adversely affect any service
required to be furnished by Landlord to Tenant or to any other tenant or
occupant of the Building, (iii) do not reduce the value or utility of the
Building, (iv) do not affect any certificate of occupancy for the Building or
the Premises, (v) do not impair or adversely affect the character or reputation
of the Building and (vi) are in conformance with commercially accepted
standards applicable to other buildings of similar type and character in the
Borough of Manhattan. Tenant may make Decorative Alterations and Minor HVAC
Alterations in and to the Premises without the consent of Landlord provided
that Tenant delivers notice thereof to Landlord at least five (5) days prior to
the commencement thereof, including plans and specifications, if any, or
reasonably detailed proposals of Tenant’s contractor which shall contain
substantially complete information and, if available, dimensions, with respect
to such Decorative Alterations and Minor HVAC Alterations, and if Tenant shall
otherwise conform to the requirements of this Article 3, including
without limitation the insurance requirements under Section 3.1 (B).


          (B) (1)
Prior to making any Alterations, including without limitation the Initial
Alterations, Tenant shall (i) at least thirty (30) days prior to making any of
same, submit to Landlord detailed plans and specifications (including without
limitation layout, architectural, mechanical and structural drawings) for each
proposed Alteration and shall not commence any such Alteration without first
obtaining Landlord’s approval of such plans and specifications, which, in the
case of nonstructural Alterations meeting the criteria set forth in Section
3.1 (A), shall not be unreasonably withheld or delayed, (ii) at Tenant’s expense, obtain all permits,
approvals and certificates required by any Governmental Authority and furnish
copies thereof to Landlord promptly after obtaining same, and (iii) furnish to
Landlord duplicate original policies or certificates thereof of worker’s
compensation (covering all persons to be employed by Tenant and Tenant’s contractors
in connection with such Alterations),


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employer’s
liability coverage including bodily injury caused by disease with limits of not
less than $250,000 per employee (or such greater amount as shall be designated
by Landlord), commercial public liability insurance (including property damage coverage and broad form
contractual coverage and personal injury) with a combined single limit per
occurrence of not less than $5,000,000 (which amount shall be increased in the
same manner as the $5,000,000 amount is increased pursuant to Section 9.2),
and Builder’s Risk Insurance on an “all risk” basis for full replacement value,
in such form, with such companies and for such periods as Landlord may approve,
in its reasonable discretion, naming Landlord and its agents, the other
Indemnitees, any Lessor and any Mortgagee, as additional insureds; such
policies to be primary in coverage to the full extent thereof without
contribution from any insurance which may be carried by Landlord or its agents
or any of the other Indemnitees. All such policies (and certificates) shall
indicate that they may not be canceled without at least thirty (30) days prior
written notice of cancellation to Landlord, Agent, any Lessor and any
Mortgagee. Promptly following completion of such Alterations, Tenant, at
Tenant’s sole expense, shall obtain certificates of final approval of such
Alterations required by any Governmental Authority and shall furnish Landlord
with copies thereof. All Alterations shall be made and performed in a good and
workmanlike manner strictly in accordance with the plans and specifications
therefor as approved by Landlord, all Requirements of Law 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 new and of first quality
and no such materials or equipment (other than Tenant’s Property) shall be
subject to any lien, encumbrance, chattel mortgage or title retention or
security agreement. In addition, no Alterations (with the exception of the
Initial Alterations) at a cost for labor and materials (as reasonably estimated
by Landlord’s architect, engineer or contractor) in excess of Five Hundred
Thousand and 00/100 Dollars
($500,000.00) either individually or in the aggregate with any other
Alterations constructed in any twelve (12) month period, but specifically
excluding costs for labor and materials regarding Decorative Alterations, shall
be undertaken prior to Tenant’s delivering to Landlord (i) a performance and payment
bond (issued by a surety company and in form satisfactory to Landlord in its
reasonable discretion), in an amount equal to One Hundred Twenty Five Percent
(125%) of such estimated cost, or (ii) such other security as shall be
satisfactory to Landlord in its reasonable discretion. Notwithstanding the
foregoing, Landlord shall not require a payment and performance bond or other
security with respect to any Alterations to be performed by Tenant with respect
to any Extension Space, Option Space, or Offering Space, provided, that, at the
time of the commencement of such Alterations, Tenant shall have met the
Financial Requirements.


          (2)
Landlord reserves the right to disapprove any plans and specifications in part,
to reserve approval of items shown thereon pending its review and approval of
other plans and specifications, to condition its approval upon Tenant making
revisions to the plans and specifications or supplying additional information,
and, to the


- 8 -





extent
any Alterations require a modification of any certificate of occupancy for the
Building, to condition its approval of any such Alterations on (i) Landlord
having the right to cause all or any portion of the applications to be filed
with the New York City Building Department or any other Governmental Authority
having jurisdiction with respect to such Alterations, at Tenant’s sole cost and
expense, by persons having experience in such filings designated by Landlord,
with Tenant’s approval, not to be unreasonably withheld or delayed and (ii)
Landlord having the right to perform, at Tenant’s sole cost and expense, all
work required to be performed outside of the Premises in order to comply with
the requirements of the New York City Building Department and any other
Governmental Authority having jurisdiction to obtain such modified certificate
of occupancy. Tenant agrees that any review or approval by Landlord of any
plans and/or specifications with respect to any Alterations is solely for
Landlord’s benefit, and without any representation or warranty whatsoever to
Tenant or any other Person with respect to adequacy, correctness or efficiency
thereof or otherwise.


          (C)
Notwithstanding anything to the contrary contained in this Lease, with respect
to the Initial Alterations, Landlord, within ten (10) Business Days following
Landlord’s receipt of the plans and specifications therefor as required under Section
3.1 (B)(1), shall approve, disapprove or otherwise act with respect to such
plans and specifications as provided under Section 3.1 (B)(2). If
Landlord rejects the plans and specifications for the Initial Alterations, in
whole or in part, Landlord shall specify in reasonable detail the changes that
will be required in such plans and specifications for the Initial Alterations
in order to obtain Landlord’s approval. Landlord shall approve, disapprove or
otherwise act with respect to any resubmissions of such plans and
specifications for the Initial Alterations within five (5) Business Days after
receipt by Landlord. If Landlord shall fail to approve, disapprove or otherwise
respond as contemplated under Section 3.1 (B)(2) with respect to
Tenant’s plans and specifications within the ten (10) Business Day time period
set forth above, or within the five (5) Business Day time period for resubmissions
set forth above, Landlord shall be deemed to have approved such plans and
specifications or resubmissions, as applicable, provided Landlord fails to
approve, disapprove or otherwise respond as contemplated under Section 3.1
(B)(2) within two (2) Business Days after receipt of an additional written
notice from Tenant to Landlord that requests approval of such plans and
specifications and specifically refers to the provisions of this Section 3.1
(C) and states that such consent will be deemed given upon Landlord’s
failure to respond within such two (2) Business Day period. 


          (D) Tenant
shall be permitted to perform Alterations during the hours of 8:00 A.M. to
6:00 P.M. on Business Days, and during such other hours as Landlord shall
approve, and provided that in all events such work shall not, in Landlord’s
reasonable discretion, materially interfere with or interrupt the operation and
maintenance of the Building or materially interfere with or interrupt the use
and occupancy of the Building by other tenants of the Building. All Alterations
in and to the Premises which may be made by Tenant and which are of a permanent
nature and cannot be removed without damage to the Premises or the Building
shall become and be the property of Landlord upon the Expiration Date and shall
be surrendered to Landlord with the Premises as a part thereof. All Tenant’s
Property installed by Tenant or its equipment lessors, subtenants,


- 9 -





concessionaires
or licensees shall remain the property of Tenant and such lessors, subtenants,
concessionaires and licensees, as the case may be, and, upon the Expiration
Date or at any time during the Term, but subject to the rights of equipment
lessors and lienors under Section 3.7, may be removed from the Premises
by Tenant at Tenant’s option (with the exception of raised flooring and
supplemental air-conditioning-related ductwork distribution and condenser water
piping which, at Landlord’s election, shall remain upon the Premises and become
the property of Landlord upon the expiration or sooner termination of the
Term), except that all of Tenant’s Property which constitutes movable personal
property shall in all events be so removed. Tenant shall repair and restore in
a good and workmanlike manner any damage to the Premises or the Building caused
by such removal. Notwithstanding the foregoing, Landlord, upon notice given at
least thirty (30) days prior to the Expiration Date or upon such shorter notice
as is reasonable under the circumstances upon the expiration of the Term, may
require Tenant to remove any Alterations or Tenant’s Property, and to repair
and restore in a good and workmanlike manner any damage to the Premises or the
Building caused by such removal to the condition the Premises would have been
in immediately prior to such removal had they been designed and constructed
initially without having to accommodate or include such portion of Tenant’s
Property or Tenant’s Alterations being so removed. In such event, Tenant shall
prior to the Expiration Date, at Tenant’s expense, remove all such Alterations
or Tenant’s Property from the Premises and make all such repairs as required by
Landlord. Notwithstanding the foregoing, at the time of the request for
Landlord’s consent to the Initial Alterations or any other Alterations, Tenant
may make written request to Landlord that any or all of such Alterations for
which consent is sought not be required to be removed prior to the Expiration
Date, which written request shall specifically refer to the provisions of this Section
3.1(D), and Landlord shall advise Tenant at the time that such consent is
given whether any such Alterations must be removed prior to the Commencement
Date in connection with its approval of the plans and specifications therefor.
If Landlord shall fail to so indicate in writing at or prior to the time of its
approval or deemed approval of the plans and specifications therefor, Landlord
shall be deemed to have approved such request and Tenant shall not be required
to remove such Alterations, provided Landlord fails to approve or disapprove
such request within two Business Days after receipt of an additional written
notice from Tenant to Landlord that requests approval of such request,
specifically refers to this Section 3.1(D) and states that such consent
will be deemed given upon Landlord’s failure to respond within such two (2)
Business Day period.


          (E) (1) All
Alterations shall be performed by contractors, subcontractors or mechanics
approved by Landlord. Tenant has submitted a list (the “Contractor List”) to
Landlord (containing at least three (3) contractors, subcontractors, or
mechanics), the current version of which is attached hereto as Schedule C.
If Tenant engages any contractor set forth on the Contractor List, Tenant shall
not be required to obtain Landlord’s consent for such contractor unless, prior
to entering into a contract with such contractor or the commencement of work by
such contractor, Landlord shall notify Tenant that such contractor has been
removed from such list. Such Alterations shall also be performed under the
supervision of an architect and, if applicable, engineer, approved by Landlord,
and at Tenant’s sole cost and expense. Without limiting Landlord’s approval


- 10 -





right
as aforesaid, any such architect and engineer shall have at least ten (10)
years experience in providing such services to commercial buildings located in
the Borough of Manhattan. Tenant may prior or simultaneously with the execution
of this Lease with respect to Initial Alterations, and as part of its submission
of plans and specifications as provided in Section 3.1 (B)(1) with respect to
future Alterations, propose additional contractors, subcontractors and
mechanics to be added to the Contractor List, subject to the approval of
Landlord, which approval shall not be unreasonably withheld or delayed.


                    (2)
Notwithstanding the provisions of Section 3.1(B)(1), with respect to any
Alterations affecting the Class E System, Tenant shall be required to engage
Landlord’s Class E Contractor.


                    (3)
Tenant covenants and agrees to pay any contractor it engages the cost of the
work being performed by such contractor in stages as the work progresses
subject only to customary retentions and amounts being disputed in good faith.
In the event of any such dispute, Tenant shall furnish Landlord with all
information relating thereto as Landlord may reasonably request.


          (F) Tenant
shall not, at any time prior to or during the Term, directly or indirectly,
employ, or permit the employment of, any contractor, mechanic or laborer in the
Premises (whether or not Landlord’s approval is required or granted with
respect to such person), whether in connection with any Alterations or
otherwise, if such employment would interfere or cause any conflict with other
contractors, mechanics or laborers engaged in the Building. In the event of any
such interference or conflict, Tenant, upon demand of Landlord, shall cause all
contractors, mechanics or laborers causing such interference or conflict to leave
the Building immediately.


          (G) During
the progress of any Alterations, Landlord reserves the right to inspect all
work being performed in connection therewith, and Tenant agrees that Landlord
and its representatives shall be permitted access and an opportunity to inspect
such work at all reasonable times and upon reasonable notice, but this
provision shall in no event be deemed to impose an obligation on Landlord to so
inspect such work.


          (H) Subject
to the requirements of this Article 3 (other than the approval
requirement under Section 3.1(A) and Section 3.1(B)), Landlord
hereby approves Tenant’s construction of an internal stairway between the
fourth (4th) and fifth (5th) floors of the Premises as part of the Initial
Alterations in any of the proposed locations designated on the floor plan set
forth in Schedule A.


          Section 3.2 Tenant shall reimburse Landlord, as Additional Rent for the reasonable
out-of-pocket costs incurred by Landlord in connection with such Alterations
including, without limitation, the costs incurred by Landlord in reviewing the
plans and specifications and inspecting the work. In addition, Tenant shall pay
any reasonable fee charged by any Lessor or Mortgagee in reviewing the plans
and specifications of such Alterations or inspecting the progress of completion
of the same.


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          Section 3.3 (A) Promptly following the Commencement Date, but without relieving
Tenant of the other obligations in this Lease with which it must comply with
respect to the Initial Alterations, Tenant shall commence and with all due
diligence perform and complete the Initial Alterations. The Initial Alterations
shall be performed at Tenant’s sole cost and expense.


          (B) Within
thirty (30) days after completion of any Alterations, Tenant shall deliver to
Landlord general releases and waivers of lien from all contractors,
subcontractors and materialmen involved in the performance of the Alterations
and the materials furnished in connection therewith, and a certificate from
Tenant’s independent architect certifying that (i) the Alterations have been
completed substantially in accordance with the final plans and specifications
therefor, as approved by Landlord and (ii) all contractors, subcontractors and
materialmen have been paid for the Alterations and materials furnished through
such date.


          Section 3.4 All persons employed and materials used in connection with Alterations
shall be delivered to the Premises, and all debris and refuse which is
generated in connection with such Alterations shall be removed from the
Premises, through such elevator(s) as may be designated by Landlord from time
to time (the “Tenant Work Elevator”).


          Section 3.5 In connection with Alterations and any repairs of any kind or nature,
Tenant shall, at its sole cost and expense, strictly comply with all
Requirements of Law and all Construction Procedures. Landlord shall have the
right at all reasonable times, to monitor the subject work for compliance with
such Requirements of Law and Construction Procedures. If Landlord determines
that any of such Requirements of Law or Construction Procedures are not being
strictly complied with, Landlord may immediately require by notice to Tenant
the cessation of all work being performed in or around the Premises until such
time as Landlord is satisfied in its reasonable discretion that such
Requirements of Law or Construction Procedures will be observed. Landlord’s
monitoring of any work in or around the Premises shall not be deemed to be an
assumption of any obligation with respect to such work nor a certification by
Landlord of compliance with any applicable Requirements of Law or Construction
Procedures.


          Section 3.6 Any mechanic’s lien filed against the Premises or the Real Property for
work claimed to have been done for, or materials claimed to have been furnished
to, Tenant shall be discharged by Tenant within twenty (20) days after Tenant
shall have received notice thereof, at Tenant’s sole expense, by payment or
filing the bond required by law. In addition, Tenant, at its expense, shall
promptly procure the cancellation or discharge of all notices of violation
arising from or otherwise connected with Alterations, or any other work, labor,
services or materials done for or supplied to Tenant, or any person claiming
through or under Tenant, which shall be issued by the Department of Buildings
of the City of New York or any other Governmental Authority. Tenant shall
defend, indemnify and save harmless Landlord from and against any and all
mechanic’s and other liens and encumbrances filed in connection with
Alterations, or any other work, labor, services or materials done for or
supplied to Tenant, or any person claiming through


- 12 -





or
under Tenant, and against all costs, expenses and liabilities including without
limitation attorney’s fees and disbursements, incurred in connection with any
such lien or encumbrance or any action or proceeding brought thereon. If Tenant
shall fail to cause such lien to be discharged of record or bonded within the
period aforesaid, and if as a result of the filing of such lien, Landlord shall
have received a notice of default from any Lessor or Mortgagee, Landlord may,
but shall not be obligated to, discharge the same of record in any manner
permitted by law. Any amount so paid by Landlord, including all costs and
expenses (including, without limitation, attorneys’ fees and disbursements)
incurred by Landlord in connection therewith, together with interest thereon at
the Applicable Rate, from the date Landlord made such payment or incurred such
cost, shall constitute Additional Rent payable by Tenant under this Lease and
shall be paid by Tenant to Landlord on demand.


          Section 3.7 Tenant will promptly upon the completion of an Alteration deliver to Landlord
“as-built” drawings of any Alterations (with the exception of any Decorative
Alterations and Minor HVAC Alterations) Tenant has performed or caused to be
performed in the Premises.


          Section 3.8 In connection with the removal of any Tenant’s Property, Tenant shall
give Landlord five (5) Business Days’ prior notice of any severance of
connections to any of the Building Systems which may reasonably be expected to
adversely affect the operation thereof. At or before the Expiration Date, Tenant,
at it expense, shall remove from the Premises all of Tenant’s Property (except
such items thereof as Landlord shall have expressly permitted to remain at
Tenant’s request, which properly shall become the property of Landlord), and
Tenant shall repair any damage to the Premises or the Building resulting from
any installation and/or removal of Tenant’s Property. Any other items of
Tenant’s Property which shall remain in the Premises after the Expiration Date
may, at the sole option of Landlord, be deemed to have been abandoned, and in
such case such items may be retained by Landlord as its property or disposed of
by Landlord, at Tenant’s sole expense, without accountability, in such manner
as Landlord shall determine. Notwithstanding the foregoing, Tenant shall have
the right to remove (in which event it shall have the obligation to restore the
Premises to its prior condition, reasonable wear and tear and damage by
casualty excepted) or abandon at the end of the Term, in Tenant’s discretion,
all supplemental HVAC equipment paid for by Tenant.


          Section 3.9 Landlord shall provide to Tenant telephone closets or shaft space in
the core of the Building at the location described in the Telecommunications
Pathways Specifications for One Park Avenue prepared by Atkinson, Koven,
Feinberg Engineers, LLP, dated August 19, 1999, for the installation of two (2)
empty conduits with a diameter of four (4”) inches each for communication
risers from the street service entrance, as well as interconnection between the
floors on which the Premises are located. All risers, wiring and other
installations in such telephone closets or shaft space shall be subject to
Landlord’s consent as provided in this Article 3. Without limitation of
the generality of the foregoing, no such installations shall interfere with or
otherwise impair the functioning of any other risers, facilities or
installations of Landlord or of any other tenant.


- 13 -





ARTICLE 4

REPAIRS-FLOOR LOAD


          Section 4.1 Tenant, at Tenant’s
sole expense, shall maintain and take good care of the Independent Systems, the
Premises and the fixtures, equipment and appurtenances in the Premises and make
all repairs and replacements thereto as and when needed to preserve them in good working order and
condition, except for (a) reasonable wear and tear, obsolescence and damage for
which Tenant is not responsible pursuant to the provisions of Articles 10
and 11 and
(b) structural repairs to the Basic Construction of the Building (for which
Landlord shall be responsible except as hereinafter provided). Tenant shall
keep all interior glass, including, without limitation, windows, doors and
skylights, clean and in good condition and repair, and Tenant shall,
immediately replace any interior glass that may be damaged with glass of
substantially the same kind and quality. Notwithstanding the foregoing, all
damage or injury to the Premises or to any other part of the Building, or to
its fixtures, windows, equipment and appurtenances, whether requiring
structural or nonstructural repairs, caused by or resulting from the
carelessness, omission, neglect or improper conduct of, or Alterations made by,
Tenant or Tenant’s agents, employees, invitees or licensees, shall be repaired
at Tenant’s sole expense by Tenant to the satisfaction of Landlord in its
reasonable discretion (if the required repairs are within the Premises and do
not affect the Basic Construction of the Building), or by Landlord (if the
required repairs are outside the Premises and do not affect the Basic
Construction of the Building). Tenant shall also repair all damage to the
Building and the Premises caused by the moving of Tenant’s Property. All the
aforesaid repairs shall be of the same quality and class as similar buildings
in the Borough of Manhattan and shall be made in accordance with the provisions
of Article 3. If Tenant fails after thirty (30) days notice (or such
shorter period as may be required due to an emergency or as Landlord may be
limited to pursuant to any Superior Lease or Mortgage) to proceed with due
diligence to make repairs required to be made by Tenant, the same may be made
by Landlord at the expense of Tenant, and the expenses thereof incurred by
Landlord, with interest thereon at the Applicable Rate for the period
commencing on the date Landlord actually incurs such expenditures and ending on
the date of payment by Tenant, shall be paid to Landlord as Additional Rent
after rendition of a bill or statement therefor. Tenant shall give Landlord
immediate notice of any defective condition in any Building System located in,
servicing or passing through the Premises.


          Section 4.2 Tenant shall not place a load upon any floor in the Premises exceeding
the floor load per square foot area which it was designed to carry and which is
allowed by applicable Requirements of Law. Tenant shall not move any safe,
heavy machinery, heavy equipment, business machines, freight, bulky matter or
bulky or heavy fixtures into or out of the Building without Landlord’s prior
written consent in each instance, which consent shall not unreasonably be
withheld, and shall pay to Landlord all costs incurred by Landlord in
connection therewith. All work in connection therewith shall comply with all
applicable Requirements of Law and the Rules and Regulations, and shall be done
during such hours as Landlord may designate in its reasonable determination.
Business machines and mechanical equipment shall be placed and maintained by
Tenant at


- 14 -





Tenant’s
expense in settings sufficient in Landlord’s reasonable judgment to absorb and
prevent vibration, noise and annoyance to other tenants of the Building. There
shall be no allowance to Tenant for a diminution of rental value and no
liability on the part of Landlord by reason of inconvenience, annoyance or
injury to business arising from Landlord, Tenant or others making, or failing
to make, any repairs, alterations, additions or improvements in or to any
portion of the Building or the Premises, or in or to fixtures, ·appurtenances
or equipment thereof.


          Section 4.3 Landlord shall use its reasonable efforts to minimize interference
with Tenant’s use and occupancy of the Premises in making any repairs,
alterations, additions or improvements (including any of same made pursuant to Section
28.7); provided, however, that Landlord shall have no obligation to employ
contractors or labor at so called overtime or other premium pay rates or to
incur any other overtime costs or expenses whatsoever. The parties acknowledge
and agree that, in connection with any such repair, alteration, addition or
improvement to the Real Property, a so-called “sidewalk bridge” may be erected
by Landlord from time to time and the erection and maintenance of same shall
not constitute a breach of Landlord’s obligations hereunder.


          Section 4.4 Notwithstanding any other provisions of this Lease, if Landlord’s
failure to perform any repairs required to be performed by Landlord under this Article
4 or under Section 14(A)(i) or Landlord’s failure to provide
any services required to be provided by Landlord under Article 28,
renders any material portion of the Premises untenantable for a period of
twenty (20) consecutive Business Days after Tenant has given Landlord written
notice of such untenantability, and if such untenantability continues after the
end of said twenty (20) consecutive Business Day period, and such
untenantability does not otherwise result from Unavoidable Delays or the
negligence or willful misconduct by Tenant, or its agents, employees,
contractors or invitees, then provided that Tenant shall not have continued to
use the Premises or such portion thereof for the conduct of its business during
said period, the Fixed Rent, Escalation Rent and all other Additional Rent
payable hereunder shall be abated (proportionately based upon the portion of
the Premises rendered untenantable) for the period commencing on the
twenty-first (21st) consecutive Business Day of such untenantability after
Landlord’s receipt of such notice of untenantability and shall continue only
until the Premises or such portion thereof shall become tenantable again
regardless of any delay by Tenant in resuming the operation of its business.
For purposes of this Section 4.4, the term “material portion” shall mean
10,000 or more rentable square feet of the Premises.


ARTICLE 5

WINDOW CLEANING


          Tenant
shall not clean, nor require, permit, suffer or allow any window in the
Premises to be cleaned from the outside in violation of Section 202 of the
Labor Law, or any other Requirements of Law.


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ARTICLE 6

REQUIREMENTS OF LAW


          Section 6.1 Tenant, at Tenant’s sole cost and expense, shall comply with any and
all Requirements of Law applicable to the Premises and the use and occupancy of
the Premises by Tenant, including, without limitation, the making of Alterations
therein; provided, however, Tenant shall not be obligated to comply with any
Requirements of Law which are applicable to the Basic Construction of the
Building unless the application of such Requirements of Law arises from (w) a
condition which has been created by or at the request of Tenant, (x) Tenant’s
particular manner of use and occupancy of the Premises, (y) a breach of Tenant’s obligations under this
Lease or (z) the Initial Alterations or any other Alterations to the Premises.
Landlord shall (i) deliver the Premises substantially in compliance with all
Requirements of Law applicable to vacant, unoccupied space, (ii) deliver the
bathrooms constructed by Landlord substantially in compliance with all
applicable Requirements of Law and (iii) deliver and maintain those common
areas of the Building that affect Tenant’s occupancy of the Premises
substantially in compliance with all applicable Requirements of Law. Landlord
further covenants that, to the extent required by applicable Requirements of Law,
Landlord shall remove and/or encapsulate any asbestos at the Premises. Tenant
shall not do or permit to be done any act or thing upon the Premises which will
invalidate or be in conflict with a standard Insurance Services Office all-risk
insurance policy; and Tenant shall not do, or permit anything to be done in or
upon the Premises, or bring or keep anything therein, except as now or
hereafter permitted by the New York City Fire Department, New York Board of
Fire Underwriters, New York Fire Insurance Rating Organization or other
authority having jurisdiction and then only in such quantity and manner of
storage as not to increase the rate for fire insurance applicable to the
Building, or use the Premises in a manner which shall increase the rate of fire
insurance on the Building or on property located therein, over that in similar
type buildings or in effect on the Commencement Date. If by reason of Tenant’s
failure to comply with the provisions of this Article 6, the fire
insurance rate shall be higher than it otherwise would be, then Tenant shall
desist from doing or permitting to be done any such act or thing and shall
reimburse Landlord, as Additional Rent, within five (5) Business Days after
demand therefor by notice to Tenant, for that part of all fire insurance
premiums payable by Landlord which shall have been charged because of such
failure by Tenant. In the event that the premiums payable by Landlord under any
of the insurance policies covering the Real Property shall increase as a result
of Tenant’s use of the Premises, Tenant shall pay to Landlord, as Additional
Rent, after demand therefor by notice to Tenant, the amount of any such
increase payable by Landlord. In any action or proceeding wherein Landlord and
Tenant are parties, a schedule or “make up” of rates for the Building or the
Premises issued by the New York Fire Insurance Rating Organization or other
body fixing such fire insurance rates, shall be conclusive evidence of the
facts therein stated and of the several items and charges in the fire insurance
rates then applicable to the Building.


ARTICLE 7

SUBORDINATION


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          Section 7.1 (A) This Lease shall be subject and subordinate to each and every
Superior Lease and each and every Mortgage provided, that (i) Landlord shall
cause the current holder of the mortgage encumbering Landlord’s interest in the
Building, the current holder of the mortgage encumbering the Lessor’s fee
interest and the Lessor under the Superior Lease to execute and deliver to
Tenant a Subordination, Non-Disturbance and Attornment Agreement in the form
set forth in Schedule G-1 attached hereto, (ii) to the extent within six
(6) months after the Commencement Date, Landlord enters into a mortgage with
CDC Mortgage Capital, Inc. or its affiliate encumbering Landlord’s interest in
the Building and/or Lessor enters into a mortgage with CDC Mortgage Capital,
Inc. or its affiliate encumbering Lessor’s fee interest, Landlord shall cause
such Mortgagee to execute and deliver to Tenant a Subordination and
Non-Disturbance and Attornment Agreement substantially in the form set forth in
Schedule G-2 attached hereto and (iii) with respect to each future
Superior Lease or Mortgage, such subordination shall be contingent upon
Landlord obtaining and delivering to Tenant a subordination, non-disturbance
and attornment agreement from the Lessor under each Superior Lease and the
Mortgagee under each Mortgage on the then standard form of such Lessor or
Mortgagee (provided, however, that such form must contain only then industry
standard provisions), including without limitation the liability “carve-outs”
set forth in Section 7.1(B). This clause shall be self-operative and no
further instrument of subordination shall be required to make the interest of
any Lessor or Mortgagee superior to the interest of Tenant hereunder. Tenant,
however, shall, at Tenant’s sole cost and expense, execute and deliver within
ten (10) Business Days after request therefor any certificate or other
instrument in recordable form that Landlord or the holder of any Superior Lease
or Mortgage may reasonably request in confirmation of such subordination. If,
in connection with the financing of the Real Property, the Building or the
interest of the lessee under any Superior Lease, or if in connection with the
entering into of a Superior Lease, any lending institution or Lessor shall
request reasonable modifications of this Lease, Tenant shall enter into such
modifications provided that they do not (i) increase the monetary obligations
of Tenant under this Lease, except to a de minimis extent, or (ii) affect or
diminish the rights or increase the obligations of Tenant under this Lease in
any material respect or impair in any material respect the status and rights of
Tenant hereunder, absent the subordination hereinabove provided.


          (B) Except
to the extent contained in any applicable subordination, non-disturbance and
attornment agreement, neither any Mortgagee nor any Lessor, as the case may be,
nor anyone claiming by, through or under such Mortgagee or Lessor, as
applicable, including, without limitation, a purchaser at a foreclosure sale,
shall be:


                    (1)
liable for any act or omission of any prior landlord (including, without
limitation, the then defaulting landlord);


                    (2)
subject to any defense or offsets which Tenant may have against any prior
landlord (including, without limitation, the then defaulting landlord);


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                    (3)
bound by any payment of Rental which Tenant might have paid for more than the one
month to any prior landlord (including, without limitation, the than defaulting
landlord);


                    (4)
bound by any obligation to make any payment to Tenant which was required to be
made prior to the time such Mortgagee or Lessor succeeded to any prior
landlord’s interest;


                    (5)
bound by any obligation to perform any work or to make improvements to the
Premises except for (i) repairs, restoration and maintenance to the Premises
and/or the Building pursuant to the provisions of Article 4, (ii)
repairs to the Premises or any part thereof as a result of damage by fire or
other casualty pursuant to this Lease, but only to the extent that such repairs
can be reasonably made from the proceeds of any insurance (net of collection,
enforcement and other costs) actually made available to such Mortgagee or
Lessor and (iii) repairs to the Premises and/or the Building as a result of a
partial condemnation pursuant to Article 11, but only to the extent that
such repairs can be reasonably made from the proceeds of any award (net of
collection, enforcement and other costs) actually made available to such
Mortgagee or Lessor;


                    (6)
bound by any modification, amendment or abridgment of the Lease, or any
cancellation or surrender of the same, made without its prior written approval
to the extent such approval is required pursuant to the terms of the applicable
Mortgage or Superior Lease;


                    (7)
required to account for any security deposit other than any security deposit
actually delivered to such Mortgagee or Lessor; or


          (C) Tenant
hereby irrevocably waives any and all rights it may have in connection with any
zoning lot merger or transfer of development rights with respect to the Real
Property. In confirmation of such waiver, Tenant shall execute and deliver
within ten (10) Business Days after request therefor by notice from Landlord
any certificate or instrument in recordable form or otherwise that Landlord may
request.


          Section 7.2 If at any time prior to the expiration of the Term, any Superior Lease
shall terminate or be terminated for any reason or any Mortgagee comes into
possession of the Real Property or the Building or the estate created by any
Superior Lease by receiver or otherwise, Tenant agrees, at the election and
upon demand of any owner of the Real Property or the Building, or of the
Lessor, or of any Mortgagee in possession of the Real Property or the Building,
to attorn, from time to time, to any such owner, Lessor or Mortgagee or any
person acquiring the interest of Landlord as a result of any such termination,
or as a result of a foreclosure of the Mortgage or the granting of a deed in
lieu of foreclosure, upon the terms and conditions of this Lease, subject to
the provisions of Section 7.1, for the remainder of the Term.
Notwithstanding the foregoing, this Lease shall not terminate by reason of the
termination of any Superior Lease without the prior written consent of each of
the fee owner of the Real Property, the Mortgagee holding a first mortgage on
the fee estate in the Real Property, and the Mortgagee holding a first


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mortgage
on Landlord’s interest in the Real Property. The provisions of this Section
7.2 shall be binding upon and inure to the benefit of any such owner,
Lessor or Mortgagee, and Tenant, and shall apply notwithstanding that, as a
matter of law, this Lease may terminate as between Landlord and Tenant upon the
termination of any such Superior Lease, and shall be self-operative upon any
such demand, and no further instrument shall be required to give effect to said
provisions. Tenant shall, however, from time to time, within ten (10) Business
Days after demand of any such owner, Lessor or Mortgagee, at Tenant’s sole
expense, execute instruments in confirmation of the foregoing provisions of
this Section 7.2, reasonably satisfactory to Landlord and any such
owner, Lessor or Mortgagee, acknowledging such attornment.


          Section 7.3 From time to time, within ten (10) Business Days following request
therefor by notice from Landlord, any Mortgagee or any Lessor, Tenant shall, at
Tenant’s sole expense, deliver to Landlord, such Mortgagee or such Lessor a
statement executed by Tenant, in form reasonably satisfactory to Landlord, such
Mortgagee or such Lessor, (i) stating that this Lease is then in full force and
effect and has not been modified (or if modified, setting forth all
modifications), (ii) setting forth the date to which the Fixed Rent, Escalation
Rent, and all Additional Rent have been paid, (iii) stating that, to
Tenant’s actual knowledge there exist no valid abatements, causes of action,
counterclaims, disputes, defenses, offsets, credits, deductions, or claims
against the enforcement of any of the terms and conditions of this Lease (or,
if any of the foregoing do exist, setting forth the specific nature of the
same), (iv) stating whether Landlord is in default under this Lease, and, if
Landlord is in default, setting forth the specific nature of all such defaults,
(v) stating that Landlord’s Work is complete (or, if not complete, setting
forth in reasonable detail those portions of Landlord’s Work which are not
complete) and (vi) as to any other matters related to this Lease reasonably
requested by Landlord, such Mortgagee or such Lessor. Tenant acknowledges that
any statement delivered pursuant to this Section 7.3 may be relied upon
by any purchaser or owner of the Real Property or the Building, or Landlord’s
interest in the Real Property or the Building or any Superior Lease, or by any
Mortgagee, or by an assignee of any Mortgagee, or by any Lessor or an assignee
of any Lessor.


          Section 7.4 As long as any Superior Lease or Mortgage shall exist, Tenant shall
not seek to terminate this Lease by reason of any act or omission of Landlord
until Tenant shall have given notice of such act or omission to all Lessors and
Mortgagees at such addresses as shall have been furnished in writing to Tenant
by such Lessors and Mortgagees and, if any such Lessor or Mortgagee, as the
case may be; shall have notified Tenant within thirty (30) days following
receipt of such notice of its intention to remedy such act or omission, until a
reasonable period of time shall have elapsed following the giving of notice,
during which period such Lessors and Mortgagees shall have the right, but not
the obligation, to remedy such act or omission, which period shall be extended
if such Lessor or Mortgagee must gain possession of the Building or the Real
Property, as the case may be, in order to remedy such act or omission, for the
time reasonably required to obtain such possession. Tenant further agrees not
to exercise any such right if the Mortgagee or Lessor, as applicable, commences
curing such act or omission within a reasonable time after having received
notice thereof and thereafter


- 19 -





diligently prosecutes such
cure to completion.


          Section 7.5 Tenant shall, without
charge, at any time and from time to time as Landlord may reasonably require,
deliver to Landlord within ten (10) Business Days after written request
therefor by Landlord (i) copies of the most current audited financial
statements of Tenant certified by an independent certified public accountant
(but no more than once in any twelve (12) month period) and (ii) if a request
is made to Landlord by any Mortgagee or Lessor, such further quarterly updated
detailed unaudited financial information prepared by Tenant in the Tenant’s
ordinary course of business, and certified by an officer of Tenant, as prepared
in the Tenant’s ordinary course of business, provided that such Mortgagee or
Lessor shall enter into a confidentiality agreement with Tenant in a form reasonably satisfactory to both Tenant
and such Mortgagee or Lessor.


ARTICLE 8

RULES AND REGULATIONS


          Tenant and
Tenant’s contractors, employees, agents, visitors, invitees and licensees shall
comply with the Rules and Regulations. Landlord shall have the right from time
to time to make reasonable changes in the Rules and Regulations. Nothing in
this Lease contained shall be construed to impose upon Landlord any duty or
obligation to enforce the Rules and Regulations or terms, covenants or
conditions in any other lease against any other tenant, and Landlord shall not
be liable to Tenant for violation of the same by any other tenant, its
employees, agents, visitors, invitees or licensees. Landlord shall not apply
the Rules and Regulations in a discriminatory manner.


ARTICLE 9

INSURANCE; PROPERTY LOSS OR DAMAGE; REIMBURSEMENT


          Section 9.1 (A) Any Building employee to whom any property shall be entrusted by
or on behalf of Tenant shall be deemed to be acting as Tenant’s agent with
respect to such property and neither Landlord nor its agents shall be liable
for any damage to property of Tenant or of others entrusted to employees of the
Building, nor for the loss of or damage to any property of Tenant by theft or
otherwise except if caused by the gross negligence or willful misconduct of
Landlord or its agents or employees. Neither Landlord nor its agents shall be
liable for any injury or damage to persons or property, or interruption of
Tenant’s business, resulting from fire or other casualty, nor shall Landlord or
its agents be liable for any such damage caused by other tenants or persons in
the Building or caused by construction of any private, public or quasi-public
work; nor shall Landlord be liable for any latent defect in the Premises or in
the Building. Nothing herein shall affect any right of Landlord to the
indemnity from Tenant to which Landlord may be entitled under Article 31
in order to recoup for payments made to compensate for losses of third parties.
Notwithstanding anything to the contrary contained herein, in no event and
under no circumstances shall Landlord be liable to Tenant for so-called
“consequential damages.”


          (B)
If at any time any windows of the Premises are temporarily closed or


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darkened
by reason of repairs, maintenance, alterations or improvements to the Building,
or any of such windows are permanently closed, darkened, bricked-up or
otherwise blocked due to any Requirements of Law, Landlord shall not be liable
for any damage Tenant may sustain thereby and Tenant shall not be entitled to
any compensation therefor nor abatement of Fixed Rent or any other item of
Rental nor shall the same release Tenant from its obligations hereunder nor
constitute an eviction. Tenant acknowledges that the foregoing provisions,
without being limited to Requirements of Law, shall apply, without limitation,
to the erection and maintenance of any hoist elevator or elevators which may be
erected on the side(s) of the Building from time to time in connection with any
renovation of the Building or the construction of one or more tenant
installations, which hoist elevator(s) Landlord may maintain in place until
such time as such renovation or tenant installations are completed.


          (C) Tenant
shall immediately notify Landlord of any fire or accident in the Premises.


          Section 9.2 Tenant shall obtain and keep in full force and effect during the Term
at its sole cost and expense:


          (A)
a policy of commercial general public liability and property damage insurance
with a broad form contractual liability endorsement and coverage for personal
injury under which Tenant is named as the insured, and the Indemnitees, any
Lessors and any Mortgagees are named as additional insureds, such policies to
be primary in coverage to the full extent thereof without contribution from any
insurance which may be carried by the Indemnitees, or such Lessors or
Mortgagees. The minimum limits of liability shall be a combined single limit
with respect to each occurrence of not less than $5,000,000, which amount shall
be increased or decreased from time to time to those amounts and coverages of
insurance which in Landlord’s reasonable judgment are then being customarily
required by prudent landlords of similar office buildings in the Borough of
Manhattan. If the aggregate limit applying to the Premises is reduced by the
payment of a claim or establishment of a reserve equal to or greater than 50%
of the annual aggregate, Tenant shall immediately arrange to have the aggregate
limit restored by endorsement to the existing policy or the purchase of an
additional insurance policy unless, in Landlord’s reasonable judgment, Tenant
maintains sufficient excess liability insurance to satisfy the liability
requirements of this Lease without the reinstatement of the aggregate limit.


          (B) a fire
and other casualty policy insuring the full replacement value of all of the
Alterations and all of Tenant’s Property located in the Premises against loss
or damage by fire, theft and such other risks or hazards as are insurable under
present and future forms of “all-risk” insurance policies with a deductible not
in excess of $100,000.


          (C) business
interruption insurance which shall cover, among other things, the Rental which
shall be due and payable hereunder from Tenant in the event of a fire, casualty
or other interruption of Tenant’s business.


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          (D) Steam
boiler, air conditioning or machinery insurance if there is a boiler or
pressure object, supplemental air conditioning or other HVAC units or similar
equipment, installed in each case by Tenant, in the Premises;


          (E) When
Alterations are in progress, the insurance specified in Article 3 hereof; and


          (F) Such
other amounts as Landlord, or any Mortgagee or Lessor, may reasonably require
from time to time and as required to be carried by tenants in similar buildings
in the borough of Manhattan.


          All of such
policies shall name Landlord and the other Indemnitees and any Mortgagees and
Lessors as additional insureds and shall contain provisions that no act or
omission of Tenant shall affect or limit the obligation of the insurance
company to pay the amount of any loss sustained and that the policies shall be
non-cancelable with respect to Landlord, Agent and such Lessors and Mortgagees,
as applicable, unless thirty (30) days prior written notice of cancellation
shall have been given to such parties by certified mail, return receipt
requested, which notice shall contain the policy number and the names of the
insured and additional insureds. All insurance required to be carried by Tenant
pursuant to the terms of this Lease shall be effected under valid and enforceable
policies issued by reputable and independent insurers permitted to do business
in the State of New York, and rated in Best’s Insurance Guide, or any successor
thereto (or if there be none, an organization having a national reputation
acceptable to Landlord) as having a general policyholder rating of “A” or
better and a financial size category of at least “ix”.


          Section 9.3 Tenant shall cooperate with Landlord and Landlord’s insurance
companies in the adjustment of any claims for any damage to the Building.


          Section 9.4 On or prior to the Commencement Date, Tenant shall deliver to Landlord
appropriate certificates of insurance, including evidence of waivers of
subrogation required pursuant to Section 9.5, required to be carried by Tenant
pursuant to this Article 9.
Evidence of each renewal or
replacement of a policy shall be delivered by Tenant to Landlord at least
thirty (30) days prior to the expiration of such policy.


          Section 9.5 Landlord and Tenant shall each procure an appropriate clause in or
endorsement to any property insurance covering the Premises, the Building and
personal property, fixtures and equipment located therein, wherein the
insurance companies shall waive subrogation or consent to a waiver of right of
recovery, and Landlord and Tenant agree not to make any claim against, or seek
to recover from the other for any loss or damage to its property or the
property of others resulting from fire and other hazards to the extent covered
by such property insurance; provided, however, that the release, discharge,
exoneration and covenant not to sue contained herein shall be limited by and
coextensive with the terms and provisions of the waiver of subrogation or
waiver of right of recovery. If the payment of an additional premium is
required for the inclusion, or consent to, a waiver of subrogation, each party
will advise the other, in writing, of the


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amount
of any such additional premiums and the other party may pay such additional
premium. If such other party shall not elect to pay such additional premium,
then the first party shall not be required to obtain such waiver of subrogation
or consent to waiver. Tenant acknowledges that Landlord shall not carry
insurance on, and shall not be responsible for, (i) damage to any Alterations
(ii) Tenant’s Property, and (iii) any loss suffered by Tenant due to
interruption of Tenant’s business.


          Section 9.6 Landlord shall obtain and keep in full force and effect during the
Term at its sole cost and expense fire and other casualty insurance covering
the full replacement value of the Building (including the Basic Construction of
the Building). Upon written request by Tenant (but no more than once every two
(2) calendar years), Landlord shall provide to Tenant a copy of appropriate
certificates evidencing the foregoing.


ARTICLE 10

DESTRUCTION-FIRE OR OTHER CAUSE


          Section 10.1 If the portion of the Building in which the
Premises are located shall be damaged by fire or other casualty, Tenant shall
give immediate notice thereof to Landlord and this Lease shall continue in full
force and effect except as hereinafter specifically set forth. Provided this
Lease shall not then or thereafter be terminated in accordance with the
provisions of this Article 10, upon Tenant giving notice thereof to
Landlord, the damage to the Basic Construction of the Building shall diligently
be repaired by Landlord to a condition substantially comparable (subject to
changes Landlord shall deem reasonable and desirable) to the condition existing
prior to such damage (“Landlord’s Restoration Work”). Until
the Landlord’s Restoration Work shall be substantially completed (of which
substantial completion Landlord shall promptly notify Tenant), the Fixed Rent
and Escalation Rent shall be reduced in the proportion which the floor area of
the part of the Premises which is not usable by Tenant by reason of such damage
to the Basic Construction of the Building, as determined by Landlord in its
reasonable discretion, bears to the total floor area of the Premises; provided,
however, that should Tenant or anyone claiming through or under Tenant reoccupy
a portion of the Premises (for purposes of performing Tenant’s Restoration Work
or otherwise) as to which the abatement is in effect during the period Landlord’s
Restoration Work is being performed, Fixed Rent and Escalation Rent shall be
appropriately increased to reflect Tenant’s occupancy of such floor area.
Tenant shall repair any damage to, or replace and restore all Alterations and
Tenant’s Property to substantially the condition existing prior to the damage
(“Tenant’s
Restoration Work”) as soon as possible after the damage or
destruction. Such work by Tenant shall be deemed an Alteration for the purposes
of Article 3. The proceeds of insurance policies providing coverage for
Tenant’s Restoration Work shall be paid to Landlord, and if this Lease shall
not be terminated pursuant to Section 10.2, Landlord shall make such
proceeds available for restoration as set forth above in accordance with an
escrow arrangement reasonably satisfactory to Landlord and Tenant.


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          Section 10.2 (A) Anything contained in Section 10.1 to
the contrary notwithstanding, if (i)(x) the Premises shall be totally or
substantially (i.e. for this purpose more than seventy-five (75%) percent of
insurable value) damaged or destroyed (as reasonably estimated in such case by
a reputable contractor registered architect or licensed engineer designated by
Landlord) or (y) if the Building shall be so damaged by fire or other casualty
that, in Landlord’s sole opinion, substantial alteration, demolition or
reconstruction of the Building shall be required (whether or not the Premises
shall have been damaged or rendered untenantable), and (ii) Landlord cancels
the leases of other tenants in the Building which demise, in the aggregate, at
least fifty (50%) percent of the entire rentable square footage of the space in
the Building (excluding the retail portion) that shall be leased at the time of
the casualty, then Landlord, at Landlord’s option, may, not later than ninety
(90) days following the damage, give Tenant a notice terminating this Lease. If
Landlord elects to terminate this Lease, the Term shall expire upon the date
specified in Landlord’s termination notice but not earlier than the thirtieth
(30th) day after such notice is given, and Tenant shall vacate the Premises and
surrender the same to Landlord. Upon the termination of this Lease under the
conditions provided for in this Section 10.2, Tenant’s liability for Fixed Rent
and Escalation Rent shall cease for amounts not then due and owing and any
prepaid portion of Fixed Rent and Escalation Rent for any period after the date
the Lease was so terminated shall be refunded by Landlord to Tenant.


          (B) If more
than seventy-five percent (75%) of the Premises are damaged or are rendered
untenantable, or if the Building shall be so damaged that Tenant is deprived of
reasonable access to the Premises, then if Landlord elects to restore the
Premises, Landlord shall, within ninety (90) days following the date of the
damage, cause a contractor or architect selected by Landlord to give notice
(the “Restoration
Notice”) to Tenant of the date by which such contractor or
architect estimates the restoration of the Premises (excluding any Alterations)
shall be substantially completed. If such date, as set forth in the Restoration
Notice, is more than twelve (12) months from the date of such damage, then
Tenant shall have the right to terminate this Lease by giving notice (the “Termination
Notice”) to Landlord not later than thirty (30) days following
Tenant’s receipt of the Restoration Notice. If Tenant delivers a termination
notice to Landlord, this Lease shall be deemed to have terminated as of the
date of the giving of the Termination Notice, in the manner set forth in the
last two sentences of Section 10.2(A).(C) Subject to Section 10.1,
if more than fifty (50%) percent of the Premises (including the Basic
Construction of the Building servicing the Premises and all Alterations) shall
be untenantable due to damage caused by fire or other casualty and based on the
estimated date for the substantial completion of the restoration of the
Premises (excluding any Alterations) as set forth in the Restoration Notice,
the unexpired Term after such estimated date shall be less than twelve (12)
months, then no later than thirty (30) days after the receipt of the
Restoration Notice by Tenant, either party may, upon sixty (60) days’ written
notice to the other, terminate this Lease as if such date were the Fixed
Expiration Date of this Lease, and if this Lease is so terminated, Landlord
shall have no obligation to repair or restore any portion of the Premises.


          (C) Subject
to Section 10.1, if more than fifty (50%) percent of the Premises (including
the Basic Construction of the Building servicing the Premises and all
Alterations) shall be untenantable due to damage caused by fire or other
casualty and based on the estimated date for the substantial completion of the
restoration of the Premises (excluding any Alterations) as set forth in the
Restoration Notice, the unexpired Term after such estimated date shall be less
than twelve (12) months, then no later than thirty (30) days after the receipt
of the Restoration Notice by Tenant, either party may, upon sixty (60) days’
written notice to the other, terminate this Lease as if such date were the
Fixed Expiration Date of this Lease, and if this Lease is so terminated,
Landlord shall have no obligation to repair or restore any portion of the Premises.


- 24 -





          Section 10.3 Landlord shall have no liability to Tenant
for inconvenience, loss of business or annoyance arising from any repair or
restoration of any portion of the Premises or of the Building pursuant to this
Article. Further, nothing contained in this Article shall relieve Tenant from
any liability that may exist as a result of any damage or destruction by fire
or other casualty.


          Section 10.4 Landlord has no obligation to carry
insurance of any kind on any Alterations or Tenant’s Property and shall not be
obligated to repair any damage to or replace same, and Tenant agrees to look
solely to its insurance for recovery of any damage to or loss of Tenant’s
Property or Alterations except for any such damage or loss arising out of
Landlord’s gross negligence or willful misconduct which was uninsurable. If
Tenant shall fail to maintain any such insurance, Landlord shall have the right
(but not the obligation) to obtain such insurance and the cost thereof shall be
Additional Rent under this Lease and payable by Tenant to Landlord on demand.


          Section 10.5 If this Lease shall be terminated pursuant
to the provisions of this Article 10, Tenant shall pay to Landlord,
from the insurance proceeds received under Tenant’s insurance policies with
respect to the Alterations or, if Tenant fails to maintain the insurance
required to have been maintained hereunder with respect to the Alterations, the
insurance proceeds to which Landlord would have been entitled with respect to
the Alterations if Tenant had carried the insurance required hereunder, an
amount equal to the replacement value thereof (but not less than
$3,600,000.00). Tenant will cooperate with Landlord by removing from the
Premises all Tenant’s Property.


          Section 10.6 This Article 10 constitutes an
express agreement governing any case of damage or destruction of the Premises
or the Building by fire or other casualty, and Section 227 of the Real Property
Law of the State of New York, which provides for such contingency in the
absence of an express agreement, and any other law of like nature and purpose
now or hereafter in force shall have no application in any such case.


ARTICLE 11

EMINENT DOMAIN


          Section 11.1 If the whole or substantially all of the
Real Property or the Building shall be taken by condemnation or in any other
manner for any public or quasi-public use or purpose, this Lease and the term
and estate hereby granted shall terminate as of the date of vesting of title on
such taking, and the Fixed Rent and Escalation Rent shall be prorated and
adjusted as of such date.


          Section 11.2 (A) If any part of Real Property or Building
shall be so taken, this Lease shall be unaffected by such taking, except that
if the portion of Real Property or Building taken exceeds fifteen (15%) percent
of the rentable area thereof or if thirty percent (30%) or more of the rentable
area of the Premises shall be so taken and Landlord cancels leases of other
tenants in the Building which demise, in the aggregate, at least fifty (50%)
percent of the entire rentable square footage of the space in the Building
(excluding the retail portion) that shall be leased at the time of the
casualty,


- 25 -





Landlord
may, at its option, terminate this Lease by giving Tenant notice to that effect
within ninety (90) days after the date of the taking. This Lease shall
terminate on the date fixed in the notice but not less than thirty (30) days
after the date that such notice from Landlord to Tenant shall be given, and the
Fixed Rent and Escalation Rent shall be prorated and adjusted as of such
termination date. Upon such partial taking and this Lease continuing in force
as to any part of the Premises, the area of the Premises taken will be deleted
from the Premises and Fixed Rent and Escalation Rent shall be reduced in the
proportion that the area of the Premises taken bears to the total area of the Premises immediately prior to such taking.


          (B)
If the part of the
Building or the Real Property so acquired or condemned contains fifteen (15%)
percent or more of the total area of the Premises immediately prior to such
acquisition or condemnation, or if, by reason of such acquisition or
condemnation, Tenant no longer has reasonable means of access to the Premises,
Tenant may terminate this Lease by notice to Landlord given within sixty (60)
days following the date upon which Tenant received notice of such acquisition
or condemnation. If Tenant so notifies Landlord, this Lease shall terminate and
the Term shall end and expire upon the date set forth in the notice, which date
shall not be more than thirty (30) days following the giving of such notice.


          Section 11.3 Except as expressly provided in this Section
11.3, Landlord shall be entitled to receive the entire award or payment in
connection with any taking without reduction therefrom for any estate vested in
Tenant by this Lease or any value attributable to the unexpired portion of the
term of this Lease, and Tenant shall receive no part of such award except as
hereinafter expressly provided in this Article. Tenant hereby expressly assigns
to Landlord all of its right, title and interest in and to every such award or
payment and waives any right; to the value of the unexpired portion of the term
of this Lease. Nothing contained in this Section 11.3 shall be deemed to
prevent Tenant from making a separate claim in any condemnation proceeding for
the then value of Tenant’s Property which have been taken, and moving expenses
incurred as a result thereof, provided such claim does not reduce the amount of
the award payable to Landlord.


          Section 11.4 If the temporary use or occupancy of all or any part of the Premises
shall be taken by condemnation or in any other manner for any public-or
quasi-public use or purpose during the term of this Lease, Tenant shall be
entitled, except as hereinafter set forth, to receive that portion of the award
or payment for such taking which represents compensation for the use and
occupancy of the Premises, during the Term for the taking of Tenant’s Property,
for the repair of those items required to be repaired by Tenant pursuant to Section
11.5 hereof and for moving expenses, and Landlord shall be entitled to
receive that portion which represents reimbursement for the cost of restoration
of the Premises, excluding the cost of restoration of items to be restored by
Tenant pursuant to Section 11.5 hereof. Except as hereinafter set forth,
this Lease shall be and remain unaffected by any such taking and Tenant shall
continue responsible for all of its obligations hereunder insofar as such
obligations are not affected by such taking and shall continue to pay in full
the Fixed Rent, Escalation Rent and Additional Rent when due. All monies
payable to Tenant as, or as part of, an award for temporary use and


- 26 -





occupancy
for a period beyond the date to which the Fixed Rent, Escalation Rent and
Additional Rent have been paid shall be held and applied by Landlord as a trust
fund for payment of the Fixed Rent, Escalation Rent and Additional Rent becoming
due hereunder.


          Section 11.5 In the event of a taking which does not
result in termination of this Lease, or in the event of a taking for a
temporary use or occupancy of all or any part of the Premises which does not
result in a termination of this Lease, (a) Landlord shall repair the remaining
parts of the Building (other than those parts of the Premises which are deemed
Alterations and Tenant’s Property) to a condition substantially comparable to
their former condition to the extent that Landlord deems the same to be
feasible (subject to changes which Landlord shall deem reasonable and
desirable) so as to constitute a complete and rentable Building and (b) Tenant,
at its expense, and whether or not any award or awards shall be sufficient for
the purpose, shall proceed with reasonable diligence to repair the remaining
parts of the Premises which are deemed Alterations and Tenant’s Property, to
substantially their former condition to the extent that the same may be
feasible.


ARTICLE 12

ASSIGNMENT, SUBLETTING, MORTGAGE, ETC.


          Section 12.1 (A) Except as expressly permitted by Sections
12.4 and Section 12.6, Tenant, without the prior consent of Landlord
in each instance, which consent may be withheld in Landlord’s sole discretion,
shall not (i) assign its rights or delegate its duties under this Lease
(whether by operation of law, transfers of interests in Tenant or otherwise) or
offer or advertise to do so, (ii) mortgage or encumber its interest in this
Lease, in whole or in part, (iii) sublet, or permit the subletting of, the
Premises or any part thereof or offer or advertise to do so, or (iv) permit the
Premises or any part thereof to be occupied, or used for desk space, mailing
privileges or otherwise, by any person other than Tenant (provided, however,
that Tenant may, upon prior written notice to Landlord, use portions of the
Premises for short term temporary desk space arrangements, for no consideration
of any kind whatsoever).


          (B) If this
Lease be assigned to any person or entity pursuant to the provisions of the
Bankruptcy Code, any and all moneys or other consideration payable or otherwise
to be delivered in connection with such assignment shall be paid or delivered
to Landlord, shall be and remain the exclusive property of Landlord and shall
not constitute the property of Tenant or of the estate of Tenant within the
meaning of the Bankruptcy Code. Any and all moneys or other considerations
constituting Landlord’s property under the preceding sentence not paid or
delivered to Landlord shall be held in trust for the benefit of Landlord and
shall be promptly paid to or turned over to Landlord.


          Section 12.2 If Tenant’s interest in this Lease is
assigned in violation of the provisions of this Article 12, such
assignment shall be void and of no force and effect against Landlord, provided,
however, that Landlord may collect an amount equal to the then Fixed Rent,
Escalation Rent plus any other item of Rental from the assignee as a fee


- 27 -





for
its use and occupancy. If the Premises or any part thereof are sublet to, or
occupied by, or used by, any person other than Tenant, whether or not in
violation of this Article 12, Landlord, after default by Tenant under
this Lease, may collect any item of Rental or other sums paid by the subtenant,
user or occupant as a fee for its use and occupancy, and shall apply the net
amount collected to the Fixed Rent and other items of Rental reserved in this
Lease. No such assignment, subletting, occupancy or use, whether with or
without Landlord’s prior consent, nor any such collection or application of
Rental or fee for use and occupancy, shall be deemed a waiver by Landlord of
any term, covenant or condition of this Lease or the acceptance by Landlord of
such assignee, subtenant, occupant or user as tenant hereunder. The consent by
Landlord to any assignment, subletting, occupancy or use shall not relieve
Tenant from its obligation to obtain the express prior consent of Landlord to
any further assignment, subletting, occupancy or use. Tenant shall pay to
Landlord Landlord’s reasonable costs (including, without limitation, the cost
of any investigation to determine the acceptability of a proposed assignee or
subtenant) and reasonable attorneys’ fees and disbursements incurred by
Landlord in connection with any proposed assignment of Tenant’s interest in
this Lease or any proposed subletting of the Premises or any part thereof. Any
person or entity to which this Lease is assigned pursuant to the provisions of
the Bankruptcy Code shall be deemed without further act or deed to have assumed
all of the obligations arising under this Lease on and after the date of such
assignment. Any such assignee shall execute and deliver to Landlord upon demand
an instrument satisfactory to Landlord in its sole discretion confirming such
assumption. Neither any assignment of Tenant’s interest in this Lease nor any
subletting, occupancy or use of the Premises or any part thereof by any person
other than Tenant, nor any collection or application of Rental by Landlord from
any person other than Tenant as provided in this Section 12.2 shall, in
any circumstances, relieve Tenant of its obligations under this Lease on
Tenant’s part to be observed and performed. Subsequent to any assignment,
Tenant’s liability hereunder shall continue notwithstanding any subsequent
modification or amendment hereof or the release of any subsequent tenant
hereunder from any liability, to all of which Tenant hereby consents in advance
except that no such modification or amendment insofar as it increases the
obligations of the then “Tenant” hereunder shall be binding on such prior
Tenant; it being agreed that in all events Tenant’s liability hereunder shall
be joint and several, primary and direct with that of any assignee of Tenant or
such assignee’s successors and permitted assigns. Tenant shall remain fully
responsible and liable for the acts and omissions of any subtenant, assignee or
anyone claiming by or through any subtenant or assignee which shall be in
violation of any of the obligations under this Lease.


          Section 12.3 If Tenant assumes this Lease and
proposes to assign the same pursuant to the provisions of the Bankruptcy Code
to any person or entity who shall have made a bona fide offer to accept an
assignment of this Lease on terms acceptable to Tenant, then notice of such
proposed assignment shall be given to Landlord by Tenant no later than twenty
(20) days after receipt by Tenant of such offer, but in any event no later than
ten (10) days prior to the date that Tenant shall make application to a court
of competent jurisdiction for authority and approval to enter into such
assignment and assumption. Such notice shall set forth (i) the name and address
of such person or entity, (ii) all of
the terms and conditions of such offer, and (iii) the proposed adequate
assurance


- 28 -





of
future performance by such person under this Lease, including, without
limitation, the assurance referred to in Section 365(b)(3) of the Bankruptcy
Code. Landlord shall have the prior right and option, to be exercised by notice
to Tenant given at any time prior to the effective date of such proposed
assignment, to accept an assignment of this Lease upon the same terms and
conditions and for the same consideration, if any, as the bona fide offer made
by such person or entity, less any brokerage commissions which would otherwise
be payable by Tenant out of the consideration to be paid by such person in
connection with the assignment of this Lease.


          Section
12.4 (A) Either a transfer
(including the issuance of treasury stock or the creation and issuance of new
stock) of fifty (50%) percent or more of the shares of Tenant (if Tenant is a
corporation or trust) or a transfer or issuance of fifty (50%) or more of the
total interest in Tenant (if Tenant is a partnership, limited liability company
or other entity) at any one time or over a period of time through a series of
transfers, directly or indirectly (including, without limitation, and by way of
example only, the transfer of fifty (50%) or more of the outstanding capital
stock of a company which company owns 100% of a second tier company, which in
turn owns fifty (50%) or more of the capital stock of the corporate Tenant
hereunder) shall be deemed an assignment of this Lease and shall be subject to
all of the provisions of this Article 12, including, without limitation,
the requirement that Tenant obtain Landlord’s prior consent thereto. The
transfer of shares of Tenant (if Tenant is a corporation or trust) for purposes
of this Section 12.4 shall not include the sale of shares by persons
other than those deemed “insiders” within the meaning of the Securities
Exchange Act of 1934, as amended, if such sale is effected through the
“over-the-counter market” or through any recognized stock exchange (including,
without limitation, in connection with a public offering).


Notwithstanding the foregoing, Tenant shall have the privilege, subject
to the terms and conditions hereinafter set forth, without the consent of
Landlord:


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 (a)

 	
 to
 assign Tenant’s interest in this Lease or to sublet all or any part of the
 Premises to a corporation or other entity which shall (and only for so long
 as such entity continues to) control, be under the control of, or be under
 common control with the initial Tenant hereunder (the term “control” and “controlling” as used herein shall be
 deemed to mean ownership or control of more than thirty (30%) percent of the
 outstanding voting stock of a corporation, or an equivalent majority and
 control interest in an entity if such entity is not a corporation and, for
 the purposes of this Section 12.4(A)(i)(a), the power to direct or
 cause the direction of management and policy of such entity) (any such entity
 being a “Related Entity”);
 and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 to transfer (including the issuance of treasury
 stock or the creation and issuance of new stock) less than fifty (50%)
 percent of the shares of Tenant (if Tenant is a corporation or trust) or to
 transfer or issue less than fifty (50%) percent of the total interest in
 Tenant (if Tenant is a partnership, limited liability company or other entity);
 provided, however, that the transactions under these subparagraphs (i)(a)
 and (b) may only

 


- 29 -









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 be made on the condition that, with respect to an assignment or
 sublease to a Related Entity, the principal purpose of such assignment or
 sublease is not the acquisition of Tenant’s interest in this Lease and is
 made for a valid, bona fide and legitimate business purpose and is not made
 to circumvent the provisions of Section 12.1 or this Section
 12.4(A); and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 (a)

 	
 to
 assign Tenant’s interest in this Lease (by operation of law or otherwise) or
 sublet all or any part of the Premises to any corporation which is a
 successor to Tenant either by merger or consolidation; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 to assign Tenant’s interest in this Lease (by
 operation of law or otherwise) or sublet all or any part of the Premises to
 any purchaser of all or substantially all of the assets or substantially all
 of the voting stock and equity interests in Tenant provided that the value of
 the leasehold created thereby does not constitute more than twenty (20%)
 percent of the total sales price for such assets (such value of the leasehold
 to be deemed to be the value allocated to such leasehold under the applicable
 sales contract); and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 to transfer (including the issuance of treasury
 stock or the creation or issuance of new stock) fifty (50%) percent or more
 of the shares of Tenant (if Tenant is a corporation or trust) or to transfer
 or issue fifty (50%) or more of the total interest in Tenant (if Tenant is a
 partnership, limited liability company or other entity); provided, however,
 that the transactions under these subparagraphs (ii)(a), (b) and (c)may only be made
 upon the condition that (x) the principal purpose of such assignment or
 sublease is not the acquisition of Tenant’s interest in this Lease and is
 made for a valid, bona fide and legitimate business purpose and not to
 circumvent the provisions of Section 12.1 or this Section 12.4(A)
 and (y) any such assignee or sublessee, with respect to subparagraphs
 (ii)(a) and (b) above, and Tenant, with respect to this subparagraph
 (ii)(c), shall have met the Financial Requirements.

 


          Tenant
shall, within ten (10) Business Days after execution thereof, deliver to
Landlord (a) in the case of an assignment, a duplicate original instrument of
assignment and assumption in form and substance reasonably satisfactory to
Landlord in all respects, duly executed by Tenant and such assignee, in which
such assignee shall assume observance and performance of, and agree to be personally
bound by, all of the terms, covenants and conditions of this Lease on Tenant’s
part to be observed and performed or (b) in the case of a sublease, a duplicate
original sublease in form and substance reasonably satisfactory to Landlord in
all respects, duly executed by Tenant and the subtenant.


          (B)
Intentionally Omitted.


- 30 -





          (C)
A so-called “take-over” agreement (i.e., an agreement where another entity
agrees to become responsible for all or a portion of Tenant’s obligations under
this Lease without actually entering into an assignment or sublease) shall be
deemed an assignment of this Lease and shall be subject to all of the
provisions of this Article 12, including, without limitation, the
requirement that Tenant obtain Landlord’s prior consent thereto in each
instance.


          (D)
Any modification, amendment, or extension of a sublease previously consented to
by Landlord shall be deemed a new sublease subject to all of the terms and
conditions of this Article 12, except to the extent such modification,
amendment or extension was contemplated or required by the original sublease.


          (E)
With respect to any assignment of this Lease (or any sublease of all of the
Premises) pursuant to Section 12.4(A), to the extent any condition that
the assignee or sublessee be under the control of the initial Tenant hereunder
is no longer satisfied, such assignment or sublease shall automatically and
without further action by any party be deemed a new assignment or sublease, as
applicable, subject to all of the terms and conditions of this Article 12.


          Section
12.5 If, at any time after Tenant
shall have assigned Tenant’s interest in this Lease, this Lease shall be
disaffirmed or rejected in any proceeding of the types described in Section
16.1 (E), or in any similar proceeding, or in the event of termination of
this Lease by reason of any such proceeding or by reason of lapse of time
following notice of termination given pursuant to said Article 16 based
upon any of the Events of Default set forth in such Section 16.1(E),
Tenant, upon notice from Landlord given within thirty (30) days next following
any such disaffirmance, rejection or termination (and actual notice thereof to
Landlord in the event of a disaffirmance or rejection or in the event of
termination other than by act of Landlord), shall (i) pay to Landlord all Fixed
Rent, Escalation Rent and other items of Rental due and owing by the assignee
to Landlord under this Lease to and including the date of such disaffirmance,
rejection or termination and (ii) as “tenant” enter into a new lease with
Landlord for the Premises for a term commencing on the effective date of such
disaffirmance, rejection or termination and ending on the Expiration Date,
unless sooner terminated as in such lease provided, at the same Fixed Rent and
upon the then executory terms, covenants and conditions as are contained in
this Lease, except that (x) Tenant’s rights under the new lease shall be
subject to the possessory rights of the assignee under this Lease and the
possessory rights of any person claiming through or under such assignee or by
virtue of any statute or of any order of any court, (y) such new lease shall
require all defaults existing under this Lease to be cured by Tenant with due
diligence, and (z) such new lease shall require Tenant to pay all Escalation
Rent reserved in this Lease which, had this Lease not been so disaffirmed,
rejected or terminated, would have accrued under the provisions of this Lease
after the date of such disaffirmance, rejection or termination with respect to
any period prior thereto. If Tenant shall default in its obligation to enter
into said new lease for a period of ten (10) days after Landlord’s request
therefor, then, in addition to all other rights and remedies by reason of such
default, either at law or in equity, Landlord shall have the same rights and
remedies against Tenant as if Tenant had entered into such


- 31 -





new
lease and such new lease had thereafter been terminated as of the commencement
date thereof by reason of Tenant’s default thereunder.


          Section
12.6 (A) Notwithstanding the
provisions of Section 12.1, Landlord shall not unreasonably withhold or
delay its consent to any assignment or subletting of the whole (or part,
subject to the limitations hereinafter set forth) of the Premises provided
that:


                              (i)
Tenant shall have delivered to Landlord a Transfer Statement pursuant to Section
12.6(B) and Landlord shall not have elected to exercise any of its options
pursuant to Section 12.8 within the times permitted therefor (a) to
sublet the Premises or any part thereof, (b) to terminate (in whole or in part)
this Lease, or (c) to have this Lease assigned to it or its designee;


                              (ii)
with respect to a sublease, the Premises shall not, without Landlord’s prior
written consent (which consent may be withheld by Landlord in its sole
discretion), have been listed or otherwise publicly advertised for subletting
at a rental rate less than the prevailing rental rate set by Landlord for space
in the Building;


                              (iii)
no Event of Default shall have occurred and be continuing;


                              (iv)
in Landlord’s reasonable judgment, the proposed assignee or subtenant shall be
a reputable entity of good character and otherwise shall have a financial
standing (taking into consideration the obligations of the proposed subtenant
or assignee under the proposed sublease or assignment), be of a character, be
engaged in a business, and propose to use the Premises in a manner in keeping
with the permitted uses and the standards in such respects of a first-class,
office building in the Borough of Manhattan;


                              (v)
neither the proposed assignee or subtenant nor any Affiliate of any proposed
assignee or subtenant shall be a person or entity with whom Landlord is then
negotiating, or has, in the past six (6) months, negotiated with, to lease
space in the Building, except to the extent there is no Comparable Space
available in the Building for leasing from Landlord;


                              (vi)
the proposed assignee or subtenant shall not then be a tenant or other occupant
of the Building or a Person which directly or indirectly controls, is controlled
by or is under common control (as defined in Section 12.4) with a tenant
or other occupant of the Building, except to the extent there is no Comparable
Space available in the Building for leasing from Landlord;


                              (vii)
in Landlord’s reasonable judgment, the character of the business to be
conducted or the proposed use of the Premises by the proposed assignee or
subtenant (a) shall not be likely to increase Landlord’s operating expenses for
the Building beyond that which would be incurred for use by Tenant or for use
in accordance with the standards of use of other tenancies then being sought
for the Building by Landlord; (b) shall not increase the burden on existing
cleaning services or elevators over the burden


- 32 -





prior
to such proposed assignment or subletting; and (c) shall be consistent with the
standards of first-class, office buildings in the Borough of Manhattan;


                              (viii)
any subletting shall end no later than one (1) day before the Expiration Date
(as extended by any renewal option theretofore exercised by Tenant);


                              (ix)
any subletting must result in there being no more than four (4) occupants
(including Tenant) occupying the Premises and no more than four (4) such
occupants per floor;


                              (x)
the subletting or assignment must comply with all Requirements of Law and any
space subleased, any space previously subleased, and the space, if any,
retained by Tenant must be commercially reasonable in size and configuration as
separate rental units and suitable for normal renting purposes; and


                              (xi)
Tenant shall reimburse Landlord on demand by notice from Landlord for any and
all reasonable costs that may be incurred by Landlord in connection with said
assignment or sublease referenced in Section 12.2.


          (B)
At least thirty (30) days prior to any proposed assignment or subletting,
Tenant shall submit a statement to Landlord (a “Transfer
Statement”) containing
the following information: (i) the name and address of the proposed bona fide
third-party assignee or subtenant, (ii) the proposed commencement date of the
assignment or sublease, (iii) all of the material terms and conditions of the
proposed assignment or subletting including the rent payable, and the use to
which it proposes to use the Premises to be assigned or sublet (iv) the nature
and character of the business of the proposed assignee or subtenant, (v) the
reasonable financial information required for Landlord to make its
determination as to the financial standing of such assignee or subtenant
(including, without limitation, the most recent financial report of such
proposed assignee or subtenant), (vi) Tenant’s calculation of Fixture Costs with
reasonably sufficient back-up documentation and any other commercially
reasonable information concerning the proposed assignment or subletting that
Landlord may request and (vii) a bona fide term sheet (the “Term
Sheet”) reflecting the
information in (i) through (iv) above, signed by Tenant and the proposed
assignee or subtenant. Within the ten (10) Business Day period after Landlord
receives the Transfer Statement and the requisite information required under
this Section 12.6(B), Landlord shall by notice to Tenant (the “Election
Notice”) (1) elect
whether to exercise any of its options pursuant to Section 12.8 or (2)
to grant or deny its consent to such assignment or subletting subject to and in
accordance with Section 12.6(A). If Landlord grants its consent to an
assignment or subletting, Tenant shall be permitted to enter into same at any
time within one hundred eighty (180) days after the submission of the Transfer
Statement, provided such assignment or subletting conforms to the Transfer
Statement and otherwise satisfies the requirements of this Section 12.6
and a copy of the fully-executed assignment or sublease agreement is delivered
to Landlord prior to its effectiveness and no later than ten (10) days after
execution. If an assignment or sublease satisfying the foregoing conditions is
not entered into within said one hundred eighty (180) day period, then


- 33 -





Tenant
shall be required to again submit a Transfer Statement and comply with this Section
12.6 with respect to any proposed assignment or subletting.


          (C)
To the extent Landlord’s consent is required for any assignment or subletting
pursuant to this Article 12, the consent of any Mortgagee and Lessor
shall also be required, and such consent shall be granted or denied on the same
terms and conditions as Landlord’s consent shall be granted or denied
hereunder.


          (D)
Notwithstanding anything to the contrary contained in this Lease, no assignment
of Tenant’s interest in this Lease shall be binding upon Landlord unless the
assignee, and, if assignee is a partnership, the individual general partners
thereof, shall execute and deliver to Landlord an agreement, in recordable
form, whereby such assignee (and such general partners, if applicable) agrees
unconditionally to be personally bound by and to perform all of the obligations
of Tenant hereunder and further expressly agrees that notwithstanding such
assignment the provisions of this Article shall continue to be binding upon
such assignee with respect to all future assignments and transfers.


          (E)
With respect to each and every sublease or subletting authorized by Landlord
under the provisions of this Lease, it is further agreed:


                              (i)
Each sublease shall provide that it is subject and subordinate to this Lease
and to any matters to which this Lease is or shall be subordinate, and that in
the event of termination, reentry or dispossess by Landlord under this Lease
Landlord may, at its option, take over all of the right, title and interest of
Tenant, as sublessor, under such sublease, and such subtenant shall, at
Landlord’s option, attorn to Landlord pursuant to the then executory provisions
of such sublease, except that Landlord shall not be (i) liable for any previous
act or omission of Tenant under such sublease, (ii) subject to any credit,
offset, claim, counterclaim, demand or defense, (iii) bound by any previous
modification, amendment, cancellation or surrender of such sublease or by any
previous prepayment of more than one (1) months’ rent, (iv) bound by any
covenant of Tenant to undertake or complete any construction of the Premises or
any portion thereof, (v) required to account for any security deposit of the
subtenant other than any security deposit actually delivered to Landlord by
Tenant or (vi) required to remove any person occupying the Premises or any part
thereof.


                              (ii)
Each sublease (other than a sublease to a Substantial Subtenant who may assign
its right or further sublet subject to and in strict accordance with the terms
and conditions of this Lease) shall provide that the subtenant (including
without limitation any sub-subtenant of a Substantial Subtenant) may not assign
its rights thereunder or further sublet the space demised under the sublease,
in whole or in part, without Landlord’s consent.


                              (iii)
Each sublease shall provide that (a) the subtenant will not pay any rent or
other sums under said sublease for more than one (1) month in advance of the
date due for any corresponding rental obligation under this Lease; (b) such
subtenant shall


- 34 -





deliver
to Landlord its drawings and specifications with respect to any construction,
alteration, renovation and/or restoration work with respect to the space
demised under subtenant’s sublease, and, upon completion thereof, “as-built”
drawings for such work.


          (F)
With respect to each Major Subletting, Landlord shall, upon written request
from Tenant, provide to the Major Subtenant a subordination, non-disturbance
and attornment agreement from Landlord on a form reasonably satisfactory to
Landlord, Tenant and the Major Subtenant.


          (G)
If Landlord shall elect any of the options referred to in clauses (i), (ii) or
(iii) of Section 12.8, and provided no Event of Default has occurred and
is continuing, Landlord shall pay to Tenant an amount equal to fifty percent
(50%) of the amount (the “Excess Net Sums”) equal to (x) rentals and other consideration payable under any
proposed sublease referenced in the Term Sheet in excess of the Rentals under
this Lease and (y) consideration payable under any proposed assignment
referenced in the Term Sheet (each a “Term Sheet Transaction”), after the
deduction of Tenant’s Fixture Costs (not to exceed Three ($3.00) Dollars per
rentable square foot (rsf) on an annual basis) and Landlord’s Costs as provided
under this Section 12.6(G) which shall in each case be paid to Landlord
and Tenant respectively. Whether or not a Term Sheet Transaction is actually
consummated by Landlord, Excess Net Sums shall be calculated on the basis of
the excess rentals and other consideration that would have arisen if the Term
Sheet Transaction was executed on the terms set forth in the Term Sheet. If
Landlord shall enter into an assignment, sublease or other occupancy agreement
with the same or a different assignee or subtenant, for greater actual profits,
Tenant shall not be entitled to any amount in excess of its 50% share of the
Excess Net Sums of the Term Sheet Transaction as set forth in the Term Sheet.
If Landlord shall enter into an assignment, sublease or other occupancy
agreement with the same or a different assignee or subtenant for lesser or no
actual profits, Tenant shall be entitled to an amount equal to its 50% share of
the Excess Net Sums of the Term Sheet Transaction as set forth in the Term
Sheet. By way of example, but not intending to be exhaustive, if the Rental
under the Lease is $35 per rsf, the Term Sheet provides for a sublease at $50
per rsf, Tenant’s Fixture Costs exceed but are capped at $3 per rsf and
Landlord’s Costs equal $2 per rsf, then:


	
  

 	
  

 
	
  

 	
           (1)
 If Landlord recaptures the applicable space under Section 12.8 and
 then rents such space at $50 per rsf, the excess of the $50 per rsf sublease
 rental over the $35 per rsf Rental under the Lease equal to $15 per rsf shall
 be paid as follows: (a) Tenant shall be reimbursed its Tenant’s Fixture Costs
 not to exceed $3 per rsf, (b) Landlord shall be reimbursed its Landlord’s
 Costs of $2 per rsf and (c) the Excess Net Sums of $10 per rsf shall be paid
 $5 per rsf to Landlord and $5 per rsf to Tenant;

 
	
  

 	
  

 
	
  

 	
           (2)
 If Landlord recaptures the applicable space under Section 12.8 and
 then rents such space at $60 per rsf, the excess of the $60 per rsf sublease
 rental over the $35 per rsf Rental under the Lease equal to $25 per rsf shall
 be paid as follows: (a) Tenant shall be reimbursed its Tenant’s Fixture Costs
 not to exceed $3 per rsf, (b) Landlord shall be reimbursed its Landlord’s
 Costs of $2 per rsf, (c) the Excess Net Sums

 


of
$10 per rsf shall be paid $5 per rsf to Landlord and $5 per rsf to Tenant and
(d) Landlord shall be entitled to the full profit in excess of $50 per rsf
equal to $10 per rsf;


- 35 -









	
  

 	
  

 
	
  

 	
           (3)
 If Landlord recaptures the applicable space under Section 12.8 and then
 rents such space at $48 per rsf, the excess of the $48 per rsf sublease
 rental over the $35 per rsf Rental under the Lease equal to $13 per rsf shall
 be paid as follows: (x) Tenant shall be reimbursed its Tenant’s Fixture Costs
 not to exceed $3 per rsf, (y) Landlord shall be reimbursed its Landlord’s
 Costs of $2 per rsf and (z) the balance of $8 per rsf shall be paid $5 per
 rsf to Tenant and $3 per rsf to Landlord; and

 
	
  

 	
  

 
	
  

 	
           (4)
 If Landlord recaptures the applicable space under Section 12.8 and
 then rents such space at $44 per rsf, the excess of the $44 per rsf sublease
 rental over the $35 per rsf Rental under the Lease equal to $9 per rsf shall
 be paid as follows: (u) Tenant shall be reimbursed its Tenant’s Fixture Costs
 not to exceed $3 per rsf, (v) Landlord shall be reimbursed its Landlord’s
 Costs of $2 per rsf and (w) the balance of $4 per rsf shall be paid to Tenant
 and Landlord shall contribute $1 per rsf to Tenant.

 


Notwithstanding
anything herein to the contrary, the sums payable under this Section 12.6(G)
shall only be payable to Tenant thirty (30) days after such rentals or
consideration, if any, are actually paid to and received by Landlord. In lieu
of payment thereof to Tenant, Landlord may at its option credit the amount of
such payments as and when due against the Fixed Rent then payable by Tenant
hereunder. If any sublease or assignment by Landlord includes other space in
the Building, or has a term that extends beyond the Expiration Date, then only
the excess rentals and excess consideration properly allocable to the
recaptured portion of the Premises for the remainder of the initial Term (and
only the Tenant’s Fixture Costs and Landlord’s Costs properly allocable to such
recaptured space for the remainder of the initial Term) shall be included in
the applicable calculation.


          Section
12.7 (A) For purposes of this Section
12.7,


                    (1)
The term “Assignment
Profit” shall mean the amount by which (x) all sums
and other considerations paid to Tenant by the assignee for or by reason of
such assignment (including, but not limited to, sums paid for the sale or
rental of Tenant’s fixtures, leasehold improvements, equipment, furniture,
furnishings or other personal property, less, in the case of a sale thereof,
the fair market value thereof, determined at Tenant’s sole expense on the basis
of evidence reasonably satisfactory to Landlord, which net fair market value
shall be deducted from the sum paid in connection with such sale in equal
monthly installments over the period of time over which such additional sums
are to be paid) exceeds (y) (i) the commercially reasonable costs actually
incurred by Tenant in effectuating such assignment for legal fees, marketing
expenses, advertising expenses, free rent and other monetary inducements, new
or additional improvements to prepare the space for occupancy (and any work
allowance given in lieu of or in addition to performance of any improvements)
and brokerage costs deducted as and when such sums are paid, all based upon
bills, receipts or other evidence of such costs reasonably satisfactory to
Landlord plus (ii) the balance of the Tenant’s Fixture Costs, to the extent


- 36 -





fixtures
and leasehold improvements are actually made available to the applicable
assignee, but in no event shall such balance of the Tenant’s Fixture Costs
exceed Three ($3.00) Dollars per rentable square foot on an annual basis.


                    (2)
The term “Sublease
Profit” shall mean in any year of the Term the
amount by which (x) the sum of (A) any rents, additional rent or other
consideration payable under the sublease to Tenant by the subtenant which is in
excess of the Fixed Rent, Escalations and Additional Rent accruing during such
year of the Term in respect of the subleased space (at the rate per square foot
payable by Tenant hereunder) pursuant to the terms hereof and (B) all sums paid
for the sale or rental of Tenant’s fixtures, leasehold improvements, equipment,
furniture or other personal property, less, in the case of the sale thereof, the
fair market value thereof, determined at Tenant’s sole expense on the basis of
evidence reasonably satisfactory to Landlord, which net fair market value shall
be deducted from the sum paid in connection with such sale in equal monthly
installments over the period of time over which such additional sums are to be
paid, exceeds (y) (i) the commercially reasonable costs actually incurred by
Tenant in effecting such sublease for legal fees, marketing expenses,
advertising expenses, free rent and other monetary inducements, new or
additional improvements to prepare the space for occupancy (and any work
allowance given in lieu of or in addition to performance of any improvements)
work required to prepare the space for occupancy and brokerage costs all based
upon bills, receipts or other evidence of such costs reasonably satisfactory to
Landlord in all respects, with any such expenses being deducted from the
amounts referred to in clause (x) above in equal monthly installments over the
balance of the term of the sublease plus (ii) Tenant’s Fixture Costs allocated
to the space subleased, to the extent fixtures and leasehold improvements are
actually included under the applicable sublease, deducted from the amounts
referred to in clause (x) above in equal monthly installments over the term of
the sublease, but in no event shall such Tenant’s Fixture Costs exceed Three
($3.00) Dollars per rentable square foot of the subleased space on an annual
basis.


          (B)
If Landlord shall give its consent to any assignment of this Lease or to any
sublease, Tenant shall pay fifty (50%) percent of the Assignment Profit or
Sublease Profit, as the case may be, to Landlord. The sums payable under this Section 12.7
shall be paid to Landlord as Additional Rent as and when the assignee or
subtenant pays the consideration and/or rent to Tenant that gives rise to
Assignment Profit or Sublease Profit, as the case may be. Notwithstanding the
foregoing, Tenant shall not be obligated to pay to Landlord any of the
Assignment Profit or Sublease Profit, as the case may be, in connection with
any assignments or sublettings to Related Entities under Section
12.4(A)(i)(a).


          Section
12.8 Notwithstanding anything herein to the contrary,
except for any assignment or subletting which does not require Landlord’s
consent pursuant to Section 12.4 hereof, Tenant’s
delivery of the Transfer Statement shall be deemed an offer from Tenant to
Landlord whereby Landlord (or Landlord’s designee) may, at its option, (i)
sublease such space from Tenant upon the terms and conditions hereinafter set
forth (if the proposed transaction is a sublease of all or part of the
Premises), (ii) have this Lease


- 37 -





assigned
to it or terminate this Lease (if the proposed transaction is an assignment or
a sublease of all or substantially all of the Premises for all or substantially
all of the balance of the Term, or a sublease of a portion of the Premises
which, when aggregated with other subleases then in effect, covers all or
substantially all of the Premises for all or substantially all of the balance
of the Term) or (iii)terminate this Lease with respect to the space covered by
the proposed sublease (if the proposed transaction is a sublease of part of the
Premises for all or substantially all of the balance of the Term). A sublease
shall be deemed to be for all or substantially all of the balance of the Term
hereof, if the expiration date thereof falls during the last year of the Term
hereof. Said options may be exercised by Landlord by notice to Tenant at any
time within the thirty (30) day period after Landlord receives the Transfer
Statement and all such other documentation and information required or
requested by Landlord as specified in Section 12.6(8).


          Section
12.9 (A) If Landlord exercises its
option to terminate this Lease in the case where Tenant desires either to
assign this Lease or sublet all or substantially all of the Premises for all or
substantially all of the balance of the Term, then, this Lease shall end and
expire on the date (the “Early Termination Date”) that such assignment or
sublease was to be effective or commence as the case may be (but no earlier
than thirty (30) days) from the date of the Election Notice and the Fixed Rent,
Escalation Rent and Additional Rent shall be paid and apportioned as of the
Early Termination Date, and Tenant shall deliver vacant possession of the
Premises to Landlord in the condition required by this Lease on the Early
Termination Date. 


          (B)
If Landlord exercises its option to have this Lease assigned to Landlord (or
Landlord’s designee) in the case where Tenant desires either to assign this
Lease or sublet all or substantially all of the Premises for all or
substantially all of the balance of the Term, then Tenant shall assign this
Lease to Landlord (or Landlord’s designee) by an assignment in form and
substance reasonably satisfactory to Landlord, and if Landlord’s designee is
the assignee, Landlord shall be deemed hereby to release Tenant from its Rental
and other obligations hereunder. Such assignment shall be effective on the date
the proposed assignment was to be effective or the date the proposed sublease
was to commence, as the case may be (but no earlier than thirty (30) days from
the date of the Election Notice. If the proposed assignee or sublessee was to
receive any consideration or concessions from Tenant in connection with the
proposed assignment or sublease, then Tenant shall pay all such consideration
and/or grant all such concessions to Landlord (or Landlord’s designee) at the
time and in the manner set forth in the proposed assignment or sublease.


          (C)
If Landlord exercises its option to terminate this Lease with respect to the
space covered by Tenant’s proposed sublease in any case where Tenant desires to
sublet part of the Premises for all or substantially all of the balance of the
Term, then (i) this Lease shall end and expire with respect to such part of the
Premises on the date set forth in Landlord’s Election Notice, which date shall
be the date that the proposed sublease was to commence (but no earlier than
thirty (30) days from the date of the Election Notice); (ii) from and after
such date, the Fixed Rent and Escalation Rent (including without limitation
Tenant’s Tax Share and Tenant’s Operating Share) shall be adjusted,


- 38 -





based
upon the proportion that the rentable area of the Premises remaining bears to
the total rentable area of the Premises; and (iii) Tenant shall pay to
Landlord, upon demand, as Additional Rent hereunder the reasonable costs
incurred by Landlord in physically separating such part of the Premises from
the balance of the Premises and in complying with Requirements of Law relating
to such separation to the extent Tenant agreed to pay such costs pursuant to
the Transfer Statement.


          (D)
If Landlord exercises its option to sublet the Premises or the portion(s) of
the Premises which Tenant desires to sublet, such sublease to Landlord or its
designee (as subtenant) shall be at the rentals set forth in the proposed
sublease and shall be for the same term as that of the proposed subletting,
and: 


                              (i)
The sublease shall be expressly subject to all of the covenants, agreements,
terms, provisions and conditions of this Lease except such as are irrelevant or
inapplicable, and except as otherwise expressly set forth to the contrary in
this section;


                              (ii)
Such sublease shall be upon the same terms and conditions as those contained in
the proposed sublease, except such as are irrelevant or inapplicable and except
as otherwise expressly set forth to the contrary in this section;


                              (iii)
Such sublease shall give the sublessee the unqualified and unrestricted right,
without Tenant’s permission, to assign such sublease or any interest therein
and/or to sublet the space covered by such sublease or any part or parts of
such space.


                              (iv)
Such sublease shall provide that any assignee or future subtenant of Landlord
or its designee, may, at the election of Landlord or such designee, be
permitted to make changes, alterations and improvements in such space or any
part thereof provided that (a) with respect to subleases with terms of less
than five (5) years, any such changes, alterations and improvements in such
space therein made by any subtenant of Landlord or its designee must be removed
by such subtenant prior to or upon the expiration or other termination of such
sublease and such subtenant must restore the Premises substantially to its
prior condition, reasonable wear and tear and damage by casualty excepted,
provided that such removal had been contemplated under the Transfer Statement
and such expiration or termination occurs prior to two (2) years before the
Fixed Expiration Date (or two (2) years before the expiration date of the
Extension Term if Tenant has properly exercised the Extension Option as
provided under Article 42) and (b) with respect to subleases with
terms of five (5) years or more, any such changes, alterations and improvements
made by any subtenant of Landlord or its designee need not be removed by such
subtenant prior to or upon the expiration or earlier termination of such
sublease;


                              (v)
Such sublease shall also provide that (a) the parties to such sublease
expressly negate any intention that any estate created under such sublease be
merged with any other estate held by either of said parties, (b) any assignment
or subletting by Landlord or its designee (as the subtenant) may be for any
purpose or purposes that Landlord, in Landlord’s sole discretion, shall deem
suitable or appropriate, provided that


- 39 -





such
purpose is permitted by the certificate of occupancy for the Building and
further provided such purpose will not unreasonably interfere with the use of
the remaining portion of the Premises if such sublease covers only a portion
thereof, (c) Tenant, at Tenant’s expense, shall and will at all times provide
and permit reasonably appropriate means of ingress to and egress from such
space so sublet by Tenant to Landlord or its designee, (d) Landlord, at
Tenant’s expense, may make such alterations as may be required or deemed
necessary by Landlord to physically separate the subleased space from the
balance of the Premises, and to comply with any Requirements of Law relating to
such separation, and (e) that at the expiration of the term of such sublease,
Tenant will accept the space covered by such sublease in its then existing
condition, subject to the obligations of the sublessee to make such repairs thereto
as may be necessary to preserve the premises demised by such sublease in good
order and condition; and


                              (vi)
If Landlord or its designee is the subtenant, either (x) Landlord shall be
deemed hereby to release Tenant from such portion of its rental obligations
hereunder which are payable by Landlord’s designee pursuant to such sublease or
(y) Tenant shall be entitled to offset the rental and other obligations payable
under such sublease against its Rental obligations hereunder; and Tenant shall
not be liable under this Lease for breaches of the terms and conditions of this
Lease covered by the actions, failures to act or omissions of Landlord or its
designee under such sublease.


          Section
12.10 If Landlord shall withhold
its consent to any proposed sublease, or if Landlord shall exercise any of its
options under Section 12.8, (a) Tenant shall indemnify and hold Landlord
harmless from and against any and all claims for commission, fee, reimbursement
for expenses or other compensation by any Person who shall claim to have dealt
with Tenant or any proposed assignee or sublessee in connection with a proposed
assignment or sublease of the Premises and for any and all costs incurred by
Landlord in connection with such claims, including, without limitation,
reasonable attorneys’ fees and disbursements and (b) Landlord shall indemnify
and hold Tenant harmless from and against any and all claims for commission,
fee, reimbursement for expenses or other compensation by any Person who shall
claim to have dealt with Landlord in connection with a proposed assignment or
sublease of the Premises and for any and all costs incurred by Tenant in
connection with such claims, including, without limitation, reasonable
attorneys’ fees and disbursements.


          Section
12.11 The listing of any name other
than that of Tenant, whether on the doors of the Premises or the Building
directory, or otherwise, shall not operate to vest any right or interest in
this Lease or in the Premises, nor shall it be deemed to be the consent of
Landlord to any assignment or transfer of this Lease or to any sublease of the
Premises or to the use or occupancy thereof by others.


ARTICLE 13

ELECTRICITY


          Section
13.1 (A) Landlord shall make
available to Tenant within the Premises, up to six (6) watts of electricity per
rentable square foot of space in the Premises, demand


- 40 -





load,
excluding electricity required in connection with the base Building HVAC
systems. Tenant shall have the option to obtain an additional two (2) watts of
electricity per rentable square foot of space in the Premises, demand load, to
be exercised by delivery of written notice to Landlord on or before December
31, 2000, time being of the essence. Landlord shall make such additional
electricity available to Tenant, provided, that, subject to the requirements of
Article 3 (other than the approval requirement under Section 3.1 (A)
and Section 3.1 (B), and at Tenant’s sole cost and expense, Tenant shall
perform all work necessary to obtain such additional electricity
(a) through connection to an existing riser designated by Landlord in
Stairwell A and/or (b) with respect to the fifth floor, by also modifying the
existing 480 volt service in the Building’s basement electric room. All electrical
energy used by Tenant at or with respect to the Premises (“Tenant’s Electricity”) shall be
provided on a submetered basis. The amounts to be paid for Tenant’s Electricity
shall be measured on one or more electric submeters measuring both demand and consumption,
which submeters shall be installed and maintained by Landlord. Where more than
one submeter measures Tenant’s Electricity, the service rendered through each
submeter shall be computed and billed separately in accordance with the
provisions hereof. Bills for Tenant’s Electricity shall be rendered to Tenant
and shall be payable as Additional Rent.


          (B)
Subject to the provisions set forth below in this Section 13.1 (B), the
amount to be charged to Tenant by Landlord for any billing period for Tenant’s
Electricity shall be the sum of One Hundred Five (105%) percent of the amount
indicated by applying both the number of Kilowatts of demand for such period
and the Kilowatt hours of consumption for such period to Landlord’s Rate
Schedule for such period. In addition, Tenant shall pay, and Landlord shall
remit to the appropriate Governmental Authorities, all sales taxes, utility
taxes and other charges payable on the amounts set forth hereinabove.


          Section
13.2 (A) Subject to Section 13.1(A), Tenant
covenants and agrees that at all times its use of electricity will not exceed
the capacity of existing feeders to the Premises or the risers or wiring
installations therein and Tenant shall not use any electrical equipment which,
in Landlord’s reasonable judgment, will overload such installation or interfere
with the use thereof by other tenants in the Building. In the event that, in
Landlord’s sole judgment, Tenant’s electrical requirements necessitate
installation of an additional riser, risers or other proper necessary equipment
or services, including ventilation or air conditioning, the same shall if
Landlord deems practicable (taking into consideration the needs of other
tenants and of other space in the Building) be provided or installed by
Landlord at Tenant’s sole expense, which shall be chargeable and collectible as
Additional Rent. Rigid or EMT conduits only will be allowed. Tenant shall at
all times comply with the rules, regulations, terms and conditions applicable
to service, equipment, and wiring requirements of the public utility supplying
electricity to the Building. Tenant shall have the right to use any electrical
equipment if Landlord’s engineer reasonably determines that such equipment will
not exceed the capacity of existing feeders.


          (B)
Landlord shall not be liable for any loss, damage or expense or in any other
way to Tenant for any failure, interruption or defect of any kind in the supply
or character


- 41 -





of
electric service furnished to the Premises by reason of any Requirements of
Law, act or omission of the utility serving the Building (including without
limitation the Current Service Provider and any Alternate Service Provider) or
for any other reason not attributable to the gross negligence or willful misconduct
of Landlord, nor shall there be any allowance to Tenant for a diminution of
rental value, nor shall the same constitute an actual or constructive eviction
of Tenant, in whole or in part, or relieve Tenant from any of its Lease
obligations, and no liability shall arise on the part of Landlord by reason of
inconvenience, annoyance or injury to business.


          Section
13.3 If Landlord is compelled to
discontinue furnishing electricity to Tenant on a submetered basis by reason of
any Requirements of Law, Landlord shall promptly notify Tenant of such
Requirements of Law, and this Lease shall continue in full force and effect and
shall be unaffected thereby, except only that from and after the effective date
of such Requirements of Law, Landlord shall not be obligated to furnish
electricity to Tenant on a submetered basis and Tenant shall arrange to obtain
electricity directly from the utility company serving the Building. Such
electricity may be furnished to Tenant by means of the existing electrical facilities
serving the Premises to the extent that the same are available, suitable and
safe for such purposes. All meters and all additional panel boards, feeders,
risers, wiring and other conductors and equipment which may be required to
obtain electricity of substantially the same quantity, quality and character,
shall be installed by Landlord at Landlord’s expense, provided, however, that
Landlord shall be entitled to include such expenses as an Operating Expense
under Article 27.


          Section
13.4 Landlord shall furnish and
install all replacement lighting, tubes, lamps, bulbs and ballasts required in
the Premises and Tenant shall pay to Landlord or its designated contractor upon
demand as Additional Rent the then established reasonable charges therefor of
Landlord or its designated contractor, as the case may be.


          Section
13.5 Landlord shall have the right
at any time and from time to time during the Term, to the extent permitted by
Requirements of Law, to either contract for electricity service with the
current utility company providing electricity service to the Building (the “Current
Service Provider”) or to
contract for service from an alternate company or companies providing
electricity service (each an “Alternate Service Provider”). Tenant shall cooperate with Landlord, the
Current Service Provider and any Alternate Service Provider at all times, and
as reasonably necessary, to allow Landlord, Current Service Provider and any
Alternate Service Provider reasonable access to any and all electric lines,
feeders, wiring and other machinery within the Premises. Tenant may not utilize
the services of any Alternate Service Provider, and no such Alternate Service
Provider shall be permitted to provide service to Tenant or to install its
lines or other equipment within the Building, without the prior written consent
of Landlord, which may be given or withheld in Landlord’s sole discretion.


ARTICLE 14

ACCESS TO PREMISES


          Section
14.1 (A) Tenant shall permit Landlord, its agents and contractors and


- 42 -





public
utilities servicing the Building to erect, use and maintain concealed ducts,
pipes and conduits in and through the Premises at reasonable times and upon
reasonable notice, subject to Section 4.3. The erection of such ducts,
pipes and conduits shall not reduce the size of the Premises except to a de minimus extent. Landlord or its agents,
licensees, contractors and representatives shall have the right, subject to Section
4.3, to enter the Premises at all reasonable times upon reasonable prior
notice (except that no notice shall be required in case of emergency and which
notice may be oral in the case of an examination of the Premises), to examine
the same, and to make such repairs, alterations, improvements or additions
(including, without limitation, reinforcement of columns in the Premises as
Landlord may deem necessary or desirable for the support of the floors above
the Premises) (i) to the Premises or to any other portion of the Building as
Landlord may deem reasonably necessary or desirable, (ii) which Landlord may
elect to perform pursuant to Section 4.1 following Tenant’s failure to
make repairs or perform any work which Tenant is obligated to make or perform
under this Lease, or (iii) for the purpose of complying with all Requirements
of Law. Subject to Section 4.3, Landlord and such other persons
authorized by Landlord shall be allowed to take all materials into and upon the
Premises that may be reasonably required therefor and to take over discrete
portions of the Premises at any one time to the extent necessary to perform
such work or to maintain any additional columns erected in the Premises or to
ensure the safety of Tenant’s personnel while such work is being performed
without the same constituting an eviction or constructive eviction of Tenant in
whole or in part. The Fixed Rent (and any other item of Rental) shall in no way
abate while said repairs, alterations, improvements or additions are being
made, by reason of loss or interruption of business of Tenant, or otherwise. Tenant
shall also grant access at Landlord’s request to other tenants in the Building
in connection with Alterations being made by such tenants, provided that each
such tenant shall agree in writing to indemnify and hold Tenant harmless from
and against any and all claims, loss, cost and damage (including without
limitation reasonable attorney’s fees and disbursements) arising from such
access and that said access shall be on the same terms as those afforded to
Landlord hereunder. Landlord shall not be liable for any acts of other tenants
on the Premises in connection with any such access.


          (B)
Any work performed or installations made pursuant to this Article 14
shall be made with reasonable diligence and otherwise pursuant to Section
4.3. Landlord shall promptly repair any damage to the Premises or Tenant’s
Property caused by such work or installations.


          (C)
Any pipes, ducts, or conduits installed in or through the Premises pursuant to
this Article 14 shall either be concealed behind, beneath or within
partitioning, columns, ceilings or floors located or to be located in the
Premises, or completely enclosed at points immediately adjacent to
partitioning, columns or ceilings located or to be located in the Premises.


          Section
14.2 Throughout the Term, Landlord
may, during normal business hours and upon reasonable prior notice, which
notice may be oral, exhibit the Premises to prospective tenants, Mortgagees,
Lessors or purchasers of the Building. If Tenant shall not be present when entry
into the Premises shall be necessary or permissible hereunder,


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Landlord
or its agents may enter the same without rendering Landlord or such agents
liable therefor (if during such entry Landlord or its agents shall accord
reasonable care to Tenant’s Property), and without in any manner affecting this
Lease.


          Section
14.3 Nothing contained in this Article
14 shall be deemed or construed to impose upon Landlord any obligation,
responsibility or liability whatsoever, for the care, supervision or repair of
the Building or any part thereof, other than as herein provided.


          Section
14.4 Landlord also shall have the
right at any time, without the same constituting an actual or constructive
eviction and without incurring any liability to Tenant therefor, to make or
permit to be made such changes, alterations, additions and improvements outside
of the Premises (or inside the Premises pursuant to Section 14.1 hereof)
in or to the Building and the fixtures and equipment thereof as Landlord shall
deem necessary or desirable (including, without limitation, changing the
arrangement or location of or erecting additional entrances or passageways,
doors and doorways, and corridors, columns, elevators, stairs, toilets or other
public parts of the Building), provided any such change does not deprive Tenant
of reasonable access to the Premises. All parts (except surfaces facing the
interior of the Premises) of all walls, windows and doors bounding the Premises
(including exterior Building walls, exterior core corridor walls, exterior
doors and entrances), all balconies, terraces and roofs adjacent to the
Premises, all space in, or adjacent to the Premises used for shafts, stacks,
stairways, chutes, pipes, conduits, ducts, fan rooms, heating, air cooling,
plumbing and other mechanical facilities, service closets and other Building
facilities, except Tenant Alterations (other than Building Systems), are not
part of the Premises, and Landlord shall have the use thereof, as well as
reasonable access thereto through the Premises (subject to the requirement
(except in the case of emergency) that Landlord give prior notice thereof to
Tenant as set forth in this Article 14), for the purposes of operation,
maintenance, alteration, repair and replacement. Notwithstanding the foregoing,
Landlord shall use reasonable efforts to minimize interference as provided in Section
4.3.


          Section
14.5 Landlord reserves the right to
add new addresses to the Building provided the designation “One Park Avenue” is
not removed as an address of the Building, and/or to place signs above the
entrances to the Building at any time and from time to time. Neither this Lease
nor any use by Tenant shall give Tenant any easement or other right in or to
the use of any door or any passage or any concourse or any plaza connecting the
Building with any subway or any other building or to any public conveniences,
or to any particular entranceways to public streets, and the use of such doors,
passages, concourses, plazas, entranceways and conveniences may without notice
to Tenant, be regulated or discontinued at any time by Landlord provided
Tenant’s access to Premises is not blocked. Notwithstanding the foregoing,
Landlord shall, at all times during the Term and any extension thereof, provide
reasonable access to the Building from an entrance on Park Avenue.


          Section
14.6 If Tenant shall not be
personally present to open and permit an entry into the Premises at any time
when for any reason an entry therein shall be urgently necessary by reason of
fire or other emergency, Landlord or Landlord’s agents may


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forcibly
enter the same without rendering Landlord or such agents liable therefor and
without in any manner affecting the obligations and covenants of this Lease.
Provided that the portion of the Premises designated by Tenant as a Secured
Area does not block access to Building Systems or the Basic Construction of the
Building, Landlord shall use reasonable efforts if reasonably practicable to
minimize the amount of outside traffic by Landlord and its agents, employees
and contractors that enter and pass through any Secured Area and will
endeavor to use other areas of the Premises to obtain such access, provided
such other areas are, in Landlord’s reasonable judgment, suitable for such
access in lieu of the Secured Area for Landlord’s purposes of being in the
Premises. Notwithstanding anything in this Lease to the contrary, but subject
to Section 4.3, in no event shall the obligations of Landlord under
this Section 14.6 in any way be construed to obligate Landlord to pay
overtime or premium rates for work, materials or access to the Secured Area or
any other area of the Premises, and in no event shall Landlord be deemed to be
obligated to spend any greater sums of money to perform any work than it would
have had to pay if Landlord, and its agents, employees and contractors, had
obtained access to the Secured Area except as specifically provided in this
Lease. Furthermore, the provisions of this Section 14.6 shall not
be construed to prevent Landlord and its agents, employees and contractors from
immediate access to any Secured Area in case of a real or threatened emergency,
or for the performance of work in any Secured Area, whether for Tenant or
otherwise.


          Section
14.7 Tenant shall be permitted
access to the Building and the Premises twenty-four (24) hours per day, seven
(7) days per week, subject to conditions beyond Landlord’s control and subject
to Landlord’s reasonable security and operating procedures for the Building.


ARTICLE 15

CERTIFICATE OF OCCUPANCY


          Section
15.1 Tenant shall not be obligated
to obtain any certificate of occupancy or amendment to the existing certificate
of occupancy in order to use the Premises as provided in Section 2.1,
provided, however, that Tenant shall obtain and maintain any amendment to the
certificate of occupancy covering the Premises which is required as a result of
any Alterations or Tenant’s particular manner of use of the Premises. Tenant
shall not at any time use or occupy the Premises in violation of the
certificate of occupancy for the Building and in the event that any
Governmental Authority shall hereafter contend or declare by notice, violation,
order or in any other manner whatsoever that the Premises are used for a purpose
in violation of such certificate of occupancy, Tenant shall, upon five (5)
Business Days notice from Landlord or any Governmental Authority, immediately
discontinue such use of the Premises. No certificate of occupancy shall be
deemed to constitute a representation or warranty by Landlord that the
Premises, or any part thereof, lawfully may be used or occupied for any
particular purpose or in any particular manner, including that the zoning of
the Building and/or the Premises permits Tenant’s intended use of the Premises.


          Section
15.2 Tenant, at Tenant’s sole cost
and expense and after notice to


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Landlord,
may contest by appropriate proceedings prosecuted diligently and in good faith,
any notice, violation, order or other communication by a Governmental Authority
that the Premises is being used in violation of any certificate of occupancy,
provided, that (i) Landlord (or any Indemnitee) shall not be subject to
prosecution for a crime, nor shall the Real Property or any part thereof be subject
to being condemned or vacated, nor shall any certificate of occupancy for the
Premises or the Building be suspended or in material risk of suspension by
reason of noncompliance or by reason of such contest, (ii) before the
commencement of such contest, if Landlord or any Indemnitee may be subject to
any civil fines or penalties or if Landlord may be liable to any independent
third party as a result of such noncompliance, or the Estimated Compliance
Costs, as reasonably estimated by Landlord, exceed Five Hundred Thousand and 00/100 ($500,000.00) Dollars, then
unless Tenant shall have met the Financial Requirements, Tenant shall furnish
to Landlord either (x) a bond of a surety company satisfactory to Landlord in
its reasonable discretion, in form and substance reasonably satisfactory to
Landlord, and in an amount at least equal to one hundred fifty percent (150%)
of the sum of (A) the cost of such compliance, (B) the civil penalties or fines
that may accrue by reason of such noncompliance (as reasonably estimated by
Landlord) and (C) the amount of such liability to independent third parties
((A), (B) and (C) being referred to herein collectively as “Estimated Compliance Costs”) and shall
indemnify Landlord (and any Indemnitee) against the cost of such compliance and
liability resulting from or incurred in connection with such contest or
noncompliance or (y) if requested by Tenant, other security satisfactory in all
respects to Landlord, (iii) such noncompliance or contest shall not constitute
or result in Landlord being in default (or being subject to default either with
the giving of notice or the passage of time or both) of the terms of any
Mortgage or Superior Lease, or if such Mortgage or Superior Lease shall
condition such noncompliance or contest upon the taking of action or furnishing
of security by Landlord, such action shall be taken or such security shall be
furnished at the expense of Tenant, (iv) such noncompliance or contest, in
Landlord’s reasonable judgment, shall not otherwise adversely affect the
Building or the Premises or the character or reputation of the Building or
Landlord, (v) Tenant shall keep Landlord regularly advised as to the status of
such proceedings and (vi) such noncompliance or contest shall not result in any
notes or notices of violation being issued against the Building or Real
Property by the Department of Buildings of the City of New York or any other
Governmental Authority.


ARTICLE 16

CONDITIONS OF LIMITATION


          Section
16.1 Each of the following events
shall be an “Event of Default” and constitute a condition of limitation hereunder:


          (A)
if Tenant shall default in the payment when due of any installment of Fixed
Rent, Additional Rent, Escalation Rent or other Rental and such default shall
continue for five (5) days after Landlord’s notice of such default is given to
Tenant; provided, however, that if Tenant shall default in the timely payment
of Fixed Rent, Additional Rent, Escalation Rent or other Rental two (2) or more
times in any period of twelve (12) months, then, notwithstanding that such
defaults shall have been cured, upon any further default


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in
the timely payment of Fixed Rent, Additional Rent, Escalation Rent or other
Rental, Landlord may serve a three (3) days notice of termination of this Lease
upon Tenant without affording to Tenant an opportunity to cure such further
default; or


          (B)
If Tenant shall default in the observance or performance of any other term,
covenant or condition of this Lease on Tenant’s part to be observed or
performed and Tenant shall fail to remedy such default within thirty (30) days
after notice by Landlord to Tenant of such default, or, if such default is of
such a nature that it cannot be cured within thirty (30) days and the
continuation of the period required for cure will not subject Landlord to the
risk of civil or criminal liability or of default under any Mortgage or
Superior Lease, if Tenant shall not (i) within such thirty (30) day period
notify Landlord of its intention to cure the default, (ii) commence within such
thirty (30) day period to cure such default, and (iii) within an additional
sixty (60) day period, diligently prosecute such cure to completion and remedy
such default; or


          (C)
if Tenant’s interest in this Lease shall devolve upon or pass to any person,
whether by operation of law or otherwise, except as expressly permitted under Article
12; or


          (D)
if Tenant shall generally not, or shall be unable to, or shall admit in writing
its inability to, pay its debts as they become due; or


                              (i)
if Tenant shall commence or institute any case, proceeding or other action (a)
seeking relief on its behalf as debtor, or to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or its
debts under any existing or future law of any jurisdiction, domestic or
foreign, relating to bankruptcy, insolvency, reorganization or relief of
debtors, or (b) seeking appointment of a receiver, trustee, custodian or other
similar official for it or for all or any substantial part of its property; or


                              (ii)
if Tenant shall make a general assignment for the benefit of creditors; or


                              (iii)
if any case, proceeding or other action shall be commenced or instituted
against Tenant (a) seeking to have an order for relief entered against it as
debtor or to adjudicate it a bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding-up, liquidation, dissolution, composition or
other relief with respect to it or its debts under any existing or future law
of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, or (b) seeking appointment of a receiver,
trustee, custodian or other similar official for it or for all or any
substantial part of its property, which either (x) results in any such entry of
an order for relief, adjudication of bankruptcy or insolvency or such an
appointment or the issuance or entry of any other order having a similar effect
or (y) remains undismissed for a period of sixty (60) days; or


                              (iv)
if any case, proceeding or other action shall be commenced or


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instituted
against Tenant seeking issuance of a warrant of attachment, execution,
distraint or similar process against all or any substantial part of its
property which results in the entry of an order for any such relief which shall
not have been vacated, discharged, or stayed or bonded pending appeal within
sixty (60) days from the entry thereof; or


                              (v)
if Tenant shall take any action in furtherance of, or indicating its consent
to, approval of, or acquiescence in, any of the acts set forth in clauses (ii),
(iii), (iv) or (v) above; or


                              (vi)
if a trustee, receiver or other custodian is appointed for any substantial part
of the assets of Tenant which appointment is not vacated or effectively stayed
within twenty (20) days.


          Section
16.2 (A) If an Event of Default (i) described in Section
16.1(D) (or Section 16.1(A) after two (2) or more defaults in
any twelve (12) month period as provided herein) shall occur, or (ii) described
in Sections 16.1(A), (B), or (C), shall occur and Landlord, at any time thereafter, at Landlord’s option
gives written notice to Tenant stating that this Lease and the Term shall
expire and terminate on the date specified in such notice, which date shall not
be less than three (3) days after the giving of such notice, then this Lease
and the Term and all rights of Tenant under this Lease shall expire and
terminate as if the date on which the Event of Default described in clause (i)
of this Section 16.2(A) occurred or the date specified in the notice
given pursuant to clause (ii) of this Section 16.2(A), as the case may
be, were the Fixed Expiration Date and Tenant immediately shall quit and
surrender the Premises but Tenant shall remain liable for damages as provided
in this Lease. Anything contained herein to the contrary notwithstanding, if
such termination shall be stayed by order of any court having jurisdiction over
any proceeding described in Section 16.1(D), or by federal or state
statute, then, following the expiration of any such stay, or if the trustee
appointed in any such proceeding, Tenant or Tenant as debtor-in-possession
shall fail to assume Tenant’s obligations under this Lease within the period
prescribed therefor by law or within one hundred twenty (120) days after entry
of the order for relief or as may be allowed by the court, or if said trustee,
Tenant or Tenant as debtor-in-possession shall fail to provide adequate
protection of Landlord’s right, title and interest in and to the Premises or
adequate assurance of the complete and continuous future performance of
Tenant’s obligations under this Lease, Landlord, to the extent permitted by law
or by leave of the court having jurisdiction over such proceeding, shall have
the right, at Landlord’s election, to terminate this Lease on five (5) days’
notice to Tenant, Tenant as debtor-in-possession or said trustee and upon the
expiration of said five (5) day period this Lease shall cease and expire as
aforesaid and Tenant, Tenant as debtor-in-possession or said trustee shall
immediately quit and surrender the Premises as aforesaid.


          (B)
If this Lease shall be terminated as provided in Section 16.2(A),
Landlord, without notice, may reenter and repossess the Premises and may dispossess
Tenant by summary proceedings or otherwise.


          Section
16.3 If, at any time, (i) Tenant
shall comprise two (2) or more persons,


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or
(ii) Tenant’s obligations under this Lease shall have been guaranteed by any
person other than Tenant, or (iii) Tenant’s interest in this Lease shall have
been assigned, the word “Tenant”, as used in Section 16.1(C), shall be
deemed to mean anyone or more of the persons primarily or secondarily liable
for Tenant’s obligations under this Lease. Any moneys received by Landlord from
or on behalf of Tenant during the pendency of any proceeding of the types
referred to in Section 16.1(C) shall be deemed paid as compensation for
the use and occupation of the Premises and the acceptance of any such
compensation by Landlord shall not be deemed an acceptance of Rental or a
waiver on the part of Landlord of any rights under Section 16.2.


          Section
16.4 (A) If Tenant shall have
assigned its interest in this Lease, and this Lease shall thereafter be
disaffirmed or rejected in any proceeding under the United States Bankruptcy
Code or under the provisions of any Federal, state or foreign law of like
import, or in the event of termination of this Lease by reason of any such
proceeding, the assignor or any of its predecessors in interest under this
Lease, upon request of Landlord given within ninety (90) days after such
disaffirmance or rejection shall (a) pay to Landlord all Fixed Rent, Escalation
Rent and Additional Rent then due and payable to Landlord under this Lease to
and including the date of such disaffirmance or rejection and (b) enter into a
new lease as lessee with Landlord of the Premises for a term commencing on the
effective date of such disaffirmance or rejection and ending on the Fixed
Expiration Date, unless sooner terminated as in such lease provided, at the
same Fixed Rent, Escalation Rent and Additional Rent and upon the then
executory terms, covenants and conditions as are contained in this Lease,
except that (i) the rights of the lessee under the new lease, shall be subject
to any possessory rights of the assignee in question under this lease and any
rights of persons claiming through or under such assignee, (ii) such new lease
shall require all defaults existing under this Lease to be cured by the lessee
with reasonable diligence, and (iii) such new lease shall require the lessee to
pay all Fixed Rent, Escalation Rent and Additional Rent which, had this Lease
not been disaffirmed or rejected, would have become due after the effective
date of such disaffirmance or rejection with respect to any prior period. If
the lessee shall fail or refuse to enter into the new lease within ten (10)
days after Landlord’s request to do so, then in addition to all other rights
and remedies by reason of such default, under this lease, at law or in equity,
Landlord shall have the same rights and remedies against the lessee as if the
lessee had entered into such new lease and such new lease had thereafter been
terminated at the beginning of its term by reason of the default of the lessee
thereunder.


          (B) If
pursuant to the Bankruptcy Code Tenant is permitted to assign this lease in
disregard of the restrictions contained in Article 12 (or if this Lease
shall be assumed by a trustee), then the trustee or assignee shall cure any
default under this Lease and shall provide adequate assurance of future
performance by the trustee or assignee including (i) the source of payment of
rent and performance of other obligations under this Lease, for which adequate
assurance shall mean the deposit of cash security with Landlord in an amount
equal to at least the sum of six (6) months’ Fixed Rent then reserved hereunder
plus an amount equal to all Escalation Rent payable under Article 27 for
the six (6) months preceding the year in which such assignment is intended to
become effective, which deposit shall be held by Landlord, in an interest
bearing account for the


- 49 -





benefit of Tenant, for the balance of that term as security for the
full and faithful performance of all of the obligations under this Lease on the
part of Tenant yet to be performed, and that any such assignee of this Lease
shall have a net worth exclusive of good will, computed in accordance with
generally accepted accounting principles, equal to at least ten (10) times the
aggregate of the annual Fixed Rent reserved hereunder plus all Escalation Rent
and Additional Rent for the preceding calendar year as aforesaid and (ii) that
the use, of the Premises shall in no way diminish the reputation of the
Building as a first-class office building or impose any additional burden upon
the Building or increase the services to be provided by Landlord. If all defaults
are not cured and such adequate assurance is not provided within one hundred
twenty (120) days after there has been an order for relief under the Bankruptcy
Code, then this Lease shall be deemed rejected, Tenant or any other person in
possession shall vacate the Premises, and Landlord shall be entitled to retain
any rent or security deposit previously received from Tenant to the extent of
Landlord’s actual damages and shall have no further liability to Tenant or any
person claiming through Tenant or any trustee. If Tenant receives or is to
receive any valuable consideration for such an assignment of this Lease, such
consideration, after deducting therefrom any portion of such consideration
reasonably designated by the assignee as paid for the purchase of Tenant’s
Property in the Premises, shall be and become the sole exclusive property of
Landlord and shall be paid over to Landlord directly by such assignee to the
extent of the sum of (i) Landlord’s actual damages and (ii) the portion of the
Assignment Profit Landlord would have received if Landlord had consented to
such assignment pursuant to Article 12 hereof.


          (C) If
Tenant’s trustee, Tenant or Tenant as debtor-in-possession assumes this Lease
and proposes to assign the same (pursuant to Title 11 U.S.C. § 365, as the same
may be amended) to any person, including, without limitation, any individual,
partnership or corporate entity, who shall have made a bona fide offer to
accept an assignment of this Lease on terms acceptable to the trustee, Tenant
or Tenant as debtor-in-possession, then notice of such proposed assignment,
setting forth (x) the name and address of such person, (y) all of the material
terms and conditions of such offer, and (z) the adequate assurance to be
provided Landlord to assure such person’s future performance under this lease,
including, without limitation, the assurances referred to in Title 11 U.S.C. §
365(b)(3) (as the same may be amended), shall be given to Landlord by the
trustee, Tenant or Tenant as debtor-in-possession not later than sixty (60)
days after receipt by the trustee, Tenant or Tenant as debtor-in possession of
such offer, but in any event no later than ten (10) days prior to the date that
the trustee, Tenant or Tenant as debtor-in-possession shall make application to
a court of competent jurisdiction for authority and approval to enter into such
assignment and assumption, and Landlord shall thereupon have the prior right
and option, to be exercised by notice to the trustee, Tenant or Tenant as
debtor-in-possession, given at any time prior to the effective date of such
proposed assignment, to accept an assignment of this Lease upon the same terms
and conditions and for the same consideration, if any, as the bona fide offer
made by such person, less any brokerage commissions which may be payable out of
the consideration to be paid by such person for the assignment of this Lease.


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ARTICLE 17

REMEDIES AND DAMAGES


          Section
17.1 (A) If there shall occur any Event of Default, and this Lease and the
Term shall expire and come to an end as provided in Article 16:


                    (1)
Tenant shall quit and peacefully surrender the Premises to Landlord, and
Landlord and its agents may immediately re-enter the Premises or any part
thereof, either by summary proceedings, or by any other applicable legal action
or proceeding, and may repossess the Premises and dispossess Tenant and any
other persons from the Premises and remove any and all of their property and
effects from the Premises; and


                    (2)
Landlord, at Landlord’s option, may relet the whole or any part or parts of the
Premises from time to time, either in the name of Landlord or otherwise, to
such tenant or tenants, for such term or terms ending before, on or after the
Fixed Expiration Date, at such rental or rentals and upon such other
conditions, which may include concessions and free rent periods, as Landlord,
in its sole discretion, may determine; provided, however, that Landlord shall
have no obligation to relet the Premises or any part thereof and shall in no
event be liable for refusal or failure to relet the Premises or any part
thereof, or, in the event of any such reletting, for refusal or failure to
collect any rent due upon any such reletting, and no such refusal or failure shall
operate to relieve Tenant of any liability under this Lease or otherwise affect
any such liability. Landlord, at Landlord’s option, may make such repairs,
replacements, alterations, additions, improvements, decorations and other
physical changes in and to the Premises as Landlord, in its sole discretion,
considers advisable or necessary in connection with any such reletting or
proposed reletting, without relieving Tenant of any liability under this Lease
or otherwise affecting any such liability.


Tenant hereby waives the service of any notice of intention to reenter
or to institute legal proceedings to that end which may otherwise be required
to be given under any present or future law. Tenant, on its own behalf and on
behalf of all persons claiming through or under Tenant, including all
creditors, does further hereby waive any and all rights which Tenant and all
such persons might otherwise have under any present or future law to redeem the
Premises, or to re-enter or repossess the Premises, or to restore the operation
of this Lease, after (i) Tenant shall have been dispossessed by a judgment or
by warrant of any court or judge, or (ii) any re-entry by Landlord, or (iii)
any expiration or termination of this Lease and the Term, whether such
dispossession, re-entry, expiration or termination shall be by operation of law
or pursuant to the provisions of this Lease. The words “re-enter,” “re-entry”
and “re-entered” as used in this Lease shall not be deemed to be restricted to
their technical meanings. In the event of a breach or threatened breach by
Tenant, or any persons claiming through or under Tenant, of any term, covenant
or condition of this Lease, Landlord shall have the right to enjoin such breach
and the right to invoke any other remedy allowed by law or in equity as if
re-entry, summary proceedings and other special remedies were not provided in
this Lease for such breach. The right to invoke the remedies hereinbefore set
forth are cumulative and 


- 51 -





shall not preclude Landlord from invoking any other remedy allowed at
law or in equity.


          Section
17.2 (A) If this Lease and the Term shall expire and come to an end as
provided in Article 16, or by or under any summary proceeding or any
other action or proceeding, or if Landlord shall re-enter the Premises as
provided in Section 17.1, or by or under any summary proceeding or any
other action or proceeding, then, in any of said events:


                    (1)
Tenant shall pay to Landlord all Fixed Rent, Escalation Rent and Additional
Rent payable under this Lease by Tenant to Landlord to the date upon which this
Lease and the Term shall have expired and come to an end or to the date of
re-entry upon the Premises by Landlord, as the case may be;


                    (2)
Tenant also shall be liable for and shall pay to Landlord, as damages, any
deficiency (referred to as “Deficiency”)
between the Rental for the period which otherwise would have constituted the
unexpired portion of the Term to the Fixed Expiration Date and the net amount,
if any, of rents collected under any reletting effected pursuant to the
provisions of Section 17.1(A)(2) for any part of such period (first
deducting from the gross rents collected under any such reletting all of
Landlord’s expenses paid or incurred in connection with the termination of this
Lease, Landlord’s re-entry upon the Premises and such re-letting including, but
not limited to, all repossession costs, brokerage commissions, legal expenses,
attorneys’ fees and disbursements, alteration costs and any and all other
expenses of preparing the Premises for such re-letting or charged against the
Premises or the reletting); any such Deficiency shall be paid in monthly
installments by Tenant on the days specified in this Lease for payment of
installments of Fixed Rent. In no event shall Tenant in any suit pursuant to
this Section 17.2(A) for any Deficiency be entitled to any credit from
any such net rents from a reletting except to the extent such net rents are
actually received by Landlord. Landlord shall be entitled to recover from
Tenant each monthly Deficiency as the same shall arise, and no suit to collect
the amount of the Deficiency for any month shall prejudice Landlord’s right to
collect the Deficiency for any subsequent month by a similar proceeding; and


                    (3)
whether or not Landlord shall have collected any monthly Deficiency as
aforesaid, Landlord shall be entitled to recover from Tenant, and Tenant shall
pay to Landlord, on demand, in lieu of any monthly deficiency as and for
liquidated and agreed final damages, a sum equal to the amount by which the
Rental for the period which otherwise would have constituted the unexpired
portion of the Term to the Fixed Expiration Date (assuming Escalation Rent
during such period to be the same as in the year immediately preceding the
termination or re-entry, increased in each succeeding year by four percent (4%)
(on a compounded basis)), exceeds the then fair and reasonable rental value of
the Premises for the same period, both discounted to present worth at the
Discount Rate, less the aggregate amount of Deficiencies theretofore collected
by Landlord pursuant to the provisions of Section 17.2(A)(2) for the
same period; if, before presentation of proof of such liquidated damages to any
court, commission or tribunal, the Premises, or any part thereof, shall have
been re-let by Landlord for the period which otherwise would have constituted
the unexpired portion of


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the Term, or any part thereof, the amount of rent reserved upon such
re-letting shall be deemed, prima facie, to be the fair and reasonable rental
value for the part or the whole of the Premises so re-let during the term of
the re-letting.


          (B) If the
Premises, or any part thereof, shall be re-let together with other space in the
Building, the rents collected or reserved under any such re-letting and the
expenses of any such re-letting shall be equitably apportioned for the purposes
of this Section 17.2. Tenant shall in no event be entitled to any rents
collected or payable under any re-letting, whether or not such rents shall
exceed the Fixed Rent reserved in this Lease.


          Section
17.3 Suit or suits for the recovery of damages, or any installments
thereof, may be brought by Landlord from time to time at its election, and nothing
contained herein shall be deemed to require Landlord to postpone suit until the
date when the term of this Lease would have expired if it had not been so
terminated under the provisions of Article 16, or had Landlord not
reentered the Premises. Notwithstanding anything herein to the contrary,
nothing contained in Article 16 or this Article 17 or any other
provision of this Lease shall be deemed to preclude, limit or otherwise abridge
the recovery by Landlord from Tenant of the maximum amount allowed to be
obtained as damages by any statute or rule of law or equity, or of any sums or
damages or other relief to which Landlord may be entitled in addition to the
damages set forth in this Article 17 whether or not such amount be
greater than any of the sums referred to in Article 17.


          Section
17.4 In addition, if this Lease is terminated under the provisions of Article
16, or if Landlord shall, reenter the Premises under the provisions of Article
16, Tenant agrees that:


          (A) the
Premises then shall be in the condition in which Tenant has agreed to surrender
the same to Landlord at the Fixed Expiration Date;


          (B) Tenant
shall have performed prior to any such termination any covenant of Tenant
contained in this Lease for the making of any Alterations or for restoring or
rebuilding the Premises or the Building, or any part thereof; and


          (C) for the
breach of any covenant of Tenant set forth above in this Section 17.4,
Landlord shall be entitled immediately, without notice or other action by
Landlord, to recover, and Tenant shall pay, as and for liquidated damages
therefor, the reasonable cost of performing such covenant (as reasonably
estimated by an independent contractor selected by Landlord).


ARTICLE 18

FEES AND EXPENSES


          Section
18.1 If Tenant shall fail to pay any installment of Fixed Rent, Escalation
Rent, Additional Rent or any other item of Rental when due, Tenant shall pay to
Landlord, in addition to such installment of Fixed Rent, Escalation Rent or
other item of


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Rental, as the case may be, as Additional Rent, a sum equal to interest
at the Applicable Rate on the amount unpaid, computed from the date such
payment was due to and including the date of payment.


ARTICLE 19

NO REPRESENTATIONS BY LANDLORD; DELIVERY OF PREMISES


          Section
19.1 Landlord and Landlord’s agents have made no representations or
promises with respect to the Building, the Real Property or the Premises except
as herein expressly set forth, and no rights, easements or licenses are acquired
by Tenant by implication or otherwise except as expressly set forth herein.
Tenant acknowledges that Tenant has inspected the Premises and is fully
familiar with the conditions thereof and that Landlord shall deliver and Tenant
shall accept possession of the Premises in its “as is” condition on the
Commencement Date, subject to Landlord’s obligation to perform Landlord’s Work
as provided hereunder. Landlord shall have no obligation of any kind to perform
any work in readying the Premises for occupancy or to perform any other work or
make any other installations with respect to the Premises or the Building,
other than the work set forth on Schedule D (collectively, “Landlord’s Work”).


          Section
19.2 (A) Landlord shall, at its sole cost and expense, perform the
Landlord’s Work set forth in Schedule D attached hereto in accordance
with Schedule D.


          (B) “Substantial Completion”, as it relates
to all or any part of Landlord’s Work shall be deemed to have occurred as soon
as Landlord’s Work (or the applicable portion thereof) has been substantially
completed, except for (a) non-material items of construction, mechanical
adjustment or decoration that remain to be performed (i.e., so-called “punch
list” items) the absence of which do not materially affect use or occupancy of
the space, or (b) portions of Landlord’s Work that have not been completed
because under good construction scheduling practice such work should be done
after still incomplete work by Tenant on any Alterations has been completed; provided,
however, that in the event of a Tenant Delay, Substantial Completion of
any portion of Landlord’s Work shall be deemed to have occurred on the date on
which Substantial Completion would have occurred but for such Tenant Delay. In
determining when Substantial Completion of any applicable portion of Landlord’s
Work would have occurred but for a Tenant Delay, it shall be assumed that
Substantial Completion is delayed one Business Day for each Business Day
Substantial Completion is delayed due to such Tenant Delay.


          (C) As used
in this Lease, “Tenant Delay”
means any delay in the performance of Landlord’s Work by reason of: (a) any
action or omission of Tenant, its agents, employees, invitees, licenses,
contractors or subcontractors; (b) any direction by Tenant that Landlord
suspend or slow down the progress of Landlord’s Work or any part thereof; or
(c) any displacement (resulting from any of the foregoing) of any portion of
Landlord’s Work from its place in the construction schedule and the
rescheduling of such Landlord’s Work (due regard being given to the need to
minimize disturbance to other tenants and occupants of the Building), to the
extent such delay actually prevents or delays Landlord


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from achieving Substantial Completion of the Landlord’s Work and if the
performance of the Landlord’s Work is not, has not or would not have been
delayed by any cause other than the items set forth in (a), (b) and (c) above.


          (D)
Following Substantial Completion of the Landlord’s Work in the Premises, Tenant
shall make a final inspection thereof together with Landlord and Landlord’s
contractor, and such parties shall jointly prepare a final “punch list.”
Landlord shall thereafter cause its contractor to perform the work necessary to
complete such “punch list” in a prompt and diligent manner.


          Section
19.3 If for any reason whatsoever, Landlord shall be unable to deliver
possession of the Premises on the Commencement Date, then notwithstanding
anything to the contrary hereinbefore contained, the term of this Lease shall
commence on, and the Commencement Date shall be, the date on which Landlord is
able to so deliver possession of the Premises. Landlord shall not be subject to
any liability for failure to give possession on the date on which the
Commencement Date is contemplated to occur and the validity of this Lease shall
not be impaired under such circumstances, nor the same be construed in any way
to extend the term of this Lease. Tenant hereby waives any right to rescind this
Lease under the provisions of Section 223(a) of the Real Property Law of the
State of New York, and agrees that the provisions of this Article are intended
to constitute “an express provision to the contrary” within the meaning of said
Section 223(a).


ARTICLE 20

END OF TERM


          Upon the
expiration or other termination of this Lease, Tenant shall quit and surrender
to Landlord the Premises, vacant, broom clean and in good order and condition,
ordinary wear and tear, repairs and damage for which Tenant is not responsible
under the terms of this Lease excepted, and Tenant shall remove all of its
property as may be required pursuant to Article 3. This obligation
shall survive the expiration or sooner termination of the Term. If the last day
of the Term or any renewal thereof falls on Saturday or Sunday, this Lease
shall expire on the Business Day immediately preceding such day. Tenant
expressly waives, for itself and for any person claiming through or under
Tenant, any rights which Tenant or any such person may have under the
provisions of Section 2201 of the New York Civil Practice Law and Rules and of
any successor law of like import then in force in connection with any holdover
summary proceedings which Landlord may institute to enforce the foregoing
provisions of this Article 20.


ARTICLE 21

QUIET ENJOYMENT


Provided no Event of Default has occurred and is continuing, Tenant
shall have peaceful and quiet enjoyment of the Premises without hindrance on
the part of Landlord, and Landlord shall warrant and defend Tenant in such
peaceful and quiet use and enjoyment of the Premises against claims of all
persons claiming by, through or under


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Landlord, subject, nevertheless, to the terms and conditions of this
Lease.


ARTICLE 22

POSSESSION


          Subject to
the provisions of Section 19.3, Landlord shall deliver possession of the
Premises on the Commencement Date.


ARTICLE 23

NO WAIVER


          Section
23.1 No act or thing done by Landlord or Landlord’s agents during the Term
shall be deemed an acceptance of a surrender of the Premises, and no agreement
to accept such surrender shall be valid unless in writing signed by Landlord.
No employee of Landlord or of Landlord’s agents shall have any power to accept
the keys of the Premises prior to the termination of this Lease. The delivery
of keys to any employee of Landlord or of Landlord’s agents shall not operate
as a termination of this Lease or a surrender of the Premises.


          Section
23.2 (A) The failure of Landlord to seek redress for violation of, or to
insist upon the strict performance of, any covenant or condition of this Lease,
or any of the Rules and Regulations set forth or hereafter adopted by Landlord,
shall not prevent a subsequent act, which would have originally constituted a
violation, from having all of the force and effect of an original violation.
The receipt by Landlord of Fixed Rent, Escalation Rent, or Additional Rent with
knowledge of the breach of any covenant of this Lease shall not be deemed a
waiver of such breach. The failure of Landlord to enforce any of the Rules and
Regulations set forth, or hereafter adopted, against Tenant or any other tenant
in the Building shall not be deemed a waiver of any such Rules and Regulations.
No provision of this Lease shall be deemed to have been waived by Landlord,
unless such waiver be in writing signed by Landlord.


          (B) The
failure of Tenant to seek redress for violation of, or to insist upon the
strict performance of, any covenant or condition of this Lease, shall not
prevent a subsequent act, which would not have originally constituted a
violation, from having all of the force and effect of an original violation. No
provision of this Lease shall be deemed to have been waived by Tenant, unless
such waiver shall be in writing signed by Tenant.


ARTICLE 24

AFFIRMATIVE WAIVERS


          Section
24.1 Tenant, on behalf of itself and any and all persons claiming through
or under Tenant, does hereby waive and surrender all rights and privileges
which it, they or any of them might have under or by reason of any present or
future law, to redeem the Premises or to have a continuance of this Lease after
being dispossessed or rejected therefrom by process of law or under the terms
of this Lease or after the termination of this Lease as provided in this Lease.


- 56 -





          Section
24.2 TENANT HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM BROUGHT BY OR AGAINST TENANT ON ANY MATTER WHATSOEVER ARISING OUT
OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND
TENANT, AND TENANT’S USE OR OCCUPANCY OF THE PREMISES, INCLUDING, WITHOUT
LIMITATION, ANY CLAIM OF INJURY OR DAMAGE, AND ANY EMERGENCY AND OTHER
STATUTORY REMEDY WITH RESPECT THERETO.


          Section
24.3 Tenant shall not interpose any counterclaim of any kind in any action
or proceeding commenced by Landlord to recover possession of the Premises,
unless the failure by Tenant to interpose such counterclaim in any such action
or proceeding would preclude Tenant from asserting the subject matter of such
counterclaim in a separate action or proceeding, and shall not seek to
consolidate any such proceeding with any other action which may have been or
will be brought in any other court by Tenant.


ARTICLE 25

INABILITY TO PERFORM


          Except as
provided in Article 10 with respect to damage to the Premises arising
from fire or other casualties and in Article 11 with respect to
condemnation, this Lease and the obligation of Tenant to pay Fixed Rent,
Escalation Rent and other Rentals hereunder and perform all of the other
covenants and agreements hereunder on the part of Tenant to be performed shall
in no way be affected, impaired or excused because Landlord is unable to
fulfill any of its obligations under this Lease expressly or impliedly to be
performed by Landlord or because Landlord is unable to make, or is delayed in
making any repairs, additions, alterations, improvements or decorations or is
unable to supply or is delayed in supplying any equipment or fixtures, if
Landlord is prevented or delayed from so doing by reason of strikes, labor
troubles, accidents, governmental preemption in connection with a national
emergency, Requirements of Law, Tenant Delays, conditions of supply and demand
which have been or are affected by war, other emergency, fire or other
casualty, adjustment of insurance claims, acts of God, or any other similar or
dissimilar cause beyond Landlord’s reasonable control (collectively, “Unavoidable Delays”). Landlord shall
endeavor to promptly notify Tenant of any Unavoidable Delay which prevents
Landlord from fulfilling any of its obligations under this Lease but failure to
do shall in no event impair the operation of the provisions of this Article
25.


ARTICLE 26

BILLS AND NOTICES


Except as otherwise expressly provided in this Lease, any bills,
statements, consents, notices, demands, requests or other communications given
or required to be given under this Lease shall be in writing and shall be
deemed sufficiently given or rendered if delivered by hand (against an
affidavit of delivery) or by a nationally recognized overnight courier (against
a receipt of delivery) or if sent by registered or


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certified mail (return receipt requested) addressed:


	
  

 	
  

 
	
  

 	
           if to
 Tenant, prior to the Rent Commencement Date, at Tenant’s address set forth in
 the Definitions of this Lease and, after the Rent Commencement Date, at the
 Premises, in each case Attn: Frank Suozzi and Steven Ford, with a copy to
 Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017,
 Attn: Thomas Patrick Dore, Jr., Esq., or

 
	
  

 	
  

 
	
  

 	
           if to
 Landlord, at Landlord’s address set forth in the Definitions of this Lease,
 Attn: Mark Teitelbaum, and to Alan Katz, Esq., Squadron, Ellenoff, Plesent
 & Sheinfeld LLP, 551 Fifth Avenue, New York, New York 10176,

 


or to such other address(es) and with such other copies as either
Landlord or Tenant may reasonably designate as its new address(es) or
additional address(es) for such purposes by notice given to the other in
accordance with the provisions of this Article 26. Any such bill,
statement, consent, notice, demand, request or other communication shall be
deemed to have been rendered or given (a) on the date it shall have been
delivered, if delivered by hand or by reputable overnight delivery courier or
(b) by the fifth (5th) day after mailing as provided above.


          Section
26.1 Unless Landlord shall render written notice to Tenant to the contrary,
the Agent is authorized to act as Landlord’s agent in connection with the
performance of this Lease, including, without limitation, the delivery of any
and all notices and consents. Tenant shall be entitled to rely upon
correspondence received from the Agent, as agent for the Landlord. Tenant
acknowledges that Agent is acting solely as agent for Landlord in connection
with the foregoing; and Agent and its direct and indirect partners, officers,
shareholders, directors and employees shall have no liability to Tenant in
connection with the performance of this Lease and Tenant waives any and all
claims against any such party arising out of, or in any way connected with,
this Lease or the Real Property. Each party may have counsel deliver notices to
each other with the same force and effect as if given by the party represented
by such counsel.


ARTICLE 27

ESCALATION


          Section
27.1 For the purposes of this Article 27 and this Lease, the
following terms shall have the meanings set forth below.


          (A) “Assessed Valuation” shall mean the
amount for which the Real Property is assessed pursuant to applicable provisions
of the New York City Charter and of the Administrative Code of the City of New
York for the purpose of imposition of Taxes for such Tax Year.


          (B) “Base Operating Year” shall mean the
Operating Year commencing on January 1, 2000 and ending on
December 31, 2000.


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          (C) “Base Taxes” shall mean the Taxes, as finally determined, for the calendar
year commencing on January 1, 2000 and ending on December 31, 2000.


          (D) “Operating Expenses” shall mean the aggregate of those costs
and expenses (and taxes, if any, thereon) paid or incurred by or on behalf of
Landlord (whether directly or through independent contractors, and whether or
not within the contemplation of the parties) in respect of the maintenance,
operation, repair, replacement, improvement, policing, insuring, equipping,
safety, cleaning and security of the Real Property, including, without
limitation:


                    (a)
the costs of gas, oil, steam, water, sewer rental, electricity, as indicated by
meter, or if there be no meter, as determined by an independent electrical
consultant designated by Landlord for common areas; (b) HVAC and other
utilities furnished to the Building and utility taxes (excluding HVAC to the
extent payable directly by tenants of the Building); (c) elevator and escalator
maintenance; (d) metal, elevator cab, lobby, and public area maintenance and
cleaning; (e) painting and decoration; (f) window cleaning; (g) rubbish
removal; (h) snow and ice removal; (i) sanding and salting; (j) sanitary
control; (k) security; (l) maintenance and replacement of lighting fixtures,
tubes and bulbs in public areas; (m) depreciation of hand tools and other
movable equipment used exclusively for the Building or equitably apportioned if
used at other properties; (n) maintenance of conduits in the Building; (o)
flood, fire, extended coverage, boiler and machinery, sprinkler apparatus,
public liability and property damage, loss of rental, fidelity and plate glass
insurance and any other insurance customarily maintained by landlords of
first-class, office buildings in the Borough of Manhattan; (p) wages, salaries,
bonuses, disability benefits, hospitalization, medical, surgical, dental,
optical, psychiatric, legal, union and general welfare benefits (including group
life insurance), any pension, retirement or life insurance plan and other
benefit or expense respecting employees of Landlord (or its agents) up to and
including the building manager, provided that to the extent that Landlord
employs the services of any such persons at the Building and at additional
locations other than the Building, then only a pro rata portion (based on an
equitable time estimate) of the foregoing expenses incurred on behalf of the
Building shall be included in Operating Expenses; (q) uniforms and working
clothes for such employees and the cleaning and replacement thereof; (r)
expenses imposed on Landlord pursuant to Requirements of Law or to any
collective bargaining agreement with respect to such employees; (s) workmen’s
compensation insurance, payroll, social security, unemployment and other
similar employment taxes with respect to such employees; (t) the cost of, or
the cost of the rental of, together with the cost of the installation of, any
Building security or other system used in connection with the life or property
protection installed after the Base Operating Year (including the cost of, or
the cost or value of the rental of, all machinery, electronic systems and other
equipment comprising any part thereof), as well as the cost of the operation
and repair of any such system in operation during the Base Operating Year; (u)
charges of independent contractors; (v) the cost of repairs, replacements and
improvements made in connection with the Basic Construction of the Building, Building
Systems and facilities and other portions of the Building, window washing
equipment and snow removal equipment; (w) whether or not capitalized under
generally accepted accounting principles, the cost of alterations, repairs,
improvements,


- 59 -





equipment or machinery installed after the Commencement Date (i) by
reason of Requirements of Law (including without limitation costs to Landlord,
if any, as contemplated under Section 13.3) or (ii), for the purpose of
(A) reducing energy consumption or reducing other Operating Expenses or (B)
improving the safety of the Building, whether structural, ordinary or
extraordinary, foreseen or unforeseen, and whether or not required by this
Lease; (y) salaries of bookkeepers and accountants, provided that to the extent
that Landlord employs the services of any such persons at the Building and at
additional locations other than the Building, then only a pro rata allocation
(based on an equitable time allocation) of the foregoing expenses incurred on
behalf of the Building shall be included in Operating Expenses; (z)
professional and consulting fees, including legal and accounting fees and
disbursements (exclusive of fees and disbursements to attorneys in applying for
reduction of Taxes which shall be included in “Taxes” as provided below); (aa)
association fees or dues; (bb) telephone and stationery; (cc) directory; (dd)
management fees for the management of the Real Property.


          The
following shall be excluded from Operating Expenses:


                    (i)
Taxes, and any franchise, inheritance, estate, gift, succession or income taxes
(but not sales or use taxes) or other taxes imposed upon the profit or income
of Landlord; (ii) interest and amortization on Mortgages and fixed rent on
Superior Leases; (iii) leasing commissions, advertising expenses and other
expenses incurred in connection with the leasing of space in the Building; (iv)
capital improvements except as provided in this Article 27; (v) the cost
of electrical energy furnished directly to Tenant and other tenants of the
Building for rentable space in the Building; (vi) the cost of tenant
installations and decorations incurred in connection with preparing space for
an existing or new tenant; (vii) legal fees incurred in connection with the
negotiation of any space lease in the Building; (viii) refinancing costs; (ix)
depreciation; (x) all costs relating to activities for the enforcement of
leases of space in the Building; (xi) all costs and expenses of operating any
commercial space in the Building; (xii) costs for which Landlord is reimbursed
by any tenant or occupant of the Building (other than as Operating Expenses);
(xiii) the cost of any electric current furnished to the Building for purposes
other than the operation of Building Systems, Basic Construction of the
Building and common areas; (xiv) any increase in insurance premiums to the
extent that such increase is directly caused or attributable to the use,
occupancy or act of another tenant of the Building; (xv) the cost of any items
for which Landlord is reimbursed by insurance or otherwise compensated by
parties other than tenants of the Building pursuant to clauses similar to this
paragraph; (xvi) amounts paid to Landlord or its affiliates in excess of the
amount which would be paid in an arms length transaction; (xvii) expenses in
connection with services or other benefits which are not provided to Tenant or
for which Tenant is charged directly, but which are provided to other tenants
of the Building without separate charge; (xviii) the cost of alterations of
space in the Building leased to other tenants; (xvix) ground rent or similar
payments to a Lessor; and (xvx) the cost of removal, abatement, or treatment of
asbestos or any other hazardous substance or gas.


                    (1)
If Landlord is not furnishing any particular work or service (the cost of which
if performed by Landlord would constitute an Operating Expense) to a tenant who


- 60 -





has undertaken to perform such work or service in lieu of the
performance thereof by Landlord, Operating Expenses shall be deemed to be
increased by an amount equal to the additional Operating Expenses which
reasonably would have been incurred during such period by Landlord if it had at
its own expense furnished such work or services to such tenant.


                    (2)
Any insurance proceeds received with respect to any item previously included as
an Operating Expense shall be deducted from Operating Expenses for the
Operating Year in which such proceeds are received.


                    (3)
In determining the amount of Operating Expenses for any Operating Year, if less
than 95% of the Building rentable area shall have been occupied by tenant(s) at
any time during any such Operating Year, Operating Expenses shall be determined
for such Operating Year to be an amount equal to the like expenses which would
normally be expected to be incurred had 95% of the rentable areas been occupied
throughout such Operating Year.


                    (4)
If any repair, replacement, equipment or improvement referred to in Section
27.1(D) must be capitalized under generally accepted accounting principles,
the cost of such repair, replacement, equipment or improvement shall be
amortized over the lesser of (i) the useful life of such repair, replacement,
equipment or improvement as reasonably determined by Landlord, and (ii) fifteen
(15) years, and the annual amortization, together with interest thereon at the
Base Rate, of such repair, replacement, equipment or improvement shall be
deemed an Operating Expense in each of the Operating Years during which such
cost is amortized or depreciated, as the case may be; provided, however, with
respect to any capital improvement and/or any machines or equipment which is
made or becomes operational after the Commencement Date, and which has the
effect of reducing the expenses which otherwise would be included in Operating
Expenses, the amount included in Operating Expenses in any Operating Year until
such improvement and/or machinery or equipment has been fully amortized or
depreciated, as the case may be, shall be the lesser of (x) the amortization or
depreciation, as the case may be, of such capital improvement and/or machinery
or equipment, which would have been included in Operating Expenses pursuant to
the foregoing provisions or this Section 27.1(D) or (y) the amount of
savings, as estimated by Landlord, resulting from the installation and
operation of such improvement and/or machine or equipment.


          (E) “Operating Statement” shall mean a
statement setting forth Landlord’s calculation of Tenant’s Operating Payment
payable for an Operating Year pursuant to the provisions of this Article 27.


          (F) “Operating Year” shall mean a twelve
month period commencing on January 1 and ending on the succeeding December 31
for any part or all of which Escalation Rent shall be payable pursuant to this Article
27 beginning with the January 1, 2001 through December 31, 2001 calendar
year.


- 61 -





          (G) “Taxes” shall mean the aggregate amount of real estate taxes and any general
or special assessments actually imposed upon the Real Property (including,
without limitation, (i) assessments made upon or with respect to any “air” and
“development” rights now or hereafter appurtenant to or affecting the Real
Property, (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
Real Property which are not paid by the occupant or user thereof, (iii) any
assessments levied after the date of this Lease for public benefits to the Real
Property or the Building) and (iv) business improvement and district taxes and
charges; 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 owner of the Real
Property or the Building, or the occupancy, rents or income therefrom, in
substitution for or in lieu of or in addition to 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 Real Property (it being acknowledged and agreed
that any franchise, income, profit, sales, use, occupancy, gross receipts or
rental tax which is unique to Landlord and which is not related to the Real
Property shall be excluded from Taxes). With respect to any Tax Year, all
expenses, including without limitation 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. Except as set forth in the proviso above
with respect to changes in taxation, Taxes shall not be deemed to include (w)
any taxes on Landlord’s income or profit, (x) excise or franchise taxes,
capital levies, (y) gift, succession, transfer, estate or inheritance taxes or
(z) late payment interest and/or penalties.


          (H) “Tax Payment Installment” shall mean each installment on account of
Tenant’s Tax Payment which is due on the dates required under this Lease, which
as of the date hereof shall mean two equal installments payable on December 1st
and June 1st of each year, subject to revision in accordance with Section
27.2(B).


          (I) “Tax Statement” shall mean a statement, as the same may be
revised from time to time by Landlord, setting forth Landlord’s calculation of
the Tax Payment due for a Tax Year pursuant to the provisions of this Article
27 which shall be accompanied by a copy of the relevant tax bill or, if
such relevant tax bill not been delivered by the applicable taxing authority, a
statement that such tax bill has not yet been received.


          (J) “Tax Year” shall mean the period July 1 through June 30 (or such other
period as hereinafter may be duly adopted by The City of New York as its fiscal
year for real estate tax purposes), any portion of which occurs during the
Term.


          Section
27.2 (A) Tenant shall pay to Landlord as Additional Rent for each Tax Year
or partial Tax Year (occurring on and after January 1, 2001) throughout the
Term an amount equal to (i) Tenant’s Tax Share multiplied by (ii) the amount by
which the Taxes payable for such Tax Year exceed the Base Taxes (the “Tax Payment”) as shown on the Tax Statements rendered to Tenant from time
to time with respect to such Tax


- 62 -





Year as hereinafter provided. Tenant shall not be entitled to any
credit against any Tax Payment on account of any discount that Landlord may
receive by virtue of any early payment of Taxes or on account of any exemptions
or abatements of Taxes to which the Real Property is entitled and shall not be
entitled to any benefit of any exemption or abatement earned or paid for by
Landlord (such as, for example, a tax credit received in connection with an
off-site development), and Taxes shall be calculated without taking into
account any such discounts, exemptions or abatements. The Taxes shall be
computed initially on the basis of the Assessed Valuation in effect at the time
the Tax Statement is rendered (as the Taxes may have been settled or finally
adjudicated prior to such time) regardless of any then pending application,
proceeding or appeal respecting the reduction of any such Assessed Valuation,
but shall be subject to subsequent adjustment as provided in Section 27.2(D).


          (B) At any
time during or after the Term, Landlord may render to Tenant a Tax Statement or
Tax Statements showing Landlord’s calculation of the Tax Payment for such Tax
Year and/or any prior Tax Year. The Tax Payment for each Tax Year shall be due
and payable in full (each a “Tax Payment
Installment”) in the same manner that Taxes for such Tax Year
are due and payable by Landlord to the City of New York or other applicable
Governmental Authority all as determined by Landlord. Tenant’s Tax Payment
shall be due and payable in two (2) equal semi-annual Tax Payment Installments
in advance on the first day of June and December of each calendar year. The
first such Tax Payment Installment shall be due on December 1, 2000. If during
the Term, Taxes are required to be paid (either to the appropriate taxing
authorities or as tax escrow payments to a Mortgagee or Lessor) in full or in
monthly, quarterly, or other installments, on any other date or dates than as
presently required, then at Landlord’s option, upon prior written notice to
Tenant, Tenant’s Tax Payments shall be correspondingly accelerated or revised
so that said Tenant’s Tax Payment Installments are due at least thirty (30)
days prior to the date payments are due to the taxing authorities or the
Mortgagee or Lessor, provided, however, that in no event shall Tenant’s
obligations under this Section 27.2 in respect of any Tax Year exceed
Tenant’s Tax Payment for such Tax Year. If the Tax Year established by The City
of New York shall be changed, any Taxes for the Tax Year prior to such change
which are included within the new Tax Year and which were the subject of a
prior Tax Statement shall be apportioned for the purpose of calculating the Tax
Payment payable with respect to such new Tax Year. Landlord’s failure to render
a Tax Statement during any Tax Year shall not prejudice Landlord’s right to
render a Tax Statement with respect to such Tax Year or any subsequent Tax
Year, and shall not eliminate or reduce Tenant’s obligation to make Tax
Payments pursuant to this Article 27 for such Tax Year or any such
subsequent Tax Year.


          (C) The Tax
Payment shall be prorated for any partial Tax Year in which the Commencement
Date or Expiration Date shall occur to correspond to that portion of such Tax
Year occurring from and after or before and ending on such dates, as
applicable, within the Term. If the amounts paid by Tenant pursuant to this Section
27.2 on account of any Tax Payment Installment shall be less than the
amount of such Tax Payment Installment as shown on the most recent Tax
Statement rendered by Landlord, Tenant shall, within twenty (20) days
thereafter, pay to Landlord an amount equal to the amount


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of any underpayment of such Tax Payment Installment and, in the event
of an overpayment, Landlord shall credit against subsequent Tax Payments the
amount of Tenant’s overpayment. Any amount owing to Tenant subsequent to the
Term shall be paid to Tenant within twenty (20) days after a final
determination has been made of the amount due to Tenant, which final
determination shall be made by Landlord within a reasonable period of time
following the Expiration Date.


          (D) Only Landlord
shall be eligible to institute tax reduction or other proceedings to reduce the
Assessed Valuation. In the event that after a Tax Statement has been sent to
Tenant an Assessed Valuation which had been utilized in computing the Taxes for
a Tax Year is reduced (as a result of settlement, final determination of legal
proceedings or otherwise), and as a result thereof a refund of Taxes is
actually received by or on behalf of Landlord, then, promptly after receipt of
such refund, Landlord shall send by notice to Tenant a Tax Statement adjusting
the Taxes for such Tax Year and setting forth Tenant’s Tax Share of such refund
and Tenant shall be entitled to receive such Tenant’s Tax Share of such refund
by way of a credit against the Tax Payment next becoming due after the sending
of such Tax Statement, provided, however, that Tenant’s Tax Share of such
refund shall be limited to the portion of the Escalation Rent, if any, which
Tenant had theretofore paid to Landlord attributable to increases in Taxes for the
Tax Year to which the refund is applicable on the basis of the Assessed
Valuation before it had been reduced and shall be reduced by Tenant’s Tax Share
of any and all costs and expenses associated with such proceedings.


          Section
27.3 (A) Tenant shall pay as Additional Rent for each Operating Year or
partial Operating Year (occurring on and after January 1, 2001) throughout the
Term an amount equal to (i) Tenant’s Operating Share multiplied by (ii) the
amount by which Operating Expenses for such Operating Year exceed the Operating
Expenses for the Base Operating Year (each, a “Tenant’s Operating Payment”) as hereinafter provided.


          (B) At any
time during or after the term of this Lease, Landlord may render by notice to
Tenant an Operating Statement or Statements showing Landlord’s calculation of
Tenant’s Operating Payment for such Operating Year and/or any prior Operating
Year, which statements shall set forth the Operating Expenses in reasonable
detail. Landlord’s failure to render an Operating Statement during or with
respect to any Operating Year in question shall not prejudice Landlord’s right
to render an Operating Statement during or with respect to such Operating Year
or any other Operating Year, and shall not eliminate or reduce Tenant’s
obligation to pay Tenant’s Operating Payment pursuant to this Article 27
for such Operating Year or any other Operating Year.


          (C) (1) As
used in this Section 27.3(C), (i) the term “Tentative Monthly Escalation Charge”
shall mean a sum equal to 1/12th of Tenant’s Operating Share multiplied by the
amount of which Landlord’s Estimate for such Operating Year exceeds the
Operating Expenses for the Base Operating Year, (ii) the term “Current Operating Year” shall mean the
Operating Year in which a demand is made upon Tenant for payment of a Tentative
Monthly Escalation Charge and (iii) “Landlord’s
Estimate” shall mean Landlord’s good faith estimate of Operating
Expenses for the Current Operating


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Year which shall consist of Operating Expenses for the immediately
preceding Operating Year increased by (x) actual or known increases in
Operating Expense line items for the Current Operating Year and (y) Landlord’s
good faith estimate of the increase in Operating Expense line items for the
Current Operating Year that are not yet known, not to exceed one hundred and
five percent (105%) of the amount of such not yet known line items for the
immediately preceding Operating Year.


                    (2)
At any time in any Operating Year, Landlord may by notice to Tenant demand and
collect from Tenant, as Additional Rent, a sum equal to the Tentative Monthly
Escalation Charge multiplied by the number of months in said Operating Year
preceding such demand (less any amounts theretofore paid by Tenant on account
of the Tenant’s Operating Payment for such Operating Year), and thereafter,
commencing with the month in which the demand is made and continuing thereafter
for each month remaining in said Operating Year, the monthly installments of
Fixed Rent shall be deemed increased by the Tentative Monthly Escalation
Charge. Any amount due to Landlord under this Section 27.3(C) may be
included by Landlord in any Operating Statement rendered to Tenant as provided
in Section 27.3(B). Nothing herein shall restrict Landlord from issuing
a notice at any time and from time to time (but not more than once in any
calendar year) revising the Tentative Monthly Escalation Charge to reflect an
increase or decrease in the Tentative Monthly Escalation Charge, effective with
respect to the next ensuing Tentative Monthly Escalation Charge which is at
least thirty (30) days from the date of such notice.


                    (3)
After the end of the Current Operating Year and at any time that Landlord
renders an Operating Statement or Statements to Tenant as provided in Section
27.3(B), the amounts, if any, collected by Landlord from Tenant under this Section
27.3(C) on account of the Tentative Monthly Escalation Charge shall be
adjusted, and, if the amount so collected is less than or exceeds the amount
actually due under said Operating Statement for the Operating Year, a
reconciliation shall be made as follows: Tenant shall be debited with any
Tenant’s Operating Payment shown on such Operating Statement and credited with
the amounts, if any, paid by Tenant on account in accordance with the
provisions of Section 27.3(C)(2) for the Operating Year in question.
Tenant shall pay any net debit balance to Landlord within twenty (20) days
after rendition by Landlord of an invoice for such net debit balance, and any
net credit balance shall be applied against the Tenant’s Operating Payment next
becoming due. Any amount owing to Tenant subsequent to the term of the Lease
shall be paid to Tenant within twenty (20) days after a final determination has
been made of the amount due to Tenant.


          Section
27.4 Any Operating Statement sent to Tenant shall be conclusively binding
upon Tenant unless, within sixty (60) days after such Operating Statement is
sent, Tenant shall send a notice to Landlord objecting to such Operating
Statement and specifying the respects in which such Operating Statement is
disputed. Tenant shall not retain any representatives on a contingent fee basis
in connection with a review of any Operating Statement. If such dispute is not
resolved between Landlord and Tenant within thirty (30) days thereafter, then
if such notice is sent, provided Tenant shall pay to (or has paid) Landlord the
amount shown to be due to Landlord on the disputed Operating


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Statement, then Landlord and Tenant may refer the decision of the
issues raised to a reputable independent firm of certified public accountants
mutually acceptable to Landlord and Tenant, and the decision of such
accountants shall be conclusive and binding upon the parties. The fees and
expenses involved in such decision shall be borne by the unsuccessful party
(and if both parties are partially unsuccessful, the accountants shall
apportion the fees and expenses between the parties based on the relative
degree of success of each party). In the event that Landlord and Tenant shall
be unable to agree upon the designation of such firm of certified public
accountants within thirty (30) days after receipt of notice from the other
party requesting agreement as to the designation of such certified public
accountants, which notice shall contain the names and addresses of two or more
firms of certified public accountants who are acceptable to the party sending
such notice (any one of whom, if acceptable to the party receiving such notice as
shall be evidenced by notice given by the receiving party to the other party
within such thirty (30) day period, shall be the agreed upon arbiter), then
either party shall have the right to request the New York office of the
American Arbitration Association to designate a reputable nationally recognized
independent firm of certified public accountants whose decision shall be
conclusive and binding upon the parties, and the cost of such certified public
accountants designated by the American Arbitration Association shall be borne
as hereinbefore provided in the case of the firms of certified public
accountants designated by Landlord and Tenant. Each firm of certified public
accountants shall certify to Landlord and Tenant whether or not, in the
previous three (3) years, such firm or any individual certified public
accountant in such firm shall have (x) been retained by Landlord or Tenant or a
related or affiliated entity of either for the preceding five (5) years and/or
(y) been involved in an adversarial arbitration or litigation proceeding with
either Landlord or Tenant. Landlord and Tenant reserve the right to reject any
firm of certified public accountants for good cause within ten (10) Business
Days after receipt of the certification provided above.


          Section
27.5 Anything in this Article 27 to the contrary notwithstanding,
under no circumstances shall the Tax Payment for any Tax Year or Tenant’s
Operating Payment for any Operating Year be less than zero, nor shall the
Rental payable under this Lease be less than the Fixed Rent set forth in this
Lease.


          Section
27.6 The obligations of Landlord and Tenant under the provisions of this Article
27 shall survive the expiration or sooner termination of this Lease. In
determining the amount of Tenant’s Operating Payment or the Tax Payment for the
Operating Year or Tax Year in which the Term shall expire, such payments shall
be prorated based on the number of days of the Term which fall within such
Operating Year or Tax Year. Any payments due under such Operating Statement
shall be payable within twenty (20) days after such statement is sent to
Tenant.


ARTICLE 28

SERVICES


          Section
28.1 Landlord shall provide passenger elevator service, servicing the
Building on Business Days from 8:00 a.m. to 6:00 p.m. and on Saturdays from
8:00 a.m.


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to 1:00 p.m. and have an elevator for passenger use subject to call at
all other times. In addition, Landlord shall provide one freight elevator, upon
Tenant’s prior request, on a non-exclusive basis with other tenants at the
Building, on all Business Days from 8:00 a.m. to 12:00 noon and 1:00 p.m. to
5:00 p.m. The two (2) freight elevator doorways on the westerly side of the
Premises (elevators number 17 and 18) may be enclosed with sheetrock (but not removed)
by Tenant, at Tenant’s sole cost and expense, provided such enclosure is
performed in compliance with any and all Requirements of Law. Notwithstanding
the foregoing, subject to Section 4.3, Landlord shall have the right at
any time during the Term to access such elevators and/or elevator shafts by
installing an access door at Landlord’s sole cost and expense. The use of all
elevators shall be subject to the Rules and Regulations. During Tenant’s
initial weekend move-in to the Premises and final weekend move-out upon the
expiration of the Term, Landlord shall not charge Tenant for overtime freight
elevator charges, but in no event to exceed thirty-two hours of free use in the
aggregate.


          Section
28.2 (A) Landlord, through the HVAC system, shall furnish heating,
mechanical ventilation, and cooling for the Premises in accordance with the
standards set forth in Schedule E attached hereto (the “HVAC Specifications”) on Business Days
from 8:00 a.m. to 6:00 p.m. and on Saturdays from 8:00 a.m. to 1 :00 p.m. At
other hours, such service shall be provided upon notice as provided below at
Landlord’s then customary charges therefor. All electrical energy used in
connection with the operation of the HVAC system shall be provided by Landlord
at Landlord’s sole cost and expense, provided, that notwithstanding the
foregoing, Tenant shall pay the cost of electricity used for compressor cooling
from the condenser water system during the heating season as provided in Schedule
E. The installation of the meter or meters to measure such electricity
shall be performed by Landlord at Landlord’s cost and expense. All such HVAC
service shall be provided in accordance with Landlord’s Rules and Regulations
in effect from time to time as provided under this Lease. The performance by
Landlord of its obligations under this Section 28.2 is subject to
Tenant’s compliance with the conditions of occupancy and connected load set
forth in Schedule E. Use of the Premises, or any part thereof, in a
manner exceeding the heating, ventilating and/or air-conditioning design
conditions (including occupancy and connected electrical load), or
rearrangement of partitioning which interferes with normal operation of the
heating, ventilating and/or air-conditioning in the Premises, may require changes
in the heating, ventilating and/or air-conditioning systems servicing the
Premises, in order to provide comfortable occupancy. Such changes, so
occasioned, shall be made by Tenant, at its expense, as Alterations in
accordance with the provisions of Article 3 hereof, but only to the
extent permitted and upon the conditions set forth in Article 3 hereof.
Tenant shall draw and close the draperies or blinds for the windows of the
Premises whenever the HVAC system is in operation and the position of the sun
so requires and shall at all times cooperate fully with Landlord and abide by
all of the reasonable regulations and requirements which Landlord may prescribe
for the proper functioning and protection of the HVAC system. Notwithstanding
the foregoing, Landlord will have no obligation to comply with the foregoing
HVAC standards if an energy conservation or any other Requirement of Law shall
provide for any reduction in operations below the standards set forth above in
which case the HVAC system shall be operated so as to provide reduced service
in accordance


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with such Requirement of Law.


          (B) Tenant
may install auxiliary or supplemental air conditioning equipment subject to the
terms and conditions herein. In such event, Landlord shall supply up to 62 tons
of condenser water to a location to be determined by Landlord in the core of
the Building, and shall have the right, at Tenant’s cost, to install a meter or
meters to measure Tenant’s use of electricity in the operation of such
supplemental system. Tenant shall have the option to increase the amount of
condenser water supplied by Landlord to an aggregate amount of up to 75 tons,
to be exercised by written notice from Tenant to Landlord on or before December
31, 2000, time being of the essence. Tenant shall pay to Landlord, at
Landlord’s then established rates therefor, the cost of such condenser water on
a connected basis based upon available capacity and electricity as shown on
such meter or meters, which charges to Tenant shall be payable upon demand and
shall constitute Additional Rent. Landlord’s current established rate for
condenser water is $500 per ton per annum. Landlord’s then established rate for
condenser water shall not be increased from the current established rate at a
rate exceeding, in the aggregate for all increases from the Commencement Date,
the lesser of actual cost increases and the rate of increase in the Consumer
Price Index during the period from the date of publication most immediately
preceding the Commencement Date through and including the date of such
increase. Tenant covenants that its use of any such supplemental air
conditioning system at all times shall be in compliance with all applicable
Requirements of Law with respect to the days or hours of operation of such
system, or the volume or capacity of such system, as may be imposed from time
to time by all Governmental Authorities and instrumentalities having
jurisdiction over the same. To the extent that Tenant’s supplemental air
conditioning system is an air cooled system, Landlord shall, subject to
Requirements of Law and provided there shall be no interference with the use
and occupancy of other tenants, at Tenant’s sole cost and expense, allow Tenant
to install vents out of the easterly wall of the Building at a location to be
determined by Landlord in its sole discretion.


          Section
28.3 (A) Except as otherwise specifically provided herein, Landlord shall
not be required to furnish any services under this Article 28 during
periods (“Overtime Periods”)
other than the hours of 8:00 a.m. to 6:00 p.m. on Business Days (except HVAC
services which shall be provided pursuant to Section 28.2(A)) unless
Landlord has received advance notice from Tenant (which may be given verbally
by telephone together with an additional notice by facsimile to the Agent)
requesting such services, provided that such notice must be given prior to 2:00
p.m. for services during the evening of the same Business Day and 2:00 p.m. of
the preceding Business Day if such Overtime Period is requested for a day other
than a Business Day. Landlord shall have no liability of any kind nor shall
Tenant be entitled to any abatement of rent nor shall this Lease in any respect
be impaired for any failure to deliver any HVAC or other services during Overtime
Periods. The Fixed Rent and Escalation Rent do not include or reflect any
charge to Tenant for any services during any Overtime Periods (other than HVAC
services, 8:00 a.m. to 1:00 p.m. on Saturdays, the cost of which shall be
deemed included in Fixed Rent and Escalation Rent). If Landlord provides any of
such services during an Overtime Period, Tenant will pay Landlord’s then
established customary charges therefor.


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          Section
28.4 (A) Landlord shall cause the Premises (excluding any portions thereof
used for the storage or preparation, service or consumption of food or
beverages) to be cleaned on Business Days (but in no event prior to 6:00 p.m.),
in accordance with the standards set forth in Schedule F attached hereto
and made a part hereof. Tenant shall pay to Landlord as Additional Rent upon
demand, Landlord’s charges for cleaning work in the Premises or the Building
required because of (i) misuse or neglect on the part of Tenant or its agents,
employees, contractors, licenses or invitees, (ii) use of portions of the
Premises for the storage, preparation, or consumption of food or beverages in
excess of amounts reasonably created by consumption of food by employees of
tenants in similar buildings in the Borough of Manhattan, reproduction, data
processing or computer operations, private lavatories or toilets or other
special purposes requiring greater or more difficult cleaning work than other
areas, (iii) interior glass surfaces, (iv) non-building standard materials or
finishes installed by Tenant or at its request, (v) increases in frequency or
scope in any of the items set forth in Schedule F as shall have been
requested by Tenant, (vi) removal from the Premises or the Building of any
rubbish or refuse in excess of that ordinarily accumulated in business office
occupancy or at times other than Landlord’s standard cleaning times, and (vii)
the use of the Premises by Tenant after hours. If any additional cleaning of
the Premises is to be done by Tenant, it shall be done at Tenant’s sole cost
and expense in a manner reasonably satisfactory to Landlord, and only persons
designated or approved by Landlord shall be permitted to enter the Premises or
the Building for such purpose. Tenant shall, at its sole cost and expense,
arrange for the removal of all of Tenant’s refuse and rubbish in excess of that
ordinarily accumulated by a typical commercial occupant from the Premises and
the Building by the contractor designated by Landlord. Tenant, at Tenant’s sole
cost and expense, shall cause all portions of the Premises used for the
storage, preparation, service or consumption of food or beverages to be cleaned
daily in a manner reasonably satisfactory to Landlord, and to be exterminated
against infestation by vermin, rodents or roaches regularly and, in addition,
whenever there shall be evidence of any infestation Tenant shall employ an
exterminator (which exterminator shall comply with all Requirements of Law),
first approved by Landlord.


          (B)
Landlord, its cleaning contractor and their respective employees shall have
access to the Premises after 5:00 p.m. and before 8:00 a.m. and shall have the
right to use, without charge therefor, all light, power and water in the
Premises reasonably required to clean the Premises as required under this Section
28.4.


          Section
28.5 Tenant shall be responsible, at its sole cost and expense, for the
installation of a “sprinkler system” in the Premises which complies with all
applicable Requirements of Law. If the “sprinkler system” installed in the Building
or any of its appurtenances shall be damaged or injured or not be in proper
working order by reason of any act or omission of Tenant, or Tenant’s agents,
servants, employees, licensees or visitors, Tenant shall restore the same to
good working condition, at Tenant’s sole cost and expense; and if the New York
Board of Fire Underwriters or the New York Fire Insurance Rating Organization
or any Governmental Authority shall require or recommend that any changes,
modifications, alterations or additional sprinkler heads or other equipment be
made or supplied by reason of Tenant’s business, or the location of the


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partitions, trade fixtures, or other contents of the Premises, Tenant
shall, at Tenant’s sole cost and expense, promptly make and supply such
changes, modifications, alterations, additional sprinkler heads or other
equipment. Tenant acknowledges and agrees that Tenant is responsible that its
“sprinkler system” conforms with all Requirements of Law. Tenant shall be
responsible to maintain its “sprinkler system” as an Independent System
pursuant to Section 4.1 in addition to its obligations set forth herein.


          Section
28.6 Landlord shall provide hot and cold water to the Premises for ordinary
drinking, cleaning and lavatory purposes. Landlord shall provide sufficient
quantities of water for the sprinkler system serving the Premises in accordance
with any applicable Requirements of Law, at Landlord’s then established rates
therefor. If Tenant requires, uses or consumes water for any purpose in
addition to ordinary drinking, cleaning and lavatory purposes and for the
sprinkler system serving the Premises in excess of amounts customarily
required, used or consumed by similar tenants in similar buildings in the
Borough of Manhattan, the cost of the water so used (inclusive of Landlord’s
administration charges, sewer rents, taxes and other charges) shall be billed
to Tenant based upon Landlord’s estimate of the usage which would be shown by
the meter. The bill rendered by Landlord for the charges set forth above shall
be based on Tenant’s consumption and shall be payable by Tenant as Additional
Rent.


          Section
28.7 Landlord reserves the right, on not less than five (5) Business Days
notice to Tenant (or such shorter period as may be necessary or practicable),
to stop service of any of the Building Systems or other facilities in the
Building when necessary, by reason of accident or emergency, or for repairs,
additions, alterations, replacements or improvements which in Landlord’s sole judgment
are desirable or necessary to be made, until said repairs, alterations,
replacements or improvements shall have been completed (which repairs,
alterations and improvements shall be performed in accordance with Section
4.3). Landlord shall have no responsibility or liability for interruption,
curtailment or failure to supply service of any of the Building Systems or
other facilities, when prevented by Unavoidable Delays or by any Requirement of
Law or due to the exercise of its right to stop service as provided in this Section
28.7. The exercise of such right or such failure by Landlord shall not
constitute an actual or constructive eviction, in whole or in part, or entitle
Tenant to any compensation or to any abatement or diminution of Rental, or relieve
Tenant from any of its obligations under this Lease, or impose any liability
upon Landlord or its agents by reason of inconvenience or annoyance to Tenant,
or injury to or interruption of Tenant’s business, or otherwise. Except as
expressly provided in this Lease, Landlord shall not be required to furnish any
services to the Premises.


ARTICLE 29

PARTNERSHIP TENANT


If Tenant is a partnership (or is comprised of two (2) or more persons,
individually or as co-partners of a partnership) or if Tenant’s interest in
this Lease shall be assigned to a partnership (or to two (2) or more persons,
individually or as co-partners of a partnership) (any such partnership and such
persons are referred to in this Article 29 as


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“Partnership Tenant”),
the following provisions shall apply to such Partnership Tenant: (a) the
liability of each of the general partners comprising Partnership Tenant shall
be joint and several; (b) each of the general partners comprising Partnership
Tenant hereby consents in advance to, and agrees to be bound by (i) any written
instrument which may hereafter be executed by Partnership Tenant or any
successor partnership, changing, modifying, extending or discharging this
Lease, in whole or in part, or surrendering all or any part of the Premises to
Landlord, and (ii) any notices, demands, requests or other communications which
may hereafter be given by Partnership Tenant or by any of the general partners
comprising Partnership Tenant; (c) any bills, statements, notices, demands,
requests or other communications given or rendered to Partnership Tenant or to
any of such general partners shall be binding upon Partnership Tenant and all
such general partners; (d) if Partnership Tenant shall admit new partners, all
of such new partners shall, by their admission to Partnership Tenant, be deemed
to have assumed joint and several liability for the performance of all of the
terms, covenants and conditions of this Lease on Tenant’s part to be observed
and performed after the date of such admission and for so long as such general
partners remain general partners of the Partnership Tenant; and (e) Partnership
Tenant shall give prompt notice to Landlord of the admission of any such new
partners, and upon demand of Landlord, shall cause each such new partner to
execute and deliver to Landlord an agreement in form satisfactory to Landlord
in all respects, wherein each such new partner shall assume joint and several
liability for the performance of all the terms, covenants and conditions of
this Lease on Tenant’s part to be observed and performed as provided in clause
(d) above (but neither Landlord’s failure to request any such agreement nor the
failure of any such new partner to execute or deliver any such agreement to
Landlord shall vitiate the provisions of clause (d) above). The
technical dissolution of a Partnership Tenant (or of any partnerships
constituting Tenant) by reason of the death, retirement, resignation,
bankruptcy, or adjudication of incompetency of one or more partners, shall not
affect the ongoing liability hereunder of all general partners of such
Partnership (including any such dying, retiring, resigning, insolvent or
incompetent partners) as provided in this Lease.


ARTICLE 30

VAULT SPACE


          Notwithstanding
anything contained in this Lease or indicated on any sketch, blueprint or plan,
any vaults, vault space or other space outside the boundaries of the Real
Property are not included in the Premises. Landlord makes no representation as
to the location of the boundaries of the Real Property. All vaults and vault
space and all other space outside the boundaries of the Real Property which
Tenant may be permitted to use or occupy are to be used or occupied under a
revocable license, and if any such license shall be revoked, or if the amount of
such space shall be diminished or required by any Governmental Authority or by
any public utility company, such revocation, diminution or requisition shall
not constitute actual or constructive eviction, in whole or in part, or entitle
Tenant to any abatement or diminution of Rental, or relieve Tenant from any of
its obligations under this Lease, or impose any liability upon Landlord. Any
fee, tax or charge imposed by any Governmental Authority for any such vaults,
vault space or other space occupied by Tenant shall be paid by Tenant.


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ARTICLE 31

SECURITY DEPOSIT


          Section
31.1 Tenant concurrently with the execution and delivery of this Lease by
Landlord and Tenant herewith shall deposit with Landlord the sum of $1,000,000
as security for the full and faithful performance and observance by Tenant of
Tenant’s covenants and obligations under this Lease. Tenant shall be obligated
to deposit with Landlord the additional sum of $1,000,000 on or before thirty
(30) days after the Commencement Date, time being of the essence, so that the
aggregate sum of $2,000,0000 shall be deposited with Landlord as security for
the full and faithful performance and observance by Tenant of Tenant’s
covenants and obligations under this Lease. Landlord shall deposit each such
sum upon receipt into an interest bearing money market account, in Chase
Manhattan Bank (or any successor financial institution selected by Landlord
which is a member of the New York Clearing House Association). Provided no
Event of Default has occurred and is continuing, the interest earned on such
account shall be remitted annually to Tenant.


          Section
31.2 In lieu of the cash security deposit provided for in Section 31.1,
Tenant may at any time during the Term deliver to Landlord and shall
thereafter, except as otherwise provided herein, maintain in effect at all
times during the Term, a clean, stand-by, irrevocable letter of credit, in form
and substance satisfactory to Landlord in the amount of the security required
pursuant to this Article 31 issued by a banking corporation reasonably
satisfactory to Landlord and having its principal place of business or its duly
licensed branch or agency in the City of New York, and, if the issuing bank is
not a member of the New York Clearing House Association, confirmed by Citibank,
N.A. or another bank reasonably satisfactory to Landlord which is a member of
the New York Clearing House Association, which letter of credit may be
presented for payment in the City of New York. Such letter of credit shall have
an expiration date no earlier than the first anniversary of the date of
issuance thereof and shall be automatically renewed from year to year unless
terminated by the issuer thereof by notice to Landlord given by certified or
registered mail, return receipt requested not less than forty-five (45) days
prior to the expiration thereof. Except as otherwise provided in this Article
31, Tenant shall, throughout the Term deliver to Landlord, in the event of
the termination of any such letter of credit, replacement letters of credit
acceptable to Landlord in lieu thereof (each such letter of credit and each
such extension or replacement thereof, as the case may be, is hereinafter
referred to as a “Security Letter”)
no later than forty-five (45) days prior to the expiration date of the
preceding Security Letter. The term of each such Security Letter shall be not
less than one (1) year and shall be automatically renewable from year to year
as aforesaid. If Tenant shall fail to obtain any replacements of a Security
Letter within the time limits set forth in this Section 31.2, Landlord
may draw down the full amount of the existing Security Letter and retain the
same as cash security hereunder.


          Section
31.3 In the event Tenant defaults in respect of any of the terms,
provisions, covenants and conditions of this Lease, beyond any applicable grace
period, including, but not limited to, the payment of Fixed Rent, Escalation
Rent and/or Additional


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Rent, Landlord may use, apply or retain the whole or any part of the
security so deposited to the extent required for the payment of any Fixed Rent,
Escalation Rent and Additional Rent or any other sum as to which Tenant is in
default or for any sum which Landlord may expend or may be required to expend by
reason of Tenant’s default in respect of any of the terms, provisions,
covenants, and conditions of this Lease, including but not limited to, any
damages or deficiency accrued before or after summary proceedings or other
re-entry by Landlord. To insure that Landlord may utilize the security
represented by the Security Letter in the manner, for the purposes, and to the
extent provided in this Article 31, each Security Letter shall provide
that the full amount thereof may be drawn down by Landlord upon presentation to
the issuing or confirming bank of Landlord’s sight draft drawn on the issuing
bank.


          Section
31.4 In the event Landlord applies or retains any portion or all of the
security delivered hereunder, Tenant shall forthwith restore the amount so
applied or retained so that at all times the amount deposited shall be not less
than the security required under the provisions of this Article 31.


          Section
31.5 If Tenant shall fully and faithfully comply with all of Tenant’s
covenants and obligations under this Lease, the security or any balance thereof
to which Tenant is entitled (and interest earned thereon, if any, not
previously remitted to Tenant) shall be returned or paid over to Tenant
reasonably promptly after, as applicable, (x) delivery of a Security Letter
meeting the requirements of this Article 31 or (y) the date fixed as the
end of the Term and after delivery to Landlord of entire possession of the
Premises. In the event of any sale, transfer or leasing of Landlord’s interest
in the Building whether or not in connection with a sale, transfer or leasing
of the Real Property to a vendee, transferee or lessee, Landlord shall have the
right to transfer the unapplied part of the security and the interest thereon,
if any, to which Tenant is entitled, or any interest it may have in the
Security Letter, as the case may be, to the vendee, transferee or lessee and
Landlord shall thereupon be released by Tenant from all liability for the
return or payment thereof, and Tenant shall look solely to the new landlord for
the return or payment of same. The provisions of the preceding sentence shall
apply to every sale, transfer or leasing of the Building, and any successor of
Landlord may, upon a sale, transfer, leasing or other cessation of the interest
of such successor in the Building, whether in whole or in part, pay over any
unapplied part of said security or any interest it may have in the Security
Letter, as the case may be, to any vendee, transferee or lessee of the
Building, and shall thereupon be relieved of any liability with respect
thereto. In the event of a sale of the Building, Landlord shall have the right
to require Tenant to deliver a replacement Security Letter naming the new
Landlord as beneficiary and, if Tenant shall fail to deliver the same within
thirty (30) days after notice, to draw down the existing Security Letter and
retain the proceeds as cash security hereunder until a replacement Security
Letter is delivered. Tenant shall not assign or encumber or attempt to assign
or encumber the monies deposited herein as security and neither Landlord nor
its successors or assigns shall be bound by any such assignment, encumbrance,
or attempted assignment or encumbrance.


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          Section
31.6 Provided that no Event of Default shall have occurred and then be
continuing under this Lease, (a) on the third (3rd) anniversary of the
Commencement Date, Tenant shall be permitted to reduce the amount of said
security to $1,000,000.00 in the event Tenant has a Net Worth equal or greater
than $100,000,000 and (b) on the tenth (10th) anniversary of the Commencement
Date, the security requirement shall be eliminated and of no further force and
effect. If the security then held by Landlord is in cash, each such reduction
shall be accomplished by means of a cash payment to Tenant from Landlord. If
the security then held by Landlord is in the form of a Security Letter,
Landlord will accept a Security Letter in the proper reduced amount in exchange
for the existing Security Letter, or will enter into an amendment of the
Security Letter, reasonably acceptable to Landlord, reducing the amount thereof
to the proper reduced amount or, if applicable, landlord shall return the
Security Letter to Tenant.


ARTICLE 32

CAPTIONS


          The
captions, table of contents, headings and titles in this Lease are inserted
only as a matter of convenience and for reference and in no way define, limit
or describe the scope of this Lease nor the intent of any provision thereof.


ARTICLE 33

PARTIES BOUND


          Except as
otherwise expressly provided in this Lease, the covenants, conditions and
agreements contained in this Lease shall bind and inure to the benefit of
Landlord and Tenant and their respective permitted legal representatives,
successors, and assigns; provided, however, that (a) no violation of the
provisions of Article 12 hereof shall operate to vest any rights in any
successor or assignee of Tenant and (b) the provisions of this Article 33
shall not be construed as modifying the conditions of limitation contained in Article
16 hereof.


ARTICLE 34

BROKER


          Tenant
represents and warrants to Landlord that it has not dealt with any broker or
Person in connection with this Lease other than Insignia/ESG (the “Broker”). Landlord represents and
warrants to Tenant that it has not dealt with any broker or Person in
connection with this Lease other than the Broker. In executing and delivering
this Lease, the parties have relied upon the foregoing representations and
warranties. Tenant and Landlord shall indemnify and hold each other harmless
from and against any and all claims for commissions, fees, reimbursement for
expenses, or other compensation by any Person other than the Broker who shall
claim to have dealt with the indemnifying party in connection with this Lease
and for any and all costs incurred by indemnified party in


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connection with such claims, including, without limitation, attorneys’
fees and disbursements. Landlord shall compensate the Broker in accordance with
a separate agreement or agreements between Landlord and the Broker. This
provision shall survive the expiration or earlier termination of this Lease.


ARTICLE 35

INDEMNITY


          Section
35.1 (A) Tenant shall not do or permit any act or thing to be done upon the
Premises which may subject any Indemnitee to any liability or responsibility
for injury, damages to persons or property or to any liability by reason of any
violation of any Requirement of Law, but shall exercise such control over the
Premises as to fully protect the Indemnitees against any such liability. Tenant
shall indemnify and save the Indemnitees and each of them harmless from and
against (i) all claims of whatever nature against the Indemnitees arising from
the conduct or management of the Premises or of any business therein, or any
work or thing whatsoever done, or any condition created in or about the
Premises during the Term or any act, omission or negligence of Tenant, its
contractors, licensees, agents, servants, employees, invitees or visitors, (ii)
all claims against the Indemnitees arising from any accident, injury, damage or
other occurrences whatsoever caused to any person or to the property of any
person and occurring during the Term in or about the Premises, (iii) all claims
against the Indemnitees arising from any accident, injury or damage occurring
outside of the Premises but anywhere within or about the Real Property, where
such accident, injury of damage results or is claimed to have resulted from an
act, omission or negligence of Tenant or Tenant’s agents, employees, invitees
or visitors, and (iv) any breach, violation or nonperformance of any covenant,
condition or agreement in this Lease set forth and contained on the part of
Tenant to be fulfilled, kept, observed and performed. This indemnity and hold harmless
agreement shall include without limitation indemnity from and against any and
all liability, fines, suits, demands, costs and expenses of any kind or nature
(including, without limitation, reasonable attorneys’ fees and disbursements)
incurred in or in connection with any such claim or proceeding brought thereon,
and the defense thereof. If any claim, action or proceeding is made or brought
against any Indemnitee, which claim, action or proceeding the Tenant shall be
obligated to indemnify such Indemnitee against, pursuant to the terms of this
Lease, then, upon demand by the Indemnitee, the Tenant, at its sole expense,
shall resist or defend such claim, action or proceeding in the Indemnitee’s
name, if necessary, by such attorneys as the Indemnitee shall approve. The
provisions of this Section 35.1(A) shall survive the expiration or
earlier termination of this Lease.


          (B)
Landlord shall indemnify and save Tenant harmless from and against any and all
claims (other than those for which liability is waived or limited by the
express provisions of this Lease) resulting from any accident, injury, or
damage in or upon the Real Property to property or persons (i) due to any gross
negligence of Landlord, its agents, licensees, employees, invitees or contractors,
to the extent of collected insurance proceeds, or (ii) due to any intentional
misconduct of Landlord, its agents, employees or contractors, provided in each
case that Tenant first obtains a final, nonappealable order of a court of
competent jurisdiction confirming that the actions or inactions of Landlord,


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its agents, employees or contractors constituted gross negligence or
intentional misconduct as the case may be. This indemnity and hold harmless
agreement shall include without limitation indemnity from and against any and
all liability, fines, suits, demands, costs and expenses of any kind or nature
(including, without limitation, reasonable attorneys’ fees and disbursements)
incurred in or in connection with any such claim brought thereon, and the
defense thereof. The provisions of this Section 35.1(B) shall survive
the expiration or earlier termination of this Lease.


ARTICLE 36

ADJACENT EXCAVATION-SHORING


          If an
excavation shall be made upon land adjacent to the Premises, or shall be
authorized to be made, Tenant shall, upon reasonable advance notice, afford to
Landlord or any Governmental Authority causing or authorized to cause such
excavation, license to enter upon the Premises for the purpose of doing such
work as Landlord or such Governmental Authority shall deem, in its or their
sole discretion, necessary to preserve the wall of the Building from injury or
damage and to support the same by proper foundations without any claim for
damages or indemnity against Landlord, or diminution or abatement of Rental
provided that Tenant shall continue to have access to the Premises and the
Building.


ARTICLE 37

MISCELLANEOUS


          Section
37.1 This Lease is offered for signature by Tenant and it is understood
that this Lease shall not be binding upon Landlord or Tenant or impose any
rights or obligations upon Landlord or Tenant unless and until Landlord and
Tenant shall have executed and delivered a fully executed copy of this Lease to
each other.


          Section
37.2 The obligations of Landlord under this Lease shall not be binding upon
Landlord named herein after the sale, conveyance, assignment or transfer by
such Landlord (or upon any subsequent landlord after the sale, conveyance,
assignment or transfer by such subsequent landlord) of its interest in the
Building or the Real Property, as the case may be, and in the event of any such
sale, conveyance, assignment or transfer, Landlord shall be and hereby is
entirely freed and relieved of all covenants and obligations of Landlord hereunder;
provided, however, that Landlord shall not be released from its obligation to
fund the Landlord’s Contribution pursuant to Article 41 unless and until
the purchaser, assignee or transferee with respect to such sale, conveyance,
assignment or transfer assumes the obligations of Landlord under the Lease.
Neither Landlord nor any of the direct or indirect partners, shareholders,
directors or officers of Landlord (collectively, the “Parties”) shall be personally liable
for the performance of Landlord’s obligations under this Lease. Tenant shall
look solely to Landlord to enforce Landlord’s obligations hereunder and shall
not seek any damages against any of the Parties. Prior to any such sale,
conveyance, assignment or transfer, the liability of Landlord for Landlord’s
obligations under this Lease shall be limited to Landlord’s interest in the
Real Property and Tenant shall not look to any other property or assets of
Landlord


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or the property or assets of any of the Parties in seeking either to enforce
Landlord’s obligations under this Lease or to satisfy a judgment for Landlord’s
failure to perform such obligations. After any such sale, conveyance,
assignment or transfer, to the extent that Landlord has any liability at all,
the liability of Landlord for such obligations shall be limited to the proceeds
of such transfer received by Landlord.


          Section
37.3 Notwithstanding anything contained in this Lease to the contrary, all
amounts payable by Tenant to or on behalf of Landlord under this Lease, whether
or not expressly denominated Fixed Rent, Escalation Rent, Additional Rent or
Rental, shall constitute rent for all purposes of this Lease, for the purpose
of any and all remedies that Landlord has available at law or in equity, and
for the purposes of Section 502(b)(7) of the Bankruptcy Code.


          Section
37.4 This Lease shall not be recorded. The recordation of this Lease or any
memorandum thereof shall constitute a default by Tenant under the provisions of
this Lease. The provisions of this Section 37.4 shall survive the
expiration or earlier termination of this Lease.


          Section
37.5 Tenant hereby waives any claim against Landlord which Tenant may have
based upon any assertion that Landlord has unreasonably withheld or delayed any
consent or approval requested by Tenant, and Tenant agrees that its sole remedy
in connection therewith shall be an action or proceeding for specific
performance, injunction or declaratory judgment. In the event there is a final
determination in any such proceeding (after exhaustion of any appeals) that
Landlord unreasonably withheld or delayed its consent in violation of any
provision in this Lease pursuant to which Landlord has agreed not to
unreasonably withhold or delay its consent, the requested consent or approval
shall be deemed to have been granted, however, Landlord shall have no liability
of any kind to Tenant for its refusal or failure to give such consent or
approval except for Landlord’s actual bad faith and provided the following
shall occur: (a) Tenant shall give Landlord written notice (the “Damages Notice”) no later than sixty
(60) days after Landlord shall have refused to grant its consent, time being of
the essence, which notice shall specify (i) the reason that Tenant believes
that Landlord’s failure to give such consent is unreasonable, (ii) the grounds,
based upon Tenant’s available knowledge, that Tenant believes Landlord’s
decision was caused by its bad faith, and (iii) the amount of damages Tenant
believes it incurred by reason of Landlord’s decision; failure by Tenant to
deliver the Damages Notice within such sixty (60) day time period shall
automatically be deemed a waiver of any right to seek any damages against
Landlord for the failure or refusal to grant such consent; (b) Tenant shall
commence suit against Landlord in a court of competent jurisdiction in the
Borough of Manhattan in the City of New York no later than nine (9) months
after delivery of the Damages Notice; and (c) there shall be a final
determination in such court (after exhaustion of any appeals) that Landlord’s
refusal to grant such consent was caused by Landlord’s actual bad faith.
Landlord’s liability will be limited to actual compensatory damages (and in no
event shall Landlord be liable for consequential damages or punitive damages).
Without limitation of the scope of Landlord’s discretion, no decision of
Landlord will be deemed to result from bad faith if such decision requires the
consent of any Mortgagee or Lessor, and the Mortgagee or


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Lessor refuses to give, withholds, delays or conditions such consent.
If any action or proceeding for damages against Landlord under this Section
37.5 shall be commenced against Landlord and there shall be a final
determination by a court of competent jurisdiction on the merits (after
exhaustion of any appeals), then the prevailing party shall be entitled to be
reimbursed within twenty (20) days after demand by the other party for
reasonable attorneys’ fees and disbursements incurred by such prevailing party
in connection with such action or proceeding.


          Section
37.6 All references in this Lease to the consent or approval of Landlord or
Agent shall be deemed to mean the written consent or approval of Landlord and
no consent or approval of Landlord shall be effective for any purpose unless
such consent or approval is given in advance and is set forth in a written
instrument executed by Landlord or Agent.


          Section
37.7 If Tenant shall fail to deliver vacant possession of the Premises in
the manner required hereunder on or prior to the expiration or earlier
termination of this Lease, such failure shall not be deemed to extend the Term
or renew this Lease and Tenant shall pay to Landlord promptly upon demand
therefor, (a) for the first month or any portion thereof during which Tenant
shall retain possession of the Premises after such expiration or early
termination, an amount equal to One Hundred Twenty-Five percent (125%) of the
product obtained by multiplying (i) one-twelfth (1/12) by (ii) the annual Fixed
Rent, Escalation Rent and Additional Rent then payable by Tenant pursuant to
the terms of this Lease, (b) for each of the second and third months or any
portion thereof during which Tenant shall retain possession of the Premises
after such expiration or early termination, an amount equal to One Hundred and
Fifty percent (150%) of the product obtained by multiplying (i) one-twelfth
(1/12) by (ii) the annual Fixed Rent, Escalation Rent and Additional Rent then
payable by Tenant pursuant to the terms of this Lease and (c) for each month or
any portion thereof thereafter during which Tenant shall retain possession of
the Premises after such expiration or early termination, an amount equal to One
Hundred Seventy-Five percent (175%) of the product obtained by multiplying (i)
one-twelfth (1/12) by (ii) the annual Fixed Rent, Escalation Rent and
Additional Rent then payable by Tenant pursuant to the terms of this Lease. The
provisions of this Section 37.7 shall not be deemed to limit or
constitute a waiver of any other rights or remedies provided herein or at law
or in equity. The provisions of this Section 37.7 shall survive the
expiration or earlier termination of this Lease.


          Section
37.8 This Lease contains the entire agreement between the parties with respect
to the subject matter hereof and all prior negotiations and agreements are
merged herein. No agreement hereafter made shall be effective to change,
modify, terminate, discharge or effect an abandonment of this Lease in whole or
in part unless such agreement is in writing, refers specifically to the
provisions of this Lease and is signed by the party against whom enforcement of
the change, modification, termination, discharge or abandonment is sought.


          Section
37.9 The submission of this Lease for examination, review and negotiation
does not constitute an offer to lease and this Lease shall be legally binding


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only upon execution hereof by Landlord and Tenant and delivery of an
executed counterpart thereof to each party.


          Section
37.10 Tenant shall not occupy any space in the Building (by assignment,
sublease or otherwise) other than the Premises, except with the prior written
consent of Landlord in each instance, except in the event that there is no
Comparable Space available in the Building.


          Section
37.11 Tenant acknowledges that it has no rights to any development rights,
“air rights” or comparable rights appurtenant to the Land or Building, and
consents, without further consideration, to any utilization of such rights by
Landlord and agrees to promptly execute and deliver any instruments which may
be requested by Landlord, including instruments merging zoning lots, evidencing
such acknowledgment and consent. The provisions of this Section 37.11
shall be deemed to be and shall be construed as an express waiver by Tenant of
any interest Tenant may have as a “party in interest” (as such quoted term is
defined in Section 12-10 Zoning Lot of the Zoning Resolution of the City of New
York) in the Building or the Land.


          Section
37.12 In addition to any remedies which Landlord may have under this Lease,
and without reducing or adversely affecting any Landlord’s rights and remedies
under Article 17 hereof, if there shall be a monetary default hereunder
by Tenant which shall not have been cured within the applicable grace period,
Landlord shall not be obligated to furnish to Tenant or the Premises any heat,
ventilation or air-conditioning services outside of 8:00 a.m. to 6:00 p.m. on
Business Days and from 8:00 a.m. to 1:00 p.m. on Saturdays, or any extra or
additional cleaning services; and the discontinuance of any one or more such
services shall be without liability by Landlord to Tenant and shall not reduce,
diminish or otherwise affect any of Tenant’s covenants and obligations under
this Lease. Notwithstanding the foregoing, Landlord shall provide such overtime
services if, at the time of requesting such services, Tenant shall prepay to
Landlord the estimated costs for such services as reasonably determined by
Landlord.


          Section
37.13 Irrespective of the place of execution or performance, this Lease
shall be governed by and construed in accordance with the laws of the State of
New York. If any provisions of this Lease or the application thereof to any
person or circumstances shall, for any reason and to any extent, be invalid or
unenforceable, the remainder of this Lease and the application of that
provision to other persons or circumstances shall not be affected but rather
shall be enforced to the extent permitted by law. Except as expressly provided
to the contrary in this Lease, Tenant agrees that all disputes arising out of
or relating to this Lease shall be adjudicated in the State Courts for the
State of New York in New York County or in the Federal Courts for the South
District of New York. This Lease shall be construed without regard to any
presumption or other rule requiring construction against the party causing this
Lease to be drafted. Each covenant, agreement, obligation or other provision of
this Lease on Tenant’s part to be performed, shall be deemed and construed as a
separate and independent covenant of Tenant, not dependent on any other
provision of this Lease. All terms and words used in this Lease, regardless of
the number or gender in which they are used, shall be deemed to include


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any other number and any other gender as the context may require.


          Section
37.14 Landlord shall make a reasonable good faith effort to identify, test
for and remediate century date change and date handling deficiencies in the
Internal Components of Building Systems so that they will be Y2K Compliant,
provided, however, that Landlord makes no representations or warranties of any
kind or nature whatsoever that such efforts shall be successful. For the purposes
of this Section 37.13 “Internal
Components” shall mean any component or service (including
without limitation the Building Systems) that is located exclusively within the
Building and is entirely within Landlord’s control and “Y2K Compliant” shall mean any component
or service (including without limitation the Building Systems) that, provided
all other systems, components and services used with it shall properly exchange
accurate date data with it, (x) is capable of correctly and accurately processing,
providing and/or receiving date data from, into and between years 1999 and 2000
and beyond and (y) does not operate abnormally or inaccurately or cease to
operate as a result of the inability to correctly and accurately process,
provide and/or receive date data from, into and between years 1999 and 2000.


          Section
37.15 Tenant shall have the non-exclusive right (the “Plaque Right”) exercisable upon thirty
(30) days’ prior written notice to Landlord (the “Plaque Notice”) to erect one plaque (the “Plaque”) with Tenant’s name on the
exterior of the Building in a design, size, and material which, in Landlord’s
sole and absolute judgment, shall be consistent with the character and dignity
of the Building in the location and otherwise as specified in Schedule I
attached hereto. As an express condition precedent to the Plaque Right, at the
time Tenant proposes to commence erection of the Plaque and all times
thereafter (a) no Event of Default under any of the terms and conditions of
this Lease must have occurred and be continuing and (b) the named Tenant in
this Lease or any Related Entity thereof must be in actual occupancy of an
amount of space in the Building equal to at least 75,000 rentable square feet.
The Plaque shall be installed by Landlord, at the sole reasonable expense of
Tenant. Upon expiration or sooner termination of this Lease, Tenant shall
reimburse Landlord for the reasonable cost of removal of the Plaque, which
removal will be performed by Landlord, and for restoration of the site to its condition
prior to the installation of such Plaque. If Tenant assigns this Lease other
than pursuant to Section 12.4 hereof, this Section 37.15 shall,
automatically and without any further act by any party, be of no further force
or effect whatsoever.


ARTICLE 38

RENT CONTROL


          If at the
commencement of, or at any time or times during the Term, the Rental reserved
in this Lease shall not be fully collectible by reason of any Requirement of
Law, Tenant shall enter into such agreements and take such other steps as
Landlord may request and as may be legally permissible to permit Landlord to
collect the maximum rents which may from time to time during the continuance of
such legal rent restriction be legally permissible (and not in excess of the
amounts reserved therefor under this Lease). Upon the termination of such legal
rent restriction prior to the expiration of the Term, (a)


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the Rental shall become and thereafter be payable hereunder in
accordance with the amounts reserved in this Lease for the periods following
such termination and (b) Tenant shall pay to Landlord, if legally permissible,
an amount equal to (i) the items of Rental which would have been paid pursuant
to this Lease but for such legal rent restriction less (ii) the rents paid by
Tenant to Landlord during the period or periods such legal rent restriction was
in effect.


ARTICLE 39

LANDLORD’S RIGHT TO PERFORM TENANT’S OBLIGATIONS


          If Tenant
shall default in the observance or performance of any term or covenant on
Tenant’s part to be observed or performed under any of the terms and provisions
of this Lease, (i) Landlord may remedy such default for the account of Tenant,
immediately thereafter and without notice in case of emergency or if such
default shall subject Landlord to the risk of prosecution for a crime or
default under any Superior Lease or any Mortgage, or in any other case if
Tenant shall fail to remedy such default after Landlord shall have notified
Tenant of such default and the applicable grace period for curing such default
shall have expired, and (ii) if Landlord makes any expenditures or incurs any
obligations for the payment of money in connection with such default, including
without limitation, attorneys’ fees or disbursements in instituting,
prosecuting or defending any action or proceeding, such sums paid or
obligations incurred, with interest at the Applicable Rate from the date paid
or incurred, shall be deemed to be Additional Rent and shall be paid by Tenant
to Landlord upon rendition of a bill to Tenant therefor. The provisions of this
Article 39 shall survive the expiration or other termination of this
Lease.


ARTICLE 40

BUILDING DIRECTORY


          At the
request of Tenant, Landlord shall list in the building’s directory the name of
Tenant and any trade name under which Tenant has the right to operate. Tenant
shall have a number of listings in the building’s directory equal to Tenant’s
Operating Share of the total number of listing spaces/slots in the building’s
directory.


ARTICLE 41

LANDLORD’S CONTRIBUTION


          Section
41.1 (A) (i) Subject to the terms and conditions set forth below, Landlord
shall reimburse Tenant up to a maximum amount of $3,600,000.00 (“Landlord’s Contribution”) for the costs
of labor and materials and other related costs paid and incurred by Tenant in
connection with the Initial Alterations. In the event that the cost and expense
of all such items shall exceed the amount of the Landlord’s Contribution,
Tenant shall be entirely responsible for such excess. If Tenant does not use all
or any part of the Landlord’s Contribution for or with respect to Initial
Alterations or other permitted expenditures under this Article 41, then
Tenant may apply the balance against Fixed Rent in accordance with this Section
41.1. If the amount of the Landlord’s Contribution that is applied to Fixed
Rent (a) is equal to or less than two (2) months’ Fixed Rent, then such


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credit shall apply within twelve (12) months after the Abatement Period
as designated by Tenant to Landlord in writing and (b) exceeds two (2) months’
Fixed Rent, then (i) the amount equal to two (2) months’ Fixed Rent shall apply
within twelve (12) months following the Abatement Period as designated by
Tenant to Landlord in writing and (ii) the amount in excess of two months’ Fixed
Rent shall apply to any month(s) determined by Landlord in its sole discretion
after twelve (12) months after the Abatement Period and prior to the third
(3rd) anniversary of the Rent Commencement Date.


                    (ii)
Prior to the commencement of the Initial Alterations, as a condition to
Landlord’s obligation to provide the Landlord’s Contribution, Tenant shall be
required to provide to Landlord a certificate in form reasonably satisfactory
to Landlord from an officer of Tenant certifying the total estimated cost of
the Initial Alterations and providing a certification of Tenant’s general
contractor, setting forth the total cost of the Initial Alterations and
including a trade breakdown evidencing the total cost of the Initial
Alterations.


          (B)
Disbursements of the Landlord’s Contribution shall be made in accordance with
this Section 41.1(B). Landlord shall disburse from time to time, but not
more often than once in any calendar month, within ten (10) Business Days after
receipt of Tenant’s request therefor, that portion of Landlord’s Contribution
equal to the amount set forth in Tenant’s requisition (subject to the
provisions of this Article 41); provided however, that no advance shall
be made if, and for so long as, Tenant shall be in default beyond applicable
notice and grace periods under this Lease. No advance shall be made until
Landlord has received a request therefor from Tenant and Tenant has submitted
the following to Landlord:


                    (i)
A certificate signed by Tenant and Tenant’s architect dated not more than ten (10) days prior to such
request setting forth (a) an itemized
account of the sums paid by Tenant for amounts justly due to all contractors, subcontractors, materialmen,
engineers, architects and other persons
who have rendered services or furnished materials in connection with the Initial Alterations, (b) that the
work described in the certificate has
been completed substantially in accordance with the final plans therefor previously approved by Landlord
(this statement need not be made by
Tenant, only by Tenant’s architect), (c) that Tenant has not received notice of the filing with respect
to the Premises or the Building or any
part thereof or any improvements thereon, any vendor’s, mechanic’s, laborer’s, materialmen’s or other like liens
arising out of Initial Alterations
which has not been discharged of record, and (d) that Tenant has
complied with all of the conditions set
forth in this Lease applicable to Alterations,
including without limitation the requirement that Tenant comply
with Requirements of Law (statements
(c) and (d) need not be made by
Tenant’s architect, only by Tenant);


                    (ii)
Partial lien waivers, paid receipts or such other proof of payment as Landlord shall reasonably require for all
work done and materials supplied with
respect to any prior requisitions for which Tenant previously applied for payment; and


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                              (iii)
a statement from the architect setting forth the total remaining cost of the
Initial Alterations to be performed, including without limitation, an
itemization of any additional costs not theretofore disclosed to Landlord.


          Section
41.2 Upon completion of the Initial
Alterations, Tenant shall deliver to Landlord (i) a certificate signed by
Tenant’s architect and an officer of Tenant certifying that the Initial
Alterations have been substantially completed in accordance with the approved
plans and specifications, (ii) all Building Department sign-offs, inspection
certificates and any and all permits required to be issued by any Governmental
Authority having jurisdiction thereover and (iii) a general release from all
contractors and subcontractors performing Initial Alterations releasing
Landlord and Tenant from any and all liability for any work or materials.


          Section
41.3 Notwithstanding anything to
the contrary contained in this Article 41, if, at the time any payment
by Landlord to Tenant of all or any portion of Landlord’s Contribution is
required to be made and an Event of Default has occurred, then Landlord may,
provided it gives written notice to Tenant, offset the amount of any arrearages
against the payment then due from Landlord hereunder.


          Section 41.4 Landlord shall be permitted to retain from each
disbursement under this Article 41 an amount equal to ten percent (10%)
of the amount requested to be disbursed by Tenant in the event Tenant’s
application does not reflect a ten percent (10%) retainage from contractors and
materialmen. The aggregate amount of the retainages held by Landlord (if any)
shall be paid by Landlord to Tenant upon completion of the Initial Alterations
and upon receipt by Landlord from Tenant of the items set forth in Section
41.2(i), (ii), and (iii).


ARTICLE 42

EXTENSION OF TERM


          Section
42.1 (A) Subject to the provisions of Section 42.4,
Tenant, at Tenant’s sole option, shall have one (1) extension option of five
(5) years (the “Extension Option”) covering either
(x) the entire Premises or (y) portions of the Premises consisting of full
floors only and in no event less than one full floor (the “Extension Space”). To the extent applicable, contiguous full
floors must be included as part of the Extension Space before non-contiguous
full floors can be included as part of the Extension Space. The term of the
Extension Option shall commence on the day immediately succeeding the Fixed
Expiration Date (the “Extension Term Commencement
Date”) and end on the last day of the calendar month immediately preceding
the month in which occurs the fifth anniversary of the Extension Term
Commencement Date (such additional term being the “Extension
Term”) provided that:


                              (i) Not later than the date
which is eighteen (18) months prior to the Fixed Expiration Date and not
earlier than the date which is two (2) years prior to the Fixed Expiration
Date, Tenant shall send to Landlord a written request (the “Extension


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Request”) asking Landlord to set forth Landlord’s estimate of the Fixed Rent
for the Extension Term on a rentable square foot basis in the event Tenant
exercises the Extension Option and indicating the Extension Space that would be
covered by the Extension Option. After receipt of the Extension Request,
Landlord shall provide its estimate of Fixed Rent for the Extension Term to
Tenant by notice (the “Rent Determination
Notice”) in writing no later than the date which is fifteen (15)
months prior to the Fixed Expiration Date. Tenant must give Landlord written
notice (the “Extension Notice”)
of its election to exercise the Extension Option and whether or not Tenant
disputes Landlord’s determination of the Fixed Rent for the Extension Term by not
later than the date which is one year prior to the Fixed Expiration Date. Time
is of the essence for all of such dates set forth in this Section 42.1(A)(i).
If Tenant does not timely send an Extension Request or Extension Notice
pursuant to the provisions of this Section 42.1, this Article 42
shall be null, void and of no force or effect and shall be deemed deleted from
this Lease;


                              (ii) Tenant’s Extension
Option, at Landlord’s sole option, shall be inapplicable, null, void and of no
further force and effect if, either as of the time of the giving of the
Extension Request or Extension Notice or as of the Extension Term Commencement
Date, any Event of Default under any of the terms and conditions of this Lease
shall have occurred and be continuing; and


                              (iii) Tenant
(and/or any Related Entity) shall, as of both the giving of the Extension
Notice and the Extension Term Commencement Date, (x) be in actual occupancy of
at least fifty (50%) percent of the Extension Space and (y) either (1) have met the Financial Requirements or (2) have delivered a
Financial Requirements LC to Landlord with respect to the Extension Space. If
in any successive year, Tenant’s Net Worth is equal to or greater than
$200,000,000, Landlord shall return the Financial Requirements LC delivered in
connection with the Extension Space to Tenant.


          (B) The Fixed Rent payable by Tenant to Landlord during the Extension Term
shall be increased to an amount equal to the Fair Market Rent (as defined and
determined herein), which determination shall be as of nine (9) months prior to
the Extension Term Commencement Date.


With
respect to the Extension Term, effective as of the Extension Term Commencement
Date, (1) the Base Operating Year shall be the Operating Year in which the
Extension Term Commencement Date occurs and (2) the Base Taxes shall be the
Taxes, as finally determined, for the Tax Year ending immediately prior to the
occurrence of the Extension Term Commencement Date.


          Section
42.2 In the event that
Tenant shall duly exercise its Extension Option in accordance with this Article
42, and disputes Landlord’s determination of Fixed Rent for the Extension
Term and shall be unable to resolve such dispute with Landlord, then Tenant
shall initiate the arbitration process provided for herein by designating its
arbitrator in a notice (the “Tenant’s Arbitration Notice”) to Landlord
(which notice must specify the name, address and telephone number of the person
designated to act as an arbitrator on


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its
behalf) given to Landlord no later than thirty (30) days after Tenant shall
have delivered the Extension Notice, time being of the essence, and the
determination of the Fair Market Rent of the Extension Space shall be made in
accordance with the provisions of Section 42.8 hereof,
provided, however, that neither Landlord nor Landlord’s arbitrator shall be
bound by nor shall any reference be made to the determination of the Fixed Rent
which was furnished by Landlord in the Rent Determination Notice, but
Landlord’s Submitted Value may not exceed Landlord’s determination of the Fixed
Rent for the Extension Term as furnished by Landlord under the Rent
Determination Notice. If Tenant fails to deliver the Tenant’s Arbitration Notice
as provided above, time being of the essence, then Landlord’s determination of
the Fixed Rent during the applicable Extension Term in the Rent Determination
Notice shall be final and conclusive.


          Section
42.3 Except as provided
in Section 42.1 hereof, and unless the context shall otherwise
specifically require, Tenant’s occupancy of the Extension Space during the
applicable Extension Term shall be on the same terms and conditions as during
the initial Term of this Lease (the “Unextended
Term”), provided, however, (a) Tenant shall have no further right to extend
the term of this Lease pursuant to this Article 42, (b) Tenant shall not be entitled to any
credits or allowances for tenant improvements or similar work to be performed
by Tenant or any similar credit or improvement that may be provided pursuant to
any other provisions in this Lease, (c) Tenant shall accept the Extension Space
during the Extension Term in its then “as is” condition and Landlord shall not
be obligated to perform any work or make any improvements of any kind
whatsoever except any obligations of Landlord with respect to the repair of
Basic Construction of the Building as set forth in Article 4 and
Landlord’s obligations with respect to any casualty or condemnation pursuant to
Articles 10 and 11 hereof, (d) Tenant shall be obligated, at its sole
expense, and subject to the terms and conditions of Article 3, to
separately demise the Extension Space, if applicable, and (e)there
shall be no rent abatements or concessions of any kind with respect to the
Extension Space including without limitation the rent abatement under Section
1.3(B).


          Section
42.4 Time shall be of
the essence with respect to the giving of each Extension Notice. The
termination of this Lease in full during the Unextended Term or the Extension
Term as applicable, shall also automatically, completely and irrevocably
without any further act by either party, terminate and render void any option
or right on Tenant’s part to extend the term of this Lease pursuant to this Article
42 whether or not such option or right shall have theretofore been
exercised. None of Tenant’s options or elections set forth in this Article
42 may be severed from this Lease or separately sold, assigned or
transferred.


          Section
42.5 If Tenant exercises
its right to extend the Term for an Extension Term pursuant to this Section
42, (i) the phrases “the term of this Lease” or “the term hereof” or “Term”
or similar phases as used under the Lease, shall be construed to include the Extension
Term, the Expiration Date shall be construed to be the date of the expiration
of the Extension Term and the Premises shall be construed to be the Extension
Space.


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          Section
42.6 If this Lease is
renewed for an Extension Term, such exercise shall be self-operative and no
further instrument shall be required, however, in confirmation of such
extension, Landlord and Tenant may each request that the other execute,
acknowledge and deliver, and the parties shall so execute, acknowledge and
deliver, an instrument in form reasonably acceptable to each of them confirming
the exercise of the applicable Extension Option and the Expiration Date under
the applicable Extension Term.


          Section
42.7 The “Fair Market Rent” for the applicable space shall mean the annual fair market rental value
for leases of comparable leasable space upon comparable terms in comparable
office buildings in midtown Manhattan (including market rents then being
charged at the Building for comparable leasable space) based upon the following
factors (and the arbitrators to be appointed under Section 42.8 shall be
instructed to base their determinations thereon accordingly). For purposes of
this Section 42.7, comparable office buildings shall mean properties
similar in location, reputation of ownership, amount of space available for
lease, tenant roster and financial stability.


          (A) that Landlord and
Tenant are typically motivated;


          (B) that Landlord and
Tenant are well informed and well advised and each is acting in what it
considers its own best interest;


          (C) that a reasonable time
under then existing market conditions is allowed for exposure of the applicable
space on the open market;


          (D) that in the event the applicable space or any portion thereof have been
destroyed or damaged by fire or other casualty, such damage has been fully
restored;


          (E) that the applicable space is to be let subject to the provisions of this
Lease;


          (F) that the Base Taxes and Base Operating Year are as set forth in this Article
42 or in Article 44, as applicable;


          (G) that Tenant will incur no moving or storage costs;


          (H) that the applicable space will be let in its then “as is” condition, and
Landlord will not be paying any work letter or allowance (or providing any free
rent period, rent abatement or similar concessions in lieu of a work letter) or
performing any work in order to prepare the applicable space for occupancy;


          (I) that the applicable space is to be let by a single user; and


          (J) that the applicable space is on a particular floor in the Building.


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          In
rendering such determination, the arbitrators shall not modify or assume the
modification of the provisions of this Lease except as specifically provided in
this Article 42.


          Section
42.8 (A) Within thirty (30) days after Landlord’s
receipt of Tenant’s Arbitration Notice, Landlord shall give notice to Tenant
specifying the name, address and telephone number of the person designated to
act as an arbitrator on Landlord’s behalf (“Landlord’s
Arbitration Notice”). If Landlord fails to deliver the Landlord’s
Arbitration Notice within such thirty (30) day period, then Landlord’s
arbitrator shall be appointed in the same manner as if both arbitrators cannot
agree on the appointment of a third arbitrator as set forth in Subsection
42.8(C) below.


          (B) If Landlord designates
an arbitrator within the time period specified above, the two arbitrators so
chosen shall meet within thirty (30) days after Landlord’s arbitrator is
appointed, and shall exchange sealed envelopes each containing such
arbitrator’s written determination of the Fair Market Rent. Landlord’s
arbitrator shall not be bound by nor shall either arbitrator make any reference
to the determination of the Fixed Rent for the space in question which was
previously furnished by Landlord to Tenant. The Fair Market Rent specified by
Landlord’s arbitrator shall herein be called “Landlord’s
Submitted Value” and the
Fair Market Rent specified by Tenant’s arbitrator shall herein be called “Tenant’s Submitted Value”. Copies of such written determinations
shall promptly be sent to both Landlord and Tenant. Any failure of either such
arbitrator to exchange such determinations shall be deemed acceptance of the
other party’s arbitrator’s determination as the Fair Market Rent, if, and only
if, such failure persists for ten (10) days after notice to the party for whom
such arbitrator is acting.


          (C) If the higher determination of Fair Market Rent for the space in question
is not more than 105% of the lower determination of such Fair Market Rent, then
the Fair Market Rent for such space shall be deemed to be the average of the
two determinations. If, however, the higher determination is more than 105% of
the lower determination, then within thirty (30) days after the date the
arbitrators submitted their respective Fair Market Rent determinations, the two
arbitrators shall together appoint a third arbitrator. In the event of their
being unable to agree upon such appointment within thirty (30) days after the
submission of the respective arbitrators’ Fair Market Rent determinations to
Landlord and Tenant, the third arbitrator shall be selected by the parties
themselves if they can agree thereon within a further period of fifteen (15)
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 of an arbitrator meeting
the requirements under Article 42 by the New York Office of the American
Arbitration Association (or any organization successor thereto) in accordance
with its rules, practices and procedures; 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. Such third arbitrator shall, within thirty (30) days after his or
her appointment, choose either the Landlord’s Submitted Value or the Tenant’s


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Submitted
Value (but no other amount) as the Fair Market Rent of the space in question
and send copies of this determination promptly to both Landlord and Tenant and
their arbitrators. Whichever of Landlord’s Submitted Value or Tenant’s
Submitted Value shall be selected by such third arbitrator shall conclusively
be deemed to be the Fair Market Rent.


          (D) Each party shall pay the fees and expenses of the arbitrator 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.


          (E) Each of the arbitrators selected as herein provided must be a
professional employee or principal of an unaffiliated respectable company
engaged in the business of real estate brokerage and/or consulting operating in
the City of New York with at least ten (10) years’ experience in the leasing
and renting, on behalf of either landlords or tenants, of office space in
first-class office buildings in Manhattan.


          (F) Each arbitrator shall certify to Landlord and Tenant whether or not, in
the previous three (3) years, the arbitrator or his or her company have (x) been retained by Landlord or
Tenant or any affiliate of either and/or (y) been involved in an adversarial
arbitration or litigation proceeding with either Landlord or Tenant. Landlord
and Tenant reserve the right to reject any arbitrator for good cause within ten
(10) Business Days after receipt of the certification provided above.


          (G) The arbitration shall be conducted, to the extent consistent with this Article
42, in accordance with the then prevailing rules of the American Arbitration
Association (other than the American Arbitration Association rules relating to
the appointment of arbitrators), or such other procedures as are agreed to by
the arbitrators or the parties hereto. In rendering such decision and award,
the arbitrators shall not add to, subtract from or otherwise modify the
provisions of this Lease. Judgment may be had on the decision and award of the
arbitrator(s) so rendered in any court of competent jurisdiction.


          (H) In the event the Tenant elects the aforesaid arbitration process and as
of the date on which the Fixed Rent based on the Fair Market Rent was to become
effective (the “Applicable Date”) the amount of the Fair Market Rent has not been determined, Tenant
shall pay the amount based on the determination by Landlord to be the Fair
Market Rent and when the determination has actually been made, an appropriate
retroactive adjustment shall be made as of the Applicable Date.


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ARTICLE 43

RIGHT OF FIRST OFFER


          Section
43.1 If at any time
during the Term prior to the date one (1) year before the Fixed Expiration Date
(and at any time during the Term and up to one (1) year prior to the expiration
date of the Extension Term if Tenant has properly exercised the Extension
Option as provided under Article 42), all or any portion of the third
(3rd) or sixth (6th) floors has become, or Landlord anticipates will become,
available for leasing (all or any portion of such space that becomes available
being referred to as the “Offering Space”), and subject to the
rights of any Superior Occupant, then Landlord, before offering such space to
any other party other than a Superior Occupant, shall offer to Tenant the right
(the “ROFO”) to lease such Offering Space on the terms
and conditions of this Lease (but exclusive of any rent abatements, tenant
allowances or work to be performed by Landlord to prepare the Offering Space
for occupancy, except as may specifically be provided in this Article), and
such additional terms and conditions as are hereinafter set forth.


          Section
43.2 Any offer pursuant
to this Article 43 shall be made by Landlord to Tenant in a written notice
(hereinafter called the “Offering Space Notice”) which offer
shall set forth, inter alia (a) the Offering Space being offered,
(b) the term for which the Offering Space shall be leased (which need not be
co-terminus with the Term for the originally demised Premises), (c) Landlord’s
calculation of the Fixed Rent for the Offering Space, which shall be comparable
to the Fixed Rent at which such space would be offered to third parties
(modified to reflect any significant rent abatement, improvement allowance or
other concessions Landlord would offer to any such third party unless Landlord
elects to give such concessions to Tenant), (d) Landlord’s determination of the
number of rentable square feet of and Tenant’s Proportionate Share with respect
to the Offering Space being offered, (e) the Base Operating Year, Base Taxes,
Tenant’s Operating Share and Tenant’s Tax Share to be applicable to the Offering
Space being offered and (f) the date on which Landlord anticipates that the
Offering Space will become available for delivery to Tenant in the condition
specified in this Section 43.2. Tenant may accept the offer set forth in
the Offering Space Notice by delivering to Landlord an unconditional acceptance
(hereinafter called “Tenant’s Acceptance Notice”) of such offer
within thirty (30) days after delivery by Landlord of the Offering Space Notice
to Tenant. Tenant may only accept the offer as to the entire Offering Space
described in the Offering Space Notice. Time shall be of the essence with
respect to the giving of the Tenant’s Acceptance Notice. Tenant shall accept
the Offering Space offered to Tenant vacant, broom clean and “as is” on the
Offering Space Inclusion Date, and Tenant agrees that Landlord will not be
required to make any improvements therein or have any liability of any kind for
any delays in delivery of such space or for failure to deliver same.


          Section
43.3 If Tenant shall
duly deliver to Landlord a Tenant’s Acceptance Notice in accordance with this
Article, then Tenant shall conclusively and irrevocably be deemed to have
accepted Landlord’s offer and this Lease shall automatically and without any
further act by either party be deemed to be amended to reflect that Tenant
leased all of the Offering Space designated in Tenant’s Acceptance Notice on
the terms and


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conditions
set forth in this Article 43 and the Offering Space Notice, and the
Offering Space shall be added to and included in the Premises on the later to
occur of (i) the date set forth in the Offering Space Notice or (ii) the date
that such Offering Space is available for Tenant’s possession in the condition
in which such space is required to be delivered in accordance with this
Article. Tenant’s exercise of the ROFO shall be self-operative and no further
instrument shall be required, provided, however, in confirmation of the
exercise of the ROFO, Landlord may request that Tenant execute, acknowledge and
deliver, and the Tenant shall so execute, acknowledge and deliver, an
instrument in form reasonably acceptable to Landlord confirming the exercise of
the ROFO and the terms specific to the Offering Space.


          Section
43.4 If Tenant does not
deliver (or fails to timely deliver, time being of the essence) a Tenant’s
Acceptance Notice within the thirty (30) day period described in Section
43.2, then Tenant shall have automatically, completely and irrevocably,
without any further act by any party, waived its rights under this Article
43 with respect to the leasing of the Offering Space described in the
Offering Space Notice and Landlord shall at any and all times thereafter be
entitled to lease such Offering Space to others at such rentals and upon such
terms and conditions as Landlord in its sole and absolute discretion may
desire, whether such rental terms, provisions and conditions are the same as
those offered to Tenant or more or less favorable, and Landlord shall not be
obligated to offer such Offering Space to Tenant if it later becomes available
for leasing. Notwithstanding the foregoing, before Landlord may lease such
Offering Space set forth in such Offering Space Notice to any proposed tenant
for a rental which shall be more than ten (10%) percent less than the rental
set forth in the Offering Space Notice with respect to such Offering Space,
Landlord shall again offer the Offering Space to Tenant in accordance with the
provisions of this Article 43 on the basis of the applicable revised
terms.


          Section
43.5 The provisions of
this Article 43 shall be effective only if, upon (a) the date the
Offering Space becomes available for leasing, (b) the date of the Tenant’s
Acceptance Notice and (c) the date the Offering Space becomes available for
possession (i) the named Tenant is in actual physical occupancy and possession
of an amount of space equal to at least fifty (50%) percent of the Premises
previously delivered by Landlord to Tenant, (ii) no Event of Default shall have
occurred and be continuing and (iii) Tenant shall (x) have met the Financial
Requirements or (y) have delivered a Financial Requirements LC to Landlord with
respect to the Offering Space. The rights described in this Article 43 are
personal to Coty Inc. and/or any “Related Entity” meeting the criteria
specified in Article 12 of this Lease and no person or entity other than
the named Tenant or such “Related Entity” shall be entitled to exercise any
right granted by this Article 43.


          Section
43.6 “Superior Occupant” shall mean (a) any existing tenant or other
occupant of any Offering Space and (b) any tenant or occupant in the Building
with respect to which Landlord has prior to the execution of this Lease granted
any rights to the Offering Space. No space shall be deemed “available” for
leasing if (i) the then tenant of such space or any assignee, subtenant or
other occupant holding through or under


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such
tenant, shall enter into any agreement with Landlord extending the lease or
other letting agreement affecting such space or (ii) such space is vacant as of
the date hereof.


          Section
43.7 The parties hereto
acknowledge that the Offering Space is currently and may be in the future
occupied by another tenant and/or subtenants and that Landlord shall not
deliver to Tenant the Offering Space until such tenant and/or subtenants have
vacated and surrendered the Offering Space to Landlord. Landlord represents
that, as of the date hereof, the following other tenants in the Building are
the only tenants with rights affecting the Offering Space: Advanstar
Communications, Inc., Weider Publications Inc., The Segal Company (Eastern
States), Inc. and The New York State Office of the Inspector General. Provided
that (i) this Lease shall remain in full force and effect, (ii) no Event of
Default shall have occurred and be continuing and (iii) Tenant shall not have
assigned or sublet any space in the Premises in a manner so as to be unable to
fulfill the occupancy requirements of Section 43.5, Landlord will not
grant any new rights affecting the Offering Space to any other tenants of the
Building until the date one day after one (1) year prior to the Fixed
Expiration Date (or one (1) year prior to the expiration date of the Extension
Term if Tenant has properly exercised the Extension Option as provided under Article
42), except with respect to Offering Space for which Tenant shall have
waived its rights under Section 43.4 or otherwise. If Landlord is unable
to give possession of the Offering Space to Tenant because of the holding-over
or retention of possession of such tenant and/or subtenants, or any other
undertenant or other occupant of the Offering Space, or for any other reason,
Landlord shall not be subject to any claims or damages of any kind or nature
whatsoever for failure to give possession, and the validity of this Lease shall
not be impaired in any manner under such circumstances, Tenant hereby waiving
all rights under Section 223-a of the Real Property Law of New York or any
successor or similar statute with respect thereto. Notwithstanding the
foregoing, Landlord shall use commercially reasonable efforts (including, if
necessary in Landlord’s sole determination, the commencement of one or more
holdover proceedings) to obtain possession of the Offering Space.


ARTICLE 44

OPTION SPACE


          Section
44.1 Provided Tenant
shall have given timely notice as hereinafter provided, Tenant shall have the
option (the “Space Option”) to lease either
50,000 or 100,000 rentable square feet in the Building, as designated by
Landlord (the “Option Space”) upon the terms
and subject to the conditions of this Lease (including without limitation the
same Term, but exclusive of any rent abatements, tenant allowances, or work to
be performed by Landlord to prepare the Option Space for occupancy) and such
additional terms and conditions as are hereinafter set forth. Notwithstanding
the foregoing, if Tenant exercises the Space Options as provided herein and
selects an Option Space of (x) 50,000 rentable square feet, Landlord shall be
entitled, based on space availability in the Building as determined by Landlord
in its sole discretion, to offer to Tenant (and Tenant shall be obligated to
accept) Option Space consisting of between 50,000 and 60,000 rentable square
feet, provided that such Option Space consists of full and contiguous floors
only, and (y) 100,000 rentable square feet, Landlord shall be entitled, based
on space availability in the Building as determined by Landlord in its sole


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discretion,
to offer to Tenant (and Tenant shall be obligated to accept) Option Space
consisting of between 90,000 and 110,000 rentable square feet, consisting of
full floors only, at least 60,000 rentable square feet of which shall be
contiguous. If Tenant selects Option Space of 100,000 rentable square feet,
Tenant shall exercise the Space Option by written notice (hereinafter called
the “100,000 Space Acceptance Notice”)
from Tenant to Landlord given on or before July 1, 2001, time being of the
essence. In the event Tenant does not exercise the Space Option for 100,000
rentable square feet on or before July 1, 2001, Tenant shall still be entitled
to select Option Space for 50,000 rentable square feet by a written notice
(hereinafter called the “50,000 Space
Acceptance Notice”) from Tenant to Landlord given on or before
October 1, 2001, time being of the essence. In the event Tenant shall deliver
either a 50,000 Space Acceptance Notice or a 100,000 Space Acceptance Notice to
Landlord within the time period set forth above, Tenant shall be deemed to have
irrevocably agreed to lease the applicable Option Space in the Premises
effective as of the date (the “Option
Space Inclusion Date”) that is the earlier of (i) the later of
(A) the date Landlord shall have (x) obtained possession of the Option Space
and (y) made the Option Space available for Tenant’s possession free and clear
of any and all tenants, subtenants and other occupants and (B) January 1, 2003,
and (ii) the date that Tenant or any one claiming under or through Tenant first
takes possession of the Option Space, or any part thereof, for the performance
of any Alterations or the conduct of business. If Tenant does not deliver a
100,000 Space Acceptance Notice to Landlord on or before July 1, 2001, time
being of the essence, then Tenant shall be deemed to have waived and
relinquished its right to exercise the Space Option for 100,000 rentable square
feet. If Tenant does not deliver a 50,000 Space Acceptance Notice to Landlord
on or before October 1, 2001, time being of the essence, then Tenant shall be
deemed to have waived and relinquished its right to exercise the Space Option
in its entirety and Landlord shall at any and all times thereafter be entitled
to lease the Option Space to others at such rentals and upon such terms and
conditions as Landlord in its sole discretion may desire. Landlord shall
designate the Option Space being offered, in writing, within thirty (30) days
after receipt by Landlord of the Space Acceptance Notice.


          Section
44.2 In the event that
Tenant shall timely exercise the Space Option in accordance with the provisions
of Section 44.1, then in such event effective as of the Option Space
Inclusion Date:


          (A) The Fixed Rent for the Premises shall be equal to the Fair Market Rent
for the Option Space as determined by Article 42.


          (B) Landlord shall determine and submit the Fixed Rent for the Option Space
in a Rent Determination Notice forty-five (45) days after receipt of the Space
Acceptance Notice. If Tenant shall dispute Landlord’s determination of the Fair
Market Rent for the Option Space and shall be unable to resolve such dispute
with Landlord, then Tenant shall initiate the arbitration process by
designating its arbitrator in a Tenant’s Arbitration Notice given to Landlord
no later than forty-five (45) days after Landlord shall have delivered the Rent
Determination Notice, time being of the essence and the determination of the
Fair Market Rent shall be made in accordance with the provisions of Section
42.9. If Tenant fails to deliver the Tenant’s Arbitration Notice as
provided above, time being of


- 92 -





the
essence, then Landlord’s determination of the Fixed Rent for the Option Space
shall be fixed and conclusive.


          (C) Effective as of the Option Space Inclusion Date, for purposes of
calculating the portion of Tenant’s Operating Payment and Tenant’s Tax Payment
allocable to the Option Space: (i) the Base Operating Year and the Base Taxes
shall be the year in which the Option Space Inclusion Date occurs and (ii)
Tenant’s Tax Share attributable to the Option Space shall be and Tenant’s
Operating Share attributable to the Option Space shall be appropriately
calculated by Landlord.


          Section
44.3 Tenant agrees to
accept the Option Space, vacant, broom clean and in its “as is” condition and
state of repair existing as of the Option Space Inclusion Date and understands
and agrees that Landlord shall not be required to perform any work, supply any
materials or incur any expense to prepare such space for Tenant’s occupancy
thereof.


          Section
44.4 Landlord agrees
from time to time upon Tenant’s written request therefor to advise Tenant of
the then expected availability of possession of the Option Space for Tenant.


          Section
44.5 Tenant’s exercise
of the Space Option shall be self-operative and no further instrument shall be
required, provided, however, in confirmation of the exercise of the Space
Option, either Landlord or Tenant may require that the parties execute,
acknowledge and deliver, and the Tenant shall so exercise, acknowledge and
deliver, an instrument in form reasonably acceptable to each of them confirming
the exercise of the Space Option.


          Section
44.6 The provisions of
this Article 44, at Landlord’s sole option, shall be effective only if,
upon both the date of the Option Space Acceptance Notice and the date the
Option Space becomes available for possession (x) the named Tenant and/or any
Related Entity, meeting the criteria specified in Section 12.4 hereof,
is in actual occupancy of at least fifty (50%) percent of all of the rentable
space in the Premises, (y) no Event of Default under any of the terms and
conditions of this Lease shall have occurred and be continuing and (z) Tenant
shall (i) have met the Financial Requirements or (ii) have delivered a
Financial Requirements LC with respect to the Option Space. The rights
described in this Article are personal to Coty Inc. and/or any “Related Entity”
meeting the criteria specified in Article 12 of this Lease and no person or
entity other than the named Tenant or such “Related Entity” shall be entitled
to exercise any right granted by this Article 44.


          Section
44.7 Landlord shall be
obligated to provide Option Space to Tenant on or before January 1, 2003 as
provided under this Article 44 free and clear of any and all tenants,
subtenants and other occupants. Subject to the foregoing, the parties hereto
acknowledge that the Option Space may be or become occupied by another tenant
and that Landlord shall not deliver to Tenant the Option Space until such
tenant has vacated and surrendered the Option Space to Landlord. If Landlord is
unable to give possession of the Option Space to Tenant because of the
holding-over or retention of possession of


- 93 -





such
tenant, or any other undertenant or other occupant of the Option Space,
Landlord shall not be subject to any claims or damages of any kind or nature
whatsoever for failure to give possession, and the validity of this Lease shall
not be impaired in any manner under such circumstances Tenant hereby waiving
all rights under Section 223-a of the Real Property Law of New York or any
successor or similar statute with respect thereto. Notwithstanding the
foregoing, Landlord shall use commercially reasonable efforts (including, if
necessary in Landlord’s sole determination, the commencement of one or more
holdover proceedings) to obtain possession of the Option Space.


          IN WITNESS
WHEREOF, Landlord and Tenant have respectively executed this Lease as of the
day and year first above written.


	
  

 	
  

 	
  

 
	
  

 	
 LANDLORD:

 
	
  

 	
  

 
	
  

 	
 ONE PARK
 AVENUE TENANT LLC

 
	
  

 	
  

 
	
  

 	
 By: ONE PARK
 AVENUE MANAGER LLC, Manager

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Andrew
 Penson

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
     Name:
 Andrew Penson

 
	
  

 	
  

 	
     Title:
 Authorized Signatory

 
	
  

 	
  

 	
  

 
	
  

 	
 TENANT:

 
	
  

 	
  

 
	
  

 	
 COTY INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Francis
 X. Suozzi

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
     Name:
 Francis X Suozzi

 
	
  

 	
  

 	
     Title:
 Senior Vice President - Finance

 


- 94 -





APPENDIX TO LEASE 

DEFINITIONS


The following terms shall have the meaning set forth below:


“Abatement Period”
shall have the meaning set forth in Section 1.3(B).


“Additional Rent”
shall mean any and all sums of any kind or nature whatsoever due, owing or
payable to Landlord pursuant to the terms and conditions of this Lease, other
than Fixed Rent, but specifically including (without limitation) Escalation
Rent.


“Affiliate of any Person”
shall mean any person or entity which directly or indirectly, controls or is
controlled by or is under the common control (as defined in Section 12.4)
of such Person.


“Agent” shall mean
the managing agent for the Building which is, as of the date hereof,
Insignia/ESG, Inc. 200 Park Avenue, New York, New York 10166.


“Alterations” shall
mean any alterations, installations, replacements, improvements, additions and
other physical changes in or about the Premises (whether structural,
nonstructural or otherwise) and shall include, without limitation, the Initial
Alterations.


“Alternate Service Provider”
shall have the meaning set forth in Section 13.5.


“Applicable Date”
shall have the meaning set forth in Section 42.9(H).


“Applicable Rate”
shall mean the lesser of (x) five (5) percentage points per annum above the
then current Base Rate and (y) the maximum rate permitted by applicable law.


“Assessed Valuation”
shall have the meaning set forth in Section 27.1(A).


“Assignment Profit”
shall have the meaning set forth in Section 12.7(A)(1).


“Bankruptcy Code”
shall mean 11 U.S.C. Section 101 et seq., including any amendments thereto and
any successor statute thereto or any statute of similar nature and purpose.


“Base Operating Year”
shall have the meaning set forth in Section 27.1(B).


“Base Rate”
shall mean the rate of interest publicly announced from time to time by The
Wall Street Journal, or its successor, as the prime rate (or such other term as
may be used, from time to time, for the rate presently referred to as the prime
rate). In the event that the “prime rate” (or other term used for the rate
currently called the “prime rate”) shall cease to be published by The Wall
Street Journal, then Landlord shall designate another nationally recognized
publication that publishes the “prime rate” or, if no such other nationally
recognized publication publishes the “prime rate,” Landlord will designate a
comparable reference rate hereunder.


- i -





“Base Taxes” shall have the meaning set forth in Section
27.1(C).


“Basic Construction of the Building” shall mean the demising walls, structural
slabs constituting the floors and ceilings, structural columns, exterior walls
and Building Systems to the extent necessary to be delivered to the Premises,
or to such other more remote location where the point of connection of the
Independent Systems to the Building Systems is located or is to be located
pursuant to the terms hereof (and in all events shall exclude the distribution
of any such Building Systems within the Premises).


“Broker” shall have the meaning set forth in Article 34.


“Building” shall mean all the buildings, equipment and
other improvements and appurtenances of every kind and description now located
or hereafter erected, constructed or placed upon the land (and any and all
alterations, renewals, and replacements thereof, additions thereto and
substitutions therefor), known by the address of One Park Avenue, New York, New
York.


“Building Systems” shall mean the mechanical (including
without limitation heating, ventilation and air conditioning), electrical,
elevator, plumbing, life safety, steam and other service systems of the
Building serving space in the Building generally (whether inside or outside the
Premises), exclusive of the Independent Systems.


“Business Days” shall mean all days, excluding Saturdays,
Sundays and all days observed by either the State of New York or the Federal
Government or by the labor unions servicing the Building as legal holidays.


“Commencement Date” shall mean the date of this Lease.


“Comparable Space” shall mean space in the Building of a size
that is no more than 25% smaller, and no more than 25% larger, than the space
in the Building to which it is being compared.


“Construction Procedures” shall mean the construction procedures,
rules and regulations established by Landlord with respect to work in the
Building, and substantially in the form annexed hereto and made a part hereof
as Schedule H, which procedures, rules and regulations shall be enforced
on a non-discriminatory basis to all tenants in the Building, and such other
further procedures, rules and regulations as Landlord or Landlord’s agents may
from time to time adopt, effective as to Tenant from and after notice is given
to Tenant.


“Contractor List” shall have the meaning set forth in Section
3.1(D)(1).


“Consumer Price Index” shall mean the Consumer Price Index for All
Urban Wage Earners, New York, N.Y.-Northeastern New Jersey Areas, All items
(1982-84 = 100) published by the Bureau of Labor Statistics of the United
States Department of Labor, or any successor index thereto, appropriately
adjusted.


“Current Operating Year” shall have the meaning set forth in Section
27.3(C).


- ii -





“Current Service Provider” shall have the meaning set forth in Section
13.5. 


“Damages Notice” shall have the meaning
set forth in Section 37.5. 


“Decorative Alterations” shall mean Alterations solely within the
Premises of a decorative nature, such as painting, carpeting and wall papering.


“Discount Rate” shall mean the rate of
interest equal to 3.5% below the Base Rate. 


“Dwyer Unit” shall mean kitchen facilities for the
refrigeration, preparation, cooking and service of food consisting solely of a
refrigerator, microwave oven, dishwasher, sink, ice maker and coffee and
espresso machine. 


“Early Termination Date” shall have the meaning set forth in Section
12.9(A).


“Election Notice” shall have the meaning set forth in Section
12.6(B). 


“Escalation Rent” shall mean the Tax
Payment and Tenant’s Operating Payment, collectively.


“Estimated Compliance Costs” shall have the meaning set forth in Section
15.2. 


“Event of Default” shall have the
meaning set forth in Section 16.1.


“Excess Net Sums” shall have the meaning set forth in Section
12.6(G). 


“Existing Superior Lease” shall have the
meaning set forth in Section 7.1(D)(1). 


“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 Lease or pursuant to law.


“Extension Notice” shall have the
meaning set forth in Section 42.1(A).


“Extension Option” shall have the
meaning set forth in Section 42.1(A).


“Extension Reguest” shall have the
meaning set forth in Section 42.1(A).


“Extension Space” shall have the meaning
set forth in Section 42.1(A).


“Extension Term” shall have the meaning
set forth in Section 42.1(A).


“Extension Term Commencement Date” shall
have the meaning set forth in Section 42.1(A).


“Fair Market Rent” shall have the
meaning set forth in Section 42.8.


- iii -





“Financial Requirements” shall mean with
respect to a particular entity that such entity has a Net Worth, after giving
effect to the applicable transaction, if any, equal to or greater than
$150,000,000.


“Financial Requirements LC” shall mean a clean, standby, irrevocable letter of credit in an amount
equal to $1,500,000 for every 50,000 rentable square feet, (proportionately
adjusted for floors of 30,000 rentable square feet or portions of full floors
based upon the actual rentable square feet) of the Extension Space, Offering
Space or Option Space, as applicable, and otherwise meeting the requirements
for the Security Letter under Section 31.2.


“Fixed Expiration Date” shall mean the
last day of the month in which occurs the date which is fifteen (15) years after
the Rent Commencement Date.


“Fixed Rent” shall have the meaning set
forth in Section 1.2.


“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 court, agency, department,
commission, board, bureau or instrumentality of any of the foregoing, now
existing or hereafter created, having jurisdiction over the Real Property or
any portion thereof.


“Hazardous Materials” shall mean,
collectively, any pollutant, contaminant, flammable, explosive or radioactive
material, hazardous waste, toxic substance or related material and any other
substance or material defined or designated as a hazardous or toxic substance,
material or waste by any Requirement of Law or the removal of which is
required, or the manufacture, use, maintenance, storage, ownership or handling
of which is restricted, prohibited, regulated or penalized by any Requirement
of Law, and shall include, without limitation:


          (i) those substances
included within the definition of “hazardous substances”, “extremely
hazardous”, “hazardous materials”, “hazardous waste”, “toxic substances” or
“solid waste” in the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq., the
Emergency Planning and Community Right-To-Know Act, 42 U.S.C. Sections
11001-11050, the Resource Conservation and Recovery Act of 1976, 42 U.S.C.
Section 6901 et seq., the Toxic Substances Control Act, 15 U.S.C. Section 2601
et seq., and the Hazardous Materials Transportation Act, 49 U.S.C. Section 5101
et seq., and in the regulations adopted and promulgated pursuant to said laws,
and any successor statutes or regulations thereto;


          (ii) those
substances listed in the United States Department of Transportation Table (49
C.F.R. 172.101 and any amendments thereto) or by the Environmental Protection
Agency (or any successor agency) as hazardous substances (40 C.F.R. Part 302
and any amendments thereto);


- iv -





          (iii) such
other substances, materials and wastes which are regulated as to the manner of
use, storage or disposal under any Requirement of Law, or which are classified
as hazardous or toxic under any Requirement of Law;


          (iv) any
substance which is toxic, explosive, corrosive, flammable, infectious,
radioactive, carcinogenic, mutagenic or otherwise hazardous, or any substance
which contains gasoline, diesel fuel or other petroleum hydrocarbons,
polychlorinated biphenyls (PCBs), or radon gas, urea formaldehyde, asbestos or
lead, and any asbestos or asbestos containing substance; and


          (v) any
waste, substance or material that exhibits any of the characteristics
enumerated in 40 C.F.R. Section 261.20-261.24, inclusive, or any “extremely
hazardous” substance listed under Section 302 of the Superfund Amendment and
Reauthorization Act of 1986 (“SARA”), and any successor statutes or
regulations thereto, that are present in excess of or equal to threshold
planning or reportage quantities defined under SARA. 


“HVAC” shall mean heat, ventilation and
air conditioning.


“HVAC Specifications” shall have the
meaning set forth in Section 28.2(A).


“Indemnitees” shall mean Landlord,
Agent, their respective direct and indirect partners, and their respective
shareholders, officers, directors, employees, agents and contractors.


“Independent Systems” shall mean the
HVAC, mechanical, electrical, plumbing, sanitary, sprinkler, smoke purge and
life safety and other service systems (or the applicable portions thereof)
specifically servicing the Premises and not other portions of the Building, it
being understood that any facilities and systems which exclusively service the
Premises and do not service other tenants or space in the Building outside the Premises (even though connected to systems outside the Premises)
shall be deemed to constitute “Independent Systems.”


“Initial Alterations” shall mean any
initial Alterations to be made by Tenant to prepare the Premises or any part
thereof for Tenant’s occupancy.


“Internal Components” shall have the
meaning set forth in Section 37.13.


“Landlord”, on the date as of which this
Lease is made, shall mean One Park Avenue Tenant LLC., a New York limited
liability company, having an office at c/o Argent Ventures LLC, 335 Madison
Avenue, New York, New York 10017, but thereafter, “Landlord” shall mean only
the then current tenant under the Existing Superior Lease or any replacement
thereof or if there is no Superior Lease with respect to the Real Property then
the fee owner of the Real Property.


“Landlord’s Arbitration Notice” shall
have the meaning set forth in Section 42.9.


“Landlord’s Contribution” shall have the
meaning set forth in Section 41.1.


- v -





“Landlord’s Costs” shall mean any and
all reasonable and actual costs and expenses paid or incurred to effect the
assignment or sublease contemplated under Section 12.8, including,
without limitation, legal fees, marketing expenses, advertising expenses,
brokerage commissions, free rent and other monetary inducements and new or
additional improvements to prepare the space for occupancy (and any work
allowance given in lieu of or in addition to performance of any improvements).


“Landlord’s Estimate” shall have the
meaning set forth in Section 27.3(C).


“Landlord’s Rate Schedule” shall mean,
for any period, the rate schedule for both Kilowatts of demand and Kilowatt
Hours of consumption at which Landlord purchases electricity for the Building
(or the portion thereoftor which Landlord purchases electricity from time to
time) from the utility company serving the Building during such period,
including all fuel purchase surcharges, fees, charges, taxes and amounts of
every kind which may be included in such schedule.


“Landlord’s Restoration Work” shall have
the meaning set forth in Section 10.1.


“Landlord’s Share” shall have the
meaning set forth in Section 41.1.


“Landlord’s Submitted Value” shall have
the meaning set forth in Section 42.9(B).


“Landlord’s Work” shall have the meaning
set forth in Section 19.1.


“Lessor(s)” shall mean a lessor under a
Superior Lease.


“Major Subletting” shall mean a
subletting meeting all of the requirements of this Lease and (a) for a term of
at least ten (10) years, (b) for at least one full floor of the Premises and
(c) at a sublease rental rate equal to or greater than the then Fixed Rent
under this Lease (increasing as Fixed Rent increases under this Lease) (with a
full pass through of Escalations).


“Major Subtenant” shall mean the
subtenant with respect to a Major Subletting. Each Major Subtenant shall also
be deemed a Substantial Subtenant.


“Minor HVAC Alterations” shall mean
those non-structural changes to the HVAC system which (a) do not require a
building permit, (b) only impact HVAC ducts and fans located solely within the
Premises and (c) do not require relocation or replacement of the individual
HVAC units.


“Mortgage(s)” shall mean any trust
indenture or mortgage which may now or hereafter affect the Real Property, the
Building or any Superior Lease and the leasehold interest created thereby, and
all renewals, extensions, supplements, amendments, modifications,
consolidations and replacements thereof or thereto, substitutions therefor, and
advances made thereunder.


“Mortgagee(s)” shall mean any trustee,
mortgagee or holder of a Mortgage.


- vi -





“Net Worth” shall mean, with respect to
a particular entity, the net worth of such entity determined in accordance with
generally accepted accounting principles, consistently applied, including
goodwill, based upon 1999 United States GAAP standards, and further based upon
audited financial statements of such entity from the end of the fiscal year of
the year prior to the date such net worth is being determined.


“Offering Space” shall have the meaning
set forth in Section 43.1. 


“Offering Space Notice” shall have the
meaning set forth in Section 43.2.


“Operating Expenses” shall have the
meaning set forth in Section 27.1(D).


“Operating Statement” shall have the
meaning set forth in Section 27.1 (E).


“Operating Year” shall have the meaning set forth in Section 27.1 (F).


“Option Space” shall have the meaning
set forth in Section 44.1.


“Option Space Inclusion Date” shall have
the meaning set forth in Section 44.1.


“Overtime Periods” shall have the
meaning set forth in Section 28.3.


“Parties” shall have the meaning set
forth in Section 37.2.


“Partnership Tenant” shall have the
meaning set forth in Article 29.


“Permitted Materials” shall have the
meaning set forth in Section 2.3.


“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.


“Plaque” shall have the meaning set
forth in Section 37.15.


“Plaque Notice” shall have the meaning
set forth in Section 37.15.


“Plaque Right” shall have the meaning
set forth in Section 37.15.


“Premises” shall mean all of the space
on the fourth and fifth floors of the Building, all substantially as shown
hatched on the floor plan attached hereto as Schedule A and made a part
hereof, as the same may be adjusted during the Term pursuant to the terms
hereof. The term “Premises” shall exclude any and all portions of the space
demised to Tenant constituting the Basic Construction of the Building and/or
Building Systems.


“Real Property” shall mean the Building,
together with the plot of land upon which it stands.


“Related Entity” shall have the meaning
set forth in Section 12.4.


- vii -





“Rent Commencement Date” shall have the
meaning set forth in Section 1.3(B).


“Rent Determination Notice” shall have
the meaning set forth in Section 42.1(A).


“Rental” shall mean and be deemed to
include Fixed Rent, Escalation Rent and all Additional Rent.


“Requirements of Law” 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 and bureaus, and of any applicable fire rating bureau,
or other body exercising similar functions, affecting the Real Property, 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 Real Property.


“Restoration Notice” shall have the
meaning set forth in Section 10.2(B).


“ROFO” shall have the meaning set forth
in Section 43.1.


“Rules and Regulations” shall mean the
rules and regulations annexed hereto and made a part hereof as Schedule B,
and such other and further rules and regulations as Landlord or Landlord’s
agents may from time to time adopt, effective as to Tenant from and after
notice is given to Tenant. 


“Secured Area” shall mean a portion of
the Premises not to exceed 1,000 rentable square feet in the aggregate to be
designated as the Secured Area by Tenant from time to time in writing
(including with such writing a floor plan indicating the proposed Secured
Area), subject to the written consent by Landlord in each instance (such consent
not be unreasonably withheld or delayed).


“Security Letter” shall have the meaning
set forth in Section 31.2.


“50,000 Space Acceptance Notice” shall
have the meaning set forth in Section 44.1.


“100,000 Space Acceptance Notice” shall
have the meaning set forth in Section 44.1.


“Space Option” shall have the meaning
set forth in Section 44.1.


“Sublease Profit” shall have the meaning
set forth in Section 12.7(A)(2).


“Substantial Completion” shall have the
meaning set forth in Section 19.2(B).


“Substantial Subtenant” shall mean a
subtenant occupying at least twenty-five (25%) percent of the aggregate
rentable square feet of its floor in the Building.


“Superior Lease(s)” shall mean all
ground or underlying leases of the Real Property or the Building heretofore or
hereafter made by Landlord (or any lessor under a Superior 


- viii -





Lease)
and all renewals, extensions, supplements, amendments and modifications
thereof.


“Superior Occupant” shall have the
meaning set forth in Section 43.6.


“Tax Payment” shall have the meaning set
forth in Section 27.2(H).


“Tax Payment Installment” shall have the
meaning set forth in Section 27.1(I).


“Tax Statement” shall have the meaning
set forth in Section 27.1(J).


“Tax Year” shall have the meaning set
forth in Section 27.1(K).


“Taxes” shall have the meaning set forth
in Section 27.1(G).


“Tenant”, on the date as of which this
Lease is made, shall mean Coty Inc., a Delaware corporation, having an office
at 1325 Avenue of the Americas, 34th Floor, New York, New York 10019, but thereafter
“Tenant” shall mean only the tenant under this Lease at the time in question;
provided, however, that the initial tenant and any subsequent tenant hereunder
shall not be released from liability hereunder in the event of any assignment
or further assignment of this Lease.


“Tenant Delay” shall have the meaning
set forth in Section 19.2(C).


“Tenant’s Acceptance Notice” shall have
the meaning set forth in Section 43.2.


“Tenant’s Arbitration Notice” shall have
the meaning set forth in Section 42.2(B).


“Tenant’s Electricity” shall have the
meaning set forth in Section 13.1 (A).


“Tenant’s Fixture Costs” shall mean the
then unamortized and undepreciated costs of fixtures and leasehold improvements
installed at the Premises to the extent paid for by Tenant (and specifically
excluding any (i) personal property, furniture and equipment and (ii) fixtures
and leasehold improvements installed at the Premises to the extent paid for by
Landlord’s Contribution) determined on a straight line basis over the fifteen (15)
year Term and expressed as an annual sum per rentable square foot.


“Tenant’s Operating Payment” shall have
the meaning set forth in Section 27.3(A).


“Tenant’s Operating Share” shall mean
12.24% which has been computed on the basis of a fraction, the numerator of
which (100,000 rsf) is the rentable square footage of the Premises as deemed to
be applicable by Landlord and Tenant solely for the purposes of calculating
Tenant’s Operating Share and the denominator of which (817,307) is the rentable
square footage of the Building (less any retail space at the Building) as
deemed to be applicable by Landlord and Tenant solely for the purposes of
calculating Tenant’s Operating Share. The Tenant’s Operating Share may be
increased or decreased pursuant to the terms hereof.


- ix -





“Tenant’s Property” shall mean Tenant’s
movable fixtures and movable partitions, telephone and other equipment,
furniture, furnishings, decorations and other items of personal property.


“Tenant’s Restoration Work” shall have
the meaning set forth in Section 10.1.


“Tenant’s Submitted Value” shall have
the meaning set forth in Section 42.9.


“Tenant’s Tax Share” shall mean 11.73%
which has been computed on the basis of a fraction, the numerator of which
(100,000 rsf) is the rentable square footage of the Premises as deemed to be
applicable by Landlord and Tenant solely for the purposes of calculating
Tenant’s Tax Share and the denominator of which (852,301) is the rentable
square footage of the Building including the retail leasing space in the
Building as deemed to be applicable by Landlord and Tenant solely for the
purpose of calculating Tenant’s Tax Share. Tenant’s Tax Share may be increased
or decreased pursuant to the terms hereof.


“Tenant’s Work Elevator” shall have the
meaning set forth in Section 3.4.


“Tentative Monthly Escalation Charge”
shall have the meaning set forth in Section 27.3(C).


“Term” shall mean the term of this Lease
which shall commence on the Commencement Date and shall expire on the
Expiration Date.


“Term Sheet” shall have the meaning set
forth in Section 12.6(B).


“Term Sheet Transaction” shall have the
meaning set forth in Section 12.6(G).


“Termination Notice” shall have the
meaning set forth in Section 10.2(B).


“Transfer Statement” shall have the
meaning set forth in Section 12.6(B).


“Unavoidable Delays” shall have the
meaning set forth in Article 25.


“Unextended Term” shall have the meaning
set forth in Section 42.3.


“Y2K Compliant” shall have the meaning
set forth in Section 37.14.


- x -





SCHEDULE A


PREMISES


A- 1






SCHEDULE A

[Floor Plan]







SCHEDULE A (cont.)

[Floor Plan]





SCHEDULE B


RULES AND REGULATIONS


          1. The
sidewalks, entrances, passages, courts, elevators, vestibules, stairways,
corridors, or halls shall not be obstructed or encumbered by any tenant or used
for any purpose other than ingress and egress to and from the Premises and for
delivery of merchandise and equipment in a prompt and efficient manner, using
elevators and passageways designated for such delivery by Landlord. No tenant
shall invite to the tenant’s premises, or permit the visit of, persons in such
numbers or under such conditions as to interfere with the use and enjoyment of
any of the entrances, corridors, escalators, elevators and other facilities of
the Building by any other tenants. Landlord reserves the right to control and
operate the public portions of the Building and the public facilities, as well
as facilities furnished for the common use of the tenants, in such manner as it
in its sole judgment deems best for the benefit of the tenants generally.


          2. No
awnings, air-conditioning units, fans or other projections shall be attached to
the outside walls of the Building. No curtains, blinds, shades, or screens,
other than those which conform to Building standards as established by Landlord
from time to time, shall be attached to or hung in, or used in connection with,
any window or door of the Premises, without the prior written consent of
Landlord, provided, that, Tenant may submit to Landlord a list of shades or
screens for pre-approval by Landlord and after such approval Tenant shall not
be required to obtain Landlord’s consent to any shade or screen set forth on
such approved list unless, prior to Tenant’s purchase of such shades and/or
screens, Landlord shall notify Tenant in writing that such shade or screen has
been removed from such approved list. Tenant may propose additional shades or
screens to be added to such approved list, subject to the reasonable approval
of Landlord. Such awnings, projections, curtains, blinds, shades, screens or
other fixtures must be of a quality, type, design and color, and attached in
the manner approved by Landlord. All electrical fixtures hung in offices or
spaces along the perimeter of the Premises must be of a quality, type, design
and bulb color approved by Landlord unless the prior consent of Landlord has
been obtained for other lamping.


          3. No sign,
advertisement, notice or other lettering shall be exhibited, inscribed, painted
or affixed by any tenant on any part of the outside of the Premises or Building
or on the inside of the Premises if the same can be seen from the outside of
the Premises without the prior written consent of Landlord except that the name
of any tenant may appear on the entrance door of the Premises on a sign, the
size, color and style of which shall be acceptable to Landlord. In the event of
the violation of the foregoing by a tenant, if such tenant has refused to
remove same after reasonable notice from Landlord, Landlord may remove same
without any liability, and may charge the expense incurred by such removal to
such tenant.


B - 1





          4. The
exterior windows and doors that reflect or admit light and air into the
Premises or the halls, passageways or other public places in the Building,
shall not be covered or obstructed by any tenant nor shall any bottles, parcels
or other articles by placed on the window sills or on the peripheral air
conditioning enclosures, if any.


          5. No
showcases or other articles shall be put in front of or affixed to any part of
the exterior of the Building, nor placed in the halls, corridors or vestibules,
nor shall any article obstruct any air-conditioning supply or exhaust.


          6. The
water and wash closets and other plumbing fixtures shall not be used for any
purposes other than those for which they were constructed, and no sweepings,
rubbish, rags, acids or other substances shall be deposited therein. All
damages resulting from any misuse of the fixtures shall be borne by such
tenant. No acids, vapors or other materials shall be discharged or permitted to
be discharged into the waste lines, vents or flues of the Building which may
damage them. All damages resulting from any misuse of the fixtures shall be
borne by the tenant who, or whose servants, employees, agents, visitors or
licensees, shall have caused the same. Any cuspidors or containers or
receptacles used as such in the premises of any tenant or for garbage or
similar refuse, shall be emptied, cared for and cleaned by and at the expense
of such tenant.


          7. Subject
to any provisions of the lease of any tenant to the contrary, no tenant shall
mark, paint, drill into, or in any way deface any part of its premises or the
Building. No boring, cutting or stringing of wires shall be permitted, except
with the prior written consent of Landlord, and as Landlord may direct.


          8. No space
in the Building shall be used for manufacturing, for the storage of
merchandise, or for the sale of merchandise, goods or property of any kind at
auction or otherwise.


          9. Tenants
shall not make, or permit to be made, any unseemly or disturbing noises or
disturb or interfere with occupants of this or neighboring buildings or
premises or those having business with them whether by the use of any musical
instrument, radio, television set, talking machine, unmusical noise, whistling,
singing, or in any other way.


          10.
Tenants, and the employees, agents, contractors, visitors and licensees of
tenants, shall not at any time bring or keep upon the premises of any tenant
any inflammable, combustible or explosive fluid, chemical or substance or other
hazardous materials, except such as are incidental to usual office occupancy
and then only in a safe manner that complies with all Requirements of Law and
all applicable leases.


          11. No
additional locks or bolts of any kind shall be placed upon any of the doors or
windows by any tenant, nor shall any changes be made in existing locks or the
mechanism thereof, unless such tenant promptly provides Landlord with the key
or combination thereto. Such tenant must, upon the termination of its tenancy,
return to


B - 2





Landlord all keys of stores, offices and toilet rooms, and in the event
of the loss of any keys furnished at Landlord’s expense, such tenant shall pay
to Landlord the cost thereof.


          12. No bicycles,
vehicles or animals of any kind except for seeing eye dogs shall be brought
into or kept by any tenant in or about the premises of any tenant or the
Building.


          13. All
removals, or the carrying in or out of any safes, freight, furniture or bulky
matter of any description must take place in the manner and during the hours
which Landlord or its agent may determine from time to time. Landlord reserves
the right to inspect all safes, freight or other bulky articles to be brought
into the Building and to exclude from the Building all safes, freight or other
bulky articles which violate any of these Rules and Regulations or the Lease.
The persons employed to move safes and other heavy objects shall be acceptable
to Landlord and, if so required by law, shall hold a Master Rigger’s license.
Arrangements must be made between Landlord and each tenant for moving large
quantities of furniture and equipment by such tenant into or out of the
Building. All labor and engineering costs incurred by Landlord in connection
with any moving specified in this rule, including a reasonable charge for
overhead and profit, shall be paid by such tenant to Landlord, on demand.


          14. No
tenant shall occupy or permit any portion of its premises to it to be occupied
as an office for a public stenographer or typist, or for the possession,
storage, manufacture, or sale of liquor, narcotics, dope, or as a barber or
manicure shop, or as and employment bureau. No tenants shall engage or pay any
employees on its premises, except those actually working for such tenant at its
Premises, nor advertise for labor giving an address at the Premises.


          14. Tenants
shall not purchase spring water, ice, towels or other like service, or accept
barbering or bootblacking services at the Premises, from any company or persons
not approved by Landlord, which approval shall not be unreasonably withheld or
delayed, and at hours and under regulations other than as reasonably fixed by
Landlord.


          16.
Landlord shall have the right to prohibit any advertising by tenants which, in
Landlord’s reasonable opinion, tends to impair the reputation of the Building
or its desirability as a building for offices, and upon written notice from
Landlord, tenants shall refrain from or discontinue such advertising.


          17.
Landlord reserves the right to exclude from the Building between the hours or 6
p.m. and 8 a.m. and at all hours on days other than Business Days all persons
who do not present a pass to the Building signed or approved by Landlord and
Landlord may require any person admitted to or leaving the Building to submit
appropriate identification. Each tenant shall be responsible for all persons
for whom a pass shall be issued at the request of a tenant and shall be liable
to Landlord for all acts and omissions of such persons. Any person whose
presence in the Building at any time shall, in the sole judgment of Landlord,
be prejudicial to the safety, character or reputation of the Building or of its
tenants may be denied access to the Building or may be ejected therefrom.


B - 3





During any invasion, riot, public excitement or other commotion,
Landlord may prevent all access to the Building by closing the doors or
otherwise for the safety of the tenants and protection of property in the
Building. Landlord reserves the right to inspect all objects and matter to be
brought into the Building and to exclude from the Building all objects and
matter which violate any of these Rules and Regulations or the Lease. Landlord
may require any person leaving the Building with any package or other object or
matter to submit a pass, listing such package or object or matter, from the
tenant from whose premises the package or object or matter is being removed,
but the establishment and enlargement of such requirement shall not impose any
responsibility on Landlord for the protection of any tenant against the removal
of property from the premises of such tenant. Landlord shall in no way be
liable to any tenant for damages or loss arising from the admission, exclusion
or ejection of any person to or from the premises or the Building under the
provisions of this or any other Rule or Regulation.


          18. Tenant
shall, at its expense, provide artificial light, power and water for the
employees of Landlord while doing janitor service or other cleaning, and in
making repairs or alterations to the Premises.


          19. The
requirements of any tenant will be attended to only upon written application at
the office of the Building. Building employees shall not perform any work or do
anything outside of the regular duties, unless under special instructions from
the office of Landlord.


          20.
Canvassing, soliciting and peddling in the Building is prohibited and tenants
shall cooperate to prevent the same.


          21. There
shall not be used in any space, or in the public halls of the Building, either
by tenants or by jobbers or others, in the delivery or receipt of merchandise,
any hand trucks, except those equipped with rubber tires and side guards.


          22. Except
as specifically provided in the applicable lease of a tenant, tenants shall not
do any cooking, conduct any restaurant, luncheonette or cafeteria for the sale
or service of food or beverages to their employees or to others, or cause or
permit any odors of cooking or other processes or any unusual or objectionable
odors to emanate from their premises. No tenant shall permit the delivery of
any food or beverage to its premises, except by such persons delivering the
same as shall be approved by Landlord.


          23. All
entrance doors in tenants’ premises shall be left locked and all windows shall
be left closed by tenants when the tenants’ premises are not in use. Tenants,
before closing and leaving their premises at any time, shall turn out all
lights.


          24.
Landlord shall have the right to require that all messengers and other Persons
delivering packages, papers and other materials to a tenant (i) be directed to
deliver such packages, papers and other materials to a Person designated by
Landlord who will


B - 4





distribute the same to such tenant or (ii) be escorted by a person
designated by Landlord to deliver the same to such tenant.


          25.
Landlord shall have the right to prescribe the weight and position of safes and
other objects of excessive weight, and no safe or other object whose weight
exceeds the lawful load for the area upon which it would stand shall be brought
into or kept upon each tenant’s premises. If, in the judgment of Landlord, it
is necessary to distribute the concentrated weight of any heavy object, the
work involved in such distribution shall be done at the expense of such tenant
and in such manner as Landlord shall determine.


          26. No
machinery or mechanical equipment other than ordinary business machines may be
installed or operated in tenants’ premises without Landlord’s prior written
consent, and in no case (even where the same are of a type so excepted or as so
consented Landlord) shall any machines or mechanical equipment be so placed or
operated as to disturb other tenants; machines and mechanical equipment which
may be permitted to be installed and used in tenants’ premises shall be
equipped, installed and maintained by such tenant as to prevent any disturbing
noise, vibration or electrical or other interference from being transmitted
from such premises to any other area of the Building.


          27. Nothing
shall be done or permitted in any tenant’s Premises, and nothing shall be
brought into or kept in the any tenant’s premises, which would impair or
interfere with any of the Building’s services or the proper and economic
heating, ventilating air conditioning, cleaning or other servicing of the
Building or any tenant premises, or the use or enjoyment by any other tenant of
any other premises, nor shall there be installed by any tenant any ventilating,
air-conditioning, electrical or other equipment of any kind which, in the
reasonable judgment of Landlord, might cause any such impairment or
interference.


B - 5





SCHEDULE C


CONTRACTOR LIST


C- 1





SCHEDULE C


SUBCONTRACTOR’S LIST


	
  

 	
  

 
	
 DEMOLITION

 	
 Avanti
 Demolition & Carting Corp.

 
	
  

 	
 Fortune
 Interior Diamanting Corp.

 
	
  

 	
 Liberty
 Contracting Corp.

 
	
  

 	
 Rite-Way
 Internal Removal, Inc.

 
	
  

 	
  

 
	
 CONCRETE:

 	
 Biordi, Inc.

 
	
  

 	
 Cirocco
 Ozzino Contracting, Inc.

 
	
  

 	
 RCC Concrete
 Corp.

 
	
  

 	
  

 
	
 STEEL:

 	
 Burgess
 Steel Products Corp.

 
	
  

 	
 Koenig Iron
 Works, Inc.

 
	
  

 	
 Kraman Iron
 Works, Inc.

 
	
  

 	
 Northeastern
 Fabricators, Inc.

 
	
  

 	
  

 
	
 MILLWORK:

 	
 Bauerschmidt
 & Sons, Inc.

 
	
  

 	
 MTD
 Furniture Corp.

 
	
  

 	
 Nordic
 Interior, Inc.

 
	
  

 	
 H&H
 Woodworking

 
	
  

 	
  

 
	
 ARCHITECTURAL
 METAL & GLASS

 	
 A-Val
 Architectural Metal Corp.

 
	
  

 	
 Coordinated
 Metals, Inc.

 
	
  

 	
 D&P
 Service & Sales, Inc.

 
	
  

 	
 Metralite
 Industries, Inc.

 
	
  

 	
  

 
	
 DRYWALL
 & CARPENTRY:

 	
 Curtis
 Partition Corp.

 
	
  

 	
 Dejil
 Systems, Inc.

 
	
  

 	
 Nastasi
 White Inc.

 
	
  

 	
 Superior
 Acoustics, Inc.

 
	
  

 	
 Sweeney
 & Harkin Carpentry & Drywall Corp.

 
	
  

 	
 Varick
 Drywall, Inc.

 
	
  

 	
  

 
	
 ACOUSTICAL
 CEILINGS:

 	
 Nastasi
 White, Inc.

 
	
  

 	
 Superior
 Acoustics, Inc.

 
	
  

 	
 Varick
 Drywall, Inc.

 
	
  

 	
 National
 Acoustics, Inc.

 
	
  

 	
  

 
	
 STONE WORK:

 	
 Amadeus
 Marble & Granite Corp.

 
	
  

 	
 Cathedral
 Marble & Granite, Inc.

 
	
  

 	
 William
 Erath & Sons, Inc.

 
	
  

 	
 Interior
 Design Flooring Corp.

 













	
  

 	
  

 
	
 FLOORING
 & BASE:

 	
 Commercial
 Flooring Specialist Ltd.

 
	
  

 	
 Interior
 Design Flooring Corp.

 
	
  

 	
 Pyramid
 Floor Covering, Inc.

 
	
  

 	
  

 
	
 PAINTING
 & WALLCOVERING:

 	
 Bevmax
 Painting Corp.

 
	
  

 	
 Bond
 Painting Corp.

 
	
  

 	
 New York
 Painting

 
	
  

 	
 State
 Painting

 
	
  

 	
  

 
	
 ACCESS
 FLOORING:

 	
 Computer
 Floors, Inc.

 
	
  

 	
 Raised
 Computer Floors, Inc.

 
	
  

 	
 Raised Floor
 Installation, Inc.

 
	
  

 	
  

 
	
 H.V.A.C.:

 	
 B.P. Air
 Conditioning Corp.

 
	
  

 	
 Nelson Air
 Device Corp.

 
	
  

 	
 Penguin Air
 Conditioning Corp.

 
	
  

 	
 P.J.
 Mechanical Corp.

 
	
  

 	
 React
 Industries, Inc.

 
	
  

 	
 Wyant Air
 Conditioning Corp.

 
	
  

 	
 Manhattan
 Mechanical

 
	
  

 	
  

 
	
 PLUMBING:

 	
 George
 Breslaw & Sons, Inc.

 
	
  

 	
 Lab Plumbing
 & Heating Co., Inc.

 
	
  

 	
 Par Plumbing
 Company, Inc.

 
	
  

 	
 A.S.A.
 Plumbing, Inc.

 
	
  

 	
  

 
	
 SPRINKLERS:

 	
 Abco Peerless
 Sprinkler Corp.

 
	
  

 	
 Grinell Fire
 Protection Systems

 
	
  

 	
 National
 Sprinkler Corp.

 
	
  

 	
 Sirina Fire
 Protection Corp.

 
	
  

 	
 Triangle
 Fire Production Corp.

 
	
  

 	
  

 
	
 ELECTRICAL:

 	
 Adco
 Electrical Corp.

 
	
  

 	
 Albros
 Electric Corp.

 
	
  

 	
 Forest
 Electric

 
	
  

 	
 Robert B.
 Samuels, Inc.

 
	
  

 	
 Zwicker
 Electric Co.

 
	
  

 	
 Intek
 Electric

 









SCHEDULE D


LANDLORD’S WORK


          The
following is the “Landlord’s Work” that Landlord shall Substantially Complete
at the Premises prior to the dates set forth below (subject to the terms and
conditions of Article 19):


	
  

 	
  

 
	
 1.

 	
 Landlord
 shall install and/or remove radiators, if necessary, so that they are uniform
 throughout the Premises (prior to December 31, 1999).

 
	
  

 	
  

 
	
 2.

 	
 Landlord
 shall repair an/or replace all windows that have been modified to accept
 exhaust duct work prior to (December 31, 1999).

 
	
  

 	
  

 
	
 3.

 	
 Landlord
 shall provide a sprinkler loop as required by code and remove existing
 sprinklers (within thirty (30) days of Commencement Date).

 


D- 1





SCHEDULE E


HVAC SPECIFICATIONS


          The
Building’s HVAC System shall be capable of maintaining the following
temperature conditions within the Premises during regular business operating
hours specified in the Lease: (a) a maximum of 73 degrees Fahrenheit (±2°) dry
bulb and 50% relative humidity when outdoor conditions do not exceed 93 degrees
Fahrenheit dry bulb, and 73 degrees Fahrenheit wet bulb during the cooling
season of May 1 through October 15, and (b) a minimum of 70 degrees Fahrenheit
(±2°) dry bulb when outdoor conditions are 0 degrees Fahrenheit dry bulb during
the heating season of October 16 through April 30. During the heating season of
October 16 through April 30, cooling shall be provided from
waterside-economizer cooling at no cost to Tenant, provided, that,
notwithstanding the foregoing, to the extent the economizer coil is unable to
provide sufficient cooling, compressor cooling from the condenser water system
shall be provided at Tenant’s sole cost and expense based upon electricity as
shown on the electric meter or meters. Such charges for electricity shall be
payable by Tenant upon demand and shall constitute Additional Rent. Landlord
shall operate the condenser water system on Business Days from 8:00 a.m. to
6:00 p.m. on a year round basis.


          The above
specifications are based upon a maximum population density of one person per
100 square feet of usable area, a maximum electric heat gain of 6 watts per
square foot of rentable area and a supply of fresh air as required by the
applicable state and local building codes. Landlord shall not be responsible
for the proper performance of such HVAC system if the Premises (or any room or
area thereof) shall be subjected to a greater population density or a greater
heat gain than above specified, or if the windows and the public corridor
entrance doors of the Premises shall not be kept closed, or if the blinds shall
not be lowered in windows of the Premises, or if the tenant improvements in the
Premises are not constructed in a manner so as to maximize the efficiency of
the Building’s HVAC system.


E- 1





SCHEDULE F


CLEANING SPECIFICATIONS


SCHEDULE OF CLEANING


          Janitorial
and Day services will be provided. Monday through Friday, excluding union
and/or legal holidays


	
  

 	
  

 	
  

 
	
 A.

 	
 MAIN LOBBY

 
	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Keep
 cigarette urns and ashtrays clean, replace with fresh sand as necessary.
 Contractor will supply sand.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Dust and
 wipe polish all sand urns, if applicable.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Hose wash
 all rubber mats as needed, and/or vacuum carpet mats.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Set our
 rubber mats and/or carpet mats on rainy or snowy days, day or night.

 
	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Clean and
 polish mail depository and all related metal and trim.

 
	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Wash stone
 floors such as marble terrazzo and travertine, of the lobby as needed daily
 with machine buffing nightly.

 
	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 Clean
 Directory boards.

 
	
  

 	
  

 	
  

 
	
  

 	
 8.

 	
 Clean all
 glass entrance doors.

 
	
  

 	
  

 	
  

 
	
  

 	
 9.

 	
 Remove all
 foreign matter stuck to floor.

 
	
  

 	
  

 	
  

 
	
  

 	
 10.

 	
 Wash all
 marble walls as needed or directed by management.

 
	
  

 	
  

 	
  

 
	
  

 	
 11.

 	
 Clean
 elevator doors and saddle tracks.

 
	
  

 	
  

 	
  

 
	
  

 	
 12.

 	
 Damp wipe
 elevator cab interiors as needed throughout the day.

 
	
  

 	
  

 	
  

 
	
 B.

 	
 STAIRWAYS

 
	
  

 	
  

 	
  

 
	
  

 	
 1

 	
 Sweep down
 all public stairways.

 
	
  

 	
  

 	
  

 
	
  

 	
 2

 	
 Remove all
 marks from floors, walls and doors weekly.

 


F- 1









	
  

 	
  

 	
  

 
	
 C.

 	
 EXTERIOR

 
	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Sweep and
 hose sidewalks as necessary, weather permitting; remove snow during regular
 working hours, as necessary.

 
	
  

 	
  

 	
  

 
	
 D.

 	
 ELEVATORS

 
	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Police
 elevators to be kept clean at all times

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Damp wipe
 and polish exterior doors and interiors of all cabs.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Remove
 fingermarks from all public elevator doors.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Clean all elevator
 cab door saddles.

 
	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Clean all
 lighting fixtures in elevators.

 
	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Wash and wax
 all cap floor nightly ardor vacuum carpet nightly, as necessary.

 
	
  

 	
  

 	
  

 
	
 E.

 	
 FREIGHT ELEVATORS

 
	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Clean and
 sweep outside entranceway to Service elevator.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Keep
 elevator cap in clean and neat condition.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Clean and
 polish all elevator door saddles on all floors weekly.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Clean and
 polish all elevator cab walls weekly.

 
	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Clean and
 polish all metal weekly.

 
	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Clean
 exteriors of elevator doors and inside door bucks on all floors once per
 month.

 
	
  

 	
  

 	
  

 
	
 F.

 	
 TENANT OFFICE AREAS

 
	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Sweep and
 dust mop all composition floor tile.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Vacuum all
 carpeting once per week and carpet sweep the remaining four nights.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Empty
 wastepaper baskets and bring materials to a designated area in the building.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Empty and
 wipe all ashtrays.

 


F- 2









	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Dust all
 furniture fixtures, telephones and window sills, using treated cloths.

 
	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Dust all
 chairs, rails, trim, etc. within an arm’s length reach weekly.

 
	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 Dust all
 baseboards weekly.

 
	
  

 	
  

 	
  

 
	
  

 	
 8.

 	
 Wash and
 clean all water fountains and coolers.

 
	
  

 	
  

 	
  

 
	
  

 	
 9.

 	
 Keep locker
 and slop sink rooms in a clean and orderly condition.

 
	
  

 	
  

 	
  

 
	
 G.

 	
 HIGH DUSTING OFFICE AREAS

 


          All high
dusting will be done once every three (3) months, which will include the
following:


	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Dust all
 pictures, frames, charts, graphs and similar wall hangings not reached during
 nightly cleaning.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Dust all
 vertical surfaces such as walls, partitions, ventilating louvers, fresh air
 grills, window blinds and others not reached during nightly cleaning.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Dust all
 overhead pipes, sprinklers, etc.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Dust all
 window frames.

 
	
  

 	
  

 	
  

 
	
 H.

 	
 PUBLIC TOILET PERIODIC CLEANING

 
	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Sweep, wet
 mop and rinse clean all flooring with a germicidal cleaning solution.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Wash and
 polish all mirrors, powder shelves, bright work, enameled surfaces, etc.,
 including flushometers, piping and toilet seat hinges.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Wash and
 wipe dry both sides of all toilet seats with germicidal cleansing solution.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Wipe clean
 all toilet tissue, soap, towel and sanitary napkin dispensers.

 
	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Wash and
 disinfect all basins, bowls, and urinals.

 
	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Dust all
 partitions, tile walls, enamel surfaces, dispensers and receptacles.

 
	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 Empty and
 clean paper towel and sanitary napkin disposal receptacles.

 
	
  

 	
  

 	
  

 
	
  

 	
 8.

 	
 Remove
 wastepaper and refuse to a designated area.

 


F- 3









	
  

 	
  

 	
  

 
	
  

 	
 9.

 	
 Fill toilet
 tissue holders, soap dispensers, towel dispensers, and sanitary napkin
 dispensers (fill sanitary dispensers during business hours as necessary). All
 lavatory supplies to be provided by ISS for multi-tenant floors, all lavatory
 supplies to be provided by ISS and billed to tenant on full tenant floors.

 
	
  

 	
  

 	
  

 
	
 I.

 	
 PUBLIC LIGHTING

 
	
  

 	
  

 	
  

 
	
  

 	
 Provide
 supplies and materials excluding specialty bulbs for building exterior.

 
	
  

 	
  

 	
  

 
	
 J.

 	
 DAY PORTER

 
	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Police
 entire lobby area and elevator cabs.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Police men’s
 public toilets on multi-tenant floors to fill toilet tissue, soap, and towel
 dispensers.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Clean
 basement corridors and utility rooms.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Police
 employees’ locker rooms.

 
	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Sweep and
 hose sidewalks, as necessary, weather permitting; remove snow during regular
 working hours, as necessary.

 
	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Set out
 rubber mats or carpet mats on rainy days; keep mats in clean condition.

 
	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 Sweep and
 dust all stairways and fire towers weekly; dust all handrails, spindles, and
 stair risers weekly wet mop stairs monthly.

 
	
  

 	
  

 	
  

 
	
  

 	
 8.

 	
 Clean
 mechanical equipment areas when so directed by OWNER.

 
	
  

 	
  

 	
  

 
	
  

 	
 9.

 	
 Clean roof
 setbacks and drains when so requested by OWNER.

 
	
  

 	
  

 	
  

 
	
  

 	
 10.

 	
 Keep frames
 on building entrance doors in clean condition.

 
	
  

 	
  

 	
  

 
	
  

 	
 11.

 	
 Clean
 standpipes and sprinkler connections as necessary.

 
	
  

 	
  

 	
  

 
	
  

 	
 12.

 	
 Wipe down
 exterior metal work; marble etc. of building entrance.

 
	
  

 	
  

 	
  

 
	
 K.

 	
 DAY SERVICE-DAY MATRON

 
	
  

 	
  

 	
  

 
	
  

 	
 Duties of
 Day Matron Monday through Friday, excluding Union and/or Legal Holidays:

 
	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Police
 ladies’ room on multi-tenant floors, to keep them in clean condition and to
 fill toilet tissue, soap and towel dispensers.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Fill
 sanitary napkin dispensers.

 


F- 4









	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Collect-coins
 from sanitary napkin dispensers and turn proceeds over to duly authorized
 representative.

 
	
  

 	
  

 	
  

 
	
 L.

 	
 WINDOW GLASS AND EXTERIOR CLEANING

 
	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Clean
 windows inside and outside four times per year.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Clean lobby
 glass transoms monthly.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Clean
 directory glass and mail chute glass in lobby daily.

 


F- 5





Mortgage on the Fee


SUBORDINATION,

NON-DISTURBANCE AND ATTORNMENT AGREEMENT


ONE PARK AVENUE TENANT LLC


Landlord


COTY INC.

Tenant


ONE PARK AVENUE FEE LLC

Superior Lessor


ARE ONE PARK AVENUE, LLC

Lender


Premises:


Fourth and Fifth Floors

One Park Avenue

New York, New York


Record and Return to:


James J. Thomas, Esq.

Windels, Marx, Davis & Ives

156 West 56th Street

New York, New York 10019





SUBORDINATION,

NON-DISTURBANCE AND ATTORNMENT AGREEMENT


          This
SBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT dated this 29th
day of October, 1999 among ONE PARK AVENUE TENANT LLC, a New York limited
liability company having an office c/o Argent Ventures LLC, 551 Fifth Avenue,
34th Floor, New York, New York 10176 (“Landlord”), COTY INC. a Delaware
corporation having an office at 1325 Avenue of the Americas, 34th Floor, New
York, New York 10019 (“Tenant”), ONE PARK AVENUE FEE LLC (“Superior
Lessor”) and ARE ONE PARK AVENUE, LLC (“Lender”).  


WITNESSETH:


          WHEREAS, on
November 10, 1998, Lender made a loan to the Superior Lessor (the “Loan”),
successor in interest to One Park Fee Associates Limited Partnership secured by
a mortgage lien and security interest (the “Mortgage”) encumbering the Superior
Lessor’s interest in the real property and improvements known as and located at
One Park Avenue, New York, New York as more particularly described on Exhibit
A hereto (the “Mortgaged Property”);


          WHEREAS,
Landlord and Tenant are parties to that certain Lease Agreement affecting a
portion of the Mortgaged Property (such portion, the “Premises”) dated
October 29, 1999 (the “Lease”);


          WHEREAS, as
security for its obligations in respect of the Loan Landlord has assigned to
Lender all of Landlord’s right, title and interest in an to all existing and
future leases affecting the Mortgaged Property, including the Lease, and the
rents payable thereunder;


          WHEREAS,
the Lease is subject and subordinate to the Mortgage, and Tenant’s right, title
and interest in, to and under the Lease are subject and subordinate to Lender’s
right, title and interest in, to and under the Mortgage;


          WHEREAS,
Tenant has requested that Lender give certain assurances that, subject to the
terms and conditions of this Agreement, Tenant’s possession of the Premises
will not be disturbed by reason of foreclosure of the lien of the Mortgage;


          WHEREAS,
Lender is only willing to provide such assurances to Tenant upon and subject to
the express terms and conditions of this Agreement; and


          WHEREAS,
Superior Lessor and Tenant have agreed to execute and deliver this Agreement to
Lender.


          NOW,
THEREFORE, in consideration of the mutual premises herein contained, and for
other good and valuable consideration, the receipt and legal sufficiency of
which are hereby acknowledged, the parties hereto do mutually covenant and
agree as follows:


	
  

 	
  

 
	
 1.

 	
 The Lease is
 and at all times hereafter shall be subject and subordinate in all respects
 to the Mortgage and to all renewals, modifications, substitutions,
 consolidations and extensions thereof, and to all other future mortgages
 affecting the Mortgaged Property held by Lender. Lender hereby consents to
 the Lease.

 













	
  

 	
  

 
	
 2.

 	
 Any
 provision in the Lease to the contrary notwithstanding, a notice by Tenant to
 Landlord of a default under the Lease by Landlord, which default is of such a
 nature as to give Tenant a right to terminate the Lease, to reduce the rent
 payable under the Lease or to credit or offset against future rents, shall be
 effective only if: (a) such notice is also given to Lender; and (b) Lender
 shall not have cured or remedied such default by the later to occur of: (i)
 30 days after Lender’s receipt of such notice; or (ii) 30 days after the
 expiration of any applicable notice or grace period under the Lease; provided,
 however, that if: (A) such default is not reasonably capable of being
 cured within the applicable period; and (B) Lender shall diligently proceed
 with its efforts to cure, Lender shall have a reasonable additional period to
 cure such default. Lender shall have the right, but not the obligation, to
 remedy or cure any such default.

 
	
  

 	
  

 
	
 3.

 	
 So long as
 Tenant is not in default in the payment of rent, additional rent or other
 charges, or in the performance of any of the terms, covenants or conditions
 of the Lease, such default continuing beyond any applicable notice or grace period,
 Tenant’s occupancy of the Premises during the original or any renewal term of
 the Lease or any extension thereof shall not be disturbed by Lender by reason
 of foreclosure of the Mortgage, the acceptance by Lender or its designee of a
 deed in lieu of foreclosure, or the exercise of any remedy available at law,
 in equity or under the Mortgage. Lender will not join Tenant as a party
 defendant in any action or proceeding exercising Lender’s rights and remedies
 arising upon any default under the Mortgage unless applicable law requires
 Tenant to be made a party thereto as a condition to proceeding against
 Landlord or exercising such rights and remedies. In the latter case, Lender
 may join Tenant as a defendant in such action only for such purpose and not to
 terminate the Lease or otherwise adversely affect Tenant’s rights under the
 Lease or this Agreement in such action, and Tenant shall be entitled to
 occupy the Premises (including, to the extent Tenant has properly exercised
 its options under the Lease, the Extension Space, Option Space and Offering
 Space, as such terms are defined under the Lease), and enjoy all of its right
 and interest under the Lease for the full term thereof, including any
 extended or renewal term provided therein and properly exercised.

 
	
  

 	
  

 
	
 4.

 	
 Lender’s
 receipt of the rents payable by Tenant under the Lease, pursuant to the
 Mortgage or any assignment of the Lease, shall not obligate Lender to perform
 Landlord’s obligations under the Lease. Tenant shall make all payments under
 the Lease to Lender or its designee upon receipt of written notice that such
 right has accrued, and Tenant agrees not to prepay any sums payable by Tenant
 under the Lease. Lender’s receipt of such rent shall not relieve Landlord of
 its obligations under the Lease, and Tenant shall continue to look solely to
 Landlord for performance of such obligations.

 
	
  

 	
  

 
	
 5.

 	
 Upon
 Lender’s succession to the rights of Landlord under the Lease, whether
 through possession, termination or cancellation of the Lease, surrender,
 assignment, judicial action, subletting, foreclosure, delivery of a deed in
 lieu of foreclosure or otherwise, Tenant will attorn to and recognize Lender
 as the landlord under the Lease, and Lender will accept such attornment and
 recognize Tenant’s rights of possession and use of the Premises in accordance
 with the terms of the Lease with the same force and effect as if the Lease
 was originally between Lender, as landlord, and Tenant, as tenant, subject to
 Paragraph 6 of this Agreement, upon the then executory provisions of
 the Lease as it

 


2







	
  

 	
  

 
	
  

 	
 now exists
 or may hereafter be amended by an amendment thereof consented to in writing
 by the Landlord, Lender and Tenant, as the case may be. Without further
 evidence of such attornment and acceptance, Tenant shall be bound by, and
 shall comply with, each and every term, provision, covenant and obligation
 contained in the Lease on Tenant’s part to be performed. Except as
 specifically provided for in Paragraph 6(g) of this Agreement, nothing
 contained in this Agreement, or in any other instrument including, without
 limitation, the Lease, shall impose upon Lender an obligation to complete or
 renovate the Premises for the benefit of Tenant. Tenant’s agreement to attorn
 shall not be construed as amending Landlord’s obligations under the Lease.

 




	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Lender shall
 not in any way or to any extent be:

 






	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 liable for
any act or omission of any prior landlord (including Landlord) in
contravention of any provision of the Lease so long as Lender is not a
Related Party of One Park Avenue Tenant LLC. For the purposes of this
Agreement, “Related Party” shall mean with respect to any Person (as
such term is defined in the Lease) any corporation, partnership, limited
liability company or other entity which shall, and only for so long as such
entity continues to, control, be under the control of or be under common
control with such Person (the terms “control” and “controlling” as used with
respect to a Related Party shall mean the power to direct or cause the
direction of management and policy in an entity, whether through ownership of
a majority interest in such entity, voting rights or otherwise; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 subject to
 any offset, claim or defense which Tenant might have against any prior
 landlord (including Landlord);

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 bound by any
 rent or additional rent which Tenant might have paid more than 30 days in
 advance to any prior landlord (including Landlord);

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 bound by any
 agreement, surrender or modification of the Lease or of any Lease guaranty
 made without Lender’s prior written consent or any termination thereof which
 is not in accordance with the terms of the Lease;

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 in any way
 responsible for any security or other deposit which was delivered to
 Landlord, and not forfeited by Tenant, but which was not subsequently
 delivered to Lender so long as Lender is not a Related Party of One Park
 Avenue Tenant LLC;

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 except as
 specifically provided for in Paragraph 6(g) of this Agreement, bound
 by any obligation to make any payment

 


3









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 to Tenant
 which was required to be made to any prior Landlord; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 bound by any
 obligation to perform any work or to make improvements to the Premises except
 for (i) repairs, restoration and maintenance to the Premises and/or the
 Building pursuant to the provisions of Article 4, (ii) repairs to the
 Premises or any part thereof as a result of damage by fire or other casualty
 pursuant to this Lease, but only to the extent that such repairs can be
 reasonably made from the proceeds of any insurance (net of collection,
 enforcement and other costs) actually made available to Lender, (iii) repairs
 to the Premises and/or the Building as a result of a partial condemnation
 pursuant to Article 11, but only to the extent that such repairs can
 be reasonably made from the proceeds of any award (net of collection,
 enforcement and other costs) actually made available to such Lender (iv)
 Landlord’s Work set forth in Schedule D of the Lease, if Lender is a
 Related Party of One Park Avenue Tenant LLC, and (v) funding Landlord’s
 Contribution pursuant to the Lease, if Lender is a Related Party of One Park
 Avenue Tenant LLC.

 


Notwithstanding the provisions of Paragraph 6(f) and Paragraph
6(g)(v), if a Lender that is not a Related Party of One Park Avenue Tenant
LLC succeeds to the interest of the Landlord under the Lease and has not agreed
in writing to fund all or any portion of Landlord’s Contribution pursuant to
the Lease within sixty (60) days after receipt of either (x) a notice from
Tenant after such Lender succeeds to the interest of the Landlord under the
Lease of any prior failure of Landlord to fund Landlord’s Contribution or any
portion thereof under Section 41.1 (B) of the Lease (together with
copies of all requisitions for such disbursement(s) required under Section
41.1(B) of the Lease which Landlord so failed to fund) or (y) a requisition
for disbursement of Landlord’s Contribution under Section 41.1(B) of the
Lease after such Lender succeeds to the interest of Landlord under the Lease,
as the case may be, and/or thereafter does not promptly so fund, a right of
offset against such Lender shall be available with respect to Landlord’s
Contribution or portion thereof not funded, provided, that (a) with respect to
Landlord’s Contribution or portion thereof not funded due to Landlord’s failure
to disburse Landlord’s Contribution prior to such Lender’s succession to the
interest of Landlord (i) Tenant shall have sent Landlord any notice required
under the Lease related thereto, (ii) Tenant shall have notified Lender of
Landlord’s failure to disburse Landlord’s Contribution no later than five (5)
days (time being of the essence) after Landlord’s failure to fund Tenant’s
requisition for disbursement of Landlord’s Contribution as required under Section
41.1(B) of the Lease and (iii) Tenant is entitled to reimbursement for the
amounts set forth in such requisition and is not otherwise in default under the
Lease and (b) with respect to Landlord’s Contribution or portion thereof that
has not been previously requested of any Landlord prior to such Lender and that
such Lender has not agreed to fund and/or has not funded after such Lender’s
succession to the interest of Landlord, Tenant is entitled to reimbursement for
the amounts set forth in such requisition (it being understood that Tenant
shall still be required to submit requisitions as provided under Section
41.1(B) of the Lease) and is not otherwise in default under the Lease.


4





          7. If
Lender or its designee acquires title to the Mortgaged Property as a result of
foreclosure of the Mortgage, acceptance of a deed in lieu of foreclosure, or by
obtaining control of the Premises pursuant to the remedies available to Lender
at law, in equity, under the Mortgage, or otherwise, Tenant shall have no
recourse to any assets of Lender or such designee for any act or omission of
Lender or such designee in contravention of any provision of the Lease except
with respect to the Lender’s estate in the Mortgaged Property. Lender’s
acquisition of title to or control of the Mortgaged Property, or the performance
by Lender of any of the obligations of Landlord under the Lease, shall in no
event be construed as an assumption of the Lease by Lender. Upon Lender’s or
its designee’s acquisition of title to the Mortgaged Property, the Lease shall
be deemed automatically modified to include the provisions contained herein
notwithstanding any other provisions of the Lease.


          8. Tenant
shall execute such other documents as Lender, in its reasonable discretion, may
deem necessary or appropriate to evidence the subordination of the Lease to the
Mortgage; provided, however, that such documents neither conflict
with the provisions of this Agreement nor materially adversely affect the
parties’ rights or obligations under the Lease.


          9. Any
notice, demand, statement, request or consent given or made hereunder shall be
in writing and shall be deemed given on the next business day if sent by
Federal Express or other reputable overnight courier and designated for next
business day delivery, or on the third day following the day such notice is
deposited with the United States postal service first class certified mail,
return receipt requested, addressed to the addresses as set forth below, of the
party to whom such notice is to be given, or to such other address or
additional party as Landlord, Tenant or Lender, as the case may be, shall in
like manner designate in writing.


	
  

 	
  

 	
  

 
	
  

 	
 Copies of
 notices to Landlord to:

 
	
  

 	
  

 
	
  

 	
 One Park
 Avenue Tenant LLC

 
	
  

 	
 c/o Argent
 Ventures LLC

 
	
  

 	
 551 Fifth
 Avenue -34th Floor

 
	
  

 	
 New York, NY
 10176

 
	
  

 	
  

 
	
  

 	
 With a copy
 to:

 
	
  

 	
  

 
	
  

 	
 Squadron,
 Ellenoff, Plesent & Sheinfeld, LLP

 
	
  

 	
 551 Fifth
 Avenue

 
	
  

 	
 New York,
 New York 10176

 
	
  

 	
 Attention:
 Alan Katz, Esq.

 
	
  

 	
  

 
	
  

 	
 Copies of
 notice to Tenant to:

 
	
  

 	
  

 
	
  

 	
 Coty Inc.

 
	
  

 	
 1325 Avenue
 of the Americas -34th Floor

 
	
  

 	
 New York, New
 York 10019

 
	
  

 	
 Attention: 

 	
 Mr. Steven
 Ford

 
	
  

 	
  

 	
 Mr. Frank
 Suozzi

 


5









	
  

 	
  

 
	
  

 	
 With a copy
 to:

 
	
  

 	
 Davis Polk
 & Wardwell

 
	
  

 	
 450
 Lexington Avenue

 
	
  

 	
 New York,
 New York 10017

 
	
  

 	
 Attention:
 Thomas Patrick Dore, Jr., Esq.

 
	
  

 	
  

 
	
  

 	
 Copies of
 notice to Superior Lessor to:

 
	
  

 	
  

 
	
  

 	
 One Park
 Avenue Fee LLC

 
	
  

 	
 c/o Property
 Asset Management Inc.

 
	
  

 	
 3 World
 Financial Center -12th Floor

 
	
  

 	
 New York,
 New York 10285

 
	
  

 	
 Attention:
 Marguerite M. Brogan

 
	
  

 	
  

 
	
  

 	
 With a copy
 to:

 
	
  

 	
 Windels,
 Marx, Davis & Ives

 
	
  

 	
 156 West
 56th Street

 
	
  

 	
 New York,
 New York 10019

 
	
  

 	
 Attention:
 James J. Thomas, Esq.

 
	
  

 	
  

 
	
  

 	
 With an
 Additional Copy to:

 
	
  

 	
  

 
	
  

 	
 Hatfield
 Philips Inc.

 
	
  

 	
 285
 Peachtree Center Avenue

 
	
  

 	
 Marquis Two
 Tower, Suite 2300

 
	
  

 	
 Atlanta,
 Georgia 30303

 
	
  

 	
 Attention:
 Mr. Robert Hyla

 
	
  

 	
  

 
	
  

 	
 Copies of
 notice to Lender to:

 
	
  

 	
  

 
	
  

 	
 ARE One Park
 Avenue, LLC

 
	
  

 	
 c/o Property
 Asset Management Inc.

 
	
  

 	
 3 World
 Financial Center -12th Floor

 
	
  

 	
 New York,
 New York 10285

 
	
  

 	
 Attention:
 Marguerite M. Brogan

 
	
  

 	
  

 
	
  

 	
 With a copy
 to:

 
	
  

 	
  

 
	
  

 	
 Windels,
 Marx, Davis & Ives

 
	
  

 	
 156 West
 56th Street

 
	
  

 	
 New York,
 New York 10019

 
	
  

 	
 Attention:
 James J. Thomas, Esq.

 
	
  

 	
  

 
	
  

 	
 With an
 additional copy to:

 
	
  

 	
  

 
	
  

 	
 Hatfield
 Philips Inc.

 
	
  

 	
 285
 Peachtree Center Avenue

 
	
  

 	
 Marquis Two
 Tower, Suite 2300

 


6









	
  

 	
  

 
	
  

 	
 Atlanta,
 Georgia 30303

 
	
  

 	
 Attention:
 Mr. Robert Hyla

 






	
  

 	
  

 
	
 10.

 	
 This
 Agreement shall be binding upon and shall inure to the parties, their
 respective heirs, successors and assigns (including without limitation, any
 successor owner of the interest of the Superior Lessor, Lender or Landlord in
 the Mortgaged Property by reason of foreclosure of the Mortgage or any
 designee of Lender under any deed in lieu of foreclosure)

 
	
  

 	
  

 
	
 11.

 	
 This
 Agreement shall be governed by, and construed in accordance with the laws of
 the State in which the Mortgaged Property is located, without giving effect
 to conflict of laws, principles or otherwise.

 
	
  

 	
  

 
	
 12.

 	
 This
 Agreement may be executed in any number of counterparts and each such
 duplicate original shall be deemed to be an original.

 
	
  

 	
  

 
	
 13.

 	
 This
 Agreement may not be changed, amended or modified in any manner other than by
 an agreement in writing specifically referring to this Agreement and executed
 by the parties hereto.

 


REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


7





          IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.


	
  

 	
  

 	
  

 
	
 LENDER:

 	
 ARE ONE PARK AVENUE, LLC

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title

 
	
  

 	
  

 	
  

 
	
 LANDLORD:

 	
 ONE PARK AVENUE TENANT
 LLC,

 
	
  

 	
 a New York limited
 liability company

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/Andrew Penson

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Andrew Penson

 
	
  

 	
  

 	
 Title: Authorized
 Signatory

 
	
  

 	
  

 	
  

 
	
 SUPERIOR

 	
 ONE PARK AVENUE FEE LLC

 
	
 LESSOR:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title

 
	
  

 	
  

 	
  

 
	
 TENANT:

 	
 COTY INC., a Delaware
 corporation

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Francis X. Suozzi

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Francis X. Suozzi

 
	
  

 	
  

 	
 Title: Senior Vice
 President - Finance

 









          IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written. 


	
  

 	
  

 	
  

 
	
 LENDER:

 	
 ARE ONE PARK AVENUE, LLC

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Marguerite M. Brogan

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Marguerite M. Brogan

 
	
  

 	
  

 	
 Title: Authorized
 Signatory

 
	
  

 	
  

 	
  

 
	
 LANDLORD:

 	
 ONE PARK AVENUE TENANT
 LLC,

 
	
  

 	
 a New York limited
 liability company

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title

 
	
  

 	
  

 	
  

 
	
 SUPERIOR

 	
 ONE PARK AVENUE FEE LLC

 
	
 LESSOR:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Marguerite M. Brogan

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Marguerite M. Brogan

 
	
  

 	
  

 	
 Title: Authorized
 Signatory

 
	
  

 	
  

 	
  

 
	
 TENANT:

 	
 COTY INC., a Delaware
 corporation

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title

 













	
  

 	
  

 	
  

 
	
 STATE OF NEW YORK

 	
 )

 	
  

 
	
  

 	
 )

 	
 SS.

 
	
 COUNTY OF NEW YORK

 	
 )

 	
  

 



          On
the 29th day of October in the year 1999 before me, the
under signed, personally appeared Francis
X Suozzi; personally
known to me on the basis of satisfactory evidence to be the individual(s) whose
name(s) is (are) subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their capacity(ies), and that by
his/her/their signature(s) on the instrument, the individual(s), or the person
upon behalf of which the individual(s) acted, executed the instrument.


	
  

 	
  

 
	
  

 	
 /s/ Tanika
 Federico

 
	
  

 	
 TANIKA
 FEDERICO

 
	
  

 	
 Notary
 Public, State of New York

 
	
  

 	
 No.
 41-4990703

 
	
  

 	
 Qualified in
 Queens County

 
	
  

 	
 Commission
 Expires January 13, 2000

 






	
  

 	
  

 	
  

 
	
 STATE OF NEW YORK

 	
 )

 	
  

 
	
  

 	
 )

 	
 SS.

 
	
 COUNTY OF NEW YORK

 	
 )

 	
  

 



          On
the 29th day of October in the year 1999 before me, the
under signed, personally appeared Andrew
Penson, personally known
to me on the basis of satisfactory evidence to be the individual(s) whose name
is (are) subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their capacity(ies), and that by
his/her/their signature(s) on the instrument, the individual(s), or the person
upon behalf of which the individual(s) acted, executed the instrument.


	
  

 	
  

 
	
  

 	
 /s/ Dianna
 L. Oppegard

 
	
  

 	
 DIANNA L.
 OPPEGARD

 
	
  

 	
 Notary
 Public, State of New York

 
	
  

 	
 No.
 24-4748622

 
	
  

 	
 Qualified in
 Kings County

 
	
  

 	
 Commission
 Expires August 31, 2001

 






	
  

 	
  

 	
  

 
	
 STATE OF NEW YORK

 	
 )

 	
  

 
	
  

 	
 )

 	
 SS.

 
	
 COUNTY OF NEW YORK

 	
 )

 	
  

 



          On
the ________ day of ___________ in the year _________________ before me, the
under signed, personally appeared ____________, personally
known to me on the basis of satisfactory evidence to be the individual(s) whose
name(s) is (are) subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their capacity(ies), and that by
his/her/their signature(s) on the instrument, the individual(s), or the person
upon behalf of which the individual(s) acted, executed the instrument.





 


	
  

 	
  

 	
  

 
	
 STATE OF NEW YORK

 	
 )

 	
  

 
	
  

 	
 )

 	
 SS.

 
	
 COUNTY OF NEW YORK )

 	
  

 	
  

 



          On
the 29th day of October in the year 1999 before me, the
under signed, personally appeared Marguerite
M. Brogan; personally
known to me on the basis of satisfactory evidence to be the individual(s) whose
name(s) is (are) subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their capacity(ies), and that by
his/her/their signature(s) on the instrument, the individual(s), or the person
upon behalf of which the individual(s) acted, executed the instrument.


	
  

 	
  

 
	
  

 	
 /s/
 ILLEGIBLE

 






	
  

 	
  

 	
  

 
	
 STATE OF NEW YORK

 	
 )

 	
  

 
	
  

 	
 )

 	
 SS.

 
	
 COUNTY OF NEW YORK )

 	
  

 	
  

 



          On
the ________ day of ____________ in the year _________________ before me, the
under signed, personally appeared ____________, personally
known to me on the basis of satisfactory evidence to be the individual(s) whose
name(s) is (are) subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their capacity(ies), and that by
his/her/their signature(s) on the instrument, the individual(s), or the person
upon behalf of which the individual(s) acted, executed the instrument.


	
  

 	
  

 	
  

 
	
 STATE OF NEW YORK

 	
 )

 	
  

 
	
  

 	
 )

 	
 SS.

 
	
 COUNTY OF NEW YORK )

 	
  

 	
  

 



          On
the 29th day of October in the year 1999 before me, the
under signed, personally appeared Marguerite
M. Brogan, personally known to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their capacity(ies), and that by his/her/their signature(s) on
the instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument.


	
  

 	
  

 
	
  

 	
 /s/
 ILLEGIBLE

 









EXHIBIT A


Legal Description





Exhibit
A


Premises


ALL that certain plot, piece
or parcel of land, situate, lying, and being in the Borough of Manhattan, City,
County and State of New York, bounded and described as follows: 


BEGINNING at the corner
formed by the intersection of the northerly side of 32nd Street and the
easterly side of Park Avenue;


THENCE easterly along the
northerly side of 32nd Street, 230 feet;


THENCE northerly parallel
with Lexington Avenue, 197 feet 6 inches to the southerly side of 33rd Street;


THENCE westerly along the
southerly side of 33rd Street 230 feet to its intersection with the easterly
side of Park Avenue; and


THENCE
southerly along the easterly side of Park Avenue, 197 feet 6 inches to the
point or place of BEGINNING.





Mortgage on the Leasehold


SUBORDINATION,

NON-DISTURBANCE AND ATTORNMENT AGREEMENT


ONE PARK AVENUE TENANT LLC

Landlord


COTY INC.

Tenant


ARE ONE PARK AVENUE LLC

Lender


Premises:


Fourth and Fifth Floors

One Park Avenue

New York, New York


Record and Return to:


James J. Thomas, Esq.

Windels, Marx, Davis & Ives

156 West 56th Street

New York, New York 10019






SUBORDINATION,

NON-DISTURBANCE AND ATTORNMENT AGREEMENT


          This
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT dated this _____ of October, 1999 among ONE PARK AVENUE TENANT LLC, a New York limited
liability company having an office c/o Argent Ventures LLC, 551 Fifth Avenue,
34th Floor, New York, New York 10176 (“Landlord”), COTY INC. a Delaware
corporation having an office at 1325 Avenue of the Americas, 34th Floor, New
York, New York 10019 (“Tenant”) and ARE ONE PARK AVENUE, LLC
(“Lender”).


WITNESSETH:


          WHEREAS,
on November 10, 1998, Lender made a loan to the Landlord (the “Loan”),
successor in interest to One Park Fee Associates Limited Partnership, secured
by a mortgage lien and security interest (the “Mortgage”) encumbering
the Landlord’s interest in the property and improvements known as and located
at One Park Avenue, New York, New York as more particularly described on Exhibit
A hereto (the “Mortgaged Property”);


          WHEREAS,
Landlord and Tenant are parties to that certain Lease Agreement affecting a portion of the Mortgaged Property (such portion, the “Premises”)
dated October 29th, 1999 (the “Lease”);


          WHEREAS,
as security for its obligations in respect of the Loan Landlord has assigned to
Lender all of Landlord’s right, title and interest in an to all existing and
future leases affecting the Mortgaged Property, including the Lease, and the
rents payable thereunder;


          WHEREAS,
the Lease is subject and subordinate to the Mortgage, and Tenant’s right, title
and interest in, to and under the Lease are subject and subordinate to Lender’s
right, title and interest in, to and under the Mortgage;


          WHEREAS,
Tenant has requested that Lender give certain assurances that, subject to the
terms and conditions of this Agreement, Tenant’s possession of the Premises
will not be disturbed by reason of foreclosure of the lien of the Mortgage;


          WHEREAS,
Lender is only willing to provide such assurances to Tenant upon and subject to
the express terms and conditions of this Agreement; and


          WHEREAS,
Landlord and Tenant have agreed to execute and deliver this Agreement to
Lender.


          NOW,
THEREFORE, in consideration of the mutual premises herein contained, and for
other good and valuable consideration, the receipt and legal sufficiency of
which are hereby acknowledged, the parties hereto do mutually covenant and
agree as follows:


	
  

 	
  

 
	
 1.

 	
 The Lease is
 and at all times hereafter shall be subject and subordinate in all respects
 to the Mortgage and to all renewals, modifications, substitutions,
 consolidations and extensions thereof, and to all other future mortgages
 affecting the Mortgaged Property held by Lender. Lender hereby consents to
 the Lease.

 













	
  

 	
  

 
	
 2.

 	
 Any
 provision in the Lease to the contrary notwithstanding, a notice by Tenant to
 Landlord of a default under the Lease by Landlord, which default is of such a
 nature as to give Tenant a right to terminate the Lease, to reduce the rent
 payable under the Lease or to credit or offset against future rents, shall be
 effective only if: (a) such notice is also given to Lender; and (b) Lender
 shall not have cured or remedied such default by the later to occur of: (i)
 30 days after Lender’s receipt of such notice; or (ii) 30 days after the
 expiration of any applicable notice or grace period under the Lease; provided,
 however, that if: (A) such default is not reasonably capable of being
 cured within the applicable period; and (B) Lender shall diligently proceed
 with its efforts to cure, Lender shall have a reasonable additional period to
 cure such default. Lender shall have the right, but not the obligation, to
 remedy or cure any such default.

 
	
  

 	
  

 
	
 3.

 	
 So long as
 Tenant is not in default in the payment of rent, additional rent or other
 charges, or in the performance of any of the terms, covenants or conditions
 of the Lease, such default continuing beyond any applicable notice or grace
 period, Tenant’s occupancy of the Premises during the original or any renewal
 term of the Lease or any extension thereof shall not be disturbed by Lender
 by reason of foreclosure of the Mortgage, the acceptance by Lender or its
 designee of a deed in lieu of foreclosure, or the exercise of any remedy
 available at law, in equity or under the Mortgage. Lender will not join
 Tenant as a party defendant in any action or proceeding exercising Lender’s
 rights and remedies arising upon any default under the Mortgage unless
 applicable law requires Tenant to be made a party thereto as a condition to
 proceeding against Landlord or exercising such rights and remedies. In the
 latter case, Lender may join Tenant as a defendant in such action only for
 such purpose and not to terminate the Lease or otherwise adversely affect
 Tenant’s rights under the Lease or this Agreement in such action, and Tenant
 shall be entitled to occupy the Premises (including, to the extent Tenant has
 properly exercised its options under the Lease, the Extension Space, Option
 Space and Offering Space, as such terms are defined under the Lease), and
 enjoy all of its right and interest under the Lease for the full term
 thereof, including any extended or renewal term provided therein and properly
 exercised.

 
	
  

 	
  

 
	
 4.

 	
 Lender’s
 receipt of the rents payable by Tenant under the Lease, pursuant to the
 Mortgage or any assignment of the Lease, shall not obligate Lender to perform
 Landlord’s obligations under the Lease. Tenant shall make all payments under
 the Lease to Lender or its designee upon receipt of written notice that such
 right has accrued, and Tenant agrees not to prepay any sums payable by Tenant
 under the Lease. Lender’s receipt of such rent shall not relieve Landlord of
 its obligations under the Lease, and Tenant shall continue to look solely to
 Landlord for performance of such obligations.

 
	
  

 	
  

 
	
 5.

 	
 Upon
 Lender’s succession to the rights of Landlord under the Lease, whether
 through possession, termination or cancellation of the Lease, surrender,
 assignment, judicial action, subletting, foreclosure, delivery of a deed in
 lieu of foreclosure or otherwise, Tenant will attorn to and recognize Lender
 as the landlord under the Lease, and Lender will accept such attornment and
 recognize Tenant’s rights of possession and use of the Premises in accordance
 with the terms of the Lease with the same force and effect as if the Lease
 was originally between Lender, as landlord, and Tenant, as tenant, subject to
 Paragraph 6 of this Agreement, upon the then executory provisions of
 the Lease as it now exists or may hereafter be amended by an amendment
 thereof consented to in writing by the Landlord, Lender and Tenant, as the
 case may be. Without further evidence of such attornment and acceptance,
 Tenant shall be bound by, and shall comply with, each and every term,
 provision, covenant and obligation contained in the Lease on Tenant’s part to
 be performed.

 



2









	
  

 	
  

 
	
  

 	
 Except as specifically
 provided for in Paragraph 6(g) of this Agreement, nothing contained in
 this Agreement, or in any other instrument including, without limitation, the
 Lease, shall impose upon Lender an obligation to complete or renovate the
 Premises for the benefit of Tenant. Tenant’s agreement to attorn shall not be
 construed as amending Landlord’s obligations under the Lease.

 
	
  

 	
  

 
	
 6.

 	
 Lender shall not in any
 way or to any extent be:

 






	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 liable for any act or
 omission of any prior landlord (including Landlord) in contravention of any
 provision of the Lease so long as Lender is not a Related Party of One Park
 Avenue Tenant LLC. For the purposes of this Agreement, “Related
 Party” shall
 mean with respect to any Person (as such term is defined in the Lease) any
 corporation, partnership, limited liability company or other entity which
 shall, and only for so long as such entity continues to, control, be under
 the control of or be under common control with such Person (the terms
 “control” and “controlling” as used with respect to a Related Party shall
 mean the power to direct or cause the direction of management and policy in
 an entity, whether through ownership of a majority interest in such entity,
 voting rights or otherwise;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 subject to any offset,
 claim or defense which Tenant might have against any prior landlord
 (including Landlord);

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 bound by any rent or
 additional rent which Tenant might have paid more than 30 days in advance to
 any prior landlord (including Landlord);

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 bound by any agreement,
 surrender or modification of the Lease or of any Lease guaranty made without
 Lender’s prior written consent or any termination thereof which is not in
 accordance with the terms of the Lease;

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 in any way responsible for
 any security or other deposit which was delivered to Landlord, and not
 forfeited by Tenant, but which was not subsequently delivered to Lender so
 long as Lender is not a Related Party of One Park Avenue Tenant LLC;

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 except as specifically
 provided for in Paragraph 6(g) of this Agreement, bound by any
 obligation to make any payment to Tenant which was required to be made to any
 prior Landlord;

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 bound by any obligation to
 perform any work or to make improvements to the Premises except for (i)
 repairs, restoration and maintenance to the Premises and/or the Building
 pursuant to the provisions of Article 4, (ii) repairs to the Premises
 or any part thereof as a result of damage by fire or other casualty pursuant
 to this Lease, but only to the extent that such repairs can be reasonably
 made from the proceeds of any insurance (net of

 


3









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 collection, enforcement
 and other costs) actually made available to Lender, (iii) repairs to the
 Premises and/or the Building as a result of a partial condemnation pursuant
 to Article 11, but only to the extent that such repairs can be
 reasonably made from the proceeds of any award (net of collection,
 enforcement and other costs) actually made available to such Lender (iv)
 Landlord’s Work set forth in Schedule D of the Lease, if Lender is a
 Related Party of One Park Avenue Tenant LLC, and (v) funding Landlord’s
 Contribution pursuant to the Lease, if Lender is a Related Party of One Park
 Avenue Tenant LLC.

 



Notwithstanding the
provisions of Paragraph 6(f) and Paragraph 6(g)(v), if a Lender
that is not a Related Party of One Park Avenue Tenant LLC succeeds to the
interest of the Landlord under the Lease and has not agreed in writing to fund
all or any portion of Landlord’s Contribution pursuant to the Lease within
sixty (60) days after receipt of either (x) a notice from Tenant after such
Lender succeeds to the interest of the Landlord under the Lease of any prior failure
of Landlord to fund Landlord’s Contribution or any portion thereof under Section
41.1(B) of the Lease (together with copies of all requisitions for such
disbursement(s) required under Section 41.1(B) of the Lease which
Landlord so failed to fund) or (y) a requisition for disbursement of Landlord’s
Contribution under Section 41.1(B) of the Lease after such Lender
succeeds to the interest of Landlord under the Lease, as the case may be,
and/or thereafter does not promptly so fund, a right of offset against such
Lender shall be available with respect to Landlord’s Contribution or portion
thereof not funded, provided, that (a) with respect to Landlord’s Contribution
or portion thereof not funded due to Landlord’s failure to disburse Landlord’s
Contribution prior to such Lender’s succession to the interest of Landlord (i)
Tenant shall have sent Landlord any notice required under the Lease related
thereto, (ii) Tenant shall have notified Lender of Landlord’s failure to
disburse Landlord’s Contribution no later than five (5) days (time being of the
essence) after Landlord’s failure to fund Tenant’s requisition for disbursement
of Landlord’s Contribution as required under Section 41.1(B) of the
Lease and (iii) Tenant is entitled to reimbursement for the amounts set forth
in such requisition and is not otherwise in default under the Lease and (b)
with respect to Landlord’s Contribution or portion thereof that has not been
previously requested of any Landlord prior to such Lender and that such Lender
has not agreed to fund and/or has not funded after such Lender’s succession to
the interest of Landlord, Tenant is entitled to reimbursement for the amounts
set forth in such requisition (it being understood that Tenant shall still be
required to submit requisitions as provided under Section 41.1(B) of the
Lease) and is not otherwise in default under the Lease.


	
  

 	
  

 
	
 7.

 	
 If Lender or its designee
 acquires title to the Mortgaged Property as a result of foreclosure of the
 Mortgage, acceptance of a deed in lieu of foreclosure, or by obtaining
 control of the Premises pursuant to the remedies available to Lender at law,
 in equity, under the Mortgage, or otherwise, Tenant shall have no recourse to
 any assets of Lender or such designee for any act or omission of Lender or
 such designee in contravention of any provision of the Lease except with
 respect to the Lender’s estate in the Mortgaged Property. Lender’s
 acquisition of title to or control of the Mortgaged Property, or the
 performance by Lender of any of the obligations of Landlord under the Lease,
 shall in no event be construed as an assumption of the Lease by Lender. Upon
 Lender’s or its designee’s acquisition of title to the Mortgaged Property,
 the Lease shall be deemed automatically modified to include the provisions
 contained herein notwithstanding any other provisions of the Lease.

 


4









	
  

 	
  

 
	
 8.

 	
 Tenant shall execute such
 other documents as Lender, in its reasonable discretion, may deem necessary
 or appropriate to evidence the subordination of the Lease to the Mortgage; provided,
 however, that such documents neither conflict with the provisions of
 this Agreement nor materially adversely affect the parties’ rights or
 obligations under the Lease.

 
	
  

 	
  

 
	
 9.

 	
 Any notice, demand,
 statement, request or consent given or made hereunder shall be in writing and
 shall be deemed given on the next business day if sent by Federal Express or
 other reputable overnight courier and designated for next business day
 delivery, or on the third day following the day such notice is deposited with
 the United States postal service first class certified mail, return receipt
 requested, addressed to the addresses as set forth below, of the party to
 whom such notice is to be given, or to such other address or additional party
 as Landlord, Tenant or Lender, as the case may be, shall in like manner
 designate in writing.

 






	
  

 	
  

 
	
  

 	
 Copies of notices to
 Landlord to:

 
	
  

 	
  

 
	
  

 	
 One Park Avenue Tenant LLC

 
	
  

 	
 c/o
 Argent Ventures LLC

 
	
  

 	
 551 Fifth Avenue - 34th
 Floor

 
	
  

 	
 New York, NY 10176

 
	
  

 	
  

 
	
  

 	
 With a copy to:

 
	
  

 	
  

 
	
  

 	
 Squadron, Ellenoff, Plesent
 & Sheinfeld, LLP

 
	
  

 	
 551 Fifth Avenue

 
	
  

 	
 New York, New York 10176

 
	
  

 	
 Attention: Alan Katz, Esq.

 
	
  

 	
 Copies of notice to Tenant
 to:

 
	
  

 	
  

 
	
  

 	
 Coty Inc.

 
	
  

 	
 1325 Avenue of the
 Americas

 
	
  

 	
 34th Floor

 
	
  

 	
 New York, New York 10019

 
	
  

 	
 Attention:
           Mr. Steven Ford

 
	
  

 	
  

 
	
  

 	
 Mr. Frank Suozzi

 
	
  

 	
  

 
	
  

 	
 With a copy to:

 
	
  

 	
 Davis Polk & Wardwell

 
	
  

 	
 450 Lexington Avenue

 
	
  

 	
 New York, New York 10017

 
	
  

 	
 Attention: Thomas Patrick
 Dore, Jr., Esq.

 
	
  

 	
  

 
	
  

 	
 Copies of notice to Lender
 to:

 
	
  

 	
  

 
	
  

 	
 ARE One Park Avenue, LLC

 
	
  

 	
 c/o Property Asset
 Management Inc.

 
	
  

 	
 3 World Financial Center
 -12th Floor

 
	
  

 	
 New York, New York 10285

 
	
  

 	
 Attention: Marguerite M.
 Brogan

 


5





 


	
  

 	
  

 
	
  

 	
 With a copy to:

 
	
  

 	
  

 
	
  

 	
 Windels, Marx, Davis &
 Ives

 
	
  

 	
 156 West 56th Street

 
	
  

 	
 New York, New York 10019

 
	
  

 	
 Attention: James J.
 Thomas, Esq.

 
	
  

 	
  

 
	
  

 	
 With an Additional Copy
 to:

 
	
  

 	
  

 
	
  

 	
 Hatfield Philips Inc.

 
	
  

 	
 285 Peachtree Center
 Avenue

 
	
  

 	
 Marquis Two Tower, Suite
 2300

 
	
  

 	
 Atlanta, Georgia 30303

 
	
  

 	
 Attention: Mr. Robert Hyla

 






	
  

 	
  

 
	
 10.

 	
 This Agreement shall be
 binding upon and shall inure to the parties, their respective heirs,
 successors and assigns (including without limitation, any successor owner of
 the Landlord’s interest in the Mortgaged Property by reason of foreclosure of
 the Mortgage or any designee of Lender under any deed in lieu of
 foreclosure).

 
	
  

 	
  

 
	
 11.

 	
 This Agreement shall be
 governed by, and construed in accordance with the laws of the State in which
 the Mortgaged Property is located, without giving effect to conflict of laws,
 principles or otherwise.

 
	
  

 	
  

 
	
 12.

 	
 This Agreement may be
 executed in any number of counterparts and each such duplicate original shall
 be deemed to be an original.

 
	
  

 	
  

 
	
 13.

 	
 This Agreement may not be
 changed, amended or modified in any manner other than by an agreement in
 writing specifically referring to this Agreement and executed by the parties
 hereto.

 


REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


6






          IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.


	
  

 	
  

 	
  

 	
  

 
	
 LENDER:

 	
 ARE ONE PARK AVENUE LLC,

 	
  

 
	
  

 	
 a New York limited liability
 company

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ ILLEGIBLE

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name: 

 	
  

 
	
  

 	
  

 	
 Title: 

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 LANDLORD:

 	
 ONE PARK AVENUE TENANT
 LLC,

 	
  

 
	
  

 	
 a New York limited
 liability company

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Andrew Penson

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name: Andrew Penson

 	
  

 
	
  

 	
  

 	
 Title: Authorized
 Signatory

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 TENANT:

 	
 COTY INC., a Delaware
 corporation

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Francis X. Suozzi

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name: Francis X. Suozzi

 	
  

 
	
  

 	
  

 	
 Title: Senior Vice
 President - Finance

 	
  

 










          IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.


	
  

 	
  

 	
  

 	
  

 
	
 LENDER:

 	
 ARE ONE PARK AVENUE, LLC

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Marguerite M. Brogan

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name: Marguerite M. Brogan

 	
  

 
	
  

 	
  

 	
 Title: Authorized
 Signatory

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 LANDLORD:

 	
 ONE PARK AVENUE TENANT
 LLC,M

 	
  

 
	
  

 	
 a New York limited
 liability company

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name: 

 	
  

 
	
  

 	
  

 	
 Title: 

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 TENANT:

 	
 COTY INC., a Delaware
 corporation

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	
 Title:

 	
  

 











	
  

 	
  

 	
  

 
	
 STATE OF NEW
 YORK

 	
 )

 	
  

 
	
  

 	
 )

 	
 SS.

 
	
 COUNTY OF
 NEW YORK

 	
 )

 	
  

 



          On
the 29th day of October in the year 1999 before me, the under signed, personally
appeared Francis X. Suozzi personally
known to me on the basis of satisfactory evidence to be the individual(s) whose
name(s) is (are) subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their capacity(ies), and that by
his/her/their signature(s) on the instrument, the individual(s), or the person
upon behalf of which the individual(s) acted, executed the instrument.


	
  

 	
  

 
	
  

 	
 /s/ Tanika Federico

 
	
  

 	
 TANIKA FEDERICO

 
	
  

 	
 Notary Public, State of
 New York

 
	
  

 	
 No. 41-4990703

 
	
  

 	
 Qualified in Queens County

 
	
  

 	
 Commission Expires January
 13, 2000

 






	
  

 	
  

 	
  

 
	
 STATE OF NEW
 YORK

 	
 )

 	
  

 
	
  

 	
 )

 	
 SS.

 
	
 COUNTY OF
 NEW YORK

 	
 )

 	
  

 



          On
the 29th day of October in the year 1999 before me, the under signed, personally
appeared Andrew Penson personally
known to me on the basis of satisfactory evidence to be the individual(s) whose
name(s) is (are) subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their capacity(ies), and that by
his/her/their signature(s) on the instrument, the individual(s), or the person
upon behalf of which the individual(s) acted, executed the instrument. 


	
  

 	
  

 
	
  

 	
 /s/ Dianna L. Oppegard

 
	
  

 	
 DIANNA L. OPPEGARD

 
	
  

 	
 Notary Public, State of
 New York

 
	
  

 	
 No. 24-4748622

 
	
  

 	
 Qualified in Kings County

 
	
  

 	
 Commission Expires August
 31, 2001

 






	
  

 	
  

 	
  

 
	
 STATE OF NEW
 YORK

 	
 )

 	
  

 
	
  

 	
 )

 	
 SS.

 
	
 COUNTY OF
 NEW YORK

 	
 )

 	
  

 



          On
the 29th day of October in the year 1999 before me, the
under signed, personally appeared ____________ personally known to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their capacity(ies), and that by his/her/their signature(s) on
the instrument, the individual(s), or the
person upon behalf of which the individual(s) acted, executed the instrument.









	
  

 	
  

 	
  

 
	
 STATE OF NEW
 YORK

 	
 )

 	
  

 
	
  

 	
 )

 	
 SS.

 
	
 COUNTY OF
 NEW YORK

 	
 )

 	
  

 



          On
the 29th day of October in the year 1999 before me, the under signed, personally
appeared Marguerite M. Brogan; personally
known to me on the basis of satisfactory evidence to be the individual(s) whose
name(s) is (are) subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their capacity(ies), and that by
his/her/their signature(s) on the instrument, the individual(s), or the person
upon behalf of which the individual(s) acted, executed the instrument.


	
  

 	
  

 
	
  

 	
 /s/ ILLEGIBLE

 






	
  

 	
  

 	
  

 
	
 STATE OF NEW
 YORK

 	
 )

 	
  

 
	
  

 	
 )

 	
 SS.

 
	
 COUNTY OF
 NEW YORK

 	
 )

 	
  

 



          On
the ________ day of ________ in the year __________________ before me, the
under signed, personally appeared ____________; personally known to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their capacity(ies), and that by his/her/their signature(s) on
the instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument.


	
  

 	
  

 	
  

 
	
 STATE OF NEW
 YORK

 	
 )

 	
  

 
	
  

 	
 )

 	
 SS.

 
	
 COUNTY OF
 NEW YORK

 	
 )

 	
  

 



          On
the ________ day of ________ in the year __________________ before me, the
under signed, personally appeared ____________; personally known to me on the
basis of satisfactory evidence to be the individual(s) whose name(s) is (are)
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their capacity(ies), and that by his/her/their
signature(s) on the instrument, the individual(s), or the person upon behalf of
which the individual(s) acted, executed the instrument.





EXHIBIT A


Legal Description





Exhibit
A


Premises


ALL that
certain plot, piece or parcel of land, situate, lying, and being in the Borough
of Manhattan, City, County and State of New York, bounded and described as
follows: 


BEGINNING at
the corner formed by the intersection of the northerly side of 32nd Street and
the easterly side of Park Avenue;


THENCE
easterly along the northerly side of 32nd Street, 230 feet;


THENCE
northerly parallel with Lexington Avenue, 197 feet 6 inches to the southerly
side of 33rd Street;


THENCE
westerly along the southerly side of 33rd Street 230 feet to its intersection
with the easterly side of Park Avenue; and


THENCE southerly along the
easterly side of Park Avenue, 197 feet 6 inches to the point or place of
BEGINNING.





Ground Lease


SUBORDINATION,

NON-DISTURBANCE AND ADORNMENT AGREEMENT 


ONE PARK AVENUE TENANT LLC 


Landlord


COTY INC. 

Tenant


ONE PARK AVENUE FEE LLC 

Superior Lessor


Premises:


Fourth and Fifth Floors 

One Park Avenue 

New York, New York


Record and Return to:


James J. Thomas, Esq. 

Windels, Marx, Davis & Ives 

156 West 56th Street 

New York, New York 10019





SUBORDINATION,

NON-DISTURBANCE AND ATTORNMENT AGREEMENT


          This
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT dated this 29th
day of October, 1999 among ONE PARK AVENUE TENANT LLC, a New York limited
liability company having an office c/o Argent Ventures LLC, 551 Fifth Avenue,
34th Floor, New York, New York 10176 (“Landlord”), COTY INC. a Delaware corporation with an
address at 1325 Avenue of the Americas, 34th Floor, New York, New York 10019,
(“Tenant”) and ONE PARK
AVENUE FEE LLC (“Superior Lessor”).



WITNESSETH:


          WHEREAS,
as of February 1, 1949, Metropolitan Life Insurance Company, as landlord, and
7878 Corporation, as tenant, entered into a lease as heretofore amended from
time to time, including, without limitation, that certain Amendment of Lease
dated November 10, 1998 between Superior Lessor and Landlord (the “Superior
Lease”)for the real property and improvements known as and located at One Park
Avenue, New York, New York as more particularly described on Exhibit A hereto
(the “Leased Property”);  


          WHEREAS,
Landlord and Tenant are parties to that certain Lease Agreement affecting a
portion of the Leased Property (such portion, the “Premises”) dated October 29,
1999 (the “Lease”);  


          WHEREAS,
as security for its obligations in respect of the Loan Landlord has assigned to
Lender all of Landlord’s right, title and interest in an to all existing and
future leases affecting the Mortgaged Property, including the Lease, and the
rents payable thereunder; 


          WHEREAS,
the Lease is subject and subordinate to the Superior Lease, and Tenant’s right,
title and interest in, to and under the Lease are subject and subordinate to
Superior Lessor’s right, title and interest in, to and under the Superior
Lease; 


          WHEREAS,
Tenant has requested that Superior Lessor give certain assurances that, subject
to the terms and conditions of this Agreement, Tenant’s possession of the
Premises will not be disturbed by reason of default under the Superior Lease; 


          WHEREAS,
Superior Lessor is only willing to provide such assurances to Tenant upon and
subject to the express terms and conditions of this Agreement; and 


          WHEREAS,
Superior Lessor and Landlord have agreed to execute and deliver this Agreement
to Tenant. 


          NOW,
THEREFORE, in consideration of the mutual premises herein contained, and for
other good and valuable consideration, the receipt and legal sufficiency of
which are hereby acknowledged, the parties hereto do mutually covenant and
agree as follows: 


	
  

 	
  

 
	
 1.

 	
 The Lease is and at all
 times hereafter shall be subject and subordinate in all respects to the
 Superior Lease and to all renewals, modifications, substitutions,
 consolidations and extensions thereof, and to all other future leases
 affecting the Leased Property held by Superior Lessor. The Superior Lessor
 hereby consents to the Lease.

 













	
  

 	
  

 
	
 2.

 	
 Any provision in the Lease
to the contrary notwithstanding, a notice by Tenant to Landlord of a default
under the Lease by Landlord, which default is of such a nature as to give
Tenant a right to terminate the Lease, to reduce the rent payable under the
Lease or to credit or offset against future rents, shall be effective only
if: (a) such notice is also given to Superior Lessor; and (b) Superior Lessor
shall not have cured or remedied such default by the later to occur of: (i)
30 days after Superior Lessor’s receipt of such notice; or (ii) 30 days after
the expiration of any applicable notice or grace period under the Lease;
provided, however, that if: (A) such default is not reasonably capable of
being cured within the applicable period; and (B) Superior Lessor shall
diligently proceed with its efforts to cure, Superior Lessor shall have a
reasonable additional period to cure such default. Superior Lessor shall have
the right, but not the obligation, to remedy or cure any such default.  

 
	
  

 	
  

 
	
 3.

 	
 So long as Tenant is not
 in default in the payment of rent, additional rent or other charges, or in
 the performance of any of the terms, covenants or conditions of the Lease,
 such default continuing beyond any applicable notice or grace period,
 Tenant’s occupancy of the Premises during the original or any renewal term of
 the Lease or any extension thereof shall not be disturbed by Superior Lessor
 by reason of default of the Superior Lease, or the exercise of any remedy
 available at law, in equity or under the Superior Lease. Superior Lessor will
 not join Tenant as a party defendant in any action or proceeding exercising
 Superior Lessor’s rights and remedies arising upon any default under the
 Mortgage unless applicable law requires Tenant to be made a party thereto as
 a condition to proceeding against Landlord or exercising such rights and
 remedies. In the latter case, Superior Lessor may join Tenant as a defendant
 in such action only for such purpose and not to terminate the Lease or
 otherwise adversely affect Tenant’s rights under the Lease or this Agreement
 in such action, and Tenant shall be entitled to occupy the Premises
 (including, to the extent Tenant has properly exercised its options under the
 Lease, the Extension Space, Option Space and Offering Space, as such terms
 are defined under the Lease), and enjoy all of its right and interest under
 the Lease for the full term thereof, including any extended or renewal term
 provided therein and properly exercised. 

 
	
  

 	
  

 
	
 4.

 	
 Superior Lessor’s receipt
 of the rents payable by Tenant under the Lease, pursuant to the Superior
 Lease or any assignment of the Lease, shall not obligate Superior Lessor to
 perform Landlord’s obligations under the Lease. Tenant shall make all
 payments under the Lease to Superior Lessor or its designee upon receipt of
 written notice that such right has accrued, and Tenant agrees not to prepay
 any sums payable by Tenant under the Lease. Superior Lessor’s receipt of such
 rent shall not relieve Landlord of its obligations under the Lease, and
 Tenant shall continue to look solely to Landlord for performance of such
 obligations. 

 
	
  

 	
  

 
	
 5.

 	
 Upon Superior Lessor’s
 succession to the rights of Landlord under the Lease, whether through
 possession, termination or cancellation of the Lease, surrender, assignment,
 judicial action, subletting, foreclosure, delivery of a deed in lieu of
 foreclosure or otherwise, Tenant will attorn to and recognize Superior Lessor
 as the landlord under the Lease, and Superior Lessor will accept such
 attornment and recognize Tenant’s rights of possession and use of the
 Premises in accordance with the terms of the Lease with the same force and
 effect as if the Lease was originally between Superior Lessor, as

 


2









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 landlord, and Tenant, as
 tenant, subject to Paragraph 6 of this Agreement, upon the then
 executory provisions of the Lease as it now exists or may hereafter be
 amended by an amendment thereof consented to in writing by the Landlord,
 Superior Lessor and Tenant, as the case may be. Without further evidence of
 such attornment and acceptance, Tenant shall be bound by, and shall comply
 with, each and every term, provision, covenant and obligation contained in
 the Lease on Tenant’s part to be performed. Except as specifically provided
 for in Paragraph 6(g) of this Agreement, nothing contained in this Agreement,
 or in any other instrument including, without limitation, the Lease, shall
 impose upon Superior Lessor an obligation to complete or renovate the
 Premises for the benefit of Tenant. Tenant’s agreement to attorn shall not be
 construed as amending Landlord’s obligations under the Lease. 

 
	
  

 	
  

 	
  

 	
  

 
	
 6.

 	
 Superior Lessor shall not
 in any way or to any extent be: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 liable for any act or
 omission of any prior landlord (including Landlord) in contravention of any
 provision of the Lease so long as Superior Lessor is not a Related Party of
 One Park Avenue Tenant LLC. For the purposes of this Agreement, “Related Party” shall mean with
 respect to any Person (as such term is defined in the Lease) any corporation,
 partnership, limited liability company or other entity which shall, and only for
 so long as such entity continues to, control, be under the control of or be
 under common control with such Person (the terms “control” and “controlling”
 as used with respect to a Related Party shall mean the power to direct or
 cause the direction of management and policy in an entity, whether through
 ownership of a majority interest in such entity, voting rights or otherwise; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 subject to any offset,
 claim or defense which Tenant might have against any prior landlord
 (including Landlord); 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 bound by any rent or
 additional rent which Tenant might have paid more than 30 days in advance to
 any prior landlord (including Landlord); 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 bound by any agreement,
 surrender or modification of the Lease or of any Lease guaranty made without
 Superior Lessor’s prior written consent or any termination thereof which is
 not in accordance with the terms of the Lease; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

 	
 in any way responsible for
 any security or other deposit which was delivered to Landlord, and not
 forfeited by Tenant, but which was not subsequently delivered to Superior
 Lessor so long as Superior Lessor is not a Related Party of One Park
 AvenueTenant LLC; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (f)

 	
 except as specifically
 provided for in Paragraph 6(g) of this Agreement, bound by any obligation to
 make any payment to Tenant which was required to be made to any prior
 Landlord; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (g)

 	
 bound by any obligation to
 perform any work or to make

 


3









	
  

 	
  

 
	
  

 	
 improvements to the
 Premises except for (i) repairs, restoration and maintenance to the Premises
 and/or the Building pursuant to the provisions of Article 4, (ii)
 repairs to the Premises or any part thereof as a result of damage by fire or
 other casualty pursuant to this Lease, but only to the extent that such
 repairs can be reasonably made from the proceeds of any insurance (net of
 collection, enforcement and other costs) actually made available to Superior
 Lessor and (iii) repairs to the Premises and/or the Building as a result of a
 partial condemnation pursuant to Article 11, but only to the extent
 that such repairs can be reasonably made from the proceeds of any award (net
 of collection, enforcement and other costs) actually made available to such
 Superior Lessor; (iv) Landlord’s Work set forth in Schedule D of the
 Lease, if Superior Lessor is a Related Party of One Park Avenue Tenant LLC,
 and (v) funding Landlord’s Contribution pursuant to the Lease, if Lender is a
 Related Party of One Park Avenue Tenant LLC. 

 



Notwithstanding the
provisions of Paragraph 6(f) and Paragraph 6(g)(v), if a Lender
that is not a Related Party of One Park Avenue Tenant LLC succeeds to the
interest of the Landlord under the Lease and has not agreed in writing to fund
all or any portion of Landlord’s Contribution pursuant to the Lease within
sixty (60) days after receipt of either (x) a notice from Tenant after such
Lender succeeds to the interest of the Landlord under the Lease of any prior
failure of Landlord to fund Landlord’s Contribution or any portion thereof
under Section 41.1(B) of the Lease (together with copies of all
requisitions for such disbursement(s) required under Section 41.1(B) of
the Lease which Landlord so failed to fund) or (y) a requisition for disbursement of Landlord’s Contribution
under Section 41.1(B) of the Lease after such Lender succeeds to the interest
of Landlord under the Lease, as the case may be, and/or thereafter does not
promptly so fund, a right of offset against such Lender shall be available with
respect to Landlord’s Contribution or portion thereof not funded, provided,
that (a) with respect to Landlord’s Contribution or portion thereof not funded
due to Landlord’s failure to disburse Landlord’s Contribution prior to such
Lender’s succession to the interest of Landlord (i) Tenant shall have sent
Landlord any notice required under the Lease related thereto, (ii) Tenant shall
have notified Lender of Landlord’s failure to disburse Landlord’s Contribution
no later than five (5) days (time being of the essence) after Landlord’s
failure to fund Tenant’s requisition for disbursement of Landlord’s
Contribution as required under Section 41.1(B) of the Lease and (iii)
Tenant is entitled to reimbursement for the amounts set forth in such
requisition and is not otherwise in default under the Lease and (b) with
respect to Landlord’s Contribution or portion thereof that has not been
previously requested of any Landlord prior to such Lender and that such Lender
has not agreed to fund and/or has not funded after such Lender’s succession to
the interest of Landlord, Tenant is entitled to reimbursement for the amounts
set forth in such requisition (it being understood that Tenant shall still be
required to submit requisitions as provided under Section 41.1(B) of the
Lease) and is not otherwise in default under the Lease. 


	
  

 	
  

 
	
 7.

 	
 If Superior Lessor or its
 designee acquires title to the Leased Property as a result of default of the
 Superior Lease, or by obtaining control of the Premises pursuant to the
 remedies available to Superior Lessor at law, in equity, under the Superior
 Lease, or otherwise, Tenant shall have no recourse to any assets of Superior
 Lessor or such designee for any act or omission of Superior Lessor or such
 designee in contravention of any provision of the Lease except with respect
 to the Superior Lessor’s interest in the 

 


4









	
  

 	
  

 
	
  

 	
 Leased Property. Superior
 Lessor’s acquisition of title to or control of the Leased Property, or the
 performance by Superior Lessor of any of the obligations of Landlord under
 the Lease, shall in no event be construed as an assumption of the Lease by
 Superior Lessor. Upon Superior Lessor’s or its designee’s acquisition of
 title to the Leased Property, the Lease shall be deemed automatically
 modified to include the provisions contained herein notwithstanding any other
 provisions of the Lease. 

 
	
  

 	
  

 
	
 8.

 	
 Tenant shall execute such
 other documents as Superior Lessor, in its reasonable discretion, may deem
 necessary or appropriate to evidence the subordination of the Lease to the
 Superior Lease; provided, however, that such documents neither
 conflict with the provisions of this Agreement nor materially adversely
 affect the parties’ rights or obligations under the Lease. 

 
	
  

 	
  

 
	
 9.

 	
 Any notice, demand,
 statement, request or consent given or made hereunder shall be in writing and
 shall be deemed given on the next business day if sent by Federal Express or
 other reputable overnight courier and designated for next business day
 delivery, or on the third day following the day such notice is deposited with
 the United States postal service first class certified mail, return receipt
 requested, addressed to the addresses as set forth below, of the party to
 whom such notice is to be given, or to such other address or additional party
 as Landlord, Tenant or Superior Lessor, as the case may be, shall in like
 manner designate in writing. 

 






	
  

 	
  

 	
  

 
	
  

 	
 Copies of notices to
 Landlord to: 

 
	
  

 	
 One Park Avenue Tenant LLC
 

 
	
  

 	
 c/o Argent Ventures LLC 

 
	
  

 	
 551 Fifth Avenue - 34th
 Floor 

 
	
  

 	
 New York, NY 10176 

 
	
  

 	
  

 	
  

 
	
  

 	
 With a copy to: 

 
	
  

 	
 Squadron, Ellenoff,
 Plesent & Sheinfeld, LLP 

 
	
  

 	
 551 Fifth Avenue 

 
	
  

 	
 New York, New York 10176 

 
	
  

 	
 Attention: Alan Katz, Esq.
 

 
	
  

 	
  

 	
  

 
	
  

 	
 Copies of notice to Tenant
 to: 

 
	
  

 	
 Coty Inc. 

 
	
  

 	
 1325 Avenue of the
 Americas 

 
	
  

 	
 34th Floor 

 
	
  

 	
 New York, New York 10019 

 
	
  

 	
 Attention:

 	
 Mr. Steven Ford 

 
	
  

 	
  

 	
 Mr. Frank Suozzi 

 
	
  

 	
  

 	
  

 
	
  

 	
 With a copy to: 

 
	
  

 	
 Davis Polk & Wardwell 

 
	
  

 	
 450 Lexington Avenue 

 
	
  

 	
 New York, New York 10017 

 
	
  

 	
 Attention: Thomas Patrick
 Dore, Jr., Esq.

 


5









	
  

 	
  

 
	
  

 	
 Copies of notice to
 Superior Lessor to: 

 
	
  

 	
 One Park Avenue Fee LLC 

 
	
  

 	
 c/o Property Asset
 Management Inc. 

 
	
  

 	
 3 World Financial Center -
 12th Floor 

 
	
  

 	
 New York, New York 10285 

 
	
  

 	
 Attention: Marguerite M.
 Brogan 

 
	
  

 	
  

 
	
  

 	
 With a copy to: 

 
	
  

 	
 Windels, Marx, Davis &
 Ives 

 
	
  

 	
 156 West 56th Street 

 
	
  

 	
 New York, New York 

 
	
  

 	
 10019 Attention: James J.
 Thomas, Esq. 

 
	
  

 	
  

 
	
  

 	
 With an Additional Copy
 to: 

 
	
  

 	
 Hatfield Philips Inc. 

 
	
  

 	
 285 Peachtree Center
 Avenue 

 
	
  

 	
 Marquis Two Tower, Suite
 2300 

 
	
  

 	
 Atlanta, Georgia 30303 

 
	
  

 	
 Attention: Mr. Robert Hyla
 

 






	
  

 	
  

 
	
 10.

 	
 This Agreement shall be
 binding upon and shall inure to the parties, their respective heirs,
 successors and assigns (including without limitation, any successor owner of
 the Superior Lessor’s interest in the Superior Lease). 

 
	
  

 	
  

 
	
 11.

 	
 This Agreement shall be
 governed by, and construed in accordance with the laws of the State in which
 the Leased Property is located, without giving effect to conflict of laws,
 principles or otherwise. 

 
	
  

 	
  

 
	
 12.

 	
 This Agreement may be
 executed in any number of counterparts and each such duplicate original shall
 be deemed to be an original. 

 
	
  

 	
  

 
	
 13.

 	
 This Agreement may not be
 changed, amended or modified in any manner other than by an agreement in
 writing specifically referring to this Agreement and executed by the parties
 hereto. 

 


REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


6





          IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written. 


	
  

 	
  

 	
  

 
	
 LANDLORD:

 	
 ONE PARK AVENUE TENANT
 LLC,

 
	
  

 	
 a New York limited
 liability company

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/Andrew Penson

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Andrew Penson

 
	
  

 	
  

 	
 Title: Authorized
 Signatory

 
	
  

 	
  

 	
  

 
	
 SUPERIOR

 	
 ONE PARK AVENUE FEE LLC

 
	
 LESSOR:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 
	
  

 	
  

 	
  

 
	
 TENANT:

 	
 COTY INC., a Delaware
 corporation

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Francis X. Suozzi

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:Francis X Suozzi

 
	
  

 	
  

 	
 Title: Senior Vice
 President: Finance

 









          IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written. 


	
  

 	
  

 	
  

 
	
 LANDLORD:

 	
 ONE PARK AVENUE TENANT
 LLC,

 
	
  

 	
 a New York limited
 liability company

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 
	
  

 	
  

 	
  

 
	
 SUPERIOR

 	
 ONE PARK AVENUE FEE LLC

 
	
 LESSOR:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Marguerite M. Brogan

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Marguerite M Brogan

 
	
  

 	
  

 	
 Title: Authorized
 Signatory

 
	
  

 	
  

 	
  

 
	
 TENANT:

 	
 COTY INC., a Delaware
 corporation

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 











	
  

 	
  

 	
  

 
	
 STATE OF NEW
 YORK

 	
 )

 	
  

 
	
  

 	
 )

 	
 SS.

 
	
 COUNTY OF
 NEW YORK

 	
 )

 	
  

 




          On
the 29th day of October in the year 1999 before me, the under signed, personally
appeared Andrew Penson personally known to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.


	
  

 	
  

 
	
  

 	
 /s/ Dianna L. Oppegard

 
	
  

 	
 DIANNA L. OPPEGARD

 
	
  

 	
 Notary Public, State of
 New York

 
	
  

 	
 No. 24-4748622

 
	
  

 	
 Qualified in Kings County

 
	
  

 	
 Commission Expires August
 31, 2001

 






	
  

 	
  

 	
  

 
	
 STATE OF NEW
 YORK

 	
 )

 	
  

 
	
  

 	
 )

 	
 SS.

 
	
 COUNTY OF
 NEW YORK)

 	
  

 	
  

 


          On
the 29th day of October in the year 1999 before me, the under signed, personally
appeared Francis X. Suozzi personally
known to me on the basis of satisfactory evidence to be the individual(s) whose
name(s) is (are) subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their capacity(ies), and that by
his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the
instrument.


	
  

 	
  

 	
  

 
	
 STATE OF NEW
 YORK

 	
 )

 	
  

 
	
  

 	
 )

 	
 SS.

 
	
 COUNTY OF
 NEW YORK)

 	
  

 	
  

 


On the _______
day of __________ in the year _____________ before me, the
under signed, personally appeared ____________ personally known to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their capacity(ies), and that by his/her/their signature(s) on
the instrument, the individual(s), or the
person upon behalf of which the individual(s) acted, executed the instrument.



	
  

 	
  

 
	
  

 	
 /s/ Tanika Federico

 
	
  

 	
 TANIKA FEDERICO

 
	
  

 	
 Notary Public, State of
 New York

 
	
  

 	
 No. 41-4990703

 
	
  

 	
 Qualified in Queens County

 
	
  

 	
 Commission
 Expires January 13, 2000

 













	
  

 	
  

 	
  

 
	
 STATE OF NEW
 YORK

 	
 )

 	
  

 
	
  

 	
 )

 	
 SS.

 
	
 COUNTY OF
 NEW YORK

 	
 )

 	
  

 



          On
the _______ day of __________ in the year _____________ before me, the under signed, personally
appeared ____________ personally
known to me on the basis of satisfactory evidence to be the individual(s) whose
name(s) is (are) subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their capacity(ies), and that by
his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the
instrument.


	
  

 	
  

 	
  

 
	
 STATE OF NEW
 YORK

 	
 )

 	
  

 
	
  

 	
 )

 	
 SS.

 
	
 COUNTY OF
 NEW YORK)

 	
  

 	
  

 


          On
the _29th day of October in the year 1999 before me,
the under signed, personally appeared Marguerite M. Brogan personally
known to me on the basis of satisfactory evidence to be the individual(s) whose
name(s) is (are) subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their capacity(ies), and that by
his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the
instrument.


	
  

 	
  

 
	
  

 	
 /s/ ILLEGIBLE

 






	
  

 	
  

 	
  

 
	
 STATE OF NEW
 YORK

 	
 )

 	
  

 
	
  

 	
 )

 	
 SS.

 
	
 COUNTY OF
 NEW YORK)

 	
  

 	
  

 



On the _______
day of __________ in the year _____________ before me, the
under signed, personally appeared ____________ personally known to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their capacity(ies), and that by his/her/their signature(s) on
the instrument, the individual(s), or the
person upon behalf of which the individual(s) acted, executed the instrument..







EXHIBIT A


Legal Description





Exhibit
A


Premises


ALL that
certain plot, piece or parcel of land, situate, lying, and being in the Borough
of Manhattan, City, County and State of New York, bounded and described as
follows:


BEGINNING at
the corner formed by the intersection of the northerly side of 32nd Street and
the easterly side of Park Avenue;


THENCE
easterly along the northerly side of 32nd Street, 230 feet;


THENCE
northerly parallel with Lexington Avenue, 197 feet 6 inches to the southerly
side of 33rd Street;


THENCE
westerly along the southerly side of 33rd Street 230 feet to its intersection
with the easterly side of Park Avenue; and


THENCE
southerly along the easterly side of Park Avenue, 197 feet 6 inches to the
point or place of BEGINNING.





SCHEDULE G-2


SUBORDINATION. NON-DISTURBANCE AND ATTORNMENT
AGREEMENT

(CDC MORTGAGE CAPITAL INC.)


G-2





SCHEDULE G-2


SUBORDINATION,
ATTORNMENT AND NON-DISTURBANCE AGREEMENT


          THIS
SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE AGREEMENT (“Agreement”) is entered into as of
October __, 1999 the (“Effective Date”) by and between CDC MORTGAGE CAPITAL INC., a New York corporation
(the ‘‘Mortgagee”) and COTY INC., a Delaware corporation (hereinafter,
the “Tenant”), with reference to the following facts:


          A.
ONE PARK AVENUE TENANT LLC, a New York limited liability company, whose address
is c/o Argent Ventures LLC, 551 Fifth Avenue, 34th Floor, New York, New York
10176 (the “Landlord”) owns fee simple title or a leasehold interest in
the real property described in Exhibit “A” attached hereto (the “Property”).


          B.
Mortgagee intends to make a loan to Landlord in the original principal amount
of ONE HUNDRED AND TWENTY FIVE MILLION DOLLARS ($125,000,000) (the “Loan”).


          C.
To secure the Loan, Landlord intends to encumber the Property by entering into
that certain Amended and Restated Mortgage, Assignment of Leases and Rents, and
Security Agreement to be dated _____________, 1999 in favor of Mortgagee (as
amended, increased, renewed, extended, spread, consolidated, severed, restated,
or otherwise changed from time to time, the “Mortgage”) to be recorded
in the Recorder’s Office in and for the County of New York, State of New York.


          D.
Pursuant to the Lease effective ____________________, 1999 (the “Lease”),
Landlord demised to Tenant a portion of the Property consisting of the
following (the “Leased Premises”): The entire Fourth and Fifth Floors.


          E.
Tenant and Mortgagee desire to agree upon the relative priorities of their
interests in the Property and their rights and obligations if certain events
occur.


          NOW,
THEREFORE, for good and sufficient consideration, Tenant and Mortgagee agree:


1. Definitions. The
following terms shall have the following meanings for purposes of this
Agreement.


          a.
Foreclosure Event. A “Foreclosure
Event” means: (i) foreclosure under the Mortgage; (ii) any other exercise
by Mortgagee or its successor, designee or nominee of rights and remedies
(whether under the Mortgage or under applicable law, including bankruptcy law)
as holder of the Loan and/or the Mortgage, as a result of which a Successor
Landlord becomes owner of the Property; or (iii) delivery by Landlord to
Mortgagee (or its designee or nominee) of a deed or other conveyance of
Landlord’s interest in the Property in lieu of any of the foregoing.





          b.
Former Landlord. A “Former
Landlord” means Landlord and any other party that was landlord under the
Lease at any time before the occurrence of any attornment under this Agreement.


          c.
Offset Right. An “Offset
Right” means any right or alleged right of Tenant to any offset, defense
(other than one arising from actual payment and performance, which payment and
performance would bind a Successor Landlord pursuant to this Agreement), claim,
counterclaim, reduction, deduction, or abatement against Tenant’s payment of
Rent or performance of Tenant’s other obligations under the Lease, arising
(whether under the Lease or under applicable law) from Landlord’s breach or
default under the Lease.


          d.
Rent. The “Rent” means any fixed rent, base
rent or additional rent under the Lease.


          e.
Successor
Landlord. A “Successor
Landlord” means any party that becomes owner of the Property as the result
of a Foreclosure Event.


          f.
Termination
Right.
A “Termination Right”
means any right of Tenant to cancel or terminate the Lease or to claim a
partial or total eviction arising (whether under the Lease or under applicable
law) from Landlord’s breach or default under the Lease.


          g.
Other
Capitalized Terms. If the
initial letter of any other term used in this Agreement is capitalized and no
separate definition is contained in this Agreement, then such term shall have
the same respective definition as set forth in the Lease.


2. Subordination. The Lease shall
be, and shall at all times remain, subject and subordinate to the terms of the
Mortgage, the lien imposed by the Mortgage, and all advances made under the
Mortgage. Mortgagee hereby consents to the Lease.


3. Nondisturbance,
Recognition and Attornment.


          a.
No
Exercise of Mortgage Remedies Against Tenant. So long as the Tenant is not in default under
the Lease beyond any applicable grace or cure periods (an “Event of Default”),
Mortgagee shall not name or join Tenant as a defendant in any exercise of
Mortgagee’s rights and remedies arising upon a default under the Mortgage
unless applicable law requires Tenant to be made a party thereto as a condition
to proceeding against Landlord or prosecuting such rights and remedies. In the
latter case, Mortgagee may join Tenant as a defendant in such action only for
such purpose and not to terminate the Lease or otherwise adversely affect
Tenant’s rights under the Lease or this Agreement in such action.


          b.
Nondisturbance
and Attornment. If an
Event of Default by Tenant is not then continuing, then, when Successor
Landlord takes title to the Property: (i) Successor Landlord shall not
terminate or disturb Tenant’s possession of the Leased Premises under the
Lease, except in accordance with the terms of the Lease and this Agreement;
(ii) Successor Landlord shall be bound to Tenant under all the terms and
conditions of the Lease with the same force and effect as if the


2





          Lease was
originally between Successor Landlord, as landlord, and Tenant, as tenant, upon
the then-executory provisions of the Lease as it now exists or may hereafter be
amended by an amendment consented to by Successor Landlord (except as provided
in this Agreement, including, subject to Paragraph 4 hereinbelow); (iii) Tenant
shall recognize and attorn to Successor Landlord as Tenant’s direct landlord
under the Lease as affected by this Agreement; (iv) Successor Landlord shall
recognize and accept the Tenant as its direct tenant and shall recognize and
accept the rights of the Tenant under the Lease; (v) the Lease shall continue
in full force and effect as a direct lease, in accordance with its terms
(except as provided in this Agreement), between Successor Landlord and Tenant;
and (vi) subject to the provisions hereof, Tenant shall be entitled to occupy
the Leased Premises, including any Extension Space, Option Space or Offering
Space (as such terms are defined in the Lease) as provided in the Lease. Tenant
acknowledges notice of the Mortgage and assignment of rents, leases and profits
from the Landlord to the Mortgagee. Tenant agrees to continue making payments
of rents and other amounts owed by Tenant under the Lease to the Landlord and
to otherwise recognize the rights of Landlord under the Lease until notified
otherwise in writing by the Mortgagee (as provided in the Mortgage), and after
receipt of such notice the Tenant agrees thereafter to make all such payments
to the Mortgagee, without any further inquiry on the part of the Tenant, and
Landlord consents to the foregoing.


          c.
Further
Documentation. The
provisions of this Article 3 shall be effective and self-operative without any
need for Successor Landlord or Tenant to execute any further documents. Tenant
and Successor Landlord shall, however, confirm the provisions of this Article
3 in writing upon request by either of them within ten (10) days of such
request.


4. Protection
of Successor Landlord. Notwithstanding anything to the contrary
in the Lease or the Mortgage, Successor Landlord shall not be liable for or
bound by any of the following matters:


          a.
Claims
Against Former Landlord. Any Offset Right that Tenant may have
against any Former Landlord relating to any event or occurrence before the date
of attornment, including any claim for damages of any kind whatsoever as the
result of any breach by Former Landlord that occurred before the date of
attornment, except with respect to any amounts due Tenant pursuant to Article
41 of the Lease.


          b.
Prepayments. Any payment of Rent that Tenant may have made
to Former Landlord more than thirty (30) days before the date such Rent was
first due and payable under the Lease with respect to any period after the date
of attornment other than, and only to the extent that, the Lease expressly
required such a prepayment.


          c.
Payment;
Security Deposit. Any
obligation: (i) to pay Tenant any sum(s) that any Former Landlord owed to
Tenant unless such sums, if any, shall have been delivered to Mortgagee by way
of an assumption of escrow accounts or otherwise excepting any obligation to
fund any remaining portion of Landlord’s Contribution pursuant to Article 41 of
the Lease; (ii) with respect to any security deposited with Former
Landlord, unless such security was actually delivered to Mortgagee; or (iii) to
reconstruct or repair improvements following a fire, casualty or condemnation.


3





          d.
Modification,
Amendment or Waiver. Any
modification or amendment of the Lease, or any waiver of the terms of the
Lease, made without Mortgagee’s written consent.


          e.
Surrender,
Etc. Any consensual or negotiated surrender, cancellation, or
termination of the Lease, in whole or in part, agreed upon between Landlord and
Tenant, unless effected unilaterally by Tenant pursuant to the express terms of
the Lease.


5. Exculpation of Successor Landlord. Notwithstanding
anything to the contrary in this Agreement or the Lease, upon any attornment
pursuant to this Agreement, the Lease shall be deemed to have been
automatically amended to provide that Successor Landlord’s obligations and
liability under the Lease shall never extend beyond Successor Landlord’s (or
its successors’ or assigns’) interest, if any, in the Leased Premises from time
to time, including insurance and condemnation proceeds, security deposits,
escrows, Successor Landlord’s interest in the Lease, and the proceeds from any
sale, lease or other disposition of the Property (or any portion thereof) by
Successor Landlord (collectively, the “Successor Landlord’s Interest”).
Tenant shall look exclusively to Successor Landlord’s Interest (or that of its
successors and assigns) for payment or discharge of any obligations of
Successor Landlord under the Lease as affected by this Agreement. If Tenant obtains any money judgment against Successor Landlord with
respect to the Lease or the relationship between Successor Landlord and Tenant,
then Tenant shall look solely to Successor Landlord’s Interest (or that of its
successors and assigns) to collect such judgment. Tenant shall not collect or
attempt to collect any such judgment out of any other assets of Successor
Landlord.


6. Mortgagee’s Right to Cure. Notwithstanding anything to the contrary in
the Lease or this Agreement, before exercising any Termination Right:


          a.
Notice
to Mortgagee. Tenant shall provide Mortgagee with notice of the
breach or default by Landlord giving rise to same (the “Default Notice”)
and, thereafter, the opportunity to cure such breach or default as provided for
below.


          b.
Mortgagee’s
Cure Period. After Mortgagee
receives a Default Notice, Mortgagee shall have a period of thirty (30) days in which to cure the breach or default by Landlord. Mortgagee
shall have no obligation to cure (and shall have no liability or obligation for
not curing) any breach or default by Landlord, except to the extent that
Mortgagee agrees or undertakes otherwise in writing. In addition, as to any
breach or default by Landlord the cure of which requires possession and control
of the Property, provided only that Mortgagee undertakes to Tenant by written
notice to Tenant within fifteen (15) days after receipt of the Default Notice
to exercise reasonable efforts to cure or cause to be cured by a receiver such
breach or default within the period permitted by this paragraph, Mortgagee’s
cure period shall continue for such additional time (the “Extended Cure
Period”) as Mortgagee may reasonably require to either: (i) obtain
possession and control of the Property with due diligence and thereafter cure
the breach or default with reasonable diligence and continuity; or (ii) obtain
the appointment of a receiver and give such receiver a reasonable period of
time in which to cure the default.


4





7. Miscellaneous.


          a.
Notices. Any notice or request given or demand made
under this Agreement by one party to the other shall be in writing, and may be
given or be served by hand delivered personal service, or by depositing the
same with a reliable overnight courier service or by deposit in the United
States mail. postpaid, registered or certified mail. and addressed to the party
to be notified, with return receipt requested or by telefax transmission. with
the original machine-generated transmit confirmation report as evidence of
transmission. Notice deposited in the mail in the manner hereinabove described
shall be effective from and after the expiration of three (3) days after it is
so deposited; however, delivery by overnight courier service shall be deemed effective on the next succeeding
business day after it is so deposited and notice by personal service or telefax
transmission shall be deemed effective when delivered to its addressee or within two (2) hours after its transmission unless given
after 3:00 p.m. on a business day. in which case it shall be deemed effective
at 9:00 a.m. on the next business day. For purposes of notice, the addresses
and telefax number of the parties shall. until changed as herein provided, be
as follows:


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 i.

 	
 If to the Mortgagee, at:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 CDC Mortgage Capital Inc.

 
	
  

 	
  

 	
 9 West 57th Street

 
	
  

 	
  

 	
 New York, New York 10019

 
	
  

 	
  

 	
 Attn: Gary DiGiuseppe

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Telecopy No.: (212) 891-5777

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 With a copy to:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Kaye, Scholer, Fierman,
 Hays & Handler. LLP

 
	
  

 	
  

 	
 425 Park Avenue

 
	
  

 	
  

 	
 New York. New York 10022

 
	
  

 	
  

 	
 Attn: Stephen Gliatta,
 Esq.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Telecopy No.: (212)
 836-7156

 
	
  

 	
  

 	
  

 
	
  

 	
 ii.

 	
 If to the Tenant, at:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Coty Inc.

 
	
  

 	
  

 	
 1325 Avenue of the
 Americas

 
	
  

 	
  

 	
 34th Floor

 
	
  

 	
  

 	
 New York, New York 10019

 
	
  

 	
  

 	
 Attention: 

 	
 Mr. Steven Ford

 
	
  

 	
  

 	
  

 	
 Mr. Frank Suozzi

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Telecopy No.: (212)
 479-4383

 


5










	
  

 	
  

 	
  

 
	
  

 	
  

 	
 With a copy to:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Davis Polk & Wardwell

 
	
  

 	
  

 	
 450 Lexington Avenue

 
	
  

 	
  

 	
 New York, New York 10017

 
	
  

 	
  

 	
 Attn: Thomas Patrick Dore,
 Jr., Esq.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Telecopy No.: (212) 450-5738

 


          b.
Successors
and Assigns. This Agreement shall bind and benefit the parties, their successors and assigns, any Successor Landlord, and its successors and assigns.
If Mortgagee assigns the
Mortgage, then upon delivery to Tenant
of written notice thereof accompanied by the assignee’s written assumption of
all obligations under this Agreement, all liability of the assignor shall
terminate. If Tenant consists of more than one person or
entity, the representations, warranties, covenants and obligations of such persons and entities hereunder shall be joint and several. A separate action may be brought or prosecuted against any
such person or entity comprising Tenant, regardless of whether the action is
brought or prosecuted against the other persons or entities comprising Tenant,
or whether such persons or entities are joined in the action. Mortgagee may compromise or settle with anyone or more of the persons or entities
comprising Tenant for such sums, if any, as it may see fit and may in its
discretion release anyone or more of such persons or entities from any further
liability to Mortgagee without impairing, affecting or releasing the right of Mortgagee to proceed against any one or more of the persons or
entities not so released.


          c.
Entire
Agreement. This Agreement constitutes the entire
agreement between Mortgagee and Tenant regarding the subordination of the Lease
to the Mortgage and the rights and obligations of Tenant and Mortgagee as to
the subject matter of this Agreement.


          d.
Interaction
with
Lease
and with Mortgage. If
this Agreement conflicts with the Lease, then this Agreement shall govern as
between the parties and any Successor Landlord, including upon any attornment
pursuant to this Agreement. This Agreement supersedes. and
constitutes full compliance with, any provisions in the Lease that provide for
subordination of the Lease to, or for delivery of nondisturbance agreements by
the holder of, the Mortgage.


          e.
Mortgagee’s
Rights and Obligations. Except as expressly provided for in this
Agreement, Mortgagee
shall have no obligations to Tenant with respect to the Lease. If an attornment
occurs between Successor Landlord and Tenant pursuant to this Agreement, then
all rights and obligations of Mortgagee under this Agreement shall terminate,
without thereby affecting in any way the rights and obligations of Successor
Landlord provided for in this Agreement.


          f.
Interpretation;
Governing
Law. The interpretation, validity and enforcement
of this Agreement shall be governed by and construed under the internal laws of
the State in which the Leased Premises are located,
excluding such State’s principles of conflict of laws.


6





          g.
Amendments.
This Agreement may be amended, discharged or terminated, or any of its
provisions waived, only by a written instrument executed by the party to be
charged.


          h.
Due
Authorization. Tenant represents to Mortgagee that it has full
authority to enter into this Agreement, which has been duly authorized by all
necessary actions. Mortgagee represents to Tenant that it has full authority to
enter into this Agreement, which has been duly authorized by all necessary
actions.


          i.
Execution. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.


[THIS SPACE INTENTIONALLY LEFT BLANK]


7





IN WITNESS
WHEREOF, the Mortgagee and Tenant have caused this Agreement to be executed as
of the date first above written.


	
  

 	
  

 	
  

 
	
  

 	
 MORTGAGEE:

 
	
  

 	
  

 	
  

 
	
  

 	
 CDC Mortgage
 Capital Inc.

 
	
  

 	
 a New York
 corporation

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 
	
  

 	
  

 	
  

 
	
  

 	
 TENANT:

 
	
  

 	
  

 	
  

 
	
  

 	
 COTY INC., a
 Delaware corporation

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 


8





LANDLORD’S
CONSENT


          Landlord consents and agrees
to the foregoing Agreement, which was entered into at Landlord’s request. The
foregoing Agreement shall not alter, waive or diminish any of Landlord’s
obligations under the Mortgage or the Lease. The above Agreement discharges any
obligations of Mortgagee under the Mortgage and related loan documents to enter
into a nondisturbance agreement with Tenant. Landlord is not a party to the
above Agreement.


	
  

 	
  

 	
  

 
	
  

 	
 LANDLORD:

 
	
  

 	
  

 	
  

 
	
  

 	
 ONE PARK
 AVENUE TENANT LLC,

 
	
  

 	
 a New York
 limited liability company

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 



Dated:
__________________, 1999


9





MORTGAGEE’S
ACKNOWLEDGEMENT


	
  

 	
  

 
	
 STATE OF NEW
 YORK

 	
 )

 
	
  

 	
 :ss.

 
	
 COUNTY OF
 NEW YORK

 	
 )

 



          On
the ____ day of __________________, in the year _____________, before me, the
undersigned, personally appeared ______________________________, personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual(s) whose name(s) is (are) subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that by his/her/their signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument.


          IN
WITNESS WHEREOF, I hereunto set my hand and official seal.


	
  

 	
  

 
	
  

 	

 


 
	
  

 	
 Notary
 Public

 
	
 (NOTARIAL
 SEAL)

 	
  

 
	
  

 	
 My
 Commission Expires:

 


10





TENANT’S ACKNOWLEDGMENT


	
  

 	
  

 
	
 STATE OF NEW
 YORK

 	
 )

 
	
  

 	
 :ss.

 
	
 COUNTY OF
 NEW YORK

 	
 )

 


          On
the ____ day of ________________, in the year _________________, before me, the
undersigned, personally appeared, personally known to me or proved to me on the
basis of satisfactory evidence to be the individual(s) whose name(s) is (are)
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their capacity(ies), and that by his/her/their
signature(s) on the instrument, the individual(s), or the person upon behalf of
which the individual(s) acted, executed the instrument.


          IN
WITNESS WHEREOF, I hereunto set my hand and official seal.


	
  

 	
  

 
	
  

 	

 


 
	
  

 	
 Notary
 Public

 
	
 (NOTARIAL
 SEAL)

 	
  

 
	
  

 	
 My
 Commission Expires:

 


11






LIST OF EXHIBITS


          If
any exhibit is not attached hereto at the time of execution of this Agreement,
it may thereafter be attached by written agreement of the parties, evidenced by
initialing said exhibit.


          Exhibit
“A” - Legal Description of the Land


12





SCHEDULE H


CONSTRUCTION STANDARDS


H-1





SCHEDULE H


MINIMUM
CONSTRUCTION STANDARDS


	
  

 	
  

 
	
 1.

 	
 Vertical Window Blinds or Solar Shades

 
	
  

 	
  

 
	
 a)

 	
 Window
 blinds shall be Graber 0-85 Dura-Vue Track, PVC vertical vanes, 31⁄2” wide, white.

 
	
  

 	
  

 
	
 b)

 	
 All windows must have
 Building Standard blinds or Solar Shades next to the glass. Tenant supplied
 drapes and curtains must be placed on the Tenant side of the blinds or Solar
 Shades and shall not interfere with the operation of the peripheral heating
 system.

 
	
  

 	
  

 
	
 c)

 	
 No nail or screw holes are
 permitted in the window mullion system.

 
	
  

 	
  

 
	
 2.

 	
 Doors and Hardware

 
	
  

 	
  

 
	
 a)

 	
 All corridor doors shall
 be 1 3/4” thick solid core wood full height with hardwood cherry face veneers
 and shall be DPC-l “Timberland Core” by Weyerhaeuser, or equal with
 transparent finish matching Halcon Wood finish #CHIIS4, Light Cherry; sample
 is available from the Owner’s Representative. All interior doors shall be
 13/4” thick solid core wood full height.

 
	
  

 	
  

 
	
 b)

 	
 Door frames in corridors
 shall be painted 16 gauge welded hollow metal. Use of knockdown door frames
 is not permitted in the corridors. but may be used within Tenant’s space if
 no fire-rating is required.

 
	
  

 	
  

 
	
 c)

 	
 Corridor doors and frames
 shall be fire rated and furnished with BSA labels.

 
	
  

 	
  

 
	
 d)

 	
 Locks shall be keyed and
 master-keyed to conform to Building Management’s requirements.

 
	
  

 	
  

 
	
 3.

 	
 Ceilings

 
	
  

 	
  

 
	
 a)

 	
 Acoustical
 tile for suspended ceilings shall be light colored; dark hues are not
 permitted. Minimum ceiling height shall be 8’6” high from top of slab.

 
	
  

 	
  

 
	
 b)

 	
 Ceiling
 suspension system shall be exposed tee suspension system equal to Armstrong Silhouette 9/16” Bolt-Slot system, intermediate duty. All system supporting components
 shall conform to New York City Code requirements. Ceiling tiles shall be 2’x2’
 grid size.

 
	
  

 	
  

 
	
 4.

 	
 Drywall 

 
	
  

 	
  

 
	
 a)

 	
 Stud size
 shall be either 2 1/2” or 3 5/8” installed on 16” centers or of size and/or
 spacing as code requirements dictate. Studs shall run from floor to slab
 above. All demising partitions shall conform to NYC code requirement and have
 sound attenuation blankets.

 









MINIMUM CONSTRUCTION STANDARDS (continued)


	
  

 	
  

 
	
 b)

 	
 Wallboard
 shall be 5/8” thick throughout (Fireside type where required) and installed
 vertically without horizontal joints. Long edges shall be tapered on the face
 side. Wallboard shall extend 4” minimum above finished ceilings if it does
 not extend to the slab above. Provide two diagonal braces to slab above at
 corridor door openings and on long runs (in excess of 20”-0”) of straight
 corridor partitions.

 
	
  

 	
  

 
	
 c)

 	
 Provide
 double studs at both jambs of corridor door frames with a header runner at
 top of door frames. Studs at corridor doorjambs and on tops of door frames
 must be screwed to runners at tops and bottoms, both sides. Wallboard at
 corridor jambs shall be screwed to each stud of the double stud arrangements.

 
	
  

 	
  

 
	
 d)

 	
 Walls
 abutting mullions shall have wallboard terminate in metal trim fastened to
 terminal stud only, not to window glazing beads.

 
	
  

 	
  

 
	
 e)

 	
 For slab to
 slab corridor partitions, apply tape and at least one coat of compound to
 joints above the ceiling line on both sides of wall.

 
	
  

 	
  

 
	
 5.

 	
 Heating Ventilating and Air Conditioning

 
	
  

 	
  

 
	
 a)

 	
 All
 automatic temperature controls will be Delta Direct Digital Controls (DDC)
 compatible with the base Building system installed by the Building’s BMS
 contractor.

 
	
  

 	
  

 
	
 b)

 	
 All interior
 zone air distribution will be Variable Air Volume (VAV). Equipped with
 Building standard Delta DDC Controls.

 
	
  

 	
  

 
	
 c)

 	
 Provide test
 taps/points at all VAV boxes.

 
	
  

 	
  

 
	
 d)

 	
 All
 connections to the condenser water system for supplemental cooling must be
 provided with temperature and pressure gauges at the supply and return
 connections. When connecting supplemental system to the Building condenser
 water risers, wet taps are required.

 
	
  

 	
  

 
	
 e)

 	
 Supplemental
 condenser water lines: In order to maximize the life of your supplemental
 piping, if installed, it is required to be properly flushed and passivated
 with chemicals prior to placing the system on line. To do this, the piping
 configuration must include all the required hose connections and bypass
 piping to permit the system to be flushed without having to have the unit on
 line. The building’s water treatment vendor will perform the flushing and
 passivation of the piping. The cost for this shall be the direct
 responsibility of the tenant.

 
	
  

 	
  

 
	
 f)

 	
 All
 supplemental cooling units must be connected to the building’s Building
 Management System (BMS) for status reporting.

 









MINIMUM
CONSTRUCTION STANDARDS (continued)


	
  

 	
  

 
	
 g)

 	
 All horizontal runouts
 from chilled water and condenser water risers shall be in copper pipe. All
 connections of copper pipe to steel risers will utilize a di-electric fitting
 for corrosion control.

 
	
  

 	
  

 
	
 h)

 	
 Local
 booster circulating pumps on connections to supplemental equipment must be
 provided with a
 control package which ensures maintenance of a minimum pressure differential
 of 5 psi between the supply and return risers when the building circulating
 pumps are in operation.

 
	
  

 	
  

 
	
 i)

 	
 Perimeter
 radiator panels shall remain accessible at all times. Twenty-four (24) inches
 clear space shall be maintained in front of all enclosures.

 
	
  

 	
  

 
	
 j)

 	
 Air
 Balancing: A Building Engineer must be present with the air balancer while
 they are performing this work. Advanced written notice of at least three
 business days must be provided to the Building Management Office. As a
 minimum, the following areas must be provided to the Building Management
 Office. As a minimum, the following areas must be recorded: Supply air at the
 shaft connection, connection to your space (only necessary if multi-tenanted
 floor). It is understood that each diffuser will be measured and recorded. In
 addition to the aforementioned items, the return air leading from you space
 (only necessary if a multi-tenanted floor) and the return air connection are
 to be measured and recorded.

 
	
  

 	
  

 
	
 k)

 	
 Space
 temperature design: Your design engineer is to include design criteria on the
 mechanical drawings that will document the conditions under which the space
 or renovation is being designed for. Information such as , but not limited to
 the following shall be included: Number of watts per square foot, number of
 people per square foot, total CFM for space, supply air temperature at
 diffuser, average space temperature, outside air temperature, and outside
 relative humidity.

 
	
  

 	
  

 
	
 6.

 	
 Electrical

 
	
  

 	
  

 
	
 a)

 	
 Utilize a
 minimum wire size of #10 gauge for all home runs over 100 feet.

 
	
  

 	
  

 
	
 b)

 	
 Neutrals
 shall be a minimum wire size of #10 gauge.

 
	
  

 	
  

 
	
 c)

 	
 Maintain the
 integrity of any constant circuits for night lights, exit lights, etc.

 
	
  

 	
  

 
	
 d)

 	
 Maintain the
 continuity of the Building fire alarm system at all times.

 
	
  

 	
  

 
	
 e)

 	
 Where the
 installation utilizes portions of a previously installed system all
 abandoned/unused branch circuits must be fully removed back to their source.

 
	
  

 	
  

 
	
 7.

 	
 Plumbing

 
	
  

 	
  

 
	
 a)

 	
 Provide
 insulation on all water piping.

 
	
  

 	
  

 
	
 b)

 	
 Provide
 individual electric hot water heaters for all private pantries and toilets.

 









MINIMUM
CONSTRUCTION STANDARDS (continued)


	
  

 	
  

 
	
 c)

 	
 Galvanized
steel pipe for domestic hot and cold water piping is not permitted. 

 
	
  

 	
  

 
	
 d)

 	
 Provide
 branch control valves on all runouts to fixtures or fixture groups.

 
	
  

 	
  

 
	
 8.

 	
 Class “E”

 
	
  

 	
  

 
	
 a)

 	
 All life
 safety devices to be used, must be approved by the Building’s Class “E”
 vendor. No substitution of devices may be used unless written permission is
 provided by the Owner or authorized representative.

 
	
  

 	
  

 
	
 b)

 	
 A
 combination heat/smoke detector shall be installed, at the tenant’s sole
 cost, in any room/area regardless of square footage, that is not protected by
 a sprinkler head. This requirement is not intended to substitute a detector
 for a sprinkler.

 
	
  

 	
  

 
	
 c)

 	
 Any testing
 of new devices and automatic functions must commence and be completed outside
 the normal building hours of 8:00 A.M. to 6:00 P.M., Monday through Friday,
 excluding Building Holidays. Advance arrangements of a minimum of five
 working days must be provided to the Building Management Office.

 
	
  

 	
  

 
	
 As a minimum the following
 must be on site during the test: Building Fire Safety Director, the
 Electrician who performed the installation and the appropriate number of
 technicians from the Building’s Class ‘“E” Vendor. All costs pertaining to
 this testing shall be the sole responsibility of the tenant. Note: Prior to
 the commencement of the testing of any new device, three revised copies of
 the Class “E” documentation, including but not limited to the zone list shall
 be on site the day before for review by the Fire Safety Director.

 
	
  

 	
  

 
	
 9.

 	
 General

 
	
  

 	
  

 
	
 a)

 	
 All
 mechanical equipment, piping, switches, panels, conduits, etc. are to be
 painted in accordance with the approved building color coding system. All
 floor and walls in the mechanical/electrical rooms also are to be painted in
 accordance with the same guidelines.

 
	
  

 	
  

 
	
 a)

 	
 Any work to
 be performed by Tenant or multi-tenant floors is subject to Owner’s approval.

 









SCHEDULE I


PLAQUE SPECIFICATIONS


          The Plaque
shall be 151⁄4 inches in height and 441⁄4 inches in width, and shall be located on
the southerly side of the front entrance of the Building. The Plaque shall be
constructed of the same material and contain the same type of lettering as the
CHF plaque located on the north side of the front entrance of the Building. The
Plaque shall in all other respects be subject to the approval of Landlord in
its sole discretion.


I-1









MICHAEL B. ESTABROOKS
VICE PRESIDENT AND TREASURER  


September 20, 1999


One Park Avenue Tenant LLC

c/o Argent Ventures LLC

551 Fifth Avenue, 34 Floor

New York, New York 10017


Dear Sir:


CONFIDENTIALITY
AGREEMENT


In
connection with the evaluation by One Park Avenue Tenant LLC (“you”) of Coty
Inc., a Delaware corporation (“the Company”), in connection with a possible
lease of space at One Park Avenue, New York City to the Company (hereafter, the
“Transaction”), you will obtain certain proprietary business information,
whether written, oral, in computer-format or otherwise, whether gathered by
inspection or observation, and disclosed after the date of this Agreement,
which information shall be referred to as “Confidential Material.”


The
term “Confidential Material” includes all information which is proprietary to the
Company or proprietary to others and entrusted to the Company, whether or not
trade secrets. Confidential Material includes but is not limited to information
relating to business plans and to business as conducted or anticipated to be
conducted and relating to past, current or anticipated products or services.
Confidential Material also includes but is not limited to financial statements;
operating and strategic plans; projections or forecasts of financial results;
technical notebook records; patent applications; machine, equipment, process
and product designs including any drawings and descriptions thereof; unwritten
knowledge and “know-how”; operating instructions; training manuals; Company
computer programs and print-outs; production and development processes and
costs thereof; raw material costs; selling costs; delivery costs; production
schedules; customer lists; customer buying and other customer-related records;
names and addresses of suppliers and vendors; tax information; mailing lists;
product sales records; territory listings; market surveys; marketing plans;
long-range plans; salary information; contracts; and correspondence.


The
term “you” includes any and all of your directors, officers, employees or
agents.


COTY INC.

1325 AVENUE OF THE AMERICAS NEW YORK, N.Y. 10019 TEL (212) 479 4300 FAX (212)
479 4399





Confidentiality


You agree
that:


	
  

 	
  

 
	
 1.

 	
 You shall not disclose Confidential Material to any third party
 except as specifically provided herein;

 
	
  

 	
  

 
	
 2.

 	
 You will strictly limit the number of copies you make of Confidential
 Material, and number and maintain a log of such copies as to the recipients
 thereof;

 
	
  

 	
  

 
	
 3.

 	
 You will disclose information contained in the Confidential Material
 and copies of the Confidential Material to only those of your directors,
 partners, lenders, prospective purchasers, officers, employees, agents,
 attorneys, accountants, and advisors (hereafter, the “Representatives”) who
 have a need to know, and then only if those Representatives agree in writing
 to be individually bound by this Agreement;

 
	
  

 	
  

 
	
 4.

 	
 You and your Representatives shall use the Confidential Material
 solely for the purpose of the Transaction;

 
	
  

 	
  

 
	
 5.

 	
 You are responsible for any breach of this Agreement by you or your
 Representatives;

 
	
  

 	
  

 
	
 6.

 	
 If the Transaction does not occur, within five (5) days after being
 requested by the Company, you and your Representatives shall promptly return
 or deliver to the Company all material (in whatever medium) containing or
 reflecting any information in the Confidential Material (whether prepared by
 the Company or otherwise) and all copies thereof. The portion of the
 Confidential Material consisting of all documents, including memoranda, notes
 and other writings whatsoever prepared by you or your Representatives based
 on the information in the Confidential Material shall be destroyed, and upon
 request such destruction shall be confirmed in writing to the Company by an
 authorized officer supervising such destruction; and

 
	
  

 	
  

 
	
 7.

 	
 Notwithstanding your compliance with item 6 above, you and your
 Representatives will continue to be bound by all the provisions of this
 Agreement.

 


The
foregoing confidentiality provisions will not apply to any Confidential
Material which (i) was in your possession (other than as a result of your
wrongful act) prior to any disclosure thereof to you by or on behalf of the
Company and is provable by written records; (ii) is or becomes public
information other than through your breach of this Agreement; (iii) is obtained
on a non-confidential basis from a source other than the Company, which source
has a lawful right to disclose such Confidential Material; or (iv) is required
to be disclosed by applicable law, court order or other legal process;
provided, however, in the event of a demand for a disclosure pursuant to this
clause (iv), you agree to promptly notify the Company, in order to give the


2





Company the opportunity to
seek a protective order or other appropriate remedy and/or waive compliance
with the terms of this Agreement. In the event that such protective order or
other remedy is not obtained, or that the Company waives compliance with the
provisions hereof, you agree to furnish only that portion of the Confidential
Material which you are advised by opinion of counsel is legally required and to
exercise your commercially reasonable efforts to obtain assurance that
confidential treatment will be accorded such Confidential Material.


Waiver


You
understand and acknowledge that the Confidential Material (other than the
Company’s audited Financial Statements) is being provided without any
representation or warranty by the Company as to its accuracy or completeness.
You agree that the Company and its directors, officers, employees and agents
shall not have any liability to you or your Representatives from the use of the
Confidential Material.


Equitable Relief


You
agree and acknowledge that the Confidential Material has competitive value and
significant damage could result if it were disclosed or used in violation of
this Agreement. You acknowledge that, in the event of any breach of this
Agreement, the Company may be irreparably harmed and may not be made whole by
monetary damages. For this reason, you agree that the Company, in addition to
any other remedy to which it may be entitled in law or in equity, will be entitled
to an injunction to prevent a breach of this Agreement and/or to compel
specific performance of this Agreement. You agree not to oppose the granting of
equitable relief on the grounds that money damages are adequate, and you agree
to waive, and to cause your Representatives to waive, any requirements for the
securing or posting of any bond in connection with such remedy.


General


You
agree that no failure or delay by the Company in enforcing any provision of
this Agreement shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise of any right,
power or privilege hereunder. Any waiver, to be effective, must be in writing
and signed by the party to be charged with the waiver.


This
Agreement shall be governed by and construed under the laws of the State of New
York (excluding its choice of law provisions) and shall be for the benefit of
the Company and its respective successors and assigns. This Agreement is not
assignable by you or your Representatives to any person or entity whatsoever
without the prior written consent of Company, which consent may be withheld in
the Company’s sole discretion. Any attempted assignment without such written
consent shall be null and void.


3





Each
person signing this Agreement represents that he or she has full authority to
execute this Agreement on behalf of the respective signatory party.


The
provisions of this Agreement are severable, and if any provision is determined
to be void or unenforceable, in whole or in part, the remaining provisions of
this Agreement shall nevertheless be binding and enforceable.


This
Agreement expresses the entire agreement of the parties with respect to the
subject matter hereof and all prior or contemporaneous agreements or negotiations
are hereby superseded. This Agreement may be modified or amended only in
writing signed by all parties hereto.


Please
sign both copies of this Agreement and return one to me. Your execution of this
letter will indicate your intention to be legally bound hereby.


Very truly yours,


/s/ Michael B. Estabrooks


Coty Inc. 

Michael B. Estabrooks 

Vice President and Treasurer


Accepted and Agreed to:

One Park
Avenue Tenant LLC


	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ ILLEGIBLE

 	
  

 
	
  

 	

 


 	
  

 





	
  

 	
  

 	
  

 
	
 Title:

 	
 Authorized Signatory

 	
  

 
	
  

 	

 


 	
  

 





	
  

 	
  

 	
  

 
	
 Dated:

 	
 9/23/99

 	
  

 
	
  

 	

 


 	
  

 


4





COTY INC.

1325 Avenue of the Americas - 34th Floor

New York, New York 10019


October 29, 1999


One Park Avenue Tenant LLC

c/o Argent Ventures LLC

551 Fifth Avenue - 34th Floor

New York, New York 10176


	
  

 	
  

 	
  

 
	
  

 	
 Re:

 	
 Lease (the “Lease”)
 between One Park Avenue Tenant LLC

 
	
  

 	
  

 	
 (“Landlord”) and
 Coty Inc. (“Tenant”) for the Fourth and Fifth floors

 
	
  

 	
  

 	
  (the “Premises”) at One
 Park Avenue (the
 “Building”)                        

 



Dear Sir:


This letter confirms that
Coty Inc. will deliver the security deposit to One Park Avenue Tenant LLC as
required under Article 31 of the Lease on or before the close of
business on Monday, November 1, 1999. Failure by Coty Inc. to so deliver such
security shall be deemed an Event of Default under the Lease.


Very truly yours,


	
  

 	
  

 	
  

 
	
 Coty Inc.

 
	
 Name:

 	
 /s/ ILLEGIBLE

 	
  

 
	
  

 	

 


 	
  

 




	
  

 	
  

 	
  

 
	
 Title:

 	
 SVP - Finance

 	
  

 
	
  

 	

 


 	
  

 



Agreed and Accepted:

One Park
Avenue Tenant LLC


	
  

 	
  

 	
  

 
	
 Name:

 	
 /s/ ILLEGIBLE

 	
  

 
	
  

 	

 


 	
  

 





	
  

 	
  

 	
  

 
	
 Title:

 	
 Authorized
 Signatory

 	
  

 
	
  

 	

 


 	
  

 











	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ONLY TYPEWRITTEN

 	
  

 	
 DEPARTMENT OF ENVIRONMENTAL PROTECTION

 	
 Page 1 of _______

 
	
 APPLICATIONS WILL

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 BE ACCEPTED

 	
  

 	
  

 	
  

 	
  

 	
 FOR OFFICE
 PURPOSES ONLY

 
	
  

 	
  

 	
  

 	
 NOT AN ASBESTOS

 	
 1.  

 	
   ________________________________  

 
	
  

 	
  

 	
  

 	
 PROJECT

 	
  

 	
  

 
	
 NOTE: 

 	
 THIS FORM IS NOT COMPLETED
 IF THERE IS NO FRIABLE ASBESTOS CONTAINING MATERIAL PRESENT OR IF THE TOTAL
 AMOUNT OF FRIABLE CONTAINING MATERIAL IS 10 SQUARE FEET OR LESS, OR IS 25
 FEET LINEAR OR LESS, OR IS NORMALLY NONFRIABLE ACM (AS PER 10 CFR PART
 81.141) IS PRESENT IN ANY AMOUNT

 	
  

 	
  

 	
 NYC

 ______

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 ACP5 Fee $

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 NYC
 Dept. of Environmental Protection

 









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ZIP

 
	
  

 	
 2.

 	
 FACILITY
 ADDRESS  One Park Avenue                        BORO
  Manhattan       CODE                       10016      


 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 AKA                                         N/A                                        
  3. BLOCK #                                            4. LOT # 1          

 
	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 BUILDING
 OWNER             One
 Park Avenue Tenant
 LLC                            
 TEL. #(212)            532
 - 3757                

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ZIP

 
	
  

 	
 6.

 	
 ADDRESS                             335
 Madison
 Avenue                
 STATE   NY          
 CODE                     10017         

 
	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 CONTACT
 PERSON          Michael
 Havlurls                        
 8. TEL. #(212)                            532
 -
 3757              

 
	
  

 	
  

 	
  

 
	
  

 	
 9.

 	
 DESCRIPTION
 OF ENTIRE SCOPE OF WORK General Construction, Mechanical, Plumbing, Fire
 Alarm        

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 and
 Sprinkler as per drawings dated 4/5 & 14/99 by Horowitz/Herman
 Architects, P.C.                                           

 
	
  

 	
  

 	
  

 
	
  

 	
 10.

 	
 ESTIMATED
 START DATE     9/22/99   ESTIMATED
 COMPLETED DATE     9/26/00    OF
 THE ENTIRE SCOPE OF WORK.

 
	
  

 	
  

 	
  

 
	
  

 	
 11.

 	
 I,      Larry Jones    ,
 HAVE CONDUCTED AN ASBESTOS INVESTIGATION ON     9/9/99    IN ACCORDANCE WITH THE PROCEDURES
 REQUIRED BY THE NYC DEP ASBESTOS CONTROL PROGRAM REGULATIONS AND DECLARE THAT
 AT SAID FACILITY ADDRESS, THE

 
	
  

 	
  

 	
  

 
	
  

 	
 o a.

 	
 premises
 to be demolished are yea of any asbestos containing material (ACM)

 
	
  

 	
 o b.

 	
 premise
 to be demolished contain 10 square feet or less or 26 linear feet or less of
 friable ACM or of normally nonmarble ACM that demolition forces may make
 friable – all ACM shall be removed according to the NYC DOI ICR GO or the NYC
 DEP Asbestos Regulations

 
	
  

 	
þ c.

 	
 cumulative
 surfaces of relevant structure(s) affected by an alteration or plumbing
 repair are free of any friable ACM and free of normally nonfriable ACM that
 alteration or plumbing repair increase may make friable

 
	
  

 	
 o d.

 	
 cumulative
 surfaces of relevant structure(s) abatement by an alteration or plumbing
 repair contain 10 square feet or less or 2b linear feet or less of friable
 ACM or of normally nonfriable ACM that alteration or plumbing repair forces
 may make friable removal as in b.

 
	
  

 	
 o e.

 	
 normally
 nonfriable ACM shall be disturbed/removed in accordance with the NYC DOL ICR
 b8 or the NYC DEP Asbestos Regulations: Sq Ft ______________________

 
	
  

 	
 o f.

 	
 friable
 ACM and/or normally nonfriable ACM will NOT be disturbed during
 alteration/plumbing repair/ modification/renovation. Friable ACM Sq Ft
 ____________________ Lin Ft ___________________: Nonfriable ACM Sq Ft
 _______________________

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 COMPLETE AND THOROUGH ASBESTOS INVESTIGATION PERFORMED OF

 
	
 STORY

 (include cellar

 and basement)

 	
 DESCRIBE SECTION OF 

 FLOOR

 (e.g. entire east wing, 

 _______

 boiler room, lobby, ____)

 	
 ALL FRIABLE 

 SURFACING MATERIALS 

 INCLUDING FRIABLE 

 ACM AND NORMALLY 

 NONFRIABLE ACM

 	
 NUMBER

 OF SAMPLES 

 ANALYZED

 	
 ASBESTOS PRESENT

 
	
 YES  

 	
 NO  

 
	
   3,
 4 & 5

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
   Entire

 	
   Wall
 & Ceiling Plaster

 	
 9

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 





	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 13.

 	
 NAME OF
 LABORATORY THAT ANALYZED SAMPLES           Ambient
 Labs,
 Inc.                    
              

 
	
  

 	
 14.

 	
 FLAP #
                  10865                                        
               NVLAP
 #  101618-D
                         

 
	
  

 	
  

 	
          NYC DEPT. OF NAME
 IDENTIFICATION                            U.S.
 DEPT. OF NON_____ _____

 
	
  

 	
 15.

 	
 DATE(S)
 SAMPLES ANALYZED        9/21/99       
                                                                                

 
	
  

 	
  

 	
  

 
	
  

 	
 AND THAT THE
 INFORMATION PROVIDED HEREIN IS TRUE AND COMPLETE

 	
  

 	
 SEAL OF THE 

 NYC DEP 

 CERTIFIED 

 ASBESTOS 

 INVESTIGATOR

 	
  

 
	
  

 	
 SIGNED FOR
 AMBIENT LABS, INC. PROJECT ______________

 	
  

 	
  

 
	
  

 	
 16.

 	
 ____ /s/
 ILLEGIBLE
                  
                  
                 
          
                        
           9/21/99     
           

 	
  

 	
  

 
	
  

 	
  

 	
 SIGNATURE OF NYC DEPT
 _______________         
                
             DATE

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 17.

 	
 __________________________________________________________

 	
  

 	
  

 
	
  

 	
  

 	
 NYC DEPT ASBESTOS
 INVESTIGATION CERTIFICATE NUMBER

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 NOTE:
 STORAGE, TRANSPORTATION AND DISPOSAL OF ASBESTOS CONTAMINATED

 WASTES ARE REGULATED BY THE NYC DEPARTMENT OF SANITATION (LLTD/11)

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 THE
 PIECEMEAL CARRYING OUT OF AN OPERATION TO AVOID COVERAGE BY A STANDARD THAT

 APPLIES ONLY TO OPERATIONS LARGER THAN A SPECIFIED SIZE IS A VIOLATION.

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 ACM – Asbestos Containing Material =
 Material Containing Greater Than 1% Asbestos

 






	
  

 
	
 ANY
 MODIFICATION OR VARIANCE FROM INFORMATION PROVIDED ON THIS FORM MUST BE
 REPORTED IMMEDIATELY IN WRITING DIRECTLY TO THE NYC DEPARTMENT OF
 ENVIRONMENTAL PROTECTION ASBESTOS CONTROL PROGRAM/NYC DEPT. OF ENVIRONMENTAL
 PROTECTION, 59-17 JUNCTION BLVD. – 8TH FLOOR, ELMHURST, NEW YORK
 11575-5107

 






ACP FILE COPY