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                                                                   Exhibit 10.39

Credit Suisse 042799                        Lease No. WT-3519-NP-7, 8, 9 (1497A)

--------------------------------------------------------------------------------

                               THE PORT AUTHORITY
                           OF NEW YORK AND NEW JERSEY

                               WORLD TRADE CENTER

                             ----------------------

                               AGREEMENT OF LEASE

                                     between

                              THE PORT AUTHORITY OF
                             NEW YORK AND NEW JERSEY

                                       and

                     CREDIT SUISSE FIRST BOSTON CORPORATION

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                               AGREEMENT OF LEASE
                                     between
                  THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY
                                       and
                     CREDIT SUISSE FIRST BOSTON CORPORATION

                                TABLE OF CONTENTS

Section  1.     Letting ....................................................  1

Section  2.     Term .......................................................  1

Section  3.     Rights off User by the Lessee ..............................  1

Section  4.     Basic Rental ...............................................  2

Section  5.     Governmental Requirements ..................................  4

Section  6.     Rules and Regulations ......................................  5

Section  7.     Responsibilities of the Lessee .............................  5

Section  8.     Maintenance and Repair .....................................  8

Section  9.     Casualty ...................................................  9

Section  10.    Indemnity .................................................. 15

Section  11.    Ingress and Egress ......................................... 16

Section  12.    Construction by the Lessee ................................. 16

Section  13.    Signs ...................................................... 36

Section  14.    Injury and Damage to Person or Property .................... 37

Section  15.    Additional Rent and Charges ................................ 38

Section  16.    Rights of Entry Reserved ................................... 38

Section  17.    Condemnation ............................................... 40

Section  18.    Abatement of Rental ........................................ 42

Section  19.    Assignment and Sublease .................................... 42

Section  20.    Termination ................................................ 50

Section  21.    Right of Re-entry .......................................... 52

Section  22.    Survival of the Obligations of the Lessee .................. 52


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Section 49. Roof Space ..................................................... 94

Section 50. Additional Provisions Regarding Cleaning ....................... 96

Section 51. Existing Lease ................................................. 97

Section 52. Mechanical Equipment Room ...................................... 97

Section 53. Entire Agreement ............................................... 98

EXHIBITS A, A-1, A-2, A-2A, A-2B, A-3, A-4, C, R, X and Y
SCHEDULES A, A-5, B, B-1, C, D, G, H, M and 0
APPENDIX B


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Section 23.     Reletting by the Port Authority ............................ 54

Section 24.     Waiver of Redemption ....................................... 54

Section 25.     Remedies and Suits Against the Lessee ...................... 54

Section 26.     Surrender .................................................. 55

Section 27.     Acceptance of Surrender of Lease ........................... 55

Section 28.     Brokerage .................................................. 55

Section 29.     Notices .................................................... 56

Section 30.     Payments ................................................... 57

Section 31.     Additional Provisions Relating to Taxes .................... 57

Section 32.     Quiet Enjoyment ............................................ 59

Section 33.     Non-Liability of Individuals ............................... 60

Section 34.     Headings ................................................... 60

Section 35.     Construction and Application of Terms ...................... 60

Section 36.     Definitions ................................................ 60

Section 37.     Liability Insurance ........................................ 61

Section 38.     Late Charges ............................................... 66

Section 39.     Force Majeure .............................................. 68

Section 40.     Premises ................................................... 70

Section 41.     Governmental Compliance .................................... 70

Section 42.     Services and Utilities ..................................... 72

Section 43.     Partnership Provision ...................................... 80

Section 44.     Additional Space ........................................... 81

Section 45.     Lessee's Right to Extend the Letting ....................... 84

Section 46.     Certain Obligations of the Port Authority;
                Consequential Damages ...................................... 87

Section 47.     Additional Provisions ...................................... 89

Section 48.     Additional Provisions Relating to Termination .............. 91


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            THIS AGREEMENT, made as of the 31st day of December, 1998, by and
between TUE PORT AUTHORITY OF NEW YORK AND NEW JERSEY (hereinafter called the
"Port Authority"), a body corporate and politic, created by Compact between the
States of New Jersey and New York, with the consent of the Congress of the
United States of America, and having an office at One World Trade Center, in the
Borough of Manhattan, City, County, and State of New York, and CREDIT SUISSE
FIRST BOSTON CORPORATION (hereinafter called the "Lessee"), a corporation
organized and existing under the laws of the Commonwealth of Massachusetts,
having a place of business at 5 World Trade Center, New York, New York 10048,
whose representative is Frank J. Bartolotta;

            WITNESSETH That:

            The Port Authority and the Lessee, for and in consideration of the
rents, covenants and agreements hereinafter contained, mutually covenant and
agree as follows:

Section 1. Letting

            The Port Authority hereby lets to the Lessee and the Lessee hereby
hires and takes from the Port Authority, at the building commonly known as Five
World Trade Center located at the World Trade Center (sometimes hereinafter
referred to as the "Facility"), in the Borough of Manhattan, City, County and
State of New York, the spaces as shown in diagonal hatching, diagonal
crosshatching, vertical hatching, crosshatching, horizontal hatching and
stipple, on the sketches annexed hereto, made a part hereof and marked "Exhibit
A" and the spaces as shown in diagonal hatching on the sketches annexed hereto,
made a part hereof and marked "Exhibit A-1", "Exhibit A-2" and "Exhibit A-3"
together with the fixtures, improvements and other property of the Port
Authority located or to be located therein or thereon, the said spaces shown on
Exhibit A, "Exhibit A-1", "Exhibit A-2", and "Exhibit A-3", together with the
fixtures, improvements and other property of the Port Authority hereinafter
being referred to, respectively as "Area A", "Area A-1", "Area A-2", and "Area
A-3", all of the aforesaid Areas hereinafter referred to collectively as the
"premises" and are also sometimes hereinafter referred to as the "initially let
premises". The Port Authority and the Lessee hereby acknowledge that the
aforesaid Areas constitute non-residential real property and that for all
purposes under this Agreement such Areas constitute a total of 218,244 rentable
square feet, consisting of 115,559 rentable square feet in Area A; 63,223
rentable square feet in Area A-1; 37,020 rentable square feet in Area A-2; and
2,442 rentable square feet in Area A-3. The term "Area A-2A shall mean that
portion of Area A-2 shown in diagonal hatching on the sketch annexed hereto,
made a part hereof and marked "Exhibit A-2A". The term "Area A-2B" shall mean
collectively that portion of Area A-2 shown in diagonal hatching on the sketch
annexed hereto, made a part hereof and marked "Exhibit A-2B" and Area A-3.

Section 2. Term

            The term of the letting under this Agreement as to the entire
premises shall commence at 12:01 o'clock A.M. on January 1,1999, such date being
hereinafter referred to as the "Commencement Date" and shall expire, unless
sooner terminated, at 11:59 o'clock P.M. on July 31, 2015.

Section 3. Rights of User by the Lessee

            The Lessee shall use the premises (other than Area A-3) for the
following purposes only and for no other purpose whatsoever: as a clerical,
administrative, general and executive office, including the operation subject to
all of the other provisions of this Agreement of, computer data processing,
teletype,


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reproduction and printing equipment and other business machines, for the
Lessee's business primarily as underwriter of any and all types of securities,
broker and dealer in stocks, bonds, commodities and other securities, general
investment banking and acting as investment counsellors but also for the
Lessee's business of rendering such services in connection with international
and domestic real estate and insurance sales and brokerage and for rendering
other similar general financial and advisory services and for such other type or
types of business or operations engaged in or previously engaged in by office
tenants at the World Trade Center whose eligibility and qualifications are or
were determined by the Port Authority under the provisions of the "Statutes", as
defined in paragraph (g) of Section 7 of this Agreement, strictly on the basis
of their activities and services in world trade and commerce. The Lessee shall
use Area A-3 solely as a mechanical equipment room in accordance with the
provisions of Section 52 of this Agreement and for no other purpose whatsoever.

Section 4. Basic Rental

            The Lessee shall pay basic rentals to the Port Authority for the
premises as follows:

                  (a) For the period commencing with the Commencement Date of
            the letting and continuing up to and including July 31, 2000, the
            Lessee shall pay the following basic rentals to the Port Authority:

                              (i) For Area A at the rate of One Million Four
                        Hundred Sixty-four Thousand Thirty-six Dollars and No
                        Cents ($1,464,036.00) per annum payable in advance in
                        equal monthly installments of One Hundred Twenty-two
                        Thousand Three Dollars and No Cents ($122,003.00) on
                        January 1, 1999 and on the first day of each and every
                        month thereafter during such period;

                              (ii) For Area A-1 at the rate of Two Million One
                        Hundred Twenty-eight Thousand One Hundred Seventy-six
                        Dollars and No Cents ($2,128,176.00) per annum payable
                        in advance in equal monthly installments of One Hundred
                        Seventy-seven Thousand Three Hundred Eighty-four Dollars
                        and No Cents ($177,384.00) on January 1, 1999 and on the
                        first day of each and every month thereafter during such
                        period;

                              (iii) For Area A-2A at the rate of Thirty-four
                        Thousand Five Hundred Ninety-six Dollars and No Cents
                        ($34,596.00) per annum payable in advance in equal
                        monthly installments of Two Thousand Eight Hundred
                        Eighty-three Dollars and No Cents ($2,883.00) on January
                        1, 1999 and on the first day of each and every month
                        thereafter during such period; and

                              (iv) For Area A-2B at the rate of One Million One
                        Hundred Fifty-eight Thousand Three Hundred Twenty-four
                        Dollars and No Cents ($1,158,324.00) per annum payable
                        in advance in equal monthly installments of Ninety-six
                        Thousand Five Hundred Twenty-seven Dollars and No Cents
                        ($96,527.00) on January 1, 1999 and on the first day of
                        each and every month


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                        thereafter during such period;

                  (b) For the period commencing August 1,2000 and continuing up
            to and including July 31, 2005, the Lessee shall pay a basic rental
            to the Port Authority for the premises at the rate of Five Million
            Seven Hundred Seventy-eight Thousand Twenty-seven Dollars and No
            Cents ($5,778,027.00) per annum payable in advance in equal monthly'
            installments of Four Hundred Eighty-one Thousand Five Hundred Two
            Dollars and Twenty-five Cents ($481,502.25) on August 1,2000 and on
            the first (1st) day of each calendar month thereafter throughout
            such period.

                  (c) For the period commencing August 1, 2005 and continuing up
            to and including July 31, 2010 the Lessee shall pay a basic rental
            to the Port Authority for the premises at the rate of Six Million
            One Hundred Fifty-nine Thousand Nine Hundred Fifty-four Dollars and
            No Cents ($6,159,954.00) per annum payable in advance in equal
            monthly installments of Five Hundred Thirteen Thousand Three Hundred
            Twenty-nine Dollars and Fifty Cents ($513,329.50) on August 1,2005
            and on the first (1st) day of each calendar month thereafter
            throughout such period; and

                  (d) For the period commencing August 1, 2010 and continuing up
            to and including the Expiration Date, the Lessee shall pay a basic
            rental to the Port Authority for the premises at the rate of Seven
            Million Thirty-two Thousand Nine Hundred Thirty Dollars and No Cents
            ($7,032,930.00) per annum payable in advance in equal monthly
            installments of Five Hundred Eighty-six Thousand Seventy-seven
            Dollars and Fifty Cents ($586,077.50) on August 1, 2010 and on the
            first (1st) day of each calendar month thereafter during the balance
            of the term of the letting.

            (e) If the Commencement Date is other than the first day of a
calendar month, the installment of basic rental payable for the premises shall
be the amount of the monthly installments of basic rental set forth in paragraph
(a) above of this Section 4 each multiplied by a fraction the numerator of
which shall be the number of days from and including the Commencement Date to
the last day of the calendar month in which the Commencement Date shall fall,
and the denominator of which shall be the number of days in that calendar month.
All increases in basic rental referred to in paragraphs (b), (c) and (d) above,
of this Section are separate from and in addition to the provisions for the
payment of additional basic rental provided for in Schedule A attached to this
Agreement and hereby made a part hereof.

            (f) If the Expiration Date or the termination date of the term of
the letting under this Agreement is other than the last day of a calendar month,
the basic rental payable for the portion of the last calendar month during which
the letting is effective shall be the amount of the monthly installment, or
installments as the case may be, applicable to that calendar month prorated on a
daily basis over the actual number of days the letting is in effect in that
calendar month.

            (g) (i) For the period commencing with the Commencement Date and
continuing up to and including July 31,2000, the Lessee, in addition to the
payment of basic rental set forth in paragraph (a) above, shall continue to pay
to the Port


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Authority additional basic rental for Area A (as defined in this Agreement) as
provided in Schedule A of the Existing Lease, for Area A-1 (as defined in this
Agreement) as provided in Schedule A-2 of the Existing Lease, for Area A-2A (as
defined in this Agreement) as provided in Schedule A-l of the Existing Lease,
for that portion of Area A-2 shown in diagonal hatching on Exhibit A-2B as
provided in Schedule A-4 of the Existing Lease, and for Area A-3 (as defined in
this Agreement) as provided in Schedule A-5 attached hereto and hereby made a
part hereof, it being the intention of the parties hereto that the Lessee, for
the period from the Commencement Date through July 31, 2000, shall continue to
pay to the Port Authority the same and entire additional basic rental for the
premises hereunder as the Lessee would have continued to pay under the Existing
Lease for the entire premises thereunder with the same force and effect as if
the Existing Lease remained in force and effect up to July 31, 2000.

                        (ii) For the period commencing August 1, 2000 and
                  continuing for the balance of the term of the letting, the
                  basic rental for the entire premises shall be subject to
                  adjustment in accordance with the provisions of Schedule A
                  attached hereto and hereby made a part hereof.

Section 5. Governmental Requirements

            (a) The Lessee shall procure, and the Port Authority shall, without
cost or expense to the Port Authority (unless the Lessee agrees to reimburse the
Port Authority for the reasonable costs and expenses for the same), cooperate
with the Lessee in procuring all licenses, certificates, permits or other
authorization from all governmental authorities having jurisdiction over the
operations of the Lessee at the premises or at the World Trade Center which
shall be required for the conduct of its operations.

            (b) Subject to and without limiting the Port Authority's obligations
under Section 46 of this Agreement, the Lessee shall promptly observe, comply
with and execute the provisions of any and all present and future governmental
laws, rules and regulations, ordinances, enactments, resolutions, requirements,
orders and directions which are applicable or which would be applicable if the
Port Authority were a private corporation ("Legal Requirements"), and the Lessee
shall, in accordance with and subject to the provisions of Section 12 of this
Agreement entitled "Construction by the Lessee", make any and all improvements,
alterations or repairs of the premises that may be required at any time
hereafter by any such present or future Legal Requirements, provided that the
Lessee shall not be required to make structural or nonstructural improvements,
alterations or repairs to the premises or to utility, mechanical, electrical
communications and other systems or portions thereof unless such improvements,
alterations or repairs result from the Lessee's manner of use of or its
operations in the premises which are not common to other office tenants in the
World Trade Center.

            (c) If the Lessee shall contest against any governmental authority
by appropriate legal proceedings diligently prosecuted in good faith the
validity or applicability to the Lessee of any Legal Requirements, referred to
in paragraph (b) above of this Section 5, the Lessee shall not be in default
thereof until the final determination of the validity or applicability in such
proceedings, provided however that the Lessee shall not make any such contest if
it is based in whole or in part on the status of the Port Authority as a
governmental agency and the Lessee will not delay compliance if the delay shall
result in the creation or continuance of a condition endangering persons or
property during the contest. The Port Authority agrees


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that it will not impede the Lessee's prosecution of such contest and in the
event that ownership of the building in which the premises is located is
transferred to private ownership as distinguished from governmental or
quasi-governmental ownership, then notwithstanding the foregoing such private
owner shall cooperate with the Lessee in the prosecution of such contest. In the
event that as a result of a contest made by the Lessee, the Port Authority
incurs any cost or expense which cost or expense would not have been incurred
but for such contest, or in the event the Port Authority cooperates with the
Lessee in such contest and incurs costs or expenses, then the Lessee within
thirty (30) days after demand therefor will reimburse the Port Authority for all
such costs and expenses. It is not intended by this paragraph (c) to give the
Lessee any right to make any contest against any governmental authority which
the Lessee would not have had in the absence of this provision. In the event
that such Legal Requirements are finally determined in such proceedings to be
valid or applicable to the Lessee, the Lessee, within twenty (20) days of such
final determination, shall cure such default (except in connection with a
default which cannot be remedied or cured within said twenty (20) day period, in
which event the time of the Lessee within which to cure such default shall be
extended for such time as shall be necessary to cure the same, but only if the
Lessee, within such twenty (20) day period, shall commence and thereafter
proceed diligently to cure such default).

            (d) The provisions of this Section 5 are not to be construed as a
submission by the Port Authority to the application to itself of such Legal
Requirements, or any of them. The Port Authority shall not enforce any Legal
Requirements in such manner as to discriminate against the Lessee.

            (e) The term "governmental", or any similar phrase, as used in this
Section 5 or elsewhere in this Agreement with respect to the Lessee's obligation
to comply with Legal Requirements or any similar phrase, shall include Port
Authority laws, rules and regulations, requirements, resolutions, orders, and
directions only when the Port Authority is acting in its capacity as a
governmental agency and not when the Port Authority is acting solely as landlord
hereunder.

Section 6. Rules and Regulations

            The Lessee covenants and agrees to observe and obey (and to compel
its officers, directors, partners, members and employees while in the premises
and the World Trade Center and to use good faith efforts to cause its agents,
representatives, contractors, customers, guests, invitees and those doing
business with it while in the premises to observe and obey) the Rules and
Regulations of the Port Authority (a copy of which is attached hereto, hereby
made a part hereof and marked "Exhibit R") for the government of the conduct and
operations of the Lessee, and such further reasonable rules and regulations
(including amendments and supplements thereto) as may reasonably from
time-to-time and throughout the letting be promulgated by the Port Authority
for reasons of safety, health or preservation of property, or for the
maintenance of the good and orderly appearance of the World Trade Center or for
the safe or efficient operation of the World Trade Center, provided however that
in case of any conflict or inconsistency between the provisions of this
Agreement and any of the Rules and Regulations, the provisions of this Agreement
shall control. The Port Authority agrees that, except in cases of emergency, it
will give written notice to the Lessee of every such further rule or regulation
adopted by it after the date hereof at least thirty (30) days before the Lessee
shall be required to comply therewith during which the Lessee shall have the
right to contest the applicability or validity of such rule or regulation to the
Lessee. The Port Authority shall not enforce any of the Rules and Regulations in
such manner as to discriminate against the Lessee.

Section 7. Responsibilities of the Lessee

            (a) The Lessee shall conduct its operations in an orderly and proper
manner and so as


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not to unreasonably annoy, unreasonably disturb or be unreasonably offensive to
others at the World Trade Center, and the Lessee shall control the conduct in
the premises and the World Trade Center of its officers, directors, partners,
members and employees and shall use its reasonable efforts to control the
conduct in the premises of its agents, representatives, contractors, guests,
invitees and those doing business with it. Upon objection from the Port
Authority concerning the conduct of any such person, the Lessee shall promptly
take all reasonable steps necessary to remove the cause of the objection.

            (b) The Lessee shall not knowingly commit any nuisance on the
premises, or knowingly' do or permit to be done anything which may result in the
creation or commission of a nuisance on the premises, and the Lessee shall not
knowingly cause or knowingly permit to be caused or produced upon the premises,
to permeate the same or to emanate therefrom, any noxious or objectionable
smokes, gases, vapors, odors or objectionable noises.

            (c) The Lessee shall not knowingly use or connect any equipment or
engage in any activity or operation in the premises which will cause an
overloading of the capacity of any existing or future utility, mechanical,
electrical, communication or other systems, or portion thereof, serving the
premises, nor shall the Lessee do or authorize to be done anything which may
interfere with the effectiveness or accessibility of existing and future
utility, mechanical, electrical, communication or other systems or portions
thereof on the premises or elsewhere at the World Trade Center. The Lessee shall
have no liability under this paragraph if any such overloading or interference
is caused by or due to the failure of the Port Authority to supply any utilities
required to be provided by the Port Authority pursuant to the provisions of
Section 42 of this Agreement entitled "Services and Utilities" or to supply the
capacities of any utilities as set forth in Schedule D.

            (d) The Lessee shall not overload any floor, roadway, passageway,
pavement or other surface or any wall, partition, column or other supporting
member, or any elevator or other conveyance, in the premises or at the World
Trade Center and without limiting any other provision of this Agreement, the
Lessee shall repair, replace or rebuild any portion of such floor, roadway,
passageway, pavement or other surface or any wall, partition, column or other
supporting member, or any elevator or other conveyance damaged by overloading.
The Port Authority represents that the "live load" capacity of the floors in the
premises is as shown in Schedule D.

            (e) Except as otherwise expressly provided herein, the Lessee shall
not install, maintain or operate or permit the installation, maintenance or
operation on the premises of any vending machine or service designed to dispense
or sell food, beverages, tobacco products or merchandise of any kind, whether or
not included in the above categories, or any restaurant, cafeteria, kitchen,
stand or other establishment for the preparation, dispensing or sale of food,
beverages, tobacco or tobacco products, or merchandise of any kind or any
equipment or device for the furnishing to the public of a service of any kind,
including without limitation thereto any telephone pay-stations. Subject to all
the terms and provisions of this Agreement, including the provisions of Section
12 of this Agreement entitled "Construction by the Lessee" and notwithstanding
the first sentence of this paragraph (e), the Lessee (i) may install a kitchen,
cafeteria or other eating facility in the premises and may operate such facility
with its own employees, or the employees of any related corporation, or arrange
for the operation thereof by an independent contractor selected by the Lessee
unless the Port Authority reasonably determines that said contractor will cause
or contribute to the causing of labor problems or labor disturbances at the
World Trade Center (in which event the Lessee will select another contractor),
(ii) may install food, beverage and tobacco vending machines or arrange for the
installation and operation of such machines and may use an independent
contractor or supplier for such machines selected by the Lessee unless the Port
Authority, subject to all the terms and provisions of this


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Agreement including the provisions of Section 12 of this Agreement entitled
"Construction by the Lessee", determines that said contractor or supplier will
cause or contribute to the causing of labor problems or labor disturbances at
the World Trade Center, (in which event the Lessee will select another
contractor), (iii) may operate coffee carts solely within the premises and may
use an independent contractor or supplier for the operation of such coffee cart
service, provided that such eating facility and vending machines shall be
installed and operated by the Lessee or its contractor solely for use by the
Lessee's officers, members, employees, contractors, customers, guests,
subtenants and invitees. The Lessee's agreement with any contractor or supplier
of eating facilities or vending machines shall permit cancellation by the Lessee
on short term notice in the event such contractor or supplier fails to meet the
standards described in this paragraph and the Port Authority notifies the Lessee
of same. In the event such installations shall require modifications or
alterations to building systems or equipment (including heating, ventilating or
air-conditioning systems), and whether such modifications or installations
thereof are performed by the Lessee or by the Port Authority, the Lessee shall
be responsible for the reasonable cost of any such modifications or alterations,
and no such alteration or modification shall be commenced until the Lessee has
received an approved Construction Application therefor in accordance with the
provisions of Section 12 of this Agreement entitled "Construction by the
Lessee". The Lessee shall pay to the Port Authority for domestic cold and hot
water and for any and all utilities or other building services used in
connection with any eating facilities or any of the aforesaid machines to the
extent provided in Section 42 of this Agreement entitled "Services and
Utilities", it being understood that the Port Authority shall have the right to
install a meter on the Lessee's premises at the Port Authority's cost to measure
the Lessee's consumption of such domestic hot and cold water. The Lessee
covenants and agrees that upon notification from the Port Authority that the
Port Authority has received notice from a tenant or occupant in the Building in
which the premises are located that objectionable odors emanate from the
premises, and such odors result from the operation of any eating facility or
food vending machines in the premises (whether through the building heating,
ventilating or air-conditioning systems or otherwise), the Lessee will promptly
take all necessary steps to eliminate such odors, or if such odors cannot be so
eliminated, the Lessee will discontinue use of such eating facilities or food
vending machines and shall not resume the use or operation thereof until written
consent therefor has been obtained from the Port Authority, which consent shall
not be unreasonably withheld or delayed after the Lessee has corrected the
conditions giving rise to such odors and has so advised the Port Authority.
Nothing herein is intended to permit the furnishing on the premises to the
public (other than the Lessee's customers, guests and invitees) of any food or
other merchandise or service of any kind.

            (f) The Lessee shall not use or make any reference, by advertising
or otherwise, to the names "World Trade Center" (except to designate the
Lessee's business address and then only in a conventional manner and without
emphasis or display), "The Port Authority of New York and New Jersey", "Port
Authority" or any simulation or abbreviation of any such names, or any emblem,
picture or reproduction of the World Trade Center, for any purpose whatsoever.
Upon notice from the Port Authority the Lessee shall promptly discontinue any
such unpermitted use or reference. Nothing herein is intended to prohibit the
Lessee from placing a "tombstone" advertisement in one or more newspapers or
periodicals advising of the execution of this Agreement and the Lessee's renewal
at or relocation to the World Trade Center.

            (g) The Lessee recognizes that the Port Authority has undertaken the
planning, construction and operation of the World Trade Center as a facility of
commerce pursuant to concurrent legislation of the State of New York, Chapter
209, Laws of New York, 1962 and the State of New Jersey, Chapter 8, Laws of New
Jersey, 1962, as such laws may be amended from time to time, (hereinafter the
"Statutes"). The Statutes provide that the Port Authority should be regarded as
performing an essential governmental function in the construction and operation
of the World Trade Center and that all details of


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the effectuation of the World Trade Center including the leasing and contracts
thereof shall be within the sole discretion of the Port Authority (not to be
exercised in an arbitrary or capricious manner and to be subject to the
provisions of Section 3 of this Agreement) and its decisions shall be
controlling and conclusive and that it is of the essence of the Statutes and of
this Agreement that the Port Authority retain in its sole discretion the
determination of all matters concerning the World Trade Center including the
occupancy of the World Trade Center. Accordingly, the purpose, character and
scope of the Lessee's occupancy, operation and usage of the premises as
described in Section 3 of this Agreement entitled "Rights of User by the Lessee"
are of primary importance and inducement to the Port Authority in entering into
this Agreement with the Lessee. The Lessee has represented to the Port Authority
that all its occupancy, operation and usage, throughout the term of the letting
hereunder, will be substantially in accordance with and subject to the
provisions and requirements of Section 3 of this Agreement entitled "Rights of
User by the Lessee" and the Port Authority has relied on such representations
in entering into this Agreement. The Lessee further acknowledges for itself and
for any successor to its interest in this Agreement that, except as otherwise
expressly provided in this Agreement, this Agreement cannot be assigned or a
sublease entered into by the Lessee without the prior written consent of the
Port Authority and in accordance with the provisions of Section 19 of this
Agreement entitled "Assignment and Sublease". Without affecting the Lessee's
liability for any breach of this representation and its obligations hereunder,
in the event that the Lessee has not substantially complied with all the
requirements of this Section 7(g) and of Section 3 of this Agreement entitled
"Rights of User by the Lessee", within a period of twenty (20) days after
written notice from the Port Authority of such non-compliance, the Port
Authority may by five (5) business days' notice terminate this Agreement and the
letting hereunder and the same shall be and operate as a conditional limitation
and have the same effect as if it were specifically included as a ground for
termination under paragraph (a) of Section 20 of this Agreement entitled
"Termination".

Section 8. Maintenance and Repair

            (a) The Lessee shall at all times keep the premises in a clean and
orderly condition and appearance, together with all fixtures, equipment and
personal property of the Lessee located in or on the premises.

            (b) Subject to the provisions of Sections 9 and 37 of this Agreement
entitled "Casualty" and "Liability Insurance" respectively (including without
limitation the waiver of subrogation and release provisions thereof) and except
as otherwise provided in this Section 8, the Lessee shall repair, replace,
rebuild and paint all or any part of (i) the premises which may be damaged or
destroyed by the acts or omissions of the Lessee, its officers, directors,
partners, members, employees, agents, representatives, contractors, customers,
guests, invitees or other persons who are doing business with the Lessee or who
are on or at the premises with the consent of the Lessee and (ii) the World
Trade Center which may be damaged or destroyed by the acts or omissions of the
Lessee, its officers, directors, partners, members and employees, provided such
damage or destruction is caused while such employees are acting within the scope
of their employment.

            (c) Subject to the provisions of Sections 9 and 37 of this Agreement
entitled "Casualty" and "Liability Insurance" respectively (including without
limitation the waiver of subrogation and release provisions thereof) and except
as otherwise provided in this Section 8, the Lessee shall take good care of the
premises from "slab to slab", including therein, without limitation thereto,
walls, partitions, floors, ceilings, doors and columns, and all parts thereof,
and all equipment and fixtures, and shall do all preventive maintenance which is
not the express obligation of the Port Authority under this Agreement and make
all necessary non-structural repairs, replacements, rebuilding and painting,
which is not the express obligation


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of the Port Authority under this Agreement, necessary to keep the premises
substantially in the condition existing at the commencement date of the letting
and except for ordinary wear and damage by fire or other casualty, and to keep
any improvements (including but not limited to the air-cooling equipment
installed by the Lessee), additions and fixtures made or installed during the
term of the letting substantially in the condition they were in when made or
installed except for (i) ordinary wear and (ii) damage by fire or other
casualty. Nothing herein is intended to require the Lessee (i) to paint,
wallpaper or perform work of a decorative nature, or (ii) to maintain, repair,
replace, rebuild or paint any part of the utility, mechanical, electrical,
communication and other systems outside of the premises which provide services
and utilities to the premises unless the damage outside the premises is caused
by the Lessee, its officers, directors, partners, members or employees, (iii) to
maintain, repair, replace, rebuild or paint the perimeter convector units in the
premises unless the damage thereto is caused by the Lessee, its officers,
directors, partners, members or employees, (iv) to maintain, repair, replace,
rebuild or paint any part of the vertical aspects of any utility, mechanical,
electrical, communication and other system passing through the premises which
provide services and utilities to the Lessee or to other portions of the World
Trade Center unless the damage to such vertical aspects is caused by the Lessee,
its officers, directors, partners, members or employees or as a result of the
Lessee's connection to such vertical aspects or (v) to maintain, repair,
replace, rebuild or paint any part of the premises or the World Trade Center
which is damaged or destroyed by the negligent acts or omissions or willful
misconduct of the Port Authority, its Commissioners, officers, members,
employees, agents, representatives, contractors, guests or invitees; nor shall
anything contained in this Section 8 be deemed to alter the obligations of the
Lessee and the Port Authority in the event the premises or the World Trade
Center is damaged by a casualty. Said obligations shall be as provided in
Sections 9 and 37 of this Agreement entitled "Casualty" and "Liability
Insurance" respectively.

            (d) In the event the Lessee fails to commence to make or do any
such repair, replacement, rebuilding or painting required by this Agreement
(except for any repair, replacement, rebuilding or painting to the interior of
the premises which does not adversely affect the World Trade Center or the
building systems), within a period of twenty (20) days after written notice from
the Port Authority so to do, provided that such failure shall not be due to
causes or conditions beyond the control of the Lessee, or fails diligently to
continue to completion such repair, replacement, rebuilding or painting of all
of the premises specified in such notice and required to be repaired, replaced,
rebuilt or painted by the Lessee under the terms of this Agreement, provided
that such failure shall not be due to causes or conditions beyond the control of
the Lessee, the Port Authority may, at its option, and in addition to any other
remedies which may be available to it, and in accordance with the provisions of
Section 15 of this Agreement entitled "Additional Rent and Charges", repair,
replace, rebuild or paint all or any part of the premises included in the said
notice to substantially the same condition the premises were in at the
conclusion of the Lessee's construction and installation work, the Port
Authority's cost (as defined in Section 15 of this Agreement entitled
"Additional Rent and Charges") thereof to be paid by the Lessee within thirty
(30) days after demand therefor. This option or the exercise thereof shall not
be deemed to create or imply any obligation or duty to the Lessee or others.

Section 9. Casualty

            (a) In the event that, as a result of a fire or other casualty
insurable under the New York standard form of "All Risk" or "Special Perils"
insurance policy (whether or not such policy is actually carried by the Port
Authority at the time of such fire or other casualty) the premises or other
areas of the World Trade Center are damaged so as to render the premises
untenantable in whole or in part, then the Port Authority within forty-five (45)
days after the occurrence of such casualty shall provide the Lessee in writing
with a statement from its Chief Engineer setting forth his good faith estimate
of the anticipated time


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necessary to complete the repairs and rebuilding caused by such casualty and:

                        (1) If such damage above described in this paragraph (a)
      occurs during the term of the letting hereunder, and provided this
      Agreement has not been terminated by the Lessee or by the Port Authority
      as hereinafter provided, the Port Authority shall repair or rebuild with
      due diligence to a condition substantially equivalent to the condition
      existing immediately prior to the fire or other casualty, and the basic
      rental and additional basic rental hereunder shall be abated as provided
      in Section 18 of this Agreement entitled "Abatement of Rental", only for
      the period from the occurrence of the damage to the earlier of (i) thirty
      (30) days after the date of completion of the repairs or rebuilding
      (notice of completion of the repairs or rebuilding to be given by the Port
      Authority to the Lessee no later than fifteen (15) days prior to such
      completion date) or (ii) the commencement of business operations by the
      Lessee in the damaged portion of the premises (and not merely occupancy
      for purposes of telephone installation, furniture move-in and other events
      relating to setting up space);

                        (2) If such damage above described in this paragraph (a)
      is to more than fifty percent (50%) of the total rentable square feet
      then constituting the Lessee's premises, and if with respect to such
      damage the Port Authority's Chief Engineer finds that the necessary
      repairs or rebuilding to the premises including, without limitation, all
      leasehold improvements together with repairs or rebuilding, if any, to
      areas other than the premises cannot be completed within two hundred
      seventy (270) days after the occurrence of the damage, the Port Authority
      shall at its option either: (i) proceed with due diligence to repair or
      rebuild the premises as necessary, including, without limitation, all
      leasehold improvements, in which event the basic rental and additional
      basic rental hereunder shall be abated as provided in Section 18 of this
      Agreement entitled "Abatement of Rental" only for the period from the
      occurrence of the damage to the earlier of (x) thirty (30) days after the
      date of completion of the repairs or rebuilding (notice of completion of
      the repairs or rebuilding to be given by the Port Authority to the Lessee
      no later than fifteen (15) days prior to such completion date) or (y) the
      commencement of business operations by the Lessee in the damaged portion
      of the premises (and not merely occupancy for purposes of telephone
      installation, furniture move-in and other events relating to setting up
      space); or (ii) terminate the letting as to the entire premises with the
      same force and effect as if the effective date of termination were the
      original expiration date provided in this Agreement, provided that the
      Port Authority may not elect to so terminate the letting hereunder
      pursuant to this clause (ii) if the Port Authority commences repairs or
      commences rebuilding within eighteen (18) months from the date of such
      casualty the space of a third party tenant suffering "similar damage" from
      such casualty. "Similar damage" for purposes of this clause (ii) shall
      mean damage to the space of a tenant in the building in which the Lessee's
      premises are located which the Chief Engineer of the Port Authority has
      estimated in good faith will take in excess of two hundred seventy (270)
      days to repair or build.

            (b) In the event that the premises is damaged as a result of a fire
or other casualty insurable under the New York standard form of "All Risk" or
"Special Perils" insurance policy (whether or not such policy is actually
carried by the Port Authority at the time of such fire or other casualty), the
Port Authority within forty-five (45) days after the occurrence of the damage
will provide the Lessee in writing with a statement from its Chief Engineer
setting forth his good faith estimate of the anticipated time necessary to
complete the repairs or rebuilding. In the event the Port Authority's Chief
Engineer estimates


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that the repairs or rebuilding to the premises, together with repairs or
rebuilding to areas other than the premises, cannot be completed within two
hundred seventy (270) days after the occurrence of the damage, then the Lessee
shall have the right (i) to terminate the letting as to the entire premises
under this Agreement with the same force and effect as if the effective date of
termination were the original expiration date provided in this Agreement, or
(ii) if such damage affects one or more, but not all, of the Areas constituting
the premises, to terminate the letting under this Agreement only as to the Area
or Areas so affected (such termination to be of any such Area or Areas in their
entirety only), and the basic rental and additional basic rental shall be abated
as provided in Section 18 of this Agreement entitled "Abatement of Rental"
either, as the case may require, (x) for the period from the occurrence of the
damage to the completion of the repairs or rebuilding, or (y) for the period
from the occurrence of the damage to the effective date of termination, provided
that in the event the Lessee elects to exercise its right of termination under
either of (i) or (ii), above, the Lessee shall give to the Port Authority notice
of such termination within thirty (30) days after receipt of the Port
Authority's statement of its Chief Engineer, such termination to be effective
sixty (60) days after the date of the giving of such notice.

            (c) In the event that, as a result of a fire or other casualty
insurable under the New York standard form of "All Risk" or "Special Perils"
insurance policy (whether or not such policy is actually carried by the Port
Authority at the time of such fire or other casualty), either of the following
events shall have occurred: (i) the Port Authority's Chief Engineer shall have
estimated that the necessary repairs or rebuilding, including, without
limitation, all leasehold improvements, would be completed within two hundred
seventy (270) days after the occurrence of the damage and the Port Authority
shall have failed to complete such repairs or rebuilding within the sum of the
following number of days (the sum of such number of days is sometimes herein
called "a Completion Period"): (x) 270 days from the occurrence of the damage
plus (y), provided that the Port Authority has complied with the notification
obligations set forth in paragraph (d) below of this Section 9, the additional
number of days during such 270 day period that the Port Authority is unable to
perform the repairs or rebuilding by reason of a cause or condition beyond the
control of the Port Authority, such additional number of days not to exceed
sixty (60); or (ii) the Port Authority's Chief Engineer shall have estimated the
completion date of the repairs or rebuilding, including, without limitation, all
leasehold improvements, to be in excess of 270 days after the occurrence of the
damage and the Port Authority shall have failed to complete such repairs or
rebuilding within the sum of the following number of days (the sum of such
number of days is herein sometimes called a "Completion Period"): (x) the time
period originally estimated by the Port Authority's Chief Engineer for
completion of the repairs or rebuilding plus (y) provided that the Port
Authority has complied with the notification obligations set forth in paragraph
(d) below, the additional number of days during such estimated time period that
the Port Authority is unable to perform the repairs or rebuilding by reason of a
cause or condition beyond the control of the Port Authority, such additional
number days not to exceed sixty (60); then in either of such events the Lessee
shall have the right to terminate this Agreement and the letting hereunder as to
the entire premises with the same force and effect as if the termination date
were the original expiration date provided in this Agreement, provided the
Lessee shall give to the Port Authority a notice of such termination within
twenty (20) days subsequent to the expiration of the applicable Completion
Period. In the event the Lessee fails to exercise its termination right in
accordance with the provisions of the preceding sentence, the Port Authority
shall continue to perform the repairs and rebuilding with due diligence.

            (d) At such time as the Port Authority knows or reasonably should
have known that it will be unable to complete the repairs or rebuilding within
the time period estimated by the Port Authority's Chief Engineer and provided to
the Lessee pursuant to the provisions of paragraph (b), above, of this Section
9, the Port Authority will provide the Lessee with a revised good faith written
estimate of the Port Authority's Chief Engineer of the time required to complete
the repairs or rebuilding from the occurrence of the damage,


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including the number of days, if any, from the occurrence of the damage that the
Port Authority was and will be unable to perform the repairs or rebuilding by
reason of a cause or condition beyond the control of the Port Authority. In the
event the Port Authority shall submit a revised estimate to the Lessee as
aforesaid and if either of the following events is applicable (i) the Port
Authority shall have originally estimated that the necessary repairs or
rebuilding would be completed within two hundred seventy (270) days from the
occurrence of the damage and the revised estimate for completion of the repairs
or rebuilding shall exceed the sum of the following number of days: (x) 270 days
from the occurrence of the damage plus (y) the additional number of days (not to
exceed sixty (60)) during such 270 day period that the Port Authority was unable
and/or is estimated by the Port Authority that it will be unable to perform the
repairs or rebuilding by reason of a cause of condition beyond the control of
the Port Authority; or (ii) the Port Authority shall have originally estimated
that the completion date for the repairs or rebuilding to be in excess of 270
days after the occurrence of the damage and the revised estimate for completion
exceeds the sum of the following number of days: (x) the original estimated time
period for completion of the repairs or rebuilding from the occurrence of the
damage plus (y) the additional number of days (not to exceed sixty (60)) during
such originally estimated time period that the Port Authority was unable and/or
is estimated by the Port Authority that it will be unable to perform the repairs
or rebuilding by reason of a cause or condition beyond the control of the Port
Authority; then in either of such events the Lessee shall have the right to
terminate this Agreement and the letting hereunder as to the entire premises
with the same force and effect as if the termination date were the original
expiration date provided in this Agreement, provided the Lessee shall give to
the Port Authority a notice of such termination no later than twenty (20) days
subsequent to the Lessee's receipt of the notice of the Port Authority's Chief
Engineer of its revised good faith estimate with respect to the completion
period for the repairs or rebuilding, such termination to be effective sixty
(60) days after the giving of such notice by the Lessee. In the event the Lessee
elects not to terminate this Agreement within the aforesaid twenty (20) day
period, (i) the Lessee shall have no further right to terminate this Agreement
and the letting hereunder in accordance with the provisions of this paragraph
(d); (ii) the Lessee's right to terminate this Agreement and the letting
hereunder pursuant to paragraph (c) above of this Section 9 shall be null and
void; (iii) the Port Authority shall have no right to issue a further revised
good faith estimate; and (iv) the Port Authority shall continue the repairs and
rebuilding with due diligence.

            (e) In the event the Lessee fails to exercise its right to terminate
this Agreement and the letting hereunder in accordance with the provisions of
paragraph (d), above, of this Section 9 and the Port Authority fails to complete
the repairs or rebuilding within the time period set forth in the Port
Authority's revised good faith estimate for completion of the repairs or
rebuilding pursuant to said paragraph (d), then the Lessee shall have the right
to terminate this Agreement and the letting hereunder as to the entire premises
with the same force and effect as if the termination date were the original
expiration date provided in this Agreement, provided the Lessee shall give to
the Port Authority a notice of such termination no later than twenty (20) days
subsequent to the revised date for completion of the repairs or rebuilding set
forth in the revised good faith estimate of the Port Authority's Chief Engineer
with respect to same, such termination to be effective sixty (60) days after the
giving of such notice by the Lessee. In the event the Lessee elects not to
terminate this Agreement within the aforesaid twenty (20) day period, the Lessee
shall have no further right to terminate this Agreement and the letting
thereunder pursuant to the provisions of this paragraph (e), but the Port
Authority shall continue the performance of the repairs and rebuilding with due
diligence.

            (f) In the event of damage to the premises as a result of a casualty
under circumstances described in subparagraph (a)(2), above, prior to exercising
its right to terminate the letting of any Area or Areas as provided in paragraph
(b), above, or to terminate the letting of the entire premises as elsewhere
provided in this Section 9, the Lessee may request the Port Authority to advise
it whether it then has available for leasing any space located on contiguous
floors in the World Trade Center comparable in size


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to the portion of the premises damaged by the casualty. In the event the Port
Authority has any such substitute space available for leasing to the Lessee,
the Port Authority will so advise the Lessee and will further advise the Lessee
of the annual rates of basic rental and additional basic rental for such
substitute space which shall be equivalent to the annual rates then being
charged by the Port Authority for comparable space at the Facility let on an "as
is" basis with no finishing allowance, no work to be provided by the Port
Authority and no rent concession or free rent to be provided by the Port
Authority. In the event the Lessee shall advise the Port Authority of its
intention unconditionally to lease any such substitute space, the Port Authority
will prepare and submit to the Lessee for its execution an appropriate agreement
supplementing this Agreement and providing for the letting of such substitute
space for a term commencing as soon as practicable following the date the Lessee
advises the Port Authority of its intention to lease such substitute space and
expiring on the day preceding the day the Lessee resumes its permitted business
operations in the portion of the premises damaged by the casualty. Any such
supplemental agreement prepared by the Port Authority pursuant to the provisions
of this paragraph (f) shall provide for the letting of the substitute space upon
all of the terms and conditions set forth in this Agreement except as herein
modified. Provided that the terms and conditions of the supplemental agreement
submitted by the Port Authority are in accordance with the provisions of this
paragraph (f), the Lessee shall execute such agreement and return it to the Port
Authority within thirty (30) days after its receipt thereof. In the event the
Lessee shall fail to execute such agreement prepared by the Port Authority with
respect to such substitute space within the aforesaid time period, then the
Lessee shall have no further rights or interest in or to such substitute space,
the Port Authority shall have no further obligation under this paragraph (f) to
offer such substitute space to the Lessee, the Port Authority shall have the
right to lease such substitute space, or any portion thereof, to others on terms
and conditions (including but not limited to rental, term, space finishing and
use provisions) different from those which would have governed the letting to
the Lessee, all as the Port Authority in its discretion may determine, and the
Lessee may exercise its rights to terminate the letting of all or a portion of
the premises as set forth elsewhere in this Section 9. The Lessee may likewise
exercise its rights to terminate all or a portion of the premises on the terms
and conditions set forth elsewhere in this Section 9 in the event the Port
Authority advises the Lessee that no substitute space is available for leasing,
as hereinabove defined, at the time of the occurrence of the casualty. The
Lessee expressly understands and agrees that the provisions of this paragraph
(f) are subject to the then existing availability of space for leasing.
Substitute space shall be deemed available for leasing for the purposes of this
paragraph (f) if (i) it is then unoccupied and either (x) not the subject of any
lease negotiations between the Port Authority and any third party or (y) not
covered under the terms of an existing agreement of lease or other valid
agreement granting present or future rights of occupancy or, if occupied
pursuant to the terms of an existing agreement of lease, the letting under such
lease is scheduled to expire within thirty (30) days following the date the
Lessee advises the Port Authority of the desire to lease such substitute space
and (ii) the Port Authority has not granted any right or option to any third
party with respect to the letting or occupancy of such substitute space,
including but not limited to rights to renew or extend any existing tenancy.
Further, the Port Authority shall not be obligated to terminate the letting or
otherwise end the occupancy of a tenant currently in possession of any space
prior to the scheduled expiration date of such letting, nor shall anything
herein be deemed to prevent the Port Authority from renewing or extending any
lease covering any space or from otherwise continuing in occupancy a tenant of
any space in order to make any such space available for leasing.

            (g) The parties do hereby stipulate that neither the provisions of
Section 227 of the Real Property Law of the State of New York nor those of any
other similar statute shall extend or apply to this Agreement.

            (h) The Lessee shall give the Port Authority prompt notice in case
of any fire or casualty


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in the premises if the occurrence is actually known to a management level
employee of the Lessee and was caused by the Lessee, its officers, members,
employees, or by its agents, representatives, contractors, customers, guests
or invitees of the Lessee while on the premises with the consent of the Lessee.

            (i) In the event of a partial or total destruction of the premises,
the Lessee shall as soon as reasonably practicable remove any and all of its
salvageable property from the premises (in the case of a total destruction) or
the portion thereof destroyed (in the case of a partial destruction) and if the
Lessee does not promptly so remove, the Port Authority may, upon fifteen (15)
days' prior notice, remove the Lessee's property to a public warehouse for
deposit and the Lessee hereby agrees to pay the Port Authority's reasonable
costs for removal of such property and its out-of-pocket expenses for storage of
the Lessee's property as the same is incurred and in the event the Lessee does
not pay any amount due to the Port Authority, the Port Authority may, upon ten
(10) days' prior notice, sell the Lessee's property so stored at either public
auction or private sale, the proceeds of which shall be applied, first, to the
Port Authority's reasonable costs for removal and its actual out-of-pocket
expenses of storage and sale and, second, to any sums owed by the Lessee to the
Port Authority, with any balance remaining to be paid to the Lessee; if the Port
Authority's reasonable costs of removal and its out-of-pocket expenses for
storage and sale shall exceed the proceeds of sale, the Lessee shall pay such
excess to the Port Authority within thirty (30) days after demand therefor.

            (j) If the damage to the premises or other areas of the World Trade
Center was caused by the fault of the Lessee, its officers, members, employees,
customers, guests, invitees, or other persons who are doing business with the
Lessee, or who are on the premises with the Lessee's consent, then,
notwithstanding the provisions of paragraph (a), above, the Lessee shall not be
entitled to an abatement of rentals unless and only to the extent that the Port
Authority actually receives proceeds of rental insurance in effect in connection
with the damage or would have been entitled to receive such proceeds if the Port
Authority had carried a policy of rental insurance providing such proceeds,
provided such policy of rental insurance is then available on commercially
reasonable terms to owners of first class office buildings in downtown
Manhattan, provided however that if at any time because of this provision for
abatement the insurance carrier of any policy covering the premises or any part
thereof shall increase the premiums otherwise payable for any policy of fire,
extended coverage or rental coverage applicable to the premises, the Lessee
shall pay to the Port Authority an amount equivalent to such increase or
increases within thirty (30) days after demand therefor and in the event the
Lessee elects not to pay such amount to the Port Authority the Lessee shall not
be entitled to abatement; and provided further that if at any time this
provision for abatement shall invalidate any such policy of insurance or reduce,
limit or void the rights of the Port Authority thereunder, or if because of this
provision for abatement any such carrier shall cancel any such policy or shall
refuse to issue or renew the same or shall take any other action to alter,
decrease or diminish the benefits of the Port Authority under the policy, then
the Port Authority shall promptly so notify the Lessee and this provision for
abatement shall be void and of no effect. Nothing contained herein shall be
deemed to obligate the Port Authority to maintain or procure any policy of fire,
extended coverage, or rental coverage applicable to the premises.

            (k) In the event the damage to the premises referred to in this
Section 9 occurs to a part or all of the portion of the premises utilized by the
Lessee as a computer room and provided such computer room does not exceed
eighteen thousand (18,000) rentable square feet, the abatement granted to the
Lessee with respect to the damaged part of the computer room shall be determined
in accordance with the provisions of Section 18 of this Agreement entitled
"Abatement of Rental" and shall be calculated at twice the annual per rentable
square foot rate of basic rental and additional basic rental payable at the time
of the casualty for the portion of the premises in which the computer room is
located. In the event that as a result of a fire or


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other casualty the letting as to the entire premises is terminated pursuant to
the provisions of this Section 9 entitled "Casualty", the basic rental and
additional basic rental payable with respect to the damaged portion of the
premises only (including the special computation for the Lessee's computer room
referred to in the preceding sentence) shall be abated in accordance with the
provisions of Section 18 of this Agreement entitled "Abatement of Rental" for
the period commencing from the occurrence of the damage to the effective date of
the termination of this Agreement; and, upon any termination of this Agreement
pursuant to the provisions of this Section 9, the Lessee's liability for basic
rental and additional basic rental payable under this Agreement shall cease
accruing for any period subsequent to the effective date of such termination,
and any prepaid portion of rental hereunder attributable to any period after
such effective date of termination.

Section 10. Indemnity

            (a) Subject to all of the provisions of Section 37 of this Agreement
entitled "Liability Insurance", the Lessee shall indemnify and hold harmless the
Port Authority, its Commissioners, officers, agents. contractors,
representatives and employees from (and shall reimburse the Port Authority for
the Port Authority's reasonable out-of-pocket costs or expenses including
reasonable out-of-pocket legal expenses incurred in connection with the defense
of) all claims and demands of third persons, including but not limited to those
for death, for personal injuries, or for property damages, arising: (i) out of
any default of the Lessee in performing or observing any term or provision of
this Agreement, or (ii) out of the use or occupancy of the premises by the
Lessee or by others with its consent (it being understood that the Lessee's
indemnification obligation pursuant to this clause (ii) shall not extend to
third party claims based solely on a violation of the Statutes, as such term is
defined in paragraph (g) of Section 7 of this Agreement, provided the Lessee's
use and occupancy' of the premises is in compliance with the purposes enumerated
in Section 3 of this Agreement), or (iii) out of any of the negligent acts or
omissions or willful misconduct of the Lessee, its directors, partners,
officers, members, employees, agents, representatives, contractors, customers,
guests, invitees and other persons who are doing business with the Lessee or who
are at the premises with the Lessee's consent where such negligent acts or
omissions or willful misconduct occur on the premises, or (iv) arising out of
any negligent acts or omissions or willful misconduct of the Lessee, its
directors, partners, officers, members, employees, agents and representatives
where such negligent acts or omissions or willful misconduct occur elsewhere at
the World Trade Center, provided that for purposes of this clause (iv), such
negligent acts or omissions or willful misconduct, as to Lessee's employees,
agents or representatives, occurs while they are acting at the direction of the
Lessee and within the scope of their respective employment, agency or
representation. Nothing herein is intended to require the Lessee to indemnify
the Port Authority, its Commissioners, officers, agents, contractors,
representatives and employees from any claims and demands of third persons
arising out of the negligence or willful misconduct of the Port Authority, its
Commissioners, officers, agents, contractors, representatives and employees.
Nothing set forth in this paragraph is intended or shall be deemed to alter the
obligations of the Lessee and the Port Authority with respect to damage to the
property of the Lessee or of the Port Authority in the event the premises are
damaged by a casualty which obligations shall be as provided in Section 9 of
this Agreement entitled "Casualty".

            (b) If so directed, the Lessee shall at its own expense defend any
suit based upon any such claim or demand (even if such suit, claim or demand is
groundless, false or fraudulent), and in handling such it shall not, without
obtaining express advance permission from the General Counsel of the Port
Authority, raise any defense involving in any way the jurisdiction of the
tribunal over the person of the Port Authority, the immunity of the Port
Authority, its Commissioners, officers, agents or employees, the governmental
nature of the Port Authority or the provisions of any statutes respecting suits
against the Port


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Authority.

Section 11. Ingress and Egress

            The Lessee solely for itself, its directors, officers, partners,
members, employees, agents representatives, contractors, customers, guests and
such business invitees as are at the premises in connection with the transaction
of the business of the Lessee, shall have the right of ingress and egress
between the premises and all common areas and common facilities of the World
Trade Center and the City streets outside the World Trade Center on a 24-hour
per day, 365-day per year basis, subject to such security arrangements and
reasonable rules and regulations that may be imposed by the Port Authority from
time-to-time, provided such rules and regulations are imposed in accordance with
the provisions of Section 6 of this Agreement entitled "Rules and Regulations".
Such right shall be exercised by means of such corridors, lobbies, public areas
and pedestrian or vehicular ways, and by means of such elevators, escalators or
other facilities for movement of persons or property, to be used subject to all
the provisions of this Agreement and in common with others having rights of
passage and movement within the World Trade Center, as may from time-to-time be
reasonably designated by the Port Authority for the use of the public. The use
of any such facility, was or other area shall be subject to the rules and
regulations of the Port Authority which are now in effect or such further
reasonable rules and regulations which may hereafter be promulgated for the
safe and efficient operation of the World Trade Center. The Port Authority may,
at any time, temporarily or permanently close, move, change or limit the use of,
or consent to or request the closing, moving, changing or limitation of the use
of, any such facility, way or any other area at or near the World Trade Center
presently or hereafter used as such, so long as a reasonably comparable means of
ingress and egress to that provided as of the date hereof remains available to
the Lessee. The Lessee shall not do or permit anything to be done which will
interfere with the free access and passage of others to space adjacent to the
premises or in any areas, streets, ways, facilities and walks near the premises.

Section 12. Construction by the Lessee

            (a) Except in accordance with the provisions of this Section 12, the
Lessee shall not erect any structures, make any modifications, alterations,
additions, improvements, repairs or replacements or do any construction work on
or to the premises, or install any fixtures in or on the premises (other than
trade fixtures, removable without material injury to the premises and Minor Work
as defined in paragraph (k) of this Section 12) without the prior consent of the
Port Authority. In considering the Lessee's requests for such consent, the Port
Authority shall not act arbitrarily and capriciously, and the Port Authority
shall not withhold such consent except for reasons of safety, health,
operational utility, impact on or compatibility of the proposed work on building
systems, or on other parts of the World Trade Center, or unless the proposed
work, in the opinion of the Port Authority's Chief Engineer, acting in a
non-arbitrary and non-capricious manner, shall fail to comply with all
governmental laws, ordinances, enactments, resolutions, rules, and orders,
including, without limitation, the enactments, ordinances, resolutions, and
regulations of the City of New York and its various Departments, Boards, and
Bureaus that are applicable, or which would be applicable if the Port Authority
were a private corporation, or fails to comply with all applicable requirements
of the Insurance Services Office of New York (the "Standards"). In the event any
construction, improvement, alteration, modification, addition, repair or
replacement work is made or done by the Lessee, with or without the Port
Authority's consent, and unless the consent of the Port Authority shall
expressly provide otherwise, all such modifications, alterations, additions,
improvements, repairs or replacements made in, on, or to the premises, and any
fixtures installed as part of such work in or on the premises (other than trade
fixtures removable without material injury to the premises, and Minor Work as
defined in paragraph


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(k) of this Section 12, which may be removed by the Lessee during the term or at
the expiration thereof) shall immediately become the property of the Port
Authority and the Lessee shall have no right to change or remove the same either
during the term of this Agreement or at the expiration of such term, except as
otherwise expressly provided in this paragraph, and as otherwise set forth
elsewhere in this Agreement. Notwithstanding the foregoing, within thirty (30)
days after notice from the Port Authority given at any time during the letting,
the Lessee shall remove or change any modifications, alterations, additions,
improvements, repairs or replacements made in, on, or to the premises, and any
fixtures installed as part of such work in or on the premises (other than trade
fixtures and air cooling or security equipment installed by the Lessee,
removable without material injury to the premises, and Minor Work as defined in
paragraph (k) of this Section 12) made or done by it without the Port
Authority's consent, provided however that the Port Authority's determination
to require such removal shall not be arbitrary and capricious, and shall be
based upon the Standards. The Lessee on or before the expiration or earlier
termination of this Agreement shall remove all modular furniture, computer and
telecommunications equipment, and all standard office equipment, inventories,
removable trade fixtures and other personal property of the Lessee or for which
the Lessee is responsible unless within sixty (60) days prior to the expiration
of this Agreement or within sixty (60) days after the termination of this
Agreement the Port Authority advises the Lessee as to which of the aforesaid
items the Lessee need not remove. In the event the Lessee removes electrical or
plumbing fixtures, the Lessee shall cap all altered electrical and plumbing
lines flush with walls, floors, and ceilings, but nothing contained in this
paragraph shall, or shall be deemed to require the Lessee to remove electrical
or plumbing fixtures unless such obligation is imposed on the Lessee in
paragraph (a) or elsewhere in this Agreement. Nothing contained in this
paragraph shall, or shall be deemed to affect the Lessee's maintenance
obligations with respect to the premises as set forth elsewhere in this
Agreement.

            (b) (i) The Port Authority shall deliver the premises to the Lessee
in its "as is" condition, on the expiration of the term of the letting under the
Existing Lease and the Lessee agrees to and shall take the premises in such "as
is" condition. The Port Authority shall have no obligation for finishing work or
for the preparation of the premises for the Lessee's use.

                  (ii) The Lessee acknowledges that it has not relied upon any
representation or statement of the Port Authority, or of its Commissioners,
officers, agents or employees as to the suitability of the premises for the
operations permitted therein by this Agreement, except for such representations
as are expressly set forth in this Agreement.

            (c) (1) Except as otherwise expressly set forth in this Agreement,
the Lessee agrees to perform at its sole cost and expense all construction and
installation work that it may require to fit-out, renovate, finish off and
decorate the premises, including any Additional Space which becomes included in
the premises pursuant to the provisions of Section 44 of this Agreement, (any
such construction and installation work to be performed by the Lessee being
hereinafter referred to as "the Lessee's construction work"). Except as
otherwise expressly set forth in this Agreement (including, without limitation,
in paragraph (k) of this Section 12 with respect to Minor Work), prior to the
commencement of any portion of the Lessee's construction work the Lessee shall
submit to the Port Authority for its approval a construction application, in the
form attached to this Agreement, hereby made a part hereof and marked "Exhibit
C" (which form, as such form may be amended from time to time during the term of
the letting hereunder is hereinafter referred to as the "Construction
Application"), and appropriate plans and specifications, setting forth the
Lessee's construction work, and the manner of and estimated time periods for
performing such work, in reasonably sufficient detail as shall enable the Port
Authority, acting in a non-arbitrary and noncapricious manner, to review such
Construction Application and the plans and specifications forming a part
thereof, to determine whether the work shown thereon complies with the
Standards, and as shall enable the


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Lessee's contractor to perform the work described therein and shown thereon. The
Lessee may submit one Construction Application covering all of the Lessee's
construction work which the Lessee proposes to perform in the premises, or may
submit a separate Construction Application with respect to one or more portions
of the premises so long as each such Construction Application shall at least
cover all of the Lessee's construction work which the Lessee proposes to perform
in its premises on any single floor. The data to be supplied by the Lessee
with each Construction Application submitted shall describe the fixtures,
equipment and systems, if any, to be installed by the Lessee in the Area
covered by such Construction Application or, if already installed therein, to
be modified by the Lessee, including those for the emission, handling and
distribution of heat, air conditioning, domestic hot and cold water and
electricity, in reasonably sufficient detail as shall enable the Port Authority,
acting in a non-arbitrary and non-capricious manner, to review such data to
determine whether the Standards have been complied with, and as shall enable the
Lessee's contractor to perform the work described therein and shown thereon, and
shall show the proposed method of tying in such fixtures, equipment and systems,
to the utility lines or connections provided by the Port Authority in the
electric closets located on the various floors on which each portion of the
premises is located. The Lessee shall install in each portion of the premises
for the Lessee's exclusive use all electrical distribution equipment required
horizontally from the point of supply on each floor on which such portion of the
premises is located to the panel boxes servicing such portion of the premises,
including but not limited to, service switches, current transformer cabinets and
meter pans, suitable for the installation by the Port Authority at its cost and
expense of an electric meter, unless such electrical distribution equipment
already exists therein. Unless the Lessee shall elect the option for
Professional Certification described in Rider G attached to the Construction
Application with respect to the Lessee's construction work, no portion of the
Lessee's construction work shall be commenced by the Lessee until the
Construction Application, and the plans and specifications forming a part
thereof, covering such work have been finally approved by the Port Authority in
accordance with the provisions of this Section 12. In the event of any
inconsistency between the provisions of this Agreement and those in any
Construction Application submitted by the Lessee (including but not limited to
paragraphs 5 and 11 and subparagraph (c) of paragraph 10 of the Terms and
Conditions and the Indemnity Section of Rider B of the Construction
Application), the provisions of this Agreement shall control. The Lessee shall
be responsible at its sole expense for retaining all architectural, engineering
and other technical consultants and services as the Port Authority, acting in a
non-arbitrary and non-capricious manner, shall determine is necessary to prepare
the Lessee's plans and specifications in form sufficient to enable the Port
Authority to review the Lessee's plans and specifications in accordance with the
provisions of this Section 12, and in connection with the Port Authority's
review of such plans and specifications the Lessee shall submit to the Port
Authority, at the Port Authority's written request, such additional data,
detail, or information as the Port Authority, acting in a non-arbitrary and
non-capricious manner, shall determine is required to make a determination as to
whether such plans and specifications conform to the Standards. The plans and
specifications to be submitted by the Lessee to the Port Authority shall bear
the seal of an architect or professional engineer licensed in the State of New
York, who shall be responsible for the administration of the work, and shall be
in sufficient detail for the Lessee's contractor to perform the work. The Lessee
shall not engage any contractor or permit the use of any subcontractor unless
and until each such contractor or subcontractor shall have been approved by the
Port Authority as hereinafter provided. In considering the Lessee's requests for
approval of contractors and subcontractors, the Port Authority shall within five
(5) business days after receiving the Lessee's written request therefor, advise
the Lessee of its approval or disapproval of the contractors and/or
subcontractors proposed by the Lessee and shall not disapprove of a contractor
or subcontractor unless such contractor or subcontractor has been indicted or
convicted in any jurisdiction; been suspended, debarred, found not responsible
or otherwise disqualified from entering into any contract with any governmental
agency or been denied a government contract for failure to meet standards
related to the integrity of the contractor or subcontractor; had a contract
terminated by any governmental agency for breach of contract or for any cause
based in whole or in part on


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an indictment or conviction; had any sanction imposed as a result of a judicial
or administrative proceeding related to fraud, extortion, bribery, bid rigging,
embezzlement, misrepresentation or antitrust regardless of the dollar amount of
the sanctions or the date of their imposition; has been, or is currently, the
subject of a criminal investigation by any federal, state or local prosecuting
or investigative agency and/or a civil antitrust investigation by any federal,
state or local prosecuting or investigative agency; or unless the Port
Authority, acting in a non-arbitrary and non-capricious manner, shall determine
that such contractor or subcontractor will adversely affect or interfere with
the operation of the Facility, or will cause or contribute to the causing of
labor disturbances thereat. In the event the Port Authority fails to respond to
the Lessee's request for approval of a contractor or subcontractor within five
(5) business days after receipt of the request therefor, such contractor or
subcontractor shall be deemed approved by the Port Authority. The Lessee shall
include in each such contract or subcontract such provisions as are required to
be included therein pursuant to the provisions of the Construction Application.

                  (2) (A) Unless the Lessee shall elect the option for
Professional Certification described in subdivision (B) of this subparagraph
(2), the Port Authority will review each Construction Application submitted by
the Lessee, and the complete plans and specifications forming a part thereof,
and shall either approve or disapprove such Construction Application, together
with the complete plans and specifications forming a part thereof, based upon
the Standards, or shall forward such comments, in reasonably sufficient detail,
requesting such revisions or modifications thereto as the Port Authority, acting
in a non-arbitrary and non-capricious manner, may find necessary based upon the
Standards, within twenty-two (22) business days after the Port Authority's
receipt of such Construction Application, together with the complete plans and
specifications forming a part thereof, provided however that if the Lessee shall
give the Port Authority not less than twelve (12) business days notice of the
date the Lessee intends to deliver a Construction Application, and the complete
plans and specifications forming a part thereof, to the Port Authority, and
shall actually deliver such Construction Application, and the complete plans and
specifications forming a part thereof, to the Port Authority by the date
specified in the Lessee's notice, and such Construction Application, and the
complete plans and specifications forming a part thereof, actually covers all
of the Lessee's construction work to be performed in the portion of the premises
covered by such Construction Application, the Port Authority shall either
approve or disapprove such Construction Application, and the complete plans and
specifications forming a part thereof, based upon the Standards, or forward
comments, in reasonably sufficient detail, requesting such revisions and
modifications thereto as the Port Authority, acting in a non-arbitrary and
non-capricious manner, shall determine are required based upon the Standards,
within ten (10) business days after the date specified in the Lessee's notice.
If the Port Authority disapproves the Lessee's plans and specifications, or if
revisions and modifications are requested by the Port Authority prior to the
approval of such plans and specifications, the Port Authority shall set forth,
in reasonably sufficient detail, the reasons for such disapproval, or the
reasons such revisions or modifications are required. The Lessee shall submit
revised plans and specifications, or revisions and modifications to the plans
and specifications originally submitted, as the case may be, promptly. The Port
Authority will respond by giving its approval or disapproval, or by requesting
further revisions or modifications, within sixteen (16) business days of each
resubmission, based upon the Standards, in each case setting forth, in
reasonably sufficient detail, the reasons for its actions, provided however
that if the Lessee shall give the Port Authority not less than twelve (12)
business days notice of the date the Lessee intends to deliver such revised
plans and specifications, or revisions and modifications to the plans and
specifications originally submitted, as the case may be, and shall actually
deliver such revised plans and specifications, or revisions and modifications to
the plans and specifications originally submitted, as the case may be, to the
Port Authority by the date specified in the Lessee's notice the Port Authority
will respond by giving its approval or disapproval, or by requesting further
revisions or modifications, within ten (10) business days after the date
specified in the Lessee's notice, in each case setting forth, in reasonably


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sufficient detail, the reasons for its actions.

                  (B) (i) In the event the Lessee elects the option for
Professional Certification as described in Rider G attached to Exhibit C (which
option is hereinafter referred to as the "Professional Certification Procedure")
with respect to any portion of the Lessee's construction work, then,
notwithstanding anything to the contrary set forth in subparagraph (1) of this
paragraph (c), and in subdivision (A) of this subparagraph (2), but without
otherwise limiting the generality of the provisions thereof, the provisions of
this subdivision (B) shall be applicable to the Port Authority's review of the
Construction Application, and the plans and specifications forming a part
thereof, covering such work. The Lessee shall advise the Port Authority in
writing that the Lessee elects to use the Professional Certification Procedure
with respect to such work, and in such notice shall set forth the name of the
licensed architect or professional engineer selected by the Lessee to prepare
and certify the Construction Application, and the plans and specifications
forming a part thereof, covering such work. If such licensed architect or
professional engineer has not been previously qualified or approved by the
Port Authority as eligible to participate in the Professional Certification
Procedure the Port Authority will approve or disapprove the licensed architect
or professional engineer selected by the Lessee within three (3) business days
after the submission of all the information listed in paragraph 6B of the
applicant's certification portion of Rider G attached to the Construction
Application covering such work. The Port Authority shall thereafter review each
Construction Application submitted by the Lessee with respect to work as to
which the Lessee has elected to use the Professional Certification Procedure,
and the complete plans and specifications forming a part thereof, based upon the
Standards, and shall forward comments with respect thereto to the Lessee and its
licensed architect or engineer within ten (10) business days after the Port
Authority's receipt of such Construction Application, and the complete plans and
specifications forming a part thereof. In connection with the foregoing, if the
Lessee elects to use the Professional Certification Procedure for performance of
its work, the Port Authority will not impose a fee for its review of the
Lessee's Construction Application and the plans and specifications covering such
work. The Lessee may commence the performance of all work, other than work which
affects the structure of the building, or which involves the connection of
facilities, equipment, lines, wires, pipes, or ducts installed or modified by
the Lessee to the building automatic sprinkler, fire alarm, or other life-safety
systems, or the building electrical, plumbing, mechanical, or other utility
systems providing services or utilities to any portion of the premises, with
respect to which it has elected to use the Professional Certification Procedure
in accordance with the Construction Application covering such work, and the
complete plans and specifications forming a part thereof, on the eleventh
business day following the Port Authority's receipt of the Construction
Application, and the complete plans and specifications forming a part thereof,
whether or not the Lessee has received the Port Authority's comments with
respect to such work. Prior to the commencement of any work with respect to
which the Lessee has elected to use the Professional Certification Procedure,
the Lessee shall meet with the General Manager, Tenant Services, World Trade
Department, or his designee. The Port Authority will make the General Manager,
Tenant Services, World Trade Department, or his designee, available to meet with
the Lessee within three (3) business days of a request by the Lessee for such a
meeting. The Lessee shall not commence any work which affects the structure of
the building, or which involves the connection of facilities, equipment, lines,
wires, pipes, or ducts installed or modified by the Lessee to the building
automatic sprinkler, fire alarm, or other life-safety systems, or the building
electrical, plumbing, mechanical, or other utility systems providing services or
utilities to any portion of the premises, until the Lessee's receipt of the Port
Authority's comments on such work, and, if the Port Authority has requested
corrections, modifications, revisions, or amendments to the plans and
specifications submitted by the Lessee relating to work which affects the
structure of the building, or which involves the connection of facilities,
equipment, lines, wires, pipes, or ducts installed or modified by the Lessee to
the building automatic sprinkler, fire alarm, or other life-safety systems, or
the building electrical, plumbing, mechanical, or other utility systems
providing services or utilities to any portion of the


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premises, the Lessee shall not commence any such work until the Lessee has
submitted corrected, modified, revised or amended plans and specifications
covering such work in response to the Port Authority's comments, and the Port
Authority has notified the Lessee that it has no further comments on such
corrected, modified, revised or amended plans and specifications. The Port
Authority will comment on corrected, modified, revised or amended plans and
specifications relating to work which affects the structure of the building, or
which involves the connection of facilities, equipment, lines, wires, pipes, or
ducts installed or modified by the Lessee to the building automatic sprinkler,
fire alarm, or other life-safety systems, or the building electrical, plumbing,
mechanical, or other utility systems providing services or utilities to any
portion of the premises, submitted by the Lessee in response to Port Authority
comments within five (5) business days after the Port Authority's receipt of
each resubmission. The Lessee may submit corrected, modified, revised or amended
plans and specifications in response to the comments made by the Port Authority
on any aspect of the Lessee's plans and specifications not affecting the
structure of the building, and which does not involve the connection of
facilities, equipment, lines, wires, pipes, or ducts installed or modified by
the Lessee to the building automatic sprinkler, fire alarm, or other life-safety
systems, or the building electrical, plumbing, mechanical, or other utility
systems providing services or utilities to any portion of the premises, but the
Port Authority shall have no obligation to review such corrected, modified,
revised or amended plans and specifications, or to comment thereon.

                                (ii) If the Construction Application submitted
by the Lessee covering work with respect to which the Lessee has elected to use
the Professional Certification Procedure, and the complete plans and
specifications forming a part thereof, is selected by the Port Authority for
complete construction document review as provided in paragraph 7A of Rider G,
such review shall be in addition to the review described in sub-subdivision (i)
of this subdivision (B), and the time periods within which such review shall be
conducted shall be those set forth in paragraph 12 of Form G-1 attached to Rider
G, but the Lessee may proceed to perform the work shown on the Construction
Application submitted by the Lessee with respect to such work, and the plans and
specifications forming a part thereof, subject to and in accordance with the
Professional Certification Procedure described in sub-subdivision (i) of this
subdivision (B), whether or not the Port Authority shall deliver complete
construction document review comments or findings within the applicable time
periods set forth in paragraph 12 of Form G-1 attached to Rider G.
Notwithstanding the provisions of subdivision (C) of this subparagraph (c), or
any other provision of this Agreement, the Lessee shall not be entitled to any
rental credit if the Port Authority shall fail to deliver complete construction
document review comments or findings within the applicable time periods set
forth in paragraph 12 of Form G-1 attached to Rider, but nothing contained
herein shall affect the Lessee's entitlement to the rental credit described in
subdivision (C) of this subparagraph (c) in the event the Port Authority shall
fail to deliver comments within the time periods set forth in sub-subdivision
(i) of this subdivision (B), or shall fail to inspect the premises within the
time periods set forth in sub-subdivision (iii) of this subdivision (B).

                                (iii) If the Lessee has elected to use the
Professional Certification Procedure with respect to any portion of the Lessee's
construction work, then upon final completion of all such work in accordance
with the Construction Application submitted by the Lessee, and the final plans
and specifications forming a part thereof, covering such work, the Lessee shall
supply the Port Authority with a certificate signed by the Lessee and a
certificate signed by the Lessee's qualified architect or professional engineer,
each certifying that all of the work to which the certificates relate has been
finally completed in accordance with the Construction Application, and the final
plans and specifications forming a part thereof, covering such work submitted to
the Port Authority, the provisions of this Agreement, and in compliance with the
applicable Legal Requirements, the Legal Requirements that would be applicable
if the Port Authority were a private corporation, and the Standards, as well as
the Port Authority technical/design


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standards referred to in Rider G. In lieu of its own certificate, the Lessee may
deliver to the Port Authority the final certificate of the Lessee's licensed
architect or engineer together with a statement signed by the Lessee stating
that the statement of the licensed architect or engineer is being delivered by
such licensed architect or engineer as an authorized representative of the
Lessee as well as in the capacity of licensed architect or engineer and that the
Lessee agrees to be bound by such certificate with the same force and effect as
if said certificate had been executed by the Lessee. Within five (5) business
days after the Port Authority's receipt of such certificates, the Port Authority
shall inspect the work covered by the certificates, and if that portion of the
work covered by such certificates which affects the structure of the building or
which involves the connection of facilities, equipment, lines, wires, pipes, or
ducts installed or modified by the Lessee to the building automatic sprinkler,
fire alarm, or other life-safety systems, or the building electrical, plumbing,
mechanical, or other utility systems providing services or utilities to any
portion of the premises, has been completed as certified by the Lessee and such
architect or engineer, the Port Authority's General Manager, Tenant Services,
World Trade Department, shall deliver to the Lessee a "Consent to Use and
Occupy" with respect to the area of the premises in which the work covered by
the certificates has been performed. If the Port Authority's General Manager,
Tenant Services, acting in a non-arbitrary and non-capricious manner, shall
determine that the Lessee's and the architect's certificate is not correct as it
relates to work which affects the structure of the building, or which involves
the connection of facilities, equipment, lines, wires, pipes, or ducts installed
or modified by the Lessee to the building automatic sprinkler, fire alarm, or
other life-safety systems, or the building electrical, plumbing, mechanical, or
other utility systems providing services or utilities to any portion of the
premises, the Port Authority shall deliver to the Lessee within such five (5)
business day period a statement setting forth, in reasonably sufficient detail,
its reasons for not certifying such work, and the Lessee shall redo or modify
such work prior to the commencement of its occupancy, provided that the Lessee
may continue to use portions of the initially let premises during the
performance therein of the Lessee's construction work, subject to Port Authority
approval. The Port Authority shall not act unreasonably in determining whether
to permit the Lessee to use such portions, it being understood that the Port
Authority will not permit the Lessee to occupy such portions of the premises
during performance of work if occupancy during performance would endanger the
health or safety of the occupants or if occupancy would not be permitted prior
to issuance of a certificate of occupancy were the building in which the
premises are located owned or operated by a private party as opposed to a public
entity. The Lessee understands that it shall be required to redo or modify any
portion of the Lessee's construction work, regardless of whether such work
affects the structure of the building, or affects, modifies, or involves the
connection of facilities, equipment, lines, wires, pipes, or ducts installed or
modified by the Lessee to the building automatic sprinkler, fire alarm, or other
life-safety systems, or the building electrical, plumbing, mechanical, or other
utility systems providing services or utilities to any portion of the premises,
which is not done in compliance with all the applicable Legal Requirements, and
all Legal Requirements that would be applicable if the Port Authority were a
private corporation, as well as the Standards, and the Port Authority
technical/design standards referred to in Rider G, whether or not such work was
commented upon in the findings submitted by the Port Authority as part of the
Professional Certification Procedure described in sub-subdivision (i) of this
subdivision (B). Upon receipt of a "Consent to Use and Occupy" from the Port
Authority with respect to any area of the premises, the Lessee shall supply the
Port Authority with "as built" drawings with respect to the Lessee's
construction work performed in such area in such form and number as are
requested by the Port Authority, acting reasonably. From and after the Lessee's
receipt of a Consent to Use and Occupy any area of the premises, all risks with
respect to the Lessee's construction work performed therein, and any liability
therefor for negligence or other reason, shall be borne by the Lessee, whether
or not such work has been inspected by the Port Authority. The provisions of
subdivision (C) of this paragraph shall be applicable to the time period within
which the Port Authority is to review and inspect any portion of the Lessee's
construction work which affects the structure of the building or which involves
the connection of facilities, equipment, lines, wires, pipes, or ducts installed
or modified by the Lessee to


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the building sprinkler, fire alarm, or other life-safety systems, or the
building electrical, plumbing, mechanical, or other utility systems providing
services or utilities to any portion of the premises, as set forth in this
sub-subdivision (iii). With respect to portions of the premises within which the
Lessee is performing construction work, the Lessee shall not be permitted to
occupy such portions of the premises for the purposes set forth in Section 3 of
this Agreement prior to the issuance by the Port Authority of a Consent to Use
and Occupy except as specifically provided otherwise in this Section 12.

                  (C) The review periods and inspection periods set forth in
subdivisions (A) and (B) of this subparagraph (2) and in paragraph (f) of this
Section 12 with respect to the review and inspection by the Port Authority as to
each Construction Application and the plans and specifications forming a part
thereof and any resubmission of corrected, modified or amended plans and
specifications with respect to such Construction Application shall be individual
to such Construction Application and without regard to the review periods or
inspection periods with respect to any other Construction Application. If the
Port Authority fails to review any Construction Application submitted by the
Lessee with respect to the Lessee's construction work, and the plans and
specifications forming a part thereof, or any corrected, modified or amended
plans and specifications submitted by the Lessee to the Port Authority in
connection therewith within the applicable review periods set forth in
subdivisions (A) and (B) of this subparagraph (2), and in paragraph (f) of this
Section, as the case may be, or if the Port Authority fails to inspect the
Lessee's construction work in following the completion thereof within the
applicable inspection periods set forth in subdivisions (A) and (B) of this
subparagraph (2), and in paragraph (f) of this Section, as the case may be, then
the total number of calendar days following the last day of the applicable
review period or inspection period with respect to such Construction Application
through and including the day on which the Port Authority submits its approval
or disapproval to the Lessee, or performs the required inspection, as the case
may be, shall be deemed a "Delay Period", and if the Port Authority has
completed its review of the plans and specifications submitted by the Lessee in
connection with such Construction Application, or of any corrected, modified or
amended plans and specifications submitted by the Lessee to the Port Authority
in connection therewith, prior to the last day of the applicable review period
or the Port Authority has performed an inspection prior to the last day of the
applicable inspection period, as the case may be, then the total number of
calendar days following the day on which the Port Authority submits its approval
or disapproval to the Lessee with respect to such Construction Application or
inspection, as the case may be, through and including the last day of the
applicable review or inspection period shall be deemed an "Early Period". If
with respect to any Construction Application submitted by the Lessee the total
number of calendar days in the Delay Period applicable to such Construction
Application exceeds the total number of calendar days in the Early Period
applicable thereto, then for each such excess calendar day the Port Authority
shall grant the Lessee a credit against its basic rental and additional basic
rental obligations under this Agreement equal to the "daily rate of basic rental
per rentable square foot" and the "daily rate of additional basic rental per
rentable square foot" (both hereinafter defined) multiplied by the number of
rentable square feet in the portion of the premises in which the work covered by
such Construction Application is to be performed, or has been performed, as the
case may be. For purposes hereof, the "daily rate of basic rental per rentable
square foot" and the "daily rate of additional basic rental per rentable square
foot" shall be determined by dividing the annual basic rental or the additional
basic rental (as the case may be) applicable to the portion of the premises in
which the work covered by such Construction Application is to be performed, or
has been performed, as the case may be, by the total number of rentable square
feet as to which such annual basic rental or additional basic rental is payable
and by dividing each of the quotients derived therefrom by 365. The credit
against the Lessee's basic rental and additional basic rental described in this
subdivision (C) shall be the Lessee's sole remedy on account of the Port
Authority's failure to review the Construction Application submitted by the
Lessee with respect to any portion of the Lessee's construction work, and the
plans and specifications forming a part thereof, or any corrected, modified or
amended plans and specifications


                                       23
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submitted by the Lessee to the Port Authority in connection therewith within the
applicable review periods set forth in subdivisions (A) and (B) of this
subparagraph (c) and in paragraph (f) of this Section, as the case may be, or as
a result of the Port Authority's failure to inspect any portion of the Lessee's
initial construction work following the completion thereof within the applicable
inspection periods set forth in subdivisions (A) and (B) of this subparagraph
(c), and in paragraph (f) of this Section, as the case may be, and the Port
Authority's entire liability to the Lessee under this Agreement or otherwise as
a result of the Port Authority's failure to review the Construction Application
submitted by the Lessee with respect to any portion of the Lessee's construction
work, and the plans and specifications forming a part thereof, or any
corrected, modified or amended plans and specifications submitted by the Lessee
to the Port Authority in connection therewith within the applicable review
periods set forth in subdivisions (A) and (B) of this subparagraph (c) and in
paragraph (f) of this Section, as the case may be, or as a result of the Port
Authority's failure to inspect any portion of the Lessee's initial construction
work following the completion thereof within the applicable inspection periods
set forth in subdivisions (A) and (B) of this subparagraph (c), and in paragraph
(f) of this Section, as the case may be, shall be limited to the granting of
such credit to the exclusion of all other remedies which the Lessee may have at
law or in equity on account of such failure.

            (d) The Lessee shall include in any contract or subcontract it
enters into with respect to the Lessee's construction work such provisions as
are required in accordance with the provisions of the Construction Application.
The Lessee shall, and shall use its best efforts to cause each of its
contractors and subcontractors to, obtain and maintain in force such insurance
coverage as is specified in the Construction Application including, without
limitation, with respect to the Lessee, to the extent insurable, a contractual
liability endorsement covering the indemnity obligations assumed by the Lessee
in this subparagraph and with respect to its contractors and subcontractors a
contractual liability endorsement to its insurance coverage covering the
obligations to indemnify the Port Authority as required in this subparagraph.
Except as otherwise provided for in this Agreement, and subject to the
provisions of Section 9 hereof entitled "Casualty" and the provisions of Section
37 hereof entitled "Liability Insurance" (including, without limitation, the
waiver of subrogation and release provisions thereof), from and after the
Commencement Date until the delivery by the Port Authority to the Lessee of a
temporary permit to use and occupy any portion of the premises which may be
delivered pursuant to the provisions of paragraph (f) of this Section, or the
delivery of a Consent to Use and Occupy any portion of the premises which may be
delivered pursuant to the provisions of subparagraph (2) (B) (iii) of paragraph
(c) of this Section, as the case may be, the Lessee assumes the risk of loss or
damage to all of the Lessee's construction work performed in such portion of the
premises, and the risk of loss or damage to all property of the Port Authority
arising out of or in connection with the performance of the Lessee's
construction work in such portion of the premises. In the event of such loss or
damage, the Lessee shall forthwith repair, replace and make good the Lessee's
construction work performed in such portion of the premises, and the property of
the Port Authority located therein, without cost or expense to the Port
Authority. Except under circumstances expressly provided for in this Agreement,
and subject to the provisions of Section 9 hereof entitled "Casualty" and the
provisions of Section 37 hereof entitled "Liability Insurance" (including,
without limitation, the waiver of subrogation and release provisions thereof),
the Lessee shall itself and shall use its best efforts to require its
contractors and subcontractors, and, if required by the Construction
Application, its licensed architect or professional engineer, to indemnify and
hold harmless the Port Authority, its Commissioners, officers, agents,
representatives, contractors and employees from and against all claims and
demands, just or unjust, of third persons (including employees, officers, and
agents of the Port Authority) arising or alleged to arise out of the performance
of the Lessee's initial construction work in such portion of the premises, and
for all reasonable out of pocket expenses, including, without limitation
thereto, reasonable legal expenses, incurred by it and by them in the defense,
settlement or satisfaction thereof, including without limitation thereto, claims
and demands for death, for personal injury or for property damage, whether they
arise from the acts or omissions of the Lessee or of any


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contractors of the Lessee, excepting only claims and demands which result solely
from affirmative willful or negligent acts done by the Port Authority, its
Commissioners, officers, agents and employees with respect to the Lessee's
initial construction work performed in such portion of the premises, provided
however that the Lessee shall not be required to indemnify the Port Authority
where such indemnity would be precluded pursuant to the provisions of Section
5-322.1 of the General Obligations Law of the State of New York.

            (e) The Lessee's construction work shall be performed in accordance
with the Construction Application, and final plans and specifications forming a
part thereof, approved by the Port Authority except for such minor deviations
therefrom as may be required because of field conditions encountered by the
Lessee during the performance of the Lessee's construction work and are approved
by the Port Authority acting expeditiously, and in a non-arbitrary and
non-capricious manner (except that no approval is required with respect to any
work other than work which affects the structure of the building, or which
involves the connection of facilities, equipment, lines, wires, pipes or ducts
installed or modified by the Lessee to the building automatic sprinkler, fire
alarm or other life-safety systems, or the building electrical, plumbing,
mechanical or other utility systems providing services or utilities to any
portion of the premises, shown on such Construction Application, and the final
plans and specifications forming a part thereof, if the Lessee elects the option
for Professional Certification) and shall be subject to inspection by the Port
Authority (x) during the progress of the work during normal business hours, and
after normal business hours, if construction work is then being performed. and
(y) after the completion thereof and the Lessee shall, within thirty (30) days
after written notice to the Lessee, redo or replace at its own expense any work
not done in accordance with all applicable Legal Requirements, all Legal
Requirements that would be applicable if the Port Authority were a private
corporation, as well as the Standards, and (if the Lessee elects the option for
Professional Certification) the Port Authority technical/design standards
referred to in Rider G.

            (f) Unless the Lessee elects the option for Professional
Certification as described in Rider G attached to the Construction Application,
upon substantial completion of the Lessee's construction work pursuant to the
Construction Application, and the final plans and specifications forming a part
thereof, approved by the Port Authority, the Lessee shall deliver to the Port
Authority a certificate signed by the Lessee and a certificate signed by the
Lessee's qualified architect or professional engineer, each certifying that
except for "punch list" items remaining to be performed by the Lessee (which
"punch list" items shall be set forth in reasonably sufficient detail in such
certificate(s)) the Lessee's construction work has been performed substantially
in accordance with the Construction Application and the final plans and
specifications forming a part thereof, finally approved by the Port Authority,
except for such minor deviations therefrom as may be required because of field
conditions encountered by the Lessee during the performance of the Lessee's
construction work and are approved by the Port Authority acting expeditiously,
and in a non-arbitrary and non-capricious manner, in accordance with the
provisions of the Lease as herein amended and extended, and in compliance with
all the applicable Legal Requirements, the Legal Requirements that would be
applicable if the Port Authority were a private corporation, and the Standards,
and that all life-safety items have been completed strictly in accordance with
the Construction Application, and the final plans and specifications forming a
part thereof, finally approved by the Port Authority, and in compliance with all
of the applicable Legal Requirements, all Legal Requirements that would be
applicable if the Port Authority were a private corporation, and the Standards.
In lieu of its own certificate, the Lessee may deliver to the Port Authority the
certificate of the Lessee's licensed architect or engineer together with a
statement signed by the Lessee stating that the statement of the Lessee's
licensed architect or engineer is being delivered by such licensed architect or
engineer as an authorized representative of the Lessee as well as in the
capacity of licensed architect or engineer, and that the Lessee agrees to be
bound by such certificate with the same force and effect as if such certificate
had been executed by the Lessee. Within fifteen (15)


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Credit Suisse 042799

business days after the Port Authority's receipt of such certificates (A) the
Port Authority shall inspect the Lessee's construction work, and, (B) if such
work has been substantially completed as certified by the Lessee and its
licensed architect or engineer, the Port Authority's General Manager, Tenant
Services, World Trade Department, shall deliver to the Lessee a temporary
"Permit to Use and Occupy" with respect to such portion of the premises. Except
as otherwise provided in this Agreement, all risks thereafter with respect to
the Lessee's construction work, and any liability therefor for negligence or
other reason shall be subject to all of the provisions of this Agreement
including but not limited to the provisions of Section 8 entitled "Maintenance
and Repair", Section 9 entitled "Casualty" and Section 37 entitled "Liability
Insurance", including without limitation, the waiver of subrogation and release
provisions thereof. The Lessee shall not use or permit the use of any portion of
the premises in which the Lessee's construction work is being performed for any
purpose whatsoever until such temporary Permit to Use and Occupy the premises is
received by the Lessee from the Port Authority's General Manager, Tenant
Services, World Trade Department, and the Lessee shall not use or permit the use
of such portion of the premises even if such Temporary Permit to Use and Occupy
is received with respect thereto if the General Manager, Tenant Services, World
Trade Department, acting in a non-arbitrary and non-capricious manner, states in
such temporary Permit to Use and Occupy that such portion of the premises cannot
be used either for life-safety reasons, or until other specified portions of the
Lessee's initial construction work being performed therein are completed,
provided that the Port Authority's General Manager, Tenant Services, World Trade
Department shall not deny the Lessee the use of such portion of the premises
solely on the basis of "punch list" items unrelated to life-safety reasons and
provided further that the Lessee may continue to use portions of the initially
let premises during the performance therein of the Lessee's construction work,
subject to Port Authority approval. The Port Authority shall not act
unreasonably in determining whether to permit the Lessee to use such portions of
the premises, it being understood that the Port Authority will not permit the
Lessee to occupy such premises during performance of work if occupancy during
performance of such work would endanger the health or safety of the occupants or
if occupancy would not be permitted prior to issuance of a certificate of
occupancy were the building in which the premises are located owned or operated
by a private party as opposed to a public entity. In the event the Port
Authority determines that the certificates of the Lessee and its licensed
architect or engineer are not correct, the Port Authority shall deliver to the
Lessee within the fifteen (15) business day period following the Port
Authority's receipt of such certificates a statement setting forth, in
reasonably sufficient detail, its reasons for not delivering a temporary Permit
to Use and Occupy the premises. The provisions regarding the granting of rental
credits referred to in subdivision (C) of subparagraph (2) of paragraph (c) of
this Section shall be applicable to the time period within which the Port
Authority is to inspect the Lessee's construction work upon substantial
completion thereof.

            (g) Unless the Lessee elects the option for Professional
Certification as described in Rider G attached to the Construction Application,
upon final completion of all of the Lessee's construction work in accordance
with the Construction Application submitted by the Lessee, and the final plans
and specifications forming a part thereof, approved by the Port Authority, the
Lessee shall supply the Port Authority with a certificate signed by an
authorized officer of the Lessee and a certificate signed by the Lessee's
qualified architect or professional engineer, each certifying that all of the
Lessee's construction work has been finally completed in accordance with the
Construction Application, and the final plans and specifications forming a part
thereof, approved by the Port Authority, except for such minor deviations
therefrom as may be required because of field conditions encountered by the
Lessee during the performance of the Lessee's construction work and are approved
by the Port Authority, acting expeditiously, and in a nonarbitrary and
non-capricious manner, the provisions of this Agreement, and in compliance with
all of the applicable Legal Requirements, all Legal Requirements that would be
applicable if the Port Authority were a private corporation, and the Standards.
In lieu of its own certificate, the Lessee may deliver to the Port


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Authority the certificate of its licensed architect or engineer together with a
statement signed by the Lessee stating that the statement of its licensed
architect or engineer is being delivered by such licensed architect or engineer
as an authorized representative of the Lessee as well as in the capacity of
licensed architect or engineer, and that the Lessee agrees to be bound by such
certificate with the same force and effect as if such certificate had been
executed by the Lessee. Within fifteen (15) business days after receipt of such
certificate the Port Authority (A) shall inspect the Lessee's construction work,
and (B) shall deliver to the Lessee a final Permit to Use and Occupy the
premises, unless the certifications of the Lessee and its licensed architect or
engineer are not correct in which event the Port Authority shall deliver to the
Lessee within such fifteen (15) business day period a statement setting forth,
in reasonably sufficient detail, its reasons for not certifying the Lessee's
construction work as being finally completed. Upon receipt of the final Permit
to Use and Occupy the premises, the Lessee shall deliver to the Port Authority
as-built drawings in such form and number as are requested by the Port Authority
acting reasonably. The provisions regarding the granting of rental credits
referred to in subdivision (C) of subparagraph (2) of paragraph (c) of this
Section shall not be applicable to the time period within which the Port
Authority is to inspect the Lessee's construction work upon the final completion
thereof.

            (h) The Lessee shall be solely responsible for the plans and
specifications used by it, and for the adequacy and sufficiency of such plans
and specifications and all the improvements depicted thereon or covered thereby,
regardless of the consent thereto or approval thereof by the Port Authority or
the incorporation therein of any Port Authority requirements or recommendations.
Except as specifically provided otherwise in this Agreement, the Port Authority
shall have no obligations or liabilities in connection with the performance of
any construction work performed by the Lessee or on its behalf or the contracts
for the performance thereof entered into by the Lessee. Any warranties extended
or available to the Lessee in connection with the aforesaid work shall be for
the benefit of the Port Authority as well as the Lessee.

            (i) Title to and property in all of the Lessee's construction work
and to all fixtures, equipment and systems installed pursuant to this Section,
(except for trade fixtures installed by the Lessee in the premises and personal
property, including equipment and systems, removable without material injury to
the premises) and any replacements thereof, shall vest in the Port Authority
upon the construction, installation or replacement thereof and the Lessee or the
Port Authority shall execute such necessary documents confirming the same as the
Port Authority or the Lessee may reasonably require.

            (j) Without limiting or affecting any other term or provision of
this Agreement, but subject to the provisions of Section 9 hereof entitled
"Casualty" and Section 37 hereof entitled "Liability Insurance" (including,
without limitation, the waiver of subrogation and release provisions thereof)
the Lessee shall be solely responsible for the design, adequacy and operation of
all utility, mechanical, electrical, communications and other systems made or
installed by the Lessee in the premises, and shall do all preventive maintenance
and make all repairs, replacements, rebuilding and painting necessary to keep
such systems (including but not limited to the air cooling equipment installed
by the Lessee) and all other improvements, additions and fixtures, finishes and
decorations made or installed by the Lessee (whether the same involves
structural or non-structural work) in substantially the condition they were in
when made or installed except for ordinary wear and except for damage by fire or
other casualty. Nothing contained in this paragraph shall or shall be construed
to require the Lessee to paint, wallpaper, or perform other work solely of a
decorative nature in the premises or to maintain, repair, replace, or rebuild
any utility, mechanical, electrical, communications or other systems or any
other improvements, additions and fixtures, finishes and decorations made or
installed by the Lessee which may be damaged or destroyed by the negligence or
willful misconduct of the Port Authority, its Commissioners, officers,
employees, agents, representatives, or contractors.


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            (k) Notwithstanding the provisions of paragraphs (a) and (c) of this
Section 12, and without otherwise limiting the generality thereof, the Lessee
shall not be required to obtain the Port Authority's consent to perform
decorating work, such as painting and wall papering, or to install, relocate or
replace the furniture and furnishings, trade fixtures, equipment and other
personalty located in the interior portions of the premises or to relocate
existing electrical outlets, so long as drilling of access holes in the floor or
ceiling slabs is not performed as a part of such relocation, or to install,
relocate or replace within the premises communications cabling not connected to
building systems (the work described in this paragraph being referred to in this
Agreement as "Minor Work"), provided that the Lessee shall deliver to the Port
Authority within fifteen (15) business days' following the completion of any
Minor Work a full and detailed statement describing the Minor Work it performed
pursuant to this paragraph, setting forth a description of each item of
furniture or furnishing, and the specifications of all paint and wallpaper and
any cabling in such detail as may permit the Port Authority to make a
determination as to whether the requirements hereinafter set forth in this
paragraph have been met, and accompanied by a written certification subscribed
by an authorized officer of the Lessee that: (a) no part of the Minor Work
performed affected the structure of the building, or affected, modified, or
attached to the automatic sprinkler system, fire alarm system, or other life
safety systems forming a part of the building in which the premises is located,
(b) no part of the Minor Work performed affected, modified or attached to any
portion of any utility or other system located at the World Trade Center; (c)
all of the Minor Work performed is in conformance with all applicable Legal
Requirements, all Legal Requirements which would be applicable if the World
Trade Center were under private ownership, the Standards, and with the
requirements and criteria set forth in the World Trade Center Tenant Design
Guide in effect at the time of the commencement of the work, and (d) the Minor
Work performed is of such a nature that if the World Trade Center were under
private ownership no aspect of the work would require filing of plans with or
other approval by the Buildings Department of the City of New York. In lieu of
its own certificate, the Lessee may deliver to the Port Authority the
certificate of the Lessee's licensed architect or engineer together with a
statement signed by the Lessee stating that the statement of the Lessee's
licensed architect or engineer is being delivered by such licensed architect or
engineer as an authorized representative of the Lessee as well as in the
capacity of licensed architect or engineer and that the Lessee agrees to be
bound by such certificate with the same force and effect as if such certificate
had been executed by the Lessee. In the event that upon inspection of the Minor
Work performed, the Port Authority shall determine that the requirements set
forth in this paragraph have not been met, the Lessee shall redo or replace the
Minor Work performed, at the Lessee's sole cost and expense. In connection with
review by the Port Authority of any Minor Work performed Lessee pursuant to this
paragraph the Lessee shall submit to the Port Authority, at the Port Authority's
request, such additional data, detail or information as the Port Authority,
acting in a non-arbitrary and non-capricious manner, may determine to be
necessary for such review. Nothing contained herein shall affect the Lessee's
obligation to obtain the Port Authority's consent to the performance of any work
other than Minor Work, as herein defined.

            (l) In the event the Lessee elects to perform any work other than
Minor Work and such work involves only minor changes to the non-structural
interior portions of the premises, and is of such a nature that if the World
Trade Center were under private ownership no aspect of the work would require
filing of plans with or other approval by the Buildings Department of the City
of New York, the Port Authority's written approval shall be required prior to
commencement of such work by the Lessee, which approval shall not be arbitrarily
and capriciously withheld by the Port Authority, and shall not be withheld
unless the proposed work, in the opinion of the Port Authority, acting in a
non-arbitrary and non-capricious manner, shall fail to comply with the
Standards, but notwithstanding the provisions of paragraph (c) of this Section,
the Lessee need not submit a Construction Application covering such work,
provided that prior to the commencement of the work the Lessee shall deliver to
the Port Authority the plans and specifications covering the work it proposes to
perform pursuant to this paragraph, or, in the absence of such plans and


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Credit Suisse 042799

specifications, a written description of the work, accompanied by a written
certification subscribed by an authorized officer of the Lessee that: (i) no
part of the work which the Lessee proposes to perform affects the structure of
the building, or affects, modifies, or attaches to the building's automatic
sprinkler system, fire alarm system, or other building life safety systems, (ii)
no part of the work which the Lessee proposes to perform affects, modifies or
attaches to any portion of any utility or other system located at the World
Trade Center; (iii) all of the work which the Lessee proposes to perform is in
conformance with all applicable Legal Requirements, all Legal Requirements which
would be applicable if the World Trade Center were under private ownership, the
Standards, and with the requirements and criteria set forth in the World Trade
Center Tenant Design Guide in effect at the time of the submission of the
Lessee's plans and specifications or written description, and provided further
that such plans and specifications, or written description, are in such detail
as may permit the Port Authority to make a determination as to whether the
requirements set forth in this paragraph are met. In lieu of its own
certificate, the Lessee may deliver to the Port Authority the certificate of the
Lessee's licensed architect or engineer together with a statement signed by the
Lessee stating that the statement of the Lessee's licensed architect or engineer
is being delivered by such licensed architect or engineer as an authorized
representative of the Lessee as well as in the capacity of licensed architect or
engineer and that the Lessee agrees to be bound by such certificate with the
same force and effect as if such certificate had been executed by the Lessee. In
connection with the review by the Port Authority of the Lessee's plans and
specifications, or description, covering the proposed work the Lessee shall
submit to the Port Authority, at the Port Authority's request, such additional
data, detail or information as the Port Authority may reasonably determine to be
necessary for such review. The Port Authority shall grant its approval for the
performance of such work within fifteen (15) business days after receipt by the
Port Authority of the documentation herein referred to, unless the Port
Authority determines that the requirements set forth in this paragraph have not
been met. Nothing herein shall affect the Lessee's obligation to obtain the Port
Authority's consent to the performance of any work other than the work expressly
described in this paragraph or in paragraph (k) of this Section 12.

            (m) If the Lessee makes a written request for same to the Port
Authority prior to commencement of the Lessee's finishing and construction work
in the premises, but in no event later than thirty-six (36) months from the
date of this Agreement, then upon and during the performance by the Lessee of
such construction and finishing work in accordance with the provisions of this
Agreement, the Port Authority will pay to the Lessee, pursuant to the procedures
set forth in paragraph (n) of this Section 12, or, at the Lessee's direction
given in accordance with the provisions of paragraph (n) of this Section 12, to
the contractor's and vendors designated by the Lessee, a sum equal to the lesser
of the following amounts (such lesser amount being hereinafter referred to as
the "Lessee's Reimbursement Amount"): (i) the cost, as hereafter defined in
paragraph (o) of this Section, of all the Lessee's construction work performed
in the premises or (ii) Nine Million Seven Hundred Eleven Thousand Ninety
Dollars and No Cents ($9,711,090.00).

            (n) (i) The Lessee's Reimbursement Amount shall be paid as follows:
not more frequently than once in any thirty (30) day period following the
commencement of the Lessee's construction work covered by any Construction
Application submitted by the Lessee and thereafter continuing during the
performance of such work, the Lessee shall certify to the Port Authority by
written certification subscribed by a responsible officer or partner of the
Lessee: (i) the amount of the Lessee's construction work covered by such
Construction Application performed by the Lessee in the period subsequent to the
submission of the last certificate and in the case of the first certificate
since the commencement of the construction work, showing separately each item of
work performed, the cost of each item of work described in the certificate, the
amount of such cost incurred by the Lessee, or by its contractors and vendors on
behalf of the Lessee, during such month, and the amount paid by the Lessee, or
by its contractors and vendors on behalf of the


                                       29
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Credit Suisse 042799

Lessee, on account of such cost, if any, including the name and address of each
contractor and/or vendor to whom such payments were made; (ii) except in the
case of the first such certificate delivered to the Port Authority, the
cumulative amount of all costs incurred by the Lessee, or by its contractors and
vendors on behalf of the Lessee, on account of each item of work described in
the certificate from the date of the commencement of the work to the date of the
certificate, and the cumulative amounts actually paid by the Lessee, or by its
contractors and vendors on behalf of the Lessee, on account of the cost of each
such item of work from the date of the commencement of the work to the date of
the certificate; (iii) that except for the amount, if any, stated in such
certificate to be due for services and materials, there is no outstanding
indebtedness known to the persons signing such certificate, after due inquiry,
then due on account of the purchase of any equipment or fixtures described in
the certificate or for labor, wages, materials, supplies or services in
connection with any work described therein which, if unpaid, might become the
basis of a vendor's, mechanic's, laborer's or materialmen statutory or similar
lien or alleged lien upon said work or upon the premises, or any part thereof,
or upon the Lessee's leasehold interest therein, other than any indebtedness
arising as a result of a dispute between the Lessee or its general contractor
and any contractor or subcontractor if no portion of the disputed amount is
requested to be paid to the Lessee in the certificate, nor are any of the
equipment or fixtures described in such certificate secured by any liens,
mortgages, security interests or other encumbrances (the statement described in
this subdivision being hereinafter referred to as the "Lien Statement") (nothing
contained herein to be deemed or construed as a submission by the Port Authority
to the application to itself of any such lien); and (iv) that the work for which
the amount set forth in the certificate is due has been performed in accordance
with the Construction Application relating thereto, and the final plans and
specifications forming a part thereof, finally approved by the Port Authority
except for such minor deviations therefrom as may be required because of field
conditions encountered by the Lessee during the performance of the Lessee's
construction work and are approved by the Port Authority, acting in a
non-arbitrary and non-capricious manner, and that all life-safety items
described in the certificate have been completed in accordance with the
Construction Application relating to such work, and the final plans and
specifications forming a part thereof, finally approved by the Port Authority
(unless the Lessee shall have elected to use the Professional Certification
Procedure with respect to such work, in which event such certification shall
state that the work for which the amount set forth in the certificate is due has
been performed in accordance with the Construction Application relating thereto,
and the final plans and specifications forming a part thereof, submitted to the
Port Authority, and any comments made by the Port Authority with respect to work
depicted thereon which affects the structure of the building, or which involves
the connection of facilities, equipment, lines, wires, pipes, or ducts installed
or modified by the Lessee to the building automatic sprinkler, fire alarm, or
other life-safety systems, or the building electrical, plumbing. mechanical, or
other utility systems providing services or utilities to the premises), in
accordance with the provisions of this Agreement, and in compliance with all
applicable Legal Requirements, and all such Legal Requirements that would be
applicable if the Port Authority were a private corporation, and the Standards,
and (unless the Lessee shall have elected to use the Professional Certification
Procedure with respect to such work) that all life-safety items have been
completed strictly in accordance with the Construction Application relating to
such work, and the final plans and specifications forming a part thereof finally
approved by the Port Authority (the statement described in this subdivision
being hereinafter referred to as the "Compliance Statement"). Such certificate
shall also contain a certification by the architect or engineer who sealed the
Lessee's plans pursuant to the provisions of this paragraph certifying that the
Compliance Statement applies to all of the work described in the certificate. In
the event that a dispute shall arise between the Lessee or its general
contractor and any contractor or subcontractor with respect to an amount
theretofore paid by the Port Authority to the Lessee on account of the Lessee's
construction work in the premises, the Port Authority may withhold from a future
payment to be made to the Lessee on account of the Lessee's construction work in
the premises pursuant hereto an amount equal to such amount in dispute, and the
Lessee shall not be required to repay such disputed amount to the Port Authority
except to the extent that future payments owing


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by the Port Authority to the Lessee hereunder in connection with such
construction work are less than such disputed amount, provided however that the
Port Authority shall not be entitled to so withhold an amount equal to the
amount in dispute from any future payment to the Lessee hereunder in any
instance in which the Lessee has fully paid its general contractor for work
performed by a subcontractor, and as a result thereof such subcontractor is not
entitled pursuant to law to file a lien. In lieu of its own certificate, the
Lessee may deliver to the Port Authority the certificate of the Lessee's
licensed architect or engineer together with a statement signed by the Lessee
stating that the statement of the Lessee's licensed architect or engineer is
being delivered by such licensed architect or engineer as an authorized
representative of the Lessee as well as in the capacity of licensed architect or
engineer, and that the Lessee agrees to be bound by such certificate with the
same force and effect as if such certificate had been executed by the Lessee.
Except in the case of the first such certificate to be delivered to the Port
Authority, simultaneously with its delivery to the Port Authority of each such
certificate, the Lessee shall deliver to the Port Authority copies of canceled
checks drawn by the Lessee, or its contractors and vendors, or invoices marked
paid, or other evidence reasonably satisfactory to the Port Authority, of all
payments made on account of each item of work described in the certificate from
the date of the commencement of the work to the date of the certificate. Within
thirty (30) days of its receipt of the certificate from the Lessee and from the
architect or engineer who sealed the Lessee's plans pursuant to the provisions
of this paragraph, the Port Authority shall remit to the Lessee an amount equal
to the cost of performing the portion of the Lessee's initial construction work
described in the certificate less ten percent (10%) of the cost thereof, and
also less the amount of any claims made against the Port Authority by
subcontractors, materialmen or workmen, if any, in connection with any of the
work described in the certificate. Upon final completion of all of the Lessee's
construction work covered by any Construction Application submitted by the
Lessee, as set forth in such Construction Application, and the plans and
specifications forming a part thereof, finally approved by the Port Authority
(or, if the Lessee shall have elected to use the Professional Certification
Procedure with respect to such work, in accordance with the Construction
Application relating thereto, and the final plans and specifications forming a
part thereof, submitted to the Port Authority, and any comments made by the Port
Authority with respect to work depicted thereon which affects the structure of
the building or which involves the connection of facilities, equipment, lines,
wires, pipes, or ducts installed or modified by the Lessee to the building
automatic sprinkler, fire alarm, or other life-safety systems, or the building
electrical, plumbing, mechanical, or other utility systems providing services or
utilities to the premises), and the delivery to the Lessee by the Port
Authority's General Manager, Tenant Services, World Trade Department of the
permanent Permit to Use and Occupy described in paragraph (g) of this Section,
or the Consent to Use and Occupy described in subparagraph (2) (B) (iii) of
paragraph (c) of this Section, as the case may be, with respect to the area in
which the work described in such Construction Application has been performed the
Lessee shall submit to the Port Authority a final certification signed by a
responsible officer of the Lessee that all of the Lessee's initial construction
work covered by such Construction Application has been completed, which
certificate shall fully itemize the final cost of all of the Lessee's
construction work covered by such Construction Application, showing separately
the final cost of each item of the work, the cumulative payments made by the
Lessee, or its contractors and vendors on behalf of the Lessee, on account of
such costs, and shall also make the Lien Statement and the Compliance Statement
with respect to all of the work. In addition, the architect or engineer who
sealed the Lessee's plans pursuant to the provisions of this paragraph shall
certify that the Compliance Statement applies to all of the work. In lieu of its
own certificate, the Lessee may deliver to the Port Authority the certificate of
the Lessee's licensed architect or engineer together with a statement signed by
the Lessee stating that the statement of the Lessee's licensed architect or
engineer is being delivered by such licensed architect or engineer as an
authorized representative of the Lessee as well as in the capacity of licensed
architect or engineer, and that the Lessee agrees to be bound by such
certificate with the same force and effect as if such certificate had been
executed by the Lessee. After receipt of the final certificate from the Lessee
and its architect or engineer, and the final certification of cost, the Port
Authority shall examine such


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certificate and statement, and such supporting documents and records as the Port
Authority shall deem necessary to substantiate the certificate and the
statement. After such examination and upon approval thereof, and the delivery to
the Lessee of the permanent Permit to Use and Occupy, or the Consent to Use and
Occupy, as the case may be, with respect to the area in which the work described
in such Construction Application has been performed, the Port Authority will pay
to the Lessee on account of the performance of the Lessee's construction work
covered by such Construction Application the difference between the sum obtained
by adding together all prior payments made by the Port Authority to the Lessee
on account of the cost of the Lessee's construction work covered by such
Construction Application and the cost of Lessee's construction work covered by
such Construction Application, provided that in no event shall the total of all
sums payable by the Port Authority to the Lessee for all construction and
installation work performed by the Lessee in the premises pursuant to all
Construction Applications exceed in the aggregate the Lessee's Reimbursement
Amount. No payment made by the Port Authority to the Lessee pursuant to the
provisions of this paragraph on account of the cost of any portion of the
Lessee's construction work, including, without limitation, any payment made to
the Lessee following the Port Authority's receipt of the Lessee's final
certification and itemization of cost with respect to any such portion of the
Lessee's construction work, shall be deemed final until the actual cost of such
portion of the Lessee's construction work has been finally determined by the
Port Authority. No payment made to the Lessee following the Port Authority's
receipt of the Lessee's final certification and itemization of cost with respect
to any portion of the Lessee's construction work shall be deemed a final
determination of the actual cost of such portion of the Lessee's construction
work. Such final determination shall occur only after the Port Authority has
examined and approved the Lessee's final certificate and itemization of cost
with respect to such work and such records and other documentation as the Port
Authority, acting in a non-arbitrary and non-capricious manner, shall deem
necessary to substantiate such certification and itemization of cost. The Lessee
shall permit the Port Authority by its agents, employees and representatives at
all reasonable times prior to a final determination of the actual cost of any
portion of the Lessee's construction work to examine and audit the records and
other documentation of the Lessee which pertain to and will substantiate such
cost. In no event whatsoever shall the cost of any portion of the Lessee's
construction work as finally determined and computed in accordance with the
provisions of this paragraph include any expenses, outlays or charges whatsoever
by or for the account of the Lessee for or in connection with any improvements,
equipment or fixtures or the performance of any work unless such are actually
and completely installed in and or made to the premises nor shall cost include
the costs of any equipment, fixture or improvements which are secured by liens,
mortgages, other encumbrances or conditional bills of sale. Upon completion of
all of the Lessee's initial construction work in the entire premises in
accordance with all approved Construction Applications and the receipt by the
Port Authority of all required certificates of the Lessee and the Lessee's
licensed architect or engineer, the Lessee shall deliver to the Port Authority a
full statement of the total cost of the Lessee's construction work in the
premises certified by a responsible officer of the Lessee.

                  (ii) The Port Authority's entire obligation under this
Agreement to make payments to the Lessee and/or its contractors or vendors, as
the case may be, on account of the Lessee's cost of the construction work in the
premises shall be limited in amount to the Lessee's Reimbursement Amount. No
contractor, vendor, or other third party shall or shall be deemed to have
acquired any rights against the Port Authority by virtue of the execution of
this Agreement or the Port Authority's obligation to make payments as specified
in this Section 12, and nothing contained herein shall operate or give to any of
the Lessee's contractors and/or vendors or any other third party any claim or
right of action against the Port Authority and its Commissioners, officers,
agents and employees.

            (o) To the extent permitted by sound accounting practice, the sum of
the following items shall be included in and shall constitute the cost of
performing the Lessee's construction work.


                                       32
<PAGE>

                  (1) The Lessee's payments to contractors and subcontractors;

                  (2) The Lessee's payments to vendors for supplies and
                  materials;

                  (3) The Lessee's payments to persons, firms or corporations
                  other than construction contractors or suppliers of materials,
                  for services rendered or rights granted in connection with
                  construction, not including services of the types mentioned in
                  items (4), (5) and (6) of this subparagraph.

                  (4) The Lessee's payments of premiums for insurance in effect
                  during the period of construction only;

                  (5) The Lessee's payments for engineering services performed
                  in connection with the Lessee's construction work; and

                  (6) The Lessee's payments for architectural, planning and
                  design services in connection with the Lessee's construction
                  work.

            (p) The Lessee understands and agrees that its acceptance of the
Lessee's Reimbursement Amount for the construction and finishing work in the
premises pursuant to paragraph (n) above will require payment by the Lessee of a
Facility Construction Rental and a Facility Rental for the Lessee's
Reimbursement Amount, such Facility Construction Rental and Facility Rental to
be computed as follows:

                  (A) Definitions:

                        (1) "Construction Period" shall mean the period from the
      day the Lessee commences the performance of the Lessee's initial
      construction and finishing work to the day preceding the Completion Date,
      as herein defined.

                        (2) "Facility Rental Payment Period" shall mean the
      period in months from the Completion Date to the day preceding the
      Expiration Date, as such term is defined in the Section of this Agreement
      entitled "Term", both dates inclusive.

                        (3) "Y" shall mean .0075 (3/4 of one percent).

                        (4) "Monthly Facility Rental Factor" shall mean the
      factor or factors derived in accordance herewith from time to time by the
      application of the following formula:

                           1
             ----------------------------
                                            / (1+Y) = Monthly Facility
                  1                 1                 Rental Factor
             -----------       ----------
                  Y             Y(l + Y)t

            Where t (a power) equals the number of calendar months (expressed in
whole numbers)


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            in the Facility Rental Payment Period.

                        (5) "Completion Date" shall mean the date the Port
      Authority makes the final payment of the Reimbursement Amount to the
      Lessee for the initial construction and finishing work in the premises
      pursuant to paragraph (n) of this Section 12 or four hundred fifty (450)
      days after the Lessee's initial request for any portion of the
      Reimbursement Amount, whichever occurs first.

                  (B) Facility Construction Rental

                        In addition to all other rentals payable by the Lessee
pursuant to this Agreement, the Lessee shall pay to the Port Authority a rental
(hereinafter called "the Facility Construction Rental") equal to the result
of (i) multiplying Y and the product obtained by multiplying the amount of each
payment made by the Port Authority to the Lessee on account of the Lessee's
Reimbursement Amount by the number of days from the date of such payment to the
Completion Date, and (ii) dividing the result of that calculation by thirty
(30). The Facility Construction Rental shall be payable as set forth in
subparagraph (C) below.

                  (C) Facility Rental

                        (i) In addition to all other rentals payable by the
Lessee pursuant to the provisions of this Agreement, the Lessee shall pay to the
Port Authority during the Facility Rental Payment Period a rental (hereinafter
called "the Facility Rental") at a monthly rate which shall be determined by
multiplying the Monthly Facility Rental Factor by the sum of (i) the amount of
Facility Construction Rental payable by the Lessee pursuant to subparagraph (B)
above and (ii) the Lessee's Reimbursement Amount as hereinbefore defined, which
rental shall be payable during the Facility Rental Payment Period in advance on
the Completion Date and on the first day of each calendar month thereafter
during the Facility Rental Payment Period. If the Completion Date shall occur on
a day other than the first day of a calendar month the payment of Facility
Rental payable on the Completion Date shall be a sum equal to the amount of the
full monthly payment thereof prorated on a daily basis for the period from the
Completion Date to the end of the calendar month in which the Completion Date
falls and the last payment of Facility Rental shall be a sum equal to the full
monthly payment thereof prorated on a daily basis for a period from the first
day of the calendar month in which the Facility Rental Payment Period shall
expire to the expiration date of such period.

                        (ii) If the Completion Date shall occur before accurate
and final determination of the Lessee's Reimbursement Amount, then interim
Facility Rental shall be payable by the Lessee during the period prior to such
determination at a monthly rate equal to the product determined by multiplying
the number of rentable square feet in the premises by Fifty Cents ($0.50), which
interim Facility Rental shall be payable in advance on the Completion Date and
on the first day of each calendar month thereafter until such determination has
been made. If the Completion Date shall occur on a day other than the first day
of a calendar month the payment of interim Facility Rental payable on the
Completion Date shall be a sum equal to the amount of the full monthly payment
thereof prorated on a daily basis for the period from the Completion Date to the
end of the calendar month in which the Completion Date falls. If the total
amount of Facility Rental, as finally determined, for the period before accurate
and final determination of the Lessee's Reimbursement Amount is made is greater
than the total amount of interim Facility Rental paid, the sum of the excess
over the total amount of interim Facility Rental theretofore paid of the
correct amount of Facility Rental as finally computed for the period prior to
final determination of the


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Lessee's Reimbursement Amount together with the then current monthly payment of
Facility Rental shall be payable on the first day of the calendar month next
ensuing after final computation and determination of the Port Authority
Reimbursement Amount. If such final computation and determination shall result
in an amount of Facility Rental payable for the period prior to final
determination which is less than the total amount of interim Facility Rental
theretofore paid, the Lessee shall be entitled to a credit equal to such excess
against the next succeeding Facility Rental payments due hereunder.

                        (D) In the event that the letting under this Agreement
shall be terminated in accordance with a notice of termination as provided in
Section 20 of this Agreement, or the interest of the Lessee canceled pursuant
thereto, or in the event the Lessee elects to terminate the letting of the
entire premises pursuant to the provisions of paragraph (b) of the Section of
this Agreement entitled "Additional Provisions Relating To Termination" there
shall become due and payable by the Lessee to the Port Authority the total of
the following amounts in subdivisions (1) and (2) of this subparagraph (D) (such
total being hereinafter called the "Termination Reimbursement Amount"):

                              (1) All sums constituting Facility' Construction
                  Rental, Facility Rental, and interim Facility Rental, accrued
                  prior to the effective date of such termination or
                  cancellation.

                              (2) On account of the Lessee's Facility Rental
                  obligation, an amount equal to the Facility Rental Payment
                  Amount as hereinafter defined, for the month in which the
                  effective date of termination shall occur. As used herein
                  "Facility Rental Payment Amount" shall mean for each month
                  occurring during the Facility Rental Payment Period the number
                  obtained by multiplying the following formula by the Facility
                  Rental which would be payable by the Lessee pursuant to
                  subparagraph (C) above:

                                   1
                      1-
                          -------------  X (1 + r)
                            (1 + r)^n

                          -------------
                                r

                  where n (a power) equals the difference between the number of
                  monthly installments of Facility Rental payable by the Lessee
                  pursuant to subparagraph (C) above actually paid by the Lessee
                  and the number of whole calendar months in the Facility Rental
                  Payment Period, and r equals the number (Y) derived by the
                  application of the formula set forth in subdivision (3) of
                  subparagraph (A) above.

                        (E) For illustration purposes only, there is attached
hereto and hereby made a part hereof a schedule identified as Schedule H showing
the hypothetical calculation of Facility Rental, Monthly Facility Rental,
Facility Construction Rental and the Termination Reimbursement Amount payable
upon termination pursuant to subparagraph (D) above based upon the assumptions
set forth in said Schedule H, which assumptions are made solely for illustration
purposes and cannot be construed as a representation by the Port Authority as to
what payments will actually have to be made by the Lessee hereunder.


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            (q) As part of the Lessee's initial construction work in the
premises, the Lessee will perform in the four (4) restrooms shown in horizontal
hatching on Exhibit A attached hereto, all work necessary to satisfy the
requirements of the Americans with Disabilities Act of 1990, 42 U.S.C. Sec.
12101 et seq. (hereinafter in this Agreement referred to as the "ADA") that are
applicable to such restroom facilities so that upon completion of such work,
such restroom facilities will be in compliance with the ADA requirements with
respect to such restroom facilities. All of the said work shall be performed by
the Lessee in accordance with all applicable Legal Requirements and the
Standards (the said work performed by the Lessee in each bathroom being referred
to herein for each bathroom as the "Bathroom Work"). Upon completion of all of
the Bathroom Work in each bathroom and the receipt by the Port Authority of the
certificates of the Lessee and the Lessee's licensed architect or professional
engineer certifying that the Bathroom Work in such bathroom has been performed
in accordance with the applicable Legal Requirements, the Standards, the
provisions of this paragraph (q) and the applicable provisions of this Section
12, the Port Authority shall inspect the Bathroom Work, and if such Bathroom
Work has been completed as certified by the Lessee and its licensed architect or
professional engineer, then, within thirty (30) days after receipt of such
certification and request for payment by the Lessee, the Port Authority' shall
pay to the Lessee the sum of Twenty-five Thousand Dollars and No Cents
($25,000.00) for each bathroom in which the Bathroom Work has been completed.
Upon completion of all of the Bathroom Work in the four (4) restroom areas shown
in horizontal hatching on Exhibit A in accordance with all applicable Legal
Requirements and the Standards, the Lessee shall deliver to the Port Authority a
full statement of the total cost of all of the Bathroom Work performed by the
Lessee hereunder, certified by a responsible officer of the Lessee. After
examination and approval of such certified statement and after such further
examination of the books and records of the Lessee as may be reasonable, the
Port Authority shall finally determine the Lessee's cost of performing the
Bathroom Work. In no event shall the Port Authority be required to pay to the
Lessee a total sum in excess of One Hundred Thousand Dollars and No Cents
($100,000.00) on account of all of the Bathroom Work performed by the Lessee
hereunder, provided that if upon completion of all of the Bathroom Work, the
Lessee's cost of performing such work is less than One Hundred Thousand Dollars
and No Cents ($100,000.00), then the Lessee will refund to the Port Authority a
sum equal to the difference between the sum of One Hundred Thousand Dollars and
No Cents($100,000.00) and the total cost incurred by the Lessee in performing
the Bathroom Work in such four (4) restroom areas shown on Exhibit A. Any costs
incurred by the Lessee for which it is reimbursed by the Port Authority pursuant
to this paragraph (q) shall not be included in Lessee's cost for purposes of
determining "Lessee's Reimbursement Amount pursuant to paragraph (m) above.
Subject to the foregoing sentence, Lessee's cost of performing the Bathroom Work
shall be determined in accordance with paragraph (o) of this Section 12.

Section 13. Signs

            (a) Subject to the provisions of Section 12 of this Agreement
entitled "Construction by the Lessee", the Lessee may, for itself and for any
assignee, subtenants, desk space users or related corporations permitted to use
and occupy the premises under this Agreement, at its cost and expense, install,
erect, maintain, repair, replace and display any signs, advertising, posters or
similar devices: (i) in, on or at the exterior or interior portions of any area
comprising an entire floor, provided such signs, advertising, posters or similar
devices are not visible through the exterior windows thereof and (ii) in the
interior portion of any area not comprising an entire floor, provided such
signs, advertising, posters or similar devices are not visible through the
exterior windows or exterior glass walls thereof. Upon the expiration or
termination of the letting, the Lessee shall remove, obliterate or paint out any
and all signs and advertising, posters or similar devices erected pursuant to
this Section 13. The Lessee shall have the right to maintain during the term of
the letting hereunder all signage previously used by the Lessee at its premises
under the Existing Lease, provided such signage is displayed at the same
previous locations.


                                       36
<PAGE>

            (b) The Port Authority shall provide, repair and maintain, at its
sole cost and expense, on the rear wall of the passenger elevator lobby located
in the lobby of the building in which the premises is located from which
passenger elevator service is provided to the premises, a sign bearing the name
of the Lessee, the location, design, materials, method of installation,
lettering and size of such signs to be consistent with the Port Authority's
signage program for all tenants at the World Trade Center occupying at least one
full floor of space. In the event the Lessee requires the replacement by the
Port Authority of such signs as a result of a change in the name on the signs,
or otherwise, the cost of the fabrication of the replacement signs, the
installation of the replacement signs and the removal of the old signs shall be
payable by the Lessee to the Port Authority within thirty (30) days after demand
therefor.

            (c) Subject to the provisions of Section 12 of this Agreement
entitled "Construction by the Lessee", the Lessee, for itself and for any
assignee, subtenants, desk space users and related corporations permitted to use
and occupy the premises under this Agreement, may erect, maintain and display,
at its cost and expense, on the exterior walls, in the public corridors and on
the Lessee's exterior entrance doors on the floor in which any portion of the
premises not comprising an entire floor is located, a reasonable number of
identification, directional and informational signs, and the Lessee shall be
entitled, at the Port Authority's initial cost and expense, for itself, and for
any assignee, subtenants, desk space users or related corporations permitted to
use and occupy the premises under this Agreement, a total number of listings on
the building standard directory on each such floor equal to the number of
listings on the building standard directory on the relevant floor multiplied by
a fraction the numerator of which is the number of rentable square feet
constituting such portion of the premises on such floor and the denominator of
which is the total number of rentable square feet on the relevant floor, as the
case may be. The Lessee shall pay for the cost of any replacement listing and
the installation thereof within thirty (30) days after demand therefor.

            (d) The Lessee shall be entitled, for itself and for any assignee,
subtenants, desk space users and related corporations permitted to use and
occupy the premises under this Agreement, the use of two hundred fifteen (215)
building standard lines and, in addition thereto, the use of one (1) building
standard line for each one thousand (1,000) rentable square feet contained in
the premises in excess of two hundred fifteen thousand (215,000) rentable square
feet, such lines to be located on the main building directory maintained in the
lobby of the building in which the premises are located. The Port Authority will
initially supply imprinted lines for such purpose without charge. The Lessee
shall pay the Port Authority for all replacement imprinted lines at the Port
Authority's standard rates for such lines in effect from time-to-time. If the
Port Authority installs a computer listing system in the building in which the
premises are located, the Lessee shall be entitled to a listing of every
employee working at the premises but in no event shall such listing exceed two
thousand (2,000) employees.

Section 14. Injury and Damage to Person or Property

            Except as otherwise expressly provided in this Agreement and subject
to the provisions of Sections 9 and 37 of this Agreement entitled "Casualty" and
"Liability Insurance" respectively (including, without limitation, the waiver of
subrogation and release provisions thereof), the Port Authority shall not be
liable to the Lessee or others for any personal injury, death or property damage
from falling material, water, rain, hail, snow, gas, steam, dampness, explosion,
smoke, radiation, and/or electricity, whether the same may leak into or fall,
issue, or flow from any part of the premises or of the World Trade Center,
including without limitation thereto any utility, mechanical, electrical,
communication or other systems therein, or from any other place or quarter
unless said damage, injury or death shall be due to the negligent acts or
omissions or willful misconduct of the Port Authority, its Commissioners,
officers, employees, contractors or agents, or the failure of the Port Authority
to perform obligations expressly undertaken by it as set forth in this


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Agreement. Notwithstanding the foregoing provisions of this Section 14, the
Lessee covenants and agrees that in no event shall the Lessee be entitled to
make a claim for consequential, indirect or special damages pursuant to this
Section 14.

Section 15. Additional Rent and Charges

            (a) If the Lessee shall fail or refuse to perform any of its
obligations under this Agreement after notice and the expiration of any
applicable cure period for any reason other than due to causes or conditions
beyond the control of the Lessee, the Port Authority, in addition to all other
remedies available to it, shall have the right (but shall not be obligated to)
to perform any of the same after ten (10) days' notice to the Lessee, except in
the case of an emergency, in which event the Port Authority shall give such oral
notice as may be practicable, and the Lessee shall pay the Port Authority's cost
thereof within thirty (30) days after demand therefor, provided, however, that
if the Lessee has actually commenced to perform the obligation set forth in the
Port Authority's notice prior to the date the Port Authority enters the premises
to perform the same and diligently continues to completion the performance of
such obligation, the Port Authority shall not perform the same and the Lessee
shall pay to the Port Authority its costs incurred in connection with the
intended performance of such obligation within thirty (30) days after demand
therefor. If the Lessee fails to continue to completion the performance of such
obligation, the Port Authority shall have the right to immediately perform or to
complete the performance of the same without any further or additional notice.
If the Port Authority has paid any sum or sums or has incurred any obligations,
expense or cost which the Lessee has agreed to pay or reimburse the Port
Authority for, or if the Port Authority is required or elects to pay any sum or
sums or incurs any obligations, expense or cost by reason of the failure,
neglect or refusal of the Lessee to perform or fulfill any one or more of the
conditions, covenants or agreements contained in this Agreement, after the
giving of any required notice by the Port Authority and the expiration of any
applicable cure period, or as a result of an act or omission of the Lessee
contrary to the said conditions, covenants and agreements, including any legal
expense or cost in connection with any actions or proceeding brought by the Port
Authority against the Lessee (provided that the Port Authority is successful in
said action or proceeding against the Lessee) or by third parties against the
Port Authority, the Lessee agrees to pay the sum or sums so paid or the expense
and the Port Authority's cost so incurred, including all interest costs, damages
and penalties, and the same may be added to any installment of rent thereafter
due hereunder and each and every part of the same shall be and become additional
rent, recoverable by the Port Authority in the same manner and with like
remedies as if it were originally a part of the basic rental as set forth in
Section 4 of this Agreement entitled "Rental".

            (b) "Cost" or "costs" of the Port Authority in this Agreement shall
mean and include reasonable (1) actual in-house costs incurred by the Port
Authority; (2) cost of materials, supplies and equipment used (including rental
thereof); (3) payments to contractors; and (4) any other direct costs.

Section 16. Rights of Entry Reserved

            (a) The Port Authority, by its officers, employees, agents,
representatives and contractors shall have the right at all reasonable times
during business hours and, other than in an emergency (in which event the Port
Authority shall give such oral notice as may be practicable), upon forty-eight
(48) hours' notice (which, if given to a management level employee, may be given
orally) to enter upon the premises for the purpose of inspecting the same, for
observing the performance by the Lessee of its obligations under this Agreement,
and for the doing of any act or thing which the Port Authority may be obligated
or have the right to do under this Agreement, subject however to the provisions
of paragraph (b) of this Section.


                                       38
<PAGE>

            (b) Without limiting the generality of the foregoing, the Port
Authority, by its officers, employees, representatives and contractors, shall
have the right, for its own benefit, for the benefit of the Lessee or for the
benefit of others at the World Trade Center, to enter upon the premises at all
reasonable times during business hours and, other than in an emergency (in which
event the Port Authority shall give such oral notice as may be practicable),
upon forty-eight (48) hours' notice, (which if given to a management level
employee. may be given orally) to maintain initially existing and future
utility, mechanical, electrical, communication and other systems or portions
thereof on the premises, and to make such repairs, alterations and replacements
thereof as may, in the reasonable opinion of the Port Authority, be deemed
necessary or advisable and, from time-to-time, to construct or install over, in,
under or through the premises new lines, pipes, mains, wires, conduits, and
other such equipment; and to use the premises for access to other portions of
the World Trade Center not otherwise accessible; and to take all material into
and upon the premises that may be required for such maintenance repairs,
alterations and replacements; provided however that such maintenance repair,
alteration, replacement, construction, installation, taking of material, or
access shall not unreasonably interfere with the use or occupancy of the
premises by the Lessee or the building services being provided to the Lessee or
if in the event such maintenance, repair, alteration, replacement, construction,
installation, taking of materials, or access will cause any unreasonable
interference with the Lessee's use or occupancy of the premises, the Port
Authority shall perform the same during other than normal business hours. All
lines, pipes, mains, wires, conduits and equipment constructed or installed
over, in, under or through the premises shall be, to the extent feasible,
concealed behind interior walls, floors or ceilings or otherwise enclosed or
"boxed out", provided that such alterations, replacements, construction or
installation shall not materially reduce the usable areas of the premises, and
for any such reduction of the number of usable square feet in any Area the
Lessee shall be entitled to an abatement of basic rental and additional basic
rental for such Area in accordance with the provisions of Section 18 of this
Agreement entitled "Abatement of Rental". For purposes of this paragraph (b) a
reduction of more than two hundred (200) usable square feet of the premises on a
single floor shall be deemed material. The Port Authority shall not store any
such materials in any portion of the premises, and shall promptly repair all
damage to the premises caused by such work and shall restore any of the
construction and installation work or utility, mechanical, electrical,
communication and other systems, or portions thereof installed by the Lessee
which were damaged by such work.

            (c) In the event that any property of the Lessee shall obstruct the
access of the Port Authority, its employees, agents or contractors to any of the
existing or future utility, mechanical, electrical, communication and other
systems and thus shall interfere with the inspection, maintenance, repair or
modification of any such system, the Lessee shall, at its cost and expense
(unless the Port Authority has expressly approved the Lessee's plans showing the
location of such property required to be moved and did not comment on moving
such location because it would obstruct such access or unless such property
constituted Minor Work pursuant to paragraph (g) of Section 12 of this Agreement
entitled "Construction by the Lessee" which cannot be moved without damage to
the premises, in which event the moving of such property shall be at the Port
Authority's cost and expense), move such property as requested by the Port
Authority, in order that access may be had to the system or part thereof for its
inspection, maintenance, repair or modification.

            (d) Nothing in this Section 16 shall or shall be construed to impose
upon the Port Authority any obligations so to construct or maintain or to make
repairs, replacements, alterations or additions, or shall create any liability
for any failure so to do except as otherwise expressly provided in this
Agreement. From and after the Commencement Date, the Lessee is and shall be in
exclusive control and possession of the premises and subject to the provisions
of Section 37 of this Agreement entitled "Liability Insurance" or otherwise
expressly provided in this Agreement the Port Authority shall not in any event
be


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liable for any injury or damage to any property or to any person happening on or
about the premises nor for any injury or damage to the premises nor to any
property of the Lessee or of any other person located therein or thereon (other
than those occasioned by the negligent acts or omissions or willful misconduct
of the Port Authority, its Commissioners, officers, employees, agents,
contractors or representatives).

            (e) At any time and from time to time during normal business hours
within the six (6) months next preceding the expiration of the letting, the Port
Authority, by its agents and employees, whether or not accompanied by
prospective lessees, occupiers or users of the premises, shall have the right,
upon one hours' oral notice to a management level employee of the Lessee, to
enter thereon for the purpose of exhibiting and viewing all parts of the same,
provided however that the Port Authority shall not unreasonably interfere with
the use or occupancy of the premises by the Lessee.

            (f) Notwithstanding anything to the contrary contained herein, the
Lessee shall have the right, by notice to the Port Authority, to designate
certain areas of the premises which require special security arrangements, and
if in the exercise of its rights of entry under the foregoing paragraphs of this
Section 16 the Port Authority requires entry to such secure areas the Port
Authority will enter such secure areas, except in cases of emergency, only when
accompanied by an authorized representative of the Lessee, provided that the
Lessee designates such individual to the Port Authority upon the Lessee's
receipt of the notice stipulated in the foregoing paragraphs from the Port
Authority of its intention to enter such secure area and shall make such
individual or a substitute available to the Port Authority at the time of its
entry as stipulated in the notice.

            (g) Except as otherwise expressly provided in this Agreement, the
exercise of any or all of the foregoing rights in accordance with the provisions
of this Section 16 by the Port Authority, its Commissioners, officers,
employees, agents, representatives, contractors or prospective lessees,
occupiers or users of the premises shall not be or be construed to be an
eviction of the Lessee nor be made the grounds for any abatement of rental or
any claim or demand for damages, consequential or otherwise.

Section 17. Condemnation

            (a) In any action or proceeding instituted by any governmental or
other authorized agency or agencies for the taking for a public use of any
interest in all or any part of the premises, or in case of any deed, lease or
other conveyance in lieu thereof (all of which are in this Section 17 referred
to as "taking or conveyance") the Lessee shall not be entitled to assert any
claim to any compensation, award or part thereof made or to be made therein or
therefor or any claim to any consideration or rental or any part thereof paid
therefor, (i) except for a possible claim to an award for moving expenses or for
trade fixtures installed by the Lessee or for other improvements or personal
property owned by the Lessee, and any other separate claim which the Lessee may
be entitled to make, provided that such claims are independent of and in
addition to any claim of the Port Authority and provided further that the Port
Authority's award is not thereby reduced or otherwise adversely affected, and
(ii) except for a possible claim for the value of the unexpired term of the
estate vested in the Lessee by this Agreement, it being understood and agreed
between the Port Authority and the Lessee that except for such claims the Port
Authority shall be entitled to all the compensation or awards made or to be made
or paid and all such consideration or rentals, free of any claim or right of the
Lessee. No taking by or delivery to any governmental authority under this
paragraph (a) shall be or be construed to be an eviction of the Lessee or be the
basis for any claim by the Lessee for damages, consequential or otherwise. It is
expressly understood that nothing in this paragraph shall be deemed a
recognition by the Port Authority of the validity of the claims which the Lessee
is entitled to make hereunder.


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            (b) In the event of a temporary or permanent taking or conveyance of
the entire premises by any governmental or other authorized agency or agencies,
then the letting under this Agreement shall, as of the date possession is taken
from the Port Authority by such agency or agencies, cease and determine in the
same manner and with the same effect as if the term of the letting had on that
date expired and the basic rental and additional basic rental shall be pro-rated
through the date possession is taken from the Port Authority.

            (c) In the event of a temporary or permanent taking or conveyance by
any governmental or other authorized agency or agencies of a part of the
premises then the letting as to such part only shall, as of the date possession
thereof is taken from the Port Authority by such agency or agencies, cease and
determine, and the basic rental and additional basic rental thereafter to be
paid by the Lessee to the Port Authority shall be abated as provided in Section
18 of this Agreement entitled "Abatement of Rental" from and after the date of
such taking or conveyance; provided however that if the part of the premises
taken includes a part or all of the portion of the premises utilized by the
Lessee as a computer room, and provided that the computer room does not exceed
eighteen thousand (18,000) rentable square feet, the abatement granted to the
Lessee with respect to the computer room shall be calculated at twice the annual
per rentable square foot rate of basic rental and additional basic rental
payable at the time of such taking for the portion of the computer room so taken
for the period from such taking to the earlier of (i) thirty (30) days after the
date of completion of repairs or restoration referred to in paragraph (d) of
this Section (notice of completion of such repairs or restoration to be given by
the Port Authority to the Lessee no later than fifteen (15) days prior to such
completion date) or (ii) the commencement of business operations by the Lessee
in the restored computer room, provided further however that the Lessee may
elect to terminate this Agreement if the portion of the premises taken
constitutes twenty-five (25%) or more of the entire premises and a responsible
officer of the Lessee certifies that in the good faith judgment of the Lessee,
the remaining portion of the premises cannot be economically or operationally
used by the Lessee for the conduct of its business. The Lessee shall give notice
to the Port Authority of any election to terminate this Agreement within sixty
(60) days after the effective date of the taking, such termination to be
effective on the date specified in the Lessee's notice but not later than ninety
(90) days following the date of the Lessee's notice. Upon the date specified in
the Lessee's notice, the term of this Agreement shall terminate with the same
force and effect as if the effective date of termination were the original date
of expiration hereof. Any notice of termination given by the Lessee pursuant to
the provisions of this paragraph (c) shall not be effective if at the time of
the giving of such notice or on the intended effective date thereof the Lessee
is in default (after the giving of any required notice and the expiration of any
applicable cure period) in the performance or observance of any term, provision
or condition of this Agreement. If any basic rental or additional basic rental
is due to the Port Authority for any portion of the term prior to the effective
date of termination or if any basic rental or additional basic rental has been
paid by the Lessee for any portion of the term subsequent to the effective date
of termination, the same shall be payable by the Port Authority or by the Lessee
to the other, as the case may be, within twenty (20) days after demand therefor.

            (d) In the event of a taking that does not result in the termination
of this Agreement, the Port Authority shall, at its sole cost and expense and
regardless of whether any award(s) shall be sufficient for the purposes, proceed
with due diligence, except for causes or conditions beyond its control, to
repair, alter and restore the portion of the building in which the premises is
located and the remaining part of the premises (including, without limitation,
all leasehold improvements), to the extent feasible, to their condition
immediately prior to the taking so as to constitute the remaining portion of the
building and the remaining part of the premises complete and tenantable.

            (e) As used in this Section 17, the terms "governmental or other
authorized agency or


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agencies" or "governmental authority" shall not be deemed to include the Port
Authority or any governmental entity (other than the condemning entity) that has
prior to such condemnation succeeded to the interest of the Port Authority as
landlord under this Agreement.

Section 18. Abatement of Rental

            (a) In the event that the Lessee shall at any time become entitled
to an abatement of rent, the basic rental set forth in Section 4 of this
Agreement entitled "Rental" and, unless expressly provided otherwise in this
Agreement, the additional basic rental set forth in Schedule A attached to this
Agreement shall be abated for the period the abatement is in effect by the same
percentage that the square footage of the area (as determined in accordance with
paragraph (b) below of this Section) of the part of the premises the use of
which is denied to the Lessee is of the total square footage of the area (as
determined in accordance with paragraph (b) below of this Section) of the
premises;

            (b) For the purposes of this Section 18, the number of square feet
contained in the premises or parts thereof shall be computed as follows: By
measuring from the inside surface of outer building walls to the surface of the
public area side, or of the non-exclusive area side, as the case may require, of
all partitions separating the space measured from adjoining areas designated for
the use of the public or for use by the Lessee in common with others, and to the
center of partitions separating the space measured from adjoining space
exclusively used by others; no deduction will be made for columns, partitions,
pilasters or projections necessary to the building and contained within the
space measured. Permanent partitions enclosing elevator shafts, stairs,
fire-towers, vents, pipe-shafts, meter-closets, flues, stacks and any vertical
shafts have the same relation to the space measured as do outer building walls.

            (c) In the event that during the term of the letting under this
Agreement the Lessee shall be partially evicted and shall remain in possession
of the premises or the balance thereof, the Lessee agrees that notwithstanding
it might have the right to suspend payment of the rent in the absence of this
provision, it agrees to pay and will pay at the times and in the manner herein
provided, the full rent reserved less only an abatement thereof computed in
accordance with the above.

Section 19. Assignment and Sublease

            (a) Except as hereinafter set forth, the Lessee expressly covenants
that it shall not assign, mortgage or encumber this Agreement nor sublet or
suffer or permit the premises or any part thereof to be used by others unless
the Port Authority has consented thereto in each instance as hereinafter
provided. The admission of new partners to a partnership Lessee or subtenant,
the discharge, withdrawal, retirement, death, incompetency, or bankruptcy of any
partner of a partnership Lessee or subtenant, the reallocation or
reclassification of partnership interests among the partners of a partnership
Lessee or subtenant, and the assignment by any partner of a partnership Lessee
or subtenant of his partnership interest shall not be deemed an assignment of
this Agreement, or of any sublease, as the case may be, provided the conditions
set forth in Section 43 of this Agreement entitled "Partnership Provision" are
met, and a merger or consolidation shall not be deemed a violation of this
paragraph (a) provided the conditions set forth in paragraph (a)(5) of Section
20 of this Agreement entitled "Termination" are met.

            (b) Notwithstanding the provisions of paragraphs (a), (c), and (e)
of this Section 19, the Lessee shall have the right to: (x) (i) assign this
Agreement and the letting hereunder in its entirety to, (ii) sublet a part or
all of the premises to, (iii) permit the use of desk space by, a person, entity
or corporation (a "related corporation") which directly or indirectly controls,
is controlled by, or is under common control


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with the Lessee, or into or with which the Lessee is merged or consolidated, if
all the conditions stated in subparagraph (a) (5) of Section 20 hereof entitled
"Termination", are met and such assignment is required in connection with such
merger or consolidation, or (y) assign this Agreement and the letting hereunder
in its entirety to a person, entity or corporation which acquires all or
substantially all of the assets of the Lessee; such assignment, subletting or
desk space use to continue only as long as the said person, entity or
corporation continues in one of the above described relationships to the Lessee,
provided that any such assignee, subtenant or desk space user of the premises
shall use the premises, or the portion thereof occupied by it, as the case may
be, solely for the purposes set forth in Section 3 of this Agreement entitled
"Rights of User by the Lessee" and for no other purpose whatsoever, provided
further however that such assignment shall not be effective unless an agreement
in the form attached hereto as Exhibit Y has been executed by the Lessee and the
proposed assignee and delivered to the Port Authority (but subject to the
foregoing, nothing herein shall be construed to preclude the assignor and
assignee from providing in the assignment agreement for an effective date of
assignment which precedes such delivery to the Port Authority) and such
subleasing shall not be effective unless an agreement in the form attached
hereto as Exhibit X has been executed by the Lessee and the proposed subtenant
and delivered to the Port Authority (but subject to the foregoing, nothing
herein shall be construed to preclude the assignor and assignee from providing
in the assignment agreement for an effective date of assignment which precedes
such delivery to the Port Authority) together with (i) a copy of the proposed
assignment or sublease agreement, as the case may be, executed by the Lessee and
the proposed assignee or subtenant, as the case may be, and (ii) all reasonable
and relevant documentation, data and other information as the Port Authority may
reasonably require to substantiate the aforesaid required relationship between
the Lessee and such assignee, subtenant or desk-space user, and subsequent to
the delivery of such assignment or sublease agreement, or the commencement of
such desk space use, the Lessee, and the assignee, subtenant, or desk-space
user, as the case may be, shall furnish to the Port Authority such relevant
information, data and documents as may be reasonably requested by the Port
Authority from time to time, but not more than once in any twelve month period,
to confirm that such relationship remains in effect. The Port Authority agrees
to execute and deliver to the respective parties such agreement in the form
attached hereto as Exhibit X or Exhibit Y, as the case may be, within fifteen
(15) business days after receipt of (1) such respective agreement duly executed
by the Lessee and the assignor or the Lessee and the subtenant, as the case may
be, and (2) the documents, information and other data referred to in this
paragraph (b) establishing the above described relationship. Notwithstanding
anything to the contrary contained herein, the provisions of this paragraph (b)
shall apply to the use of desk space in the premises by a client or other
service provider to the Lessee.

            (c) Notwithstanding the provisions of paragraph (a) of this Section
19, and in addition to the rights contained in paragraph (b) of this Section 19,
the Lessee may, after the commencement of the letting, sublet a part or all of
the premises (but under no circumstances shall there be more than thirteen (13)
subtenants in the premises at any one time pursuant to the provisions of this
paragraph (c), but if the Lessee shall include Additional Space in the premises
pursuant to the provision of paragraph (a) or (b) of Section 44 of this
Agreement then such number of subtenants permitted in the premises at any one
time shall be increased by one subtenant for each seventeen thousand (17,000)
rentable square feet of space so added to the premises), provided that all of
the following conditions precedent and requirements have been met or satisfied:
(1) Each proposed subtenant shall, in the reasonable opinion of the Port
Authority, be eligible, suitable and qualified as a World Trade Center tenant
on the basis of its functions, activities, and services in world trade and
commerce, and in exercising its judgment with respect to a proposed subtenant
the Port Authority shall, so long as the Statutes remain in effect, not apply
criteria as to the eligibility of the proposed subtenant which are different
from or more stringent than those criteria which it has applied or it is then
applying with respect to other lessees of space in the World Trade Center whose
eligibility is determined by the Port Authority strictly on the basis of their
functions, activities and services in world trade and commerce


                                       43
<PAGE>

and if the Statutes are no longer in effect the "eligibility" criterion shall no
longer be applicable; (2) the Lessee, or any broker retained by the Lessee,
shall not publicly advertise the availability of the subleased space at a rental
or for other consideration which is less than the then current rental (including
additional basic rental payable pursuant to the provisions of Schedule A
attached hereto) charged by the Port Authority for comparable space and for a
comparable term on the date of such subletting; (3) if the monthly rental rate
and any other consideration payable by the subtenant to the Lessee for or in
connection with its use or occupancy of the subleased space shall be in excess
of the monthly rental rate provided for in this Agreement for the term of the
proposed subletting, the Lessee shall so notify the Port Authority and, subject
to the deductions set forth in paragraph (h) of this Section 19, the Lessee
shall pay fifty percent (50%) of such excess to the Port Authority as provided
in paragraph (h) of this Section 19; (4) the proposed subtenant has not been in
discussion with the Port Authority toward its occupancy of comparable space in
the World Trade Center during the one hundred eighty (180) day period
immediately preceding the date of the Lessee's request for the Port Authority's
consent to such subletting, unless the proposed subtenant has advised the Port
Authority in writing during such one hundred eighty day period that it is no
longer interested in leasing any comparably available space at the World Trade
Center; and (5) the Lessee, the subtenant and the Port Authority have executed
the form of agreement entitled "Consent to Sublease Agreement", annexed to this
Agreement and marked "Exhibit X". The Port Authority agrees to execute the
Consent to Sublease Agreement in the form attached hereto as Exhibit X within
thirty (30) business days after the Port Authority's receipt of a copy of the
proposed sublease agreement executed by the Lessee and the proposed subtenant,
and all documentation, data and other information as the Port Authority may
reasonably require to determine whether the conditions set forth in this
subparagraph have been satisfied. Execution by the Port Authority of the Consent
to Sublease Agreement referred to above, and the return thereof to the Lessee,
shall constitute the determination referred to in subdivision (1), above. The
Lessee and the subtenant shall present in advance or together with the proposed
sublease agreement all documents, information and other data which the Port
Authority may reasonably require relating to the matters covered in subdivisions
(1), (2), (3) and (4), above, and the subtenant shall supply during the
continuance of any approved subletting (but not more than once in any twelve
(12) month period) such additional or current documents, information or other
data relating to the matters covered in subdivision (1), above, as the Port
Authority may from time-to-time reasonably require. In the event that the Port
Authority shall determine to reject a proposed subtenant, the Port Authority
shall notify the Lessee within the aforesaid thirty (30) business day period in
writing of the specific reasons for such rejection.

            (d) If the Lessee and the proposed subtenant shall present in
advance all documents, information and other data which the Port Authority may
reasonably require relating to the matters covered in subdivisions 1, 2, 3 and 4
of paragraph (c), above, and all other relevant information relating to the
business terms of the proposed sublease arrangement prior to the submission of
the proposed sublease agreement, the Port Authority shall advise the Lessee
within fifteen (15) business days after receipt of all of the foregoing of its
determination as to the eligibility, suitability and qualifications of the
proposed subtenant as a tenant in the World Trade Center and whether all of the
provisions and conditions set forth in subdivisions 2, 3 and 4 of paragraph (c),
above, have been met. If the said provisions and conditions have been met and
the Port Authority determines that the proposed subtenant is eligible, suitable
and qualified, the Port Authority will so advise the Lessee and will prepare the
form of Consent to Sublease Agreement attached hereto as Exhibit X and submit
the same to the Lessee within such fifteen (15) business day period. In the
event the Port Authority shall determine that the proposed subtenant is not
eligible, suitable and qualified and/or that the said provisions and conditions
have not been met, the Port Authority shall notify the Lessee in writing of the
specific reasons for such determination within the aforesaid fifteen (15)
business day period. Upon receipt by the Port Authority of three copies of the
Consent to Sublease Agreement executed by the Lessee and the proposed subtenant
to each of which is attached the fully executed copy of


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<PAGE>

the proposed sublease agreement between the Lessee and the proposed subtenant,
the Port Authority shall within thirty (30) business days after receipt of the
said Consent to Sublease Agreement and the proposed sublease agreement, review
the Consent to Sublease Agreement and the proposed sublease agreement so
received and will either (i) provided that the terms of the proposed sublease
agreement with respect to the matters covered in subdivisions (1) and (4) of
paragraph (c), above, do not differ from those provided in advance by the Lessee
pursuant to this paragraph (d) and the terms of the proposed sublease agreement
(other than the economic terms such as the rentals or finishing allowance, etc.)
do not contradict or contravene, amend or modify the terms of this Agreement,
execute the Consent to Sublease Agreement and return two copies thereof to the
Lessee or (ii) provide the Lessee with specific objections to the Consent to
Sublease Agreement or to the proposed sublease agreement.

            (e) Except as otherwise provided in this Agreement, use or occupancy
of any portion of the premises by any subtenant or desk space user, pursuant to
the consent granted in this Section 19, shall not entitle such subtenant or desk
space user to any rights or privileges which the Port Authority has or may
hereafter accord to lessees of space in the World Trade Center, including,
without limitation thereto, listings on directories, boards or in publications
or similar privileges but nothing herein shall be deemed to prohibit the Lessee
from sharing with its permitted subtenants or desk space users any such rights
or privileges which the Port Authority has accorded to the Lessee, including,
without limitation thereto, listings on directories, boards or in publications
or similar privileges. The Lessee shall at all times be solely responsible for
complying with any requirements regarding the permissible number of persons who
may use or occupy the premises.

            (f) If the Lessee assigns, sells, conveys, transfers, mortgages,
pledges or sublets or permits the use of desk space in the premises in violation
of paragraphs (a), (b) or (c) of this Section 19 or if the premises are occupied
by anybody other than the Lessee, the Port Authority may upon Lessee's default
(after the giving of any required notice and the expiration of any applicable
cure period) in the performance or observance of any term, provision, or
condition of this Agreement, collect rent from any assignee, subtenant,
desk-space user or anyone who claims a right to this Agreement or letting or who
occupies the premises, and shall apply the net amount collected to the basic
rental herein reserved, and the additional basic rental payable hereunder; and
no such collection shall be deemed a waiver by the Port Authority of the
covenants contained in paragraphs (a), (b) or (c) of this Section 19 nor an
acceptance by the Port Authority of any such assignee, subtenant, desk-space
user, claimant or occupant as Lessee, nor a release of the Lessee by the Port
Authority from further performance by the Lessee of the covenants contained
herein. The granting of consent by the Port Authority to any assignment or
subletting shall not be deemed to operate as a waiver of the requirement for
obtaining the express prior written consent of the Port Authority to any other
or subsequent assignment or subletting if such consent is required pursuant to
the provisions of this Section. All such further subletting shall be governed by
the applicable provisions of this Agreement.

            (g) As used in this Section 19, "control" shall mean, with respect
to a corporation, legal or beneficial ownership, directly or indirectly, by one
person, firm, corporation, or other business entity, or a group acting in
concert, of a sufficient amount of the issued and outstanding shares of the
capital stock and voting rights (with the power to exercise such voting rights)
of another corporation so as to enable the owner to direct the management and
policies of such corporation. With respect to a person, firm, or other business
entity, other than a corporation, "control" shall mean the power to direct the
management and policies of such person, firm or other business entity whether by
legal or beneficial ownership, or otherwise and in the case of any indirect
control, each of the entities in the chain between the Lessee and any assignee,
subtenant or desk space user shall directly control or be directly controlled by
the immediately adjacent entity in such chain.


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            (h) If, in connection with any subletting pursuant to the provisions
of paragraph (c) hereof consented by the Port Authority as provided herein, the
Lessee (1) has paid or incurred a brokerage commission (at the rates then
prevailing in the City of New York) to a real estate broker licensed to do
business in the State of New York, which brokerage commission is not reimbursed
to the Lessee by the subtenant, provided such brokerage commission is actually
paid or to be paid for services and is incurred solely in connection with such
subletting and would not have been required to have been paid except for such
subletting; or (2) has incurred any cost (including architect's and other
consulting fees, and other soft costs) for finishing, altering, or decorating
such sublet space, or otherwise (A) to prepare the same solely for such
subtenant's occupancy, whether paid directly to a contractor or such other
consultant, or to the subtenant as a finishing allowance, and which is not
reimbursed to the Lessee by the subtenant (including the erection of a demising
wall to separate the sublet space from the balance of the premises, but
excluding other construction and installation work which the Lessee may be
required to perform in the balance of the premises) or (B) for the Lessee's
occupancy thereof (to the extent such work is in the sublet premises on the
subleasing commencement date and remains therein throughout the term of such
subletting), provided that only the straight-line unamortized portion of the
cost of such work shall be included; or (3) has incurred a reasonable legal fee
or disbursement to an attorney solely in connection with such subletting
transaction; or (4) has incurred advertising and/or marketing expenses solely in
connection with such subletting, or (5) has incurred expenses in connection with
the takeover of a subtenant's other lease obligations less any amounts received
by the Lessee from the subtenant or other occupants of the subtenant's other
space net of subleasing expenses actually paid or incurred by the Lessee in
connection with subletting the subtenant's other space; (6) has actually paid or
incurred moving expenses, or relocation contributions, solely in connection with
relocating the subtenant from its prior premises to the subleased space; or (7)
has incurred New York State transfer gains tax in connection with the subletting
(the total of items (1), (2), (3), (4), (5), (6) and (7) being hereinafter
referred to as the "subleasing expenses"), then the total of such subleasing
expenses shall be first applied as a credit against the amounts of the excess
sublease rental (as referred to in clause (3) of paragraph (c) hereof) payable
by the subtenant to the Lessee, and after such credit has been exhausted, the
Lessee shall pay to the Port Authority for each month of the term of the
sublease fifty percent (50%) of such month's excess sublease rental. If
requested by the Port Authority, the Lessee shall make available from time to
time for examination by the Port Authority, during normal business hours, on
normal business days, and after reasonable prior notice, the Lessee's books and
records relating to the receipt of sublease rental and to the subleasing
expenses for each sublease entered into by the Lessee pursuant to the provisions
of paragraph (c) hereof.

            (i) Subject to and in accordance with the provisions of this
paragraph (i), upon the reasonable request of the Lessee and the subtenant, the
Port Authority shall enter into an agreement (Attornment Agreement) in form
reasonably satisfactory to the Port Authority and any subtenant under a sublease
covering at least twenty-five thousand (25,000) rentable square feet which is
for a term of five (5) years or longer to which the Port Authority has
consented pursuant to the provisions of paragraph (c) of this Section 19 stating
that, under the terms set forth in the Attornment Agreement, the Port Authority
shall not disturb the possession of the subtenant of the space covered by the
sublease in the event the Port Authority elects to terminate the letting of the
premises under this Agreement pursuant to Section 20 hereof entitled
"Termination", or otherwise by reason of the Lessee's default after notice
thereof to the Lessee and the expiration of any applicable cure period, and the
Port Authority in fact obtains possession of the premises, so long as the
subtenant is not in default under the sublease, beyond the giving of any
required notice and the expiration of any applicable cure period provided for
therein, and is not in default under the terms of the Attornment Agreement,
beyond the giving of any required notice and the expiration of any applicable
cure period provided for therein, provided that such subtenant shall attorn to
and recognize the Port Authority, or its designee, as landlord under the
sublease. Notwithstanding anything to the contrary set forth in this


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subparagraph, any Attornment Agreement entered into by the Port Authority
pursuant to the provisions of this paragraph shall be conditional, and shall
provide that if this Agreement terminates as a result of any reason other than
the Lessee's default, such as by reason of the occurrence of a casualty or
condemnation, the provisions of the Attornment Agreement shall be deemed null
and void and of no force and effect, and the sublease covering the space
occupied by such subtenant shall automatically terminate on the effective date
of the termination of this Agreement without further act of the parties.
Pursuant to the terms of the Attornment Agreement, if, in the event the letting
of the premises under this Agreement is in fact terminated by the Port Authority
by reason of the Lessee's default after any required notice and the expiration
of any applicable cure period, and possession of the premises is in fact
obtained by the Port Authority, the Port Authority shall have the right to: (i)
elect to continue the sublease in effect as a direct lease between the Port
Authority, as lessor, and the subtenant, as lessee, with the same force and
effect as if the Port Authority, as lessor, and the subtenant, as lessee, had
entered into a lease covering the subleased premises as of the effective
termination date of this Agreement, containing the same terms, covenants and
conditions as those contained in the sublease, provided that the annual basic
rental and additional basic rental payable to the Port Authority by the
subtenant from and after the effective date of termination of this Agreement
shall be the greater of (A) the annual basic rental and additional basic rental
set forth in the sublease between the Lessee and the subtenant or (B) an annual
basic rental and additional basic rental computed at the annual per rentable
square foot rate of annual basic rental and additional basic rental which would
have been payable by the Lessee with respect to the subleased premises if this
Agreement had remained in full force and effect, and provided further that the
effective termination date occurs before the expiration or earlier termination
of the term of the sublease, or (ii) elect to enter into a new lease with
respect to the premises with a new lessee (which lessee is hereinafter referred
to as "the New Lessee", the new lease being hereinafter referred to as "the New
Lease"), with the sublease continuing in effect as a sublease between the New
Lessee, as lessor, and the subtenant, as lessee, with the same force and effect
as if the New Lessee, as lessor, and the subtenant, as lessee, had entered into
a sublease covering the subleased premises as of the termination date of this
Agreement, containing the same terms, covenants and conditions as those
contained in the sublease, provided that the termination date of this Agreement
occurs before the expiration or earlier termination of the term of the sublease.
From and after the subtenant's attornment to the Port Authority, or the New
Lessee, as the case may be, the subtenant shall pay to the Port Authority, or
the New Lessee, as the case may be, all rental payments and any and all other
payments then due or thereafter becoming due to the Port Authority or to the
lessor under and in accordance with the sublease, as the case may be, and shall
perform all the terms and covenants, and conditions of the sublease, as if the
Port Authority, or the New Lessee, as the case may be, were the lessor named
therein. Notwithstanding the foregoing, the obligation of the Port Authority, or
the New Lessee, as the case may be, to recognize the subtenant's rights under
the sublease in the event the Port Authority elects to continue the sublease in
effect, and the subtenant's obligation to attorn to the Port Authority, or the
New Lessee, as the case may be, are subject to the following terms and
conditions:

                  (i) the Port Authority, or the New Lessee, as the case may be,
      shall not be liable for any act or omission of the Lessee or its officers,
      directors, partners, members, contractors, agents, employees or
      representatives under this Agreement or under the sublease occurring prior
      to the effective date of the Attornment Agreement or direct lease with the
      Port Authority or prior to the effective date of the New Lease;

                  (ii) the Port Authority, or the New Lessee, as the case may
      be, shall not be subject to any credit, offsets, claims, counterclaims,
      demands, or defenses which the subtenant may have against the Lessee, its
      officers, directors, partners, members, contractors, agents, employees or
      representatives;


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                  (iii) the Port Authority, or the New Lessee, as the case may
      be, shall not be bound by any payment of rent which the subtenant might
      have paid for more than the current month to the Lessee;

                  (iv) the Port Authority, or the New Lessee, as the case may
      be, shall not be bound or obligated to construct or complete construction
      of all or any portion of the subleased premises or to undertake the
      construction of any other improvements described in the sublease or in
      this Agreement;

                  (v) the Port Authority, or the New Lessee, as the case may be,
      shall not be bound by any security deposit or any other pre-paid sum that
      the subtenant has paid to the Lessee, unless the Port Authority, or the
      New Lessee, as the case may be, has actually received such deposit or sum
      from the Lessee;

                  (vi) the Port Authority, or the New Lessee, as the case may
      be, shall not be bound by any financing obligation the Lessee has incurred
      with respect to the subtenant;

                  (vii) the Port Authority, or the New Lessee, as the case may
      be, shall not be bound by any obligation to make any payment to the
      subtenant, or to grant the subtenant any credits, except for services,
      repairs, maintenance and restoration provided for under the sublease to be
      performed after the effective date of such attornment;

                  (viii) the Port Authority, or the New Lessee, as the case may
      be, shall not be bound by any agreement entered into by and between the
      Lessee and the subtenant that amends the sublease without the prior
      written consent of the Port Authority so as to increase any of the
      Lessee's obligations as set forth therein or as to reduce any benefit
      accruing to the Lessee thereunder;

                  (ix) the Port Authority, or the New Lessee, as the case may
      be, shall have the same rights and remedies to insure the observance and
      fulfillment and performance of all terms, covenants and conditions
      contained in the sublease to be observed, fulfilled and performed by the
      subtenant which the Lessee had or would have had if this Agreement had not
      been terminated; and

                  (x) the Port Authority, or the New Lessee, as the case may be,
      shall not be bound or obligated to recognize or to continue in effect any
      option or other right of the subtenant to lease additional space contained
      in the sublease unless within twenty (20) days after the effective date of
      termination of this Agreement such subtenant exercises all options or
      rights to lease additional space contained in the sublease in accordance
      with the terms (other than the time period within which the subtenant is
      required to exercise such option or right) of the sublease agreement.

            (j) Notwithstanding the provisions of paragraph (a), the Lessee may
assign this Agreement in its entirety to an assignee other than the one
described in paragraph (b) above provided that all of the following conditions
precedent and requirements have been met or satisfied: (1) The proposed assignee
shall, in the reasonable opinion of the Port Authority, be eligible, suitable
and qualified as a World Trade Center tenant on the basis of its functions,
activities and services in world trade and commerce, and in exercising its
opinion with respect to a proposed assignee the Port Authority shall as long as
the Statutes remain in effect not apply criteria which are different from or
more stringent than those criteria which it has applied or it is then applying
with respect to lessees of space in the World Trade Center whose eligibility and
qualification is determined strictly on the basis of their functions, activities
and services in world trade and


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commerce; (2) Subject to the provisions of paragraph (k) of this Section 19, the
Lessee shall pay to the Port Authority fifty percent (50%) of any consideration
received by the Lessee from an assignee as such consideration is actually
received; (3) The assignee has not been in discussion with the Port Authority
toward its occupancy of comparable space in the World Trade Center during the
one hundred eighty (180) day period immediately preceding the date of the
Lessee's request for the Port Authority's consent to the assignment; and (4) The
Lessee, the assignee and the Port Authority have executed an Agreement of
Assignment, Assumption and Consent in the form attached as Exhibit Y to this
Agreement. Execution of said Assignment, Assumption and Consent by the Port
Authority and return thereof to the Lessee shall constitute the determination
referred to in clause (1) above. The Lessee and Assignee shall present in
advance all documents, information and other data which the Port Authority may
reasonably require relating to the matters covered in clauses (1), (2) and (3)
of this paragraph (j) and the assignee shall supply during the term of the
assignment such additional and current documents, information or other data as
the Port Authority may from time to time reasonably require. If the Lessee and
the proposed assignee shall so present in advance all documents, information and
other data which the Port Authority may reasonably require relating to the
matters covered in clauses (1), (2) and (3) of this paragraph (j), the Port
Authority shall advise the Lessee within fifteen (15) business days after
receipt of all of the foregoing of its determination as to the eligibility,
suitability and qualifications of the proposed assignee as a tenant in the World
Trade Center (which determination shall be made by the Port Authority in
accordance with the provisions of the first sentence of this paragraph (j)) and
whether all of the provisions and conditions set forth in clauses (2) and (3) of
this paragraph (j) have been met. If the said provisions and conditions have
been met and the Port Authority determines that the proposed assignee is so
eligible, suitable and qualified (which determination shall be made by the Port
Authority in accordance with the provisions of the first sentence of this
paragraph (j), the Port Authority will so advise the Lessee and will prepare the
form of Assignment Agreement, Assumption and Consent attached hereto as Exhibit
Y and submit the same to the Lessee within such fifteen (15) day business
period. In the event the Port Authority shall determine that the proposed
assignee is not eligible, suitable and qualified (which determination shall be
made by the Port Authority in accordance with the provisions of the first
sentence of this paragraph (j)) and/or that the said provisions and conditions
have not been met, the Port Authority shall notify the Lessee in writing of the
specific reasons for such determination within the aforesaid fifteen (15)
business day period. Within thirty (30) days after receipt by the Port Authority
of three copies of the Assignment Agreement, Assumption and Consent duly
executed by the Lessee and the proposed assignee, the Port Authority shall
execute the Assignment Agreement, Assumption and Consent and return two copies
thereof to the Lessee.

            (k) If, in connection with any assignment pursuant to the provisions
of paragraph (j) hereof consented to by the Port Authority as provided herein,
the Lessee (1) has paid or incurred a brokerage commission (at the rates then
prevailing in the City of New York) to a real estate broker licensed to do
business in the State of New York, which brokerage commission is not reimbursed
to the Lessee by the assignee, provided such brokerage commission is actually
paid or to be paid for services and is incurred solely in connection with such
assignment and would not have been required to have been paid except for such
assignment; or (2) has incurred any cost (including architect's and other
consulting fees, and other soft costs) for finishing, altering, or decorating in
the premises, or otherwise (A) to prepare the same solely for such assignee's
occupancy, whether paid directly to a contractor or such other consultant, or to
the assignee as a finishing allowance, and which is not reimbursed to the Lessee
by the assignee or (B) for the Lessee's occupancy thereof (to the extent such
work is in the premises on the effective date of the assignment), provided that
only the straight-line unamortized portion of the cost of such work shall be
included; or (3) has granted to the assignee a basic rental or other concession
for or in connection with its use or occupancy of the premises, or has made or
paid on behalf of such assignee any other concession or amount for or in
connection with the premises, provided, that the granting of such concession, or
the payment of such amount


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is then a customary and usual practice in the real estate industry in the
Borough of Manhattan in connection with comparable transactions; or (4) has
incurred a reasonable legal fee or disbursement to an attorney solely in
connection with such assignment transaction; or (5) has incurred advertising
and/or marketing expenses solely in connection with such assignment, or (6) has
incurred expenses in connection with the takeover of assignee's other lease
obligations less any amounts received by the Lessee from the assignee or other
occupants of the assignee's other space net of subleasing expenses actually paid
or incurred by the Lessee in connection with subletting the assignee's other
space; (7) has actually paid or incurred moving expenses, or relocation
contributions, solely in connection with relocating the assignee from its prior
premises to the premises; or (8) has incurred New York State transfer gains tax
in connection with the assignment; (the total of items (1), (2), (3), (4), (5),
(6), (7), and (8) being hereinafter referred to as the "assignment expenses"),
then the total of such assignment expenses shall be first applied as a credit
against the amounts of the consideration payable by the Lessee to the Port
Authority, and after such credit has been exhausted, the Lessee shall pay to the
Port Authority as received fifty percent (50%) of such consideration. If
requested by the Port Authority, the Lessee shall make available from time to
time for examination by the Port Authority, during normal business hours, on
normal business days, and after reasonable prior notice, the Lessee's books and
records relating to the receipt of consideration by the Lessee in connection
with such assignment and to the assignment expenses for the assignment entered
into by the Lessee pursuant to the provisions of paragraph (i) hereof.

Section 20. Termination

            (a) If any one or more of the following events shall occur, that is
to say:

                  (1) The Lessee shall become insolvent, or shall take the
      benefit of any present or future insolvency statute, or shall make a
      general assignment for the benefit of creditors, or file a voluntary
      petition in bankruptcy or a petition or answer seeking an arrangement or
      its reorganization or the readjustment of its indebtedness under the
      federal bankruptcy laws or under any other law or statute of the United
      States or of any State thereof or consent to the appointment of a
      receiver, trustee, or liquidator of all or substantially all its property;
      or

                  (2) By order or decree of a court the Lessee shall be adjudged
      bankrupt or an order shall be made approving a petition filed by any of
      the creditors or, if the Lessee is a corporation, by any of the
      stockholders of the Lessee, seeking its reorganization or the readjustment
      of its indebtedness under the federal bankruptcy laws or under any law or
      statute of the United States or of any State thereof; or

                  (3) A petition under any part of the federal bankruptcy laws
      or an action under any present or future insolvency law or statute shall
      be filed against the Lessee, unless the Lessee shall within thirty (30)
      days after the filing of such petition commence a proceeding to dismiss
      such petition and such petition is not dismissed, vacated or set aside
      within one hundred twenty (120) days after the filing thereof; or

                  (4) Except to the extent permitted under Section 19 of this
      Agreement entitled "Assignment and Sublease", the letting hereunder or the
      interest or estate of the Lessee under this Agreement shall be transferred
      to, pass to or devolve upon, by operation of law or otherwise, any other
      person, firm or corporation and such letting, interest or estate of the
      Lessee is not transferred back to the Lessee within thirty (30) days
      thereafter; or


                                       50
<PAGE>

                  (5) The Lessee, if a corporation, shall, without the prior
      consent of the Port Authority, become a possessor or merged corporation in
      a merger, a constituent corporation in a consolidation, or a corporation
      in dissolution, unless the corporation resulting from such merger or
      consolidation has a tangible net worth of not less than Seven Hundred
      Million Dollars and No Cents ($700,000,000.00).

                  (6) The Lessee is a partnership, and the said partnership
      shall be dissolved as the result of any act or omission of its partners or
      any of them, or by operation of law or the order or decree of any court
      having jurisdiction, or for any other reason whatsoever except as
      permitted under Section 43 of this Agreement entitled "Partnership
      Provision" unless the partnership shall be reconstituted within thirty
      (30) days after such dissolution; or

                  (7) By or pursuant to, or under authority of any legislative
      act, resolution or rule, or any order or decree of any court or
      governmental board, agency or officer, a receiver, trustee, or liquidator
      shall take possession or control of all or substantially all the property
      of the Lessee, or any execution or attachment shall be issued against the
      Lessee or any of its property, whereupon possession of the premises shall
      be taken by someone other than the Lessee, and any such possession or
      control shall continue in effect for a period of one hundred twenty (120)
      days provided that the Lessee shall, within thirty (30) days after such
      taking of possession or control, take such steps as may be necessary to
      regain such possession or control; or

                  (8) Any lien is filed against the premises because of any act
      or omission of the Lessee and is not removed or bonded within thirty (30)
      days after notice thereof from the Port Authority; or

                  (9)   Subparagraph (9) was intentionally omitted.

                  (10) The Lessee shall fail duly and punctually to pay the
      rentals required hereunder when due to the Port Authority and such failure
      shall continue for a period often (10) days after the Port Authority shall
      have given the Lessee a written statement therefor or the Lessee shall
      fail duly and punctually to make any other payment required when due to
      the Port Authority and such failure shall continue for a period of fifteen
      (15) days after the Port Authority shall have given the Lessee a written
      statement therefor; or

                  (11) The Lessee shall fail to keep, perform and observe each
      and every other promise, covenant and agreement set forth in this
      Agreement on its part to be kept, performed, or observed, within twenty
      (20) days after receipt of written notice of default thereunder from the
      Port Authority (except where fulfillment of its obligation requires
      activity over a period of time or when such default cannot be cured within
      said twenty (20) day period, and the Lessee shall have commenced to
      perform whatever may be required for fulfillment or to cure such default
      within twenty (20) days after receipt of written notice of default and
      continues diligently such performance without interruption except for
      causes or conditions beyond its control); or

                  (12) If this Agreement shall require a guarantor of one or
      more of the Lessee's obligations under this Agreement and any of the
      events described in subparagraphs (1), (2), (3) or (7) above shall occur
      to or with respect to the guarantor (whether or not they shall also occur
      to or with respect to the Lessee) and a substitute guarantor acceptable to
      the Port Authority or other form of security acceptable to the Port
      Authority is not provided to the Port Authority;


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then upon the occurrence of any such event or at any time thereafter during the
continuance thereof, the Port Authority may by five (5) business days' notice
terminate the letting, such termination to be effective upon the date specified
in such notice. Such right of termination and the exercise thereof shall be and
operate as a conditional limitation.

            (b) If any of the events enumerated in paragraph (a) of this Section
20 shall occur prior to the Commencement Date, the Lessee shall not be entitled
to enter into possession of the premises and the Port Authority upon the
occurrence of any such event or at any time thereafter during the continuance
thereof by twenty-four (24) hours' notice may cancel the interest of the Lessee
under this Agreement, such cancellation to be effective upon the date specified
in such notice.

            (c) No acceptance by the Port Authority of rentals, fees, charges or
other payments in whole or in part for any period or periods after a default in
any of the terms, covenants and conditions to be performed, kept or observed by
the Lessee shall be deemed a waiver of any right on the part of the Port
Authority to terminate the letting, unless such rentals, fees, charges or other
payments shall effect a cure of the default and shall be accepted by the Port
Authority prior to the Lessee's receipt of a notice of termination of this
Agreement.

            (d) No waiver by the Port Authority of any default on the part of
the Lessee in performance of any of the terms, covenants or conditions hereof to
be performed, kept or observed by the Lessee shall be or be construed to be a
waiver by the Port Authority of any other or subsequent default in performance
of any of the said terms, covenants and conditions.

            (e) The rights of termination described above shall be in addition
to any other rights of termination provided in this Agreement and in addition to
any rights and remedies that the Port Authority would have at law or in equity
consequent upon any breach of this Agreement by the Lessee, and the exercise by
the Port Authority of any right of termination shall be without prejudice to any
other such rights and remedies except that the Port Authority will only re-enter
the premises in accordance with the provisions of Section 21 of this Agreement
entitled "Right of Re-entry".

            (f) Each party hereby waives its right to trial by jury in any
summary proceeding or action (other than an action for personal injury or
property damage) that may hereafter be instituted by the other in respect of the
premises or in any action that may be brought by the Port Authority to recover
rent, damages, or other sums payable hereunder. The Lessee shall not interpose
any claims as counterclaims in any summary proceeding or action for non-payment
of rental which may be brought by the Port Authority unless such claims would
be deemed waived if not so interposed.

Section 21. Right of Re-entry

            The Port Authority shall, (provided this Agreement shall have been
legally terminated in accordance with Section 20 of this Agreement entitled
"Termination") as an additional remedy upon the giving of a notice of
termination as provided in Section 20 of this Agreement entitled "Termination",
have the right to re-enter the premises and every part thereof upon the
effective date of termination. Such re-entry, or regaining or resumption of
possession, however, shall not in any manner affect, alter or diminish any of
the obligations of the Lessee under this Agreement, and shall in no event
constitute an acceptance of surrender.

Section 22. Survival of the Obligations of the Lessee


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<PAGE>

            (a) In the event that the letting shall have been terminated in
accordance with a notice of termination as provided in Section 20 of this
Agreement entitled "Termination", or the interest of the Lessee cancelled
pursuant thereto, or in the event that the Port Authority has re-entered,
regained or resumed possession of the premises in accordance with the provisions
of Section 21 of this Agreement entitled "Right of Re-entry", all the
obligations of the Lessee under this Agreement shall survive such termination or
cancellation, re-entry, regaining or resumption of possession and shall remain
in full force and effect for the full term of this Agreement, and the amount or
amounts of damages or deficiency shall become due and payable, as more
specifically stated in paragraph (b), below, to the Port Authority to the same
extent, at the same time or times and in the same manner as if no termination,
cancellation, re-entry, regaining or resumption of possession had taken place.

            (b) Immediately upon any termination or cancellation pursuant to
Section 20 of this Agreement entitled "Termination", or upon any re-entry,
regaining or resumption of possession in accordance with Section 21 of this
Agreement entitled "Right of Re-entry", there shall become due and payable by
the Lessee to the Port Authority, in addition to rental accrued prior to the
effective date of termination, without notice or demand and as damages, the sum
of the following:

                  (1) subject to the provisions of paragraph (c), below, an
      amount equal to the then present value of all basic rental and additional
      basic rental provided for in this Agreement for the entire term, following
      the effective date of termination, as originally fixed in Section 2 of
      this Agreement entitled "Term" less the amount thereof which may have been
      actually paid by the Lessee;

                  (2) the amount of all other unfulfilled monetary obligations
      of the Lessee under this Agreement, including without limitation thereto,
      all sums constituting additional rental hereunder (other than additional
      basic rental) and the cost to and expenses of the Port Authority for
      fulfilling all other obligations of the Lessee which would have accrued or
      matured during the balance of the term or on the expiration date
      originally fixed or within a stated time after expiration or termination;
      and

                  (3) an amount equal to the cost to and the expenses of the
      Port Authority in connection with the termination, cancellation, regaining
      possession and restoring and reletting the premises, the Port Authority's
      reasonable actual legal expenses and cost including the costs to the Port
      Authority of its in-house counsel, and the Port Authority's cost and
      expenses for the care and maintenance of the premises during any period of
      vacancy, and any brokerage fees and commissions paid (not exceeding,
      however, the rates then prevailing in the City of New York) in connection
      with any reletting.

            (c) The Port Authority may at any time bring an action to recover
all the damages as set forth above not previously recovered in separate actions,
or it may bring separate actions to recover the items of damages set forth in
subparagraphs (2) and (3) of paragraph (b), above, and separate actions
periodically to recover from time to time only such portion of the damages set
forth in subparagraph (1) of paragraph (b), above, as would have accrued as
rental up to the time of the action if there had been no termination or
cancellation. In any such action the Lessee shall be allowed a credit against
its survived damages obligations equal to the amounts which the Port Authority
shall have actually received from any tenant, licensee, permittee or other
occupier of the premises or a part thereof during the period for which damages
are sought, and if recovery is sought for a period subsequent to the date of
suit a credit equal to the market rental value of the premises during such
period (discounted to reflect the then present value thereof).


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If at the time of such action the Port Authority has relet the premises, the
rental for the premises obtained through such reletting shall be deemed to be
the market rental value of the premises or be deemed to be the basis for
computing such market rental value if less than the entire premises were relet
provided that such reletting is to a third party which is unrelated to the Port
Authority. In no event shall any credit allowed to the Lessee against its
damages for any period exceed the then present value of the basic rental which
would have been payable under this Agreement during such period if a termination
or cancellation had not taken place. In determining the present value of basic
and additional basic rental and the market rental value for purposes of this
Section an interest rate of six percent (6%) per annum shall be used.

Section 23. Reletting by the Port Authority

            The Port Authority, upon termination or cancellation pursuant to
Section 20 of this Agreement entitled "Termination", or upon any re-entry,
regaining or resumption of possession pursuant to Section 21 of this Agreement
entitled "Right of Re-entry", may occupy the premises or may relet the premises,
and shall have the right to permit any person, firm or corporation to enter upon
the premises and use the same. The Port Authority may grant commercially
reasonable free rental or other commercially reasonable concessions and such
reletting may be of part only of the premises or of the premises or a part
thereof together with other space, and for a period of time the same as or
different from the balance of the term hereunder remaining, and on terms and
conditions and for purposes the same as or different from those set forth in
this Agreement. The Port Authority shall also, upon termination or cancellation
pursuant to Section 20 of this Agreement entitled "Termination", or upon its
re-entry, regaining or resumption of possession pursuant to Section 21 of this
Agreement entitled "Right of Re-entry", have the right to repair or to make
structural or other changes in the premises, including changes which alter the
character of the premises and the suitability thereof for the purposes of the
Lessee under this Agreement, without affecting, altering or diminishing the
obligations of the Lessee hereunder. In the event either of any reletting or of
any actual use and occupancy by the Port Authority (the mere right to use and
occupy by the Port Authority not being sufficient however) there shall be
credited to the account of the Lessee against its survived obligations hereunder
any net amount remaining after deducting from the amount actually received or
receivable from any lessee, licensee, permittee or other occupier as the rental
or fee for the use of the said premises or portion thereof during the balance of
the letting as the same is originally stated in this Agreement, or from the
market value of the occupancy of such portion of the premises as the Port
Authority may during such period actually use and occupy, all out-of-pocket
expenses, costs and disbursements incurred or paid by the Port Authority in
connection therewith. No such reletting or such use and occupancy shall be or be
construed to be an acceptance of a surrender.

Section 24. Waiver of Redemption

            The Lessee hereby waives any and all rights of redemption, granted
by or under any present or future law, arising in the event it is evicted or
dispossessed for any cause, or in the event the Port Authority obtains or
retains possession of the premises in any lawful manner.

Section 25. Remedies and Suits Against the Lessee

            All remedies provided in this Agreement shall be deemed cumulative
and additional and not in lieu of or exclusive of each other or of any other
remedy available to the Port Authority at law or in equity, except that the Port
Authority will only re-enter the premises in accordance with the provisions of
Section 21 of this Agreement entitled "Right of Re-entry". In the event of a
breach by the Lessee of any term, covenant, condition or provision of this
Agreement, the Port Authority shall, except in the case of an


                                       54
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emergency, after notice and the expiration of any applicable cure period, have
the right of injunction and the right to invoke any other remedy allowed by law
or in equity as if termination, re-entry, summary proceedings and any other
specific remedies including without limitation thereto, indemnity and
reimbursement, were not mentioned herein, and neither the mention thereof nor
the pursuance or exercise or failure to pursue or exercise any right or remedy
shall preclude the pursuance or exercise of any other right or remedy.

Section 26. Surrender

            (a) The Lessee covenants and agrees to yield and deliver peaceably
to the Port Authority possession of the premises on the date of the cessation of
the letting, whether such cessation be by termination, expiration or otherwise,
promptly and in the condition required pursuant to the terms of this Agreement,
such ordinary wear and damage by fire or other casualty excepted.

            (b) Unless the same are required for the performance by the Lessee
of its obligations hereunder, the Lessee shall have the right at any time during
the letting to remove from the premises, and, on or before the expiration or
earlier termination of the letting, shall so remove its equipment, removable
fixtures, and other personal property, and all property of third persons for
which it is responsible, repairing all material damage caused by such removal.
The Lessee shall remove all modular furniture, computer and telecommunications
equipment, and all standard office equipment, inventories, removable trade
fixtures and other personal property of the Lessee or for which the Lessee is
responsible unless within sixty (60) days prior to the expiration of this
Agreement or within sixty (60) days after the termination of this Agreement the
Port Authority advises the Lessee as to which of the aforesaid items the Lessee
need not remove. If the Lessee shall fail to remove such property on or before
the termination or expiration of the letting, the Port Authority shall have the
same rights with respect to such property as it has in the event of casualty
under paragraph (i) of Section 9 of this Agreement entitled "Casualty". In the
event the Lessee removes electrical or plumbing fixtures, the Lessee shall cap
all altered electrical and plumbing lines flush with walls, floors and ceilings,
but nothing contained in this paragraph shall, or shall be deemed to require the
Lessee to remove electrical or plumbing fixtures unless such obligation is
imposed on the Lessee elsewhere in this Agreement.

Section 27. Acceptance of Surrender of Lease

            Except if this Agreement expires in accordance with its terms, no
agreement of surrender or to accept a surrender shall be valid unless and until
the same shall have been reduced to writing and signed by the duly authorized
representatives of the Port Authority and of the Lessee. Except as expressly
provided in this Section 27, neither the doing of, nor any omission to do, any
act or thing, by any of the officers, agents or employees of the Port Authority,
shall be deemed an acceptance of a surrender of the letting or of this
Agreement. Without limiting the foregoing, no employee or officer of the Port
Authority shall be authorized to accept the keys of the premises prior to the
expiration date of the letting as fixed in Section 2 of this Agreement entitled
"Term" or prior to the date of termination of this Agreement when such date is
stated to have the same effect as expiration and no delivery of the keys by the
Lessee shall constitute a termination of this Agreement or acceptance of
surrender.

Section 28. Brokerage

            The Lessee and the Port Authority each represents and warrants that
it has not had any contacts, dealings, acts or conversations with any broker in
connection with the negotiation or execution of


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this Agreement or in connection with the letting of the premises hereunder
except Insignia/ESG, Inc. a Delaware corporation having an office and place of
business at 200 Park Avenue, New York, New York 10166, and that there is no
broker with whom the Lessee or the Port Authority, as the case may be, has dealt
or had contacts or dealings or conversations with who is or may be entitled to
be paid a commission in connection with this Agreement and the letting of the
premises hereunder other than Insignia/ESG, Inc. The Lessee shall indemnify and
save harmless the Port Authority from and against any claims for commission,
brokerage or fees which have been or which may be made by any and all persons,
firms or corporations whatsoever for services in connection with the negotiation
and execution of this Agreement or in connection with the letting of the
premises hereunder arising out of the contacts, dealings, acts or conversations
of the Lessee, except for a claim of Insignia/ESG, Inc., if the said claim is
made in accordance with and pursuant to the terms of an agreement between
Insignia/ESG, Inc. and the Port Authority dated December 31, 1998 (the
"Brokerage Agreement"). The Port Authority shall indemnify and save harmless the
Lessee from and against any claims for commission, brokerage or fees which have
been or which may be made by any and all persons, firms or corporations
whatsoever for services in connection with the negotiation and execution of this
Agreement or in connection with the letting of the premises hereunder arising
out of the contacts, dealings, acts or conversations of the Port Authority
including, without limitation a claim of Insignia/ESG, Inc. if such claim is
made in accordance with and pursuant to the terms of the said Brokerage
Agreement entered into between the Port Authority and Insignia/ESG, Inc. dated
December 31, 1998.

Section 29. Notices

            (a) Notices, requests, permissions, consents and approvals given or
required to be given to or by either party under this Agreement, shall not be
effective unless they are given in writing, unless expressly provided otherwise
in this Agreement, and all such notices and requests shall be (i) personally
delivered or delivered by a nationally recognized overnight courier service or
sent by registered or certified mail, postage prepaid and return receipt
requested to the party or a duly designated officer or representative of such
party at the office of such party, officer or representative; or (ii) if
directed to the Lessee, delivered at the premises at any time after the Lessee
commences business operations therein but not after the expiration or earlier
termination of this Agreement. The Lessee shall designate an office within the
Port of New York District and an officer or representative whose regular place
of business is at such office. Until further notice, the Port Authority hereby
designates its Executive Director, and the Lessee designates the person named as
representative on the first page hereof (or if such person shall no longer be an
officer of the Lessee, the then President of the Lessee provided the Lessee has
given notice thereof to the Port Authority) as their respective officers or
representatives upon whom notices and requests may be served, and the Port
Authority designates its office at One World Trade Center, New York, New York
10048, and the Lessee designates its office at its address stated on the first
page hereof as their respective offices where notices and requests may be
served. In the case of notices of default and/or termination required to be
given to the Lessee hereunder, the Port Authority will endeavor to give a
duplicate notice to the General Counsel of the Lessee at the address set forth
on the first page of this Agreement for informational purposes only, but the
giving of such duplicate notice shall not be deemed a condition precedent to the
taking of any action by the Port Authority or the doing of any thing by the Port
Authority as provided in the notice nor shall the failure to give such notice
vitiate or otherwise render unenforceable the notice given to the Lessee.
Notices may be given by the attorneys for either party.

            (b) If any notice is delivered in accordance with the provisions set
forth in clause (i) of paragraph (a) above, such notice shall be deemed to have
been given or made on the date delivered and if any notice is delivered in
accordance with the provisions of clause (ii) of paragraph (a) above, such
notice shall be deemed to have been given or made on the date set forth in a
signed receipt by the person to whom


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such notice is delivered or if the giving of a signed receipt is refused, upon
the first tender of such notice.

Section 30. Payments

            (a) All payments required of the Lessee by this Agreement shall be
made to the Port Authority and mailed to The Port Authority of New York and New
Jersey, P. 0. Box 17309, Newark, New Jersey 07194, or to such office or address
as may be substituted therefor by the Port Authority upon sixty (60) days' prior
notice to the Lessee.

            (b) No payment by the Lessee or receipt by the Port Authority of a
lesser rental amount than that which is due and payable under the provisions of
this Agreement at the time of such payment shall be deemed to be other than a
payment on account of the earliest rental then due, nor shall any endorsement or
statement on any check or in any letter accompanying any check or payment be
deemed an accord and satisfaction, and the Port Authority may accept such check
or payment without prejudicing in any way its right to recover the balance of
such rental or to pursue any other remedy provided in this Agreement or by law.

Section 31. Additional Provisions Relating to Taxes

            (a) In the event that (x) title to the building of which the
premises is a part or a portion thereof which includes the premises is
transferred to private ownership (as distinguished from governmental or
quasi-governmental ownership) or (y) the Port Authority enters into a lease,
contractual or other agreement with a private party with respect to the
management or operation of the building of which the premises is a part or a
portion thereof which includes the premises and in consequence thereof, the
"City Agreement" (as defined in paragraph 1(b)) of Schedule A attached to this
Agreement shall no longer be in effect as to the premises (such transferee or
private party being hereinafter referred to in this Section as the "Owner" and
the space as to which the City Agreement no longer applies is sometimes referred
to herein as the "private space"), then from and after the date real estate
taxes and assessments first become payable by the Owner of the private space,
the following shall apply:

                  (i) The annual basic rental thereafter payable by the Lessee
for the premises shall be increased by the annual amount of additional basic
rental under paragraph 2 of Schedule A of this Agreement payable by the Lessee
as of the July 1 immediately preceding such transfer of title to the private
space.

                  (ii) The definitions of "Taxes", "Tax Base" and "Tax Year"
appearing in subparagraphs (a), (d) and (e) of Paragraph 1 of Schedule A shall
no longer be applicable. Paragraph 2 of Schedule A, and paragraphs 4, 5 and 6 of
Schedule A to the extent that they are applicable to paragraph 2 of Schedule A
shall be deemed deleted and the following shall be deemed inserted in lieu
thereof:

                        "2. For the purposes of this Paragraph 2 the following
      provisions shall apply:

                              (a) 'Taxes' shall mean real estate taxes and
            assessments which may be levied or imposed from time to time by the
            United States of America, the State of New York or any municipality
            or other governmental authority against or with respect to the
            private space or with respect to the rentals or income therefrom in
            lieu of or in addition to any tax or assessment which would
            otherwise


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            be a real estate tax or assessment. If, due to a future change in
            the method of taxation, any franchise, income, profit or other tax
            shall be levied against the Owner in substitution, in whole or in
            part, of, or in addition to, any tax which would otherwise
            constitute Taxes hereunder, such franchise, income, profit or other
            tax shall be deemed to be Taxes for the purposes of this Schedule A
            to the extent that it shall have been so levied in substitution or
            in addition to Taxes hereunder, but if it is in addition, it must be
            imposed exclusively on the ownership or operation of real property
            interests as opposed to business enterprises generally. Except as
            provided in the immediately preceding sentence, Taxes shall not
            include any municipal, state, federal or other income, gross
            receipts. excess profits, revenue, corporation franchise, corporate,
            unincorporated association, estate, inheritance, succession, gift,
            payroll, stamp, transfer, capital levy, capital stock, gains or
            similar tax imposed upon the Owner.

                              (b) 'Tax Base' shall mean the greater of the
            following amounts: (i) the quotient obtained by dividing the annual
            amount of Taxes that would be first payable after title to the
            private space is transferred based upon the amount of the full
            assessment thereof and the full amount of the rate generally
            applicable (whether or not the Owner shall be obligated to pay such
            full amount of taxes) by the number of rentable square feet in the
            premises or (ii) the total of the following amounts: the amount
            established as the Tax Base pursuant to the provisions of
            subparagraph (d) of paragraph 1 of this Schedule A prior to the
            transfer of title to the private space plus the quotient obtained by
            dividing the increase in the annual basic rental resulting from
            application of the formula in subdivision (i) of paragraph (a) of
            Section 31 of the Lease by the number of rentable square feet in
            the premises as of the July 1st immediately preceding such transfer
            of title.

                  (iii) 'Tax Year' shall mean the twelve-month period
established by the City of a tax year for real estate tax purposes.

                  (iv) 'Lessee's Allocated Share' shall mean the proportion
which the number of rentable square feet contained in the premises bears to the
number of rentable square feet contained in the private space (including all
retail space) exclusive of the subgrade space (other than subgrade office and
subgrade retail space, if any), which shall be expressed as a fraction the
numerator of which shall be the number of rentable square feet in the premises
and the denominator of which shall be the number of rentable square feet in the
private space (including all the retail space), exclusive of the subgrade space
(other than subgrade office and subgrade retail space, if any).

                  (v) If the Taxes for any Tax Year shall be in excess of the
Tax Base, the Lessee shall pay an additional basic rental for such Tax Year at
an annual rate equal to the amount of the Taxes in excess of the Tax Base
multiplied by the Lessee's Allocated Share. The Lessee shall pay such additional
basic rental to the Owner in equal monthly installments on the first day of each
calendar month throughout such Tax Year.

                  (vi) If the imposition or allocation of Taxes for any Tax Year
is delayed for any reason whatsoever the Lessee shall nevertheless continue to
pay the additional basic rental at the annual rate then in effect subject to
retroactive adjustment at such time as the Taxes are imposed or allocated, and
after imposition and allocation of Taxes for any Tax Year the Owner of the
private space will compute the annual


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rate of additional basic rental payable by the Lessee under paragraph (v),
above, and will notify the Lessee of the amount thereof and if at such time
additional basic rental shall have accrued for a period prior to the notice, the
Lessee shall pay such additional basic rental in full for such period, within
ten (10) business days after such notice. If after the annual rate of additional
basic rental shall have been fixed under paragraph (4 above, for any period, the
amount of Taxes shall be changed or adjusted, then the additional basic rental
payable for that period shall be recomputed, and from and after notice to the
Lessee of such change or adjustment, the Lessee shall make payments based upon
the recomputed additional basic rental and within ten (10) business days after
demand therefor the Lessee shall pay any excess of additional basic rental as
recomputed over amounts of additional basic rental theretofore actually paid for
such period. If such change or adjustment results in a reduction in the amount
of additional basic rental for any period prior to notification, the Owner will
credit the Lessee with the difference between the additional basic rental as
recomputed for that period and amounts of additional basic rental actually paid,
plus the Lessee's allocable share of any interest paid to the Owner by the
taxing authorities together with such change or adjustment in Taxes, such credit
to be applied against the Lessee's rental payments next becoming due under this
Agreement.

            (b) In the event there is a transfer to a third party of the Port
Authority's interest in the building of which the premises is a part or of a
portion of such building of which the premises is a part, and notwithstanding
such transfer, the City Agreement, as defined in Schedule A of this Agreement,
remains in effect but in conjunction with such transfer the Port Authority and
the City of New York amend the provisions of the City Agreement so that the
obligation of the Port Authority to make payments in lieu of taxes to the City
of New York under such City Agreement is different than it would have been had
there not been such amendment, then from and after the date such amended
provisions of such City Agreement become effective, the following provisions
shall apply:

                        (i) The annual basic rental thereafter payable by the
      Lessee for the premises shall be increased by the amount of additional
      basic rental under paragraph (2) of Schedule A of this Agreement payable
      by the Lessee as of the July 1st immediately preceding such transfer of
      the Port Authority's interest in the building or in the portion thereof of
      which the premises is a part; and

                        (ii) The Lessee shall continue to pay additional basic
      rental to the Port Authority in accordance with the provisions of Schedule
      A but the definition of "Tax Base" as defined in paragraph (d) of Schedule
      A shall be amended as follows: "Tax Base" shall mean the greater of the
      following amounts: (i) the annual per rentable square foot factor finally
      established to be the annual per rentable square foot factor to be used in
      computing payments in lieu of taxes for the period immediately following
      the transfer of the Port Authority's interest in the building of which the
      premises is a part, or a portion thereof, or (ii) the total of the
      following amounts: the amount established as the Tax Base pursuant to the
      provisions of subparagraph (d) of paragraph I of Schedule A prior to such
      transfer of the Port Authority's interest plus the quotient obtained by
      dividing the increase in the annual basic rental resulting from
      application of the formula in subdivision (i) of this paragraph (b) by the
      number of rentable square feet in the premises as of the July 1st
      immediately preceding such transfer of the Port Authority's interest.

Section 32. Quiet Enjoyment

            The Lessee shall and may peaceably and quietly have, hold and enjoy
the premises free of any act or acts of the Port Authority or any successor
landlord or anyone claiming superior title through the


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Port Authority or such successor landlord, except as expressly permitted in this
Agreement, it being understood and agreed that the Port Authority's liability
hereunder shall obtain only so long as it remains the owner of the portion of
the World Trade Center of which the premises are a part. The provisions of this
Section 32 shall not be deemed to modify the rights expressly granted to the
Port Authority to terminate this Agreement and/or exercise any other remedies
which it may have in the event of a default by the Lessee in its obligations
hereunder after the giving by the Port Authority of any required notice and the
expiration of any applicable cure period.

Section 33. Non-Liability of Individuals

            Neither the Commissioners of the Port Authority nor the directors of
the Lessee nor any of them, nor any officer, agent, member, shareholder, partner
or employee of the Port Authority or of the Lessee shall be charged personally
by any party hereto with any liability or held liable to them under any term or
provision of this Agreement, or because of its execution or attempted execution,
or because of any breach or attempted or alleged breach thereof.

Section 34. Headings

            The section headings and the paragraph headings, if any, are
inserted only as a matTer of convenience and for reference and in no way define,
limit or describe the scope or intent of any provision hereof.

Section 35. Construction and Application of Terms

            (a) Wherever in this Agreement a third person singular neuter
pronoun or adjective is used referring to the Lessee, the same shall be taken
and understood to refer to the Lessee, regardless of the actual gender or number
thereof.

            (b) If more than one individual or other legal entity is the Lessee
or the landlord under this Agreement, each and every obligation hereof shall be
the joint and several obligation of each such individual or other legal entity.

            (c) The execution of this Agreement by the Lessee shall not be
deemed to cause the Lessee to become the agent or representative of the Port
Authority for any purpose whatsoever.

            (d) All designations of time herein contained shall refer to the
time-system then officially in effect in the municipality wherein the premises
are located.

            (e) No greater rights or privileges with respect to the use of the
premises or any part thereof or with respect to the World Trade Center are
granted or intended to be granted to the Lessee by this Agreement, or by any
provision thereof, than the rights and privileges expressly granted hereby.

Section 36. Definitions

            The following terms, when used in this Agreement, shall have the
respective meanings given below:

            (a) "World Trade Center" shall mean the building complex constructed
by the Port


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Authority within the area in the Borough of Manhattan, City, County and State of
New York, bounded generally by the east side of Church Street on the east, the
south side of Liberty Street and the south side of Liberty Street extended on
the south, the Hudson River on the west, and on the north by a line beginning at
the point of intersection of the Hudson River and the north side of Vesey Street
extended, running along the north side of Vesey Street extended and the north
side of Vesey Street to the west side of Washington Street, then along the west
side of Washington Street to the north side of Barclay Street, then along the
north side of Barclay Street to the east side of West Broadway, then along the
east side of West Broadway to the north side of Vesey Street, then along the
north side of Vesey Street to the east side of Church Street, together with such
additional contiguous area as may be agreed upon from time to time between the
Port Authority and the said City of New York.

            (b) The phrase "utility, mechanical, electrical, communication and
other systems" shall mean and include (without limitation thereto) the
following: machinery, engines, dynamos, boilers, elevators, escalators,
incinerators and incinerator flues, systems for the supply of fuel, electricity,
water, gas and steam, plumbing, heating, sewerage, drainage, ventilating, air
conditioning, communications, fire-alarm, fire-protection, sprinkler, telephone,
telegraph and other systems, fire hydrants, fire hoses, and their respective
wires, mains, conduits, lines, tubes, pipes, equipment, motors, cables, fixtures
and other equipment.

            (c) "Causes or conditions beyond the control" of the Port Authority
or of the Lessee, shall mean and include acts of God, the elements, weather
conditions, tides, earthquakes, fire, acts of governmental authority (other than
the Port Authority so long as the Port Authority owns the building in which the
premises is located or any successor owner thereof which is a governmental or
quasi-governmental entity), war, shortage of labor or materials, acts of third
parties for which the Port Authority or the Lessee is not responsible,
injunctions, strikes, boycotts, picketing, slowdowns, work stoppages, labor
troubles or disputes of every kind (including all those affecting the Port
Authority, the Lessee or any of their contractors, suppliers or subcontractors)
or any other condition or circumstances, whether similar to or different from
the foregoing (it being agreed that the foregoing enumeration shall not limit or
be characteristic of such conditions or circumstances) which is beyond the
control of the Port Authority or the Lessee or which could not be prevented or
remedied by reasonable effort and at reasonable expense.

            (d) "Normal business hours" shall mean 8:00 o'clock A.M. to 6:00
o'clock P.M. Mondays to Fridays inclusive, legal holidays as defined in Exhibit
R excepted.

            (e) "Business days" shall mean Mondays to Fridays inclusive, legal
holidays as defined in Exhibit R excepted. Notwithstanding the provisions of
Rule 36 of Exhibit R, no day shall be deemed a "holiday" for the purposes
thereof if the New York Stock Exchange or its successors shall be opened for
trading on such day.

Section 37. Liability Insurance

            (a) The Lessee shall not knowingly do or knowingly permit to be done
any act or thing upon the premises or at the World Trade Center which will
invalidate or conflict with any insurance policies covering the premises or any
part thereof, or the World Trade Center, or any part thereof or which,
constitutes an extra-hazardous condition, so as to increase the risks normally
attendant upon the operations contemplated by Section 3 of this Agreement
entitled "Rights of User by the Lessee", provided however that the Port
Authority will not enforce this requirement in a manner which will knowingly
discriminate against the Lessee and provided further however that the Lessee
shall not be deemed to be in breach of this


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requirement until the giving of notice thereof by the Port Authority and the
expiration of any applicable cure period, and the Lessee shall promptly observe,
comply with and execute the provisions of any and all present and future rules
and regulations, requirements, orders and directions ("Insurance Requirements")
of the National Fire Protection Association and the Insurance Services Office,
Inc. and of any other board or organization exercising or which may exercise
similar functions which may pertain or apply to the operations of the Lessee on
the premises, provided however that the Lessee shall not be required to comply
with any Insurance Requirements that the Port Authority's insurance carrier does
not require the Port Authority to impose on office tenants at the Facility
unless the Port Authority's failure to so impose such Insurance Requirements on
office tenants at the Facility requires the Port Authority to pay other than a
de minimis increase in its insurance premiums ("Discretionary Insurance
Requirements"), provided that the Lessee shall be required to comply with any
such Discretionary Insurance Requirements that are customarily imposed on
tenants by landlords of first class office buildings in Downtown Manhattan
consisting of not less than 1,000,000 rentable square feet of office space, and
the Lessee shall, subject to and in accordance with the provisions of Section 12
of this Agreement entitled "Construction by the Lessee", make any and all
improvements, alterations or repairs of the premises that may be required at any
time hereafter by any such present or future Insurance Requirements (other than
Discretionary Insurance Requirements), provided however that the Lessee shall
not be required to make structural or non-structural improvements, alterations
or repairs to the premises or to utility, mechanical, electrical, communications
and other systems or portions thereof (i) if such improvements, alterations or
repairs are the obligation of the Port Authority as expressly provided in
Section 47 of this Agreement or (ii) unless such improvements, alterations or
repairs result from the Lessee's manner of use of or its operations in the
premises which are not common to other office tenants in the World Trade Center,
and if by reason of any failure on the part of the Lessee to comply with the
provisions of this Agreement any fire insurance rate on the premises or any part
thereof or on the World Trade Center or any part thereof, shall at any time be
higher than it otherwise would be, then the Lessee shall pay to the Port
Authority within thirty (30) days after demand therefor accompanied by a
statement from the insurance carrier identifying the specific use or activity
causing such increase, as an item of additional rental, that part of all
increases in insurance premiums paid by the Port Authority which shall have been
charged because of such violation or failure by the Lessee, but no such payment
shall relieve the Lessee of its other obligations under this paragraph. In lieu
of paying such increase in fire insurance rates, the Lessee shall have the
right, at its cost and expense, of contesting such increase directly with the
Port Authority's insurance carrier. If the Lessee shall elect to contest such
increases directly with the Port Authority's insurance carrier, the Port
Authority shall cooperate with the Lessee in connection therewith, and shall
promptly execute any documents required for such purpose, provided that the Port
Authority shall be satisfied that the facts set forth in any such documents are
accurate (and the Port Authority agrees to reasonably promptly ascertain the
accuracy of such facts). Until the final determination of any such contest with
the Port Authority's insurance carrier, the Lessee shall not be required to pay
such increases in the Port Authority's insurance rates. If the Lessee is
unsuccessful in contesting such increases and the Port Authority's insurance
carrier continues to charge a fire insurance rate higher than it otherwise would
be, the Lessee shall pay such increase in insurance premiums or rates from the
date of the first imposition of the same. Nothing hereinabove set forth shall be
construed to relieve the Lessee of any of its obligations imposed under Section
5 of this Agreement or as set forth elsewhere in this Agreement.

            (b) (i) The Lessee in its own name as insured shall secure and keep
in full force and effect throughout the term of the letting under this
Agreement, at Lessee's sole cost and expense, (a) a policy of commercial general
liability insurance, including contractual liability coverage, for such coverage
as may reasonably be required from time-to-time by the Port Authority covering
the Lessee's operations hereunder and shall initially be in a combined single
limit of $2,000,000.00 for liability for bodily injury, for wrongful death and
for property damage arising from any one occurrence; and (b) the form of
property


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insurance policies generally obtainable by institutional insureds as tenants in
first class office buildings in Downtown Manhattan consisting of not less than
1,000,000 rentable square feet of office space (commonly known as "All Risk" or
"Special Perils" insurance policies) insuring not less than eighty percent (80%)
of the full replacement value of all of the Lessee's furniture, trade fixtures,
equipment and other personal property, such insurance to include a replacement
cost endorsement against loss or damage by fire and theft and such other risks
or hazards as are insurable under present or future forms of such property
insurance policies, provided however that the Port Authority will not require
the Lessee to maintain greater amounts or additional types of insurance coverage
unless such amounts or types are customarily required by landlords of first
class office buildings in Downtown Manhattan. In lieu of securing the policies
required above in subdivision (b) of this subparagraph (b)(i), the Lessee may
elect to provide by self-insurance, for itself and for the Port Authority,
insurance coverage upon the same terms and conditions as would be provided by an
insurance company under such policy with the Port Authority named as an
additional insured, in which event, without limiting the provisions of said
paragraph (b), the Lessee shall act as insurer of the Port Authority and shall
defend and answer actions against the Port Authority with respect to, and shall
protect the Port Authority against, all claims and demands of third persons and
liability therefor to the same extent that an insurance company would have done
so under the policy described in said subdivision (b), including, without
limitation thereto, any claim or demand of any third person arising out of any
willful or negligent act or omission of the Port Authority, its Commissioners,
officers, agents or employees to the same extent as would be covered under the
policy described in said subdivision (b). In the event the Lessee elects to
provide such, self-insurance, the Lessee shall furnish such evidence thereof and
certificates therefor which it is required to file with any governmental or
regulatory agency and shall deliver such certificates to the Port Authority not
later than twenty (20) days prior to the Commencement Date provided that if the
Lessee elects to self-insure subsequent to such date, then twenty (20) days
prior to the date such self-insurance is to become effective. In defending any
action against the Port Authority pursuant to this provision, the Lessee shall
not, without obtaining express advance permission from the General Counsel of
the Port Authority, raise any defense involving in any way the jurisdiction of
the tribunal over the person of the Port Authority, the immunity of the Port
Authority, its Commissioners, officers, agents or employees, the governmental
nature of the Port Authority or the provisions of any statutes respecting suits
against the Port Authority.

                  (ii) The Port Authority shall be included as an additional
insured in any policy of liability insurance required by this Section 37
provided that the inclusion of the Port Authority as additional insured may be
limited to claims to the extent arising out of the Lessee's acts or omissions in
the use of the premises and its operations hereunder, provided further that the
coverage afforded to the Port Authority hereunder as an additional insured may
be in the minimum amount of coverage required to be maintained by the Lessee
pursuant to Section 37 of this Agreement (initially $2,000,000.00). The Lessee
shall have the right to insure and maintain the insurance coverages set forth in
this Section 37 under primary or umbrella policies (or both) and under blanket
insurance policies covering the premises and other space owned or occupied by
the Lessee, or, if reasonably acceptable to the Port Authority, by related
corporations, if any, so long as such policies comply in all respects with the
insurance provisions set forth in this Agreement; provided that upon request,
the Lessee shall deliver to the Port Authority a certificate of the Lessee's
insurer evidencing the portions of such policies of insurance allocated to the
premises.

                  (iii) As to any insurance required by this Section 37, a
certificate or certificates evidencing the existence thereof (including all
required endorsements and evidence of the waivers of subrogation required by
paragraph (c) of this Section 37) shall be delivered to the Port Authority
within twenty (20) days prior to the Commencement Date unless the Lessee is
granted entry to the premises for any purpose as referred to in paragraph (b) of
Section 40 of this Agreement entitled "Premises" prior to the Commencement Date,
in which event such certificate or certificates shall be delivered to the Port
Authority


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prior to the Port Authority granting such entry to the premises to the Lessee.
In the event that at any time during the term of the letting under this
Agreement the Port Authority has been advised in writing of a potential claim
against it by the claimant or such claimant's attorney or anyone writing on
behalf of such claimant, which writing is, in the Port Authority's reasonable
opinion, sufficient to constitute a notice of claim, or a notice of claim shall
be filed or an action or proceeding commenced against the Port Authority which
is or may be covered by policies of insurance obtained by the Lessee pursuant to
the provisions of this Agreement, then in such event the Lessee shall deliver a
certified copy of any policy covering the premises which provides coverage
against such claim, action or proceeding or which relates to such dispute or
potential claim, to the Port Authority within forty-eight (48) hours after a
request of the Port Authority, provided, that the Lessee may deduct portions of
such certified copy to eliminate proprietary information therefrom but in no
event shall delete portions of such policy relating to coverages, coverage
conditions, limits of liability, deductibles, exclusions, periods of coverage or
any other portion of such policy which is material in determining whether and
the extent that such claim, action or proceeding is covered by such policy. The
Port Authority shall hold such policy as confidential and shall not reveal the
contents thereof except as required by law or legal proceedings and to the Port
Authority's officers, employees, attorneys and outside counsel retained by the
Port Authority in connection with such claim having a need to know such contents
in order to perform their duties. Each certificate or certificates shall contain
a representation that (a) the policy may not be cancelled, terminated, changed
or modified (unless such change or modification is not materially detrimental to
the rights of the Port Authority) without giving at least ten (10) days written
advance notice thereof to the Port Authority; (b) the insurer shall not, without
obtaining express advance permission from the General Counsel of the Port
Authority, raise any defense involving in any way the jurisdiction of the
tribunal over the person of the Port Authority, the immunity of the Port
Authority, its Commissioners, officers, agents or employees, the governmental
nature of the Port Authority or the provisions of any statutes respecting suits
against the Port Authority; and (c) the Lessee shall be solely responsible for
the payment of premiums therefor notwithstanding that the Port Authority is
named as an additional insured. A certificate or certificates evidencing the
existence of a renewal policy shall be delivered to the Port Authority at least
ten (10) days prior to the expiration date of each expiring policy, except for
any policy expiring after the Expiration Date. If at any time any of the
policies shall be or become unsatisfactory to the Port Authority as to form or
substance, or if any of the carriers issuing such policies shall be or become
unsatisfactory to the Port Authority, the Lessee shall promptly obtain a new and
satisfactory policy in replacement. A carrier shall be deemed satisfactory to
the Port Authority if it has and maintains a rating by Best's Insurance Reports
or any successor publication of comparable standing of "A-X" or better or the
then equivalent of such rating. The Port Authority will not find a policy issued
by a satisfactory carrier to be unsatisfactory as to form or substance unless it
contains an exclusion not generally included in Commercial General Liability
policies which landlords in the City of New York owning comparable first class
office buildings at the time of such determination require to be maintained by
tenants conducting operations similar to those conducted by the Lessee in the
premises.

            (c) Each party shall include in each of its insurance policies
covering loss, damage or destruction by fire or other casualty (insuring the
premises or other areas of the World Trade Center and the Port Authority's
property therein including any leasehold improvements of the Lessee or any other
items which shall become the property of the Port Authority as provided in
paragraph (e) of Section 12 of this Agreement entitled "Construction by the
Lessee" in the case of the Port Authority, and insuring the Lessee's property
required to be insured by the Lessee under paragraph (b), above, in the case of
the Lessee) a waiver of the insurer's right of subrogation against the other
party for losses covered by such policies, or, if such waiver should be
unobtainable or unenforceable, (i) an express agreement that such policy shall
not be invalidated if the insured waives before the loss or casualty the right
of recovery against any party responsible for a loss or casualty covered by such
policies, or (ii) any other form of permission for the release


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of the other party. If any party hereto is unable to obtain such waiver,
agreement or permission without additional charge, then such party shall give
the other party written notice of such inability and shall be relieved from
providing such waiver, agreement or permission unless the other party shall so
elect and shall pay the carrier's additional charge therefor.

            (d) Without limiting any express repair or restoration obligations
of either party hereunder, the Lessee hereby releases the Port Authority with
respect to any claim arising out of any risk insurable under the form of
property insurance policies generally obtainable by institutional insureds as
tenants in first class office buildings in Downtown Manhattan consisting of not
less than 1,000,000 rentable square feet of office space (including a claim for
negligence or fault), and the Port Authority hereby releases the Lessee with
respect to any claim arising out of any risk insurable under the form of
property insurance generally obtainable by institutional investors as landlords
of first class office buildings in Downtown Manhattan consisting of 1,000,000
rentable square feet of office space (commonly known as "All Risk" or "Special
Perils" insurance policies). Without limiting any express repair or restoration
obligations of either party hereunder, each party hereby waives all rights of
recovery (except as hereinafter in paragraph (f) of this Section expressly
provided) which it might otherwise have against the other party for loss, damage
or destruction with respect to the premises or other areas of the World Trade
Center and the Port Authority's property therein including any leasehold
improvements of the Lessee or any other items which shall become the property of
the Port Authority as provided in paragraph (e) of Section 12 of this Agreement
entitled "Construction by the Lessee" in the case of the Port Authority, and
with respect to the Lessee's property required to be insured by the Lessee under
paragraph (b) of this Section 37 in the case of the Lessee occurring during the
term of the letting under this Agreement and with respect and to the extent to
which it is insured under a policy or policies containing a waiver of
subrogation or permission to release liability as provided in paragraph (c)
above.

            (e) Nothing contained in said paragraphs (c) or (d) above of this
Section 37 shall be deemed to impose upon either party any duty to procure or
maintain any of the kinds of insurance referred to therein except as otherwise
required in this Section 37. If the Lessee or the Port Authority shall fail to
maintain insurance in effect as required in this Section 37, or if the Lessee
shall self-insure as permitted in paragraph (b) of this Section, or if the Port
Authority elects to act as self-insurer, the release by the Lessee or the Port
Authority set forth in paragraph (d) above of this Section 37 shall be in full
force and effect to the same extent as if such required insurance (containing a
waiver of subrogation) were in effect. Notwithstanding anything to the contrary
contained in this Agreement, the carrying of insurance by the Lessee or by the
Port Authority (including the Port Authority's right to elect to act as
self-insurer) in compliance with this Section 37 shall not modify, reduce, limit
or impair the Lessee's obligations and liability under Section 10 of this
Agreement entitled "Indemnity" or the Port Authority's obligations and liability
under paragraph (b) of Section 48 of this Agreement entitled "Certain
Obligations of the Port Authority".

            (f) At the time of the execution of this Agreement there is in
effect a policy of insurance under which the Port Authority is the insured
covering damage to the premises and the World Trade Center, and permitting the
release described in paragraphs (c) and (d) of this Section 37. The Port
Authority does not represent or warrant that it will continue to maintain such
insurance. In the event that the Port Authority elects to act as self-insurer
with respect to any loss caused by damage to the premises resulting from risks
that are or would have been covered under the form of property insurance
policies generally obtainable by institutional insureds as landlords of first
class office buildings in Downtown Manhattan consisting of 1,000,000 rentable
square feet of office space (the term "self insurer" meaning that the Port
Authority either (i) purchases no insurance covering such loss; (ii) purchases
insurance with a deductible provision applicable


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to such loss; or (iii) insures for less than the full replacement value of such
loss to the World Trade Center) then solely with respect to the self-insured
portion of such loss for which the Port Authority does not actually receive the
proceeds of insurance, the Lessee's obligation to the Port Authority pursuant to
the provisions of paragraphs (b) or (c) of Section 8 of this Agreement entitled
"Maintenance and Repair" with respect to any single occurrence of damage
resulting from such risks, both to the premises and the World Trade Center,
shall be limited to $2,000,000.00 so long as the waiver or release described in
paragraphs (c) and (d) of this Section 37 shall remain available on commercially
reasonable terms to owners of first class office buildings in the City of New
York containing at least one million rentable square feet of space. Nothing
herein shall or shall be deemed to limit the Lessee's liability for either the
portion of such loss which does not exceed $2,000,000.00, or for the insured
portion of such loss, and with respect to both the portion of such loss which
does not exceed $2,000,000.00, and the insured portion of such loss the
provisions of paragraphs (b) and (c) of Section 8 of this Agreement entitled
"Maintenance and Repair" shall control, and nothing contained in this paragraph
shall or shall be deemed to limit or affect the Lessee's liability with respect
to damage not insurable under the form of property insurance policies generally
obtainable by institutional insureds.

Section 38. Late Charges

            (a) If the Lessee should fail to pay any amount required under this
Agreement when due to the Port Authority, including without limitation any
payment of basic or other rental or any payment of utility or other charges,
then, in such event, the Port Authority may impose (by statement, bill or other
notice) a late charge with respect to each such unpaid amount for each late
charge period (hereinbelow described) during the entirety of which such amount
remains unpaid, each such late charge not to exceed an amount equal to
five-tenths of one percent (.5%) of such unpaid amount for each late charge
period. There shall be twenty-four late charge periods on a calendar year basis;
each late charge period shall be for a period of at least fifteen (15) calendar
days except one late charge period each calendar year may be for a period of
less than fifteen (but not less than thirteen) calendar days. Each late charge
shall be payable promptly upon demand made at any time therefor by the Port
Authority. No acceptance by the Port Authority of payment of any unpaid amount
or of any unpaid late charge amount shall be deemed a waiver of the right of the
Port Authority to payment of any late charge or late charges payable under the
provisions of this Section 38 with respect to such unpaid amount. Each late
charge shall be and become additional rent, recoverable by the Port Authority in
the same manner and with like remedies as if it were originally a part of the
rental as set forth in Section 4 of this Agreement entitled "Basic Rental".
Nothing in this Section 38 is intended to, or shall be deemed to, affect, alter,
modify or diminish in any way (i) any rights of the Port Authority under this
Agreement, including without limitation the Port Authority's rights set forth in
Section 20 of this Agreement entitled "Termination" or (ii) any obligations of
the Lessee under this Agreement. If the precise amount of any payment required
to be made by the Lessee under this Agreement cannot be known to the Lessee, or
if any amounts due to the Port Authority under this Agreement have been
underbilled to the Lessee (unless such underbilling is based upon information
provided by the Lessee, its officers, directors, partners, members, agents,
employees, contractors and representatives, in which event such underbilled
amount shall be deemed due to the Port Authority on the date the same would have
been due had the appropriate information or other data been provided by the
Lessee, its officers, directors, partners, members, agents, employees,
contractors and representatives), such payment or amounts underbilled shall not
be deemed due to the Port Authority for purposes of this Section 38 until
fifteen (15) days after the date on the Port Authority's notice to the Lessee of
the amount of such payment or other amount due to the Port Authority resulting
from such underbilling. In the event that any late charge imposed pursuant to
this Section 38 shall exceed a legal maximum applicable to such late charge,
then, in such event, each such late charge payable under this Agreement shall be
payable instead at such legal maximum.


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            (b) In the event that the Lessee shall in good faith dispute the
amount of any charge or other amount claimed by the Port Authority as due and
payable to it by the Lessee under this Agreement, the Lessee may withhold solely
the portion of such charge or amount in dispute (and shall pay the remainder of
such charge or amount to the Port Authority), after notice to the Port Authority
of the amount to be withheld and the reason for such withholding, and for a
period of thirty (30) days following such notice, the failure of the Lessee to
pay such withheld amount shall not constitute a default, an event of default or
ground for termination giving the Port Authority the right to terminate this
Agreement and the letting hereunder pursuant to paragraph (a) of Section 20 of
this Agreement entitled "Termination" or to exercise any other rights or
remedies under this Agreement, nor shall a late charge be imposed on any such
withheld amount pursuant to the provisions of paragraph (a) of this Section 38,
in each case so long as the withheld amount shall be the subject of a bona fide
dispute between the Lessee and the Port Authority, provided that nothing in this
paragraph (b) shall permit or be deemed to permit the Lessee to dispute and
withhold any payment of basic rental, additional basic rental or any portion
thereof or all or part of any other charge or amount, the amount of which or the
rate necessary to calculate such amount is specified in this Agreement or is
otherwise known to the Lessee. The Lessee and the Port Authority will promptly
meet and make good faith efforts to resolve any such dispute, and from and after
the resolution of such dispute, if any amount shall be due and owing to the Port
Authority the Lessee shall pay a late charge on such amount calculated in
accordance with the provisions of paragraph (a) of this Section 38 from the date
such amount was originally due to the Port Authority to the date the same is
paid to the Port Authority. If the Lessee shall pay to the Port Authority such
disputed amount "under protest" the Lessee shall promptly serve a Notice of
Claim on the Port Authority and shall diligently commence and prosecute a legal
action with respect to the disputed amount to resolution. Upon resolution of
such dispute the Lessee shall pay a late charge to the Port Authority with
respect to any part of the disputed amount that was properly due to the Port
Authority calculated in accordance with the provisions of paragraph (a) of this
Section from the date such part of the disputed amount was due to the Port
Authority to the date it was paid and the Port Authority shall pay an amount
(calculated in accordance with the provisions of paragraph (a) hereof) to the
Lessee on any part of the disputed amount paid "under protest" that was not due
to the Port Authority from the date such part of the disputed amount was paid to
the Port Authority "under protest" to the date the same was repaid to the
Lessee. If (i) the Lessee and the Port Authority shall be unable to resolve such
dispute within thirty (30) days after the Lessee notifies the Port Authority of
the reason for the dispute, or (ii) the Lessee has failed to pay "under protest"
the amount in dispute as herein provided, the Port Authority shall have the
right to terminate this Agreement and the letting hereunder or exercise any
other remedy available to it under this Agreement or otherwise, whether in law
or in equity. The Port Authority agrees that if the Lessee should serve an
effective and timely Notice of Claim upon the Port Authority with respect to
such dispute pursuant to and in accordance with the provisions of Section 7101
et. seq. of the Unconsolidated Laws of the State of New York, within ten (10)
business days after the Port Authority shall have served upon the Lessee a
notice terminating this Agreement and the letting hereunder, the effective date
set forth in the Port Authority's Notice of Termination shall be deemed
postponed until ten (10) business days after the claim set forth in such Notice
of Claim or any ensuing legal action with respect to that dispute is resolved,
and if such resolution determines that any part of the disputed amount is due
and owing to the Port Authority by the Lessee, the Port Authority shall not
commence a "holdover" proceeding or any other proceeding to evict the Lessee on
the basis of such dispute until on or after the day following such postponed
effective date of termination. If such resolution should determine that the
Lessee is not in default in the payment of said disputed amount under this
Agreement, or if the Lessee shall have paid the disputed amount within such ten
(10) business day period, then in either case such Notice of Termination shall
be deemed withdrawn with the same force and effect as if it had never been
served. It is expressly understood that nothing contained herein shall be deemed
to waive any rights of the Port Authority under the provisions of Section 7101
et. seq. of the Unconsolidated Laws of the State of New York. Any such Notice of
Claim shall be served and prosecuted solely in accordance with the provisions


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of Section 7101 et. seq. of the Unconsolidated Laws of the State of New York.
and the Lessee hereby covenants and agrees that it shall diligently prosecute
the Notice of Claim and any ensuing legal action with respect to that dispute to
resolution.

Section 39. Force Majeure

            (a) Except as otherwise provided in this Agreement, neither the Port
Authority nor the Lessee shall be liable for any failure, delay or interruption
in performing its obligations hereunder due to causes or conditions beyond its
control, provided however that this provision shall not apply to the Lessee's
obligation to pay the rentals specified in this Agreement, or its obligation to
pay any other fees, charges or money payments due to the Port Authority
hereunder, or to the Port Authority's obligation to grant any abatement or a
credit against rentals hereunder or to pay any portion of the finishing
allowance except as expressly provided otherwise in this Agreement including,
without limitation, paragraph (c) of this Section 39.

            (b) Except as expressly provided otherwise in this Agreement,
including without limitation, paragraph (c) of this Section 39, no abatement,
diminution or reduction of the rent or other charges payable by the Lessee,
shall be claimed by or allowed to the Lessee for any inconvenience,
interruption, cessation or loss of business or other loss caused, directly or
indirectly, by any present or future laws, rules, requirements, orders,
directions, ordinances or regulations of the United States of America, or of the
state, county or city governments, or of any other municipal, governmental or
lawful authority whatsoever (other than the Port Authority or any governmental
or quasi-governmental entity succeeding to the Port Authority's interest
hereunder when acting solely as landlord), or by priorities, rationing or
curtailment of labor or materials, or by war or any matter or thing resulting
therefrom, or by any other cause or condition beyond the control of the Port
Authority, nor shall this Agreement be affected by any such causes or
conditions.

            (c) In the event that as a result of a "Failure of Service", meaning
(i) any failure on the part of the Port Authority to perform any repair or
maintenance obligation expressly undertaken by the Port Authority under this
Agreement, (ii) any failure to provide the Lessee with access to the premises in
accordance with Section 11 of this Agreement entitled "Ingress and Egress", or
(iii) any failure to supply elevator or electric service or other services to
the premises which the Port Authority has expressly agreed to supply pursuant to
Section 42 of this Agreement entitled "Services and Utilities" and Schedule D
hereof (whether or not excused by paragraphs (a) or (b) of this Section 39,
paragraphs (f) or (h) of Section 42 of this Agreement entitled "Services and
Utilities" or any other provision of this Agreement) it is reasonably determined
that the Lessee's ability to conduct in any area of the premises the operations
permitted to be conducted therein under Section 3 of this Agreement entitled
"Rights of User by the Lessee" is materially adversely affected, and such
Failure of Service is not the result of the negligence or willful misconduct of
the Lessee, its directors, officers, partners, members, employees, agents,
representatives or contractors, or of a default on the part of the Lessee of any
of its obligations under this Agreement, and the Lessee shall give notice to the
Port Authority of such Failure of Service then, if such Failure of Service
continues for six (6) consecutive business days after such notice, the Lessee
shall be entitled to a fifty percent (5 0%) abatement of the basic rental and
the additional basic rental payable hereunder (as provided for in Section 18 of
this Agreement entitled "Abatement of Rental") solely as to the portion of the
premises so materially adversely affected for each day commencing on the seventh
(7th) consecutive business day following such notice that such Failure of
Service continues. In the event that such Failure of Service renders
uninhabitable or unusable one or more portions of the premises so that the
Lessee's operations under Section 3 of this Agreement entitled "Rights of User
by the Lessee" cannot reasonably be conducted therein and the Lessee shall in
fact


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not use the said portion of the premises for the Lessee's operations permitted
by Section 3 of this Agreement entitled "Rights of User by the Lessee", and
shall give notice to the Port Authority that as a result of such Failure of
Service the Lessee in fact is not using the said portion of the premises for the
Lessee's operations permitted by Section 3 of this Agreement entitled "Rights of
User by the Lessee", then, if such Failure of Service continues for six (6)
consecutive business days after such notice, the Lessee shall be entitled to a
one hundred percent (100%) abatement of the basic rental and the additional
basic rental hereunder (as provided for in Section 18 of this Agreement entitled
"Abatement of Rental") solely as to the portion of the premises so rendered
uninhabitable and unusable and which is unused for each day commencing on the
seventh (7th) consecutive business day following such notice that such Failure
of Service continues. For purposes of this paragraph (c) a portion of the
premises shall be deemed to be unhabitable or unusable during such period as
there is a complete failure to provide water, HVAC, electricity or elevator
service to such portion of the premises or there is a substantial failure to
provide water, HVAC, electricity or elevator service to such portion of the
premises to such extent that the permitted use of such portion of the premises
being made by the Lessee prior to such failure cannot reasonably be made in such
portion of the premises subsequent to such failure and cannot reasonably be
relocated to another portion of the premises during such failure provided that
such utility or service is otherwise required to be provided to such portion of
the premises during such period pursuant to the provisions of this Agreement and
provided further that notwithstanding such failure of service there shall be no
abatement of rental hereunder unless the Lessee during such period shall not in
fact use the said portion of the premises for the Lessee's operations permitted
by Section 3 of this Agreement except for technicians accessing Lessee's records
(electronic or otherwise). In the event of a Failure of Service which renders
uninhabitable or unusable the computer room (hereinabove referred to and
described in paragraph (k) of Section 9 of this Agreement) and in fact the
Lessee no longer can use the computer room so that the Lessee's operations under
Section 3 of this Agreement entitled "Rights of User by the Lessee" cannot
reasonably be conducted in the balance of the premises and notwithstanding the
fact that the Lessee continues to use the balance of the premises and the Lessee
shall give notice to the Port Authority that as a result of such Failure of
Service with respect to the computer room the Lessee cannot reasonably conduct
its operations under said Section 3, then if such Failure of Service continues
for six (6) consecutive business days after such notice, the Lessee shall be
entitled to a thirty-five percent (35%) abatement of the basic rental and the
additional basic rental payable by the Lessee for the entire premises for each
day commencing on the seventh (7th) consecutive business day after such notice
that the Failure of Service continues with respect to the computer room. In the
event of a Failure of Service which renders uninhabitable or unusable one or
more portions of the premises aggregating fifty per cent (50%) or more of the
premises, so that in the event the Lessee's operations under Section 3 of this
Agreement entitled "Rights of User by the Lessee" cannot reasonably be conducted
in the premises and the Lessee shall in fact not use the entire premises for the
Lessee's operations permitted by Section 3 of this Agreement entitled "Rights of
User by the Lessee" and shall give notice to the Port Authority that as a result
of such Failure of Service with respect to the portions of the premises referred
to in clauses (i) or (ii) of the first sentence of this paragraph (c), that the
Lessee in fact is not using the entire premises for the Lessee's operations
permitted by Section 3 of this Agreement entitled "Rights of User by the
Lessee", then if such Failure of Service continues for six (6) consecutive
business days after such notice, the Lessee shall be entitled to a one hundred
percent (100%) abatement of the basic rental and the additional basic rental
payable by the Lessee for each day commencing on the seventh (7th) consecutive
business day following such notice that such Failure of Service continues and
the Lessee does not in fact use the entire premises. In the event that such
non-use and uninhabitable condition referred to in the preceding sentence shall
be applicable to twenty-five percent (25%) or more of the premises and shall
continue in effect after the Lessee has given notice thereof to the Port
Authority for two hundred twenty-five (225) consecutive days, then the Lessee
shall have the right to terminate this Agreement and the letting hereunder in
its entirety or with respect to the affected portion of the premises by giving
thirty (30) days' prior notice to the Port Authority within thirty (30) days
after the expiration of such two hundred


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twenty-five (225) consecutive day period of non-use and uninhabitability,
provided that such Failure of Service does not end prior to the effective date
of such notice of termination, and provided further that the Lessee is not in
default (after the giving of any required notice and the expiration of any
applicable cure period) in the performance or observance of any term, provision,
or condition of this Agreement either on the date it gives such notice of
termination to the Port Authority, or on the intended effective date thereof
Termination of the letting as to all of the premises hereunder shall have the
same force and effect as if the effective date of termination stated in the
Lessee's notice were the date set forth in this Agreement as the expiration date
of the term of the letting hereunder and any prepaid portion of rental hereunder
applicable to any period after such effective date of termination. In the event
the letting as to the affected portion of the premises only is terminated, the
Lessee's liability for basic rental and additional basic rental with respect to
such affected portion of the premises shall cease accruing for any period
subsequent to the effective date of termination, and also in such event the
Lessee shall resume the payment of basic rental and additional basic rental with
respect to the balance of the premises on the earlier of (i) the date the Lessee
resumes operations in such portion of the premises or (ii) thirty (30) days
after the effective date of termination as to the affected portion of the
premises. The Lessee expressly agrees that the foregoing provisions of this
paragraph (c) set forth the sole remedies available to the Lessee in the event
of a "Failure of Service" described in this paragraph (c).

Section 40. Premises

            The Lessee acknowledges that except as expressly set forth in this
Agreement it has not relied upon any representation or statement of the Port
Authority or its Commissioners, officers, employees or agents as to the
suitability of the premises for the operations permitted on the premises by this
Agreement. The Lessee agrees that no portion of the premises will be used
initially or at any time during the letting which it knows to be in a condition
unsafe or unlawful for the conduct of the Lessee's operations hereunder so that
there is a reasonable likelihood of injury or damage to life or property. For
all purposes of this Agreement the premises hereunder (notwithstanding any
statement elsewhere in this Agreement of any rule for the measurement of the
area thereof) shall be deemed to include all of the enclosing partitions, and
the adjacent exterior building walls and glass to and including the exterior
surface thereof Nothing contained herein shall or shall be construed to require
the Lessee to clean, maintain, or repair the building's exterior windows,
exterior walls (except for the interior surface thereof), or roof, except under
circumstances as to which paragraph (b) of Section 8 entitled "Maintenance and
Repair" applies, subject to the provisions of Section 9 hereof entitled
"Casualty" and the provisions of Section 37 hereof entitled "Liability
Insurance".

Section 41. Governmental Compliance

            (a) In the event that all or any portion of the premises is required
by the Port Authority to comply with any present or future Legal Requirement,
(including a Port Authority Legal Requirement only when the Port Authority,
acting in its capacity as a governmental agency which operates the World Trade
Center and not in its capacity as the landlord is specifically authorized or
required to promulgate such Legal Requirement) which requires all or such
portion of the premises to be utilized for a purpose relating to the public
health or safety of the occupants of the World Trade Center, and provided that
on an economic or operational basis such Legal Requirement cannot be complied
with in another manner, or if compliance in another manner would impose an undue
and unreasonable economic hardship on the Port Authority (it being understood
that factors collateral to but not directly related to compliance with such
Legal Requirement shall not be taken into consideration of undue and
unreasonable economic hardship, thus the differential in rental rate payable by
the Lessee for the premises and the rental rate applicable to any other space at
the World Trade Center which could be utilized to comply with such Legal
Requirement shall not be a factor in such


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determination) the Port Authority shall give the Lessee one hundred eighty (180)
days' prior written notice that all or any such portion of the premises is so
required and the Lessee shall deliver all or any such portion of the premises so
required on the date specified in such notice and, if the Lessee does not so
deliver, the Port Authority may take the same. Any notice from the Port
Authority to the Lessee under this Section 41 shall specify the Legal
Requirement which the Port Authority is required to comply with and the portion
of the premises which the Lessee is required to deliver. To the best of the Port
Authority's knowledge on the date of this Agreement there is no Legal
Requirement imposed by or on the Port Authority which would require any portion
of the premises to be so delivered by the Lessee.

            (b) Except as otherwise provided in this Agreement, no such taking
or delivery shall be or be construed to be an eviction of the Lessee or a breach
of this Agreement. In the event that the Lessee has received a notice hereunder
it shall deliver all or any such portion of the premises so required or the Port
Authority shall take the same and the Lessee shall have no obligation under this
Agreement (i) to restore the portion of the premises so delivered or taken to
the condition required hereunder for the delivery of such portion of the
premises on the cessation of the letting, or (ii) to remove any alterations made
in the portion of the premises so delivered or taken, to the condition required
hereunder for the delivery of such portion of the premises on the cessation of
the letting. In the event of the taking or delivery of all the premises, this
Agreement and the letting hereunder shall on the day of such taking or delivery
cease and expire as if that day were the date originally stated herein for the
expiration of this Agreement; and, in the event of the taking or delivery of any
portion of the premises, then, from and after such taking or delivery, such
portion of the premises shall cease to be a part of the premises hereunder, and
the Port Authority shall be obligated to promptly refund to the Lessee the
amount of any rental which has been prepaid by the Lessee with respect to such
portion of the premises. There shall be an abatement of the rental in the event
of any such taking or delivery of a portion of the premises as provided in
Section 18 of this Agreement entitled "Abatement of Rental" and the Port
Authority will review the Lessee's payment record of its obligations under this
Agreement and if in the sole discretion of the Port Authority, the Port
Authority deems such payment record to be satisfactory, the Port Authority will
reduce the Lessee's obligation to post a security deposit hereunder and will
return to the Lessee the portion thereof no longer required. In the event of a
taking or delivery of the entire premises this Agreement and the letting
hereunder will terminate on the effective date of such taking or delivery with
the same force and effect as if such date were the original expiration date
provided in this Agreement and any security deposited hereunder pursuant to the
provisions of Section 44 and any rentals paid to the Port Authority for any
portion of the term subsequent to the effective date of such taking or delivery
shall be returned to the Lessee less any amount due or which may become due to
the Port Authority pursuant to the provisions of this Agreement. In the event of
a taking or delivery of a portion of the premises the Port Authority, at its
sole cost and expense, shall proceed with due diligence, except for causes or
conditions beyond its control, to demise the portion of the premises so taken
and delivered from the balance of the premises, and to repair, alter, or restore
the remaining portion of the premises (including, without limitation, all
leasehold improvements), to the extent feasible, to their condition immediately
prior to the taking or delivery so as to constitute the remaining portion of the
premises complete and tenantable. The Port Authority shall also reimburse the
Lessee for its reasonable out-of-pocket expenses actually incurred by the Lessee
for moving its property as a result of such taking or delivery. In the event
that a taking by the Port Authority pursuant to the provisions of this Section
41 covers twenty-five percent (25%) or more of the premises and/or the Lessee no
longer has a reasonable means of access to the remaining portion of the
premises, and a responsible officer of the Lessee certifies that in the good
faith judgement of the Lessee the remaining portion of the premises cannot be
economically or operationally used by the Lessee for the conduct of its business
as a result thereof, the Lessee shall have the right to terminate this Agreement
and the letting hereunder with respect to the balance of the premises on written
notice to the Port Authority given within thirty (30) days after such taking or
delivery, such termination to be effective on the date set


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forth in the Lessee's notice, but not later than ninety (90) days following the
date of such notice, provided however that the Lessee is not in default (after
the giving of any required notice and the expiration of any applicable cure
period) in the performance or observance of any term, provision, or condition of
this Agreement either on the date of its giving of such notice to the Port
Authority or the intended effective date thereof Upon the effective date
specified in the Lessee's notice, the term of the letting under this Agreement
shall terminate with the same force and effect as if the effective date of
termination were the original date of expiration hereof and any rentals paid to
the Port Authority for any portion of the term subsequent to the effective date
of termination shall be returned to the Lessee less any amount due or which may
become due to the Port Authority pursuant to the provisions of this Agreement.

            (c) Nothing in this Section 41 shall be construed to prevent the
Lessee from making the following claims with respect to any portion of the
premises which the Lessee delivers to the Port Authority in compliance with the
provisions of this Section 41: claims directly against the Port Authority solely
to the extent the applicable Legal Requirement creates a specific right for the
Lessee to bring a legal proceeding or claim against the Port Authority for
damages sustained by the Lessee as a result of the delivery of a portion of its
premises pursuant to this Section 41; and claims can be made against
governmental entities other than the Port Authority, to the extent allowed by
law, if and provided such claims are independent of and in addition to any claim
of the Port Authority and provided further that the Port Authority's award is
not thereby reduced or otherwise adversely affected.

Section 42. Services and Utilities

            (a) Subject to all the terms and provisions of this Agreement, the
Port Authority will furnish without additional charge to the Lessee the
following:

                  (1) Heat, ventilation and air cooling ("HVAC") during the
      hours of 8:00 o'clock A.M. to 8:00 o'clock P.M. on normal business days in
      the premises in accordance with the design criteria and capacities set
      forth in Schedule D attached to this Agreement and hereby made a part
      hereof subject to the provisions of paragraph (b) of Section 12 of this
      Agreement entitled "Construction by the Lessee'. In the event the Lessee
      requires heat, ventilation and air cooling at times other than as provided
      herein ("overtime HVAC") the same shall be made available to the premises,
      provided that a designated representative of the Lessee makes an oral
      request for such service by contacting the World Trade Center Tenant
      Support Office (currently 435-85 15) not later than 4:00 o'clock P.M. of
      the business day for which overtime HVAC is required (such advance notice
      requirement being subject to change by the Port Authority from
      time-to-time upon reasonable notice to the Lessee). Thereafter on such
      business day, the Lessee may request overtime HVAC by oral request made by
      the Lessee's designated representative and directed to the World Trade
      Center Operations Control Center, and the Port Authority shall endeavor in
      good faith to fulfill such request but shall have no liability to the
      Lessee whatsoever for its inability or failure to do so. The Lessee shall
      pay for such overtime HVAC at the Port Authority's standard, published per
      fan hour rate for overtime HVAC charged to other tenants at the World
      Trade Center, as such rate may be increased from time to time by the Port
      Authority. Subject to the foregoing, the Port Authority's standard,
      published per fan per hour rate for overtime HVAC on the date of this
      Agreement is $27.50.

                  (2) Access to the premises 24 hours per day, 365 days per year
      throughout the term of this Agreement, subject to Lessee's compliance with
      the Rules and Regulations, and with such other reasonable rules and
      regulations which may be imposed by the Port Authority, including, without
      limitation, regulations establishing reasonable security checks;


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                  (3) Six (6) passenger elevator cars servicing the premises
      from the lobby on business days during normal business hours and two (2)
      passenger elevator cars servicing the premises from the lobby at all other
      times.

            (4) In the event the Lessee, in accordance with the provisions of
      Section 50 of this Agreement, elects to have the Port Authority provide
      cleaning services in the premises, then the Port Authority will provide
      cleaning services in any portion of the premises comprising an entire
      floor as described in Schedule B attached hereto and hereby made a part
      hereof, and cleaning services in any portion of the premises not
      comprising an entire floor as described in Schedule B-1 attached hereto
      and hereby made a part hereof The Port Authority will under no
      circumstances supply cleaning services in the premises prior to August 1,
      2000.

                  (5) Without additional charge, non-exclusive access to the
      freight elevator cars in the freight elevator bank serving the loading
      dock in the basement of Five World Trade Center on business days during
      the hours of 6:00 o'clock A.M. to 8:00 o'clock P.M. on call, on a "first
      come, first served" basis in common with all other tenants and occupants
      of the World Trade Center.

                  (6) The Port Authority shall furnish non-exclusive toilet and
      washroom facilities on any floor in which any Area not comprising an
      entire floor is located.

                  (7) The Port Authority shall provide the use of the loading
      docks in the World Trade Center on a "first come, first served" basis.

            (b) (i) The Port Authority shall furnish cold water, of the
character furnished by the municipality or utility company supplying the same in
the vicinity, and hot water, at a temperature of approximately 120K, both in
reasonable quantities, for use by the Lessee through such fixtures and outlets
as may be installed by the Lessee in any kitchens (but not including pantries
which do not have a stove or conventional ovens), cafeteria or private bathrooms
installed in the premises by the Lessee pursuant to the terms of this Agreement.
The Port Authority shall measure the quantities of such cold and hot water
supplied to the Lessee by meters to be installed by the Port Authority in any
kitchens or cafeteria installed in the premises and in any private bathrooms in
the premises, and the Lessee shall pay to the Port Authority for such cold water
and hot water as billed by the Port Authority from time to time at the following
rates: (i) cold water at the rate of Forty-three Dollars and Fifty-four Cents
($43.54) per thousand cubic feet, and (ii) hot water at the rate of Seventy-four
Dollars and Forty-five Cents ($74.45) per thousand cubic feet; the charges to be
subject to increase from time to time by reason of increase in rates charged the
Port Authority as provided in paragraph (g) of this Section 42, and with respect
to the charge for metered hot water to also be subject to increase from time to
time as follows: "Wage rate" as used in this paragraph shall mean the hourly
straight time wage rate for Engineers as that wage rate is established from time
to time by collective bargaining agreement between the Realty Advisory Board on
Labor Relations, Incorporated, acting on behalf of various building owners, and
Local 94 of the International Union of Operating Engineers, AFL-CIO, and "basic
wage rate" shall mean the wage rate in effect on January 1, 1998. From and after
the effective date of each wage rate established during the term of the letting
under this Agreement, the Lessee shall pay charges for metered hot water in
addition to the charge set forth above, such additional charge to be an amount
computed by multiplying the said charge (as the same may have been theretofore
increased pursuant to the provisions of paragraph (h) of this Section 42) by the
percentage increase in the wage rate so established over the basic wage rate. If
either the Realty Advisory Board on Labor Relations, Incorporated, or Local 94
of the International Union of Operating Engineers, AFL-CIO shall cease to exist
or a collective bargaining agreement shall cease to be negotiated between the
Realty Advisory Board on Labor Relations,


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Incorporated and Local 94 of the International Union of Operating Engineers,
AFL-CIO, then the wage rate to be used for computing increases in the said
charge shall be the wage rate for Engineers established under such collective
bargaining agreements as the Port Authority shall select. If the job
classification "Engineers" shall be renamed or abolished, then the Port
Authority will select the job classification performing substantially the same
labor function as Engineers and the wage rate of the job classification so
selected shall be used in computing increases in the said charge as provided for
herein.

            (ii) From and after the Commencement Date, the Port Authority will
furnish condenser water, sufficient for a rated capacity of nine (9) tons
(provided that the Lessee, by notice given to the Port Authority no later than
five (5) years from the date of this Agreement, may request, and the Port
Authority will furnish condenser water sufficient for a rated capacity not to
exceed in the aggregate fifty-nine (59) tons) for use by the Lessee in
air-cooling equipment installed by the Lessee in the premises. Such condenser
water shall be delivered at a normal temperature of eighty-five (850) degrees
Fahrenheit (which temperature specification shall be subject to seasonal
variations of five (5 (degrees)) degrees Fahrenheit), the pressure differential
between the supply and return outlets will not exceed twenty (20) pounds per
square inch and such condenser water will be available to the Lessee twenty-four
(24) hours per day, three hundred sixty-five (365) days per year. The Lessee
agrees to pay to the Port Authority for such condenser water as follows: (x) for
the period commencing with the Commencement Date and continuing up to and
including July 31, 2000, an annual charge at the rate of $733.25 per ton of the
rated cooling capacity of the Lessee's air-cooling equipment as determined by
the Port Authority; and (y) for the period commencing August 1, 2000 and
continuing thereafter for the balance of the letting, an annual charge at the
rate of One Thousand One Hundred Twenty-three Dollars and Thirty-one Cents
($1,123.31) per ton of the rated cooling capacity of the Lessee's air-cooling
equipment as determined by the Port Authority. The Lessee shall supply to the
Port Authority such certifications of rated capacity as the Port Authority may
request, including certifications of third parties. The Lessee shall pay the
Port Authority for the entire quantity of condenser water specified above
regardless of whether the Lessee thereafter takes none or a portion, only, of
such condenser water. The annual charges for condenser water shall be payable in
advance in equal monthly installments and shall be payable at the same time, in
the same manner and shall be recoverable with like remedies as if they were a
part of the basic rental reserved under this Agreement. The said charges in
subdivisions (x) and (y) above of this subparagraph (ii) shall each be subject
to increase from time-to-time as follows: "Wage rate" as used in this
subparagraph (ii) and in the following subparagraph (iii) of this paragraph (b)
shall mean the hourly straight time wage rate (excluding fringe benefits) for
Engineers as that wage rate is established from time-to-time by collective
bargaining agreement between the Realty Advisory Board on Labor Relations,
Incorporated, acting on behalf of various building owners, and Local 94 of the
International Union of Operating Engineers, AFL-CIO, and "basic wage rate"
solely for purposes of this subparagraph (ii) shall mean as follows: with
respect to the condenser water charge specified in subdivision (x) above of this
subparagraph (ii), it shall mean the wage rate in effect on January 1, 1982 and
with respect to the condenser water charge specified in subdivision (y) above of
this subparagraph (ii) it shall mean the wage rate in effect on January 1, 1999.
From and after the effective date of each wage rate established from and after
January 1, 1999, with respect to the condenser water charge stated in
subdivision (x) of this subparagraph (ii) and from and after the effective date
of each wage rate established from and after January 1, 2000 with respect to the
condenser water charge stated in subdivision (y) of this subparagraph (ii), the
Lessee shall pay charges in addition to that set forth in said subdivision (x)
and said subdivision (y) above, each such additional charge for condenser water
to be at an annual rate per ton equal to Two Dollars and Fifty Cents ($2.50) for
each one percent (1%), or major fraction thereof, that the wage rate so
established exceeds the applicable basic wage rate. If either the Realty
Advisory Board on Labor Relations, Incorporated, or Local 94 of the
International Union of Operating Engineers, AFL-CIO shall cease to exist or a
collective bargaining agreement shall cease to be negotiated between the Realty
Advisory Board on Labor Relations, Incorporated, and Local 94 of the


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International Union of Operating Engineers, AFL-CIO, then the wage rate to be
used for computing increases in the said charges shall be the hourly straight
time wage rate (excluding fringe benefits) for Engineers established under such
collective bargaining agreements as the Port Authority shall select. If the job
classification, "Engineers", shall be renamed or abolished, then the Port
Authority will select the job classification performing substantially the same
labor functions as Engineers and the wage rate of the job classification so
selected shall be used in computing increases in the charges provided for
herein. The Port Authority shall have no responsibility whatsoever under this
Section or otherwise for conditioning or cooling the air in that area of the
premises served by the air-cooling equipment installed by the Lessee nor for the
maintenance therein of and specified temperature or comfort level. Subject to
the provisions of paragraph (c) of Section 39 of this Agreement, and except as
provided in the last sentence of this paragraph, the Lessee shall and does
hereby release the Port Authority from and shall indemnify the Port Authority
against any and all claims and demands, losses or damages (including but not
limited to any such occurring to any data processing work product or any loss of
data, loss of business and business interruption losses) arising or resulting
from the failure to maintain a proper temperature or air quality in such
portions of the premises and regardless of whether the same is due to the acts
or omissions of the Port Authority, the Lessee or of others. The Port Authority
shall remain fully liable for all damage to equipment and other property owned
or leased by the Lessee (excluding, however, loss of data, loss of business and
business interruption losses) and all personal injury arising as a result of the
condenser water that the Port Authority provides hereunder.

                  (iii) The Port Authority will furnish auxiliary ventilation
air ("AVA") having the characteristics described in the appendix attached
hereto, identified as "Appendix B", and hereby made a part hereof, in the amount
of one thousand eight hundred (1800) cubic feet per minute (in addition to the
ventilation air furnished to the Lessee by the standard building system), for
use by the Lessee in such ventilating equipment as may be installed by the
Lessee in the premises, to be available to the Lessee twenty-four (24) hours per
day, three hundred sixty-five (365) days per year. From and after the
Commencement Date and continuing up to and including July 31, 2000, the Lessee
agrees to pay the Port Authority for such AVA an annual charge at the rate of
$5.28 per cubic foot per minute of the rated capacity for which the Lessee's
ventilation system is designed, as determined by the Port Authority. From and
after August 1, 2000 and thereafter throughout the letting, the Lessee agrees to
pay to the Port Authority for such AVA an annual charge at the rate of Six
Dollars and Ten Cents ($6.10) per cubic foot per minute of the rated capacity
for which the Lessee's ventilating system is designed, as determined by the Port
Authority. In the event of any changes made to such ventilation system, the
Lessee shall supply to the Port Authority such certifications of rated capacity
as the Port Authority may reasonably request, including certifications of the
Lessee's licensed engineer. The annual charges for AVA shall be payable in
advance in equal monthly installments and shall be payable at the same time, in
the same manner and shall be recoverable with like remedies as if they were a
part of the basic rental reserved under this Agreement. The said charges for AVA
shall be subject to increase from time-to-time as follows: from and after the
effective date of each wage rate established from and after January 1, 1999 with
respect to the annual charge for AVA set forth in the second sentence of this
subparagraph (iii) and from and after the effective date of each wage rate
established from and after January 1, 2000 with respect to the annual charge for
AVA set forth in the third sentence of this subparagraph (iii), the Lessee shall
pay a charge for AVA, in addition to the charge stated above, in an amount
computed by multiplying the applicable charge stated above by the percentage
increase in the wage rate (as such term is defined in subparagraph (ii) of this
paragraph (b) in effect on such date and as thereafter so established over the
applicable basic wage rate (as hereinafter defined in this subparagraph
(b)(iii). The Port Authority shall have no responsibility whatsoever under this
subparagraph (b)(iii) or otherwise for conditioning or cooling the air in those
areas of the premises served by the ventilating equipment installed by the
Lessee nor for the maintenance therein of any specified temperature or comfort
level. Subject to the provisions of paragraph (c) of Section 39 of this
Agreement, the Lessee shall and does hereby release the


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Port Authority from and shall indemnify the Port Authority against any and all
claims and demands, losses or damages (including but not limited to any such
occurring to any data processing work product or any loss of data, loss of
business and business interruption losses) arising or resulting from the failure
to maintain a proper temperature or air quality in such portions of the premises
and regardless of whether the same is due to the acts or omissions of the Port
Authority, the Lessee or of others. The Port Authority shall remain fully liable
for all damage to equipment and other property owned or leased by the Lessee
(excluding, however, loss of data, loss of business and business interruption
losses) and all personal injury arising as a result of the auxiliary ventilation
air that the Port Authority provides hereunder. For purposes of this
subparagraph (iii), the term "basic wage rate" shall mean as follows: with
respect to determining increases in the charge for AVA set forth in the second
sentence of this subparagraph (iii), it shall mean January 1, 1982 and with
respect to determining increases in the charge for auxiliary ventilation set
forth in the third sentence of this subparagraph (iii) it shall mean the wage
rate in effect January 1, 1999.

            (c) (i) Subject to all the terms and provisions of this Agreement,
the Port Authority shall furnish to the Lessee electricity to the electric
closets on the floors in which the premises are located consisting of eight (8)
watts per usable square foot comprising the premises, on a demand load basis (it
being the Lessee's sole responsibility and at its cost and expense for designing
and constructing electrical distribution systems to distribute such electricity
throughout the premises from the electric closets) solely (1) for illumination
by which is meant the energizing of fluorescent or incandescent bulbs (to be
supplied, paid for and installed by the Lessee) and (2) for the operation of
such office machines and equipment which may be required for the Lessee's
ordinary use of the premises for the purposes herein specified which the Lessee
may install without the prior consent of the Port Authority. From and after the
Commencement Date the Lessee shall pay the Port Authority for the consumption
and demand for electricity in the premises, which consumption and demand shall
be measured by meters furnished, maintained, repaired or replaced (if necessary)
by the Port Authority, at its cost and expense, for that purpose and in the
event that any such meter fails to record such consumption and demand, the
quantity of such electricity so supplied during any period that a meter is out
of service will be considered to be the same as the quantity supplied during a
like period either immediately before or immediately after such interruption as
reasonably selected by the Port Authority subject to seasonal or other equitable
adjustment. The Lessee's total consumption and demand in the premises shall be
paid for by the Lessee at the rate of one hundred fifteen percent (115%) of the
rates (including the fuel or other adjustment factor, if any) which at the time
of each billing period (as such billing periods are established by the public
utility providing electricity in the vicinity of the World Trade Center) is
actually paid by the Port Authority to the Power Authority of the State of New
York (PASNY), provided that if the rates actually paid by the Port Authority to
PASNY shall vary based upon the amount of usage, the Lessee's total consumption
and demand in the premises shall be paid for by the Lessee at the rate of one
hundred fifteen percent (115%) of the average cost per kilowatt hour of
consumption and the average cost per kilowatt of demand (including the fuel or
other adjustment factor, if any) per billing period actually paid by the Port
Authority to PASNY. In the event that the Port Authority shall no longer be
eligible or able to receive electricity from PASNY or in the event that the
World Trade Center or the building in which the premises is located is sold and
the new owner thereof is unable to obtain electricity from PASNY, then the
Lessee's consumption and demand of electricity per billing period shall be paid
for by the Lessee at one hundred percent (100%) of the average cost (including
the fuel or other adjustment factor, if any) per kilowatt hour of consumption
and the average cost per kilowatt of demand per billing period actually paid to
the public utility company for supplying electricity to the World Trade Center
or to the building in which the premises is located for such billing period. The
Lessee shall pay the cost of such consumption and demand for each such billing
period to the Port Authority within thirty (30) days after demand therefor and
the same shall be deemed additional rental collectible in the same manner and
with like remedies as if it were a part of the basic rental reserved hereunder.
The Lessee acknowledges that its consumption and demand


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for electricity shall include the use of reasonable amounts of electricity for
customary electrical equipment used in connection with the cleaning of the
premises. The Lessee's consumption and demand for electricity shall not include
any electricity consumed in connection with the provision of base building heat,
ventilation and air cooling as provided in Schedule D.

                  (ii) Notwithstanding that the Port Authority has agreed to
supply electricity to the Lessee, the Port Authority shall be under no
obligation to provide or continue such service if the Port Authority is
prevented by Legal Requirements, agreement or otherwise or by the public utility
company furnishing electricity to the building in which the premises is located
from metering consumption and demand as hereinabove set forth or elects not to
so meter the same, provided that unless prevented by Legal Requirements or by
the public utility company furnishing electricity to the building in which the
premises is located, the Port Authority will not discontinue the supply of
electricity to the Lessee unless it discontinues such supply to all
non-governmental entities at the World Trade Center whose premises consist of
one hundred thousand (100,000) rentable square feet or more. In the event the
Port Authority does so discontinue the supply of electricity, the Lessee shall
make all arrangements and conversions necessary to obtain electricity directly
from the public utility. Also in such event the Lessee shall perform the
construction necessary for conversion, and if any lines or equipment of the Port
Authority are with the consent of the Port Authority used therefor, the Lessee
shall pay to the Port Authority its pro rata share of the reasonable operating
and maintenance costs and expenses for the said lines and equipment. If the Port
Authority discontinues the supply of electricity for reasons other than being
prevented by Legal Requirements or by the public utility company furnishing such
electricity, the Port Authority shall grant the Lessee a credit against its
rental obligations next becoming due in an amount equal to the Lessee's
reasonable out-of-pocket costs of performing the construction necessary for
conversion. If the Port Authority discontinues the supply of electricity because
it is prevented by Legal Requirement or by the public utility company furnishing
such electricity, the Port Authority shall grant the Lessee a credit against its
rental obligations next becoming due in an amount equal to fifty percent (50%)
of the Lessee's reasonable out-of-pocket costs of performing the construction
necessary for conversion. The Port Authority shall grant the credit provided for
herein within thirty (30) days after receipt of a statement certified by the
chief financial officer of the Lessee setting forth the itemized costs of such
conversion and all documentation reasonably required by the Port Authority in
reasonably sufficient detail to substantiate the reasonable out-of-pocket costs
incurred by the Lessee. Provided the Lessee has expeditiously commenced the
construction necessary for such conversion and has diligently continued to
perform such construction, the Port Authority shall not discontinue supplying
electricity to the premises until the Lessee shall have been able to make all
necessary arrangements and perform all necessary construction to obtain such
electricity directly from the public utility.

                  (iii) If the Lessee shall be entitled to receive any rebate,
whether from Consolidated Edison, the New York Power Authority or any other
public utility company or federal, state or city agency, by reason of the
installation by the Lessee, at its sole cost and expense and subject to the
provisions and conditions of an approved Construction Application, (if required
by the provisions of Section 12 hereof) of energy efficient lighting, equipment
and fixtures in the premises, and if such rebate is granted to the Port
Authority, as the owner of the building (rather than directly to the Lessee) or
is granted to the Lessee, the Port Authority shall, subject to authorization of
the Board of Commissioners of the Port Authority, (and the Port Authority agrees
to use its best efforts to bring such matter to the Board of Commissioners of
the Port Authority) if such is required, execute any forms supplied by the
utility company or such agency which must be executed by the owner of the
building in order to permit the Lessee to obtain such rebate and shall pass
along to the Lessee the entire amount of the rebate applicable to the premises
if such rebate is granted to the Port Authority as the owner of the building,
rather than directly to the Lessee. The Port Authority shall not be required, by
reason of the provisions of this paragraph, to incur or undertake any
obligation, except as


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expressly set forth herein, or to incur any unreimbursed monetary obligation, or
to perform any act which is detrimental to the Port Authority or to the building
in which the premises is located, or the World Trade Center or to other tenants.

            (iv) In the event that the Lessee, not later than July 1, 2000,
notifies the Port Authority (hereinafter in this paragraph (iv) called "the
Lessee's Notification") that it desires to have emergency standby electrical
power, such notification by the Lessee to include the KVA capacity, which
capacity will in no event exceed 1000 KVA, then the Port Authority, not later
than July 1, 2001, will provide the Lessee with emergency stand-by three-phase
electric power delivered at 277/480V, for use by the Lessee. Such emergency
stand-by electric power shall be provided to the Lessee within five (5) minutes
following the occurrence of any interruption or cessation of the supply of
electricity furnished to the premises as set forth in paragraph (c), above, of
this Section 42. The Port Authority shall bring such emergency stand-by electric
power from an emergency power substation to be constructed and installed by the
Port Authority on the 9th floor of the building in which the premises is located
(such emergency power station not to be located within the Lessee's premises)
through Port Authority wires, conduits and connections to a single point of
connection in an electric closet designated in the Lessee's Notification. Also
the Lessee's Notification shall designate the location of the junction box (with
disconnect switch) that the Port Authority will install. The Lessee shall be
solely responsible, at its sole cost and expense, for transforming such
emergency stand-by electric power to such voltage, phase and frequency as it
desires (including, without limitation, the purchase and installation of a
transfer switch), for the distribution and handling of such power within its
premises and for connecting and tying such power into its systems and equipment
within its premises. The Lessee shall be required to comply with all applicable
provisions of Section 12 of this Agreement entitled "Construction by the Lessee"
with respect to the performance of such work. From and after the date the Port
Authority notifies the Lessee that such emergency stand-by electrical power is
connected to the point designated in the Lessee's Notification and is available
to the Lessee (the "Installation Date"), the Lessee shall pay the Port Authority
for such stand-by electric power a charge (in addition to the charge for demand
and consumption thereof payable pursuant to subparagraph (i) of this paragraph
(c)) at an annual rate equal to the product obtained by multiplying Three
Hundred Fifty Dollars ($350.00) by the total number of KVA capacity available to
the Lessee. The annual charge for stand-by electric power supplied to the Lessee
shall be payable at the same time and in the same manner and shall be
recoverable with like remedies as if such charge and monthly installments
thereof were a part of the basic rental under this Agreement. The charge for
stand-by electric power supplied to the Lessee set forth in this subparagraph
shall be subject to increase from time to time as follows: "Wage rate" as used
in this paragraph shall mean the hourly straight time wage rate for Engineers as
that wage rate is established from time to time by collective bargaining
agreement between the Realty Advisory Board on Labor Relations, Incorporated,
acting on behalf of various building owners, and Local 94 of the International
Union of Operating Engineers, AFL-CIO, and "basic wage rate" shall mean the wage
rate in effect on January 1, 1999. From and after the Installation Date, the
Lessee shall pay a charge for emergency stand-by power in addition to the
applicable charge therefor set forth in this subparagraph at an annual rate
equal to Two Dollars and Fifty Cents ($2.50) for each one percent (1%), or major
fraction thereof, that the wage rate in effect on such date, and each wage rate
thereafter established from time-to-time during the term of the letting under
this Agreement, exceeds the basic wage rate, multiplied by the total number of
KVA capacity of emergency stand-by electric power available to the Lessee. If
either the Realty Advisory Board on Labor Relations, Incorporated, or Local 94
of the International Union of Operating Engineers, AFL-CIO shall cease to exist
or a collective bargaining agreement shall cease to be negotiated between the
Realty Advisory Board on Labor Relations, Incorporated and Local 94 of the
International Union of Operating Engineers, AFL-CIO, then the wage rate to be
used for computing increases in the charges for emergency stand-by electric
power supplied to the Lessee shall be the wage rate for Engineers established
under such collective bargaining agreements as the Port Authority shall select.
If the job


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classification "Engineers" shall be renamed or abolished, then the Port
Authority will select the job classification performing substantially the same
labor function as Engineers and the wage rate of the job classification so
selected shall be used in computing increases in the charge provided for herein.
The Lessee shall and does hereby release the Port Authority from and shall
indemnify the Port Authority against any and all claims and demands, losses or
damages, including but not limited to direct, indirect, consequential, special
or exemplary damages, arising or resulting from the Port Authority's failure to
furnish and have available such emergency stand-by electric power for use by the
Lessee in the premises in the event of any interruption or cessation of the
regular supply of electricity to the premises, regardless of whether the same is
due to the acts or omissions of the Port Authority, the Lessee or of others.

            (d) If the Lessee, in accordance with Section 12 of this Agreement
entitled "Construction by the Lessee" or otherwise, erects any partitions or
makes any improvements which stop, hinder, obstruct or interfere with the
cooling of the air or the heating of the premises, or if the Lessee shall fail
to close and keep closed the window coverings when the sun is shining on the
windows of the premises, then no such action by the Lessee shall impose any
obligations on the Port Authority to install facilities, fixtures or equipment
for air-cooling or for heating additional to those set forth in Schedule D
attached hereto or to increase the capacity or output of such facilities,
equipment or fixtures and, except as otherwise expressly provided in this
Agreement and Schedule D, the Lessee shall not in any such event be relieved of
any of its obligations hereunder because a comfortable temperature is not
maintained. No consent given by the Port Authority to the erection of partitions
or the making of any improvements shall be or be deemed to be a representation
that the work consented to will not stop, hinder, obstruct or interfere with
either the cooling of the air or heating of the premises or any portion thereof
It is hereby understood further that the installation by the Lessee of any
equipment which itself requires air cooling or which requires additional
quantities of air cooling at the portion of the premises where such equipment is
installed or the concentration in any portion of the premises of such a number
of people in excess of one (1) person per one hundred (100) usable square feet
so as to require additional quantities of air cooling, shall not impose any
obligation on the Port Authority to install facilities, fixtures and equipment
for air cooling additional to those set forth in Schedule D attached hereto, or
to increase the capacity or output of facilities, equipment or fixtures set
forth in Schedule D attached hereto, and, except as otherwise expressly provided
in this Agreement, the Lessee shall not in any such event be relieved of any of
its obligations hereunder. The foregoing provisions of this paragraph shall not
relieve the Port Authority from furnishing heat, ventilation and air cooling in
accordance with the provisions of paragraphs (a), (b)(ii) and (b)(iii) of this
Section 42 and Schedule D attached hereto.

            (e) The Lessee shall keep closed all entrance doors to and all
windows in the premises except that such doors may be opened when required for
ingress or egress. The Lessee shall not knowingly otherwise waste or dissipate
the air cooling or heating services.

            (f) Subject to the provisions of this Agreement, including, without
limitation, the provisions of Section 39 of this Agreement entitled "Force
Majeure", the Port Authority shall have the right to discontinue temporarily the
supply of any of the above services when necessary or desirable in the
reasonable opinion of the Port Authority (i) in order to make any repairs,
alterations, changes or improvements in the premises when required under this
Agreement or (ii) in order to make any repairs, alterations, changes or
improvements elsewhere in the World Trade Center, including but not limited to
all systems for the supply of services, provided however that (i) except in the
case of an emergency, the Port Authority shall provide the Lessee with such oral
notice as shall be practicable under the circumstances, but in no event less
than twenty-four (24) hours' notice prior to the discontinuance of such services
(which notice shall specify the estimated duration of such discontinuance), (ii)
except in the case of an emergency, if such discontinuance threatens the health
or safety of any occupant of the premises or materially interferes with


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the Lessee's ability to conduct its business, the Port Authority shall confine
all such discontinuances to other than normal business hours, and (iii) the Port
Authority shall use reasonable efforts (including the use of overtime or premium
pay labor) to complete the work necessary to resume such service as promptly as
possible and in a manner so as to minimize interference with the Lessee's use
and occupancy of the premises, the conduct of the Lessee's business therein, the
other building services being provided to the Lessee and the Lessee's access to
the premises.

            (g) Except as expressly provided in this Agreement, no failure,
delay, interruption or reduction in any service or services shall be or shall be
construed to be an eviction of the Lessee, shall be grounds for any diminution
or abatement of the rentals payable hereunder, or shall constitute grounds for
any claim by the Lessee for damages, consequential or otherwise, and the Lessee
expressly agrees that the remedies set forth in paragraph (c) of Section 39 of
this Agreement entitled "Force Majeure" shall be the sole remedies available to
the Lessee in the event of a failure, delay, interruption or reduction in any
service or services to be provided by the Port Authority pursuant to this
Section, provided such failure, delay, interruption or reduction does not result
from the willful default of the Port Authority under this Agreement and in the
event such failure, delay, interruption or reduction does result from such
willful default of the Port Authority it is understood and agreed that the Port
Authority in such instance will have no liability to the Lessee for
consequential damages of any kind whatsoever.

            (h) The Port Authority shall be under no obligation to supply any
service or services if and to the extent and during any period that the
supplying of any such service or services or the use of any component necessary
therefor shall be prohibited or rationed by any Legal Requirements and if the
Port Authority deems it in the public interest to comply therewith, even though
such Legal Requirements may not be mandatory on the Port Authority as a public
agency.

            (i) The Port Authority shall have no obligations or responsibility
with respect to the performance of any services or providing, supplying or
furnishing to the Lessee of any utilities or services whatsoever except as
expressly provided in this Agreement.

Section 43. Partnership Provision

            If the Lessee is a partnership on the date set forth in the first
line of this Agreement or, if the Lessee should assign this Agreement to a
partnership in accordance with the provisions of Section 19 of this Agreement
entitled "Assignment and Sublease", the individual partners constituting the
partnership from and after the said date or the effective date of such
assignment, as the case may be, shall be and continue to be jointly and
severally liable for performing and observing the obligations of the Lessee
hereunder except as expressly provided in this Section 43. Furthermore, any new
partners of the Lessee shall, by their admission as partners, be deemed to have
assumed liability jointly and severally with the then partners for the
obligations of the Lessee under this Agreement and neither the admission of new
partners nor the withdrawal of partners shall be a violation of Section 19 of
this Agreement entitled "Assignment and Sublease" or of paragraphs (a)(4) or
(a)(6) of Section 20 this Agreement entitled "Termination", or any other
provision hereof, if the conditions hereinafter stated in this Section 43 are
satisfied. The Lessee shall notify the Port Authority of the admission of each
new partner and shall supply to the Port Authority a written agreement executed
by each new partner confirming assumption of liability as described above.
Notwithstanding any provisions of this Agreement, or any law to the contrary, or
the provisions of any agreement executed by the Lessee during the term of the
letting, if any partner of the Lessee shall die during the unexpired portion of
the term of this Agreement, or if any partner of the Lessee shall complete his
or her retirement from the Lessee, or sever his or her connection with the
Lessee for reasons other than death or retirement, during the


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unexpired portion of the term of this Agreement, such partner and his or her
estate shall be relieved of all liability for performance of Lessee's
obligations under this Agreement accruing after such death, retirement or
severance, provided that in order to obtain such release with respect to any
such partner the Lessee shall give notice to the Port Authority on behalf of the
deceased, retiring or withdrawing partner of such death, retirement or
severance, and provided further that the total partnership assets available to
meet the obligations of the Lessee under this Agreement immediately after such
death, retirement or severance shall not be materially less than the total
partnership assets available to meet the obligations of the Lessee under this
Agreement immediately prior to such death, retirement or severance.

Section 44. Additional Space

            (a) If during the initial term of the letting hereunder, any single
block of space contiguous to the Lessee's then current premises, either on the
same floor as the Lessee's then current premises or directly above or directly
below the Lessee's then current premises, becomes available for leasing, (such
block of space being referred to herein as "Additional Space") and provided that
this Agreement is then in full force and effect and the Lessee is not in default
under any term, provision or covenant of this Agreement after notice and the
expiration of any applicable cure periods, then the Port Authority prior to
entering into an agreement with a third party covering the letting of such
space, will notify the Lessee in writing of the availability for leasing of such
space (the "Port Authority Notification"), such Port Authority Notification to
state the date it expects such space to become available or ready for occupancy,
the location of such space, the number of rentable square feet contained therein
and shall set forth the annual basic rental rate. The letting of the Additional
Space shall be with no rental concession and on an "as is" basis with no
finishing allowance or reimbursement amount to be provided by the Port
Authority. Payment of basic rental and additional basic rental for any
Additional Space will commence on the commencement date of the letting of same.
The Lessee shall have the right, by notice to the Port Authority subscribed by
an authorized officer of the Lessee and delivered to the Port Authority within
thirty (30) days after receipt of the Port Authority Notification:

                  (i) to accept unconditionally such space in its entirety for
            the balance of the term of the letting hereunder, at the annual
            basic rental rate set forth in the Port Authority Notification; or

                  (ii) to accept unconditionally such space in its entirety for
            the balance of the term of the letting hereunder but to advise the
            Port Authority that the Lessee has concluded that the Port
            Authority's annual basic rental therefor is greater than the fair
            market rental value for such space, in which event, and if the Port
            Authority and the Lessee are unable within thirty (30) days
            thereafter to reach agreement on the annual basic rental for such
            Additional Space, to withdraw its notification or to accept the fair
            market rental value for the Additional Space as shall be determined
            by arbitration in accordance with the provisions of paragraph (c) of
            this Section 44.

            Within thirty (30) days after the later of the date that the Lessee
notifies the Port Authority pursuant to subdivision (i) above of this paragraph
(a) that it unconditionally accepts such space, or the date the Port Authority
and the Lessee reach agreement within the aforesaid thirty (30) day period on
the annual basic rental, or, in the event that the rental for such space is
determined by arbitration pursuant to subdivision (ii) above of this paragraph
(a), the date that the arbitrators render their determination of the fair market
rental value, the Port Authority will prepare and submit to the Lessee for its
execution an appropriate


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agreement supplementing this Agreement and providing for the letting of such
Additional Space. Any such supplemental agreement prepared by the Port Authority
pursuant to the provisions of this paragraph (a) shall provide for the letting
of the Additional Space upon all the terms and conditions set forth in this
Agreement except as modified by the provisions of this paragraph (a) and
paragraph (b) of this Section 44. Commencing with the commencement date of the
letting of any such Additional Space, such additional space shall be deemed
incorporated in the premises and the Lessee, commencing as of such commencement
date, shall pay basic rental and shall pay additional basic rental for any such
Additional Space in accordance with the provisions of Schedule A attached hereto
provided that the base period for purposes of determining additional basic
rental with respect to payments in lieu of taxes pursuant to Schedule A of this
Agreement shall be the tax year commencing on the July 1st immediately preceding
the commencement date of the letting of any such Additional Space and the base
period for determining additional basic rental payable pursuant to paragraph 3
of Schedule A shall be the calendar year in which the commencement date of the
letting of the particular Additional Space shall occur. Provided that the terms
and conditions of the supplemental agreement submitted by the Port Authority are
in accordance with the provisions of this paragraph (a), the Lessee shall
execute such agreement and return it to the Port Authority within thirty (30)
days after its receipt thereof In the event the Lessee fails to indicate its
acceptance of such Additional Space described in the Port Authority Notification
within the time period prescribed in this paragraph (a) or in the event that the
Lessee shall fail to execute such agreement prepared by the Port Authority with
respect to such space within the time set forth in this paragraph (a), then the
Lessee shall thereupon have no further rights or interest in or to such space
pursuant to this paragraph (a) for a period of one (1) year from expiration of
the applicable aforesaid time period, the Port Authority shall have no further
obligation under this paragraph (a) to offer such space to the Lessee within
such one (1) year period, the Port Authority shall have the right to lease such
space, or any portion thereof, to others on terms and conditions (including but
not limited to rental, term, space finishing and use provisions) different from
those which would have governed the letting to the Lessee of such space and on
more or less favorable terms and conditions all as the Port Authority may at its
discretion determine and during the term of such lease to such third party,
including any renewal or extension thereof, such space shall be deemed not to be
available for letting for purposes of this paragraph (a). The Lessee expressly
understands and agrees that the provisions of this paragraph (a) are subject to
the then existing availability for leasing of space. Additional Space shall be
deemed available for leasing for the purposes of this paragraph (a) if(x) it is
then unoccupied and not covered under the terms of an existing agreement of
lease or other valid agreement granting present or future rights of occupancy
or, if occupied pursuant to the terms of an existing agreement of lease, the
letting under such lease is scheduled to expire not less than one hundred eighty
(180) days and not more than three hundred sixty-five (365) days following the
date of the Lessee's notice to the Port Authority with respect to such
Additional Space and (y) the Port Authority has not granted any right or option
to any third party with respect to the letting or occupancy of such space,
including but not limited to rights to renew or extend any existing tenancy in
such space, which in either case are then in force and effect. Further, nothing
in this paragraph (a) shall be construed to obligate the Port Authority in any
way to terminate the letting or otherwise end the occupancy of a tenant
currently in possession of any space, whether contiguous to the Lessee's then
existing premises or otherwise, prior to the scheduled expiration date of such
letting. Attached hereto as Schedule O is a description of all third party
option rights (hereinafter collectively called "Option Rights") that exist on
the date of this Agreement to lease space or to renew the term of the letting of
space which is contiguous to the initially let premises. Such Schedule O was
prepared to the best of the Port Authority's knowledge and it is agreed that the
Port Authority shall have no liability for errors and omissions in such Schedule
O, provided that the Port Authority made a good faith effort to provide the
information therein fully and correctly. The Port Authority agrees that
subsequent to the date of this Agreement it will not grant third parties any new
Option Rights with respect to space superior to the Lessee's rights with respect
to such space as set forth in this paragraph (a).


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            (b) In the event the Lessee concludes that the annual basic rental
for any Additional Space specified in the Port Authority Notification pursuant
to paragraph (a) of this Section 44 is greater than the fair market rental value
for such Additional Space, the Lessee shall so advise the Port Authority and
shall request arbitration with respect thereto. Such arbitration shall be by
three arbitrators, one to be appointed by the Port Authority, one to be
appointed by the Lessee and the third to be appointed by the arbitrators so
appointed. The arbitration shall be pursuant to the then rules of the American
Arbitration Association or any successor organization and the question to be
answered by the arbitrators shall be:

                        "Is the annual basic rental established by the Port
            Authority greater than the fair market rental value (as such term is
            defined in paragraph (c) of this Section 44) for such Additional
            Space for the balance of the term of the letting under the Lease?"

If the arbitrators' decision is in the negative (or if the Lessee does not
contest the rental rate after specification thereof by the Port Authority) then
from and after the commencement date of the term of the letting of such
Additional Space, the Lessee shall pay to the Port Authority such annual basic
rental in advance in equal monthly installments throughout the balance of the
term of the letting under this Agreement. If the decision of the arbitrators is
that the annual basic rental specified by the Port Authority is greater than the
fair market rental value for such Additional Space, the arbitrators shall
thereupon determine the fair market rental value for the applicable space, and
in such event from and after the commencement date of the letting of such
Additional Space, the Lessee shall pay to the Port Authority in advance in equal
monthly installments an annual basic rental equal to the fair rental value as
determined by the arbitrators. The Port Authority and the Lessee shall each bear
the cost of the arbitrator appointed by them. All other costs of such
arbitration, including but not limited to the cost of the third arbitrator,
shall be borne equally by the Port Authority and the Lessee.

            (c) For the purposes of this Section, the term "fair market rental
value" shall mean rent at the rate that a willing bona fide tenant would pay and
a willing bona fide landlord would accept for comparable space in the World
Trade Center taking into account all appropriate factors presented by the
parties to the arbitrators, including without limitation thereto: (1) the
amounts the Port Authority will pay as brokerage commissions in connection with
such letting, (2) the tax base and base wage rate date to be used in determining
additional basic rental, (3) that the Port Authority will not provide a
finishing allowance or be required to perform any work for the Lessee, (4) that
no free-rent period or any other rental concessions will be provided by the Port
Authority with respect to such Additional Space, and (5) that no consideration
shall be given to the fact that the building in which the Additional Space is
located is owned by a public authority.

            (d) Set forth in Schedule M attached hereto is a description of the
methodology used by the Port Authority to determine the number of rentable
square feet contained in Area A (such methodology being hereinafter called the
"Full Floor Methodology") and the methodology used by the Port Authority to
determine the number of rentable square feet in Area A-1 (such methodology being
hereinafter called the "Partial Floor Methodology"). For purposes of computing
the number of rentable square feet contained in any Additional Space referred to
in paragraph (a) above, or for purposes of determining the number of rentable
square feet in any portion of the premises the letting of which is terminated by
the Lessee pursuant to the provisions of Section 48 of this Agreement, which in
either case constitutes a full floor, the Port Authority will determine same in
accordance with the Full Floor Methodology and for purposes of computing the
number of rentable square feet contained in any Additional Space referred to in
paragraph (a) above, or for purposes of determining the number of rentable
square feet in any portion of the premises the


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letting of which is terminated by the Lessee pursuant to the provisions of
Section 48 of this Agreement, which in either case is a partial floor, the Port
Authority will determine same in accordance with the "Partial Floor
Methodology".

Section 45. Lessee's Right to Extend the Letting

            (a) The Lessee shall have the right to extend this Agreement and the
term of the letting hereunder, as to the entire premises or a portion thereof,
but in no event shall such portion be less than all of Area A, for a five
(5)-year period (the "first extension period") effective upon the expiration
date of the term of the letting set forth in Section 2 of this Agreement,
provided that the Lessee shall give irrevocable, unconditional written notice
(the "First Extension Exercise Notice") to the Port Authority of its election to
do so not later than four hundred fifty-five (455) days prior to said expiration
date and provided further however that no First Extension Exercise Notice
pursuant to this paragraph (a) shall be effective (i) if on the date of the
giving of said Notice or on the effective date thereof the Lessee is in default
in the performance or observance of any term, provision or condition of this
Agreement after any required notice and the expiration of any applicable cure
period, or (ii) if on the date of the giving of said Notice or on the effective
date thereof the Lessee has been served with a notice of termination of this
Agreement by the Port Authority or (iii) if on the date of the giving of said
Notice this Agreement is not then in full force and effect.

            (b) In the event the Lessee exercises the right set forth in
paragraph (a) of this Section 45 then the letting during the first extension
period shall be upon all of the same terms, covenants, conditions and provisions
of this Agreement except that (1) the basic rental during the first extension
period shall be as determined pursuant to paragraph (c) hereof, (2) the "tax
base" pursuant to Schedule A to this Agreement shall be the tax year commencing
on the July 1st immediately preceding the first day of the first extension
period, (3) the "basic wage rate" pursuant to Schedule A to this Agreement shall
be the wage rate in effect on the January 1st of the calendar year preceding the
calendar year in which the first day of the extension period shall fall and (4)
there shall be no free-rent period, rent concessions, finishing allowance or
reimbursement amount provided by the Port Authority with respect to the first
extension period.

            (c) In the event the Lessee shall give to the Port Authority the
First Extension Exercise Notice, the Port Authority shall, not later than sixty
(60) days after the Lessee shall have given the First Extension Exercise Notice,
advise the Lessee in writing of the Port Authority's proposed annual basic
rental to be payable by the Lessee during the first extension period. In the
event that the Lessee shall not agree to pay such annual basic rental, the
Lessee shall so advise the Port Authority within sixty (60) days following
receipt of the Port Authority's notice of the proposed annual basic rental, and
in such event the parties shall in good faith endeavor to reach agreement on the
annual basic rental to be payable during the first extension period, and if the
parties are unable to reach agreement within twenty (20) days after the Lessee
has advised the Port Authority that it does not agree to pay the annual basic
rental proposed by the Port Authority, such annual basic rental shall thereupon
be determined by arbitration. Such arbitration shall be by three arbitrators,
one to be appointed by the Port Authority, one to be appointed by the Lessee and
the third to be appointed by the arbitrators so appointed. The arbitration shall
be pursuant to the then-rules of the American Arbitration Association or any
successor organization and the question to be answered by the arbitrators shall
be:

            "What is the fair market rental value for the premises during the
extension period?"

In the event that the arbitrators shall have determined the fair market rental
value as provided in this paragraph (c) or in the event that the Lessee and the
Port Authority shall have agreed upon an annual basic


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rental for the extended term of the letting, then, from and after the first day
of the first extension period the Lessee shall pay to the Port Authority (1) an
annual basic rental equal to the fair market rental value for the premises so
determined by the arbitrators or (2) the annual basic rental agreed upon by the
Port Authority and by the Lessee, as the case may be, which annual basic rental
shall be payable in equal monthly installments on the first day of the first
extension period and on the first day of each calendar month thereafter for the
balance of the term of the first extension period, provided that in the event
the first day of the first extension period shall be other than the first day of
a calendar month, the installment of basic rental payable on the first day of
the first extension period shall be an amount equal to the monthly installment
of basic rental payable during the first extension period multiplied by a
fraction the numerator of which shall be the number of days from the first day
of the first extension period to the last day of the calendar month in which the
first day of the first extension period shall fall (both days inclusive) and the
denominator of which shall be the number of days in that calendar month and
shall be payable together with the first full monthly installment of basic
rental payable during the first extension period. In the event the fair market
rental value for the premises for the first extension period and, accordingly,
the annual basic rental for the premises for the first extension period have not
been determined as herein provided prior to the commencement of the first
extension period, the Lessee shall continue to pay the monthly installments of
basic rental at the rate theretofore in effect and upon determination of the
annual basic rental pursuant to the provisions of this paragraph (c), the Lessee
shall, within thirty (30) days thereafter pay any amounts due to the Port
Authority arising out of the excess (if any) of the monthly installments of the
annual basic rental as so determined over the monthly installments thereof
actually paid by the Lessee during the period prior to such determination, or,
if the sum of the monthly installments of annual basic rental actually paid by
the Lessee during the portion of the first extension period prior to such
determination is in excess of the sum of the monthly installments of annual
basic rental payable for such portion of the first extension period as
determined by arbitration, the Port Authority shall either (i) credit the Lessee
with such excess to be applied by the Port Authority solely against the Lessee's
basic rental and additional basic rental obligations next becoming due under
this Agreement or (ii) at the Lessee's request, pay such excess to the Lessee
within thirty (30) days after the Lessee's request therefor. In addition to the
basic rental payable as provided in this paragraph (c) the Lessee shall, from
and after the commencement of the first extension period, continue to pay
additional basic rental pursuant to Schedule A to this Agreement except that the
tax base and basic wage rate date for determining such additional basic rental
for the extension period shall be as set forth in paragraph (b) of this Section
45. The Port Authority and the Lessee shall each bear the cost of the arbitrator
appointed by them. All other costs of such arbitration, including, but not
limited to the cost of the third arbitrator shall be borne equally by the Port
Authority and the Lessee.

            (d) In the event that the Lessee shall have extended the term of the
letting pursuant to paragraph (a) of this Section 45, then the Lessee shall have
the right to extend this Agreement and the term of the letting hereunder, as to
then entire premises or a portion of the premises, but in no event shall such
portion be less than all of Area A, for a second five (5) year period (the
"second extension period") effective upon the expiration date of the first
extension period, provided that the Lessee shall give irrevocable, unconditional
written notice (the "Second Extension Exercise Notice") to the Port Authority of
its election to do so not later than four hundred fifty-five (455) days prior to
the expiration date of the first extension period and provided further however
that no Second Extension Exercise Notice pursuant to this paragraph (d) shall be
effective (i) if on the date of the giving of said Notice or on the effective
date thereof the Lessee is in default in the performance or observance of any
term, provision or condition of this Agreement after any required notice and the
expiration of any applicable cure period, or (ii) if on the date of the giving
of said Notice or on the effective date thereof the Lessee has been served with
a notice of termination of this Agreement by the Port Authority or (iii) if on
the date of the giving of said Notice this Agreement is not then in full force
and effect.


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            (e) In the event the Lessee exercises the right set forth in
paragraph (d) of this Section 45 then the letting during the second extension
period shall be upon all of the same terms, covenants, conditions and provisions
of this Agreement except that (1) the basic rental during the second extension
period shall be as determined pursuant to paragraph (f) hereof, (2) the "tax
base" pursuant to Schedule A to this Agreement shall be the tax year commencing
on the July 1st immediately preceding the first day of the second extension
period, (3) the "basic wage rate" pursuant to Schedule A to this Agreement shall
be the wage rate in effect on the January 1st of the calendar year preceding the
calendar year in which the first day of the second extension period shall fall
and (4) there shall be no free-rent period, rent concessions, finishing
allowance or reimbursement provided by the Port Authority with respect to the
second extension period.

            (f) In the event the Lessee shall give to the Port Authority the
Second Extension Exercise Notice, the Port Authority shall, not later than sixty
(60) days after the Lessee shall have given the Second Extension Exercise
Notice, advise the Lessee in writing of the Port Authority's proposed annual
basic rental to be payable by the Lessee during the second extension period. In
the event that the Lessee shall not agree to pay such annual basic rental, the
Lessee shall so advise the Port Authority within sixty (60) days following
receipt of the Port Authority's notice of the proposed annual basic rental, and
in such event the parties shall in good faith endeavor to reach agreement on the
annual basic rental to be payable during the second extension period, and if the
parties are unable to reach agreement within twenty (20) days after the Lessee
has advised the Port Authority that it does not agree to pay the annual basic
rental proposed by the Port Authority, such annual basic rental shall thereupon
be determined by arbitration. Such arbitration shall be by three arbitrators,
one to be appointed by the Port Authority, one to be appointed by the Lessee and
the third to be appointed by the arbitrators so appointed. The arbitration shall
be pursuant to the then-rules of the American Arbitration Association or any
successor organization and the question to be answered by the arbitrators shall
be:

      "What is the fair market rental value for the premises during the
extension period?"

In the event that the arbitrators shall have determined the fair market rental
value as provided in this paragraph (f) or in the event that the Lessee and the
Port Authority shall have agreed upon an annual basic rental for the second
extension period, then from and after the first day of the extended term of the
letting hereunder the Lessee shall pay to the Port Authority (1) an annual basic
rental equal to the fair market rental value for the premises so determined by
the arbitrators or (2) the annual basic rental agreed upon by the Port Authority
and by the Lessee, as the case may be, which annual basic rental shall be
payable in equal monthly installments on the first day of the second extension
period and on the first day of each calendar month thereafter for the balance of
the term of the extension period, provided that in the event the first day of
the second extension period shall be other than the first day of a calendar
month, the installment of basic rental payable on the first day of the second
extension period shall be an amount equal to the monthly installment of basic
rental payable during the second extension period multiplied by a fraction the
numerator of which shall be the number of days from the first day of the second
extension period to the last day of the calendar month in which said first day
of the second extension period shall fall (both days inclusive) and the
denominator of which shall be the number of days in that calendar month and
shall be payable together with the first full monthly installment of basic
rental payable during the second extension period. In the event the fair market
rental value for the premises for the second extension period and accordingly
the annual basic rental for the premises for the second extension period have
not been determined as herein provided prior to the commencement of the
extension period, the Lessee shall continue to pay the monthly installments of
basic rental at the rate theretofore in effect, and upon determination of the
annual basic rental pursuant to the provisions of this paragraph (f), the Lessee
shall within thirty (30) days thereafter pay any amounts due


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to the Port Authority arising out of the excess (if any) of the monthly
installments of the annual basic rental as so determined over the monthly
installments thereof actually paid by the Lessee during the period prior to such
determination, or, if the sum of the monthly installments of annual basic rental
actually paid by the Lessee during the portion of the second extension period
prior to such determination is in excess of the sum of the monthly installments
of annual basic rental payable for such portion of the second extension period
as determined by arbitration, the Port Authority shall either (i) credit the
Lessee with such excess to be applied by the Port Authority solely against the
Lessee's basic rental and additional basic rental obligations next becoming due
under this Agreement or (ii) at the Lessee's request, pay such excess to the
Lessee within thirty (30) days after the Lessee's request therefor. In addition
to the basic rental payable as provided in this paragraph (f) the Lessee shall,
from and after the commencement of the second extension period, continue to pay
additional basic rental pursuant to Schedule A attached to this Agreement except
that the tax base and basic wage rate date for determining such additional basic
rental for the second extension period shall be as set forth in paragraph (b) of
this Section 45. The Port Authority and the Lessee shall each bear the cost of
the arbitrator appointed by them. All other costs of such arbitration,
including, but not limited to the cost of the third arbitrator shall be borne
equally by the Port Authority and the Lessee.

      (g) For the purposes of this Section 45, the term "fair market rental
value" shall mean rent at the rate that a willing bona fide tenant would pay and
a willing bona fide landlord would accept for comparable space in the World
Trade Center taking into account all appropriate factors presented by the
parties to the arbitrators, including without limitation thereto: (1) whether
the Port Authority will pay a brokerage commission in connection with such
extension, (2) the tax base and basic wage rate date to be used in determining
additional basic rental, (3) that the Port Authority will not be required to
perform any work for the Lessee and that the Port Authority will not provide the
Lessee with a finishing allowance, (4) that no consideration shall be given to
the fact that the premises are owned by a public authority, (5) that there will
be no free rent period and no other rent concessions provided by the Port
Authority.

Section 46. Certain Obligations of the Port Authority, Consequential Damages

      (a) Except for those obligations expressly assumed by the Lessee under the
provisions of this Agreement, the Port Authority, at its cost and expense, will
operate, clean and maintain and make all necessary repairs and replacements
(both structural and nonstructural) to the public portions and common areas of
the building in which the premises are located providing access to the premises,
the structural components of such building (by which is meant the exterior
walls, roof, columns, floor slabs and other structural building supporting
members), the public portions and common areas of the World Trade Center
providing access to the premises and to those systems and all parts thereof
providing services and utilities to the premises which the Port Authority has
expressly undertaken to supply to the Lessee pursuant to the provisions of this
Agreement, and will continue to operate and maintain the building in which the
premises are located and its life safety systems as a first-class office
building. The Port Authority agrees to comply with the substantive requirements
of the life safety provisions of the New York City Building Code (or to comply
in a manner which in the Port Authority's opinion is equivalent to compliance
with such provisions of the Code) to the following extent: (i) in the public and
common areas of the building in which the premises is located and in all other
public and common areas of the World Trade Center (if such life safety
provisions affect systems or equipment in such other public areas of the World
Trade Center which service or otherwise impact on the building in which the
premises is located or such life safety provisions affect the Lessee's access to
the premises), (ii) in the non-office areas of the premises, and (iii) all
electrical, plumbing, HVAC and other systems in such building affecting the
premises, provided, that nothing herein shall be construed to require the Port
Authority to make any improvements or perform any work in the office portions of
the Lessee's premises, except as otherwise specifically set forth in this
Agreement, and nothing herein


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shall be construed to relieve the Lessee of its obligations to comply with the
provisions of the Section of this Agreement entitled "Governmental
Requirements". Nothing in this Section shall be or be deemed to be a recognition
that said New York City Building Code is applicable to the World Trade Center or
to any other facilities owned or operated by the Port Authority or that the Port
Authority is required by any law, rule, regulation, order or direction to
conform to or comply with the New York City Building Code. The Port Authority
will maintain, operate and make all repairs and replacements to the building in
which the premises are located in compliance with the substantive provisions of
all laws, ordinances, enactments, resolutions, rules, regulations,
requirements, orders and directions with which the Lessee is not required to
comply by the provisions of the Section of this Agreement entitled "Governmental
Requirements" and lack of compliance with which would prevent the Lessee from
operating in the premises in the manner set forth in the Section of this
Agreement entitled "Rights of User by the Lessee" or adversely affect other than
in an immaterial manner such operations, but nothing in this Section is intended
to modify the provisions of paragraphs (f) and (g) of the Section of this
Agreement entitled "Services and Utilities" or the provisions of paragraph (c)
of the Section of this Agreement entitled "Force Majeure". The provisions of
this paragraph shall not be deemed to require the Port Authority to deliver
services or additional services to the premises at a higher level or to a
greater specification or capacity than provided in Section 42 of this Agreement
entitled "Services and Utilities", and in Schedule D of this Agreement.

      (b) Subject to all of the provisions of Section 37 of this Agreement
entitled "Liability Insurance" (including, without limitation, the waiver of
subrogation and release provisions thereof) the Port Authority shall indemnify
and hold harmless the Lessee, its directors, officers, members, partners,
employees, representatives, contractors and agents from (and shall reimburse the
Lessee for the Lessee's reasonable out of pocket costs or expenses including
reasonable out of pocket legal expenses incurred in connection with the defense
of) all claims and demands of third persons, including, but not limited to,
those for death, for personal injuries, or for property damages, arising (i)
out of any default of the Port Authority in performing or observing the
obligations expressly undertaken by the Port Authority pursuant to the
provisions of this Agreement or (ii) out of any of the negligent acts or
omissions or willful misconduct of the Port Authority, its Commissioners,
officers, agents, employees, representatives, contractors, guests, invitees, and
other persons who are doing business with the Port Authority or who are on or at
the premises at the express direction of the Port Authority where such negligent
acts or omissions or willful misconduct occur on the premises or (iii) arising
out of any negligent acts or omissions or willful misconduct of the Port
Authority, its Commissioners, officers, agents, employees and representatives
where such negligent acts or omissions or willful misconduct is elsewhere at the
World Trade Center. The Port Authority shall at its own expense defend any suit
based upon any such claim or demand (even if such suit, claim or demand is
groundless, false or fraudulent). The provisions of this paragraph (b) and the
Port Authority's indemnification of the Lessee shall not extend to or include
claims or demands arising out of the acts or omissions of the Port Authority
acting in its governmental capacity with respect to (i) the review of the
Lessee's Construction Applications and the plans and specifications attached
thereto and any recommended actions or requirements made in connection therewith
or (ii) the inspection by the Port Authority of the work performed by the Lessee
pursuant thereto. Nothing set forth in this paragraph (b) is intended or shall
be deemed to alter the obligations of the Lessee and the Port Authority with
respect to damage to the property of the Lessee or of the Port Authority in the
event that the premises are damaged by a casualty, which obligations shall be as
provided in Section 9 of this Agreement entitled "Casualty".

      (c) With respect to any claim that either party to this Agreement may
assert against the other party pursuant to this Agreement and subject to the
proviso later occurring in this sentence, it is hereby agreed that neither
party to this Agreement may assert a claim against the other for consequential
or special damages provided, however, that nothing herein shall be construed to
prevent the Port Authority from


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seeking indemnification from the Lessee pursuant to the Section of this
Agreement entitled "Indemnity" or pursuant to any other Section of this
Agreement, if applicable, or to prevent the Lessee from seeking indemnification
from the Port Authority pursuant to paragraph (b) of this Section or any other
Section of this Agreement, if applicable, from and against claims and demands of
unaffiliated third persons for consequential or special damages.

Section 47. Additional Provisions

      (a) This Agreement shall be governed in all respects in accordance with
the laws of the State of New York.

      (b) Neither the Lessee nor the Port Authority shall record this Agreement.
The Lessee may, at its sole cost and expense, record a memorandum of this
Agreement, prepared by it at its sole cost and expense, reasonably satisfactory
to the Port Authority, and the Port Authority agrees to execute such memorandum
within fifteen (15) business days after request therefor. If the Lessee so
records such memorandum, it shall, at its sole cost and expense, record in
timely fashion a memorandum satisfactory to the Port Authority of each and every
modification, extension, supplement, assignment, surrender, or other amendatory
agreement relating thereto, which memorandum shall be prepared by and at the
sole cost and expense of the Lessee.

      (c) Except as otherwise expressly provided in this Agreement, the terms,
covenants, conditions and provisions of this Agreement shall bind and inure to
the benefit of the successors and assigns of the parties hereto with the same
effect as if mentioned in each instance where a party is named or referred to,
provided however that (i) no violations of the provisions of Section 19 of this
Agreement entitled "Assignment and Sublease" shall operate to vest any rights in
any successor or assignee of the Lessee and (ii) the provisions of this
paragraph shall not be construed as modifying the terms, provisions, covenants
and conditions of Section 20 of this Agreement entitled "Termination".

      (d) If any term, covenant, condition or provision of this Agreement or the
application thereof to any circumstance or to any person, firm or corporation
shall be invalid or unenforceable to any extent, the remaining terms, covenants,
conditions and provisions of this Agreement or the application thereof to any
circumstances or to any person, firm or corporation other than those as to which
any term, covenant, condition or provision is held invalid or unenforceable,
shall not be affected thereby and each remaining term, covenant, condition and
provision of this Agreement shall be valid and shall be enforceable to the
fullest extent permitted by law.

      (e) If a rule or regulation set forth in Exhibit R attached to this
Agreement or any further rule or regulation hereafter promulgated by the Port
Authority as provided in Section 6 of this Agreement entitled "Rules and
Regulations" or any amendment or supplement to any existing or future rule or
regulation shall conflict or be inconsistent with any express provision of this
Agreement, the express provision of this Agreement shall control. Prior to the
execution of this Agreement by either party hereto Rule 29 of Exhibit R was
deleted in its entirety. In the event that any provision of any Exhibit or
Schedule (other than Exhibit R) constituting a part of this Agreement conflicts
or is inconsistent with any express provision of this Agreement, then the
express provision of this Agreement shall control.

      (f) In the event that title to the building of which the premises is a
part or a portion thereof which includes the premises is transferred to private
ownership (as distinguished from governmental or quasi-governmental ownership),
or in the event that the Port Authority enters into a lease, contractual or


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other agreement for the management or operation of the building of which the
premises is a part or a portion thereof which includes the premises, then, in
addition to the obligations of the Owner (as such term is defined in paragraph
(a) of Section 31, as successor to the Port Authority, under this Agreement, the
following shall apply:

            (1) All references to "non-arbitrary and non-capricious" or
      "arbitrary and capricious" or similar words appearing in Section 12 or
      elsewhere in this Agreement shall be deemed changed to "reasonable" or
      "non-reasonable" or similar words, as the case may be. Without limiting
      the foregoing and in addition thereto the Owner will not unreasonably
      withhold or delay its consent required pursuant to the Section of this
      Agreement entitled "Construction by the Lessee" to any contractor or
      subcontractor or any construction, improvement, alteration, modification,
      addition, repair or replacement work proposed to be done by the Lessee so
      long as the Lessee's plans and specifications therefor conform to the
      requirements of the New York City Building Code and so long as such work
      shall not (i) unreasonably interfere with the operation of the World Trade
      Center, (ii) materially and adversely affect the exterior walls or
      exterior appearance of the building in which the premises are located,
      (iii) materially and adversely affect the slab, structural steel members
      or core walls of such building, or (iv) affect the proper functioning of
      the mechanical, plumbing, electrical and heating, ventilating and
      air-cooling systems of such building. Any dispute between the Owner and
      the Lessee arising out of this subparagraph (1) as to whether the Owner
      unreasonably withheld or unreasonably delayed its consent shall be
      resolved by arbitration in accordance with the then existing rules of the
      American Arbitration Association (expedited procedures). The provisions of
      this subparagraph (1) shall be applicable to a Clause Y Owner solely to
      the extent that the Port Authority has delegated to the Clause Y Owner in
      the Operating Agreement the authority to make the determinations referred
      to in this subparagraph (1).

            (2) The Owner, in addition to performing the obligations expressly
      undertaken by the Port Authority pursuant to the provisions of this
      Agreement, will maintain and repair the building in which the premises are
      located in compliance with all applicable laws, ordinances, enactments,
      resolutions, rules, regulations, requirements, orders and directions
      including, without limitation thereto, the New York City Building Code,
      provided that a Clause Y Owner shall not be obligated to comply with same
      unless such Clause Y Owner by virtue of being a Clause Y Owner would
      otherwise be obligated by legal requirement to comply with same in the
      absence of this provision.

            (3) Wherever in Section 19 of this Agreement the consent of the
      landlord is required in connection with any assignment or subletting
      referred to therein, the Owner will not unreasonably withhold or delay
      such consent. Any dispute between the Owner and the Lessee arising out of
      this subparagraph (3) as to whether the Owner unreasonably withheld or
      unreasonably delayed its consent shall be resolved by arbitration in
      accordance with the then existing rules of the American Arbitration
      Association (expedited procedures). The provisions of this subparagraph
      (3) shall be applicable to a Clause Y Owner solely to the extent that the
      Port Authority has delegated to the Clause Y Owner pursuant to the
      Operating Agreement the authority to make the determinations referred to
      in this subparagraph (3).

            (4) The Owner, upon written request from the Lessee, shall join in
      any applications for any permits, approvals or certificates required to be
      obtained by the Lessee in connection with any construction or installation
      work the Lessee is permitted to perform in the premises (provided that the
      provisions of the applicable legal requirement shall


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      require that the owner joins in such application) and shall otherwise
      cooperate with Lessee in connection therewith provided that the owner
      shall not be obligated to incur any out-of-pocket cost or expense
      including, without limitation, attorney's fees and disbursements unless
      Lessee shall pay such reasonable cost or expense. The existence of this
      subparagraph (4) shall not in and of itself be construed to create any
      governmental requirement for a Clause Y Owner to join in, make or obtain
      any application referred to herein if no such governmental requirement
      would otherwise have existed but for this subparagraph (4).

For purposes of this paragraph (g) the term "Clause Y Owner" shall mean the type
of Owner described in clause (y) of paragraph (a) of Section 31 of this
Agreement, and the term "Operating Agreement" shall mean the lease, contractual
or other agreement referred to in said clause (y) with a private party covering
the building of which the premises is a part or covering a portion thereof of
which the premises is a part.

      (g) The Port Authority hereby represents that on the date of this
Agreement there is no existing mortgage on the building in which the premises
are located and that there is no existing ground lease covering the underlying
land on which such building is located.

      (h) In the event the Lessee applies for a reduction in the commercial rent
tax pursuant to the Commercial Revitalization Program with the New York City
Department of Finance Property Division, the Port Authority agrees to sign the
necessary certificate or application required to obtain such reduction, provided
that such signing by the Port Authority is required by the applicable
governmental authority and provided further that if the Port Authority is
required by such application to pay any fees, charges or monies of any kind in
connection therewith, the Lessee, within ten (10) days of demand therefor, will
reimburse the Port Authority such amounts as are expended by the Port Authority
in connection therewith. The Port Authority is making no representation,
warranties or assurances of any kind that the Lessee is entitled to or will be
granted a reduction in the commercial rent tax.

Section 48. Additional Provisions Relating to Termination

      (a) The Lessee shall have the right to terminate this Agreement and the
letting hereunder effective July 31, 2000 solely as to Area A-3 and/or as to
portions of its premises located on the 8th and/or 9th floors of the building
in which its premises are located provided that (1) the Lessee shall have given
to the Port Authority unconditional written notice of its election so to
terminate (hereinafter in this paragraph (a) called the "Lessee's Termination
Notice") not later than December 31, 1999, (2) the Lessee's Termination Notice
shall specifically designate the portion or portions of the premises to be
terminated pursuant to this paragraph (a), (3) the portion or portions of the
premises as to which the Lessee exercised its termination right hereunder shall
be commercially marketable for letting to a third party, and (4) the aggregate
number of rentable square feet that can be terminated by the Lessee pursuant to
this paragraph (a) shall not exceed 39,000 rentable square feet.

      (b) The Lessee shall have the right to terminate this Agreement and the
letting hereunder solely as to the entire premises effective on any Applicable
Termination Date provided that (1) the Lessee shall have given to the Port
Authority unconditional written notice of its election so to terminate, received
by the Port Authority not later than three hundred sixty-five (365) days prior
to the Applicable Termination Date, (2) on or prior to the Applicable
Termination Date, the Lessee shall deliver to the Port Authority a certified or
cashier's check payable to the Port Authority and drawn on a banking institution
having an office within the Port of New York District in the sum of the
following amounts: (x) the Applicable Termination Amount and (y) the Termination
Reimbursement Amount as determined in accordance with the provisions


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of subparagraph (D) of paragraph (p) of Section 12 of this Agreement.

      (c) The Lessee shall have the right to terminate this Agreement and the
letting hereunder effective on the Applicable Termination Date as to its entire
premises located on the 8th and 9th floors of the Building or a lesser portion
or portions thereof on such floors as is so designated by the Lessee, each
lesser portion or portions thereof as is designated by the Lessee to consist of
a contiguous block of space of not less than five thousand (5,000) rentable
square feet provided that: (1) the Lessee shall have given to the Port Authority
unconditional written notice of its election so to terminate, received by the
Port Authority not later than three hundred sixty-five (365) days prior to the
Applicable Termination Date and (2) on or prior to the Applicable Termination
Date, the Lessee shall deliver to the Port Authority a certified or cashier's
check in the Applicable Termination Amount payable to the Port Authority and
drawn on a banking institution having an office within the Port of New York
District.

      (d) In the event that the Lessee, pursuant to and in accordance with the
provisions of paragraph (a) of Section 45, extends the term of the letting
thereunder, then the Lessee shall have the right to terminate this Agreement and
the letting hereunder effective on the Applicable Termination Date solely as to
(i) the entire premises or (ii) portions of its premises located on the 8th
and/or 9th floors of the building in which its premises are located, provided
that (1) the Lessee shall have given to the Port Authority unconditional written
notice of its election to so terminate (hereinafter in this paragraph (d) called
the "Lessee's Termination Notice") received by the Port Authority not later than
April 30, 2016, (2) the Lessee's Termination Notice shall specifically designate
the portion or portions of the premises to be terminated pursuant to this
paragraph (d) if the Lessee is not terminating the letting of the entire
premises and (3) in the event the Lessee is terminating the letting of a portion
or portions of the premises only, then such terminated portion or portions of
the premises shall be commercially marketable for letting to a third party.

      (e) No notice of termination served by the Lessee in accordance with
paragraph (a), paragraph (b), paragraph (c) or paragraph (d) of this Section
shall be effective (and any such notice given shall be deemed null and void)
unless given strictly in accordance with the requirements of each of said
respective paragraphs, including, in the case of paragraph (b), payment of the
Applicable Termination Amount and Termination Reimbursement Amount and in the
case of paragraph (c), payment of the Applicable Termination Amount, each in the
full amount required and in the manner and on the date set forth therein for
payment. Without limiting the foregoing, the Lessee shall have no right to
terminate the letting of the entire premises or as to any portion of the
premises other than as specifically provided herein and shall only have a right
so to terminate the letting if the necessary prior notice has been served in a
timely manner and in the event of termination pursuant to said paragraph (b),
payment of the Applicable Termination Amount and the Termination Reimbursement
Amount is made on or prior to the Applicable Termination Date, and in the event
of termination pursuant to said paragraph (c), payment of the Applicable
Termination Amount is made to the Port Authority on or prior to the Applicable
Termination Date.

      (f) In the event the Lessee has served an effective notice of termination
under this Section, this Agreement, the letting hereunder as to the entire
premises or a portion or portions thereof, as the case may be, shall cease and
expire on the Applicable Termination Date as fully and completely as if such
date were the expiration date of the letting thereof as originally set forth in
Section 2 of this Agreement.

      (g) As used in this Section 48, the following terms shall mean as follows:

            (i) "Applicable Termination Date" for purposes of paragraph (b) and
      paragraph (c) of this Section 48 shall mean the day preceding the fifth
      (5th) anniversary of the


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      Commencement Date and the day preceding the tenth (10th) anniversary of
      the Commencement Date.

            (ii) "Applicable Termination Date" for purposes of paragraph (a) of
      this Section 48 shall mean July 31, 2000.

            (iii) "Applicable Termination Date" for purposes of paragraph (d) of
      this Section 48 shall mean April 30, 2017.

            (iv) "Applicable Termination Amount" for purposes of paragraphs (b)
      and (c) of this Section 48 shall mean an amount determined by multiplying
      the number of rentable square feet as to which the letting has been
      terminated by the following per rentable square foot sums with respect to
      the indicated Applicable Termination Dates: (A) the day preceding the
      fifth (5th) anniversary of the Commencement Date - the sum of Twenty
      Dollars and Nineteen Cents ($20.19); and (B) the day preceding the tenth
      (10th) anniversary of the Commencement Date - the sum of Twenty-two
      Dollars and Twelve Cents ($22.12).

      (h) In the event the Lessee elects to terminate this Agreement and the
letting hereunder pursuant to paragraph (a) or paragraph (c) of this Section 48
then notwithstanding the termination of the letting of a portion or portions of
the premises the Lessee shall continue to pay the Facility Rental and the
Construction Rental provided in Section 12 of this Agreement without reduction
or abatement of any kind.

      (i) In the event that the Lessee elects to terminate the letting of a
portion or portions of the initially let premises pursuant to paragraph (a) or
paragraph (c) of this Section 48, then effective as of the day immediately
following the effective date of such termination, the annual basic rental set
forth in paragraphs (b), (c) and (d) of Section 4 of this Agreement applicable
to the respective rental periods remaining in the balance of the term of the
letting following the effective date of any such termination notice up to the
Expiration Date shall be reduced by the product obtained by multiplying the
annual rentable square foot rate applicable to each remaining rental period by
the number of rentable square feet in the initially let premises as to which the
letting has been terminated. For purposes of this paragraph (h) the term "annual
rentable square foot rate" shall mean as follows:

         Rental period August 1, 2000 through July 31, 2005   -        $26.75

         Rental period August 1,2005 through July 31, 2010    -        $28.50

         Rental period August 1, 2010 through balance of the  -        $32.50
                 term of the letting

In the event the Lessee elects to terminate the letting of a portion or portions
of the premises which are not part of the initially let premises pursuant to
paragraph (a) or paragraph (c) of this Section 48, then the annual basic rental
applicable to the portions of such non-initially let premises remaining a part
of the premises subsequent to such termination shall be reduced in the same
manner as the reduction for the initially let premises as provided in the
preceding sentence except that the "annual rentable square foot rate" shall be
computed based upon the annual basic rental rate per rentable square foot for
such premises.

In the event the Lessee elects to terminate the letting of a portion or portions
of the premises pursuant to paragraph (d) of this Section 48, then the annual
basic rental rate in effect for the extension period described


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in paragraph (a) of Section 45 shall be reduced as of the day following the
effective date of such termination by the product obtained by multiplying the
annual per rentable square foot rate in effect for the premises for such
extension period by the number of rentable square feet in the terminated portion
or portions of the premises. In addition, following the effective date of
termination of a portion of the premises pursuant to paragraphs (a), (c) or (d)
of this Section 48, for purposes of determining additional basic rental
subsequent to such termination pursuant to Schedule A (or such other applicable
comparable schedule) for the remaining premises, the term "rentable square feet"
shall exclude the number of rentable square feet as to which the letting has
been terminated hereunder.

Section 49. Roof Space

      During the term of the letting under this Agreement the Lessee may give
the Port Authority written notice that it desires the use of space located on
the roof of the building in which the premises are located for the installation
thereon by the Lessee, at its sole cost and expense, of a microwave "satellite"
dish or a "whip antenna" to be used solely and exclusively by the Lessee for and
in connection with the Lessee's permitted operations under the Section of this
Agreement entitled "Rights of User by the Lessee" (and in no event to be made
available by the Lessee to the public for any commercial purpose or to be used
by the Lessee in any manner inconsistent with or beyond the scope of its
permitted operations in the premises). If at the time of the Port Authority's
receipt of such notice from the Lessee, the Lessee is not under a notice of
termination served by the Port Authority, and this Agreement is in effect, the
Port Authority will make available within thirty (30) days after receipt of a
written request from the Lessee the roof space (hereinafter sometimes called the
"Roof Space") shown in diagonal hatching on the space exhibit identified as
Exhibit A-4 attached hereto and hereby made a part hereof. The Lessee agrees
that its use of the Roof Space hereunder, including the installation and use of
its communication equipment thereon, shall not result in any objectionable
interference with any prior user of telecommunications or electrical equipment
in the World Trade Center or with the operation of the radio and television
broadcasting equipment installed in the World Trade Center and in the event such
objectionable interference does result, the Lessee will immediately stop the use
of the equipment or antenna producing such objectionable interference and will
not resume the use thereof until the cause of such interference is corrected.
All of the terms, covenants, conditions and provisions of this Agreement shall
apply to the Lessee's use of the Roof Space except that the Lessee shall have no
rental obligation with respect thereto, the Port Authority shall have no
obligation for finishing work or preparation of any portion of the Roof Space
for the Lessee's use, and the Port Authority will not provide cleaning services
or any other services and utilities in the Roof Space, except for electricity.
The Lessee will pay for its consumption and demand for electricity in the Roof
Space based upon a survey of the Roof Space which may be made by the Port
Authority's Engineering Department or by an independent utility consultant to be
selected by the Port Authority for the purpose of establishing the Lessee's
annual consumption of and demand for electricity therein (such consumption of
and demand for electricity being hereinafter referred to as "the Roof Space
consumption and demand"). The Roof Space consumption and demand shall be based
on the wattage of electrical equipment and the frequency and duration of the use
thereof in the Roof Space. The Lessee's annual Roof Space consumption and demand
shall be divided by the number of "billing periods" per year established by the
public utility company supplying electricity in the vicinity of the building on
which the Roof Space is located so as to determine the Lessee's Roof Space
consumption and demand per billing period. In lieu of determining the Lessee's
Roof Space consumption and demand by survey, the same may be measured by meter
which the Port Authority may at its option, exercised at any time during the
period of the Lessee's use and occupancy of the Roof Space install on or off the
space and in the event any such meter fails to record the Lessee's Roof Space
consumption and demand, the Lessee's Roof Space consumption and demand for any
period that a meter is out of service will be considered to be the same as the
Roof Space consumption and demand for a like period either immediately before or
immediately after


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such interruption as selected by the Port Authority. The Port Authority shall
compute the cost of the Lessee's Roof Space consumption and demand either as
determined by the survey or measured by meter based on the rates (including the
fuel or other adjustment factor if any) which the Lessee under the service
classification applicable to the Lessee as of the date of each billing period
would be required to pay if the Lessee had purchased electricity directly from
the public utility company supplying the same to commercial buildings in the
vicinity of the World Trade Center. The Lessee shall pay the cost of the Roof
Space consumption and demand for each such billing period to the Port Authority
within fifteen (15) days after demand therefor based upon the foregoing rate and
the same shall be deemed additional rental collectible in the same manner and
with like remedies as if it were a part of the basic rental reserved under this
Agreement. The determination of consumption and demand by survey shall be
effective until the next succeeding survey and shall be binding and conclusive
on both the Lessee and the Port Authority as to all matters, including but not
limited to the frequency and duration of use of equipment in the Roof Space. The
cost of each such survey shall be borne by the Port Authority, provided that if
the Lessee installs additional equipment in the Roof Space in accordance with
the provisions of the Section of this Agreement entitled "Construction by the
Lessee" or otherwise which may result in a greater Roof Space consumption and
demand, the Port Authority may direct a new survey to establish the Roof Space
consumption and demand and the cost thereof shall be borne by the Lessee. Any
method of measurement used herein shall not preclude the Port Authority from
reverting to the use of any prior method. The provisions of paragraph (c) (ii)
of the Section of this Agreement entitled "Services and Utilities" shall apply
to the Roof Space, and such provisions shall be deemed incorporated in this
Section by reference. The Port Authority makes no representation or warranty as
to the suitability of the Roof Space for the operations permitted thereon by the
provisions of this Section. The Lessee shall unconditionally accept the Roof
Space in its entirety, in its "as is" condition such Roof Space is made
available to the Lessee. The Lessee's license to use the Roof Space shall
commence on the date such space is made available to the Lessee and shall end on
the Expiration Date, as such date is defined in Section 2 of this Agreement, or
such earlier date as this Agreement and the letting hereunder is terminated. The
Lessee's use of the Roof Space hereunder shall be subject to and in accordance
with all of the terms, covenants, provisions and conditions of this Agreement
except as herein set forth, provided that the Port Authority will not be
obligated to make the Roof Space available to the Lessee if on the intended
commencement date of use, the Lessee is under a notice of termination served by
the Port Authority, or if on such date this Agreement is not in effect. Upon
request of either the Port Authority or the Lessee, both parties shall execute
such form of agreement as shall in the opinion of both the Port Authority,
acting in a non-arbitrary and non-capricious manner, and the Lessee, acting in a
reasonable manner, be desirable, confirming the license of the Roof Space on the
terms set forth herein. If the Lessee uses and occupies Roof Space pursuant to
the provisions of this Section, the Lessee, subject to the applicable terms and
conditions of this Agreement, shall have the right to use and occupy such space
as may be reasonably designated by the Port Authority in the shafts and
passageways leading to the Roof Space (the space in the shafts and passageways
leading to the Roof Space described in this sentence being sometimes hereinafter
in this Agreement collectively called "the common use area") for the purpose of
installing and maintaining ducts, wires, lines, and cables connecting the
equipment installed and operated by the Lessee in the Roof Space to the
building's electrical system. The Lessee will be responsible at its sole cost
and expense for the installation, maintenance, and operation of all equipment,
ducts, wires, lines, and cables required for its operations in the Roof Space,
whether such equipment, ducts, wires, lines, and cables are located on the Roof
Space or in the common use area and all such equipment, ducts, wires, lines, and
cables shall be installed subject to and in accordance with the provisions of
this Agreement. The common use area shall be used by the Lessee in common with
such other cables, conduits and installations as may be located therein by the
Port Authority or by third parties and the Lessee's right to the use of such
area shall extend only to the space actually physically occupied by such ducts,
wires, lines, and cables as the Lessee shall install therein subject to the
provisions of this Agreement.


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Section 50. Additional Provisions Regarding Cleaning

      It is hereby acknowledged that the Lessee under the Existing Lease has
provided its own cleaning services in the entire premises and that the Lessee
will continue to do so until it notifies the Port Authority in accordance with
the provisions of this Section 50 that it elects to have the Port Authority
perform cleaning services in the entire premises. For purposes of this Section
50, the term "Self Cleaning Period" shall mean any period during the term of the
letting hereunder that the Lessee provides its own cleaning services in the
premises. Prior to providing its own cleaning services the Lessee shall obtain
the prior approval, which approval shall not be unreasonably withheld, of the
Port Authority of the Lessee's cleaning contractor and of the Lessee's plans and
arrangements for the performance of such work. The Port Authority hereby
consents to the continued use of the cleaning contractor used by the Lessee
under the Existing Lease and of the plans and arrangements used by the Lessee
under the Existing Lease unless the Port Authority has objected to such plans
and arrangements prior to the date of this Agreement. In connection with such
services the Lessee shall adopt and enforce such practices and procedures,
including contractual provisions relating to labor harmony, as the Port
Authority may reasonably require. The Lessee during any annual period occurring
during the Self Cleaning Period shall be entitled to an annual cleaning credit
in an amount equivalent to the product obtained by multiplying the annual per
rentable square foot rate set forth in Schedule G, attached to this Agreement
and hereby made a part hereof, opposite such annual period by the number of
rentable square feet then contained in the premises less the number of rentable
square feet in Area A-3 and in the Roof Space. In the event that subsequent to
determination of such annual cleaning credit, the Lessee is entitled to an
abatement or reduction of the basic rental payable under this Agreement in
accordance with the provisions of this Agreement for any annual period,
including but not limited to a reduction in basic rental resulting from a
termination of the letting of a portion of the premises pursuant to Section 48
of this Agreement, then during such period as such abatement or reduction
remains in effect, the Lessee shall not be entitled to the annual cleaning
credit for the number of rentable square feet in the premises as to which the
rental is being reduced or abated or as to which the letting was terminated
pursuant to the provisions of said Section 48 of this Agreement, as the case may
be. The annual credit shall be applied by the Port Authority solely against the
Lessee's rental obligations falling due during the Self Cleaning Period, such
credit to be applied in equal monthly installments, each monthly installment to
be one-twelfth (1/12)of the amount of such annual cleaning credit. In the event
this Agreement is terminated or expires during the Self Cleaning Period on other
than the last day of a calendar month, then the credit against rental for such
month shall be the product obtained by multiplying 1/12 of the annual cleaning
credit by a fraction the numerator of which shall be the number of days the
letting was in effect in such month and the denominator of which shall be the
number of days in such month. In the event that the period of Self Cleaning by
the Lessee during any annual period is less than twelve full calendar months,
then the annual cleaning credit for such annual period shall be the product
obtained by multiplying the annual cleaning credit set forth in Schedule G for
such annual period by a fraction, the numerator of which shall be the number of
whole calendar months the Lessee provided its own cleaning in such annual period
and the denominator shall be twelve (12). The Lessee from and after August 1,
2000 shall have the single right to elect, in lieu of providing its own cleaning
in the entire premises, to have the Port Authority provide such cleaning
services in the premises as are described in paragraph (a)(4) of Section 42 of
this Agreement, provided that the Lessee gives the Port Authority not less than
sixty (60) days prior notice and the effective date selected by the Lessee for
commencement of cleaning by the Port Authority is the first day of a calendar
month.

      In the event that pursuant to the provisions of this Section 50, the
Lessee has elected to have the Port Authority provide cleaning services in the
premises, then the Lessee shall thereafter have the one time right to elect to
provide its own cleaning services in the entire premises, provided that the
Lessee gives the Port Authority not less than sixty (60) days prior notice and
provided that the effective date for the


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resumption of cleaning by the Lessee shall be the first day of a calendar month.
Notwithstanding that the Lessee may provide its own cleaning, the Lessee during
the period it is providing its own cleaning shall pay the Port Authority the
Port Authority's reasonable cost of transporting the Lessee's collected waste to
trash handling areas and removing same from the building in which the premises
are located. Neither the Lessee nor its contractor shall be permitted to use
janitorial closets on any floor of the premises unless the entire floor is let
to the Lessee.

Section 51. Existing Lease

      (a) The Port Authority and the Lessee's predecessor in interest, The First
Boston Corporation, have heretofore entered into an agreement of lease dated as
of May 10, 1979, and identified by Port Authority Lease No. WT-2209-N-6 (1497),
which agreement of lease, as the same has been heretofore supplemented and
amended, is hereinafter called the "Existing Lease".

      (b) Effective as of 11:59 o'clock P.M. on December 31, 1998 (which date
and hour is hereinafter referred to as the "Existing Lease Surrender Date"), the
Lessee hereby surrenders and yields up and does by these presents grant,
bargain, sell, surrender and yield up to the Port Authority, its successors and
assigns, forever the entire premises under the Existing Lease (such premises
under the Existing Lease being hereinafter referred to as the "Existing
Premises") and the term of years with respect thereto under the Existing Lease
yet to come, and has given, granted and surrendered and by these presents does
give, grant and surrender to the Port Authority, its successors and assigns,
all the rights, rights of renewal, licenses, privileges and options of the
Lessee granted by the Existing Lease with respect to the Existing Premises, all
to the intent and purpose that the said term under the Existing Lease and the
said rights of renewal, licenses, privileges and options may be wholly merged,
extinguished and determined on the Existing Lease Surrender Date with the same
force and effect as if the said term were in, and by the provisions of the
Existing Lease originally fixed to expire on such date and further to the extent
and purpose that all obligations and rights of the parties under the Existing
Lease end on the Existing Lease Surrender Date except for accrued obligations
which are unpaid or unsatisfied thereunder on such Existing Lease Surrender
Date.

      (c) The Lessee shall not be required to remove or change any of the
construction or installation work performed, or any improvements made, in the
Existing Premises, or to remove therefrom any furniture, equipment, signs,
inventories, trade fixtures and/or other personal property of the Lessee or for
which the Lessee is responsible as of the Existing Lease Surrender Date. The
Lessee's continued occupancy of the Existing Premises after the Existing Lease
Surrender Date pursuant to the provisions of this Agreement shall be deemed
delivery by the Lessee to the Port Authority of the Existing Premises for the
purposes of paragraph (b) of this Section.

      (d) The Lessee shall have the non-exclusive right, subject to and in
accordance with the terms and conditions of this Agreement, to continue to use,
maintain and replace for the term of the letting hereunder all ducts and
conduits it was permitted to use under the Existing Lease solely for the
purposes it was permitted to use same for its operations under the Existing
Lease.

Section 52. Mechanical Equipment Room

      The Lessee shall use Area A-3 for the maintenance and operation of
mechanical equipment and pipes, lines and connections therefor previously
installed therein by the Lessee under the Existing Lease for the furnishing by
the Lessee of air conditioning to Area A. The Port Authority will supply
electricity to the Lessee and the Lessee will pay for same as provided for in
paragraph (c) of Section 42 of this Agreement


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except that the quantity of the electricity to be furnished by the Port
Authority to Area A-3 shall be that amount previously furnished to the Lessee
in such mechanical equipment room by the Port Authority pursuant to the Existing
Lease. Except for the supply of electricity, the Port Authority will not
supply any other utilities or services of any kind to Area A-3.

Section 53. Entire Agreement

      This Agreement consists of the following: pages 1 through 98 inclusive,
plus Exhibits A, A-1, A-2, A-2A, A-2B, A-3, A-4, C, R, X and Y and Schedules A,
A-5, B, B-1, C, D, G, H, M and 0 and Appendix B. It constitutes the entire
agreement of the parties on the subject matter hereof and may not be changed,
modified, discharged or extended except by written instrument duly executed by
the Port Authority and the Lessee. The Lessee agrees that no representations or
warranties shall be binding upon the Port Authority unless expressed in writing
in this Agreement.

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

                                        THE PORT AUTHORITY OF NEW YORK
                                                AND NEW JERSEY

ATTEST:

/s/ [Illegible]                         By /s/ [Illegible]
----------------------------------        --------------------------------------
                         SECRETARY      (Title) DIRECTOR OF REAL ESTATE
                                                --------------------------------
                                                        (SEAL)


ATTEST:                                 CREDIT SUISSE FIRST BOSTON CORPORATION

/s/ [Illegible]                         By /s/ [Illegible]
----------------------------------        --------------------------------------
Assistant Secretary                     Title Director
                                              ----------------------------------
                                                      (CORPORATE SEAL)


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