Exhibit 10.28


 


LEASE


 


 


Between


 


 


205-215 LEXINGTON AVENUE ASSOCIATES LLC,


 


 


as Landlord,


 


 


and


 


 


TANGOE, INC.,


 


as Tenant.


 


 


Premises: A portion of the TENTH (10th) Floor, known as Suite 1000,

at

205 Lexington Avenue 

New York, New York


 


Date: September 21st, 2009


 

















 


INDEX
TO LEASE


	
  SECTION

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  Premises, Term, Rent, Definitions

  	
   

  	
  1

  
	
  2.

  	
  Use

  	
   

  	
  3

  
	
  3.

  	
  Condition of the Demised Premises: AS IS Condition

  	
   

  	
  7

  
	
  4.

  	
  When Demised Premises Ready for Occupancy

  	
   

  	
  8

  
	
  5.

  	
  Adjustments of Rents

  	
   

  	
  8

  
	
  6.

  	
  Intentionally Left Blank

  	
   

  	
  11

  
	
  7.

  	
  Subordination, Notice to Lessors and Mortgagees

  	
   

  	
  11

  
	
  8.

  	
  Quiet Enjoyment

  	
   

  	
  14

  
	
  9.

  	
  Brokerage

  	
   

  	
  14

  
	
  10.

  	
  Compliance with Laws

  	
   

  	
  14

  
	
  11.

  	
  Insurance and Indemnity

  	
   

  	
  15

  
	
  12.

  	
  Rules and Regulations

  	
   

  	
  19

  
	
  13.

  	
  Tenant’s Changes

  	
   

  	
  19

  
	
  14.

  	
  Tenant’s Property

  	
   

  	
  22

  
	
  15.

  	
  Repairs and Maintenance

  	
   

  	
  23

  
	
  16.

  	
  Electricity

  	
   

  	
  25

  
	
  17.

  	
  Heat, Ventilation and Air-Conditioning

  	
   

  	
  26

  
	
  18.

  	
  Landlord’s Other Services

  	
   

  	
  27

  
	
  19.

  	
  Access, Changes in Building Facilities, Name

  	
   

  	
  29

  
	
  20.

  	
  Notice of Accidents

  	
   

  	
  31

  
	
  21.

  	
  Non-Liability of Landlord in Certain Circumstances, Exculpation

  	
   

  	
  31

  
	
  22.

  	
  Destruction or Damage

  	
   

  	
  32

  
	
  23.

  	
  Condemnation

  	
   

  	
  34

  
	
  24.

  	
  Surrender

  	
   

  	
  35

  
	
  25.

  	
  Conditions of Limitation

  	
   

  	
  36

  
	
  26.

  	
  Re-entry by Landlord

  	
   

  	
  38

  
	
  27.

  	
  Damages

  	
   

  	
  39

  
	
  28.

  	
  Waivers

  	
   

  	
  41

  



 

















 


	
  29.

  	
  No Other Waivers or Modifications

  	
   

  	
  42

  
	
  30.

  	
  Curing Tenant’s Defaults, Additional Rent

  	
   

  	
  42

  
	
  31.

  	
  Parties Bound

  	
   

  	
  43

  
	
  32.

  	
  Notices

  	
   

  	
  43

  
	
  33.

  	
  Estoppel Certificate, Memorandum

  	
   

  	
  44

  
	
  34.

  	
  Directory Listings

  	
   

  	
  45

  
	
  35.

  	
  No Other Representations, Construction, Governing Law

  	
   

  	
  45

  
	
  36.

  	
  Assignment, Mortgaging, Subletting, Etc.

  	
   

  	
  46

  
	
  37.

  	
  Security Deposit

  	
   

  	
  52

  
	
  38.

  	
  Change of Location

  	
   

  	
  54

  
	
  39.

  	
  Late Charges

  	
   

  	
  55

  
	
  40.

  	
  Miscellaneous

  	
   

  	
  55

  
	
  41.

  	
  Right of First Offer

  	
   

  	
  57

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Signatures

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Acknowledgment

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
   

  	
  A-1

  
	
  EXHIBIT B

  	
   

  	
  B-1

  
	
  EXHIBIT C

  	
   

  	
  C-1

  
	
  EXHIBIT D

  	
   

  	
  D-1

  
	
  EXHIBIT E

  	
   

  	
  E-1

  
	
  EXHIBIT
  F

  	
   

  	
  F-1

  



 

















 


LEASE, dated as of September        ,
2009, between 205-215 LEXINGTON AVENUE
ASSOCIATES LLC, a New York limited liability company having an
office at c/o Somerset Management Ltd., 205 Lexington Avenue, New York, New
York 10016 (hereinafter called “Landlord”), and TANGOE, INC., a Delaware corporation, having an office at 205
Lexington Avenue, New York, New York 10016 (hereinafter called “Tenant”):


 


W I T N E S S E T H:


 


1.                                      Premises,
Term, Rent, Definitions.


 


1.01         Landlord
hereby leases to Tenant, and Tenant hereby rents from Landlord, the premises
hereinafter described, in the building known as 205 Lexington Avenue, New York,
New York 10016 (hereinafter called the “Building”) for the term
hereinafter stated, for the rents hereinafter reserved and upon and subject to
the conditions (including limitations, restrictions and reservations) and
covenants hereinafter provided.  The plot
of land on which the Building is erected is hereinafter called the “Land.”  The Building and the Land are collectively
referred to herein as the “Real Property.” 
Each party hereto hereby expressly covenants and agrees to observe and
perform all of the conditions and covenants herein contained on its part to be
observed and performed.  The obligations
of Tenant, if comprised of more than one person or entity or both, shall be
joint and several.


 


1.02         The
premises hereby leased to Tenant are a portion of the tenth (10th) floor of the Building
consisting of 5,707 rentable square feet as approximately shown on the floor
plan set forth in Exhibit A and known as suite No. 1000.  Said premises together with all fixtures and
equipment that at the commencement, or during the term, of this Lease are
thereto attached (except items not deemed to be included therein and removable
by Tenant as provided in Article 14) constitute and are hereinafter called the “Demised Premises.”


 


1.03         The
term of this Lease (“Term”), for which the Demised Premises are hereby
leased, shall commence on September 21st, 2009, (such date of commencement hereinafter
called the “Commencement Date”) and shall continue through and until September 20th, 2014, for a Term of five (5) years
from the Commencement Date, unless canceled or terminated pursuant to any of
the conditions or covenants of this Lease or pursuant to law.  The date upon which this Lease shall end is
sometimes hereinafter called the “Expiration Date.” 
Landlord and Tenant shall enter into a supplementary agreement in
recordable form reflecting the Commencement Date.  The failure to execute such supplementary
agreement shall not impair any party of its rights and obligations pursuant to
this Lease.


 


In the event that the Tenant
executes and delivers the Lease, as agreed to by the parties, to Landlord prior
to September 18th, 2009 and the
Landlord thereafter fails to execute the Lease and provide a copy to Tenant
along with the delivery of possession of


 


1

















 


and the keys to the Demised
Premises on or before September 21st, 2009, the Rent (as hereinafter defined) shall
abate from the Commencement Date as follows:


 


(a)           If
the Commencement Date occurs on or before October 21st, 2009, for the period from September 21st, 2009 until October 20th, 2009 at the rate of one (1) day’s
Rent for each day or portion thereof until the Commencement Date; and, if
applicable,


 


(b)           for
the period from October 21st, 2009 until the Commencement Date, at the rate of
two (2) day’s Rent for each day or portion thereof until the Commencement
Date.


 


Notwithstanding the above,
in the event that the Commencement Date does not occur until on or after November 21st, 2009, the Tenant reserves
the right within thirty (30) days thereafter to provide Landlord with a notice
of termination of this Lease to be effective no later than thirty (30) days
after Landlord’s receipt of such notice of termination.  Landlord shall promptly release and return
the Security Deposit to Tenant.


 


This Agreement may be signed
in counterpart or duplicate copies or via facsimile or e-mail transmission, and
any signed counterpart or duplicate copy or executed facsimile or e-mail copy
hereof shall be equivalent to a signed original for all purposes.  The parties acknowledge that, although each
party shall endeavor to provide to the other signed original counterparts of
this Agreement, any failure to deliver such originals shall not affect the
enforceability of fully-executed facsimile counterparts hereof.


 


1.04         The
rents reserved under this Lease, for the term thereof, shall be and consist of:


 


(a)           Fixed
Rent as set forth in Exhibit E attached hereto and made part hereof in the
column entitled “Fixed Rent,” together with electric charges (collectively “Monthly Rent”)
and any additional rent (as defined below) which sum shall be due and payable
in equal monthly installments (prorated for any partial month) in advance on
the first day of each and every calendar month during the Term of this
Lease.  The first monthly installment of
Fixed Rent, prorated from the Commencement Date, is being paid upon the
execution of this Lease and Landlord acknowledges receipt of a check subject to
collection in the amount of Five Thousand Three Hundred Eighty-Nine and 90/100
($5,389.90) Dollars in payment thereof.


 


(b)           In
addition, Tenant shall pay, during the entire term of this Lease, additional
rent consisting of all other sums of money as shall become due from and payable
by Tenant to Landlord hereunder (for default in the payment of which Landlord
shall have the same remedies as for a default in the payment of Fixed Rent).


 


1.05         (a)           All Fixed Rent and additional rent
(which includes electricity charges) (collectively referred to herein as “Rent”)
shall be paid to Landlord at its office, or such other place, or to such agent
and at such place, as Landlord may designate by written notice to Tenant, in
lawful money of the United States of America. 
Such payment of rent


 


2

















 


shall be in cash or by check
(drawn upon a bank whose principal office is located within the continental
United States of America) subject to collection, or by wire transfer without
demand or notice, deduction, set-off, abatement or reduction of any kind,
except as expressly set forth in this Lease.


 


(b)           If
Landlord receives from Tenant any payment less than the sum of the Fixed Rent
and additional rent then due and owing pursuant to this Lease, Tenant hereby
waives its right, if any, to designate the items to which such payment shall be
applied and agrees that Landlord in its sole discretion may apply such payment
in whole or in part to any Fixed Rent, additional rent or to any combination
thereof then due and payable hereunder.


 


(c)           Unless
Landlord shall otherwise expressly agree in writing, acceptance of any portion
of the Rent from anyone other than Tenant shall not relieve Tenant of any of
its other obligations under this Lease, including the obligation to pay other
Rent, and Landlord shall have the right at any time, upon notice to Tenant, to
require Tenant to pay the Rent payable hereunder directly to Landlord.  Furthermore, such acceptance of Rent shall
not be deemed to constitute Landlord’s consent to an assignment of this Lease
or a subletting or other occupancy of the Demised Premises by anyone other than
Tenant, nor a waiver of any of Landlord’s right or Tenant’s obligations under
this Lease.


 


(d)           Landlord’s
failure to bill on a timely basis all or any portion of any amount payable
pursuant to this Lease for any period during the term hereof shall, neither
constitute a waiver of Landlord’s right to collect ultimately such amount or to
bill Tenant at any subsequent time retroactively for the entire amount so
unbilled, which previously unbilled amount shall be payable within thirty (30)
business days after being so billed.


 


1.06         Notwithstanding
anything to the contrary, but provided that Tenant is not in monetary default
(after applicable notice and cure periods) under any of the terms, covenants,
and conditions in this Lease on Tenant’s part to observe, perform or comply
with, Tenant shall not be obligated to pay the Fixed Rent payable under this
Lease for the following months: November 2009, December 2009, October 2010
and November 2010, of the Lease Term, for a rent credit in the aggregate
amount of Sixty Five Thousand Three Hundred Twenty Six and 12/100 ($65,326.12)
Dollars (the “Free Rent”).


 


1.07         The
phrases and terms defined in Exhibit F are incorporated by reference herein,
including all capitalized terms not defined in the body of this Lease.


 


2.                                      Use.


 


2.01         (a)           The Demised
Premises shall be used for first class executive, administrative and general
offices and for no other purpose whatsoever.


 


(b)           Except as
herein specifically permitted, Tenant shall not use, generate, manufacture,
store or dispose of any Hazardous Substance on, under or about the


 


3

















 


Demised Premises or the
Building nor transport any Hazardous Substance thereto (except chemicals
customarily used in ordinary cleaning activities in a building comparable to
the Building and incidental to the operation of ordinary business machines such
as photocopiers).  Tenant shall maintain
records of all Hazardous Substances situated on, under or about the Demised
Premises and the disposal or transportation of the same so as to comply with
all Environmental Laws and shall, as prescribed by law, make all reports to all
appropriate Governmental Authorities respecting such transportation, disposal,
storage or release of any such Hazardous Substance.  Notwithstanding the preceding provisions of
this paragraph (b), Tenant shall immediately advise Landlord, in writing, of
any and all enforcement, clean-up, remediation, removal or other governmental
or regulatory actions instituted, completed or threatened pursuant to any
applicable Environmental Laws relating to any Hazardous Substances affecting
the Premises; all claims, made or threatened by any person (including a
Governmental Authority) against the Demised Premises, Tenant or Landlord
relating to any damage, injury, costs, remedial action or cost recovery
compensation arising out of or due to the existence of any such Hazardous
Substance in or about the Demised Premises.


 


(c)           Tenant
shall remove all Hazardous Substances which it introduced or disposed of (or on
behalf of Tenant were introduced or disposed of) into or within the Demised
Premises from the Demised Premises upon the expiration or earlier termination
of the Term.


 


(d)           Tenant
shall defend, indemnify and hold the Indemnities harmless from and against all
actions, causes of action, claims, lawsuits, administrative proceedings,
hearings, judgments, awards, fines, penalties, costs (including legal,
engineers’, experts’, investigatory and consulting fees), damages, remediation
activities and clean-up costs, liens, 
and all other liabilities incurred by any of Landlord,  its officers, 
directors, shareholders, employees and agents, whenever incurred on or
after the Commencement Date, arising out of any Tenant’s act or failure to act
resulting in (i) the existence or presence (or alleged existence or
presence) on or about the Building of any Hazardous Substance or the release of
any Hazardous Substance into the environment; (ii) the occurrence or
existence on or about the Building of any Hazardous Activity or Hazardous
Condition; (iii) any personal injury or property damage resulting from any
Hazardous Activity on or about the Building or the existence of a Hazardous
Condition at the Building; (iv) the violation of any Environmental Law; or
(v) the commencement or prosecution of any judicial or administrative
procedure arising out of any claims under any Environmental Law or common law
cause of action in which Landlord is named a party or in which it may
intervene.


 


(e)           Notwithstanding
anything herein set forth to the contrary, Tenant shall not use nor suffer or
permit, throughout the term of this Lease, the Demised Premises or any portion
thereof to be used for any of the following enterprises or purposes:


 


(i)            An employment agency (but any offices used by Tenant for
Tenant’s recruitment of personnel or for training such Tenant’s personnel in


 


4

















 


connection with Tenant’s business shall not
be deemed to be a violation of this restriction);


 


(ii)           Offices for any governmental agency, public corporation,
commission or quasi-governmental entity or any Person not subject to lawsuit in
either the courts of the United States or the State of New York located in New
York County;


 


(iii)          An embassy or consular office;


 


(iv)          Health care professionals, including any medical,
dentistry, chiropractic, podiatry, drug or other rehabilitative office or
facility;


 


(v)           School, educational or training center;


 


(vi)          Bookstore, head shop or other enterprise a material portion
of whose business includes or whose space is devoted to the sale, leasing,
advertisement, promotion or delivery of: pornographic or sexually explicit
magazines, books, films, video tapes, computer discs, games, photographs,
pictures, posters or other material or media; sexual devices; drug paraphernalia
of any description; or which advertises or holds itself out as an “adult”
bookstore, sex shop or similar business;


 


(vii)         Messenger service;


 


(viii)        The business of photographic, multilith
or multi graph reproductions or offset printing, except in connection with
Tenant’s own business or activities;


 


(ix)           A stockbroker’s or dealer’s office or for the underwriting
or sale of securities unless used solely for general and executive offices of
such entity and not for the sale of securities to the general public, except
via telecommunications devices;


 


(x)            Clerical support facility providing services to persons
outside of the Demised Premises;


 


(xi)           Showroom or exhibition hall;


 


(xii)          A banking, trust company, or safe deposit business;


 


(xiii)         A savings bank, or a savings and loan
association or a loan company;


 


(xiv)        The  sale  of 
travelers’  checks  and/or 
foreign  money exchange;


 


5

















 


(xv)         The offices or business of a welfare, drug or alcohol
dependency treatment center, or similar agency, whether public or private;


 


Fortune tellers, tarot card
readers or similar establishments, arcade-type use, including without
limitation, amusement devices, games or machines or pool hall;


 


Betting parlors, gambling
casinos or gambling-type establishments;


 


Nightclub, disco, catering
establishment, restaurant, fast food restaurant, delicatessen, grocery store,
establishment or counter for the sale of all on- or off-premises consumption of
food or any other facility for the handling, storage, distribution or sale of
food and foodstuff; provided, however, that in connection with, and incidental
to, Tenant’s use of the Demised Premises for the purposes first set forth in Section 2.01(a),
at its expense and upon compliance with all of the terms and conditions of this
Lease and all Applicable Laws and all Requirements, may use a portion of the
Demised Premises as a pantry for the purpose only of warming prepared foods by
microwave-oven or electrical warming devices which are designed primarily for
the aforesaid purpose, and dispensing of food to its officers, employees and
invitees conducting business with Tenant. 
Tenant may also install vending machines for the exclusive use of its
officers, employees and such invitees, each of which vending machine (if it
dispenses any beverages or other liquids or refrigerates) shall have a
waterproof pan located thereunder, connected to a drain;


 


Uses that attract unusual
crowds to the sidewalks around the building or create unusual noise or disturbances;
or


 


Use by entities or
organizations that openly advocate the overthrow of, or are otherwise hostile
to, the State of Israel or espouse anti-semitic views, or are deemed by the
United States State Department to be terrorists or sponsors of terrorism.


 


(f)            The
obligations of Tenant under this Section 2.01 shall survive
the expiration or earlier termination of the Term.


 


2.02         Tenant
shall not at any time use or occupy the Demised Premises in violation of the
Certificate of Occupancy then issued for the Demised Premises or for the
Building and in the event that any department of the City or State of New York
shall hereafter contend or declare by notice, violation, order or in any other
manner whatsoever that the Demised Premises are used for a purpose which is a
violation of such Certificate of Occupancy, Tenant shall, upon receipt of
written notice from Landlord or any Governmental Authority, immediately
discontinue such use of the Demised Premises.


 


6

















 


2.03         Tenant
shall not suffer or permit the Demised Premises or any part thereof to be used
in any manner or anything to be done therein or anything to be brought into or
kept therein which, in the reasonable judgment of Landlord, shall in any way
impair or tend to impair the character, reputation or appearance of the
Building as a high quality office building, impair or interfere with or tend to
impair or interfere with any of the Building services or the proper and
economic heating, cleaning, air conditioning or other servicing of the Building
or the Demised Premises, or impair or interfere with or tend to impair or
interfere with the use of any of the other areas of the Building by, or
occasion discomfort, inconvenience or annoyance to, any of the other tenants or
occupants of the Building.  Tenant shall
not install any electrical or other equipment of any kind which, in the
reasonable judgment of Landlord, might cause any such impairment, interference,
discomfort, inconvenience or annoyance; provided, however, that the use or
installation of personal computers, computer peripherals, photocopying and
other machines customarily employed in general business offices shall be
permitted so long as such use does not (i) require consumption of
electricity in excess of the service required to be provided to the Demised
Premises hereunder to be exceeded, (ii) cause any vibration to affect the
Building structure and floor slabs and (iii) result in any unreasonably
intrusive sound to emanate from the Demised Premises.


 


2.04         If
any governmental license or permit shall be required for the proper and lawful
conduct of Tenant’s business or other activity carried on in the Demised
Premises, and if the failure to secure such license or permit might or would,
in any way, adversely affect Landlord or the Building, then Tenant, at Tenant’s
expense, shall duly procure and thereafter maintain such license or permit and
submit the same for inspection by Landlord. Tenant, at Tenant’s expense, shall
at all times comply with the requirements of each such license or permit.  Landlord shall, at Tenant’s sole cost and
expense, cooperate with Tenant as may be reasonably required to obtain any such
license or permit and otherwise in connection with matters involving the use or
occupancy of the Demised Premises.


 


2.05         In
the event that Tenant shall be served with a written order, violation or
summons from any municipal or governmental agency relating to the conduct of
the then business of Tenant in the Demised Premises, Tenant shall notify Landlord
within five (5) business days of Tenant’s receipt of same by certified
mail of the existence of such order, violation or summons and enclose an
conformed copy thereof.  Tenant shall,
likewise, give notice to Landlord of any order, request or requirement given to
it by any company insuring the Demised Premises.


 


3.                                      Condition
of the Demised Premises: AS IS Condition.


 


3.01         (a) 
Tenant accepts the Demised Premises in its “AS IS” condition, without any
express or implied representations or warranties of any kind by Landlord, its
brokers, managers or agents, or the employees of any of them regarding the
Demised Premises and Landlord shall not have any obligation to construct or
install any tenant improvements or alterations or to pay for any such construction
of installation.


 


7














 


There
shall be no Landlord’s Work to be done with respect to the Demised Premises.


 


3.02                           (a)                                  Tenant hereby
expressly acknowledges that Tenant has been informed by Landlord that there may
be material containing asbestos in the Building.


 


(b)                                 Landlord shall not be liable
for any injury to Tenant’s officers, agents, employees, contractors or invitees
resulting from the presence of asbestos-containing material in the Demised
Premises or the Building that is treated in compliance with laws, addressed in
accordance with the provisions of Article 10 and Section 13.02(e) of
this Lease.  Tenant hereby agrees to hold
Landlord harmless from and against any and all costs and expenses (including
reasonable attorneys’ fees and expenses) arising from any claims or liability
asserted by or on behalf of any officer, agent, employee, contractor or invitee
of Tenant on account of, relating to, or based upon, the presence of
asbestos-containing material in the Demised Premises and the Building that is
treated in compliance with laws, orders, rules or regulations of any
Governmental Authority having jurisdiction thereof; addressed in accordance
with the provisions of Article 10 and Section 13.02(e) of this Lease.


 


4.                                      When
Demised Premises Ready for Occupancy.


 


4.01                           The Demised Premises shall
be deemed ready for occupancy immediately upon execution and delivery of this
Lease.


 


5.                                      Adjustments
of Rents.


 


5.01                           As used in this Article 5
the words and terms which follow mean and include the following:


 


(a)                                  “Tax Year”
shall mean each period of twelve (12) months, commencing on the first day of July of
each such period, in which occurs any part of the term of this Lease or such
other period of twelve (12) months occurring during the term of this Lease as
hereafter may be duly adopted as the fiscal year for the real estate tax
purposes of the City of New York.


 


(b)                                 “Tenant’s Proportionate Share”
shall mean four and fifty-eight hundredths percent (4.58%).


 


(c)                                  “Area of the Demised Premises”
shall mean the rentable square foot area of the Demised Premises (which the
parties have agreed, for purposes of this Article 5 and this
Lease, shall be 5,707 rentable square feet).


 


(d)                                 “Real Estate Taxes”
shall mean any and all real estate and ad
valorem taxes, assessments, water rates, sewer rents, fines,
business improvement district impositions, school and other special district
taxes and assessments and any other ad


 


8

















 


valorem charges now or
hereafter levied and payable which are or after the passage of time may become
liens against Lot 24 in Block 888 on the Tax Map of the City of New York and
land appurtenant thereto, whether foreseen or unforeseen, ordinary or
extraordinary; and also any and all license fees or similar charges which may
be imposed by any Governmental Authority or quasi-Governmental Authority
against Lot 24 in Block 888 on the Tax Map of the City of New York and land
appurtenant thereto in connection with the use or occupancy of the Demised
Premises or Building, or for use of walks, chutes, street vaults and other
space beyond the lot line of the Real Property and on or abutting the public
sidewalks and/or highways in
front or adjoining the Real Property or pursuant to any Environmental Laws for
the use of any furnaces, compactors, incinerators, parking areas or for other
matters covered by any such law. 
Notwithstanding anything set forth to the contrary herein, Real Estate
Taxes shall not be deemed to include (i) any taxes on Landlord’s income, (ii) franchise
taxes, (iii) estate, transfer, gift or inheritance taxes, (iv) penalties
and interest on Real Estate Taxes incurred as a result of Landlord’s failure to
timely make tax payments, except if Tenant has not timely made its tax payments
due under this Lease or (v) any similar taxes imposed on Landlord, unless
and provided that if at any time during the Term the methods of taxation
prevailing on the date hereof shall be altered so that in lieu of or as a
substitute for all or any portion of the Real Estate Taxes there shall be
imposed on real estate or the owners or lessees thereof any tax (income,
franchise or otherwise), assessment, charge, levy or imposition, on the rents
derived from real estate or on personal property, fixtures, furnishings or
other property, then such tax, assessment, charge, levy or imposition shall be
deemed to be a Real Estate Tax for the purposes of this Article 5.  If any assessment may be paid in more than
one installment, Landlord agrees to elect to pay such assessment in the maximum
number of permitted installments and there shall be included in Real Estate
Taxes for any year (or part thereof) occurring during the Term hereof, the
installment (including any interest factor payable in connection therewith)
payable during such year.


 


(e)                                  “Real Estate Tax Base”
shall mean the Real Estate Taxes assessed against the Real Property for the
fiscal tax year of the City of New York commencing on July 1st, 2009 and expiring June 30th, 2010.


 


(f)                                    “Escalation Statement”
shall mean a statement in writing signed by Landlord, setting forth the amount
payable by Tenant for a specified Tax Year pursuant to this Article 5.


 


5.02                           If the Real Estate Taxes for
any Tax Year or portion thereof (extrapolated over a 12 month period) shall be
greater (resulting in an excess) than the Real Estate Tax Base, then Tenant
shall, in the case of such an excess, pay to Landlord as additional rent for
the Demised Premises for such Tax Year an amount equal to Tenant’s
Proportionate Share of such excess.


 


5.03                           Any such additional rent
payable by reason of the provisions of Section 5.02 hereof
shall be payable within thirty (30) business days after Landlord shall furnish
to Tenant an Escalation Statement together with a copy of the real estate tax
bills with respect to Real Estate Taxes for any Tax Year.  The Escalation Statement to be furnished by


 


9

















 


Landlord as provided above,
together with copies of real estate tax bills, shall constitute a final
determination as between Landlord and Tenant of the Real Estate Taxes for the
periods represented thereby absent manifest error.  In the event that Tenant pays any amounts due
pursuant to Section 5.02 late, Tenant shall pay Landlord a late
fee at the rate set forth in Section 39.01, and Tenant shall be liable for any
interest charged or penalties imposed by Landlord’s mortgagee or the taxing
authority due to Landlord’s late payment of the portion of taxes due occasioned
by Tenant’s tardiness.


 


5.04                           Landlord’s failure to render
an Escalation Statement with respect to any Tax Year shall not prejudice
Landlord’s right to thereafter render an Escalation Statement with respect
thereto or with respect to any subsequent Tax Year.  Tenant’s obligation to pay escalations for
any increases in Real Estate Taxes during the term of this Lease shall survive
the expiration or earlier termination of this Lease.


 


5.05                           In the event (i) that
the date of the expiration or other termination of this Lease shall be a day
other than the last day of a Tax Year, or (ii) of any increase or decrease
in the Area of the Demised Premises (as may be provided herein), then in each
such event in applying the provisions of this Article 5 with respect to any Tax Year in which such
event shall have occurred, appropriate adjustments shall be made to reflect the
occurrence of such event on a basis consistent with the principles underlying
the provisions of this Article 5, taking into consideration (y) the
portion of such Tax Year which shall have elapsed prior to the date of such
expiration or termination or (z), in the case of any such increase or decrease,
the portion of the Demised Premises to which the same relates.


 


5.06                           Payments shall be made
pursuant to this Article 5 notwithstanding the fact that an Escalation
Statement is furnished to Tenant after the termination of the term of this
Lease.


 


5.07                           In case the Real Estate
Taxes for any Tax Year or part thereof shall be reduced before Tenant shall
have paid Tenant’s Proportionate Share of any excess thereof in respect of such
Tax Year, pursuant to Section 5.02 hereof, the Real Estate Taxes for such
Tax Year shall be deemed to include any expenses, including reasonable counsel
fees, incurred by Landlord in connection with reducing the assessed valuation
and/or in obtaining such reduction.


 


5.08                           Should the Real Estate Tax
Base be reduced by final determination of legal proceedings, settlement or
otherwise, then, the additional rent theretofore paid or payable hereunder for
all subsequent Tax Years shall be recomputed on the basis of such reduction,
and Tenant shall pay to Landlord, as additional rent, within thirty (30) days
after being billed therefor, any deficiency between the amount of such
additional rent as theretofore computed and the amount thereof due as the
result of such recomputations.


 


5.09                           If, after Tenant shall have
made a payment of additional rent under Section 5.02, Landlord shall receive a refund of, or
credit against, any portion of the Real Estate Taxes payable for any Tax Year
after the Tax Year used to determine the Real Estate Tax Base on which such
payment of additional rent was based as a result of a reduction of such


 


10

















 


Real Estate Taxes by final
determination of legal proceedings, settlement or otherwise, Landlord shall, at
Landlord’s discretion, either (a) refund or credit Tenant’s Proportionate
Share of the refund of, or credit against, Real Estate Taxes less such Tenant’s
Proportionate Share of expenses (including attorneys’, appraisers’ and other
professional fees) incurred by Landlord in connection with any such application
or proceeding (such net refund or credit being hereinafter referred to as the “Net Refund”)
or (b) on account of Real Estate Taxes due, credit Tenant such Net Refund
against the next payment of additional rent then due under this Lease.  If, prior to the payment of Real Estate Taxes
for any comparative year, Landlord shall have obtained a reduction of that
comparative year’s assessed valuation of the Land or Building, and therefore of
said Taxes, then the term “Real Estate Taxes” for that comparative year shall
be deemed to include the amount of Landlord’s expenses in obtaining such
reduction in assessed valuation, including attorneys’ and appraisers’ and other
professional fees.  This Paragraph shall
survive the expiration or earlier termination of this lease.


 


5.10                           Tenant shall pay to Landlord
any occupancy taxes now being paid by Tenant if Landlord becomes responsible
for the payment thereof together with any new or additional occupancy tax or
rent tax payable by Landlord in the first instance or hereafter required to be
paid by Landlord to the extent such taxes (a) relate to the Demised
Premises and (b) are not in existence as of the execution of this
Lease.  Such tax shall be paid to
Landlord as additional rent within ten (10) days after demand.


 


5.11                           In no event shall the Fixed
Rent ever be reduced by operation of this Article 5 and the
rights and obligations of Landlord and Tenant under the provisions of this Article 5
with respect to any additional rent shall survive the termination of this
Lease.


 


6.                                      Intentionally
Left Blank.


 


7.                                      Subordination,
Notice to Lessors and Mortgagees.


 


7.01                           (a)                                  This Lease, and
all rights of Tenant hereunder, are and shall be subject and subordinate in all
respects to all ground leases, overriding leases and underlying leases of the
Land and/or the Building now or hereafter existing and to all mortgages which
may now or hereafter affect the Land and/or the Building and/or any of such
leases, whether or not such mortgages shall also cover other lands and/or
buildings, to each and every advance made or hereafter to be made under such
mortgages, and to all renewals, modifications, replacements and extensions of
and substitutions for such leases and such mortgages and spreaders and consolidations
of such mortgages.  Without limitation
upon the foregoing general provisions, it is understood that this Lease is and
shall be subject and subordinate to all present and future ground leases, or
underlying leases of the real property of which the Demised Premises form a
part (any or all of the foregoing being hereinafter referred to as a “ground
lease” or the “ground leases”); to all renewals, modifications, replacements or
extensions of and substitutions for such ground leases; to all mortgages now or
hereafter affecting such ground leases; and to all renewals, modifications,
replacements, extensions, spreaders or consolidations of any or all such
mortgages.


 


11

















 


(b)                                 This Section 7.01 shall be self-operative
and no further instrument of subordination shall be required.  In confirmation of such subordination, Tenant
shall, within ten (10) business days, execute and deliver any instrument
that Landlord, the lessor of any such lease or the holder of any such mortgage
or any of their respective successors in interest may request to evidence such
subordination.  If, in connection with
obtaining financing for the Building, the Land, or the interest of the lessee
under any ground or underlying lease, any lending institution shall request
reasonable modifications of this Lease as a condition of such financing, Tenant
covenants not unreasonably to withhold or delay its agreement to such
modifications, provided that such modifications do not increase the obligations,
or materially and adversely affect the rights, of Tenant under this Lease or
the conduct of Tenant’s business.  The
leases to which this Lease is, at the time referred to, subject and subordinate
pursuant to this Article 7 are herein sometimes called “superior
leases,” and the mortgages to which this Lease is, at the time referred to,
subject and subordinate are herein sometimes called “superior mortgages,” and
the lessor of a superior lease or its successor in interest at the time
referred to is sometimes herein called a “lessor,” and the holder of a superior
mortgage or its successor in interest at the time referred to is sometimes
herein called a “holder.”


 


7.02                           In the event of any act or
omission of Landlord which would give Tenant the right, immediately or after
lapse of a period of time, to cancel or terminate this Lease, or to claim a
partial or total eviction, Tenant shall not exercise such right (i) until
it has given written notice of such act or omission to the holder of each
superior mortgage and the lessor of each superior lease whose name and address
shall previously have been furnished to Tenant in writing, and (ii) unless
such act or omission shall be one which is not capable of being remedied by
Landlord or such holder or lessor within a reasonable period of time, until a
reasonable period for remedying such act or omission shall have elapsed
following the giving of such notice and following the time when such holder or
lessor shall have become entitled under such superior mortgage or superior
lease, as the case may be, to remedy such act or omission (which reasonable
period shall in no event be less than the period to which Landlord would be
entitled under this Lease or otherwise, after similar notice, to effect such
remedy), provided such holder or lessor shall with due diligence give Tenant
written notice of its intention to, and commence and continue to remedy such
act or omission.


 


7.03                           Institution by a holder of a
superior mortgage of a suit, action or other proceeding to realize on its
interest in the real property which is subject to the mortgage or a sale of
such property in accordance with the terms of such mortgage shall not by
operation of law or otherwise result in a cancellation or termination of this
Lease or the obligations of Tenant hereunder (unless Tenant is specifically
named in a foreclosure proceeding).  If
the lessor of a superior lease or the holder of a superior mortgage shall
succeed to the rights of Landlord under this Lease, whether through possession
or foreclosure action or delivery of a new lease or deed, then at the request
of such party so succeeding to Landlord’s rights (hereinafter sometimes called “successor
landlord”) and upon such successor landlord’s written agreement to accept
Tenant’s attornment, Tenant shall attorn to and recognize such successor
landlord as Tenant’s landlord under this Lease,


 


12

















 


and shall, within ten (10) business
days, execute and deliver any instrument that such successor landlord may
reasonably request to evidence such attornment. 
Upon such attornment, this Lease shall continue in full force and effect
as, or as if it were, a direct lease between the successor landlord and Tenant
upon all of the terms, covenants, conditions, agreements and provisions as are
set forth in this Lease, except that the successor landlord shall not:


 


(a)                                  be liable for
any previous act or omission of Landlord under this Lease,


 


(b)                                 be subject to any offset not
expressly provided for in this Lease, which shall have theretofore accrued to
Tenant against Landlord, or


 


(c)                                  be bound by any previous
modification of this Lease, not expressly provided for in this Lease, or by any
previous prepayment of more than one month’s Fixed Rent, unless such
modification or prepayment shall have been expressly approved in writing by the
lessor of the superior lease or the holder of the superior mortgage through or
by reason of which the successor landlord shall have succeeded to the rights of
Landlord under this Lease.


 


7.04                           If, in connection with
obtaining financing for the Building, a lending institution shall request
reasonable modifications in this Lease as a condition to such financing, Tenant
will not unreasonably withhold, delay or defer its consent thereto, provided that
such modifications do not adversely affect the leasehold interest hereby
created, Tenant’s rights hereunder or the use of the Demised Premises for the
conduct of Tenant’s business, except to a de
minimus extent.


 


7.05                           There shall be no merger of
this Lease, nor of the leasehold estate created by this Lease, with the
leasehold estate created by any ground lease, overriding lease or underlying
lease or any interest therein, by reason of the fact that the same person,
partnership, firm or corporation or other entity may acquire or own such
estates or any parts thereof, directly or indirectly; nor shall any of the
rights or obligations of Tenant hereunder in any manner be affected whether or
not Tenant shall hereafter acquire or have an interest in the leasehold estate
created by any such ground lease, overriding lease or underlying lease; and no
merger shall occur until all persons, firms, corporations and other entities,
including any leasehold mortgagee having an interest in the leasehold estate
created by any such ground lease, overriding lease or underlying lease shall
join in a written instrument affecting such merger and shall duly record it;
but if Landlord desires to effect such a merger and it shall be determined by
counsel to Landlord that Tenant’s execution of such instrument of merger is
necessary to accomplish such merger, Tenant shall execute and acknowledge the
same within ten (10) days after request therefor, provided that Tenant
shall incur no additional liability by reason thereof and its rights hereunder
shall not be adversely affected.


 


13

















 


8.                                      Quiet
Enjoyment.


 


So long as Tenant pays all
of the Rent due hereunder and performs all of Tenant’s other obligations
hereunder, Tenant shall peaceably and quietly have, hold and enjoy the Demised
Premises subject, nevertheless, to the obligations of this Lease and, as
provided in Article 7, to the superior leases and the superior
mortgages.


 


9.                                      Brokerage.


 


Tenant covenants, represents
and warrants that Tenant has had no dealings or communications with any broker
or agent other than Cushman & Wakefield, Inc.  and Colliers ABR, Inc.  (collectively hereinafter referred to as “Broker”)
in connection with the negotiation or consummation of this Lease, and Tenant covenants
and agrees to pay, defend, hold harmless and indemnify Landlord from and
against any and all claims, actions, costs, expenses (including reasonable
attorneys’ fees) or liabilities for any compensation, commissions or charges
claimed by any broker or agent, other than Broker, with respect to this Lease
or the negotiation thereof by reason of a breach.  Landlord agrees with Tenant that it is
Landlord’s obligation (and not Tenant’s) to pay Broker and Landlord shall pay
Broker such compensation, commission or charges due to Broker pursuant to
separate agreement previously entered into by Landlord.


 


10.                               Compliance
with Laws.


 


10.01                     Tenant, at Tenant’s expense,
shall comply with all laws and ordinances, and all rules, orders and
regulations of all Governmental Authorities and of all insurance bodies, at any
time duly issued or in force, applicable to the Demised Premises or any part
thereof or to Tenant’s manner of use thereof or, with respect to the Building,
if arising solely out of Tenant’s manner of use of the Demised Premises or the
Building, except that Tenant shall not hereby be under any obligation to comply
with any law, ordinance, rule, order or regulation requiring any structural
alteration of or in connection with the Demised Premises, unless such
alteration is required by reason of a condition which has been created by, or
at the instance of Tenant, or is attributable to any improper use to which
Tenant puts the Demised Premises, or is required by reason of a breach of any
of Tenant’s covenants and agreements hereunder. 
Where any structural alteration within the Demised Premises or with
respect to the Building systems serving the Demised Premises and located on the
floor on which the Demised Premises are located is required by any change in
the law, ordinance, rule, order or regulation, and, by reason of the express
exception hereinabove contained, Tenant is not under any obligation to make
such alteration, then Landlord shall make such alteration and pay the cost
thereof.


 


10.02                     Except as set forth above,
Tenant shall be responsible for all compliance with the Americans With
Disabilities Act of 1990, as amended, within the Demised Premises and Landlord
is responsible for compliance therewith outside of the Demised Premises.


 


14

















 


11.                               Insurance
and Indemnity.


 


11.01                     Tenant, at its expense,
shall obtain and keep in full force and effect a policy of commercial general
liability insurance under which Tenant is named as the insured and Landlord,
Landlord’s managing agent and any superior lessors and any mortgagees (whose
names shall have been furnished to Tenant) are named as additional insureds,
and which shall contain a contractual liability endorsement insuring Tenant
from and against all cost, expense and/or liability arising out of or based
upon any and all claims, accidents, injuries, costs, liabilities and damages
referred to in Section 11.03. 
Such policy shall have deductibles no greater than five thousand and
no/100 ($5,000.00) dollars.  Such policy
shall be primary insurance for all additional insureds and contain a provision
that no act or omission of Tenant shall affect or limit the obligation of the
insurance company to pay the amount of any loss sustained and that the policy
shall be non-cancelable with respect to Landlord and superior lessors and
mortgagees (whose names shall have been furnished to Tenant) nor shall the
amount thereof be reduced unless thirty (30) days’ written notice shall have
first been given to Landlord by certified mail, return receipt requested, which
notice shall contain the policy number and the names of the insured and
additional insureds.  The minimum limits
of liability shall be a combined single limit with respect to each occurrence
in an amount of not less than two million and no/100 ($2,000,000.00) dollars
for injury (or death) or damage to property arising from any one occurrence and
three million and no/100 ($3,000,000.00) dollars from the aggregate of all
occurrences within each policy year and such policy shall include a provision
that said aggregate limit shall apply separately at the Demised Premises and
that said insurer shall provide notice to Landlord.  If the aggregate limit applying to the
Demised Premises is reduced by the payment of a claim or establishment of a
reserve, Tenant shall take immediate steps to have the aggregate limit restored
by endorsement to the existing policy or the purchase of an additional
insurance policy.  All insurance required
to be carried by Tenant pursuant to the terms of this Lease shall be effected
under valid and enforceable policies issued by reputable and independent
insurers permitted to do business in the State of New York, and rated in Best’s
Insurance Guide, or any successor thereto (or if there be none, an organization
having a national reputation) as having a “Best’s Rating” of “A-” and a “Financial
Size Category” of at least “7” or if such ratings are not then in effect, their
equivalent.  Such insurance may be
carried under a blanket policy covering the Demised Premises and other
locations of Tenant, if any, provided such policy contains an endorsement (i) naming
Landlord and any person and entity designated by Landlord as additional
insureds, (ii) specifically referencing the Demised Premises; and (iii) guaranteeing
a minimum limit available for the Demised Premises equal to the limits of
liability required under this Lease.


 


11.02                     Tenant shall immediately
notify Landlord of any fire or accident in the Demised Premises.


 


11.03                     Tenant acknowledges that
Landlord shall not be required to insure Tenant’s Changes or Tenant’s
Property.  Tenant agrees that if any such
alterations or any of Tenant’s Property shall be damaged, Tenant shall look
solely to itself and/or any insurance it may elect to maintain for
reimbursement and to be made whole for such damage and losses.


 


15

















 


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


 


11.04                     On the Commencement Date,
Tenant shall deliver to Landlord appropriate certificates of insurance stating
that the appropriate insurance policy has been issued and permitting the
certificate holder to rely on the fact insurance has been issued and is in full
force and effect, including evidence of waivers of subrogation required to be
carried pursuant to Section 11.05. 
Evidence of each renewal or replacement of a policy shall be delivered
by Tenant to Landlord at least thirty (30) days prior to the expiration of such
policy.


 


11.05                     Tenant shall cause each
insurance policy carried by Tenant and insuring the Demised Premises, its
improvements, changes, alterations, fixtures, contents and the other Tenant’s
Property against loss, to be written in a manner so as to provide that the
insurance company waives all right of recovery by way of subrogation against
Landlord in connection with any loss or damage covered by any such
policies.  Landlord shall not be liable
to Tenant or any person or entity claiming by or through Tenant for any loss or
damage caused by fire or any of the risks enumerated in Tenant’s policies or
for any indemnity with respect thereto provided such waiver was in effect with
respect to such policies at the time of such loss or damage, or for any other
loss or damage due to any other cause which would customarily be covered by a
standard extended coverage casualty policy whether or not proceeds are
available to Tenant.


 


11.06                     Any Building employee to
whom any property shall be entrusted by or on behalf of Tenant shall be deemed
to be acting as Tenant’s agent with respect to such property and neither
Landlord nor its agents shall be liable for any damage to property of Tenant or
of others entrusted to employees of the Building, nor for the loss of or damage
to any property of Tenant by theft or otherwise.  None of Landlord, its agents, any superior
mortgagee or superior lessor shall be liable for any injury or damage to
Persons or property, or interruption of Tenant’s business, resulting from fire
or other casualty; nor shall any of Landlord, its agents, any mortgagee or
superior lessor be liable for any such damage caused by other tenants or
Persons in the Building or caused by construction of any private, public or
quasi-public work; nor shall Landlord be liable for any latent defect in the
Demised Premises or in the Building (except that Landlord shall be required to
repair the same to the extent provided in Article 3).


 


11.07                     Unless otherwise expressly
required herein, Tenant shall not do or permit to be done any act or thing upon
the Demised Premises which shall invalidate or be in conflict with a standard
Insurance Services Office “all-risks” insurance policy or comparable broad form
coverage such as is provided under the ISO Commercial Risks Services, Inc.,
1983 Form entitled “Causes of Loss - Special Form”; and shall not do, or
permit anything to be done in or upon the Demised Premises, or bring or keep
anything therein, except as now or hereafter permitted by the New York City
Fire Department, New York Board of Fire Underwriters, New York Fire Insurance
Rating Organization or other authority having jurisdiction and then only in
such quantity and manner of storage as not to increase the rate for fire
insurance applicable to the Building, or use the Demised Premises


 


16

















 


so as to increase the rate
of fire insurance on the Building or on property located therein, over that in
similar type buildings or in effect on the Commencement Date.


 


11.08                     If by reason of Tenant’s
failure to comply with the provisions of this Article 11, the fire insurance rate shall be higher
than it otherwise would be, then Tenant shall desist from doing or permitting
to be done any such act or thing and shall reimburse Landlord, as additional rent
hereunder, for that portion of all fire insurance premiums thereafter paid by
Landlord which shall have been charged because of such failure by Tenant, and
shall make such reimbursement upon demand by Landlord.  In any action or proceeding wherein Landlord
and Tenant are parties, a schedule or “make up” of rates for the Building or
the Demised Premises issued by the New York Fire Insurance Rating Organization,
or other body fixing such fire insurance rates, shall be conclusive evidence of
the facts therein stated and of the several items and charges in the fire
insurance rates then applicable to the Building.


 


11.09                     Tenant shall not do or
permit any act or thing to be done upon the Demised Premises which may subject
Landlord to any liability or responsibility for injury, damages to Persons or
property or to any liability by reason of any violation of Applicable Laws, but
shall exercise such control over the Demised Premises as to fully protect
Landlord against any such liability.


 


11.10                     Tenant shall indemnify and
save harmless Landlord, all superior lessors and all  superior 
mortgagees  and  each 
of their  respective  partners, 
directors,  officers, shareholders,
principals, agents and employees (collectively, the “Indemnitees”) from
and against (i) all actual third party claims of whatever nature against
the Indemnitees to the extent arising from any act or omission of Tenant, its
contractors, licensees, agents, servants or employees; (ii) all actual
third party claims against the Indemnitees to the extent arising from any
accident, injury or damage whatsoever caused to any Person or to the property
of any Person and occurring during the Term in the Demised Premises, except to
the extent caused by the negligent or wrongful act of Landlord or its employees,
agents or contractors and (iii) all actual third party claims against the
Indemnitees arising from any accident, injury or damage occurring outside of
the Demised Premises but anywhere within or about the Real Property, to the
extent such accident, injury, or damage results from any act or omission of
Tenant or Tenant’s agents or employees. 
Tenant agrees that with respect to insurance for claims for personal
injury or damage to property of Persons other than Landlord or Tenant in or
about the Demised Premises, Tenant’s insurance shall be primary without
contribution from any other insurance carried by or for the benefit of Landlord
or any other Indemnitee.  Tenant shall
indemnify and save harmless Landlord and its agents against and from (a) any
and all claims (i) arising from (x) the conduct or management by
Tenant (or its permitted subtenants or assignees) of the Demised Premises or of
any business therein, or (y) any work or thing whatsoever done by Tenant
during the term of this Lease or during the period of time, if any, prior to
the Commencement Date that Tenant may have been given access to the Demised
Premises, or (ii) arising from any negligent or otherwise wrongful act or
omission of Tenant or any of its subtenants or its or their employees, invitees,
agents or contractors, or (iii) arising from Tenant’s failure to perform
any of the covenants or conditions under this Lease, and (b) all costs,
expenses


 


17

















 


and liabilities incurred in
or in connection with each such claim or action or proceeding brought thereon,
including reasonable attorneys’ fees. 
This indemnity and hold harmless agreement shall include indemnity from
and against any and all liability, fines, suits, demands, costs and expenses of
any kind or nature (including, without limitation, attorneys’ fees and
disbursements) incurred in or in connection with any such claim or proceeding
brought thereon, and the defense thereof. 
Landlord, at Tenant’s sole cost and expense, shall reasonably cooperate
in the defense of any claim hereunder. 
Landlord shall not settle any such claim without Tenant’s prior consent,
which consent shall not be unreasonably withheld, conditioned or delayed.


 


11.11                     Landlord shall indemnify and
save harmless Tenant, all superior lessors and each of their respective
partners, directors, officers, shareholders, principals, agents and employees
(collectively, the “Tenant Indemnitees”) from and against (i) all
actual third party claims of whatever nature against the Tenant Indemnitees to
the extent arising from any act or omission of Landlord, its contractors,
licensees, agents, servants or employees, (ii) all actual third party
claims against the Tenant Indemnitees to the extent arising from any accident,
injury or damage whatsoever caused to any Person or to the property of any
Person and occurring during the Term in Demised Premises except if caused by
the negligence or willful misconduct of Tenant, its agents, employees and/or
contractors and (iii) all actual third party claims against the Tenant
Indemnitees to the extent arising from any accident, injury or damage occurring
outside of the Demised Premises but anywhere within or about the Real Property,
where such accident, injury, or damage results from any act of Landlord,
Landlord’s agents or  employees.  Landlord agrees that with respect to
insurance for claims for personal injury or damage to property of Persons other
than Landlord or Tenant in or about the Demised Premises, Landlord’s insurance
shall be primary without contribution from any other insurance carried by or
for the benefit of Tenant or any other Tenant Indemnitee.  Landlord shall indemnify and save harmless
Tenant and its agents against and from (a) any and all claims (i) arising
from (x) any negligent or otherwise wrongful act or omission of Landlord
or any of its tenants or its or their employees, invitees, agents or
contractors, (ii) arising from any negligent or otherwise wrongful act of
Landlord or its employees, invitees, agents or contractors, or (iii) arising
from Landlord’s failure to perform any of the covenants or conditions under
this Lease, and (b) all costs, expenses and liabilities incurred in or in
connection with each such claim or action or proceeding brought thereon,
including reasonable attorneys’ 
fees.  This indemnity and hold
harmless agreement shall include indemnity from and against any and all
liability, fines, suits, demands, costs and expenses of any kind or nature
(including, without limitation, attorneys’ fees and disbursements) incurred in
or in connection with any such claim or proceeding brought thereon, and the
defense thereof.  Tenant, at Landlord’s
sole cost and expense, shall reasonably cooperate in the defense of any claim
hereunder.  Tenant shall not settle any
such claim without Landlord’s prior written consent, which consent shall not be
unreasonably withheld, conditioned or delayed.


 


11.12                     If any claim, action or
proceeding is made or brought against Landlord, which claim, action or
proceeding Tenant shall be obligated to indemnify Landlord against, pursuant to
the terms of this Lease, then, upon demand by Landlord, Tenant, at its sole
cost and expense, shall resist or defend such claim, action or proceeding in
Landlord’s


 


18

















 


name, if necessary, by such
attorneys as Landlord shall approve, which approval shall not be unreasonably
withheld.  Attorneys for Tenant’s insurer
shall hereby be deemed approved for purposes of this Section.


 


11.13                     The provisions of this Article 11
shall survive the expiration or earlier termination of the term hereof.


 


11.14                     Landlord represents that at
the time of execution of this Lease Landlord carries “Causes of Loss - Special
Form” insurance with coverage for 100% of replacement cost of the Building.


 


12.                               Rules and
Regulations.


 


12.01                     Tenant and its employees and
agents shall fully observe and comply with the Rules and Regulations
annexed hereto as Exhibit C and such reasonable changes therein (whether
by modification, elimination or addition) as Landlord at any time or times
hereafter may make and communicate in writing to Tenant; provided, however,
that in case of any conflict or inconsistency between the provisions of this
Lease and any of the Rules and Regulations as originally promulgated or as
changed, the provisions of this Lease shall control.  Landlord agrees not to enforce the Rules and
Regulations in a manner which unreasonably discriminates against Tenant.


 


12.02                     Nothing contained in this
Lease shall be construed to impose upon Landlord any duty or obligation to
Tenant to enforce the Rules and Regulations or the terms, covenants or
conditions in any other lease, as against any other tenant, and Landlord shall
not be liable to Tenant for violation of the same by any other tenant or its
employees, agents, contractors or visitors.


 


13.                               Tenant’s
Changes.


 


13.01                     Tenant covenants and agrees
that Tenant shall make no alterations, decorations, installations, repairs,
additions, improvements or replacements (hereinafter collectively called “Tenant Changes”
or “Tenant’s Changes”) in, to or about the Demised Premises without Landlord’s
prior written consent, and then only by contractors or mechanics approved by
Landlord, except the contractors or mechanics named in Exhibit B
annexed hereto and approved by Landlord, which approval of such contractors and
mechanics shall not be unreasonably withheld with respect to Tenant’s Changes
of a nonstructural nature that do not affect any of the Building’s systems or
the exterior of the Building.  Landlord
agrees not to unreasonably withhold or delay its consent to any Tenant Changes
within the Demised Premises (including the plans and specifications and the
contractors therefor) which (i) do not in Landlord’s judgment affect the
structure of the Building or any part thereof or do not in Landlord’s judgment
adversely affect the heating, ventilating, air conditioning, plumbing,
electrical or other Building systems or cause a disproportionate share of
available quantities of electricity to the Building to be consumed in the
Demised Premises, and (ii) do not affect the exterior appearance of the
Building.  Nothing in this Section 13.01
shall be construed to require Landlord’s consent for Tenant


 


19

















 


Changes with an aggregate
cost of less than $50,000.00, painting of the inside of the Demised Premises by
Tenant and other purely cosmetic decorations to the Demised Premises which are
not visible from the exterior of the Building and which do not affect the
structure of the Building or any of the Building systems.  Tenant’s Changes shall be done at Tenant’s
sole expense and at such time and in such manner as Landlord may from time to
time reasonably designate.  Prior to the
commencement of any Tenant Changes requiring Landlord’s consent, Tenant shall
submit to Landlord, for Landlord’s written approval, plans and specifications
(to be prepared by and at the expense of Tenant) of such proposed Tenant
Changes in detail reasonably satisfactory to Landlord.  In no event shall any material or equipment
be incorporated in or to the Demised Premises in connection with any such
Tenant’s Changes which is not new and first quality, or is subject to any lien,
security agreement, charge, mortgage or encumbrance of any kind whatsoever or
is subject to any conditional sale or other similar or dissimilar title
retention agreement.  Any mechanic’s lien
filed against the Demised Premises or the Building for work done for, or
claimed to have been done for, or materials furnished to, or claimed to have
been furnished to Tenant shall be discharged by Tenant within thirty (30) days
thereafter, at Tenant’s expense, by filing the bond required by law or
otherwise.  All Tenant’s Changes shall at
all times comply with (1) the laws, rules, orders and regulations of
Governmental Authorities having jurisdiction thereof, (2) the Rules and
Regulations, and (3) the plans and specifications prepared by and at the
expense of Tenant theretofore submitted to Landlord for Landlord’s prior
written approval.  No Tenant’s Changes
shall be undertaken, started or begun by Tenant or by its agents, employees,
contractors or any one else acting for or on behalf of Tenant until Landlord
has approved such plans and specifications and no amendments or additions to
such plans and specifications shall be made without the prior written consent
of Landlord.  Tenant agrees that it will
not at any time prior to or during the term of this Lease, either directly or
indirectly, use any contractors and/or labor and/or materials if the use of such
contractors and/or labor and/or materials would or will create any difficulty
with other contractors and/or labor engaged by Tenant or Landlord or others
engaged in the construction, maintenance and/or operation of the Building or
any part thereof.  No approval or consent
given by Landlord hereunder shall constitute certification by Landlord that any
proposed Tenant’s Change complies with clauses (1) and (2) of this Section 13.01.  Tenant shall submit its plans and
specification for any of Tenant’s proposed work for which it seeks approval and
Tenant shall reimburse Landlord, within twenty (20) business days after receipt
of a bill thereof, for Landlord’s actual out-of-pocket expenses and costs
incurred in the architectural and/or engineering review thereof.  With respect to any Tenant Changes requiring
filing within the New York City Building Department, Tenant shall deliver
copies of all permits prior to the commencement of any work and upon completion
shall deliver copies of all final sign-offs by all applicable inspectors.  In addition, with respect to any Tenant
Changes, Tenant shall pay to Landlord, within twenty business (20) days after
receipt of a bill therefor, an amount equal to Landlord’s actual out-of-pocket
costs and expenses for Landlord’s indirect costs, field supervision and
coordination in connection therewith. 
Tenant shall pay within twenty business (20) days after demand therefor,
the reasonable costs and expenses of Landlord’s independent consultants in
connection with the review of any additional submissions for alterations to the
Demised Premises not shown on the sketch attached hereto; provided, however,
such costs or expenses shall not exceed Two Thousand Dollars ($2,000.00) in the
aggregate.


 


20














 


13.02                     (a)                                  All work
performed or installations made by Tenant (or by Landlord at Tenant’s request
and expense) in and to the Demised Premises shall be in compliance with the
requirements of Local Law 5 of 1973 of the City of New York, as heretofore and
hereafter amended (“Local Law 5”).  The
foregoing shall include, without limitation, (i) compliance with the
compartmentation requirements of Local Law 5, (ii) relocation of existing
fire detection devices, alarm signals and/or communication devices necessitated
by the alteration of the Demised Premises, and (iii) installation of such
additional fire control or detection devices as may be required by applicable
governmental or quasi-governmental rules, regulations or requirements
(including, without limitation, any requirements of the New York Board of Fire
Underwriters) as a result of Tenant’s manner of use of the Demised
Premises.  The design of such
installations shall be at Tenant’s discretion so long as the results comply
with Local Law 5.  Landlord shall not be
deemed unreasonable in withholding its consent to any plans or specifications
not complying with the requirements of Local Law 5.


 


(b)                                 Landlord shall not be
responsible for any damage to Tenant installed fire control or detection
devices nor shall Landlord have any responsibility for the maintenance or
replacement thereof unless damaged by Landlord. 
Tenant shall indemnify and hold Landlord harmless from and against all
claims, loss, damage, liability or expense (including, without limitation,
reasonable attorneys’ fees and disbursements) suffered or incurred by Landlord
by reason of the installation and/or operation of any such devices by Tenant or
any person acting by or through Tenant. 
Landlord shall be responsible for the installation, repair and
maintenance of any fire control or detection services or devices required by
law for the occupancy of the Demised Premises for the use allowed hereunder.


 


(c)                                  The fact that Landlord shall
have heretofore consented to any installations or alterations made by Tenant in
the Demised Premises shall not relieve Tenant of its obligations pursuant to
this Article with respect to such installation or alterations.


 


(d)                                 No Tenant’s Changes shall
affect any part of the Building other than the Demised Premises or adversely
affect any service required to be furnished by Landlord to Tenant or to any
other tenant or occupant of the Building or reduce the value or utility of the
Building.  No Tenant’s Changes shall
affect the outside appearance of the Building or the color or style of any
Venetian blinds (except that Tenant may remove any Venetian blinds provided
that they are promptly replaced by Tenant with blinds of a similar type,
material and color).  All business
machines and mechanical equipment shall be placed and maintained by Tenant in
settings sufficient, in Landlord’s reasonable judgment, to absorb and prevent
vibration, noise and annoyance to other tenants or occupants of the Building.
Prior to the commencement of each proposed Tenant’s Changes, Tenant shall furnish
to Landlord duplicate original policies of workmen’s compensation insurance
covering all persons to be employed in connection with such Tenant’s Changes,
including those to be employed by all contractors and subcontractors, and of
comprehensive public liability insurance (including property damage coverage)
in which Landlord, its agents and any lessor under any ground or underlying
lease shall be named as additional insureds, which


 


21

















 


policies shall be issued by
companies and shall be in the form and amounts reasonably satisfactory to
Landlord and shall be maintained by Tenant until the completion of such Tenant’s
Changes.  All fireproof wood test
reports, electrical and air conditioning certificates, and all other permits,
approvals and certificates required by all Governmental Authorities shall be
timely obtained by Tenant and submitted to Landlord.


 


(e)                                  If any laws, orders, rules or
regulations of any applicable Governmental Authority require that any asbestos
or other Hazardous Substance contained in or about the Demised Premises, or
brought into the Demised Premises by Tenant, be removed or dealt with in any
particular manner in connection with any Tenant’s Changes to the Demised
Premises, then it shall be Tenant’s obligation, at Tenant’s expense, to remove
or so deal with such asbestos or other Hazardous Substance in accordance with
all such laws, orders, rules and regulations.  In the event Tenant is required to remove or
deal with such asbestos or other Hazardous Substance in accordance with the
provisions of the foregoing sentence then, notwithstanding anything to the
contrary contained therein, Landlord, at Landlord’s election, shall have the
option to itself remove or so deal with such asbestos or other Hazardous
Substance and, in such event, Tenant shall pay to Landlord all of Landlord’s
reasonable costs in connection therewith within twenty (20) business days next
following the rendition of a statement thereof by Landlord to Tenant.


 


14.                               Tenant’s
Property.


 


14.01                     All fixtures, equipment,
alterations, improvements, installations and appurtenances attached to or built
into the Demised Premises as part of Landlord’s Work at the commencement of the
Term hereof shall not be removed or demolished at the expiration of said
term.  At Landlord’s option, to be
expressed to Tenant prior to any work being performed, all other alterations,
improvements, installations and appurtenances attached or built during the term
of this Lease shall be demolished and removed by Tenant upon the expiration or
earlier termination of the term hereof (which obligation shall survive  such 
expiration  or  earlier 
termination).  Any  and 
all  such  alterations, improvements, installations and
appurtenances, whether by Landlord or Tenant, which shall not be so demolished
and removed and remain a part of the Demised Premises, shall remain and be
deemed the property of Landlord and shall not be removed by Tenant or shall be
removed by Landlord at Landlord’s cost.


 


14.02                     All paneling, movable
partitions, lighting fixtures, special cabinet work, other business and trade
fixtures, machinery and equipment, communications equipment and office
equipment, whether or not attached to or built into the Demised Premises, which
are installed in the Demised Premises by or for the account of Tenant, without
expense to Landlord, and can be removed without permanent structural damage to
the Building, and all furniture, furnishings and other articles of movable
personal property owned by Tenant and located in the Demised Premises (all of
which are sometimes called “Tenant’s Property”) shall be and shall remain the
property of Tenant and may be removed by it at any time during the term of this
Lease; provided that if any of Tenant’s Property is removed, Tenant shall
repair or pay the reasonable cost of repairing any damage to the Demised
Premises or to the Building resulting from such removal.  Any equipment or


 


22

















 


other property for which
Landlord shall have granted any allowance or credit to Tenant shall not be
deemed to have been installed by or for the account of Tenant, without expense
to Landlord, and shall not be considered Tenant’s Property.


 


14.03                     At or before the Expiration
Date, or the date of any earlier termination of this Lease, or as promptly as
practicable after such an earlier termination date, Tenant, at its expense,
shall remove from the Demised Premises all of Tenant’s Property except such
items thereof as Tenant shall have expressly agreed in writing with Landlord
were to remain and to become the property of Landlord, and Tenant shall repair
any damage to the Demised Premises or the Building resulting from such
removal.  Tenant shall leave the Demised
Premises in as good condition as when Tenant took possession, excepting
ordinary wear and tear and loss by fire or other casualty which Tenant is not
obligated to repair, failing which Landlord may restore the Demised Premises to
such condition and Tenant shall pay the reasonable cost thereof within thirty
(30) business days of the delivery to Tenant of an invoice for such
restoration.  The provisions of this Article 14
shall survive the expiration or earlier termination of this Lease and the term
hereof.


 


14.04                     Any other item of Tenant’s Property
(except money, securities and other like valuables) which shall remain in the
Demised Premises after the Expiration Date or after a period of seven (7) days
following an earlier termination date, may, at the option of Landlord, be
deemed to have been abandoned, and in such case either may be retained by
Landlord as its property or may be disposed of without accountability, in such
manner as Landlord may see fit at Tenant’s expense.


 


15.                               Repairs
and Maintenance.


 


15.01                     Tenant shall take good care
of the Demised Premises and, at its expense, make all non-structural,
non-capital repairs thereto as and when needed to preserve them in good working
order and condition; provided, however, Tenant need not make repairs to
Landlord’s Work if such repairs are necessitated by a material defect in the
workmanship of Landlord’s contractor that was not reasonably observable within
ten (10) business days of the Commencement Date and which are brought to
the attention of Landlord in writing by Tenant within three (3) months of
the Commencement Date, provided that to the extent that any such defect is
covered by any warranties or guarantees which have been assigned to Tenant
pursuant hereto and such warranties or guarantees are still in force and
effect, then Tenant shall be responsible for making such repairs.  In addition, Tenant, at its expense, shall
promptly make all repairs and replacements, ordinary or extraordinary, interior
or exterior, structural or otherwise, in and about the Demised Premises and the
Building, as shall be required solely by reason of (i) the performance or
existence of Tenant’s Changes, (ii) the installation, use or operation of
Tenant’s Property in the Demised Premises, (iii) the moving of Tenant’s
Property or any other property owned or being delivered to or from Tenant in or
out of the Building, (iv) any work, labor or service done for or equipment
supplied to Tenant or any subtenant, or (v) the misuse or neglect of
Tenant or any of its employees, visitors, subtenants, agents or contractors; but
Tenant shall not be responsible, and Landlord shall be responsible, for any of
such repairs as are required by reason of Landlord’s neglect or other fault in
performing any of Tenant’s


 


23

















 


Changes which may be
undertaken by Landlord for Tenant’s account or are otherwise required by reason
of neglect or other fault of Landlord or its employees, agents or
contractors.  Except if required by the
neglect or other fault of Landlord or its employees, agents or contractors,
Tenant, at its expense, shall replace or repair all scratched, damaged or
broken doors and glass in or about the Demised Premises and shall be
responsible for all repairs, maintenance and replacement of wall and floor
coverings in the Demised Premises and for the repair and maintenance of all
lighting fixtures therein.


 


15.02                     Without limiting Tenant’s
obligations set forth in this Article, Tenant , at Tenant’s sole cost and
expense, shall also (i) repair and maintain the Demised Premises’ internal
air-distribution system which include, but are not limited to, ducts,
diffusers, return grills, to the extent these items are located in the Demised
Premises, to the point at which the same connects to the main distribution duct
for the Demised Premises; (ii) repair and maintain the internal electrical
system within the Demised Premises to the panel box serving the Demised
Premises and (iii) repair and maintain all plumbing fixtures (if any)
located in the Demised Premises.


 


15.03                     Tenant shall promptly make,
at Tenant’s expense, all repairs in and to the Demised Premises for which
Tenant is responsible, using only the contractors approved in writing by
Landlord, which approval of such contractors shall not be unreasonably withheld
for repairs or a nonstructural nature that do not adversely affect any of the
Building’s systems or exterior of the Building. 
Any other repairs in or to the Building or the facilities and systems
thereof for which Tenant is responsible shall be performed by Landlord at
Tenant’s reasonable expense.  Tenant
shall use the contractor designated by Landlord for the performance of any work
regarding fire and life safety system, provided such charges are commercially
reasonable.


 


15.04                     All repairs and replacements
made by or on behalf of Tenant or any person claiming through or under Tenant
shall be of good quality.  If Tenant
fails to make any such repairs or replacements, within fifteen (15) business
days (or immediately in the event of an emergency) after Landlord’s request
(or, except in the event of an emergency, within such longer period of time
reasonably required to repair and/or replace such item provided that Tenant
commences and diligently pursues the completion of such repair and/or
replacement) same may be made by Landlord at the reasonable expense of Tenant
and such expense shall be collectible as additional rent and shall be paid by
Tenant within twenty (20) business days after rendition of a bill therefor
together with an invoice of the contractor or other person who performed such
work.


 


15.05                     Subject to the terms of this
Lease, Landlord shall maintain, and repair the following elements of the
Building to the extent the same affect Tenant’s use and enjoyment of the
Demised Premises and to the extent such maintenance and repairs are not
responsibility of Tenant pursuant to any other provision of this Lease: (i) the
roof, windows, columns and load-bearing walls and other structural elements; (ii) public
areas of the Building and core restrooms; and (iii) Building HVAC, plumbing
lines (including the lines as distinguished from the plumbing fixtures in the
Demised Premises), electrical, fan


 


24

















 


coil units and mechanical
and other systems and elevators, all to the extent such items are outside the
Demised Premises.


 


15.06                     Landlord shall have no
liability to Tenant by reason of any inconvenience, annoyance, interruption or
injury to business arising from Landlord’s making any repairs or changes which
Landlord is required or permitted by this Lease, or required by law, to make in
or to any portion of the Building or the Demised Premises, or in or to the
fixtures, equipment or appurtenances of the Building or the Demised
Premises.  In connection with the
foregoing provisions of this Article 15, Landlord shall use good faith efforts to
minimize any material interference with Tenant’s use or operation of the
Demised Premises (but Landlord shall not be required to arrange for any of such
activities to be conducted during other than normal business hours).


 


15.07                     Tenant will not clean, nor
require, permit, suffer or allow any window in the Demised Premises to be
cleaned, from the outside in violation of Section 202 of the Labor Law or
of the rules of the Board of Standards and Appeals, or of any other board
or body having or asserting jurisdiction.


 


16.                               Electricity.


 


16.01                     (a)  Subject to the
terms of Section (c) of this Article 16, Landlord shall furnish electrical service
to the Demised Premises, for lighting the same and for the operation of normal
office equipment (such as, for example, personal computers and printers,
photocopying machines and telephone facsimile machines) therein.  Except as provided to the contrary in Section (c) of
this Article 16, such electrical service shall be furnished without specific
measurement, on any meter or otherwise, and without additional specific charge
to Tenant, the charge for the furnishing of such electrical service being
included in the fixed rent reserved under this lease, subject to adjustment as hereinafter
provided.  Notwithstanding the foregoing,
however, Tenant agrees that Landlord shall not in any way be liable or
responsible to Tenant for any loss, damage, or expense that Tenant may sustain
or incur if either the quantity or character of electrical service is changed,
is no longer available, or is unsuitable for Tenant’s requirements.  At Landlord’s option, Tenant shall purchase,
at competitive market prices, from Landlord or its agent lamps, starters,
ballasts, or bulbs used in the Demised Premises.


 


(b)                                 Tenant covenants and agrees
that, at all times, its use of electric current shall never exceed the capacity
of the feeders to the Building or the risers or wiring installation
thereof.  In connection therewith, Tenant
expressly agrees that all installations, alterations and additions of and to
the electrical fixtures, appliances, or equipment within the Demised Premises
shall be subject to Landlord’s prior written approval (which approval shall not
by unreasonably withheld), and, if such approval shall be given, rigid conduit
only shall be permitted.  If, in
connection with any request for such approval, Landlord shall, at the sole cost
and expense of Tenant, install any additional feeder(s) that Landlord
shall deem necessary with respect thereto, provided, however, that if Landlord
shall determine, in its sole judgment, that the same will cause permanent
damage or injury to the Building or to the Demised Premises, cause or create a
dangerous or hazardous


 


25

















 


condition, entail excessive
or unreasonable alterations, repairs, or expense, or interfere with, or disturb
the other tenants or occupants of the Building, then Landlord shall not be
obligated to make such installation, and Tenant shall not make the
installation, alteration, or addition with respect to which Tenant requested
Landlord’s consent.  In addition to the
installation of such riser or risers, Landlord will also, at sole cost and
expense of Tenant, install all other equipment necessary and proper in
connection therewith, subject to the aforesaid terms and conditions.  All of the aforesaid costs and expenses are
chargeable and collectible as additional rent, and shall be paid by Tenant to
Landlord within twenty (20) business days after rendition of any bill or
statement to Tenant therefor.


 


(c)                                  Provided that it is
physically possible for Tenant to receive electric current in the Demised
Premises directly from the public utility company serving upon the area in
which the Building is located, Landlord may discontinue the aforesaid service
upon the later to occur of (i) thirty (30) days’ notice or (ii) the
period reasonably required for Tenant to obtain direct service without Landlord
being liable to Tenant therefor and without in any way affecting this Lease or
the liability of Tenant hereunder, and the same shall not be deemed to be a
lessening or diminution of services within the meaning of any law, rule, or
regulation now or hereafter enacted, promulgated, or issued.  In the event that Landlord gives such notice
of discontinuance, Landlord shall permit Tenant to receive such service
directly from such public utility company and shall permit Landlord’s wires and
conduits, to the extent available, suitable and safely capable, to be used for
such purpose. Any additional wires, conduits, or other equipment necessary and
proper in connection therewith shall be installed by Landlord, at Landlord’s
sole cost, in accordance with the terms of, and subject to the conditions
contained in, Section (b) of this Article 16.  In
the event that Landlord exercises its rights under this Section (c), then:
(i) Tenant shall contract for such electrical service directly with the
said public utility for all of Tenant’s electric current requirements and (ii) as
of the date upon which Landlord discontinues furnishing electric current to
Tenant, the monthly Rent reserved under this Lease shall be reduced by
$18,547.75 per year ($1,545.65 per month) (the “Initial Electricity Factor”). The Initial Electricity Factor
is hereinafter called the “Electricity Factor.”


 


(d)                                 Notwithstanding anything
contained in this Article 16 which may be deemed to the contrary, if any
tax is imposed upon Landlord by any municipal, state or federal agency or
subdivision with respect to the purchase, sale or resale of electrical energy
furnished or supplied to Tenant hereunder, Tenant covenants and agrees that,
where permitted by law, such taxes shall be passed on to, included in the bill
to and paid by, Tenant to Landlord, as additional rent, as set forth in the
bill, demand or statement furnished to Tenant.


 


17.                               Heat,
Ventilation and Air-Conditioning.


 


17.01                     Landlord, at its expense,
shall maintain and operate the heating, ventilating and air-conditioning
systems (hereinafter called the “Systems”) and shall furnish building
standard heat, ventilating and air-conditioning (hereinafter collectively
called “HVAC service”) in the Demised Premises during “Regular Hours” (that is
generally customary daytime business hours, but not before 8:00 a.m. or
after 6:00 p.m.) of “Business Days”


 


26

















 


(which term is used herein
to mean all days except Saturdays, Sundays and days observed by the Federal or
the New York State government or unions whose members are employed at the
Building as holidays) throughout the year. 
Excepted from the foregoing are the air handler, ducts and outlets
therefrom, which shall be maintained and operated by Tenant.  If Tenant shall require air-conditioning
service (as opposed to heating or ventilating services) at any other time
(hereinafter called “After Hours”), Landlord shall furnish such After
Hours air-conditioning service upon reasonable advance notice from Tenant, and
Tenant shall pay Landlord’s then established charges therefor within ten (10) business
days after Landlord’s demand as additional rent.  Landlord shall not charge Tenant for After
Hours heating, After Hours air conditioning service or overtime freight
elevator service (on an hourly basis) more than Landlord charges other
comparably sized tenants for the same service. 
As of the date of this Lease, the charge for After Hours air
conditioning is $265 per hour and the charge for After Hours heat is $165 per
hour, subject to change from time to time without notice.  All requests for After Hours or Non-Business
Days (i.e. weekend) HVAC service or freight elevator service must be made in
writing to the Building Management at least twenty-four (24) hours in advance.


 


17.02                     Use of the Demised Premises,
or any part thereto in a manner exceeding the design conditions thereof
(including occupancy and connected electrical load) for air- conditioning
service in the Demised Premises, or rearrangement by Tenant of partitioning
which interferes with the normal operation of the air-conditioning service in
the Demised Premises, or the use of computer or data processing machines, may
require changes in the Systems servicing the Demised Premises.  Such changes, so occasioned, shall be made by
Tenant, at its expense, as Tenant’s Changes pursuant to Article 13 or at Landlord’s
option, by Landlord at Tenant’s expense. 
Tenant agrees to lower and keep closed the Venetian blinds or other
window coverings in the Demised Premises whenever required for the proper
operation of the air-conditioning service.


 


17.03                     Tenant shall have the right
to use the ducts and other air conditioning installations already existing in
the Demised Premises in the event that Tenant installs separate air
conditioning equipment for its uses.  Any
such equipment and installation is subject to the review and approval of
Landlord.  The cost of installing,
operating and maintaining such air conditioning equipment in the Demised
Premises shall be borne solely by Tenant. 
The installation of separate air conditioning equipment in the Demised
Premises by Tenant for its uses shall not modify Landlord’s obligation to
furnish building standard air conditioning in the Demised Premises during
Regular Hours of Business days at appropriate times during the year pursuant to
the terms and conditions of this Lease.


 


18.                               Landlord’s
Other Services.


 


18.01                     Landlord shall use its
reasonable efforts to: (i) provide public elevator service, passenger and
freight service, by elevators serving the floor on which the Demised Premises
are situated during Regular Hours of Business Days, and (ii) provide at
least one passenger elevator subject to call at all other times, subject to
force majeure and any other matter outside its reasonable control.  Subject to the rights of Landlord and other
tenants to the use of the freight elevator and the Rules and Regulations
of Landlord, Landlord shall


 


27

















 


not require any additional
charge for Tenant’s reasonable use of the freight elevator during Regular Hours
of Business Days, provided that such use does not exceed normal and customary
deliveries incidental to the normal day-to-day operation of office space in
buildings comparable to the Building or use occasioned by Tenant’s moving into
the Demised Premises at the commencement of this Lease.  Notwithstanding the foregoing, Tenant, at its
sole cost and expense, may use the freight elevator on a nonexclusive basis at
times other than Regular Hours of Business Days, provided that such use shall
be subject to Landlord’s reasonable rules and at Landlord’s then standard
rates including, without limitation, scheduling requirements applicable to all
tenants of the Building and security requirements.  For the purposes of this Lease, such standard
rate is $110.00 per hour (with a two (2) hour minimum on Business Days and
a four (4) hour minimum After Hours and on Non-Business Days) as of the
date of this Lease, subject to change from time to time and without
notice.  Such use shall be subject to the
availability of appropriate Building security personnel and then existing union
work rules.\


 


18.02                     Landlord, at its expense,
shall cause the Demised Premises to be cleaned. 
A list of the cleaning specifications to be performed by Landlord is
attached hereto as Exhibit D it being understood that Landlord may make
such changes in the aforesaid cleaning specifications as are consistent with
commercial office space in buildings comparable to the Building.  Tenant shall pay to Landlord within twenty
(20) business days after demand the actual and reasonable costs incurred by
Landlord for (a) extra cleaning work performed by Landlord in the Demised
Premises required because of (i) misuse or neglect on the part of Tenant
or its employees, contractors, subtenants, or visitors, (ii) use of
portions of the Demised Premises for special purposes permitted by Landlord
requiring greater or more difficult cleaning work than commercial office areas,
(iii) unusual quantity of interior glass surfaces, or (iv) non-building
standard materials or finishes installed by Tenant or at its request, and (b) removal
from the Demised Premises and the Building of so much of any refuse and rubbish
of Tenant as shall exceed that ordinarily accumulated daily in the routine of
business  office occupancy.  Landlord, 
its cleaning contractor and their employees shall have After Hours
access to the Demised Premises and the use (at Tenant’s expense) of light,
power and water in the Demised Premises as reasonably required for the purpose
of cleaning the Demised Premises in accordance with Landlord’s obligations
hereunder.


 


18.03                     Landlord, at its expense,
shall furnish warm and cold water to the floor on which the Demised Premises
are located, for office, lavatory, shower (if any) and cleaning purposes.  If Tenant uses an amount of water Landlord
reasonably deems excessive, Landlord, at Tenant’s expense, may install meters
to measure Tenant’s consumption of water and/or steam, as the case may be,
Tenant shall pay for the quantities of water and/or steam shown on such meter(s) at
Landlord’s cost thereof, on the rendition of Landlord’s bills therefor.  Landlord may also use an engineer to estimate
Tenant’s consumption of water and/or steam, and bill Tenant therefor pursuant
thereto; provided, however, that if such an engineer shall find normal water
and/or steam consumption on the part of Tenant, then there shall be no charge
to Tenant for water and/or steam consumption.


 


18.04                     Landlord reserves the right,
without any liability to Tenant, to stop service


 


28

















 


of any of the heating,
ventilating, air-conditioning, electric, sanitary, water, steam, elevator or
other building Systems serving the Demised Premises or the rendition of any of
the other services required of Landlord under this Lease (“Landlord Services”),
whenever and for so long as may be necessary, by reason of accidents,
emergencies, strikes or the making of repairs or changes which Landlord is
required by this Lease or by law to make or in good faith deems necessary, by
reason of substantial difficulty in securing proper supplies of fuel, steam,
water, electricity, labor or supplies, or by governmental restrictions or by
reason of any other cause beyond Landlord’s reasonable control.  Notwithstanding the foregoing, Landlord shall
use commercially reasonable efforts to mitigate interference with Tenant’s
business.  If as a consequence of any
interruption of Landlord Services lasting for a period in excess of three (3) consecutive
Business Days (hereinafter called the “Threshold Period”), the Demised Premises becomes
untenantable and Tenant, as a consequence, substantially curtails the conduct
of its business, then provided that the cause of such service interruption is
not caused by any negligent or willful act or omission of Tenant or its agents,
representatives, employees, or contractors, beginning upon the day following
the expiration of the Threshold Period and continuing thereafter until the date
on which the Demised Premises are once again tenantable, the Fixed Rent payable
hereunder shall be abated for that portion which is untenantable.


 


19.                               Access,
Changes in Building Facilities, Name.


 


19.01                     Except for the inside
surfaces of all walls, windows and doors bounding the Demised Premises, all of
the Building, including exterior Building walls, core corridor walls and doors
and any core corridor entrance, any terraces or roofs adjacent to the Demised
Premises, and any space in or adjacent to the Demised Premises used for shafts,
stacks, pipes, conduits, fan rooms, ducts, electric or other utilities, sinks
or other Building facilities, and the use thereof, as well as access thereto
through the Demised Premises for the purposes of operation, maintenance,
decoration and repair, are reserved to Landlord.


 


19.02                     Landlord reserves the right
to make such changes, alterations, additions, improvements, repairs or
replacements in or to the Building (including the Demised Premises) and the
fixtures and equipment thereof, as well as in or to the street entrances,
halls, passages, elevators, escalators, stairways and other parts thereof, and
to erect, maintain and use pipes, ducts and conduits in and through the Demised
Premises; all as Landlord may deem necessary or desirable; provided, however,
that Landlord shall use commercially reasonable efforts to minimize obstruction
of the means of access to the Demised Premises and interference with the use of
the Demised Premises (without incurring any overtime or premium charges or
fees).  Any new pipes, ducts and conduits
installed by Landlord in the Demised Premises which do not replace existing
pipes, ducts or conduits which are exposed shall be enclosed and shall not
materially diminish the floor area of the Demised Premises.  Nothing contained in this Article 19
shall relieve Tenant of any duty, obligation or liability of Tenant with
respect to making any repair, replacement or improvement or complying with any
law, order or requirement of any governmental or other authority.


 


29

















 


19.03                     Landlord reserves the right
to name the Building and to change the name or address of the Building at any
time and from time to time.  Neither this
Lease nor any use by Tenant shall give Tenant any easement or other right in or
to the use, if any, of any door, passage, concourse or plaza connecting the
Building with any subway or any other building or to any public conveniences,
and the use of such doors, passages, concourses, plazas and conveniences may
without notice to Tenant be regulated or discontinued at any time by Landlord.  If at any time any windows of the Demised
Premises are temporarily or permanently darkened or obstructed incident to or
by reason of repairs, replacements, maintenance and/or cleaning in, on, to or
about the Building or any part or parts thereof, or any other reason, or are
temporarily or permanently closed or rendered inoperable, Landlord shall not be
liable for any damage Tenant may sustain thereby, and Tenant shall not be
entitled to any compensation therefor nor abatement of rent nor shall the same
release Tenant from its obligations hereunder nor constitute an eviction.


 


19.04                     Landlord and its respective
agents shall have the right to enter and/or pass through the Demised Premises
or any part thereof, during which time Tenant shall have the right to be
present, at reasonable times during reasonable hours upon reasonable notice
(except no such notice shall be required, and Tenant shall not have the right
to be present, in case of real, perceived, or threatened emergencies) (i) to
examine the Demised Premises and to show the Demised Premises or the Building
to the fee owners, lessors of superior leases, holders of superior mortgages,
or prospective purchasers, mortgagees or lessees of the Building as an
entirety, and (ii) for the purpose of making such repairs or changes or
doing such repainting in or to the Demised Premises or in or to the Building or
its facilities as may be provided for by this Lease or as it may be required to
make by law or in order to repair and maintain the Building or its fixtures or
facilities.  Landlord and its respective
agents shall be allowed to take all materials into and upon the Demised
Premises that may be required for such repairs, changes, repainting and
maintenance, without liability to Tenant, but Landlord and its respective
agents shall endeavor to minimize disruption to Tenant’s use and occupancy of
the Demised Premises in connection therewith (but Landlord shall not be
required to arrange for any of such activities to be conducted during other
than normal business hours).  Landlord
and its respective agents shall also have the right to enter on and/or pass
through the Demised Premises, or any part thereof, at such times as such entry
shall be required by circumstances of emergency affecting the Demised Premises
or the Building.


 


19.05                     During the period of twelve
(12) months prior to the Expiration Date, Landlord may exhibit the Demised
Premises to prospective tenants upon reasonable prior notice to Tenant and in a
manner so as not to unreasonably interfere with the conduct of Tenant’s
business.


 


19.06                     Solely by virtue of a valid
judicial order, Landlord and its agents shall have the right to permit access
to the Demised Premises, whether or not Tenant shall be present, to any
receiver, trustee, assignee for the benefit of creditors, sheriff, marshal or
court officer entitled to, or reasonably purporting to be entitled to, such
access for the purpose of taking possession of, or removing, any property of
Tenant or any other Occupant of the Demised Premises, or for any other lawsuit
purpose, or by any representative of any


 


30














 


Governmental Authority.  Neither anything contained in this Section,
nor any action taken by Landlord under this Section, shall be deemed to
constitute recognition by Landlord that any person other than Tenant has any
right or interest in this Lease or the Demised Premises.


 


19.07       The reasonable exercise by Landlord of any right
reserved to Landlord in this Article shall not constitute an actual or
constructive eviction, in whole or in part, or entitle Tenant to any abatement
or diminution of rent, or relieve Tenant from any of its obligations under this
Lease, or impose any liability upon Landlord, or its agents, or upon any lessor
under any ground or underlying lease, by reason of inconvenience or annoyance
to Tenant, or injury to or interruption of Tenant’s business, or otherwise.


 


20.                               Notice
of Accidents.


 


Tenant shall give notice to
Landlord, promptly after Tenant learns thereof of (i) any accident in or
about the Demised Premises for which Landlord might be liable, (ii) all
fires in the Demised Premises, (iii) all damages to or defects in the
Demised Premises, including the fixtures, equipment and appurtenances thereof
for the repair of which Landlord might be responsible, and (iv) all damage
to or defects in any parts or appurtenances of the Building’s sanitation,
electrical, heating, ventilating, air-conditioning, elevator and other systems
located in or passing through the Demised Premises or any part thereof.


 


21.                               Non-Liability
of Landlord in Certain Circumstances, Exculpation.


 


21.01       Neither Landlord, any superior lessor or any
superior mortgagee, nor any partner, director, officer, shareholder, principal,
agent, servant or employee of Landlord, any superior lessor or any superior
mortgagee (whether disclosed or undisclosed), shall be liable to Tenant for (i) any
loss, injury or damage to Tenant or to any other person, or to its or their
property, irrespective of the cause of such injury, damage or loss, nor shall
the aforesaid parties be liable for any loss of or damage to property of Tenant
or of others entrusted to employees of Landlord; provided, that, except to the
extent of the release of liability and waiver of subrogation provided in Section 11.05
hereof, the foregoing shall not be deemed to relieve Landlord of any liability
to the extent resulting from the gross negligence of Landlord, its agents,
servants or employees in the operation or maintenance of the Demised Premises
or the Building, (ii) any loss, injury or damage described in clause (i) above
caused by other tenants or persons in, upon or about the Building, or caused by
operations in construction of any private, public or quasi-public work or (iii) even
if grossly negligent, consequential damages arising out of any loss or use of
the Demised Premises or any equipment, facilities or other Tenant’s Property
therein.


 


21.02       Neither (i) the performance by Landlord, Tenant
or others of any decorations, repairs, alterations, additions or improvements
in or to the Building or the Demised Premises, including the erection or
operation of any crane, derrick or sidewalk shed, nor (ii) the failure of
Landlord or others to make any such decoration, repairs, alterations, additions
or improvements, nor (iii) any latent defect in the Building or in the
Demised Premises, nor (iv) any inconvenience or annoyance to Tenant or
injury to or


 


31

















 


interruption of Tenant’s
business by reason of any of the events or occurrences referred to in the
foregoing subdivisions (i) through (iii), shall constitute an actual or
constructive eviction, in whole or in part, or entitle Tenant to any abatement
or diminution of rent, or relieve Tenant from any of its obligations under this
Lease, or impose any liability upon Landlord, or its agents, or any lessor
under any ground or underlying lease, other than such liability as may be
imposed upon Landlord by law for Landlord’s negligence or the negligence of
Landlord’s agents, servants or employees in the operation or maintenance of the
Building or for the breach by Landlord of any express covenant of this Lease on
Landlord’s part to be performed.


 


21.03       Except as otherwise expressly provided in this
Lease, this Lease and the obligations of Tenant hereunder shall not be
affected, impaired or excused because Landlord is unable to fulfill, or is
delayed in fulfilling, any of its obligations under this Lease by reason of act
of God, strike, other labor trouble, governmental pre-emption or priorities or
other controls in connection with a national or other public emergency or
shortages of fuel, steam, supplies or labor resulting therefrom, or other cause
beyond Landlord’s reasonable control (“Force  Majeure”).  Notwithstanding the foregoing, Landlord will
use all reasonable efforts and due diligence to fulfill its obligations under
this Lease in a manner so as to minimize the interference to, and quiet
enjoyment of, Tenant in its use and occupancy of the Demised Premises.  Notwithstanding the above, if Tenant’s
possession of the Demised Premises is adversely impacted by a Force Majeure for
seven (7) or more consecutive days, Rent shall abate in an amount that is
proportionate to the area of the Demised Premises that remains untenantable,
until such Force Majeure event has terminated and the Demised Premises are
tenantable.


 


21.04       Neither any partner, employee, agent or
representative of Landlord shall have any personal liability for the failure of
Landlord to perform any obligation under this Lease, it being agreed that no
such person or entity shall be named in any legal or other proceeding to
enforce any right or remedy arising out of this Lease and Landlord’s liability
and Tenant’s sole recourse shall be limited to Landlord’s interest in and to
the Land and Building and no other assets of Landlord or of any of its
partners, employees, agents or representatives shall be subject to execution or
levy notwithstanding that Tenant may not be made whole out of such interest in
and to the Land and Building.


 


21.05       Tenant’s liability under this Lease extends to the
acts and omissions of any of its agents, contractors, employees and invitees
and to the acts and omissions of any subtenant of the Demised Premises and any
agent, contractor, employee, or invitee of any subtenant of the Demised
Premises.


 


22.                               Destruction
or Damage.


 


22.01       If the Building or the Demised Premises shall be
partially or totally damaged or destroyed by fire or other casualty (each, a “Casualty”),
then whether or not the damage or destruction shall have resulted from the
fault or neglect of Tenant, or its employees, agents or invitees (and if this
Lease shall not have been terminated as in this Article 22
hereinafter provided) Landlord shall repair the damage and restore and rebuild


 


32

















 


the Building and/or the
Demised Premises, at its expense (without limiting the rights of any insurance
company subrogated to Landlord’s rights hereunder pursuant to the terms of any
insurance policy as to which Landlord shall have been unable to obtain a waiver
of subrogation in accordance with Article 11 hereof, to seek
recovery from Tenant, and any rights of Landlord under any other provisions of
this Lease or at law or in equity), with reasonable dispatch after notice to it
of the damage or destruction; provided, however, that Landlord shall not be
required to repair or replace any of Tenant’s Property, or Tenant’s Changes or
any improvements, changes or alterations within the Demised Premises.


 


22.02       If the Building or the Demised Premises shall be
partially damaged or partially destroyed by a Casualty, the rents payable
hereunder shall be abated to the extent that the Demised Premises shall have
been rendered untenantable for the period from the date of such damage or
destruction to the date the earlier of (i) the date the Demised Premises
is made tenantable (provided, that if the Demised Premises would have been
tenantable at an earlier date but for Tenant having failed to cooperate with
Landlord in effecting repairs or restoration or collecting insurance proceeds,
then the Demised Premises shall be deemed to have been made tenantable on such
earlier date and the abatement shall cease) or (ii) the date Tenant or any
subtenant reoccupies a portion of the Demised Premises (in which case the Rent
allocable to such reoccupied portion shall be payable by Tenant from the date
of such occupancy).  If the Demised
Premises shall be totally damaged or destroyed or rendered completely
untenantable on account of a Casualty, the rent shall abate as of the date of
the damage or destruction and until Landlord shall repair, restore and rebuild
the Building and the Demised Premises. 
Should Tenant reoccupy a portion of the Demised Premises during the
period the restoration work is taking place and prior to the date that the same
are made completely tenantable, rents allocable to such portion shall be
payable by Tenant from the date of such occupancy. Landlord’s determination of
the date the Demised Premises  is
tenantable shall be controlling unless Tenant disputes same by notice to
Landlord within ten (10) days after such determination by Landlord, and
pending resolution of such dispute, Tenant shall pay Rent in accordance with
Landlord’s determination. 
Notwithstanding the foregoing, if solely by reason of any act or
omission by Tenant, any subtenant or any of their respective partners,
directors, officers, servants, employees, agents or contractors, Landlord, any
superior lessor or any superior mortgagee shall be unable to collect all of the
insurance proceeds  (including,  without 
limitation,  rent insurance proceeds)  applicable to 
the Casualty, then, without prejudice to any other remedies which may be
available against Tenant, there shall be no abatement of Rent, but the total
amount of such Rent not abated (which would otherwise have been abated) shall
not exceed the amount of uncollected insurance proceeds.  Nothing contained in this Section 22.02
shall relieve Tenant from any liability that may exist as a result of any
Casualty.


 


22.03       If the Demised Premises shall be totally damaged or
destroyed by a Casualty, or if the Building shall be so damaged or destroyed by
a Casualty that, in Landlord’s  or  Tenant’s 
reasonable  opinion,  substantial 
alteration,  demolition  or reconstruction of the Building shall be
required (whether or not the Demised Premises shall have been damaged or
rendered untenantable) then in any such case Landlord or Tenant may terminate
this Lease.


 


33

















 


22.04       No damages, compensation or claim shall be payable
by Landlord for inconvenience, loss of business or annoyance arising from any
repair or restoration of any portion of the Demised Premises or of the Building
pursuant to this Article 22. 
Landlord shall endeavor to effect such repair or restoration with all
reasonable expedition, subject to delays due to adjustments of insurance
claims, labor troubles and causes beyond Landlord’s control, and in such manner
as not unreasonably to interfere with Tenant’s use and occupancy.


 


22.05       Landlord will not carry separate insurance of any
kind on Tenant’s Property and on Tenant’s Changes or any other improvements,
and Landlord shall not be obligated to repair any damage thereto or replace the
same.  Tenant shall look solely to its
insurance for recovery of any damage to or loss of Tenant’s Property, Tenant’s
Changes or any other improvements. 
Tenant shall promptly notify Landlord of any Casualty in the Demised
Premises.


 


22.06       The provisions of this Article 22
shall be considered an express agreement governing any cause of damage or
destruction of the Demised Premises by fire or other casualty, and Section 227
of the Real Property Law of the State of New York, providing for such a
contingency in the absence of an express agreement, and any other law of like
import, now or hereafter in force, shall have no application in such case.


 


23.                               Condemnation.


 


23.01       In the event that the whole of the Demised Premises
shall be lawfully condemned or taken in any manner for any public or
quasi-public use, this Lease and the term and estate hereby granted shall forthwith
cease and terminate as of the date of vesting of title.  In the event that only a part of the Demised
Premises shall be so condemned or taken, then, effective as of the date of
vesting of title, Rent shall be abated in an amount proportionate to the area
of the Demised Premises so condemned or taken. 
In the event that only a part of the Building shall be so condemned or
taken, then (a) Landlord (whether or not the Demised Premises be affected)
may, at Landlord’s option, terminate this Lease and the term and estate hereby
granted as of the date of such vesting of title by notifying Tenant in writing
of such termination within forty-five (45) days following the date on which
Landlord shall have received notice of vesting of title, or (b) if such
condemnation or taking shall be of more than twenty-five percent (25%) of the
Demised Premises, Tenant may, at Tenant’s option, by delivery of notice in
writing to Landlord within thirty (30) days following the date on which Tenant
shall have received notice of vesting of title, terminate this Lease and the
term and estate hereby granted as of the date of vesting of title, or if
neither Landlord nor Tenant elects to terminate this Lease, as aforesaid, this
Lease shall be and remain unaffected by such condemnation or taking, except
that the Rent payable hereunder shall be abated to the extent herein before
provided in this Article 23. 
In the event that only a part of the Demised Premises shall be so
condemned or taken and this Lease and the term and estate hereby granted with
respect to the remaining portion of the Demised Premises are not terminated as
herein before provided, Landlord will, with reasonable diligence and at its
expense, restore the remaining portion of the Demised


 


34

















 


Premises as nearly as
practicable to the same condition as it was in prior to such condemnation or
taking, excluding Tenant’s Changes and other improvements, changes and
alterations to the Demised Premises.


 


23.02       In the event of its termination in any of the cases
hereinbefore provided, this Lease and the term and estate hereby granted shall
expire as of the date of such termination with the same effect as if that were
the Expiration Date, and the Rent payable hereunder shall be apportioned as of
such date.


 


23.03       In the event of any condemnation or taking
hereinbefore mentioned of all or a part of the Building, Landlord shall be
entitled to receive the entire award in the condemnation proceeding, including
any award made for the value of the estate vested by this Lease in Tenant, and
Tenant hereby expressly assigns to Landlord any and all right, title and
interest of Tenant now or hereafter arising in or to any such award or any part
thereof, and Tenant shall be entitled to receive no part of such award.  Nothing in this Section 23.03
shall be construed to prevent Tenant from making a claim in a separate
proceeding for relocation assistance including but not limited to moving
expenses and the cost of any trade fixtures taken in any such condemnation or
taking, provided same does not reduce Landlord’s award in its proceeding.


 


23.04       In the event any part of the Demised Premises be
taken to effect compliance with any law or requirement of public authority
other than in the manner hereinabove provided in this Article 23,
then (i) if such compliance is the obligation of Tenant under this Lease,
Tenant shall not be entitled to any diminution or abatement of rent or other
compensation from Landlord therefor, but (ii) if such compliance is the
obligation of Landlord under this Lease, the Rent hereunder shall be reduced
and adjusted in the same manner as is provided in Section 23.01
according to the reduction in rentable area of the Demised Premises from such
taking.


 


23.05       Landlord shall notify Tenant of any condemnation
proceeding of which it has received written notice involving the Demised
Premises or involving substantially all of the common areas for the Building.


 


24.                               Surrender.


 


24.01       On the Expiration Date, or upon any earlier
termination of this Lease, or upon any reentry by Landlord upon the Demised
Premises, Tenant shall quit and surrender the Demised Premises to Landlord in
good order, condition and repair, except for ordinary wear and tear and such
damage or destruction as Landlord is required to repair or restore under this
Lease, and Tenant shall remove all of Tenant’s Property therefrom except as
otherwise expressly provided in this Lease. 
Landlord shall have the right to retain any property and effects which
shall remain in the Demised Premises seven (7) days after the expiration
or sooner termination of the term, and any net proceeds from the sale thereof,
without waiving Landlord’s right with respect to any default by Tenant under
the foregoing provisions of this Section. 
Tenant expressly waives, for itself and for any person claiming through
or under Tenant, any rights which Tenant or any such person may have under the


 


35

















 


provisions of Section 2201
of the New York Civil Practice Law and Rules and of any successor law of
like import then in force, in connection with any holdover summary proceedings
which Landlord may institute to enforce the foregoing provisions of this
Article.  If said date upon which the
term shall expire and come to an end shall fall on a Sunday or holiday, then
Tenant’s obligations under the first sentence of this Section shall be
performed on or prior to the Saturday or business day immediately preceding
such Sunday or holiday.  Tenant’s
obligations under this Section shall survive the expiration or sooner
termination of the term of this Lease,


 


24.02       Tenant agrees it shall indemnify, defend with
counsel selected by Landlord, and save Landlord harmless against all costs,
claims, loss or liability resulting from delay by Tenant in surrendering the
Demised Premises, including, without limitation, any awards to any succeeding
tenant founded on such delay.  The
parties recognize and agree that the damage to Landlord resulting from any
failure by Tenant to surrender the Demised Premises on the Expiration Date or
upon any earlier termination of this Lease will be material, will exceed the
amount of monthly rent theretofore payable hereunder, and will be impossible of
accurate measurement.  Tenant therefore
agrees that if possession of the Demised Premises is not surrendered to
Landlord within seven (7) days after the date of the expiration or sooner
termination of the term of this Lease, then (without limitation of Landlord’s
right to claim and collect consequential damages caused by Tenant’s holdover)
Tenant will pay Landlord promptly upon demand as a liquidated use and occupancy
charge, without set-off or deduction, for each month and for each portion of
any month during which Tenant holds over in the Demised Premises after expiration
or termination of the term of this Lease, a sum equal to one and one-half (1.5)
times the average Rent which was payable per month under this Lease during the
last six months of the term of its Lease. 
Such holding over shall not be deemed to extend the term or renew this
Lease.  Notwithstanding the foregoing,
the acceptance of any rent paid by Tenant pursuant to this Section 24.02
shall not preclude Landlord from commencing and prosecuting a holdover or
summary eviction proceeding.


 


25.                               Conditions
of Limitation.


 


25.01       This Lease and the term and estate hereby granted
are subject to the limitation that whenever Tenant shall make an assignment of
the property of Tenant for the benefit of creditors, or shall file a voluntary
petition under any bankruptcy or insolvency law or any involuntary petition
alleging an act of bankruptcy or insolvency shall be filed against Tenant under
any bankruptcy or insolvency law, or whenever a petition shall be filed by or
against Tenant under the reorganization provisions of the United States
Bankruptcy Code or under the provisions of any law of like import, or whenever
a petition shall be filed by Tenant under the arrangement provisions of the
United States Bankruptcy Code or under the provisions of any law of like import,
or whenever a permanent receiver of Tenant or of or for the property of Tenant
shall be appointed, then, Landlord may (a), at any time after receipt of notice
of the occurrence of any such event, or (b) if such event occurs without
the acquiescence of Tenant, at any time after the event continues for ninety
(90) days, give Tenant a notice of intention to end the term of this Lease at
the expiration of thirty (30) days from the date of service of such notice of
intention, and upon the


 


36

















 


expiration of said thirty
(30) day period this Lease and term and estate hereby granted, whether or not
the term shall theretofore have commenced, shall terminate with the same effect
as if that day were the Expiration Date, but Tenant shall remain liable for
damages as provided in Article 27, For purposes of this Section 25.01,
the term “Tenant” shall include any guarantor of this Lease.


 


25.02       This Lease and the term and estate hereby granted
are subject to further limitation as follows:


 


(a)           whenever Tenant shall default in the payment of
Fixed Rent or any other charge payable by Tenant to Landlord, on any day upon
which the same ought to be paid, or


 


(b)           whenever Tenant shall default in the keeping,
observance  or performance of any
covenant or agreement (except as provided in Sections 25.02(a),
(c), (d), (e), (f), (g), (h), or (i)) or do or permit anything to be done,
whether by action or inaction, contrary to any of Tenant’s obligations
hereunder, and if such situation shall continue and shall not be remedied by
Tenant within thirty (30) days after Landlord shall have given to Tenant a
notice specifying the same, or, in the case of a happening or default which
cannot with due diligence be cured within a period of thirty (30) days and the
continuance of which for the period required for cure will not subject Landlord
to the risk of criminal liability or termination of any superior lease or
foreclosure of any superior mortgage, if Tenant shall not, (i) within said
thirty (30) day period advise Landlord of Tenant’s intention to duly institute
all steps necessary to remedy such situation, (ii) duly institute within
said thirty (30) day period, and thereafter diligently and continuously
prosecute to completion all steps necessary to remedy the same and (iii) complete
such remedy within such time after the date of the giving of said notice by
Landlord as shall reasonably be necessary, (but in no instance shall such
remedy be completed later than one hundred-twenty (120) days from the giving of
notice by Landlord), or


 


(c)           whenever any event shall occur or any contingency
shall arise whereby this Lease or the estate hereby granted or the unexpired
balance of the term hereof would, by operation of law or otherwise, devolve
upon or pass to any person, firm or corporation other than Tenant, except as
expressly permitted by Article 36, or


 


(d)           whenever Tenant shall vacate, desert or abandon the
Demised Premises (unless as a result of a casualty), or


 


(e)           if Tenant or any Affiliate defaults under any other
lease with Landlord or any Affiliate of Landlord, which default shall continue
beyond any applicable grace period provided under such other Lease, or


 


(f)            if Tenant shall fail to take possession of the
Demised Premises within thirty (30) days after the Commencement Date, or


 


37

















 


(g)           if (i) Tenant shall commence any case,
proceeding or other action (A) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief
entered with respect to Tenant, or seeking to adjudicate Tenant a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution,
composition or other relief with respect to Tenant or Tenant’s debts, or (B) seeking
appointment or a receiver, trustee, custodian or other similar official for
Tenant or for all or any substantial part of Tenant’s property; or (ii) there
shall be commenced against Tenant any case, proceeding or other action of a
nature referred to in clause (i) above or seeking issuance of a warrant of
attachment, execution, distraint or similar process against all or any
substantial part of Tenant’s property, which case, proceeding or other action (x) results
in the entry of an order for relief or (y) remains undismissed,
undischarged or unbonded for a period of ninety (90) days; or (iv) Tenant
shall take any action consenting to or approving of any of the acts set forth
in clause (i) or (ii) above; or (v) Tenant shall generally not,
or shall not be unable to, pay Tenant’s debts as they become due or shall admit
in writing Tenant’s inability to pay Tenant’s debts;


 


(h)           if Tenant is a corporation and shall cease to exist
as a corporation in good standing in the state of its incorporation, or if
Tenant is a partnership or other entity and Tenant shall be dissolved or
otherwise liquidated; or


 


(i)            if a default of the kind set forth in Section 25.02(a) or (b) shall occur and have
been cured, and if a similar default shall occur more than once within the next
365 days, whether or not such similar defaults are cured within the applicable
grace period; 


 


then in any of said cases as
set forth in the foregoing subsections (a), (b), (c), (d), (e), (f), (g), (h) and
(i), Landlord may give Tenant a notice of intention to end the term of this
Lease at the expiration often (10) business days from the date of the
service of such notice of intention, and upon the expiration often (10) business
days, this Lease and the term and estate hereby granted, whether or not the
term shall theretofore have commenced, shall terminate with the same effect as
if that day were the Expiration Date, but Tenant shall remain liable for
damages as provided in Article 27.


 


26.                               Re-entry
by Landlord.


 


26.01       If Tenant shall default in the payment of any
installment of Rent on any date upon which the same ought to be paid, and if
such default shall continue for ten (10) business days after Landlord
shall have given to Tenant a notice specifying such default, or if this Lease
shall expire as in Article 25, provided, Landlord or
Landlord’s agents and employees may at any time thereafter re-enter the Demised
Premises, or any part thereof, either by summary dispossess proceedings or by
any suitable action or proceeding at law, without being liable to indictment,
prosecution or damages therefrom, to the end that Landlord may have, hold and
enjoy the Demised Premises again as and of its first estate and interest therein.  The word “re-enter”, as herein used, is not
restricted to its technical legal meaning. 
In the event of any termination of this Lease under the provisions of Article 25.  or if Landlord shall reenter the Demised
Premises under the provisions of this


 


38

















 


Article 26
or in the event of the termination of this Lease, or of reentry, by or under
any summary dispossess or other proceedings or action or any provision of law
by reason of default hereunder on the part of Tenant, Tenant shall thereupon
pay to Landlord the Rent payable by Tenant to Landlord up to the time of such
termination of this Lease, or of such recovery of possession of the Demised
Premises by Landlord, as the case may be, and shall also pay to Landlord
damages as provided in Article 27.


 


26.02       In the event of a breach or threatened breach by
Tenant of any of its obligations under this Lease, Landlord shall also have the
right of injunction.  The special
remedies to which Landlord may resort hereunder are cumulative and are not
intended to be exclusive of any other remedies or means of redress to which
Landlord may lawfully be entitled at any time and Landlord may invoke any
remedy allowed at law or in equity as if specific remedies were not provided
for herein.


 


26.03       If this Lease shall terminate under the provisions
of Article 25, or if Landlord shall reenter the Demised
Premises under the provisions of this Article 26, or in the
event of the termination of this Lease, or of reentry, by or under any summary
dispossess or other proceeding or action or any provision of law by reason of
default hereunder on the part of Tenant, Landlord shall be entitled to retain
all moneys, if any, paid by Tenant to Landlord, whether as advance rent,
security or otherwise, but such moneys shall be credited by Landlord against
any Rent due from Tenant at the time of such termination or reentry or, at
Landlord’s option, against any damages payable “by Tenant under Article 27
or pursuant to law.


 


27.                               Damages.


 


27.01       If this Lease is terminated under the provisions of Article 25,
or if Landlord shall reenter the Demised Premises under the provisions of Article 26,
or in the event of the termination of this Lease, or of reentry, by or under
any summary dispossess or other proceeding or action or any provision of law,
Tenant shall pay to Landlord as damages, at the election of Landlord, either


 


(a)           a sum which at the time of such termination of this
Lease or at the time such reentry by Landlord, as the case may be, represents
the then value of the excess if any, of


 


(i)            the aggregate of the Rent
payable hereunder which would have been payable by Tenant (conclusively
presuming the additional rent to be the same as was payable for the year
immediately preceding such termination) for the period commencing with such
earlier termination of this Lease or the date of any such reentry, as the case
may be, and ending with the Expiration Date, had this Lease not so terminated
or had Landlord not so re-entered the Demised Premises, over


 


(ii)           the aggregate fair and
reasonable rental value of the Demised Premises for the same period, or


 


39

















 


(b)           sums equal to the Rent (as above presumed) payable
hereunder which would have been payable by Tenant had this Lease not so
terminated, or had Landlord not so re-entered the Demised Premises, payable
upon the due dates therefor specified herein following such termination or such
reentry and until the Expiration Date; provided, however, that if Landlord
shall re-let the Demised Premises during said period, Landlord shall credit
Tenant with the net rents received by Landlord from such re-letting, such net
rents to be determined by first deducting from the gross rents, as and when
received by Landlord from such re-letting, the expenses incurred or paid by
Landlord in terminating this Lease or in re-entering the Demised Premises and
in securing possession thereof as well as the expenses of re-letting, including
altering and preparing the Demised Premises for new tenants, brokers’
commissions, legal expenses, attorneys’ fees, advertising, and all other
expenses properly chargeable against the Demised Premises and the rental
thereof; it being understood that any such re-letting may be for a period
shorter or longer than the remaining term of this Lease; but in no event shall
Tenant be entitled to receive any excess of such net rents over the sums
payable by Tenant to Landlord hereunder, nor shall Tenant be entitled in any
suit for the collection of damages pursuant to this subsection to a credit in
respect of any net rents from a re-letting, except to the extent that such net
rents are actually received by Landlord. 
If the Demised Premises or any part thereof should be re-let in
combination with other space, then proper apportionment on a square foot basis
shall be made of the rent received from such re-letting and of the expenses of
re-letting.


 


27.02       If the Demised Premises or any part thereof be
re-let by Landlord for the unexpired portion of the term of this Lease, or any
part thereof before presentation of proof of such damages to any court,
commission or tribunal, the amount of rent reserved upon such re-letting shall,
prima facie, be the fair and reasonable rental value for the Demised Premises,
or part thereof so re-let during the term of the re-letting.


 


27.03       A suit or suits for the recovery of such damages, or
any installments thereof, may be brought by Landlord from time to time at its
election, and nothing contained herein shall be deemed to require Landlord to
postpone suit until the date when the term of this Lease would have expired if
it had not been so terminated under the provisions of Article 25,
or under any provision of law, or had Landlord not re-entered the Demised
Premises. Nothing herein contained shall be construed to limit or prejudice the
right of Landlord to prove for and obtain as liquidated damages, and not as a
penalty, by reason of the termination of this Lease or re-entry of the Demised
Premises for the default of Tenant under this Lease, an amount equal to the
maximum allowed by any statute or rule of law in effect at the time when,
and governing the proceedings in which, such damages are to be proved whether
or not such amount be greater, equal to, or less than any of the sums referred
to in Section 27.01.


 


27.04       Landlord may re-let the Demised Premises or any part
or parts thereof; either in the name of Landlord or otherwise, for a term or
terms which may at Landlord’s option be less than or exceed the period which
would otherwise have constituted the


 


40

















 


balance of the term of this
Lease and may grant concessions or free rent or charge a higher rental than
that in this Lease.


 


27.05       Landlord, in putting the Demised Premises in good order
or preparing the same for re-rental, may, at its option, make such alterations,
repairs, replacements, and/or decorations in the Demised Premises as Landlord,
in its sole judgment, considers in good faith advisable and necessary for the
purpose of re-letting the Demised Premises, and the making of such alterations,
repairs, replacements and/or decorations shall not operate or be construed to
release Tenant from liability hereunder as aforesaid.


 


27.06       Landlord shall in no event be liable in any way for
failure to re-let the Demised Premises or, in the event that the Demised
Premises are re-let, for failure to collect the rent thereof under such
re-letting.  The failure of Landlord to
re-let the Demised Premises or any part or parts thereof shall not release or
affect Tenant’s liability for damages.


 


28.                               Waivers.


 


28.01       Tenant, for Tenant, and on behalf of any and all
persons claiming through or under Tenant, including creditors of all kinds,
does hereby waive and surrender all right and privilege which they or any of
them might have under or by reason of any present or future law, to redeem the
Premises or to have a continuance of this Lease for the term hereby demised
after being dispossessed or ejected therefrom by process of law or under the
terms of ease or after the termination of this Lease as herein provided.


 


28.02       In the event that Tenant is in arrears in payment of
Fixed Rent or additional rent hereunder beyond any applicable grace or cure
period, Tenant waives Tenant’s right, if any, to designate the item against
which any payments made by Tenant are to be credited, and Tenant agrees that
Landlord may apply any payments made by Tenant to any items as Landlord sees
fit, irrespective of and notwithstanding any designation or request by Tenant
as to the item against which such payments shall be credited.  Landlord and Tenant hereby waive trial by
jury in any action, proceeding or counterclaim brought by either against the
other on any matter whatsoever arising out of or in any way connected with this
Lease, the relationship of landlord and tenant, Tenant’s use or occupancy of
the Demised Premises, including any claim of injury or damage, or any emergency
or other statutory remedy with respect thereto. 
If Landlord commences any summary proceeding for possession, Tenant
hereby waives the right to and agrees that Tenant shall not interpose any
counterclaim of whatever nature or description in any such proceeding, except
compulsory counterclaims which Tenant would be deemed to have waived if not
asserted in such a proceeding.


 


28.03       The provisions of Articles 17 and
18 shall be considered express agreements governing the services to be
furnished by Landlord, and Tenant agrees that any laws and/or requirements of
public authorities, now or hereafter in force, shall have no application in
connection with any enlargement of Landlord’s obligations with respect to such
services.


 


41














 


29.                               No
Other Waivers or Modifications.


 


29.01       The failure of either party to insist in any one or
more instances upon the strict performance of any one or more of the
obligations of this Lease, or to exercise any election herein contained, shall
not be construed as a waiver or relinquishment for the future of the
performance of such one or more obligations of this Lease or of the right to
exercise such election, but the same shall continue and remain in full force
and effect with respect to any subsequent breach, act or omission.  No executory agreement hereafter made between
Landlord and Tenant shall be effective to change, modify, waive, release,
discharge, terminate or effect an abandonment of this Lease, in whole or in
part, unless such executory agreement is in writing, refers expressly to this
Lease and is signed by the party against whom enforcement of the change,
modification, waiver, release, discharge or termination or effectuation of the
abandonment is sought.


 


29.02       The
following specific provisions of this Section 29.02 shall
not be deemed to limit the generality of Section 29.01:


 


(a)           No agreement to accept a surrender of all or any
part of the Demised Premises shall be valid unless in writing and signed by
Landlord.  The delivery of keys to an employee
of Landlord or one of its agents shall not operate as a termination of this
Lease or a surrender of the Demised Premises. 
If Tenant shall at any time request Landlord to sublet the Demised
Premises for Tenant’s account, Landlord or its agent is authorized to receive
said keys for such purpose without releasing Tenant from any of its obligations
under this Lease, and Tenant hereby releases Landlord from any liability for
loss or damage to any of Tenant’s Property in connection with such subletting.


 


(b)           The receipt by Landlord of rent with knowledge of
breach of any obligation of this Lease shall not be deemed a waiver of such
breach.


 


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


 


30.                               Curing
Tenant’s Defaults, Additional Rent.


 


30.01       If Tenant shall default in the performance of any of
Tenant’s obligations under this Lease, Landlord, without thereby waiving such
default, may (but shall not be obligated to) perform the same for the account
and at the expense of Tenant, without notice, in a case of emergency, and in
any other case, only if such default continues after the expiration of the applicable
grace period provided in Section 25.02 or elsewhere in this
Lease for cure of such default.


 


42

















 


30.02       Bills for reasonable expenses incurred by Landlord
in connection with any such performance by it for the account of Tenant, and
bills for all reasonable costs, expenses and disbursements of every kind and
nature whatsoever, including reasonable counsel fees, involved in collecting or
endeavoring to collect the Rent or any part thereof or enforcing or endeavoring
to enforce any rights against Tenant, under or in connection with this Lease,
or pursuant to law, including any such cost, expense and disbursement involved
in instituting and prosecuting summary proceedings or in defending any action
unsuccessfully brought by Tenant, as well as bills for any property, material,
labor or services provided, furnished or rendered, by Landlord or at its
instance to Tenant, may be sent by Landlord to Tenant monthly, or immediately,
at Landlord’s option, and shall be due and payable in accordance with the terms
of such bills.  If Tenant’s lease term
shall have expired at the time of making of such expenditures or incurring of
such obligations, such sums shall be recoverable by Landlord as damages.


 


31.                               Parties
Bound.


 


31.01       The obligations of this Lease shall bind and benefit
the successors and assigns of the parties with the same effect as if mentioned
in each instance where a party is named or referred to, except that no
violation of the provisions of Article 36 shall operate to
vest any rights in any successor or assignee of Tenant and that the provisions
of this Article 31 shall not be construed as modifying the
conditions of limitation contained in Article 25.  However, the obligations of Landlord under
this Lease shall not be binding upon Landlord herein named with respect to any
period subsequent to the transfer of its interest in the Building as owner or
lessee thereof together with Tenant’s security that has not previously been
applied or retained and in the event of such transfer said obligations shall
thereafter be binding upon each transferee of the interest of Landlord herein
named as such owner or lessee of the Building, but only with respect to the
period ending with a subsequent transfer within the meaning of this Article 31.


 


31.02       Tenant may look only to Landlord’s estate and
property in the Building for the satisfaction of Tenant’s remedies or the
collection of a judgment (or other judicial process) or arbitration award
requiring the payment of money by Landlord hereunder, and no other property or
assets of such Landlord or any partner or member of Landlord, disclosed or
undisclosed, shall be subject to levy, 
execution or other enforcement procedure for the satisfaction of Tenant’s
remedies under or with respect to this Lease, the relationship of landlord and
tenant hereunder or under law or Tenant’s use or occupancy of the Demised
Premises.


 


32.                               Notices.


 


All notices and other
communications (other than rent bills) required to be given under this Lease
shall be in writing, signed by the party serving the notice or other
communication, and sent by registered or certified United States mail, return
receipt requested, or reputable overnight courier service, to the address of
the party to whom given as set forth below or to such other address as either
party may designate in writing in the


 


43

















 


manner herein
prescribed.  All such notices and other
communication shall be deemed effective upon receipt.  Addresses to which notices shall be sent are,
as follows:


 


	
  To Landlord:

  
	
   

  
	
  205-215 Lexington Avenue Associates LLC

  
	
  c/o Somerset Management Ltd.

  
	
  205 Lexington Avenue

  
	
  New York, New York 10016

  
	
   

  
	
  with a copy to:

  
	
   

  
	
  Colliers ABR, Inc.

  
	
  40 East 52nd Street

  
	
  New York, New York 10022

  
	
  Attention: Ms. Wendy Miller

  
	
   

  
	
  To Tenant:

  
	
   

  
	
  Tangoe, Inc.

  
	
  35 Executive Boulevard

  
	
  Orange, CT 06477

  
	
  Attention: Gary Martino

  
	
   

  
	
  with a copy to:

  
	
   

  
	
  Tangoe, Inc.

  
	
  205 Lexington Avenue, Suite 1000

  
	
  New York, NY 10016

  
	
  Attention: George Germano

  



 


33.                               Estoppel
Certificate, Memorandum.


 


33.01       Each party agrees, at any time and from time to
time, as requested by the other party, upon not less than ten (10) business
days’ prior notice to execute and deliver to the other a statement certifying
that this Lease is unmodified and in full force and effect (or if there have
been modifications that the same is in full force and effect as modified and
stating the modifications) certifying the dates to which the Rent have been
paid, and stating whether or not, to the best knowledge of the signer, the
other party is in default in performance of any of its obligations under this
Lease, and, if so, specifying each such default of which the signer may have
knowledge, it being intended that any such statement delivered pursuant hereto
may be relied upon by others with whom the party requesting such certificate
may be dealing.


 


33.02       Tenant shall not record either this Lease or a
memorandum thereof and any attempt so to record shall be deemed a default
hereunder.


 


44

















 


34.                               Directory
Listings.


 


34.01       Landlord shall provide Tenant with up to four (4) lines
in the Building’s directory (which may, at Landlord’s sole discretion, be an
electronic directory) which shall be located in the lobby of the Building and
shall, at Tenant’s request, include the name of Tenant (and Tenant’s employees
who may work in the Building or other permitted subtenant or designee) in the
listing, provided the size and location of the name so listed and the location
of the directory shall be at the sole discretion of the Landlord.  The cost of adding and deleting names on such
directory after initial installation of such names in the Building’s directory
shall be paid by Tenant, in advance, at the sum of Landlord’s then standard
charge per change per line.  The listing
of any name or logo other than that of Tenant on the Building’s directory or
otherwise, shall never operate to vest in any such party (or parties) an
interest in this Lease or in the Premises, nor shall it be deemed to be the
consent of Landlord to any assignment or transfer of this Lease, or any other
sublease of the Premises, or to the use and occupancy thereof by others.  Subject to Landlord’s approval and prior
written consent, which consent shall not be unreasonably withheld or delayed,
Tenant may install a sign in the hallway next to the front door of the Demised
Premises.


 


35.                               No
Other Representations, Construction, Governing Law.


 


35.01       Tenant expressly acknowledges and agrees that
Landlord has not made and is not making, and Tenant, in executing and
delivering this Lease, is not relying upon, any warranties, representations,
promises or statements, except to the extent that the same are expressly set
forth in this Lease or in any other written agreement which may be made between
the parties concurrently with the execution and delivery of this Lease and
shall expressly refer to this Lease. 
This Lease and said other written agreement(s) made concurrently
herewith, if any, are hereinafter referred to as the “Lease Documents.”  It is understood and agreed that all
understandings and agreements heretofore had between the parties are merged in
the Lease Documents, which alone fully and completely express their agreement,
and that the same are entered into after full investigation, neither party
relying upon any statement or representation not embodied in the Lease
Documents, made by the other.  Except as
specifically set forth herein, neither Landlord, Landlord’s agents, employees,
representatives, managing agent, legal counsel or broker has made any
representation or other statement upon which Tenant is relying concerning any
of the following: (i) the area of the Demised Premises or the Building, (ii) the
physical condition of the Demised Premises or the Building, (iii) the
existence or nonexistence of any Hazardous Substance, Hazardous Condition or
Hazardous Activity in or about either the Demised Premises or the Building, (iv) the
state of title to the Real Property, (v) the availability of utilities to
the Demised Premises or the Building, (vi) the existence of any notice of
violation of any law, statute, code or regulation affecting the use, safety,
occupancy of the Demised Premises or the Building or (vii) the use made of
any portion of the Building by any occupant thereof.


 


45

















 


35.02       If any of the provisions of this Lease, or the
application thereof to any person or circumstances, shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of
said provision or provisions to persons or circumstances other than those as to
whom or which it is held invalid or unenforceable, shall not be affected
thereby, and every provision of this Lease shall be valid and enforceable to
the fullest extent permitted by law.


 


35.03       This Lease shall be governed in all respects by the
laws of the State of New York without regard to conflicts of laws principles.


 


35.04       If on the Commencement Date, or any time during the
term, the Rent reserved in this Lease is not fully collectible by reason of any
Federal, State, County or City law, proclamation, order or regulation or
direction of a public officer or body pursuant to law (collectively “Law”),
Tenant agrees to take such steps as Landlord may reasonably request to permit
Landlord to collect the maximum rents which may be legally permissible from
time to time during the continuance of such Law (but not in excess of the
amounts reserved therefor under this Lease). 
Upon the termination of such legal rent restriction, Tenant shall pay to
Landlord, to the extent permitted by Law, an amount equal to (a) the Rent
which would have been paid pursuant to this Lease but for such legal rent
restriction, less (b) the Rent paid by Tenant to Landlord during the
period such Law was in effect.


 


36.                               Assignment,
Mortgaging, Subletting, Etc.


 


36.01       Subject to Section 36.02, neither
this Lease nor the term and estate hereby granted, nor any part hereof or
thereof shall be assigned, mortgaged, pledged, encumbered or otherwise
transferred voluntarily, involuntarily, by operation of law or otherwise, and
neither the Demised Premises, nor any part thereof shall be subleased, be
licensed, be used or occupied by any person or entity other than Tenant or be
encumbered in any manner by reason of any act or omission on the part of
Tenant, and no rents or other sums receivable by Tenant under any sublease of
all or any part of the Demised Premises shall be assigned or otherwise
encumbered, without the prior consent of Landlord.  The dissolution or direct or indirect
transfer of Control (as defined below) of Tenant (however accomplished
including, by way of example, the admission of new partners or members or
withdrawal of existing partners or members, or transfers of interests in
distributions of profits or losses of Tenant, issuance of additional stock,
redemption of stock, stock voting agreement, or change in classes of stock)
shall be deemed an assignment of this Lease regardless of whether the transfer
is made by one or more transactions, or whether one or more persons or entities
hold the controlling interest prior to the transfer or afterwards.  An agreement under which another person or
entity becomes responsible for all or a portion of Tenant’s obligations under
this Lease shall be deemed an assignment of this Lease.  No assignment or other transfer of this Lease
and the term and estate hereby granted, and no subletting of all or any portion
of the Demised Premises shall relieve Tenant of its liability under this Lease
or of the obligation to obtain Landlord’s prior consent to any further
assignment, other transfer or subletting. 
Any attempt to assign this Lease or sublet all or any portion of the
Demised Premises in violation of this Article 36 shall be null
and void.  “Control” (and with
correlative meaning, “controlled by” and “under common control with”) means


 


46

















 


ownership or voting control,
directly or indirectly, of 50% or more of the voting stock, partnership
interests or other beneficial ownership interests of the entity in
question.  “Affiliate” means, as
to any designated person or entity, any other person or entity which controls,
is controlled by, or is under common control with, such designated person or
entity.  Notwithstanding anything to
contrary contained herein, Tenant shall have the right, upon prior written
notice to Landlord, to assign the Lease to any affiliate, parent, subsidiary,
divisional entity, partner, joint venture entity or related business entity of
Tenant, or to any entity arising by virtue of merger, consolidation or other
business combination with Tenant or Tenant’s parent entity, or to any purchaser
of all or substantially all of Tenant’s stock or assets, or to any entity under
the ownership or control of Tenant’s parent entity or holding entity
(individually, a “Related Entity” and collectively, “Related Entities”).


 


36.02       (a)           If Tenant desires to assign this Lease or sublet all
of the Demised Premises (other than in accordance with Section 36.01),
Tenant shall give to Landlord notice (a “Transfer Notice”),
thereof specifying (i) in the case of a proposed subletting, the term of
the subletting of such space, (ii) (A) in the case of a proposed
assignment, the consideration Tenant desires to receive or pay for such
assignment or (B) in the case of a proposed subletting, the fixed annual
rent which Tenant desires to receive for such proposed subletting and (iii) the
proposed assignment or sublease commencement date, which notice shall be
accompanied by (w) a copy of the proposed assignment or sublease term
sheet or draft sublease and all related agreements, (x) a statement
setting forth in reasonable detail the identity of the proposed assignee or
subtenant, the nature of its business and its proposed use of the Demised
Premises, (y) current financial information with respect to the proposed
assignee or subtenant, including without limitation, its most recent financial
statement and (z) such other information as Landlord may reasonably
request and Landlord’s consent to the proposed assignment or sublease shall not
be unreasonably withheld, conditioned or delayed, and Landlord shall respond to
Tenant’s Transfer Notice within thirty business (30) days of Landlord’s receipt
of the Transfer Notice, provided that:


 


(i)            In Landlord’s reasonable
judgment the proposed assignee or subtenant will use the Demised Premises in a
manner that (A) is in keeping with the then standards of the Building, (B) is
limited to the use expressly permitted under this Lease, and (C) will not
violate any negative covenant as to use contained in any other Lease of space
in the Building.


 


(ii)           The proposed assignee or
subtenant is, in Landlord’s reasonable judgment, a reputable person or entity
of good character and with sufficient financial worth considering the
responsibility involved.


 


(iii)          Neither the proposed
assignee or sublessee, nor any Affiliate of such assignee or sublessee, is then
an occupant of any part of the Building, unless the Landlord does not have
available at the time of sublet or assignment comparable space of comparable
size.


 


47

















 


(iv)          The proposed assignee or
sublessee is not a person with whom Landlord is then negotiating or has within
the prior six (6) months negotiated to lease space in the Building or in
the adjacent building whose address is 215 Lexington Avenue, New York, NY
10016.


 


(v)           The form of the proposed
sublease or assignment shall be reasonably satisfactory to Landlord and shall
comply with the applicable provisions of this Article 36.


 


(vi)          There shall not be more than
one (1) subtenant or assignee of the Demised Premises.


 


(vii)         The aggregate rent to be
paid by the proposed subtenant is not less than the fair rental value of the sublet
space.


 


(viii)        Tenant shall reimburse
Landlord on demand for any reasonable costs incurred by Landlord in connection
with said assignment or sublease, including, without limitation, the costs of
making investigations as to the acceptability of the proposed assignee or
subtenant, and reasonable legal costs incurred in connection with the granting
of any requested consent.


 


(b)           Tenant’s Transfer Notice shall be deemed an offer
from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, upon the
same terms contained in the Transfer Notice, at Landlord’s option, (i) sublease
such space from Tenant or (ii) have this Lease assigned to it or (iii) terminate
this Lease and recapture the Premises. 
Said option may be exercised by Landlord by notice to Tenant within
thirty (30) days after a Tenant’s Transfer Notice, together with all other
information required pursuant to Section 36.02(a), has been
given by Tenant to Landlord.


 


(c)           If Landlord exercises its option under Section 36.02(b)(iii)
to terminate this Lease and recapture the Premises, then this Lease shall
terminate on the proposed assignment or sublease commencement date specified in
the applicable Tenant’s Transfer Notice and all Rent and other charges shall be
paid and apportioned to such date.


 


(d)           If Landlord exercises its option under Section 36.02(b)(ii) to
have this Lease assigned to it (or its designee), then Tenant shall assign this
Lease to Landlord (or Landlord’s designee) by an assignment in form and
substance reasonably satisfactory to Landlord, effective on the proposed
assignment or sublease commencement date specified in the applicable Tenant’s
Transfer Notice and Tenant’s liability under this Lease shall terminate.  Tenant shall not be entitled to consideration
or payment from Landlord (or Landlord’s designee) in connection with any such
assignment.  If the Transfer Notice
provides that Tenant will pay any consideration or grant any concessions in
connection with the proposed assignment, then Tenant shall pay such
consideration and/or grant any such concessions to Landlord (or Landlord’s
designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s
designee).


 


48

















 


(e)           If Landlord exercises its option under Section 36.02(b)(iii)
to terminate this Lease with respect to the space covered by a proposed
sublease, then this Lease shall terminate with respect to the Demised Premises
on the effective date of the proposed sublease.


 


(f)            If Landlord exercises its option under Section 36.02(b)(i) to sublet the space Tenant desires to
sublet, such sublease to Landlord or its designee (as subtenant) shall be in
form and substance reasonably satisfactory to Landlord effective on the
proposed assignment or sublease commencement date specified in the applicable
Tenant’s Transfer Notice.  Tenant shall
not be entitled to consideration, except as otherwise provided herein, or
payment from Landlord (or Landlord’s designee) in connection with any such
subletting.  If the Transfer Notice
provides that Tenant will pay any consideration or grant any concessions in
connection with the proposed sublease, then Tenant shall pay such consideration
and/or grant any such concessions to Landlord (or Landlord’s designee) on the
date Tenant assigns this Lease to Landlord (or Landlord’s designee), and:


 


(i)            shall be subject to all of
the terms and conditions of this Lease except such as are irrelevant or
inapplicable, and except as otherwise expressly set forth to the contrary in
this Section 36.02(f);


 


(ii)           shall be upon the same terms
and conditions as those contained in the applicable Transfer Notice and
otherwise on the terms and conditions of this Lease, except such as are
irrelevant or inapplicable and except as otherwise expressly set forth to the
contrary in this Section 36.02(f);


 


(iii)          shall permit the sublessee,
without Tenant’s consent, freely to assign such sublease or any interest
therein or to sublet all of the space covered by such sublease and to make any
and all alterations and improvements in the space covered by such sublease;


 


(iv)          shall provide that any
assignee or further subtenant of Landlord or its designee may, at the election
of Landlord, make alterations, decorations and installations in such space or
any part thereof, any or all of which may be removed, in whole or in part, by
such assignee or subtenant, at its option, prior to or upon the expiration or
other termination of such sublease, provided that such assignee or subtenant,
at its expense, shall repair any damage caused by such removal; Tenant shall
not be responsible in any way what so ever for any damage, alterations,
decorations, or installations made by an assignee, or further subtenant of
Landlord or its designee, nor shall Tenant be responsible for the removal of
any such alterations, decorations or installations and


 


(v)           shall provide that (1) the
parties to such sublease expressly negate any intention that any estate created
under such sublease be merged with any other estate held by either of said
parties, (2) any assignment or subletting by Landlord or its designee (as
the subtenant) may be for any purpose or purposes that Landlord shall deem
appropriate, and (3) at the expiration of the term of such sublease,
Tenant shall accept the space covered by such


 


49

















 


sublease in its then existing condition,
subject to the obligations of the sublessee to make such repairs thereto as may
be necessary to preserve such space in good order and condition.


 


(g)           If Landlord consents to a proposed assignment or
sublease and Tenant fails to execute and deliver the assignment or sublease to
which Landlord consented within thirty (30) days after the giving of such
consent, then Tenant shall again comply with this Article 36
before assigning this Lease or subletting all or part of the Demised Premises.


 


36.03       (a)           If this Lease is assigned by Tenant, whether or not
in violation of this Lease, Landlord may collect Rent from the assignee.  If the Demised Premises or any part thereof
are sublet or occupied by anybody other than Tenant, whether or not in
violation of this Lease, Landlord may, after default by Tenant, and expiration
of Tenant’s time to cure such default, collect rent from the subtenant or
occupant.  In either event, Landlord may
apply the net amount collected against Rent, but no such assignment,
subletting, occupancy or collection shall be deemed a waiver of any of the
provisions of Section 36.01(a), or the acceptance of the
assignee, subtenant or occupant as tenant, or a release of Tenant from the
performance of Tenant’s obligations under this Lease.


 


(b)           No assignment or transfer shall be effective until
the assignee delivers to Landlord (i) reasonably satisfactory evidence
that the assignee, as Tenant hereunder, has complied with the requirements of Article 11
and (ii) an agreement in form and substance reasonably satisfactory to
Landlord whereby the assignee assumes Tenant’s obligations under this Lease.


 


(c)           Notwithstanding any assignment or transfer, whether
or not in violation of this Lease, and notwithstanding the acceptance of any
Rent by Landlord from an assignee, transferee, or any other party, the original
named Tenant and each successor Tenant shall remain fully liable for the
payment of the Rent and the performance of all of Tenant’s other obligations
under this Lease.  The joint and several
liability of Tenant and any immediate or remote successors in interest of
Tenant shall not be discharged, released or impaired in any respect by any
agreement made by Landlord extending the time to perform, or otherwise
modifying, any of the obligations of Tenant under this Lease, or by any waiver
or failure of Landlord to enforce any of the obligations of Tenant under this
Lease.


 


(d)           Each subletting by Tenant shall be subject to the
following:


 


(i)            No subletting shall be for a
term (including any renewal or extension options contained in the sublease)
ending later than one day prior to the Expiration Date.


 


(ii)           No sublease shall be valid,
and no subtenant shall take possession of the Demised Premises or any part
thereof, until there has been


 


50

















 


delivered to Landlord, both (A) an
executed counterpart of such sublease, and (B) a certificate of insurance
evidencing that (x) Landlord is an additional insured under the insurance
policies required to be maintained by occupants of the Demised Premises
pursuant to Article 11, and (y) there is in full force
and effect, the insurance otherwise required by Section 11.01.


 


(iii)          Each sublease shall provide that
it is subject and subordinate to this Lease, and that in the event of
termination, reentry or dispossess by Landlord under this Lease Landlord may,
at its option, take over all of the right, title and interest of Tenant, as
sublessor, under such sublease, and such subtenant shall, at Landlord’s option,
attorn to Landlord pursuant to the then executory provisions of such sublease,
except that Landlord shall not be liable for, subject to or bound by any item
of the type that a Successor Landlord is not so liable for, subject to or bound
by in the case of an attornment by Tenant to a Successor Landlord under Section 7.01(a).


 


(e)           Each sublease shall provide that the subtenant may
not assign its rights thereunder or further sublet the space demised under the
sublease, in whole or in part, without Landlord’s consent and without complying
with all of the terms and conditions of this Article 36,
including, without limitation, Section 36.03, which for
purposes of this Section 36.03(e) shall be deemed to be appropriately modified to take into
account that the transaction in question is an assignment of the sublease or a
further subletting of the space demised under the sublease, as the case may be.


 


(f)            Tenant shall not publicly advertise the availability
of the Premises or any portion thereof as sublet space or by way of an
assignment of this Lease, without first obtaining Landlord’s consent, which
consent shall not be unreasonably withheld or delayed provided that Tenant
shall in no event advertise the rental rate or any description thereof.
However, Tenant shall have the right to list the availability of the Premises
with a real estate broker, who shall have the right to further list the
availability of the Premises with a listing service that is used by real estate
brokers.


 


36.04       (a)           If the aggregate of the amounts payable as Rent on
account of Real Estate Taxes, and other charges set forth on the Escalation
Statement and electricity by a subtenant under a sublease of any part of the
Demised Premises and the amount of any Other Sublease Consideration (as defined
below) payable to Tenant by such subtenant, whether received in a lump-sum
payment or otherwise shall be in excess of Tenant’s Basic Cost therefor at that
time then, promptly after the collection thereof, Tenant shall pay to Landlord
in monthly installments as and when collected, as additional charges, fifty
percent (50%) of such excess.  Tenant
shall deliver to Landlord within sixty (60) days after the end of each calendar
year and within sixty (60) days after the expiration or earlier termination of
this Lease a statement specifying each sublease in effect during such calendar
year or partial calendar year, the rentable area demised thereby, the term
thereof and a computation in reasonable detail showing the calculation of the
amounts paid and payable by the subtenant to Tenant, and by Tenant to Landlord,
with respect to such sublease for the period covered by such statement.  “Tenant’s Basic Cost”
for sublet space


 


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at any time means the sum of
(i) the portion of the Fixed Rent, and additional rent pursuant to Article 5
of this Lease which is attributable to the sublet space, plus (ii) the
amount payable by Tenant on account of electricity in respect of the sublet space,
plus (iii) the amount of any costs reasonably incurred by Tenant in making
changes in the layout and finish of the sublet space for the subtenant
amortized on a straight-line basis over the term of the sublease plus (iv) the
amount of any reasonable brokerage commissions and reasonable legal fees paid
by Tenant in connection with the sublease amortized on a straight-line basis
over the term of the sublease.  For
purposes of this Section 36.05(a), the term “Other Sublease Considerations”
shall mean all sums paid for the furnishing of guaranteed services by Tenant
and the sale or rental of Tenant’s fixtures, leasehold improvements, equipment,
furniture or other personal property less, in the case of the sale thereof, the
then net unamortized or undepreciated cost thereof determined on the basis of
Tenant’s federal income tax returns.


 


(b)           Upon any assignment of this Lease, Tenant shall pay
to Landlord fifty percent (50%) of the Assignment Consideration (as defined
below) received by Tenant for such assignment, after deducting therefrom
customary and reasonable closing expenses. 
For purposes of this Section 36.04(b), the term “Assignment Consideration”
shall mean an amount equal to all sums and other considerations paid to Tenant
by the assignee for or by reason of such assignment (including, but not limited
to, sums paid for the furnishing of guaranteed services by Tenant and the sale
or rental of Tenant’s fixtures, leasehold improvements, equipment, furniture,
furnishings or other personal property, less, in the case of a sale thereof,
the then net unamortized or undepreciated cost thereof determined on the basis
of Tenant’s federal income tax returns).


 


36.05       Notwithstanding anything in this Article 36
to the contrary, Landlord consents to the use of desk and office space within
the Demised Premises by up to two (2) non-affiliated individuals (“Business Invitees”)
having a business relationship with Tenant, subject to the following
conditions: (i) no demising walls shall be permitted separating such
offices from the balance of the Premises, (ii) each Business Invitee is of
character, is engaged in a business, and uses the Demised Premises in a manner
in keeping with the standards in such respects of the other tenancies in the
Building, (iii) Tenant shall promptly provide Landlord with the name,
nature of business and other reasonably requested information of the Business
Invitee, and (iv) the use and occupancy by each Business Invitee is
otherwise expressly subject to all of the terms, covenants, conditions and
obligations on Tenant’s part to be observed and performed under this Lease,
including Tenant’s obligation to indemnify Landlord for all matters arising out
of the Business Invitees’ use of the Demised Premises, and (iv) any
violation of any provision of this Lease by any Business Invitee shall be
deemed to be a default by Tenant under such provision.


 


37.                               Security
Deposit.


 


37.01       (a)           Upon the execution of this Lease, Tenant shall
deposit with Landlord either (i) a cash security deposit of Eighty
Thousand Eight Hundred Forty-Nine and 15/100 ($80,849.15) Dollars or (ii) in
the same amount, an unconditional, irrevocable letter of credit issued or
confirmed by a New York money center banking organization


 


52

















 


reasonably satisfactory to
Landlord in its sole discretion, to be presented at a branch located in New
York County as security for the faithful performance and observance by Tenant
of the terms, provisions and conditions of this Lease.  In the event that Tenant shall fully and
faithfully comply with all of the terms, provisions, covenants and conditions
of this Lease, the security deposit held by Landlord shall be reduced by: (a) the
sum of Sixteen Thousand One Hundred Sixty-Nine and 83/100 ($16,169.83) Dollars
on and as of the eighteenth (18th) month following the Commencement Date,
leaving a balance of Sixty Four Thousand Six Hundred Seventy-Nine and 32/100
($64,679.32) Dollars.


 


(b)           If the security deposit is in the form of cash,
Landlord shall hold such security deposit in an interest-bearing savings
account and Tenant shall be entitled to payment annually of the interest earned
thereon, less 1% (one percent) per annum of
the security which Landlord shall be entitled to retain as its administrative
fee.


 


(c)           If the security deposit is in the form of the letter
of credit, Tenant shall pay to Landlord, on demand and as additional rent
hereunder, ail fees and charges paid by Landlord to the bank issuing the letter
of credit or any portion thereof in connection with the transfer of same to any
future owner of the Building.  In the
event of a default by Tenant of any of the terms, provisions and conditions of
this Lease, Landlord shall be permitted to draw down the entire amount of the
letter of credit or any portion thereof and apply the proceeds (or a portion
thereof in accordance with Section 37.02) after expiration of any applicable
grace or cure period.  Landlord shall
also have the right to draw down the entire amount of the letter of credit in
the event that Landlord receives notice that the date of expiry of the letter
of credit will not be extended by the issuing bank. In such event, the
principal of the amount of the letter of credit shall be deemed a cash security
deposit hereunder.


 


37.02       It is agreed that in the event Tenant defaults in
respect of any of the terms, provisions and conditions of this Lease,
including, but not limited to, the payment of Fixed Rent and additional rent,
Landlord may use, apply or retain the whole or any part of the security so
deposited to the extent required for the payment of any Fixed Rent and
additional Rent or any other sum as to which Tenant is in default or for any
sum which Landlord may expend or may be required to expend by reason of Tenant’s
default in respect of any of the terms, covenants and conditions of this Lease,
including, but not limited to, any damages or deficiency in the re-letting of
the Demised Premises, whether such damages or deficiency accrued before or
after summary proceedings or other re-entry by Landlord.  In the event that Tenant shall fully and
faithfully comply with all of the terms, provisions, covenants and conditions
of this Lease, the security deposit shall be promptly returned to Tenant after
the date fixed as the end of the Lease and after delivery of entire possession
of the Demised Premises to Landlord.  In
the event of a sale of the Land and Building or leasing of the Building,
Landlord shall have the right to transfer the security to the vendee or lessee
and Landlord shall thereupon be released by Tenant from all liability for the
return of such security; and Tenant agrees to look solely to the new owner for
the return of said security, and it is agreed that the provisions hereof shall
apply to every transfer or assignment made of the security to a new owner.  Tenant further covenants that it will not
assign or encumber or attempt to assign or encumber the monies


 


53

















 


deposited herein as security
and that neither Landlord nor its successors or assigns shall be bound by any
such assignment, encumbrance, attempted assignment or attempted
encumbrance.  In the event Landlord
applies or retains any portion or all of the security deposited (as cash or a letter
of credit), Tenant shall forthwith restore the amount so applied or retained so
that at all times the amount deposited shall be the amount hereinabove then
required to be maintained as the security deposit, exclusive of accrued
interest.


 


38.                               Change
of Location.


 


38.01       Tenant covenants and agrees that Landlord shall have
the absolute and unqualified right, upon notice to Tenant, to designate as the
Demised Premises that part of any other floor in the Building or in the
building located at 215 Lexington Avenue, New York, New York that approximately
corresponds to the Demised Premises hereunder; provided, however, (a) Landlord
may exercise this right only once during the original term of this Lease, (b) such
substituted space shall be the equivalent or better in the appearance of the
Demised Premises upon completion of Landlord’s Work (wear and tear, as well as
damage to the Demised Premises caused by Tenant, excepted), (c) Landlord
shall move Tenant to the substituted space during a single weekend and (d) Landlord
shall pay for all reasonable hard and soft costs of Tenant associated with such
change of location, including, but not limited to replacement of business cards
and stationery for Tenant’s personnel. 
Such notice shall specify and designate the space so substituted for the
Demised Premises.  Notwithstanding such
substitution of space, this Lease and all the terms, provisions, covenants and
conditions contained in this Lease shall remain and continue in full force and
effect, except that the Demised Premises shall be and be deemed to be such
substituted space (hereinafter called “Substituted Space”), with the same force and effect as if
the Substituted Space were originally specified in this Lease as the premises
demised hereunder.


 


38.02       In the event of the substitution of space as provided
in Section 38.01, Tenant, upon six (6) months prior written notice, shall
move to the Substituted Space at Landlord’s expense, and upon failure of Tenant
to so move to the Substituted Space, Landlord may, as Tenant’s agent, remove
Tenant from the Demised Premises to the Substituted Space.  Failure of Tenant to move to the Substituted
Space pursuant to this Article 38 shall be deemed a substantial breach of
this Lease.  Landlord shall reimburse
Tenant for Tenant’s reasonable and necessary out-of-pocket expenses actually
incurred with regard to the move to the Substituted Space.  Upon request from Landlord, Tenant shall
supply Landlord with satisfactory proof of out-of-pocket expenses incurred by
Tenant in moving from the Demised Premises to the Substituted Space.


 


38.03       Following such substitution of space (pursuant to
this Article 38) if any, Landlord and Tenant shall, promptly at the request of
either party, execute and deliver an agreement in recordable form setting forth
such substitution of space.


 


54

















 


39.                               Late
Charges.


 


39.01       If Tenant shall fail to pay all or any part of any
installment of Rent for more than ten (10) days after the same shall have
become due and payable, Tenant shall pay as additional rent hereunder to
Landlord a late charge of two cents ($.02) for each dollar of the amount of
such Rent which shall not have been paid to Landlord within such ten (10) business
days after becoming due and payable.


 


39.02       The late charge payable pursuant to Section 39.01
shall be (i) payable on demand and (ii) without prejudice to any of
Landlord’s rights and remedies hereunder at law and equity for nonpayment or
late payment of rent or other sums and in addition to any such rights and
remedies.  No failure by Landlord to
insist upon the strict performance by Tenant of Tenant’s obligations to pay
late charges as provided in this Article 39 shall constitute a waiver by Landlord of
its right to enforce the provisions of this Article 39 in any instance thereafter occurring.


 


39.03       The provisions of this Article 39 shall not be
construed in any way to extend the grace periods or notice periods provided for
elsewhere in this Lease.


 


40.                               Miscellaneous.


 


40.01       Tenant shall not be entitled to exercise any right
or option granted to it by this Lease (if any) at any time when Tenant is in
default, beyond any applicable cure periods, in the performance or observance
of any of the covenants, terms, provisions or conditions on its part to be
performed or observed under this Lease.


 


40.02       Neither Tenant nor any entity controlled by or under
common control with Tenant shall occupy any space in the Building or in the
building known as 215 Lexington Avenue, New York, New York (by assignment,
sublease or otherwise) other than the Demised Premises, except with prior
written consent of Landlord in each instance.


 


40.03       Tenant agrees that its sole remedies in cases where
Landlord’s reasonableness in exercising its judgment or withholding its consent
or approval is applicable pursuant to a specific provision of this Lease, or
any rider or separate agreement relating to this Lease, if any, shall be those
in the nature of an injunction, declaratory judgment, or specific performance,
the rights to money damages or other remedies being hereby specifically waived.


 


40.04       If Landlord places the enforcement of this Lease or
any part thereof, or the collection of any Rent due or to become due hereunder,
or recovery of the possession of the Demised Premises, in the hands of an
attorney, or files suit upon the same, or in the event any bankruptcy,
insolvency or other similar proceeding is commenced involving Tenant, Tenant
shall, upon demand, reimburse Landlord for Landlord’s reasonable attorneys’
fees and disbursements and court costs.


 


55

















 


40.05       In the event of a breach or threatened breach by
Tenant of any of its obligations under this Lease, Landlord shall also have the
right of injunction.  The specified
remedies to which Landlord may resort hereunder are cumulative and are not
intended to be exclusive of any other remedies or means of redress to which
Landlord may lawfully be entitled, and Landlord may invoke any remedy allowed
at law or in equity as if specific remedies were not herein provided for.


 


40.06       The Article headings of this Lease are for
convenience only and are not to be given any effect whatsoever in construing
this Lease.


 


40.07       This Lease shall not be binding upon Landlord unless
and until it is signed by Landlord and a signed copy thereof is delivered by
Landlord to Tenant.


 


40.08       The various terms which are defined in other
Articles of this Lease or are defined in Exhibits annexed hereto, shall have
the meanings specified in such other Articles and Exhibits for all purposes of
this Lease and all agreements supplemental thereto, unless the context shall
otherwise require.


 


40.09       The Exhibits annexed to this Lease, and the terms,
covenants, conditions, representations and warranties, if any, contained
therein, shall be deemed part of this Lease with the same force and effect as
if such Exhibits were numbered Articles of this Lease.


 


40.10       As both parties have contributed to the drafting of
this Lease, this Lease shall be construed without regard to any presumption or
other rule requiring construction against the party causing this Lease or
any part thereof to be drafted.


 


40.11       Tenant acknowledges that it has no rights to any
development rights, “air rights” or comparable rights appurtenant to the
Demised Premises, and consents, without further consideration, to any
utilization of such rights by Landlord and agrees to promptly execute and
deliver any instruments which may be requested by Landlord, including
instruments merging zoning lots, evidencing such acknowledgment and consent.


 


40.12       If an excavation shall be made upon land adjacent to
the Demised Premises, or shall be authorized to be made, Tenant shall afford to
the person causing or authorized to cause such excavation, license to enter
upon the Demised Premises for the purpose of doing such work as said person
shall deem necessary to preserve the walls of the Demised Premises or the
Building from injury or damage and to support the same by proper foundations
without any claim for damages or indemnity against Landlord, or diminution or
abatement of rent, or constrictive or actual eviction.  Landlord represents that as of the date
hereof, Landlord has not received any written notice of any authorized
excavation upon such land.


 


40.13       No vaults, vault space or area, whether or not enclosed
or covered, not within the property line of the Building is leased hereunder,
anything contained in or indicated on any sketch, blueprint or plan, or
anything contained elsewhere in this Lease to the contrary notwithstanding.  Landlord makes no representations as to the
location of the


 


56

















 


property line of the
Building.  All vaults and vault space and
all such areas not within the property line of the Building, which Tenant may
be permitted to use and/or occupy, is to be used and/or occupied under a
revocable license, and if any such license be revoked, or if the amount of such
space or area be diminished or required by any federal, state or municipal
authority or public utility, Landlord shall not be subject to any liability nor
shall Tenant be entitled to any compensation, diminution or abatement of rent,
nor shall such revocation, diminution or requisition be deemed constructive or
actual eviction.  Any tax, fee or charge
of municipal authorities for such vault or area shall be paid by Tenant.


 


41.                               Right
of First Offer.


 


41.01       Provided no event of default exists at the time
Tenant exercises this right, upon the terms and conditions hereinafter set
forth, Tenant shall have the Right of First Offer (“First Offer Right”), subordinate to existing Tenants’
rights, if any, to lease the entire space (but not a portion) adjacent to the
Demised Premises, as more particularly shown on Exhibit A (“First Offer Space”),
if and as such space becomes vacant and available for lease, from time to
time.  Tenant shall have the right to
lease the First Offer Space upon the same conditions and terms as Landlord is
willing to lease such space in the market.


 


41.02       Tenant’s exercise of its First Offer Right shall be
effective only upon written notification by Tenant to Landlord of Tenant’s
exercise of the First Offer Right (the “Offer Notice”) and its acceptance of the terms set
forth in the written notification of Landlord referred to in the next sentence
of this paragraph.  Such notification
must be given to Landlord within ten (10) business days after Landlord’s
written notification to Tenant (“Landlord’s Offer”) of the
terms and conditions for rental of the First Offer Space or of the vacancy or
termination of a lease for the First Offer Space.  Landlord’s offer shall set forth the rental
terms and other conditions the Landlord is willing to accept.  Time is of essence with respect to Tenant’s
exercise of its rights under this Section, and Tenant acknowledges that
Landlord requires strict adherence to the requirements that the Offer Notice be
timely made and in writing.


 


41.03       In the event Tenant fails to notify Landlord within
said ten (10) business day period, Landlord shall be free to offer said
First Offer Space to a third party on any terms whatsoever, and this First
Offer Right shall be null and void and of no further effect, except as set
forth in the following sentence.  In the
event that Tenant fails to timely notify Landlord within said ten (10) business
days of its exercise of the First Offer Right and Landlord subsequently leases
the First Offer Space to a third party (the “Third Party Lease”),
then, if the First Offer Space subsequently becomes again available for lease,
subject to any renewals or extensions of the Third Party Lease, then Landlord
shall be obligated to again offer the First Offer Space to Tenant and Tenant
shall have ten (10) business days to accept said offer, all upon the same
terms and conditions as are set forth herein.


 


41.04       In the event that the First Offer Right is exercised
by Tenant, Tenant shall lease the First Offer Space upon all the following
terms and conditions:


 


57

















 


(a)  The Lease
Commencement Date for the First Offer Space shall be the date set forth in
Landlord’s Offer (“First Offer Space Commencement Date”)
and the Lease Expiration Date for the First Offer Space shall be coterminous
with the Lease for the Demised Premises under the Lease Agreement, or if
extended by any Option to Renew, the amended Lease Expiration Date due to
Tenant’s exercise of its the Option to Renew; within two (2) weeks of
Landlord’s receipt of Tenant’s Offer Notice, Landlord shall prepare an
Amendment to Lease for the First Offer Space, which Amendment shall be promptly
executed and returned by Tenant to Landlord;


 


(b)  The rental rate
for the First Offer Space shall be at the rate which Landlord would quote to
third parties for space comparable to the Premises if it were to become
available for leasing for a lease term scheduled to commence at the time of the
commencement of the applicable option term (“Fair Market Rent”),
but in no event shall the rental rate for the First Offer Space be less than
the rent which Tenant is paying for the Demised Premises immediately prior to
First Offer Space Commencement Date, including Fixed Rent and Additional Rent;


 


(c)  The First Offer
Space shall be delivered to Tenant in its “AS IS” condition, unless otherwise
set forth in Landlord’s Offer;


 


(d)  The First Offer
Right is personal to Tenant and may be exercised only if Tenant is in actual
physical possession of the entire original Demised Premises and may not be
transferred or assigned.


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]


 


58

















 


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


 


 


	
   

  	
  LANDLORD:

  
	
   

  	
  205-215 LEXINGTON AVENUE ASSOCIATES LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Eshaghian 

  
	
   

  	
   

  	
  Name: David Eshaghian 

  
	
   

  	
   

  	
  Title: Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
  TANGOE, INC.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Gary R. Martino

  
	
   

  	
   

  	
  Name: Gary R. Martino 

  
	
   

  	
   

  	
  Title CFO

  



 


Tenant’s Tax Identification
Number is 06-1571143


 


59

















 


LANDLORD


 


	
  STATE OF New York 

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.: 

  
	
  COUNTY OF New York

  	
  )

  	
   

  



 


On the 16th day of September in the year 2009 before
me, the undersigned, personally appeared David Eshaghian, personally known to
me or proved to me on the basis of satisfactory evidence to be the individual
whose name is subscribed to the within instrument and acknowledged to me that
(s)he executed the same in his/her capacity, and that his/her signature on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument.


 


 


	
  Sabrina V. Eshaghian

  	
  By:

  	
  /s/ Sabrina V. Eshaghian

  
	
  Notary Public, State of New York

  	
   

  	
  Notary Public

  
	
  No. 02ES6075071

  	
   

  	
   

  
	
  Qualified in New York County

  	
   

  	
   

  
	
  Commission Expires May 27, 2010

  	
   

  	
   

  



 


TENANT


 


	
  STATE OF

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF

  	
  )

  	
   

  



 


On the           
day of                   
in the year 2009 before me, the undersigned, personally appeared                                                         ,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that (s)he executed the same in his/her capacity, and that
his/her signature on the instrument, the individual, or the person upon behalf
of which the individual acted, executed the instrument.


 


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



 


60














 


LANDLORD


 


	
  STATE OF

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF

  	
  )

  	
   

  



 


On the          
day of               
in the year 2009 before me, the undersigned, personally appeared                                                     ,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that (s)he executed the same in his/her capacity, and that
his/her signature on the instrument, the individual, or the person upon behalf
of which the individual acted, executed the instrument.


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



 


TENANT


 


	
  STATE OF Connecticut

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.: Milford

  
	
  COUNTY OF New Haven

  	
  )

  	
   

  



 


On the 18 day of Sept. this
the year 2009 before me, the undersigned, personally appeared Gary R. Martino,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that (s)he executed the same in his/her capacity, and that
his/her signature on the instrument, the individual, or the person upon behalf
of which the individual acted, executed the instrument.


 


 


	
   

  	
  /s/ Wendy Wolfe

  
	
   

  	
  Notary Public 

  
	
   

  	
  My Commission Expires: May 31, 2013

  



 


	
  x

  	
  /s/ Gary R. Martino

  	
   

  	
   

  
	
  x Gary
  R. Martino

  



 


61

















 


EXHIBIT A


 


to Lease, Dated September 21st, 2009,


 


Between 205-215 LEXINGTON
AVENUE ASSOCIATES LLC, Landlord,


 


and


 


TANGOE, INC., Tenant


 


FLOOR PLAN


 


A-1

















 




















 


EXHIBIT B


 


to Lease, Dated September 21st, 2009,


 


Between 205-215 LEXINGTON
AVENUE ASSOCIATES LLC, Landlord,


 


and


 


TANGOE, INC., Tenant


 


LANDLORD APPROVED
CONTRACTORS


 


B-1

















 


EXHIBIT C


 


to Lease, Dated September 21st, 2009,


 


Between 205-215 LEXINGTON
AVENUE ASSOCIATES LLC, Landlord,

And

TANGOE, INC., Tenant


 


RULES AND REGULATIONS


 


1.             The
rights of tenants in the entrances, corridors, elevators and escalators of the
Building are limited to ingress in and egress from Tenants’ premises for
Tenants and their employees, licensees and invitees, and no tenant shall use,
or permit the use of the entrances, corridors, escalators or elevators for any
other purpose.  No tenant shall invite to
Tenant’s premises, or permit the visit of, persons in such numbers or under
such conditions as to interfere with the use and enjoyment of any of the
plazas, entrances, corridors, escalators, elevators and other facilities of the
Building by other tenants.  Fire exits
and stairways are for emergency use only, and they shall not be used for any
other purpose by Tenants, their employees, licensees or invitees.  No tenant shall encumber or obstruct, or
permit the encumbrance or obstruction of, any of the sidewalks, plazas,
entrances, corridors, escalators, elevators, fire exits or stairways of the
Building.  Landlord reserves the right to
control and operate the public portions of the Building and the public
facilities, as well as facilities furnished for the common use of Tenants, in
such manner as it deems best for the benefit of Tenants generally.


 


2.             Landlord
may refuse admission to the Building outside of ordinary business hours to any
person not known to the watchman in charge or not having a pass issued by
Landlord or Tenant whose premises are to be entered or not otherwise properly
identified, and may require all persons admitted to or leaving the Building
outside of ordinary business hours to register. 
Any person whose presence in the Building at any time shall, in the
judgment of Landlord, be prejudicial to the safety, character, reputation and
interests of the Building or of its tenants may be denied access to the
Building or may be ejected therefrom.  In
case of invasion, riot, public excitement or other commotion Landlord may
prevent all access to the Building during the continuance of the same, by
closing the doors or otherwise, for the safety of Tenants and protection of
property in the Building.  Landlord may
require any person leaving the Building with any package or other object to exhibit
a pass from Tenant from whose premises the package or object is being removed,
but the establishment and enforcement of such requirement shall not impose any
responsibility on Landlord for the protection of any tenant against the removal
of property from the premises of Tenant. 
Landlord shall, in no way, be liable to any tenant for damages or loss
arising from the admission, exclusion or ejection of any person to or from
Tenant’s premises or the Building under the provisions of this rule.  Canvassing, soliciting or peddling in the
Building is prohibited, and every tenant shall cooperate to prevent the same.


 


3.             No
tenant shall obtain or accept for use in its premises towel, barbering, boot
blacking, floor polishing, lighting maintenance, cleaning or other similar
services from any persons not approved by Landlord which approval shall not be
unreasonably withheld.  Such services
shall be furnished only at such hours, in such places within Tenant’s premises
and under


 


C-1

















 


such reasonable regulations
as may be fixed by Landlord.


 


4.             The
cost of repairing any damage to the public portions of the Building or the
public facilities or to any facilities used in common with other tenants,
caused by a tenant or the employees, licensees or invitees of Tenant, shall be
paid by such tenant as additional rent.


 


5.             No
lettering, sign, advertisement, notice or object shall be displayed in or on
the windows or doors, or on the outside of any tenant’s premises, or at any
point inside any tenant’s premises where the same might be visible outside of
such premises, except that the name of tenant may be displayed on the entrance
door of Tenant’s premises, and in the elevator lobbies of the floors which are
occupied entirely by tenant, subject to the approval of Landlord as to the
size, color and style of such display. 
The inscription of the name of Tenant and any permitted subtenant or
assignee on the door of Tenant’s premises shall be done by Landlord at the
expense of Tenant.  Listing of the name
of Tenant on the directory boards in the Building shall be done by Landlord at
its own expense, but listings of any permitted subtenant or any names other
than Tenant itself shall be at the expense of Tenant.


 


6.             No
awnings or other projections over or around the windows shall be installed by
any tenant, and only such window blinds as are supplied or permitted by
Landlord shall be used in a tenant’s premises. 
Linoleum, tile or other floor covering shall be laid in a tenant’s
premises only in a manner approved by Landlord.


 


7.             Landlord
shall have the right to prescribe the weight and position of safes and other
objects of excessive weight, and no safe or other object whose weight exceeds
the lawful load for the area upon which it would stand shall be brought into or
kept upon a tenant’s premises.  If, in
the judgment of Landlord, it is necessary to distribute the concentrated weight
of any heavy object, the work involved in such distribution shall be done at
the expense of Tenant and in such manner as Landlord shall determine.  The moving of safes and other heavy objects
shall take place only outside of ordinary business hours upon previous notice
to Landlord, and the persons employed to move the same in and out of the
Building shall be reasonably acceptable to Landlord and, if so required by law,
shall hold a Master Rigger’s license. 
Freight, furniture, business equipment, merchandise and bulky matter of
any description shall be delivered to and removed from the premises only in the
freight elevators and through the service entrances and corridors,  and 
only  during  hours 
and  in  a manner 
reasonably  approved  by 
Landlord. Arrangements will be made by Landlord with any tenant for
moving large quantities of furniture and equipment into or out of the Building.


 


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


 


C-2

















 


9.             No
noise, including the playing of any musical instruments, radio or television,
except in the ordinary course of business, which in the judgment of Landlord,
might disturb other tenants in the Building, shall be made or permitted by any
tenant, and no cooking other than ordinary catering for business meetings and
employees shall be done in Tenant’s premises, except as expressly approved by
Landlord.  Nothing shall be done or
permitted in any tenant’s premises, and nothing shall be brought into or
permitted in any tenant’s premises, which would impair or interfere with any of
the Building services or the proper and economic heating, cleaning or other
servicing of the Building or the premises, or the use or enjoyment by any other
tenant of any other premises, nor shall there be installed by any tenant any
ventilating, air- conditioning, electrical or other equipment of any kind
which, in the judgment of Landlord, might cause any such impairment or
interference.  No dangerous, inflammable,
combustible or explosive object or material shall be brought into the Building
by any tenant or with the permission of any tenant.  Any cuspidors or similar containers or
receptacles used in any tenant’s premises shall be cared for and cleaned by and
at the expense of Tenant.


 


10.           No
acids, vapors or other materials shall be discharged or permitted to be
discharged into the waste lines, vents or flues of the Building which may
damage them.  The water and wash closets
and other plumbing fixtures in or serving any tenant’s premises shall not be
used for any purpose other than the purpose for which they were designed or
constructed, and no sweeping, rubbish, rags, acids or other foreign substances
shall be deposited therein.


 


11.           No
additional locks or bolts of any kind shall be placed upon any of the doors or
windows in any tenant’s premises and no lock on any door therein shall be
changed or altered in any respect. 
Additional keys for a tenant’s premises and toilet rooms shall be
procured only from Landlord, which may make a reasonable charge therefor.  Upon the termination of a tenant’s lease, all
keys of Tenant’s premises and toilet rooms shall be delivered to Landlord.


 


12.           All
entrance doors in each tenant’s premises shall be left locked and all windows
shall be left closed by Tenant when Tenant’s premises are not in use.  Entrance doors shall not be left open at any
time.


 


13.           Hand
trucks not equipped with rubber tires and side guards shall not be used within
the Building.


 


14.           All
windows in each tenant’s premises shall be kept closed and all blinds therein
above the ground floor shall be lowered and closed when and as reasonably
required because of the position of the sun, during the operation of the
Building air-conditioning system to cool or ventilate Tenant’s premises.


 


15.           Landlord
reserves the right to rescind, alter or waive any rule or regulation at
any time prescribed for the Building when, in its judgment, which will not be
exercised unreasonably or arbitrarily, it deems it necessary, desirable or
proper for its best interest and for the best interests of Tenants, and no
alteration or waiver of any rule or regulation in favor of one tenant
shall operate as an alteration or waiver in favor of any other tenant.  Landlord shall not be responsible to any
tenant for the non-observance or violation by any other tenant of any of the rules and
regulations at any time prescribed for the Building.


 


C-3

















 


EXHIBIT D


 


to Lease, Dated September 21st, 2009,


 


Between 205-215 LEXINGTON
AVENUE ASSOCIATES LLC, Landlord,


 


And


 


TANGOE, INC., Tenant


 


COMMERCIAL OFFICE CLEANING
SPECIFICATIONS


 


A.                                   DAILY CLEANING


 


1.             Sweep
floors with treated mop to maintain in clean condition throughout the Building,
including tenant spaces, entrance foyers, lobbies and vestibules and all public
areas, including building corridors, all stone, ceramic tile, marble, terrazzo,
asphalt tile, linoleum, rubber vinyl and other type flooring with special
attention given to hard-to-reach areas.


 


2.             Vacuum
all carpeted areas and rugs, moving light furniture once weekly and carpet
sweep four (4) times weekly.


 


3.             Empty
and clean all wastepaper baskets and disposal receptacles (damp dust as
necessary).  Install liners if provided
by tenant, as necessary


 


4.             Collect
and remove wastepaper, cardboard boxes (which Contractor will flatten) and
waste material to a designated area in or adjacent to the premises.  Separate all wastepaper from other waste
material.  Bag separately all waste
material, debris and wastepaper.  Waste
and/or rubbish bags shall be furnished by Landlord and shall be adequate to
hold contents without breaking.


 


5.             Move
and dust under all desk equipment, ash trays, and telephones and other similar
equipment, replacing and dusting said equipment.


 


6.             Sweep
building and private stairways, wash as necessary, vacuum carpeted stairways,
dust hand rails, balustrades and stringers as necessary.


 


7.             Dust
and wipe clean all furniture, fixtures, shelving, desk equipment, telephones,
cabinets, window sills, door castings, map boards and clean all glass tables
and desk tops with impregnated cloths as needed.


 


8.             Vacuum
upholstered furniture as necessary, but not less frequently than once per 


 


D-1

















 


month.


 


9.             Strip
and rewax as needed, maintain all resilient tile flooring in corridors.


 


10.           All
elevator corridors and car thresholds and saddles are to be cleaned and
polished to remove all stains, dirt, paper clips, cigarettes or other similar
debris.


 


B.            LAVATORIES


 


DAILY:


 


a)                                      Sweep and wash
all lavatory floors using proper disinfectants. 
Wash and polish all mirrors, powder shelves, bright work and enameled
surfaces in all lavatories.


 


b)                                     Scour, wash and
disinfect all basins, bowls and urinals throughout all lavatories.


 


c)                                      Wash all toilet
seats, top and bottom sides.


 


d)                                     Empty paper
towel receptacles and transport wastepaper to designated area in basement.


 


e)                                      Fill toilet
tissue holders, towel dispensers, soap dispensers and Kotex/Modess machines.


 


f)                                        Empty sanitary
disposal receptacles.


 


g)                                     Thoroughly wash
all wall tile and stall surfaces, as needed.


 


h)                                     Toilet tissue
is to be supplied by Landlord.  Liquid
hand soap is to be supplied by Tenant. 
Paper towels are to be supplied by Tenant.  Sanitary napkins are to be supplied by
Tenant.


 


PERIODIC:


 


Scrub all floors monthly.


 


Windows to be cleaned twice
per year.


 


D-2

















 


EXHIBIT E


 


to Lease, Dated September 21st, 2009,


 


Between 205-215 LEXINGTON
AVENUE ASSOCIATES LLC, Landlord,


 


and


 


TANGOE, INC., Tenant


 


TOTAL ESCALATED RENT &
ELECTRIC


 


E-1















 


	
  

  	
   

  	
  205 LEXINGTON AVENUE  

  Escalated Rent  

  Tangoe, Portion of the 10th Floor

  



 


	
  Year

  	
   

  	
  SF

  	
   

  	
  PSF

  	
   

  	
  Annual Base

  Rent

  	
   

  	
  Rent Bump

  	
   

  	
  Cumulative

  Prior

  Escalation

  	
   

  	
  Interim Rent 

  Sub-Total

  	
   

  	
  Annual

  Escalation 

  @ 2%

  	
   

  	
  Total

  Escalated Rent

  	
   

  	
  Fixed Rent

  	
   

  	
  Electric @

  $3.25/rsf

  	
   

  	
  TOTAL

  ESCALATED

  RENT PLUS

  ELECTRIC

  	
   

  	
  MONTHLY

  RENT

  	
   

  
	
  1

  	
   

  	
  5,707

  	
   

  	
  $

  	
  34.00

  	
   

  	
  $

  	
  194,038.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  194,038.00

  	
   

  	
  0.00

  	
   

  	
  194,038.00

  	
   

  	
  16,169.83

  	
   

  	
  18,547.75

  	
   

  	
  $

  	
  212,585.75

  	
   

  	
  $

  	
  17,715.48

  	
   

  
	
  2

  	
   

  	
  5,707

  	
   

  	
  $

  	
  34.00

  	
   

  	
  $

  	
  194,038.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  194,038.00

  	
   

  	
  3,880.76

  	
   

  	
  197,918.76

  	
   

  	
  16,493.23

  	
   

  	
  18,547.75

  	
   

  	
  $

  	
  216,466.51

  	
   

  	
  $

  	
  18,038.88

  	
   

  
	
  3

  	
   

  	
  5,707

  	
   

  	
  $

  	
  35.00

  	
   

  	
  $

  	
  194,038.00

  	
   

  	
  5,707.00

  	
   

  	
  3,880.76

  	
   

  	
  203,625.76

  	
   

  	
  4,072.52

  	
   

  	
  207,698.28

  	
   

  	
  17,308.19

  	
   

  	
  18,547.75

  	
   

  	
  $

  	
  226,246.03

  	
   

  	
  $

  	
  18,853.84

  	
   

  
	
  4

  	
   

  	
  5,707

  	
   

  	
  $

  	
  36.00

  	
   

  	
  $

  	
  194,038.00

  	
   

  	
  11,414.00

  	
   

  	
  7,953.28

  	
   

  	
  213,405.28

  	
   

  	
  4,268.11

  	
   

  	
  217,673.38

  	
   

  	
  18,139.45

  	
   

  	
  18,547.75

  	
   

  	
  $

  	
  236,221.13

  	
   

  	
  $

  	
  19,685.09

  	
   

  
	
  5

  	
   

  	
  5,707

  	
   

  	
  $

  	
  36.00

  	
   

  	
  $

  	
  194,038.00

  	
   

  	
  11,414.00

  	
   

  	
  12,221.38

  	
   

  	
  217,673.38

  	
   

  	
  4,353.47

  	
   

  	
  222,026.85

  	
   

  	
  18,502.24

  	
   

  	
  18,547.75

  	
   

  	
  $

  	
  240,574.60

  	
   

  	
  $

  	
  20,047.88

  	
   

  



 














 


EXHIBIT F


 


to Lease, Dated September 21st, 2009,


 


Between 205-215 LEXINGTON
AVENUE ASSOCIATES LLC, Landlord,


 


and


 


TANGOE, INC., Tenant


 


DEFINITIONS


 


Definitions


 


1.             The
term “mortgage” shall include an indenture of mortgage and deed of trust to a
trustee to secure an issue of bonds, and the term mortgage shall include such a
trustee.


 


2.             The
terms “include”, “including” and “such as shall each be construed as if
followed by the phrase “without being limited to”.


 


3.             The
phrase “obligations of this Lease”, and words of like import, shall mean the
covenants to pay Rent under this Lease and all of the other material covenants
and conditions of Landlord and Tenant contained in this Lease.  Any provision in this Lease that one party or
the other or both shall do or not do or shall cause or permit or not cause or
permit a particular act, condition, or circumstance shall be deemed to mean
that such party so covenants or both parties so covenant, as the case may be.


 


4.             The
phrase “tenant’s obligations hereunder”, and words of like import, and the
phrase “Landlord’s obligations hereunder”, and words of like import, shall mean
the obligations of this Lease which are to be performed or observed by tenant,
or by Landlord, as the case may be. 
Reference to performance of either party’s obligations under this Lease
shall be construed as “performance and observance”.


 


5.             Reference
to “tenant’s being or not being in default hereunder”, or words of like import,
shall mean that tenant, after expiration of any applicable notice and cure
period, is in default in the performance of one or more of tenant’s material
obligations hereunder, or that tenant is not in default in the performance of
any of tenant’s material obligations hereunder, or that a condition of the
character described in Section 25.01 or 25.02 has occurred and continues or has not
occurred or does not continue, as the case may be.


 


6.             Reference
to Landlord as having no liability to Tenant or being without liability to
Tenant shall mean that, except as otherwise provided in this Lease, Tenant is
not entitled to terminate this Lease, or to claim actual or constructive
eviction, partial or total, or to receive any abatement or diminution of rent,
or to be relieved in any manner of any of its other obligations hereunder, or
to be compensated for loss or injury suffered or to enforce any other kind of
liability whatsoever against Landlord under or with respect to this Lease or
with respect to


 


F-1

















 


tenant’s use or occupancy of
the Demised Premises, except as may be provided herein.


 


7.             The
phrase “laws and/or requirements of public authorities”, and words of like
import, shall mean laws and ordinances of any or all of the Federal, state,
city, county and borough governments and rules, regulations, orders and/or
directives of any or all departments, subdivisions, bureaus, agencies or
offices thereof, or of any other governmental, public or quasi- public
authorities, having jurisdiction in the premises, and/or the direction of any
public officer pursuant to law.


 


8.             The
phrase “requirements of insurance bodies”, and words of like import, shall mean
rules, regulations, orders and other requirements of the New York Board of Fire
Underwriters and/or the New York Fire Insurance Rating Organization and/or any
other similar body performing the same or similar functions and having
jurisdiction or cognizance of the Building and/or the Demised Premises.


 


9.             The
term “repair” shall be deemed to include restoration and replacement as may be
necessary to achieve and/or maintain good working order and condition.


 


10.           Reference
to termination of this Lease includes expiration or earlier termination of the
term of this Lease or cancellation of this Lease pursuant to any of the
provisions of this Lease or to law.  Upon
a termination of this Lease, the term and estate granted by this Lease shall
end at noon of the date of termination as if such date were the date of
expiration of the term of this Lease and neither party shall have any further
obligation or liability to the other after such termination (i) except as
shall be expressly provided for in this Lease, or (ii) except for such
obligation as by its nature or under the circumstances can only be, or by the
provisions of this Lease, may be, performed after such termination, and, in any
event, unless expressly otherwise provided in this Lease, any liability for a
payment which shall have accrued to or with respect to any period ending at the
time of termination shall survive the termination of this Lease.


 


11.           The
phrase “in full force and effect” when used in reference to this Lease, as a
condition to the existence or exercise of a right on the part of Tenant, shall
be construed in each instance as including the further condition that at the
time in question no default by tenant of any material obligation on the part of
tenant exists, and no event has occurred which has continued to exist for such
period of time (after the notice, if any, and expiration of any applicable
notice and cure period, required by this Lease), as would entitle Landlord to
terminate this Lease or to dispossess Tenant.


 


12.           The
term “Tenant” shall mean Tenant herein named or any assignee or other
successor in interest immediate or remote of Tenant herein named, while such Tenant
or such assignee or other successor in interest, as the case may be, is in
possession of the Demised Premises as owner of Tenant’s estate and interest
granted by this Lease.


 


13.           The
term “lending institution” shall mean a savings bank, a commercial bank or
trust company (whether acting individually or in any fiduciary capacity), an
insurance company, an educational institution or a state, municipal, or
welfare, pension, or retirement fund or system; provided such lending
institution shall be subject to the jurisdiction of the courts of the State of


 


F-2

















 


New York in any action, and
to the supervision of the Controller of the Currency of the United States of
America, or of the Insurance or Banking Department of the State of New York or
of the state of incorporation of such lending institution, or of the Board of
Regents of the University of the State of New York.


 


14.           The
phrase “Lease Year” or “lease year” shall mean a period of
twelve (12) consecutive months, the first of which shall begin on the first day
of the month following the Commencement Date (or on the Commencement Date if
same is the first day of the month) and ending on the last day of the twelfth
(12th) month
thereafter.


 


15.           Words
and phrases used in the singular shall be deemed to include the plural and vice
versa, and nouns and pronouns used in any particular gender shall be deemed to
include any other gender.


 


16.           The
rule of ejusdem generis shall not be applicable to limit a general statement
following or referable to an enumeration of specific matters to matters similar
to the matters specifically mentioned.


 


17.           All
references in this Lease to numbered Articles, numbered Sections and lettered
Exhibits are references to Articles and Sections of this Lease, and Exhibits
annexed to (and thereby made part of) this Lease, as the case may be, unless
expressly otherwise designated in the context.


 


18.           The
term “Applicable Laws” shall mean all federal, New York
State and New York City laws, statutes, codes and ordinances, now or hereafter
enacted or promulgated, including the Americans with Disabilities Act of 1990,
Public Law 101-336, 42 U.S.C. § 12101 et seq.; New
York State Energy Conservation Construction Code, Local Law of 1973, Local Law
16 of 1984, and the Administrative Code of the City of New York; building,
health, safety, zoning and fire prevention laws; Environmental Laws; rent
stabilization and rent control laws, statutes, codes and ordinances; the rules and
regulations promulgated pursuant to any of the foregoing laws, statutes, codes
and ordinances; business improvement district rules and regulations; and
all executive, administrative and judicial orders and decrees issued in
connection with the enforcement of the foregoing, whether foreseen or
unforeseen, ordinary or extraordinary, whether applying retroactively or
prospectively, which may pertain to the ownership, use, occupancy or enjoyment
of the Real Property or any portion thereof.


 


19.           The
term “Environmental Laws” shall mean those Applicable Laws,
whether federal, New York State or New York City laws, statutes, codes and
ordinances, now or hereafter enacted or promulgated, pertaining to the
production, generation, release, discharge, emission, disposal, transportation,
containment or storage, clean-up or remediation of any condition involving any
Hazardous Substance or the licensing or permitting of any of the foregoing or
of any Hazardous Activity, including the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, 42 U.S.C. §§ 9601 et seq.,
as amended by the Superfund Amendments and Reauthorization Act of 1986; the
Resource Conservation and Recovery Act of 1976, 42 U.S.C §§ 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C.
§§ 1251 et seq.; the Clean Air Act, 42 U.S.C. §§
7401 et seq.; the Clean Water Act, 33 U.S.C. §§ 1251 et seq.;
the


 


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National Environmental
Policy Act, 42 U.S.C. § 4321, the Hazardous Materials Transportation Act of
1975, 49 U.S.C. §§ 1801-1812; the Toxic Substances Control Act 15 U.S.C. §§
2601 et seq.; the Refuse Act, 33 U.S.C. §§
401 et seq.; the State Environmental
Liability Review Act, New York Environmental Conservation Law (ECL) §§ 8-0101 et seq.; Section 27-1501 of the New York Environmental
Conservation Law the Water Pollution Control Act, ECL § § 17-0101 et seq.; the Air Pollution Control Act.  §§ 19-0101-19-0923; and the Public Health
Law, including, specifically, Section 1389aa of the New York Public Health
Law, or any law amending or superseding any of the foregoing; and any law of
like or similar import to any of the foregoing, and the rules and
regulations promulgated pursuant to such laws, statutes, codes and ordinances
and all executive, administrative and judicial orders and decrees issued in
connection with the enforcement of the foregoing, whether foreseen or
unforeseen, ordinary or extraordinary, whether applying retroactively or
prospectively.


 


20.           “Hazardous Activity”
shall mean any activity, process, procedure or undertaking, whether occurring
before, on or after the date hereof, which directly or indirectly (i) produces,
generates or creates any Hazardous Substance; (ii) causes or results (or
threatens to cause or result) in the release of any Hazardous Substance into
the environment (including the air, ground water, watercourses or water
systems); (iii) involves the production, generation, release, discharge,
emission, disposal, transportation or storage, clean-up or remediation of any
Hazardous Substance; or (iv) causes or tends to cause the Premises or any
portion to become a hazardous waste treatment, storage or disposal facility
within the meaning of any Environmental Law.


 


21.           “Hazardous Condition”
shall mean any condition which would be the basis for (i) any claim for
damages, clean-up costs,  remediation
costs, fines or penalties under any Environmental Law or applicable common law
or (ii) the imposition of any lien on any property pursuant to any
Environmental Law.


 


22.           “Hazardous Substance”
shall mean any hazardous substance as defined in the Comprehensive
Environmental Response, Compensation and liability Act of 1980, 42 U.S.C. §§
9601 et seq., as amended by the Superfund
Amendments and Reauthorization Act of 1986; hazardous waste as defined in the
Resource Conservation and Recovery Act of 1976, 42 U.S.C. §§ 6901 et seq., as any of the foregoing may be amended or
superseded; oil; petroleum product, derivative, compound or mixture; mineral,
including asbestos; chemical; gas; medical waste; polychlorinated biphenyls
(pcb’s); methane; radon; radioactive material, volatile hydrocarbons; or other
material, whether naturally occurring, man-made or the byproduct of any
process, which is toxic, harmful or hazardous or acutely hazardous to the
environment or public health or safety; or any other substance the existence of
which on or at any property would be the basis for a claim for damages,
clean-up costs or remediation costs, fine, penalty or lien under any
Environmental law or applicable common law.


 


23.           The
term “Governmental Authority” shall mean any federal, state
or municipal court of competent jurisdiction, executive department, legislature
or comparable body, administrative agency, commission, bureau, board,
quasi-Governmental Authority, public corporation or instrumentality and any
governmental official charged with the promulgation or enforcement of any or
all Applicable Laws.


 


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