ex101.htm


     

     

    
      

      

    

    
EXHIBIT
10.1

     

                                                                                    EXECUTION COPY

     

    OFFICE
LEASE

     

    between

     

    KATO
INTERNATIONAL LLC,

     

    Landlord

     

    –
and –

     

    BROADPOINT
SECURITIES GROUP, INC.,

     

    Tenant

     

     

    Entire
31st Floor

    Tower
49

    12
East 49th Street

    New
York, New York  10017

     

     

    Dated:
October 31, 2008

     

     

     

     

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    

     

     

    
 

    TABLE OF
CONTENTS

    Page

     

     

    
      	
              ARTICLE
      1    FUNDAMENTAL
      LEASE PROVISIONS

            	
              1

            	
               

            


    

     

    
      	
              ARTICLE
      2    PREMISES AND
      LEASE TERM

            	
              3   
      

            	
                  

            


    

     

    
      	
              ARTICLE
      3    OWNERSHIP OF
      IMPROVEMENTS

            	
              5

            	
               

            


    

     

    
      	
              ARTICLE
      4    RENTS

            	
              6

            	
               

            


    

     

    
      	
              ARTICLE
      5    TAX AND
      OPERATING EXPENSE ADJUSTMENTS

            	
              8

            	
               

            


    

     

    
      	
              ARTICLE
      6    SERVICES AND
      UTILITIES

            	
              20

            	
               

            


    

     

    
      	
              ARTICLE
      7    INSURANCE

            	
              28

            	
               

            


    

     

    
      	
              ARTICLE
      8    ALTERATIONS

            	
              31

            	
               

            


    

     

    
      	
              ARTICLE
      9    TENANT'S
      PROPERTY

            	
              37

            	
               

            


    

     

    
      	
              ARTICLE
      10    REPAIRS AND
      MAINTENANCE

            	
              37

            	
               

            


    

     

    
      	
              ARTICLE
      11    USE AND
      COMPLIANCE WITH LAW

            	
              38

            	
               

            


    

     

    
      	
              ARTICLE
      12    RIGHTS OF
      LANDLORD

            	
              41

            	
               

            


    

     

    
      	
              ARTICLE
      13    DAMAGE OR
      DESTRUCTION

            	
              42

            	
               

            


    

     

    
      	
              ARTICLE
      14    EMINENT
      DOMAIN

            	
              44

            	
               

            


    

     

    
      	
              ARTICLE
      15    SURRENDER OF
      PREMISES

            	
              45

            	
               

            


    

     

    
      	
              ARTICLE
      16    EXCULPATION AND
      INDEMNIFICATION

            	
              46

            	
               

            


    

     

    
      	
              ARTICLE
      17    SUBORDINATION
      AND ATTORNMENT

            	
              48

            	
               

            


    

     

    
      	
              ARTICLE
      18    QUIET
      ENJOYMENT

            	
              49

            	
               

            


    

     

    
      	
              ARTICLE
      19    ASSIGNMENT AND
      SUBLETTING

            	
              49

            	
               

            


    

     

    
      	
              ARTICLE
      20    ESTOPPEL
      CERTIFICATES

            	
              56

            	
               

            


    

     

    
      	
              ARTICLE
      21    EXPANSION

            	
              56

            	
               

            


    

     

    
      	
              ARTICLE
      22    BROKER

            	
              57

            	
               

            


    

     

    
      	
              ARTICLE
      23    CONDITIONAL
      LIMITATIONS

            	
              57

            	
               

            


    

     

    
      	
              ARTICLE
      24    MISCELLANEOUS

            	
              62

            	
               

            


    

     

    
      	
              ARTICLE
      25    SECURITY
      DEPOSIT

            	
              65

            	
               

            


    

     

    
      	
              ARTICLE
      26    CERTAIN
      DEFINITIONS

            	
              67

            	
               

            


    

    


    


    EXHIBIT
A  -  Floor Plan

    EXHIBIT
B  -  Cleaning Specifications

    EXHIBIT
C  -  Additional Heating and Air Conditioning Rates

    EXHIBIT
D  -  Rules and Regulations

    EXHIBIT
E  -  Letter of Credit

    EXHIBIT
F  -  Included Property


    
      
         


      

      
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    TOWER
49

     

    OFFICE
LEASE

     

     

                                                                                                                   
ARTICLE 1

     

     

                                           
FUNDAMENTAL LEASE
PROVISIONS

     

    SECTION
1.1 Fundamental Lease
Provisions.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                      LEASE
    DATE:

                                                    	
                                                      October
      31, 2008

                                                    
	 	 
	
                                                      LANDLORD:

                                                    	
                                                      KATO
      INTERNATIONAL LLC,

                                                      a
      Delaware limited liability company.

                                                    
	 	 
	
                                                      ADDRESS
      OF LANDLORD:

                                                    	
                                                      Tower
      49

                                                      12
      East 49th Street

                                                      New
      York, New York  10017

                                                      Telephone:
      (212) 752-9112

                                                      Telecopy:  (212)
      753-5469

                                                    
	 	 
	
                                                      TENANT:

                                                    	
                                                      BROADPOINT
      SECURITIES GROUP, INC.,

                                                      a
      New York corporation

                                                    
	 	 
	
                                                      ADDRESS
      OF TENANT:

                                                    	
                                                      One
      Penn Plaza

                                                      New
      York, New York 10119

                                                      Telephone:  (212)
      273-7100

                                                      Telecopy:  (212)
      273-7145

                                                    
	 	 
	
                                                      BUILDING:

                                                    	
                                                      The
      office building, other improvements, sidewalks, curbs, plazas and other
      areas adjacent to the office building and underlying land known as Tower
      49, located at 12 East 49th Street, in the Borough of Manhattan, City,
      County and State of New York, and all rights and interests appurtenant
      thereto.

                                                    
	 	 
	
                                                      PREMISES:

                                                    	
                                                      The
      entire leasable area of the 31st floor of the Building, as more
      particularly indicated on the floor plan annexed hereto and made a part
      hereof as Exhibit
  "A".

                                                    
	 	 
	
                                                      RENTABLE
      AREA:

                                                    	
                                                      16,000
      rentable square feet.

                                                    
	 	 
	
                                                      INITIAL BASE
      RENT:

                                                    	
                                                      $1,232,000.00
      per annum (which amount is equal to $77.00 per rentable square foot of
      Rentable Area of the Premises per annum), payable in monthly installments
      of $102,666.67.

                                                    


                                               

                                               

                                               

                                               

                                               

                                               

                                               

                                               

                                               

                                               

                                               

                                               

                                               

                                               

                                               

                                               

                                               

                                               

                                               

                                               

                                               

                                               

                                               

                                               

                                               

                                               

                                               

                                               

                                               

                                               

                                               

                                               

                                               

                                               

                                              
                                                
                                                  
                                                  

                                                

                                                
                                                  
                                                  

                                                  
                                                    

                                                  

                                                

                                                
                                                  
                                                  

                                                

                                              

                                               

                                               

                                               

                                               

                                              	 	 
	
                                                      BASE
    TAXES:

                                                    	
                                                      The
      average of the Taxes for the Tax Year commencing on July 1, 2008 and
      ending on June 30, 2009 and the Taxes for the Tax Year commencing on July
      1, 2009 and ending on June 30, 2010.

                                                    
	 	 
	
                                                      OPERATING
      EXPENSES BASE
    PERIOD:

                                                    	
                                                      The
      period commencing on January 1, 2009 and ending on December 31,
      2009.

                                                    
	 	 
	
                                                      TENANT'S
      SHARE:

                                                    	
                                                      2.645%

                                                    
	 	 
	
                                                      PERMITTED
      USE:

                                                    	
                                                      Executive
      and general offices.

                                                    
	 	 
	
                                                      SECURITY
      DEPOSIT:

                                                    	
                                                      $1,324,000.00

                                                    
	 	 
	
                                                      LEASE
    TERM:

                                                    	
                                                      The
      term of this Lease shall be a period of ten (10) years and two (2) months
      (unless terminated earlier pursuant to this Lease or applicable law),
      commencing and expiring as set forth in Section 2.2.

                                                    
	 	 
	
                                                      RENT COMMENCEMENT
      DATE:

                                                    	
                                                      The
      date which falls two (2) months and thirteen (13) days after the Term
      Commencement Date.

                                                    
	 	 
	
                                                      TENANT'S
      BROKER:

                                                    	
                                                      Cushman
      & Wakefield, Inc.

                                                      51
      West 52nd Street

                                                      New
      York, New York 10019

                                                      Attention:  Matt
      Astrachan

                                                      Telephone:
      (212) 841-7904

                                                      Facsimile:  (212)
      841-7905

                                                    
	 	 
	
                                                      LANDLORD'S
      BROKER:

                                                    	
                                                      GVA
      Williams Real Estate Co. Inc.

                                                      380
      Madison Avenue

                                                      New
      York, New York 10017

                                                      Attention:
      Robert D. Bakst

                                                      Telephone:  (212)
      716-3892

                                                      Facsimile:  (212)
      716-3527

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


     

    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         


      

      
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    SECTION
1.2    Definitional
Provisions.  References to "Articles", "Sections",
"Subsections" and "Clauses" shall be to Articles, Sections, Subsections and
Clauses, respectively, of this Lease unless otherwise specifically
provided.  The terms "hereto", "herein", "hereof" and "hereunder" and
words of similar import refer to this Lease generally, rather than to the
Article, Section, Subsection or Clause in which such term is used, unless
otherwise specifically provided.  Any of the terms defined in Sections 1.1 and
26.1 may,
unless the context otherwise requires, be used in the singular or the plural
depending on the reference.  The term "including" shall mean
"including, but not limited to", except where the context requires
otherwise.

     

    ARTICLE
2


     

    PREMISES AND LEASE
TERM

     

    SECTION
2.1    Demise of
Premises.

     

    (a) Landlord
hereby leases to Tenant, and Tenant hereby hires from Landlord, the Premises,
pursuant to the provisions of this Lease, reserving however to Landlord the
rights, interests and estates reserved to Landlord by the provisions of this
Lease or by operation of law.

     

    (b) Landlord
and Tenant hereby conclusively agree as to the Rentable Area as set forth in
Section 1.1 and
the Rentable Area of the Building as set forth in Section
26.1.

     

    SECTION
2.2    Lease
Term; Commencement Date.  The Lease Term (a) shall commence on
the later of (i) November 1, 2008 and (ii) the date on which a Lease Termination
Agreement, in form and substance satisfactory to Landlord, has been concluded
between Landlord and the current tenant of the 31st floor of the Building (the
"Current Tenant") (the
"Term Commencement
Date") and (b) shall end at noon on December 31, 2018 (the "Expiration Date"), unless
sooner terminated as herein provided, in which event the Lease Term shall end on
the date of such termination.  Landlord shall deliver possession of
the Premises to Tenant on the Term Commencement Date in their "as is" condition,
provided that, upon such delivery of possession, the Premises shall be free of
tenancies and occupancies and broom clean with the Included Property (as
hereinafter defined) in place, and Tenant shall accept such
possession.  If the Current Tenant's telephone switch equipment has
not been removed from the Premises and the IDF closet cleaned out (the "Telephone/IDF Closet Work") by
November 10, 2008, then Tenant may perform the Telephone/IDF Closet Work and may
bill Landlord for the reasonable cost thereof.  Landlord shall pay
such statement within ten (10) Business Days after its receipt
thereof.  Landlord represents that, on the Term Commencement Date, the
Building HVAC, plumbing and water systems which serve the 31st floor of the
Building will be in proper working order.  In the event that an
equipment use permit (the "Equipment Permit") has not
been obtained for the supplemental air conditioning unit presently located in
the Premises, Tenant shall take all requisite measures to obtain the Equipment
Permit, including without limitation, government filings and alterations
necessary to satisfy applicable legal requirements in connection
therewith.  Landlord shall reimburse Tenant, within fifteen (15) days
after its demand, for the reasonable out-of-pocket expenses incurred by Tenant
in order to obtain the Equipment Permit, up to a maximum amount of
$2,500.00.  It is understood that the non-existence of the Equipment
Permit shall not affect the Term Commencement Date or any of the obligations of
Tenant under this Lease.

     

     

     

     

    
      
        
        

      

      
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    SECTION
2.3    Preparation of
Premises.

     

    2.3.1 
"As
Is".  Tenant is leasing the Premises in "as is" condition, and
Landlord shall have no obligation to perform any work or supply any materials
whatsoever to prepare the Premises for Tenant's occupancy.  If, in
connection with an Alteration to be performed by Tenant in the Premises, the
existence of asbestos which is required to be removed or encapsulated in
accordance with existing laws or regulations is confirmed, Landlord shall
perform such removal or encapsulation work at its own expense.

     

    2.3.2 
Preparation
of Premises.  All Improvements made to the Premises to prepare
the Premises for occupancy by Tenant (the "Tenant Improvements") shall be
performed by Tenant at Tenant's sole cost and expense.  The work
necessary to effectuate such Tenant Improvements shall be referred to herein as
"Tenant's
Work".

     

    SECTION
2.4    Failure
to Deliver Possession; Tenant's Waiver.  Tenant waives (a) any
right to rescind this Lease under Section 223-a of the New York Real Property
Law (or any other law of like import, now or hereafter in force) and (b) the
right to recover any damages resulting from Landlord's failure to deliver
possession of the Premises on the Term Commencement Date or from any delay in
the occurrence of the Term Commencement Date for any reason
whatsoever.  No such failure shall affect the validity of this Lease
or the obligations of Tenant hereunder.  If permission is given to
Tenant to enter into the possession of the Premises prior to the Term
Commencement Date, such occupancy shall be deemed to be under all the provisions
of this Lease, except the covenant to pay Rents.  Notwithstanding the
foregoing, if the Term Commencement Date has not occurred by February 1, 2009,
Tenant may terminate this Lease by giving written notice to Landlord on or
before February 10, 2009.  If this Lease is terminated in accordance
with the preceding sentence, Landlord shall promptly return to Tenant all
amounts previously paid by Tenant to Landlord hereunder.

     

    SECTION
2.5    Early
Termination Right.

     

    (a) Notwithstanding
anything to the contrary contained in this Lease, Tenant shall have the one-time
right (the "Early Termination
Right") to terminate this Lease effective as of December 31, 2013 (the
"Early Termination
Date").  In order to exercise the Early Termination Right,
Tenant shall give written notice (the "Early Termination Notice") to
Landlord not less than fifteen (15) months prior to the Early Termination
Date.  Together with the Early Termination Notice, Tenant shall pay to
Landlord an early termination payment (the "Early Termination Payment") in
the amount of Nine Hundred Thousand Dollars ($900,000.00) as an early
termination payment and as compensation to Landlord for its unamortized
transaction costs associated with this Lease and other costs caused by the early
termination.  Time
shall be of the essence with respect to the giving of the Early Termination
Notice.

     

     


    
      
         


      

      
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    (b) If the
Early Termination Notice is duly given by Tenant to Landlord and the Early
Termination Payment is duly made, then this Lease shall terminate on the Early
Termination Date with the same effect as if the Early Termination Date were the
Expiration Date set forth in this Lease.  If the Early Termination
Notice is not timely given or the Early Termination Payment is not timely made,
then the Lease Term shall continue to and until the Expiration Date as if this
Section 2.5
were not included herein.

     

    SECTION
2.6    Included
Property.  It is Landlord's understanding that the Current
Tenant, upon vacating the Premises, will leave substantially all of its
furniture and equipment that are located therein.  Such items of
furniture and equipment are enumerated on Exhibit "F" which is
annexed hereto (the "Included
Property").  Landlord represents that the Current Tenant has
agreed to leave the Included Property in the Premises upon vacating the Premises
and that the Included Property is not subject to any liens or
encumbrances.  Upon taking possession of the Premises, Tenant shall
assume ownership of the Included Property in its then "as is" condition, and
Tenant shall thereafter be deemed to be the owner of the Included Property for
all purposes.  Tenant has inspected the Included Property and is
satisfied (a) that all items of the Included Property remain in the Premises and
(b) with the condition of all of the items of the Included
Property.  Landlord is making no representations regarding the
condition, suitability or value of any of the Included Property.  If
any items of the Included Property are not present in the Premises on the date
that Tenant takes possession of the Premises, Landlord shall have no
responsibility therefor.  At the request of Tenant, Landlord shall
obtain a bill of sale for the Included Property in Tenant's name from the
Current Tenant.

     

    ARTICLE
3


     

    OWNERSHIP OF
IMPROVEMENTS

     

    SECTION
3.1    Ownership
of Improvements.  Any improvement in, to or upon the Premises
made by or for Tenant or any subtenant or other occupant (the "Improvements") shall at the
end of the Lease Term become the property of Landlord (regardless of whether
they were installed by Tenant or at Tenant's expense) and shall remain upon and
be surrendered with the Premises as a part thereof; provided, however, that
Landlord may elect, by written notice to Tenant not less than thirty (30) days
prior to the end of the Lease Term, to have Tenant remove from the Premises
prior to the end of the Lease Term any or all Special Improvements which have
been installed in the Premises by or on behalf of Tenant or any subtenant or
other occupant.  Upon such removal, Tenant shall, immediately and at
its expense, repair and restore the Premises to their condition prior to the
installation of such Special Improvements and shall repair any damage to the
Premises or the Building caused by such removal.  The obligations of
Tenant under this Section 3.1 shall
survive the expiration or earlier termination of this Lease.  As used
in this Section
3.1, the term "Special
Improvements" shall mean Improvements that are more difficult and/or
expensive to remove than standard office installations, including without
limitation, vaults, auditoriums, kitchens, private bathrooms, staircases,
libraries, computer rooms, telecommunications systems, raised flooring and all
data and communications wiring and cabling, but shall not include (a) data and
communications wiring which is present in the Premises on the Term Commencement
Date, (b) any ceiling hung supplementary air conditioning unit installed by the
Tenant during the Lease Term or (c) a computer room which has equipment racks
only and no raised floors, provided that, at Landlord's option, the wiring
therein has been cut back to the plenum.

     

     

     

     

    
      
        
        

      

      
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    SECTION
3.2    Special
Improvement Inquiry.  At the time that Tenant submits its
proposed Plans and Specifications for any proposed Alteration to Landlord in
accordance with Article 8, Tenant may
submit to Landlord a written inquiry (a "Special Improvement
Inquiry") as to whether or not Landlord considers any portion of the
proposed Alteration included in the proposed Plans and Specifications to be
Special Improvements for purposes of Section 3.1 and, if
so, whether it will require such Special Improvements to be removed by Tenant
prior to the end of the Lease Term in accordance with Section
3.1.  Landlord shall provide a written response to any Special
Improvement Inquiry to Tenant together with its advice of the approval of the
Plans and Specifications or its required revisions thereto within the time
periods set forth in Section
8.2.

     

    ARTICLE
4


     

    RENTS

     

    SECTION
4.1    Rents.  Subject
to the second sentence of Section 4.3,
commencing on the Term Commencement Date and continuing thereafter during the
Lease Term, Tenant shall pay to Landlord the following rents for the Premises
(collectively, the "Rents"): (a) a base rent per
annum (the "Base Rent")
in an amount equal to the Initial Base Rent, as adjusted hereafter as set forth
in Section 4.5,
and (b) additional charges ("Additional Rent"), consisting
of all other sums payable by Tenant under the provisions of this
Lease.

     

    SECTION
4.2    Payment
of Rents.  Tenant shall pay the Rents when due, without notice
or demand, and without any abatement, deduction or set-off, except for notices,
demands, abatements, deductions and set-offs expressly provided for elsewhere in
this Lease.  Tenant shall pay the Rents to Landlord by check payable
to the order of Landlord, or such agent as Landlord may from time to time
designate for payment of Rents, in lawful money of the United States at the
Address of Landlord or such other place in the City of New York as Landlord may
designate by notice to Tenant.  All checks shall be drawn on a local
bank that is a member of the New York Clearinghouse
Association.  Alternatively, Tenant may pay the Rents to Landlord by
wire remittance to such bank account that Landlord shall designate upon the
written request of Tenant (which bank account may be changed by Landlord from
time to time by written notice to Tenant).

     

    SECTION
4.3    Payment
of Base Rent; Abatement Thereof.  Tenant shall pay the annual
Base Rent to Landlord in equal monthly installments in advance on the first day
of each calendar month of the Lease Term, except that the first monthly
installment of Base Rent shall be paid upon the execution of this
Lease.  Notwithstanding anything to the contrary contained in this
Lease, the Base Rent shall be abated during the period beginning on the Term
Commencement Date and ending on the day prior to the Rent Commencement
Date.

     

     

     

    
      
        
        

      

      
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    SECTION
4.4    Rent for
a Partial Month.  The Base Rent for any portion of a calendar
month included in the Lease Term shall be prorated in the ratio that the number
of days in such portion bears to the number of days in such month.

     

    SECTION
4.5    Adjustment
of Base Rent.

     

    (a) Effective
as of the date which is the thirty (30) month anniversary of the Rent
Commencement Date, the Base Rent shall be increased to $1,296,000.00 per annum
(which amount is equal to $81.00 per rentable square foot of Rentable Area of
the Premises per annum), payable in monthly installments of
$108,000.00.

     

    (b) Effective
as of the date which is the sixty (60) month anniversary of the Rent
Commencement Date, the Base Rent shall be increased to $1,384,000.00 per annum
(which amount as equal to $86.50 per square foot of Rentable Area of the
Premises per annum), payable in monthly installment of $115,333.33.

     

    SECTION
4.6    Interest.  If
any payment of Rent is not received by Landlord on the due date thereof, Tenant
shall pay Landlord interest on such payment from the due date thereof until the
date of receipt thereof by Landlord at a rate (the "Interest Rate") equal to the
lesser of (a) three percent (3%) above the then current "prime" or "base" rate
of Citibank, N.A. or its successor, from time to time in effect in New York, New
York or (b) the maximum rate of interest chargeable under applicable
law.  No interest shall be payable for the first late payment of Rent
in any twelve (12) month period, provided that such payment is no more than five
(5) days late.

     

    SECTION
4.7    Payment
of Additional Rent.  Unless another time shall be herein
expressly provided for the payment of Additional Rent, the same shall be due and
payable within fifteen (15) days of demand therefor, and Landlord shall have the
same remedies for failure to pay Additional Rent as for non-payment of Base
Rent.

     

    SECTION
4.8    Partial
Payment.  No payment by Tenant or receipt or acceptance by
Landlord of a lesser amount than the full Rents due 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, treat such partial payment as a default
or pursue any remedy provided in this Lease or at law or in
equity.  If at any time Tenant shall pay Landlord less than the full
amount of such Rents then due, Landlord shall have the right to apply such
payment to any item or items of Rents that Landlord, in its discretion, deems
appropriate.

     

    SECTION
4.9    Late
Charge.  If any payment of Rent is not received by Landlord
within ten (10) days after the due date thereof, Tenant shall pay to Landlord,
as Additional Rent, a late charge (the "Late Charge") of five cents
($.05) for each dollar so overdue to defray Landlord's administrative costs in
handling such late payment.  Acceptance of the Late Charge by Landlord
shall not cure or waive Tenant's default, nor prevent Landlord from exercising,
before or after such acceptance, any of the remedies for a default provided by
this Lease, at law or in equity.

     

     

    
      
        
        

      

      
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    ARTICLE
5

     

    TAX AND OPERATING EXPENSE
ADJUSTMENTS

     

    SECTION
5.1    Tax and Operating Expense
Definitions.

     

    5.1.1 "Tax
Year" means a period of twelve (12) consecutive full calendar months, the
first full Tax Year to commence on the July 1 immediately following the Term
Commencement Date (or on the Term Commencement Date if the Term Commencement
Date is July 1), with each succeeding Tax Year commencing on the anniversary
date of such first Tax Year.  Any portion of the Lease Term that is
less than a full Tax Year, that is, from the Term Commencement Date (if other
than July 1) through the following June 30 and from the last July 1 falling
within the Lease Term to the end of the Lease Term (if the Lease Term does not
end on June 30), shall be deemed a "Partial Tax
Year".  Any reference in this Lease to a Tax Year shall, unless
the context expressly indicates otherwise, be deemed to be a reference to a
Partial Tax Year if the period in question involves a Partial Tax
Year.

     

    5.1.2 "Taxes",
for any Tax Year, means the aggregate amount of all (a) real property taxes
imposed by The City of New York which shall during such Tax Year be levied,
assessed, imposed, or become due and payable, or liens upon, or arise in
connection with, the use, occupancy or possession of the Building (but excluding
(i) any interest, late payment charges or penalties payable by Landlord as a
result of the late payment of Taxes and (ii) any discounts received by Landlord
as a result of the early payment of Taxes), (b) assessments made upon or with
respect to any "air" and "development" rights affecting the Building and its
appurtenant interests, (c) general or specific assessments and other taxes,
governmental impositions, duties, charges and levies of every kind, character
and nature whatsoever, extraordinary and ordinary, foreseen and unforeseen,
which shall during such Tax Year be levied, assessed, imposed, or become due and
payable, or liens upon, or arise in connection with, the use, occupancy or
possession of the Building, (d) except in the case of the calculation of Base
Taxes, expenses incurred by Landlord, including attorneys' fees and
disbursements, payments to appraisers and fees to experts and other witnesses in
contesting any of the items referred to in clauses (a), (b) and (c) above in
respect of such Tax Year regardless of when such expenses are actually incurred,
and (e) Landlord's share of any fee, tax or charge imposed for such Tax Year by
any governmental authority for any vaults, vault space or other properties
within or outside the boundaries of the land underlying the
Building.  Nothing in the preceding sentence shall be construed to
include as Taxes any inheritance, estate, succession, transfer, gift, franchise,
corporation, excise, income or profit tax or capital levy that is imposed upon
Landlord.  If, however, at any time during the Lease Term the methods
of taxation prevailing on the date hereof shall be altered so that in lieu of,
or as a substitute for, the whole or any part of the Taxes now levied, assessed
or imposed on real estate or upon Landlord with respect to the Building, the
Premises or the land underlying the Building there shall be levied, assessed or
imposed any other tax, fee, charge, imposition or assessment, however
denominated, including (i) a tax on the rents received from such real estate,
(ii) a license fee measured by the rents receivable by Landlord from the
Building, (iii) a tax or license fee imposed upon Landlord that is otherwise
measured by, or based upon, the Building or the Premises or (iv) a payment in
lieu of taxes, then such other tax, fee, charge, imposition or assessment,
computed as if the amount of such tax, fee, charge imposition or assessment so
payable was that which would be due if the Building or the Premises were the
only property of Landlord subject thereto, shall be included in
Taxes.  If Landlord has the option of paying any special assessment
which constitutes a portion of Taxes in installments, Landlord shall exercise
such option, and only the installments payable during Tax Year shall be included
in Taxes for such Tax Year.

     

     

    
      
        
        

      

      
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    5.1.3 Intentionally
Omitted.

     

    5.1.4 "Lease
Year" means any full calendar year falling within the Lease Term and
"Partial Lease Year"
means any partial calendar year at the beginning or end of the Lease
Term.  Any reference in this Lease to a Lease Year shall, unless the
context clearly indicates otherwise, be deemed to be a reference to a Partial
Lease Year if the period in question involves a Partial Lease Year.

     

    5.1.5 "Operating
Expenses" for any Lease Year, means the aggregate of all costs, expenses
and disbursements of every kind and nature paid or incurred during such Lease
Year by or on behalf of Landlord or its agent or any contractor employed by or
on behalf of Landlord with respect to the operation, repair, cleaning,
maintenance, management and security of the Building.

     

    5.1.5.1 Operating
Expenses - Inclusions.  Without in any way limiting the
generality of Section
5.1.5, Operating Expenses shall include the following:

     

    (a) salaries,
wages, fringe benefits of every kind and nature, bonuses and the cost of any
hospitalization, medical, surgical, workers' compensation, union and general
welfare, pension, retirement or life insurance plans, disability or other
benefits imposed by law or otherwise with respect to employees and social
security, unemployment and other payroll taxes (including any other benefit or
expense that is customary for workers in first-class midtown Manhattan office
buildings) relating to the employees of Landlord or its agents or contractors
engaged in the operation, repair, cleaning, maintenance, management and security
of the Building; provided, that if any
such employees of Landlord or its agents provide services for more than one
building of Landlord, then a prorated portion of their wages, benefits and taxes
shall be included in Operating Expenses, based on the portion of their working
time devoted to the Building;

     

    (b) the cost
of gas, steam or other fuel (other than electricity); operation of elevators and
security systems; heating, cooling, air conditioning and ventilating; chilled
water; hot and cold water; sewer and other utilities (other than electricity);
utility taxes, water rates and charges and sewer rental;

     

    (c) the cost
of painting, security (including uniforms) and other services and replacement of
tubes, bulbs, lamps and ballasts required for building standard lighting located
in or about the Building, except areas of the Building that are leased or
available for leasing to tenants;

     

    (d) the cost
of all appropriate insurance, including workers' compensation, property,
casualty, liability and fidelity insurance and the fees and charges of insurance
consultants;

     

     

    
      
        
        

      

      
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    (e) the cost
of repairs to, and maintenance of, the Building and Building
Equipment;

     

    (f) the cost
of interior and exterior landscaping;

     

    (g) the cost
of building and cleaning goods, supplies and equipment;

     

    (h) the cost
for, or rental charges of (including interest charges paid by, or allocable to,
Landlord), machinery, equipment, tools, maintenance facilities or systems used
in the operation, safety, repairing, cleaning, maintenance, management and
security of the Building, and any sales and other taxes thereon;

     

    (i) the cost
of uniforms and dry cleaning;

     

    (j) management
fees, or if no management fee is being charged, an amount not in excess of the
amount that would be paid for managing a similar first-class mid-town Manhattan
office building;

     

    (k) fees and
charges payable under service agreements on equipment;

     

    (l) telephone,
telegraph, telecopy (or other telecommunication) costs incurred by Landlord or
its agents with respect to the operation, safety, repair, cleaning, maintenance,
management and security of the Building;

     

    (m) legal,
accounting, consulting and professional fees and disbursements incurred in
connection with the operation and management of the Building;

     

    (n) following
the Operating Expenses Base Period, costs of capital improvements to the
Building or its facilities and the systems of each that are intended in good
faith to reduce Operating Expenses or that are required by law (whether or not
such law is mandatory) (to the extent the cost of such capital improvement is
required to be capitalized for federal income tax purposes, such cost shall be
amortized on a straight-line basis over the shortest useful life of such capital
improvement but not in excess of ten (10) years, and in each of the Lease Years
during which such cost is so amortized, the annual amortization, together with
interest charges paid by Landlord thereon or, in the absence of actual interest,
imputed interest thereon at the Interest Rate, shall be included in Operating
Expenses);

     

    (o) fees for
and costs of licenses, permits and inspections for the Building;

     

    (p) depreciation
on personal property, tools and moveable equipment used in the operation,
safety, repair, cleaning, maintenance, management or security of the Building or
provided by Landlord for the use or benefit of lessees or occupants, including
window coverings and carpeting in public corridors;

     

    (q) costs of
contesting the validity or applicability of any law if a successful contest is
likely to reduce Operating Expenses or Taxes;

     

     

    
      
        
        

      

      
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    (r) those
taxes, duties, charges, levies and assessments that are expended as a part of
the Building's operation, repair, maintenance, management and security, but that
are not included within Taxes, such as sales, use and utility
taxes;

     

    (s) all
expenses and costs incurred by Landlord (other than for capital improvements,
which are covered by Clause (n) of this Section 5.1.5.1) as a
result of or in order to comply with applicable laws, including laws pertaining
to energy or natural resource conservation or environmental protection (such as
the costs of securing alternative sources of utilities, energy or other products
or services and the costs of making the Building or the Premises compatible with
the use of such alternative sources);

     

    (t) all
charges, taxes, surcharges or assessments imposed by any governmental or
quasi-governmental agency or public utility as a means of conserving or
controlling the consumption of water, gas, electricity, energy sources or
products, natural resources or other products or services; and

     

    (u) the costs
of directory maintenance.

     

    It is
understood that Base Operating Expenses shall not include amortization arising
from the costs of capital improvements to the Building or its facilities made
prior to the Rent Commencement Date.  It is the intention of the
parties that Tenant shall not be required to make duplicate payments of any
Operating Expense item, if such payment was made in relation to the item
pursuant to any other provision of this Lease.

     

    5.1.5.2 Operating
Expenses - Exclusions.  The term Operating Expenses
excludes:

     

    (a) expenses
relating to leasing space in the Building (including tenant improvements,
leasing commissions and advertising expenses);

     

    (b) legal
fees and disbursements incurred for collection of tenant accounts, or
negotiation of leases, or relating to disputes between Landlord and other
lessees and occupants of the Building;

     

    (c) the cost
of electricity and other utilities and services furnished directly to the
Premises or to space leased to other lessees and occupants of the
Building;

     

    (d) the cost
of repairs or replacements incurred by reason of fire or other casualty or
condemnation to the extent to which Landlord has actually received compensation
therefor through proceeds of insurance or condemnation awards;

     

    (e) expenditures
for refinancing and for mortgage debt service;

     

    (f) Taxes and
income taxes, excess profits taxes, franchise taxes and other business taxes
imposed on Landlord;

     

    (g) depreciation
(other than on personal property, tools and moveable equipment as described in
Clause (p) of Section
5.1.5.1);

     

     

     

    
      
        
        

      

      
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    (h) telephone,
telegraph, telecopy (or other telecommunication) costs incurred by lessees and
occupants of the Building (except to the extent provided in Clause (l) of Section
5.1.5.1);

     

    (i) costs and
expenses otherwise includable in Operating Expenses, to the extent that Landlord
is reimbursed from other sources for such costs and expenses;

     

    (j) salaries,
wages and fringe benefits of ever kind and nature of executives above the grade
of Building Manager; it being understood that the cost for any person who is
performing the functions of Building Manager on an interim basis and the costs
of training new Building Managers and their salaries, wages and fringe benefits
during the training period shall be includable as Operating
Expenses;

     

    (k) cleaning
costs for tenant space in the Building, which are covered by Section
5.3;

     

    (l) Building
Electric Costs, which are covered by Section
5.4;

     

    (m) the cost
of capital improvements except to the extent provided in Section
5.1.5.1;

     

    (n) payments
made by Landlord to a corporation or other entity affiliated with Landlord for
goods and services includable in Operating Expenses to the extent that such
payments exceed the amounts that would have been paid to independent third
parties for goods and services of like kind;

     

    (o) ground
rent, if any, or other similar payments made under a lease or sublease of the
Building by Landlord;

     

    (p) rent,
additional rent or other charges under any lease or sublease which is assumed by
Landlord;

     

    (q) attorneys'
fees and disbursements and other costs in connection with any judgment,
settlement or arbitration resulting from any tort liability on the part of
Landlord and the amount of such settlement, judgment or award, including any
punitive damages assessed against Landlord;

     

    (r) the cost
to Landlord of installing, maintaining and operating any special facility in the
Building to the extent such facility is for use by the general public, such as
an observatory, broadcasting facility, luncheon club, athletic club or
recreational club;

     

    (s) fines,
interest, late charges and penalties payable by Landlord resulting from
noncompliance with laws;

     

    (t) the
incremental cost of any services performed for other tenants of the Building
which are not performed for Tenant;

     

     

     

    
      
        
        

      

      
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    (u) interest,
penalties and late charges incurred as a result of late payments made by
Landlord;

     

    (v) accrued
and unfunded pension benefits of employees of Landlord; and

     

    (w) any cost
that would otherwise be includable as an Operating Expense to the extent that
the same is reimbursed to Landlord by proceeds of insurance, condemnation award
or by other parties (except pursuant to this Article
5).

     

    5.1.6 "Base
Operating Expenses" means the Operating Expenses for the Operating
Expenses Base Period.

     

    SECTION
5.2    Payment of Tenant's Share of
Taxes and Operating Expenses.

     

    5.2.1 Payment of Tenant's Share of
Taxes.

     

    5.2.1.1 Tax
Payment and Tax Statement.  If Taxes for any Tax Year or
Partial Tax Year shall exceed Base Taxes, Tenant shall pay to Landlord as
Additional Rent, an amount equal to Tenant's Share of such excess in the manner
set forth in this Section
5.2.1.  For any Partial Tax Year in which the Lease Term shall
commence or end, the Tax Payment (as hereinafter defined) for such Partial Tax
Year shall be a prorated amount computed on a per diem basis.  At any
time during or after the Lease Term, Landlord may render to Tenant a statement
(the "Tax Statement")
showing (a) a comparison  of the Taxes for any given Tax Year with the
Base Taxes (prior to the availability of the amount of the Base Taxes, such
amount may be estimated by Landlord, subject to reconciliation when the actual
amount of the Base Taxes becomes known) and (b) Tenant's Share of any such
excess (the "Tax
Payment" for such Tax Year).  Tenant shall pay to Landlord, in
two (2) equal installments, in advance on June 1 immediately preceding such Tax
Year and December 1 of such Tax Year, the Tax Payment for such Tax Year shown on
the Tax Statement.  If the taxing authority changes the number or
amount of installments of Taxes or the dates on which Taxes are required to be
paid, then the number, amounts or due dates of the installments of the Tax
Payment shall be correspondingly revised so that the Tax Payment (or the
installments thereof) shall be due on the later of (i) thirty (30) days prior to
the date the corresponding payment is due to such authority or (ii) ten (10)
days after Landlord's rendition of the applicable Tax Statement.  If
any additional Taxes are imposed during any Tax Year or if any Tax Statement
contains an error, Landlord may at any time deliver revised Tax Statements to
Tenant.  If the Tax Payment reflected on such revised Tax Statement
exceeds the Tax Payment reflected on the prior Tax Statement furnished to Tenant
under this Section
5.2.1.1 for such Tax Year, Tenant shall pay such excess to Landlord
within fifteen (15) days of receipt of such revised Tax Statement.  If
the Tax Payment reflected on the prior Tax Statement furnished to Tenant exceeds
the Tax Payment reflected on the revised Tax Statement, Landlord, at its option,
shall pay to Tenant the amount of such excess or credit the amount of such
excess to the next installments of Base Rent payable under this
Lease.  Landlord's failure to render a Tax Statement during any Tax
Year or failure to make a demand under this Section 5.2.1 shall
not prejudice Landlord's right to render a Tax Statement with respect to such
Tax Year during any subsequent Tax Year or with respect to any subsequent Tax
Year, and shall not eliminate or reduce Tenant's obligation to pay the Tax
Payment for such Tax Year or act as a waiver of any kind, provided that
Landlord's right to render a revised Tax Statement for any Tax Year shall expire
two (2) years after the end of the Tax Year in question.  Whenever so
requested, Landlord shall furnish Tenant with a reproduced copy of the tax bill
and any revised tax bill for the Taxes for the current or next preceding Tax
Year.

     

     

     

    
      
        
        

      

      
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    5.2.1.2 Adjustments of Tax
Payment.

     

    (a) If
Landlord shall receive a refund of any portion of the Taxes for a Tax Year and
such refund is not reflected on the most recent Tax Statement issued for such
Tax Year (the "Most Recent Tax
Statement"), then, regardless of whether this Lease shall have
terminated, Landlord shall recompute the Tax Payment for such Tax Year (taking
into account the refund and any expenses actually incurred in obtaining the same
that are properly includable in Taxes under Section 5.1.2),
furnish Tenant with an adjusted Tax Statement (an "Adjusted Tax Statement")
reflecting such refund, and, within fifteen (15) days pay to Tenant the excess
of the Tax Payment reflected on such Most Recent Tax Statement over the Tax
Payment reflected on such Adjusted Tax Statement.

     

    (b) If, after
a Tax Statement has been sent to Tenant, the assessed valuation used in
computing the Base Taxes is reduced, then, regardless of whether this Lease
shall have terminated, Landlord may recompute the Tax Payment for such Tax Year
(using such lower amount to compute the Base Taxes) and furnish Tenant with an
Adjusted Tax Statement reflecting such lower amount, and Tenant, within fifteen
(15) days of its receipt of such Adjusted Tax Statement, shall pay to Landlord
the excess of the Tax Payment reflected on such Adjusted Tax Statement over the
Tax Payment reflected on such Tax Statement.

     

    5.2.1.3 Miscellaneous
Tax Matters.  Only Landlord shall be eligible to institute tax
reduction or other proceedings to reduce the assessed valuation of the Building
or contest any item comprising Taxes.  Landlord agrees, unless Tenant
has consented to the contrary in writing, to institute tax reduction or other
proceedings to reduce the assessed valuation of the Building for each Tax
Year.  Tenant's liability for any Tax Payment due under this Section 5.2.1 shall
survive the expiration or earlier termination of this Lease for a period of two
(2) years.  In no event shall Base Rent ever be reduced by operation
of any provisions of this Section
5.2.1.

     

    5.2.2 Payment of Tenant's Share of
Operating Expenses.

     

    5.2.2.1 Operating
Payment and Operating Statement.  If Operating
Expenses for any Lease Year or Partial Lease Year shall exceed the amount of
Operating Expenses for the Operating Expenses Base Period, Tenant shall pay to
Landlord as Additional Rent, an amount (the "Operating Payment") equal to
Tenant's Share of such excess in the manner set forth in this Section
5.2.2.  For any Partial Lease Year, the Operating Payment with
respect to such Partial Lease Year shall be a prorated amount computed on a per
diem basis.

     

    Prior to
or promptly after the commencement of each Lease Year, Landlord shall submit to
Tenant a statement (the "Estimated Operating
Statement") setting forth Landlord's estimate of Operating Expenses for
such Lease Year and a comparison between such estimated Operating Expenses and
the Operating Expenses for the Operating Expenses 

     

     

    
      
        
        

      

      
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      Base
Period (which amount may be estimated by Landlord prior to the time when such
amount becomes known, subject to reconciliation) and indicating Tenant's Share
of any estimated increase.  Landlord
may adjust the Estimated Operating Statement from time to time to assure that
the estimated Operating Expenses will approximate Operating Expenses for the
applicable Lease Year.  Landlord's failure to render an Estimated
Operating Statement during or with respect to any Lease Year or failure to make
a demand under this Section 5.2.2 shall
not prejudice Landlord's right to render an Estimated Operating Statement during
or with respect to such Lease Year or any subsequent Lease Year, and shall not
eliminate or reduce Tenant's obligation to pay such excess in Operating Expenses
pursuant to this Section 5.2.2 for
such Lease Year or act as a waiver of any kind.  On the first day of
the month following the furnishing to Tenant of an Estimated Operating
Statement, Tenant shall pay to Landlord a sum equal to one-twelfth (1/12th) of
such estimated excess in Operating Expenses multiplied by the number of months
(and any fraction thereof), to and including the then current month, that have
elapsed since the commencement of such Lease Year less the aggregate of any
payments made on account of Additional Rent in respect of Operating Expenses
made since the commencement of such Lease Year pursuant to this Section
5.2.2.  On the first day of the month following the furnishing
to Tenant of an Estimated Operating Statement and continuing monthly on the
first day of every month thereafter until rendition of the next succeeding
Estimated Operating Statement, Tenant shall pay an amount equal to one-twelfth
(1/12th) of such estimated increase; provided, however, that if a
new Estimated Operating Statement is issued for such Lease Year, the monthly
amount shall be changed as provided in this Section
5.2.2.1.  On or prior to the July 1 next following the end of
any Lease Year, or as soon thereafter as Landlord is able to do so, Landlord
shall submit to Tenant a statement (the "Operating Statement") setting
forth (a) a reasonably detailed statement of the Operating Expenses for such
Lease Year, (b) the excess of such Operating Expenses over the Base Operating
Expenses, (c) the Operating Payment for such Lease Year, (d) the aggregate
payment made by Tenant in respect of such Operating Payment pursuant to this
Section 5.2.2.1
or otherwise, (e) whether such aggregate payment constitutes an overpayment or
underpayment of the Operating Payment and (f) the amount of such overpayment or
underpayment.  Tenant shall pay the amount of any underpayment within
five (5) days after receipt of the Operating Statement.  If Tenant has
overpaid the Tenant's Share of such increase, Landlord, at its option, shall pay
to Tenant the amount of such overpayment or credit the overpayment to the next
installments of Additional Rent in respect of Operating Expenses payable under
this Section
5.2.2.1, except that, if there are no further installments of Additional
Rent in respect of Operating Expenses due under this Lease, Landlord shall pay
the amount of the overpayment to Tenant within fifteen (15)
days.  Landlord's failure to render the Operating Statement or a
revised Operating Statement with respect to any Lease Year or Partial Lease Year
shall not operate to eliminate or reduce Tenant's obligations to pay any such
underpayment pursuant to this Section 5.2.2 or to
act as a waiver of any kind, provided that Landlord’s right to demand such
payment shall expire two (2) years after the end of the Lease Year or Partial
Lease Year in question.

    

     

    5.2.2.2 Miscellaneous Operating
Expense Matters.

     

    (a) If after
Tenant shall have made a payment of Additional Rent in respect of Operating
Expenses and regardless of whether this Lease shall have terminated, Landlord
shall receive a refund of any portion of the Operating Expenses on which such
payment was based, Landlord shall pay to Tenant Tenant's Share of such net
refund (after deduction of all expenses incurred by Landlord in connection with
obtaining the refund) within fifteen (15) days after receipt thereof or, at its
option, credit Tenant's Share of any such net refund to the next installments of
Base Rent payable under this Lease.  Tenant's liability for the
Additional Rent in respect of Operating Expenses due under this Section 5.2.2 shall
survive the expiration or earlier termination of this Lease.  In no
event shall the Base Rent ever be reduced by the operation of any provision of
this Section
5.2.2.

     

     

    
      
        
        

      

      
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    (b) If during
all or part of any Lease Year (including the Operating Expenses Base Period) (a)
less than all of the leasable space of the Building is occupied by tenants or
occupants and/or (b) a tenant or occupant of any leasable space of the Building
undertakes to perform work or services therein in lieu of having Landlord
perform the same and the cost thereof would have been included in Operating
Expenses, the Operating Expenses for such Lease Year shall be increased to
reflect the Operating Expenses that would have been payable had the Building
been fully occupied throughout such Lease Year or had Landlord performed such
work or services.  If during any Lease Year Landlord shall achieve a
reduction in Operating Expenses through the reduction of personnel or the
elimination of other fixed costs, then, for purposes of calculating the
Operating Payment for such Lease Year and all subsequent Lease Years to which
such reduction is applicable, a comparable reduction shall be made in the
Operating Expenses for the Operating Expenses Base Period.

     

    5.2.3 Tenant's
Objection to Tax Statement or Operating Statement.  Any Tax
Statement or Operating Statement shall be conclusively binding upon Tenant
unless (a) Tenant shall send Landlord a notice within one hundred twenty (120)
days of receipt thereof, stating that Tenant objects to Landlord's determination
therein of (i) the Tax Payment or (ii) the Operating Payment, and specifying in
general terms the reasons for such objection and further stating that Tenant
desires to make the examination permitted by this Section 5.2.3, and
(b) within forty five (45) days after the notice referred to in clause (a)
above, Tenant shall give Landlord a notice that it still disputes Landlord's
determination of such Tax Payment or Operating Payment, as the case may be,
specifying with reference to the particular books and records of Landlord, the
particular respects in which such Tax Statement or Operating Statement is
claimed to be inaccurate, and requesting that the dispute be resolved by
arbitration pursuant to Section 5.2.4.

     

    From and
after the date of Tenant's notice under clause (a) above until the expiration of
the time period within which Tenant may send its notice under clause (b) above,
Landlord shall afford Tenant the right on one or more occasions at reasonable
times to examine (and make extracts from and copies of) (x) in the case of an
objection by Tenant under clause (a)(i) above, Landlord's actual tax bills and
notifications of assessed valuation for the Building, and any other books and
records of Landlord reasonably relating to Taxes or (y) in the case of an
objection by Tenant under clause (a) (ii) above, Landlord's books and records
reasonably relating to the operation, safety, repair, cleaning, maintenance,
management and security of the Building but limited to the matters as to which
Tenant has raised objections.  Each time Tenant desires to make any
such examination, it shall give reasonable advance notice to Landlord of the
date on which it will conduct such examination.  Tenant shall conduct
such examination at the business office of Landlord or its agent in The City of
New York during the normal business hours of such office.  In no event
shall Tenant engage any Person to assist in the examination of Landlord's books
and records pursuant to this paragraph of this Section 5.2.3 ("Tenant's Consultant") (a)
unless such Person is an independent firm of certified public accountants and
(b) if such Person is being compensated on a contingency or other success-based
basis.  Tenant shall maintain, and shall cause Tenant's Consultant to
maintain, all information obtained in the course of such examination in strict
confidence.  Prior to making any examination of Landlord's books and
records, Tenant and Tenant's Consultant shall sign Landlord's standard form of
Confidentiality and Non-Disclosure Agreement with respect thereto.

     

     

     

    
      
        
        

      

      
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    Objection
by Tenant shall not excuse or abate Tenant's obligation to make the payments
required by this Section 5.2 pending
resolution of Tenant's objection.  If the Tax Payment for such Tax
Year or the Operating Payment for such Lease Year, as determined by such
arbitration (or by settlement), is more or less than the amount thereof
indicated in the Tax Statement or the Operating Statement, as the case may be,
Tenant shall pay to Landlord any difference in Landlord's favor within fifteen
(15) days , and Tenant shall receive a credit against the next installments of
Base Rent (or, following the expiration of the Lease Term, a refund payable
within fifteen (15) days) for any difference in Tenant's favor.

     

    5.2.4 Arbitration.  Any
dispute under Section
5.2.3 which cannot be resolved by negotiations between the parties shall
be determined by arbitration conducted in New York, New York in accordance with
the rules of the American Arbitration Association (or its successor) by a panel
of three (3) arbitrators, designated in accordance with the provisions of the
next sentence, each of whom shall be an independent certified public
accountant.  Tenant shall designate an arbitrator meeting the
foregoing requirements in its written notice requesting arbitration made
pursuant to Section
5.2.3.  Landlord shall, by written notice to Tenant, designate
a second arbitrator meeting the foregoing requirements within thirty (30) days
after receipt of Tenant's notice.  Within thirty (30) days after
Landlord's notice to Tenant, the two arbitrators so designated shall select the
third arbitrator, who shall also meet the requirements set forth in the second
immediately preceding sentence, and if they do not do so, the third arbitrator
shall be selected by the American Arbitration Association.  Landlord
and Tenant shall execute all documents and do all other things necessary to
submit the dispute to arbitration pursuant to this Section.  A
judgment or order may be entered in any court of competent jurisdiction based
upon an arbitration award made in an arbitration pursuant to this
Section.  The costs and expenses of arbitration shall be shared
equally by Landlord and Tenant, but each party shall be responsible for its own
costs and expenses and the fees and expenses of its own witnesses and counsel
and the arbitrator designated by it.  The arbitrators shall have the
right to consult experts in the matter under arbitration; provided, that any
such consultation shall be made only after twenty (20) days' prior notice to the
Landlord and Tenant and only in their presence, with full right on their part to
cross-examine such experts.  The arbitrators' decision and award shall
be in writing and counterpart copies thereof shall be delivered to Landlord and
Tenant.  In rendering their decision and award, the arbitrators shall
have no power to vary, modify or amend any provision of this Lease.

     

    SECTION
5.3    Payment of Tenant's Share of
Cleaning Cost.

     

    5.3.1 Cleaning Cost
Definitions.

     

     

     

    
      
        
        

      

      
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    5.3.1.1 "Base
Labor Rate" shall mean the Labor Rate as of January 1, 2009 as contained
in the agreement between the Realty Advisory Board on Labor Relations, Inc. and
Local 32B-32J of the Building Service Employees International Union AFL-CIO,
which Base Labor Rate shall not be changed in the event of any change hereafter
made in such agreement with respect to the Labor Rate as of January 1, 2009 nor
affected by any cost of living adjustments provided for in such
agreement.

     

    5.3.1.2 "Cleaning
Cost Factor" shall mean $1,210,000.00.

     

    5.3.1.3  "Labor
Rate" shall mean the average hourly cost, inclusive of allocations and
apportionments of taxes and fringe benefits incident, applicable, allocable or
reasonably related thereto, for an hour's work by a porter engaged to work full
time, based on the minimum regular hourly wage rate for such employment,
including the amount of any sales taxes assessed with respect to such wages and
paid by Landlord if Landlord retains an independent contractor to provide
cleaning services, determined as follows:

     

    (a) The
minimum regular hourly wage shall be the rate for employment of porters in Class
A office buildings from time to time established by agreement between the Realty
Advisory Board on Labor Relations, Inc. and Local 32B-32J of the Building
Service Employees International Union AFL-CIO or by the successors to either or
both of them, which rate shall be used in computations under this Section 5.3 whether
or not porters' wages are actually paid by or for Landlord or by independent
contractors who furnish such services to the Building.

     

    (b) The term
"porters" shall mean
that classification of employee engaged in the general maintenance and operation
of office buildings most nearly comparable to that classification now applicable
to porters in the agreement currently in force with such Local 32B-32J (which
classification is presently termed "others" in such agreement).

     

    (c) The term
"fringe benefits" shall
mean all fringe benefits, including, without limitation, amounts for, allocable
to or attributable to:  pensions and welfare funds; vacations,
holidays, sick days, birthdays, jury duty, medical checkup, lunch hours, relief
time, "personal" days and other paid time off; bonuses; and social security,
unemployment, disability benefits, health, life, accident, workmen's
compensation and other types of insurance.  If length of service shall
be a factor in determining any element of fringe benefits, it shall be
conclusively presumed that all employees have completed one (1) year of service
on the first day of the calendar year in which this Lease was signed, plus one
(1) additional year of service as of the first day of each subsequent calendar
year during the Lease Term.

     

    If there
is no such union agreement in effect at any time during the Lease Term, then all
computations and payments called for in this Section 5.3 shall
nevertheless be made, but shall be made on the basis of the regular hourly wage
rates, plus allocations and apportionments of taxes and fringe benefits
incident, applicable, allocable or reasonably related thereto, actually being
paid or accrued at such time by Landlord, or by the contractor performing the
cleaning services for Landlord, for such porters, and appropriate retroactive
adjustment shall thereafter be made if and when the minimum regular hourly wage
rate pursuant to such agreement is finally determined.  If any such
union agreement shall require the regular employment of porters on days or
during hours when overtime or other premium pay rates are in effect, then the
"regular hourly wage rate", as used above, shall be deemed to mean the actual
weekly wage rate, divided by the actual hours in a calendar week during which
such porters are required to be employed (if, for example, such an agreement
shall require the regular employment of building porters for forty (40) hours
during a calendar week at a regular hourly wage rate of $6.00 for the first
thirty (30) hours, and premium or overtime hourly wage rate of $8.00 for the
remaining ten hours, then the "regular hourly wage rate" under this Section 5.3 shall be
deemed to be the total weekly wage rate of $260.00 divided by forty (40), the
total number of required hours of employment, which equals $6.50).

     

     

    
      
        
        

      

      
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    5.3.2 Cleaning Cost
Payment.

     

    (a) If the
Labor Rate in effect on the first day of any Lease Year shall exceed the Base
Labor Rate, Tenant shall pay as Additional Rent for such Lease Year an amount
(the "Cleaning Cost
Payment") equal to Tenant's Share of the product obtained by multiplying
the Cleaning Cost Factor by a fraction, the numerator of which is the Labor Rate
in effect on the first day of such Lease Year less the Base Labor Rate, and the
denominator of which is the Base Labor Rate.

     

    (b) Promptly
after the start of each Lease Year Landlord shall furnish to Tenant a statement
setting forth the Cleaning Cost Payment for such Lease Year.

     

    (c) Tenant's
obligation to pay the Cleaning Cost Payment shall accrue as of the first day of
the relevant Lease Year, and the Cleaning Cost Payment shall be payable in
twelve (12) equal monthly installments, in advance, on the first day of each
month during such Lease Year; provided, however,
that:  (i) until the first day of the month following the month in
which Landlord's statement regarding the Cleaning Cost Payment is furnished to
Tenant, Tenant shall pay to Landlord on the first day of each month an amount
equal to one-twelfth (1/12) of the Cleaning Cost Payment for the preceding Lease
Year; and (ii) within fifteen (15) days after such Landlord's statement is
furnished to Tenant, Tenant shall pay to Landlord any deficiency in the Cleaning
Cost Payment, or if there shall have been an overpayment, Landlord shall credit
the amount thereof against the next succeeding installments of Base Rent, except
that, if there are no further installments of Base Rent due under this Lease,
Landlord shall pay the amount of the overpayment to Tenant within fifteen (15)
days.  In the event that the Labor Rate shall be changed during a
Lease Year, an appropriate adjustment in the Cleaning Cost Payment shall be made
by Landlord in an additional statement, the monthly installments thereof shall
be appropriately adjusted effective as of the effective date of such change,
and, within five (5) days after such additional statement is furnished to
Tenant, Tenant shall pay to Landlord any deficiency in prior payments of such
monthly installments.

     

    SECTION
5.4    Building Electricity
Costs.

     

    (a) Tenant
shall pay to Landlord monthly as Additional Rent, Tenant's Share of Building
Electricity Costs in accordance with this Section
5.4.  The term "Building Electricity Costs"
shall mean all amounts payable by Landlord to the public utility or other entity
supplying electricity to the Building with respect to all electricity purchased
by Landlord for the Building.  There shall be excluded from Building
Electricity Costs the cost of any electricity supplied to areas leased by Tenant
or other tenants or occupants of the Building, including the cost of the
electricity supplied to Tenant or other tenants or occupants of the Building, if
Landlord shall be supplying such electricity on a submetering basis pursuant to
Section
6.1.1.2.

     

     

    
      
        
        

      

      
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    (b) For each
month during the Lease Term, Tenant shall pay to Landlord an amount equal to
Tenant's Share of Building Electricity Costs.  The aforesaid monthly
payments shall be made on the first day of each month during the Lease Term and
shall be based, in the first instance, on reasonable estimates of Building
Electricity Costs which shall be prepared by Landlord and set forth in a
statement delivered to Tenant.  Thereafter, such payments shall be
adjusted from time to time so as to reflect changes in Landlord's estimates of
the Building Electricity Costs.  After the end of each Lease Year,
Landlord shall furnish to Tenant a statement showing Tenant's Share of the
Building Electricity Costs for such Lease Year.  Within five (5) days
after such statement is furnished to Tenant, Tenant shall pay any deficiency in
Tenant's prior payments during such Lease Year in respect of Tenant's Share of
such Building Electricity Costs, or if there shall have been an overpayment,
Landlord shall credit the amount thereof against the next succeeding
installments of Base Rent, except that, if there are no further installments of
Base Rent due under this Lease, Landlord shall pay the amount of the overpayment
to Tenant within fifteen (15) days.

     

    (c) If during
all or any part of any Lease Year less than all of the leasable space of the
Building is occupied by tenants and/or occupants, the amount of the Building
Electricity Costs for such Lease Year shall be increased to reflect the Building
Electricity Costs that would have been payable had the Building been fully
occupied throughout such Lease Year.

     

    (d) Landlord
represents that the Building Electricity Costs for the year 2007 were $2.40 per
rentable square foot per annum.

     

    ARTICLE
6


     

    SERVICES AND
UTILITIES

     

    SECTION
6.1    Electricity.

     

    6.1.1 Method
For Providing Electricity.  On and immediately after the Term
Commencement Date, electricity shall be supplied to the Premises in accordance
with the provisions of Section
6.1.1.1.  At any time during the Lease Term, provided it is
then not permissible under applicable laws or the requirements of the New York
State Public Service Commission to furnish electricity on a direct supply basis,
Landlord may have electricity supplied to the Premises in accordance with Section 6.1.1.2
during the period of such impermissibility.

     

    6.1.1.1 Direct
Supply.  During any period
in which electricity is furnished to the Premises pursuant to this Section 6.1.1.1,
Tenant shall arrange to obtain electrical energy from the utility company
furnishing electrical energy to the Building.  The costs of such
service shall be paid by Tenant directly to such utility company, and a default
by Tenant in the timely payment of any bill or charge of such utility company
shall be deemed a default by Tenant under this Lease.  Subject to the
provisions of Sections
6.1.2, 6.1.3, and 6.1.4, and Article 8, Landlord
shall permit Tenant to bring electrical energy into the Premises through
feeders, risers, wiring and other electrical facilities presently installed in
the Building for Tenant's reasonable use of lighting, personal computers,
copiers, normal office equipment and other low energy consuming appliances, and
for Tenant's use of such other machines and equipment as Landlord may reasonably
permit to be installed in the Premises.  Landlord shall permit such
feeders, risers, wiring and other electrical facilities serving the Premises to
be used by Tenant to the extent available, suitable and safe.  Tenant
shall utilize the existing electric meter in the Premises to measure its
consumption of electricity.  Landlord represent that on the Term
Commencement Date, the electric meter is in good working
order.  Tenant shall bear the cost of the repair and maintenance of
the existing electric meter throughout the Lease Term.

     

     

    
      
        
        

      

      
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    6.1.1.2 Submetering.  During
any period in which Landlord furnishes electricity to the Premises in accordance
with this Section
6.1.1.2 by submetering, Tenant shall purchase from Landlord, or from a
meter company designated by Landlord, all electricity consumed in the Premises
and shall pay to Landlord or the meter company, as Additional Rent, the amounts
for electricity consumed (the "Electricity Additional Rent")
determined by a meter or meters (measuring both consumption and demand) and
related equipment installed (or, if existing, retrofitted) by Landlord in
accordance with Landlord's specifications at Landlord's
expense.  Tenant, at its expense, shall keep the meter and related
equipment in good working order and repair.  Tenant shall purchase the
electricity from Landlord or the meter company at the rate ("Landlord's Rate") paid by
Landlord to the utility company furnishing electricity to the Premises plus an
amount equal to five percent (5%) of the charge therefor for Landlord's overhead
and supervision.  Bills therefor shall be rendered at such times as
Landlord may elect, but not more frequently than monthly, and the amount of the
Electricity Additional Rent shall be deemed to be Additional Rent payable by
Tenant within fifteen (15) days after such bill is rendered.  In
determining Landlord's Rate, Landlord may take into account rates (including
time of day and seasonal rate differentials), changes in the method of delivery
of electric current to the Building, kilowatt hours of energy charges, kilowatts
of demand charges, fuel adjustment charges (as determined for each month of such
period and not averaged), rate adjustment charges, transfer adjustment charges,
utility taxes, sales taxes and/or any other factors used by the utility company
in computing its charges to Landlord or applied to the kilowatt hours of energy
and the kilowatts of demand purchased by Landlord during a given billing
period.  In no event shall the Electricity Additional Rent for
submetered electricity supplied to the Premises be less than Landlord's actual
cost to purchase and distribute such electricity.  If Tenant shall
consume electricity prior to the installation or retrofitting of meters in the
Premises, then Tenant agrees to pay Landlord for electricity at a rate equal to
the product of the Initial Electric Inclusion Factor multiplied by the number of
square feet of Rentable Area per annum until such time as said meters are
installed.  Landlord shall promptly install or retrofit the meters
which will serve the Premises.  The "Initial Electric Inclusion
Factor" shall, as of any given date, be equal to the product of Three and
50/100 Dollars ($3.50) multiplied by a fraction, the numerator of which is
Landlord's actual average cost per unit of electrical power as of such date, and
the denominator of which is Landlord's actual average cost per unit of
electrical power as of the Lease Date.  If any Tax is imposed upon the
Electricity Additional Rent received by Landlord from the sale or resale of
electricity to Tenant, Tenant agrees that, to the extent permitted by law,
Tenant shall reimburse such taxes to Landlord.

     

     

     

    
      
        
        

      

      
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    6.1.1.3 Rent
Inclusion.  In the event
that, at any time during the Lease Term, it is not permissible for Landlord to
furnish electricity on either a direct supply basis pursuant to Section 6.1.1.1 or a
submetering basis pursuant to Section 6.1.1.2,
Landlord may furnish electricity on a survey/rent inclusion basis in accordance
with such terms and conditions as shall be adopted by Landlord and advised in
writing to Tenant.

     

    6.1.2 Capacity; Additional
Electrical Power and Equipment.

     

    6.1.2.1 Capacity.  Landlord
shall make available to the Premises six (6) watts (demand load) of electrical
energy  per useable square foot of the Premises.  Tenant
covenants that (a) its use of electricity will not exceed (i) the amount
furnished to the Premises pursuant to the provisions of this Section 6.1.2.1, as
the same may be adjusted pursuant to the provisions of this Article 6 and (b) it
will not use any electrical equipment that, in Landlord's reasonable judgment,
is likely to overload such installations or interfere with the use thereof by
other tenants and occupants of the Building.

     

    6.1.2.2 Additional Electrical Power
and Equipment.

     

    (a) If Tenant
requests electricity in addition to that then being supplied by Landlord, and if
and to the extent such additional electricity is available for use by Tenant
without resulting in (i) material alterations in the Building or Building
systems (or if alterations are required but the provisions of clause (b) of this
Section 6.1.2.2
apply) or (ii) an allocation to Tenant of a disproportionate amount of available
electricity, and Tenant is not in default hereunder, then Landlord shall connect
such additional electricity to the Premises, and Tenant agrees to pay Landlord a
connection charge in the amount of $0.20 per watt per annum (payable monthly
during the balance of the Lease Term) for the additional watts of electricity so
supplied to the Premises, and the actual cost of installing any additional
equipment, installations or appurtenances necessary to provide such additional
power in the Premises or the Building, plus an administrative charge of five
percent (5%) of the amount thereof (payable within fifteen (15) days after
demand therefor).

     

    (b) If Tenant
shall request additional electricity for use in the Premises in excess of the
quantity being previously supplied to the Premises, the conditions of clause (a)
of this Section
6.1.2.2 have been met, and if, in Landlord's reasonable judgment, such
excess requirements cannot be furnished unless additional risers, conduits,
feeders, wiring, cables, transformers, switches, switchboards and/or related
equipment, installations or appurtenances are installed in the Premises or the
Building, Landlord, upon written request of Tenant, shall, if Tenant is not in
default hereunder, to the extent that such excess requirements may, in
Landlord's reasonable opinion, be practically and safely met without undue
interference with the use and occupancy of other tenants and occupants and
otherwise subject to the conditions of Section 6.1.4,
proceed (or at Landlord's option, permit an electrical contractor satisfactory
to Landlord to proceed) with reasonable diligence to install such additional
risers, conduits, feeders, wiring, cables, transformers, switches, switchboards
and/or related equipment, installations or appurtenances, provided the same and
the use thereof (i) shall not cause permanent damage to the Building or the
Premises, (ii) shall not create a dangerous condition or entail unreasonable
alterations or unreasonably interfere with or disturb other tenants or occupants
of the Building, (iii) shall not increase the premiums for any fire insurance on
the Building, (iv) shall be allowed by the utility company servicing the
Building and/or the Premises and (v) shall comply with applicable
laws.  Tenant shall pay all costs and expenses actually incurred by
Landlord in connection with such installation, plus a charge of five percent
(5%) of the amount thereof within fifteen (15) days after demand
therefor.

     

     

     

    
      
        
        

      

      
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    6.1.3 Consent
to Electrical Alterations.  Tenant shall not make any
alteration of, or addition to, the electrical  equipment or wiring in
the Premises, except in compliance with the provisions of Article
8.  If, in Landlord's reasonable judgment, any Tenant
installation overloads any risers, conduits, feeders, transformers, cables,
switches, meters, switchboards or other installations in the Building, including
any of the foregoing used by any utility company to supply electricity to the
Building, Landlord, at its option, may either require the discontinuance of use
of such installation, or, to the extent available, at Tenant's sole cost and
expense, provide and install in conformity with applicable laws and this Lease
additional risers, conduits, feeders, transformers, cables, switches, meters,
switchboards or installations that may be necessary; but no risers, conduits,
feeders, transformers, cables, switches, meters, switchboards or installations
may be installed without Tenant first submitting plans for Tenant's proposed
electrical alteration or addition and otherwise complying with Article
8.

     

    (a) Requirements
Applicable to Tenant.  Tenant shall at all times comply with
the rules, regulations, tariffs, terms and conditions applicable to service,
equipment and wiring and other requirements of the utility company supplying
electricity to the Building.

     

    (b) Failure
of Supply.  Landlord shall not be liable to Tenant for any
loss, damage or expense that Tenant may incur by reason of any failure or defect
in the supply or character of electricity furnished to the Premises for any
reason, except for any actual damages incurred by Tenant as a result of the
gross negligence or willful misconduct of Landlord, and then only after actual
notice thereof to Landlord and Landlord's failure to cure within a reasonable
time, not to exceed five (5) Business Days.  In no event shall
Landlord be liable to Tenant or any other Person for indirect, consequential or
punitive damages.

     

    (c) Replacement
Lighting.  If requested by Tenant, Landlord or its designee
shall furnish and install all replacement lighting, tubes, lamps, starters,
bulbs and ballasts required in the Premises, and Tenant shall pay to Landlord or
its designee upon demand the then established charges therefor as Additional
Rent.

     

    SECTION
6.2    Water.  Landlord
shall provide water to a point or points at or near the Premises for the core
lavatory, the core water cooler and customary pantry use only.  If
Tenant shall use water for other purposes, Tenant shall install a water meter to
measure Tenant's water consumption in the Premises for all purposes other than
the core lavatory, core water cooler and pantry usage.  Tenant shall
pay for the cost of the meter and the installation
thereof.  Throughout the Lease Term, Tenant shall keep the meter in
good working order and repair at Tenant's cost and expense.  Tenant
shall pay for water consumed as shown on the meter, at a rate of 115% of
Landlord's cost thereof, within ten (10) days after bills are rendered, and, on
default in making such payment, Landlord may pay such charges and collect the
same from Tenant as Additional Rent.  Tenant shall pay the sewer rent
or charge or any other tax, rent, levy or charge, based upon readings of the
meter, now or hereafter assessed, imposed or that may become a lien upon the
Premises or the Building pursuant to any laws or regulations relating to the
use, consumption, maintenance or supply of water, the water system or the sewage
connection or system.

     

     

     

    
      
        
        

      

      
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    (a) Failure
of Water Supply.  Landlord shall not be liable or responsible
to Tenant for any loss, damage or expense that Tenant may sustain or incur by
reason of any failure, inadequacy or defect in the character, quantity, quality
or supply of water furnished to the Premises or the Building except for actual
damage suffered by Tenant by reason of any such failure, inadequacy or defect
resulting from the gross negligence or willful misconduct of Landlord, and then
only after actual notice thereof to Landlord and Landlord's failure to cure
within a reasonable time.  In no event shall Landlord be liable to
Tenant or any other Person for indirect, consequential or punitive
damages.

     

    SECTION
6.3    Elevators and
Cleaning.

     

    6.3.1 Elevators.

     

    (a) Landlord
shall provide non-exclusive passenger elevator service during Business Hours and
non-exclusive freight elevator service on Business Days from 9:00 a.m. to noon
and from 1:00 p.m. to 4:00 p.m. and have at least one passenger elevator capable
of servicing the Premises subject to call at all other times.

     

    (b) During
all times other than Business Hours, upon reasonable advance notice from Tenant
and subject to maintenance and security concerns and requests of other Building
tenants or occupants received prior to Tenant's request, Tenant shall be
entitled to reserve a freight elevator with an operator for the exclusive use of
Tenant for a reasonable period of time, but not for more than eight (8) hours in
any twenty-four (24) hour period (other than during Tenant's move into, and move
out of, the Premises).  Tenant shall pay Landlord as Additional Rent
the reasonable charges that Landlord may from time to time establish for such
reserved exclusive use of the freight elevator at times other than Business
Hours.  As of the Lease Date, Landlord's charge for freight elevator
usage at times other than Business Hours is $276.00 per hour (including security
guard), with a four (4) hour minimum on Non-Business
Days.  Notwithstanding the foregoing, Tenant shall be entitled to
twenty (20) hours of freight elevator usage at times other than Business Hours
without charge for its move-in to the Premises.

     

    6.3.2 Cleaning and
Extermination.

     

    (a) Landlord
shall provide office and exterior window cleaning services, provided the Premises
are kept in order by Tenant, and remove Tenant's ordinary office refuse and
rubbish to a designated area for carting, substantially as set forth in the
Cleaning Specifications attached hereto as Exhibit
"B".  Landlord shall not be required to provide janitorial
service for portions of the Premises used for storage, food service or
consumption, vending, pantry or private lavatory use.

     

    (b) Landlord,
its cleaning contractor and their employees shall have access to the Premises on
Business Days after 5:00 p.m. and before 8:00 a.m. and at other times on days
other than Business Days and shall have the right to use, without charge
therefor, all light, electricity and water in the Premises reasonably required
to clean the Premises.

     

     

     

    
      
        
        

      

      
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    (c) If Tenant
shall require any janitorial services that are not covered by the Cleaning
Specifications set forth in Exhibit "B", Landlord
shall use its reasonable efforts to cause its cleaning contractor to provide
directly to Tenant such additional services (the "Additional Services") as
Tenant may request.  If such cleaning contractor shall be unwilling to
deal with and/or bill Tenant directly, Landlord shall arrange for the Additional
Services (or so much thereof as the contractor is willing to provide) on
Tenant's behalf and Tenant shall pay to Landlord the charge
therefor.  Bills therefor shall be rendered at such times as Landlord
may elect, and such amounts shall be deemed Additional Rent payable within five
(5) days after such bill is rendered.

     

    (d) Tenant
shall, at its own cost and expense, have the Premises exterminated from time to
time as needed.  However, notwithstanding the foregoing, if Landlord
in its reasonable judgment determines at any time that extermination of the
Premises is required, Landlord may arrange to have the Premises exterminated and
may then charge Tenant for the reasonable cost thereof.  Tenant shall
pay any invoices for extermination services within ten (10) days after the
rendering thereof or, if Landlord shall include such cost in its monthly Rent
statements, such cost shall be paid together with the monthly Rent for the
applicable month.

     

    SECTION
6.4    Heating
and Air Conditioning.  Subject to Section 6.5, Landlord
shall furnish heat, ventilation and air conditioning ("HVAC")
to the Premises for the reasonably comfortable occupancy of the Premises (a)
during Business Hours and on Saturdays from 8:00 a.m. to 1:00 p.m. without
charge and (b) at other times upon Tenant's request, subject to the terms and at
then established rates and charges as set forth in Exhibit "C" attached
hereto.   The HVAC system referred to in this Section 6.4 shall be
capable of providing interior conditions of 72oF dry bulb when outside
conditions are 0oF dry bulb and inside conditions of 78oF dry bulb and 50%
relative humidity when outside conditions are 95oF dry bulb and 75oF wet bulb
and shall be capable of providing fresh air in quantities not less than 0.15
cubic feet per minute per net usable square foot for space in the
Premises.  Landlord represents to Tenant that the foregoing Building
HVAC specifications are the same as the Building HVAC specifications set forth
in the Lease, dated May 20, 1997, between Landlord and Credit Suisse First
Boston (n/k/a Credit Suisse).  The foregoing design conditions shall
be based upon an electrical load not to exceed three (3) watts (demand load)
average per square foot of net usable area of the Premises for all purposes,
including lighting and power.  Tenant shall utilize the supplemental
air conditioning units that presently exist in the Premises which have a three
(3) ton capacity in the aggregate.  Landlord agrees, at Tenant’s
request made within a period of eighteen (18) months after the Term Commencement
Date, to make available to the Premises up to an additional ten (10) tons of
condenser water for Tenant’s supplementary air conditioning.  In
addition to the foregoing, Landlord agrees, at Tenant's request, to make
available to the Premises a reasonable quantity of additional condenser water
for Tenant's supplementary air conditioning, provided, that, at
the time of Tenant's request therefor, Landlord has uncommitted condenser water
in the quantity requested by Tenant.  The cost of condenser water
furnished to the Premises shall be at the standard rates established from time
to time by Landlord for such service and shall be paid by Tenant to Landlord on
a monthly basis.  As of the Lease Date, the rate being charged by
Landlord for condenser water is $1,100.00 per ton per year.  Tenant
shall, throughout the Lease Term, utilize the aforesaid three (3) tons of
supplemental air conditioning presently available in the Premises and shall pay
for condenser water therefor in accordance with this Section
6.4.  There shall be no hook-up fee applicable to the condenser
water for the existing supplemental air conditioning units.

     

     

     

    
      
        
        

      

      
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    SECTION
6.5    Cooperation.  Tenant
shall fully cooperate with Landlord and abide by the Rules and Regulations that
Landlord may prescribe for the proper functioning and protection of the heating,
ventilating and air conditioning system and all HVAC-related energy conservation
requirements.  Without limiting the generality of the preceding
sentence, Tenant shall cause all blinds on windows in the Premises located on
the south side of the Building to be lowered when necessary because of the sun's
location whenever the air conditioning system is in operation.  To the
extent that Tenant's interior partitioning or proposed layout of the Premises
results in any inadequacies (pursuant to applicable laws or otherwise) of the
heating, ventilation, air-conditioning, or other systems or services to be
provided by Landlord under this Lease, at Landlord's option, either (a) Tenant
will revise such partitioning or layout to eliminate such inadequacies, subject
to the provisions of Article 8, or (b) to
the extent feasible and consistent with Building systems and operation, Landlord
shall modify the portions of such items or services, at Tenant's cost and
expense.

     

    SECTION
6.6    Service
Interruption.  Notwithstanding anything herein to the contrary,
Landlord reserves the right to interrupt, curtail, stop or suspend service or
operation of the heating, air conditioning, elevator, plumbing, mechanical and
electrical systems when Landlord is required to do so by law, whether to adhere
to a recognized energy, water or other resource conservation program or
guidelines, laws or recommendations promulgated by any Federal, state, municipal
or other governmental or quasi-governmental agency, bureau, board, commission,
department, office or other sub-division thereof, or the American Society of
Heating, Refrigeration and Air Conditioning Engineers (or its successor) or
otherwise.  Landlord shall apply the restrictions of such program,
guideline, law, or recommendation to Tenant on a non-discriminatory
basis.  Notwithstanding anything to the contrary contained in this
Lease, Landlord also reserves the right to interrupt, curtail, stop or suspend
service or operation of the heating, air conditioning, elevator, plumbing,
mechanical and electrical systems, when necessary, by reason of accident, or
emergency, or for repairs, alterations, replacements or improvements desirable
or necessary in the judgment of Landlord to be made, until such repairs,
alterations, replacements or improvements shall have been
completed.  Landlord shall have no responsibility or liability for
failure to supply heat, air conditioning, elevator, plumbing or electric service
during such period referred to in this Section
6.5.  Any such repairs, alterations, replacements or
improvements shall, to the extent possible but without the incurrence of
overtime or premium pay labor, be made with a minimum amount of inconvenience to
Tenant, and Landlord shall diligently prosecute same to
completion.  Notwithstanding the foregoing, if any failure to supply
heat, air conditioning, plumbing or electric service to the Premises is caused
solely by the gross negligence or willful misconduct of Landlord and results in
Tenant not being able to use the Premises for a period in excess of seven (7)
consecutive Business Days (and Tenant in fact does not use the Premises during
such period), then Tenant shall be entitled to an abatement of Base Rent from
the eighth (8th) consecutive Business Day after the date of such failure until
the date that the failure has been cured to the extent that Tenant is able to
resume its use of the Premises.

     

    SECTION
6.7    Life
Safety.  Landlord shall provide a Class E fire alarm system for
the Building, into which smoke detectors and fire alarms from the Premises may
be tied; provided, that such
detectors and alarms and the manner in which the same are tied comply with all
requirements of Landlord with respect thereto.  Any such tie-in must
be performed at Tenant's expense by a contractor designated by Landlord or its
agent.  Landlord shall cause the designated contractor to charge rates
that are reasonably competitive.  Landlord shall make available three
(3) tie in points for the Premises (which may not necessarily be on Tenant's
floor).  All modifications to the Building's Class E system which are
required in order to accept Tenant's tie-ins shall be made at Tenant's
cost.

     

     

    
      
        
        

      

      
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    SECTION
6.8    Additional
Tenant Use.  Landlord may hereafter impose and from time to
time increase charges (which shall be reasonably comparable by those imposed by
other Class A midtown Manhattan office buildings) and establish reasonable Rules
and Regulations for:  (a) the use by Tenant of the heating, air
conditioning or ventilation systems or the freight elevators at any time other
than during Business Hours; (b) the use by Tenant of water other than as
Landlord has undertaken to provide in this Article 6; and (c)
the use of any additional or unusual janitorial or cleaning services required
because of any Improvements in the Premises, the carelessness of Tenant, the
nature of Tenant's business, or for the removal of any refuse and rubbish from
the Premises, other than discarded material placed in wastepaper baskets and
left for emptying as an incident to Landlord's normal cleaning of the
Premises.

     

    SECTION
6.9    Skylobby
Service.

     

    (a) Landlord
may, at its discretion, maintain Skylobby Coverage for the benefit of tenants of
the Skylobby.  The Skylobby Coverage shall be maintained at standards
comparable to the standards of other first class midtown Manhattan office
buildings which have comparable skylobbies.  In such event, Landlord
shall have the right, in its sole discretion from time to time in the future, to
change the hours of Skylobby Coverage and/or to change the manner in which
Skylobby Coverage is provided.  The obligation of Tenant to pay
Skylobby Payments hereunder shall continue notwithstanding any such a change in
Skylobby Coverage.  Landlord shall have the right, in its sole
discretion from time to time in the future, to terminate and/or to reinstitute
Skylobby Coverage; provided, however, that, during
any times that Landlord is not providing Skylobby Coverage, Landlord shall
install signage in the Skylobby and take any other measures which it reasonably
deems necessary to direct visitors to the upper bank of Building
elevators.  It is understood that Tenant shall not be required to make
Skylobby Payments for periods during which Skylobby Coverage is not
provided.

     

    (b) Tenant
shall be responsible for paying its Skylobby Share of all Skylobby Costs for
Skylobby Coverage.  As used in this Section 6.08, (i)
"Skylobby" shall mean
the lobby on the 24th floor of the Building which serves the tower portion of
the Building (i.e., the 24th floor to the 45th floor), (ii) "Skylobby Costs" shall mean all
of the personnel costs, including salary, fringe benefits and other related
costs, incurred by Landlord in maintaining two (2) attendants at the reception
desk in the Skylobby on Business Days from 7:00 a.m. to 7:00 p.m. for purposes
of Skylobby Coverage and the costs incurred by Landlord in maintaining the
reception desk and console and all equipment used in connection with the
Skylobby, (iii) "Skylobby
Share" shall mean 5.333% (i.e., the Rentable Area of the Premises divided
by the Rentable Area of the tower portion of the Building (which shall be deemed
to be 300,000 rentable square feet)), and (iv) "Skylobby Coverage" shall mean
maintenance of a reception desk within the Skylobby.

     

     

     

    
      
        
        

      

      
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    (c) Tenant
shall pay its Skylobby Share of the Skylobby Costs (the "Skylobby Payment") to Landlord
on a monthly basis together with the Base Rent.  Landlord shall
invoice Tenant for the Skylobby Payment on an estimated basis and the estimated
amount so paid shall be reconciled by Landlord against the actual Skylobby Costs
on an annual basis.  If there is a deficiency in the estimated amount
paid, Tenant shall pay such amount to Landlord within fifteen (15) days of being
billed therefor.  If there is an overpayment in the estimated amount
paid, Landlord shall grant Tenant a credit against the next installment of Base
Rent due under this Lease, except that, if there are no further installments of
Base Rent due under this Lease, Landlord shall pay the amount of the overpayment
to Tenant within fifteen (15) days.  In the event of any partial
month, the Skylobby Payment shall be determined on a pro rata
basis.  The Skylobby Payment shall be deemed to be Additional Rent for
purposes of this Lease, and Landlord shall have the same remedies for failure to
pay Skylobby Payments as it has for other Additional Rent.

     

    SECTION
6.10    Emergency
Power.  Landlord confirms that it presently has available to
commit to Tenant twenty (20) KW of emergency power (the "Available Emergency Power")
from the Building's emergency power system.  If Tenant advises
Landlord that it desires to be connected to the Building's emergency power
system and to take the Available Emergency Power, then the parties shall
endeavor to negotiate a mutually satisfactory amendment to this Lease with
respect thereto; provided, however, that, if
such amendment has not been signed by both parties on or before the two (2)
month anniversary of the Term Commencement Date, then neither party shall have
any further obligation under this Section 6.10 and
Landlord shall be free to commit the Available Emergency Power to another tenant
of the Building.

     

    ARTICLE
7


     

    INSURANCE

     

    SECTION
7.1    Use of
Premises.  Tenant shall not do or permit anything to be done in
or about the Premises that is likely to: (a) subject Landlord to any liability
or responsibility for personal injury or death or property damage; (b) result in
insurance companies of good standing refusing to insure the Premises or the
Building in amounts satisfactory to Landlord; (c) result in the cancellation of
any policy covering or relating to the Premises or the Building; or (d) result
in the assertion of any defense by the insurer in whole or in part to claims
under any of such policies.

     

    SECTION
7.2    Property
Insurance.  Tenant shall maintain, at Tenant's expense, at all
times during the Lease Term, All-Risk property insurance covering all physical
loss to the Improvements and Tenant's Property in the Premises for their full
replacement value.

     

    SECTION
7.3    Liability
Insurance.  Tenant shall maintain, at Tenant's expense, at all
times during the Lease Term, comprehensive general liability insurance, written
on a per occurrence basis with blanket contractual liability coverage, broad
form property damage and such other coverage as Landlord may reasonably require
with respect to the Premises, its use and occupancy and the conduct or operation
of its business therein, with combined single-limit coverage of not less than
Five Million Dollars ($5,000,000).  Landlord may, from time to time,
increase the policy amount to be maintained by Tenant under this Section 7.3 as
Landlord deems reasonably necessary in order to maintain adequate liability
coverage.

     

     

     

    
      
        
        

      

      
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    SECTION
7.4    Other
Insurance.  Tenant shall maintain, at Tenant's expense, at all
times during the Lease Term:  (a) workers' compensation insurance at
statutory limits, employer's liability coverage in an amount not less than Five
Hundred Thousand Dollars ($500,000) and New York State Disability insurance as
required by law, covering all employees; and (b) such other insurance that
Landlord shall reasonably require, provided that, in the reasonable opinion of
Landlord, such insurance is then being required by other landlords of
first-class midtown Manhattan office buildings.

     

    SECTION
7.5    Waiver of
Subrogation.

     

    7.5.1 Waiver of
Subrogation - Landlord.  Landlord shall endeavor to secure an
appropriate clause in, or an endorsement upon, each property or casualty
insurance policy insuring the Building pursuant to which the insurance company
waives subrogation against Tenant, its agents and employees ("Tenant Waiver Parties" and
individually a "Tenant Waiver
Party") or permits the insured, prior to any loss, to agree with a third
party to waive any claim it might have against said Tenant Waiver Parties
without invalidating the coverage under the insurance policy.  If such
a clause or endorsement is obtainable only upon payment of an additional
premium, Landlord shall obtain such clause or endorsement and pay such
additional premium and the same shall be included in Operating
Expenses.

     

    7.5.2 Waiver of
Subrogation - Tenant.  Tenant shall endeavor to secure an
appropriate clause in, or an endorsement upon, each property or casualty
insurance policy insuring the Improvements or Tenant's Property pursuant to
which the insurance company waives subrogation against Landlord, any Senior
Interest Holder, the managing agent of the Building and its or their employees
and agents ("Landlord Waiver
Parties" and, individually, a "Landlord Waiver Party") or
permits the insured, prior to any loss, to waive any claim it may have against
said Landlord Waiver Parties without invalidating the coverage under the
insurance policy.  If such a clause or endorsement is obtainable only
upon payment of an additional premium, Tenant shall obtain such clause or
endorsement and pay such additional premium.

     

    7.5.3 Landlord's
Waiver.  Landlord hereby waives, for itself and those claiming
through or under it, any right of recovery against any Tenant Waiver Party for
any loss occasioned by fire or other insured casualty, whether or not arising
from the negligence of such Tenant Waiver Party, (a) covered by an insurance
policy maintained by or for Landlord which includes a clause or endorsement of
the type described in Section 7.5.1 or (b)
coverable under a standard All-Risk insurance policy, but as to which Landlord
is a self-insurer; provided, however, that if, in
any instance such clause or endorsement shall not extend to all Tenant Waiver
Parties, the waiver set forth above shall extend only to the Tenant Waiver
Parties to whom such clause or endorsement extends.

     

    7.5.4 Tenant's
Waiver.  Tenant hereby waives, for itself and those claiming
through or under it, any right of recovery against any Landlord Waiver Party,
for any loss occasioned by fire or other insured casualty, whether or not
arising from the negligence of such Landlord Waiver Party, (a) covered by an
insurance policy maintained by or for Tenant which includes a clause or
endorsement of the type described in Section 7.5.2 or (b)
coverable under a standard All-Risk insurance policy, but as to which Tenant is
a self-insurer; provided, however, that if, in
any instance such clause or endorsement shall not extend to all Landlord Waiver
Parties, the waiver set forth above shall extend only to the Landlord Waiver
Parties to whom such clause or endorsement extends.

     

     

     

    
      
        
        

      

      
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    7.5.5 Limitation
on Waiver.  Except to the extent expressly provided in this
Section 7.5,
nothing contained in this Lease shall relieve either party of any liability to
the other or to its insurance carriers that such party may have under law or the
terms of this Lease in connection with any damage to the Building by fire or
other casualty.

     

    SECTION
7.6    Policy
Requirements.  Landlord and its agents and employees, any
managing agent employed by Landlord in the management of the Building, and any
Senior Interest Holder whose name and address shall have been furnished to
Tenant, shall be designated as additional insureds or loss payees, as
appropriate, on any insurance policy required by Section
7.3.  Tenant shall deliver to Landlord fully paid-for policies
or certificates of insurance for the insurance coverage required by this Article 7, in form
and providing for deductibles reasonably satisfactory to Landlord, issued by the
insurance company or its authorized agent, prior to the Term Commencement
Date.  Tenant shall procure and pay for renewals of such insurance
from time to time before the expiration thereof, and Tenant shall deliver to
Landlord such renewal policy or certificate of renewal at least thirty (30) days
before the expiration of any existing policy.  All policies shall be
issued by companies of recognized responsibility, licensed to do business in the
State of New York, reasonably acceptable to Landlord, and maintaining a rating
of A-/XI or better in Best's Insurance Reports-Property-Casualty (or an
equivalent rating in any successor index adopted by Best's or its
successor).  All policies shall provide that they may not be canceled
or modified unless Landlord and all additional insureds and loss payees are
given at least thirty (30) days prior written notice of such cancellation or
modification.  If Tenant fails to procure or maintain any insurance
required by this Lease and to pay all premiums and charges therefor, Landlord
may (but shall not be obligated to) obtain and pay for the same, and Tenant
shall reimburse Landlord, within five (5) days after demand, for all such sums
paid by Landlord.  The proceeds of policies providing "All-Risk"
property insurance on the Improvements shall be payable to Landlord, each Senior
Interest Holder and Tenant, as their interests may appear.  Tenant may
carry any insurance coverage required of it hereunder pursuant to blanket
policies of insurance so long as the coverage allocated to Landlord and the
other additional insureds or loss payees, as the case may be, thereunder shall
not be less than the coverage that would be provided by direct
policies.

     

    SECTION
7.7    Premium
Increase.  If by reason of (a) any default by Tenant under this
Lease, (b) any Improvement installed, or Tenant Property used, in the Premises
or (c) Tenant’s use of the Premises, the premiums for any insurance on the
Building (including rent insurance) are higher than they otherwise would be,
Tenant shall reimburse Landlord, within fifteen (15) days after demand, as
Additional Rent, for that part of the premiums attributable to such default,
such Improvements, such Tenant Property or such use.  A schedule or
statement of rates for the Building issued by the insurance companies insuring
the Building, or by a fire insurance rating organization such as the New York
Fire Insurance Exchange or other similar body making rates for insurance for the
Building, shall be conclusive evidence of the facts therein stated and of the
several items and charges in the insurance rate then applicable to the
Building.

     

     

     

    
      
        
        

      

      
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    If any
such insurance shall be cancelled by the insurance carrier due to the occupancy
or use of the Premises by Tenant for other than office use or Tenant's failure
to occupy the Premises or abandonment thereof, then, in addition to any other
rights or remedies that Landlord may have under this Lease, Tenant shall
indemnify, defend and hold Landlord harmless against any loss that would have
been covered by such insurance.

     

    ARTICLE
8


     

    ALTERATIONS

     

    SECTION
8.1    Conditions.  With
prior approval of Landlord, which approval shall not be unreasonably withheld,
delayed or conditioned, Tenant may from time to time, so long as Tenant is not
in default hereunder, at its expense, make such Alterations in and to the
Premises as Tenant may desire, provided that such Alterations:  (a) do
not affect the appearance of the Building; (b) do not affect the certificate of
occupancy for the Building; (c) are non-structural and do not impair the
strength or structural integrity of the Building; and (d) do not affect the
proper functioning of the mechanical, electrical, sanitary and other service
systems or facilities of the Building or increase the usage of such systems or
facilities by Tenant, except to a de minimis
extent.  Notwithstanding the foregoing, the approval of Landlord shall
not be required for Alterations that are purely decorative in nature, i.e., they
consist entirely of painting, papering and carpeting, but Tenant shall notify
Landlord of its intention to perform a purely decorative Alteration at least ten
(10) days prior to the commencement thereof.  Landlord agrees to (i)
the installation of additional supplemental air conditioning by Tenant in the
Premises, (ii) the installation of additional lighting in the restrooms in the
Premises and (iii) the installation of data and telecommunications equipment by
Tenant in the Premises, subject to its approval of the plans and specifications
for each such installation in accordance with the succeeding provisions of this
Article
8.

     

    SECTION
8.2    Approval
of Plans and Specifications.  Before proceeding with any
Alteration, Tenant shall submit for approval a reasonable number of copies of
the Plans and Specifications for such Alteration to Landlord.  The
term "Plans and
Specifications" with respect to any Alteration shall mean architectural,
mechanical and engineering plans and specifications prepared and sealed by an
architect or professional engineer licensed to practice as such in the State of
New York and reasonably satisfactory to Landlord ("Tenant's Architect") (a)
sufficient to secure all required governmental approvals and permits, (b)
sufficient for a contractor to perform the work covered thereby and shown
thereon and (c) sufficient to determine (i) if the materials to be used by
Tenant are acceptable to Landlord, (ii) if the Alteration is likely to comply
with all applicable laws and (iii) the effect of the Alteration on the
structural components, service systems and facilities of the
Building.

     

    Within
ten (10) Business Days after its receipt of the Plans and Specifications for any
Alteration proposed by Tenant, Landlord shall advise Tenant of its approval
thereof or provide Tenant with its required revisions thereto.  Any
revisions to the Plans and Specifications for an Alteration proposed by Tenant
shall be reviewed by Landlord within five (5) Business Days of its receipt
thereof in each case.  Except in the case of Tenant's Work, if
Landlord fails to respond to Tenant regarding its Plans and Specifications or
any revisions thereto within the indicated time periods, Tenant may send a
reminder notice (a "Reminder
Notice") to Landlord and if Landlord continues to fail to respond for
more than three (3) Business Days after its receipt of the Reminder Notice,
Tenant’s proposed Plans and Specifications shall be deemed to have been approved
by Landlord.

     

     

     

    
      
        
        

      

      
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    Any
revisions to the Plans and Specifications which have been approved by Landlord
(the "Final Plans")
which are made prior to or after commencement of any Alteration shall be subject
to review and approval or disapproval by Landlord in accordance with the
requirements of the preceding paragraphs of this Section
8.2.

     

    The
review and approval by Landlord, its agents, consultants and/or contractors of
any Alteration or of Plans and Specifications are solely for the benefit of
Landlord, and neither Landlord nor any of its agents, consultants or contractors
shall have any duty toward Tenant, nor shall Landlord or any of its agents,
consultants and/or contractors be deemed to have made any representation or
warranty to Tenant, or have any liability, with respect to the safety, adequacy,
correctness, efficiency or compliance with laws of the Plans and Specifications,
the Alteration, or any other matter relating thereto.

     

    SECTION
8.3    Approval
of Contractors.  Prior to commencing any Alteration, Tenant
shall submit to Landlord for its approval a list of the contractors and
subcontractors (categorized by trade) which Tenant proposes to use or from which
Tenant proposes to solicit bids in connection therewith, together with any
information reasonably requested by Landlord with respect to the proposed
contractors or subcontractors.  Landlord shall not unreasonably
withhold, delay or condition its approval for any contractor or
subcontractor.  If Landlord shall reasonably reject any of such
contractors or subcontractors, Landlord may propose an alternate contractor or
subcontractor to perform the work to have been performed by the rejected
contractor or subcontractor.  Tenant may engage any such alternate
contractor or subcontractor.  If prior to or after commencement of
work there shall be any change in the contractors or subcontractors, Tenant
shall submit a new or supplemental list and the foregoing provisions of this
Section 8.3
shall be applicable thereto.  Landlord shall respond to any request
made by Tenant for approval of contractors and or subcontractors within five (5)
Business Days after receipt of the request and all additional information
reasonably requested by Landlord.  If Landlord shall fail to respond
with such period, Tenant may send Landlord a Reminder Notice and the terms and
conditions specified in Section 8.2 shall be
applicable mutatis mutandis
thereto.  Landlord hereby agrees to Tri-Star Construction as the
general contractor for Tenant's Work, subject to compliance by Tri-Star
Construction with the requirements of this Article
8.

     

    SECTION
8.4    Other
Items to be Submitted Prior to Commencement.  Tenant shall not
commence any Alteration until Landlord has approved the Plans and Specifications
therefor in accordance with Section 8.2 and until
Landlord has approved each contractor and subcontractor which is to perform such
Alteration.  In addition, Tenant shall not commence any such
Alteration until Tenant has submitted to Landlord (a) copies of all governmental
approvals and permits required for the commencement and prosecution thereof and
(b) certificates of insurance coverage evidencing that all insurance required by
Section 8.6.5
has been obtained.

     

     

     

    
      
        
        

      

      
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    Except in
the case of the Tenant's Work to prepare the Premises for Tenant's initial
occupancy, before proceeding with any Alteration that will cost more than
$160,000 (exclusive of the costs of items constituting Tenant's Property), as
estimated by a reputable contractor designated by Landlord, Tenant shall obtain
and deliver to Landlord either: (i) a performance bond and a labor and materials
payment bond for the benefit of Landlord, issued by a corporate surety licensed
to do business in the State of New York, in an amount equal to one hundred
twenty-five percent (125%) of the estimated cost of the Alteration and in form
satisfactory to Landlord; (ii) a letter of credit naming Landlord as beneficiary
in the amount of one hundred twenty-five percent (125%) of the estimated cost of
the Alteration issued by a bank which is a member of the New York Clearinghouse
Association and in form satisfactory to Landlord; or (iii) such other security
as shall be reasonably approved in writing by Landlord (the "Alteration
Security").  Notwithstanding the foregoing, if, at the time an
Alteration is proposed by Tenant, Tenant has a net worth computed in accordance
with generally accepted accounting principles of at least Twenty Million Dollars
($20,000,000.00) and evidence of such net worth reasonably satisfactory to
Landlord is submitted to Landlord, then Tenant's obligation to provide
Alteration Security shall be limited to the excess of the estimated cost of the
Alteration, as estimated by a reputable contractor designated by Landlord, over
the amount of the Security Deposit then being maintained by Tenant pursuant to
Article
25.

     

    Notwithstanding
anything to the contrary contained in the Lease, at least twenty (20) days prior
to the commencement of Tenant's Work or any subsequent Improvements to the
Premises, Tenant shall provide to Landlord such forms as Landlord may reasonably
request in connection with an application for benefits for the Building pursuant
to the ICIP Program of the City of New York ("ICIP").  Further,
from time to time during the performance of Tenant's Work or any such subsequent
Improvements to the Premises, and after completion thereof, Tenant shall
promptly provide to Landlord such forms as Landlord may require in connection
with an application for benefits for the Building pursuant to ICIP.

     

    SECTION
8.5    Governmental
Approvals and Permits.  Tenant, at Tenant's sole cost and
expense, shall prepare and file with the appropriate governmental authorities
all applications and other documents, including Plans and Specifications,
required for the lawful performance and completion of any Alteration, and shall
secure and maintain all necessary permits and approvals, including all required
final approvals following completion of such Alteration.  Tenant shall
deliver copies of all such permits and approvals to Landlord promptly upon
obtaining the same.

     

    SECTION
8.6    General Conditions for
Alterations.

     

    8.6.1 Shop
Drawings.  Within thirty (30) days after completion of any
Alteration, Tenant shall submit to Landlord, for its information but not
approval, copies of accurate shop drawings prepared in scale reflecting all
aspects of such Alteration.

     

    8.6.2 "As-Built"
Plans.  Within thirty (30) days after completion of any
Alteration, Tenant shall deliver to Landlord "as-built" plans for such
Alteration prepared on an AutoCAD Computer Assisted Drafting and Design System
(or such other medium as Landlord may reasonably request), using naming
conventions issued by the American Institute of Architects in June, 1990 (or
such other naming conventions as Landlord may reasonably request) and/or
prepared in such other format as Landlord shall reasonably
designate.

     

     

     

     

    
      
        
        

      

      
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    8.6.3 Performance.  Tenant
shall perform all work substantially in accordance with the Plans and
Specifications (as the same may have been revised in accordance with this Article 8) and in
accordance with applicable law.  The work shall be diligently
performed in a good and workmanlike manner, using new materials and equipment
that are not subject to any security interests or liens.  The work
shall be performed in a manner so as not to interfere with, or cause
interruption of, the operation and maintenance of the Building, interference
with the use and occupancy of the Building by other tenants and occupants and in
a manner that does not interfere with, delay or impose additional expense on
Landlord in the construction, maintenance, cleaning, repair, safety, management,
security or operation of the Building.

     

    8.6.4 Landlord's
Contractors for Certain Work.  Notwithstanding anything to the
contrary in this Lease, (a) connections to, and disconnections from, the
Building's fire safety system and connections to, and disconnections from, the
Building's systems shall be performed only by contractors designated by
Landlord, who shall, prior to making any such connections, inspect and test the
system in question at Tenant's expense and (b) any work on the sprinkler system
shall be performed at Tenant's expense only by contractors designated by
Landlord.  The charges of contractors designated by Landlord pursuant
to this Section
8.6.4 shall be reasonably competitive with the charges of contractors
performing similar work in comparable Class A midtown Manhattan office
buildings.

     

    8.6.5 Insurance.

     

    8.6.5.1 Generally.  Throughout
the performance of work on any Alteration, Tenant shall carry, or cause to be
carried, with insurers of recognized responsibility, licensed to do business in
the State of New York, reasonably acceptable to Landlord, and maintaining a
rating of A-/XI or better in Best's Insurance Reports-Property-Casualty (or an
equivalent rating in any successor index adopted by Best's or its successor),
the insurance specified in Section 8.6.5.2 and
any other insurance that Landlord may reasonably require.  Landlord
and the persons specified in Section 7.6 shall be
designated as additional insureds on the insurance policies.  Tenant
shall furnish Landlord with evidence satisfactory to Landlord that such
insurance is in effect before the commencement of work on any Alteration, and,
on request of Landlord during construction, Tenant shall provide evidence
satisfactory to Landlord that the insurance remains in effect.

     

    8.6.5.2 Required
Insurance.  Throughout the performance of work on any
Alteration, Tenant shall carry, or cause to be carried, the following
insurance:  (a) workers' compensation insurance in statutory limits
and employer's liability coverage in an amount not less than Five Hundred
Thousand Dollars ($500,000) covering all persons employed in connection with
such work; (b) All-Risk builder's risk property insurance, with vandalism and
malicious mischief endorsements, completed value form, covering all physical
loss (including any loss of or damage to supplies, machinery and equipment) in
connection with the performance of work on such Alteration; (c) broad-form
commercial liability insurance, with a completed operations endorsement and a
contractual liability endorsement, covering any occurrence in or about the
Premises or the Building in connection with such Alteration, with limits of not
less than Five Million Dollars ($5,000,000) for injury or death arising out of
any one occurrence and Two Million Dollars ($2,000,000) for damage to property
in respect of any one occurrence; and (d) comprehensive automobile liability
insurance covering the use of all owned, non-owned and hired vehicles with a
bodily injury and property damage liability limit of not less than One Million
Dollars ($1,000,000).  Landlord may, from time to time, adjust the
minimum limits set forth above.

     

     

     

    
      
        
        

      

      
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    8.6.5.3 Contractor's
Indemnity.  Tenant shall require all contractors engaged by
Tenant and all subcontractors engaged by any such contractor (except for
contractors and subcontractor whose charges are not reasonably anticipated to
exceed $20,000) to deliver to Landlord an instrument providing as follows prior
to commencing work on any Alteration:

     

    "The
undersigned hereby agrees to the fullest extent permitted by law to assume the
entire responsibility and liability for the defense of, and to pay and indemnify
and hold harmless Landlord, Tenant, and any Senior Interest Holder (the "indemnitees") from and
against, any loss, cost, expense, liability or damage (including, without
limitation, judgments, attorneys' fees, court costs and the cost of appellate
proceedings) that any indemnitee may incur because of injury to, or death of,
any Person or on account of any damage to property, including loss of use
thereof, or any other claim to the extent arising out of, in connection with, or
as a consequence of, the performance of the work by the undersigned or any acts
or omissions of the undersigned or any of its officers, directors, employees,
agents, subcontractors, or any one directly or indirectly employed by the
undersigned or any one for whose acts the undersigned may become
liable."

     

    8.6.6 Inspection.  Landlord
or its agents shall have the right to inspect any Alteration at any and all
reasonable times, and may reject work that, in their respective reasonable
opinions, does not (a) strictly conform with applicable laws or with the Final
Plans as to any matter that might affect the exterior appearance of the Building
or the structural components or service systems and facilities of the Building
or (b) conform in any material respect with the Final Plans.  If any
portion of the Tenant Improvements is so rejected, Landlord shall have the right
to withhold any or all of the Allowance as shall be equal to the cost of
correcting such rejected work.

     

    SECTION
8.7    Violations and
Liens.

     

    8.7.1 Discharge  of Liens
and Violations.  Tenant, at its expense, and with diligence and
dispatch, shall procure the cancellation or discharge of all notices of
violation arising from or otherwise connected with any Alteration, or any other
work, labor, services or materials done for or supplied to Tenant, or any person
claiming through or under Tenant, which shall be issued by the Department of
Buildings of The City of New York or any other public
authority.  Tenant shall defend, indemnify and hold Landlord harmless
from and against any and all mechanics liens and other liens and encumbrances or
claims of liens or encumbrances filed in connection with any Alteration, or any
other work, labor, services or materials done for or supplied to Tenant, or any
person claiming through or under Tenant; and against all costs, expenses and
liabilities incurred in connection with any such lien or encumbrance, or claim
of lien or encumbrance.  Subject to Tenant's right to contest as set
forth in Section
8.7.2, Tenant, at its expense, shall satisfy or discharge of record each
lien or encumbrance within twenty (20) days after it is notified
thereof.  If Tenant does not so timely satisfy or discharge any such
lien or encumbrance, Landlord may (but shall not be obligated to) satisfy or
discharge the same.  Tenant shall reimburse Landlord within ten (10)
days after demand for the costs and expenses incurred by Landlord in satisfying
or discharging such lien or encumbrance pursuant to the foregoing, without
regard for any defense or offset that Tenant may have had against the
claimant.

     

     

     

     

    
      
        
        

      

      
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    8.7.2 Tenant's
Right to Contest Liens.  Notwithstanding anything to the
contrary contained in this Section 8.7, provided
Tenant is not in default hereunder, Tenant shall have the right to contest in
good faith and with diligence the correctness or the validity of any lien,
encumbrance or claim therefor if Tenant procures a lien release bond issued by a
corporation authorized to issue surety bonds in the State of New York in an
amount equal to one hundred twenty-five percent (125%) of the amount of the lien
or encumbrance or claim therefor.  The bond shall meet the
requirements of New York law and shall provide for payment of any sum that the
claimant may recover on the claim, together with costs of prosecuting such a
claim if the claimant prevails in the action.

     

    SECTION
8.8    Reimbursement
of Costs and Expenses.  Tenant shall pay to Landlord, within
fifteen (15) days after demand, the costs and expenses incurred by Landlord in
reviewing Tenant's Plans and Specifications and inspecting work being performed
on any Alteration to determine whether it is being performed in accordance with
the Plans and Specifications and in compliance with law and the requirements of
this Lease, including the fees of any architects, engineers, Building Code
consultants or other Persons retained by Landlord for such
purpose.  Tenant shall also reimburse Landlord for all incremental
costs (e.g.,
the costs of supplemental security personnel, temporary maintenance service, use
of hoist and removal of waste and debris) incurred by Landlord as a result of
any Alterations.

     

    SECTION
8.9    Labor
Harmony.  Tenant shall not use (and upon notice from Landlord
shall immediately cease using) any contractor, labor, materials or equipment
that, in Landlord's reasonable judgment, would disturb labor harmony with the
work force or trades engaged in performing other work, labor or services in or
about the Building.

     

    SECTION
8.10      Indemnity.  Tenant
shall be directly responsible to Landlord for the performance of any Alteration,
and shall indemnify, defend and hold harmless Landlord from any cost, expense,
claim, lien, loss, damage or liability arising therefrom, including any cost,
expense, claim, lien, loss, damage or liability arising from Tenant's failure
to:  (a) obtain any permit, authorization or license; (b) comply with
this Lease or applicable law; or (c) pay in full all contractors,
subcontractors, employees and materialmen performing work on any Alteration;
provided, however, that in no
event shall Tenant be required to indemnify Landlord to the extent that such
cost, expense, claim, lien, loss, damage or liability arises out of the gross
negligence or intentional misconduct of Landlord or its agents, employees or
contractors.

     

    SECTION
8.11          Intentionally
Omitted.

     

     

     

    
      
        
        

      

      
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    ARTICLE
9

     

    TENANT'S
PROPERTY

     

    SECTION
9.1    Tenant's
Property.  All office equipment that is installed in the
Premises by or for the account of Tenant without expense to Landlord, whether or
not attached to or built into the Premises, and that may be removed without
substantial damage to the Premises or the Building, and all furniture,
furnishings and other articles of movable personal property owned by Tenant and
located in the Premises shall remain the property of Tenant ("Tenant's Property") and may be
removed by Tenant at any time during the Lease Term.  Tenant shall
repair, at its sole expense, any damage to the Premises or to the Building
resulting from the installation or removal of Tenant's
Property.  Equipment or other property for which Landlord shall have
granted an allowance or credit to Tenant or any item installed for Tenant's
account in replacement of an item that was not Tenant's Property, shall not be
deemed Tenant's Property and shall become the property of Landlord.

     

    SECTION
9.2    Abandonment.  Landlord
may consider items of Tenant's Property that remain in the Premises after the
expiration or earlier termination of the Lease Term to have been
abandoned.  Landlord may, at its option, either (a) retain such
abandoned items as its property or dispose of them without accountability in
such manner as Landlord shall determine, all at Tenant's expense, or (b) remove
and store such abandoned items for Tenant, at Tenant's expense.

     

    SECTION
9.3    Taxes on
Tenant's Use and Occupancy.  Tenant shall pay to any taxing
authority, in a timely manner, any fee, tax or charge levied, assessed or
imposed by any governmental agency or authority in connection with Tenant's use
and occupancy of the Premises, including the New York City commercial occupancy
tax.

     

    ARTICLE
10


     

    REPAIRS AND
MAINTENANCE

     

    SECTION
10.1      Landlord's
Obligations.  Landlord shall operate and maintain the Building
as a first-class office building comparable to other first-class office
buildings in midtown Manhattan and make all repairs and replacements necessary
to keep the Building in proper order and good repair, excluding those repairs
that Tenant is obligated to make pursuant to the provisions of this
Lease.  Landlord shall have no responsibility whatsoever to repair any
Improvements or any of Tenant's Property.

     

    Landlord
shall have no obligation to perform repairs in or about the Premises for which
Landlord is responsible until Tenant has notified Landlord in writing of the
need for such repairs, describing the needed repairs in reasonable detail,
except in emergency situations when the notice may be verbal.  Nothing
contained herein shall require Landlord to paint the Premises.

     

    SECTION
10.2          Tenant's
Obligations.  Tenant shall, at its expense, throughout the
Lease Term, take good care of the Premises and the Building Equipment and
Improvements therein and make all repairs and replacements necessary to keep the
same in proper order and good repair.  Tenant shall be responsible for
the cost of all repairs, maintenance and replacement of wall and floor coverings
in the Premises and for the repair and maintenance of all fixtures,
installations and equipment in the Premises.  Tenant shall be
responsible for all maintenance and repairs, interior and exterior, structural
and non-structural, ordinary and extraordinary, of the Premises, the Building
and the Building Equipment, made necessary by:  (a) the performance of
any Alteration or the existence of any Improvement; (b) the installation or use
of Tenant's Property in the Premises; (c) the moving of Tenant's Property into
or out of the Building; (d) any act or omission of Tenant or its officers,
partners, principals, employees, agents, subtenants, contractors or invitees; or
(e) Tenant's use or occupancy of the Premises.  Tenant shall promptly
make, at Tenant's expense, all repairs in or to the Premises for which Tenant is
responsible pursuant to the foregoing provisions of this Section 10.2 and in
accordance with Article 8 of this
Lease.  If any such repair work shall constitute an Alteration, the
same shall be subject to the provisions of Article 8 regarding
Alterations.

     

     

     

    
      
        
        

      

      
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    Any
repairs and maintenance outside of the Premises for which Tenant is responsible
pursuant to the foregoing provisions of this Section 10.2 shall be
performed by Landlord at Tenant's cost and expense.

     

    SECTION
10.3   Exculpation
of Landlord for Repairs.  Except as otherwise expressly
provided in this Lease, Landlord shall have no liability to Tenant and Tenant's
obligations under this Lease shall not be reduced or abated by reason of any
inconvenience, annoyance, interruption or injury to business arising from
Landlord making any maintenance, repairs, alterations, additions or improvements
in or to any portion of the Building or the Premises or in or to the fixtures,
equipment or appurtenances of the Building or the Premises that Landlord is
required or permitted to make by this Lease, that are required by law or that
Landlord deems appropriate.  Landlord may erect scaffolding and
barricades in the Premises and the Building, for purposes of such repairs,
provided that such structures do not prevent access to the
Premises.

     

    ARTICLE
11


     

    USE AND COMPLIANCE WITH
LAW

     

    SECTION
11.1    Use.  Tenant
shall use and occupy the Premises for the Permitted Use and for no other
purpose.  Landlord represents that the Certificate of Occupancy of the
Building allows the use of the Premises for the Permitted Use.  Tenant
acknowledges that a copy of the Certificate of Occupancy of the Building has
been provided to Tenant’s attorney.

     

    SECTION
11.2    Licenses
and Permits.  Tenant, at its expense, shall procure and at all
times comply with the terms and conditions of any licenses or permits required
for Tenant’s proper and lawful conduct of its business in the
Premises.

     

    SECTION
11.3    Prohibited
Uses.  Tenant shall not at any time use or occupy or allow any
Person to use or occupy the Premises, or do or permit anything to be done or
kept in or about the Premises or the Building that: (a) violates any certificate
of occupancy in force for the Building; (b) causes or is likely to cause damage
to the Building, the Premises or any equipment, facilities or other systems
therein; (c) impairs the character, reputation, image or appearance of the
Building as a first-class office building in midtown Manhattan; (d) impairs the
proper and economic maintenance, operation and repair of the Building or its
equipment, facilities or systems; (e) constitutes a nuisance, annoyance or
inconvenience to other tenants or occupants of the Building or interferes with
or disrupts the use or occupancy of any area of the Building (other than the
Premises) by other tenants or occupants; (f) results in demonstrations, bomb
threats or other events that require evacuation of the Building or otherwise
disrupts the use, occupancy or quiet enjoyment of the Building by other tenants
and occupants; or (g) interferes with the transmission or reception of
microwave, television, radio or other communication signals by antennae or other
equipment located on the roof of, or elsewhere in, the
Building.  Tenant shall not use or allow another Person to use any
part of the Premises for a restaurant or bar; the preparation, consumption,
storage, manufacture or sale of food, beverages, liquor, tobacco, drugs or
hazardous substances (but Tenant may store and prepare reasonable quantities of
food and beverages for the use of its employees and guests); the business of
photocopying, multilith or offset printing (but Tenant may use part of the
Premises for photocopying in connection with its own business); a typing or
stenography business; a school or classroom (but Tenant may conduct training
sessions for its employees); cooking, lodging or sleeping; the operation of a
savings and loan association; medical or dental offices or laboratories; a
barber, beauty or manicure shop; an employment agency, executive search firm or
similar enterprise; a messenger service business; the offices or business of a
governmental or quasi-governmental bureau, department or agency, foreign or
domestic, including an autonomous governmental corporation or diplomatic or
trade mission; the manufacture, retail sale, storage of merchandise or auction
of merchandise, goods or property of any kind; or for immoral
purposes.

     

     

     

    
      
        
        

      

      
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    Neither
Tenant nor any of its officers, partners, employees, agents, subtenants,
contractors or invitees shall cause or permit asbestos or any other Hazardous
Material to be used, stored, released, handled, produced or installed in, on or
from the Premises or the Building, except that, to the extent not prohibited by
law, Tenant may store and use in the Premises minor quantities of cleaning
agents and similar substances used in the cleaning or maintenance of the
Premises and general office supplies.  In the event of a breach of the
covenants contained in this paragraph, and in addition to all of its rights and
remedies under this Lease and pursuant to law, Landlord, at its election, may
either require Tenant to remove or to reimburse Landlord for the costs of
removing such Hazardous Material.  In the event Tenant or any of its
officers, partners, employees, agents, subtenants, contractors or invitees
causes or permits a material to be used, stored, released, handled, produced or
installed and such material is subsequently found to be a Hazardous Material,
Tenant, at Tenant's expense, shall comply with all laws with respect thereto and
Landlord, at its election, may either require Tenant to remove or to reimburse
Landlord for the costs of removing such Hazardous Materials.  The
provisions of this paragraph shall survive the expiration or earlier termination
of this Lease.

     

    SECTION
11.4    Compliance
by Tenant.  Tenant shall promptly forward to Landlord a copy of
any notice it receives of the violation of any law involving the
Premises.  Tenant shall, at Tenant's expense, comply with all
applicable laws now or hereafter existing that impose any obligation, order or
duty on Landlord or Tenant, arising from or related to:  (a) Tenant's
use of the Premises (even if such obligation, order or duty arises from Tenant's
mere use of the Premises for general offices); (b) the manner of conduct of
Tenant's business or operation of its equipment therein; (c) any cause or
condition created by or at the instance of Tenant; (d) breach of any of Tenant's
obligations hereunder; or (e) any Hazardous Material brought into the Building
by Tenant, any subtenant or any agent, contractor or invitee of either, whether
or not such compliance requires work which is structural or non-structural,
ordinary or extraordinary, foreseen or unforeseen.  Tenant shall pay,
within ten (10) days after demand therefor, all the costs, expenses, fines,
penalties and damages that may be imposed upon Landlord by reason of or arising
out of Tenant's failure to comply with the provisions of this Section
11.4.  If any work performed by Tenant pursuant to this Section 11.4 shall
constitute an Alteration the same shall be subject to the provisions of Article 8 regarding
Alterations.

     

     

     

     

    
      
        
        

      

      
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    SECTION
11.5    Service
Contracts.  Tenant shall neither contract for, nor employ, any
labor in connection with the maintenance or cleaning of, or providing of any
other services to, the Premises or the Building (but excluding Tenant's
Property) without the prior consent of Landlord.  Subject to the
provisions of Section
6.3.2 with respect to cleaning contractors, Landlord shall not
unreasonably withhold its consent for any services proposed by Tenant under this
Section 11.5,
it being understood that Landlord’s good faith concern with respect to a labor
conflict shall be deemed to be reasonable grounds for withholding its
consent.

     

    SECTION
11.6    Floor
Load.  Tenant shall not place a load upon any floor of the
Premises that exceeds the lesser of (a) fifty (50) pounds live load per square
foot (except in locations expressly indicated by Landlord to have been
reinforced to bear greater live loads) or (b) that is allowed by
law.  Landlord reserves the right to prescribe the weight and position
of all safes, business machines and mechanical equipment.  Business
machines and mechanical equipment used in the Premises that cause vibrations or
noise that may be transmitted to the Building or Building structure or to any
other space in the Building to such a degree as to be reasonably objectionable
to Landlord or to any tenants or occupants of the Building shall be placed and
maintained by Tenant, at its expense, in settings of cork, rubber or spring-type
vibration eliminators sufficient to eliminate such vibrations or
noise.

     

    SECTION
11.7    Rules and
Regulations.  Tenant shall observe and comply with the Rules
and Regulations for the Building set forth in Exhibit "D" hereto,
and any amendments and additions thereto as Landlord may adopt from time to time
for the management, safety, security, care, cleanliness and good order of the
Building (as so amended, collectively, the "Rules and
Regulations").  Landlord shall not be responsible or liable to
Tenant for violations of the Rules and Regulations by other tenants and
occupants of the Building.  Landlord shall not discriminate against
Tenant in the enforcement of the Rules and Regulations.  In the event
of any conflict between the provisions of the Rules and Regulations and the
provisions of this Lease, the provisions of this Lease shall
control.

     

    SECTION
11.8    Window
Cleaning.  Tenant shall not clean nor require, permit, suffer
or allow any window in the Premises to be cleaned from the outside in violation
of Section 202 of the Labor law (or its successor or any law of similar import),
any other applicable law or the rules of any agency, bureau, board or other body
having or asserting jurisdiction.

     

     

     

     

    
      
        
        

      

      
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    ARTICLE
12

     

    RIGHTS OF
LANDLORD

     

    SECTION
12.1    Reservation
by Landlord.  All parts (except surfaces facing the interior of
the Premises) of all walls and doors bounding the Premises, all balconies,
terraces, stairs, landings, and roofs adjacent to the Premises, all space in or
adjacent to the Premises used for shafts, stacks, stairways, conduits, air
conditioning rooms, telephone rooms, telecommunications rooms, fan rooms,
heating, ventilating, air conditioning, plumbing, electrical and other
mechanical facilities, service closets and other Building Equipment, and the use
thereof, as well as access thereto through the Premises for the purposes of
operation, decoration, cleaning, maintenance, safety, security, alteration and
repair, are hereby reserved to Landlord.  Landlord reserves the right,
and Tenant shall permit Landlord, without any of the same constituting an
eviction and without incurring liability to Tenant therefor:  (a) to
install, erect, use and maintain, repair and replace pipes, ducts, conduits,
wires and cables in and through the Premises, provided that Landlord shall, to
the extent reasonably practicable under the circumstances, disguise, conceal or
camouflage the pipes, ducts, conduits, wires and cables; and (b) to change the
arrangement and/or location of public entrances, passageways, doors, doorways,
corridors, elevators, stairs, toilets or other public parts of the Building;
provided, however, that none of
the foregoing shall materially reduce the rentable square footage of the
Premises or materially and adversely affect Tenant's use of the Premises for the
Permitted Use.  Landlord further reserves the right to impose such
controls as it deems reasonably prudent with respect to access to the Building
by Tenant's visitors.

     

    SECTION
12.2    Entry by
Landlord.  Landlord and its agents shall have the right to
enter the Premises: (a) to examine the Premises and during Business Hours to
show them to actual and prospective lenders, Senior Interest Holders and
purchasers of the Building; (b) to operate and maintain and to make repairs and
alterations in the Premises and the Building and their respective systems,
facilities and equipment; (c) to read any utility meters located therein; and
(d) during the period of twelve (12) months prior to the expiration of the Lease
Term, to exhibit the Premises to prospective tenants.  Any entry by
Landlord shall be made on reasonable advance oral notice and during Business
Hours, except in emergency situations.  In exercising its rights under
this Section
12.2, Landlord shall take reasonable measures to avoid unnecessary
interference with Tenant's use and occupancy of the
Premises.  Landlord shall have a pass key (or similar entry device) to
the Premises and shall be allowed to bring materials and equipment into the
Premises as required in connection with maintenance, cleaning, repairs and
Alterations, without any liability to Tenant and without any reduction of
Tenant's obligations.  Tenant shall key all locks to the Building's
master key system.  Tenant shall have the right to designate by
written notice to Landlord an area of the Premises where securities or other
valuables are maintained, and except in the case of emergency, Landlord shall
not enter such area without a representative of Tenant being
present.  At the request of Landlord, Tenant shall make a
representative available for such purpose.

     

    SECTION
12.3    Obstructions of Light or
View; Closures.

     

    (a) If at any
time any windows of the Building (including the Premises) are darkened, bricked
up or the light, air or view therefrom is obstructed (i) on a temporary basis by
reason of any repairs, improvements, maintenance or cleaning in or about the
Building or on a permanent basis by reason of a requirement of law or (ii) by
reason of any structure that may be erected on lands in the vicinity of the
Building, the same shall be without liability to Landlord and without any
reduction or diminution of Tenant's obligations under this Lease and shall not
be deemed to constitute an eviction.

     

     

    
      
        
        

      

      
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    (b) If at any
time any part of the Building, other than the Premises and any part of the
Building required for reasonable access to the Premises or required for Landlord
to perform any of its obligations hereunder, is temporarily or permanently
closed or inoperable, the same shall be without liability to Landlord and
without any reduction or diminution of Tenant's obligations under this Lease and
shall not be deemed to constitute an eviction.

     

    SECTION
12.4    Entry
Prior to End of Term.  If during the last month of the Lease
Term Tenant has removed all or substantially all of Tenant's Property from the
Premises, Landlord may, without notice to Tenant, immediately enter the Premises
and alter, renovate and decorate the same, without liability to Tenant and
without reducing or otherwise affecting Tenant's obligations
hereunder.

     

    SECTION
12.5    Building
Name and Address.  Landlord reserves the right, at any time
without notice, to change the Building's name or address, and Landlord shall
have no liability to Tenant for any cost or inconvenience occasioned
thereby.

     

    SECTION
12.6    Other
Rights.  The enumeration of rights of Landlord in this Article
is not all-inclusive and shall not be construed to preclude or limit other
rights reserved to Landlord by this Lease or by law or in equity.

     

    ARTICLE
13


     

    DAMAGE OR
DESTRUCTION

     

    SECTION
13.1    Restoration.  If
the Building or the Premises is partially or totally damaged by fire or other
casualty, then so long as neither Landlord nor Tenant has exercised any right to
terminate this Lease under this Article 13 and
subject to the rights of Senior Interest Holders, if any, Landlord shall repair
the damage and restore or rebuild the Building or the Premises (including the
Improvements but excluding Tenant's Property), as the case may be, with
reasonable dispatch but without the incurrence of overtime or premium pay labor
rates, after notice to Landlord of the damage or
destruction.  Notwithstanding anything to the contrary in the
preceding sentence,  Landlord shall not be obligated to so repair any
such damage caused by such casualty and to restore or rebuild the Building or
the Premises until Landlord shall have collected substantially all of the
insurance proceeds receivable on account of the casualty; provided, however, that in no
event shall Landlord be required to expend on such restoration amounts in excess
of the total insurance proceeds (net of the costs of collection) collected on
account of the casualty.

     

    The
proceeds of policies providing coverage for the Improvements shall be paid to
Landlord.  Promptly after the collection of any insurance proceeds
attributable to the damage of the Improvements, Tenant shall pay to Landlord (i)
the amount of any deductible under the policy insuring the Improvements other
than any portion of the deductible which is attributable to Tenant's Property
and (ii) the amount, if any, by which the cost of repairing and restoring the
Improvements (but not including any of Tenant's Property) as estimated by a
reputable contractor designated by Landlord exceeds the available insurance
proceeds therefor.

     

     

     

    
      
        
        

      

      
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    SECTION
13.2    Rent
Abatement.  Subject to the provisions of Section 13.3, if fire
or other casualty damages, destroys or renders the Premises or any portion
thereof untenantable or deprives Tenant of access to the Premises, then the Base
Rent attributable to such portion shall be abated and Tenant's Share with
respect to the Additional Rent payable under Article 5 shall be
reduced by the proportion that the Rentable Area of such portion of the Premises
bears to the total Rentable Area of the Premises, for the period beginning on
the date of the damage or destruction and ending on the earlier of (a) the date
on which any damage to the Premises has been substantially repaired and Tenant
has reasonable access to the Premises and (b) the date on which Tenant
reoccupies such portion of the Premises.  It is understood that, if
Tenant is unable to use the undamaged portion of the Premises for the conduct of
its regular business, the Premises shall be deemed to be wholly
untenantable.

     

    SECTION
13.3    Exception
to Abatement.  Tenant shall not receive any abatement or
reduction of Base Rent or Additional Rent if:  (a) the Premises are
untenantable due to damage or loss of access for a period of five (5) Business
Days or less; (b) Landlord provides other space in the Building reasonably
suited for the temporary conduct of Tenant's business (but Landlord shall have
no obligation to provide such other space); or (c) by reason of an act or
omission on the part of Tenant, its subtenant or assignee, or its or their
partners, directors, officers, employees, agents, invitees or contractors,
Landlord (or any Senior Interest Holder) is unable to collect all of the
insurance proceeds (including, without limitation, rent insurance proceeds) for
damage or destruction of the Premises or the Building, as the case may be,
arising out of such fire or other casualty.  The collection of rent by
Landlord under the circumstances described in clause (c) of this Section 13.3 shall
not preclude Landlord from seeking damages from Tenant or exercising other
remedies it may have under this Lease, under applicable law or in
equity.

     

    SECTION
13.4    Termination
Rights.

     

    13.4.1 Landlord's
Election to Terminate.  If (a) the Building is so damaged by
fire or other casualty (whether or not the Premises are damaged or destroyed)
that Landlord elects not to restore the Building, or (b) less than two (2) years
remains in the Lease Term at the time of a fire or other casualty and the time
necessary to rebuild or repair the Building, in the opinion of a reputable
contractor, would exceed ninety (90) days, or (c) Landlord would be required
under Section
13.2 to abate or reduce the Base Rent and Additional Rent for a period in
excess of six (6) months if rebuilding or repairs were undertaken, then, in any
of such cases, Landlord may terminate this Lease by giving Tenant notice to such
effect within one hundred eighty (180) days after the date of the
casualty.  This Lease shall terminate on the thirtieth (30th) day
after the date that such termination notice from Landlord is given, and the
Rents shall be prorated as of such termination date.

     

    13.4.2 Tenant's
Election to Terminate.  If (a) the Building or the Premises is
destroyed by fire or other casualty or the Building or the Premises is damaged
to such an extent that Landlord reasonably estimates that Tenant would not be
able to conduct its business in the Premises for a period exceeding the lesser
of (i) eighteen (18) months from the date of the casualty or (ii) the then
remaining portion of the Lease Term, or (b) the remaining portion of the Lease
Term at the time of a fire or casualty is less than twelve (12) months and
Landlord reasonably estimates that the time necessary to make the Premises
tenantable would exceed six (6) months, Landlord shall notify Tenant thereof,
and Tenant may terminate this Lease by giving Landlord notice within thirty (30)
days after such notice from Landlord.  This Lease shall terminate on
the thirtieth (30th) day after the date that such termination notice from Tenant
is given, and the Rents shall be prorated as of such termination
date.

     

     

    
      
        
        

      

      
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    SECTION
13.5    Business
Interruption.  Tenant shall not be entitled to terminate this
Lease, and 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 Premises or of the Building pursuant to this
Article
13.  Landlord shall exert reasonable efforts to make (or to
cause to be made) such repair or restoration promptly and in such manner as not
to interfere unreasonably with Tenant's use and occupancy of the Premises, but
Landlord shall have no obligation to perform such work on an overtime or
premium-pay basis.

     

    SECTION
13.6    Tenant's
Property.  Landlord shall not be obligated to repair any damage
to, or to replace, Tenant's Property.  Tenant shall restore any damage
to Tenant's Property with reasonable dispatch after such damage or destruction
at Tenant's sole cost and expense.

     

    SECTION
13.7    Waiver.  Tenant
hereby waives the application of any law to any case of damage to or destruction
of the Building or the Premises by fire or other casualty, or to a taking of all
or part of the Building or the Premises subject to  the provisions of
Article 14
below.  This Article 13
constitutes an express agreement governing damage or destruction of the Premises
or the Building by fire or other casualty, and neither Section 227 of the Real
Property Law of the State of New York nor any other laws of similar import now
or hereafter in effect shall have any application in any such case.

     

    ARTICLE
14


     

    EMINENT
DOMAIN

     

    SECTION
14.1    Complete
Taking.  If all or substantially all of the Premises is taken
by condemnation, sale in lieu of condemnation or in any other manner for any
public or quasi-public use or purpose ("Eminent Domain"), this Lease
and the term and estate hereby granted shall terminate as of the date of vesting
of title on such taking or the date that the condemning or purchasing authority
takes possession, whichever is earlier (the "Date of the Taking"), and the
Rents shall be prorated and adjusted as of such date.

     

    SECTION
14.2    Partial
Taking.  If part of the Building or the Premises is taken by
Eminent Domain (but not substantially all of the Premises), this Lease shall be
unaffected by such taking, except that:  (a) if more than twenty-five
percent (25%) of the Rentable Area of the Building shall be taken, whether or
not any portion of the Premises shall be affected thereby, or if so much of the
Building shall be taken that Landlord determines that the Building cannot be
restored, reconstructed or replaced in a suitable manner so that the Building
may continue to be used for the purposes intended or that it would be
economically or operationally impractical to operate the portion of the Building
remaining after the taking, Landlord may, at its option, terminate this Lease by
giving Tenant notice to that effect within one hundred twenty (120) days after
the Date of the Taking; and (b) if thirty percent (30%) or more of the Rentable
Area of the Premises shall be so taken and the remaining Rentable Area shall
not, in the reasonable option of Tenant, be sufficient for Tenant to continue
the operation of its business at the Premises, Tenant may, at its option,
terminate this Lease by giving Landlord notice to that effect within ninety (90)
days after the Date of the Taking.  This Lease shall terminate on the
thirtieth (30th) day after the date that any such termination notice is given,
and the Rents shall be prorated and adjusted as of such termination
date.  Upon a partial taking, where this Lease continues in force as
to any part of the Premises, (i) the Base Rent shall be reduced by the
percentage that the Rentable Area of the portion of the Premises taken bears to
the Rentable Area of the Premises prior to the taking, and Tenant's Share shall
be reduced to the percentage that the Rentable Area of the portion of the
Premises left to Tenant bears to the Rentable Area of the Building after the
taking and (ii) Landlord shall repair or restore the remaining portions of the
Premises or the Building, as the case may be, with reasonable dispatch after
collection of substantially all of the award attributable to the taking by
Eminent Domain; provided, however, that
Landlord shall not be required to expend on such repair or restoration amounts
in excess of the total awards (net of the costs of collection) collected by it
on account of the taking.

     

     

     

     

    
      
        
        

      

      
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    SECTION
14.3    Award.  Landlord
shall be entitled to receive the entire award or payment in connection with any
taking of the Premises without deduction for any estate vested in Tenant by this
Lease.  Tenant hereby expressly assigns to Landlord all of its right,
title and interest in and to every such award or payment.  Tenant
shall be entitled to claim and receive any award or payment from the condemning
authority expressly granted for the taking of Tenant's Property, the
interruption of its business or moving expenses, but only if such award or
payment shall be made in addition to Landlord's award and if Tenant's claim does
not adversely affect or result in any reduction of Landlord's award or interfere
with the prosecution of a claim for the taking by Landlord.

     

    SECTION
14.4    Temporary
Taking.  If all or any portion of the Premises is taken by
Eminent Domain for a limited period of time, this Lease shall remain in full
force and effect, and Tenant shall continue to perform all of Tenant's
obligations under this Lease, including, without limitation, the payment of
Rents.  Tenant shall be entitled to claim and receive only that
portion of the award or payment from the condemning authority expressly granted
for any such temporary taking of the Premises attributable to any period within
the Lease Term and that portion of the award, if any, for damage to Tenant's
Property.

     

    ARTICLE
15

     

    SURRENDER
OF PREMISES

     

    SECTION
15.1    Surrender.  On
the last day of the Lease Term, upon any earlier termination of this Lease, or
upon any re-entry by Landlord upon the Premises in accordance with applicable
law, Tenant shall quit and surrender the Premises to Landlord broom clean and in
good order, condition and repair (ordinary wear and tear and any damage or
destruction caused by fire or other casualty that Tenant is not obligated by
this Lease to repair excepted) and in compliance with Articles 3 and 9.  Upon
expiration of the Lease Term or earlier termination of this Lease, all of
Tenant's right, title and interest in the Premises and the Building shall
cease.

     

     

     

    
      
        
        

      

      
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    SECTION
15.2    Acceptance
of Surrender.  Prior to the expiration or earlier termination
of this Lease in accordance with the terms hereof, no act or thing done by
Landlord or its agents (including accepting the keys or similar access devices
to the Premises) shall be deemed an acceptance of surrender of the Premises, and
no agreement to accept such surrender shall be valid unless in writing and
signed by Landlord.

     

    SECTION
15.3    No
Holding Over.  There shall be no holding over by Tenant after
the expiration or earlier termination of this Lease and the failure by Tenant to
deliver possession of the Premises to Landlord shall be an unlawful
holdover.  During any period in which Tenant so holds over, the rental
value of the Premises, payable from the date immediately following the date on
which Tenant was to deliver the Premises through and including the last day of
the calendar month in which Tenant so delivers the Premises (except with respect
to the first ten (10) days of the holdover, for which the holdover rent shall be
payable on a per diem basis), shall be deemed to be equal to the product of (i)
(A) one hundred percent (100%) in the case of the first ten (10) days of the
holdover, (B) one hundred fifty percent (150%) in the case of the next twenty
(20) days of the holdover, (C) two hundred percent (200%) in the case of the
next sixty (60) days of the holdover and (D) two hundred fifty percent (250%)
thereafter and (ii) the sum of (x) the Base Rent payable immediately preceding
the expiration or earlier termination of this Lease and (y) all other items of
Additional Rent that would have been otherwise payable hereunder had this Lease
not expired or been terminated.  Acceptance by Landlord of any such
Rent during the period in which Tenant so holds over shall not cure or waive
Tenant's default, nor prevent Landlord from exercising, before or after such
acceptance, any of the remedies provided by this Lease or at law or in
equity.  Payment of any such Rent and other sums during any period in
which Tenant holds over shall not excuse Tenant's obligation to vacate and
surrender the Premises on the date, and in the manner and condition, required
under this Lease.

     

    ARTICLE
16


     

    EXCULPATION AND
INDEMNIFICATION

     

    SECTION
16.1    Exculpation.  Neither
Landlord, nor any Senior Interest Holder, nor any partner, principal, director,
officer, agent or employee of any of the foregoing (hereinafter collectively
referred to as "Landlord
Parties") shall be liable to Tenant or its partners, principals,
directors, officers, contractors, agents, employees, invitees, sublessees,
licensees or any other Person claiming through or under Tenant, for any loss,
injury or damage to Tenant or to any other Person, or to its or their property
(nor shall Tenant or any other Person be entitled to any abatement or suspension
of its obligation to pay Rents or be construed to be constructively or otherwise
evicted), irrespective of the cause of such loss, injury or damage, including
claims resulting from: (a) any equipment or appurtenances becoming out of
repair; (b) injury done or occasioned by weather conditions; (c) any defect in
or failure of plumbing, heating or air conditioning equipment, gas, water, and
steam pipes, stairs, railings or walks; (d) broken glass; (e) the backing up of
any sewer pipe or downspout; (f) the bursting, leaking or running of any tank,
tub, washstand, water closet, waste pipe, drain or any other pipe or tank in,
upon or about the Building or the Premises; (g) the escape of steam or hot
water; (h) water, snow or ice being upon or coming through the roof or any
skylight, trapdoor, stair, doorway, window, walk or any other place upon or near
the Building or the Premises or otherwise; (i) the falling of any fixture,
plaster, tile or stucco; (j) and any act, omission or negligence of other
tenants or occupants of the Building or of adjoining or contiguous buildings or
of owners of adjacent or contiguous property, unless caused by or resulting from
the gross negligence or willful misconduct of Landlord or its employees or
agents in the operation or maintenance of the Premises or the
Building.  Further, in no event shall Landlord or any Landlord Party
be liable for any indirect, consequential or punitive damages arising out of any
loss of the use of the Premises or any equipment or facilities therein by Tenant
or any Person claiming through or under Tenant, including loss of
profits.

     

     

     

    
      
        
        

      

      
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    SECTION
16.2    Indemnity.  Tenant
shall defend, indemnify and hold harmless Landlord and all Landlord Parties from
and against any and all claims, demands, liability, loss, damage, costs and
expenses (including reasonable attorneys' fees and disbursements) arising from
or in connection with:  (a) the conduct or management of the Premises
or of any business therein, or any work or act whatsoever done, or any condition
created (other than by the gross negligence or willful misconduct of Landlord or
any of the Landlord Parties) in or about the Premises or the Building during the
Lease Term and/or the period of time, if any, prior to the Term Commencement
Date during which Tenant may have been given access to the Premises or during
any holdover by Tenant after the expiration or earlier termination of this
Lease; (b) any act, omission or negligence of Tenant or any of its subtenants or
licensees or its or their partners, principals, directors, officers, agents,
invitees, employees or contractors; (c) any accident, injury or damage whatever
(unless caused by the gross negligence of Landlord or any of the Landlord
Parties) occurring in or about the Premises; and (d) any breach or default by
Tenant in the full and prompt payment and performance of Tenant's obligations
under this Lease.  If any claim, action or proceeding is brought
against any of the Persons indemnified under this Section 16.2 for a
matter covered by this indemnity, Tenant, upon notice from the indemnified
Person, shall defend such claim, action or proceeding by counsel reasonably
satisfactory to Landlord and the indemnified Person.

     

    SECTION
16.3    Transfers
of Landlord's Interest.  The term "Landlord" shall mean only
the owner at the time in question of the present Landlord's interest in the
Building and in the event of (a) a sale or transfer of all or any part of the
Building which includes the Premises (by operation of law or otherwise), (b) the
lease of all or substantially all of the Building or (c) a sale or transfer (by
operation of law or otherwise) of the leasehold estate under any such lease, the
grantor, transferor or lessor, as the case may be, shall be and hereby is (to
the extent of the interest or portion of the Building or leasehold estate sold,
transferred or leased) automatically and entirely released and discharged, from
and after the date of such sale, transfer or lease, of all liability in respect
of the performance of any of the terms of this Lease on the part of Landlord
thereafter to be performed; it being intended that Landlord's obligations
hereunder shall be binding on Landlord, its successors and assigns only during
and in respect of their respective successive periods of
ownership.  In the event of such a sale, transfer or lease, the
covenants and agreements of Landlord shall thereafter be binding upon the
transferee of Landlord's interest.

     

     

     

     

    
      
        
        

      

      
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    SECTION
16.4    Recourse
Limited to Building.  Tenant shall look solely to Landlord's
estate and interest in the Building for the satisfaction of any right of Tenant
for the collection of a judgment or other judicial process or arbitration award
requiring the payment of money by Landlord, and no other property or assets of
Landlord, Landlord's agents, incorporators, subscribers, shareholders, officers,
directors, partners, principals (disclosed or undisclosed) or affiliates shall
be subject to levy, lien, execution, attachment, or other enforcement procedure
for the satisfaction of Tenant's rights and remedies under or with respect to
this Lease, the relationship of Landlord and Tenant hereunder or under law, or
Tenant's use and occupancy of the Premises or any other liability of Landlord to
Tenant.

     

    ARTICLE
17


     

    SUBORDINATION AND
ATTORNMENT

     

    SECTION
17.1    Subordination.  This
Lease, and all rights of Tenant hereunder, are subordinate and subject to all
present and future leases of the Building and any mortgages upon the Building
and to all advances thereunder and renewals, replacements, modifications,
consolidations and extensions thereof (all of the foregoing, collectively, the
"Senior Interests", and
holders of Senior Interests shall be referred to as "Senior Interest Holders"),
unless any Senior Interest Holder elects that this Lease shall be superior to
its lease or mortgage pursuant to Section
17.2.  This Section 17.1 shall be
self-operative and no further instrument of subordination shall be
required.  In confirmation of subordination, Tenant shall promptly
execute, acknowledge and deliver any instrument that Landlord, any Senior
Interest Holder or any of their respective successors in interest may reasonably
request to evidence such subordination.  If Tenant fails to execute,
acknowledge or deliver any such instrument within ten (10) days after request
therefor, such failure shall constitute a default under this Lease.

     

    SECTION
17.2    Election
to Subordinate.  By written notice to Tenant, any Senior
Interest Holder may elect to subordinate its interest to this
Lease.

     

    SECTION
17.3    Notice
and Cure of Landlord's Default.  If any act or omission of
Landlord would give Tenant the right, immediately or after the giving of notice
and/or a lapse of time, to cancel or terminate this Lease, or to claim a partial
or total eviction, Tenant shall not exercise such right until:  (a) it
has given written notice of the act or omission to Landlord and each Senior
Interest Holder whose name and address shall have been furnished to Tenant,
which notice shall specifically refer to this Section 17.3 and
shall describe Landlord's default with reasonable detail, specifying the section
of this Lease as to which Landlord is in default; and (b) a reasonable period
for remedying the act or omission shall have elapsed following the giving of
such notice and following the time during which each Senior Interest Holder
would be entitled to remedy the act or omission (which reasonable period shall
in no event be shorter than the period during which Landlord would be entitled
under this Lease or otherwise, after similar notice, to effect such
remedy).  If within such reasonable period any Senior Interest Holder
gives Tenant notice of its intention to remedy the act or omission, and
thereafter diligently commences the required remedial action and pursues it to
completion, Tenant shall have no right to terminate this Lease on account of the
act or omission.

     

     

     

     

    
      
        
        

      

      
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    SECTION
17.4    Attornment.  Any
Senior Interest Holder who succeeds to the rights of Landlord under this Lease,
whether through exercise of remedies or by operation of law, is in this Section 17.4 called a
"Successor
Landlord."  Upon the Successor Landlord's succession to the
rights of Landlord under this Lease, at the option of the Successor Landlord,
Tenant shall attorn to and recognize the Successor Landlord as Tenant's landlord
under this Lease and shall promptly execute and deliver any instrument that such
Successor Landlord may reasonably request to evidence the
attornment.

     

    SECTION
17.5    Non-Disturbance.  Landlord
represents to Tenant that, as of the Lease Date, there are no Senior Interest
Holders.  In the event that, after the Lease Date, any Person shall
acquire a Senior Interest and become a Senior Interest Holder, Landlord shall
request that such Senior Interest Holder issue a Subordination, Non-Disturbance
and Attornment Agreement ("SNDA") in favor of Tenant in
its customary form and shall exercise reasonable efforts to cause the Senior
Interest Holder to issue same (it being understood that in no event shall
Landlord be required to expend any money or institute any legal action to obtain
the SNDA).  However, it is understood and agreed that, having made
such request and exercised such reasonable efforts, Landlord shall have no
responsibility or liability to Tenant if the Senior Interest Holder shall fail
to issue an SNDA in favor if Tenant or if Tenant fails to sign or is unwilling
to sign the SNDA for any reason whatsoever.

     

    ARTICLE
18


     

    QUIET
ENJOYMENT

     

    SECTION
18.1    Quiet
Enjoyment.  So long as Tenant timely pays all the Rents and
performs all of Tenant's other obligations hereunder within the time periods
permitted under this Lease, Tenant shall peaceably and quietly hold and enjoy
the Premises during the Lease Term without hindrance or ejection by Landlord or
any person lawfully claiming through or under Landlord, subject, nevertheless,
to the provisions of this Lease.  This covenant is a covenant running
with the land, and is not a personal covenant of Landlord, except to the extent
of Landlord's interest in this Lease and for only so long as such interest shall
continue.

     

    ARTICLE
19


     

    ASSIGNMENT AND
SUBLETTING

     

    SECTION
19.1    Prohibition.  Tenant
shall not mortgage, pledge, encumber or otherwise hypothecate this Lease or the
Premises or any part thereof in any manner whatsoever, and any attempt to do so
shall be void and a material breach of this Lease.  Tenant shall not,
whether voluntarily, involuntarily, by operation of law or
otherwise:  (a) assign or otherwise transfer this Lease; or (b) sublet
the Premises or any part thereof, without in each instance strictly complying
with the requirements of this Article 19, and any
attempt by Tenant to do so shall be void and a default under this
Lease.  Use or occupancy of the Premises by a licensee, concessionaire
or any Person other than Tenant shall be regarded as a sublease subject to this
Article
19.

     

     

     

     

    
      
        
        

      

      
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    SECTION
19.2    Corporate
and Partnership Transactions.  If Tenant is a corporation, a
dissolution of the corporation or a transfer (by one or more transactions,
except for transactions on the New York Stock Exchange or another recognized
stock exchange) of a majority of the voting stock of Tenant shall be deemed an
assignment of this Lease subject to this Article 19, except
for (a) a transaction with a corporation into or with which Tenant is merged or
consolidated, (b) a purchase of all or substantially all of the assets of Tenant
(provided that the purchaser assumes Tenant's obligations under this Lease) or
(c) a purchase of all or a majority of the stock of all classes of Tenant, where
a principal purpose of such transaction is not the assignment of this Lease and
the successor to Tenant or purchaser has a net worth (computed in accordance
with generally accepted accounting principles consistently applied) which is at
least equal to Twenty Million Dollars ($20,000,000.00).  Proof
reasonably satisfactory to Landlord of such net worth shall be delivered to
Landlord at least ten (10) days prior to the effective date of any such
transaction.  If Tenant is a partnership, a dissolution of the
partnership or a transfer of the controlling interest in Tenant (including the
admission of new partners or withdrawal of existing partners having a
controlling interest) shall be deemed an assignment of this Lease subject to the
provisions of this Article 19,
regardless whether the transfer is made by one or more transactions, or whether
one or more persons hold the controlling interest prior to the transfer or
afterwards.

     

    SECTION
19.3    Offer to
Landlord.  Tenant shall give written notice to Landlord of any
bona fide proposed assignment or sublease accompanied by: (a) a term sheet,
signed by an officer of the proposed assignee or subtenant, which Tenant, acting
in good faith, reasonably believes to have been mutually agreed upon by Tenant
and the proposed assignee or subtenant, setting forth all of the material
business and economic terms of the proposed assignment or sublease, including
without limitation, the commencement date, base rent, term, real estate tax,
operating expense and cleaning cost escalation, electricity charges, common area
electric, free rent, construction allowance, other concessions, payments to be
made for Improvements or Tenant's Property, and the like; (b) a statement
reasonably satisfactory to Landlord setting forth in reasonable detail the
identity of the proposed assignee or sublessee, the nature of its business and
(for a proposed sublease) the space to be sublet; (c) financial information with
respect to the proposed assignee or sublessee reasonably satisfactory to
Landlord, including its financial reports for its current business year and its
two (2) prior business years; and (d) other information reasonably requested by
Landlord.  The notice shall constitute an offer from Tenant (the
"Offer") for Landlord,
at Landlord's option, exercisable in Landlord's sole discretion, to (i)
terminate this Lease or sublease the Premises from Tenant (if the proposed
transaction is an assignment of this Lease or a sublease of all or substantially
all of the Premises for any period of time), (ii) terminate this Lease with
respect to the space covered by the Offer or sublease from Tenant the space
covered by the Offer for the balance of the Lease Term (if the proposed
transaction is a sublease of part of the Premises for all or substantially all
of the remaining Lease Term, i.e., for a term that ends two (2) years or less
prior to the end of the Lease Term) or (iii) sublease the space covered by the
Offer (if the proposed transaction is a sublease of part of the Premises for
less than all or substantially all of the remaining Lease
Term).  Landlord may exercise one of these options by notice to Tenant
at any time within twenty (20) Business Days after receipt of the Offer, and
during such period Tenant shall not assign this Lease or sublet the space
covered by the Offer to any Person.  If Landlord fails to respond to
Tenant's notice within the said period of twenty (20) Business Days, Tenant may
send a Reminder Notice to Landlord with respect thereto and, if Landlord shall
not exercise one of its options under this Section 19.3 by
notice given to Tenant within three (3) Business Days after its receipt of the
Reminder Notice, Landlord shall be deemed not to have exercised any such
option.  Any such Reminder Notice, to be effective, shall be sent by
certified mail, return receipt requested, in accordance with Section 24.10 and
shall state prominently therein that, if Landlord fails to respond within three
(3) Business Days, Landlord shall be deemed not to have exercised any of its
options under this Section
19.3.

     

     

     

     

    
      
        
        

      

      
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    SECTION
19.4    Termination or Partial
Termination of Lease.

     

    (a) If Tenant
proposes in the Offer either to assign this Lease or to sublet all or
substantially all of the Premises, and Landlord elects to terminate this Lease,
then this Lease shall end on the date that the proposed assignment or sublease
would have commenced, and the Rents shall be prorated and paid through the
termination date.

     

    (b) If Tenant
proposes in the Offer to sublet a portion of the Premises, and Landlord
exercises its option to terminate this Lease with respect to the space covered
by the Offer, then this Lease shall terminate as to that space on the date that
the proposed sublease would have commenced.  The Rents shall be
prorated and paid through the termination date.  Thereafter, the Base
Rent shall be reduced in the proportion that the Rentable Area of the space
covered by the Offer bears to the total Rentable Area of the Premises, and
Tenant's Share shall be reduced in the same proportion.

     

    SECTION
19.5    Sublease
by Landlord.  If Landlord
exercises its option to sublease all or any portion of the Premises (the "Sublease Space") from Tenant
pursuant to Section
19.3, Tenant
shall promptly enter into a sublease with Landlord or an entity designated by
Landlord with respect to the Sublease Space, which sublease shall be prepared by
Landlord, shall be reasonably acceptable to Tenant and shall:

     

    (a) be upon
the same terms and conditions as those contained in this Lease (but the term
shall be the term indicated in the sublease submitted by Tenant to Landlord
pursuant to Section
19.3 and the Rents and other financial terms shall be at the lower of (A)
those provided in this Lease or (B) those provided in the term sheet submitted
by Tenant to Landlord pursuant to Section 19.3), except
such as are irrelevant or inapplicable and except as otherwise expressly set
forth to the contrary in this Section
19.5;

     

    (b) give the
subtenant the unqualified and unrestricted right, without Tenant's consent, to
assign such sublease or to further sublet the Sublease Space or any part thereof
and to make any and all changes, alterations, and improvements in the Sublease
Space;

     

    (c) provide
in substance that any such changes, alterations, and improvements made to the
Sublease Space may be removed, in whole or in part, prior to or upon the
expiration or other termination of the sublease provided that any material
damage and injury caused thereby shall be repaired; and

     

    (d) provide
that (i) 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, (ii) if the Sublease Space constitutes less than the
entire Premises, prior to the commencement of the term of the sublease, Tenant,
at its expense, shall make such alterations as may be required to physically
separate the Sublease Space from the balance of the Premises and to provide
appropriate means of ingress thereto and egress therefrom and (iii) at the
expiration of the term of the sublease, Tenant will accept the Sublease Space in
its then existing condition, broom clean.

     

     

     

     

    
      
        
        

      

      
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    SECTION
19.6    Consent
by Landlord.  If Landlord does not exercise one of its options
pursuant to Section
19.3, Landlord shall not unreasonably withhold, delay or condition its
consent to the proposed assignment or sublease, provided that the conditions set
forth below are met.  Landlord shall notify Tenant in writing within
five (5) days after the end of the period for the exercise of its options
pursuant to Section
19.3 or within thirty (30) days after its receipt of notice of the
proposed assignment or sublease, whichever is later, as to whether or not it
consents to the proposed assignment or sublease.

     

    19.6.1 Use.  The
business of the proposed assignee or subtenant and its use of the Premises, or
the relevant portion thereof, must be consistent with the Permitted Use and, in
Landlord's reasonable judgment, in keeping with the standards of the
Building.

     

    19.6.2 Identity.  The
proposed assignee or subtenant must be a reputable Person of good character with
sufficient assets and income, in Landlord's reasonable judgment, to bear the
financial responsibilities of Tenant under this Lease, and Landlord must be
furnished with reasonable proof thereof.

     

    19.6.3 Further
Occupancy.  If the Landlord then has reasonably comparable
space available in the Building or will have such reasonably comparable space
available within a period of four (4) months, neither the proposed assignee or
sublessee, nor any Person who, directly or indirectly, controls, is controlled
by, or is under common control with, the proposed assignee or sublessee or any
Person who controls the proposed assignee or sublessee, may then be an occupant
of any part of the Building.

     

    19.6.4 Prior
Negotiations.  The proposed assignee or sublessee may not have
negotiated with Landlord to lease space in the Building within four (4) months
prior to the Offer.

     

    19.6.5 Form.  The
form of the proposed assignment or sublease must be satisfactory to Landlord and
shall comply with the applicable provisions of this Article
19.

     

    19.6.6 Number of
Occupants.  There may not be more than three (3) Persons
(including Tenant) occupying the Premises at any time.

     

    19.6.7 Rental
Terms.  The rental and other financial terms of the assignment
or sublease must not be at material variance with those contained in the term
sheet furnished to Landlord with the Offer (which shall mean a variance not in
excess of seven and one-half percent (7-1/2%)) and the other terms of the
assignment or sublease must be substantially the same as those contained in the
term sheet furnished to Landlord with the Offer.

     

    19.6.8 Dimensions.  The
sublease space must be suitable for normal leasing purposes.

     

     

     

     

    
      
        
        

      

      
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    19.6.9 Advertising.
Neither the Premises nor any portion thereof shall be advertised at a rental
less than the rental then being offered by Landlord for comparable space in the
Building.  The foregoing shall not apply to circulars prepared for
distribution to the brokerage community, provided that Tenant shall obtain
Landlord's prior written consent for each such circular (such approval not to be
unreasonably withheld, delayed or conditioned).  Tenant shall not
utilize any advertisement or promotional materials prepared by or for it unless
it shall first submit a copy thereof to Landlord and obtain Landlord's approval
therefor (such approval not to be unreasonably withheld, delayed or
conditioned).  Tenant recognizes that "Tower 49" and "T49" are
registered trademarks of Landlord and may not be used by Tenant in any
advertisement or promotional materials without clear indication to such
effect.

     

    SECTION
19.7    Miscellaneous.

     

    19.7.1 General
Terms.  Tenant shall reimburse Landlord on demand for any costs
that Landlord may incur in connection with any proposed assignment or sublease,
including, without limitation, the costs of making investigations as to the
acceptability of the proposed assignee or subtenant and legal costs incurred in
connection with any request for consent.  Any assignment of this Lease
to which Landlord gives its consent shall not be valid or binding on Landlord
unless and until the assignee executes an agreement enforceable by Landlord in
form and substance reasonably satisfactory to Landlord whereby the assignee
assumes and agrees to be bound by all of the provisions of this Lease and to
perform all of the obligations of Tenant hereunder.

     

    19.7.2 Tenant
Remains Liable.  Notwithstanding any assignment or sublease,
Tenant shall remain fully liable for the payment of Rents and for the
performance of all the other obligations of Tenant contained in this
Lease.  Any act or omission of an assignee or subtenant or any Person
claiming under or through any of them that violates this Lease shall be deemed a
violation of this Lease by Tenant.

     

    19.7.3 Effect of
Consent.  The consent by Landlord to any assignment or sublease
shall not relieve Tenant or any Person claiming through or under Tenant of the
obligation to obtain the consent of Landlord, pursuant to the provisions of this
Article 19, to
any future assignment or sublease.

     

    19.7.4 Indemnification
of Landlord.  If Landlord declines to give its consent to any
proposed assignment or sublease, or if Landlord exercises any of its options
under Section
19.3, Tenant shall indemnify, defend (with counsel reasonably acceptable
to Landlord) and hold Landlord harmless against and from any and all loss,
liability, damages, costs and expenses (including reasonable attorneys' fees and
disbursements) resulting from any claims that may be made against Landlord by
any Person who claims it was damaged by Landlord's actions, including any
proposed assignee or sublessee or any broker or other Person claiming a
commission or similar compensation in connection with the proposed assignment or
sublease.

     

    19.7.5 General
Sublease Provisions.  With respect to each and every sublease
consented to by Landlord under the provisions of this Article 19, it is
further agreed that:

     

     

     

    
      
        
        

      

      
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    (a) The term
of the sublease must end no later than one day prior to the last day of the
Lease Term;

     

    (b) No
sublease shall be valid, and no subtenant shall take possession of the Premises
or any part thereof, until a fully executed counterpart of such sublease has
been delivered to Landlord; and

     

    (c) Each
sublease shall provide that:  (i) it is subject and subordinate to
this Lease and all interests to which this Lease is subordinate; (ii) Landlord
may enforce the provisions of the sublease, including collection of rents; and
(iii) on termination of this Lease or re-entry or repossession of the Premises
by Landlord, 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 but that nevertheless Landlord shall
not be: (x) liable for any previous act or omission of Tenant under such
sublease; (y) subject to any defense or offset previously accrued in favor of
the subtenant against Tenant; or (z) bound by any previous modification of such
sublease made without Landlord's written consent or by any previous prepayment
of more than one (1) month's rent.

     

    19.7.6 Material
Modification.  No material modification or amendment shall be
made to a sublease without the prior written consent of
Landlord.  Landlord shall not unreasonably withheld, delay or
condition such consent.

     

    SECTION
19.8    New
Offer.  If Tenant fails to execute and deliver an assignment or
sublease embodying the terms set forth in Tenant's Offer made pursuant to Section 19.3 to which
Landlord has consented without material variance from such terms (which in the
case of the rental and other financial terms shall mean a variance not in excess
of seven and one-half percent (7-1/2%) and in the case of the other terms shall
mean that they are substantially the same) within one hundred twenty (120) days
after the giving of such consent, then Landlord's consent shall be void, and
Tenant shall again comply with all of the provisions and conditions of this
Article 19
before assigning this Lease or subletting all or part of the
Premises.  It is expressly understood and agreed that, if Tenant
proposes to make an assignment or sublease to an assignee or sublessee other
than the assignee or sublessee to which Landlord has consented or to the same
assignee or sublessee to which Landlord has consented but upon terms which vary
materially (as defined above) from the terms of Tenant's Offer made pursuant to
Section 19.3,
Tenant shall first again comply with all of the provisions and conditions of
this Article 19
before entering into such assignment or sublease.  Reference in this
Section 19.8 to
compliance with the provisions and conditions of this Article 19 shall
include without limitation the making of a new Offer to Landlord pursuant to
Section
19.3.

     

    SECTION
19.9    Additional
Charges.

     

    (a) If
Landlord shall consent to any assignment of this Lease, Tenant shall, in
consideration therefor, pay to Landlord, as Additional Rent, an amount equal to
fifty percent (50%) of (i) all sums and other consideration paid to Tenant by
the assignee for such assignment (including sums paid for the purchase or rental
of Improvements and/or Tenant's Property to the extent such sums are greater
than the lesser of (A) the fair market sale or rental value of the Improvements
and/or Tenant's Property being sold or rented or (B) the unamortized cost of
such Improvements and/or Tenant's Property as shown on Tenant's Federal tax
returns) less
(ii) reasonable brokerage commissions, reasonable legal fees, reasonable
advertising costs and construction costs or allowances, to the extent actually
incurred or granted by Tenant in connection with such assignment which amount
shall be paid to Landlord within fifteen (15) days of Tenant's receipt
thereof.

     

     

     

     

    
      
        
        

      

      
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    (b) If
Landlord shall consent to any sublease, Tenant shall, in consideration thereof,
pay to Landlord, as Additional Rent, an amount equal to fifty percent (50%) of
(i) the base rent, additional rent or other payments received by Tenant under
such sublease, as reduced by an amount equal to reasonable brokerage
commissions, reasonable legal fees, reasonable advertising costs and
construction costs or allowances, to the extent actually incurred or granted by
Tenant in connection with such sublease, less (ii) the Base
Rent payable by Tenant pursuant to Article 4 and the
Additional Rent payable by Tenant pursuant to Article 5 during the
period of such sublease (the "Sublease Rent
Payment").  The Sublease Rent Payment shall be payable by
Tenant to Landlord within fifteen (15) days after receipt from the subtenant in
each case.  In calculating the Sublease Rent Payment, it is understood
that no rent shall be deemed to have been received by Tenant from the subtenant
during any free rent period granted by Tenant to the subtenant pursuant to the
sublease.

     

    (c) For
purposes of Section
19.9(b), the Base Rent and Additional Rent allocable to the subleased
space for any period shall equal the total Base Rent and Additional Rent
accruing during such period multiplied by a fraction, the numerator of which is
the rentable area of the subleased space and the denominator of which is the
rentable area of the Premises.

     

    SECTION
19.10    Acceptance
of Rent.  If this Lease is assigned, whether or not in
violation of the provisions of this Lease, Landlord may collect rent from the
assignee.  If the Premises or any part thereof are sublet, 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
sublessee.  In either event, Landlord may apply the net amount
collected to payment of Rents, but no such assignment, subletting or collection
shall be deemed a waiver of any of the provisions of this Lease, an acceptance
of the assignee or sublessee as a lessee, or a release of Tenant from the
performance by Tenant under this Lease.

     

    SECTION
19.11    Standards
of Landlord's Consent.  If Tenant desires to assign this Lease
or sublet all or any part of the Premises and Landlord withholds its consent or
conditions its consent and Tenant believes that Landlord did so unreasonably,
Tenant may prosecute an action for declaratory relief to determine if Landlord
properly withheld or conditioned its consent, but Tenant waives and discharges
any claims it may have against Landlord for monetary damages arising from
Landlord's withholding or conditioning its consent.  In any such
action, each party shall bear its own attorneys' fees.

     

    SECTION
19.12    Assignment
or Sublease to Affiliates.  Notwithstanding anything to the
contrary contained in this Article 19, Tenant
may assign this Lease or sublet all or any portion of the Premises to any
Affiliate of Tenant, in each case subject to the provisions of this Article 19 but
without complying with the provisions of Section 19.3 and
without being subject to the provisions of Sections 19.4 or
19.5 and
without obtaining Landlord's consent under Section 19.6 (it
being understood that the other conditions for subletting set forth in Section 19.6 shall be
applicable).  Tenant shall give Landlord at least thirty (30) days'
prior notice of any such assignment or subletting to an Affiliate of Tenant,
which notice shall include evidence that the assignee or sublessee is an
Affiliate of Tenant, and shall deliver to Landlord a photocopy of the assignment
agreement or sublease, as the case may be, within five (5) days after the
execution and delivery of the same by the parties thereto.

     

     

     

     

    
      
        
        

      

      
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    ARTICLE
20

     

    ESTOPPEL
CERTIFICATES

     

    SECTION
20.1    Estoppel
Certificates.  Within fifteen (15) days after any request by
Landlord therefor, Tenant shall execute and deliver to Landlord an estoppel
certificate, in form and substance reasonably satisfactory to Landlord,
addressed to Landlord or such Persons as Landlord may designate, certifying: (a)
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); (b) as to the Term Commencement Date, the Rent
Commencement Date and the Expiration Date and that there are no agreements with
Landlord to extend or renew the Lease Term or to permit any holding over (or if
there are any such agreements, describing them and specifying the periods of
extension or renewal or holdover); (c) the amount of Rents payable hereunder and
dates through which Rents have been paid; (d) as to whether, to the knowledge of
Tenant, Landlord is in default in performance of any of its obligations under
this Lease, and specifying each default of which Tenant has knowledge; (e) as to
whether, to the knowledge of Tenant, any event has occurred that, with the
giving of notice or passage of time, or both, would constitute a default by
Landlord under this Lease and, if such an event has occurred, specifying each
such event; (f) as to whether Tenant is entitled to any abatement or refund of,
or credit or offset against, payment of Rents, and, if so, describing them; (g)
that Tenant has no rights or options to purchase the Premises or the Building;
(h) that Tenant is the only occupant of the Premises, or if there are other
occupants, subtenants or assignees, the identity of such Persons; (i) as to
whether Tenant has accepted possession of the Premises; and (j) any other matter
Landlord may reasonably request.  An estoppel certificate issued by
Tenant pursuant to this Section 20.1 shall be
a representation and warranty by Tenant that may be relied upon by Landlord and
by others with whom Landlord may be dealing, without the necessity of
independent investigation.  If Tenant fails to execute and deliver an
estoppel certificate within fifteen (15) days after a request therefor, such
failure shall constitute a default under this Lease.

     

    ARTICLE
21


     

    EXPANSION

     

    SECTION
21.1    Notification
by Landlord.  At any time during the period from the Lease Date
until September 30, 2012 that Landlord becomes aware that any full floor above
the 24th floor of the Building (the "Available Space") will become
available for leasing to the general public, Landlord shall endeavor to give
Tenant notice of such availability (an "Availability
Notice").  However, it is understood that Landlord shall have
no liability to Tenant if it fails for any reason to give any Availability
Notice.  Landlord hereby gives Tenant an Availability Notice that, in
the event that Suntory International, Inc. fails or declines to exercise the
expansion option granted to it in its lease, the 36th floor of the Building will
become available on May 20, 2012.  It is understood that nothing in
this Section
21.1 or elsewhere in this Lease shall be construed to place any
obligation upon Landlord or to grant an option, right of first offer, right of
first refusal, right to negotiate or any other right to Tenant with respect to
any Available Space.

     

     

     

     

    
      
        
        

      

      
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    ARTICLE
22

     

    BROKER

     

    SECTION
22.1    Broker.  Tenant
agrees to indemnify, defend and hold Landlord harmless from and against any
claims for any brokerage commission or finder's fee with respect to this Lease
made against Landlord by any Person (other than Landlord's Broker and Tenant's
Broker) not employed by Landlord in connection with the leasing of the Premises
to Tenant based upon dealings of such Person with Tenant or Tenant's Broker and
from and against all costs, expenses and liabilities incurred in connection with
such claims, including reasonable attorneys' fees and
disbursements.  Landlord agrees to indemnify, defend and hold Tenant
harmless from and against any claims for any brokerage commission or finder's
fee with respect to this Lease made against Tenant by any Person (including
Landlord's Broker and Tenant's Broker) not employed by Tenant in connection with
the leasing of the Premises to Tenant based upon dealings of such Person with
Landlord or Landlord's Broker and from and against all costs, expenses and
liabilities incurred in connection with such claims, including attorneys' fees
and disbursements.  Commissions, if any, due to Landlord's Broker
and/or Tenant's Broker shall be paid by Landlord pursuant to a separate
agreement or agreements.

     

    ARTICLE
23


     

    CONDITIONAL
LIMITATIONS

     

    SECTION
23.1    Conditional
Limitations.  The Lease and the estate hereby granted are
subject to the limitations that:

     

    23.1.1 Failure
to Pay Rents.  If Tenant shall fail to pay any portion of Base
Rent or Additional Rent when due or shall fail to replenish the Security Deposit
in any case within the period specified in Section 25.4 and such
failure shall continue for five (5) days after notice thereof by Landlord to
Tenant;

     

    23.1.2 Failure
to Take Possession; Abandonment.  If Tenant shall fail to take
possession of the Premises within twenty (20) days after possession is tendered
by Landlord, or if Tenant shall abandon the Premises;

     

    23.1.3 Failure
to Perform Under This Lease.  If Tenant shall fail to observe
and perform any provision of this Lease (other than those specifically mentioned
in this Section
23.1) to be observed or performed by Tenant and such failure continues
for twenty (20) days after notice thereof by Landlord to Tenant, unless, if the
nature of such failure is such that it cannot reasonably be cured within such
twenty (20) day period, (a) within such twenty (20) day period Tenant notifies
Landlord in writing that it intends to cure such failure and actually commences
to cure such failure and (b) Tenant thereafter diligently proceeds to complete
such cure within a reasonable time not to exceed ninety (90) days;

     

     

     

     

    
      
        
        

      

      
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    23.1.4 Failure
to Perform Under Other Leases.  If Tenant shall fail to observe
and perform any provisions of any other lease with Landlord of space in the
Building to be observed or performed by Tenant, where such failure continues
beyond any grace period set forth in such other lease for the remedying of such
failure;

     

    23.1.5 Admission
of Inability to Pay Debts.  If Tenant shall be unable to, or
shall admit its inability to, pay its debts as they become due;

     

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

     

    23.1.7 General
Assignment.  If Tenant shall make an assignment for the benefit
of creditors;

     

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

     

    23.1.9 Appointment
of Trustee.  If a trustee, receiver or other custodian is
appointed for any substantial part of the assets of Tenant which appointment is
not vacated or effectively stayed within sixty (60) days;

     

    23.1.10 Tenant's
Acquiescence.  If Tenant shall take any action in furtherance
of, or indicating its consent to, approval of, or acquiescence in, any of the
acts set forth in Sections 23.1.8 or
23.1.9;

     

    23.1.11 Hypothecation,
Assignment or Subletting.  If this Lease shall be hypothecated
or assigned or if the Premises shall be sublet, or if there shall be attempts at
such actions, in violation of the provisions of Article
19;

     

     

     

     

    
      
        
        

      

      
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    23.1.12 Legal
Process.  If Landlord, on two (2) or more occasions in any
twenty-four (24) month period, institutes legal proceedings to recover
possession of the Premises from Tenant on account of defaults; or

     

    23.1.13 Multiple
Breaches.  If within any period of twelve (12) months, a breach
of the kind set forth in Section 23.1.1 or 23.1.3 shall occur on
two (2) separate occasions, and notice thereof shall be given to Tenant under
the aforesaid section and either (a) Tenant shall cure such breach within the
applicable cure period or (b) Landlord shall, in its sole discretion, permit
Tenant to cure such breach after the applicable cure period has
expired,

     

    then, in
any of such events, Landlord may, at any time thereafter, give notice to Tenant
stating that this Lease and the Lease Term shall automatically expire and
terminate on the date specified in such notice, which date shall be three (3)
days after the giving of such notice, and upon the expiration of such three (3)
day period, this Lease and the Lease Term and all rights of Tenant under this
Lease shall automatically expire and terminate as if the date on which such
three (3) day period expires were the Expiration Date, and Tenant shall
immediately quit and surrender the Premises to Landlord.

     

    SECTION
23.2    Remedies and
Damages.

     

    23.2.1 Surrender
and Re-Entry.  If (a) Tenant shall fail to pay Base Rent or
Additional Rent when due and such failure shall continue for five (5) days after
notice thereof from Landlord to Tenant or (b) this Lease shall expire and
terminate as provided in Section 23.1, then in
either such case, Tenant shall immediately quit and peacefully surrender the
Premises to Landlord, and Landlord and its agents may immediately, or at any
time thereafter, without further notice, re-enter the Premises, either by
summary proceedings or by any other applicable action or proceeding or
otherwise, and remove all Persons and property from the Premises.  The
removed property may be stored in a public warehouse or elsewhere at the cost of
and for the account of Tenant.  The terms "re-enter," "re-entry" or
"re-entered" as used in this Lease shall not be deemed to be restricted to their
technical legal meanings.

     

    If (a)
Landlord shall have re-entered the Premises as provided in this Section 23.2.1 or (b)
this Lease shall have terminated and expired as provided in Section 23.1, then,
in either such case, Landlord may relet the Premises from time to time, either
in the name of Landlord or otherwise, to such tenant or tenants, for such term
or terms ending before, on or after the Expiration Date, at such rental or
rentals and upon such other conditions (that may include concessions and free
rent periods) as Landlord may determine; provided, however, that
Landlord shall not be liable for refusal or failure to relet the Premises, or,
in the event of any such reletting, for refusal or failure to collect any rent
due upon any such reletting, and no such refusal or failure shall operate to
relieve Tenant of any liability under this Lease or otherwise affect any such
liability.  Landlord may make such repairs, replacements, alterations,
additions, improvements, decorations and other physical changes in and to the
Premises as Landlord, in its sole discretion, considers advisable or necessary
in connection with any such reletting or proposed reletting, without relieving
Tenant of any liability under this Lease or otherwise affecting any such
liability.

     

     

     

     

    
      
        
        

      

      
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    23.2.2 Waiver of
Notice and Redemption.  Tenant hereby waives (a) the service of
any notice of intention to re-enter and (b) all rights of Tenant to redeem the
Premises or to restore the operation of this Lease, after (i) Tenant shall have
been dispossessed or ejected by a judgment or by warrant of any court, (ii) any
re-entry by Landlord or (iii) any expiration or termination of this Lease and
the Lease Term, whether such dispossession, ejection, re-entry, expiration or
termination shall be by operation of law or pursuant to the provisions of this
Lease.

     

    23.2.3 Damages.  If
this Lease and the Lease Term shall terminate as provided in Section 23.1 or if
Landlord shall re-enter the Premises as provided in Section 23.2.1
hereof, then, in any of such events:

     

    (a) Tenant
shall pay to Landlord all Base Rent and Additional Rent to the date upon which
this Lease and the Lease Term shall have expired or to the date of re-entry upon
the Premises by Landlord, as the case may be;

     

    (b) Tenant
also shall pay to Landlord, as damages, any deficiency (a "Deficiency") between the Rents
for the period that otherwise would have constituted the unexpired portion of
the Lease Term and the net amount, if any, of rents collected under any
reletting effected pursuant to the provisions of Section 23.2.1 for
any part of such period (first deducting from the rents collected under any such
reletting all of Landlord's expenses in connection with the termination of this
Lease, Landlord's re-entry upon the Premises and with such reletting including
all repossession costs, brokerage commissions, attorneys' fees and
disbursements, alteration costs and other expenses of preparing the Premises for
such reletting).  Any such Deficiency shall be paid in monthly
installments by Tenant on the days specified in this Lease for payment of
installments of Base Rent, and Landlord shall be entitled to recover from Tenant
each monthly Deficiency as the same shall arise, and no suit to collect the
amount of the Deficiency for any month shall prejudice Landlord's right to
collect the Deficiency for any subsequent month by a similar proceeding;
and

     

    (c) Whether
or not Landlord shall have collected any monthly Deficiency as aforesaid,
Landlord may elect, at any time, to recover from Tenant, and Tenant shall pay to
Landlord on demand, in lieu of any further Deficiency as and for liquidated
damages, a sum equal to the amount by which the Rents for the period that
otherwise would have constituted the unexpired portion of the Lease Term exceeds
the then fair market rental value of the Premises for the same period, both
discounted to present value at the rate of six percent (6%) per annum less the
aggregate amount of Deficiencies theretofore collected by Landlord for the same
period.

     

    23.2.4 Rents
from Reletting.  If the Premises shall be relet together with
other space in the Building, the rents collected or reserved under any such
reletting and the expenses of any such reletting shall be equitably
apportioned.  Tenant shall not be entitled to any rents collected or
payable under any reletting, whether or not such rents shall exceed the Rents
reserved in this Lease.  Nothing contained in this Article 23 shall be
deemed to limit or preclude the recovery by Landlord from Tenant of the maximum
amount allowed to be obtained as damages by any laws, or of any sums or damages
to which Landlord may be entitled in addition to the damages set forth in Section
23.2.

     

     

     

     

    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

     

     

    23.2.5 Monies
Received.  Any monies received by Landlord from or on behalf of
Tenant during the pendency of any proceedings between Landlord and Tenant shall
be deemed paid as compensation for the use and occupancy of the Premises, and
the acceptance of any such compensation by Landlord shall not be deemed an
acceptance of Rents or a waiver on the part of Landlord of any rights
hereunder.

     

    23.2.6 Equitable
Remedies.  Following a breach or threatened breach by Tenant of
any of the provisions hereof, Landlord shall have the right to seek injunctive
relief and the right to invoke any remedy allowed at law or in
equity.

     

    SECTION
23.3    Waiver of
Trial by Jury and Counterclaims.  Landlord and Tenant each
waive trial by jury in any action, proceeding or counterclaim brought by either
of them against the other on any matters not relating to personal injury or
property damage but otherwise arising out of or in any way connected with this
Lease, the relationship of Landlord and Tenant or Tenant's use or occupancy of
the Premises or the operation, maintenance or control of the
Building.  Tenant shall not interpose any counterclaim it may
otherwise assert in any summary proceeding whether such summary proceeding is
based on nonpayment of Rents or on Tenant's holding over after expiration of the
Lease Term or on any other basis pursuant to Article 7 of the New York Real
Property Actions and Proceedings Law, unless by not interposing such
counterclaim Tenant would be barred from asserting such counterclaim in a
separate action or proceeding.  The provisions of this Section 23.3 shall
survive the expiration or earlier termination of the Lease Term.

     

    SECTION
23.4    No
Holdover by Tenant.  Tenant waives any rights under Section
2201 of the New York Civil Practice Law and Rules in connection with any
holdover proceedings that Landlord may institute against Tenant.  If
the Premises are not surrendered upon the expiration or earlier termination of
this Lease with respect to all or any portion of the Premises, Tenant hereby
indemnifies Landlord against any loss, cost, injury, damage, claim, expense or
liability (including attorneys' fees and disbursements) resulting from delay by
Tenant in so surrendering the Premises or such portion thereof, including any
claims made by any succeeding tenant or prospective tenant founded upon such
delay.  Tenant's obligations under this Section 23.4 shall
survive the expiration or earlier termination of the Lease Term.

     

    SECTION
23.5    Landlord's
Right to Cure.  Landlord may, but shall not be obligated to,
cure any default by Tenant under this Lease at any time after notice and the
lapse of any cure period, if any, included within the conditional limitation to
which such default relates, but without further notice.  Whenever
Landlord so elects, all costs and expenses incurred by Landlord in curing any
such default, including attorneys' fees and disbursements, together with
interest on the amount of costs and expenses so incurred at the Interest Rate,
shall be paid by Tenant to Landlord on demand, as Additional Rent.

     

    SECTION
23.6    Effects
of Waivers of Breach; No Other Waiver.  No consent or waiver,
express or implied, by Tenant or Landlord of any breach of any obligation of the
other party shall be construed as a consent or waiver to or of any other breach
of the same or any other obligation.  The failure of Landlord at any
time to insist upon the strict performance of any obligation of Tenant or to
exercise any right or remedy herein contained shall not be construed as a waiver
or relinquishment of the performance of such obligation or of the right to
exercise any right or remedy in the future.  Without limiting the
generality of the foregoing, the receipt or acceptance by Landlord of Rents or
the payment by Tenant of Rents with knowledge of a breach by the other party of
any term of this Lease shall not be deemed a waiver of such breach.

     

     

     

     

    
      
        
        

      

      
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    SECTION
23.7    Remedies
Not Exclusive.  The rights and remedies of Landlord provided in
this Lease for a breach by Tenant are cumulative and not exclusive, and the
exercise by Landlord of any other right or remedy it may have shall not preclude
the concurrent or subsequent exercise of any other right or remedy it may have
pursuant to this Lease, at law or in equity.

     

    SECTION
23.8    Payment
of Landlord's Expenses.  Any expenses incurred by Landlord in
connection with any performance by it for the account of Tenant and all costs
and expenses, including attorneys' fees, involved in collecting Rents or
enforcing the obligations of Tenant under this Lease, including the cost and
expense of instituting and prosecuting legal proceedings or recovering
possession of the Premises after breach by Tenant or upon expiration or earlier
termination of this Lease, shall be due and payable by Tenant, on demand, as
Additional Rent.

     

    ARTICLE
24


     

    MISCELLANEOUS

     

    SECTION
24.1    No
Recording.  Tenant shall not record this Lease or any
memorandum thereof.

     

    SECTION
24.2    Entire
Agreement.  This Lease contains all of the agreements and
understandings related to the leasing of the Premises and the respective
obligations of Landlord and Tenant in connection therewith.  All prior
agreements and understandings between the parties have merged into this
Lease.

     

    SECTION
24.3    Amendments.  No
agreement shall be effective to amend, change, modify, waive, release, discharge
or terminate this Lease, in whole or in part, unless such agreement is in
writing, refers expressly to this Lease, and is signed by Landlord and
Tenant.

     

    SECTION
24.4    Successors.  Except
as otherwise expressly provided herein, the obligations of this Lease shall bind
and benefit the successors and assigns of the parties hereto; provided, however, that no
assignment, sublease or other transfer in violation of the provisions of Article 19 shall
operate to vest any rights in any putative assignee, sublessee or transferee of
Tenant.

     

    SECTION
24.5    Force
Majeure.  Except as otherwise provided in this Lease, neither
party shall have any liability whatsoever to the other party on account of its
inability to timely fulfill any of its obligations under this Lease by reason of
any strike, lockout or other labor trouble; inability to obtain labor,
materials, coal, oil, or other suitable fuel or reasonable substitutes therefor
or the failure of the supply of any thereof; acts of God, fire or other casualty
(subject, in the case of fire or other casualty affecting the Building, to the
provisions of Article
13); governmental preemption of priorities or other controls in
connection with a public emergency; governmental restrictions or requirements of
laws; enemy or hostile governmental action; civil commotion; or any other cause
beyond its reasonable control (the foregoing events are collectively referred to
as "Force
Majeure").  If this Lease specifies a time period for
performance of an obligations that time period shall be extended by the period
of any delay in performance caused by any of the events of Force
Majeure.  Notwithstanding anything to the contrary contained in the
foregoing, it is expressly understood and agreed that this Section 24.5 shall
not relieve Tenant of any obligation under this Lease which involves the payment
of Rent or other monetary amounts, so that such payment shall be required to be
made by Tenant on the due date thereof specified herein notwithstanding the
occurrence of any event of Force Majeure.

     

     

     

     

    
      
        
        

      

      
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    SECTION
24.6    Construction
on Adjacent Premises.  If any excavation or other construction
shall be made on any premises adjoining or above or below the Building, Tenant
shall permit Landlord or the adjoining owner, and their respective agents,
employees, licensees and contractors to enter upon the Premises and to shore the
walls thereof and to erect scaffolding and/or protective barricades around the
Building (but not so as to preclude entry thereto) and to do any act or thing
necessary for the safety or preservation of the Building.  Tenant's
obligations under this Lease shall not be affected by any such construction or
excavation work, shoring-up, scaffolding or barricading.  Landlord
shall not be liable for any inconvenience, disturbance, loss of business or any
other annoyance arising from such construction, excavation, shoring-up,
scaffolding or barricades, but if Landlord is performing such work, Landlord
shall use reasonable efforts, consistent with commonly accepted construction
practices in the vicinity, to cause as little inconvenience to Tenant as
possible and to expeditiously complete the work.

     

    SECTION
24.7    Interpretation.

     

    24.7.1 Governing
Law.  This Lease shall be governed by, and be construed in
accordance with, the laws of the State of New York.

     

    24.7.2 Invalidity.  If
any provision of this Lease or the application thereof to any Person or
circumstance shall be invalid or unenforceable, the remainder of this Lease and
the application of that provision to other Persons or circumstances shall not be
affected but rather shall be enforced to the fullest extent permitted by
law.

     

    24.7.3 Captions.  The
Table of Contents, captions, headings and titles of this Lease are solely for
convenience of reference and shall not affect its interpretation.

     

    24.7.4 Presumptions.  This
Lease shall be construed without regard to any presumption or other rule
requiring construction against the party drafting a document.  It
shall be construed neither for nor against Landlord or Tenant, but shall be
given a reasonable interpretation in accordance with the plain meaning of its
terms and the intent of the parties.

    24.7.5 Number
and Gender.  All words used in this Lease, regardless of the
number or gender in which they are used, shall be deemed to include any other
number and any other gender as the context may require.

     

     

     

     

    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    

     

     

    24.7.6 Exhibits.  All
exhibits appended to this Lease are incorporated herein and by this reference
made a part hereof.

     

    SECTION
24.8    Joint and
Several Liability.  If at any time during the Lease Term,
Tenant comprises more than one Person, all such Persons shall be jointly and
severally liable for payment of Rents and for performance of every obligation of
Tenant under this Lease.

     

    SECTION
24.9    Submission
of Lease.  The submission of this Lease to Tenant or its
broker, agent or attorney for review or signature does not constitute an offer
to Tenant to lease the Premises or the granting of an option to do
so.  This instrument shall have no binding force or effect until its
execution and delivery by both Landlord and Tenant.

     

    SECTION
24.10    Notices From One Party to
the Other; Consents and Approvals.

     

    (a) Unless
otherwise expressly provided herein, in order to be effective, any notice or
demand hereunder shall be in writing and shall be personally delivered, sent by
a nationally recognized courier service, or mailed by registered or certified
mail, return receipt requested, addressed, (i) if to Tenant, at the Address of
Tenant  to the attention of Mr. Laurence Mascera, or at such other
address as Tenant shall have last designated by notice in writing to Landlord,
and (ii) if to Landlord, to the Address of Landlord or at such other address as
Landlord shall have last designated by notice in writing to Tenant, with a copy
to Peter Figdor, Esq., Salans, 620 Fifth Avenue, New York, New York
10020.  Notices shall be deemed received when personally delivered or
upon receipt if mailed or sent by a courier service.

     

    (b) Any
consent or approval required hereunder must be in writing and signed by the
party giving such consent or approval.

     

    SECTION
24.11    Partnership
Tenant.  If Tenant is a partnership (or is comprised of two or
more Persons, individually or as co-partners of a partnership) or if Tenant's
interest in this Lease shall be assigned to a partnership (or to two or more
Persons, individually or as co-partners of a partnership) in a manner permitted
under Article
19 (such Persons are referred to as "Partnership Tenant"), the following
provisions shall apply to such Partnership Tenant: (a) the liability of each of
the partners of Partnership Tenant shall be joint and several; (b) if
Partnership Tenant shall admit new partners, all of such new partners shall, by
their admission to Partnership Tenant, be deemed to have assumed joint and
several liability for the performance of all of the provisions of this Lease on
Tenant's part to be observed and performed; and (c) Partnership Tenant shall
give prompt notice to Landlord of the admission of any such new partners, and
upon demand of Landlord, shall cause each such new partner to execute and
deliver to Landlord an agreement in form satisfactory to Landlord, wherein each
such new partner shall assume joint and several liability for the performance of
all the provisions of this Lease on Tenant's part to be observed and performed,
but neither Landlord's failure to request any such agreement nor the failure of
any such new partner to execute or deliver any such agreement to Landlord shall
vitiate the provisions of Clause (b) of this Section
24.11.

     

    SECTION
24.12    No
Representations by Landlord.  Except as expressly set forth in
this Lease, Landlord and Landlord's agents have made no representations,
warranties or promises whatsoever with respect to the Premises, the Building,
the land underlying the Building, the rents, leases, Taxes, expenses of
operation or any other matter or thing, and no rights, easements or licenses are
acquired by Tenant by implication or otherwise except as expressly set forth in
this Lease.  Tenant represents and warrants that it is fully familiar
with the Premises and the Building and has thoroughly inspected
same.  The taking of possession of the Premises by Tenant shall be
conclusive evidence that the Premises and the Building of which the same form a
part were in good and satisfactory condition at the time such possession was so
taken, except as to any latent defects and except as to matters advised by
Tenant to Landlord within fifteen (15) days after the Term Commencement
Date.

     

     

     

    
      
        
        

      

      
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    SECTION
24.13    Directory
Listings.  Landlord shall maintain a Building directory in the
ground floor lobby of the Building and, at Tenant's request, shall maintain on
such Building directory, a listing of the name of Tenant and each officer of
Tenant; provided that the
names so listed shall not exceed Tenant's Share of the available listings on
such directory.  Tenant shall not be charged for the initial set up of
Tenant's directory listings.  The reasonable charge of Landlord for
any changes in such listings from time to time requested by Tenant shall be paid
by Tenant as Additional Rent within fifteen (15) days after demand
therefor.

     

    SECTION
24.14    Urban
Plaza Permit.  This Lease is subject to the conditions set
forth in the special permit granted by the New York City Planning Commission on
September 19, 1984 pursuant to Section 81-232 of the Zoning Resolution of the
City of New York relating to the Building's urban plaza (the "Urban Plaza
Permit").  Tenant confirms that it has received a copy of the
Urban Plaza Permit from Landlord and has reviewed the conditions
thereof.

     

    ARTICLE
25


     

    SECURITY
DEPOSIT

     

    SECTION
25.1      Form of
Security Deposit.  As security for the full and punctual
performance by Tenant of all of the terms and conditions of this Lease, Tenant
shall deposit One Million Three Hundred Twenty Four Thousand Dollars
($1,324,000.00) (the "Security
Deposit") with Landlord by an irrevocable letter of credit (such letter
of credit and all renewals and replacements thereof are referred to herein as
the "Letter of Credit")
in the form of Exhibit
"E" annexed hereto and made a part hereof and otherwise in form and
substance satisfactory to Landlord and issued in the Borough of Manhattan, State
of New York to Landlord as the sole beneficiary thereunder by a bank or trust
company (the "Issuing
Institution") acceptable to Landlord and having an expiration date of no
later than three hundred sixty-five (365) days after its date of issuance; provided, however, that the
final Letter of Credit shall have a maturity which is not earlier than sixty
(60) days after the Expiration Date.  The Letter of Credit shall not
limit the number of times that Landlord is entitled to draw thereunder and shall
be transferable by Landlord to any successor to Landlord's position as landlord
under this Lease without cost to Landlord or such successor.  The
Security Deposit shall be placed with Landlord by Tenant concurrently with the
signing of this Lease by Tenant.

     

    SECTION
25.2      Landlord's
Right to Draw on the Security Deposit.  Whenever Tenant is in
default under this Lease and such default has continued after any applicable
notice has been delivered to Tenant and beyond any applicable cure period or
whenever Tenant is obligated to Landlord under the provisions of Section 23.2.3 or
whenever Landlord has obtained a judgment against Tenant based on a claim
arising out of this Lease, Landlord may draw the amount of such default,
obligation or judgment, as the case may be, against the Letter of Credit or use,
apply or retain the whole or any part of the Security Deposit held in cash to
the extent required for the payment of any Rent or for any sum which Landlord
may expend or be required to expend by reason of Tenant's
default.  The Letter of Credit may be drawn upon by presentation to
the Issuing Institution of a statement of any officer of Landlord certifying
that Landlord is entitled to draw such amount pursuant to the terms of this
Lease.  Tenant shall have no right to demand that the Security Deposit
be applied to any of the obligations of Tenant hereunder and such application
shall not constitute the cure by Tenant of the underlying default to which the
Security Deposit is so applied.

     

     

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

     

     

    SECTION
25.3     Non-Renewal.  If
any Letter of Credit required to be maintained under this Article 25 is not
renewed or replaced on or before the thirtieth (30th) day prior to its
expiration with a renewal or replacement Letter of Credit meeting the
requirements of this Article 25, then
Landlord, at any time after such thirtieth (30th) day and prior to such renewal
or replacement, may draw on such Letter of Credit for the undrawn amount of such
Letter of Credit and deposit the proceeds of such draw into a segregated account
maintained by Landlord at a commercial or savings bank selected by Landlord and
Landlord shall have the right to draw on such proceeds whenever Landlord would
have had the right to draw on the Letter of Credit, if such Letter of Credit had
been renewed or replaced.  Such draws of such proceeds shall be deemed
to be draws made by Landlord pursuant to Section
25.2.  Any renewal or replacement Letter of Credit shall be
deposited with and held by Landlord.

     

    SECTION
25.4     Obligation
to Replenish.  In the case of every use, application or
retention of the Security Deposit, Tenant shall, within three
(3)  Business Days after demand, either pay to Landlord the sum so
used, applied or retained, which shall be added to the Security Deposit, or
increase the Letter of Credit by such sum, so that the Security Deposit shall be
replenished to the amount which Tenant is required to maintain
hereunder.

     

    SECTION
25.5     Reduction
of Security Deposit.  Tenant shall have the right to reduce the
Security Deposit by Two Hundred Twenty Thousand Six Hundred Sixty Six and 67/100
Dollars ($220,666.67) on each of July 1, 2010, January 1, 2012 and July 1, 2013
(each a "Reduction
Date"), provided that on such Reduction Date Tenant is in full compliance
with its obligations under this Lease and no default under this Lease has
occurred and is then continuing.  Anything to the contrary contained
in this Section
25.5 notwithstanding, the Security Deposit shall not be reduced below Six
Hundred Sixty Two Thousand Dollars ($662,000.00).  Tenant may effect
each reduction in the Security Deposit to which it is entitled hereunder either
(a) by an amendment to the then existing Letter of Credit or (b) by a
replacement Letter of Credit in the reduced amount and otherwise meeting the
requirements of this Article 25, upon
receipt of which Landlord shall deliver to Tenant the then existing Letter of
Credit.

     

     

     

     

    
      
        
        

      

      
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    ARTICLE
26

     

    CERTAIN
DEFINITIONS

     

    SECTION
26.1     Certain
Definitions.  Whenever used in this Lease, the following terms
shall have the indicated meanings:

     

    Affiliate:  As
to any party, means a Person who directly or indirectly controls, is controlled
by, or is under common control with, such party.  Control shall mean
ownership of 51% or more of the voting shares or other voting interests of the
controlled entity.

     

    Alteration:  Any
improvement, repair, change or alteration to the Premises, including, without
limitation, Tenant Improvements.

     

    Building
Equipment:  All machinery, apparatus, equipment, personal
property, fixtures and systems of every kind and nature whatsoever now or
hereafter attached to, or used in connection with the operation or maintenance
of, the Building, including all electrical, heating, mechanical, sanitary,
sprinkler, utility, power, plumbing, cleaning, fire prevention, refrigeration,
ventilating, air cooling, air conditioning, elevator and escalator systems
apparatus and equipment and any and all renewals and replacements, but excluding
(i) Tenant's Property, (ii) property of any other tenant, (iii) property of
contractors servicing the Building and (iv) water, gas, steam and electricity
and other similar equipment owned by any public utility company or any
governmental agency or body.

     

    Business
Days:  Monday through Friday, other than Federal or New York
State legal holidays, and such other days as shall be designated as holidays by
the applicable operating engineers' union or building service employees' union
contract.

     

    Business
Hours:  From 8:00 a.m. to 6:00 p.m. on Business
Days.

     

    Hazardous Material:
Any chemical, material, element, compound, solution, mixture, substance or other
matter of any kind which is a hazardous substance, hazardous material or words
to similar effect as defined in any law, or to which exposure is prohibited,
limited or regulated by law.

     

    law(s):  The
terms "law," "laws," "provisions of law," "requirements of law," and words of
similar import shall mean present and future laws, statutes, ordinances, codes
(including building and fire codes), rules, regulations, requirements,
judgments, arbitration awards or decisions, rulings, decrees, executive,
judicial and other orders and directives of any or all of the federal, state,
county and city governments and all agencies, authorities, bureaus, courts,
departments, subdivisions or offices thereof, and of any other governmental,
public or quasi-public authorities (including the board of fire underwriters or
other insurance body) having jurisdiction over the Building or the Premises, and
the direction of any public officer pursuant to law, whether now or hereafter in
force.  References to specific statutes include (a) successor statutes
of similar purpose and import and (b) all rules, regulations and orders made
thereunder.

     

     

     

    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    

     

     

     

    Person:  A
natural person, firm, corporation, limited liability company, partnership, joint
venture, trust (including any beneficiary thereof), association, unincorporated
association or other form of business or legal entity, as the case may
be.

     

    Rentable Area of the
Building:  605,000 rentable square feet.

     

    Termination
Date:  The Expiration Date or any earlier date on which the
Lease Term terminates.

     

     

     

     

     

     

     

    
 

    
      
         


      

      
        68 


        
          

        

      

      
         


      

    


     

     

     

    IN
WITNESS WHEREOF, Landlord and Tenant have hereunto executed this Lease by their
respective duly authorized representatives as of the day and year first above
written.

     

    


     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                LANDLORD:

                                                 

                                              	 
      	
                                                KATO
      INTERNATIONAL LLC,

                                                a
      Delaware limited liability company

                                              
	 	 	 	By: 	/s/
      Sadao Kato 
	 	 	 	 	Name: 
      Sadao Kato 
	 	 	 	 	Title:  
      President
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                TENANT:

                                                 

                                              	 
      	
                                                BROADPOINT
      SECURITIES GROUP,
      INC.,

                                                a
      New York corporation

                                              
	 	 	 	 	By: 	/s/
      Lee Fensterstock   	 
	 
      	 
      	 
      	 
      	 
      	
                                                Name: 
      Lee Fensterstock

                                              	 
      
	 
      	 
      	 
      	 
      	 
      	
                                                Title:   
      Chairman & CEO

                                              	 
      


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


     

     

     

     

    
 

     


    
      
         


      

      
        69 


        
          

        

      

      
         


      

    


    EXHIBIT
"A"

     

    


     

    Floor
Plan

     

     

     

     

    
 

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
 

    EXHIBIT
"B"

     

    Cleaning
Specifications

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    
 

    EXHIBIT
"C"


     

    Additional Heating and Air
Conditioning Rates

     

     

     

     

     

     

     

     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     

    
 

    EXHIBIT
"D"


     

    Rules and
Regulations

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    
 

    EXHIBIT
"E"


     

    FORM
OF IRREVOCABLE STANDBY LETTER OF CREDIT

     

    


     

    
      
        
          
          

        

      

    

     

     

     

     

     

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

     

     

    
 

    EXHIBIT
"F"


     

    Included
Property