Exhibit
10.49




SUBLEASE
AGREEMENT




SUBLEASE
AGREEMENT (this "Sublease" or this "Agreement") made and entered into as of the
14th day of
September, 2009, by and between Centerview Partners Holdings LLC f/k/a Pruzan
Holdings LLC, having an office at 31 West 52nd Street,
22nd Floor, New York, New York 10019 ("Sublessor"), and Epoch Investment
Partners, Inc., having an address at 640 Fifth Avenue, 18th Floor,
New York, New York 10019 ("Sublessee").




WITNESSETH:




WHEREAS,
Sublessor is the tenant under a certain lease agreement dated January 15, 2005,
(herein referred to as the "Master Lease", as the same may be hereafter amended
or supplemented as permitted by this Sublease) for the premises consisting of
the entire 19th Floor (the "Premises") in the Building known as 640 Fifth
Avenue, New York, New York 10019 (the "Building") with Vornado 640 Fifth Avenue
LLC ("Master Landlord") as landlord. The Premises is more particularly set forth
in Exhibit A attached hereto. Sublessee herein agrees to subordinate this
Sublease to the Master Lease and to those ground and underlying leases and
agreements and mortgages, renewals, modifications, consolidations, replacements,
and extensions thereto which may presently or in the future be hereafter placed
on the Premises by the Master Landlord. Sublessee shall not do, or fail to do,
any act that constitutes a violation or default of any of the terms or
conditions of the Master Lease or a mortgage referred to herein. Subject to
applicable notice and cure periods, Sublessee shall not exercise any right or
privilege, or do anything under this Sublease which would, subject to applicable
notice and cure periods, constitute a default or violation of any of the terms,
covenants or conditions of the agreements referred to in this paragraph, or fail
to perform an act, the failure of which would, subject to applicable notice and
cure periods, constitute a default or violation of any of the agreements
referred to in this paragraph. Sublessor represents that a true, correct and
complete copy of the Master Lease has been delivered to Sublessee by Sublessor
and except as otherwise set forth in this Sublease, the Master Lease is
incorporated herein by this reference. Capitalized terms used in this Sublease
and not defined shall have the meanings given to them in the Master
Lease.




WHEREAS,
Sublessee is currently occupying the 18th Floor of the Building pursuant to a
lease agreement dated September 24, 2004 between Master Landlord, as landlord
therein, and Sublessee, as tenant therein (the "Sublessee Existing
Lease").




WHEREAS,
Sublessor desires to sublet to Sublessee and Sublessee desires to rent from
Sublessor the Premises, which the parties agree consists of approximately 10,290
square feet on the 19th Floor of the Building.




NOW,
THEREFORE, in consideration of the mutual covenants and obligations herein set
forth, and subject to the terms and conditions herein contained, the parties
hereby agree as follows:





1.
 Sublease of
Premises. Sublessor hereby subleases the Premises to Sublessee, and
Sublessee hereby rents the Premises from Sublessor, pursuant to the terms and
conditions set forth in this Sublease.




2.  Term of Sublease.
This Sublease shall be for a term (the "Term") which commences on the
Commencement Date (as defined below) and ends on the Expiration Date (as defined
below), unless sooner terminated pursuant to any of the terms, covenants or
conditions of this Sublease or pursuant to law. In this Sublease, "Lease Year"
shall mean a period of twelve (12) consecutive months during the Term with the
exception of the first Lease Year. For purposes herein, the "Commencement Date"
shall mean the later to occur of (i) October 1, 2009 or (ii) the date that
Master Landlord‘s
written consent to this Sublease is delivered to the Sublessee in accordance
with Article 27 hereof together with the keys to the Premises. Notwithstanding
the Commencement Date, the "Expiration Date" of the Sublease shall be September
29,2015.




3.  Basic Rent. A. In
consideration for the sublease granted by this Agreement and as Basic Rent for
the Premises during the Term of this Sublease, Sublessee shall pay to Master
Landlord the sum of Seven Hundred Ten Thousand Ten Dollars and no cents
($710,010.00) (the "Basic Rent") payable in advance on the first day of each
month during the Term hereof in equal monthly installments in the sum of
Fifty-Nine Thousand One Hundred and Sixty Seven Dollars and Fifty Cents
($59,167.50), without demand therefor, each at the office of Master Landlord in
the manner consistent with the Sublessee Existing Lease, without any set-off or
deduction whatsoever, except as otherwise set forth in this Sublease. If the
Commencement Date is on a date which is not the first day of the calendar month,
the monthly installment of the Basic Rent shall be prorated according to the
number of days remaining in the month divided by the actual number of days in
that month. Similarly, if the Term shall end on a date which is not the last
days of the calendar month, the monthly installment of Basic Rent shall be
prorated according to the number of days in the month during which this Sublease
shall have been in full force and effect divided by the actual number of days in
that month. Notwithstanding anything herein to the contrary, if Sublessor is
entitled to an abatement of rent or any other credit or reduction of rent
pursuant to the Master Lease after the Rent Commencement Date, Sublessee shall
receive the benefit of such credit, reduction or abatement (as applicable)
provided that such credit or abatement is not unrelated to the Premises. In the
event such abatement of rent or other credit is allocated on a per square foot
basis, then such abatement of rent or other credit shall be passed along to
Sublessee on a pro-rata basis based upon the percentage that is obtained by
dividing (x) the amount of Basic Rent per square foot set forth herein by (y)
the amount of Basic Rent per square foot payable by Sublessor under the Master
Lease.




B.        
Rent Commencement
Date. The first Lease Year shall commence on the Commencement Date, but
Sublessee shall commence paying Basic Rent to Master Landlord on the date (the
"Rent Commencement Date") which is one-hundred and twenty (120) days after the
Commencement Date; provided that Sublessee shall not, in any event, commence
paying Basic Rent prior to February 1,2010. The first month‘s
payment of Basic Rent in the amount of Fifty-Nine Thousand One Hundred and Sixty
Seven Dollars and Fifty Cents ($59,167.50) shall be paid to Sublessor
contemporaneously with the execution and delivery of the Master Landlord‘s
written consent in accordance with Article 27 hereof. Thereafter, all Basic Rent
and Additional Rent payments by Sublessee shall be paid directly to the Master
Landlord in accordance with the terms and conditions
herein.


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4.  Additional Rent. A.
(i) Subject to (a) Sublessor‘s
obligation to pay any portion of same in accordance with this Sublease,
including, without limitation, the terms and provisions of this Article 4; and
(b) Articles 4(iii) and 4(iv) hereof, Sublessee shall pay to Master Landlord all
other charges due from Sublessor to Master Landlord under the Master Lease as
billed to Sublessor by Master Landlord pursuant to the Master Lease solely with
respect to the Premises, whether or not designated as "additional" rent, and
which are attributable to the Premises within ten (10) days of Sublessee‘s
receipt of notice thereof. Sublessor shall have the same rights and remedies for
Sublessee‘s
failure to pay any Additional Rent as for Sublessee‘s
failure to pay any Basic Rent. Sublessee‘s
failure to pay any component of Basic Rent on or before the date upon which such
sum is due and to pay any component of Additional Rent within seven (7) days of
the date upon which such sum is due shall thereafter accrue interest and late
fees in accordance with Article 23.2 of the Master Lease.




(ii)           Notwithstanding
anything to the contrary in the Master Lease, Sublessee shall pay Master
Landlord for electricity consumed in the Premises calculated as provided in
Section 5.3 of the Master Lease ("Electricity Additional Rent") on or prior to
the tenth (10th) day
after the date Master Landlord provides Sublessee with an invoice
therefore.




(iii)           Notwithstanding
anything to the contrary in this Sublease or in the Master Lease, commencing
July 1, 2010 and continuing on July 1st of each subsequent Lease Year during the
Term hereof, Sublessee shall pay Master Landlord as Additional Rent the
difference between (x) the then-effective Tax Payment payable by Sublessor, as
provided in Article 2 of the Master Lease, and (y) the Tax Payment required to
be made by Sublessor pursuant to Article 2 of the Master Lease with respect to
the Tax Year ending June 30, 2010 ("Sublessee‘s
Tax Payment") within ten (10) days after Master Landlord shall have furnished
Sublessee with written notice thereof, together with a copy of the Tax
Statement.




(iv)
Notwithstanding anything to the contrary in this Sublease or in the Master
Lease, commencing on January 1,2010 and continuing on January 1st of each
subsequent Lease Year during the Term hereof, Sublessee shall pay Master
Landlord as Additional Rent the difference between (x) the then-effective
Operating Expense Payment payable by Sublessor, as provided in Article 2 of the
Master Lease, and (y) the Operating Expense Payment required to be made by
Sublessor pursuant to Article 2 of the Master Lease with respect to the
Operating Expense Year ending December 30, 2009 ("Sublessee‘s
Operating Expense Payment") within ten (10) days after Master Landlord shall
have furnished Sublessee with written notice thereof, together with a copy of
the Operating Expense Statement.




B.      Notwithstanding anything to the contrary
contained in this Article 4 or elsewhere in this Sublease, (i) Sublessee shall
pay the Additional Rent and the Basic Rent directly to the Master Landlord in
the manner consistent with the Sublessee Existing Lease and (ii) Sublessee shall
have the same rights that Sublessor has under the Master Lease to challenge any
component of Additional Rent provided Sublessee notifies Sublessor of same ten
(10) days prior to the final date set forth for such challenge in the Master
Lease unless Master Landlord affords Sublessee the right to challenge Additional
Rent directly.


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5  Security
Deposit.




A.  
Subject to the terms of this Article 5, Sublessee, on the date hereof, shall
deposit with Sublessor, as security for the performance of Sublessee‘s
obligations under this Sublease, a "clean," unconditional, irrevocable and
transferable letter of credit (the "Letter of Credit") that (i) is inthe
amount of One Hundred Seventy Seven Thousand Five Hundred Two Dollars and 50/100
cents ($177,502.50) (ii) is in a form that is reasonably satisfactory to
Sublessor, (iii) is issued for a term of not less than one (1) year, (iv) is
issued for the account of Sublessor, (v) automatically renews for periods of not
less than one (1) year unless the issuer thereof otherwise advises Sublessor on
or prior to the thirtieth (30th) day before the applicable expiration date, and
(vi) is issued by, and drawn on, a bank that has a Standard & Poor‘s
rating of at least "AA" (or, if Standard & Poor‘s
hereafter ceases the publication of ratings for banks, a rating of a reputable
rating agency as reasonably designated by Sublessor that most closely
approximates a Standard & Poor‘s
rating of "AA" as of the date hereof) and that either (I) has an office in the
city where the Building is located at which Sublessor can present the Letter of
Credit for payment, or (II) has an office in the United States and allows
Sublessor to draw upon the Letter of Credit without presenting a draft in person
(such as, for example, by submitting a draft by fax or overnight delivery
service) (the aforesaid rating of the bank that issues the Letter of Credit
being referred to herein as the "Bank Rating"). Notwithstanding the foregoing
requirements, Sublessor hereby consents to Sublessee obtaining the Letter of
Credit from First Republic Bank.




B.  
        Sublessor‘s
Rights.




If an Event of Default as
defined in Article 20 of the Master Lease occurs and is continuing, then
Sublessor may present the Letter of Credit for payment and apply the proceeds
thereof (i) to the payment of any Rental that then remains unpaid, or (ii) to
any damages to which Sublessor is entitled hereunder and that Sublessor incurs
by reason of such Event of Default. If Sublessor so applies any part of the
proceeds of the Letter of Credit, then Sublessee, within ten (10) days of
demand, shall provide Sublessor with a replacement Letter of Credit so that
Sublessor has the full amount of the required security at all times during the
Term. If at any time the Bank Rating of the issuer of the Letter of Credit is
less than "AA" (or, if Standard & Poor‘s
hereafter ceases the publication of ratings for banks, the Bank Rating of the
issuer of the Letter of Credit is less than a rating of a reputable rating
agency as reasonably designated by Sublessor that most closely approximates a
Standard & Poor‘s
rating of "AA" as of the date hereof), then Sublessee shall deliver to Sublessor
a replacement Letter of Credit, issued by a bank that has a Bank Rating that
satisfies the aforesaid requirement (and otherwise meets the requirements set
forth in Section A hereof) within fifteen (15) days after the date that
Sublessor gives Sublessee notice of such deficiency in such issuer‘s
rating and returns the original Letter of Credit to Sublessee. If Sublessee
fails to deliver to Sublessor such replacement Letter of Credit within such
period of fifteen (15) days, then Sublessor, in addition to Sublessor‘s
other rights at law, in equity or as otherwise set forth herein, shall have the
right to present the Letter of Credit for payment and retain the proceeds
thereof as security in lieu of the Letter of Credit (it being agreed that
Sublessor shall have the right to use, apply and transfer such proceeds in the
manner described in this Article 5). Sublessee shall reimburse Sublessor for any
reasonable costs that Sublessor incurs in so presenting the Letter of Credit for
payment within thirty (30) days after Sublessor
submits to Sublessee an invoice therefor. Nothing contained in this Section B of
this Article 5 limits Sublessor‘s
rights or remedies in equity, at law, or as otherwise set forth
herein.


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C.           Return of
Security.




Sublessor
shall return to Sublessee the Letter of Credit (to the extent not theretofore
presented for payment in accordance with the terms hereof) upon the earlier of
(i) five (5) days after Master Landlord returns Sublessor‘s
letter of credit under the Master Lease and (ii) within forty-five (45) days
after the expiration or earlier termination of the Term.




D.          Renewal of Letter of
Credit.




If
Sublessee fails to provide Sublessor with a replacement Letter of Credit that
complies with the requirements of this Article 5 on or prior to the thirtieth
(30th) day before the expiration date of the Letter of Credit that is then
expiring, then Sublessor may present the Letter of Credit for payment and retain
the proceeds thereof as security in lieu of the Letter of Credit (it being
agreed that Sublessor shall have the right to use, apply and transfer such
proceeds in the manner described in this Article 5). Sublessee shall reimburse
Sublessor for any reasonable costs that Sublessor incurs in so presenting the
Letter of Credit for payment within thirty (30) days after Sublessor submits to
Sublessee an invoice therefor. Sublessor also shall have the right to so present
the Letter of Credit and so retain the proceeds thereof as security in lieu of
the Letter of Credit at any time from and after the thirtieth (30th) day before
the Expiration Date if the Letter of Credit expires earlier than the forty-fifth
(45th) day after the Expiration Date.




6.            Sublessor‘s
Work.




(i)          
 Sublessor
Work. Sublessee acknowledges that it has made a full and complete
inspection of the Premises, and agrees, subject to the terms of this Article 6,
to accept same on the Commencement Date in its present "As-Is" condition, except
for latent defects or hazardous conditions which are not the responsibility of
the Master Landlord under the Master Lease.




(ii)           As-Is. Sublessee
acknowledges that neither Master Landlord, Sublessor, nor Sublessor‘s
agent(s), have made any representations or promises regarding the Premises. The
acceptance of possession of the Premises by Sublessee shall be conclusive
evidence as against Sublessee that, except for latent defects or hazardous
conditions, the Premises were in good and satisfactory condition at the time
such possession was taken unless Sublessee advises Sublessor of unsatisfactory
conditions within ten (10) days of the Commencement Date or, within twenty (20)
business days of the Commencement Date, in the event of the discovery of latent
defects or hazardous conditions. Notwithstanding anything to the contrary
contained herein, neither Sublessor nor Master Landlord shall have any
responsibility for any liability or for any latent defects or any hazardous
condition that occurs as a result of any work by Sublessee.


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(iii)          Surrender
at End of Term. At the end of the Term of this Agreement, whether by
expiration or prior termination as herein provided, Sublessee shall surrender
the Premises to Sublessor in the condition required by the Master Lease and
broom clean, and ingood
order and condition, ordinary wear and tear and damage by casualty excepted, and
Sublessee shall remove all of its property (including all furniture or fixtures
listed on Exhibit B attached hereto but expressly excluding any Specialty
Alterations installed by Sublessor, as such term is defined in the Master Lease)
and repair any damage caused by such removal. Sublessee‘s
obligation to observe or perform this covenant shall survive the expiration or
prior termination of this«Agreement. Sublessee shall indemnify, defend and hold
Sublessor harmless of, from and against any liability under the Master Lease
occurring solely because of Sublessee‘s
failure to timely vacate the Premises or solely because of Sublessee‘s
failure to surrender the Premises as required herein or under the Master Lease.
In no event shall Sublessee be liable for consequential damages under this
Agreement.




(iv)          Alterations.
Sublessee shall have no right to make any additions, alterations or changes to
the Premises without the express prior written consent of Master Landlord, to
the extent required under the Master Lease. All work shall be carried out in
accordance with the terms of the Master Lease, the terms of which, as they apply
to the Premises. Notwithstanding anything to the contrary contained herein, in
the event Sublessee shall perform any Specialty Alterations, as such term in
defined in the Master Lease, then prior to commencing such Specialty
Alterations, Sublessee shall enter into an amendment to the Sublessee Existing
Lease which shall require the restoration of the Premises solely in connection
with such Specialty Alterations to be an obligation under the Sublessee Existing
Lease.




(v)           Notwithstanding
anything contained in this Sublease to the contrary, it is understood and agreed
that all of the obligations, work, repairs and services to be performed, made
and furnished by the Master Landlord pursuant to any provisions of the Master
Lease, which provisions are incorporated herein by reference, will in fact be
performed and furnished by the Master Landlord and not by Sublessor. Sublessor
shall in no event be liable to Sublessee nor shall Sublessee‘s
obligations hereunder be impaired or the performance thereof be excused, nor
shall the same constitute an actual or constructive eviction, because of any
failure or delay on the Master Landlord‘s
part in performance of any such obligations, furnishing any such work or
services or in making any such repairs unless same is caused by the negligence
or intentional acts of Sublessor. Notwithstanding the foregoing, if Master
Landlord shall fail to comply with any of its obligations under the Master
Lease, then Sublessee shall be subrogated to the rights of Sublessor to enforce
the obligations of Master Landlord under the Master Lease insofar as such
obligations relate to the Premises. Without limiting the generality of the
foregoing, if the Master Landlord shall default in any of its obligations to
Sublessor with respect to the Premises, Sublessee shall have the right in its
own name, that of Sublessor, or both, to bring an action or proceeding with
respect to such default, at Sublessee‘s
sole cost and expense, and Sublessee hereby is subrogated to the rights of
Sublessor against Master Landlord. Sublessor agrees to take such steps as
Sublessee may reasonably request to cooperate with Sublessee in any such legal
proceeding or action.




(vi)          On
the Commencement Date and in consideration of One Dollar ($1.00) and other good
and valuable consideration, Sublessor shall transfer and assign to Sublessee
certain furniture located in the Premises, which furniture is set forth herein
on Exhibit "B", and which conference room furniture set forth on such Exhibit
shall be fully assembled. Any furniture not set forth on Exhibit "B" shall be
removed by Sublessor, at Sublessor‘s
sole cost and expense, prior to the Commencement Date and Sublessor shall repair
any damage to the Premises
caused by such removal which Sublessor is notified of in accordance with
Subsection (ii) of this Article 6. Sublessor hereby represents that the items
set forth on Exhibit "B" annexed hereto are owned by the Sublessor free and
clear of any and all liens, security interests or other
encumbrances.


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(vii)
Sublessee shall be responsible for maintenance and repair of the Premises and
the Building to the same extent of the obligations of "Tenant" as described in
the Master Lease.




7.    
       Sublessee‘s
Work, (i) Sublessee may hereafter perform work within the Premises
("Sublessee‘s
Work") in accordance with the terms and conditions of the Master Lease and
without the necessity of obtaining Sublessor‘s
consent to same.




(ii)           Any
mechanic‘s
liens for work claimed to have been performed for, or materials claimed to have
been furnished to, Sublessee, shall be discharged by Sublessee, by bond or
otherwise, within twenty (20) days after the filing of such lien, at
Sublessee‘s
sole expense. Sublessee agrees to indemnify, hold harmless and defend Sublessor
and Master Landlord from any loss, cost, damage or expense, including reasonable
attorney‘s
fees, arising out of any such lien claim or out of any other claim relating to
work done or materials supplied to the Premises at Sublessee‘s
request or on Sublessee‘s
behalf. If Sublessee shall fail to cause such lien or claim of lien to be bonded
against or to be discharged within the period aforesaid, then, in addition to
any other right or remedy which Sublessor may have under this Sublease, at law
or in equity, Sublessor may, but shall not be obligated to, discharge the same
either by paying the amount claimed to be due or by procuring the discharge of
such lien or claim of lien by deposit or by bonding proceedings, and in any such
event, Sublessor shall be entitled, if Sublessor so elects, to compel the
prosecution of any action for the foreclosure of such lien or claim of lien by
the lienor with interest, and reasonable costs and expenses. Any amount so paid
by Sublessor and all reasonable third-party costs and expenses incurred by
Sublessor in connection herewith shall constitute Additional Rent payable by
Sublessee under this Sublease and shall be paid by Sublessee to Sublessor within
ten (10) days of demand therefor.




(iii)           Sublessee
shall, at its sole cost and expense, obtain all required consents,
authorizations and licenses from all federal, state and/or municipal authorities
having jurisdiction over the Sublessee‘s
Work. All Sublessee‘s
Work shall be done in accordance with the plans and specifications approved by
Master Landlord in accordance with the terms and conditions of Section 6(iv)
hereof and the Master Lease, if applicable. All of Sublessee‘s
Work shall be done in a good and workmanlike manner, in accordance with all
applicable statutes, laws, ordinances, orders, rules, regulations and all
governmental authorities having jurisdiction thereof, including, without
limitation, the Americans With Disabilities Act of 1990.




8.           Subletting
and Assignment. Sublessee shall have the right to assign this Agreement
or to sublet the Premises in accordance with the terms and conditions of Article
17 of the Master Lease; provided, however, that Sublessee shall provide
Sublessor with the documentation required pursuant to the Master Lease not less
than five (5) business days prior to Sublessee‘s
request for consent to such Transfer from the Master Landlord in accordance with
the Master Lease. In the event that there is a Transfer Profit (as such term is
defined in Article 17 of the Master Lease, including, without limitation, the
import of Article 17.7 of the Master Lease),
Sublessor shall receive one hundred percent (100%) of such Transfer Profit up to
an amount equal to (x) the Basic Rent and Additional Rent required to be paid by
Sublessor to Master Landlord under the Master Lease minus(y) the Basic Rent and Additional Rent required to be paid by Sublessee
under this Sublease. Notwithstanding the foregoing, the definition of "Transfer
Outflow" (as used in the Master Lease) shall not include the provisions of
Section 17.6(B)(3)(b).


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9.          
Master Lease.
A. Sublessee hereby agrees to observe and perform all of the duties and
obligations of Sublessor under the Master Lease, and shall be entitled to all of
the rights and privileges of Sublessor as tenant under the Master Lease, insofar
as they pertain to the Premises, except for such terms of the Master Lease which
do not relate to the Premises or are inapplicable, inconsistent with or
specifically modified by, the terms of this Sublease. Sublessee hereby agrees
that this Agreement is and shall remain in all respects subject and subordinate
to the Master Lease. Subject to the foregoing provisions, Sublessee will occupy
the Premises in accordance with the provisions of the Master Lease as if
Sublessee was the "Tenant" thereunder and will not do or suffer to be done any
act which might result in a violation of or a default under any of the terms,
conditions, covenants or agreements of the Master Lease or which might render
Sublessor liable for any charge, cost or expense thereunder by reason thereof.
Sublessee acknowledges that certain defaults by it under this Sublease may
constitute a default by Sublessor under the Master Lease, and that
Sublessee‘s
liability to Sublessor shall include, but not be limited to, any damages or
liabilities actually incurred by Sublessor to Master Landlord under the Master
Lease by reason thereof. Notwithstanding the foregoing or anything to the
contrary in this Sublease, Sublessee shall not liable for duplicative fees to
both Sublessor and Master Landlord in connection with the foregoing or by reason
of any provision of the Master Lease being incorporated by reference herein,
provided that Sublessee has paid such fees to either the Master Landlord or the
Sublessor, as the case may be.




B.           To
the extent there are inconsistencies between any provision of the Master Lease
and any provision of this Sublease, this Sublease shall control. Sublessee shall
be entitled to the rights of Sublessor, as tenant under the Master Lease,
insofar as the same relate to the Premises. Sublessor shall promptly forward to
Master Landlord any requests or other communications made by Sublessee related
to the performance by Master Landlord of any of its obligations under the Master
Lease and shall promptly forward to the Sublessee any communication received
from the Master Landlord related to the Premises.




C.           Notwithstanding
anything to the contrary contained in this Sublease or the Master Lease:




(i)         
 for the purposes of incorporation of the Master Lease by reference in this
Sublease, except as otherwise expressly provided herein, and except to the
extent that they are inapplicable or modified by the terms and provisions of
this Sublease (a) references in the Master Lease to the "Premises" or the
"Demised Premises" shall be deemed to refer to the Premises, (b) references in
the Master Lease to "Landlord" shall be deemed to refer to Sublessor under this
Sublease, (c) references in the Master Lease to "Tenant" shall be deemed to
refer to Sublessee under this Sublease, (d) references in the Master Lease to
"this Lease" shall be deemed to refer to this Sublease, (e) references in the
Master Lease to the ‘Term"
of the Master Lease shall be deemed to refer to the Term of this Sublease and
(f) references in the Master
Lease to the "Expiration Date" of the Master Lease shall be deemed to refer to
the Expiration Date of this Sublease;


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(ii)          the
Basic Rent and Additional Rent to be paid by Sublessee hereunder shall be
governed by the terms and provisions of Articles 3 and 4 of this
Sublease;




(iii)         to
the extent that the corresponding provision in this Sublease is more
constricting upon Sublessee, the time limits contained in the Master Lease for
the giving of notices, making of demands or performing of any act, condition or
covenant on the part of the tenant thereunder, or for the exercise by the tenant
thereunder of any right, remedy or option, are changed for the purposes of
incorporation herein by reference by shortening the same in each instance by two
(2) days, so that in each instance Sublessee shall have two (2) days less time
to observe or perform hereunder than Sublessor has as the tenant under the
Master Lease (but in no event shall Sublessee have less than one (1)
day);




(iv)         it
is expressly understood and agreed by the parties that, subject to the terms and
conditions of this Sublease, Sublessee agrees to abide by the terms and
conditions of the Master Lease and that Sublessee shall be entitled to all of
the benefits under the Master Lease as they relate to the Premises; provided,
however, that the following parts, provisions and exhibits of the Master Lease
are not applicable to this Sublease, and are not incorporated herein by
reference: Sections 1.1-1.4; Sections 1.5(B) and (C); Section 1.6; Article 6;
Section 7.1(C); Section 13.10; Section 17.6(B)(3)(b); Articles 24, 28 and 29;
Section 32.4(C); Section 32.19; and Exhibit 6.2.




10.          Use of Premises.
Sublessee shall occupy and use the Premises during the Term of this Sublease in
accordance with Article 3 of the Master Lease and for no other purpose, and in
all other respects in compliance with the Master Lease and all
Requirements.




11.          Default by Sublessee.
If Sublessee shall default in the performance of any of the terms, covenants,
conditions or agreements contained in this Sublease which default is not cured
upon ten (10) days written notice for non-monetary defaults and seven (7) days
written notice for monetary defaults, duly served in the manner set forth
herein, or if Sublessee shall commit any default under the Master Lease to the
extent that the provisions thereof are applicable to Sublessee which default is
not cured upon three (3) days written notice duly served in the manner set forth
herein, then in addition to any other rights or remedies Sublessor may have
under this Sublease and at law and in equity, Sublessor or Master Landlord, as
the case may be, shall have the following rights:




(i)        To
invoke any or all of the remedies which are specified for Master Landlord under
the Master Lease as if Sublessor were the Master Landlord.




(ii)       To
re-enter the Premises and remove all persons and all or any property therefrom
either by summary dispossess proceedings, ejectment or by any suitable action or
proceeding at permitted by law or in equity, without being liable to indictment,
prosecution or damages therefor, and repossess and enjoy the Premises, together
with all additions, alterations and improvements. Upon lawfully recovering
possession of the Premises by reason of a default on the part of Sublessee which
default is not cured upon ten (10) days written notice duly served in the
manner set forth herein, Sublessor may, at Sublessor‘s
option, terminate this Sublease or make such alterations and repairs as may be
necessary in order to relet the Premises or any part or parts thereof, either in
Sublessor‘s
name or otherwise. Sublessor shall in no event be liable in any way whatsoever
for failure to relet the Premises.


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(iii),
..       Sublessee shall be in "default" of its
obligations under this Sublease for failure to comply with the terms and
conditions of this Sublease, including without limitation, failure to make
timely payment of Basic Rent and Additional Rent, or failure to comply with the
terms and conditions of the Master Lease which are applicable to Sublessee
pursuant to the terms of this Sublease.




(iv)           In
addition, Sublessor may, at Sublessor‘s
option, enter the Premises and take and hold possession thereof without such
entry into possession terminating this Sublease or releasing Sublessee in whole
or in part from Sublessee‘s
obligation to pay the Rent and Additional Rent hereunder for the full stated
Term of this Sublease. Upon such re-entry, Sublessor may remove all persons and
property from the Premises and such property may be removed and stored in a
public warehouse or elsewhere at the cost of and for the account of Sublessee,
all without service of notice or resort to legal process and without being
deemed guilty of trespass, or becoming liable for any loss or damage which may
be occasioned thereby. Upon and after entry into possession, Sublessor may but
need not relet the Premises, or any part for such rent, for such time and upon
such terms as Sublessor, in Sublessor‘s
sole discretion, shall determine, subject to the requirements of the Master
Lease, and Sublessor shall not be required to accept any sublessee offered by
Sublessee or to observe any instruction given by Sublessee about any such
reletting. In any such case, Sublessor may make necessary repairs to the
Premises to the extent reasonably deemed by Sublessor necessary and Sublessee
shall, within ten (10) days of demand therefor, pay the reasonable costs thereof
together with Sublessor‘s
expense of reletting. If the consideration collected by Sublessor upon any such
reletting for Sublessee‘s
account and after deducting all reasonable expenses incident thereto actually
incurred, including non-affiliate brokerage fees and reasonable legal expenses,
is not sufficient to pay monthly the full amount of Rent and Additional Rent
provided in this Sublease, Sublessee shall pay to Sublessor the amount of each
deficiency upon demand.




(v)       
  No waiver by Sublessor of any breach by Sublessee of any of
Sublessee‘s
obligations, agreements or covenants herein shall be a waiver of any subsequent
breach of any obligation, agreement or covenant, nor shall any forbearance by
Sublessor to seek a remedy for any breach by Sublessee be a waiver by Sublessor
of any rights and remedies with respect to such breach or any subsequent breach
and the foregoing remedies of Sublessor do not waive any right of the Master
Landlord to exercise its remedies under the Master Lease.




12.          Fees and
Expenses.




A.          Curing Sublessee‘s
Defaults. If Sublessee shall default in the observance or performance of
any term or covenant on Sublessee‘s
part to be observed or performed under or by virtue of any of the terms or
provisions in any Article of this Sublease, after the giving of notice and upon
the expiration of any applicable grace period (except in an emergency),
Sublessor may immediately or at any time thereafter and upon written notice to
Sublessee perform the same for the account of Sublessee. If Sublessor makes any
expenditures or incurs any
obligations for the payment of money in connection with any such default by
Sublessee or the cure thereof including, but not limited to, any damages or
fines or any reasonable attorneys‘
fees and disbursements in instituting, prosecuting or defending any action or
proceeding, such reasonable sums paid or obligations incurred with interest and
costs shall be deemed to be additional rent hereunder and shall be paid by
Sublessee to Sublessor within twenty (20) days of rendition of any bill or
statement to Sublessee and appropriate backup documentation therefor. If the
Term hereof shall have expired at the time Sublessor sustains or incurs such
expenditures, such sums shall be recoverable by Sublessor, as
damages.


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B.          
Late Charges.
If Sublessee shall fail to make payment of any installment of Basic Rent or any
Additional Rent within seven (7) days after the date when such payment is due,
Sublessee shall pay to Sublessor, in addition to such installment of Basic Rent
or such Additional Rent, as the case may be, as a late charge and as Additional
Rent, a sum based on a rate set forth in Article 23.2 of the Master
Lease.




13.          Holdover bv
Sublessee. Notwithstanding anything to the contrary contained in this
Agreement, the parties recognize and agree that the damage to Sublessor
resulting from any failure by Sublessee to timely surrender possession of the
Premises as aforesaid will be substantial, will exceed the amount of the monthly
installments of the Rent theretofore payable hereunder, and will be impossible
to accurately measure. Sublessee therefore agrees that if possession of the
Premises is not surrendered to Sublessor within twenty-four (24) hours after the
Expiration Date or sooner termination of the Term, in addition to any other
rights or remedy Sublessor may have hereunder or at law, Sublessee shall pay to
Sublessor for each month and for each portion of any month during which
Sublessee holds over in the Premises after the Expiration Date or sooner
termination of this Sublease, a sum equal to the amount set forth in Article
25.2 of the Master Lease. Nothing herein contained shall be deemed to permit
Sublessee to retain possession of the Premises after the Expiration Date or
sooner termination of this Sublease and no acceptance by Sublessor of payments
from Sublessee after the Expiration Date or sooner termination of the Term shall
be deemed to be other than on account of the amount to be paid by Sublessee in
accordance with the provisions of this Article 13, which provisions shall
survive the Expiration Date or sooner termination of this Sublease.




14. 
Liability. A.
Sublessor shall not be liable for any injury to, or for any loss of or damage to
the property of Sublessee or the employees, agents, invitees or licensees of
Sublessee, howsoever occurring, arising in connection with this Sublease of the
Premises by Sublessee, and Sublessee hereby waives any and all claims with
respect thereto, other than if caused by the gross negligence or intentional
acts of the Sublessor. Sublessee hereby agrees to defend, indemnify and hold
Sublessor, Master Landlord and their employees and agents, harmless from and
against any and all claims, damages, judgments, expenses, losses or liabilities
paid, suffered or incurred by or asserted against Sublessor or Master Landlord,
arising out of, related to or in connection with any uncured breach by
Sublessee, or its agents, employees, invitees or licensees, of any term,
condition, covenant or obligation of this Sublease or those of the Master Lease
or arising out of, related to or in connection with the performance of
Sublessee‘s
Work or Sublessee‘s
use and occupancy of the Premises.


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B.         
 Sublessor hereby covenants and agrees to indemnify, defend, and hold
Sublessee, its successors, and its assigns harmless from and against any and all
actions, claims, demands, damages,
liabilities, and expenses (including, without limitation, reasonable
attorneys‘
fees) based upon, arising out of, or incurred on account of (a) any violation
caused, suffered, or permitted by Sublessor, its agents, servants, employees, or
their respective successors or assigns, of any of the terms, covenants, or
conditions of this Sublease beyond the expiration of applicable grace, notice
and cure period, or (b) a breach of any of the representations or warranties
made by Sublessor to Sublessee in this Sublease. The foregoing indemnity shall
survive the expiration of sooner termination of this Sublease.




15.          Insurance. During the
Term of this Sublease, Sublessee shall, at its own cost and expense, keep and
maintain the insurance policies required to be maintained by the "tenant"
pursuant to Article 14 of the Master Lease. Prior to the Commencement Date,
Sublessee shall deliver to Sublessor and to Master Landlord a copy of said
insurance policies or a certificate thereof. Said policies shall name Sublessor
and Master Landlord as additional insureds and shall stipulate that the policy
shall not be cancelled or substantially changed without thirty (30) days prior
written notice sent to both Sublessor and Master Landlord.




16.          Broker. Sublessee and
Sublessor each represent and warrant to the other party that no real estate
broker or person acting as such was consulted or dealt with in connection with
this Sublease or the Premises other than Studley, Inc. and Cushman &
Wakefield, Inc. (collectively, the "Broker") and that neither party nor its
representatives have performed any act or made any agreements or promises which
will in any way obligate the other party for the payment of any fee, charge,
commission or other compensation or award to any party in connection with this
Sublease other than the Broker. Sublessor shall pay any fee or commission due to
the Broker. Nothing contained herein however shall obligate the Sublessee to pay
any part of same. In any event, Sublessee and Sublessor each agree to indemnify
and hold Master Landlord and the other party harmless from any liability or
expense (including but not limited to reasonable counsel fees and disbursements)
incurred because of any claim for commissions, fees, or other compensation made
by any real estate broker or person acting as such, based on claims contrary to
the foregoing representation and warranty.




17.          Notices. All notices
to be given hereunder shall be given by prepaid registered or certified mail,
return receipt requested, or by nationally recognized overnight mail service and
addressed to the recipient party at its address given on the first page or to
such other address as such party may have furnished in a notice given pursuant
to this Section 17. Notices to Sublessor shall be directed to the attention of
Jeanne Vicari, Chief Financial Officer, at the Premises prior to the
Commencement Date and, after the Commencement Date, to Centerview Partners
Holdings LLC, 31 West 52nd Street,
22nd
Floor, New York, New York 10019, with a copy to Law Office of Jody E. Markman,
PLLC, 1775 Broadway, New York, New York 10019 Attn: Jody E. Markman, Esq., and
notices to Sublessee shall be directed to the attention of Timothy T. Taussig,
Chief Operating Officer, with a copy to Greenberg Traurig, LLP, 200 Park Avenue,
New York, New York 10166, Attn: Alan Annex, Esq. All notices shall be deemed to
have been given upon receipt or rejection.




18.          Directory Listings.
Subject to the terms and conditions of the Master Lease, Sublessee will be
entitled to directory and suite signage in accordance with the terms and
conditions of the Master Lease.


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19.          Eminent Domain. In
the event that the Master Lease is terminated pursuant to the terms of Article
16 of the Master Lease, this Agreement shall terminate at the time that the
Master Lease terminates. Provided Sublessee is not in default of the terms and
conditions of this Agreement, after notice and beyond applicable cure periods,
all compensation awarded or paid upon any total or partial taking or conveyance
of the Premises or other portions of the Property shall be the sole property of
Sublessee. Nothing herein contained shall be construed to preclude Sublessee
from prosecuting any claim for the value of or damages to, or the cost of
removal of Sublessee‘s
personal property and moving expenses.




20.           Damage or Destruction bv
Fire. If the Premises or the Building of which it forms a part are
damaged or destroyed by fire or other casualty, Sublessor shall have no
obligation to rebuild or restore the Premises and no liability whatsoever for
loss of life, or injury to persons or property, or for lost profits or loss of
this Sublease should Master Landlord elect not to rebuild or restore the
Premises or any part of the Building of which it forms a part. The rebuilding or
restoration of the Premises and any abatement of rent, if any, shall be
determined in accordance with the terms and provisions of the Master Lease.
Sublessee hereby waives the provisions of Section 227 of the Real Property Law
and agrees that the provisions of this Section 20 shall govern and control in
lieu thereof.




21.          Estoppel Certificates and
Subordination Documents. Sublessee shall timely execute and deliver any
estoppel certificate required to be given under the Master Lease as incorporated
herein, or any subordination or attornment instrument required to be executed
under the Master Lease, as incorporated herein. Failure to do so shall be deemed
a default under this Agreement.




22.          Utilities. Sublessor
shall have no obligation to provide any utilities to Sublessee or to the
Premises. Sublessor makes no representations about the availability or adequacy
of such utilities. Sublessee shall be liable for all taxes levied or assessed
against any personal property or fixtures placed in the Premises by Sublessee
(expressly excluding the items listed on Exhibit B hereto) and Sublessee‘s
obligations with respect to the payment of taxes pursuant to this Article 22
shall survive the expiration or earlier termination of this Sublease. None of
the Basic Rent or Additional Rent, nor any of Sublessee‘s
other obligations under any provisions of this Agreement, shall be affected by
any decrease in, interruption or failure of, or interference with any utilities
or services used, rendered or supplied to, upon or in connection with the
Premises by any cause whatsoever, except to the extent provided to the tenant
pursuant to the Master Lease.




23.          Limitation on
Liability. Sublessee hereby agrees that no partner, trustee, director,
shareholder, officer, employee or agent of Sublessor shall ever be personally
liable for any damages, rent, costs, judgments, orders or executions arising
under or as a result of this Sublease. Sublessor hereby agrees that no partner,
trustee, director, shareholder, officer, employee or agent of Sublessee shall
ever be personally liable for any damages, rent, costs, judgments, orders or
executions arising under or as a result of this Sublease.


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24.          Miscellaneous.
This Agreement contains the entire agreement of the parties with respect to the
transactions contemplated hereby, supersedes all prior agreements or
understandings with respect to the subject matter hereof, and may not be changed
or modified in any way
unless such change or modification is in writing and signed by the party to be
bound. Neither Sublessor nor Sublessee has made any representations or
warranties with respect to this Agreement except as herein expressly set forth.
This Agreement will be binding upon, inure to the benefit of and be enforceable
by the parties hereto and their respective permitted successors and assigns. The
headings in this Agreement are for convenience only and shall not be used in
construing the intention of the parties. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same
instrument.




25.          No Offer to Lease.
This Agreement shall not be binding until (a) it shall have been executed and
delivered by Sublessor and Sublessee, and (b) Sublessor shall have received four
duplicate original copies of this Sublease fully executed by all parties hereto.
Sublessee and Sublessor each acknowledge that it is not relying on any warranty
or representation not contained in this Sublease.




26.           Estoppel: Sublessor‘s
Performance Under Master Lease.




A.           Sublessor
represents that (i) it has paid all rent and additional rent due and payable
pursuant to the Master Lease as of the date of this Sublease, (ii) no event has
occurred which is, or with the giving of notice or passage of time, or both,
will become, a condition of limitation under the Master Lease, on the part of
either Sublessor or the Master Landlord, (iii) it is currently the tenant under
the Master Lease, (iv) it has not received any notices of default citing any
defaults under the Master Lease which remain uncured, and (v) the Master Lease,
a copy of which is attached hereto as Exhibit C, represents the entire agreement
with respect to the Premises between the Master Landlord and the
Sublessor.




B.           Sublessor
will duly observe and perform every term and condition of the Master Lease to
the extent that such term and condition is not provided in this Sublease to be
observed or performed by Sublessee. Sublessor shall not enter into any
modification or amendment to or of the Master Lease or take any other action
which results in the modification, surrender or cancellation of the Master Lease
without the prior written consent of Sublessee. Any modification, amendment,
agreement, surrender or cancellation made without such consent shall have no
effect on the rights or obligations of the Sublessee under this
Sublease.




27.          Master Landlord‘s
Consent. A. Upon execution hereof, this Sublease shall be delivered to
the Master Landlord for its consent. Sublessor and Sublessee expressly
acknowledge that the Master Landlord‘s
consent, reasonably satisfactory to Sublessor and Sublessee, is a condition
precedent to the effectiveness of this Sublease. Sublessor and Sublessee agree
to use reasonable and diligent efforts to obtain the Master Landlord‘s
consent hereto, and shall execute and deliver such other and further instruments
and/or deliver such information as may reasonably be required to obtain the
Master Landlord‘s
consent to the subleasing of the Premises to Sublessee. If, for any reason, the
Master Landlord‘s
consent to this Sublease, reasonably satisfactory to Sublessee or Sublessor,
cannot be obtained within thirty (30) days after the date hereof, Sublessee
shall have the right, at any time after such thirtieth (30th) day, but prior to
the date upon which the consent of the Master Landlord is obtained, to cancel
this Sublease by serving written notice to the Sublessor and, in such event, (i)
the parties hereto shall be
released, (ii) all sums paid by Sublessee hereunder shall be returned to
Sublessee and (iii) neither party hereto shall have any further liability to the
other arising out of this transaction.


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B.     
     Sublessor acknowledges and agrees that the Master
Landlord‘s
consent to this Sublease shall not be acceptable to Sublessee unless such
consent provides (1) that rent due under this Sublease shall be payable directly
to Master Landlord in lieu of Sublessor; (2) that Sublessee shall have the right
to deal with Master Landlord directly on all matters that relate to the Premises
pursuant to the Master Lease; (3) a Master Landlord estoppel pursuant to section
13.6 of the Master Lease; and (4) for Master Landlord‘s
waiver of subrogation with respect to Sublessee.




28.        
  Governing
Law. This Sublease shall be governed in all respects by the laws of the
State of New York.




[SIGNATURES
ON NEXT PAGE]


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




SUBLESSOR:Centerview
      Partners Holdings LLCBy:
                      /s/
      Robert PruzanName:
      Robert PruzanTitle:
      MemberSUBLESSEE:Epoch
      Investment Partners, Inc.By:
                      /s/
      Timothy
      T. TaussigName:
      TIMOTHY T. TAUSSIGTitle:
      PRESIDENT


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