AGREEMENT OF LEASE



 



Exhibit 10.5
















AGREEMENT OF LEASE








111 CHELSEA LLC




	 	LANDLORD



AND



DOUBLECLICK INC.




	 	TENANT









	 	 	 	 	 
	 	 	
PREMISES:
	 	Portion of the Tenth (10th) Floor
	 	 	 	 	111 Eighth Avenue
	 	 	 	 	New York, New York 10011
	 	 	 	 	 
	 	 	
DATED:
	 	as of July 1, 2003













 






 









TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page No.
	 	 	 	 	

	Article 1.	 	
Definitions; Interpretation
	 	 	1	 
	Article 2.	 	
Demise, Premises, Term, Rent
	 	 	5	 
	Article 3.	 	
Use and Occupancy
	 	 	7	 
	Article 4.	 	
Alterations
	 	 	9	 
	Article 5.	 	
Condition of the Premises; Landlord’s Work
	 	 	12	 
	Article 6.	 	
Repairs; Floor Load
	 	 	14	 
	Article 7.	 	
Real Estate Tax Increases
	 	 	15	 
	Article 8.	 	
Compliance With Laws
	 	 	19	 
	Article 9.	 	
Subordination and Non-Disturbance; Estoppel Certificates
	 	 	21	 
	Article 10.	 	
Services
	 	 	23	 
	Article 11.	 	
Insurance
	 	 	33	 
	Article 12.	 	
Destruction of the Premises; Property Loss or Damage
	 	 	35	 
	Article 13.	 	
Eminent Domain
	 	 	37	 
	Article 14.	 	
Assignment and Subletting
	 	 	38	 
	Article 15.	 	
Access to Premises
	 	 	47	 
	Article 16.	 	
Default
	 	 	48	 
	Article 17.	 	
Remedies and Damages
	 	 	51	 
	Article 18.	 	
Fees and Expenses
	 	 	53	 
	Article 19.	 	
No Representations by Landlord
	 	 	53	 
	Article 20.	 	
End of Term
	 	 	54	 
	Article 21.	 	
Quiet Enjoyment
	 	 	54	 
	Article 22.	 	
No Waiver; Non-Liability
	 	 	55	 
	Article 23.	 	
Waiver of Trial By Jury
	 	 	56	 
	Article 24.	 	
Inability To Perform
	 	 	56	 
	Article 25.	 	
Bills and Notices
	 	 	57	 
	Article 26.	 	
Rules and Regulations
	 	 	57	 
	Article 27.	 	
Broker
	 	 	57	 
	Article 28.	 	
Indemnity
	 	 	58	 
	Article 29.	 	
Temporary Space
	 	 	59	 
	Article 30.	 	
Landlord’s Contribution
	 	 	60	 
	Article 31.	 	
Right of First Offer
	 	 	61	 
	Article 32.	 	
Security Deposit
	 	 	64	 
	Article 33.	 	
Termination Option
	 	 	67	 
	Article 34.	 	
Miscellaneous
	 	 	67	 
	 
	Exhibit A:	 	
Floor Plan of the Premises	 	 	 	 
	Exhibit B:	 	
Rules and Regulations	 	 	 	 
	Exhibit C:	 	
Landlord’s Work	 	 	 	 
	Exhibit D:	 	
Floor Plan of the Temporary Space	 	 	 	 
	Exhibit E:	 	
Form of Letter of Credit	 	 	 	 
	Exhibit F:	 	
Landlord’s Consulting Professionals	 	 	 	 



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          AGREEMENT OF LEASE, dated as of July 1, 2003, between 111 CHELSEA LLC, a
Delaware limited liability company with an address c/o Taconic Investment
Partners LLC, 111 Eighth Avenue, New York, New York 10011 (“Landlord”), and
DOUBLECLICK INC., a Delaware corporation with an address at 450 West 33rd
Street, New York, New York 10001 (“Tenant”).



W I T N E S S E T H:



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



     ARTICLE 1. DEFINITIONS; INTERPRETATION


          Section 1.1 For all purposes of this Lease, the following terms shall have
the following meanings:




	 	 	 
	Additional Rent:	 	
Tenant’s Tax Payment, and any and all other sums, other than Fixed Rent, payable by Tenant to Landlord
under this Lease.
	 	 	 
	Affiliate:	 	
With respect to any Person, any other Person that, directly or indirectly, through one or more
intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.
	 	 	 
	Alterations:	 	
Alterations, installations, improvements, additions or other physical changes (other than decorations,
movable fixtures and equipment), including the Initial Alterations, in and to the Premises and elsewhere
in the Building, made by or on behalf of Tenant prior to and during the Term or any renewal or extension
thereof.
	 	 	 
	Base Rate:	 	
The annual rate of interest publicly announced from time to time by Citibank, N.A., New York, New York (or
any successor thereto) as its “base rate”, or such other term as may be used by Citibank, N.A. from time
to time for the rate presently referred to as its base rate.
	 	 	 
	Building:	 	
All the buildings, equipment and other improvements and appurtenances of every kind and description now
located or hereafter erected, constructed or placed upon the land and any and all alterations, renewals,
replacements, additions and substitutions thereto, presently known by the address of 111 Eighth Avenue,
New York, New York.
	 	 	 
	Building Systems:	 	
The mechanical, electrical, heating, ventilating, air conditioning, elevator, plumbing, sanitary, fire
suppression, life-safety and other service systems of the Building, but not including the portions of such
systems installed in the Premises or elsewhere in the Building by or on behalf of Tenant and exclusively
serving the Premises.
	 	 	 
	Business Days:	 	
All days, excluding Saturdays, Sundays, and all days observed by either the State of New York, the United
States of America or by the labor unions servicing the Building as legal holidays.



 






 




	 	 	 
	Commencement	 	 
	Date:	 	
July 1, 2003.
	 	 	 
	Control:	 	
As to any Entity: (a) the ownership, directly or indirectly, of more than fifty percent (50%) of the
Ownership Interests of such entity, and (b) the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of such Entity, whether through the ownership of
Ownership Interests or by contract.
	 	 	 
	Default Rate:	 	
A rate per annum equal to three (3) percentage points above the Base Rate.
	 	 	 
	Entity:	 	
A corporation, limited liability company, limited partnership, limited liability partnership, general
partnership, business trust, foundation, or any other legal entity in which Ownership Interests may be
owned and transferred.
	 	 	 
	Expiration Date:	 	
June 30, 2018.
	 	 	 
	Governmental	 	 
	Authority:	 	
Any of the United States of America, the State of New York, the City of New York, any political
subdivision thereof and any agency, department, commission, board, bureau or instrumentality of any of the
foregoing, now or hereafter existing, having jurisdiction over the Real Property or any portion thereof or
the vaults, curbs, sidewalks, streets and areas adjacent thereto.
	 	 	 
	HVAC:	 	
Heat, ventilation and air-conditioning.
	 	 	 
	Hazardous	 	 
	Materials:	 	
Any substances, materials or wastes regulated by any Governmental Authority and deemed or defined as a
“hazardous substance”, “hazardous material”, “toxic substance”, “toxic pollutant”, “contaminant”,
“pollutant”, “solid waste”, “hazardous waste” or words of similar import under applicable Laws, including
oil and petroleum products, natural or synthetic gas, polychlorinated biphenyls, asbestos in any form,
urea formaldehyde, radon gas, or the emission of non-ionizing radiation, microwave radiation or
electromagnetic fields at levels in excess of those (if any) specified by any Governmental Authority or
which may cause a health hazard or danger to property, or the emission of any form of ionizing radiation.
	 	 	 
	Initial Alterations:	 	
Defined in Section 5.3.
	 	 	 
	Landlord Party:	 	
Any of Landlord, any Affiliate of Landlord, Landlord’s managing and leasing agents for the Building, each
Mortgagee and Superior Lessor, and each of their respective direct and indirect partners, officers,
shareholders, directors, members, trustees, beneficiaries, employees, principals,



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contractors, licensees, invitees, servants, advisors, agents and representatives.
	 	 	 
	Landlord’s Work:	 	
Defined in Section 5.2.
	 	 	 
	Law or Laws:	 	
All present and future laws, rules, orders, ordinances, regulations, statutes, requirements, codes,
executive orders, rules of common law, and any judicial interpretations thereof, extraordinary as well as
ordinary, of all Governmental Authorities, including the Americans with Disabilities Act (42 U.S.C.
§12,101 et seq.), New York City Local Law 58 of 1987, and any law of like import, and all rules,
regulations and government orders with respect thereto, and of any applicable fire rating bureau, or other
body exercising similar functions, of general applicability or affecting the Real Property or the
maintenance, use or occupation thereof, or any street or sidewalk comprising a part of or in front thereof
or any vault in or under the Building.
	 	 	 
	Mortgage:	 	
Any mortgage or trust indenture which may now or hereafter affect the Real Property, the Building or any
Superior Lease and the leasehold interest created thereby, and all renewals, extensions, supplements,
amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and
advances made thereunder.
	 	 	 
	Mortgagee:	 	
Any mortgagee, trustee or other holder of a Mortgage.
	 	 	 
	Ownership Interests:	 	
As to any Entity, the outstanding voting stock, membership interests, partnership interests or other legal
or equitable ownership interests of any kind, however characterized, in such Entity.
	 	 	 
	Permitted Use:	 	
The use of the Premises by Tenant as (i) administrative and general offices, and (ii) as to not more than
5,000 Rentable Square Feet of the Premises, as a data center for the installation, operation and
maintenance of telecommunications switching and transmission equipment and facilities in connection with
Tenant’s business (the “Permitted Data Center”), and for no other purposes, except as otherwise expressly
provided in this Lease.
	 	 	 
	Person:	 	
Any Entity, estate, trust, unincorporated association, tenancy-in-common, or any Governmental Authority.
	 	 	 
	Premises:	 	
A portion of the tenth (10th) floor of the Building, as shown on the floor plan attached to this Lease as
Exhibit A.
	 	 	 
	Premises Area:	 	
The Rentable Square Foot area of the Premises, consisting of a total of 76,000 Rentable Square Feet, as
the Premises Area may be increased or decreased from time to time pursuant to this Lease.
	 	 	 
	Real Property:	 	
The Building, together with the plot of land upon which it stands.



- 3 -






 




	 	 	 
	Rent:	 	
Collectively, Fixed Rent and Additional Rent.
	 	 	 
	Rent	 	 
	Commencement	 	 
	Date:	 	
The date that is six (6) months after the Commencement Date.
	 	 	 
	Rentable Square	 	 
	Feet:	 	
The deemed rentable area of the Building or any portion thereof, computed on the basis of the current
standard employed by Landlord on the date hereof with respect to the calculation of the deemed Rentable
Square Foot area of the Building; provided, however, that in no event shall such deemed Rentable Square
Footage constitute or imply any representation or warranty by Landlord as to the actual size of any floor
or other portion of the Building, including the Premises.
	 	 	 
	Rules and	 	 
	Regulations:	 	
The rules and regulations attached to this Lease as Exhibit B, and such additional rules and regulations
as Landlord may adopt from time to time.
	 	 	 
	Security Deposit:	 	
Defined in Section 32.1.
	 	 	 
	Substantial	 	 
	Completion:	 	
As to any construction performed by any party in the Premises, including the Initial Alterations, any
other Alterations, or Landlord’s Work, that such work has been completed substantially in accordance with
(i) the provisions of this Lease applicable thereto, (ii) the plans and specifications for such work, and
(iii) all applicable Laws, except for minor details of construction, decoration and mechanical
adjustments, if any, the noncompletion of which does not materially interfere with Tenant’s use of the
Premises or performance of the Initial Alterations, or which, in accordance with good construction
practice, should be completed after the completion of other work to be performed in the Premises.
	 	 	 
	Superior Lease:	 	
Any ground or underlying lease of the Real Property or any part thereof, now existing or in the future
entered into by Landlord, and all renewals, extensions, supplements, amendments and modifications thereof.
	 	 	 
	Superior Lessor:	 	
A lessor under a Superior Lease.
	 	 	 
	Tenant Party:	 	
Any of Tenant, any Affiliate of Tenant, any subtenant or any other occupant of the Premises (except for
any subtenant or occupant of the Leaseback Space pursuant to Section 14.4), and their respective direct or
indirect partners, officers, shareholders, directors, members, trustees,
beneficiaries, employees, principals, contractors, licensees, invitees,
servants, agents or representatives.
	 	 	 
	Tenant’s Property:	 	
Tenant’s movable fixtures and movable partitions,
telephone and other communications equipment,
computer systems, furniture, trade fixtures,



- 4 -






 




	 	 	 
	 	 	
furnishings, and other items of personal property
which are removable without material damage to the
Premises or Building.
	 	 	 
	Term:	 	
The term of this Lease, which shall commence on the
Commencement Date and shall expire on the Expiration
Date.
	 	 	 
	Unavoidable Delays:	 	
Defined in Article 24.



          Section 1.2 All of the Exhibits attached to this Lease are incorporated in
and made a part of this Lease, but in the event of any conflict or
inconsistency between the provisions of this Lease and the Exhibits, the
provisions of this Lease shall control. As used in this Lease: (a) the word
“or” is not exclusive and the word “including” is not limiting, (b) references
to a law include any rule or regulation issued under the law and any amendment
to the law, rule or regulation, (c) whenever the words “include”, “includes”,
or “including” appear, they shall be deemed to be followed by the words
“without limitation”, (d) personal pronouns shall be deemed to include the
other genders and the singular to include the plural, (e) all references to
notices to be given by or to a party shall, unless otherwise expressly stated,
be deemed to refer to written notices, (f) all Article, Section and Exhibit
references shall, unless otherwise expressly stated, be deemed references to
the Articles, Sections and Exhibits of this Lease, (g) if a party has agreed in
this Lease that it will not unreasonably withhold its consent or approval, such
consent or approval shall not be unreasonably conditioned or delayed, and (h)
whenever a financial obligation is stated to be at a party’s expense, such
obligation shall be at such party’s sole cost and expense, unless expressly
stated to the contrary. Wherever a period of time is stated in this Lease as
commencing or ending on specified dates, such period of time shall be deemed
(i) inclusive of such stated commencement and ending dates, and (ii) to
commence at 12:00 a.m. Eastern Time on such stated commencement date and to end
at 11:59 p.m. Eastern Time on such stated ending date. The captions used in
this Lease are inserted only as a matter of convenience and for reference and
in no way define, limit or describe the scope of this Lease nor the intent of
any provision hereof.



     ARTICLE 2. DEMISE, PREMISES, TERM, RENT


          Section 2.1 (a) Landlord hereby leases the Premises to Tenant, and Tenant
hereby leases the Premises from Landlord, for the Term, at an annual rent
(“Fixed Rent”) as follows:




		
	 	          (i) One Million Sixty-Four Thousand and 00/100 Dollars
($1,064,000.00) per annum ($88,666.67 per month) for the period
commencing on the Rent Commencement Date and ending on December 31, 2004;
	 
	 	          (ii) One Million One Hundred Six Thousand Five Hundred Sixty and
00/100 Dollars ($1,106,560.00) per annum ($92,213.33 per month) for the
period commencing on January 1, 2005 and ending on December 31, 2005;
	 
	 	          (iii) Two Million Two Hundred Thirteen Thousand Nine Hundred
Seventy-One and 20/100 Dollars ($2,213,971.20) per annum ($184,497.60 per
month) for the period commencing January 1, 2006 and ending on December
31, 2006;



- 5 -






 







		
	 	          (iv) Two Million Two Hundred Fifty-Eight Thousand Two Hundred Fifty
and 62/100 Dollars ($2,258,250.62) per annum ($188,187.55 per month) for
the period commencing on January 1, 2007 and ending on December 31, 2007;
	 
	 	          (v) Two Million Three Hundred Three Thousand Four Hundred Fifteen
and 64/100 Dollars ($2,303,415.64) per annum ($191,951.30 per month) for
the period commencing on January 1, 2008 and ending on December 31, 2008;
	 
	 	          (vi) Two Million Five Hundred Seventy-Seven Thousand Four Hundred
Eighty-Three and 95/100 Dollars ($2,577,483.95) per annum ($214,790.33
per month) for the period commencing on January 1, 2009 and ending on
December 31, 2009;
	 
	 	          (vii) Two Million Six Hundred Twenty-Nine Thousand Thirty-Three and
63/100 Dollars ($2,629,033.63) per annum ($219,086.14 per month) for the
period commencing on January 1, 2010 and ending on December 31, 2010;
	 
	 	          (viii) Two Million Six Hundred Eighty-One Thousand Six Hundred
Fourteen and 30/100 Dollars ($2,681,614.30) per annum ($223,467.86 per
month) for the period commencing on January 1, 2011 and ending on
December 31, 2011;
	 
	 	          (ix) Two Million Seven Hundred Thirty-Five Thousand Two Hundred
Forty-Six and 59/100 Dollars ($2,735,246.59) per annum ($227,937.22 per
month) for the period commencing on January 1, 2012 and ending on
December 31, 2012;
	 
	 	          (x) Two Million Seven Hundred Eighty-Nine Thousand Nine Hundred
Fifty-One and 52/100 Dollars ($2,789,951.52) per annum ($232,495.96 per
month) for the period commencing on January 1, 2013 and ending on
December 31, 2013;
	 
	 	          (xi) Three Million Seventy-Three Thousand Seven Hundred Fifty and
55/100 Dollars ($3,073,750.55) per annum ($256,145.88 per month) for the
period commencing on January 1, 2014 and ending on December 31, 2014;
	 
	 	          (xii) Three Million One Hundred Thirty-Five Thousand Two Hundred
Twenty-Five and 56/100 Dollars ($3,135,225.56) per annum ($261,268.80 per
month) for the period commencing on January 1, 2015 and ending on
December 31, 2015;
	 
	 	          (xiii) Three Million One Hundred Ninety-Seven Thousand Nine Hundred
Thirty and 07/100 Dollars ($3,197,930.07) per annum ($266,494.17 per
month) for the period commencing on January 1, 2016 and ending on
December 31, 2016;
	 
	 	          (xiv) Three Million Two Hundred Sixty-One Thousand Eight Hundred
Eighty-Eight and 67/100 Dollars ($3,261,888.67) per annum ($271,824.06
per month) for the period commencing on January 1, 2017 and ending on
December 31, 2017; and
	 
	 	          (xv) Three Million Three Hundred Twenty-Seven Thousand One Hundred
Twenty-Six and 45/100 Dollars ($3,327,126.45) per annum ($277,260.54 per



- 6 -






 







		
	 	month) for the period commencing on January 1, 2018 and ending on the
Expiration Date.



          (b) Tenant agrees to pay Fixed Rent to Landlord without notice or demand,
in lawful money of the United States, in monthly installments in advance on the
first (1st) day of each calendar month during the Term, at the office of
Landlord or such other place as Landlord may designate, without any set-off,
offset, abatement (except as expressly provided in this Lease) or deduction
whatsoever. Fixed Rent and Additional Rent shall be payable by check drawn on
a bank that is a member of the New York Clearinghouse Association, or on any
other bank reasonably acceptable to Landlord either having an office in New
York City or which is chartered as a national banking association, or by wire
transfer of immediately available funds.



          Section 2.2 Notwithstanding anything to the contrary contained herein,
upon execution and delivery of this Lease, Tenant shall pay to Landlord the sum
of Eighty-Eight Thousand Six Hundred Sixty-Six and 67/100 Dollars ($88,666.67)
representing the installment of Fixed Rent for the first (1st) full calendar
month of the Term starting on or after the Rent Commencement Date. If the Rent
Commencement Date occurs on a date other than the first (1st) day of any
calendar month, Tenant shall also pay to Landlord, on the Rent Commencement
Date, a sum equal to Two Thousand Nine Hundred Fifty-Five and 56/100 Dollars
($2,955.56), multiplied by the number of calendar days in the period from the
Rent Commencement Date to the last day of the month in which the Rent
Commencement Date occurs.



          Section 2.3 Notwithstanding anything to the contrary set forth in Section
2.1, Tenant shall have no obligation to pay Fixed Rent on account of the period
commencing on the Commencement Date and ending one day prior to the Rent
Commencement Date. Nothing contained herein shall affect Tenant’s obligation
to make any other payment under this Lease during the aforementioned period.



     ARTICLE 3. USE AND OCCUPANCY


          Section 3.1 Tenant shall use and occupy the Premises for the Permitted Use
and for no other purpose. Tenant shall not use or occupy or permit the use or
occupancy of any part of the Premises in any manner not permitted hereunder, or
which in Landlord’s reasonable judgment would adversely affect, in any material
respect (i) any services required to be furnished to any tenant or other
occupant of the Building, (ii) the use and occupancy of any part of the
Building by any other tenant or other occupant, or (iii) the exterior
appearance or reputation of the Building.



          (b) In connection with and ancillary to the primary use of the Premises
for the Permitted Uses, Tenant may, at Tenant’s expense and subject to the
provisions of this Lease and applicable Laws, use certain portions of the
Premises, for Tenant’s own business requirements
only, as a pantry for use solely by Tenant and its invitees, which may
contain reheating but not cooking equipment, including items such as a
microwave, coffee maker, sink, ice maker, vending machines, tables and chairs,
dishwasher, hot water heater and refrigerator. In addition, Tenant may,
subject to the provisions of this Lease and applicable Laws, use certain
portions of the Premises as (i) private lavatories (including shower
facilities), (ii) employee lounges and recreation areas, including exercise
rooms or areas, and (iii) the Permitted Data Center. All of



- 7 -






 





the foregoing uses
shall be upon and subject to the satisfaction of the following conditions (A)
no cooking or other preparation of food (other than the reheating of food by
microwave and the preparation of beverages) shall be done in any such pantry,
(B) no food or beverages will be kept or served in the Premises in a manner or
under any conditions that result in fumes or odors being emitted from, or
detectable outside of, the Premises, (C) Tenant will keep such portion or
portions of the Premises in a clean and sanitary condition and free of refuse
and vermin (including the use of extermination services whenever required), and
(D) Tenant will keep the plumbing and sanitary systems and installations
serving such portion or portions of the Premises to the points they connect
with the main vertical risers and stacks of the Building in a good state of
repair and operating condition.


          Section 3.2 Tenant shall not use or permit the Premises or any part
thereof to be used: (a) for the business of printing or other manufacturing of
any kind, (b) as a retail branch of a bank or savings and loan association, or
as a retail loan company, or as a retail stock broker’s or dealer’s office, (c)
for the storage of significant quantities of merchandise, (d) for the
distribution, by mail-order, electronically, or otherwise, of merchandise
originating at or shipped from the Premises, (e) as a restaurant or bar or for
the sale of food or beverages, (f) as a news or cigar stand, (g) as an
employment agency, labor union office, school, physician’s or dentist’s office,
dance or music studio, (h) as a barber shop or beauty salon, (i) for the sale,
at retail or otherwise, of any goods or products, (j) by the United States
Government, the City or State of New York, any Governmental Authority (except
for any sublease permitted pursuant to Section 14.1(b)), any foreign
government, the United Nations or any agency or department of any of the
foregoing or any Person having sovereign or diplomatic immunity, (k) for the
rendition of medical, dental or other therapeutic or diagnostic services, (l)
for the conduct of an auction, or (m) except for the Permitted Data Center, for
the installation, operation and maintenance of a data center or any switching,
electronic, optronic and transmission equipment and facilities in connection
with the operation of a telecommunications, web hosting or colocation business.



          Section 3.3 In the event that on the later to occur of (a) the
Commencement Date, or (b) the date Tenant has delivered to Landlord (i) payment
of the first month’s rent pursuant to Section 2.2, (ii) the insurance
certificates required pursuant to Section 11.1, and (iii) the Letter of Credit
pursuant to Section 32.2, Landlord fails to deliver possession of the Premises
to Tenant as required under this Lease, then, in addition to any other rights
and remedies available to Tenant under applicable Laws, Fixed Rent and
Additional Rent shall be abated until Landlord so delivers possession of the
Premises to Tenant.



          Section 3.4 Landlord shall make available to Tenant, at Landlord’s
expense, the right to park two (2) designated vehicles for Tenant’s executives,
on an unreserved monthly basis, in the parking garage located in the Building
(the “Spaces”), on a nonexclusive basis in common with Landlord and other
tenants of the Building and their officers, employees, contractors, agents,
customers and invitees, subject to the rules and regulations promulgated by
the operator of the parking garage from time to time. In no event shall
this Section 3.4 be deemed to convey to Tenant any leasehold or other
proprietary interest in or to the Spaces. Without limitation of the foregoing,
Landlord shall have no liability to Tenant in the event that the parking garage
in the Building ceases to operate or is prevented from operating, or the Spaces
become unavailable for any reason whatsoever, other than as the result of the
negligence or willful misconduct of Landlord or any Landlord Party.



- 8 -






 





     ARTICLE 4. ALTERATIONS


          Section 4.1 Tenant shall not make any Alterations without Landlord’s prior
written consent in each instance in accordance with Section 4.2, other than
decorative Alterations such as painting, wall coverings, floor coverings,
shelving and millwork not permanently affixed to the Premises (collectively,
“Decorative Alterations”), as to which Landlord’s consent shall not be
required. Landlord’s consent shall be granted or denied in Landlord’s sole
discretion; provided, however, that Landlord shall not unreasonably withhold
its consent to Alterations proposed to be made by Tenant provided that such
Alterations (a) are non-structural and do not, in any material respect,
adversely affect the Building Systems or services, (b) are performed only by
contractors approved in writing by Landlord as provided in Section 4.2(b), (c)
do not adversely affect, in any material respect, any part of the Building
other than the Premises, and (d) do not adversely affect, in any material
respect, any service required to be furnished by Landlord to Tenant or to any
other tenant or occupant of the Building.



          Section 4.2 (a) Prior to making any Alterations (other than Decorative
Alterations), Tenant shall (i) except for Decorative and Minor Alterations
(defined in Section 4.2(c)), submit to Landlord, for Landlord’s written
approval, detailed plans and specifications therefor in form reasonably
satisfactory to Landlord, (ii) if such Alterations require a filing with any
Governmental Authority or require the consent of such authority, then such
plans and specifications shall (A) be prepared and certified by a registered
architect or licensed engineer, and (B) comply with all Laws to the extent
necessary for such governmental filing or consent, (iii) at its expense, obtain
all required permits, approvals and certificates, and (iv) furnish to Landlord
duplicate original insurance policies or certificates of worker’s compensation
(covering all persons to be employed by Tenant, and all contractors and
subcontractors supplying materials or performing work in connection with such
Alterations) and commercial general liability (including property damage
coverage) insurance and Builder’s Risk coverage (issued on a completed value
basis) all in such form, with such companies, for such periods and in such
amounts as Landlord may reasonably require, naming Landlord and its managing
agent, and any Superior Lessor and any Mortgagee as to which Tenant has been
given notice as additional insureds. Except as otherwise expressly set forth
herein, all Alterations shall be performed by Tenant at Tenant’s expense (A) in
a good and workmanlike manner using materials of first class quality, (B) in
compliance with all Laws, and (C) in accordance with the plans and
specifications previously approved by Landlord (where plans and specifications
are required hereunder). Tenant shall at its expense obtain all approvals,
consents and permits from every Governmental Authority having or claiming
jurisdiction prior to, during and upon completion of any Alterations. Tenant
shall promptly reimburse Landlord, as Additional Rent within thirty (30) days
after demand, for any and all actual out-of-pocket costs and expenses incurred
by Landlord (without markup) in connection with Landlord’s review of Tenant’s
plans and specifications for any such Alteration.



          (b) Landlord shall not unreasonably withhold, or delay for more than five
(5) Business Days, its approval of the contractors proposed to be used by
Tenant for Alterations, provided that in the case of the fire safety trade,
Tenant shall select its contractors and subcontractors from Landlord’s list of
approved contractors, which list may be modified by Landlord from time to time.
Landlord has approved JLS Industries, Inc. as the contractor to be employed by
Tenant in the performance of the Initial Alterations.



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          (c) Notwithstanding the foregoing provisions of this Article 4, and in
addition to Decorative Alterations as to which no monetary limit shall apply,
Tenant shall be permitted to make minor, non-structural alterations to the
Premises (“Minor Alterations”) upon prior notice to Landlord, but without the
necessity of procuring Landlord’s consent thereto, provided that the estimated
cost of each Minor Alteration does not exceed $250,000.00 in any one instance.
The provisions of 4.2(b) shall be applicable to Minor Alterations. Prior to
commencing any Minor Alteration, Tenant shall furnish Landlord with (i) working
drawings or plans for such Minor Alteration in sufficient detail to permit
Landlord to determine that such Alteration complies with the requirements
hereof, and (ii) the names of the contractors proposed to be used by Tenant for
such Minor Alteration.



          (d) Prior to Landlord’s approval or disapproval of the plans and
specifications for any Alterations, Tenant and its contractors may perform
preparatory work in the Premises such as measurements, painting, and other
non-structural work that would not, if performed separately, require Landlord’s
consent under this Article 4; provided, however, that Landlord shall have no
liability to Tenant in connection with such preparatory work if Landlord shall
disapprove, in accordance with the provisions of this Lease, the plans and
specifications for the Alterations to which such preparatory work relates.



          (e) Upon completion of any Alterations, Tenant, at its expense, shall
promptly obtain certificates of final approval of such Alterations as may be
required by any Governmental Authority, and shall furnish Landlord with copies
thereof, together with “as-built” plans and specifications for such Alterations
prepared on an Autocad Computer Assisted Drafting and Design System, Version 12
or later (or such other system or medium as Landlord may accept in Landlord’s
sole discretion).



          Section 4.3 (a) All Alterations made by or on behalf of Tenant shall
become the property of Landlord on the Expiration Date or sooner termination of
this Lease. Landlord may condition its approval of Alterations that differ
materially from ordinary office installations, such as kitchen facilities,
vaults, shower facilities, raised floors, internal stairways, or slab
penetrations, by requiring Tenant to agree in writing to remove such
Alterations at the end of the Term as set forth in this Section 4.3 (any such
Alterations that Landlord so requires Tenant to agree to remove, “Non-Standard
Alterations”). Landlord acknowledges that Alterations by Tenant consisting of
supplemental HVAC equipment or pantries not containing cooking equipment (other
than microwave ovens) will not constitute Non-Standard Alterations. In
addition, Tenant shall have no obligation to remove or restore telephone wiring
or computer or data cabling installed by Tenant in the Building, except to the
extent provided in Section 10.10. If Landlord does not specify at the time of
its approval that an Alteration constitutes a Non-Standard Alteration, Tenant
shall have no obligation to remove such Alteration on the Expiration Date or
sooner termination of this Lease. On the Expiration Date or earlier
termination of the Term (i) Tenant shall remove Tenant’s Property from the
Premises, and (ii) unless Landlord notifies Tenant no later than sixty (60)
days prior to the Expiration Date that any or all of the Non-Standard
Alterations shall not be removed from the Premises, Tenant shall remove the
Non-Standard



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Alterations from the Premises, at Tenant’s expense. Tenant shall
repair and restore in a good and workmanlike manner (reasonable wear and tear
and damage for which Tenant is not liable hereunder excepted) any damage to the
Premises and the Building caused by such removal of Tenant’s Property and the
Non-Standard Alterations. Any of the Non-Standard Alterations or Tenant’s
Property that Tenant is required to remove and that are not so removed by
Tenant at or prior to the Expiration Date or earlier termination of the Term
shall be deemed abandoned and may, at the election of Landlord, either be
retained as Landlord’s property or be removed from the Premises by Landlord,
and Tenant shall reimburse Landlord, as Additional Rent within thirty (30) days
after demand, for Landlord’s actual out-of-pocket costs incurred in connection
with such removal. The provisions of this Section 4.3 shall survive the
Expiration Date or earlier termination of this Lease.


          (b) Landlord agrees to respond to any written request for approval of
plans and specifications for the Initial Alterations within five (5) Business
Days after delivery to Landlord (with simultaneous hand delivery to Landlord’s
designated consulting professionals listed on Exhibit F to this Lease, as such
list may be modified by Landlord from time to time on notice to Tenant) of
complete and detailed architectural, structural, mechanical and engineering
plans and specifications as required for such Alterations (collectively, the
“Initial Plans”). In addition, Landlord agrees to respond to any resubmission
of the Initial Plans within three (3) Business Days after written resubmission,
unless substantial revisions are required to the Initial Plans, in which event
Landlord shall respond to Tenant within five (5) Business Days thereafter. In
the event that Landlord disapproves all or any portion of the Initial Plans,
Landlord shall notify Tenant of the grounds for such disapproval with
reasonable specificity. If Landlord fails to approve or disapprove the Initial
Plans proposed by Tenant on or before the end of the applicable review period
set forth herein, Tenant shall have the right to provide Landlord with a second
written request for approval (a “Second Request”), which shall specifically
identify the Initial Plans to which such request relates, and set forth in bold
capital letters the following statement: IF LANDLORD FAILS TO RESPOND WITHIN
TWO (2) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN TENANT SHALL BE
ENTITLED TO COMMENCE CONSTRUCTION IN ACCORDANCE WITH THE PLANS AND
SPECIFICATIONS PREVIOUSLY SUBMITTED TO LANDLORD AND TO WHICH LANDLORD HAS
FAILED TO TIMELY RESPOND. In the event that Landlord fails to respond to a
Second Request within two (2) Business Days after receipt by Landlord, the
Initial Plans or revisions thereto for which the Second Request is submitted
shall be deemed to be approved by Landlord, and Tenant shall be entitled to
commence construction of the Initial Alterations or portion thereof to which
the Initial Plans relate, provided that the Initial Plans have been
appropriately filed in accordance with applicable Laws, all permits and
approvals required to be issued by any Governmental Authority shall have been
duly issued, and Tenant shall otherwise have complied with all provisions of
this Lease applicable to Alterations.



          (c) The provisions of Section 4.3(b) shall be applicable to Alterations
proposed by Tenant subsequent to the Initial Alterations, provided that for
purposes of such subsequent Alterations, all references in Section 4.3(b) to
periods of “five (5) Business Days” shall be deemed to mean “ten (10) Business
Days”, all references to periods of “three (3)
Business Days” shall be deemed to mean “five (5) Business Days”, all
references to periods of “two (2) Business Days” shall be deemed to mean “five
(5) Business Days”, and all references to the Initial Plans shall be deemed to
mean the plans and specifications submitted by Tenant with respect to such
Alterations.



          (d) In connection with the performance of Alterations, Landlord will not
unreasonably withhold its consent to requests by Tenant or Tenant’s contractors
to enter portions



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of the Building outside the Premises (including tenanted
spaces, to the extent Landlord has the right to permit such entry under
applicable leases) for the purpose of performing work required in connection
with such Alterations. With respect to the Initial Alterations, Landlord
hereby consents to the foregoing right of entry, and to the performance by
Tenant and Tenant’s contractors of construction work on a 24-hour a day basis,
provided that Tenant and its contractors shall comply with all applicable Laws
and with such reasonable limitations and requirements as Landlord shall impose
in order to minimize interference with or disruption of Landlord’s operation of
the Building or the use and occupancy of the Building by other tenants and
occupants.


          (e) Prior to the approval of the Initial Plans and prior to the issuance
of the building permits and other approvals, if any, of any Governmental
Authorities required for the Initial Alterations, in addition to the
preparatory work Tenant may perform pursuant to Section 4.2(d), Tenant and its
contractors may perform non-structural elements of the Initial Alterations in
the Premises such as installing track for sheetrock walls (but not the
sheetrock walls themselves), lamination of existing walls, and similar work;
provided, however, that Landlord shall have no liability to Tenant in
connection with such work if for any reason the building permits and other
approvals, if any, for such Initial Alterations are not issued. Further,
following receipt of building permits and any other approvals of any
Governmental Authorities required for the Initial Alterations, but before
approval of the Initial Plans, Tenant may perform other elements of work in
connection with the Initial Alterations other than any structural or MEP work.



          Section 4.4 If, because of any act or omission of Tenant or any Tenant
Party, any mechanic’s lien, U.C.C. financing statement or other lien, charge or
order for the payment of money shall be filed against Landlord, or against all
or any portion of the Premises, the Building or the Real Property, Tenant
shall, at its expense, cause the same to be discharged of record, by bonding or
otherwise, within thirty (30) days after Tenant receives actual notice of the
filing thereof, and Tenant shall indemnify, defend and save Landlord harmless
against and from all costs, expenses, liabilities, suits, penalties, claims and
demands (including reasonable attorneys’ fees and disbursements) resulting
therefrom.



          Section 4.5 Tenant shall not, at any time prior to or during the Term,
directly or indirectly employ, or permit the employment of, any contractor,
mechanic or laborer in the Premises, whether in connection with any Alteration
or otherwise, if in Landlord’s sole judgment such employment will interfere or
cause any conflict with other contractors, mechanics, or laborers engaged in
the construction, maintenance or operation of the Building by Landlord, Tenant
or others, or the use and enjoyment of other tenants or occupants of the
Building.



     ARTICLE 5. CONDITION OF THE PREMISES; LANDLORD’S WORK


          Section 5.1 Tenant has examined the Premises and, subject to the
completion of Landlord’s Work as provided in Section 5.2, agrees to accept
possession of the Premises in their “as is” condition on the Commencement Date,
and further agrees that, except for the performance of Landlord’s Work and the
payment of Landlord’s Contribution as expressly set forth in this Article 5,
Landlord shall have no obligation to perform any work, supply any materials,
incur any expenses or make any installations in order to prepare the Premises
for Tenant’s occupancy. The taking of possession of the Premises by Tenant
shall be conclusive



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evidence as against Tenant that at the time such possession
was so taken, the Premises were in good and satisfactory condition, except as
otherwise expressly set forth herein and except for latent defects.


          Section 5.2 Prior to the Commencement Date, Landlord shall perform the
work described on Exhibit C to this Lease at the Premises (and any other work
specifically described in this Lease as Landlord’s Work), at Landlord’s expense
and in accordance with applicable Laws (“Landlord’s Work”). Landlord has
Substantially Completed the elements of Landlord’s Work listed as items 1 and 2
on Exhibit C, and Landlord shall Substantially Complete the element of
Landlord’s Work listed as item 4 on Exhibit C (the “Slab Work”) on or before
July 31, 2003. Notwithstanding anything to the contrary set forth in this
Lease, if Landlord fails to Substantially Complete the Slab Work on or before
July 31, 2003, Tenant may, on notice to Landlord, perform the Slab Work, at
Landlord’s expense, and Landlord shall reimburse Tenant for the cost thereof
within thirty (30) days after presentation of invoices. Landlord shall use
commercially reasonable efforts to Substantially Complete the remaining items
of Landlord’s Work (i) in a good and workmanlike manner and so as not to
materially interfere with the performance by Tenant of the Initial Alterations,
and (ii) on or before the date upon which Tenant shall Substantially Complete
the Initial Alterations. Within five (5) days after Landlord gives notice to
Tenant that Landlord’s Work is Substantially Complete, Tenant shall cause its
architect, construction manager and/or its contractors to examine the Premises
and deliver to Landlord a “punch list” describing in reasonable detail any
fully or partially unfinished or improperly completed portions of Landlord’s
Initial Work, and also describing any of the existing improvements, including
existing piping and electrical conduit, then remaining in the Premises that
Tenant wishes Landlord to demolish, and Landlord shall promptly complete or
correct such Landlord’s Work in a manner so as to not interfere with the
performance of the Initial Alterations.



          Section 5.3 (a) Landlord acknowledges that Tenant intends to perform
certain Alterations in order to prepare the Premises for its occupancy
(collectively, the “Initial Alterations”). The Initial Alterations shall be
approved by Landlord as and to the extent required under Article 4, in
compliance with all applicable Laws, and shall include the (i) installation of
a sprinkler system or other fire suppression system satisfactory to Landlord,
and (ii) the renovation of the men’s and women’s bathrooms located in the
Premises (as distinct from those located in the central core area of the tenth
(10th) floor, which are the subject of Section 5.3(b)), without reduction in
the number of fixtures as now existing in such bathrooms. Landlord agrees that
the existing main sprinkler loop in the eastern core area of the tenth (10th)
floor of the Building shall not be removed, and shall be available to Tenant in
connection with the installation of its
sprinkler system or other fire suppression system. Landlord agrees to
make Landlord’s Contribution toward the cost of the Initial Alterations,
subject to and in accordance with Article 30.



          (b) Tenant shall have the right, during the performance of the Initial
Alterations, to renovate the existing common area hallways, and/or common area
men’s and women’s bathrooms located in the central core area of the tenth
(10th) floor (the “Common Area Bathrooms”), at Tenant’s expense and subject to
the provisions of Article 4, without reduction in the number of fixtures as now
existing in the Common Area Bathrooms. If Tenant elects to perform any of such
renovations, Tenant shall complete such renovations promptly, in a good



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and
workmanlike manner and in compliance with all applicable Laws. Following the
completion of such renovations, Landlord shall maintain, clean and supply the
Common Area Bathrooms (but not the bathrooms within the Premises) in a Building
standard manner.


          (c) Tenant shall have the right, during the performance of the Initial
Alterations or thereafter during the Term, to connect Tenant’s electronic
security system to the Building security system, provided that Tenant’s
security system is compatible with the Building security system, at Tenant’s
expense and subject to the provisions of Article 4. If technically feasible,
Landlord will permit Tenant’s electronic access cards that provide access to
the Premises to also provide access through the Building ground floor lobby
turnstiles, provided that Tenant’s access cards must be imprinted on one side
with the Building standard access card logotype and format. Tenant will
reimburse Landlord for any actual, reasonable, out-of-pocket costs incurred by
Landlord for third-party services for programming, software or connection
charges in connection with the foregoing, but otherwise the same shall be
without charge to Tenant.



          Section 5.4 On request by Tenant, Landlord, at Tenant’s expense, shall
promptly join in any applications for any permits, approvals or certificates
from any Governmental Authority required to be obtained by Tenant, and shall
sign such applications promptly after request by Tenant and shall otherwise
cooperate with Tenant in connection therewith, provided that Landlord shall not
be obligated to incur any cost or expense, including attorneys’ fees and
disbursements for which Landlord is not reimbursed by Tenant, or suffer or
incur any liability for which Landlord is not indemnified by Tenant. Landlord
agrees to promptly sign such applications prior to Landlord’s review and
approval of the plans and specifications to which such applications relate;
provided, however, that no such action by Landlord shall in any way constitute
a waiver of Landlord’s right to approve or disapprove such plans and
specifications in accordance with the provisions of this Lease.



     ARTICLE 6. REPAIRS; FLOOR LOAD


          Section 6.1 Landlord shall maintain and repair the Building Systems and
the public portions of the Building, both exterior and interior, and the
structural elements thereof, including the roof, foundation and curtain wall.
Tenant, at Tenant’s expense, shall take good care of the Premises and the
fixtures, systems, equipment and appurtenances therein that serve or benefit
the Premises, and make all non-structural repairs thereto as and when needed to
preserve them in good working order and condition, except for reasonable wear
and tear, obsolescence
and damage for which Tenant is not responsible pursuant to the provisions
of Articles 11 and 12. Notwithstanding the foregoing, and subject to Section
11.2, all damage or injury to the Premises or to any other part of the
Building, or to its fixtures, equipment and appurtenances, caused by or
resulting from the negligence or willful misconduct of, or Alterations made by
Tenant or any Tenant Party shall be repaired at Tenant’s expense, (a) by
Tenant, if the required repairs are non-structural and do not affect any
Building System, subject to Landlord’s approval as and to the extent provided
under Article 4, or (b) by Landlord (if the required repairs are structural or
affect, in any material respect, any Building System). Tenant also shall
repair all damage to the Building and the Premises caused by the making of any
Alterations or by the moving of Tenant’s Property. All of such repairs shall
be of quality or class equal to the original work or construction. If Tenant
fails after fifteen (15) days notice to proceed with due diligence to make



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repairs required to be made by Tenant, Landlord may make such repairs at
Tenant’s expense, and Tenant shall pay the costs and expenses so incurred by
Landlord, with interest at the Default Rate, as Additional Rent within thirty
(30) days after rendition of a bill or statement therefor.


          Section 6.2 Tenant shall not place a load upon any floor of the Premises
exceeding the floor load per square foot that such floor was designed to carry
and which is allowed by law. Tenant shall not move any safe, heavy equipment,
freight, bulky matter or fixtures into or out of the Building without
Landlord’s prior consent, which will not be unreasonably withheld. If such
items require special handling, Tenant shall employ only persons holding a
Master Rigger’s license to do such work.



          Section 6.3 There shall be no allowance to Tenant for a diminution of
rental value, no constructive eviction of Tenant and no liability on the part
of Landlord by reason of inconvenience, annoyance or injury to business arising
from Landlord making, or failing to make, any repairs, alterations, additions
or improvements in or to any portion of the Building or the Premises, or in or
to fixtures, appurtenances or equipment thereof. Landlord shall use
commercially reasonable efforts to minimize interference with Tenant’s access
to and use and occupancy of the Premises in making any repairs, alterations,
additions or improvements; provided, however, that Landlord shall have no
obligation to employ contractors or labor at overtime or other premium pay
rates or to incur any other overtime costs or additional expenses whatsoever,
unless Tenant agrees to reimburse Landlord for the incremental cost thereof.
Notwithstanding the foregoing, if an emergency condition exists that Landlord
is obligated to cure or repair pursuant to this Lease, and such condition poses
an imminent danger to persons or property or is likely to render the Premises
or any material portion thereof unusable for the conduct of Tenant’s business,
then Landlord shall, at Landlord’s expense, use overtime labor to the extent
necessary to correct such condition.



          Section 6.4 Notwithstanding anything to the contrary contained in any
other provision of this Lease, in the event that (a) Tenant is unable to use
all or any material portion of the Premises for the ordinary conduct of
Tenant’s business, and such condition continues for a period in excess of five
(5) consecutive days, (b) Tenant does not actually use the Premises or such
portion thereof during such period, and (c) such condition has not been caused
by any act, negligence or misconduct of Tenant or any Tenant Party, then Fixed
Rent and Tenant’s Tax Payment shall be reduced on a per diem basis in the
proportion that the area of the unusable portion of the Premises bears to the
total Premises Area, for the period commencing on the first (1st) day after the
commencement of such condition and ending on the earlier of (i) the date
Tenant reoccupies the Premises or the affected portion thereof, as the
case may be, for the ordinary conduct of its business, or (ii) the date that
such condition is substantially remedied. Tenant shall give Landlord prompt
notice of the occurrence of any such condition.



          Section 6.5 Tenant shall not require, permit, suffer or allow the cleaning
of any window in the Premises from the outside in violation of Section 202 of
the New York Labor Law or any successor statute thereto, or of any other Law.



     ARTICLE 7. REAL ESTATE TAX INCREASES


          Section 7.1 The following terms shall have the meanings set forth below:



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          (a) “Taxes” shall include the aggregate amount of (i) all real estate
taxes, assessments (special or otherwise) (provided that any such special
assessments shall be included as if payable in the maximum number of
installments permitted), including assessments made as a result of the Real
Property or any part thereof being within a business improvement district,
sewer and water rents, rates and charges and any other governmental levies,
impositions or charges, whether general, special, ordinary, extraordinary,
foreseen or unforeseen, which may be assessed, levied or imposed upon all or
any part of the Real Property, and (ii) any expenses (including reasonable
attorneys’ fees and disbursements and experts’ and other witness’ fees)
incurred in contesting any of the foregoing or the Assessed Valuation (as
defined in Section 7.1(d)) of all or any part of the Real Property. Taxes
(including Base Taxes) shall be calculated without giving effect to any
reductions, abatements, exemptions or similar benefits or paybacks provided
under the New York City Industrial and Commercial Incentive Program. If the
methods of taxation prevailing at the date hereof are altered so that in lieu
of or as an addition to or as a substitute for all or any part of the Taxes,
there shall be assessed, levied or imposed (A) a tax, assessment, levy,
imposition or charge based on the rents received from the Real Property,
whether or not wholly or partially as a capital levy or otherwise, (B) a tax,
assessment, levy, imposition or charge measured by or based in whole or in part
on all or any part of the Real Property and imposed upon Landlord, or (C) any
other tax, assessment, levy, imposition, charge or license fee however
described or imposed, then all such taxes, assessments, levies, impositions,
charges or license fees or the part thereof so measured or based shall be
deemed to be Taxes; provided, however, that any such taxes, fees or charges
that are in “addition to” taxes otherwise payable under this Section 7.1(a)
shall (1) only be deemed Taxes if such taxes are imposed upon owners of
commercial buildings in Manhattan generally, as constituting real estate taxes
for the purpose of calculating similar lease tax escalation provisions, and (2)
be calculated on the basis that the Real Property is the only asset of
Landlord. Taxes shall not include franchise, gift, inheritance, estate, sales,
income or profit taxes imposed upon Landlord, any Superior Lessor or any
Mortgagee by any Governmental Authority, or any fines, interest or penalties
imposed for late payment of Taxes.



          (b) “Tenant’s Share” means three and 3/10ths of one percent (3.3%).



          (c) “Base Taxes” means the Taxes payable for the Tax Year commencing on
July 1, 2004 and ending June 30, 2005.



          (d) “Assessed Valuation” means the amount for which the Real Property is
assessed pursuant to applicable provisions of the New York City Charter and of
the Administrative Code of the City of New York for the purpose of imposition
of Taxes.



          (e) “Tax Year” means the period July 1 through June 30 (or such other
period as may be duly adopted by the City of New York as its fiscal year for
real estate tax purposes).



          (f) “Comparison Year” means any Tax Year commencing with the 2005/2006 Tax
Year.



          (g) “Landlord’s Statement” means an instrument or instruments containing a
comparison of the Base Taxes and the Taxes payable for any Comparison Year.



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          (h) “Tenant’s Projected Tax Payment” means Tenant’s Tax Payment (as
defined in Section 7.1(i)), if any, made by Tenant for the prior Comparison
Year, plus an amount equal to Landlord’s estimate of the amount of increase in
Tenant’s Tax Payment for the then current Comparison Year, divided by twelve
(12) and payable monthly by Tenant to Landlord as Additional Rent.



          (i) “Tenant’s Tax Payment” means Tenant’s Share of the excess of the Taxes
payable for any Comparison Year over the Base Taxes.



          Section 7.2 (a) If the Taxes payable for any Comparison Year (any part or
all of which falls within the Term) shall exceed the Base Taxes, Tenant shall
pay Tenant’s Tax Payment to Landlord, as Additional Rent within thirty (30)
days after demand from Landlord accompanied by Landlord’s Statement. Before or
after the start of each Comparison Year, Landlord shall furnish a Landlord’s
Statement to Tenant. If there is any increase in Taxes payable for any
Comparison Year, whether during or after such Comparison Year, or if there is
any decrease in the Taxes payable for any Comparison Year, Landlord may furnish
a revised Landlord’s Statement for such Comparison Year, and Tenant’s Tax
Payment for such Comparison Year shall be adjusted, and within thirty (30) days
after Tenant’s receipt of such revised Landlord’s Statement, Tenant shall (i)
with respect to any increase in Taxes payable for such Comparison Year, pay
such increase in Tenant’s Tax Payment to Landlord, or (ii) with respect to any
decrease in Taxes payable for such Comparison Year, Landlord shall credit such
decrease in Tenant’s Tax Payment against the next installment(s) of Rent,
provided that if such decrease in Taxes is attributable to the final Comparison
Year of the Term, Landlord shall pay the amount of such decrease in Tenant’s
Tax Payment to Tenant. If, during the Term, Landlord shall elect to collect
Tenant’s Tax Payments in full or in quarterly or bi-annual or other
installments on any other date or dates than as presently required, then
following Landlord’s notice to Tenant, Tenant’s Tax Payments shall be
correspondingly revised. The benefit of any discount for any early payment or
prepayment of Taxes relating to all or any part of the Real Property shall
accrue solely to the benefit of Landlord and Taxes shall be computed without
subtracting such discount.



          (b) Tenant shall pay Tenant’s Projected Tax Payment to Landlord, as
Additional Rent, for each Comparison Year. On each date that Tenant’s Tax
Payment is due from Tenant pursuant to the terms of this Section 7.2, Landlord
shall apply the aggregate of the installments of Tenant’s Projected Tax Payment
then on account with Landlord against Tenant’s
Tax Payment or installment thereof then due from Tenant. In the event
that such aggregate amount is not sufficient to discharge such Tax Payment or
installment, Landlord shall so notify Tenant, and the amount of Tenant’s
payment obligation with respect to such Tax Payment or installment pursuant to
this Section 7.2, shall be equal to the amount of the insufficiency and shall
be payable within thirty (30) days of demand by Landlord. If, however, such
aggregate amount is greater than the Tax Payment or installment, Landlord shall
credit the amount of such excess against the next installment(s) of Rent due
hereunder, and if such credit is payable during or on account of the final year
of the Term, Landlord shall pay such amount to Tenant within thirty (30) days
of Landlord’s determination of the amount thereof.



          (c) Only Landlord shall be eligible to institute Tax reduction or other
proceedings to reduce the Assessed Valuation of the Real Property, and the
filings of any such proceeding by Tenant without Landlord’s prior written
consent shall constitute a default




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hereunder. If the Base Taxes are reduced by
final determination of legal proceedings, settlement or otherwise, then Base
Taxes shall be correspondingly revised, the Additional Rent theretofore paid or
payable on account of Tenant’s Tax Payment hereunder for all Comparison Years
shall be recomputed on the basis of such reduction, and Tenant shall pay to
Landlord, as Additional Rent within thirty (30) days after being billed
therefor, any deficiency between the amount of such Additional Rent theretofore
computed and paid by Tenant to Landlord and the amount thereof due as a result
of such recomputations. If the Base Taxes are increased by such final
determination of legal proceedings, settlement or otherwise, then, Landlord
shall either pay to Tenant, or at Landlord’s election, credit against
subsequent payments of Rent an amount equal to the excess of the amounts of
such Additional Rent theretofore paid by Tenant over the amount thereof
actually due as a result of such recomputations. If Landlord receives a refund
or reduction of Taxes for any Comparison Year, Landlord shall, within ninety
(90) days after such refund is actually received or such credit is actually
applied against Taxes then due and payable, either pay to Tenant, or, at
Landlord’s election, credit against subsequent installment(s) of Rent an amount
equal to Tenant’s Share of the refund or reduction, provided that such amount
shall not exceed Tenant’s Tax Payment paid for such Comparison Year. Nothing
herein contained shall obligate Landlord to file any application or institute
any proceeding seeking a reduction in Taxes or Assessed Valuation.


          (d) Tenant shall pay Tenant’s Tax Payment as provided in this Section 7.2
regardless of the fact that Tenant may be exempt, in whole or in part, from the
payment of any taxes by reason of Tenant’s diplomatic or other tax exempt
status or for any other reason whatsoever.



          (e) Tenant shall pay to Landlord, as Additional Rent within thirty (30)
days after demand, any occupancy tax or rent tax applicable to the Premises now
in effect or hereafter enacted, if payable by Landlord in the first instance or
hereafter required to be paid by Landlord.



          (f) If the Expiration Date occurs on a date other than July 1 or June 30,
respectively, any Additional Rent payable by Tenant to Landlord under this
Section 7.2 for the Comparison Year in which the Expiration Date occurs, shall
be apportioned in that percentage which the number of days in the period from
July 1 to the Expiration Date bears to the total number of days in such
Comparison Year. In the event of a termination of this Lease, any Additional
Rent under this Section 7.2 shall be paid or adjusted within thirty (30) days
after
submission of Landlord’s Statement. In no event shall Fixed Rent ever be
reduced by operation of this Section 7.2 and the rights and obligations of
Landlord and Tenant under the provisions of this Section 7.2 with respect to
any Additional Rent shall survive the Expiration Date or earlier termination of
this Lease.



          Section 7.3 (a) The computations of Additional Rent under this Article 7
are intended to constitute a formula for an agreed rental adjustment and may or
may not constitute an actual reimbursement to Landlord for costs and expenses
paid by Landlord with respect to the Building.



          (b) Each Landlord’s Statement sent to Tenant shall be conclusively binding
upon Tenant unless Tenant shall (i) pay to Landlord the amount set forth in
such statement when due, without prejudice to Tenant’s right to dispute such
statement, and (ii) within one hundred



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eighty (180) days after such statement
is sent, send a notice to Landlord objecting to such statement and specifying
in reasonable detail the reasons for Tenant’s claim that such statement is
incorrect.


          Section 7.4 Landlord’s failure to render a Landlord’s Statement with
respect to any Comparison Year shall not prejudice Landlord’s right to
thereafter render a Landlord’s Statement with respect thereto or with respect
to any subsequent Comparison Year, nor shall the rendering of a Landlord’s
Statement prejudice Landlord’s right to thereafter render a corrected
Landlord’s Statement for that Comparison Year. Nothing herein contained shall
restrict Landlord from issuing a Landlord’s Statement at any time there is an
increase in Taxes during any Comparison Year or any time thereafter.



     ARTICLE 8. COMPLIANCE WITH LAWS


          Section 8.1 (a) Tenant, at its expense, shall comply with all Laws
applicable to the Premises or the use and occupancy thereof by Tenant, and make
all repairs or Alterations required thereby, whether structural or
nonstructural, ordinary or extraordinary, unless otherwise expressly provided
herein; provided, however, that Tenant shall not be obligated to comply with
any Law requiring any structural alteration to the Premises unless the
application of such Law arises from (i) Tenant’s particular manner of use or
occupancy of the Premises (as distinguished from the use or occupancy of the
Premises for office purposes generally), (ii) subject to Section 11.2, any
cause or condition created by or on behalf of any Tenant Party (including any
Alterations), (iii) the breach of any of Tenant’s obligations under this Lease,
or (iv) any Hazardous Materials having been brought into the Building by any
Tenant Party. Tenant shall not do or permit to be done any act or thing on the
Premises that will invalidate or be in conflict with Landlord’s insurance
policies, and shall not do or permit anything to be done in or upon the
Premises, or use the Premises in a manner, or bring or keep anything therein,
which shall increase the rates for casualty or liability insurance applicable
to the Building. If, as a result of the negligence or willful misconduct of
Tenant or any Tenant Party, or by reason of Tenant’s failure to comply with the
provisions of this Article 8, the insurance rates for the Building are
increased, then Tenant shall desist from doing or permitting to be done any
such negligence or willful misconduct and shall reimburse Landlord, as
Additional Rent hereunder, for that part of all insurance premiums thereafter
paid by Landlord which shall have been charged because of
such act, negligence or willful misconduct by Tenant, and shall make such
reimbursement within thirty (30) days following demand by Landlord.



          (b) Tenant, at its expense, after notice to Landlord, may contest by
appropriate proceedings prosecuted diligently and in good faith, the validity,
or applicability to the Premises or Tenant, of any Law, provided that: (i)
Landlord shall not be subject to criminal penalty or to prosecution for a
crime, or any other fine or charge, nor shall the Premises or any part thereof
or the Real Property or any part thereof be subject to being condemned or
vacated, nor shall the Real Property or any part thereof be subjected to any
lien or encumbrance, by reason of non-compliance or otherwise by reason of such
contest (unless bonded or otherwise released within thirty (30) days after
Tenant receives notice of the filing thereof); (ii) no unsafe or hazardous
condition relating to such contest shall remain unremedied; (iii) such
non-compliance or contest shall not constitute or result in any default beyond
applicable grace and notice periods under any Superior Lease or Superior
Mortgage, or if any such Superior Lease or Superior Mortgage shall



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permit such
non-compliance or contest on condition of the taking of action or furnishing of
security by Landlord, such action shall be taken and such security shall be
furnished at the expense of Tenant; (iv) such non-compliance or contest shall
not prevent Landlord from obtaining any and all permits and licenses then
required under applicable Laws in connection with the operation of the
Building; and (v) Tenant shall keep Landlord advised as to the status of such
proceedings, including any settlement thereof. Tenant agrees to indemnify
Landlord in accordance with Article 28 from liability or expense arising out of
any such deferral of compliance or contest. Landlord agrees to execute any
documents reasonably required by Tenant in order to permit Tenant effectively
to carry on any such contest, provided Landlord is not thereby subjected to any
material cost or expense not reimbursed by Tenant or exposed to any material
liability or obligation on account thereof.


          Section 8.2 Tenant shall not at any time use or occupy the Premises in
violation of the certificate of occupancy at such time issued for the Premises
or for the Building and in the event that any Governmental Authority shall
declare by notice, violation, order or in any other manner whatsoever that the
Premises are used for a purpose in violation of such certificate of occupancy,
Tenant shall, on five (5) days’ notice from Landlord or any Governmental
Authority, immediately discontinue such use of the Premises. Failure by Tenant
to discontinue such use after such notice shall be considered a default in the
fulfillment of a material covenant of this Lease, and Landlord shall have the
right to exercise any and all of its rights and remedies pursuant to Articles
16 and 17. Landlord represents that the current (temporary) certificate of
occupancy for the Building, a copy of which has been provided to Tenant,
permits the use of the Premises for the Permitted Uses. Landlord will not
amend or modify the certificate of occupancy for the Building so as to prevent
the use of the Premises for the Permitted Uses.



          Section 8.3 (a) Landlord, at its expense, shall comply with all Laws
applicable to (i) the Premises, to the extent that such compliance is not the
obligation of Tenant pursuant to the provisions of Section 8.1, and (ii) the
Building, in either case only to the extent that the failure to effect such
compliance would subject Tenant to liability or adversely affect, in any
material respect (A) Tenant’s use or occupancy of the Premises for the
Permitted Uses, (B) Tenant’s access to the Premises, (C) the provision of
required Building services to the
Premises, or (D) Tenant’s ability to perform Alterations that would
otherwise be permitted hereunder.



          (b) Landlord may defer compliance with any Laws that it is obligated to
comply with hereunder, so long as Landlord shall be contesting the validity or
applicability thereof in good faith by appropriate proceedings, provided that
(i) Tenant shall not be subject to criminal penalty or to prosecution for a
crime, or any other fine or charge, (ii) neither the Premises nor any part of
the Building or Real Property that affects the Premises or Tenant’s use and
occupancy thereof shall be subject to being condemned or vacated by reason of
non-compliance or otherwise by reason of such contest, (iii) such
non-compliance or contest shall not prevent Tenant from lawfully occupying the
Premises for the Permitted Uses, or performing any Alterations in the Premises
(including the Initial Alterations), or obtaining any and all permits and
licenses then required under applicable Laws in connection with the operation
of the Premises, (iv) Landlord shall use reasonable efforts to keep Tenant
advised as to the status of such proceedings, (v) no unsafe or hazardous
condition relating to such contest remains



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unremedied that affects Tenant or
the Premises in any material respect, and (vi) such non-compliance shall not
adversely affect, in any material respect, Tenant’s access to the Premises or
the provision of required Building services to the Premises. Landlord agrees
to indemnify Tenant in accordance with Article 28 from liability or expense
arising out of any such deferral of compliance or contest.


          (c) Without limiting the generality of the foregoing, in the event that
following the Commencement Date, Tenant is unable to obtain any building
permits or other permits, approvals or certificates from any Governmental
Authority required for the performance of the Initial Alterations solely as the
result of the existence of any violations of Laws affecting the Building, not
caused by Tenant and compliance with which are the responsibility of Landlord
pursuant to this Lease, then following notice thereof from Tenant (i) Landlord
shall proceed diligently and in good faith to cure and/or cause such violations
to be discharged of record, and (ii) the Rent Commencement Date shall be
postponed by two (2) days for each day that the Substantial Completion of the
Initial Alterations is actually delayed by reason of such violations of Laws.



     ARTICLE 9. SUBORDINATION AND NON-DISTURBANCE; ESTOPPEL CERTIFICATES


          Section 9.1 This Lease, and all rights of Tenant hereunder, are and shall
be subject and subordinate in all respects to all Mortgages and Superior
Leases. This Section 9.1 shall be self-operative and no further instrument of
subordination shall be required. In confirmation of such subordination, Tenant
shall promptly execute and deliver any instrument that Landlord or any Superior
Lessor or Mortgagee may reasonably request to evidence such subordination.



          Section 9.2 Except as set forth in this Article 9 and in Article 12, in
the event of any act or omission of Landlord which would give Tenant the right,
immediately or after lapse of a period of time, to cancel or terminate this
Lease, or to claim a partial or total eviction, Tenant shall not exercise such
right (a) until it has given written notice of such act or omission to each
Mortgagee and Superior Lessor whose name and address shall previously have been
furnished to Tenant in writing, and (b) unless such act or omission shall
be one which is not capable of being remedied by Landlord or such Mortgagee or
Superior Lessor within a reasonable period of time, until a reasonable period
for remedying such act or omission shall have elapsed following the giving of
such notice and following the time when such Mortgagee or Superior Lessor shall
have become entitled under such Mortgage or Superior Lease, as the case may be,
to remedy the same (which reasonable period shall in no event be less than the
period to which Landlord would be entitled under this Lease or otherwise, after
similar notice, to effect such remedy), provided such Mortgagee or Superior
Lessor shall with due diligence give Tenant written notice of its intention to
remedy such act or omission, and such Mortgagee or Superior Lessor shall
commence and thereafter continue with reasonable diligence to remedy such act
or omission. If more than one Mortgagee or Superior Lessor shall become
entitled to any additional cure period under this Section 9.2, such cure
periods shall run concurrently, not consecutively.



          Section 9.3 If a Mortgagee or Superior Lessor shall succeed to the rights
of Landlord under this Lease, whether through possession or foreclosure action
or delivery of a new lease or deed, then at the request of such party so
succeeding to Landlord’s rights (“Successor



- 21 -






 





Landlord”) and upon Successor
Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn
to and recognize Successor Landlord as Tenant’s landlord under this Lease, and
shall promptly execute and deliver any instrument that Successor Landlord may
reasonably request to evidence such attornment. Upon such attornment this
Lease shall continue in full force and effect as, or as if it were, a direct
lease between Successor Landlord and Tenant upon all of the terms, conditions
and covenants as are set forth in this Lease and shall be applicable after such
attornment except that Successor Landlord shall not:



		
	 	          (a) be liable for any previous act or omission of Landlord under this
Lease, but if such previous act or omission of Landlord constitutes a default
under this Lease that continues after the date of such attornment and adversely
affects Tenant’s use and occupancy of the Premises in any material respect,
then Successor Landlord shall be obligated to cure such continuing default;
	 
	 	          (b) be subject to any offset which theretofore may have accrued to
or be claimed by Tenant against Landlord; or
	 
	 	          (c) be bound by any previous material modification of this Lease,
not expressly provided for in this Lease, or by any previous prepayment
of more than one month’s Fixed Rent, unless such modification or
prepayment shall have been expressly approved in writing by such
Mortgagee or Superior Lessor.



          Section 9.4 (a) Notwithstanding the foregoing provisions of this Article
9, as a condition to Tenant’s agreement hereunder to subordinate Tenant’s
interest in this Lease to any existing or future Mortgages or Superior Leases,
Landlord shall deliver to Tenant for execution and acknowledgment a
Non-Disturbance Agreement from the holder of each Mortgage and Superior Lease.
A “Non-Disturbance Agreement” shall mean a subordination, attornment and
non-disturbance agreement duly executed and acknowledged by the holder of a
Mortgage or a Superior Lease, as the case may be, in recordable form and in the
form customarily employed by such Mortgagee or Superior Lessor and reasonably
satisfactory to Tenant. Landlord represents to Tenant that (i) 111 8th Funding
Company, a Delaware corporation (“Lender”) is the sole
Mortgagee of the Building and the Real Property, and (ii) there are no
Superior Leases affecting the Building or the Real Property. Tenant shall
reimburse Landlord, within thirty (30) days after demand therefor, for
Landlord’s out-of-pocket costs incurred in payment of the fees and
disbursements of counsel to any Mortgagee or Superior Lessor. Tenant agrees to
execute, acknowledge and deliver to Landlord any such Non-Disturbance Agreement
promptly after delivery by Landlord or any Mortgagee or Superior Lessor.



          (b) If Landlord fails to deliver to Tenant a Non-Disturbance Agreement
from Lender within thirty (30) days following the date that this Lease is fully
executed and unconditionally delivered to Landlord and Tenant, then Tenant
shall have the right to terminate this Lease by notice to Landlord, and upon
the giving of such notice this Lease shall automatically terminate and be of no
further force and effect, and thereafter neither party shall have any liability
to the other hereunder, except as expressly provided hereunder, and Landlord
shall return to Tenant the Security Deposit and any prepaid rent deposited by
Tenant hereunder.









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          Section 9.5 Each party agrees, at any time and from time to time, as
requested by the other party, upon not less than ten (10) Business Days’ prior
notice, to execute and deliver to the other a written statement executed and
acknowledged by such party (a) stating that this Lease is then in full force
and effect and has not been modified (or if modified, setting forth all
modifications), (b) setting forth the then annual Fixed Rent, (c) setting forth
the date to which the Fixed Rent and Additional Rent have been paid, (d)
stating whether or not, to the best knowledge of the signatory, the other party
is in default under this Lease, and if so, setting forth the specific nature of
all such defaults, (e) stating the amount of the Security Deposit, (f) stating
whether there are any subleases affecting the Premises, (g) stating the address
of the signatory to which all notices and communication under the Lease shall
be sent, the Commencement Date and the Expiration Date, and (h) as to any other
matters reasonably requested by the party requesting such certificate. The
parties acknowledge that any statement delivered pursuant to this Section 9.5
may be relied upon by others with whom the party requesting such certificate
may be dealing, including any purchaser or owner of the Real Property or the
Building, or of Landlord’s interest in the Real Property or the Building or any
Superior Lease, or by any Mortgagee or Superior Lessor, or by any prospective
or actual sublessee of the Premises or assignee of this Lease, or permitted
transferee of or successor to Tenant.



     Article 10. Services


          Section 10.1 Electricity. (a) Landlord shall, as part of Landlord’s
Work, make available to Tenant, at two disconnect switches to be installed by
Landlord within the two existing electrical closets located on the tenth (10th)
floor of the Building, 1400 amperes (connected load) of 460/480 volt, 3-phase,
4-wire, AC electrical capacity dedicated to Tenant (the “Electrical Capacity”),
consisting of 600 amperes at one disconnect switch, and 800 amperes at the
other disconnect switch. The Electrical Capacity shall be available to Tenant
throughout the Term, subject to Unavoidable Delays. Tenant shall be solely
responsible, at Tenant’s expense, for the installation of any additional risers
or other electrical facilities and equipment required in order to deliver the
Electrical Capacity from such disconnect switches to the interior of the
Premises and to distribute it therein. Tenant shall use Landlord’s designated
electrical
contractor to perform any required tap-ins to the Building’s electrical
system. There shall be no tap-in or other charge to Tenant for the initial
work necessary to provide the Electrical Capacity to Tenant at the disconnect
switches described above in this Section 10.1(a). Tenant shall pay Landlord,
as Additional Rent, at any time and from time to time, but no more frequently
than monthly, for its consumption of electricity at the Premises, as provided
in Section 10.1(c).



          (b) “Landlord’s Electricity Cost” means the cost per kilowatt hour and
cost per kilowatt demand, adjusted by time of day factors, fuel adjustment
charges and other applicable rate adjustments, to Landlord for the purchase of
electricity from the public utility or other electricity provider furnishing
electricity service to the Building from time to time (the “Electricity
Provider”), including sales and other taxes imposed by any Governmental
Authority on Landlord’s purchase of electricity. If at any time during the
Term the cost elements comprising Landlord’s Electricity Cost shall be
increased or decreased by the Electricity Provider, or Landlord’s Electricity
Cost shall be increased or decreased for any other reason, then effective as of
the date of such increase or decrease, Tenant’s payment for submetered
electricity under this Section 10.1 shall be proportionately increased or
decreased. Landlord reserves the right to contract with different Electricity
Providers from time to time in its sole

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judgment, and without reference to
whether any Electricity Provider selected by Landlord provides lower rates than
any other electricity supplier. Currently, Landlord’s Electricity Cost is
based upon Consolidated Edison Company’s Service Classification rate schedule
S.C. #4 Rate II as in effect on the Commencement Date. If Landlord receives
any rebates applicable generally to the S.C. #4 Rate II rate schedule or a
successor classification, Landlord’s Electricity Cost will be appropriately
adjusted to reflect such rebates.


          (c) The calculations and determinations of the charges for electricity
consumed by Tenant shall be based on the readings of one or more submeters to
be installed by Landlord at Tenant’s expense, applied to Landlord’s Electricity
Cost, including a coincident demand submeter (the “Coincident Demand
Submeter”). If more than one submeter is used to measure Tenant’s consumption
of electricity in the Premises, Tenant shall be billed only on the basis of the
“coincident” demand as measured and calculated from time to time by the
Coincident Demand Submeter, i.e., as though a single meter were measuring such
demand. Tenant shall pay to Landlord, as Additional Rent on demand from time

to time but no more frequently than monthly, for its consumption of electricity
at the Premises, a sum equal to 103% of the product of (i) Landlord’s
Electricity Cost, multiplied by (ii) the actual number of kilowatts and
kilowatt-hours of electric current consumed by Tenant in such billing period.
In addition, Tenant shall pay to Landlord, as Additional Rent, the amount of
any taxes imposed by any Governmental Authority on Landlord’s receipts from the
sale of electricity to Tenant. Landlord agrees to maintain and repair such
submeters during the Term, at Landlord’s expense, excluding any required
repairs resulting from the negligence or willful misconduct of Tenant or any
Tenant Party.



          (d) During the period beginning on the Commencement Date and ending on the
date upon which the submeters to be installed by Landlord in the Premises
become operational, Tenant shall pay to Landlord a fixed fee for electricity
supplied to the Premises of (i) during the period prior to the date Tenant
first occupies all or any portion of the Premises for the conduct of its
business, an amount per annum equal to One and 00/100 Dollar ($1.00) multiplied
by the Premises Area, in equal monthly installments on the first (1st) day of
each
month during such period, and (ii) from and after the date Tenant first
occupies all or any portion of the Premises for the conduct of its business, an
amount per annum equal to Two and 50/100 Dollars ($2.50) multiplied by the
Premises Area, in equal monthly installments on the first (1st) day of each
month during such period, through the date such submeters become operational.
If such submeters are not operational as of the date Tenant first occupies all
or any portion of the Premises for the conduct of its business, then within six
(6) months following the date such submeters become operational, Landlord and
Tenant will meet and compare Tenant’s actual electric charges as determined by
such submeters, over a period of not less than three (3) months, to the
electric charges paid by Tenant pursuant to clause (ii) of the immediately
preceding sentence on account of the period prior to the date such submeters
become operational. If such comparison indicates that there has been an
overpayment or underpayment, then the appropriate party shall pay or refund the
amount thereof to the other party within thirty (30) days of the date such
amount is determined. During the Term, Landlord shall test such submeters at
reasonable intervals upon request by Tenant. If any such test discloses that
any such submeters are inaccurate, then within six (6) months following the
date such submeters are repaired, replaced or recalibrated, Landlord and Tenant
will make appropriate financial adjustments in accordance with the procedure
described in the two immediately preceding sentences.



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          (e) Tenant covenants that its use and consumption of electricity shall not
at any time exceed the Electrical Capacity supplied to the Premises from time
to time pursuant to this Section 10.1, nor exceed the capacity of any of the
electrical facilities and installations in or otherwise serving or being used
in the Premises, and Tenant shall, on notice from Landlord, promptly cease the
use of any of Tenant’s electrical equipment that will cause Tenant to exceed
such capacity. Any additional feeders, risers, electrical facilities and other
such installations required for electric service to the Premises will be
supplied by Landlord, at Tenant’s expense, on Landlord’s prior consent in each
instance, provided that in Landlord’s reasonable judgment such additional
electrical facilities and installations, feeders or risers are necessary for
Tenant’s use of the Premises and are permissible under applicable Laws
(including the New York State Energy Conservation Construction Code) and
insurance regulations and the installation of such feeders or risers will not
cause permanent damage or injury to the Building or the Premises or cause or
create a dangerous or hazardous condition or entail excessive or unreasonable
alterations or repairs or interfere with, or disturb, other tenants or
occupants of the Building.



          (f) Landlord shall not in any way be liable or responsible to Tenant for
any loss, damage or expense which Tenant may sustain or incur as a result of
the unavailability of or interruption in the supply of electric current to the
Premises or a change in the quantity or character or nature of such current and
such change, interruption or unavailability shall not constitute an actual or
constructive eviction, in whole or in part, or entitle Tenant to any abatement
or diminution of rent (except that Tenant’s liability to pay Landlord for
electricity under this Section 10.1 shall cease as of the date of such
disturbance), or relieve Tenant from any of its obligations under this Lease,
or impose any liability upon Landlord or its agents, by reason of inconvenience
or annoyance to Tenant, or injury to or interruption of Tenant’s business, or
otherwise, unless caused by the negligence or willful misconduct of Landlord or
any Landlord Party, subject to Section 11.2.



          (g) Landlord reserves the right to discontinue furnishing electricity to
Tenant in the Premises on not less than sixty (60) days notice to Tenant, at
Landlord’s option, or if
submetering of electricity in the Building is hereafter prohibited by any
Laws, or if Landlord is otherwise required by the Electricity Provider to
discontinue furnishing electricity to Tenant. This Lease shall continue in
full force and effect and shall be unaffected thereby except that from and
after the effective date of such discontinuance, Landlord shall not be
obligated to furnish electricity to Tenant, and Tenant shall have no further
obligation to pay Landlord for electricity to supplied to the Premises. If
Landlord so discontinues furnishing electricity, Tenant shall arrange to obtain
electricity directly from the Electricity Provider. Such electricity may be
furnished to Tenant by means of the then existing electrical facilities serving
the Premises to the extent available, suitable and safe for such purposes.



          (h) Tenant shall apply, within ten (10) Business Days of Tenant’s
receiving notice from Landlord pursuant to Section 10.1(g), to the Electricity
Provider in order to obtain direct electric service, and from and after the
date upon which Tenant procures direct electric service, Landlord shall be
relieved of any further obligation to furnish electricity to Tenant pursuant to
this Section 10.1. All costs associated with Tenant’s obtaining direct
electric service to the Premises shall be borne by (i) Landlord, if Landlord
voluntarily discontinues such service, or is compelled to discontinue such
service by the Electricity Provider or pursuant to applicable Laws, or (ii)
Tenant, if such discontinuance arises out of the negligence or willful
misconduct of



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Tenant. Landlord will not voluntarily discontinue furnishing
electricity to Tenant until Tenant receives directly from the Electricity
Provider at a level of service not less than the Electrical Capacity, unless
the Electricity Provider is not prepared to furnish electricity to the Premises

on the date required as a result of Tenant’s delay or negligence in arranging
for service, Tenant’s refusal to provide a deposit or other security requested
by the Electricity Provider, or Tenant’s refusal to take any other action
reasonably requested by the Electricity Provider.


          Section 10.2 Heat, Ventilation And Air-Conditioning. (a) Landlord shall
provide steam heat to the perimeter radiators in the Premises on Business Days
from 8:00 a.m. to 6:00 p.m. on Business Days, and from 8:00 a.m. to 1:00 p.m.
on Saturdays, during each period from October 15th through April 15th during
the Term, through the Building standard heating system (the “Building Heating
System). Landlord shall not be responsible if the normal operation of the
Building Heating System shall fail to provide heat at uniform temperatures
throughout the Premises. Tenant shall cooperate fully with Landlord and shall
comply with the regulations and requirements Landlord may prescribe for the
proper functioning and protection of the Building Heating System.



          (b) Landlord shall not be required to furnish heat during periods other
than the hours and days set forth in this Section 10.2 (“Overtime Periods”),
unless Landlord has received notice from Tenant requesting such service not
less than twenty-four (24) hours prior to the time Tenant requires overtime
heating service. Tenant shall pay Landlord, as Additional Rent within thirty
(30) days after demand, for heating service during Overtime Periods at the
standard rate then fixed by Landlord for the Building, which rate is presently
$75.00 per hour, subject to increase during the Term to reflect increases in
Landlord’s actual costs in providing overtime heating service. Failure by
Landlord to provide heat or any other services during Overtime Periods shall
not constitute an actual or constructive eviction, in whole or in part, or
entitle Tenant to any abatement or diminution of Fixed Rent or Additional Rent,
or relieve Tenant from any of its obligations under this Lease, or impose any
liability upon Landlord or its agents by
reason of inconvenience or annoyance to Tenant, or injury to or
interruption of Tenant’s business or otherwise.



          (c) Landlord shall have no obligation to provide air-conditioning or
ventilation services to the Premises. Tenant shall be solely responsible, at
Tenant’s expense, for the installation of an HVAC system serving the Premises,
and of all feeders, risers, ductwork, fans, piping and other mechanical,
electrical and plumbing facilities and equipment required in order to make such
HVAC system functional in the Premises (collectively, “Tenant’s HVAC System”).
Landlord’s approval of such work will not be unreasonably withheld, provided
that such installation shall otherwise be subject to the provisions of Article
4. Following the installation of Tenant’s HVAC System, Tenant shall be solely
responsible, at its expense, for the operation, maintenance, repair and
replacement of Tenant’s HVAC System.



          (d) Landlord will provide to Tenant condenser water sufficient to operate
up to 400 tons of air-conditioning from the Building HVAC system on Business
Days between the hours of 8:00 a.m. and 7:00 p.m., without additional charge to
Tenant. Tenant shall have the right to tap into the Building’s condenser water
system, at Tenant’s expense, at either of two locations on the tenth (10th)
floor of the Building, one located in Staircase C, and the other located on the
west side of the truck elevator area on the Eighth Avenue side of the Building.



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There shall be no tap-in or other charge to Tenant for the initial work
necessary to tap into the Building condenser water system. If Tenant requires
condenser water at times other than between the hours of 8:00 a.m. and 7:00
p.m. on Business Days, then Landlord shall provide up to 400 tons of condenser
water to Tenant at the Building’s then-applicable rate for overtime condenser
water service. As of the date hereof, such rate is twenty-two cents ($0.22)
per hour per ton of condenser water, subject to increase during the Term to
reflect increases in Landlord’s actual costs in providing overtime condenser
water service.


          (e) In connection with the installation of Tenant’s HVAC System, Landlord
will not unreasonably withhold its consent to the removal by Tenant of certain
windows in the Premises and the installation by Tenant of exterior louvers in
place of such windows in the exterior curtain wall of the Building on the 15th
Street and/or 16th Street sides of the Building, provided that (i) Tenant will
not install louvers or in any other way alter the appearance of the windows of
the Premises facing Eighth Avenue or on the 15th Street or 16th Street sides of
the Building within two (2) full window bays of the Eighth Avenue façade of the
Building, and (ii) all elements of the design and materials of such louvers
that would be visible from the exterior of the Building shall be consistent
with the existing louvers installed in the Building, in Landlord’s reasonable
judgment.



          Section 10.3 Elevators. (a) Landlord shall provide passenger elevator
service (consisting of not less than three (3) passenger elevators) to the
Premises on Business Days from 8:00 a.m. to 8:00 p.m. and freight elevator
facilities on a non-exclusive basis, on Business Days from 8:00 a.m. to 4:45
p.m. (“Freight Business Hours”), and shall have one passenger elevator
available at all other times, so that Tenant shall have access to the Premises
24 hours a day, 365 days a year. Such elevator service shall be subject to
such rules and regulations as Landlord may promulgate from time to time with
respect thereto. Landlord shall have the right to change the operation or
manner of operation of any of the elevators in the Building, to temporarily
discontinue the use of any one or more cars in any of the passenger,
freight or truck elevator banks, and/or to permanently or temporarily
discontinue the use of any one or more cars in any of the freight or truck
elevator banks, provided that Tenant shall continue to be provided with
adequate freight elevator service, taking into account Tenant’s use of the
Premises for the Permitted Uses. Tenant shall have the right to close off the
elevator doors to the truck elevator located in the Premises so as to prevent
access to the Premises through such doors, provided that Tenant shall not
thereby interfere in any material respect with the functioning of the truck
elevator itself.



          (b) Tenant shall have the right, in common with others, to use the
Building freight elevators during Freight Business Hours on a first-come,
first-served basis, including use in connection with the construction of the
Initial Alterations and for moving into the Premises. Landlord will make the
freight elevator available to Tenant during other than Freight Business Hours,
on not less than 24 hours prior request by Tenant (subject to reasonable
Building requirements and any prior reservations made by other tenants and
occupants of the Building), and Tenant shall pay Landlord’s then-current hourly
charge therefor as Additional Rent within thirty (30) days after demand. As of
the date hereof, Landlord’ s current charge for freight elevator service during
other than Freight Business Hours is $100 per hour, subject to increase to
reflect increases in Landlord’s costs of providing such service (including the
charges for a hoisting engineer, if required). Landlord shall provide Tenant
with up to fifty (50) hours of



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overtime freight elevator service for the
Initial Alterations and Tenant’s move into the Premises, at Landlord’s expense
and without charge to Tenant.


          Section 10.4 Cleaning and Rubbish Removal. Tenant shall, at Tenant’s
expense, provide cleaning services at the Premises pursuant to reasonable rules
and regulations established by Landlord from time to time, and use a cleaning
contractor approved by Landlord, which approval shall not be unreasonably
withheld, subject to the provisions of Section 4.5. Tenant shall, at Tenant’s
expense, provide refuse and rubbish removal service at the Premises at times,
and pursuant to regulations, established by Landlord from time to time. Such
services may be provided by Tenant’s own employees, subject to the provisions
of Section 4.5.



          Section 10.5 Water. Landlord shall furnish cold water in such quantities
as are reasonably required for ordinary drinking, lavatory, pantry, shower and
cleaning purposes to the Premises, without additional charge to Tenant except
as follows. If Tenant uses materially greater quantities of water than that
ordinarily required for such purposes by reason of additional Alterations,
then, at Landlord’s option, Landlord may install a water meter and thereby
measure Tenant’s consumption of water for all purposes, and Tenant shall
thereupon (a) pay to Landlord the cost of any such meters and their
installation, (b) at Tenant’s expense, keep any such meters and any such
installation equipment in good working order and repair, and (c) pay to
Landlord, as Additional Rent, as and when billed therefor for water consumed,
together with a charge for any required pumping thereof, all sewer rents,
charges or any other taxes, rents, levies or charges which now or hereafter are
assessed, imposed or shall become a lien upon the Premises or the Real Property
pursuant to law, order or regulation made or issued in connection with any such
metered use, consumption, maintenance or supply of water, water system, or
sewage or sewage connection or system, and in default in making such payment
Landlord may pay such charges and collect the same from Tenant.



          Section 10.6 No Warranty of Landlord. Landlord does not warrant that any
of the services to be provided by Landlord to Tenant hereunder, or any other
services which Landlord may supply (a) will be adequate for Tenant’s particular
purposes or as to any other particular need of Tenant or (b) will be free from
interruption, and Tenant acknowledges that any one or more such services may be
interrupted or suspended by reason of Unavoidable Delays. In addition,
Landlord reserves the right to stop, interrupt or reduce service of the
Building Systems by reason of Unavoidable Delays, or for repairs, additions,
alterations, replacements, decorations or improvements which are, in the
judgment of Landlord, necessary to be made, until said repairs, alterations,
replacements or improvements shall have been completed. Any such interruption
or discontinuance of service, or the exercise of such right by Landlord to
suspend or interrupt such service shall not (i) constitute an actual or
constructive eviction, or disturbance of Tenant’s use and possession of the
Premises, in whole or in part, (ii) entitle Tenant to any compensation or to
any abatement or diminution of Fixed Rent or Additional Rent, except as
expressly provided in this Lease, (iii) relieve Tenant from any of its
obligations under this Lease, or (iv) impose any responsibility or liability
upon Landlord or its agents by reason of inconvenience or annoyance to Tenant,
or injury to or interruption of Tenant’s business, or otherwise. Landlord
shall use reasonable efforts to minimize interference with Tenant’s access to
and use and occupancy of the Premises in making any repairs, alterations,
additions, replacements, decorations or improvements; provided, however, that
Landlord shall have no obligation to employ contractors or labor at overtime or
other premium pay rates or to incur any



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other overtime costs or additional
expenses whatsoever, except as provided in Section 6.3. Landlord shall not be
required to furnish any services except as expressly provided in this Article
10.


          Section 10.7 Building Emergency Generator



          (a) At Tenant’s option, subject to the availability of emergency generator
capacity in the Building from time to time, as determined by Landlord, Landlord
shall make up to 1400 amperes of 460-volt emergency electric power service
(“EPS”) available to Tenant for use in the Premises from the Building emergency
electric generator system (the “Building Generator”), for a minimum term (the
“EPS Term”), measured from the date Tenant connects to the Transfer Switch
(defined below), equal to the lesser of five (5) years or the then-remaining
Term of this Lease, as provided in this Section 10.7. Landlord shall reserve
not less than 1400 amperes of EPS capacity for Tenant’s use for a period of one
hundred eighty (180) days after the Commencement Date, but shall have no
obligation to reserve EPS capacity for Tenant thereafter. If Tenant so elects,
Tenant shall notify Landlord, and if (subject to the immediately preceding
sentence) sufficient EPS capacity is then available, Landlord shall install, at
Tenant’s expense (i) an automatic transfer switch (the “Transfer Switch”), in
the Premises at a location to be designated by Landlord and reasonably
satisfactory to Tenant, sufficient to supply the requested amperage of EPS at
460/480 volts to the Premises at connection points dedicated exclusively to
Tenant, and (ii) a connection from the Building Generator to the Transfer
Switch. Landlord shall make the EPS capacity so provided to Tenant available
for the entire EPS Term. Tenant shall have the right to terminate its
obligation to receive EPS from Landlord at any time after the expiration of the
EPS Term, on not less than ninety (90) days prior notice to Landlord.



          (b) Tenant shall pay Landlord for EPS as follows:




		
	 	          (i) Tenant shall pay all actual costs and expenses incurred by
Landlord in making EPS available to the Premises, including the costs to
furnish and install the Transfer Switch and all cabling and other devices
necessary to connect the Building Generator to the Transfer Switch,
within thirty (30) days after demand by Landlord; and




		
	 	          (ii) Tenant shall pay an annual fee (the “EPS Fee”) during the EPS
Term, irrespective of whether or not emergency power is ever required or
used by Tenant, in the amount of $150.00 per ampere per year. The EPS
Fee shall be payable by Tenant to Landlord as Additional Rent in advance
in equal monthly installments on the first day of each month during the
EPS Term.



          (c) Landlord shall supply EPS to Tenant only if there is an interruption
or failure in the supply of electric current to the Premises, and under no
other circumstances. Tenant shall be responsible for the payment of any
occupancy tax, or any other tax (other than Landlord’s income tax) imposed upon
the Additional Rent paid by Tenant pursuant to this Section 10.7.



          (d) Tenant shall not transfer or assign the right to receive EPS service
except in connection with an assignment of this Lease consented to by Landlord
as and to the extent



- 29 -






 





required under Article 14, and under no circumstances
shall this right be transferred or assigned to any party who is not a tenant
under this Lease. Tenant acknowledges that the Building Generator (and any
replacement or substitute therefor), and all connections thereto, are and shall
remain the sole property of Landlord and may not be removed by Tenant.


          (e) Landlord shall have the right, in Landlord’s sole discretion and at
Landlord’s expense, at any time and from time to time during the EPS Term, upon
not less than thirty (30) days prior written notice to Tenant, to relocate any
of the generators comprising the Building Generator system to other areas of
the Building, or to substitute different or additional generators for those
comprising the Building Generator system as of the date hereof. Tenant shall
cooperate with Landlord to effectuate any such relocation or substitution
affecting the Building Generator system.



          (f) Upon and subject to the provisions of this Lease, Landlord shall
maintain and repair the Building Generator in good working order throughout the
EPS Term, and shall maintain such service contracts and take such other actions
as may be necessary in Landlord’s sole judgment to keep the Building Generator
in good working order; provided, however, that Landlord shall not be liable in
any way to Tenant for any delay, interruption, failure, variation or defect in
or with regard to the Building Generator or EPS, and in no event shall Landlord
be liable to Tenant for special, indirect or consequential damages which may
result from any such delay, interruption, failure, variation or defect.
Landlord will not contract to supply EPS to any Person that would cause the
total contractual commitments for EPS capacity in the Building to exceed the
capacity of the Building Generator. At Tenant’s request, Landlord will conduct
tests of the Building Generator, but not more frequently than quarterly.



          Section 10.8 Antenna Equipment. (a) Landlord will grant to Tenant, for
Tenant’s own use and not for resale purposes, without additional charge to
Tenant, a non-
exclusive license of sufficient space on the roof of the Building, at a
location designated by Landlord, taking into account Tenant’s reasonable “line
of sight” requirements, for the construction, installation, operation and use
by Tenant of not more than two (2) antenna masts for the installation of up to
two (2) satellite dishes, none of which shall exceed one (1) meter in diameter,
as well as a cable television dish, for use in conjunction with Tenant’s
equipment and facilities in the Premises, together with related cabling,
mountings and supports for the foregoing (collectively, the “Antenna
Equipment”), at a location or locations designated by Landlord, taking into
account any reasonable “line of sight” requirements of Tenant. In lieu of the
aforementioned two one-meter satellite dishes, Tenant may install one (1)
satellite dish up to two (2) meters in diameter, provided that the location of
such dish shall be satisfactory to Landlord and not visible from street level
within a three-block radius of the Building. In addition, Landlord will make
available to Tenant, without additional charge, electric power sufficient for
Tenant’s needs in connection with the Antenna Equipment, at a location
reasonably accessible to the Antenna Equipment.



          (b) Landlord retains the right to use the portions of the Building’s roofs
adjacent to the Antenna Equipment for any purpose whatsoever, provided such use
shall not interfere with the functioning of the Antenna Equipment. Tenant
shall have reasonable access to the Antenna Equipment at all times, and
Landlord shall not interfere with the use of the Antenna Equipment so as to
cause the operation thereof to be interrupted or impaired. Tenant shall use



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and operate the Antenna Equipment so as not to cause any interference to
Landlord’s use of the roof, or damage to or interference with the operation of
the Building or the Building Systems. If any of the Antenna Equipment
interferes with any equipment installed by Landlord or any other tenant in the
Building, or interferes with the operation of the Building or the Building
Systems, or if Landlord determines that the operation thereof (i) may cause a
health hazard or danger to property, or (ii) may not be in accordance with
governmental or quasi-governmental standards for non-ionizing radiation for
occupational or general public health levels, then Tenant, at its expense,
shall take all steps necessary to eliminate such interference, and if Tenant
shall fail to eliminate such interference, Tenant shall relocate the Antenna
Equipment to another area on the roof designated by Landlord. In the event
Tenant fails, within thirty (30) days after notice, to relocate or remove the
Antenna Equipment, Landlord may do so, and Tenant shall promptly reimburse
Landlord for any costs and expenses incurred by Landlord in connection
therewith.


          (c) Landlord may at its option, at any time during the Term on not less
than thirty (30) days prior notice to Tenant (except in the event of an
emergency) relocate the Antenna Equipment to another area on the roof
designated by Landlord, provided that such relocation of the Antenna Equipment
does not cause the operation thereof to be interrupted or impaired, other than
temporarily, and except as set forth in Section 10.8(b), such relocation is
performed at Landlord’s expense. Landlord shall use reasonable efforts to
minimize the duration of such interruption, provided that Landlord shall have
no obligation to employ contractors or labor at overtime or other premium pay
rates or to incur any other overtime costs or additional expenses whatsoever,
except as provided in Section 6.3. In such event Tenant shall pay, as
Additional Rent upon presentation of appropriate invoices, all additional costs
incurred by Landlord in connection therewith.



          (d) Landlord shall not have any obligations with respect to the Antenna
Equipment or compliance with any Laws (including the obtaining of any required
permits or
licenses, or the maintenance thereof) relating thereto, nor shall Landlord
be responsible for any damage that may be caused to Tenant or the Antenna
Equipment by any other tenant or occupant of the Building. Landlord makes no
representation that the Antenna Equipment will be able to receive or transmit
communication signals without interference or disturbance (whether or not by
reason of the installation or use of similar equipment by others on the roof)
and Tenant agrees that Landlord shall not be liable to Tenant therefor.



          Section 10.9 Riser Space. Landlord will make available to Tenant, without
additional charge, riser and lateral space sufficient to accommodate (i) five
(5) conduits, each up to four (4) inches in diameter, running from the basement
of the Building to the Premises or from the Premises to such other areas as are
connection points for the Building’s service providers, and (ii) two (2)
conduits, each up to two (2) inches in diameter, running from the Premises to
the Antenna Equipment. Landlord will cooperate with Tenant in order to make
available the most practicable existing direct pathways for such conduit,
taking into account the rights of other tenants and occupants of the Building
in the common areas of the Building and the common shafts and risers, and the
Building construction rules and regulations with respect to such installations,
provided that in no event shall any core drilling be required for such
pathways. In addition, Landlord will provide a location in the basement of the
Building, within a reasonable distance from Tenant’s conduit, for Tenant to
install a 750 MCM copper insulated ground conductor connecting to the Premises.
Landlord represents to Tenant that there is an existing



- 31 -






 





Verizon telephone
point of termination closet installed on the tenth (10th) floor of the Building
adjacent to the common area men’s room, but makes no representations as to the
capacity of such closet. Tenant shall have the right to connect to such
telephone closet, subject to the rights of Verizon therein. If Tenant requires
additional riser space, then upon request by Tenant, subject to availability of
riser space in the Building, as determined by Landlord in its reasonable
discretion, Landlord will make available riser space at Landlord’s then-current
rate for riser space in the Building, which rate is currently an annual charge
of $10.00 per lineal foot. All work in connection with the installation of
such conduit, including core drilling, if required, shall be performed by
Tenant at Tenant’s expense, including the cost of a fire watch and related
supervisory costs relating to any core drilling, which shall be performed in
such a manner and at such times as Landlord shall reasonably prescribe.
Landlord shall make available to Tenant reasonable access within the Building’s
core for purposes of such installation work.


          Section 10.10 An Affiliate of Landlord (such Entity, and any successor
thereto, the “Operator”) has constructed a carrier-neutral cross-connect
facility (sometimes referred to as a “meet-me-room”) to be available for use by
Tenant, Landlord, other tenants and occupants of the Building, and
telecommunications service providers to the Building (the “Meet-Me-Room”).
Tenant agrees to license from the Operator space for the installation of a
single cabinet, and to make interconnections to Tenant’s telecommunications
service providers in the Building through the Meet-Me-Room, at a monthly access
for such space charge in the amount of $1,000.00 per month ($12,000.00 per
year), commencing on the date Tenant first occupies the Premises for the
conduct of Tenant’s business, as Additional Rent on the first day of each month
during the Term thereafter. Landlord will provide, install and connect, at
Landlord’s expense, twenty-four (24) fiberoptic strands for fiber
interconnectivity running from the Premises to the Meet-Me-Room, in accordance
with Tenant’s requirements. There shall be no separate charge for
cross-connects installed by or on behalf of Tenant in the Meet-Me-Room.
Landlord shall provide one (1) twenty-ampere electrical circuit, at 460/480
volts, 3-phase, 4-wire, to Tenant for use in the Meet-
Me-Room, without additional charge to Tenant. Except as set forth in this
Section 10.10, Tenant shall not be required to pay any other costs or charges
with respect to the Meet-Me-Room and Tenant’s use and occupancy thereof.



          (b) Tenant acknowledges that other tenants and occupants of the Building
may have similar rights to use the Meet-Me-Room. In no event shall Tenant or
any Tenant Party cause any interference with or damage to the Meet-Me-Room or
any property of others located therein. At Landlord’s election, Landlord may
also require that (i) all installations of equipment, connections, cages,
cabinets, wiring and other items to be installed on behalf of Tenant shall be
installed by Landlord or its designated contractors, and (ii) all users of the
Meet-Me-Room shall use standard specifications for all wiring, cabling and
connecting lines to be installed therein. If Landlord imposes the foregoing
requirements, it shall use all commercially reasonable efforts to impose
substantially the same requirements on all other users of the Meet-Me-Room
(other than Landlord and its Affiliates). Tenant shall cooperate in keeping
the Meet-Me-Room locked and in restricting access to the Meet-Me-Room to
employees, contractors and other persons who need access in order to facilitate
such interconnections. Landlord also shall have the right, in Landlord’s sole
discretion, to enforce such other security measures and installation guidelines
as Landlord deems appropriate. However, except to the extent resulting from
the negligence or willful misconduct of Landlord or any Landlord Party,
Landlord shall have no liability to Tenant



- 32 -






 





for any damage or interference
caused by any Person to Tenant or any Tenant’s Property in the Meet-Me-Room.


          (c) In the event that the Operator ceases to operate the Meet-Me-Room for
any reason whatsoever, then, to the extent Landlord is not legally prevented
from doing so, and so long as no Material Default shall then be continuing:




		
	 	          (i) For a period of not less than ninety (90) days following the
date the Operator ceases to operate the Meet-Me-Room (the “Occupancy
Period”), Landlord will provide the services required to be provided to
Tenant in the Meet-Me-Room in accordance with industry custom and
practice and the terms and conditions of Tenant’s license agreement with
the Operator, provided that Landlord shall not be (A) liable for any
previous default of the Operator under the applicable license agreement
unless such previous default created or resulted in a condition that
continues to exist following Landlord’s coming into possession of the
Meet-Me-Room, in which event Landlord shall be obligated to cure such
condition to the extent it adversely affects Tenant’s use, possession,
enjoyment or occupancy of the Meet-Me-Room, and (B) in all events,
Landlord shall have no liability to Tenant for any offsets, credits,
prepaid license fees (unless actually received by Landlord) or any other
financial obligations of any kind whatsoever in connection with the
Meet-Me-Room; and




		
	 	          (ii) During the Occupancy Period, Landlord will not evict Tenant or
otherwise disturb Tenant’s use, possession, occupancy and enjoyment of
the Meet-Me-Room in accordance with the provisions of this Agreement.



          (d) On or before the last day of the Occupancy Period, Tenant shall vacate
and surrender possession of its space in the Meet-Me-Room to Owner, and shall
remove all of its
interconnections and other installations from the Meet-Me-Room as provided
in Section 10.10(e).



          (e) The privileges granted Tenant under this Section 10.10 merely
constitute a license, shall not be deemed to grant Tenant a leasehold or other
real property interest in the Meet-Me-Room or any portion thereof, shall
continue until and automatically terminate and expire upon the expiration or
earlier termination of this Lease, and the termination of such license shall be
self-operative and no further instrument shall be required to effect such
termination. On the Expiration Date or sooner termination of the Term, Tenant
shall promptly remove, at Tenant’s expense, all cable, wiring, connecting
lines, and other installations, equipment and property installed or placed by
or for Tenant in the Meet-Me-Room.



     Article 11. Insurance


          Section 11.1 Tenant, at its expense, shall obtain and keep in full force
and effect a policy of commercial general liability insurance, including
premises operations and contractual liability under which the insurer agrees to
insure Tenant’s obligations under Article 28, under which Tenant is named as
the insured and Landlord, Landlord’s asset manager, Landlord’s managing agent
for the Building, and any Superior Lessors and any Mortgagees (whose names
shall have been furnished to Tenant) are named as additional insureds, which
insurance shall



- 33 -






 





provide primary coverage without contribution from any other
insurance carried by or for the benefit of Landlord, Landlord’s managing agent
or any Superior Lessors or Mortgagees named as additional insureds. Tenant’s
primary commercial general liability policy shall contain a provision that the
policy shall be noncancellable unless fifteen (15) days’ written notice shall
have been given to Landlord and Landlord shall similarly receive fifteen (15)
days’ notice of any material change in coverage. The minimum limits of
liability (which may include umbrella coverage) shall be a combined single
limit with respect to each occurrence in an amount of not less than $5,000,000
per location general aggregate limit; provided, however, that Landlord shall
retain the right to require Tenant to increase said coverage to that amount of
insurance which in Landlord’s reasonable judgment is then being customarily
required by prudent landlords of comparable buildings in the City of New York,
and provided further that Landlord shall require similar increases of other
tenants of space in the Building comparable to the Premises, to the extent
Landlord shall then have the right to do so under applicable leases. Tenant
shall also obtain and keep in full force and effect during the Term (a)
insurance against loss or damage by fire, and such other risks and hazards as
are insurable under then available standard forms of “all risk” insurance
policies with extended coverage (including theft, sprinkler leakage and boiler
and machinery, if applicable) at full replacement value, to Tenant’s Property
and Alterations for the full insurable value thereof or on a replacement cost
basis; (b) Workers’ Compensation Insurance, as required by law; (c) New York
Disability Benefits Law Policy; (d) liquor liability coverage, if alcohol is
served or permitted on the Premises, and (e) such other insurance in such
amounts as Landlord, any Mortgagee or Superior Lessor may reasonably require
from time to time, based upon insurance standards then customarily imposed upon
other commercial office tenants in Manhattan. All insurance required to be
carried by Tenant pursuant to the terms of this Lease shall be effected under
valid and enforceable policies issued by reputable and independent insurers
permitted to do business in the State of New York, and rated in Best’s
Insurance Guide, or any successor thereto (or if there be none, an organization
having a national reputation) as having a Best’s Rating” of “A-” and a
“Financial Size Category” of at least “IX” or if such
ratings are not then in effect, the equivalent thereof. Tenant shall have
the right to insure and maintain the insurance coverages set forth in this
Section 11.1 under blanket insurance policies covering other premises occupied
or owned by Tenant and Tenant’s Affiliates, so long as such blanket policies
comply as to terms and amounts with the insurance provisions set forth in this
Lease without co-insurance, and provided that upon request, Tenant shall
deliver to Landlord a certificate of Tenant’s insurer evidencing the portion of
such blanket insurance allocated to the Premises.


          Section 11.2 (a) Landlord and Tenant hereby waive any and all rights of
recovery against the other, and against any Landlord Party or Tenant Party, as
the case may be, for loss of or damage to the property of the waiving party to
the extent such loss or damage would be covered under a comprehensive “all
risk” insurance policy with extended coverage at full replacement value
insuring Tenant’s Property and Alterations or Landlord’s interest in the
Building, as the case may be. In addition, the parties hereto shall procure an
appropriate clause in, or endorsement on, any fire or extended coverage
insurance covering the Premises, the Building and personal property, fixtures
and equipment located thereon or therein, pursuant to which the insurance
companies waive subrogation or consent to a waiver of right of recovery and
subject to obtaining such clauses or endorsements of waiver of subrogation or
consent to a waiver of right of recovery, hereby agree not to make any claim
against or seek to recover from the other for any loss or damage to its
property or the property of others resulting from fire or



- 34 -






 





other hazards covered
by such fire and extended coverage insurance. Tenant acknowledges that
Landlord shall not carry insurance on and shall not be responsible for damage
to Alterations or Tenant’s Property, and that Landlord shall not carry
insurance against, or be responsible for any loss suffered by Tenant due to,
interruption of Tenant’s business.


          (b) Landlord and Tenant each hereby releases the other (and the respective
Landlord Parties and Tenant Parties, as the case may be) with respect to any
claim (including a claim for negligence) that it might otherwise have against
the other party for loss, damages or destruction of the type that would be
covered under a comprehensive “all risk” insurance policy with extended
coverage; i.e., in the case of Landlord, as to the Building, and, in the case
of Tenant, as to Tenant’s Property and Alterations (including rental value or
business interruption, as the case may be) occurring during the Term.



          (c) For so long as 111 Chelsea LLC (“Current Landlord”) shall remain the
owner of the Building, Current Landlord agrees to maintain (i) insurance
against loss or damage to the Building by fire and such other risks and hazards
as are insurable and available at commercially reasonable rates under then
available forms of “all risk” insurance policies with extended coverage, and
(ii) a policy of commercial general liability insurance with minimum limits of
liability in amounts comparable to insurance maintained by other prudent
landlords of comparable buildings in the City of New York.



          Section 11.3 On or prior to the Commencement Date, Tenant shall deliver to
Landlord appropriate certificates of insurance required to be carried by Tenant
pursuant to this Article 11, including evidence of waivers of subrogation
required pursuant to Section 11.2. Evidence of each renewal or replacement of
a policy shall be delivered by Tenant to Landlord at least twenty (20) days
prior to the expiration of such policy.



     Article 12. Destruction of the Premises; Property Loss or Damage


          Section 12.1 (a) If the Premises are damaged by fire or other casualty,
or if the Building is so damaged that Tenant shall be deprived of reasonable
access to the Premises or use of the Premises, Tenant shall give prompt notice
thereof to Landlord, and the damage (i) to the Building shall be repaired by
and at the expense of Landlord so that access to the Premises shall be
substantially the same as prior to the damage, and (ii) to the Premises shall
be repaired (A) by Landlord as to the core, shell, floor slab, roof, windows,
curtain wall and other structural elements of the Building located in the
Premises, and the Building Systems to the point of delivery to the Premises
(the “Base Building Restoration”), and (B) by Tenant as to all other elements
of the Premises, including Alterations and Tenant’s Property. Commencing on
the date of such fire or other casualty, Fixed Rent and Additional Rent shall
be reduced in the proportion that the area of the part of the Premises that is
neither usable nor used by Tenant bears to the total Premises Area (provided,
however, that in the event that the Premises shall be so damaged so as not to
be usable or accessible and Tenant is unable to conduct its business in the
remaining portion of the Premises, then Fixed Rent and Additional Rent shall be
entirely abated), until the earlier to occur of (1) one hundred fifty (150)
days after the date the Base Building Restoration shall be Substantially
Completed, or (2) the date Tenant shall resume occupancy of the Premises for
the conduct of its business. Landlord shall have no obligation to repair any
damage to, or to replace, any Alterations or Tenant’s Property.



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          Section 12.2 Notwithstanding anything to the contrary set forth in Section
12.1, if (a) the Premises are totally damaged or are rendered wholly
untenantable, or (b) the Building shall be so damaged or destroyed by fire or
other casualty (whether or not the Premises are damaged or destroyed) such that
(i) the cost of restoration would require the expenditure of more than
thirty-five (35%) percent of the full insurable value of the Building
immediately prior to the casualty, and (ii) as a result thereof, Landlord shall
have terminated the leases of tenants occupying not less than thirty-five
percent (35%) of the floor area of the portion of the Building extending twelve
(12) full column bays west from Eighth Avenue, and from the ground floor to the
roof, then in such event, Landlord may, not later than sixty (60) days
following the date of the damage, give Tenant a notice in writing terminating
this Lease. If this Lease is so terminated, the Term shall expire upon the
tenth (10th) day after such notice is given, and Tenant shall vacate and
surrender the Premises to Landlord as soon as reasonably practicable
thereafter. Upon the termination of this Lease under the conditions provided
for in this Section 12.2, Tenant’s liability for Fixed Rent and Additional Rent
shall cease as of the date of such fire or other casualty, and Landlord shall
refund to Tenant the Security Deposit and any prepaid portion of Fixed Rent or
Additional Rent for any period after such date.



          Section 12.3 (a) If the Premises are damaged by fire or other casualty
and are rendered wholly untenantable thereby, or if the Building shall be so
damaged that Tenant shall be deprived of reasonable access to the Premises, and
if Landlord shall not have terminated this Lease pursuant to Section 12.2,
Landlord shall, within sixty (60) days following the date of the damage, cause
a contractor or architect selected by Landlord to give notice (the “Restoration
Notice”) to Tenant of the date by which such contractor or architect believes
the restoration of the Premises shall be Substantially Completed. If the
Restoration Notice shall indicate that the restoration shall not be
substantially completed within twelve (12) months following the date of
such damage or destruction, Tenant shall have the right to terminate this
Lease by giving written notice (the “Termination Notice”) to Landlord not later
than forty-five (45) days following receipt of the Restoration Notice. If
Tenant gives a Termination Notice, this Lease shall be deemed cancelled and
terminated as of the date of the giving of the Termination Notice as if such
date were the Expiration Date, and Fixed Rent and Additional Rent shall be
apportioned and shall be paid or refunded, as the case may be up to and
including the date of such damage or destruction. Notwithstanding anything set
forth to the contrary in this Article 12, in the event that a fire or other
casualty rendering the Premises wholly untenantable, or that causes substantial
damage to the Premises or prevents access thereto, shall occur during the final
eighteen (18) months of the Term, either Landlord or Tenant may terminate this
Lease by giving the other party a Termination Notice as set forth herein.



          (b) If Tenant shall either have had the right to give a Termination Notice
pursuant to Section 12.3(a), but shall not have done so, or shall not have had
the right to give a Termination Notice pursuant to Section 12.3(a), and in
either case Landlord shall fail to Substantially Complete the Base Building
Restoration within twelve (12) months following the date of such damage or
destruction, then Tenant shall again have the right to terminate this Lease by
giving a Termination Notice, and unless Landlord Substantially Completes the
Base Building Restoration within thirty (30) days following the giving of such
Termination Notice, this Lease shall be deemed canceled and terminated as set
forth in this Section 12.3.



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          Section 12.4 This Article 12 constitutes an express agreement governing
any case of damage or destruction of the Premises or the Building by fire or
other casualty, and Section 227 of the Real Property Law of the State of New
York, which provides for such contingency in the absence of an express
agreement, and any other law of like nature and purpose now or hereafter in
force shall have no application in any such case. The provisions of this
Article 12 shall survive the Expiration Date or sooner termination of the Term.



     Article 13. Eminent Domain


          Section 13.1 (a) If (i) all of the floor area of the Premises, or so much
thereof as shall render the Premises wholly untenantable, shall be acquired or
condemned for any public or quasi-public use or purpose, or (ii) a portion of
the Real Property, not including the Premises, shall be so acquired or
condemned, but by reason of such acquisition or condemnation, Tenant no longer
has means of access to the Premises, then this Lease and the Term shall end as
of the date of the vesting of title with the same effect as if that date were
the Expiration Date. In the event of any termination of this Lease and the
Term pursuant to the provisions of this Article 13, Fixed Rent and Additional
Rent shall be apportioned as of the date of sooner termination and any prepaid
portion of Fixed Rent or Additional Rent for any period after such date shall
be refunded by Landlord to Tenant.



          (b) If the part of the Real Property so acquired or condemned contains
more than ten percent (10%) of the total Premises Area immediately prior to
such acquisition or condemnation, or if, by reason of such acquisition or
condemnation, Tenant no longer has reasonable means of access to the Premises,
Tenant may terminate this Lease by notice to Landlord given within forty-five
(45) days following the date Tenant receives notice of such
acquisition or condemnation. If Tenant so notifies Landlord, this Lease
shall terminate and the Term shall end and expire upon the thirtieth (30th) day
following the giving of such notice.



          Section 13.2 In the event of any such acquisition or condemnation of all
or any part of the Real Property, Landlord shall be entitled to receive the
entire award for any such acquisition or condemnation. Tenant shall have no
claim against Landlord or the condemning authority for the value of any
unexpired portion of the Term or any Alterations, and Tenant hereby expressly
assigns to Landlord all of its right in and to any such award. Nothing
contained in this Section 13.2 shall be deemed to prevent Tenant from making a
separate claim in any condemnation proceedings for the then value of any
Tenant’s Property included in such taking and for any moving expenses,
provided such award shall be made by the condemning authority in addition to,
and shall not result in a reduction of, the award made by it to Landlord.



          Section 13.3 If only a part of the Real Property shall be so acquired or
condemned then, subject to Section 13.1, this Lease and the Term shall continue
in force and effect. If a part of the Premises shall be so acquired or
condemned and this Lease and the Term shall not be terminated, Landlord, at
Landlord’s expense, shall restore that part of the Premises not so acquired or
condemned so as to constitute tenantable Premises. From and after the date of
the vesting of title, Fixed Rent and Additional Rent shall be reduced in the
proportion which the area of the part of the Premises so acquired or condemned
bears to the total area of the Premises immediately prior to such acquisition
or condemnation.



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     Article 14. Assignment and Subletting


          Section 14.1 (a) Except as expressly provided in this Article 14, Tenant,
for itself, its heirs, distributees, executors, administrators, legal
representatives, successors and assigns, expressly covenants that it shall not
assign, mortgage, pledge, encumber, or otherwise transfer this Lease, nor
sublet (nor underlet), nor suffer, nor permit the Premises or any part thereof
to be used or occupied by others (whether for desk space, mailing privileges or
otherwise), without the prior written consent of Landlord in each instance,
which consent may be withheld in Landlord’s sole and absolute discretion. If
this Lease is assigned, or if the Premises or any part thereof are sublet or
occupied by anybody other than Tenant, or if this Lease or the Premises are
encumbered (whether by operation of law or otherwise) without Landlord’s
consent, then Landlord may, after default by Tenant, collect rent from the
assignee, subtenant or occupant, and apply the net amount collected to Fixed
Rent and Additional Rent, but no assignment, subletting, occupancy or
collection shall be deemed a waiver by Landlord of the provisions hereof, the
acceptance by Landlord of the assignee, subtenant or occupant as a tenant, or a
release by Landlord of Tenant from the further performance by Tenant its
obligations under this Lease, and Tenant shall remain fully liable therefor.
The consent by Landlord to any assignment or subletting shall not in any way be
construed to relieve Tenant from obtaining the express consent in writing of
Landlord, to the extent required hereunder, to any further assignment or
subletting. Except as otherwise expressly provided herein, in no event shall
any permitted subtenant assign or encumber its sublease or further sublet all
or any portion of its sublet space, or otherwise suffer or permit the sublet
space or any part thereof to be used or occupied by others, without Landlord’s
prior written consent in each instance, which consent, will not be unreasonably
withheld, subject to the provisions of Section 14.6. Any assignment,
sublease, mortgage, pledge, encumbrance or transfer in contravention of
the provisions of this Article 14 shall be void.



          (b) Notwithstanding anything to the contrary set forth in this Article 14
or elsewhere in this Lease, Landlord hereby consents to a sublease by Tenant to
the New York Industrial Development Agency (the “IDA”) of certain of Tenant’s
Alterations and improvements to the Premises and to a sub-sublease by the IDA
to Tenant of such Alterations and improvements, provided that such sublease and
sub-sublease shall be subject and subordinate in all respects to this Lease, to
all matters to which this Lease is subject and subordinate, and to all of
Landlord’s rights and remedies under this Lease. Landlord agrees to cooperate,
at no cost to Landlord, in all other reasonable requests of Tenant, the IDA, or
the New York City Economic Development Corporation in order to provide for the
continuation of certain economic incentive benefits currently available to
Tenant, or for Tenant to receive new or additional benefits.



          Section 14.2 If Tenant intends to assign this Lease or sublet all or part
of the Premises, Tenant shall give notice (a “Tenant’s Notice”) thereof to
Landlord, setting forth: (a) as to an assignment of this Lease, the date
Tenant desires the assignment to be effective and any consideration Tenant
would receive for such assignment, (b) as to a sublease of all or a part of the
Premises (i) the proposed commencement date (which shall be not less than
thirty (30) nor more than one hundred and eighty (180) days after the giving of
Tenant’s Notice) and expiration date of the sublease, (ii) the rental rate and
other material business terms on which Tenant would sublease such premises, and
(iii) a description of the Premises showing the portion to be sublet, (c) a
statement setting forth in reasonable detail the identity of the proposed
assignee or



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subtenant, the nature of its business and its proposed use of the
Premises, (d) current financial information with respect to the proposed
assignee or subtenant, including its most recent financial report, and (e) a
true and complete copy of a term sheet or summary of terms (which need not be
legally binding) agreed to by Tenant and the proposed assignee or subtenant
with respect to the proposed assignment or sublease, and any other agreements
relating thereto. Tenant’s Notice shall be deemed an offer from Tenant to
Landlord whereby Landlord (or Landlord’s designee) may, at its option, (A)
sublease such space (the “Leaseback Space”) from Tenant as provided in Section
14.4, or (B) if the proposed transaction is (1) an assignment of this Lease, or
(2) a subletting of eighty percent (80%) or more of the Premises Area for all
or substantially all of the remaining Term, terminate this Lease. The
foregoing options may be exercised by Landlord by notice given to Tenant within
thirty (30) days after delivery of Tenant’s Notice to Landlord, and during such
thirty-day period, Tenant shall not assign this Lease nor sublet such space to
any Person other than Landlord.


          Section 14.3 If Landlord exercises its option to terminate this Lease
pursuant to Section 14.2, then this Lease shall terminate and expire on the
date that such assignment or sublease was to be effective or commence, as the
case may be, and Fixed Rent and Additional Rent due hereunder shall be paid and
apportioned to such date. In such event, Landlord and Tenant, on request of
either party, shall enter into an amendment of this Lease ratifying and
confirming such termination. Following such termination, Landlord shall be
free to and shall have no liability to Tenant if Landlord should lease the
Premises (or any part thereof) to Tenant’s prospective assignee or subtenant.



          Section 14.4 If Landlord exercises its option to sublet the Leaseback
Space, such sublease to Landlord or its designee (as subtenant) shall be at a
rental rate equal to the product of (i) the rental rate per Rentable Square
Foot of rent and additional rent set forth in Tenant’s Notice, multiplied by
(ii) the Rentable Square Foot area of the Leaseback Space, shall be for the
same term as that of the proposed subletting, and such sublease shall:



          (a) be upon such other terms and conditions as are contained in Tenant’s
Notice, and be expressly subject to all of the covenants, agreements, terms,
provisions and conditions of this Lease, except such as are irrelevant or
inapplicable, and except as expressly set forth in this Article 14 to the
contrary;



          (b) give the subtenant the unqualified and unrestricted right, without
Tenant’s permission, to assign such sublease or any interest therein and/or to
sublet the space covered by such sublease or any part or parts of such space
and to make any and all changes, alterations and improvements in the space
covered by such sublease, and if the proposed sublease will result in all or
substantially all of the Premises being sublet, grant Landlord or its designee
the option to extend the term of such sublease for the balance of the Term less
one day;



          (c) provide that any assignee or further subtenant of Landlord or its
designee, may, at Landlord’s option, be permitted to make alterations,
decorations and installations in such space or any part thereof and shall also
provide in substance that any such alterations, decorations and installations
in such space therein made by any assignee or subtenant of Landlord or its
designee may be removed, in whole or in part, by such assignee or subtenant, at
its option, prior to or upon the expiration or other termination of such
sublease; provided,



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however, that such assignee or subtenant shall, at its
expense, repair any damage and injury caused by such removal; 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) any assignment or sublease by
Landlord or its designee (as the subtenant) may be for any purpose or purposes
that Landlord, in Landlord’s uncontrolled discretion, shall deem suitable or
appropriate, (iii) Tenant shall, at Tenant’s expense, at all times provide and
permit reasonably appropriate means of ingress to and egress from such space so
sublet by Tenant to Landlord or its designee, (iv) Landlord may, at Tenant’s
expense, make such alterations as may be required or deemed necessary by
Landlord to physically separate the subleased space from the balance of the
Premises and to comply with any Laws or insurance requirements relating to such
separation, and (v) that at the expiration of the term of such sublease, Tenant
will accept the space covered by such sublease in its then existing condition,
subject to the obligations of the subtenant to make such repairs thereto as may
be necessary to preserve the premises demised by such sublease in good order
and condition, and provided that Tenant shall have no obligation under this
Lease to restore any Alterations made by or on behalf of such subtenant.
Notwithstanding the foregoing, if such sublease is for a term expiring not less
three (3) years prior to the Expiration Date, Landlord shall restore, or cause
to be restored, any Alterations made in the Leaseback Space by Landlord or the
subtenant that were made without the prior approval of Tenant, which approval
shall not be unreasonably withheld as to Alterations that are not Non-Standard
Alterations.



          Section 14.5 (a) If Landlord exercises its option to sublet the Leaseback
Space, Landlord shall indemnify and save Tenant harmless from all obligations
under this Lease as to the Leaseback Space during the period of time it is so
sublet to Landlord, except as to any obligation which arises out of or results
from the negligence or willful misconduct of Tenant or any Tenant Party.



          (b) Performance by Landlord, or its designee, under a sublease of the
Leaseback Space shall be deemed performance by Tenant of any similar obligation
under this Lease and any default under any such sublease shall not give rise to
a default under a similar obligation contained in this Lease nor shall Tenant
be liable for any default under this Lease or deemed to be in default hereunder
if such default is occasioned by or arises from any act or omission of the
tenant under such sublease or is occasioned by or arises from any act or
omission of any occupant holding under or pursuant to any such sublease.



          (c) Tenant shall have no obligation, at the Expiration Date or earlier
termination of the Term, to remove any alteration, installation or improvement
made in the Leaseback Space by Landlord (or Landlord’s designee).



          (d) Any consent required of Tenant, as Landlord under the sublease, shall
be deemed granted if consent with respect thereto is granted by Landlord under
this Lease, and any failure of Landlord (or its designee) to comply with the
provisions of the sublease other than with respect to the payment of Fixed Rent
and Additional Rent to Tenant, shall not constitute a default thereunder or
hereunder if Landlord shall have consented to such non-compliance.



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          Section 14.6 In the event Landlord does not exercise either option
provided to it pursuant to Section 14.2, and provided that no monetary or other
material Event of Default (a “Material Default”) shall have occurred and be
continuing under this Lease as of the time Landlord’s consent is requested by
Tenant, Landlord’s consent (which must be in writing and in form and substance
reasonably satisfactory to Landlord) to the proposed assignment or sublease
shall not be unreasonably withheld or delayed for more than ten (10) days;
provided, however, that:



          (a) Tenant shall have complied with the provisions of Section 14.2 and
Landlord shall not have exercised any of its options thereunder within the time
permitted therefor;



          (b) In Landlord’s reasonable judgment, the proposed assignee or subtenant
is engaged in a business or activity, and the Premises, or the relevant part
thereof, will be used in a manner, which (i) is in keeping with the then
standards of the Building, and (ii) does not violate the restrictions set forth
in Article 3;



          (c) The proposed assignee or subtenant is a reputable Person with
sufficient financial worth considering the responsibility involved, and
Landlord has been furnished with evidence thereof;



          (d) In the event Landlord has comparable space in the Building available
for lease for a comparable term (“Comparable Space”), then (i) neither the
proposed assignee or subtenant, nor any Affiliate thereof, is then an occupant
of any part of the Building, and (ii) the
proposed assignee or subtenant is not a Person (or Affiliate of a Person)
with whom Landlord or Landlord’s agents are then, or have been within the
previous six (6) month period, negotiating in connection with the rental of
space in the Building (for purposes hereof “negotiating” means that a Person
has submitted or received a written proposal or term sheet, attended meetings
to negotiate business terms, or has received proposed lease documents);



          (e) The form of the proposed sublease or instrument of assignment shall be
reasonably satisfactory to Landlord and shall comply with the applicable
provisions of this Article 14, and Tenant shall deliver a true and complete
original, fully executed counterpart of such sublease or other instrument to
Landlord promptly upon the execution and delivery thereof;



          (f) Tenant and its proposed subtenant or assignee, as the case may be,
shall execute and deliver to Landlord an agreement, in form and substance
reasonably satisfactory to Landlord, setting forth the terms and conditions
upon which Landlord shall have granted its consent to such assignment or
subletting, and the agreement of Tenant and such subtenant or assignee, as the
case may be, to be bound by the provisions of this Article 14;



          (g) There shall not be more than three (3) occupants of the Premises
(including Tenant and any other permitted occupants and subtenants);



          (h) [Intentionally Omitted];



          (i) Tenant shall reimburse Landlord, as Additional Rent upon demand, for
(A) the out-of-pocket costs and expenses incurred by Landlord in connection
with the



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assignment or sublease, including the costs of making investigations
as to the acceptability of the proposed assignee or subtenant and the cost of
reviewing plans and specifications proposed to be made in connection therewith,
and (B) Landlord’s reasonable legal fees and disbursements incurred in
connection with the granting of any requested consent and the preparation of
Landlord’s written consent to the sublease or assignment;


          (j) Tenant shall not have (i) advertised or publicized in any way the
availability of the Premises without prior notice to and approval by Landlord,
which approval shall not be unreasonably withheld or delayed for more than ten
(10) days, or (ii) listed the Premises for sublease or assignment with a
broker, agent or otherwise at a rental rate less than the fixed rent and
additional rent at which Landlord is then offering to lease Comparable Space in
the Building;



          (k) The proposed occupancy shall not impose an extra burden on services to
be supplied by Landlord to Tenant, unless Tenant and such proposed subtenant or
assignee shall agree with Landlord in writing to pay the costs of such
additional services; and



          (l) The proposed subtenant or assignee shall not be entitled, directly or
indirectly, to diplomatic or sovereign immunity and shall be subject to the
service of process in, and the jurisdiction of the courts of New York State.



Except for any sublease by Tenant to Landlord or its designee pursuant to this
Article 14, each sublease pursuant to this Section 14.6 shall be subject to all
of the provisions of this Lease. Notwithstanding any such sublease to Landlord
(but subject to the other provisions of this Article
14) or any such sublease to any other subtenant, or any acceptance of Fixed
Rent or Additional Rent by Landlord from any subtenant, Tenant will remain
fully liable for the payment of the Fixed Rent and Additional Rent due and to
become due hereunder and for the performance of all the covenants, agreements,
terms, provisions and conditions contained in this Lease on Tenant’s part to be
observed and performed, and for all acts and omissions of any licensee or
subtenant or anyone claiming under or through any subtenant which shall be in
violation of any of the obligations of this Lease, and any such violation shall
be deemed to be a violation by Tenant.


          Section 14.7 In the event that (a) Landlord fails to exercise either of
its options under Section 14.2 and consents to a proposed assignment or
sublease, and (b) Tenant fails to execute and deliver the assignment or
sublease to which Landlord consented within one hundred eighty (180) days after
the giving of such consent, then Tenant shall again comply with all of the
provisions and conditions of Section 14.2 before assigning this Lease or
subletting all or part of the Premises.



          Section 14.8 No sublease shall be for a term ending later than one day
prior to the Expiration Date of this Lease. Except for subleases entered into
pursuant to Sections 14.10 or 14.11, no sublease shall be delivered, and no
subtenant shall take possession of the Premises or any part thereof, until an
executed counterpart of such sublease has been delivered to Landlord and
approved in writing by Landlord, which approval shall not be unreasonably
withheld. Each sublease shall be subject and subordinate to this Lease and to
the matters to which this Lease is or shall be subordinate, and each subtenant
by entering into a sublease is deemed to have agreed that in the event of
termination, re-entry or dispossession by Landlord under this Lease, Landlord



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may, at its option, take over all of the right, title and interest of Tenant,
as sublandlord, under such sublease, and such subtenant shall, at Landlord’s
option, attorn to Landlord pursuant to the then executory provisions of such
sublease, except that Landlord shall not (i) be liable for any previous act or
omission of Tenant under such sublease, (ii) be subject to any counterclaim,
offset or defense, not expressly provided in such sublease, which theretofore
accrued to such subtenant against Tenant, (iii) be bound by any previous
modification of such sublease (unless consented to by Landlord) by any previous
prepayment of more than one month’s Fixed Rent or of any Additional Rent
(unless such prepaid Rent is actually received by Landlord), or (iv) be
obligated to perform any work in the subleased space or to prepare it for
occupancy, and in connection with such attornment, the subtenant shall execute
and deliver to Landlord any instruments Landlord may reasonably request to
evidence and confirm such attornment. Each subtenant or licensee of Tenant
shall be deemed, automatically upon and as a condition of its occupying or
using the Premises or any part thereof, to have agreed to be bound by the terms
and conditions set forth in this Article 14. The provisions of this Article 14
shall be self-operative and no further instrument shall be required to give
effect to this provision.


          Section 14.9 If Landlord shall consent to any assignment of this Lease or
to any sublease, or if Tenant shall enter into any other assignment or sublease
permitted hereunder (other than those permitted under Section 14.10 or 14.11),
Tenant shall, in consideration therefor, pay to Landlord, as Additional Rent:




		
	 	          (a) In the case of an assignment, on the effective date of the
assignment, an amount equal to fifty percent (50%) of (i) all sums and
other consideration paid to Tenant for such assignment, including amounts
attributed or
attributable to the sale of Tenant’s Property (less, in the case of
the sale thereof, the then net unamortized or undepreciated cost thereof,
determined on the basis of Tenant’s federal income tax returns), minus
(ii) the reasonable out-of-pocket costs and expenses of Tenant in
entering into such assignment, such as brokerage fees, legal fees,
architectural fees and advertising fees paid to unrelated third parties,
and the cost of any improvements or Alterations made by Tenant solely for
the purpose of preparing the Premises or portion thereof for such
assignment.




		
	 	          (b) In the case of a sublease, an amount equal to fifty percent
(50%) of (i) all rents, additional charges or other consideration payable
to Tenant under the sublease in excess of the Fixed Rent and Additional
Rent accruing during the term of the sublease in respect of the subleased
space (at the rate per square foot payable by Tenant hereunder) pursuant
to the terms hereof (including sums paid for the sale or rental of
Tenant’s Property, less, in the case of the sale thereof, the then net
unamortized or undepreciated cost thereof, determined on the basis of
Tenant’s federal income tax returns) minus (ii) the reasonable
out-of-pocket costs and expenses of Tenant in entering into such
sublease, such as brokerage fees, legal fees, architectural fees and
advertising fees paid to unrelated third parties, and the cost of any
improvements or Alterations made by Tenant solely for the purpose of
preparing the Premises or portion thereof for such sublease, and work
allowances actually paid to the subtenant. The sums payable under this
Section 14.9(b) shall be paid by Tenant to Landlord as Additional Rent as
and when paid by the subtenant to Tenant.



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          Section 14.10 (a) If Tenant is an Entity, and a majority of the Ownership
Interests in Tenant are not publicly traded on a recognized stock exchange or
over-the-counter market, then any transfer (by one or more transfers), of a
majority of the Ownership Interests of Tenant shall be deemed an assignment of
this Lease for all purposes of this Article 14. The term “transfer” shall be
deemed to include the issuance of new Ownership Interests resulting in a
majority of the Ownership Interests of Tenant being held by Persons which do
not hold a majority of the Ownership Interests of Tenant on the date hereof,
except for (i) transfers by owners of Ownership Interests to members of their
immediate families or to trusts for the benefit of such family members, (ii)
public offerings of Ownership Interests on a recognized stock exchange or
over-the-counter market, and (iii) transactions permitted pursuant to Section
14.10(b). The transfer of a majority of the Ownership Interests of Tenant
through one or more transfers on a recognized stock exchange or
over-the-counter market shall not be deemed an assignment of this Lease for
purposes of this Article 14.



          (b) If Tenant is an Entity, and Tenant is merged or consolidated with
another Entity, or if substantially all of Tenant’s assets are transferred to
another Entity, then such merger, consolidation or transfer of assets shall be
deemed an assignment of this Lease for all purposes of this Article 14.
Notwithstanding the foregoing, Landlord’s consent shall not be required for
such assignment, and the provisions of Sections 14.2, 14.6, 14.9 and 14.10
shall not be applicable thereto, so long as each of the following conditions
have been satisfied: (i) such merger, consolidation or transfer of assets
shall have been made for a legitimate independent business purpose and not for
the principal purpose of transferring this Lease, (ii) the successor to Tenant
or transferee of substantially all of Tenant’s assets shall have a net worth,
computed in accordance with generally accepted accounting principles
consistently applied, at least equal to
the lesser of (A) the net worth of Tenant immediately prior to such
merger, consolidation or transfer, or (B) the net worth of Tenant herein named
on the date of this Lease, and (iii) proof satisfactory to Landlord of such net
worth shall have been delivered to Landlord at least ten (10) days prior to the
effective date of any such transaction.



          (c) The limitations set forth in this Section 14.10 shall be deemed to
apply to subtenants, assignees and guarantors of this Lease, if any, and any
transfer of Ownership Interests in, or any merger, consolidation or transfer of
assets of, any such Entity in violation of this Section 14.10 shall be deemed
to be an assignment of this Lease in violation of Section 14.1



          (d) A material modification, amendment or extension of a sublease shall be
deemed a sublease for the purposes of Section 14.1, and a lease takeover
agreement shall be deemed an assignment of this Lease for the purposes of
Section 14.1. Notwithstanding anything to the contrary set forth in this
Article 14, if a subtenant of any portion of the Premises violates the
provisions of this Article 14, then so long as Tenant promptly commences and
diligently prosecutes to completion (or settlement) appropriate legal
proceedings against such subtenant, the fifteen Business Day period set forth
in Section 16.1(b) shall be deemed extended, and no Event of Default shall be
deemed to have occurred under this Lease on account of such violation by such
subtenant.



          Section 14.11 Provided that no Material Default shall then have occurred
and be continuing, Tenant may, without Landlord’s consent, but upon not less
than ten (10) days’ prior notice to Landlord, (i) permit any Affiliate of
Tenant to sublet all or part of the Premises for any



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Permitted Use, or (ii)
assign this Lease to any Affiliate of Tenant, and in either such case, the
provisions of Sections 14.2, 14.6, 14.9 and 14.10 shall not be applicable
thereto. In no event shall any sublease to an Affiliate be deemed to vest in
any such Affiliate any right or interest in this Lease or the Premises. In no
event shall any assignment or sublease to an Affiliate relieve, release, impair
or discharge any of Tenant’s obligations under this Lease.


          Section 14.12 (a) Any assignment or transfer which is deemed an
assignment of this Lease, whether made with Landlord’s consent pursuant to
Section 14.1 or without Landlord’s consent to the extent permitted under
Sections 14.10 and 14.11, shall be made only if, and shall not be effective
until, the assignee shall execute, acknowledge and deliver to Landlord an
agreement in form and substance satisfactory to Landlord whereby the assignee
shall assume the obligations of this Lease on the part of Tenant to be
performed or observed from and after the effective date of such assignment or
transfer, and whereby the assignee shall agree that the provisions in Section
14.1 shall, notwithstanding such assignment or transfer, continue to be binding
upon it in respect of all future assignments and transfers.



          (b) The joint and several liability of Tenant and any immediate or remote
successor in interest of Tenant and the due performance of the obligations of
this Lease on Tenant’s part to be performed or observed shall not be
discharged, released or impaired in any respect by any agreement or stipulation
made by Landlord, or any grantee or assignee of Landlord by way of mortgage or
otherwise, extending the time, or modifying any of the obligations of this
Lease, or by any waiver or failure of Landlord, or any grantee or assignee of
Landlord by way of mortgage or otherwise, to enforce any of the obligations of
this Lease.



          (c) The listing of any name other than that of Tenant, whether on the
doors of the Premises or the Building directory, or otherwise, shall not
operate to vest any right or interest in this Lease or in the Premises, nor
shall it be deemed to be the consent of Landlord to any assignment or transfer
of this Lease or to any sublease of Premises or to the use or occupancy thereof
by others. Any such listing shall constitute a privilege extended by Landlord,
revocable at Landlord’s will by notice to Tenant, provided that Landlord shall
not unreasonably revoke such privilege as to any Affiliate of Tenant, or any
subtenant of Tenant or assignee of this Lease approved by Landlord pursuant to
this Article 14.



          (d) Tenant shall indemnify Landlord and the Landlord Parties, in
accordance with the provisions of Article 28, from any and all losses,
liabilities, damages, costs, and expenses (including reasonable attorneys’ fees
and disbursements) resulting from any claims against Landlord by any Person in
connection with any proposed or actual assignment of this Lease or subletting
of all or any portion of the Premises except to the extent caused by the
negligence or wilful misconduct of Landlord or any Landlord Party.



          Section 14.13 (a) For purposes of this Section 14.13, the following terms
have the following meanings:




		
	 	          (i) “Eligible Sublease” means a direct sublease between Tenant and
an Eligible Subtenant demising the entire Premises Area for an initial
sublease term (i.e., not including any renewals) of not less than five
(5) years.



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	 	          (ii) “Eligible Subtenant” means a Person who or which is not an
Affiliate of Tenant, and has a financial condition reasonably
satisfactory to Landlord taking into account the obligations in question.
The financial condition of a subtenant shall be deemed satisfactory if
such subtenant has a net worth, computed in accordance with generally
accepted accounting principles consistently applied, equal to or greater
than Two Hundred Fifty Million and 00/100 Dollars ($250,000,000.00).




		
	 	          (iii) “Landlord Non-Disturbance Agreement” means a non-disturbance
agreement in customary form, reasonably satisfactory to Landlord,
providing in substance that (A) Landlord will not name or join the
Eligible Subtenant as a party defendant or otherwise in any suit, action
or proceeding to enforce any rights granted to Landlord under this Lease,

and (B) if this Lease shall terminate or be terminated by reason of
Tenant’s default hereunder (any such termination, an “Attornment Event”),
then Landlord will recognize the Eligible Subtenant as the direct tenant
of Landlord on the terms and conditions of the Eligible Sublease as
amended upon an Attornment Event as provided in Section 14.13(c).
	 
	 	          (iv) “Subtenant LC” means a letter of credit in the amount of the
Security Deposit, to be deposited by the Eligible Subtenant with Landlord
in accordance with all of the requirements set forth in Article 32 of
this Lease.



          (b) Landlord shall, within thirty (30) days after Tenant’s request,
accompanied by an executed counterpart of the Eligible Sublease such other
information and certifications as Landlord may reasonably request in order to
determine that the conditions of this
Section 14.13 have been satisfied, and so long as no Event of Default
shall then have occurred and be continuing under this Lease, deliver to Tenant
and the Eligible Subtenant a Landlord Non-Disturbance Agreement. Following the
Eligible Subtenant’s execution and delivery of the Landlord Non-Disturbance
Agreement, Landlord shall promptly execute and deliver a counterpart thereof to
the Eligible Subtenant.



          (c) The Landlord Non-Disturbance Agreement shall provide that, upon an
Attornment Event, and notwithstanding anything to the contrary set forth
therein, the Eligible Sublease shall be deemed amended as follows:




		
	 	          (i) If applicable from time to time, the fixed rent and additional
rent under the Eligible Sublease shall be increased (but not decreased)
so that it is equal to the Fixed Rent and Additional Rent that would have
been payable under this Lease had this Lease not been terminated.
	 
	 	          (ii) The terms and provisions thereof shall be restated to be
substantially the same as the terms and provisions of this Lease, except
that (A) the length of the term (including renewals, other than renewals
which would extend beyond the then Expiration Date of this Lease) shall
remain as set forth in the Eligible Sublease, (B) the Eligible Sublease
shall not include any rights that are limited to or dependent upon
occupancy by DoubleClick Inc. (“Original Tenant”), or any rights of
Tenant under this Lease which the Eligible Subtenant is not entitled to
under the terms of the Eligible Sublease, and (C) if the Eligible
Sublease contains one or more provisions that are more



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	 	restrictive of the
Eligible Subtenant thereunder than the corresponding provisions of this
Lease are with respect to Tenant hereunder, then the more restrictive
Eligible Sublease provisions shall continue in effect under the Eligible
Sublease.
	 
	 	          (iii) The Eligible Subtenant shall deposit the Subtenant LC with
Landlord, to be held by Landlord pursuant to Article 32 of this Lease.
	 
	 	          (iv) The Eligible Subtenant shall attorn to Landlord in accordance
with the provisions of this Lease, as modified hereby.



          (d) Notwithstanding anything to the contrary set forth in this Section
14.13, any Landlord Non-Disturbance Agreement shall (i) be personal to the
Eligible Subtenant, and (ii) provide that in the event of a termination of this
Lease other than by reason of Tenant’s default or Tenant’s voluntary surrender
(for example, following damage or destruction pursuant to Article 12), then the
Landlord Non-Disturbance Agreement shall automatically terminate and be of no
further force and effect as of the termination date of this Lease.



     Article 15. Access to Premises


          Section 15.1 Tenant shall permit Landlord, Landlord’s agents and public
utilities servicing the Building to erect, use and maintain ducts, pipes and
conduits in and through the Premises, provided that such installations (i) are
concealed within existing walls, columns and ceilings, to the extent feasible,
and where not feasible, are appropriately furred and finished, (ii) do not
cause the usable area of the Premises to be reduced except to a de minimis
extent, and (iii) do not interfere, except to a de minimis extent, with
Tenant’s use and occupancy
of the Premises. Landlord shall promptly repair any damage to the
Premises, Alterations or Tenant’s Property caused by any work performed
pursuant to this Article 15. Landlord shall undertake any such work in such a
manner so as to minimize any interference that might be occasioned to Tenant’s
business operations and to minimize any damage that might result to the
appearance or function of the affected areas of the Premises; provided,
however, that Landlord shall have no obligation to employ contractors or labor
at overtime or other premium pay rates or to incur any other overtime costs or
additional expenses whatsoever, except as provided in Section 6.3. Landlord or
Landlord’s agents shall have the right to enter the Premises at all reasonable
times upon reasonable prior notice (except no such prior notice shall be
required in case of emergency), which notice may be oral, to examine the same,
to show them to prospective purchasers, Mortgagees, Superior Lessors or ground
lessees of the Building and their respective agents and representatives, or
(during the final 12 months of the Term) to prospective tenants of the
Premises, and to make such repairs, alterations, improvements or additions (i)
as Landlord may deem necessary or desirable to the Premises, to the extent
expressly set forth herein, or to any other portion of the Building, or (ii)
which Landlord may elect to perform following Tenant’s failure, after notice
and an opportunity to cure, except in an emergency, to make repairs or perform
any work which Tenant is obligated to make or perform under this Lease, or
(iii) for the purpose of complying with applicable Laws, and Landlord shall be
allowed to take all material into and upon the Premises to the extent required
without constituting an eviction or constructive eviction of Tenant in whole or
in part, and Fixed Rent and Additional Rent will not be abated (except as
expressly provided in this Lease) while such repairs, alterations,



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improvements
or additions are being made, by reason of loss or interruption of business of
Tenant, or otherwise.


          Section 15.2 (a) If Tenant shall not be present when for any reason entry
into the Premises shall be necessary by reason of emergency, Landlord or
Landlord’s agents may enter the same without rendering Landlord or such agents
liable therefor (if during such entry Landlord or Landlord’s agents shall
accord reasonable care to Tenant’s property), and without in any manner
affecting this Lease. Nothing herein contained, however, shall be deemed or
construed to impose upon Landlord any obligation, responsibility or liability
whatsoever for the care, supervision or repair of the Building or any part
thereof, other than as herein provided.



          (b) Notwithstanding the foregoing, Landlord agrees that except in an
emergency, neither Landlord nor any Landlord Party shall enter the Permitted
Data Center without a representative of Tenant present during such entry.
Tenant agrees to make a representative available to Landlord for any such entry
upon at least one (1) day’s prior notice, which notice may be oral or
electronic.



          Section 15.3 Landlord shall have the right from time to time to alter the
Building and, without the same constituting an actual or constructive eviction
and without incurring any liability to Tenant therefor, to change the
arrangement or location of entrances or passageways, doors and doorways, and
corridors, elevators, stairs, toilets, or other public parts of the Building
and to change the name, number or designation by which the Building is commonly
known, provided that (i) Tenant shall not be thereby deprived of access to the
Premises, (ii) no such changes by Landlord shall interfere, in any material
respect, with Tenant’s use and occupancy of the Premises, and (iii) if Landlord
moves or alters any Common Area Bathrooms previously renovated by Tenant
pursuant to Section 5.3(b), Landlord shall restore or refurbish
such affected Common Area Bathrooms substantially in the same manner and
quality as Tenant’s prior renovations thereof. All parts (except surfaces
facing the interior of the Premises) of all walls, windows and doors bounding
the Premises (including exterior Building walls, exterior core corridor walls,
exterior doors and entrances other than doors and entrances solely servicing
the Premises), all balconies, terraces and roofs adjacent to the Premises, all
space in or adjacent to the Premises used for shafts, stacks, stairways,
chutes, pipes, conduits, ducts, fan rooms, heating, air cooling (other than
Tenant’s HVAC System and the conduits provided to Tenant pursuant to Section
10.9), plumbing and other mechanical facilities, service closets and other
Building facilities are not part of the Premises, and Landlord shall have the
use thereof, as well as access thereto through the Premises for the purposes of
operation, maintenance, alteration and repair.



     Article 16. Default


          Section 16.1 Each of the following events shall be an “Event of Default”
hereunder:




		
	 	          (a) if Tenant defaults in the payment when due of any installment of
Fixed Rent, and such default shall continue for a period of five (5)
Business Days after notice thereof from Landlord, or in the payment when
due of any Additional Rent, and such default continues for a period of
ten (10) days after notice thereof from Landlord; or



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	 	          (b) if Tenant’s interest in this Lease is transferred in violation
of Article 14 and such event is not cured within fifteen (15) Business
Days after notice from Landlord; or
	 
	 	          (c) if the Premises or a substantial portion thereof is abandoned;
or
	 
	 	          (d) (i) if Tenant admits in writing its inability to pay its debts
as they become due; or




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




		
	 	          (iii) if Tenant makes a general assignment for the benefit of
creditors; or




		
	 	          (iv) if any case, proceeding or other action is commenced or
instituted against Tenant (A) seeking to have an order for relief
entered against it as debtor or to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment,
winding-up, liquidation, dissolution, composition or other relief
with respect to it or its debts under any existing or future law of
any
jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, or (B) seeking
appointment of a receiver, trustee, custodian or other similar
official for it or for all or any substantial part of its property,
which either (1) 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 (2) remains undismissed for a period of ninety (90) days; or




		
	 	          (v) if any case, proceeding or other action is commenced or
instituted against Tenant seeking issuance of a warrant of
attachment, execution, distraint or similar process against all or
any substantial part of its property which results in the entry of
an order for any such relief which has not been vacated,
discharged, or stayed or bonded pending appeal within ninety (90)
days after the entry thereof; or




		
	 	          (vi) if Tenant takes any action in furtherance of, or
indicating its consent to, approval of, or acquiescence in, any of
the acts set forth in Subsections 16.1(d)(ii), (iii), (iv) or (v);
or




		
	 	          (vii) if a trustee, receiver or other custodian is appointed
for any substantial part of the assets of Tenant, which appointment
is not vacated or



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	 	effectively stayed within thirty (30) days, or if
any such vacating or stay does not thereafter remain in effect; or




		
	 	          (e) if Tenant defaults in the observance or performance of any other
term, covenant or condition of this Lease on Tenant’s part to be observed
or performed and Tenant fails to remedy such default within thirty (30)
days after notice by Landlord to Tenant of such default, or, if such
default is of such a nature that it cannot be completely remedied within
such period of thirty (30) days, if Tenant fails to commence to remedy
such default within such thirty-day period, or fails thereafter to
diligently prosecute to completion all steps necessary to remedy such
default.



          Section 16.2 If an Event of Default occurs, Landlord may at any time
thereafter give written notice to Tenant stating that this Lease and the Term
shall expire and terminate on the date specified in such notice, which date
shall not be less than seven (7) days after the giving of such notice. If
Landlord gives such notice, this Lease and the Term and all rights of Tenant
under this Lease shall expire and terminate as if the date set forth in such
notice were the Expiration Date and Tenant immediately shall quit and surrender
the Premises, but Tenant shall remain liable as hereinafter provided. Anything
contained herein to the contrary notwithstanding, if such termination shall be
stayed by order of any court having jurisdiction over any proceeding described
in Section 16.1(d), or by federal or state statute, then, following the
expiration of any such stay, or if the trustee appointed in any such
proceeding, Tenant or Tenant as debtor-in-possession shall fail to assume
Tenant’s obligations under this Lease within the period prescribed therefor by
law or within one hundred twenty (120) days after entry of the order for relief
or as may be allowed by the court, or if said trustee, Tenant or Tenant as
debtor-in-possession shall fail to provide adequate protection of Landlord’s
right, title and interest in and to the Premises or adequate assurance of the
complete and continuous future performance of
Tenant’s obligations under this Lease, Landlord, to the extent permitted
by law or by leave of the court having jurisdiction over such proceeding, shall
have the right, at its election, to terminate this Lease on seven (7) days’
notice to Tenant, Tenant as debtor-in-possession or said trustee and upon the
expiration of said seven (7) day period this Lease shall cease and expire as
set forth above and Tenant, Tenant as debtor-in-possession or said trustee
shall immediately quit and surrender the Premises as aforesaid.



          Section 16.3 If, at any time, (a) Tenant shall comprise two (2) or more
Persons, (b) Tenant’s obligations under this Lease shall have been guaranteed
by any Person other than Tenant, or (c) Tenant’s interest in this Lease shall
have been assigned, the word “Tenant,” as used in Section 16.1(d), shall be
deemed to mean any one or more of the Persons primarily or secondarily liable
for Tenant’s obligations under this Lease. Any monies received by Landlord
from or on behalf of Tenant during the pendency of any proceeding of the types
referred to in Section 16.1(d) shall be deemed paid as compensation for the use
and occupation of the Premises and the acceptance of any such compensation by
Landlord shall not be deemed an acceptance of Fixed Rent and/or Additional Rent
or a waiver on the part of Landlord of any rights under this Lease.



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     Article 17. Remedies and Damages


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




		
	 	          (i) Tenant shall quit and peacefully surrender the Premises to
Landlord, and Landlord and its agents may immediately, or at any time
after such Event of Default or after the date upon which this Lease and
the Term shall expire and come to an end, re-enter the Premises or any
part thereof, without notice to the maximum extent permitted by Law,
either by summary proceedings, or by any other applicable action or
proceeding (without being liable to indictment, prosecution or damages
therefor), and may repossess the Premises and dispossess Tenant and any
other Persons from the Premises and remove any and all of their property
and effects from the Premises; and




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



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



- 51 -






 





forth in this Lease are cumulative and
shall not preclude Landlord from invoking any other remedy allowed at law or in
equity.


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




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




		
	 	          (ii) Tenant also shall be liable for and shall pay to Landlord, as
damages, any deficiency (the “Deficiency”) between (A) Fixed Rent and
Additional Rent for the period which otherwise would have constituted the
unexpired portion of the Term (conclusively presuming the Additional Rent
for each year thereof to be the same as was payable for the year
immediately preceding such termination or re-entry), and (B) the net
amount, if any, of rents collected under any reletting effected pursuant
to the provisions of Subsection 17.1(a)(ii) 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, legal expenses, attorneys’
fees and disbursements, alteration costs and other expenses of preparing
the Premises for such reletting). Tenant shall pay the Deficiency in
monthly installments on the days specified in this Lease for payment of
installments of Fixed Rent, and Landlord shall be entitled to recover
from Tenant each monthly Deficiency as the same shall arise. 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




		
	 	          (iii) whether or not Landlord shall have collected any monthly
Deficiency as aforesaid, Landlord shall be entitled to recover from
Tenant, and Tenant shall pay to Landlord, on demand, in lieu of any
further Deficiency and as and for liquidated and agreed final damages, a
sum equal (A) to the amount by which the Fixed Rent and Additional Rent
for the period which otherwise would have constituted the unexpired
portion of the Term (without taking into account any termination thereof
and/or re-entry pursuant to this Lease, and conclusively presuming the
Additional Rent for each year thereof to be the same as was payable for
the year immediately preceding such termination or re-entry) exceeds (B)
the then fair and reasonable rental value of the Premises, including
Additional Rent for the same period, both discounted to present value at
a rate of interest per annum equal to the rate then applicable to United
States Treasury Bills having a term equal to the then unexpired Term of
the Lease, less (C) the aggregate amount of Deficiencies previously
collected by Landlord pursuant to the provisions of Subsection
17.2(a)(ii) for the same period. If, before presentation of proof of
such liquidated damages to any court, commission or tribunal, Landlord
shall have relet the Premises or any part thereof for the period which
otherwise would have constituted the unexpired portion of the Term, or
any part thereof, the amount of net rents collected in



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	 	connection with
such reletting shall be deemed, prima facie, to be the fair and
reasonable rental value for the part or the whole of the Premises so
relet during the term of the reletting.



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



     Article 18. Fees and Expenses


          Section 18.1 If an Event of Default shall occur under this Lease or if
Tenant shall do or permit to be done any act or thing upon the Premises which
would cause Landlord to be in default under any Superior Lease or Mortgage, or
if Tenant shall fail to comply with its obligations under this Lease and the
preservation of property or the safety of any tenant, occupant or other person
is threatened thereby, Landlord may, after reasonable prior notice to Tenant
except in an emergency, perform the same for the account of Tenant or make any
expenditure or incur any obligation for the payment of money for the account of
Tenant. All amounts expended by Landlord in connection with the foregoing,
including reasonable attorneys’ fees and disbursements in instituting,
prosecuting or defending any action or proceeding or recovering possession, and
the cost thereof, with interest thereon at the Default Rate, shall be deemed to
be Additional Rent hereunder and shall be paid by Tenant to Landlord within
thirty (30) days of rendition of any bill or statement (with reasonable backup)
to Tenant therefor.



          Section 18.2 If Tenant shall fail to pay any installment of Fixed Rent
within five (5) days of the date due, or Additional Rent within five (5) days
after notice from Landlord that
same was due and not paid, Tenant shall pay to Landlord, in addition to
such installment of Fixed Rent and/or Additional Rent, as the case may be, as a
late charge and as Additional Rent, a sum equal to interest at the Default Rate
on the amount unpaid, computed from the date such payment was due to and
including the date of payment.



     Article 19. No Representations by Landlord


          Except as and to the extent expressly set forth herein, Landlord and
Landlord’s agents have made no warranties, representations, statements or
promises with respect to (a) the rentable and usable areas of the Premises or
the Building, (b) the amount of any current or future Taxes, (c) the compliance
with applicable Laws of the Premises or the Building, or (d) the suitability of
the Premises for any particular use or purpose. No rights, easements or
licenses are acquired by Tenant under this Lease, by implication or otherwise,
except as expressly set forth herein. This Lease (including any Exhibits
referred to herein and all supplementary agreements provided for herein)
contains the entire agreement between the parties and all understandings and
agreements previously made between Landlord and Tenant are merged in this
Lease, which alone fully and completely expresses their agreement. Tenant is
entering into this Lease after full investigation, and is not relying upon any
statement or representation made by Landlord not embodied in this Lease.



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     Article 20. End of Term


          Section 20.1 On the Expiration Date or sooner termination of this Lease,
Tenant shall quit and surrender the Premises to Landlord, vacant, broom clean,
in good order and condition, ordinary wear and tear and damage for which Tenant
is not responsible under the terms of this Lease excepted, and Tenant shall
remove all of Tenant’s Property and the Non-Standard Alterations from the
Premises, and this obligation shall survive the Expiration Date or sooner
termination of the Term. If the last day of the Term or any renewal thereof
falls on Saturday or Sunday, this Lease shall expire on the Business Day
immediately preceding. Tenant expressly waives, for itself and for any Person
claiming through or under Tenant, any rights which Tenant or any such Person
may have under the provisions of Section 2201 of the New York Civil Practice
Law and Rules and of any successor law of like import then in force in
connection with any holdover summary proceedings which Landlord may institute
to enforce the foregoing provisions of this Article 20.



          Section 20.2 Tenant acknowledges that Tenant or any Tenant Party remaining
in possession of the Premises after the Expiration Date or earlier termination
of this Lease would create an unusual hardship for Landlord and for any
prospective tenant. Tenant therefore covenants that if for any reason Tenant
or any Tenant Party shall fail to vacate and surrender possession of the
Premises or any part thereof on or before the Expiration Date or earlier
termination of this Lease and the Term, then Tenant’s continued possession of

the Premises shall be as a holdover tenant, during which time, without
prejudice and in addition to any other rights and remedies Landlord may have
under this Lease or under applicable Laws, Tenant shall pay to Landlord for
each month and for each portion of any month during which Tenant holds over, an
amount equal to: (i) one hundred fifty percent (150%) of the total monthly
amount of Fixed Rent and Additional Rent payable hereunder immediately prior to
the Expiration Date or earlier
termination (the “Existing Rent”) for the first thirty (30) days during
which Tenant remains in possession of all or any portion of the Premises, and
(ii) two hundred percent (200%) of the Existing Rent thereafter. The
provisions of this Section 20.2 shall not in any way be deemed to (A) permit
Tenant to remain in possession of the Premises after the Expiration Date or
sooner termination of this Lease, or (B) imply any right of Tenant to use or
occupy the Premises upon expiration or termination of this Lease and the Term,
and no acceptance by Landlord of payments from Tenant 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 Tenant in accordance with the provisions of this
Article 20. Tenant’s obligations under this Article 20 shall survive the
Expiration Date or earlier termination of this Lease.



     Article 21. Quiet Enjoyment


          Provided no Event of Default has occurred and is continuing, Tenant may
peaceably and quietly enjoy the Premises without hindrance by Landlord or any
Person lawfully claiming through or under Landlord, subject, nevertheless, to
the terms and conditions of this Lease.



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     Article 22. No Waiver; Non-Liability


          Section 22.1 No act or thing done by Landlord or Landlord’s agents during
the Term shall be deemed an acceptance of a surrender of the Premises, and no
agreement to accept such surrender shall be valid unless in writing and signed
by Landlord. No employee of Landlord or of Landlord’s agents shall have any
power to accept the keys of the Premises prior to the termination of this
Lease. The delivery of keys to any employee of Landlord or of Landlord’s
agents shall not operate as a termination of this Lease or a surrender of the
Premises. Any Building employee to whom any property shall be entrusted by or
on behalf of Tenant shall be deemed to be acting as Tenant’s agent with respect
to such property and neither Landlord nor its agents shall be liable for any
damage to property of Tenant or of others entrusted to employees of the
Building, nor for the loss of or damage to any property of Tenant by theft or
otherwise.



          Section 22.2 The failure of Landlord or Tenant to seek redress for
violation of, or to insist upon the strict performance of, any covenant or
condition of this Lease, or any of the Rules and Regulations set forth or
hereafter adopted by Landlord, shall not prevent a subsequent act, which would
have originally constituted a violation, from having all of the force and
effect of an original violation. The receipt by Landlord or the payment by
Tenant of Fixed Rent and/or Additional Rent with knowledge of the breach of any
covenant of this Lease shall not be deemed a waiver of such breach. The
failure of Landlord to enforce any of the Rules and Regulations set forth, or
hereafter adopted, against Tenant or any other tenant in the Building shall not
be deemed a waiver of any such Rules and Regulations. Landlord shall not
enforce the Rules and Regulations against Tenant in a discriminatory manner.
No provision of this Lease shall be deemed to have been waived by either
Landlord or Tenant, unless such waiver be in writing signed by the party
against whom such waiver is claimed. No payment by Tenant or receipt by
Landlord of a lesser amount than the monthly Fixed Rent or any Additional Rent
shall be deemed to be other than on account of the next installment of Fixed
Rent or Additional Rent, as the case
may be, or as Landlord may elect to apply same, nor shall any endorsement
or statement on any check or any letter accompanying any check or payment as
Fixed Rent or Additional Rent be deemed an accord and satisfaction, and
Landlord may accept such check or payment without prejudice to Landlord’s right
to recover the balance of such Fixed Rent or Additional Rent or pursue any
other remedy in this Lease provided. Any executory agreement hereafter made
shall be ineffective to change, modify, discharge or effect an abandonment of
this Lease in whole or in part unless such executory agreement is in writing
and signed by the party against whom enforcement of the change, modification,
discharge or abandonment is sought. All references in this Lease to the
consent or approval of Landlord shall be deemed to mean the written consent or
approval of Landlord and no consent or approval of Landlord shall be effective
for any purpose unless such consent or approval is set forth in a written
instrument executed by Landlord.



          Section 22.3 (a) Except to the extent arising from the negligence or
willful misconduct of Landlord or any Landlord Party, neither Landlord nor any
Landlord Party shall be liable for any injury or damage to persons or property
or interruption of Tenant’s business resulting from fire, explosion, falling
plaster, steam, gas, electricity, water, rain or snow or leaks from any part of
the Building or from the pipes, appliances or plumbing works or from the roof,
street or subsurface or from any other place or by dampness or by any other
cause of whatsoever nature, provided, however, that Tenant, in accordance with
Section 11.2, shall first look for



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recovery to any insurance required to be
carried by Tenant pursuant to the terms of this Lease); nor shall Landlord or
its agents be liable for any such damage caused by other tenants or persons in
the Building or caused by construction of any private, public or quasi-public
work; nor shall Landlord be liable for any latent defect in the Premises or in
the Building (except that Landlord shall be required to repair such defects to
the extent provided in Article 6). Nothing in the foregoing shall affect any
right of Landlord to the indemnity from Tenant to which Landlord may be
entitled under Article 28.


          (b) If, at any time or from time to time, any windows of the Premises are
temporarily closed, darkened or bricked-up for any reason whatsoever, or any of
such windows are permanently closed, darkened or bricked-up if required by any
Law or related to any construction upon property adjacent to the Real Property
by parties other than Landlord, Landlord shall not be liable for any damage
Tenant may sustain thereby and Tenant shall not be entitled to any compensation
therefor nor abatement of Fixed Rent or Additional Rent nor shall the same
release Tenant from its obligations hereunder nor constitute an eviction or
constructive eviction of Tenant from the Premises.



     Article 23. Waiver of Trial By Jury


          The respective parties hereto shall and they hereby do waive trial by jury
in any action, proceeding or counterclaim brought by either of the parties
hereto against the other (except for personal injury or property damage) on any
matters whatsoever arising out of or in any way connected with this Lease, the
relationship of Landlord and Tenant, Tenant’s use or occupancy of the Premises,
or for the enforcement of any remedy under any statute, emergency or otherwise.
If Landlord commences any summary proceeding against Tenant, Tenant will not
interpose any counterclaim of whatever nature or description in any such
proceeding (unless failure to impose such counterclaim would preclude Tenant
from asserting in a separate action
the claim which is the subject of such counterclaim), and will not seek to
consolidate such proceeding with any other action which may have been or will
be brought in any other court by Tenant.



     Article 24. Inability To Perform


          This Lease and the obligation of Tenant to pay Fixed Rent and Additional
Rent hereunder and perform all of the other covenants and agreements hereunder
on the part of Tenant to be performed will not be affected, impaired or excused
because Landlord is unable to fulfill any of its obligations under this Lease
expressly or impliedly to be performed by Landlord or because Landlord is
unable to make, or is delayed in making any repairs, additions, alterations,
improvements or decorations or is unable to supply or is delayed in supplying
any equipment or fixtures, if Landlord is prevented or delayed from so doing by
reason of strikes or labor troubles or by accident, or by any cause whatsoever
beyond Landlord’s reasonable control, including laws, governmental preemption
in connection with a national emergency or by reason of any Laws or by reason
of the conditions of supply and demand which have been or are affected by war
or other emergency (“Unavoidable Delays”).



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     Article 25. Bills and Notices


          Section 25.1 Except as otherwise expressly provided in this Lease, any
bills, statements, consents, notices, demands, requests or other communications
given or required to be given under this Lease shall be in writing and shall be
deemed given if delivered by hand (against a signed receipt), sent by a
nationally recognized overnight courier service, or sent by registered or
certified mail (return receipt requested) and addressed:




		
	 	     (a) if to Tenant, (i) at Tenant’s address at the Premises, or (ii)
at any place where Tenant or any agent or employee or Tenant may be found
if mailed subsequent to Tenant’s abandoning or surrendering the Premises,
in each case with a copy to Loeb & Loeb LLP, 345 Park Avenue, New York,
New York 10154, Attention: Scott I. Schneider, Esq.; or




		
	 	     (b) if to Landlord, as follows: 111 Chelsea LLC, c/o Taconic
Investment Partners LLC, 111 Eighth Avenue, New York, New York 10011,
Attention: Paul E. Pariser, Principal, with a copy to: Schulte Roth &
Zabel LLP, 919 Third Avenue, New York, New York 10022, Attention: Eric
Asmundsson, Esq.



          Section 25.2 Any such bill, statement, consent, notice, demand, request or
other communication given as provided in this Article 25 shall be deemed given
(i) on the date hand delivered, (ii) three (3) Business Days after the date
mailed, or (iii) one (1) Business Day after the date sent by overnight courier
service.



     Article 26. Rules and Regulations


          Landlord reserves the right, from time to time, to adopt additional
reasonable and non-discriminatory Rules and Regulations and to amend the Rules
and Regulations then in effect. Tenant and all Tenant Parties shall comply
with the Rules and Regulations, as so
supplemented or amended. Nothing contained in this Lease shall be
construed to impose upon Landlord any duty or obligation to enforce the Rules
and Regulations or terms, covenants or conditions in any other lease against
any other tenant, and Landlord shall not be liable to Tenant for violation of
the same by any other tenant, its employees, agents, visitors or licensees;
provided, however, that Landlord shall not enforce such Rules and Regulations
against Tenant in a discriminatory manner. If there shall be any
inconsistencies between this Lease and the Rules and Regulations, the
provisions of this Lease shall prevail. Landlord agrees that any modifications
to the Rules and Regulations as annexed hereto (as compared to the standard
Building Rules and Regulations as of the date hereof) shall be deemed
incorporated into this Lease, so that such modified provisions may not be
negated by subsequent changes to the Rules and Regulations.



     Article 27. Broker


          Section 27.1 Each of Landlord and Tenant represents and warrants to the
other that it has not dealt with any broker in connection with this Lease other
than Insignia/ESG, Inc. and Newmark & Company Real Estate, Inc. (collectively,
“Broker”) and that to the best of its knowledge and belief, no other broker,
finder or similar Person procured or negotiated this Lease or is entitled to
any fee or commission in connection herewith.



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          Section 27.2 Each of Landlord and Tenant shall indemnify, defend, protect
and hold the other party harmless from and against any and all losses,
liabilities, damages, claims, judgments, fines, suits, demands, costs, interest
and expenses of any kind or nature (including reasonable attorneys’ fees and
disbursements) which the indemnified party may incur by reason of any claim of
or liability to any broker, finder or like agent (other than Broker) arising
out of any dealings claimed to have occurred between the indemnifying party and
the claimant in connection with this Lease, or the above representation being
false. The provisions of this Article 27 shall survive the Expiration Date or
earlier termination of the Term.



     Article 28. Indemnity


          Section 28.1 Subject to the provisions of Section 11.2, Tenant shall
indemnify, defend and hold harmless Landlord and all Landlord Parties from and
against any and all claims against any of such parties arising from or in
connection with (i) any negligence or tortious conduct of Tenant or any Tenant
Party, and (ii) any accident, injury or damage whatsoever caused to any person
or the property of any person occurring in, at or upon the Premises, except, in
each case, to the extent that any such claim results from the negligence or
tortious conduct of Landlord or any other Landlord Party; together with all
costs, expenses and liabilities incurred in or in connection with each such
claim or action or proceeding brought thereon, including all reasonable
attorneys’ fees and expenses.



          Section 28.2 Subject to the provisions of Section 11.2, Landlord shall
indemnify, defend and hold harmless Tenant and all Tenant Parties from and
against all claims against any of such parties arising from or in connection
with (i) any negligence or tortious conduct of Landlord or any Landlord Party,
and (ii) any accident, injury or damage whatsoever caused to any person or the
property of any person occurring in, at or upon the common or public areas of
the Building (specifically excluding the Premises), except, in each case, to
the extent
that any such claim results from the negligence or tortious conduct of
Tenant or any Tenant Party; together with all costs, expenses and liabilities
incurred in or in connection with each such claim or action or proceeding
brought thereon, including all reasonable attorneys’ fees and expenses.



          Section 28.3 (a) If any claim that is within the scope of any indemnity
set forth in this Lease is asserted against any indemnified party, then the
indemnified party shall give prompt notice (each, an “Indemnity Notice”)
thereof to the indemnifying party, within a time period so as not to prejudice
the indemnifying party’s or its insurer’s ability to defend effectively any
action or proceeding brought on such claim, and the indemnifying party shall
have the right and obligation to defend and control the defense of any action
or proceeding brought on such claim with counsel chosen by the indemnifying
party, subject to the approval of the indemnified party (such approval not to
be unreasonably withheld) or by the indemnifying party’s insurance company. If
the indemnified party fails promptly to give an Indemnity Notice or if the
indemnified party shall not afford the indemnifying party the right to defend
and control the defense of any such action or proceeding then, in either of
such events, the indemnifying party shall have no obligation under the
applicable indemnity set forth in this Lease with respect to such action or
proceeding or other actions or proceedings involving the same or related facts.
If the indemnifying party shall defend any such action or proceeding, then:



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	 	          (i) the indemnified party shall cooperate with the indemnifying
party (or its insurer) in the defense of any such action or proceeding in
such manner as the indemnifying party (or its insurer) may from time to
time reasonably request and the indemnifying party shall not be liable
for the costs of any separate counsel employed by the indemnified party;
	 
	 	          (ii) the indemnifying party shall not be liable for any settlement
made without the indemnifying party’s consent;
	 
	 	          (iii) if such action or proceeding can be settled by the payment of
money and without the need to admit liability on the indemnified party’s
part, then the indemnifying party shall have the right to settle such
action or proceeding without the indemnified party’s consent and the
indemnifying party shall have no obligation under the applicable
indemnity set forth in this Lease with respect to such action or
proceeding or other actions or proceedings involving the same or related
facts if the indemnified party refuses to agree to such a settlement; and
	 
	 	          (iv) if such action or proceeding cannot be settled merely by the
payment of money and without the need to admit liability on the
indemnified party’s part, then the indemnifying party shall not settle
such action or proceeding without the indemnified party’s consent (which
consent shall not be unreasonably withheld, conditioned or delayed) and
if the indemnified party unreasonably withholds, conditions or delays its
consent to any such settlement, then the indemnifying party shall have no
obligation under the applicable indemnity set forth in this Lease with
respect to such action or proceeding or other actions or proceedings
involving the same or related facts.



          (b) If an indemnifying party shall, in good faith, believe that a claim
set forth in an Indemnity Notice is not within the scope of the indemnifying
party’s indemnity set forth in this Lease then, pending determination of that
question, the indemnifying party shall not be deemed to be in default under
this Lease by reason of its failure or refusal to indemnify and hold harmless
any indemnified party therefrom or to pay such costs, expenses and liabilities,
but if it shall be finally determined by a court of competent jurisdiction or
that such claim was within the scope of such indemnifying party’s indemnity set
forth in this Lease then such indemnifying party shall be liable for any
judgment or reasonable settlement or any reasonable legal fees incurred by the
party entitled to indemnity hereunder. The provisions of this Article 28 shall
survive the Expiration Date or earlier termination of this Lease.



     Article 29. Temporary Space


          Section 29.1 (a) Landlord hereby grants to Tenant a revocable license of
approximately 7,500 Rentable Square Feet of temporary space on the second (2nd)
floor of the Building, as shown on the floor plan attached as Exhibit D to this
Lease (the “Temporary Space”), for use by Tenant and Tenant’s contractors and
subcontractors during the period from the Commencement Date through December
31, 2003 (the “License Period”), without additional charge to Tenant except as
provided in Section 29.3. Tenant shall use the Temporary Space as and for
construction staging space and storage of construction materials and equipment,
subject to applicable Laws, the certificate of occupancy for the Building, and
the provisions of this



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Lease, and for no other purpose. Landlord shall provide
electricity to the Temporary Space for lighting and for construction-related
purposes, and Tenant shall pay for such electricity at the rate of $625.00 per
month, payable on the first day of each month during the License Period and any
period thereafter during which Tenant remains in possession of the Temporary
Space.


          (b) Tenant’s contractors, subcontractors and any other persons using the
Temporary Space shall not use the passenger elevators during the License Period
to travel to and from the Temporary Space and between the Temporary Space and
the Premises, and shall only use the freight elevators or the Building
staircases for such purposes.



          Section 29.2 Landlord shall have the right at any time during the Term,
upon giving Tenant not less than five (5) Business Days prior notice (a
“Relocation Notice”), to provide Tenant with licensed space elsewhere in the
Building of approximately the same size as the Temporary Space, with reasonable
access to the freight elevators serving the Premises (the “Replacement Space”).
On or before the fifth (5th) Business Day after the Relocation Notice is
given, Tenant shall, at its expense, remove all of the contents of the
Temporary Space and relocate it in the Replacement Space. Tenant’s occupancy
of the Replacement Space shall be on all of the terms and conditions applicable
to the Temporary Space as provided in this Article 29, and from and after such
relocation, the Replacement Space shall be deemed to be the Temporary Space as
though Landlord and Tenant had entered into an express written amendment of
this Lease with respect thereto.



          Section 29.3 The privileges granted Tenant under this Article 29 merely
constitute a license and shall not, now or at any time during or after the
License Period, be deemed to grant Tenant a leasehold or other real property
interest in the Temporary Space or any portion thereof. The license granted to
Tenant hereunder shall continue until and automatically
terminate and expire on the last day of the License Period, and the
termination of such license shall be self-operative and no further instrument
shall be required to effect such termination. If for any reason Tenant or any
Tenant Party fails to vacate and surrender possession of the Temporary Space or
any part thereof on or before the expiration of the License Period, then
without prejudice and in addition to any other rights and remedies Landlord may
have under this Lease or under applicable Laws, Tenant shall pay to Landlord
for each month or portion thereof during which Tenant holds over, an amount
equal to Thirty-Five Thousand and 00/100 Dollars ($35,000.00) per month.



     Article 30. Landlord’s Contribution


          Section 30.1 (a) Landlord shall contribute Three Million Four Hundred
Ninety-Six Thousand and 00/100 Dollars ($3,496,000.00) (“Landlord’s
Contribution”) toward the actual cost of the Initial Alterations (including
carpeting, wall covering, fixtures, telephone and computer installations, and
“soft costs” incurred in connection with such alterations, including
architectural and engineering fees, provided that such “soft costs” shall not
exceed ten percent (10%) of Landlord’s Contribution); provided, however, that
this Lease shall be in full force and effect and no Event of Default shall have
occurred and be continuing hereunder; provided, further, that if Tenant duly
cures such Event of Default prior to the termination of this Lease, Tenant’s
entitlement to Landlord’s Contribution shall be reinstated.



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          (b) Any cost of the Initial Alterations in excess of Landlord’s
Contribution shall be paid by Tenant. Tenant shall not be entitled to receive
any portion of Landlord’s Contribution not actually expended by Tenant in the
performance of the Initial Alterations, nor shall Tenant have any right to
apply any unexpended portion of Landlord’s Contribution as a credit against
Fixed Rent, Additional Rent or any other obligation of Tenant hereunder. No
part of Landlord’s Contribution may be assigned by Tenant prior to actual
payment thereof by Landlord to Tenant.



          Section 30.2 Landlord shall make progress payments to Tenant on a monthly
basis, for the work performed during the previous month, less a retainage of
10% of each progress payment (the “Retainage”). Each of Landlord’s progress
payments will be limited to an amount equal to (a) the aggregate amounts
(reduced by the Retainage) previously paid or then payable by Tenant (as
certified by an authorized officer of Tenant and by Tenant’s independent,
licensed architect) to Tenant’s contractors, subcontractors and material
suppliers for the Initial Alterations (excluding any payments for which Tenant
has previously been reimbursed out of previous disbursements from Landlord’s
Contribution), multiplied by (b) a fraction, the numerator of which is the
amount of Landlord’s Contribution, and the denominator of which is the total
contract price (or, if there is no specified or fixed contract price for the
Initial Alterations, then Landlord’s reasonable estimate thereof) for the
performance of all of the Initial Alterations shown on all plans and
specifications approved by Landlord. Such progress payments shall be made
within thirty (30) days after the delivery to Landlord of requisitions, signed
by a financial officer of Tenant, which requisitions shall set forth the names
of each contractor and subcontractor to whom payment is due, and the amount
thereof, and shall be accompanied by (i) with the exception of the first
requisition, copies of partial waivers of lien from all contractors,
subcontractors and material suppliers covering all work and materials which
were the subject of previous progress payments by Landlord and Tenant, and
(ii) a written certification from Tenant’s architect that the work for which
the requisition is being made has been completed substantially in accordance
with the plans and specifications approved by Landlord, and (iii) such other
documents and information as Landlord may reasonably request. Landlord shall
disburse the Retainage upon submission by Tenant to Landlord of a requisition
therefor, accompanied by all documentation required under this Section 30.2,
together with (A) proof of the satisfactory completion of all required
inspections and issuance of any required approvals, permits and sign-offs for
the Initial Alterations by all Governmental Authorities having jurisdiction
thereover, (B) final “as-built” plans and specifications for the Initial
Alterations as required pursuant to Section 4.2(e), and (C) the issuance of
final lien waivers by all contractors, subcontractors and material suppliers
covering all of the Initial Alterations.



     Article 31. Right of First Offer


          Section 31.1 For purposes of this Lease, the following terms shall have
the following meanings:




		
	 	     (a) “Available for Leasing” means that at the time in question (i) no
party leases or occupies the Expansion Space (or if leased or occupied, such
party’s rights are scheduled to expire, and Landlord is prepared to market such
space, within twelve (12) months of the time in question), whether pursuant to
a written lease or other written agreement, and



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(ii)  no party holds any written
option or right to lease or occupy the Expansion Space that is superior to
Tenant’s rights hereunder, or to renew its lease or rights of occupancy
therefor.


          (b) “Expansion Space” means the rentable portions of the tenth (10th)
floor of the Building adjacent to the Premises (as they may be expanded from
time to time pursuant to this Article 31) and not leased by Tenant from time to
time.



          (c) “Substantially Changed Terms” means terms and conditions of any
proposed lease of any Expansion Space to a third party, pursuant to which the
overall economic benefits (taking into account all elements of transaction,
including length of term) to Landlord are reduced by ten percent (10%) or more,
as compared to the terms and conditions previously offered to Tenant in an
Expansion Notice.



          Section 31.2 (a) If any portion of the Expansion Space becomes Available
for Leasing during the Term, Landlord shall deliver notice thereof to Tenant
(an “Expansion Notice”), describing the Expansion Space in question and setting
forth Landlord’s determination of the then fair market Fixed Rent for the
Expansion Space (the “FMV”). Provided that all of the conditions precedent set
forth in this Article 31 are fully satisfied by Tenant, Tenant shall have the
option (the “Expansion Option”), exercisable by Tenant delivering written
notice to Landlord (an “Exercise Notice”) within ten (10) Business Days of the
giving by Landlord of the Expansion Notice, to lease the Expansion Space on the
terms and conditions set forth in this Article 31, and this Lease shall
thereupon be modified as provided in Section 31.4. The Expansion Option may be
exercised only with respect to all of the Expansion Space that is the subject
of an Expansion Notice. Time shall be of the essence with respect to all
periods of time expressly set forth in this Article 31. Following the timely
giving of the Expansion Notice, the parties shall, if necessary negotiate in
good faith for a period of fifteen (15) days to reach a mutually satisfactory
Fixed
Rent for the Expansion Space, and if the parties are unable to agree upon
Fixed Rent at the end of such fifteen (15) day period, them Tenant shall have
the right, by notice to Landlord given within ten (10) days after the end of
such fifteen (15) day period, to either (i) rescind its giving of the Expansion
Notice, or (ii) refer the dispute to arbitration as provided in Section 31.5.



          (b) If Tenant fails to timely give an Exercise Notice with respect to any
Expansion Space, Landlord shall be free to lease such Expansion Space to any
other Person, provided that Landlord shall not thereafter enter into a lease of
such Expansion Space on terms and conditions that constitute Substantially
Changed Terms unless Landlord shall first deliver to Tenant a revised Expansion
Notice describing such Substantially Changed Terms. In such event, Tenant
shall have the right, exercisable within seven (7) Business Days following
Tenant’s receipt of such revised Expansion Notice from Landlord, to deliver to
Landlord an Exercise Notice agreeing to enter into a lease of the applicable
Expansion Space on such Substantially Changed Terms. Further, if Tenant fails
to timely give an Exercise Notice with respect to any Expansion Space, or
expressly declines to lease such Expansion Space, and Landlord enters into a
lease of such Expansion Space with a third party, then if such Expansion Space
shall thereafter become Available for Leasing during the Term of this Lease,
then Landlord shall again give Tenant an Expansion Notice as and when such
Expansion Space becomes Available for Leasing, on and subject to all of the
terms and conditions of this Article 31.



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          Section 31.3 Tenant shall have no right to exercise the Expansion Option
unless all of the following conditions have been satisfied or waived by
Landlord on the date of the Exercise Notice and on the date on which Landlord
delivers to Tenant vacant possession of the Expansion Space (the “Expansion
Space Commencement Date”):




		
	 	          (i) No Material Default shall have occurred and be continuing under
this Lease; and




		
	 	          (ii) Original Tenant (or a permitted assignee, subtenant, successor
or transferee pursuant to Sections 14.10 or 14.11, but not any other
assignee, subtenant or successor tenant), and its Affiliates shall occupy
all of the then-existing Premises Area.



          Section 31.4 Provided that Tenant timely delivers an Exercise Notice,
then, subject to Tenant’s right to rescind its giving of the Expansion Notice
pursuant to Section 31.2, effective on the Expansion Space Commencement Date,
the Expansion Space shall be added to and be deemed to be a part of the
Premises for all purposes of this Lease, on the following terms and conditions:




		
	 	          (a) Tenant shall lease the Expansion Space upon all of the terms and
conditions of this Lease except for Fixed Rent, which shall be equal to
the FMV, as initially determined by Landlord, subject to Tenant’s right
to arbitrate such determination of FMV as provided in Section 31.5;




		
	 	          (b) Tenant shall pay Tenant’s Tax Payment with respect to the
Expansion Space as provided in Article 7, and the Base Taxes applicable
to the Expansion Space shall be the Base Taxes set forth in Section
7.1(c); and
	 
	 	          (c) Landlord will deliver the Expansion Space to Tenant in its then
“as is” condition, and Landlord shall not be obligated to perform any
work or make any payments to Tenant (in the nature of Landlord’s
Contribution or otherwise) with respect thereto.



          Section 31.5 If Tenant disputes Landlord’s calculation of the FMV as set
forth in the Expansion Space Notice, such dispute shall be submitted to
arbitration and shall be determined by a single arbitrator appointed in
accordance with the American Arbitration Association Real Estate Valuation
Arbitration Proceeding Rules. Such arbitrator shall be impartial and shall
have not less than ten (10) years’ experience in the New York metropolitan area
in a calling related to the leasing of commercial and retail space in buildings
comparable to the Building, and the fees of such arbitrator shall be shared
equally by Landlord and Tenant.



          (b) Within fifteen (15) days following the appointment of such arbitrator,
each party shall attend a hearing before such arbitrator wherein each party
shall submit a report setting forth its determination of the FMV, together with
such information on comparable rentals, or such other evidence, as such party
shall deem relevant. The arbitrator shall, within fifteen (15) days following
such hearing and submission of evidence, render his or her decision by
selecting the determination of the FMV submitted by either Landlord or Tenant
which, in the judgment of the arbitrator, most nearly reflects the FMV. The
decision of such arbitrator shall be final and binding upon the parties.



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          (c) For purposes of the determination of the FMV, whether by estimate of
Landlord or by arbitration, Landlord or such arbitrator shall take into account
the then current rentals or occupancy fees for the renting of or granting of
use or occupancy rights for comparable space in the Building and in comparable
buildings in Manhattan for the Permitted Use. The determination of the FMV
shall be based on all relevant factors, including the assumptions and criteria
stated in this Article 31, specifically including the factors set forth in
Section 31.4, and the arbitrator shall not have the power to add to, modify or
change any of the provisions of this Lease. After a determination has been
made of the FMV, the parties shall execute and deliver to each other an
agreement setting forth the Fixed Rent for the Expansion Space as so
determined.



          (d) If the final determination of Fixed Rent for the Expansion Space is
not made on or before the Expansion Space Commencement Date, then pending such
final determination, Tenant shall pay as Fixed Rent for the Expansion Space the
amount of Fixed Rent as set forth by Landlord in the Expansion Notice. If,
based on the final determination of such Fixed Rent, the payments made by
Tenant on account of Fixed Rent were (i) less than Fixed Rent as finally
determined, Tenant shall pay to Landlord the amount of such deficiency within
thirty (30) days after demand, or (ii) greater than Fixed Rent as finally
determined, Landlord shall refund the amount of such excess to Tenant within
thirty (30) days after demand.



          Section 31.6 If Landlord shall be prevented from delivering possession of
any portion of the Expansion Space to Tenant as provided in this Article 31 for
any reason, including the holding over or retention of possession of any tenant
or any other occupant, the validity of this Lease shall not be impaired
thereby, and Tenant shall take possession of the Expansion Space when, as and
if vacant possession of the Expansion Space is delivered to Tenant. In the
event of any holding over by any tenant, subtenant or occupant of the Expansion
Space beyond
the scheduled expiration date of such Person’s lease, sublease or other
occupancy agreement, regardless of the reason for such holding over, Landlord
will promptly take all commercially reasonable actions to obtain possession of
the Expansion Space, including commencing and prosecuting appropriate legal
proceedings against any such holdover tenant, subtenant or occupant. The
provisions of this Section 31.4 are intended to constitute “an express
provision to the contrary” within the meaning of Section 223 a of the New York
Real Property Law or any successor law or ordinance, and Tenant hereby waives
any right to rescind this Lease with respect to the Expansion Space, except as
set forth in the preceding sentence, and further waives the right to recover
any damages from Landlord on account of Landlord’s failure to deliver
possession of the Expansion Space to Tenant.



     Article 32. Security Deposit


          Section 32.1 Tenant has deposited with Landlord the sum of Four Million
Two Hundred Fifty-Six Thousand and 00/100 Dollars ($4,256,000.00) as security
for the full and faithful performance of all of the obligations of Tenant under
this Lease (all or any part of such amount, the “Security Deposit”), in the
form of the Letter of Credit as set forth in Section 32.2. If an Event of
Default shall occur under this Lease, Landlord may draw on the Letter of
Credit, and may use, apply or retain all or any part of the cash proceeds of
the Letter of Credit for the payment of any Fixed or Additional Rent or any
other sum in default or for the payment of any other amount that Landlord may
spend or become obligated to spend by reason of such Event of Default, or to
compensate Landlord for any other loss, cost or damage Landlord may suffer by



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reason of such Event of Default, to the extent permitted under this Lease and
applicable Laws. Tenant shall, within ten (10) days after notice from
Landlord, deposit with Landlord cash or a letter of credit in an amount
sufficient to restore the Security Deposit to the amount then required pursuant
to the terms of this Article 32. Tenant’s obligation to make such payment
shall be deemed a requirement that Tenant pay an item of Additional Rent, and
Tenant’s failure to do so shall be a breach of this Lease. Landlord shall
deposit any cash proceeds of the Letter of Credit in a standard
interest-bearing security deposit account in a bank located in New York State.
To the extent not prohibited by Law, Landlord shall be entitled to receive and
retain as an administrative expense in an amount equal to interest on such
proceeds at the rate of one percent (1%) per annum, which fee Landlord shall
have the right to withdraw, at any time and from time to time, as Landlord may
determine. So long as no Event of Default shall then be continuing, the
balance of the interest, if any, shall be paid to Tenant annually, or, at
Landlord’s option, credited against the next ensuing installments of Fixed Rent
due hereunder, within a reasonable time following the date upon which the
depository bank customarily makes interest payments. Landlord shall not be
required to credit Tenant with any interest for any period during which
Landlord does not receive interest on such funds. Tenant shall not assign or
encumber any part of the Security Deposit, and no assignment or encumbrance by
Tenant of all of any part of the Security Deposit shall be binding upon
Landlord, whether made prior to, during, or after the Term. Landlord shall not
be required to exhaust its remedies against Tenant or against the Security
Deposit before having recourse to any other form of security held by Landlord,
and recourse by Landlord to any Security Deposit shall not affect any remedies
of Landlord provided in this Lease or available to Landlord under applicable
Laws. So long as no Event of Default shall then have occurred and be
continuing, the Security Deposit or any balance thereof shall be returned to
Tenant within sixty (60) days after the expiration or sooner termination (other
than a
termination pursuant to Article 16) of the Term and Tenant’s surrender to
Landlord of the Premises.


          Section 32.2 Tenant shall deliver the Security Deposit to Landlord in the
form of a clean, irrevocable, non-documentary and unconditional letter of
credit (the “Letter of Credit”) issued by and drawn upon any commercial bank,
trust company, national banking association or savings and loan association
having offices for banking and drawing purposes in the City of New York and
which is a member of the New York Clearinghouse Association (the “Issuing
Bank”) and which (or the parent company of which) shall have outstanding
unsecured, uninsured and unguaranteed indebtedness, or shall have issued a
letter of credit or other credit facility that constitutes the primary security
for any outstanding indebtedness (which is otherwise uninsured and
unguaranteed), that is then rated, without regard to qualification of such
rating by symbols such as “+” or “-” or numerical notation, “Aa” or better by
Moody’s Investors Service and “AA” or better by Standard & Poor’s Corporation,
and has combined capital, surplus and undivided profits of not less than
$500,000,000.00. Landlord hereby approves JPMorgan Chase Bank as a qualified
Issuing Bank. The Letter of Credit shall have a term of not less than one
year, be in form and content satisfactory to Landlord (and substantially as
shown on Exhibit E to this Lease), be for the account of Landlord, be in the
amount of the Security Deposit then required to be deposited hereunder, and be
fully transferable by Landlord to successor owners of the Building without the
payment of any fees or charges by any party other than Tenant, provided that if
the Letter of Credit is transferred at the request of Landlord more than once
in any seven (7) year period, the transfer fees for each additional transfer
shall be paid by Landlord. The Letter of Credit shall provide that it shall be
deemed automatically renewed, without



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amendment, for consecutive periods of one
year each thereafter during the Term, unless the Issuing Bank sends notice (the
“Non-Renewal Notice”) to Landlord by certified mail, return receipt requested,
not less than thirty (30) days prior to the then expiration date of the Letter
of Credit that the Issuing Bank elects not to have such Letter of Credit
renewed. Additionally, the Letter of Credit shall provide that Landlord shall
have the right, exercisable at any time after Landlord’s receipt of the
Non-Renewal Notice, by sight draft on the Issuing Bank, to receive the monies
represented by the existing Letter of Credit and to hold such proceeds pursuant
to the terms of this Article 32 as a cash security deposit pending the
replacement Letter of Credit. If an Event of Default shall have occurred and
be continuing under any provision of this Lease, including the provisions
relating to the payment of Fixed Rent and Additional Rent, Landlord may apply
or retain the whole or any part of the cash security so deposited or may notify
the Issuing Bank and thereupon receive all the monies represented by the Letter
of Credit and use, apply, or retain the whole or any part of such proceeds as
provided in this Section 32.2. Any portion of the cash proceeds of the Letter
of Credit not so used or applied by Landlord in satisfaction of the obligations
of Tenant as to which such Event of Default shall have occurred shall be
deposited by Landlord and retained as a cash security deposit as provided in
Section 32.1. If Landlord applies or retains any part of the cash security or
proceeds of the Letter of Credit, as the case may be, Tenant shall, within ten
(10) days after written demand, deposit with Landlord the amount so applied or
retained so that Landlord shall have the full Security Deposit required
pursuant to Section 32.1 on hand at all times during the Term. So long as no
Event of Default shall then have occurred and be continuing, the Letter of
Credit shall be returned to Tenant within sixty (60) days after the Expiration
Date and after delivery of possession of the Premises to Landlord. In the
event of a sale or lease of Landlord’s interest in the Premises, within thirty
(30) days of notice of such sale or leasing, Tenant, at Tenant’s
expense, shall arrange for the transfer of the Letter of Credit to the new
landlord, as designated by Landlord, or have the Letter of Credit reissued in
the name of the new landlord, and Landlord shall thereupon be released by
Tenant from all liability for the return of the Letter of Credit; provided,
however, that if the Letter of Credit is reissued, Landlord shall return the
original Letter of Credit issued in Landlord’s name to Tenant.


          Section 32.3 Notwithstanding anything set forth in this Article 32 to the
contrary, and provided that no Material Default shall have occurred during the
immediately preceding twenty-four (24) month period, then after notice from
Tenant to Landlord (a “Reduction Notice”) given not less than thirty (30) days
prior to each of the following dates (the “Reduction Dates”), the Security
Deposit shall be reduced, on each Reduction Date, to the following amounts:




	 	 	 	 	 
	Reduction Date	 	Security Deposit
	
	 	

	January 1, 2011	 	 	
$3,192,000.00	 
	July 1,
2013       	 	 	
$2,128,000.00	 



          Section 32.3 No failure by Tenant to give Landlord a Reduction Notice
prior to any Reduction Date shall operate to waive or discharge Landlord’s
obligation to so reduce the Security Deposit, but such Reduction Date shall be
deemed delayed until fifteen (15) days after Tenant shall give the Reduction
Notice with respect to such Reduction Date. Further, if a 

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Material Default
shall have occurred within the twenty-four (24) month period immediately
preceding a Reduction Date, such Reduction Date, and Tenant’s rights to the
applicable reduction in the Security Deposit, shall be deferred until such time
as there shall have been no Material Default for a continuous period of
twenty-four (24) months, at which time (if ever), Tenant shall then be entitled
to give the applicable Reduction Notice. If for any reason Landlord is holding
the Security Deposit in cash on any Reduction Date, and not in the form of a
Letter of Credit pursuant to Section 32.2, Landlord shall refund to Tenant the
amount by which the Security Deposit is reduced pursuant hereto within fifteen
(15) days after each the later to occur of the applicable Reduction Date or the
giving of the applicable Reduction Notice. If Landlord is holding the Security
Deposit in the form of the Letter of Credit, then, provided that Tenant tenders
to Landlord a replacement Letter of Credit or an amendment thereof on or about
each Reduction Date in the appropriately reduced amount of the Security
Deposit, Landlord shall exchange the Letter of Credit then held by Landlord for
the Letter of Credit tendered by Tenant.


     Article 33. Termination Option


          Tenant shall have a one-time right to terminate this Lease (the
“Termination Option”), by notice to Landlord (the “Early Termination Notice”)
given no earlier than June 1, 2011 and no later than July 31, 2012, which
termination shall, subject to the provisions of this Article 33, be effective
on June 30, 2013 (the “Termination Date”), provided that (i) this Lease shall
be in full force and effect and no Material Default shall have occurred and be
continuing on the date of Tenant’s giving of the Early Termination Notice and
on the Termination Date, and (b) together with the Early Termination Notice,
Tenant shall pay to Landlord the sum of Three Million Five Hundred Thousand and
00/100 Dollars ($3,500,000.00) (the “Termination
Payment”). Time shall be of the essence as to the giving of the Early
Termination Notice by Tenant, and if Tenant fails to timely give the Early
Termination Notice, Tenant shall have no further rights under this Article 33
to exercise the Early Termination Option or otherwise to terminate this Lease
prior to the Expiration Date. In the event that Tenant shall timely give the
Termination Notice and shall otherwise comply with the conditions set forth in
this Article 33 to the exercise of the Termination Option, including the making
of the Termination Payment, this Lease and the Term shall expire and come to an
end on the Termination Date with the same effect as if such date were the
Expiration Date, and Tenant shall remain liable to pay all Fixed Rent and
Additional Rent due and payable, and to perform any and all other obligations
of Tenant accruing under this Lease on or prior to the Termination Date. On
the Termination Date termination, Tenant shall vacate and deliver possession of
the Premises to Landlord as provided in Article 20.



     Article 34. Miscellaneous


          Section 34.1 (a) The obligations of Landlord under this Lease accruing
after a sale, conveyance or transfer of the Real Property shall not be binding
upon Landlord named herein after the sale, conveyance, assignment or transfer
by such Landlord (or upon any subsequent landlord after the sale, conveyance,
assignment or transfer by such subsequent landlord) of its interest in the
Building or the Real Property, as the case may be, and in the event of any such
sale, conveyance, assignment or transfer, Landlord shall be and hereby is
entirely freed and relieved of all covenants and obligations of Landlord
hereunder accruing thereafter, and the transferee of Landlord’s interest in the
Building or the Real Property, as the case may be,



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shall be deemed to have
assumed all obligations under this Lease. Prior to any such sale, conveyance,
assignment or transfer, the liability of Landlord for Landlord’s obligations
under this Lease shall be limited to Landlord’s interest in the Real Property
(including rents, insurance, sale and condemnation proceeds prior to their
distribution or application by Landlord) and Tenant shall not look to any other
property or assets of Landlord or the property or assets of any of the
Exculpated Parties (defined below) in seeking either to enforce Landlord’s
obligations under this Lease or to satisfy a judgment for Landlord’s failure to
perform such obligations.


          (b) Notwithstanding anything set forth in this Lease to the contrary,
Tenant shall look solely to Landlord to enforce Landlord’s obligations
hereunder and no partner, member, shareholder, director, officer, principal,
employee or agent, directly or indirectly, of Landlord (collectively, the
“Landlord Exculpated Parties”) shall be personally liable for the performance
of Landlord’s obligations under this Lease. Tenant shall not seek any damages
against any of the Landlord Exculpated Parties. In no event shall Landlord be
liable for, and Tenant, on behalf of itself and all Tenant Parties, hereby
waives any claim for, any indirect, consequential or punitive damages,
including loss of profits or business opportunity, arising under or in
connection with this Lease.



          (c) Notwithstanding anything set forth in this Lease to the contrary,
Landlord shall look solely to Tenant to enforce Tenant’s obligations hereunder
and no partner, member, shareholder, director, officer, principal, employee or
agent, directly or indirectly, of Tenant (collectively, the “Tenant Exculpated
Parties”) shall be personally liable for the performance of Tenant’s
obligations under this Lease. Landlord shall not seek any damages against any
of the Tenant Exculpated Parties. In no event shall Tenant be liable for, and
Landlord, on behalf of
itself and all Landlord Parties, hereby waives any claim for, any
indirect, consequential or punitive damages, including loss of profits or
business opportunity, arising under or in connection with this Lease.



          Section 34.2 Wherever in this Lease Landlord’s consent or approval is
required, if Landlord shall refuse such consent or approval, Tenant in no event
shall be entitled to make, nor shall Tenant make, any claim, and Tenant hereby
waives any claim, for money damages (nor shall Tenant claim any money damages
by way of set-off, counterclaim or defense) based upon any claim or assertion
by Tenant that Landlord unreasonably withheld or unreasonably delayed its
consent or approval. Tenant’s sole remedy shall be an action or proceeding to
enforce any such provision, for specific performance, injunction or declaratory
judgment; provided, however, if Landlord is determined to have acted
unreasonably, Landlord shall reimburse Tenant for all of its costs and expenses
and legal fees with respect to any action commenced against Landlord.



          Section 34.3 (a) Landlord will, at the request of Tenant, maintain
listings on the directory in the Building lobby of the names of Tenant and any
officers or employees of Tenant, for so long as Landlord maintains a Building
lobby directory, provided that the number of listings shall be in the same
proportion to the capacity of the Building directory as the Premises Area bears
to the Rentable Square Foot area of the Building. Tenant shall deliver to
Landlord, on or prior to the Commencement Date, a list of all names to be
included in the directory. Tenant may deliver revised listings to Landlord,
but in no event shall Landlord be obligated to revise the Building directory
more often than once a month. There shall be no charge to Tenant for its



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initial listings on the Building directory, but Tenant shall pay $35.00 for
each revised listing requested by Tenant.


          (b) Tenant shall have the right to install identifying signage in the
tenth (10th) floor passenger elevator lobby on the Eighth Avenue side of the
Building, of dimensions, materials, design and appearance subject to Landlord’s
written approval, which shall not be unreasonably withheld.



          Section 34.4 (a) This Lease may not be changed, modified, terminated or
discharged, in whole or in part, except by a writing, executed by the party
against whom enforcement of the change, modification, termination or discharge
is to be sought.



          (b) This Lease shall be governed in all respects by the laws of the State
of New York applicable to agreements executed in and to be performed wholly
within the State.



          (c) If any term, covenant, condition or provision of this Lease, or the
application thereof to any person or circumstance, shall ever be held to be
invalid or unenforceable, then in each such event the remainder of this Lease
or the application of such term, covenant, condition or provision to any other
person or any other circumstance (other than those as to which it shall be
invalid or unenforceable) shall not be thereby affected, and each term,
covenant, condition and provision hereof shall remain valid and enforceable to
the fullest extent permitted by law.



          (d) If at the commencement of, or at any time or times during the Term,
the Fixed Rent and Additional Rent reserved in this Lease shall not be fully
collectible by reason of any Law, Tenant shall enter into such agreements and
take such other steps (without additional expense to Tenant) as Landlord may
request and as may be legally permissible to permit Landlord to collect the
maximum rents which may from time to time during the continuance of such legal
rent restriction be legally permissible (and not in excess of the amounts
reserved therefor under this Lease). Upon the termination of such legal rent
restriction prior to the expiration of the Term, (i) Fixed Rent and Additional
Rent shall become and thereafter be payable hereunder in accordance with the
amounts reserved in this Lease for the periods following such termination, and
(ii) Tenant shall pay to Landlord, if legally permissible, an amount equal to
(A) the items of Fixed Rent and Additional Rent which would have been paid
pursuant to this Lease but for such legal rent restriction less (B) the rents
paid by Tenant to Landlord during the period or periods such legal rent
restriction was in effect.



          (e) The covenants, conditions and agreements contained in this Lease shall
bind and inure to the benefit of Landlord and Tenant and their respective legal
representatives, successors, and, except as otherwise provided in this Lease,
their assigns.



          Section 34.5 Except as expressly provided to the contrary in this Lease,
Tenant agrees that all disputes arising, directly or indirectly, out of or
relating to this Lease, and all actions to enforce this Lease, shall be dealt
with and adjudicated in the state courts of New York or the Federal courts
sitting in New York City; and for that purpose hereby expressly and irrevocably
submits itself to the jurisdiction of such courts. Tenant hereby irrevocably
appoints



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the Secretary of the State of New York as its authorized agent upon
which process may be served in any such action or proceeding.


          Section 34.6 Tenant hereby irrevocably waives, with respect to itself and
its property, any diplomatic or sovereign immunity of any kind or nature, and
any immunity from the jurisdiction of any court or from any legal process, to
which Tenant may be entitled, and agrees not to assert any claims of any such
immunities in any action brought by Landlord under or in connection with this
Lease. Tenant acknowledges that the making of such waivers, and Landlord’s
reliance on the enforceability thereof, is a material inducement to Landlord to
enter into this Lease.



          In
Witness Whereof, Landlord and Tenant have respectively executed this
Lease as of the day and year first above written.




	 	 	 	 	 
	Landlord:	 	111 Chelsea LLC,
	 	 	 	 	 
	 	 	
By:
	 	Taconic Chelsea Holdings LLC, managing member
	 	 	 	 	 
	 	 	 	 	By:     Taconic SL Principals LLC, managing member




	 	 	 	 
	 	By:	 	
/s/ Paul Pariser
	 	 	


	 	 	
Paul E. Pariser, Principal




	 	 	 	 	 
	Tenant:	 	DoubleClick Inc.
	 	 	 	 	 
	 	 	
By:
	 	   /s/ Bruce Dalziel
	 	 	 	

	 	 	 	 	Name:   Bruce Dalziel
	 	 	 	 	Title:     Chief Financial Officer



Tenant’s Federal Tax Identification Number:  13-3870996




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