ex101.htm


    
      Exhibit
10.1

       

      


       

      


       

       

      NATIONAL FINANCIAL
PARTNERS CORP.,

       

      as Landlord

       

      TO

       

      RBC
MADISON AVENUE LLC,

       

      as Tenant

       

      ____________________________________

       

      Sublease

       

      _____________________________________

      


       

          Premises:                                Entire
19th
Floor

      340 Madison
Avenue

      New York, New
York

      


      ______________________________________

       

      Dated
as of November 20, 2009

      




      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	 
      	
                TABLE
      OF CONTENTS

              	 
      
	 
      	 
      	
                Page

              
	 
      	 
      	 
      
	
                ARTICLE
      1.  PREMISES; TERM; USE; CONDITION; DEFINED
TERMS

              	
                1

              
	 
      	 
      	 
      
	 
      	
                1.01.  Demise

              	
                1

              
	 
      	
                1.02.  Term

              	
                1

              
	 
      	
                1.03.  Inability
      to Deliver

              	
                2

              
	 
      	
                1.04.  Use

              	
                2

              
	 
      	
                1.05.  Condition

              	
                3

              
	 
      	
                1.06.  Access
      Prior to Commencement Date

              	
                3

              
	 
      	
                1.07.  Defined
      Terms

              	
                3

              
	 
      	 
      	 
      
	
                ARTICLE
      2.  RENT

              	
                3

              
	 
      	 
      	 
      
	 
      	
                2.01.  Rent
      and Additional Charges

              	
                3

              
	 
      	
                2.02.  Fixed
      Rent

              	
                4

              
	 
      	
                2.03.  Tax
      Payments

              	
                5

              
	 
      	
                2.04.  Operating
      Payments

              	
                7

              
	 
      	
                2.05.  Tax
      and Operating Provisions

              	
                9

              
	 
      	
                2.06.  Electric
      Charges

              	
                10

              
	 
      	
                2.07.  Manner
      of Payment

              	
                11

              
	 
      	 
      	 
      
	
                ARTICLE
      3.  PERFORMANCE OF PRIME LANDLORD’S OBLIGATIONS

              	
                11

              
	 
      	 
      	 
      
	
                ARTICLE
      4.  ALTERATIONS; TENANT COVENANTS

              	
                13

              
	 
      	 
      	 
      
	 
      	
                4.01.  Alterations

              	
                13

              
	 
      	
                4.02.  Landlord’s
      and Tenant’s Property

              	
                15

              
	 
      	
                4.03.  Right
      to Perform Tenant Covenants

              	
                17

              
	 
      	
                4.04.  Tenant’s
      Initial Work

              	
                17

              
	 
      	
                4.05.  

              	
                18

              
	 
      	 
      	 
      
	
                ARTICLE
      5.  ASSIGNMENT AND SUBLETTING

              	
                18

              
	 
      	
                5.01.

              	
                18

              
	 
      	
                5.02.

              	
                19

              
	 
      	
                5.03.

              	
                20

              
	 
      	
                5.05.

              	
                20

              
	 
      	
                5.06.

              	
                21

              
	 
      	
                5.07.  Assignment
      and Sublease Profits

              	
                22

              
	
                ARTICLE
      6.  SUBORDINATION; DEFAULT; INDEMNITY

              	
                23

              
	 
      	 
      	 
      
	 
      	
                6.01.  Subordination

              	
                23

              
	 
      	
                6.02.  Estoppel
      Certificate

              	
                24

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                6.03.  Default

              	
                25

              
	 
      	
                6.04.  Re-entry
      by Landlord

              	
                26

              
	 
      	
                6.05.  Damages

              	
                26

              
	 
      	
                6.06.  Other
      Remedies

              	
                27

              
	 
      	
                6.07.  Right
      to Injunction

              	
                27

              
	 
      	
                6.08.  Certain
      Waivers

              	
                28

              
	 
      	
                6.09.  No
      Waiver

              	
                28

              
	 
      	
                6.10.  Holding
      Over

              	
                28

              
	 
      	
                6.11.  Attorneys’
      Fees

              	
                29

              
	 
      	
                6.12.  Nonliability
      and Indemnification

              	
                29

              
	 
      	 
      	 
      
	
                ARTICLE
      7.  INSURANCE; CASUALTY; CONDEMNATION

              	
                31

              
	 
      	 
      	 
      
	 
      	
                7.01.  Compliance
      with Insurance Standards

              	
                31

              
	 
      	
                7.02.  Tenant’s
      Insurance

              	
                31

              
	 
      	
                7.03.  Subrogation
      Waiver

              	
                32

              
	 
      	
                7.04.  Casualty

              	
                33

              
	 
      	 
      	 
      
	
                ARTICLE
      8.  LANDLORD’S WORK

              	
                35

              
	 
      	 
      	 
      
	 
      	
                8.01.  Landlord’s
      Work

              	
                35

              
	 
      	
                8.02.  Tenant
      Delay

              	
                35

              
	 
      	
                8.03.

              	
                35

              
	
                ARTICLE
      9.  MISCELLANEOUS PROVISIONS

              	
                36

              
	 
      	 
      	 
      
	 
      	
                9.01.  Notice

              	
                36

              
	 
      	
                9.02.  Severability

              	
                36

              
	 
      	
                9.03.  Certain
      Definitions

              	
                36

              
	 
      	
                9.04.  Quiet
      Enjoyment

              	
                37

              
	 
      	
                9.05.  Limitation
      of Landlord’s Personal Liability

              	
                37

              
	 
      	
                9.06.  Counterclaims

              	
                37

              
	 
      	
                9.07.  Survival

              	
                37

              
	 
      	
                9.08.  Certain
      Remedies

              	
                37

              
	 
      	
                9.09.  No
      Offer

              	
                38

              
	 
      	
                9.10.  Captions;
      Construction

              	
                38

              
	 
      	
                9.11.  Amendments

              	
                38

              
	 
      	
                9.12.  Broker

              	
                38

              
	 
      	
                9.13.  Merger

              	
                39

              
	 
      	
                9.14.  Successors

              	
                39

              
	 
      	
                9.15.  Applicable
      Law

              	
                39

              
	 
      	
                9.16.  No
      Development Rights

              	
                39

              
	 
      	
                9.17.  Signage

              	
                39

              
	 
      	
                9.18.  Guaranty

              	
                40

              
	 
      	
                9.19.  FF&E

              	
                40

              
	 
      	
                9.20.  Provisions
      Regarding The Prime Lease

              	
                41

              
	 
      	
                9.21.  Landlord’s
      Right To Use Board Room

              	
                43

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                9.22.  Landlord’s
      Options To Terminate

              	
                44

              
	 
      	
                9.23.  Confidentiality

              	
                47

              
	 
      	
                9.24.  Additional
      Abatement..

              	
                47

              
	 
      	 
      	 
      
	
                ARTICLE
      10.  ARBITRATION OF FAIR MARKET RENT

              	
                48

              
	 
      	 
      	 
      
	 
      	
                10.01.

              	
                48

              
	 
      	 
      	 
      
	
                ARTICLE
      11.  TEMPORARY LICENSE AGREEMENT

              	
                48

              
	 
      	 
      	 
      
	 
      	
                11.01.

              	
                48

              
	 
      	 
      	 
      
	
                ARTICLE
      12.  PRIME LANDLORD’S CONSENT

              	
                49

              
	 
      	 
      	 
      
	 
      	
                12.01.  Landlord’s
      Consent

              	
                49

              


      

      


      


      EXHIBITS

      EXHIBIT
A                      Landlord’s
Work

      EXHIBIT
A-1                                Plans
and Specifications for Landlord’s Work

      EXHIBIT
B                      FF&E

      EXHIBIT
C                      Board
Room

      EXHIBIT
D                      Temporary
License Agreement

      EXHIBIT
E                      Tenant’s
Initial Work

      EXHIBIT
F                      Tenant’s
Insurance Certificate

      EXHIBIT
G                      Form
of Prime Landlord’s Consent

      EXHIBIT
H                      Insurance
for Landlord’s Leasehold Improvements and the FF&E

      
 

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    LEASE
(herein called “this
Lease”), dated as of November 20, 2009, between NATIONAL FINANCIAL
PARTNERS CORP. (“Landlord”),
a Delaware corporation, whose address is 340 Madison Avenue, New York, New York
10173, and RBC MADISON AVENUE LLC  (“Tenant”),
a New York limited liability company, whose address is 3 Harbor Road, Second
Floor, Cold Spring Harbor, New York 11724, Attention:  Mr. David
Nadler.

     

    W
I T N E S S E T H:

     

    WHEREAS, Landlord is the
tenant under that certain Lease dated as of September 4, 2007, between Broadway
340 Madison Operator LLC, as Landlord, and National Financial Partners Corp., as
Tenant, which Lease was modified by First Amendment of Lease dated as of
December 11, 2007 (said Lease as so amended, and as the same may hereafter be
further modified or amended from time to time, herein called the “Prime
Lease”); pursuant to the Prime Lease, Landlord, as the tenant under
the  Prime Lease, is leasing the entire rentable area of the 19th,
20th and 21st floors of the Building located at and commonly known as 340
Madison Avenue, New York, New York, for a term presently expiring on August 31,
2023, and such premises so leased by Landlord pursuant to the Prime Lease are
herein referred to as the “Prime
Lease Premises”;

     

    WHEREAS, the party that is
from time to time the landlord under the Prime Lease is herein referred to as
the “Prime
Landlord”; and

     

    WHEREAS, Landlord desires
to sublease to Tenant, and Tenant desires to sublease from Landlord, all of the
rentable area of the 19th floor of the Building which is leased to Landlord
pursuant to the Prime Lease and which is referred to therein as the “19th Floor
Premises” and more particularly described therein (the 19th Floor Premises, as
described in the Prime Lease, is herein referred to as the “Premises”).

     

    NOW,
THEREFORE, Landlord and Tenant agree as follows:

     

    ARTICLE
1.

     

    PREMISES;
TERM; USE; CONDITION; DEFINED TERMS

     

    1.01. Demise.  Landlord
hereby leases the Premises to Tenant and Tenant hereby hires the same from
Landlord, subject to the terms and conditions of this Lease.  In
addition, Tenant shall have, as appurtenant to the Premises, the non-exclusive
right to use in common with others, subject to the Building Rules and
Regulations and the other applicable provisions of this Lease and
the  Prime Lease, the public areas of the Building, including, without
limitation, the common lobbies, corridors, stairways, elevators and loading
docks of the Building for their intended uses, but only to the extent that
Landlord has such right to use such areas pursuant to the provisions of the
Prime Lease.  Landlord and Tenant acknowledge and agree that the
Premises shall conclusively be deemed to contain 36,250 rentable square feet
(“RSF”)
as of the date of this Lease, but the foregoing shall not be construed as a
representation by Landlord as to the actual size of the Premises.

     

    1.02. Term.  The
term of this Lease (the “Term”)
shall commence on the Commencement Date (as hereinafter defined)  and
shall end at 11:59 p.m. on August 14, 2023 (the “Expiration
Date”) unless sooner terminated as herein provided.  For
purposes of this Lease, the “Commencement
Date” means the earlier to occur of the following:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (a) the date which is the
later of (1) December 31, 2009 or (2)  the date which is five (5)
Business Days after the following clauses (i) and (ii) shall have been
satisfied: (i) the Prime Landlord’s Consent (as hereinafter defined) shall have
been obtained and Landlord shall have tendered to Tenant vacant possession of
the Premises with Landlord’s Work (as hereinafter defined) substantially
completed, and (ii) Landlord shall have given Tenant notice of the satisfaction
of the preceding clause (i); or

     

    (b) the date on which Tenant
takes occupancy of the Premises other than taking occupancy for any of the
purposes permitted under Section
1.06 hereof or pursuant to and as permitted by the Temporary License
Agreement (as hereinafter defined) of the space licensed thereunder (but except
as permitted under the Temporary License Agreement and Section
1.06 hereof, Tenant shall have no right, without Landlord’s express prior
written consent, to take possession of the Premises prior to Landlord’s giving
notice to Tenant of the satisfaction of the conditions set forth in clause
(a)(i) above in this Section).

     

    Nothing contained in this
Lease shall obligate Tenant to take possession of the Premises prior to December
31, 2009, and nothing contained in this Lease shall result in the Commencement
Date being prior to December 31, 2009, unless Tenant takes occupancy of the
Premises (other than taking occupancy pursuant to the Temporary License
Agreement of the space licensed thereunder or for any of the purposes permitted
under Section
1.06 hereof) prior to such date, (but Tenant’s right to take occupancy
shall be limited as set forth in clause (b) above in this Section.

     

    Landlord’s Work shall be
deemed to have been substantially completed on the date on which Landlord’s Work
has been substantially completed, other than (a) Punch-List Items and
(b) any part of Landlord’s Work that is not completed due solely to Tenant
Delay.  Landlord shall complete said Punch-List Items in accordance
with Section
8.01.

     

    1.03. Inability
to Deliver.  If for any reason, Landlord shall be unable to
deliver possession of the Premises to Tenant on any date specified in this Lease
for such delivery, Landlord shall have no liability to Tenant therefor, Tenant
shall have no right or remedy against Landlord, and the validity of this Lease
shall not be impaired, nor shall the Term be extended, by reason thereof, but
the rental obligations of Tenant shall be postponed until Landlord shall be able
to so deliver possession of the Premises and shall have again given Tenant at
least five (5) Business Days prior notice of the Commencement Date.

     

    1.04. Use.  The
Premises shall be used and occupied by Tenant solely (i) as general, executive
and administrative offices and such other lawful uses that are incidental
thereto and are in keeping with the character, reputation and appearance of a
first-class office building, (ii) for the licensing of space in the Premises and
the sale and/or providing of office-suite related services to one or more
customers of Tenant for their use as offices in connection with the ordinary
course of operation of Tenant’s business as an office suites operator and in
keeping with the character, reputation and appearance of a first-class office
building, and for no other purpose; provided,
however,
that in no event shall the Premises be used for any use or purpose prohibited
by, or which would cause a violation of or default under, any of the provisions
of the Prime Lease.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    1.05. Condition.  Tenant
has inspected the Premises and agrees (i) to accept possession of the Premises
in its “as is” condition existing on the date of this Lease, subject to (x)
reasonable wear and tear and natural deterioration occurring after the date of
this Lease and (y) the performance of Landlord’s Work (as hereinafter defined),
(ii) that neither Landlord nor Landlord’s agents have made any representations
or warranties with respect to the Premises, the Prime Lease or the Building
except as expressly set forth herein, and (iii) except for Landlord’s Work (as
hereinafter defined), Landlord has no obligation to perform any work, supply any
materials, incur any expense or make any alterations or improvements to the
Premises to prepare the Premises for Tenant’s occupancy, subject to any
obligations that Landlord may have under Article 8 of this Lease after the
Commencement Date to perform Punch-List Items or make other
repairs.  Tenant’s occupancy of any part of the Premises shall be
presumptive evidence, as against Tenant, that (A) Landlord has substantially
completed Landlord’s Work, and (B) Tenant has accepted possession of the
Premises in their then current condition, except for any Punch-List Items and
other repairs which Landlord is required to perform in accordance with the
provisions of Article 8 hereof.

     

    1.06. Access
Prior to Commencement Date.  Prior to the Commencement Date but
after the Prime Landlord’s Consent shall have been fully-executed and delivered
and become effective, Tenant, its agents, employees and consultants may, upon
reasonable prior notice to Landlord, enter upon the Premises for the purpose of
making inspections of the Premises, taking measurements thereof and performing
Tenant’s Initial Work (as hereinafter defined), provided that (i) in connection
with Tenant’s Initial Work, Landlord may require Tenant to hire and use (at
Tenant’s expense) the architect and/or contractor(s) that Landlord used or is
using for Landlord’s Work, (ii) Landlord shall have the right to prohibit any
such entry, activities or work that Landlord, in good faith, determines is
interfering or will interfere with any of Landlord’s business or activities in
the Premises, including, without limitation, the performance of Landlord’s Work,
and (ii) any such entry or activities shall be subject to reasonable regulation
by Landlord.

     

    1.07. Defined
Terms.  All capitalized terms used in this Lease and not
specifically defined in this Lease shall have the respective meanings assigned
to those terms in the Prime Lease.

     

    ARTICLE
2.

     

    RENT

     

    2.01. Rent
and Additional Charges.  (a) “Additional
Charges” means Tax Payments, Operating Payments, Electric Charge and all
other sums of money, other than Fixed Rent, at any time payable by Tenant under
this Lease, all of which Additional Charges shall be deemed to be
rent.

     

    (b) “Premises
RSF” means the entire RSF (as defined in the Prime Lease) of the Premises
which is agreed to be 36,250.

     

    (c) “Rent”
shall mean Fixed Rent and Additional Charges.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    2.02. Fixed
Rent.  (a) The fixed rent (“Fixed
Rent”) shall be as follows:

     

    (i) for the period commencing
on the Commencement Date (subject to Section
2.02(b) hereof) and ending on the day immediately preceding the fifth
(5th) anniversary of the Commencement Date, at the annual rate of One Million
Four Hundred Ninety-Four Thousand Seven Hundred Fifty and 00/100 Dollars
($1,494,750.00), payable in equal monthly installments of
$124,562.50;

     

    (ii) for the period commencing
on the fifth (5th) anniversary of the Commencement Date and ending on the day
immediately preceding the tenth (10th) anniversary of the Commencement Date, at
the annual rate of One Million Six Hundred Seventy-Six Thousand and 00/100
Dollars ($1,676,000.00), payable in equal monthly installments of $139,666.67;
and

     

    (iii) for the period commencing
on the tenth (10th) anniversary of the Commencement Date and ending on the
Expiration Date, at the annual rate of One Million Eight Hundred Fifty-Seven
Thousand Two Hundred Fifty and 00/100 Dollars ($1,857,250.00), payable in equal
monthly installments of $154,770.84.

     

    Fixed
Rent shall be payable by Tenant in equal monthly installments in advance on the
Commencement Date (subject to Section 2.02(b)
hereof) and on the first day of each calendar month thereafter; provided,
that Tenant shall pay, upon the execution and delivery of this Lease by Tenant,
the first full monthly installment of Fixed Rent (the “Initial
FR Payment”).  If the Start Date (as hereinafter defined) is
the first day of a month, then the Initial FR Payment shall be credited toward
such month’s required Fixed Rent payment.  If the Start Date is not
the first day of a month, then on the Rent Commencement Date, Tenant shall pay a
prorated portion of the Fixed Rent for the period from the Start Date through
the last day of such month, and the Initial FR Payment shall be credited toward
the first Fixed Rent thereafter becoming due.

     

    (b) Notwithstanding anything
to the contrary contained in this Lease, provided that no monetary or material
non-monetary Event of Default (as hereinafter defined) is continuing, Tenant
shall be entitled to an abatement of (i) one hundred percent (100%) of the Fixed
Rent payable for the period from the Commencement Date to and including the day
immediately preceding the date occurring in the third (3rd) month after the
Commencement Date which is the same numerical date in the month as the
Commencement Date, except that if no same numerical date shall exist in such
third (3rd) month, the last day of such third (3rd) month, and (ii) fifty
percent (50%) of the Fixed Rent payable for the period commencing on the date
(“Start
Date”) which is the day immediately following the last day of the
abatement period referred to in the preceding clause (i) to and including the
day immediately preceding the date occurring in the ninth (9th) month after the
Commencement Date, which is the same numerical date in the month as the
Commencement date, except that if no same numerical date shall exist in such
ninth (9th) month, the last day of such ninth (9th)
month.  Notwithstanding anything herein contained to the contrary, in
the event that this Lease shall terminate by reason of an Event of Default
occurring prior to the Expiration Date, then a sum equal to the Unamortized
Fraction (as hereinafter defined) of all of the Fixed Rent that shall have been
abated and not paid by Tenant pursuant to the foregoing provisions of this Section
2.02(b) shall immediately become due and payable by Tenant to
Landlord.  The term “Unamortized
Fraction” as used herein, means a fraction, the numerator of which is the
number of days in the period from and including the date of the occurrence of
such Event of Default to and including the Expiration Date, and the denominator
of which is the number of days in the Term of this Lease.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    2.03. Tax
Payments.  (a) “Base
Tax Amount” means the Taxes (excluding any BID Taxes) for the Tax Year
commencing on July 1, 2010 and ending on June 30, 2011 (the “Base
Tax Year”).  “BID
Taxes”  means any taxes, assessments or charges imposed upon or
against the Project, Landlord or the owner of the Project solely with respect to
any business improvement district.

     

    (b) “Taxes”
shall have the meaning provided for such term in the Prime Lease.

     

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

     

    (d) “Tenant’s
Tax Share” means 4.90%, which has been computed on the basis of a
fraction, the numerator of which is the agreed RSF contained in the Premises as
set forth below and the denominator of which is the agreed RSF contained in the
Building as set forth below.  The parties agree that the rentable
square foot area of the Premises for purposes of computing Tenant’s Tax Share
shall be deemed to be 36,250 RSF and that the agreed rentable square foot area
of the Building for purposes of computing Tenant’s Tax Share shall be deemed to
be 739,553 RSF.

     

    (e) (i)   If
Taxes for any Tax Year occurring after the Base Tax Year, shall exceed the Base
Tax Amount, commencing on July 1. 2011, Tenant shall pay to Landlord (each, a
“Tax
Payment”) Tenant’s Tax Share of the amount by which Taxes for such Tax
Year are greater than the Base Tax Amount.  The Tax Payment for each
Tax Year shall be due and payable in installments in the same manner that Taxes
for such Tax Year are due and payable by the Prime Landlord, whether to the City
of New York, to a Superior Lessor, Superior Mortgagee or
otherwise.  Tenant shall pay Tenant’s Tax Share of each such
installment within thirty (30) days after the rendering of a statement therefor
by Landlord to Tenant (each, a “Tax
Statement”), which statement may be rendered so as to require Tenant’s
Tax Share of Taxes to be paid by Tenant thirty (30) days prior to the date such
Taxes first become due.  The statement to be rendered by Landlord
shall set forth the computation of the Tax Payment, and any necessary adjustment
to Tax Payments previously paid shall be made as provided in Section
2.03(f) below.  If there shall be any increase in the Taxes for
any Tax Year, whether during or after such Tax Year, or if there shall be any
decrease in the Taxes for any Tax Year, the Tax Payment for such Tax Year shall
be appropriately adjusted and paid or refunded, as the case may be, in
accordance herewith.  In no event, however, shall Taxes be reduced
below the Base Tax Amount.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    (ii) If and to the extent that
pursuant to the Prime Lease, the Prime Landlord requires the tenant thereunder
to pay Tenant’s Tax Payments (as defined in the  Prime Lease) in
monthly installments, then Landlord shall have the right, at any time, to
require that Tenant’s Tax Payments be paid by Tenant in monthly
installments.  If Landlord exercises such right, then the following
provisions of this clause
(ii) shall govern (in lieu of clause
(i) above):  “If Taxes for any Tax Year, including the Tax Year
in which the Commencement Date occurs, shall exceed the Base Tax Amount,
commencing on July 1, 2011, Tenant shall pay to Landlord (each, a “Tax
Payment”) Tenant’s Tax Share of the amount by which Taxes for such Tax
Year are greater than the Base Tax Amount.  Landlord shall endeavor to
furnish to Tenant, no later than thirty (30) days prior to the commencement of
each Tax Year, a statement setting forth the computation of Landlord’s estimate
of the Tax Payment for such Tax Year (each, a “Tax
Statement”), which computation shall be based upon the tax bills rendered
by the applicable taxing authority; provided,
that if such tax bills are not available, such computation shall be based upon
the tax bills for the previous Tax Year and Prime Landlord’s reasonable good
faith estimate of any increase thereto.  Promptly after Landlord’s
receipt of the actual tax bill and Prime Landlord’s revised statement of the
computation of the Tax Payment (as defined in the Prime Lease) owing by Landlord
under the Prime Lease, Landlord will furnish to Tenant a revised statement,
together with a copy of the tax bill, setting forth the computation of the Tax
Payment, and any necessary adjustment to Tax Payments previously paid by Tenant
shall be made as provided in Section
2.03(f) below.  Tenant shall pay to Landlord on the first day
of each month during such Tax Year, an amount equal to 1/12th of Landlord’s
reasonable good faith estimate of the Tax Payment for such Tax Year, based on
Prime Landlord’s estimate of the Taxes for such Tax Year.  If Landlord
shall not furnish any such estimate for a Tax Year or if Landlord shall furnish
any such estimate for a Tax Year subsequent to the commence­ment thereof,
then (i) until the first day of the month following the month in which such
estimate is furnished to Tenant, Tenant shall pay to Landlord on the first day
of each month an amount equal to the monthly sum payable by Tenant to Landlord
under this Section
2.03(e) in respect of the last month of the preceding Tax Year; (ii)
after such estimate is furnished to Tenant, Landlord shall notify Tenant whether
the installments of the Tax Payment previously made for such Tax Year were
greater or less than the installments of the Tax Payment to be made in
accordance with such estimate, and (x) if there is a deficiency, Tenant shall
pay the amount thereof within twenty (20) days after demand therefor, or (y) if
there is an overpayment, Landlord shall credit the amount thereof against the
next succeeding installments of the Tax Payment; and (iii) on the first day of
the month following the month in which such estimate is furnished to Tenant and
monthly thereafter throughout such Tax Year, on the first day of each month,
Tenant shall pay to Landlord an amount equal to 1/12th of the Tax Payment shown
on such estimate.  Landlord may, during each Tax Year, furnish to
Tenant a revised statement of Landlord’s estimate of the Tax Payment for such
Tax Year, and in such case, the Tax Payment for such Tax Year shall be adjusted
and paid or credited as the case may be, substantially in the same manner as
provided in the preceding sentence.”

     

    (iii) After the end of each Tax
Year Landlord shall furnish to Tenant a statement of Tenant’s Tax Payment for
such Tax Year (and shall endeavor to do so within two hundred ten (210) days
after the end of each Tax Year).  If such statement shall show that
the sums paid by Tenant, if any, under this Section
2.03(e) exceeded the Tax Payment to be paid by Tenant for the applicable
Tax Year, Landlord shall credit the amount thereof against the next succeeding
installments of Rent, provided that if the overcharge amount exceeds five
percent (5%) of the Tax Payment for the relevant Tax Year, Landlord shall pay
interest on the amount of the overcharge at the Prime Rate (as defined in the
Prime Lease) from the date that the final Tax Statement with respect to the
applicable Tax Payment was delivered to Tenant until the date that Landlord
reimburses Tenant for such overcharge or credits the amount of the overcharge
against the next due installments of Rent; provided,
however,
that Landlord shall be required to pay Tenant such interest on such overcharge
only if and to the extent that the Prime Landlord pays such interest on such
overcharge to Landlord unless Landlord has paid the correct amount to the Prime
Landlord and Tenant has overpaid Tenant’s Tax Payment.  If such
statement shall show that the sums so paid by Tenant were less than the Tax
Payment to be paid by Tenant for such Tax Year, Tenant shall pay the amount of
such deficiency within twenty (20) days after demand therefor.  If
there shall be any increase in the Taxes for any Tax Year, whether during or
after such Tax Year, or if there shall be any decrease in the Taxes for any Tax
Year, the Tax Payment for such Tax Year shall be appropriately adjusted and paid
or credited, as the case may be, in accordance herewith.  In no event,
however, shall Taxes be reduced below the Base Tax Amount.

     

    
      
        
        

      

      
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    (f) If Landlord shall receive
a refund from the Prime Landlord of Tax Payments (as defined in the Prime Lease)
made by Landlord to the Prime Landlord pursuant to the Prime Lease for any Tax
Year for which Tenant shall have made any Tax Payment to Landlord, Landlord
shall credit against the next succeeding installments of the Rent Tenant’s
equitable share of the net refund as reasonably computed by Landlord (after
deducting from such refund Landlord’s reasonable out-of-pocket costs and
expenses of obtaining the same, including, without limitation, appraisal,
accounting, administrative and legal fees and disbursements); provided,
that the amount of such credit to Tenant shall in no event exceed Tenant’s Tax
Payment paid for such Tax Year.

     

    (g) If the Taxes comprising
the Base Tax Amount are reduced as a result of an appropriate proceeding or
other­wise, the Taxes as so reduced shall for all purposes be deemed to be
the Base Tax Amount and Landlord shall notify Tenant of the amount by which the
Tax Payments previously made were less than the Tax Payments required to be made
under this Section
2.03, and Tenant shall pay the deficiency within twenty (20) days after
demand therefor.  Landlord shall have no obligation and Tenant shall
have no right to institute or cause or require the Prime Landlord or any other
party to institute any proceedings seeking the reduction of Taxes for any Tax
Year.

     

    2.04. Operating
Payments.  (a) “Base
Operating Amount” means the Operating Expenses for the Base Operating
Year.

     

    (b) “Base
Operating Year” means calendar year 2010.

     

    (c) “Landlord’s
Statement” means a notice from Landlord to Tenant, setting forth the
Operating Payment payable by Tenant for a specified Operating Year.

     

    (d) “Operating
Expenses” shall have the meaning provided for such term in the Prime
Lease.

     

    (e) “Operating
Year” means each calendar year in which occurs any part of the
Term.

     

    (f) “Tenant’s
Operating Share” means 5.03%, which has been computed on the basis of a
fraction, the numerator of which is 36,250 RSF, being the agreed RSF of the
Premises for purposes of computing Tenant’s Operating Share and the denominator
of which is the agreed RSF contained in the Building.  The parties
agree that the agreed rentable square foot area of the Building for purposes of
computing Tenant’s Operating Share shall be deemed to be 720,360
RSF.

     

    
      
        
        

      

      
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    (g) For each Operating Year
following the Base Operating Year, Tenant shall pay (each, an “Operating
Payment”) Tenant’s Operating Share of the amount, if any, by which
Operating Expenses for such Operating Year exceed the Base Operating
Amount.

     

    (h) If during any Operating
Year (including the Base Operating Year) (i) any rentable space in the
Building above the ground floor shall be unoccupied, and/or (ii) the tenant
or occupant of any space in the Building above the ground floor undertook to
perform work or services in lieu of having the Prime Landlord perform the same
and the cost thereof would have been included in Operating Expenses, then, in
any such event, the amounts included in Operating Expenses for such period which
vary based on occupancy may be increased by the Prime Landlord in accordance
with the terms of the Prime Lease to reflect the Operating Expenses that would
have been incurred if one hundred percent (100%) of such space in the Building
above the ground floor had been occupied or if the Prime Landlord had performed
such work or services, as the case may be, and such increased Operating Expenses
shall be used for determining Tenant’s Operating Payment pursuant to this
Lease.

     

    (i) Landlord may furnish to
Tenant prior to the commencement of each Operating Year, a statement setting
forth Landlord’s estimate of the Operating Payment for such Operating Year,
based on Prime Landlord’s estimate of Operating Expenses for such Operating
Year.  Tenant shall pay to Landlord on the day which is the first day
of each month during such Operating Year, an amount equal to 1/12th of such
estimate of the Operating Payment for such Operating Year.  If
Landlord shall not furnish any such estimate for an Operating Year or if
Landlord shall furnish any such estimate for an Operating Year subsequent to the
commencement thereof, then (A) until the day which is the first day of the month
following the month in which such estimate is furnished to Tenant, Tenant shall
pay to Landlord on the day which is the first day of each month an amount equal
to the monthly sum payable by Tenant to Landlord under this Section
2.04 in respect of the last month of the preceding Operating Year; (B)
after such estimate is furnished to Tenant, Landlord shall notify Tenant whether
the installments of the Operating Payment previously made for such Operating
Year were greater or less than the installments of the Operating Payment to be
made in accordance with such estimate, and (x) if there is a deficiency, Tenant
shall pay the amount thereof within twenty (20) days after demand therefor, or
(y) if there is an overpayment, Landlord shall credit the amount thereof against
the next succeeding installments of Rent; and (C) on the date which is the first
day of the month following the month in which such estimate is furnished to
Tenant and monthly thereafter throughout such Operating Year, on such date which
is the first day of each month, Tenant shall pay to Landlord an amount equal to
1/12th of the Operating Payment shown on such estimate.  Landlord may,
during each Operating Year, furnish to Tenant a revised statement of Landlord’s
estimate of the Operating Payment for such Operating Year, and in such case, the
Operating Payment for such Operating Year shall be adjusted and paid or credited
as the case may be, substantially in the same manner as provided in the
preceding sentence.

     

    
      
        
        

      

      
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    (j) Landlord shall furnish to
Tenant a Landlord’s Statement for each Operating Year (and shall endeavor to do
so within one hundred fifty (150) days after the end of each Operating Year),
provided that Landlord shall have received a “Landlord’s Statement” (as defined
in the Prime Lease) from Prime Landlord pursuant to the Prime Lease for such
Operating Year.  If Landlord’s Statement shall show that the sums paid
by Tenant, if any, under Section 2.04(i)
exceeded the Operating Payment to be paid by Tenant for the applicable Operating
Year, Landlord shall credit the amount of such excess against the next
succeeding installments of Rent, provided that if the overcharge amount exceeds
five percent (5%) of the Operating Payment for the relevant Operating Year,
Landlord shall pay interest on the amount of the overcharge at the Prime Rate
from the date that the final Landlord’s Statement with respect to the applicable
Operating Payment was delivered to Tenant until the date that Landlord credits
the amount of the overcharge against the next due installments of Rent (or until
the date that Landlord reimburses Tenant for such overcharge, whichever occurs
earlier); provided,
however,
that Landlord shall be required to pay Tenant such interest on such overcharge
only if and to the extent that the Prime Landlord pays such interest on such
overcharge to Landlord unless Landlord has paid the correct amount to the Prime
Landlord and Tenant has overpaid Tenant’s Operating Payment.  If the
Landlord’s Statement shall show that the sums so paid by Tenant were less than
the Operating Payment to be paid by Tenant for such Operating Year, Tenant shall
pay the amount of such deficiency within twenty (20) days after demand
therefor.

     

    2.05. Tax and
Operating Provisions.  (a) In any case provided in Section
2.03 or Section
2.04 in which Tenant is entitled to a credit against the next succeeding
installments of Rent, if this Lease shall expire before any such credit shall
have been fully applied, then, Landlord shall promptly refund to Tenant the
unapplied balance of such credit after first applying same to any amounts then
due and payable by Tenant pursuant to this Lease.  Nothing in this
Article
2 shall be construed so as to result in a decrease in the Fixed
Rent.

     

    (b) Landlord’s failure to
render or delay in rendering a Landlord’s Statement with respect to any
Operating Year or any component of the Operating Payment shall not prejudice
Landlord’s right to thereafter render a Landlord’s Statement with respect to any
such Operating Year or any such component, nor shall the rendering of a
Landlord’s Statement for any Operating Year prejudice Landlord’s right to
thereafter render a corrected Landlord’s Statement for such Operating Year;
provided,
that if Landlord shall fail to furnish a Landlord’s Statement with respect to
any Operating Year within twenty-seven (27) months following the end of such
Operating Year, then Landlord shall be deemed to have irrevocably waived its
right furnish a Landlord’s Statement with respect to such Operating
Year.  Landlord’s failure to render or delay in rendering any
statement with respect to any Tax Payment or installment thereof shall not
prejudice Landlord’s right to thereafter render such a statement, nor shall the
rendering of a statement for any Tax Payment or installment thereof prejudice
Landlord’s right to thereafter render a corrected statement therefor; provided,
that if Landlord shall fail to furnish any statement with respect to any Tax
Payment within twenty-seven (27) months following the end of the Tax Year with
respect to which such Tax Payment is due, then Landlord shall be deemed to have
irrevocably waived its right furnish such statement with respect to such Tax
Payment.

     

    (c) If the Building shall be
condominiumized, then Tenant’s Operating Payments and Tax Payments shall, if
necessary, be equitably adjusted such that Tenant shall thereafter continue to
pay the same share of the Taxes and Operating Expenses of the Building as Tenant
would pay in the absence of such condominiumization.

     

    
      
        
        

      

      
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    (d) Each Tax Payment in
respect of a Tax Year, and each Operating Payment in respect of an Operating
Year, which ends after the expiration or earlier termination of this Lease, and
any tax refund pursuant to Section
2.03(f), shall be prorated to correspond to that portion of such Tax Year
or Operating Year occurring during the term of this Lease.

     

    2.06. Electric
Charges.  (a)  Pursuant to the Prime Lease, Landlord
purchases from the Prime Landlord or from a meter company designated by Prime
Landlord all electricity consumed, used or to be used in the
Premises.  If, during the Term, Landlord receives any bill or bills
for electricity used at (and only at) the Premises, Landlord may send a copy of
each such bill to Tenant, and Tenant shall pay to Landlord as Additional Charges
the charges (“Electric
Charges”) set forth in such bill within twenty (20) days after Landlord’s
rendition of such bill.  Landlord represents that the Premises is
separately metered for electricity under the Prime Lease, and the metered
electricity charges applicable solely to the Premises are obtainable from the
bills or statements rendered by Prime Landlord or its designated meter
company.  The charges to Tenant for such electricity shall be
determined as set forth in Section
2.06(b) of the Prime Lease.  Except as shown on Tenant’s
approved plans and specifications for the work to prepare the Premises for
Tenant’s initial occupancy, Tenant shall make no changes or additions to the
electrical equipment, wiring and/or appliances in the Premises without (i) the
prior written consent of the Prime Landlord, and (ii) the prior written consent
of Landlord, which consent of Landlord shall be treated as a request by Tenant
to Landlord for the performance of Alterations, and accordingly, such consent
shall be given or withheld by Landlord in accordance with the terms of Section
4.01 hereof.

     

    (b) In the event that the
Prime Landlord exercises any right it has pursuant to the Prime Lease to
discontinue furnishing electricity to the Premises, then Landlord shall give
notice to Tenant of same, and Tenant shall apply within five (5) Business Days
to the appropriate public utility company servicing the Building for direct
electric service (and diligently and continuously pursue obtaining such direct
electric service) and bear all costs and expenses necessary to comply with all
rules and regulations of such public utility company pertinent
thereto.  Upon the commencement of such direct service, Prime Landlord
and/or the meter company designated by Prime Landlord shall be relieved of any
further obligation to furnish electricity to Tenant pursuant to this
Lease.

     

    (c) If Landlord is billed by
Prime Landlord for any Additional Charges pursuant to Section
2.06(e) of the Prime Lease, to the extent such charges are applicable to
the Premises, Tenant will pay such  charges to Landlord within twenty
(20) days after being billed therefor by Landlord, which bill shall be
accompanied by a copy of applicable bill for such charges rendered by Prime
Landlord to Landlord.

     

    (d) Tenant shall at all times
comply with the rules and regulations of the utility company supplying
electricity to the Building and/or the Premises.  Tenant shall not use
any electrical equipment which would exceed the capacity of the heaters of the
Building or the risers or wiring serving the Building or which would interfere
with electrical service to other tenants or occupants of the
Building.

     

    
      
        
        

      

      
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    (e) At Tenant’s option and
request, Prime Landlord may furnish and install all replacement lighting, tubes,
lamps, bulbs and ballasts required in the Premises, and Tenant shall pay to
Prime Landlord or its designated contractor upon demand Landlord’s then
established Building standard charges therefor, and in such event, Tenant shall
pay to Prime Landlord or its designated contractor within thirty (30) days after
written demand the then established Building standard charges therefor of Prime
Landlord or its designated contractor, as the case may be, at the Building’s
standard rates.

     

    2.07. Manner
of Payment.  Tenant shall pay all Rent as the same shall become
due and payable under this Lease by wire transfer or so-called electronic
Automated Clearing House (ACH) transfers of immediately available federal funds
or by check (subject to collection) drawn on a financial institution that is or
clears through a New York Clearing House Association member bank, in each case
at the times provided herein without notice or demand and without setoff,
deduction or counterclaim (except as otherwise expressly provided in this
Lease).  All Rent shall be paid in lawful money of the United States
to Landlord at its office or such other place as Landlord may from time to time
designate.  In addition to all other rights and remedies Landlord may
have under this Lease, if any Rent that is due and payable is not paid within
five (5) Business Days after the due date therefor, Tenant shall pay to
Landlord, as Additional Charges, an amount equal to five (5) cents for each
dollar overdue in order to defray Landlord’s administrative and other costs in
connection therewith.  In addition, Tenant shall pay to Landlord from
time to time, upon Landlord’s demand, interest on all past due Rent, including,
without limitation, the foregoing late charge, from the date when such Rent
became due to the date of Landlord’s receipt thereof at an annual rate of
interest equal to the lesser of (a) one and one-half (1.5%) percent per month or
(b) the maximum rate permitted by law.  Notwithstanding the foregoing,
Landlord shall not impose any such late charge or interest with respect to any
past due Rent unless Landlord shall have first given Tenant written notice of
Tenant’s failure to have paid such past due Rent and Tenant shall have failed to
pay the same within five (5) Business Days after the giving of such notice by
Landlord; provided, however, that Tenant shall not be entitled to such notice
more than once in any one-year period, and accordingly, if Landlord shall give
such notice to Tenant with respect to any past due Rent, then Tenant shall not
be entitled to be given such notice with respect to any Rent that thereafter
becomes past due (and late charges and interest thereon shall apply without
Landlord’s having to give Tenant notice of such past due Rent), if the due date
for such past due Rent shall have occurred within one year after the due date
for the last past due Rent for which Landlord gave Tenant such
notice.  Any Additional Charges for which no due date is specified in
this Lease shall be due and payable on the twentieth (20th) day after the date
of invoice.

     

    ARTICLE
3.

     

    PERFORMANCE
OF PRIME LANDLORD’S OBLIGATIONS

     

    3.01.  Notwithstanding
anything to the contrary contained except as otherwise expressly provided in
this Lease, Landlord shall have no obligation to comply with any Laws, perform
any work, or provide any services (including, but not limited to elevator
service, cleaning, hot or cold water, heat, steam, ventilation and
air-conditioning, condenser water, electricity, utilities, Building security,
and any other Landlord Services (as defined in the Prime Lease)) or make any
repairs in or to the Premises or the Building whatsoever, or to maintain any
insurance required to be maintained by the Prime Landlord or the tenant under
the  Prime Lease, 

    
      
        
        

      

      
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nor shall Landlord be
obligated to perform any other obligation which is the obligation of the Prime
Landlord under the Prime Lease.  While Tenant is entitled to receive
for the Premises all of the services, utilities and repairs that the Prime
Landlord is required to provide to the 19th
Floor Premises (as defined in the Prime Lease) pursuant to the Prime Lease,
nevertheless, Tenant agrees that such services, utilities and repairs are to be
supplied by the Prime Landlord and not by Landlord.  If the Prime
Landlord shall fail to perform any such services and/or repair obligations or
shall fail to comply with any of the provisions of the Prime Lease, Landlord,
except for its obligations expressly hereinafter set forth in this Section
3.01, shall have no liability to Tenant by reason of such failure by
Prime Landlord; provided,
however,
that if any such failure by Prime Landlord shall materially interfere with the
operation of Tenant’s permitted business in the Premises or results in material
additional costs or material inconvenience to Tenant, Landlord shall, at the
written request of Tenant, and at Tenant’s expense, use commercially reasonable,
good faith efforts to cause the Prime Landlord to so comply, provided that, if
Landlord shall fail to exercise such efforts and Landlord shall not commence
exercising such efforts within ten (10) days after notice by Tenant, then,
Tenant shall have the right, after notice to Landlord, to exercise Landlord’s
rights against the Prime Landlord under the Prime Lease in the name of Landlord
in order to cause Prime Landlord to so comply with its obligations; the
foregoing, however, shall not be construed to require Landlord to commence any
action or proceeding against the Prime Landlord to enforce any of Prime
Landlord’s obligations, except that if Tenant cannot bring such an action or
proceeding in its own name due to lack of privity or otherwise, then Landlord
shall, at Landlord’s option, either permit Tenant, at Tenant’s expense, to bring
such action or proceeding in the name of Landlord (and Landlord shall execute
such authorizations as are reasonably required for such purpose) or itself bring
such action or proceeding against Prime Landlord at Tenant’s expense, and Tenant
agrees to cooperate with Landlord in all reasonable respects in connection with
any such action or proceeding brought by Landlord, and Landlord agrees to
cooperate with Tenant in all reasonable respects in connection with any such
action or proceeding brought by Tenant, including, without limitation, the
execution of documents in connection with any litigation or arbitration
commenced by Tenant in Landlord’s name, provided that, in all cases, Tenant
shall pay to Landlord (and Tenant hereby covenants and agrees to pay to
Landlord), from time to time, within twenty (20) days after Landlord’s rendition
of a bill, all reasonable out-of-pocket costs incurred by Landlord in performing
any of Landlord’s obligations under this Section
3.01 (including, without limitation, reasonable attorneys’ fees and
disbursements) and shall indemnify Landlord (and hereby agrees to indemnify
Landlord) against any loss, liability, costs, damage or expense (including
reasonable attorney’s fees) arising out of the exercise of such rights or the
prosecution of such arbitration or litigation.  Landlord shall be
under no liability to Tenant in the event of the failure by the Prime Landlord
to supply any services, utilities or repairs or otherwise perform any of Prime
Landlord’s obligations under the Prime Lease, except that (a) if by reason of
any such failure by the Prime Landlord, Landlord shall receive an abatement of
Fixed Rent and/or Additional Charges under the Prime Lease in respect of all or
part of the 19th Floor Premises during the Term of this Lease, Tenant shall
likewise be entitled to an abatement of Fixed Rent and/or Additional Charges
hereunder in proportion to such abatement received by Landlord under the Prime
Lease in respect of the 19th
Floor Premises (e.g.,
if by reason of such failure by Prime Landlord, Landlord, as the tenant under
the Prime Lease, shall receive an abatement of thirty (30%) percent of the Fixed
Rent payable by Landlord in respect of the 19th
Floor Premises, then Tenant shall be entitled to a thirty (30%) percent
abatement of the Fixed Rent payable by Tenant under this Lease in respect of the
Premises); and (b) Landlord will not do anything that causes the Prime Landlord
to be relieved of any of its obligations under the Prime Lease to provide any
services, utilities or repairs to the Premises demised
hereunder.

    

    
       

      
        
          
          

        

        
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    ARTICLE
4.

     

    ALTERATIONS;
TENANT COVENANTS

     

    4.01. Alterations.  (a)
Tenant shall make no improvements, changes, installations, or alterations in or
to the Premises (“Alterations”)
without (i) Landlord’s prior written approval and (ii) the prior written
approval of the Prime Landlord, if and to the extent that such approval of the
Prime Landlord is required to be obtained pursuant to the terms of the Prime
Lease.  “Material
Alteration” means an Alteration that (i) is not limited to the
interior of the Premises or which affects the exterior (including the outside
appearance) of the Building, (ii) is structural or affects the strength of the
Building, (iii) adversely affects the usage or the proper functioning of any of
the Building systems, (iv) requires a change to the Building’s certificate
of occupancy, (v) is a Specialty Installation (as defined in the Prime Lease) or
has been consented to or approved by the Prime Landlord on the condition or
subject to the requirement that such Alteration be removed at or prior to the
expiration or sooner termination of this Lease or the expiration or sooner
termination of the Prime Lease, or (vi) except for Tenant’s Initial Work (as
hereinafter defined), materially alters or changes the existing layout,
finishing, partitioning, or number of rooms or offices in the
Premises.  Notwithstanding the foregoing, Tenant, subject to obtaining
the prior written consent of Landlord, which consent is not to be unreasonably
withheld or delayed, may make non-Material Alterations that cost less than One
Hundred Fifty Thousand and 00/100 Dollars ($150,000.00) (exclusive of the costs
of Decorative Work and items constituting Tenant’s Property), in the aggregate,
for each such non-Material Alteration or a series of non-Material Alterations
which are part of a related project, provided that (A) Tenant delivers to
Landlord notice of Tenant’s request for Landlord’s consent to such Alterations
together with detailed plans and specifications for such Alterations as required
in Section
4.01(b), (B) Tenant delivers to Landlord such other information as
Landlord may reasonably request in connection with Landlord’s determining
whether to consent to such Alterations, (C) Prime Landlord shall have issued its
written consent to such Alterations, if Prime Landlord’s consent to such
Alterations is required under the Prime Lease, and (D) Tenant shall conform to
the other applicable requirements of this Section
4.01.  In determining whether to grant its consent to any
Alterations pursuant to the immediately preceding sentence, Landlord may
consider the creditworthiness of Tenant and Guarantor to pay for, perform and
complete such Alterations in accordance with the terms of this
Lease.  Landlord’s approval shall not be required for purely
decorative Alterations (i.e.,
painting, carpeting, wall-covering and finish work) which do not require the
preparation and filing of plans to obtain a building permit (collectively,
“Decorative
Work”).

     

    (b) Tenant, in connection with
any Alteration, shall comply with the Alteration Rules and Regulations
attached.  Tenant shall not proceed with any Alteration unless and
until (i) Tenant causes to be prepared and submitted to Landlord, detailed plans
and specifications for such Alterations (excluding Decorative Work), (ii) if and
to the extent Landlord’s approval or consent to such Alterations is required
under Section
4.01(a) hereof, Tenant obtains such approval or consent in writing, and
(iii) the Prime Landlord approves in writing such plans and specifications, if
and to the extent such approval is required pursuant to the terms of the Prime
Lease. Landlord agrees that, with respect to any final plans and specifications
for Alterations performed by Tenant, Landlord shall, within ten (10) Business
Days (or, with respect to resubmissions, five (5) Business Days) following
Landlord’s receipt of complete and coordinated final Tenant’s plans for the
performance of such Alterations submit the same to the Prime Landlord for its
approval.  Any review or approval by Landlord or Prime Landlord of
plans and specifications with respect to any Alteration is solely for Landlord’s
or Prime Landlord’s benefit, as the case may be, and without any representation
or warranty to Tenant with respect to the adequacy, correctness or efficiency
thereof, its compliance with Laws or otherwise.  Landlord’s consent or
approval to any Alterations proposed by Tenant shall not relieve Tenant of the
obligation to obtain the consent of the Prime Landlord to such proposed
Alterations, if and to the extent such consent or approval of the Prime Landlord
is required pursuant to the terms of the Prime Lease.  For purposes of
this Lease, no consent of Prime Landlord or Landlord shall be effective unless
in writing and signed by Prime Landlord or Landlord, as the case may
be.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    (c) Tenant shall pay to
Landlord within twenty (20) days after demand, (i) Landlord’s actual reasonable
out-of-pocket costs and expenses (including, without limitation, the fees of any
architects, engineers, consultants or agents employed by Landlord for reviewing
plans and specifications and inspecting any Alterations, and (ii) all costs,
expenses and charges that Landlord is required to pay to the Prime Landlord
pursuant to Section
4.01(c) of the Prime Lease with respect to any Alterations made by or on
behalf of Tenant.

     

    (d) In connection with any
Alterations made or proposed to be made by or on behalf of Tenant, Tenant shall
comply with all of the terms and conditions of the Prime Lease relating to
Alterations, as if such Alterations were being made by the tenant under the
Prime Lease, and without limiting the generality of the foregoing compliance,
(i) prior to commencing any Alterations, Tenant shall obtain Prime Landlord’s
approval for such Alterations, if and to the extent required by
the  Prime Lease; (ii) Tenant shall obtain and maintain in force for
the benefit of Prime Landlord and Landlord all insurance coverages required by
the Prime Lease relating to such Alterations; (iii) Tenant shall deliver to
Prime Landlord all plans, specifications, “as-built” plans, permits,
certificates and other documents relating to such alterations as and when
required by the Prime Lease (and shall simultaneously deliver duplicate copies
thereof to Landlord); (iv) deliver to Prime Landlord any cash deposit, letter of
credit or other security and/or deliveries that the tenant under the Prime Lease
is required to deliver pursuant to Section
4.01(d) of the Prime Lease and otherwise comply with the provisions of
said Section; and (v) all contractors, architects, engineers and other
professionals used by Tenant in connection with any Alterations shall be
Approved Contractors (as defined  in the Prime Lease) or shall
otherwise be approved in writing by Prime Landlord.  For any
Alterations for which Landlord’s consent is not required hereunder, Landlord
shall not require Tenant to provide performance or completion bonds or other
additional security to Landlord, unless and to the extent that such bonds and/or
additional security is required by Prime Landlord in accordance with the rights
of Prime Landlord under the Prime Lease.

     

    (e) Tenant shall cause
Landlord (and any designees of Landlord of which Landlord shall have given
notice to Tenant) to be named as additional insured(s) on all insurance required
to be maintained in favor of Prime Landlord pursuant to the Prime Lease in
connection with the making of any Alterations by or on behalf of Tenant (in
connection with any builders risk or property insurance so obtained by Tenant,
Landlord shall be insured as its interest may appear).  Tenant shall
deliver to Landlord and Prime Landlord certificates of insurance evidencing such
coverage as required hereby and by the  Prime Lease, in the form
required by the Prime Lease.

     

    
      
        
        

      

      
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    (f) Should any mechanics’ or
other liens be filed against any portion of the Building or the Project (as
defined in the Prime Lease) by reason of the acts or omissions of, or because of
a claim against, Tenant or anyone claiming under or through Tenant, Tenant shall
cause the same to be canceled or discharged of record by bond or otherwise
within twenty (20) days after notice from Landlord.  If Tenant shall
fail to cancel or discharge said lien or liens within said 20-day period,
Landlord may cancel or discharge the same and, Tenant shall reimburse Landlord
for all costs incurred in canceling or discharging such liens, together with
interest thereon at the Interest Rate (as defined in the Prime Lease) from the
date incurred by Landlord to the date of payment by Tenant, such reimbursement
to be made within twenty (20) days after receipt by Tenant of a written
statement from Landlord as to the amount of such costs.  Tenant shall
indemnify and hold Landlord harmless from and against all costs (including,
without limitation, attorneys’ fees and disbursements and costs of suit),
losses, liabilities or causes of action arising out of or relating to any
Alteration, including, without limitation, any mechanics’ or other liens
asserted in connection with such Alteration except to the extent resulting from
Landlord’s gross negligence or willful misconduct.

     

    4.02. Landlord’s
and Tenant’s Property.  (a) All fixtures, equipment,
improvements and appurtenances attached to or built into the Premises, whether
or not at the expense of Tenant (collectively, “Fixtures”),
shall be and remain a part of the Premises and shall not be removed by Tenant,
except as otherwise provided in this Lease.  All Fixtures constituting
Tenant’s Improvements and Betterments shall be the property of Tenant during the
Term and, upon expiration or earlier termination of this Lease, shall become the
property of Landlord, and upon the expiration or earlier termination of the
Prime Lease, shall become the property of Prime Landlord.  All
Fixtures other than Improvements and Betterments shall, upon installation, be
the property of Landlord, subject to the rights of Prime Landlord under the
Prime Lease.  “Tenant’s
Improvements and Betterments” means (i) all Fixtures, if any,
installed at the expense of Tenant, whether installed by Tenant or by Landlord,
and (ii) all carpeting affixed to the Premises (other than non-affixed area
rugs).  To the extent permitted or required by the Prime Lease: (i)
all Fixtures made at Tenant’s expense shall be deemed owned by Tenant for the
purposes of income taxes and Tenant shall have the right to depreciate the cost
of such Fixtures, and (ii) in no event shall any Tenant’s Property be deemed
Fixtures.

     

    (b) All movable partitions,
business and trade fixtures, machinery and equipment, and all furniture,
furnishings, supplies and other articles of movable personal property owned by
Tenant and located in the Premises (collectively, “Tenant’s
Property”) shall be and shall remain the property of Tenant and may be
removed by Tenant at any time during the Term; provided,
that if any Tenant’s Property is removed, Tenant shall repair any damage to the
Premises or to the Building resulting from the installation and/or removal
thereof.  Tenant may finance any of its movable trade fixtures,
furniture and business machines (excluding any of the FF&E, as hereinafter
defined), and for such purpose, provided that no Event of Default hereunder is
continuing, Landlord shall sign and deliver to Tenant’s lenders waivers of
Landlord’s lien against such financed assets, provided that such waivers shall
be in form and substance reasonably satisfactory to Landlord, and in no event
shall Landlord be required to permit any such lender access to the Premises
after the expiration or sooner termination of this Lease, nor shall any of such
waivers provide for a reduction or abatement of any of the obligations of Tenant
or rights of Landlord under this Lease.

     

    
      
        
        

      

      
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    (c) At or before the
Expiration Date, or within two (2) Business Days after any earlier termination
of this Lease, Tenant, at Tenant’s expense, shall remove Tenant’s Property from
the Premises (except such items thereof as Landlord shall have expressly
permitted to remain, which shall become the property of Landlord), and Tenant
shall repair any damage to the Premises or the Building resulting from any
installation and/or removal of Tenant’s Property.  Any items of
Tenant’s Property which remain in the Premises after the Expiration Date, or
more than two (2) Business Days after an earlier termination of this Lease, may,
at the option of Landlord, be deemed to have been abandoned, and may be retained
by Landlord as its property or disposed of by Landlord or Prime Landlord,
without accountability to Tenant in such manner as Landlord or Prime Landlord
shall determine, and Tenant shall reimburse Landlord, within thirty (30) days
after demand therefor, for Landlord’s reasonable actual out-of-pocket costs in
connection therewith and shall pay to Landlord all amounts that Landlord shall
become liable to pay to Prime Landlord (in the event of the expiration or
earlier termination of the Prime Lease) pursuant to Section
4.02(c) of the Prime Lease for costs incurred by Prime Landlord in
connection with any Tenant’s Property not timely removed by Tenant from the
Premises.

     

    (d) At or before the
expiration or earlier termination of this Lease, Tenant shall be required to
remove from the Premises all Alterations made by or on behalf of Tenant or any
Tenant Party (as hereinafter defined) in or to the Premises and otherwise
restore the Premises, if and to the extent that the tenant under the Prime Lease
would be required to cause such removal or make such restoration at or before
the expiration or sooner termination of the Prime Lease, and such removal and
restoration shall be performed by Tenant in compliance with the applicable terms
of this Lease and the Prime Lease; provided,
however,
that Tenant shall not remove any Alterations in the Premises if Landlord, prior
to or upon the expiration or earlier termination of this Lease, gives notice to
Tenant, directing Tenant not to remove such particular Alterations as Landlord
shall have identified in such notice, and Tenant shall have no liability
hereunder by reason of Tenant’s failure to remove such Alterations so specified
by Landlord.  Nothing contained herein shall require Tenant to remove
any Alterations at the end of the term of this Sublease, other than (i)
“Specialty Installations” (as described in paragraph 4.02(d) of the Prime Lease)
made by Tenant or any Tenant Party and (ii) any Alteration for which Landlord or
Prime Landlord shall have given its consent to such Alteration on the condition
or subject to the requirement that such Alteration be removed prior to the
expiration or sooner termination of this Lease or the Prime Lease, and in no
event shall Tenant be required to remove any Alterations made in the Premises
prior to the Commencement Date of this Sublease, unless and to the extent any of
such Alterations shall have been altered or changed during the Term by Tenant or
any Tenant Party, in which case, Tenant shall be required to remove the same
prior to the expiration or sooner termination of the Term if they constitute
“Special Installations” under the Prime Lease or if such removal was a condition
to Tenant’s obtaining Landlord’s or Prime Landlord’s consent to the making of
any such alterations or changes by Tenant or any Tenant Party.  If
Tenant shall be required to remove any Alteration prior to the expiration or
sooner termination of the Term, Tenant shall repair any damage caused by such
removal and restore the portion(s) of the Premises affected by such removal to
the condition existing immediately prior to the making of such
Alteration.

     

    
      
        
        

      

      
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    (e) Notwithstanding anything
herein contained to the contrary, Tenant shall not have the right to install any
raised flooring in the Premises without the prior written consent of Landlord,
which consent Landlord may withhold in its sole and absolute discretion, for any
reason or no reason, regardless whether Prime Landlord may have consented
thereto.

     

    (f) Access.  Landlord
and persons authorized by Landlord shall have the right, upon not less than 24
hours’ prior notice to Tenant (except in an emergency), to enter the Premises
(together with any necessary materials and/or equipment), to inspect and take
measurements in the Premises, or perform such work as Landlord may be permitted
to perform by the terms of this Lease or to exhibit the Premises to prospective
purchasers of Landlord’s interest in the Prime Lease or lenders or, during the
last nine (9) months of the Term, to prospective subtenants, or for any other
prudent business purpose as Landlord may reasonably deem
necessary.  Tenant shall notify Landlord and the Building manager’s
office of the name and telephone number of Tenant’s representative who will be
on call for each day of the week (24 hours per day).  Tenant shall
have the right to have a representative of Tenant accompany Landlord on any
entry into the Premises (at Tenant’s sole cost and expense), but Landlord’s
rights to conduct any such entry, and the timing of such entry, shall not be
affected if Tenant shall fail to make such representative
available.  Landlord shall have no liability to Tenant by reason of
any action taken under this Section 4.02(f),
except for any damage caused by the negligence or willful misconduct of Landlord
to the Premises or Tenant’s Property during such entry.  Except as
expressly provided in this Lease, Landlord shall not be required to make any
improvements or repairs of any kind or character to the Premises during the
Term.  Tenant shall also permit Prime Landlord such access to the
Premises as to which Prime Landlord is entitled under the Prime
Lease.

     

    4.03. Right
to Perform Tenant Covenants.  If Tenant fails to perform any of
its obligations under this Lease, without waiving such default or failure by
Tenant, Landlord may perform the same at the expense of Tenant (a) immediately
and without notice in the case of emergency or in case such failure adversely
interferes with the use of space by any other tenant in the Building or with the
efficient operation of the Building or may result in a violation of any Law or
as may result in the termination of the Prime Lease or a cancellation of any
insurance policy maintained by Landlord or Prime Landlord and (b) in any
other case, if such failure continues beyond any applicable notice and cure
period provided herein.  If Landlord performs any of Tenant’s
obligations under this Lease, Tenant shall pay to Landlord (as Additional
Charges) the reasonable costs thereof, together with interest at the Interest
Rate from the date incurred by Landlord until paid by Tenant, within twenty (20)
days after receipt by Tenant of a statement as to the amounts of such
costs.  If Landlord effects such cure by bonding any lien which Tenant
is required to bond or otherwise discharge, Tenant shall, at Landlord’s request,
obtain and substitute a bond for Landlord’s bond and shall reimburse Landlord
for the cost of Landlord’s bond.

     

    4.04. Tenant’s
Initial Work.  After the Commencement Date, Tenant intends to
perform certain interior, non-structural Alterations in the Premises as more
particularly described in Exhibit
E attached hereto and made a part hereof (“Tenant’s
Initial Work”).  Provided that the cost of Tenant’s Initial
Work does not exceed $100,000.00, Landlord consents to such work, provided that
(i) prior to the commencement of such work, Tenant submits plans and
specifications for such work for Prime Landlord’s approval, and same are
approved by Prime Landlord, and (ii) such work is performed in accordance with
the terms of this Lease and the Prime Lease.

     

    
      
        
        

      

      
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    4.05. Tenant shall comply with
all laws, ordinances, rules, codes, orders and regulations (present, future,
ordinary, extraordinary, foreseen or unforeseen) of any governmental, public or
quasi-public authority and of the New York Board of Underwriters, the New York
Fire Insurance Rating Organization and any other entity performing similar
functions, at any time duly in force (collectively “Laws”),
attributable to any work, installation, occupancy, use or manner of use by
Tenant of the Premises or any part thereof, whether or not such compliance
requires work which is structural or non-structural, ordinary or extraordinary,
foreseen or unforeseen, except that Tenant shall not be required to make any
structural alterations or improvements to comply with Laws in circumstances
where the need for compliance arises from Tenant’s permitted use of the Premises
if such Law is applicable to substantially all office tenants in comparable
First Class Office Buildings and the requirement for compliance with such Law
does not arise by reason of (i) the abatement of any nuisance in, on or about
the Premises caused by Tenant, its agents, employees, contractors, guests or
anyone claiming by, through or under Tenant, (ii) the manner of conduct of
Tenant’s business or operation of its installations, equipment or other property
therein, including, without limitation, the performance of any Alterations
performed by Tenant within the Premises, (iii) any cause or condition created by
or at the instance of Tenant or (iv) the breach of any of Tenant’s obligations
under this Lease.

    


     

    ARTICLE
5.

     

    ASSIGNMENT
AND SUBLETTING

     

    5.01. Except as otherwise
provided in Section
5.02(a) and Section
5.02(b) below, without the prior written consent of Landlord, and, if and
to the extent required by the Prime Lease, the prior written consent of Prime
Landlord, Tenant  shall have no right to, and shall not, assign or
encumber its interest in this Lease or sublease all or any part of the
Premises.  Any transaction effectuated by Tenant or anyone claiming
under or through Tenant that, pursuant to Article 5 of the Prime Lease, (i)
would constitute an Assignment (as defined in the Prime Lease) or would be
deemed to constitute an assignment of the Prime Lease or this Lease or otherwise
require the consent of the Prime Landlord in order to be permitted under the
Prime Lease, shall in each case be deemed to constitute an assignment of this
Sublease; (ii) would constitute a Sublease (as defined in the Prime Lease) or
would otherwise require the consent of Prime Landlord in order to be permitted
under the Prime Lease shall be deemed to constitute a sublease by Tenant
hereunder.  Any assignment, encumbrance or sublease without Landlord’s
prior written consent and Prime Landlord’s prior written consent (if such
consent of Prime Landlord is required under the Prime Lease) shall be void and
shall constitute a substantial and material default by Tenant under this
Lease.  No consent by Landlord to any assignment, encumbrance or
sublease shall constitute a further waiver of any of the provisions of this
Article or relieve Tenant of the obligation to obtain Landlord’s and, if
required under the Prime Lease, Prime Landlord’s  prior written
consent for any further assignment, sublease or encumbrance.  Provided
that Tenant shall have obtained Prime Landlord’s written consent to any
assignment of this Lease or any sublease of all or any part of the Premises (if
and to the extent that such consent of Prime Landlord is required under the
terms of the Prime Lease), Landlord agrees that it will not unreasonably
withhold or delay its consent to such assignment or sublease.

    
      
        
        

      

      
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    5.02. (a)  Nothing
contained herein shall require Tenant to obtain any prior consent for license
agreements made by Tenant (i) with its customers in the ordinary course of
operating its office suites business at the Premises, licensing the use of
office space in the Premises to such customers, or (ii) with one or more
entities which at all times during the term of such license are Controlled by,
Controlling or under common Control with Tenant, provided that, in either case,
(x) no such licensed space shall be separately demised or separated from the
balance of the Premises or have a separate entrance, and all such licensed space
shall share in common the existing entrance to the Premises, (y) all such
licenses shall be expressly subject and subordinate to this Lease, the Prime
Lease and to all matters to which this Lease and/or the Prime Lease is subject
or subordinate, and (z) Tenant shall comply with all of the terms and conditions
of Prime Landlord’s Consent (as hereinafter defined) relating to such licenses
(such license agreements herein collectively called “Special
Licenses”).  If at anytime, Tenant delivers a copy of any
Special License to the Prime Landlord, then Tenant shall simultaneously deliver
a copy of such Special License to Landlord, and any such copy so delivered by
Tenant to Landlord may be redacted as to financial terms to the same extent that
the copy furnished by Tenant to the Prime Landlord is so redacted.

     

    (b) Anything contained in this
Lease to the contrary notwithstanding, providing no monetary or material
non-monetary Event of Default shall be continuing under this Lease, Landlord’s
consent shall not be required (but Prime Landlord’s consent shall be required,
if and to the extent such consent is required under the Prime Lease and the need
for such consent is not expressly waived by Prime Landlord under the terms of
Prime Landlord’s Consent) for (i) an assignment of this Lease resulting from a
change in the Control of Tenant, or (ii) an assignment of this Lease by Tenant
to a Successor (as hereinafter defined) of Tenant, provided that, in either
case, (A) Prime Landlord shall have given its written consent to such
assignment, if such consent of Prime Landlord is required under the Prime Lease,
(B) Tenant shall have given Landlord and Prime Landlord at least ten (10)
Business Days notice of such assignment,  (C) Tenant, in the case of
an assignment described in the preceding clause (i), or the Successor, in the
case of an assignment described in the preceding clause (ii), shall continue to
operate an office suites’ business in the Premises in a manner substantially
similar to the office suites’ business conducted by Tenant in the Premises
immediately prior to such assignment, and the principal purpose of such
transaction shall be to transfer the business then being operated by Tenant in
the Premises and not principally to assign or transfer (whether directly or
indirectly) the subleasehold estate created by this Lease, and (D) in the case
of an assignment to a Successor, the net worth and financial condition of the
Successor, determined immediately after the transaction by which the Successor
acquired or succeeded to the interest of tenant under this Lease, is not less
than the net worth and financial condition of Tenant, determined immediately
prior to such transaction, such net worth, in each case, to be reasonably
demonstrated by Tenant to Landlord.  A “Successor”
of Tenant shall mean (i) a corporation, partnership or limited liability company
in which or with which Tenant is merged or consolidated, in accordance with
applicable statutory provisions for merger or consolidation of corporations,
partnerships or limited liability companies, provided that by operation of law
or by effective provisions contained in the instruments of merger or
consolidation, all or substantially all of the liabilities of the entities
participated in such merger or consolidation are assumed by the entity surviving
such merger or created by such consolidation, or (ii) a corporation or other
entity acquiring the tenant’s interest in this Lease and all and substantially
all of the other property and assets of Tenant.

    
      
        
        

      

      
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    (c) If Tenant is a
corporation, then a transfer of stock (by a single transfer or by multiple
transfers effected pursuant to a common plan) or any other transaction (such as,
by way of example, the issuance of additional stock, the redemption of stock, a
stock voting agreement, a change in classes of stock or a merger or
consolidation involving Tenant) which results in a change of control of Tenant
(or, in the event of a merger or consolidation involving Tenant, a change of
control of the resulting corporation), shall be deemed, for all purposes of this
Article
5, an assignment of this Lease, and, if Tenant is a partnership, limited
liability company, limited liability partnership, joint venture or other entity,
then a transfer of any interest(s) (including, without limitation, an interest
in the distributions of profits and losses) in such partnership, limited
liability partnership, limited liability company, joint venture or other entity
(by a single transfer or by multiple transfers effected pursuant to a common
plan) or other transaction (such as, by way of example, the creation of limited
partnership interests or other equity interests) which results in a change of
Control (as defined in the Prime Lease) of such partnership, limited liability
partnership, limited liability company, joint venture or other entity, shall be
deemed, for all purposes of this Article
5, an assignment of this Lease.

     

    5.03. Notwithstanding any
assignment or subletting, Tenant shall remain fully liable for the payment of
all Rent and the performance of all other terms, covenants and conditions
contained in this Lease on Tenant’s part to be observed and
performed.  Such liability shall not be impaired by any modification
of this Sublease.

     

    5.04. Tenant shall, upon demand,
pay to Landlord (i) all reasonable expenses (including reasonable attorneys’
fees and disbursements) incurred by Landlord in connection with its review of
the proposed assignment or sublease, including any investigations as to the
acceptability of the proposed assignee or subtenant, and (ii) any amounts which
Landlord shall be obligated to pay to  Prime Landlord pursuant to the
Prime Lease by reason of or in connection with Prime Landlord’s being requested
to consent to such proposed assignment or sublease.

     

    5.05. Anything in this Lease to
the contrary notwithstanding, except as expressly provided in Section
5.02(a) or Section
5.02(b) hereof, Tenant expressly acknowledges and agrees
that  Tenant may not assign this Lease or further sublease the
Premises (in whole or in part) without first obtaining the written consent of
Prime Landlord in accordance with the provisions of Article
5 of the Prime Lease, to the extent such consent of Prime Landlord is
required under the Prime Lease.  Landlord shall have no liability to
Tenant in the event that Prime Landlord exercises any applicable right of
recapture or termination under the Prime Lease with respect to the proposed
assignment or sublease, and Tenant agrees to comply with all obligations of the
tenant under the Prime Lease as they relate to the Premises hereunder with
respect to such recapture or termination under the Prime Lease, including, but
not limited to, timely vacating the Premises in the condition required by the
Prime Lease and this Lease.

     

    
      
        
        

      

      
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    5.06. (a)  If there is
an assignment of this Lease, whether or not in violation of this Lease, Landlord
may collect rent from the assignee.  If there is a sublease of the
Premises or any part thereof, whether or not in violation of this Lease,
Landlord may, after default by Tenant, and expiration of Tenant’s time to cure
such default, collect rent from the subtenant or undertenant.  In
either event, Landlord may apply the net amount collected against Rent, but no
such assignment, sublease, or collection shall be deemed a waiver of any of the
provisions of Section
5.01 or the acceptance of the assignee or sublessee as tenant, or a
release of Tenant from any of Tenant’s obligations under this
Lease.

     

    (b) (i)  No assignee
of Tenant shall take possession of the Premises or any part thereof until such
assignee delivers to Landlord evidence that the assignee, as Tenant hereunder,
has complied with the requirements of this Lease with respect to obtaining and
maintaining required insurance coverages and delivered to Landlord evidence
thereof as required by this Lease, and (ii) no assignment to which Landlord
shall have consented shall be effective and no assignee shall take possession of
the Premises or any part thereof until an agreement in form and substance
reasonably satisfactory to Landlord whereby the assignee unconditionally assumes
Tenant’s obligations under this Lease accruing from and after the effective date
of such assignment.

     

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

     

    (d) Each sublease made by
Tenant to which Landlord shall have consented (and to which Prime Landlord shall
have consented, if Prime Landlord’s consent thereto is required under the Prime
Lease) shall be subject to the following:

     

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

     

    (ii) No sublessee under any
sublease shall take possession of the Premises or any part thereof, until there
has been delivered to Landlord, both (A) an executed counterpart of such
sublease, and (B) a certificate of insurance evidencing that (x) Landlord, Prime
Landlord, its managing agent, and each Superior Lessor and Superior Mortgagee
are an additional insured under the insurance policies required to be maintained
by Tenant hereunder, and (y) there is in full force and effect, the insurance
otherwise required by this Lease.

     

    (iii) Subject to the provisions
of Section
5.07 below, each sublease shall provide that it is subject and
subordinate to this Lease and to the matters to which this Lease is or shall be
subordinate, each sublessee 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 may, at its option, take over all of the right, title and
interest of Tenant, as sublessor, under such sublease, and such sublessee shall,
at Landlord’s option, attorn to Landlord pursuant to the then executory
provisions of such sublease, except that Landlord shall not be liable for,
subject to or bound by any item of the type that a Successor Landlord is not so
liable for, subject to or bound by in the case of an attornment by Tenant to a
Successor Landlord under Section 6.01(a)
below.  Each sublessee 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
5.  The provisions of this Article
5 shall be self-operative and no further instrument shall be required to
give effect to this provision.

     

    
      
        
        

      

      
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    (e) Except in connection with
Special Licenses, Tenant shall not publicly advertise the availability of the
Premises or any portion thereof as sublet space or by way of an assignment of
this Lease (except through licensed brokers), without first obtaining (i) Prime
Landlord’s consent, if such consent is required under the Prime Lease, and (ii)
Landlord’s consent, which consent of Landlord shall not be unreasonably withheld
or delayed, provided that any required consent of the Prime Landlord shall have
been obtained.  Tenant shall in no event advertise the rental or
license rate for any space in the Premises.

     

    (f) Each sublease shall
contain the condition and restriction that the Sublease shall not be assigned,
encumbered or otherwise transferred or the subleased premises further sublet by
the sublessee in whole or in part, or any part thereof suffered or permitted by
the sublessee to be used or occupied by others, without the prior written
consent of Landlord  and Prime Landlord in each instance, which
consent of Landlord to any such further subletting shall not be unreasonably
withheld, provided that Prime Landlord shall have given its written consent
thereto.

     

    5.07. Assignment
and Sublease Profits.  (a)  If the aggregate of the
amounts payable as fixed rent and as additional rent on account of Taxes,
Operating Expenses and electricity by a sublessee under a sublease of all or any
part of the Premises and the amount of any Other Sublease Consideration payable
to Tenant by such sublessee, whether received in a lump-sum payment or otherwise
shall be in excess of Tenant’s Basic Cost therefor at that time then, subject to
the rights of Prime Landlord under the Prime Lease, promptly after the
collection thereof, Tenant shall pay to Landlord in monthly installments as and
when collected, as Additional Charges, fifty (50%) percent of such excess
(“Landlord’s
Share”); provided,
that in connection with any such Sublease, Tenant may recover Tenant’s Basic
Cost therefor prior to making any payment to Landlord of Landlord’s
Share.  Tenant shall deliver to Landlord within seventy-five (75) days
after the end of each calendar year (and within thirty (30) days after the
expiration or earlier termination of this Lease) a statement specifying each
Sublease in effect during such calendar year or partial calendar year, the
rentable area demised thereby, the term thereof and a computation in reasonable
detail showing the calculation of the amounts paid and payable by the Sublessee
to Tenant, and by Tenant to Landlord, with respect to such Sublease for the
period covered by such statement.  “Tenant’s
Basic Cost” for sublet space at any time means the sum of (i) the portion
of the Fixed Rent, Tax Payments and Operating Payments which is attributable to
the space covered by such Sublease, plus (ii) the amount payable by Tenant on
account of electricity in respect of such space, plus (iii) the amount of any
costs reasonably incurred by Tenant in making changes in the layout and finish
of such space for the Sublessee, and/or a work allowance payable by Tenant for
such changes made by the Sublessee, plus (iv) the amount of any customary
brokerage commissions, advertising and marketing expenses and reasonable legal
fees paid by Tenant in connection with the Sublease and all costs incurred
pursuant to Section
5.04 of this Lease.  “Other
Sublease Consideration” means all sums paid for the furnishing of
services by Tenant and the sale or rental of Tenant’s fixtures, leasehold
improvements, equipment, furniture or other personal property less, in the case
of the sale thereof, the then net unamortized or undepreciated cost thereof
determined on the basis of Tenant’s federal income tax returns.

     

    
      
        
        

      

      
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    (b) Upon any assignment of
this Lease, subject to the rights of Prime Landlord under the Prime Lease,
Tenant shall pay to Landlord fifty (50%) percent of the Assignment Consideration
received by Tenant for such Assignment, after deducting therefrom the amount of
any costs reasonably incurred by Tenant in making changes in the layout and
finish of such space for the Assignee, and/or a work allowance payable by Tenant
for such changes made by the Assignee, customary brokerage commissions,
advertising and marketing expenses and reasonable legal fees paid by Tenant in
connection with such Assignment and all costs incurred pursuant to Section
5.04 of this Lease.  “Assignment
Consideration” means an amount equal to all sums and other considerations
paid to Tenant by the Assignee for or by reason of such Assignment (including,
without limitation, sums paid for the furnishing of services by Tenant and the
sale or rental of Tenant’s fixtures, leasehold improvements, equipment,
furniture, furnishings or other personal property, less, in the case of a sale
thereof, the then net unamortized or undepreciated cost thereof determined on
the basis of Tenant’s federal income tax returns).

     

    (c)   The foregoing
provisions of this Section
5.07 shall not apply to Special Licenses or to an assignment of this
Lease that is permitted under Section
5.02(b).

     

     

    ARTICLE
6.

     

    SUBORDINATION;
DEFAULT; INDEMNITY

     

    6.01. Subordination.  This
Lease is a sublease and is and shall remain subject and subordinate to the Prime
Lease and all matters to which the Prime Lease is or shall be or become
subordinate.  The foregoing provisions shall be self-operative and no
further instrument of subordination shall be required.  Tenant shall
execute, acknowledge and deliver any instrument reasonably requested by Prime
Landlord to evidence such subordination.  Tenant shall execute any
amendment of this Lease requested by Prime Landlord and approved by Landlord,
provided such amendment shall not result in any increase in Tenant’s monetary
obligations under this Lease or a material increase in Tenant’s other
obligations under this Lease or a material reduction in the benefits available
to Tenant.  In the event of the enforcement by Prime Landlord of the
remedies provided by law or by the Prime Lease, the termination or expiration of
the Prime Lease, or any re-entry or dispossess by Prime Landlord, Tenant, upon
request of Prime Landlord or any person  or party succeeding to the
interest of Prime Landlord (each, a “Successor
Landlord”), shall automatically become the tenant of such Successor
Landlord without change in the terms or provisions of this Lease (it being
understood that Tenant 

     

    
      
        
        

      

      
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shall, if requested, enter
into a new lease on terms identical to those in this Lease); provided,
that any Successor Landlord shall not be (i) liable for any act, omission
or default of any prior landlord (including, without limitation, Landlord);
provided, however, that if a contractual default of Landlord has occurred under
this Lease which is continuing and not monetary or personal in nature, such as,
but not necessarily limited to, a continuing failure to satisfy an obligation to
repair a portion of the Premises, or to furnish building services, then this
clause
(i) shall not be construed to relieve Successor Landlord of its
obligation in respect of such continuing default after such Successor Landlord
becomes the landlord under this Lease, provided that such Successor Landlord
shall be entitled to any notice and curative period prescribed in this Lease,
which notice and curative period shall be deemed to commence upon written notice
of the continuing default from the Tenant to such Successor Landlord given after
such Successor Landlord has acquired such ownership and provided, in the case of
a casualty or condemnation repair obligation, that such Successor Landlord has
obtained the insurance or condemnation proceeds as a condition precedent to such
Successor Landlord’s repair obligation under this Lease; (ii) liable for
the return of any monies or security paid to or on deposit with any prior
landlord (including, without limitation, Landlord), except to the extent such
monies or deposits are delivered to such Successor Landlord; (iii) subject to
any offset, deduction, claims or defense that Tenant might have against any
prior landlord (including, without limitation, Landlord); (iv) bound by any
Rent which Tenant might have paid for more than the current month (other than
the first installment of Fixed Rent paid to Landlord simultaneous with Tenant’s
execution and delivery of this Lease and those sums paid pursuant to an
estimate) to any prior landlord (including, without limitation, Landlord) unless
actually received by such Successor Landlord; (v) bound by any covenant to
perform or complete any work or construction in connection with the Project or
the Premises or to pay any sums to Tenant in connection therewith after the
Commencement Date of this Lease; or (vi) bound by any waiver or forbearance
under, or any amendment, modification, abridgment, cancellation or surrender of,
this Lease made without the consent of such Successor Landlord.  Upon
request by such Successor Landlord, Tenant shall execute and deliver an
instrument or instruments, reasonably requested by such Successor Landlord,
confirming the attornment provided for herein, but no such instrument shall be
necessary to make such attornment effective.  Provided no Event of
Default is continuing under this Lease, Landlord will enforce any subordination,
non-disturbance and attornment agreements (“SNDA’s”)
in its favor as described in paragraph 6.01 of the Prime Lease if necessary to
preserve this Lease against the enforcement of the remedies of the holder of any
Superior Mortgage or Superior Lease which is a party to any such SNDA, provided
that Landlord makes no representation and gives no assurance to Tenant that any
such SNDA is  legally sufficient to provide such
protection.

    

     

    6.02. Estoppel
Certificate.  Each party shall, at any time and from time to
time, within twenty (20) days after request by the other party, execute and
deliver to the requesting party (or to such person or entity as the requesting
party may designate) a statement certifying whether or not this Lease is
unmodified and in full force and effect (or if there have been modifications,
stating the modifications), certifying the Commencement Date, the Expiration
Date and the dates to which the Fixed Rent, Additional Charges and the Electric
Charge have been paid, the amount of Fixed Rent, the Tax Payment, Operating
Payment and the Electric Charge then payable under this Lease and whether or not
any amount of Rent has been paid more than one (1) month in advance, whether or
not Tenant is in possession of the Premises, whether or not all improvements
required to be constructed or Work required to be performed by Landlord have
been completed in accordance with the terms of this Lease, and whether or not,
to the best knowledge of such party, the other party is in default in
performance of any of its obligations under this Lease, and, if so, specifying
each such default of which such party has knowledge, it being intended that any
such statement may be relied upon by the party to which such statement is
addressed.

     

    
      
        
        

      

      
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    6.03. Default.  This
Lease and the term and estate hereby granted are subject to the limitation
that:

     

    (a) (i)           if
Tenant defaults in the payment of any Rent, and such default continues for five
(5) Business Days in the case of Fixed Rent (or ten (10) Business Days in the
case of Additional Charges) after Landlord gives to Tenant a written notice
specifying such default; or

     

    (ii) If Tenant defaults in the
payment of any amount that is required to be paid by Tenant to any party
pursuant to the Prime Landlord’s Consent (as hereinafter defined), and such
default continues for five (5) Business Days after Tenant shall have been given
notice of the default by Landlord or Prime Landlord; or

     

    (b) if Tenant defaults in the
keeping, observance or performance of any covenant or agreement of Tenant under
this Lease or the Prime Landlord’s Consent(other than a default of the character
referred to in Section
6.03(a), (c),
(d),
(e),
(f)
or (g)
hereof) and if such default continues and is not cured within twenty (20) days
after Landlord gives to Tenant a notice specifying the same, or, in the case of
a default which for causes beyond Tenant’s reasonable control cannot with due
diligence be cured within such period of twenty (20) days, if Tenant shall not
immediately upon the receipt of such notice, (i) advise Landlord of Tenant’s
intention duly to institute all steps necessary to cure such default and (ii)
institute and thereafter diligently and continuously prosecute to completion all
steps necessary to cure the same;

     

    (c) if this Lease or the
estate hereby granted would, by operation of law or otherwise, devolve upon or
pass to any person or entity other than Tenant, except as expressly permitted by
Article
5; or

     

    (d) if Tenant shall abandon
the Premises (meaning the vacating of the Premises without provision being made
for the prevention of waste and for the presence of security personnel and
periodic inspection, it being understood that vacating the Premises shall not,
in and of itself, constitute abandonment nor be prohibited); or

     

    (e) if a default of the kind
set forth in Section
6.03(a) (or Section
6.03(b)) shall occur and have been cured, and if a similar default shall
occur more than two (2) times (or three (3) times in the case of a default under
Section
6.03(b)) within the next three hundred sixty-five (365) days, whether or
not such similar defaults are cured within the applicable notice and cure
period; or

     

    (f) if (i) Tenant or Guarantor
(as hereinafter defined) shall commence a case in bankruptcy, or under any
insolvency laws, naming Tenant or Guarantor as a debtor, or (ii) any other
person shall commence a case in bankruptcy, or under any insolvency laws, naming
Tenant or Guarantor as a debtor, and such case shall not have been discharged
within ninety (90) days of the commencement thereof, or (iii) Tenant or
Guarantor shall make an assignment for the benefit of creditors or any other
arrangement involving all or substantially all of its assets under any state
statute, or (iv) a receiver or trustee shall be appointed for Tenant or
Guarantor or for all or any portion of the property of Tenant or Guarantor in
any proceeding, which receivership shall not have been set aside within ninety
(90) days of such appointment; or

     

    
      
        
        

      

      
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    (g) if Tenant fails to
maintain any of the insurance required to be maintained by Tenant hereunder or
to deliver certificates or copies thereof when required hereunder and Tenant
fails to remedy such default within three (3) Business Days after notice by
Landlord to Tenant specifying such default, provided that the foregoing shall be
subject to the provisions of Section
7.02;

     

    then,
in any of such cases (herein collectively called “Events
of Default”, and individually, an “Event
of Default”), in addition to any other remedies available to Landlord at
law or in equity, Landlord shall be entitled to give to Tenant a notice of
intention to end the Term at the expiration of five (5) days from the date of
the giving of such notice, and, in the event such notice is given, this Lease
and the term and estate hereby granted shall terminate upon the expiration of
such five (5) days with the same effect as if the last of such five (5) days
were the Expiration Date, but Tenant shall remain liable for damages as provided
herein or pursuant to law.

     

    6.04. Re-entry
by Landlord.  If Tenant defaults in the payment of any Rent and
such default continues for five (5) Business Days in the case of Fixed Rent (or
ten (10) Business Days in the case of Additional Charges) after Landlord gives
to Tenant a written notice specifying such default, or if this Lease shall
terminate as in Section
6.03 provided, Landlord or Landlord’s agents and servants may immediately
or at any time thereafter re-enter into or upon the Premises, or any part
thereof, either by summary dispossess proceedings or by any suitable action or
proceeding at law, without being liable to indictment, prosecution or damages
therefor, and may repossess the same, and may remove any persons therefrom, to
the end that Landlord may have, hold and enjoy the Premises.  The
words “re-enter” and “re-entering” as used in this Lease are not restricted to
their technical legal meanings.  Upon such termination or re-entry,
Tenant shall pay to Landlord any Rent then due and owing (in addition to any
damages payable under Section 6.05).

     

    6.05. Damages.  If
this Lease is terminated under Section
6.03, or if Landlord re-enters the Premises under Section
6.04, Tenant shall pay to Landlord as damages, at the election of
Landlord, either:

     

    (a) a sum which, at the time
of such termination, represents the then present value (discounted at six (6%)
percent) of the excess, if any, of (1) the aggregate of the Rent which, had this
Lease not terminated, would have been payable hereunder by Tenant for the period
commencing on the day following the date of such termination or re-entry to and
including the Expiration Date over (2) the aggregate fair rental value of the
Premises for the same period (for the purposes of this clause
(a) the amount of Additional Charges which would have been payable by
Tenant under Section
2.03 and Section
2.04 shall, for each calendar year ending after such termination or
re-entry, be deemed to be an amount equal to the amount of such Additional
Charges payable by Tenant for the calendar year immediately preceding the
calendar year in which such termination or re-entry shall occur),
or

     

    
      
        
        

      

      
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    (b) sums equal to the Rent
that would have been payable by Tenant through and including the Expiration Date
had this Lease not terminated or had Landlord not re-entered the Premises,
payable upon the due dates therefor specified in this Lease; provided,
that if Landlord shall relet all or any part of the Premises for all or any part
of the period commencing on the day following the date of such termination or
re-entry to and including the Expiration Date, Landlord shall credit Tenant with
the net rents received by Landlord from such reletting, such net rents to be
determined by first deducting from the gross rents as and when received by
Landlord from such reletting the expenses incurred or paid by Landlord in
terminating this Lease and of re-entering the Premises and of securing
possession thereof, as well as the expenses of reletting, including, without
limitation, altering and preparing the Premises for new tenants, brokers’
commissions, and all other expenses properly chargeable against the Premises and
the rental therefrom in connection with such reletting, it being understood that
any such reletting may be for a period equal to or shorter or longer than said
period; provided,
further,
that (i) in no event shall Tenant be entitled to receive any excess of such net
rents over the sums payable by Tenant to Landlord under this Lease, (ii) in no
event shall Tenant be entitled, in any suit for the collection of damages
pursuant to this Section
6.05(b), to a credit in respect of any net rents from a reletting except
to the extent that such net rents are actually received by Landlord prior to the
commencement of such suit, (iii) if the Premises or any part thereof should be
relet in combination with other space, then proper apportionment on a square
foot rentable area basis shall be made of the rent received from such reletting
and of the expenses of reletting and (iv) Landlord shall have no obligation
to so relet the Premises and Tenant hereby waives any right Tenant may have, at
law or in equity, to require Landlord to so relet the Premises.

     

    Suit
or suits for the recovery of any damages payable hereunder by Tenant, or any
installments thereof, may be brought by Landlord from time to time at its
election, and nothing contained herein shall require Landlord to postpone suit
until the date when the Term would have expired but for such termination or
re-entry.

     

    6.06. Other
Remedies.  Nothing contained in this Lease shall be construed
as limiting or precluding the recovery by Landlord against Tenant of any sums or
damages to which, in addition to the damages particularly provided above,
Landlord may lawfully be entitled by reason of any default hereunder on the part
of Tenant; provided, that, except for a holdover by Tenant, Landlord shall not
be entitled to recover consequential damages from Tenant for the default of
Tenant under this Lease, it being agreed that the damages provided for in this
Article
6 are not consequential damages and Landlord shall be entitled to recover
damages as provided in this Article
6; provided,
however,
that Tenant shall be obligated to indemnify and hold harmless Landlord and any
Indemnified Party (as hereinafter defined) against and from any consequential
damages which any third-party seeks to recover against Landlord or any
Indemnified Party in connection with any claim against which Tenant is required
to indemnify Landlord or any Indemnified Party pursuant to Section
6.12(b) of this Lease.  Anything in this Lease to the contrary
notwithstanding, during the continuation of any default by Tenant beyond any
applicable notice and cure period, Tenant shall not be entitled to exercise any
rights or options, or to receive any funds or proceeds being held, under or
pursuant to this Lease.

     

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

     

    
      
        
        

      

      
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    6.08. Certain
Waivers.  Tenant waives and surrenders all right and privilege
that Tenant might have under or by reason of any present or future law to redeem
the Premises or to have a continuance of this Lease after Tenant is dispossessed
or ejected therefrom by process of law or under the terms of this Lease or after
any termination of this Lease.  Tenant also waives the provisions of
any law relating to notice and/or delay in levy of execution in case of any
eviction or dispossession for nonpayment of rent, and the provisions of any
successor or other law of like import.  Landlord and Tenant each waive
trial by jury in any action in connection with this Lease.

     

    6.09. No
Waiver.  Failure by either party to declare any default
immediately upon its occurrence or delay in taking any action in connection with
such default shall not waive such default but such party shall have the right to
declare any such default at any time thereafter.  Any amounts paid by
Tenant to Landlord may be applied by Landlord, in Landlord’s discretion, to any
items then owing by Tenant to Landlord under this Lease.  Receipt by
Landlord of a partial payment shall not be deemed to be an accord and
satisfaction (notwithstanding any endorsement or statement on any check or any
letter accompanying any check or payment) nor shall such receipt constitute a
waiver by Landlord of Tenant’s obligation to make full payment.  No
act or thing done by Landlord or its agents 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.

     

    6.10. Holding
Over.  (a)  Landlord and Tenant recognize that the
damage to Landlord resulting from any failure by Tenant to timely surrender
possession of the Premises may be substantial, may exceed the amount of the Rent
theretofore payable hereunder, and will be impossible to accurately
measure.  Tenant therefore agrees that if possession of the Premises
is not surrendered to Landlord on or before the Expiration Date or sooner
termination of this Lease, in addition to any other rights or remedies Landlord
may have hereunder or at law or at equity, for each month or any part of a month
that such possession is not surrendered to Landlord, Tenant shall (i) pay as
holdover rental an amount equal to the Holdover Percentage (as hereinafter
defined) multiplied by the greatest
of (x) one-twelfth (1/12) of the fair market annual rental value of the
Premises, (y) the Rent which Tenant was obligated to pay for the month
immediately preceding the end of the Term or (z) if the term of the Prime Lease
shall have expired or sooner terminated, the holdover rental and other sums that
Landlord is required to pay to Prime Landlord pursuant to Section
5.10 of the Prime Lease; (ii) if such holdover shall continue beyond the
date which is thirty (30) days after the date of expiration or sooner
termination of this Lease, be liable to Landlord for and indemnify Landlord
against any direct damages (including, without limitation, payment or rent
concession which Landlord may be required to make to any tenant obtained by
Landlord for all or any part of the Premises (a “New
Tenant”)) (collectively, “Direct
Damages”)) by reason of the late delivery of space to the New Tenant as a
result of Tenant’s holding over or in order to induce such New Tenant not to
terminate its lease by reason of the holding over by Tenant; and (iii) if such
holdover shall continue beyond the date which is thirty (30) days after the date
of expiration or sooner termination of this Lease, be liable to Landlord for and
indemnify Landlord against (x) any Direct Damages (without duplication of
Tenant’s obligation to pay Landlord Direct Damages under Section 6.10(a)(ii)),
(y) the loss of the benefit of the bargain if any New Tenant shall terminate its
lease by reason of the holding over by Tenant and (z) any claim for damages by
any New Tenant.  Tenant agrees to cooperate with Landlord and such New
Tenant and allow Landlord and/or such New Tenant reasonable access to any
portion of the Premises as shall be necessary in order to take measurements
thereof or in connection with any preparatory work.  The term “Holdover
Percentage”, as used herein, means (i) 150% during the first thirty (30)
days of any such holdover and (ii) 200% at all times thereafter.

     

    
      
        
        

      

      
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    (b) No holding-over by Tenant,
nor the payment to Landlord of the amounts specified above, shall operate to
extend the Term hereof.  Nothing herein contained shall be deemed to
permit Tenant to retain possession of the Premises after the Expiration Date or
sooner termination of this Lease, 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 Section
6.10.

     

    (c) The acceptance of any rent
paid by Tenant pursuant to this Section 6.10
shall not preclude Landlord from commencing and prosecuting a holdover or
summary eviction proceeding, and the provisions of this Section
6.10 shall be deemed to be an “agreement expressly providing otherwise”
within the meaning of Section 232-c of the Real Property Law of the State of New
York.  Tenant expressly waives, for itself and for any person or
entity claiming through or under Tenant, any rights which Tenant or any such
person or entity 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 provisions of this Lease.

     

    6.11. Attorneys’
Fees.  If either party brings suit upon the other party in
connection with this Lease, the non-prevailing party shall reimburse the
prevailing party within thirty (30) days after demand therefor for the
prevailing party’s reasonable attorneys’ fees and disbursements and court costs
incurred in connection therewith.  In the event any bankruptcy,
insolvency or other similar proceeding is commenced involving Tenant, Tenant
shall, within thirty (30) days after demand reimburse Landlord for any
reasonable attorneys’ fees and disbursements and court costs incurred by
Landlord in connection therewith.

     

    6.12. Nonliability
and Indemnification.  (a) Neither Landlord nor any partner,
member, director, officer, shareholder, principal, agent, servant or employee of
Landlord, shall be liable to Tenant for (i) any loss, injury or damage to Tenant
or to any other person, or to its or their property, irrespective of the cause
of such injury, damage or loss, nor shall the aforesaid parties be liable for
any loss of or damage to property of Tenant or of others entrusted to employees
of Landlord; provided,
that, except to the extent of the release of liability and waiver of subrogation
provided in Section
7.03 hereof, the foregoing shall not be deemed to relieve Landlord of any
liability to the extent resulting from the negligence or willful misconduct of
Landlord or any person (other than Prime Landlord) claiming through or under
Landlord or any of their respective partners, members, directors, officers,
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(ii) any loss, injury or
damage described in clause
(i) above caused by other tenants or persons in, upon or about the
Building, or caused by operations in construction of any private, public or
quasi-public work, or caused by Prime Landlord or any person or party claiming
through or under Prime Landlord, or caused by any of the respective partners,
members, directors, officers, shareholders, principals, agents, employees or
contractors of any of the persons or parties set forth in the foregoing
provisions of this clause (ii), or (iii) even if negligent or constituting
willful misconduct, any consequential damages arising out of any loss of use of
the Premises or any equipment, facilities or other Tenant’s Property therein or
any default by Landlord under this Lease.  Furtherance, the cessation
or interruption of any Landlord Services, or the failure of Prime Landlord to
provide any services or repairs or to otherwise perform any of its obligations
under the Prime Lease shall not give rise to any (i) abatement, diminution or
reduction of any of the Rents payable under this Lease or any of the obligations
of Tenant under this Lease, (ii) constructive eviction of Tenant, whether in
whole or in part, or (iii) liability on the part of Landlord, provided that the
foregoing shall not be construed to relieve Landlord of any of Landlord’s
obligations under Section
3.01 hereof to enforce the obligations of Prime Landlord under the Prime
Lease in accordance with the terms of said Section.

    

     

    (b) Tenant shall indemnify and
hold harmless Landlord its respective partners, members, directors, officers,
shareholders, principals, agents and employees (each, an “Indemnified
Party”), from and against any and all claims arising from or in
connection with (i) from and after the Commencement Date, the conduct or
management of the Premises or of any business therein, or any work or thing
done, or any condition created, in or about the Premises, (ii) any act, omission
or negligence of Tenant or any person claiming through or under Tenant or any of
their respective partners, members, directors, officers, shareholders,
principals, agents, employees or contractors, (iii) from and after the
Commencement Date, any accident, injury or damage occurring in, at or upon the
Premises, (iv) any default by Tenant in the due performance or due observance of
any of the terms, covenants, conditions and provisions of this Lease to be
observed or performed by Tenant, (v) any entry upon or work done at the Premises
prior the Commencement Date by Tenant, any of Tenant’s employees, agents,
consultants, representatives  or contractors or anyone claiming under
or through any of the foregoing parties (provided that Tenant shall not be
permitted access to the Premises prior to the Commencement Date unless and only
to the extent that such access is permitted under Section
1.06 hereof or by a separate written agreement (excluding this Lease)
executed and delivered by Landlord and Tenant), and (vi) any brokerage
commission or similar compensation claimed to be due by reason of any proposed
underletting or assignment by Tenant together with all costs, expenses and
liabilities incurred in connection with each such claim or action or proceeding
brought thereon, including, without limitation, all reasonable attorneys’ fees
and disbursements; provided,
that the foregoing indemnity shall not apply to the extent such claim results
from the negligence (other than negligence to which the release of liability and
waiver of subrogation provided in Section
7.03 below applies) or willful misconduct of the Indemnified
Party.  If any action or proceeding is brought against any Indemnified
Party by reason of any such claim, Tenant, upon notice from such Indemnified
Party, shall resist and defend such action or proceeding (by counsel reasonably
satisfactory to such Indemnified Party, it being agreed that counsel selected by
Tenant’s insurance carrier shall be deemed satisfactory to such Indemnified
Party).

     

    
      
        
        

      

      
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    ARTICLE
7.

     

    INSURANCE;
CASUALTY; CONDEMNATION

     

    7.01. Compliance
with Insurance Standards.  (a) Tenant shall not violate, or
permit the violation of, any condition imposed by any insurance policy then
issued in respect of the Project and shall not do, or permit anything to be
done, or keep or permit anything to be kept in the Premises, which would subject
Landlord, Prime Landlord, any Superior Lessor or any Superior Mortgagee to any
liability or responsibility for personal injury or death or property damage, or
which would increase any insurance rate in respect of the Project over the rate
which would otherwise then be in effect or which would result in insurance
companies of good standing refusing to insure (i) the Project in amounts
reasonably satisfactory to Prime Landlord or (ii) the Prime Lease Premises (as
hereinafter defined) in amounts reasonably satisfactory to Landlord, or which
would result in the cancellation of, or the assertion of any defense by the
insurer in whole or in part to claims under, any policy of insurance in respect
of the Project or the Premises.

     

    (b) If, by reason of any
failure of Tenant to comply with this Lease, the premiums on Landlord’s
insurance on the Premises shall be higher than they otherwise would be, Tenant
shall reimburse Landlord, within twenty (20) days after demand, for that part of
such premiums attributable to such failure on the part of
Tenant.  Tenant shall also pay to Landlord, within twenty (20) days
after demand, all sums and amounts that Landlord becomes liable to pay to Prime
Landlord pursuant to Section
7.01(b) of the Prime Lease by reason of the failure of Tenant to comply
with any of the provisions of this Lease.  A schedule or “make up” of
rates for the Project or the Premises, as the case may be, issued by the New
York Fire Insurance Rating Organization (any successor organization thereto) or
other similar body making rates for insurance for the Project or the Premises,
as the case may be, shall be conclusive evidence of the facts therein stated and
of the several items and charges in the insurance rate then applicable to the
Project or the Premises, as the case may be.

     

    7.02. Tenant’s
Insurance.  Tenant shall maintain at all times commencing on
the Commencement Date and continuing through the Expiration Date (i) “all risk”
property insurance covering all Alterations, improvements and installations made
in the Premises by Tenant or any Tenant Party (herein collectively called the
“Tenant
Leasehold Improvements”), and Tenant’s Property (but not the FF&E or
any Alteration made by Landlord, which shall remain the obligation of Landlord
to insure at its sole expense, except that Tenant, and not Landlord, shall be
obligated to insure at Tenant’s expense any Alterations made by Landlord in
connection with exercising any of Landlord’s rights under this Lease to cure or
attempt to cure a default by Tenant under this Lease), to a limit of not less
than the full replacement cost (subject to commercially reasonable deductibles
normally carried by prudent tenants) thereof, (ii) commercial general
liability insurance including, but not limited to, premises/operations, broad
form contractual, products/completed operations, and full personal
injury and coverage for the acts of independent contractors for any
occurrence in or about the Premises and the conduct or operation of business
therein, with Landlord and its managing agent, if any, and all other designees
of Landlord whose names and addresses shall have been furnished to Tenant by
Landlord, as additional insureds, with limits of not less than One Million
Dollars ($1,000,000) for bodily injury and property damage liability on a per
occurrence and per location basis, (iii) when Alterations are in process, the
insurance required to be maintained by Tenant pursuant to Section
4.01 hereof, (iv) umbrella liability insurance providing excess
coverage over all 

     

    
      
        
        

      

      
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coverages included in the
commercial general liability policy noted in clause
(ii) above, with Landlord, Prime Landlord and its managing agent, if any,
and all other designees of Landlord whose names and addresses shall have been
furnished to Tenant, as additional insureds, with limits of not less than Five
Million Dollars ($5,000,000) for bodily injury and property damage liability in
any one occurrence, and (v) worker’s compensation insurance, as required by
Law, with employers’ liability limits of not less than the statutory
limit.  The limits of such insurance shall not limit the liability of
Tenant.  Upon the execution of this Lease, Tenant shall deliver to
Landlord such certificates of insurance, in form reasonably satisfactory to
Landlord  and Prime Landlord, issued by the insurance company or its
authorized agent.  Landlord agrees that the insurance coverages set
forth on the certificate of insurance attached hereto as Exhibit
F and made a part hereof set forth all of the insurance coverages
presently required to be maintained by Tenant pursuant to this Section
7.02.  Tenant shall procure for renewals of such insurance from
time to time before the expiration thereof, and Tenant shall deliver to Landlord
such renewal certificate thereof at least ten (10) days before the expiration of
any existing policy.  All such policies shall be issued by companies
of recognized responsibility licensed to do business in New York State and rated
by Best’s Insurance Reports or any successor publication of comparable standing
as A-/IX or better or the then equivalent of such rating, and all such policies
shall contain a provision whereby the same cannot be canceled, allowed to lapse
or modified unless Landlord and all additional insureds are given at least
thirty (30) days’ prior written notice of such cancellation, lapse or
modification.  Landlord may from time to time require that the amount
of the insurance to be maintained by Tenant under this Section
7.02 or Section
4.01 hereof be increased (or other types of coverage carried hereunder be
supplemented) to such amounts (or such other coverages) as are then being
customarily required by prudent landlords of First Class Office Buildings (as
defined in the Prime Lease).

    

     

    7.03. Subrogation
Waiver.  Landlord and Tenant shall each include in each of its
insurance policies (insuring the Landlord’s property in the Prime Lease
Premises, in case of Landlord, and insuring Tenant’s Property and Improvements
and Betterments in the case of Tenant, against loss, damage or destruction by
fire or other casualty) a waiver of the insurer’s right of subrogation against
the other party during the Term or, if such waiver should be unobtainable or
unenforceable, (a) an express agreement that such policy shall not be
invalidated if the assured waives the right of recovery against any party
responsible for a casualty covered by the policy before the casualty or (b) any
other form of permission for the release of the other party.  Each
party hereby releases the other party with respect to any claim (including a
claim for negligence) which it might otherwise have against the other party for
loss, damage or destruction with respect to its property occurring during the
Term to the extent to which it is, or is required to be, insured under a policy
or policies containing a waiver of subrogation or permission to release
liability.  Tenant shall also include in its insurance policies a
waiver of subrogation in favor of Prime Landlord to the extent that such waiver
is required to be obtained by the tenant under the Prime Lease, and Tenant
hereby releases Prime Landlord and anyone claiming through or under Prime
Landlord by way of subrogation or otherwise, to the extent that the tenant under
the Prime Lease released the Prime Landlord and/or the Prime  Landlord
was released of liability pursuant to the provisions of the Prime
Lease.  Tenant shall cause its insurance carriers to include any
clauses or endorsements in favor of Prime Landlord as the tenant under the Prime
Lease is required to provide in favor of Prime Landlord pursuant to the terms of
the Prime Lease.  Nothing contained in this Section
7.03 shall be deemed to relieve either party of any duty imposed
elsewhere in this Lease to repair, restore or rebuild or to nullify any
abatement of rents provided for elsewhere in this Lease.

    
      
        
        

      

      
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    7.04. Casualty.  (a)
If the Building or the Premises shall be partially or totally damaged or
destroyed by fire or other casualty (each, a “Casualty”)
and if the Prime Lease shall not have expired and is not terminated pursuant to
any of the terms of the Prime Lease, then (i) as provided in the Prime Lease,
Prime Landlord is required to repair and restore the Building and the Premises
(excluding Tenant’s Property, the FF&E and the General Leasehold
Improvements (as hereinafter defined)), (ii) Landlord shall repair and restore
(to substantially the condition existing immediately prior to the Casualty), the
Landlord Leasehold Improvements (as hereinafter defined) and repair and restore,
or at Landlord’s option, replace the FF&E, with reasonable dispatch after
the Casualty and (iii) Tenant shall repair and restore (to substantially the
condition existing immediately prior to the Casualty), in accordance with
Article 4 hereof, all of the Tenant Leasehold Improvements and repair and
restore, or at Tenant’s option, replace Tenant’s Property, with reasonable
dispatch after the Casualty. The term “General
Leasehold Improvements”, as used in this Lease, means Tenant Leasehold
Improvements and Landlord Leasehold Improvements (as hereinafter defined),
collectively.  The term “Landlord
Leasehold Improvements”, as used in this Lease, means all improvements
and installations existing in the Premises as of the Commencement Date,
excluding, however, all Tenant Leasehold Improvements, if any, performed by
Tenant or any Tenant Party prior to the Commencement Date.  Landlord
or Tenant, as applicable, in performing its repair, restoration or replacement
obligations under this Section
7.04(a), may in performing such repairs, restorations or replacements,
substitute materials (including, without limitation, FF&E) of substantially
equal or better quality for any materials existing in the Premises immediately
prior to the Casualty.

     

    (b) If all or part of the
Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent
and the Additional Charges under Section
2.03 and Section 2.04
shall be abated in the proportion to the abatement of Rent that Landlord
receives under the Prime Lease with respect to the Rent payable solely in
respect of the Premises demised hereunder, and such abatement in favor of Tenant
shall continue only for as long as such abatement is given to Landlord as tenant
under the Prime Lease solely with respect to the Premises demised
hereunder.

     

    (c) Landlord shall not be
required to carry any insurance on any of the Tenant Leasehold Improvements or
Tenant’s Property and shall not be obligated to repair or replace any of the
Tenant Leasehold Improvements or Tenant’s Property.  Tenant shall look
solely to its insurance for recovery of any damage to or loss of any of the
Tenant Leasehold Improvements or Tenant’s Property.  Tenant shall
notify Landlord promptly of any Casualty in the Premises.  Landlord,
at its expense, will carry insurance on the FF&E and the Landlord Leasehold
Improvements upon the terms set forth in Exhibit
H attached hereto and made a part hereof.

     

    
      
        
        

      

      
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    (d) Tenant hereby assigns to
Landlord all rights to receive the proceeds of all insurance policies covering
all Tenant Leasehold Improvements, and agrees that all proceeds from such
insurance policies shall be paid by Tenant’s insurer directly to Landlord, and
Tenant shall cause the applicable policies to be so endorsed to provide such
direct payment to Landlord.  If and to the extent that Landlord
receives any such proceeds from such policies maintained by Tenant and/or
Landlord covering any of the Tenant Leasehold Improvements, and provided that no
Event of Default hereunder is continuing, Landlord will disburse such proceeds
to Tenant to pay the reasonable costs incurred by Tenant (and reasonably
documented by Tenant to Landlord) to repair or replace the damaged or destroyed
Tenant Leasehold Improvements, provided that the disbursement of such proceeds
by Landlord shall be subject to such terms and conditions as Landlord may impose
consistent with those customarily imposed by prudent landlords of first-class
office buildings located in midtown Manhattan, New York City (or by mortgage
lenders to such buildings), upon the disbursement by them of casualty insurance
proceeds to their tenants or borrowers (having creditworthiness similar to
Tenant) for similar purposes, and provided, further, that if this Lease shall
terminate or expire, any such proceeds that shall not have theretofore been
disbursed by Landlord to Tenant shall be and become the property of Landlord,
free and clear of any claim thereto by Tenant.  If Tenant at anytime
receives any proceeds from insurance covering any of the General Leasehold
Improvements or the FF&E, Tenant shall hold the same in trust for Landlord
and promptly pay such proceeds over to Landlord.  Tenant shall have no
right to and shall not pledge, encumber, assign or hypothecate any of such
proceeds, except in favor of Landlord.  All adjustments of insurance
claims relating to damage to (i) any of Landlord Leasehold Improvements or the
FF&E shall be made by Landlord, and (ii) any of Tenant Leasehold
Improvements or Tenant’s Property shall be made by Tenant, subject to the prior
written consent of Landlord, not to be unreasonably withheld or
delayed.

     

    (e) Notwithstanding anything
herein contained to the contrary, provided that Landlord maintains in force and
effect the insurance it is required hereunder to maintain on the Landlord
Leasehold Improvements and FF&E, Landlord shall have no liability to Tenant
if the casualty insurance proceeds received  by Landlord with respect
to such insurance is insufficient to pay for the cost of repairing or restoring
the damaged Landlord Leasehold Improvements or FF&E, and Landlord shall not
be obligated to repair, restore or replace any such improvements or the FF&E
unless Tenant pays to Landlord the amount of such insufficiency, and Tenant
hereby agrees to pay the same to Landlord within thirty (30) days after notice
and demand given by Landlord.  Furthermore, Landlord shall have no
liability to Tenant if the proceeds of insurance received by Landlord from
Tenant’s policy of insurance covering the Tenant Leasehold Improvements is
insufficient to pay the cost of repairing or restoring such improvements, and
Landlord shall not be obligated to pay over to Tenant any of the proceeds of
such insurance for reimbursing Tenant for the cost of repairing or restoring any
damaged Tenant Leasehold Improvements unless Tenant deposits with Landlord the
amount of such insufficiency or Tenant performs, at its own cost and expense,
sufficient repairs and restoration to the Tenant Leasehold Improvements (in
compliance with the terms of this Lease) so that the cost to complete all such
repairs and restorations thereof, as reasonably estimated by Landlord, shall not
exceed the insurance proceeds received by Landlord with respect to the damaged
Tenant Leasehold Improvements.

     

    7.05.  This
Section
7.06 shall be deemed an express agreement governing any damage or
destruction of the Premises by fire or other casualty, and Section 227 of the
New York Real Property Law providing for such a contingency in the absence of an
express agreement, and any other law of like import now or hereafter in force,
shall have no application.

     

    
      
        
        

      

      
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    ARTICLE
8.

     

    LANDLORD’S
WORK

     

    8.01. Landlord’s
Work.  Landlord, or its designated contractor(s), at Landlord’s
expense, shall perform or cause to be performed the work described on Exhibit A
annexed hereto (“Landlord’s
Work”) in accordance with the provisions thereof.  Landlord’s
Work shall be deemed to have been substantially completed on the date on which
Landlord’s Work has been completed, other than (a) minor details or adjustments,
(b) items which, in accordance with good construction practice, should be
performed after completion of Alterations to be performed by Tenant (such items
in clauses
(a) and (b)
hereinafter collectively, the “Punch-List
Items”) and (c) any part of Landlord’s Work that is not completed
due solely to Tenant Delay; provided that Landlord shall complete the Punch-List
Items within forty-five (45) days of substantial completion of Landlord’s Work,
subject to extension due to delays caused by Force Majeure or Tenant
Delay.  Any dispute between Landlord and Tenant under this Section
8.01 in determining whether Landlord’s Work is substantially completed
shall be submitted to expedited arbitration in accordance with the provisions of
Section
9.08(b).

     

    8.02. Tenant
Delay.  The term “Tenant
Delay” shall mean any delay (other than a delay solely attributable to
Force Majeure or to Landlord, its employees or agents) that Landlord may
encounter in commencing or performing any of Landlord’s obligations under this
Lease, including, without limitation, Landlord’s Work (or any portion thereof)
or Landlord’s other obligations pursuant to this Article
8 by reason of any act, neglect, failure or omission by Tenant, its
agents, servants, employees, contractors or subcontractors, including, without
limitation, delays due to changes in or additions to Landlord’s Work requested
by Tenant and accepted by Landlord, delays in the submission of information or
plans by Tenant to Landlord, delays in the giving of any authorizations or
approvals by Tenant to Landlord and/or delays due to corrections made, or
required to be made, by Landlord due to any information or plans submitted to
Landlord.  Any dispute between Landlord and Tenant under this Section
8.02 in determining whether a Tenant Delay has occurred shall be
submitted to expedited arbitration in accordance with the provisions of Section
9.08(b).

     

    8.03. If any Supplemental HVAC
unit in the Premises is not in working order as of the Commencement Date, and
provided that Tenant gives Landlord written notice of such fact within ten (10)
days after the Commencement Date, Landlord shall make or cause to make the
necessary repairs to put such unit in working order, but thereafter, Landlord
shall not be responsible for any repairs to any of such units, and Tenant, at
Tenant’s expense, shall make all repairs needed to keep such units in working
order.  Notwithstanding the foregoing, in no event shall Landlord be
required to make or cause to be made any repairs to such unit if the need for
such repairs was caused by the acts or negligence of Tenant, its agents,
employees, invitees, licenses, subtenants, contractors or any person or entity
claiming under or through Tenant, other than Landlord (collectively, “Tenant
Parties” and individually, a “Tenant
Party”).  Landlord’s Work shall be warranted for a period of
six (6) months after the Commencement Date, but Landlord’s liability under such
warranty shall be limited to repairing or remedying any defects in Landlord’s
Work of which shall have given Landlord written notice within the aforesaid six
(6) month period, and in no event shall such warranty of Landlord cover any
damage or defects in or to Landlord’s Work caused by the acts or negligence of
Tenant or any Tenant Party.  Landlord also agrees to repair any
material damage to the Premises caused by Landlord’s moving out of the Premises
prior to the Commencement Date, provided that Tenant gives Landlord notice
describing such damage in reasonable detail, not later than five (5) Business
Days after the Commencement Date.   Tenant shall not make any
Alterations to any of the Supplemental HVAC units at the Premises without
Landlord’s prior written consent, which consent, notwithstanding anything
contained in this Lease to the contrary, Landlord may withhold in its sole and
absolute discretion and shall not be subject to a reasonable standing with
respect to such consent.

    
      
        
        

      

      
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    ARTICLE
9.

     

    MISCELLANEOUS
PROVISIONS

     

    9.01. Notice.  (a)  All
notices, demands, consents, approvals, advices, requests, waivers or other
communications which may or are required to be given by either party to the
other under this Lease shall be in writing and shall be given or rendered by (i)
hand delivery, (ii) certified or registered United States mail, postage prepaid,
return receipt requested, or (iii) expedited prepaid delivery service, either
commercial or United States Postal Service, with proof of delivery or attempted
delivery required, and addressed to the party to be notified at the address for
such party specified in the first paragraph of this Lease (and (A) in the case
of each notice to Landlord, to Landlord’s address specified in the first
paragraph of this Lease, Attention: General Counsel, with a copy to Herrick,
Feinstein LLP, 2 Park Avenue, New York, New York 10016,
Attention:  Benjamin F. Kursman, Esq., and (B) in the case of each
notice to Tenant, a copy of such notice shall be sent to Joel B. Singer, Esq.,
Attorney At Law, 100 West 57th
Street, New York, New York 10019).  Notices from either party may be
given by its respective attorney.

     

    (b) Such address may be
changed by any party in a written notice to the other parties hereto in the
manner provided for in Section
9.01(a).  A notice shall be deemed to have been given: in the
case of hand delivery, at the time of delivery or refusal to accept delivery; in
the case of registered or certified mail or expedited prepaid delivery, upon
delivery or refusal to accept delivery; or in the event of failure to deliver by
reason of changed address of which no notice was given or refusal to accept
delivery, as of the date of such failure or refusal.

     

    9.02. Severability.  If
any term or provision of this Lease, or the application thereof to any person or
circumstances shall to any extent be invalid or unenforceable, the remainder of
this Lease, or the application of such provision to persons or circumstances
other than those as to which it is invalid or unenforceable, shall not be
affected, and each provision of this Lease shall be valid and shall be
enforceable to the extent permitted by law.

     

    9.03. Certain
Definitions.  (a) “Landlord”
means only the owner, at the time in question, of the tenant’s entire interest
under the Prime Lease, so that in the event of any transfer or transfers of
title to such interest to a transferee that is not Controlled by, Controlling or
under common Control with the transferor and provided that such transfer is not
in violation of the Prime Lease, the transferor shall be and hereby is relieved
and freed of all obliga­tions of Landlord under this Lease accruing after
such transfer, and it shall be deemed, without further agreement, that such
transferee has assumed all obligations of Landlord during the period it is the
holder of the tenant’s interest under the Prime Lease; provided,
however,
that no such transfer shall release National Financial Partners Corp. from its
obligations under Section
9.24(b) of this Lease.

     

    
      
        
        

      

      
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    (b) “Landlord shall have no
liability to Tenant” or words of similar import mean that Tenant is not entitled
to terminate this Lease, or to claim actual or constructive eviction, partial,
or total, or to receive any abatement or diminution of Rent, or to be relieved
in any manner or any of its other obligations under this Lease, or to be
compensated for loss or injury suffered or to enforce any other right or kind of
liability whatsoever against Landlord under or with respect to this Lease or
with respect to Tenant’s use or occupancy of the Premises.

     

    9.04. Quiet
Enjoyment.  Provided this Lease is in full force and effect,
Tenant (and any person or entity claiming by, through or under Tenant who is
expressly permitted to enjoy the Premises pursuant to the terms of this Lease)
may peaceably and quietly have, hold and enjoy the Premises without hindrance by
Landlord or any Person lawfully claiming through or under Landlord, subject to
the terms and conditions of this Lease, the Prime Lease and all Superior Leases
and Superior Mortgages.

     

    9.05. Limitation
of Landlord’s Personal Liability.  Tenant shall look solely to
Landlord for the recovery of any judgment against Landlord, and none of
Landlord’s partners, officers, directors, shareholders or principals, direct or
indirect, disclosed or undisclosed, shall be subject to levy, execution or other
enforcement procedure for the satisfaction of Tenant’s remedies under or with
respect to this Lease or shall otherwise have any liability under or in
connection with this Lease.

     

    9.06. Counterclaims.  If
Landlord commences any summary proceeding or action for nonpayment of Rent or to
recover possession of the Premises, Tenant shall not interpose any counterclaim
of any nature or description in any such proceeding or action, unless Tenant’s
failure to interpose such counterclaim in such proceeding or action would result
in the waiver of Tenant’s right to bring such claim in a separate proceeding
under applicable law.

     

    9.07. Survival.  All
obligations and liabilities of Landlord or Tenant to the other which accrued
before the expiration or other termination of this Lease and all such
obligations and liabilities which by their nature or under the circumstances can
only be, or by the provisions of this Lease may be, performed after such
expiration or other termination, shall survive the expiration or other
termination of this Lease.  Without limiting the generality of the
foregoing, the rights and obligations of the parties with respect to any
indemnity under this Lease, and with respect to Tax Payments, Operating Payments
and any other amounts payable under this Lease, shall survive the expiration or
other termination of this Lease, subject to any limitation on survival expressly
contained in this Lease.

     

    9.08. Certain
Remedies.  (a)  If Tenant requests Landlord’s consent
and Landlord fails or refuses or delays to give such consent, Tenant shall not
be entitled to any damages for any withholding or delaying by Landlord of its
consent, it being intended that Tenant’s sole remedy shall be an action for
specific performance or injunction, and that such remedy shall be available only
in those cases where this Lease provides that Landlord shall not unreasonably
withhold or delay its consent.

     

    (b) No dispute relating to
this Lease or the relationship of Landlord and Tenant under this Lease shall be
resolved by arbitration unless this Lease expressly provides for such dispute to
be resolved by arbitration.  Any disputes which this Lease
expressly  provides may be determined by arbitration shall be rendered
by an expedited arbitration proceeding in accordance with the provisions of this
Section
9.08(b).  Any dispute submitted to arbitration pursuant to the
provisions of this Section
9.08(b) shall be held in the City of New York before a single arbitrator
under the Expedited Procedures provisions of the Commercial Arbitration Rules of
the AAA (as defined in Article
10 hereof), presently Rules E-1 through E-10.  The arbitrator
conducting any such arbitration shall be bound by the provisions of this Lease
(including, without limitation, this Section
9.08(b)) and shall not have the power to add to, subtract from or
otherwise modify such provisions, and the arbitrator shall consider only the
specific issues submitted to it for resolution.  The arbitrator shall
be a qualified, disinterested and impartial person who shall have had at least
ten (10) years experience in matters relating to the leasing of buildings in New
York similar to the Building.  Landlord and Tenant shall each have the
right to appear and be represented by counsel before said arbitrator and to
submit such data and memoranda in support of their respective positions in the
matter in dispute as may be reasonably necessary or appropriate in the
circumstances.  The decision of the arbitrator shall be conclusively
binding on the parties, and judgment upon the decision may be entered in any
court having jurisdiction.

     

    
      
        
        

      

      
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    (c) Any dispute as to whether
Landlord is unreasonably withholding or delaying its consent to a non-Material
Alteration requested to be made by Tenant shall be resolved by arbitration in
accordance with Section
9.08(b) above.

     

    9.09. No
Offer.  The submission by Landlord of this Lease in draft form
shall be solely for Tenant’s consideration and not for acceptance and
execution.  Such submission shall have no binding force or effect and
shall confer no rights nor impose any obligations, including brokerage
obligations, on either party unless and until both Landlord and Tenant shall
have executed a lease and duplicate originals thereof shall have been delivered
to the respective parties.

     

    9.10. Captions;
Construction.  The table of contents, captions, headings and
titles in this Lease are solely for convenience of reference and shall not
affect its interpretation.  This Lease shall be construed without
regard to any presumption or other rule requiring construction against the party
causing this Lease to be drafted.  Each covenant, agreement,
obligation or other provision of this Lease on Landlord’s or Tenant’s part to be
performed, shall be deemed and construed as a separate and independent covenant
of Landlord or Tenant, as applicable, not dependent on any other provision of
this Lease.

     

    9.11. Amendments.  This
Lease can not be altered, changed or amended, except by an instrument in writing
signed by the party to be charged.

     

    9.12. Broker.  Each
of Landlord and Tenant represents to the other that it has dealt with no broker
other than Cushman & Wakefield, Inc. (“C&W”)
and Newmark & Company Real Estate, Inc., d/b/a Newmark Knight Frank (“Newmark”)
in connection with this Lease or the Building.  Pursuant to a separate
agreement between Tenant and Newmark, Tenant has agreed to pay Newmark a
commission with respect to this Lease in the amount of $608,844.11 (the “Newmark
Commission”).  Tenant shall pay the Newmark Commission to
Newmark and shall indemnify and hold Landlord harmless from and against all
loss, cost, liability and expense (including, without limitation, reasonable
attorneys’ fees and disbursements) arising out of any claims for commissions or
other compensation in connection with this Lease made by Newmark or any other
broker claiming to have dealt with Tenant (other than
C&W).  Landlord shall indemnify and hold Tenant harmless from and
against all loss, cost, liability and expense (including, without limitation,
reasonable attorneys’ fees and disbursements) arising out of any claims made by
C&W or any other broker claiming to have dealt with Landlord (other than
Newmark) for commissions with respect to this Lease.  Landlord has
agreed to pay commissions to C&W with respect to this Lease in accordance
with the terms and conditions of a separate agreement entered into between
Landlord and C&W.

     

    
      
        
        

      

      
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    9.13. Merger.  Tenant
acknowledges that neither Landlord nor any Broker, has made or is making, and
Tenant, in executing and delivering this Lease, is not relying upon, any
warranties, representations, promises or statements, except to the extent that
the same are expressly set forth in this Lease.  This Lease embodies
the entire understanding between the parties with respect to the subject matter
hereof, and all prior agreements, understanding and statements, oral or written,
with respect thereto are merged in this Lease.

     

    9.14. Successors.  This
Lease shall be binding upon and inure to the benefit of Landlord, its successors
and assigns, and shall be binding upon and inure to the benefit of Tenant, its
successors, and to the extent that an assignment of this Lease by Tenant is
permitted hereunder, Tenant’s assigns.

     

    9.15. Applicable
Law.  This Lease shall be governed by, and construed in
accordance with, the laws of the State of New York, without giving effect to any
principles of conflicts of laws.

     

    9.16. No
Development Rights.  Tenant acknowledges that it has no rights
to any development rights, air rights or comparable rights appurtenant to the
Project, and Tenant consents, without further consideration, to any utilization
of such rights by Prime Landlord.  Tenant shall promptly execute and
deliver any instruments which may be requested by Prime Landlord, including
instruments merging zoning lots, evidencing such acknowledgment and
consent.  The provisions of this Section
9.17 shall be construed as an express waiver by Tenant of any interest
Tenant may have as a “party in interest” (as such term is defined in Section
12-10 Zoning Lot of the Zoning Resolution of the City of New York) in the
Project.

     

    9.17. Signage.  Subject
to Landlord’s reasonable consent, and subject to obtaining the prior written
consent of  Prime Landlord, Tenant shall have the right to install and
maintain, at its sole cost and expense, a sign or signs identifying the name
and/or corporate logo of Tenant, on the separate entrance doors to the Premises,
each in accordance with all of the applicable provisions of this Lease
(including, without limitation, Article
4 hereof and the Prime Lease).  Tenant covenants and agrees
that on the expiration or sooner termination of the Term, Tenant, at its sole
cost and expense, shall promptly remove the sign or signs installed or displayed
by or on behalf of Tenant, repair in good and workmanlike manner all damage
caused by such removal and restore the affected portion of the Building to the
condition in which it existed prior to the installation of such sign or
signs.

     

    
      
        
        

      

      
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    9.18. Guaranty.  Simultaneously
with the execution of this Lease, Tenant shall cause David Nadler (the “Guarantor”)
to execute and deliver to Landlord a certain Agreement and Guaranty of even date
herewith, made by Guarantor in favor of Landlord (the “Guaranty”).

     

    9.19. FF&E.  (a)  Reference
is made to certain items of furniture, fixtures and equipment presently existing
at the Premises and more particularly described in Exhibit
B attached hereto and made a part hereof (the “FF&E”).  Upon
the Commencement Date, Landlord shall deliver the FF&E, to Tenant and Tenant
shall accept the same “as-is”, in their then existing
condition.  Landlord makes no representations, warranties or
assurances relating to the FF&E (other than Landlord warrants it has title
thereto) and shall have no liability to Tenant for any damage to or defects
(latent or otherwise) in or to any of the FF&E, except that if any of the
FF&E shall be damaged during the period between the date hereof and the
Commencement Date (other than by the acts or negligence of Tenant or any Tenant
Party), and provided that Tenant gives Landlord notice of any such damage not
later than five (5) Business Days after the Commencement Date, Landlord will
repair such damage or, at Landlord’s option, replace the damaged
FF&E.  During the Term, Tenant shall have the right to use the
FF&E and shall take good care of the FF&E and, at Tenant’s expense, make
all repairs thereto as shall be necessary to maintain the FF&E substantially
in the condition existing on the Commencement Date, subject to reasonable wear
and natural deterioration occurring after the Commencement
Date.  Landlord shall have no obligation to maintain, repair or
replace any of the FF&E.  During the Term, Tenant shall not remove
any of the FF&E from the Premises, except that upon the expiration or sooner
termination of this Lease, all of the FF&E shall automatically be and become
Tenant’s Property, and Tenant shall remove the FF&E and all of the other
Tenant’s Property from the Premises as required by the terms of this Lease;
provided,
however,
that (i) the FF&E that constitutes under the Prime Lease Tenant’s
Supplemental HVAC Equipment (as described in Section
9.19(b) below) shall not become Tenant’s Property hereunder and shall not
be required to be so removed by Tenant unless Tenant or any Tenant Party shall
have made any Alterations that shall have resulted in making such equipment
constitute “Specialty Installations”, as defined in the Prime Lease, in which
event, Tenant shall be required to so remove such equipment; and (ii) if the
Term of this Lease shall be terminated prior to the Expiration Date, then
Landlord may, by notice given to Tenant at anytime before the thirtieth (30th)
day after the termination of this Lease, specify all or certain items of
FF&E which Tenant shall not remove from the Premises (the “Retained
FF&E”).  The Retained FF&E shall not become Tenant’s
Property, and upon the termination of this Lease, Tenant shall surrender and
deliver the Retained FF&E to Landlord at the Premises in substantially the
same condition that such FF&E was delivered to Tenant upon the Commencement
Date, reasonable wear and natural deterioration excepted.  In the
event any FF&E shall be damaged or destroyed by fire or other casualty,
Landlord, subject to Section
7.04(e) hereof, shall repair the damaged FF&E or, at Landlord’s
option, replace the same with FF&E having equivalent value and
utility.

     

    (b)           Certain
of the FF&E consist of equipment referred to in the Prime Lease as “Tenant’s
Supplemental HVAC Equipment”.  Tenant agrees to maintain, operate and
repair Tenant’s Supplemental HVAC Equipment located in or serving the Premises
in accordance with the applicable terms of the Prime Lease.  Pursuant
to the Prime Lease, Landlord charges Tenant for Supplemental Condenser Water (as
defined in the Prime Lease) that Landlord makes available to Tenant’s
Supplemental HVAC Equipment located in or serving the Prime Lease
Premises.  Tenant shall pay to Landlord as Additional Charges, within
twenty (20) days after Landlord’s demand, 100% of the charges that Landlord
becomes liable to pay to Prime Landlord for Supplemental Condenser Water made
available to the Prime Lease Premises (whether or not such condenser water is
used).  If any of such charges for Supplemental Condenser Water billed
by Prime Landlord to Landlord cover any period occurring prior to the
Commencement Date or after the Expiration Date, such charges shall be prorated
based on the number of days of such period that occur within the
Term.  Tenant’s obligation to pay such Additional Charges to Landlord
pursuant to this Section 9.19(b) shall survive the expiration or sooner
termination of the Term.

     

    
      
        
        

      

      
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    9.20. Provisions
Regarding The Prime Lease.  (a)  No rights granted to
Landlord as tenant under the Prime Lease shall be granted to or be for the
benefit of Tenant unless expressly granted to Tenant in this Lease, and Tenant
shall not in any event have any rights with respect to the Premises greater than
Landlord’s rights with respect thereto under the Prime Lease.  Tenant
shall not do anything or permit anything to occur in the Premises that will
cause a violation of or default under any of the provisions of the Prime Lease,
and shall observe and perform all of the obligations of the tenant under the
Prime lease relating to the Premises (other than the obligations of the tenant
under the Prime Lease to pay any rent or additional rent thereunder, except only
if and to the extent that any of the provisions of this Lease expressly require
such rents or additional rents to be paid, in whole or in part, by
Tenant).  Tenant shall be liable to pay to Landlord (or, at the option
of Landlord, directly to Prime Landlord) (i) all charges for any work, services
or materials provided by or on behalf of the Prime Landlord at the request of
Tenant, and (ii) all charges and other sums which Landlord is or becomes
required to pay pursuant to the Prime Lease by reason of any default by Tenant
under this Lease which causes or constitutes a default by the tenant under the
Prime Lease.  Notwithstanding clause (i) of the immediately preceding
sentence, Tenant will not request any work, services or materials from Prime
Landlord, but will request such work, services or materials only by notice to
Landlord that Landlord request the same from Prime Landlord (unless and to the
extent that Landlord hereafter agrees in writing that Tenant may make such
request directly to the Prime Landlord).  In no event shall Landlord
be required to request any such work, labor or materials from Prime Landlord
while any default by Tenant is continuing under this Lease, and during the
continuance of any Event of Default under this Lease, Landlord shall have the
right to request Prime Landlord to cease furnishing any such work, services or
materials that had been previously requested from Prime Landlord directly by
Tenant or by Landlord at the request of Tenant.

     

    (b) If for any reason
whatsoever, the term of the Prime Lease shall terminate prior to the Expiration
Date, this Lease shall thereupon terminate, and Landlord shall not be liable to
Tenant by reason thereof unless such termination is caused by the default of
Landlord as the tenant under the Prime Lease or Landlord’s breach of its
covenants and agreements set forth in the last sentence of this Section
9.20(b).  Notwithstanding the foregoing, upon such termination
of the Prime Lease, or any re-entry or dispossess by Prime Landlord, at the
request of Prime Landlord or any Successor Landlord, Tenant shall become the
tenant of such Prime Landlord or such Successor Landlord, as the case may be,
upon the terms and conditions set forth in Section
6.01 of this Lease.  Landlord covenants and agrees that it
shall not enter into an agreement to terminate or cancel the Prime Lease during
the Term of this Lease without Tenant’s consent, if such termination or
cancellation of the Prime Lease will terminate this Lease, and Landlord will be
liable for the breach of such covenant and agreement of Landlord if it does so;
provided,
however,
that Landlord shall have the right, without the consent of Tenant, and without
incurring any liability to Tenant, (i) to exercise any rights that Landlord may
have under Section
7.04 or Section
7.05 of the Prime Lease to terminate or cancel the Prime Lease, even if
such termination or cancellation results in the termination of this Lease, and
(ii) to enter into an agreement with the Prime Landlord, terminating the Prime
Lease, if upon such termination, Tenant shall become the tenant of the Prime
Landlord or any Successor Landlord upon the terms and conditions set forth in
Section
6.01 of this Lease.

     

    
      
        
        

      

      
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    (c) Landlord represents to
Tenant that as of the date hereof:

     

    (i) the copy of the Prime
Lease heretofore furnished to Tenant and initialed by Landlord and Tenant or
their respective representatives for identification (the “Prime Lease Copy”) is
a true and complete copy of the Prime Lease, except for certain provisions of
the Prime Lease that were blacked-out in the Prime Lease Copy, which blacked-out
provisions Landlord represents are monetary or financial provisions of the Prime
Lease or are otherwise not material provisions as they relate to the rights and
obligations of Tenant hereunder;

     

    (ii) the Prime Lease is in
force and effect, and Landlord has not received any notice of default from the
Prime Landlord, other than a notice that pertains to a default which has since
been cured, and to Landlord’s knowledge, Landlord is not in default, in any
material respect, with respect to its obligations as the tenant under the Prime
Lease;

     

    (iii) To Landlord’s knowledge,
Prime Landlord is not in default, in any material respect, with respect to its
obligations under the Prime Lease;

     

    (iv) Landlord is the owner of
the tenant’s interest under the Prime Lease and has the right to use and occupy
the premises demised thereunder in accordance with the terms and conditions
thereof, and except for this Lease and the Temporary License Agreement, Landlord
has not entered into any sublease of all or any part of the Premises, which
sublease remains in effect;

     

    (v) Landlord is not the debtor
in any pending bankruptcy or insolvency proceeding, nor is Landlord in any
receivership;

     

    (vi) no leasehold mortgage or
other lien caused or created by Landlord, encumbering Landlord’s interest under
the Prime Lease is in foreclosure, and Landlord has not received notice of a
default under any such mortgage or lien, which default has not been cured;
and

     

    (vii) all consents necessary to
authorize the execution and delivery of this Sublease by Landlord have been
obtained or waived, except for the execution and delivery of Prime Landlord’s
Consent.

     

    (d) Landlord agrees that it
will not cancel, alter or waive the Prime Lease, in whole or in part, if doing
so will materially and adversely affect Tenant or the subleasehold estate
created under this Lease; except
that (i) Landlord shall have the right to exercise any right it may have
under Section
7.04 or Section
7.05 of the Prime Lease to cancel or terminate the Prime Lease, even if
such termination or cancellation results in the termination of this Lease and/or
the subleasehold estate created hereby, and (ii) regardless of whether Landlord
has such right under the Prime Lease, Landlord may agree to the termination of
the  Prime Lease or the termination of the Prime Lease as to any or
all of the space demised thereunder, if upon such termination, Tenant shall
become the tenant of Prime Landlord or any Successor Landlord upon the terms and
conditions set forth in Section
6.01 of this Lease.

     

    
      
        
        

      

      
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    (e) Tenant represents to
Landlord that all consents necessary to authorize the execution and delivery of
this Sublease by Tenant have been obtained or waived, except for the execution
and delivery of the Prime Landlord’s Consent.

     

    (f) Each party hereto (the
“Representing
Party”) represents to the other party hereto that the person executing
and delivering this Lease on behalf of the Representing Party is fully
authorized to execute and deliver this Lease on behalf of the Representing Party
and bind it to the terms and conditions hereof.

     

    9.21. (a)           Landlord’s
Right To Use Board Room.  During the Term, Landlord, its
employees and invitees shall have the right, without charge by or other
compensation to Tenant, to use, and shall be given access through the Premises
to, the board room located in Premises as shown in hatching on Exhibit
C attached hereto and made a part hereof (the “Board
Room”), subject to the terms and conditions of this Section
9.21.  Landlord shall give Tenant at least five (5) Business Days
prior notice (which may be telephonic) of Landlord’s intention to use the Board
Room.  Landlord’s use of the Board Room without charge shall be
limited to one (1) time per each calendar month (or portion of a calendar month)
occurring in the Term.  Each such use of the Board Room by Landlord
shall not, without Tenant’s consent, exceed an entire day of
use.  Landlord shall be entitled to additional use of the Boardroom
beyond the days, times and hours hereinbefore mentioned, subject to (i)
Landlord’s payment to Tenant of Tenant’s then prevailing Board/Conference Room
usage charges to customers of Tenant at the Premises and (ii) prior notice to
Landlord in accordance with Tenant’s Board/Conference Room procedures for
Tenant’s customers at the Premises.  During each such use by Landlord,
(i) Tenant will not permit any other persons to use or enter into the Board Room
without Landlord’s consent, (ii) without charge to Landlord or other
compensation to Tenant, Landlord and its invitees shall have the use of the
restrooms in the Premises and the use of the phones and all audio/visual
equipment (including, without limitation, teleconferencing equipment) in the
Board Room, but shall reimburse Tenant (at Tenant’s cost, without mark-up) for
any separate calling charges incurred by Tenant for international long distance
voice/data calls made by Landlord or its invitees from the Board Room phones and
videoconferencing provider charges, and (iii) Tenant will permit deliveries to
the Board Room of food and beverages ordered by Landlord from outside vendors,
provided that Landlord cleans up the board room and disposes of its trash after
each such use.  However, if Tenant replaces the videoconferencing
equipment that has been left in the Premises by Landlord, it shall return the
old equipment to Landlord, and Landlord’s use of the new equipment belonging to
Tenant shall be subject to Tenant’s then prevailing videoconferencing usage
charges for its customers.  Tenant shall pay, and indemnify, hold
harmless and defend Landlord against and from, all charges in connection with
the use of such old equipment, which charges were incurred during the Term of
this Lease, until such old equipment is so returned by Tenant to
Landlord.  If Tenant’s use of the Boardroom will be (i) before the
earlier of (x) 8:30 AM or (y) the time of the arrival of Tenant’s receptionist
for the Premises, or (ii) later than the later of (x) 5:00 PM or (y) the time
that Tenant’s receptionist for the Premises leaves for the day (such use herein
called “Non-Standard
Hours”), Tenant may charge Landlord for Tenant’s incremental additional
costs of arranging for a person to be present at the Premises for security
purposes during Tenant’s use of the Boardroom during Non-Standard Hours,
provided such charges to Landlord are consistent with what Tenant generally
charges its customers at the Premises for such security services by reason of
such customers’ use of the Boardroom during Non-Standard
Hours.  Landlord will indemnify, hold harmless and defend Tenant
against and from all claims, liabilities, losses, costs and expenses (including
reasonable attorneys’ fees and disbursements) arising from claims for property
damage or injury or death to persons caused by the acts or negligence of
Landlord during its use of the Boardroom.

     

    
      
        
        

      

      
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    (b) If Tenant shall have
entered into a Special License with a party not affiliated with Tenant or
Guarantor pursuant to which such party, as licensee, is granted by Tenant
license to use significant office space in the Premises and is also given by
Tenant the exclusive right to use the Boardroom at all times during the term of
such license, and provided that Tenant shall have delivered to Landlord a true
and complete copy of such Special License (redacted as to financial terms),
then, only for so long as such licensee has the exclusive right to use the
Boardroom under such Special License, the term “boardroom” or “Boardroom” as
used in Section
9.21(a) above, shall be deemed to mean Landlord’s choice of one of at
least two or more available conference rooms, comparable to the Boardroom and
having similar facilities as contained in the Boardroom, located in space leased
by Tenant or an affiliate of Tenant in a first class office building located in
Midtown Manhattan, New York City, which conference rooms and their addresses
shall be identified by Tenant by notice to Landlord (the “Alternate
Boardrooms”, and during such period of such licensee’s exclusive of the
Boardroom, Landlord shall have the right to use one of the Alternate Boardroom
on the same terms and conditions as Landlord would have the right to use the
Boardroom pursuant to Section
9.21(a) above.

     

    9.22. Landlord’s
Options To Terminate.  (a)  Landlord shall have the
right and option at any time, to terminate this Lease effective, at Landlord’s
sole election, on (i) the day immediately preceding the fifth (5th) anniversary
of the Commencement Date or (ii) the day immediately preceding the ninth (9th)
anniversary of the Commencement Date (any such termination date called an “Early
Termination Date”), provided that Landlord shall give Tenant at least six
(6) months notice of such termination (the “Early
Termination Notice” and shall specify in such notice the Early
Termination Date so elected by Landlord.  If Landlord shall give such
notice, this Lease and the Term, if not sooner terminated pursuant to the
provisions of this Lease, shall terminate and come to an end on the Early
Termination Date so specified by Landlord in such notice with the same force and
effect as if such date were the Expiration Date, subject to the provisions for
Section 9.22(b) below.  If Landlord shall give the Early Termination
Notice, then for the consecutive six (6) month period ending on the Early
Termination Date (the “Special
Abatement Period”), provided that no Event of Default shall be
continuing, the Fixed Rent payable by Tenant during the Special Abatement Period
shall be abated as follows: (i) twenty (20%) percent abatement for the first
(1st) month of the Special Abatement Period; (ii) Thirty-five (35%) percent
abatement for the second (2nd) month of the Special Abatement Period; (iii)
forty-five (45%) percent abatement for the third (3rd) month of the Special
Abatement Period; (iv) fifty-five (55%) percent abatement for the fourth (4th)
month of the Special Abatement Period; (v) seventy (70%) percent abatement for
the fifth (5th) month of the Special Abatement Period; and (vi) seventy-five
(75%) percent abatement for the sixth (6th) month of the Special Abatement
Period.

     

    
      
        
        

      

      
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    (b) (i)           Within
twenty (20) days after Landlord shall have given Tenant the Early Termination
Notice, and provided that no Event of Default under this Lease is continuing,
Tenant may elect, by notice (“Election
Notice”) given to Landlord within said twenty (20) day period, that (A)
Landlord’s Early Termination Notice given pursuant to Section
9.22(a) above be deemed withdrawn and ineffective to terminate this
Lease, and (B) the Fixed Rent payable under this Lease be changed to the
Adjusted Rent (as hereinafter defined) for the period of the Term (the “Reset
Period”) commencing on the day immediately following the  date
that Landlord specified as the Early Termination Date in the Early Termination
Notice and ending on the Expiration Date.  If Tenant shall fail to
give the Election Notice to Landlord within said 20-day period (time being of
the essence), then Tenant shall have no further rights under this Section
9.22(b), Landlord’s Early Termination Notice shall remain effective and in full
force, and, as provided in Section
9.22(a) above, this Lease shall expire on the Early Termination Date (as
specified by Landlord in the Early Termination Notice) unless sooner terminated
pursuant to the terms of this Lease.  Tenant shall not have the right
to give an Election Notice if an Event of Default under this Lease is
continuing, and any such notice given by Tenant during the continuance of an
Event of Default under this Lease shall be deemed null and void and of no force
and effect.  If Tenant shall timely give the Election Notice to
Landlord, then (A) Landlord’s Early Termination Notice shall be deemed to have
been withdrawn and revoked by Landlord and shall not be effective to terminate
this Lease (but the rent abatement provided above in Section
9.22(a) shall, nevertheless, continue during the Special Abatement Period
in accordance with the terms and conditions of said Section
9.22(a)) , (B) Landlord shall have no further rights under Section
9.22(a) hereof to terminate this Lease, and (C) Landlord, within thirty (30)
days after its receipt of such Election Notice, shall give notice (“Rent
Notice”) to Tenant of Landlord’s determination of the Adjusted Rent for
the Reset Period (“Landlord’s
Initial Determination”)  Within ten (10) days after Tenant’s
receipt of the Rent Notice (time being of the essence of such 10-day period)
Tenant shall give notice to Landlord (“Tenant’s
Notice”), stating whether Tenant accepts or disputes Landlord’s Initial
Determination, and if Tenant disputes Landlord’s Initial Determination, Tenant’s
Notice shall set forth Tenant’s determination of the Adjusted Rent for the Reset
Period (“Tenant’s
Initial Determination”).  If Tenant fails to give Tenant’s
Notice within such ten (10) day period, Tenant shall be deemed to have accepted
Landlord’s Initial Determination, and the Fixed Rent payable under this Lease
for the Reset Period shall be deemed to be changed to Landlord’s Initial
Determination.  If Tenant timely gives Tenant’s Notice as herein
provided that Tenant disputes Landlord’s Initial Determination, and if the
parties cannot resolve their dispute with regard to the Adjusted Rent for the
Reset Period and agree in writing as to such Rent within ten (10) days after
Landlord’s receipt of Tenant’s Notice, then the Fair Market Rent (as hereinafter
defined) shall be determined by arbitration in accordance with Article
10 hereof.

     

    (ii) If Tenant disputes
Landlord’s Initial Determination, and if the final determination of Fair Market
Rent (either by arbitration pursuant to Article 10 hereof or by agreement
between Landlord and Tenant) shall not be made on or before the first day of the
Reset Period and this Lease shall not have expired or been terminated on or
before the Early Termination Date, then, pending such final determination,
Tenant shall pay, as Fixed Rent for the Reset Period, an amount equal to
Landlord’s Initial Determination.  If, based upon the final
determination of the Fair Market Rent, the Fixed Rent payments made by Tenant
for such portion of the Reset Period were (x) less than the Adjusted Rent
payable for the Reset Period, Tenant shall pay to Landlord the amount of such
deficiency within ten (10) days after demand therefor or (y) greater than the
Adjusted Rent payable for the Reset Period, Landlord shall credit the amount of
such excess against the installments of Fixed Rent and/or Additional Charges
becoming payable by Tenant hereunder.

     

    
      
        
        

      

      
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    (iii) For purposes of
determining the Fixed Rent payable during the Reset Period, (x) term “Adjusted
Rent”, as used herein, shall mean the greater
of (A) the Fair Market Rent (as hereinafter defined) payable for the
portion of the Term constituting the Reset Period, or (B) the Fixed Rent that
would be payable under Section
2.02 hereof for the portion of the Term constituting the Reset Period;
and (y) the term “Fair
Market Rent”, as used herein, shall mean the fair market fixed annual
rent that a willing lessee would pay and a willing lessor would accept for the
Premises during the Reset Period, taking into account all reasonably relevant
factors, including, without limitation, the fact that the base years used to
compute Tax Payments and Operating Payments under this Lease will not change
during the Reset Period.

     

    (iv) If the Fair Market Rent as
determined by arbitration under Article
10 hereof is greater than the Fixed Rent that would be payable under
Section
2.02 hereof during the Reset Period, and Tenant is dissatisfied with such
Fair Market Rent, then Tenant may terminate this Lease by giving written notice
to Landlord not later than ten (10) days after Tenant shall have been given
written notice of the determination of the Fair Market Rent as determined by
such arbitration, and if Tenant shall timely give such notice to Landlord, this
Lease will terminate and come to an end on the date (the “Tenant
Termination Date”) which is the later of (i) the date which is ten (10)
days after the date of the giving of such notice by Tenant or (ii) the aforesaid
Early Termination Date that had been specified by Landlord in the Early
Termination Notice, with the same force and effect as if the Tenant Termination
Date were the Expiration Date.

     

    (v) Once Landlord exercises
its right pursuant to Section
9.22(a) hereof to terminate this Lease effective on any Early Termination
Date specified by Landlord in its Early Termination Notice, Landlord may not
thereafter exercise such right to terminate pursuant to said Section
9.22(a) as to any other Early Termination Date, regardless of whether the
Early Termination Notice so given by Landlord shall have been rendered
ineffective by reason of Tenant’s having given the Election Notice to Landlord
in accordance with this Section
9.22(b).

     

    (c) In addition to Landlord’s
options to terminate pursuant to Section
9.22(a) above, Landlord shall also have the right and option to terminate
this Lease pursuant to this Section
9.22(c) on a date specified by Landlord (the “Special
Termination Date”), which date shall be not more than ninety (90) days
prior to the Expiration Date, provided that Landlord shall give Tenant notice
setting forth the Special Termination Date, which notice, if given, shall be
given by Landlord to Tenant at least sixty (60) days prior to the Special
Termination Date.  If Landlord shall give such notice, this Lease and
the Term, if not sooner terminated pursuant to the provisions of this Lease,
shall terminate and come to an end on the Special Termination Date so specified
by Landlord in such notice with the same force and effect as if such date were
the Expiration Date.  For the avoidance of doubt, any termination of
this Lease effectuated pursuant to this Section
9.22(c), shall not entitle Tenant to receive any consideration from
Landlord for the exercise of such right to terminate by Landlord, nor shall
Tenant be entitled to any abatement of any Rents accruing prior to the Special
Termination Date by reason of such termination by Landlord.

     

    
      
        
        

      

      
        -46-

        
          

        

      

      
        
        

      

    

    9.23. Confidentiality.  Tenant
shall hold the terms of this Lease confidential and except
as required by law, shall not, without Landlord’s prior written consent,
disclose any of such terms to any person or party, except that Tenant may
disclose the same on a confidential basis to Tenant’s lenders, employees,
accountants and attorneys, provided that Tenant shall be liable for any
unauthorized disclosure of such terms by any such persons or
parties.  In addition to all other available remedies at law or in
equity, Landlord shall be entitled to an injunction issued by any court of
competent jurisdiction, restraining Tenant or any other party from disclosing
any confidential information in violation of this Section 9.23, without the
necessity of posting a bond or proving special damages or irreparable harm or
injury to Landlord.

     

    9.24. Additional
Abatement. (a) Provided that Tenant shall have paid the Newmark
Commission in full to Newmark and submitted to Landlord documentary proof of
such payment reasonably satisfactory to Landlord, and provided that and as long
as no Event of Default under this Lease is continuing, Tenant shall be entitled
to a credit in the amount of 50% of the Newmark Commission, which credit Tenant
may apply against the Fixed Rent payable during the last three (3) months of the
Term.

     

    (b) After the expiration or
sooner termination (for any reason) of the Term, provided that Tenant shall have
paid the Newmark Commission in full to Newmark and submitted to Landlord
documentary proof of such payment, reasonably satisfactory to Landlord, Landlord
shall pay to Tenant, within twenty (20) days after written request made by
Tenant, a sum (the “Special
Amount”) equal to the amount of the Newmark Commission, reduced (but not
below zero) by the sum of (i) all Rents, Additional Charges, damages and other
sums that shall have become owing by Tenant to Landlord, and (ii) the total
amount that Tenant shall have credited against the Fixed Rent pursuant to Section
9.24(a) above; provided,
however,
that if an Event of Default shall have occurred and be continuing, Landlord
shall have the continuing right to offset against and deduct from the Special
Amount all damages and other sums due and becoming due from Tenant to Landlord
pursuant to this Lease, and Landlord shall not be required to make payment of
the Special Amount (as so offset and reduced) to Tenant until Landlord shall
have received all such damages and other sums due and to become due to Landlord;
furthermore, Landlord may apply such offset against the Special Amount due from
Landlord to any of the Rents, damages and other sums due and to become due to
Landlord pursuant to this Lease, in such order of priority and proportions as
Landlord shall determine in its sole and absolute discretion, and without
limiting the generality of the foregoing, Landlord shall be free, in its sole
and absolute discretion, to first offset against and deduct from the Special
Amount, any and all Rents, damages and other sums owing by Tenant to Landlord
and arising or accruing after the Surrender Date (as defined in the Guaranty)
before offsetting against and deducting from the Special Amount any Rents,
damages or other sums owing by Tenant to Landlord and arising or accruing on or
prior to the Surrender Date.

     

    
      
        
        

      

      
        -47-

        
          

        

      

      
        
        

      

    

    ARTICLE
10.

     

    ARBITRATION
OF FAIR MARKET RENT

     

    10.01. If Tenant timely disputes
Landlord’s Initial Determination and Landlord and Tenant fail to agree in
writing as to the Fair Market Rent for the Reset Period within ten (10) days
after the giving of Tenant’s Notice, then the Fair Market Rent shall be
determined as follows:  Such dispute shall be resolved by arbitration
(and either party may request arbitration in such circumstances) conducted in
accordance with the Real Estate Valuation Arbitration Rules (Expedited
Procedures) of the American Arbitration Association or any successor
organization (the “AAA”),
except that the provisions of this Article
10 shall supersede any conflicting or inconsistent provisions of said
rules.  The party requesting arbitration shall do so by giving notice
to that effect to the other party, specifying in said notice the nature of the
dispute, and that said dispute shall be determined in the City of New York, by
one arbitrator in accordance with this Article.  If the parties fail
to agree on an arbitrator within ten (10) days after either party first requests
arbitration, then either Landlord or Tenant may request the AAA to appoint an
arbitrator, who shall be impartial, within ten (10) days of such request and
both parties shall be bound by any appointment so made.  If no such
arbitrator shall have been appointed within such ten (10) days, either Landlord
or Tenant may apply to any court having jurisdiction to make such
appointment.  The arbitrator shall schedule a hearing for a date that
is within ten (10) days after the appointment of the arbitrator where the
parties and their advocates shall (i) submit their respective determinations of
Fair Market Rent for the Reset Period (which respective determinations of Fair
Market Rent do not have to be the same as Landlord’s Initial Determination and
Tenant’s Initial Determination provided pursuant to Section
9.22(b) hereof) and (ii) shall have the right to present evidence, call
witnesses and experts and cross-examine the other party’s witnesses and experts
in support of such respective determinations.  Within seven (7) days
after such hearing, the arbitrator shall render his or her determination of the
Fair Market Rent for the Reset Period in writing, which determination must be
equal to either (1) the determination of Fair Market Rent for the Reset Period
submitted by Landlord pursuant to the immediately preceding sentence or (2) the
determination of Fair Market Rent for the Reset Period submitted by Tenant
pursuant to the immediately preceding sentence, whichever the arbitrator
believes to be closest to the Fair Market Rent for the Reset
Period.  The determination of the arbitrator shall be final and
binding upon the parties.  The fees and expenses of any arbitration
pursuant to this Article shall be borne by the parties equally, but each party
shall bear the expense of its own attorneys and experts and the additional
expenses of presenting its own proof.  The arbitrator shall not have
the power to add to, modify or change any of the provisions of this
Lease.  The arbitrator shall have at least 10 years’ experience in
leasing and valuation of properties which are similar in character to the
Building.  After a determination has been made of the Fair Market Rent
for the Reset Period, the parties shall execute and deliver an instrument
setting forth such Fair Market Rent and the Adjusted Rent for the Reset Period,
but the failure to so execute and deliver any such instrument shall not effect
the determination of the Adjusted Rent for the Reset Period in accordance with
the terms of this Lease.

     

    ARTICLE
11.

     

    TEMPORARY
LICENSE AGREEMENT

     

    11.01.   Simultaneously
herewith, Landlord, as licensor, and Tenant, as licensee, are entering into a
Temporary License Agreement of even date herewith (the “Temporary
License Agreement”), covering a portion of the Premises more particularly
described in said agreement, for a term commencing and ending as set forth
therein.  A copy of the Temporary License Agreement is attached hereto
as Exhibit
D and made a part hereof.  If the Temporary License Agreement
shall be terminated by reason of a default of the licensee thereunder, then
Landlord shall have the right to terminate this Lease upon notice to
Tenant.

    
      
        
        

      

      
        -48-

        
          

        

      

      
        
        

      

    

    ARTICLE
12.

     

    PRIME
LANDLORD’S CONSENT

     

    12.01. Landlord’s
Consent.  (a)  This Lease and the effectiveness
hereof (excluding the provisions of this Article
12) is expressly conditioned upon Landlord’s obtaining a written
instrument executed by Prime Landlord, in form and substance substantially as
set forth in Exhibit
G attached hereto and made a part hereof (“Prime
Landlord’s Consent”), provided that each party hereto will consent to
changes requested to be made by Prime Landlord to the Prime Landlord’s Consent,
provided such changes do not materially and adversely affect such party (without
limiting the generality of the foregoing, changes that request additional
parties to receive notices shall be deemed not to be materially adverse to any
party hereto).  Landlord shall request Prime Landlord Consent from
Prime Landlord.  Landlord shall have the right, but shall not be
required to commence any action or proceeding, incur any expense or liability
(other than whatever fees and expense are required under the Prime Lease to be
paid to or for Prime Landlord or its agents or attorneys in connection with the
issuance of the Prime Landlord’s Consent) or agree to any changes to the Prime
Lease or this Lease or any other agreement or document in order to obtain Prime
Landlord’s Consent; and Tenant shall reasonably cooperate with Landlord and
assist Landlord in obtaining Prime Landlord’s Consent, and, in connection
therewith, Tenant shall provide such information to Prime Landlord and enter
into such consent agreement as Prime Landlord may reasonably
require.  Landlord shall not be subject to any liability whatsoever
for its failure to obtain Prime Landlord’s Consent.  If Prime
Landlord’s Consent shall not have been obtained by the date that is thirty-five
(35) days after of the date hereof, then, thereafter, until Prime Landlord’s
Consent shall have been obtained, either party hereto may terminate this Lease
upon notice to the other party, setting forth in said notice a date (“Article
12 Termination Date”) for the termination of this Lease, which date shall
not be less than ten (10) days after the date of the giving of such notice; and
if such notice is given and Prime Landlord’s Consent shall not have been issued
prior to said Article 12 Termination Date, then this Lease shall terminate and
be deemed cancelled upon said Article 12 Termination Date, and neither party
hereto shall have any further liability or obligations under this Lease, except
that Landlord shall refund to Tenant any Rent theretofore paid by Tenant to
Landlord upon the execution of this Lease; if however, Prime Landlord’s Consent
is issued prior to said Article 12 Termination Date, such notice shall be deemed
null and void and shall have no force or effect, neither party hereto shall have
the right to terminate this Lease pursuant to this Article
12, and this Lease shall remain in full force and effect in accordance
with its terms.

     

    (b) If Prime Landlord’s
Consent is issued, Tenant shall pay to Landlord, as Additional Charges, within
five (5) business days after notice and demand by Landlord, an amount equal to
fifty (50%) percent of the amount, if any, by which (x) all out-of-pocket costs
incurred by Prime Landlord in connection with this Lease or Prime Landlord’s
Consent (including, without limitation, the costs of making investigations as to
the acceptability of Tenant and legal costs incurred in connection with the
granting of Prime Landlord’s Consent), which pursuant to the terms of the Prime
Lease, Landlord is required to pay to Prime Landlord, exceeds (y) Fifteen
Thousand Dollars ($15,000.00).

    
      
        
        

      

      
        -49-

        
          

        

      

      
        
        

      

    

    (c) If Prime Landlord
exercises its right pursuant to paragraph 13 of the Prime Landlord’s Consent to
require Tenant to make all payments of Rent under this Lease directly to Prime
Landlord, then Landlord agrees that Tenant shall have no obligation to verify
the validity of any such payment demand made by Prime Landlord to Tenant
pursuant to said paragraph 13.

     

     [REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]

     


    
      
         


      

      
        -50-

        
          

        

      

      
         


      

    


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

     

    


    
      	
              Landlord:

            	
              NATIONAL FINANCIAL
      PARTNERS CORP.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:

            	
              /s/
      Jessica M. Bibliowicz

            
	 
      	 
      	
              Name: Jessica M.
      Bibliowicz

            
	 
      	 
      	
              Title:   President
      and CEO

            
	 
      	 
      
	 
      	 
      
	
              Tenant:

            	
              RBC
      MADISON AVENUE LLC

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:

            	/s/
      David Nadler  
	 
      	 
      	
              Name: David
      Nadler

            
	 
      	 
      	
              Title: Managing
      Member

            
	 
      	 
      
	 
      	 
      
	 
      	
              Tenant’s Federal Tax
      I.D. No.: 27-1228915

            


    

    


    


    



    
      
        
          [Signature
Page]

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    


     

    LANDLORD’S
WORK

     

    [Intentionally
Omitted]

    



    
      
        
          Ex-A-1

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A-1

     

    PLANS
AND SPECIFICATIONS FOR LANDLORD’S WORK

     

    [Intentionally
Omitted]

    



    
      
        
          Ex-A-1-1

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    


     

    FF&E

     

    [Intentionally
Omitted]

    



    
      
        
          Ex-B-1

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
C

    


    BOARD
ROOM

    


    [Intentionally
Omitted]

    



    
      
        
          Ex-C-1

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
D

    


    TEMPORARY
LICENSE AGREEMENT

    


    [Intentionally
Omitted]

    



    
      
        
          Ex-D-1

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
E

    


    TENANT’S
INITIAL WORK

    


    [Intentionally
Omitted]

    



    
      
        
          Ex-E-1

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHBIT
F

    


    TENANT’S
INSURANCE CERTIFICATE

    


    [Intentionally
Omitted]

    



    
      
        
          Ex-F-1

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
G

    


    FORM
OF PRIME LANDLORD’S CONSENT

    


    [Intentionally
Omitted]

    



    
      
        
          Ex-G-1

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
H

    


    INSURANCE
FOR LANDLORD’S

    LEASEHOLD
IMPROVEMENTS AND THE FF&E

    


    [Intentionally
Omitted]

     

    

 

    
      
        Ex-H-1